Roadzen Amends 10-K for Auditor Consent, Re-Files SOX Certs

TL;DR

**Roadzen's 10-K/A is a procedural fix, not a financial bombshell; it's a necessary step to ensure regulatory compliance, not a signal for a major shift in fundamentals.**

AI Summary

Roadzen Inc. (RDZNW) filed an Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended March 31, 2025, primarily to include a Consent from its Independent Registered Public Accounting Firm, ASA & Associates LLP, dated November 19, 2025. The original filing on June 26, 2025, unintentionally omitted this crucial consent. As a result of this amendment, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 have been re-executed and re-filed as of November 19, 2025. The company's aggregate market value of voting and non-voting common equity held by non-affiliates was $50,896,581 based on a closing price of $1.19 per share on September 30, 2024. As of June 20, 2025, Roadzen had 74,290,986 ordinary shares outstanding. This filing does not update any other financial or operational disclosures from the original June 26, 2025, filing, focusing solely on rectifying the exhibit omission and re-certifications.

Why It Matters

This 10-K/A filing is critical for investor confidence as it rectifies a significant regulatory oversight: the omission of the independent auditor's consent. Without this consent, the financial statements in the original 10-K would not be considered fully compliant with SEC regulations, potentially raising red flags for investors and regulators. The re-filing of Section 302 and 906 certifications by CEO Rohan Malhotra and CFO Jean-Nol Gallardo reinforces management's accountability for financial reporting accuracy. For employees and customers, this amendment signals a commitment to regulatory adherence, which can indirectly bolster trust in the company's stability. In a competitive market, maintaining robust financial reporting standards is paramount for attracting and retaining capital.

Risk Assessment

Risk Level: low — The risk level is low because this 10-K/A is a technical amendment to include a previously omitted auditor consent and re-file certifications, not a restatement of financial results or a disclosure of new adverse events. The filing explicitly states, "Except for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date." This indicates no new financial or operational risks have emerged.

Analyst Insight

Investors should view this filing as a positive, albeit minor, development, as it resolves a regulatory compliance issue without altering the underlying financial picture. No immediate action is required based on this amendment alone, but investors should continue to monitor Roadzen's future filings for substantive updates on its business performance and strategic direction, especially given its market value of $50,896,581 and $1.19 share price.

Key Numbers

• $50.9M — Aggregate Market Value (Market value of non-affiliate held equity as of September 30, 2024)
• $1.19 — Share Price (Closing price per share on September 30, 2024)
• 74.3M — Ordinary Shares Outstanding (Total shares outstanding as of June 20, 2025)

Key Players & Entities

• Roadzen Inc. (company) — Registrant
• ASA & Associates LLP (company) — Independent Registered Public Accounting Firm
• Rohan Malhotra (person) — Chief Executive Officer and Director
• Jean-Nol Gallardo (person) — Chief Financial Officer
• SEC (regulator) — Securities and Exchange Commission
• $50,896,581 (dollar_amount) — Aggregate market value of voting and non-voting common equity held by non-affiliates
• $1.19 (dollar_amount) — Closing price per share on September 30, 2024
• Nasdaq Stock Market LLC (company) — Exchange where shares are registered
• Steven Carlson (person) — Chairman and Director
• Supurna VedBrat (person) — Director

FAQ

Industry Context

Roadzen operates in the technology and insurance sectors, likely focusing on insurtech solutions. The competitive landscape involves a mix of established insurance providers and emerging technology companies aiming to disrupt traditional models through digital platforms and data analytics. Industry trends include increasing adoption of AI, personalized insurance products, and embedded insurance solutions.

Regulatory Implications

The primary regulatory implication of this filing is the correction of an administrative oversight regarding auditor consent and SOX certifications. This amendment ensures compliance with SEC filing requirements and reinforces the integrity of the financial reporting process. Failure to properly file such consents and certifications could raise concerns about internal controls and compliance procedures.

What Investors Should Do

1. Review the 'Explanatory Note' for clarity on the amendment's purpose.
2. Note that no new financial or operational data has been updated.
3. Confirm the re-execution of SOX certifications.

Key Dates

• 2025-06-26: Original Form 10-K filing for fiscal year ended March 31, 2025 — Initial annual report filing, later amended.
• 2025-11-19: Consent from Independent Registered Public Accounting Firm (ASA & Associates LLP) and re-filing of SOX certifications — Rectifies omission of auditor consent and re-certifies financial statements as of the original filing date.
• 2024-09-30: Market value of non-affiliate equity calculated — Establishes the company's market capitalization for non-affiliate shares.
• 2025-03-31: Fiscal year end — Marks the end of the reporting period for the annual report.

Glossary

10-K/A

An amendment to a company's annual report on Form 10-K, used to correct or supplement previously filed information. (This filing is an amendment to Roadzen's annual report.)

Sarbanes-Oxley Act of 2002 (SOX)

A federal law that mandates certain practices in financial and accounting information provided by public companies, including certifications by executives. (The filing includes re-executed certifications under Sections 302 and 906 of SOX.)

Independent Registered Public Accounting Firm

A firm of certified public accountants that is independent of the company and audits its financial statements. (ASA & Associates LLP is Roadzen's auditor, and their consent is included in this amendment.)

Ordinary Shares

The common stock of a company, representing ownership and typically carrying voting rights. (Roadzen's equity is represented by ordinary shares, with a specific number outstanding and market value provided.)

Warrants

Securities that give the holder the right, but not the obligation, to purchase shares of a company's stock at a specified price within a certain timeframe. (Roadzen has warrants registered for trading, exercisable for ordinary shares.)

Year-Over-Year Comparison

This filing is an amendment (10-K/A) to the original Form 10-K filed on June 26, 2025. It does not update any financial or operational disclosures from the original filing. Therefore, a comparison of key metrics like revenue growth, margin changes, or new risks to a previous year is not possible based on this amendment alone. The amendment's sole purpose is to include a missing auditor's consent and re-file SOX certifications.

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share RDZN The Nasdaq Stock Mar
• $11.50 — ary share, each at an exercise price of $11.50 per share RDZNW The Nasdaq Stock Ma
• $1.19 — gistrant, based on the closing price of $1.19 per share of the Registrant's ordinary

Filing Documents

• form10-ka.htm (10-K/A) — 259KB
• ex23-1.htm (EX-23.1) — 4KB
• ex31-1.htm (EX-31.1) — 16KB
• ex31-2.htm (EX-31.2) — 16KB
• ex32-1.htm (EX-32.1) — 10KB
• ex23-1_001.jpg (GRAPHIC) — 14KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• ex23-1_003.jpg (GRAPHIC) — 3KB
• 0001493152-25-024374.txt ( ) — 591KB
• rdzn-20250331.xsd (EX-101.SCH) — 4KB
• rdzn-20250331_def.xml (EX-101.DEF) — 27KB
• rdzn-20250331_lab.xml (EX-101.LAB) — 37KB
• rdzn-20250331_pre.xml (EX-101.PRE) — 26KB
• form10-ka_htm.xml (XML) — 9KB

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ROADZEN INC. Date: November 19, 2025 By: /s/ Rohan Malhotra Name: Rohan Malhotra Title: Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Rohan Malhotra Chief Executive Officer and Director November 19, 2025 Rohan Malhotra (Principal Executive Officer) /s/ Jean-Nol Gallardo Chief Financial Officer November 19, 2025 Jean-Nol Gallardo (Principal Financial and Accounting Officer) /s/ Steven Carlson Chairman and Director November 19, 2025 Steven Carlson /s/ Supurna VedBrat Director November 19, 2025 Supurna VedBrat /s/ Zo Ashcroft Director November 19, 2025 Zo Ashcroft /s/ Diane B. Glossman Director November 19, 2025 Diane B. Glossman 4

View Full Filing

View this 10-K/A filing on SEC EDGAR