Roadzen Inc. Debt Disclosure

13 Borrowings

 

A Long-term borrowings consist of the following:

 Schedule of Long Term Borrowings

		As of				As of
		March 31, 2025				March 31, 2024
Loans from banks (note a)			167,177				112,169
Secured debentures (note b)			1,718,596				2,214,754
Convertible debenture (note c)			1,158,446				1,374,481
Less: current portion of long-term borrowings			(2,904,444	)			(2,228,471	)
Long term borrowings			139,775				1,472,933

 

a) Loans from banks:

 Schedule of Loans from Banks

Particulars		Maturity date		Amount outstanding
Long-term borrowings from banks		10-Aug-30			95,913
Long-term borrowings from banks		1-May-29			15,013
Long-term borrowings from banks		1-Oct-29			22,326
Long-term borrowings from banks		5-Jan-30			16,963
Long-term borrowings from banks		5-Jan-30			16,963
					167,177

 

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

 

b) Secured debentures:

 Schedule of Secured Debentures

Particulars		Maturity date (as amended)		Amount outstanding
N1 Series Debentures		31-Mar-25			448,621
N2 Series Debenture		31-Mar-25			254,064
N3 Series Debentures		31-Mar-25			317,873
N4 Series Debentures		31-Mar-25			698,038
					1,718,596

 

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 September 30, 2024, the company has entered into a modification arrangement with the debenture holders, resulting in amendment to the repayment terms for the following series of debentures:

 Schedule of Changes in Repayment Terms

Particulars		Original terms (Months)				Modified Terms (Months)
N1 Series Debentures			24				34
N2 Series Debenture			24				32
N3 Series Debentures			18				28
N4 Series Debentures			13				27

 

The company has not honored the repayment of the above debentures as on the amended date but has obtained an extension from the lender up to July 31, 2025. However, there is no new agreement in place for the same.

 

 

Roadzen Inc.

Notes to the consolidated financial statements

(in US $, except share count)

 

c) Convertible debenture

 

During the year ended March 31, 2025, the Company has outstanding $1.10 million unsecured convertible debentures to different parties which has maturity date of December 15, 2025. The instruments carry an interest rate of 13% per annum, unless otherwise specified, as below.

 

Redemption/Conversion

 

On Maturity

 

If any amount of principal or interest under the notes remain outstanding on the maturity date, the Company shall repay the principal together with payment of accrued interest.

 

Optional Conversion: The unpaid principal amount of this debenture (together with all accrued but unpaid interest thereon) shall be convertible, in whole or in part, at the option of the Holder at any time prior to the payment in full of the principal amount of this Debenture, 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 RDZN 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 Company: If at any time after the Original Issuance Date, of the closing price of the Common Stock of the company 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 this Debenture (together with all accrued but unpaid interest thereon) into such number of shares of fully paid and non-assessable shares of Common Stock as is determined by dividing the principal amount of the Debenture (together with all accrued but unpaid interest thereon) by the Conversion Price (a “Company Conversion”).

 

Warrants Entitlement

 

The Company has agreed to issue the warrants to the debenture holder 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 Warrant Share. The Warrants shall expire five (5) years after issuance.

 

The assumptions used in calculating estimated fair value of warrants due as of March 31, 2025 is as follows:

 Schedule of Assumptions Used in Calculating Estimated Fair Value

Risk free rate			3.96	%
Volatility			193.40	%
Annual Interest rate			13	%
Conversion Price		$	10

 

d) As of March 31, 2025, the aggregate maturities of long-term borrowings are as follows:

 

Schedule of Maturities of Long-term Borrowings Excluding Convertible Notes 

Period ending March 31, 2026			2,904,444
Period ending March 31, 2027			29,984
Period ending March 31, 2028			32,800
Period ending March 31, 2028 onwards			76,991
Long-term borrowings excluding convertible notes			3,044,219

 

B Short-term borrowings

 

Schedule of Short Term Borrowings 

		As of March 31, 2025				As of March 31, 2024
Loans from banks (note a)			263,846				781,455
Loans from related parties			115,086				1,096,109
Loans from others (note b)			19,486,713				13,877,265
Short term borrowings			19,865,645				15,754,829

 

a) Loans from banks and others

 

Summary of Loans from Banks and Others 

Particulars		Weighted average borrowing rate
Short-term borrowings from banks and others			15.31	%

 

 

Roadzen Inc.

Notes to the consolidated financial statements

(in US $, except share count)

 

b) Loan from others

 

1. During the quarter ended June 30, 2023, Roadzen (DE) entered into a $7.5 million senior secured notes agreement with Mizuho as a lender and administrative agent, which originally had a maturity date of 30 June, 2024 June 30, 2024. On May 14, 2024, as required by the terms of this senior secured notes agreement, the Company issued to the lender Mizuho, a warrant to purchase 1,432,517 Ordinary Shares at an exercise price of $0.0001 per share. On July 26, 2024, the Company entered into Amendment No. 1 to the senior secured notes, providing for an additional $4 million in principal amount to a total of $11.5 million, and an extension of the maturity date to December 31, 2025. Terms of the notes are otherwise the same as the original notes issued in June 2023, including an interest rate of 15% per annum, and did not require any additional warrants.

 

2. As the accounting acquirer Roadzen (DE) has assumed promissory note amounting to $2.7 million 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 interest of 20% per annum and is due and payable upon the earlier of the date on which the Company consummates its initial Business Combination or the date of the liquidation of the Company. The company has not honored repayment of the promissory note on the due date.

 

Additionally, Roadzen (DE) also assumed Convertible Promissory Note amounting to $1.03 million which was obtained to finance transaction costs in connection with a Business Combination. The Convertible Promissory Notes 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 private placement warrants described in note 17. The company has not honored repayment of the promissory note on the due date

 

3. During the quarter ended December 31, 2024, Good Insurance Brokers Private Limited secured loan facilities from Hindon Mercantile Ltd amounting to $0.79 million., carrying an interest rate of 22%, with repayment scheduled in eight installments in four months from the date of loan.

 

4. During the quarter ended March 31, 2024 and June 30, 2024 the company has issued $1.0 million and $0.5 million notes at an interest rate of 17.5% PA and mature on the sixth month anniversary of the funding of the notes respectively. The interest rate on the notes can be increased maximum up to 29% as per the applicable condition of repayment.

 

5. During the year ended March 31, 2023, Roadzen Technologies Private Limited secured loan facilities from Cambridge Innovations Private Limited amounting to $0.27 million bearing an interest rate of 8% per annum, repayable within 22 months from the issuance date. However, the Company has not honored the repayment of the above loan as on the reporting date. The company is in process to get an extension of repayment to March 31, 2026.

 

6. On March 31, 2025, the Company entered into a securities purchase agreement with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in a registered public offering, junior convertible notes for up to an aggregate principal amount of $2,300,000 (the “Junior Notes”) that may be convertible into the Company’s Ordinary Shares. The Junior Notes were sold for a gross purchase price of $2,000,000 before fees and other expenses. On April 1, 2025, the Company completed the sale of the Junior Notes to the Investor and issued the Junior Notes. The Junior Notes will mature one year from the date of issuance and will bear interest at a rate of 16% per annum (increasing to 18% per annum upon the occurrence and during the continuation of an event of default). 25% of the principal amount of the Junior Notes (less any amount previously converted by the holders), together with accrued but unpaid interest, is payable quarterly, commencing three months after the date of issuance.

 

The Junior Notes will have an initial conversion price of $2.00 and will be convertible at any time, in whole or in part and subject to certain beneficial ownership limitations, at the election of the holders, subject to customary adjustments upon any stock split, stock dividend, stock combination, recapitalization or similar event. The Company may redeem all or any portion of outstanding Junior Notes at any time upon at least five trading days’ written notice by paying an amount equal to the principal amount of the Junior Notes being redeemed, together with interest accrued on such principal amount through the date of redemption, and additional interest that would accrue on such principal amount through the maturity date (the “Make Whole Amount”).

 

Fair Value of the Warrants:

 

Summary of Estimated Fair Value of Working Capital Loan 

Closing price		$	0.06
Open price		$	0.06
High		$	0.06
Low		$	0.06