| (1) |
Pursuant
to Rule 416(a) of the Securities Act of 1933, as amended, this registration statement (this “Registration Statement”)
shall also cover an indeterminate number of additional ordinary shares (“Ordinary Shares”), par value $0.0001 per share,
of Roadzen Inc. (the “Registrant”) that become issuable under Roadzen Inc. 2023 Omnibus Incentive Plan (the “Incentive
Plan”) and Roadzen Inc. 2023 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without receipt of consideration. |
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| (2)
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Calculated
pursuant to Rule 457(c) and 457(h) under the Securities Act, solely for the purposes of calculating the registration fee, based on
the average of the high and low prices of the Ordinary Shares as reported on the Nasdaq Global Market on November 25, 2025. |
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| (3) |
Represents
Ordinary Shares issuable under the Incentive Plan, including 1) 6,844,082 Ordinary Shares available for issuance following the consummation
of the business combination by and among the Registrant, Roadzen, Inc., a Delaware corporation, and Vahanna Merger Sub Corp., a Delaware
corporation, on September 20, 2023 (the “Business Combination”); 2) 3,422,041 Ordinary Shares available for issuance
beginning with calendar year 2024; and 3) 3,598,434 Ordinary Shares available for issuance beginning with calendar year 2025. |
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| (4)
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Represents
Ordinary Shares issuable under the ESPP, including 1) 1,368,816 Ordinary Shares available for issuance following the consummation
of the Business Combination; 2) 684,408 Ordinary Shares available for issuance beginning with calendar year 2024; and 3) 719,687
Ordinary Shares available for issuance beginning with calendar year 2025. |