12. Borrowings

Schedule of long term borrowings

Schedule of loans from banks 

The above loans are vehicle loans and secured by way of hypothecation against the vehicle for which each loan is granted.

Schedule of secured debentures

The Company has not honored the repayment of the above debentures as on the original maturity date, but has obtained an extension from the lender up to August 15, 2026. During the quarter ended June 30, 2026, the Company repaid a total of $105,454 towards its secured debentures. However, due to the absence of repayment information by debenture, management is unable to identify the specific series of debentures to which the repayments relate. Accordingly, the closing outstanding balance of $323,275 has been disclosed on an aggregate basis for all secured debenture series.

The debentures are secured by a subordinated lien on intellectual property, current assets and movable property and equipment of certain material foreign subsidiaries.

During the quarter ended June 30, 2026, the Company had outstanding $1.10 million unsecured convertible debentures to different parties which had a maturity date of December 15, 2025. The instruments have an interest rate of 13% per annum.

Subsequent to June 30, 2026, one of the parties agreed to exchange its two debentures, with an aggregate principal amount of $0.6 million along with all accrued interest as of June 30, 2026, for $2.50 per Ordinary Share. As of June 30, 2026, the Company has not honored the repayment of the remaining unsecured convertible debenture, and no conversion option has been exercised.

Redemption/Conversion On Maturity

If any amount of principal or interest under the unsecured convertible debentures remain outstanding on the maturity date, the Company is required to repay the principal together with payment of accrued interest.

Optional Conversion

The unpaid principal amount of these debentures (together with all accrued but unpaid interest thereon) shall be convertible, in whole or in part, at the option of the holders at any time prior to the payment in full of the principal amount of these debentures, into such number of Ordinary Shares as is determined by dividing the principal amount of the Debenture so converted (together with all accrued but unpaid interest thereon) by the conversion price of $8.50, determined by the greater of (i) the volume-weighted average price of the Ordinary Shares for the thirty (30) trading day period immediately preceding December 15, 2024 and (ii) 85% of the conversion price then in effect, resulting in an optional conversion into 150,995 Ordinary Shares.

Mandatory Conversion by the Company

If at any time after the original issuance date, of the closing price of the Ordinary Shares for any 20 trading days within a consecutive 30 trading day-period exceeding 130% of the then-applicable conversion price, then the Company shall thereafter have the right, at any time upon written notice to the holder, to convert the unpaid principal amount of the debenture (together with all accrued but unpaid interest thereon) into such number of shares of fully paid and non-assessable Ordinary Shares as is determined by dividing the principal amount of the debenture (together with all accrued but unpaid interest thereon) by the conversion price.

Warrants Entitlement

The Company has agreed to issue the warrants to the debenture holders within 90 days of the closing of the securities purchase agreement. The warrants shall be equivalent to the 10% of the original principal balance of the notes. The exercise price of the warrants shall be eight dollars and fifty cents ($8.50) per share. The warrants shall expire five (5) years after issuance.

During the year ended March 31, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million, before fees and other expenses. The notes were issued on November 21, 2025 pursuant to a registered public offering (the “November 2025 Notes”).

The November 2025 Notes have a contractual maturity of 18 months from the date of issuance and bear interest at a rate of 14% per annum, increasing to 18% per annum upon the occurrence and during the continuation of an event of default. A portion of the principal amount of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date of issuance.

The November 2025 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial conversion price of $2.25 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. The Company may redeem all or any portion of the outstanding November 2025 Notes upon written notice by paying the outstanding principal amount together with accrued interest and a make-whole amount, as defined in the note agreement. Upon the occurrence of an event of default, the holders may require redemption of the November 2025 Notes or elect conversion at the applicable default conversion price.

On January 8, 2026, the institutional investor elected to convert a principal amount of $100,000.00 of November 2025 Notes, plus the related aggregate accrued and unpaid interest and Make-Whole Amount of $120,715.22 into 98,096 Ordinary Shares.

The fair valuation of the November 2025 Notes as of June 30, 2026 was $7,092,463.

During the quarter ended March 31, 2026, the Company entered into a securities purchase agreement with the same institutional investor pursuant to which it issued junior convertible notes with an aggregate principal amount of $5.56 million, for gross proceeds of $5.0 million, before fees and other expenses. The notes were issued on January 20, 2026 pursuant to a registered public offering (the “January 2026 Notes”).

The January 2026 Notes have a contractual maturity of approximately 17 months from the date of issuance, maturing on June 20, 2027, and bear interest at a rate of 14% per annum, increasing to 18% per annum upon the occurrence and during the continuation of an event of default. A portion of the principal amount of $0.93 million, together with accrued but unpaid interest, is payable in quarterly installments, commencing three months from the date of issuance.

The January 2026 Notes are convertible at the option of the holders, in whole or in part, at any time, into Ordinary Shares at an initial conversion price of $3.50 per share, subject to customary anti-dilution adjustments and beneficial ownership limitations. In connection with this issuance, the Company and the investor amended the November 2025 Notes to add cross-default provisions and certain covenants consistent with the terms of the new notes, and include covenants that limit the Company’s ability to incur additional indebtedness or certain equity or equity-linked securities while the Notes are outstanding.

The fair valuation of the January 2026 Notes as of June 30, 2026 was $6,002,901.

As of June 30, 2026, the fair value of the November 2025 and January 2026 Notes was estimated using appropriate valuation techniques with key assumptions as follows:

Schedule of assumptions used in calculating estimated fair value of convertible notes

During the quarter ended June 30, 2023, the Company (through Roadzen (DE)) entered into a $7.5 million senior secured note purchase agreement with Mizuho Securities USA LLC as lender and administrative agent, which originally had a maturity date of June 30, 2024. In connection with this facility, on May 14, 2024, and as required under the terms of the agreement, the Company issued to the lender warrants to purchase 1,432,517 Ordinary Shares at an exercise price of $0.001 per share.

On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4.0 million in principal, bringing the total principal amount to $11.5 million, and extending the maturity date to December 31, 2024. The amended notes otherwise maintained all original terms, including a 15% per annum interest rate, without the requirement for any additional warrants.

On February 28, 2025, the Company entered into Amendment No. 2 to the senior secured notes, which (i) extended the maturity date of the $11.5 million in outstanding principal from December 31, 2024 to December 31, 2025, and (ii) provided for the joinder of Roadzen (DE) as an additional guarantor under the facility. No additional principal was advanced under Amendment No. 2, and the aggregate outstanding principal was confirmed at $11.5 million. In connection with the amendment, the Company issued to the lender an amended and restated warrant to purchase an additional 104,566 Ordinary Shares at an exercise price of $0.001 per share, increasing the total warrant coverage to 1,537,083 Ordinary Shares at an exercise price of $0.001 per share; this amended and restated warrant amends, restates and supersedes in its entirety the original warrant for 1,432,517 Ordinary Shares issued on May 14, 2024. The Company also granted the lender registration rights with respect to the resale of the ordinary shares issuable upon exercise of the warrant. The interest rate and other principal terms of the notes were otherwise unchanged.

On June 26, 2026, the Company entered into Amendment to the senior secured notes with Mizuho Securities USA LLC, which extended the maturity date of the $11.5 million in outstanding principal from December 31, 2025 to July 7, 2027. No additional principal was advanced under the new Amendment, and the interest rate and other principal terms of the notes were otherwise unchanged.

f) As of June 30, 2026, the aggregate maturities of long-term borrowings are as follows:

Schedule of maturities of long-term borrowings excluding convertible notes

Schedule of short term borrowings 

Summary of loans from banks and others 

1. Promissory Note

As the accounting acquirer Roadzen (DE) assumed a promissory note amounting to $2.7 million, issued at a discount of 10% which was obtained to finance transaction costs in connection with the Business Combination. The promissory note is not convertible, and accrues interest at the rate of 20% per annum and was due and payable upon the earlier of the date on which the Company consummates its Business Combination or the date of the liquidation of the Company. During the quarter ended December 31, 2025, an aggregate amount of $250,000 of principal and $136,959 of accrued interest under the promissory note was settled through issuance of 309,567 Ordinary Shares of the Company. Following such settlement, the outstanding balance of the promissory note was reduced accordingly.

On February 28, 2026, the Company entered into an Agreement for Mutual Set-Off, Waiver, and Release of Obligations between Roadzen, Inc. (DE) and the Parent. Pursuant to the agreement, obligations totaling $1,127,689 (including accrued interest) under the promissory note were discharged by way of mutual set-off against advance receivables of $645,000 previously funded by Roadzen (DE) to the original note purchaser through intermediaries, together with the related original issue discount of $64,500 and accrued compounded interest of $418,189. The outstanding balance of the promissory note (including interest) was reduced by $1,127,689. The net outstanding payable of the original note of $2.7 million as of June 30, 2026 is $1,742,834.

Additionally, Roadzen (DE) also assumed a convertible promissory note amounting to $1.03 million which was obtained to finance transaction costs in connection with the Business Combination. The convertible promissory note is a non interest-bearing instrument and payable upon the consummation of a Business Combination or may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the holder’s discretion. The warrants would be identical to the Public Warrants described in note 15.

The Company has not honored repayment of these promissory notes on their due dates.

2. Senior Notes

During the quarter ended March 31, 2024 and June 30, 2024 the Company issued three $0.5 million notes totaling $1.5 million at an interest rate of 17.5% and maturing on the sixth month anniversary of each note’s funding, although failure to pay the principal and accrued interest by that date does not constitute an event of default, increasing two percentage points each month thereafter to a maximum of 29.5%. During the quarter ended December 31, 2025, the Company paid off one note in full, as well as the principal on a second note. During the quarter ended June 30, 2026, the Company paid off the full accrued interest on the second note, thereby leaving one note outstanding with a principal balance of $0.6 million (inclusive of $0.1 million of accrued interest reset into the principal).

3. Junior Business Loan

On November 12, 2025 Roadzen (DE) entered into a Junior Business Loan and Security Agreement with Agile Lending, LLC (“Agile”) for a principal amount of $3.0 million, refinancing and replacing the previous Junior Business Loan and Security Agreement entered into by National Automobile Club, Inc. (“NAC”) on August 7, 2025. The loan is secured by a continuing security interest in Roadzen (DE)’s assets, including its accounts, equipment, inventory, general intangibles, and deposit accounts, together with all proceeds thereof, as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable in weekly installments and matured 36 weeks from the effective date, on July 22, 2026. The loan has been fully repaid as of June 30, 2026

On March 18, 2026, the Company entered into an additional Junior Business Loan and Security Agreement with Agile for a principal amount of $2,625,000. The loan is secured by a continuing security interest in substantially all of the assets of the borrowers, including accounts, equipment, inventory, general intangibles (including intellectual property), deposit accounts and the proceeds thereof, on a junior basis, as defined in the agreement. The loan carries an effective payment multiplier of 1.42, inclusive of all interest and fees, is repayable in weekly installments, and matures 36 weeks from the effective date, on November 24, 2026.

On June 15, 2026, the Company entered into another Junior Business Loan and Security Agreement with Agile as lead lender and Agile Capital Funding, LLC as collateral agent, for a principal loan amount of $1,800,000. The loan was funded net of an administrative agent fee of $90,000 and repayment of $690,899.90 owed under a prior facility, resulting in net proceeds to the Company of $1,019,100.10. The loan is repayable in 40 equal weekly installments of $63,900, commencing June 23, 2026, with a maturity date 40 weeks from the effective date (March 23, 2027). The total repayment amount, including all interest and fees, is $2,556,000, reflecting a payment multiplier of 1.42x on the principal amount.

On June 18, 2026, the Company entered into a further Junior Business Loan and Security Agreement with Agile as lead lender and Agile Capital Funding, LLC as collateral agent, for a principal loan amount of $635,000. The loan was funded net of an administrative agent fee of $135,000, resulting in net proceeds to the Company of $500,000. The loan is repayable via a $600,000 payment due December 15, 2026, followed by three monthly installments of $41,300, with a maturity date 9 months from the effective date. The total repayment amount, including all interest and fees, is $723,900, reflecting a payment multiplier of 1.14x on the principal amount.