{"url_path":"/sec/zcar/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-078029-index.html","accession_number":"0001213900-26-078029","cik":"0001854275","ticker":"ZCAR","issuer_name":"Zoomcar Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1854275/0001213900-26-078029-index.html","primary_entity_key":"0001854275","primary_entity_name":"Zoomcar Holdings, Inc."},"word_count":13133,"has_tables":true,"body_markdown":"** **\n\n**Item\n1. Business**\n\n** **\n\n**Mission**\n\n** **\n\nZoomcar’s\nmission is to transform the urban mobility landscape across emerging market countries by connecting individuals with short and medium-term\ntransportation needs with vehicle owners through the convenience of our scalable digital platform designed to provide persons seeking\nshort-term vehicle use with personalized travel solutions while also providing entrepreneurial opportunities for vehicle owners to financially\nbenefit from sharing their car within their community.\n\n \n\n**Overview**\n\n** **\n\nZoomcar,\nheadquartered in Bangalore, India, is a leading emerging market-focused online car sharing marketplace, based on the number of current\nvehicles and active users on our platform. Our platform enables car owners (“Hosts”) and persons in temporary need of vehicles\n(“Guests”) to connect and share the use of a Host’s car, made available to Guests at mutually convenient locations.\n\n \n\nFounded\nin 2012, our online platform facilitates mobility in emerging markets, where convenient, cost-efficient transportation options are limited.\nGuests on our platform browse and choose from a range of available car models, makes, sizes and price points to book vehicles listed\non our platform by Hosts. Hosts, in turn, can turn underutilized vehicles into revenue-generating opportunities by sharing their cars\nwith individuals who require a car to satisfy leisure, work or other short to medium-term transportation needs. Further, in October 2022,\nwe entered into the Merger Agreement with IOAC, a special purpose acquisition company with securities traded on the Nasdaq Stock Market\npursuant to which we agreed, subject to satisfaction of certain conditions and the terms of the Merger Agreement, to engage in and consummate\nthe Business Combination transaction. The Business Combination was consummated on December 28, 2023. Pursuant to the Business Combination,\nMerger Sub, a Delaware corporation and a wholly owned subsidiary of IAOC, merged with Zoomcar, Inc. with the Company continuing as the\nsurviving entity. Zoomcar, Inc. thus became a wholly owned subsidiary of IAOC and IAOC was renamed as Zoomcar Holdings, Inc. with its\nsecurities traded on the Nasdaq Stock Market. As a result of this Business Combination, the stockholders (including common and preferred\nstock) of Zoomcar, Inc. were issued common stock of the Company. Subsequently, on May 6, 2025, Zoomcar Holdings, Inc. (the “Company”)\nreceived notice Nasdaq that the Nasdaq Hearings Panel (the “Panel”) has determined to delist the Company’s common stock\nand public warrants after it failed to meet certain continuing listing standards within the prescribed time period. Following the delisting\nof its common stock from the Nasdaq Global Market, the Company continues to be a reporting company under the Securities Exchange\nAct of 1934. The Company’ common stock and public warrants have commenced trading on the OTC Markets Group trading platform at\nthe open of trading on May 8, 2025, under the symbols “ZCAR” and “ZCARW,” respectively. The Company has applied\nfor trading on the OTCQX Best Market for its common stock and on the OTCQB Venture Market for its public warrants.\n\n \n\nWe\nbelieve our business model is particularly well-suited to emerging markets because of the transportation challenges faced by urban residents\nin these areas. In India, the market that Zoomcar serves, the costs of car ownership can be prohibitively high relative to average personal\nincome levels, with less than ten percent of persons in these markets owning a car. At the same time, these individuals typically lack\naccess to alternative transportation modalities that are sufficiently convenient or affordable. The market also has growing middle classes,\nrapidly urbanizing metropolitan areas, and vast numbers of young, tech-fluent citizens. In total, these overarching demographic trends\nall contribute to management’s estimated total addressable market for year ended March 31, 2026 in emerging markets of $186 billion,\nof which India accounts for $19 billion, making India the most important market for us. The opportunity around the growing total addressable\nmarket is further described under the heading “*Market Opportunity*” below.\n\n \n\nAlready\npresent in over 100 cities across India, we plan to continue evolving our platform offerings to meet Guests’ mobility needs in\nways that are convenient, modern and cost-efficient, providing both transportation solutions and entrepreneurship opportunities within\nthe communities where we operate. Our business model has evolved since our inception, as our platform originally offered short-term rental\nof vehicles owned or leased directly by Zoomcar. Between 2018 and 2020, we began shifting the focus of our technology and product development\nefforts towards capabilities relevant to our current “asset-light” business model focused on our digital platform for peer-to-peer\ncar sharing. We completed our business model shift during the second half of 2021. Over time, we have expanded our platform’s functionality,\nand we continue to evolve our offerings as consumer preferences change.\n\n \n\nOur technology is the backbone of our peer-to-peer car sharing platform.\nAs of March 31, 2026, almost half of our full-time employees are employed as technical staff that develop and refine the artificial intelligence\nand machine-learning algorithms that, among other things, help to optimize pricing models, determine appropriate damage coverage options\nfor Guests, present Hosts and Guests with opportunities for ratings-based rewards and to monitor appropriate use of our platform. Our\nplatform provides powerful tools for vehicle searching and discovery, Host and Guest chat and vehicle and driver tracking and ratings\nfeatures. Highly-ranked Hosts with multiple vehicle offerings and highly rated prior hosting experiences can earn favorable placements\nfor their vehicles on our platform. Guests can use the Host ratings and reviews shared on our platform to choose vehicles that best suit\ntheir needs and preferences. Our customized GPS-enabled vehicle tracking systems allow us to integrate Guest driving data into our computation\nof “driver scores” which comprise an important part of the feedback and review systems that collectively foster a trust-based\ncommunity of Zoomcar platform users. We supplement our core platform technology through a software-enabled keyless entry application that\nis deployed across the vast majority of Host vehicles, thereby enabling Guests to access booked vehicles in a contactless fashion through\ntheir personal smartphones.\n\n \n\n1\n\n \n\nAs of March 31, 2026, we had approximately 33,383 registered Host vehicles\nand approximately 2.5 million active Guests (defined as Guests who have searched our platform for vehicles or bookings within the preceding\ntwelve (12)-month period) participating in our marketplace.\n\n \n\nWe\nexpanded our business outside of India in 2021 to Indonesia, Egypt and Vietnam. After carefully managing return on investment in these\nmarkets, we confirmed that our business model fits the needs of customers in Indonesia, Vietnam and Egypt, however, scaling in these\ncountries requires investments in marketing which we do not currently have capital to achieve. Accordingly, we decided to cease operations\nin Vietnam in 2023, and in Indonesia and Egypt in 2024, so that we can concentrate our engineering and financial resources in India.\nOver time, Zoomcar plans to further increase penetration within India and, in the future, to expand into additional countries, subject\nto our financial condition.\n\n \n\n**How\nour Platform Works**\n\n** **\n\n*Accessing\nOur Platform*\n\n* *\n\n \n●\n**Hosts**:\nOur platform is designed to make it quick and easy for vehicle owners to create a “Host” account, complete our onboarding\nand registration process (i.e., add basic profile and vehicle information, which is then validated by Zoomcar), create attractive\nvehicle listings and connect with Guests seeking to book trips. Our platform includes AI and machine-learning- developed functionality\nthat enable Hosts to manage their vehicle listings and rewards, pre-set booking parameters, optimize discretionary booking price\nelements and exchange messages with Guests as needed. Prior to listing a vehicle on the Zoomcar platform, the Host is encouraged\nto install a customized IoT device pre-programmed by Zoomcar to enable GPS tracking and data collection by Zoomcar and keyless, digital\nvehicle access by Guests.\n\n* *\n\n \n●\n**Guests**:\nGuests seeking vehicles establish an account on our platform by providing basic identification, driver’s license and payment\ninformation. Guests browse our vehicle catalogue to find cars sorted by a variety of criteria to meet their transportation needs.\nOur platform is intended to be both efficient and highly personalized, incorporating search-and ranking-based algorithms powered\nby back-end data science models that use historical bookings and recent search data, to offer the most personalized vehicle catalogue\nresults to the Guest. Our platform functionality is constantly evolving and improving, often in response to feedback from Guests,\nwhose ratings and reviews are at the core of the community-driven ethos of our platform.\n\n* *\n\n*Browsing\nand Selecting Vehicles*\n\n* *\n\nOur\nplatform allows Guests to search listed vehicles in our catalogue across multiple criteria, including price, location, car type, rating,\nand other relevant parameters. Although listings on our platform change over time, there are generally a wide variety of vehicles available\nto Guests, including numerous options for compact cars, sedans, SUVs and oftentimes luxury, electric, or other premium vehicles; many\nlisted vehicles have specific features, such as luggage racks, extra trunk storage, children’s car seats and other criteria that\nGuests find desirable for specific use cases (such as, for example, a weekend get-away trip, moving homes or a family vacation). The\ndensity of vehicles available to Guests across cities within our current markets, particularly in the largest urban areas, enables most\nGuests to identify and book vehicles at locations close to their homes or workplaces. The platform also allows certain highly-ranked\nHosts to provide Guests an option of doorstep delivery, therein providing incremental last-mile convenience to the Guest. Guests can\nobserve reviews by other Guests when choosing vehicles, which helps to further build out a community of trust and transparency between\nGuests and Hosts.\n\n \n\n*Bookings*\n\n* *\n\nGuests\nbook and pay for the use of vehicles directly through our platform through our mobile applications (Android and iOS) or website. We refer\nto a scheduled trip or other vehicle use case (e.g., booking a car for a three-day leisure outing) as a “**trip**,” and\na trip arranged through our platform as a “**booking**.” We consider a trip booking process to be complete when a Guest\nselects a listed vehicle for a trip and pays Zoomcar the upfront portions of the total trip fees, as further described under the heading\n“*Payments/Revenues*” below. Guests can view upcoming and past bookings within our app and can also extend or modify\nbookings through the platform (with associated fees, as applicable). Guests can also start and end bookings remotely from their mobile\napp and have opportunities to accumulate or redeem rewards and incentives associated with trips they complete with booked vehicles, as\nfurther described below.\n\n \n\n*Trips*\n\n* *\n\nOnce\na Guest has booked a vehicle, the Guest receives information from our platform to access the vehicle and start their trip. To access\nthe booked vehicle, the Guest most commonly unlocks the booked car through a keyless entry process connected to the in-vehicle hardware\ninstalled on the Host vehicle. Our mobile apps enable Guests and Hosts to communicate via messenger and email as necessary to coordinate\nany logistical details or answer any other related question. Once a trip is complete, the Guest must return the booked car in the same\ncondition as when the trip commenced and pay any additional associated fees that were not due upon booking, such as fuel charges or vehicle\ndamage penalties.\n\n \n\n2\n\n \n\n*Payments/Revenues*\n\n \n\nGuests\npay Zoomcar certain fees upon booking a vehicle. These fees typically include an “upfront booking fee” (less any applicable\ndiscounts and credits), a trip protection fee and a platform convenience fee. Other charges, such as fuel refilling or vehicle damage\nrelated charges, if incurred, are paid by Guests upon trip completion. We currently accept online payments via credit card debit card,\nonline banking, and digital payment alternatives such as UPI (in India) and other digital wallet platforms. We plan to accept additional\nforms of payment as new digital payment modes become available in our market.\n\n \n\nWe\nrefer to the total payment from a Guest in respect of a completed trip as the “Gross Booking Value” or “GBV”;\nwe use “Average Transaction Value,” or “ATV,” to refer to the average GBV per booking during a particular time\nperiod and “booking days” to refer to the total days (24 hours, measured in minutes) during a given measurement period that\none or more vehicles on our platform is booked and used for a trip. Certain portions of the GBV associated with each trip are paid 100%\nto the Host (e.g., fuel costs) and other portions are retained 100% by Zoomcar (e.g., value added trip protection fees); the balance\nof fees paid by Guests are apportioned 60% to the Host and 40% to Zoomcar. For more information on allocation of revenue between Hosts\nand Zoomcar, please see the section titled *“Management’s Discussion and Analysis - Standard Booking Flow.”*\n\n \n\n*Rewards\nand Incentives*\n\n* *\n\nWe\nutilize certain rewards and incentives to encourage repeat and incremental transactions on our platform. For example, Guests that refer\nnew customers to Zoomcar receive redeemable credits when new users complete bookings; These credits are also issued as a part of loyalty\nprogram which involves discounts or credits offered to Guests that they can redeem when booking subsequent trips on our platform.\n\n \n\n**Industry\nand Consumer Preferences**\n\n** **\n\nOur\nplatform is designed around consumer preferences and aims to provide smart transportation solutions within urban communities across emerging\nmarket countries. Mobility options are currently limited in the markets we serve and the transportation options that are currently available\nare often outdated, expensive and, in many cases, inflexible and inconvenient for short-term needs. Our business model and platform offerings\ncontinue to evolve with changing consumer expectations and the observable shift in emerging market populations toward personalized, digitized\ngoods and services offered on-demand. We believe that our positioning in most major cities in India, together with our scalable technology\nand platform features, make Zoomcar well-positioned to continue attracting customers from addressable markets with few parallels in terms\nof scale and size. As further described below, based on publicly available population and economic data published by the United Nations,\nFitch and other sources, coupled with Zoomcar management estimates informed by professional experience, as of March 31, 2026, our platform\nhas a serviceable addressable market in emerging markets of approximately $46.5, assuming a penetration rate of less than 25% among potential\ncustomers expected to fall within certain demographic parameters, and a total addressable market of $186 billion in emerging markets,\nassuming broader adoption across a potential customer base that includes Hosts and Guests across the 25 countries we identify as our\npotential target markets. Based on the estimates and the bookings catered by our platform we estimate that the size of the total addressable\nmarket in India is $74.4billion, and hence, at present we are focused on investing our technology and financial resources in India. Currently\nall of our revenue is derived in India and as of the date of this Form 10-K have ceased operations outside India. There is no guarantee\nwe will be able to expand into any additional markets or raise significant revenue in any new markets in which we might operate in the\nfuture.\n\n \n\n*Limitations\nof Current Mobility Offerings in Emerging Markets*\n\n* *\n\nWith\nthe rapid transition to digitally enabled consumer services, the limitations of the present mobility options in emerging markets have\nbecome more apparent:\n\n \n\n \n●\n**Personal\ncar ownership is expensive, inefficient and not scalable for most of the urban population.**Publicly available predictive demographic\ndata suggest that, by 2026, there will be an estimated population of 1.8 billion across “our target urban centers within these\nemerging market countries,” defined to include 25 countries located within Southeast Asia, countries situated in and around\nthe Middle East and North Africa, Latin America and Central Asia (“**MENA**”), with corresponding vehicle ownership\nwhich we estimate (assuming a 5% compound annual growth rate) to exceed 210 million cars across our target emerging markets during\nthe same time period. Even with this seemingly large number of cars, personal vehicle ownership rates currently remain below 10%\nacross a majority of our target emerging markets economies. Further, in contrast to Western markets, owning a car in emerging markets\ncan be prohibitively expensive relative to average incomes. High import duties and excise taxes in many emerging markets contribute\nto expensive upfront vehicle prices. At the same time, the used car market in emerging markets remains largely decentralized, unorganized\nand offline, thereby making it more challenging for consumers to obtain transparent, affordable pricing for quality vehicles. Additionally,\nthe vehicle financing market remains largely undeveloped in our target emerging markets, as interest rates may be between 10% and\n15%, with many financiers requiring down payments of 20% to 30% or higher. Additionally, even traditional car leasing options are\nin short supply in many emerging markets given the relatively high interest rate environment and lack of robust, reliable credit\ndata, combined with other barriers to entry that may be presented by local regulatory considerations.\n\n \n\n3\n\n \n\n \n●\n**Ride\nsharing solutions (similar to Uber or other local market equivalent) cover very different consumer use cases and do not meet longer-distance\ntravel requirements.**Ride sharing solutions generally serve limited use cases that are focused on intra-city point-to-point travel.\nWe believe the majority of ride sharing use cases are for trips under 15 miles, above which the pricing becomes unattractive to most\nconsumers, as pricing models need to take into account the costs associated with the driver’s return trip, which we believe\nmay add between 20-30% to the overall trip price. In addition to being a more cost-effective alternative to ride sharing, we believe\nthat car sharing offers advantages relating to autonomy, privacy, convenience and comfort. Moreover, the range of vehicle options\navailable through a car sharing platform greatly outweigh those options available under a ride-hailing option.\n\n \n\n \n●\n**Traditional\ncar rental and chauffer services in our target emerging markets are generally unorganized, largely offline, and oftentimes still\ncome with a driver included.**A collection of smaller, largely offline operators provides car rental services to the end consumers\nneeding cars for personal use in our target emerging markets. In the absence of traditional car rental companies, these local “mom\nand pop” providers offer less standardized services that do not provide the driver with significant choice or price transparency\n(e.g., many still require an upfront cash deposit). Additionally, the offline providers typically do not have broad local presences\nand are thus unable to offer value added services like home delivery or flexible vehicle extensions. The unorganized rental providers\nalso focus on offline fulfilment which is not digitally enabled and therefore require significant manual intervention to start the\ntrip. A final key distinction with traditional car rental service providers in our target emerging markets is that many remain focused\non providing the vehicle alongside a chauffeured driver, thereby adding to the expense of the car use.\n\n \n\n*Evolving\nConsumer Expectations*\n\n* *\n\nIn\nparallel with the limitations of present mobility options in our target emerging markets, consumer expectations are also evolving, with\ndiscernible and dynamic shifts among tech-enabled emerging market populations. The following are some key developments that Zoomcar management\nviews as shaping current evolutions in personal mobility:\n\n \n\n \n●\n**Mobile-app-based,\non-demand solutions offer improved levels of customer convenience and flexibility.**Over the past decade, mobile technology usage\nhas proliferated across our target emerging markets, and we believe consumers now expect digital access to a wide range of goods\nand services including dining, personal shopping, travel and tourism, hospitality and entertainment services. Industries that were\nonce largely offline have become more digitally connected to their end consumers, thus creating expectation among consumers of on-demand\naccess to transactions and services. Successful businesses have effectively leveraged technology to provide personalized, dynamic\nexperiences that adjust to meet the ever-evolving needs of the consumer.\n\n \n\n \n●\n**Consumers\nhave come to expect seamless, frictionless mobility options as the default across our target emerging markets.** We believe on-demand,\nhyper-local mobility options are becoming readily available, standard experiences for consumers. Micro-mobility options, such as\nscooters and point-to-point cab trips (ride-hailing) are examples of transportation services that have become or are becoming digitized\nacross emerging market cities. As these trends continue, we believe consumers expect agile, convenient modes of transportation, in\ncontrast to legacy chauffeur driven or traditional rent-a-car services. We believe that consumers are increasingly expecting a digitally\nenabled, frictionless travel experience representing a fundamental paradigm shift from just a decade ago when consumer travel experiences\nsuch as ride-hailing and car rental tended to occur primarily offline. The new mobility services of recent years help offer the consumer\nexceptional convenience with greater flexibility and affordability. We believe the fundamental insight behind these newer platforms\nis that today’s consumers value access over ownership and prefer to save time while also enjoying more personalized experiences.\n\n \n\n \n●\n**Solutions\ncombining micro-entrepreneurship and efficient use of assets at scale are gaining momentum.**In recent years, we believe global\ntechnology platforms have consistently offered individuals more opportunities to participate in their “scale-up” journeys.\nMobile apps focusing on consumer services offer individuals an opportunity to rent out or sell products as part of their broader\nmarketplace participation. These platforms allow individuals to essentially grow and scale a business on the applicable platform.\nCombined with trends toward more flexible working arrangements following the COVID-19 pandemic and less commuting, individuals are\nable to leverage additional available time by collaborating with a technology platform on bespoke entrepreneurial arrangements.\n\n \n\n \n●\n**As\nurban incomes across our target emerging markets rise, domestic tourism is also flourishing.**Among the more pronounced macro\ntrends across our target emerging markets during the past decade is what we believe to be the increasingly high urbanization rates\nin the largest emerging-market cities. During this time, populations in these cities have generally trended younger, with a strong\nemphasis on upward mobility. Zoomcar believes that the trend towards domestic, short-term travel will continue, given the increased\nemphasis on domestic travel destinations for consumers across our target emerging markets.\n\n \n\n4\n\n \n\n**Market\nOpportunity**\n\n** **\n\nTransportation\nranks among the top household expenses across emerging markets, representing, in many cases, as much as 20% of average annual income\nper household. As a peer-to-peer car sharing platform that emphasizes convenience and affordability for Guests and income-generating\npotential for Hosts, we believe that our scalable platform is well-positioned to provide mobility solutions to Guests and Hosts across\nthe markets in which we currently operate and those in which we may operate in the future. Zoomcar management evaluates potential revenue\nopportunity for our platform in terms of serviceable addressable market, representing an estimate of total potential platform revenue\nopportunities, assuming, among other inputs, that a portion of the aggregate population meeting certain core demographic criteria described\nbelow engages in transaction on our platform, and total addressable market, representing an estimate of total potential platform revenue\nopportunities, assuming, among other inputs, that the entire population meeting the core demographic criteria engage in transactions\non our platform. Our estimates of serviceable addressable market and total addressable market are based on a number of assumptions, discussed\nin greater detail below, many of which are forward-looking and are premised on facts and circumstances that may or may not reflect actual\nresults. In addition to incorporating Zoomcar management assumptions based on industry knowledge and professional experience, our addressable\nmarket estimates reflect publicly-available demographic, economic and transportation-related information published by the United Nations,\nFitch and other sources.\n\n \n\n*Serviceable\nAddressable Market*\n\n* *\n\nWe regard serviceable addressable market as an indicator of our near-term\nor medium-term revenue potential based on our current platform offerings, subject to various contingencies and assumptions. Zoomcar management\nestimates our annual global serviceable addressable market opportunity to be approximately $46.5billion, taking into account publicly-available\ndemographic and other predictive population data and assuming that, within the same time period, our customer base expands to a total\nof 120 million Guests from among the total estimated population expected, by 2026, to have the following attributes (collectively, our\n“core demographic criteria”): residing in an urban center within one of Zoomcar’s 25 potential emerging market countries;\nhaving annual reported income within the top 65th percentile within the country of residence; between 18 and 50 years of age; and holding\nactive drivers licenses. Based on publicly-available demographic and economic data and Zoomcar management analysis, 500million people\nacross our target emerging markets was expected to meet these demographic criteria by 2026; we estimate, for purposes of serviceable addressable\nmarket, that approximately 24% of this total population cohort, or 120 million persons, can now book vehicles on our platform by 2026.\nWe have also assumed, for purposes of estimating serviceable addressable market, that, for year ended on March 31 2026, our ATV was $60\nof which Zoomcar’s revenue share of total GBV is ~45%. Our estimate of serviceable addressable market is not a forecast or prediction\nof Zoomcar’s expected operating results and is merely an estimate of Zoomcar management’s view of our addressable market,\nassuming, among other things, availability of quality vehicles, participation in our platform by Guests and Hosts, consistency of economic,\nglobal health and other conditions that affect our business, our customers and the markets in which we operate.\n\n \n\n*Total\nAddressable Market*\n\n* *\n\nWe\nview total addressable market as an estimate of our platform’s total revenue potential by 2026, reflecting publicly-available demographic\nand economic data, as well as management estimates informed by industry knowledge and professional experience. Based on the bookings\nserved on our platform and management estimates that, our annual global total addressable market opportunity has expand to approximately\n$186 billion for the year ended on March 31, 2026, using the same broad-based criteria and methodology as our estimate of serviceable\naddressable market, and assuming, for purposes of estimating total addressable market, that all of the persons expected to meet our core\ndemographic criteria in 2026 are Guests engaging in transactions on our platform. For Zoomcar to achieve results approaching this total\naddressable market would require, among other things, expansion of our current platform functions and capabilities to meet a broader\nrange of mobility needs and use cases and significant increases in listed vehicles and density of listings, resulting in more bookings\nand increased booking days by customers within our target emerging markets. As with our estimate of serviceable addressable market, Zoomcar\nmanagement’s estimate of total addressable market is not a forecast or prediction of Zoomcar’s expected operating results\nbut is intended solely as an estimate of the total market and revenues potentially available to us based on demographic data and management’s\nassumptions, informed by professional experience and industry knowledge, without attempting to take into consideration the numerous additional\nfactors impacting our business, our customers and our target emerging markets.\n\n \n\n*Comparison\nto Western Markets*\n\n* *\n\nCompared\nto Western markets, we believe our addressable market, and by extension, our total potential for revenue generation, to be larger than\nif we operated in Western markets. Among the reasons for this belief, the infrastructure, traffic challenges and low vehicle ownership\nrates among emerging market cities and populations create a broader need for shorter-distance transportation solutions in emerging markets,\nwhere current offerings tend to be more expensive, less flexible and less personalized than booking a vehicle through our platform to\nmeet specific travel needs.\n\n \n\n5\n\n \n\n**Zoomcar’s\nPlatform Solutions**\n\n** **\n\nWe\nbelieve Zoomcar is positioned to lead a shift in emerging market mobility solutions to a digitally enabled, hyper-local, personalized\nservice offering for end consumers. Through our car sharing marketplace, we are pioneering a form of mobility offering that connects\nGuests with a network of privately owned vehicles from which they can select cars and Hosts that align with specific, short and medium-term\ntravel needs. Zoomcar’s hyper-local, peer-to-peer car sharing marketplace provides Guests with an affordable and flexible way to\naccess the convenience of having a private car of their choosing without the expense of having to purchase or finance and maintain a\nvehicle. Our platform also provides Hosts with the ability monetize otherwise underutilized assets, thus facilitating micro-entrepreneurship\nthrough a socially-conscious, community-based asset-sharing model.\n\n \n\n \n●\n**Economics:\nAffordable for Guests and Income-Generating for Hosts.**For many Guests, we believe that owning a car is not economical, given\nprohibitive vehicle pricing in our target emerging markets, coupled with lack of financing opportunities and limited pre-owned vehicle\nmarkets. Instead of buying a car that, for most consumers is likely to sit idle during large portions of a day (e.g., in a parking\nlot during working hours), and even more likely to be underutilized among emerging market customers in view of constraints arising\nfrom prohibitive traffic patterns and poor infrastructure, our platform offers Guests the opportunity to temporarily use a car on\nan as-needed basis, paying only for use of a car as required. For Hosts, Zoomcar’s platform provides the chance to offset some\nof the cost of vehicle ownership through income generation opportunities. Our platform, through its flexible, multi-purpose technology,\nis also able to identify times when a Host is most likely to profit from car sharing and highlights these entrepreneurial opportunities\nto allow Hosts to optimize pricing for bookings, thereby assisting Hosts in maximizing income generation by listing vehicles on our\nplatform.\n\n \n\n \n●\n**Flexible\nUse Cases.**Our platform allows Guests and Hosts to tailor and customize the way cars are used. Longer car trips (above 15 miles),\nwhich are not economical through ride sharing services, represent the vast majority of bookings on our platform. However, given the\nnumerous listed vehicles distributed across nearly all parts of our most populous urban markets, our platform also enables users\nto book cars for shorter, intracity errands or short-duration leisure trips. Our platform also enables Guests to transition seamlessly\nfrom short duration usage to long duration usage depending on the Guests plans, thus removing the rigidity that comes with a rental\ncar or chauffeured transaction.\n\n \n\n \n●\n**Accessibility\nand Ease of Use.**Our online, app-based platform allows Guests to set up accounts and transact in just minutes. Through a higher\npersonalized search function, which can filter results by price, location, type of car, rating and other salient features, Guests\nare afforded the ability to bypass tedious phone calls with agents and waiting times that are associated with traditional car rental.\nHosts are able to install our keyless entry devices within their vehicles at one of our authorized installers in under an hour and\ncan effortlessly optimize their vehicle pricing and specific listing terms, thus becoming the Hosts’ “back office”\nfor their car sharing.\n\n \n\n**Competitive\nAdvantages**\n\n** **\n\nZoomcar’s\nprimary value proposition as a platform stem from the incredible depth and breadth of vehicles offered to Guests combined with an innate\nability to provide consistent hyper-local convenience and flexibility across each transaction:\n\n \n\n \n●\n**Unique\nInventory.**As on March 31, 2026, we had approximately 584 vehicle models that were listed on our platform by Hosts at thousands\nof pick-up locations mainly in India (which was our main market and is currently our only market). The number, size, model and makes\nof the vehicles listed by Hosts change from time to time but generally include a wide range of different vehicles, including SUVs,\ncompact cars, sedans and electric vehicles. As of March 31, 2026, around 51% of our GBV was generated by trips booked with SUVs or\nother premium-segment vehicles and around 64% of GBV was generated from trips involving newer-model cars (manufactured in 2023,\n2024, 2025 and 2026).We believe that the volume and diversity of vehicles offered by Hosts through our platform is one of our greatest\nassets in attracting Guests, particularly when contrasted with the cars that tend to be available through many traditional car leasing\nbusinesses in our core markets, many of which offer a more limited selection of vehicles. By offering Guests greater choice, convenience,\nflexibility, and comfort, we are able to reinforce positive associations with our brand and are more likely to receive positive feedback\nfrom Guests, who, consequently, are more likely to remain loyal to our platform once they have had a positive experience with a first\nbooking or initial trip.\n\n \n\n \n●\n**Convenience.**The number of Host vehicles available on our platform, as well as the high geographic concentration of such vehicles, particularly\nin the largest urban areas in which we operate, maximizes Guest convenience by reducing travel time to vehicle pick-up locations.\nEven if part of an individual’s travel plan involves other modes of transportation such as plane travel, Zoomcar’s substantial\npresence in the urban areas where we operate make our platform a good option for seamless last-mile connectivity. Further, our strong\nhyper-local proximity helps unlock a litany of shorter-duration, in-city use cases that encourage more frequent platform usage and\ncomplements robust organic demand for longer-duration, out-of-city travel. Strong vehicle density also helps enhance overall demand\n(particularly related to augmenting demand for shorter duration weekday use cases) for car sharing in our core markets, as it dramatically\nhelps improve the convenience of the platform. As our platform increasingly benefits from network effects, we expect to further improve\nlisted vehicle density in our largest cities.\n\n \n\n \n●\n**Affordability.**Compared to more traditional transportation offerings in our target emerging markets, such as chauffeured car services, we believe\nour platform offers an economically better value proposition to our Guests. For example, depending on the distance and use case,\nwe estimate, based on our experience and customer feedback, that the cost of booking a mid-range priced car on our platform would\ncost significantly less than it would cost to rent a chauffeured car for the same trip. As our marketplace continues to grow, we\nbelieve that our platform’s affordability advantages over alternative mobility solutions will continue to improve, due to increasing\nnumbers and varieties of vehicles being offered to Guests at a broader range of prices.\n\n \n\n6\n\n** **\n\n \n●\n**Customer\nLoyalty.**We have a highly engaged community of Hosts and Guests, many of whom regularly share their feedback on our platform.\nWe monitor platform feedback on an ongoing basis, and the input we receive from Hosts and Guests informs us of the ways in which\nwe continue to evolve platform tools and functionality. We track Host and Guest bookings over time and use the data to determine\nincentives and rewards and to develop customized offerings upon subsequent bookings. Highly-ranked Hosts have access to particular\nbenefits that are intended to reinforce their continued participation in our marketplace, including by opening to them additional\nprice optimizing and revenue-earning features. Guests, in turn, also receive rewards and benefits based on repeat bookings. Our referral\nprogram, which is currently offered to Guests and Hosts, rewards existing customers for bringing new customers to our platform.\n\n** **\n\n \n●\n**Culture\nand Team.**Our team’s commitment to building a marketplace to facilitate better use of personal vehicles through car sharing\nis critical to our success. Our management team has deep domain experience across marketplaces in our core geographies and the largest\naddressable markets, including India and Southeast Asia. Over the years, we have been recognized by several publications for our\nemployee-centric work culture, and we view our retention levels, particularly in technical roles, as an indicator of the strength\nand longevity of our team.\n\n** **\n\n**Our\nTechnology**\n\n** **\n\nThe\nbackbone of Zoomcar’s peer-to-peer car sharing platform is our technology - a mobile-focused platform that connects\nHosts and Guests and enables them to transact in a customer feedback-informed marketplace designed to make better use of community resources.\nOur applications leverage data science, machine learning and advanced computer vision capabilities to offer Hosts real-time dynamic pricing\ncapabilities, algorithmically designed ratings-based listing positioning and enhanced protection through image recognition technology,\namong other features. With Zoomcar, Hosts enjoy significant flexibility in listing their vehicles and dynamically adjusting availability\nand price. The platform also provides Hosts with powerful tools that help them to understand Guest demand at a granular, near-real-time\nlevel so they can better optimize their offering to prospective Guests. Guests, in turn, are able to search listings by vehicle type,\nlocation, price, trip types and other categories to identify cars to fit specific needs. Our platform does not restrict use cases and,\ninstead, allows for a wide array of trip lengths ranging from a few hours up to several months.\n\n \n\n*Core\nPlatform Technologies*\n\n* *\n\nOur\nplatform technologies are comprised of several key elements that underpin the essence of the customer experience that our platform provides\nfor Hosts and Guests:\n\n \n\n**Catalogue\nand Filtering.**We structure our listed vehicle “catalogue” in a manner designed to allow Hosts to easily add new vehicle\nlistings and which places listed vehicles in the categories designed to enables Guests to search for cars that meet their needs quickly\nand efficiently. The vehicle catalogue is highly personalized for each Guest based on previous booking and search history on the platform,\nthereby augmenting the likelihood of an ultimate booking conversion.\n\n \n\n**Search\nand Sort Relevance.**Our search-and-ranking-based algorithms are powered by back-end data science models that take into consideration\nGuest preferences based on historical bookings, combined with most-recent search data. The overarching system goal is to improve Guests’\nsearch experience to aid the platform to convert searches into bookings. Among the key variables that our search-and-ranking-based algorithms\ntake into consideration are a Guest’s desired booking timeframe, location, vehicle category, duration, and price point.\n\n \n\n**Pricing.**Our pricing engine is highly dynamic and is layered over our Host-selected pricing and discounting capabilities to create a more\noptimized overall Host earning experience. This dynamic pricing engine complements a core platform pricing structure that allows, and\nrecommends, Hosts to set minimum and maximum prices for their platform listings. This pricing engine helps the host to maximize earnings\non the platform and provides them with a powerful tool to best position their listing(s) relative to other Hosts on the platform.\n\n \n\n**Ratings\nand Review.** Our rating and review system is connected back to our search-and-ranking-based algorithms in order to provide a more\nholistic, more relevant overall search experience for the Guest. By combining Host ratings and reviews into our overall search-and-ranking-based\nalgorithms, the platform is able to highlight particular Hosts who are more likely to deliver a better overall booking experience to\nthe Guest. Prominently featuring highly rated Hosts helps to ensure a high-quality assortment of options for Guests and helps inculcate\nmore platform trust and transparency. In turn, this helps to improve the Guest’s booking conversion on the platform. By indexing\nstrongly toward highly rated Host listings with positive reviews at the top of our search algorithm, Hosts are strongly incentivized\nto keep delivering a stellar booking experience for the Guest. We believe that incorporating ratings and reviews prominently into our\nsearch-and-ranking-based algorithms also creates an opportunity to build a stronger long term brand loyalty with the platform.\n\n \n\n7\n\n \n\n**Payments.**We accept payments from Guests through various third-party payment platforms, including debit cards, credit cards, online banking,\nand digital wallet-based payment methods, to book vehicles. Further, to account for occasional hold-ups in processing payments that occur\nfrom time to time in our target emerging markets, our back-end payment processing tools incorporate an automatic retry framework combined\nwith a dynamic switching engine when payment success rates are low on a particular payment gateway. Regarding our Hosts, we have designed\nour payment system with a view towards prompt disbursement of funds, which Hosts usually opt to receive via direct deposit into the Host’s\nbank account. Hosts are generally paid promptly following the completion of a trip by a Guest.\n\n \n\n**Risk\nand Oversight.**Our driver score combined with our machine-learning-based risk models help to customize and personalize the trip protection\nfee for each booking. Drivers scores for Guests also form the basis for our determination, from time to time, though infrequent, whether\na Guest must be permanently expelled from our platform because of behavior that does not comport with our policies, terms and conditions\nor that may be detrimental to our trust-based community. Our customized computer vision capabilities also allow us to match images of\na Guest based on multiple forms of government identification at the time of Guest onboarding, upon a Completed Booking and upon commencement\nof a trip or use case, which provides another safety and accountability “check” for the benefit of platform participants.\n\n \n\n**Communication.**Our communication platform allows for a dynamic customer engagement through SMS, WhatsApp, push notification and email to connect\nwith Guests and Hosts based on specific parameters developed based on customer segment data. Our platform also provides capabilities\nfor direct communication between a Guest and a Host, which we believe increases overall trust on the platform and which can help maximize\nconvenience if bookings require adjustment or, for example, if Guests have trouble locating or returning vehicles or in the event a repair\nor safety question arises.\n\n \n\n**Photos.**Our platform encourages Hosts to take high-quality images of their vehicles in order to create compelling listings intended to attract\nbookings. Guidance and instruction on taking and uploading high-quality images and creating vehicle listing descriptions likely to attract\nGuests are provided to Hosts through our platform as part of the onboarding and listing process. The platform also shares Guest-sourced\nimage-quality feedback directly to Hosts to help improve the overall quality of the images associated with particular vehicle listings.\n\n \n\n*Data\nand Tracking*\n\n* *\n\nAt\nthe core of our custom-built tools and machine-learning-driven insights is our proprietary data collected from millions of trips completed\nsince inception. We use the data that we collect from Hosts and Guests to inform us of our evolving platform functionality to meet customer\nneeds and preferences. For example, our platform provides Guests with personalized pricing and specific catalogue-based recommendations\ndepending on the Guest’s prior search and booking history. For Hosts, Zoomcar offers specific pricing and discounting recommendations\nto help them maximize earnings on the platform.\n\n \n\nMost\nof our driver data is collected via the customized software-enabled devices that we recommend to Hosts as part of the onboarding process.\nZoomcar recommends the Host visits a Zoomcar pre-approved service location to affix the device prior to their vehicle listing.\n\n \n\nThe\ndevices also facilitate 24/7 GPS monitoring by Zoomcar of in-trip vehicles. GPS tracking is critical to our ability to offer Guests roadside\nconnectivity assistance services (as further described below) and to help identify and resolve problems in the event of an emergency\nor damage to a Host vehicle. Through this GPS monitoring, our propriety technology collects the driving data we use to customize, and\ncontinually improve, our platform tools and capabilities.\n\n \n\n**Platform\nParticipants: Hosts and Guests**\n\n** **\n\nZoomcar\nhas built a leading sharing marketplace currently in India. Our peer-to-peer platform connects Hosts and Guests through our marketplace\nand enables Guests to book from a wide variety of vehicles that are conveniently located in their community. As of March 31, 2026 we\nhad approximately 33,383 registered Host vehicles and 2.5 million active Guests (defined as unique Guests who have searched our platform\nfor vehicles or bookings within the preceding twelve (12)-month period at least one time) participating in our marketplace.\n\n \n\n**Hosts**\n\n** **\n\nOur\nplatform provides Hosts, whether they own a single car or several, to realize their entrepreneurial potential and obtain a new form of\nfinancial independence. We provide a way for Hosts to generate income from their underutilized vehicles. The following are some of the\nmost typical categories of Hosts using our platform:\n\n \n\n \n●\n**Retail\nHosts**. Many Hosts list a single car on the Zoomcar platform with the objective of using car-sharing income as a way to reduce\ntheir monthly costs associated with car ownership. We refer to such Hosts as “Retail” Hosts. For these Hosts, their monthly\nvehicle usage is generally low and, therefore, they look to monetize the vehicle’s downtime through listing on the Zoomcar\nplatform. This provides them with an incremental monthly income to supplement their full-time employment. The majority of Zoomcar’s\nactive hosts fall under the category of Retail Hosts.\n\n \n\n8\n\n \n\n \n●\n**Entrepreneurial\nHosts**. We refer to Hosts with two to 10 listed vehicles on the Zoomcar platform as “Entrepreneurial” Hosts. Many\nof these Hosts started out listing just one vehicle part-time and, over time, have come to regard our marketplace as a place where\nthey can fulfil their entrepreneurial ambition and earn a consistent income. In many instances, these Hosts use the Zoomcar platform\nas an opportunity to build their own small business within their own neighborhoods and broader communities. Over time, Entrepreneurial\nHosts may establish long-term “fleets” of vehicles and many Entrepreneurial Hosts may become experts in leveraging Zoomcar’s\nplatform tools and recommendations to further maximize the income they can generate from the platform. While a minority of Zoomcar’s\nactive hosts fall under the category of Entrepreneurial Hosts, these Hosts do contribute to a majority of Zoomcar’s bookings\nand overall business volume.\n\n \n\n \n●\n**Professional\nHosts**. Professional Hosts list more than 10 cars at a time on our platform. Their participation in our marketplace often supplements\na small offline rental car operation or a group of vehicles part of a prior rental business, most commonly in more tourist-centric\nlocations. For these Hosts, Zoomcar’s marketplace allows them an opportunity to increase fleet utilization and earn incremental\nincome on their broader vehicle portfolio. Professional Hosts do not typically start as retail or entrepreneurial Hosts and are typically\nonboarded through offline business development channels and use our platform as incremental lead generation. Less than 1% of all\nZoomcar Hosts currently fall under the category of professional Hosts.\n\n \n\n*Benefits\nto Hosts*\n\n* *\n\nOur\ngoal relative to Hosts is to make our platform as easy and efficient to use as possible, so that Hosts can quickly create new accounts,\nadd vehicle listings and generate income from bookings. Following are key elements of the benefits our platform provides to Hosts:\n\n \n\n \n●\n**Income\nGeneration.** Our platform represents a marketplace of engaged Guests to which Hosts gain access when they complete our on-boarding\nprocess. Instead of leaving vehicles idle, car-owners in the emerging markets in which we operate can monetize underutilized assets\nin a process designed to be seamless and frictionless for Hosts. As illustrated by the example set forth above, revenues to Hosts\ngenerated through our platform can accumulate quickly and, in many cases, may not only significantly offset the costs associated\nwith owning a personal vehicle but also represent a major potential source of income when compared to average annual income per capita\nin certain of the emerging markets where we operate currently, such as India. In many instances, the Host’s earnings through\nthe Zoomcar platform are able to supplement other earnings they might enjoy from participating in other shared economy platforms.\n\n \n\n \n●\n**Scalability\nand Flexibility.** Our platform is designed to allow Hosts flexibility, with increasing numbers of customizable tools and functionality\nto accommodate Host preferences and maximize opportunities for income generation and mutual benefit. Zoomcar allows Hosts to customize\ntheir pricing and vehicle listing preferences along with the vehicle specifications that Hosts include for listing in our catalogue.\nHosts can list multiple vehicles simultaneously and manage listings and bookings by mobile app or on our website.\n\n \n\n \n●\n**Ease\nof Use.** As our business model depends on Hosts listing vehicles on our platform, making onboarding, listing and payment processes\nseamless and frictionless is a major focus of our development efforts. Our platform allows Hosts to begin monetizing their vehicles\nfrom the date they register on our platform. We also provide Hosts with information, updated as our technology continues to evolve,\non how to build a successful business utilizing our platform.\n\n \n\n \n●\n**Community\nEcosystem.**Our ratings and feedback processes, together with continuous monitoring of the usage of our platform, contribute to\nthe sense of community and mutual trust that our platform participants value. We aim for continuous improvement and to be of service\nto the communities in which we operate by providing entrepreneurial pathways for Hosts and shared personal vehicles for Guests that\ndid not previously exist.\n\n \n\n9\n\n \n\n*Platform\nFeatures for Hosts*\n\n* *\n\nOur\nplatform currently provides an Android mobile application, an iOS mobile application, a website, and other associated digital tools designed\nto facilitate our Hosts’ ability to earn income through our marketplace. Zoomcar continues to invest in efforts to enhance our\ncapabilities and intends to keep building incremental tools and developing functionality that will provide value to our Hosts and improve\ntheir experience using our platform.\n\n \n\n \n\n \n●\n**Seamless\nOnboarding.** We aim to make the onboarding and listing process efficient and easy for Hosts to register on our site, have their\nprofiles verified and then onboard, and ultimately listed, on the platform. Standardized IoT devices are provided by Zoomcar to Hosts\nto affix to vehicles to allow for a keyless, digital guest entry to more seamlessly fulfil bookings.\n\n \n\n \n\n10\n\n \n\n \n●\n**Listing\nManagement.** Our platform technology includes tools designed to help Hosts create and manage their listings in a seamless, frictionless\nmanner. Currently available tools include timing selection, preferential bookings, optional messaging and other settings, discretionary\npricing and reward selection programs. Listing management tools are a major focus of our continued development efforts and we offer\nregular updates to Hosts as new functionalities become available on a routine basis.\n\n \n\n \n\n11\n\n \n\n \n●\n**Pricing\nOptimization.**Our core technology incorporates elements of dynamic pricing at an individual Guest search level, taking into account\nthe duration, lead time and general locational-based supply and demand on the platform. More recently, our platform began offering\nHosts the ability to set a minimum and maximum hourly booking price that adjusts based on the core parameters mentioned above as\nwell as other variables. The platform’s technology provides a recommended booking pricing range based on historical data factoring\nin the car type, vehicle location, and Host rating. Along with this recommended pricing range, the platform also provides the Host\nwith comprehensive pricing analytics and broader demand-based visualizations by location so that Hosts can better customize their\npricing to maximize their earnings. In addition to this baseline pricing range, the platform also allows the Host to create flexible\npricing offerings such as specific duration-based discounts and last-minute booking convenience charges. Hosts can manage pricing\nofferings for bookings on our mobile apps and website through their performance dashboard. This serves as a one-stop location for\nall host related analytics and performance metrics (for each respective vehicle).\n\n \n\n12\n\n \n\n \n●\n**Customizable\nTools.**We offer certain highly-ranked Hosts the ability to offer doorstep delivery to Guests, allowing an associated higher booking\nfee, when selected and, over time, we plan to introduce additional personalized services that Hosts can offer to Guests through our\nplatform. We are also building tools to allow entrepreneurial Hosts the ability to offer features such as a flexible one-way drop-off\nto another city. We believe these additional personalized service offerings will be beneficial to Hosts and Guests alike and may\nhelp Zoomcar increase penetration and market share by offering further transportation options to a more diverse set of customers.\n\n \n\n \n\n \n\n13\n\n \n\n \n●\n**Entrepreneurial\nHost Support.** Our platform provides Hosts with a suite of tools to build supportive ecosystems around their vehicle businesses\nwith Zoomcar. These tools currently include performance analytics, Guest demand heat maps, sophisticated earnings calculators and\nvehicle recommendations based on the Host’s personalized earnings history. This support in turn helps further grow the platform\nof Hosts.\n\n \n\n \n\n \n●\n**Damage\nProtection.** Each of our Guests is required to select a trip protection coverage package to be applied to the costs of repairs\nin the event a Host vehicle is damaged during a trip.\n\n \n\n \n\n14\n\n \n\n \n●\n**Host\nSupport Services.** Zoomcar offers 24-hour support to Hosts through customer support centers and chatbots. The customer support\nparticularly focuses on any potential dispute resolution between Guest and Host (usually focused on trip level charges or fees applied\npost booking) or any support in the event of an in-trip accident or breakdown.\n\n \n\n \n●\n**Preferential\nPlacements.**Top-rated Hosts qualify for special placement within the Zoomcar vehicle catalogue, ensuring that their vehicles\nare more prominently and favorably displayed to Guests. In certain instances, highly-rated Hosts also qualify for certain platform\nbadges and tags which raise further awareness of those Hosts and their listed vehicles among Guests searching our platform.\n\n \n\n**Guests**\n\n** **\n\nDuring\nthe year ended March 31, 2026, around 245,367Guests booked approximately 775,005 booking days on our platform. The low average\nvehicle ownership rates across Zoomcar’s core addressable markets, present us with opportunities to solve a variety of Guests’\ntransportation needs through our platform. Guest “use cases” can be grouped as “in-city” and “outside-the-city”\ntrips. Examples of typical in-city use cases include short errands, airport pickup, work-related tasks, travel to events and social gatherings,\nextended test drives and temporary vehicle repair replacement. Typical outside-the city use cases include vacation travel, religious\npilgrimages, visits to other cities and work-related site visits.\n\n \n\n*Benefits\nto Guests*\n\n* *\n\nOur\nplatform mission relative to Guests is to create a seamless, frictionless platform experience that makes account set-up and onboarding,\nbrowsing, booking and payment processes as convenient as possible for Guests, building upon our customers’ expectations of personalized\ntravel solutions accessible through our digital platform. City dwellers in emerging markets currently face limited travel options, and\nwe aim to provide community-based solutions built upon a system enhanced by peer reviews and 24/7 support functionality.\n\n \n\n \n●\n**Convenient\nAccess.**As of March 31, 2026, Zoomcar had approximately 33,383registered Host vehicles on its platform, with many of the densest\nurban areas in the locations where we operate providing Guests with cars to book at multiple convenient locations of their choosing.\nGiven the infrastructure and traffic challenges in most of our core markets, our platform therefore offers travel solutions not currently\navailable when contrasted with unorganized, offline traditional car leasing businesses that tend to require Guests to travel to a\nfixed destination that may be miles from where they live or work to even pick up the car that they want to use. Recently, some of\nour highly-ranked Hosts have begun offering doorstep delivery options; in the future we expect to offer one-way bookings where vehicles\ncan be dropped off at a location other than the original pick-up location. The cars listed by Hosts on our platform also tend to\ninclude a variety of vehicle makes and models, with many including specific add-ons useful to Guests for particular trips needs;\nparticipation by our Entrepreneurial Hosts bolsters our ability to offer Guests an assortment of vehicles at consistent times. Instead\nof being restricted to pricing models, advanced reservation processes and limited selection more typical of old-fashioned leasing\nbusinesses, Zoomcar’s platform is more agile, personalized and suitable to the needs of emerging markets’ younger, tech-enabled\nurban populations who demand more choice, convenience and flexibility.\n\n \n\n \n●\n**Choice.**Our platform listings tend to include a wide variety of vehicle makes and models and participation by our Hosts bolsters our\nability to offer Guests an assortment of vehicles at consistent times. While exact vehicle selection varies over time, our Hosts\nregularly list compact cars, sedans, SUVs, luxury, and electric vehicles, often with specific add-ons such as luggage or bicycle\nracks, extra storage, children’s car seats, USB cables or other features that meet Guests’ specific travel needs. This\ndiverse range of vehicle options allows Guests to find the right vehicle for the right trip.\n\n \n\n \n●\n**Community\nInput.**Our platform is oriented around customer feedback and Guests are encouraged to provide reviews of their booking experiences,\nwhich we monitor and make public for the benefit of Hosts and other platform users. Transparency and trust are critical values to\nthe Zoomcar community, and we strive to monitor use of the platform in keeping with these principles, cancelling platform access\nin cases of abuse of the platform or commission of bad acts during bookings. Consistently negative Guest inputs result in Hosts not\nreceiving prominent placement within Zoomcar’s vehicle search catalogue. Over time, this will result in materially fewer bookings\nfor that respective Host. We believe this is a strong inducement for the Host to perform their duties in accordance with the expectation\nof the broader Guest community.\n\n \n\n \n●\n**Frictionless\nExperience.**Our marketplace is set up to foster efficiencies of resource-sharing and maximize positive, frictionless experiences\nbetween Hosts and Guest. We promote these values, and protect the privacy of Guests and Hosts alike, through our keyless entry system\nand various communications features and settings. Hosts and Guests can exchange messages through our apps, to coordinate on certain\ndetails, but there is no need for prolonged exchanges or negotiations, as pricing and booking details are confirmed before a trip\nbegins.\n\n \n\n \n●\n**Flexibility.**Our platform seeks to accommodate Guests’ changing travel needs through the design of our booking modification system,\nas well as an in-trip extension offering. These features help ensure that the Guest has access to the vehicle for the exact amount\nof time required, subject to vehicle availability. We also support a number of Guest payment options, including payment by credit\ncard, debit card, online banking, digital wallet and various other payment platforms, subject to availability in relevant markets.\n\n \n\n15\n\n \n\n*Platform\nFeatures for Guests*\n\n* *\n\nOur\nplatform provides a number of capabilities and specific features to support Guests:\n\n \n\n \n●\n**Accounts.**We aim to make it easy for individuals in search of vehicles to join our platform, but we also require community members who\nwant to use Host vehicles to provide basic identification and driver’s license information, which Zoomcar checks against publicly\navailable information for verification purposes.\n\n \n\n \n\n16\n\n \n\n \n●\n**Vehicle\nCatalogue.** Our platform is designed to provide vehicle-seekers with an exciting, engaging car browsing experience. Guests can\nsearch listed vehicles by a variety of criteria, including booking price, location, car type, prior ratings and other parameters.\nHosts are provided with instructions and tips on taking and uploading high-quality images and preparing listing information so that\nGuests have information and choice at their fingertips when searching our catalogue of available vehicles.\n\n \n\n \n\n17\n\n \n\n \n●\n**Bookings.**Guests select vehicles and pay for bookings directly through our platform on our mobile applications (Android and iOS) or website.\nWe intend for our booking process to be easy to navigate, and convenient to complete and we aim to provide Guests with visibility\nand transparency into pricing, damage protection costs and the platform’s policies. We currently accept online payments via\ncredit, debit card, online banking or digital payment alternatives like UPI (in India) or other country specific digital wallet providers.\nAs part of our booking experience, Guests select from several trip protection options, at different price levels based on algorithmically-determined\nformulae. Hosts and Guests in India (but not in the other countries in which we operate currently) enter into a contractual lessor-lessee\narrangement using “click-through” acceptance technology via our platform at the time of a booking.\n\n \n\n \n\n \n\n18\n\n \n\n \n●\n**Trips.**Guests can view their upcoming and past trips within our app and can extend a trip or modify a booking based on their specific\npreferences. Guests can also start and end their booking remotely from their mobile app via a seamless keyless entry process through\nin-vehicle hardware equipped in the majority of Host vehicles. For airport bookings, Guests can request the vehicle at the terminal\nlocation. Select high-rated hosts can also offer the Guests a doorstep delivery option for an additional fee set by the Host.\n\n \n\n \n●\n**Messaging.**Guests can message Hosts through our app if additional information is required to complete a booking or if a mid-booking issue\narises, which can help reduce overall process friction. In-app messaging also allows Guests to communicate special requests to the\nHost prior to the trip. Direct messaging between the Host and Guest help to dramatically smooth out any last mile challenges such\nas precise directions to the vehicle, starting the vehicle, specific vehicle control usage, among others.\n\n \n\n \n●\n**Support.**Our app provides Guests with instructions on our onboarding, booking (including booking modifications and extensions) and payment\nprocesses, along with frequently asked questions; we also offer real-time customer support 24 hours per day, seven days per week\nby telephone, email, social media, and, in some cases, direct chat. Connection to roadside assistance through most major providers\nin our core markets is available for Guests through our app and we track Guest locations during trips using our GPS-connected hardware\ndevices.\n\n \n\n \n\n**Environmental,\nSocial and Governance (“ESG”) Attributes**\n\n** **\n\nAmong\nthe benefits associated with our peer-to-peer car sharing model is our ability to make positive contributions to the communities in which\nwe operate. At the core of our mission is helping emerging market populations make better use of underutilized and scare resources. We\nalso provide our Hosts with micro-entrepreneurship opportunities and have established an international community built on shared benefits\nand feedback. Our business model is also inherently sustainability-focused, as we are demonstrating to our customers and other observers\nhow smart car sharing is a viable and scalable solution to reduce the total number of vehicles necessary to meet transportation needs.\n\n \n\n \n●\n**Community\nImpact.**Our platform affords Hosts opportunities to independently generate income and establish small businesses. Further, becoming\na Host requires relatively little time and effort and affords participants a certain level of autonomy and flexibility that resonates\nwith individuals compared to more traditional ways to supplement household income. Additionally, given that most completed trips\nare relatively local and rarely international, the entrepreneurial opportunities we create generally result in income generated and\nspent largely locally, within Guests’ and Hosts’ own community or adjacent neighborhoods, thereby potentially further\nbenefiting other local businesses.\n\n \n\n19\n\n \n\n \n●\n**Mobility\nAccess.** A significant portion of our Guests do not own a personal car, which we believe reflects, among other factors, the space\nand financial constraints affecting urban residents of many urban markets. Our car sharing approach provides a more economical solution\nthan vehicle ownership for people who only need, or can only afford to obtain, access to a car on a short-term or intermittent basis.\n\n \n\n \n●\n**Environmental\nBenefits.** Traffic and air pollution are commonplace in many emerging markets and environmental conditions are expected to deteriorate\nfurther as population growth continues. Our fundamental proposition is to offer vehicle access to Guests who require it for a fixed,\nfinite interval, which is inherently more efficient than a personal ownership model. A sharing model such as our platform, in which\ncosts are directly correlated with utilization, discourages over-utilization of cars, thus reducing miles driven on a per capita\nbasis. A 2017 study by Transport & Environment, a leading European clean transport campaign group, suggests that car sharing\nplatforms may reduce the number of personal vehicles purchased by 5 to 15 cars per shared car in markets where car sharing becomes\nprevalent. Accordingly, based on the huge volume of Hosts registered on our Platform we believe that our platform could have an effect\nof reducing CO2 outputs. Additionally, should the proportion of electric vehicles on our platform increase, we expect such increased\nproportions, if any, would further impact the CO2 output that our platform can reduce. Furthermore, these positive effects would\nbe amplified if we are able to add more and more dense cities globally (such as Dhaka, Lagos, São Paulo and others), as the\nusage per car per month on our platform would likely continue to increase.\n\n \n\n**The\nZoomcar Network Effect**\n\n** **\n\nOur\nplatform affords Hosts opportunities to independently generate income and establish small businesses in high growth economies where jobs\nand resources remain scarce relative to need. Further, becoming a Host requires relatively little time and effort and affords participants\na certain level of autonomy and flexibility that resonates with individuals compared to more traditional ways to supplement household\nincome. Additionally, given that most completed trips are relatively local and rarely international, the entrepreneurial opportunities\nwe create generally result in income generated and spent largely locally, within Guests’ and Hosts’ own community or adjacent\nneighborhoods, thereby potentially further benefiting other local businesses.\n\n \n\n \n\n**Trip-based\nVehicle Protection**\n\n** **\n\nOne\nof the concepts fundamental to our platform is that a Host should not be responsible for vehicle repair costs if the vehicle was damaged\nduring a Guest booking. At the time of a booking, our Guests select from several possible trip protection options at different pricing\nlevels. In these packages, Guest liability for vehicle damage costs is typically capped at a set amount depending on the coverage fee\nselected by the Guest. If damage to a listed vehicle occurs during a booking, the Host completes any necessary repairs at pre-approved\nservice centers and Zoomcar, on a case to case basis, bears the repair costs which falls within a standardized pre-approved range. To\ndate we have opted not to obtain third-party insurance for Host vehicle damage or for Guest or Host theft or other losses, as we believe\nit is more cost-effective to manage the associated costs in-house through the collection of the Guest’s trip protection fees. We\nwill continue to assess this determination as our business grows and evolves over time.\n\n \n\n**Our\nGrowth Strategy**\n\n** **\n\nGoing\nforward, we plan to continue improving platform functionality and offerings to better serve the mobility needs of additional Hosts and\nGuests within our current core markets. Improvement of the core product combined with the development of additional features will likely\nprovide the greatest sustainable growth lever to the platform. We believe that additional spending on sales and marketing efforts may\nbe useful in these efforts, as most of our platform expansion to date has resulted from word-of-mouth and brand reputational effects,\nas opposed to dedicated marketing spend. While we are not currently looking to expand our operations, we expect to continue to assess\nexpansion opportunities as they become available to us over time and, in the near term, plan to continue focusing on our efforts to provide\nhigh-quality experiences for Hosts and Guests, with expanding functionalities that we believe will, over time, further expand the variety\nof use cases for which Guests rely on our platform. Some of the key elements of our near-term growth strategy include:\n\n \n\n \n●\n**Evolving\nPlatform Functionalities to Capture Additional Bookings.**We plan to continue improving our core product offering for both Guests\nand Hosts, incorporating enhancements to our core technology and data science platforms to improve functionality and convenience\nfor Guests, while also further strengthening listing, monitoring, and customization experiences available to Hosts. We believe that\nsuch improvements will support increasing levels of organic traffic to the platform and, in turn, increased volumes of transactions\non the marketplace.\n\n \n\n20\n\n \n\n \n●\n**Increasing\nHigh-Quality Listings.**While the density of listed vehicles available in the largest urban areas where we currently operate has\nimproved significantly during the past year, we believe there is considerable opportunity to further enhance our offerings in such\nareas. Robust future growth depends on our ability to continue attracting Hosts offering high-quality vehicles onto the platform.\nWe plan to continue our efforts to reward and encourage highly-ranked Hosts and expect to continue growing our Host referral program.\n\n \n\n \n●\n**Encouraging\nPost-Booking Engagement by Guests.**At present, most Guests use our platform during discrete time periods, such as when planning\na specific trip. In the future, we aim to achieve greater post-trip and between-booking engagement with our Guests. Through awareness\nbuilding for a wider array of vehicle use cases, we believe that we can meaningfully deepen our Guest engagement following trips.\nAdditionally, as our “supply” of high-quality Host vehicles improves over time, we believe it will become apparent to\nGuests that they can conveniently access cars in their neighborhood for a broader variety of purposes than just specific longer trips,\nhence stimulating further engagement and more frequent bookings. Going forward, we expect to rely more heavily on rewards and loyalty\nprograms intended to further encourage post-booking engagement with our platform by Guests.\n\n \n\n \n●\n**Expanding\nUse Cases by Partnering with Adjacent Businesses.**Considering the wide array of Guest use cases that our platform is able to\nfacilitate, it is essential that we continue to focus on bolstering our brand’s awareness to the wider consumer community.\nAs part of our strategy, we intend to explore an increasing number of strategic partnerships to improve our broader distribution\nwith various potential customer segments. To enhance our prospective Guest acquisition efforts, we consider it important to associate\nwith partners who have consistent access to key consumer segments. This will allow us to widen our reach and communicate more consistently\nwith different audiences of prospective Guests. This will also help the platform to better serve the increasingly mixed-use cases\nthat are likely to emerge as we continue to grow. Select prospective partners include, but are not limited to airlines, travel platforms,\nand accommodation providers.\n\n \n\n**Marketing\nand Sales** \n\n** **\n\nWhile\nour current principal sales and marketing activities are largely focused on encouraging incremental bookings and platform transactions\namong our existing Hosts and Guests, we also selectively invest in certain brand awareness and advocacy efforts, such as partnerships\nwith adjacent brands and businesses, to help improve brand and platform awareness among new customers. For example, through our partnerships\nwith dealerships and service centers, Hosts are offered preferential financing and service packages, among other benefits. We also view\nour efforts to encourage existing Hosts to share feedback with other platform users as part of our marketing efforts, together the with\nHost referral incentives. Additionally, we encourage supplemental and repeat vehicle listing by Hosts through the tools we offer to maximize\npricing and revenue generation and by continually offering Hosts supplemental tips and instructions on creating successful vehicle listings\nso that they are likely to enjoy more frequent bookings and, consequently, earn more from the vehicles they list on our platform. We\nhave a dedicated sales team that provides support to Hosts during the onboarding and vehicle registration process with a goal of ensuring\na positive, seamless process for Hosts, thereby encouraging Hosts to maintain existing listings for longer periods and also to list new\nvehicles on our platform over time. In general, we view our efforts, including the creation of Guest ratings system and tags and badges\n(e.g., “Five Star” reviews) and other functionality to encourage highest-quality offerings and behavior by our Hosts as ultimately\ncreating a self-perpetuating flywheel effect, as Hosts and Guests benefit mutually from increased platform transactions and high degrees\nof satisfaction by all participants in bookings through our platform. With respect to Guest-oriented sales and marketing efforts, we\nutilize certain paid media efforts, together with our Guest referral program, and new app installs and retargeting efforts, to attract\nand retain Guests to our platform. The overarching goals of our marketing and communications programs are growing brand awareness and\ncreating Zoomcar advocates through the development and distribution of proprietary customer engagement content (e.g., destination/vehicle\nphotography and social media posts) that helps communicate the platform’s value proposition for both Guests and Hosts. We also\nmaintain a dedicated media and external communications team to help manage the brand’s reputation across the various public relations\nmediums in our operating markets.\n\n \n\nAs\na platform, we remain intensely focused on our brand and our relative positioning across the ecosystem. As such, we rely extensively\non user generated content from both Guests and Hosts to help tell the story of the platform and communicate our core value propositions\nfor both customers respectively. From time to time, we partner with other third-party content creators to help further articulate our\nstory to a wider audience of prospective customers. We expect to continue this practice in perpetuity since we believe this helps spread\nthe most positive word of mouth for our brand.\n\n \n\n21\n\n \n\n**Competition** \n\n** **\n\nWhile\nwe maintain a leading market share within digital car sharing in India, potential competitors and competitive businesses can be assessed\nin multiple ways and overall competition for our offerings increases dramatically if offline car rental and other non-car rental-based\ntransportation alternatives are considered as among our competitors. As we look to grow our business, we believe that our primary “competition”\nlies in attracting and retaining Guests, while our prime challenge with Host acquisition and retention lies in building awareness around\nthe entrepreneurial opportunities tied to vehicle Hosting on a digital car sharing marketplace.\n\n \n\n*Competition\nfor Hosts* \n\n* *\n\nAs\nan early mover and among the first to scale in India, we do not currently see any competition with other digital platforms or marketplaces\nas it relates to attracting and retaining Hosts to share vehicles on our platform. Instead, our core challenge lies in building the initial\nbrand awareness for the category so that relevant, qualified individuals take notice of the economic opportunity tied to sharing their\nvehicle on a digital platform such as Zoomcar. We believe that once individuals are made aware of the broader value proposition, our\ninherent platform strengths, including core technology and product offering along with our associated guest booking scale should help\nprovide the necessary incentive for Hosts to join the platform and become part of our trusted community.\n\n \n\nIn\ncertain cities in India, prospective hosts commercially share their vehicle in an offline format without benefit of an organized platform.\nThrough targeted communication and outreach, we should be able to reach these potential users and communicate the platform’s core\nvalue proposition.\n\n \n\n*Competition\nfor Guests* \n\n* *\n\nWe\ncompete to attract and retain Guests that might otherwise utilize a variety of different competitive sources, primarily from offline,\nunorganized car rental companies and from other transportation alternatives such as taxis and bus services. Compared to our offline,\nunorganized car rental competitors, our primary differentiating factors tie back to our stronger depth and breadth of vehicle choice\nthat is situated in denser, more conveniently located urban environments. Combined with a wider range of pricing options and more personalized\nsearch and sorting, we believe that we are better positioned to match the right vehicle to the right guest for the right use case. Our\nratings and review engine combined with 24/7 support provide an additional layer of support and reliability for our Guests compared to\nthe offline, unorganized alternatives.\n\n \n\nWhile\nglobal car rental operators like Hertz, Avis, Enterprise, Zipcar and Sixt do not currently operate in India, it is possible that they\nmight enter or expand in our markets, or that we may enter into their markets, at some time in the future.\n\n \n\nAdditionally,\nglobal car sharing marketplaces such as Turo and Getaround do not operate in our current market. While their entry in our current market\nis possible, at present, these companies’ core offerings tend to be less oriented towards emerging market customers, as compared\nto Western guests, and to our knowledge, they do not yet have specific product customizations that are focused on the emerging market\nconsumer.\n\n \n\nIf\nany of the global operators mentioned above were to enter our core market, we believe we would compare favorably to their customer offerings\nbased on multiple factors, including that our platform permits localization and an easy-to-use customer experience, locally trained data\nmodels with personalized recommendation engines, and local team members who have spent their entire professional careers building similar\nbusinesses in our core geographies.\n\n \n\nWhile\nwe believe that we compare very favorably against the potential competitors described above, we believe that our strongest Guest-based\ncompetition comes in the form of other transportation alternatives such as mass transit, scooter/motorcycle, three-wheeler, or a chauffeur-driven\ncar. We believe that our ability to offer a wide array of prices that can accommodate different prospective Guest segments is a major\npotential asset that we believe Favors our platform over these alternatives. Moreover, the convenience that comes from our geographical\ndensity can also help attract prospective Guests who might otherwise consider other transport modes. Consequently, we believe that we\ncan attract a meaningful number of new Guests from these various other transport modes in the future.\n\n \n\n**Government\nRegulation** \n\n** **\n\nWe\nare subject to a variety of laws and regulations in India, which include, without limitation, motor vehicle related laws, regulations\nrelating to e-commerce, as well as those relating to intellectual property, consumer protection, taxation, consumer privacy and data\nprotection, pricing, content, advertising, discrimination, consumer protection, payments, distribution, messaging, mobile communications,\nenvironmental matters, labor and employment matters, claims management, and anti-corruption and anti-bribery. These regulations are often\ncomplex and subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in\npractice may change or develop over time through judicial decisions or as new guidance or interpretations are provided by regulatory\nand governing bodies. However, uncertainties regarding legal and regulatory frameworks and their application to our business are compounded\nby the fact that our current peer-to-peer car sharing business model, which is facilitated through the use of our platform, is uncommon,\nif not unprecedented, in India . See the section titled “*Risk Factors - Legal and Regulatory Risks Related to\nOur Business*,” as our business is subject to certain legal and regulatory risks that could have a material impact on our business.\n\n \n\n22\n\n \n\n**Intellectual\nProperty** \n\n** **\n\nOur\nbusiness is dependent on a combination of trademarks, patents, copyrights, domain names, trade names, trade secrets and other proprietary\nrights in order to protect our intellectual property rights.\n\n \n\nWe\ncurrently have 21 registered trademarks and 1 recent trademark application that has passed the formalities check and is now under further\nexamination along with 3 trademarks at variance – refused, abandoned and opposed, 3 patent applications have been abandoned, 1\npatent application published and 1 patent application withdrawn in India; and 7 domain names.\n\n \n\n**Employee\nand Human Capital**\n\n \n\nZoomcar\nfocuses on building and maintaining an open, diverse, and inclusive workplace that emphasizes a collaborative, cross-functional ethos\nthat also reflects the inherent interconnectedness tied to our core customer offering.\n\n \n\nAs\nof March 31, 2026, we had approximately 148 full-time employees, including 66 employees in engineering and product, 75 employees in operations\nand support, and 7 employees in sales and marketing. We also from time to time engage contractors and consultants for various durations\nto collaborate with our more permanent staff on specific projects or matters.\n\n \n\nAs\nof March 31, 2026, approximately 18% of our overall employees are identified as women, although none of the members of our senior management\nteam are identified as women. Going forward, we are committed to introducing additional diversity into our broader team, particularly\nat the most senior levels of the company.\n\n \n\nOur\nCulture and Values \n\n \n\nAt\nZoomcar, the consistent focus on culture has resulted in the receipt of numerous awards over our history.\n\n \n\nWe\nfocus our workplace culture on adhering to “Five Commandments” that serve as our guiding principles:\n\n \n\n-\nEmpathize always\n\n \n\n-\nCross-train continuously\n\n \n\n-\nExperiment daily and measure holistically\n\n \n\n-\nForget the fear of failure\n\n \n\n-\nImprove incessantly\n\n \n\nWe\nbelieve that by adhering to these core tenets, we help ensure a stronger employee bond as we consistently work toward achieving our broader\nmission. These guiding principles are also utilized to set employee performance ratings and compensation to further solidify the principles’\nimportance within the broader Zoomcar cultural hierarchy of importance. We also expect our employees to embrace these core Company principles\nwhen thinking about our customers (e.g., particularly regarding empathy).\n\n \n\nAlong\nwith a strong adherence to these core tenets, we also routinely solicit employee feedback through various engagement activities and through\nan annually employer net promoter score (“eNPS”) survey administered by an outside third-party service, in order to ensure\nimpartiality. These outside eNPS surveys also contain qualitative inputs from employees which are reviewed by top management in conjunction\nwith our head of human resources on the same quarterly basis. \n\n \n\n**Facilities** \n\n** **\n\nOur\nprincipal executive office is located in Bangalore, India. We believe our facilities are adequate and suitable for our current needs,\nand that should it be needed, suitable additional or alternative space will be available to accommodate our operations.\n\n \n\n**Corporate\nInformation**\n\n** **\n\nZoomcar\nHoldings, Inc. is a Delaware corporation. Our principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli,\nBangalore, India 560008, and our telephone number is +9180488 21871. Our principal website address is *www.zoomcar.com*. Information\ncontained in, or accessible through, our website is not a part of, and is not incorporated into, this 10-K form.\n\n \n\nOur\ninvestor relations website address is https://investor-relations.zoomcar.com/. Our Annual Reports on Form 10-K, Quarterly Reports on\nForm 10-Q, Current Reports on Form 8-K, proxy statements and any and all amendments thereto are available free of charge through our\ninvestor relations website as soon as reasonably practicable after they are filed or furnished to the Securities and Exchange Commission\n(the “SEC”). These materials are also accessible on the SEC’s website at www.sec.gov.\n\n \n\n23"}