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Borrowings
3 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Borrowings

13. Borrowings

A.
Long-term borrowings consist of the following:

 

 

 

 

 

 

As of
 June 30,
2024

 

 

As of
March 31,
2024

 

Loans from banks (note a)

 

 

 

 

 

126,365

 

 

 

112,169

 

Secured debentures (note b)

 

 

 

 

 

2,212,644

 

 

 

2,214,754

 

Convertible debenture (note c)

 

 

 

 

 

1,252,554

 

 

 

1,374,481

 

Less: current portion of long-term borrowings

 

 

 

 

 

(2,225,255

)

 

 

(2,228,471

)

 

 

 

 

 

1,366,308

 

 

 

1,472,933

 

 

a)
Loan from banks:

 

Particulars

 

 

Interest
rate

 

Maturity
date

 

Amount
outstanding

 

 Long-term borrowings from banks

 

 

8.75%

 

10-Aug-30

 

 

108,764

 

 Long-term borrowings from banks

 

 

9.00%

 

1-May-29

 

 

17,601

 

 

 

 

 

 

 

 

126,365

 

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

b)
Secured debentures:

 

Particulars

 

 

Interest
rate

 

 

Maturity
date

 

Amount
outstanding

 

N1 Series Debentures

 

 

 

19.50

%

 

31-May-24

 

 

577,586

 

N2 Series Debenture

 

 

 

19.50

%

 

31-Jul-24

 

 

327,100

 

N3 Series Debentures

 

 

 

19.25

%

 

31-May-24

 

 

409,252

 

N4 Series Debentures

 

 

 

20.00

%

 

31-Jan-24

 

 

898,705

 

 

 

 

 

 

 

 

 

2,212,644

 

 

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

c)
Convertible debenture

During the period ended June 30, 2024, the Company has outstanding $1.10 million unsecured convertible debentures to different parties which have 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 i.e. $10 per share.

However the conversion price is subject to downward adjustment if, on December 15, 2024, the volume-weighted average price (or VWAP) of RDZN for the thirty (30)-trading day period immediately preceding the December 15, 2024 is less than the original conversion price, subject to a floor of $8.50 per share.

Mandatory Conversion by Company

If at any time after the original issuance date, 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 June 30, 2024 are as follows:

 

Risk free rate

 

 

 

 

4.33

%

Volatility

 

 

 

 

150.25

%

Annual Interest rate

 

 

 

 

13

%

Conversion Price

 

 

 

$10

 

 

d. As of June 30 2024, the aggregate maturities of long-term borrowings are as follows:

 

Period ending March 31, 2025

 

 

 

 

 

 

 

2,225,255

 

Period ending March 31, 2026

 

 

 

 

 

 

 

18,106

 

Period ending March 31, 2027

 

 

 

 

 

 

 

19,776

 

Period ending March 31, 2027 onwards

 

 

 

 

 

 

 

75,872

 

 

 

 

 

 

 

 

 

2,339,009

 

 

B.
Short-term borrowings

 

 

 

 

 

As of
 June 30,
2024

 

 

As of
March 31,
2024

 

Loans from banks (note a)

 

 

 

 

 

829,920

 

 

 

781,455

 

Loans from related parties

 

 

 

 

 

1,114,878

 

 

 

1,096,109

 

Loans from others (note b)

 

 

 

 

 

15,011,893

 

 

 

13,877,265

 

 

 

 

 

 

16,956,691

 

 

 

15,754,829

 

 

a)
Loans from banks and others

 

Particulars

 

Weighted average borrowing rate

 

Short-term borrowings from banks and others

 

 

14.00

%

 

 

 

 

Loans from banks includes a loan facility taken by Good Insurance Brokers Private Limited from The Hongkong and Shanghai Banking Corporation Limited for an amount of $0.57 million and same is secured by way of exclusive charge of hypothecation of the entire current assets both present and future, exclusive charge over deposit under lien to the extent of 50% and Corporate Guarantee (CGT) from Roadzen (DE) along with relevant certified true copy of the Board Resolution and constitutional documents.

b) Loans 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. 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, subsequent to the date of the balance sheet, 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, 2024. 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 $2.46 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.
3.
During the quarter ended December 31, 2023, Good Insurance Brokers Private Limited secured loan facilities from two financial institutions. A loan of $0.76 million was obtained from Mufin Green Finance Ltd., bearing an interest rate of 17.5%, with repayments scheduled in monthly installments up to November 2024. Additionally, a loan of $0.06 million was availed from Hindon Mercantile Ltd., carrying an interest rate of 21%, with the principal amount repayable in bullet payments within 60 days from the date of each disbursement
4.
During the quarter ended June 30, 2024 and March 31, 2024 the Company has issued $1.0 million and $0.5 million notes at an interest rate of 17.5% per annum 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.
As the accounting acquirer, Roadzen (DE) is deemed to have 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 16. The Company has not honored repayment of the promissory note on the due date.

 

Fair Value of the Warrants:

 

 

 

 

 

 

 

 

 

 

Closing price

 

 

 

 

 

 

$

0.05

 

Open price

 

 

 

 

 

 

$

0.05

 

High

 

 

 

 

 

 

$

0.05

 

Low

 

 

 

 

 

 

$

0.05