{"url_path":"/sec/zcar/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ****Directors, Executive Officers and Corporate Governance**","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":5651,"has_tables":true,"body_markdown":"** **\n\n**Item 10.****Directors, Executive Officers and Corporate Governance**\n\n** **\n\n**Executive\nOfficers and Board of Directors**\n\n** **\n\nThe\nfollowing table sets forth the name, age and position of each of our directors and executive officers as of the date of filing of this\nForm on 10-K:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\n**Executive\nOfficers**\n \n \n \n \n\nDeepankar\nTiwari(1)\n \n53\n \nChief\nExecutive Officer\n\nHiroshi\nNishijima (1)\n \n50\n \nFormer\nChief Executive Officer\n\nSachin\nGupta (2)\n \n39\n \nChief\nFinancial Officer\n\nShachi\nSingh (3)\n \n32\n \nFormer\nChief Legal Officer and General Counsel\n\n**Non-Employee\nDirectors**\n \n \n \n \n\nUri\nLevine (4)\n \n61\n \nDirector\nand Chairman\n\nMohan\nAnanda(5)\n \n72\n \nFormer\nDirector\n\nEvelyn\nD’An\n \n63\n \nDirector\n\nSwatick\nMajumdar\n \n62\n \nDirector\n\nJohn\nClarke (6)\n \n63\n \nDirector\n\n \n\n(1)\nMr.\nHiroshi Nishijima, resigned as Chief Executive Officer w.e.f May 2, 2025 and the Board appointed Mr. Deepankar Tiwari as the Chief\nExecutive Officer of the Company on May 9, 2025, effective immediately.\n\n \n\n(2)\nOn\nApril 4, 2024, the Company and Geiv Dubash, the then Chief Financial Officer of the Company, agreed to a mutual separation of employment,\neffective April 12, 2024. Mr. Dubash’s departure was not in connection with any disagreements with the Company. Mr. Sachin\nGupta served as Interim Chief Financial Officer from April 12, 2024, until January 16, 2025, on which date the Board appointed him\nas Chief Financial Officer of the Company.\n\n \n\n(3)\nOn\nJanuary 6, 2024, the Board of Directors of the Company appointed Shachi Singh as the Chief Legal Officer and General Counsel of the\nCompany. On April 28, 2026, Shachi Singh has resigned as the Chief Legal Officer of the Company.\n\n \n \n\n(4)\n\nEffective\nas of March 31, 2025, the Board appointed Uri Levine, as a member and Chairman of the Board\nto serve as a Class III Director filling the vacancy created by the previous resignation\nof Mark Bailey\n\n \n\n(5)\nOn\nApril 10, 2026, Mohan Ananda resigned as a member of the Board of Directors of the Company.\n\n \n\n(6)\nOn\nJune 18, 2024, in connection with the June offering, Graham Gullans resigned from the Board, effective as of the closing of the offering.\nMr. Gullans resignation was not due to a disagreement with a Company. Effective as of the closing of the offering, the Board appointed\nJohn Clarke to the Board as directors to fill one of the vacancies left by the resignations of Mr. Gullans and David Ishag. Mark\nBailey, who was appointed to fill the other vacancy, resigned as a director of the Company, effective as of December 6, 2024.\n\n \n\n99\n\n  \n\n**Executive\nOfficers**\n\n \n\n**Mr.\nDeepankar Tiwari**has over 25 years of experience in the Automotive / Mobility space. He spent over two decades with the Tata\nGroup, being part of Tata Motors Passenger Car Business, followed by being at Tata Sons, the holding company of Tata Group. Subsequently\nhe was the Asia-Pacific Head for Vehicle Solutions & Business Development at Uber Technologies. He serves as an Independent\nDirector on the Board of Aiontech Solutions, a publicly listed data solutions company, and also sits on the Board of ETO Motors, which\noperates across electric vehicle manufacturing, vehicle retail, and energy-as-a-service business. Mr. Deepankar is the Director for India\n& Asia Pacific at Area9 Lyceum, a global leader in AI-driven adaptive learning platform, headquartered in Boston and Copenhagen.\nAdditionally, he has been an advisor to Zoomcar since 2020.\n\n** **\n\n**Mr.\nSachin Gupta**has been Zoomcar’s Chief Financial Officer since April 12, 2025, and prior to that, since April 12, 2024,\nhe served as Interim Chief Financial Officer. Prior to becoming Interim Chief Financial Officer, Mr. Gupta served as the Company’s\nFinancial Controller since May 2019 and is responsible for all aspect of Accounting, Finance, Treasury, Taxation, Statutory Audits, and\nInternal Audits of all the entities of Zoomcar globally. Mr. Gupta has more than 12 years of accounting and business experience. Prior\nto Zoomcar, Mr. Gupta spent two years as a Financial Planning and Analysts (“FP&A”) Manager at Amazon, where he managed\nthe FP&A for the FinOps team for all the verticals and all the entities of Amazon globally. Prior to Amazon, he had experience working\non Accounting, Business Finance, Due Diligence and SAP (systems, applications & products) implementation for AGS Transact Technologies\nLimited, where he worked for 5 years. Mr. Gupta graduated from Calcutta University and is a professionally Qualified Chartered Accountant\nfrom the Institute of Chartered Accountants of India (equivalent to CPA in the United States) and Qualified Company Secretary from the\nInstitute of Company Secretaries of India.\n\n \n\n**Ms.\nShachi Singh** has worked at Zoomcar since 2019 and has served as the Company’s General Counsel and Legal Head since July\n2024. She was appointed by the Board as an executive officer on January 6, 2025. She is currently responsible for managing all aspects\nof legal and compliance matters of the Zoomcar entities globally. Prior to working at the Company, Ms. Singh practiced as a private equity\n/ venture capital & M&A lawyer at leading law firms in India. During her practice, she advised inter alia strategic corporates,\nprivate equity funds and start-ups on a variety of domestic and cross-border transactions. Ms. Singh graduated from Symbiosis Law School\n(Pune) with a degree in law and business administration. On April 28, 2026, Shachi Singh resigned as the Chief Legal Officer of the Company.\n\n \n\n**Directors**\n\n** **\n\n**Mr.\nUri Levine**became a director and Chairman of the Board of the Company on March 31, 2025. He had served as a consultant to the\nCompany, since October 21, 2024, until his position as a consultant was terminated effectively upon becoming a director and Chairman.\nMr. Levine also previously served on the board of Zoomcar, Inc. from 2021 to 2023. Mr. Levine is a passionate serial entrepreneur and\ndisruptor. He co-founded Waze in 2007, the world’s largest community-based driving traffic and navigation app, which was acquired\nby Google in June 2013 for more than $1.1 billion. He was a former investor in and initial board member of Moovit, a public transportation\napp, which Intel acquired for $1 billion in 2020. From 2021 to 2024, Mr. Levine served on the board of Infosys Ltd. (NYSE: INFY), including\nas a member of the Risk Management Committee, the Corporate Social Responsibility Committee, the Environment, Social and Governance Committee\nand Cybersecurity risk sub-committee. He is also currently serving on the boards of numerous private companies, including Pontera (formerly\nFeeX), FairFly, Pluro, Seetree, Kahun and more.\n\n \n\nMr.\nLevine has been in the high-tech business for the last 40 years, half of them in the startup scene, and has seen everything ranging from\nfailure, middle success, and big success. He is also a world-class speaker on entrepreneurship, disruption, evolution vs. revolutions\nof markets, mobility and startups. Motivated to encourage the next generation of thinkers and innovators, he also leads an academic workshop\nentitled “How to Build a Startup,” aimed at undergraduate and graduate-level business students. Mr. Levine is a professor\nat IE University in Madrid, teaching entrepreneurship. Mr. Levine holds a Bachelor of Arts degree from Tel Aviv University. Before attending\nuniversity, he served in the Israeli army in its special intelligence unit 8200. He is a trustee at the Tel Aviv University.\n\n** **\n\n100\n\n \n\n**Mr.\nMohan Ananda**serves as our Chairman. Dr. Ananda was the founding Chairman, CEO, and President of Stamps.com (NASDAQ:STMP) and\nserved on its board of directors. Stamps.com, established in 1996, is the leading provider of Internet-based mailing and shipping solutions\nand utilizes technology developed by Dr. Ananda and protected by a number of US patents. Dr. Ananda was instrumental in raising in excess\nof $400 million of capital for Stamps.com, which included multiple rounds of private raises, followed by its $55 million initial public\noffering on NASDAQ in 1999 and a $309.1 million follow-on public offering. In June 2021, Stamps.com agreed to settle claims in connection\nwith a derivative suit brought by shareholders of Stamps.com in exchange for (i) payment of $30 million of insurance proceeds to Stamps.com\non behalf of certain of the shareholders from D&O insurance policies purchased by Stamps.com for the benefit of its directors and\nofficers and Stamps.com; and (ii) implementation of certain corporate governance changes by Stamps.com. n August 2021, Stamps.com agreed\nto pay $100 million to settle claims in connection with a class action lawsuit brought by investors alleging Stamps.com misled investors\nabout Stamps.com’s relationship with the United States Postal Service to artificially inflate its stock price. Dr. Ananda also\nhas been instrumental in entering into a definitive agreement for Stamps.com (STMP) to be acquired by Thoma Bravo, LP, a leading software\ninvestment firm, in an all-cash transaction that values Stamps.com at approximately $6.6 billion. Under the terms of the agreement, Stamps.com\nstockholders will receive $330.00 per share. Dr. Ananda was also the founder and director of a European-based investment firm, JAB Holdings\nLimited (“**JAB**”). JAB’s capital was raised through a public offering in the Alternative Investment Market of\nthe London Stock Exchange in the United Kingdom. Dr. Ananda was also a founder of Envestnet, Inc. (NYSE:ENV) (“**Envestnet**”),\nwhich is a leading provider of solutions to financial advisors and institutions. Dr. Ananda served as a director on Envestnet’s\nboard for a number of years. He is also the Chairman and CEO of Ananda Enterprises, Inc. a California company that provides technology\nand management consulting services. Dr. Ananda has been a managing partner in the law firm of Ananda & Krause, since 1986 and is\nthe founding Chairman and CEO of Ananda Foundation (ananda-foundation.org). Ananda Foundation is a non-profit organization committed\nto bringing innovation in healthcare management to the lives of people by providing medical services online (telemedicine) for Neurology/Neurosurgery,\nInternal Medicine & Pediatric/Adolescent Medicine patients from all over the world. This includes clinical knowledge exchange, health\ntechnology implementation, and patient treatment in collaboration with the areas of telemedicine, tele-radiology services, and remote\nmedical opinions/second opinions.\n\n \n\nDr.\nAnanda is also the Chairman of Paanini Foundation. The Paanini Foundation is focused on how technology can help employees do their jobs\nmore innovatively and how human-machine collaboration can lead to a new paradigm of productivity. The Paanini Foundation’s mission\nis to prepare employees who may be impacted by AI and automation for the new opportunities that they will encounter. Dr. Ananda is also\nworking with the Stanford Seed Transformation program organized by Stanford University though the Stanford Institute for Innovation in\nDeveloping Economies as a Seed Consultant assisting companies in India in the areas of improving management, growth, marketing and finances.\n\n \n\nDr.\nAnanda was the former Director of space systems at Jet Propulsion Laboratory, a NASA center from April 1970 to March 1980, and was the\nformer Director of Research & Development for the Aerospace Corporation, a think tank for the US Air Force from March 1980 to December\n1989 where Dr. Ananda was the primary architect for the development of the Global Positioning System (GPS) for the U.S. Department of\nDefence. Our board has determined that Dr. Ananda’s extensive experience qualifies him to serve as our Chairman, Chief Executive\nOfficer, and a member of our board of directors.\n\n \n\nDr.\nAnanda received his B.S. degree with Honors in Mechanical Engineering from Coimbatore Institute of Technology, Coimbatore, India. He\nreceived his MS degree in Aeronautics from California Institute of Technology, Pasadena, California. He also obtained a Ph.D. from the\nUniversity of California at Los Angeles in Astro-dynamics and Control. He also obtained his law degree, J.D. from the University of West\nLos Angeles and has been a member of the California Bar since 1986. On April 10, 2026, Mohan Ananda resigned as a member of the Board\nof Directors of the Company.\n\n \n\n101\n\n \n\n**Ms.\nEvelyn D’An**is an experienced Independent Board Director and experienced Chair of Audit, Compensation and Nominating/Governance\ncommittees. She is a Hispanic business leader, having served in various financial and operational leadership roles throughout her career.\nMs. D’An was also a former audit partner with Ernst & Young, spending over 18 years serving clients across a variety of sectors\nincluding technology, retail and consumer products. Ms. D’An has served on numerous corporate boards since 2006.\n\n \n\nSince\nAugust 2021, Ms. D’An has served on the board of Backblaze, Inc. (“**Backblaze**”) (NASDAQ:BLZE), a cloud storage\nand data backup company, where she chairs the Audit Committee and is a member of the Compensation Committee. Since March 2020, Ms. D’An\nhas served on the board of directors of GHD Group Pty Ltd (“**GHD**”), an employee-owned global Australian based professional\nservices firm specializing in engineering, advisory and digital services, with more than 12,000 employees across five continents. Ms.\nD’An is the chair of GHD’s Audit Committee and is also a member of GHD’s Global Inclusion & Diversity Council and\nRisk Committee.\n\n \n\nFrom\nMarch 2018 until April 2021, Ms. D’An served on the board of directors of Enochian Biosciences Inc., (NASDAQ: ENOB), a pre-clinical\nstage biosciences technology start-up focused on clinical trials for HIV/AIDS and cancer and was a member of the audit committee, nominating\nand governance committee and compensation committee.\n\n \n\nFrom\nNovember 2016 through June 2022, Ms. D’An served on the board of directors of Summer Infant, Inc., a formerly listed Nasdaq listed\nmanufacturer of infant and juvenile products, with distribution into major retailers such as Target, Walmart and Amazon where she chaired\nthe Compensation Committee and was a member of the Audit Committee. Summer Infant was sold in June 2022 to a private company.\n\n \n\nMs.\nD’An has extensive experience in corporate governance and brings a wealth of corporate governance, financial and accounting experience\nto the Zoomcar Board. Having graduated with a Bachelor of Science in Accounting from the State University of Albany, Ms. D’An was\npreviously a licensed Certified Public Accountant in New York from July 9, 1990. She frequently speaks about governance topics and is\ncurrently chair of the Board of Florida National Association of Corporate Directors. We believe that Ms. D’An is qualified to serve\nas a member of our Board because of her extensive experience advising technology companies, including other public companies as both\na director and executive.\n\n \n\n**Mr.\nSwatick Majumdar** is a seasoned investment banker and venture capitalist. He possesses several decades of advising Indian companies\non their US-India activities such as Pipavav Shipyard India, IDFC, Satyam Computer Services, Indian Infrastructure Opportunity Fund and\nLava International Ltd. Most recently, Mr. Majumdar assisted in the capital raise for Zoomcar. His core expertise is in growth stage\ncompanies for capital raise, growth, product, and market fit.\n\n \n\nMr.\nMajumdar is currently serving as a Managing Director at Chatsworth Securities, LLC (“**Chatsworth**”). At Chatsworth,\nhe directs all his attention to investment banking activities in the US-India corridor, assisting and advising in sectors such as Mobility,\nTechnology, Media and Telecommunication, as well as Renewable Energy. He has been serving as a board advisor at Easy Energy Systems,\na renewable energy company that is working to utilize waste to create energy in India, since January 2020. Mr. Majumdar is also a co-founder\nof Survive and Thrive Today, a three-day startup bootcamp and media company. Mr. Majumdar is also the President of Global Path Capital,\na role in which he has served since August 2009. From January 2017 to March 2019, Mr. Majumdar was a board advisor at Rental Uncle, India\n(P) Ltd.\n\n \n\nPreviously,\nMr. Majumdar served as a Venture Partner at Digital Entertainment Venture, a New York-based VC fund, from July 2013 to December 2021.\nFrom November 2002 to December 2005, Mr. Majumdar was the owner-operator of Riverhead Sports Management. He is a mentor at the CUNY Startup\nAccelerator and at the German Accelerator. He brings a wealth of global relationships, expertise, and operating history to companies.\nMr. Majumdar has participated as a speaker, panelist, and a moderator at several industry related events in the US, India and the United\nArab Emirates.\n\n \n\nMr.\nMajumdar has a double master’s degree in Applied Economics from University of Lucknow, India and in Computer and Management Information\nSystems from University of Central Texas.\n\n \n\n102\n\n \n\n**Mr.\nJohn Clarke**has 40 years of experience providing specialty financing and capital advice regarding emerging private and public\ncompanies. In 2021, John joined Aegis Capital Corp and Stern Aegis Ventures as a Senior Managing Director. Previously, he has been President\nof H.C. Wainwright & Co and worked with Spencer Trask Ventures, as well as several Investment boutiques and NYSE brokerage firms.\nDuring his career, he has raised several hundred million dollars for over 100 private and public Offerings in a variety of emerging industries.\n\n \n\nMr.\nClarke developed his career as a Branch Manager for Josepthal, Lyon & Ross and is currently registered with Representative, General\nSecurities and Financial and Operations Principal Securities and Research Analyst Supervisory licenses. He is a graduate of the E. Claiborne\nRobbins School of Business and holds a B.S. in Finance, and lives in New Jersey. Mr. Clarke was designated to the Board by Aegis Capital\nCorp. pursuant to an arrangement between the Company and Aegis which provided that Aegis has the one-time right to designate two (2)\nindependent directors to the Board.\n\n \n\n**Family\nRelationships**\n\n** **\n\nThere\nare no family relationships among any of our directors or executive officers.\n\n \n\n**Certain\nLegal Proceedings**\n\n** **\n\nNone\nof the Company’s directors or executive officers have been involved, in the past ten years and in a manner material to an evaluation\nof such director’s or officer’s ability or integrity to serve as a director or executive officer, in any of those “Certain\nLegal Proceedings” more fully detailed in Item 401(f) of Regulation S-K, which include but are not limited to, bankruptcies, criminal\nconvictions and an adjudication finding that an individual violated federal or state securities laws.\n\n \n\n**Corporate\nGovernance**\n\n** **\n\n**Composition\nof the Board of Directors**\n\n** **\n\nOur\nbusiness and affairs are organized under the direction of the Board, which consists of four (4) members. Uri Levine serves as Chairman\nof the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counselling and direction to our\nmanagement. The Board meets on a regular basis and additionally as required.\n\n \n\nIn\naccordance with the terms of the Charter, the Board is divided into two classes, Class I, and Class III, with only one class of directors\nbeing elected in each year and each class serving a three-year term, except that the Class I directors are appointed to an initial one-year\nterm (and three-year terms subsequently), and the Class III directors are appointed to an initial three-year term (and three-year terms\nsubsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than\n50% of the shares voted for the election of directors can elect all of the directors.\n\n \n\nThe\nBoard is divided into the following classes:\n\n \n\n \n●\nClass\nI, which consists of Swatick Majumdar and John Clarke, whose terms will expire at the 2027 Annual Meeting of Stockholders, or until\ntheir successors are elected and qualified;\n\n  \n\n \n●\nClass\nIII, which consists of Uri Levine and Evelyn D’An, whose term will expire at the 2026 Annual Meeting of Stockholders, or until\nhis successor is elected and qualified.\n\n \n\nThis\nclassification of the Board may have the effect of delaying or preventing changes in our control or management.\n\n \n\n103\n\n \n\n**Board\nLeadership Structure**\n\n** **\n\n**Director\nIndependence**\n\n** **\n\nSection\n1.2 of the OTCQB Rules for U.S. Companies (the “OTCQB Rules”), require that a minimum of two of the board of directors of\na should be composed of “independent directors,”. As per the OTCQB Rules the following persons shall not be considered independent:\nA) a director who is, or at any time during the past three years was, employed by the Company; (B) a director who accepted or has\na Family Member who accepted any compensation from the Company in excess of $120,000 during any fiscal year within the three years preceding\nthe determination of independence, other than compensation for board or board committee service; compensation paid to a Family Member\nwho is an employee (other than an executive officer) of the Company; or benefits under a tax-qualified retirement plan, or non-discretionary\ncompensation; or (C) A director who is the Family Member of a Person who is, or at any time during the past three years was, employed\nby the Company as an executive officer. The Company’s Board has determined that each of Mohan Ananda, Evelyn D’An, Swatick\nMajumdar, and John Clarke are independent directors under the OTCQB Rules and the Audit Committee composes of independent directors and\nmeets the heightened independence standards of Rule 10A-3 of the Exchange Act. In making these determinations, the Board considered the\ncurrent and prior relationships that each non-employee director had with Zoomcar and has with the Company and all other facts and circumstances\nthe Board deemed relevant in determining independence, including the beneficial ownership of our common stock by each non-employee director,\nand the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.”\n\n \n\n**Committees\nof the Board of Directors**\n\n** **\n\nThe\nstanding committees of Company’s Board consists of an Audit Committee, a Compensation Committee, and a Nominating and Corporate\nGovernance Committee. The composition and responsibilities of each of the committees of the Board are described below. Members serve\non these committees until their resignation or until otherwise determined by the Board. The Board may establish other committees as it\ndeems necessary or appropriate from time to time.\n\n \n\n*Audit\nCommittee*\n\n* *\n\nThe Company’s Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act\nand consists of Evelyn D’An, John Clarke and Swatick Majumdar, each of whom is an independent director and is “financially\nliterate” as defined under the OTCQB Rules. Ms. D’An serves as chair of the Audit Committee. The Company’s Board has\ndetermined that Ms. D’An qualifies as an “audit committee financial expert,” as defined under rules and regulations\nof the SEC.\n\n \n\nThe\nprimary purpose of the audit committee is to discharge the responsibilities of the Board with respect to corporate accounting and financial\nreporting processes, systems of internal control and financial statement audits, and to oversee Zoomcar’s independent registered\npublic accounting firm. Specific responsibilities of the audit committee include:\n\n \n\n \n●\nhelping\nthe Board oversee corporate accounting and financial reporting processes;\n\n \n\n \n●\nmanaging\nthe selection, engagement, qualifications, independence and performance of a qualified firm to serve as the independent registered\npublic accounting firm to audit our consolidated financial statements;\n\n \n\n \n●\ndiscussing\nthe scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the\nindependent accountants, our interim and year-end operating results;\n\n \n\n \n●\ndeveloping\nprocedures for employees to submit concerns anonymously about questionable accounting or audit matters;\n\n \n\n \n●\nreviewing\nrelated person transactions; obtaining and reviewing a report by the independent registered public accounting firm at least annually\nthat describes our internal quality control procedures, any material issues with such procedures, and any steps taken to deal with\nsuch issues when required by applicable law; and\n\n \n\n \n●\napproving\nor as permitted, pre-approving, audit and permissible non-audit services to be performed by the independent registered public accounting\nfirm.\n\n \n\n104\n\n \n\n*Compensation\nCommittee*\n\n* *\n\nThe\nCompany’s Compensation Committee consists of Evelyn D’An and John Clarke, each of whom is an independent director under OTCQB’s\nlisting standards, and Mr. Clarke serves as chair of the Compensation Committee.\n\n \n\nThe\nprimary purpose of the compensation committee is to discharge the responsibilities of the Board in overseeing the compensation policies,\nplans and programs and to review and determine the compensation to be paid to executive officers, directors and other senior management,\nas appropriate. Specific responsibilities of the compensation committee include:\n\n \n\n \n●\nreviewing\nand approving the compensation of the chief executive officer, other executive officers and senior management;\n\n \n\n \n●\nreviewing\nand recommending to the board of directors the compensation of directors;\n\n \n\n \n●\nadministering\nthe equity incentive plans and other benefit programs;\n\n \n\n \n●\nreviewing,\nadopting, amending and terminating incentive compensation and equity plans, severance agreements, profit sharing plans, bonus plans,\nchange-of-control protections and any other compensatory arrangements for the executive officers and other senior management; and\n\n \n\n \n●\nreviewing\nand establishing general policies relating to compensation and benefits of the employees, including the overall compensation philosophy.\n\n \n\n*Nominating\nand Corporate Governance Committee*\n\n* *\n\nThe\nCompany’s Nominating and Corporate Governance Committee consists of Evelyn D’An and Swatick Majumdar, who is an independent\ndirector under OTCQB’s listing standards, Mr. Majumdar serves as the chair of the Nominating and Corporate Governance Committee.\nThe Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on\nthe Board. The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment\nbankers and others.\n\n \n\nThe\nguidelines for selecting nominees, including nominees who will permit the Continuing Company to comply with applicable diversity standards,\nare specified in the Nominating and Corporate Governance Committee Charter.\n\n \n\nSpecific\nresponsibilities of the nominating and corporate governance committee include:\n\n \n\n \n●\nidentifying\nand evaluating candidates, including the nomination of incumbent directors for re-election and nominees recommended by stockholders,\nto serve on the board of directors;\n\n \n\n \n●\nconsidering\nand making recommendations to the board of directors regarding the composition and chairmanship of the committees of the Board;\n\n \n\n \n●\ndeveloping\nand making recommendations to the Board regarding corporate governance guidelines and matters, including in relation to corporate\nsocial responsibility; and\n\n \n\n \n●\noverseeing\nperiodic evaluations of the performance of the Board, including its individual directors and committees.\n\n \n\n105\n\n \n\n**Compensation\nCommittee Interlocks and Insider Participation**\n\n** **\n\nNone\nof the Company’s executive officers currently serves, or in the past year has served, as a member of the board of directors or\ncompensation committee of any entity that has one or more executive officers serving on the Company’s Board.\n\n \n\n**Audit Committee Financial Expert**\n\nOur Board of Directors has determined that Evelyn D’An qualifies\nas an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, and that Evelyn D’An is “independent”\nwithin the meaning of the applicable independence standards.\n\n \n\n**Code\nof Ethics**\n\n** **\n\nWe have adopted a code of ethics that applies to all of its executive officers,\ndirectors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller\nor persons performing similar functions. The code of ethics is available on our website, *www.zoomcar.com*. In addition, we intend\nto post on our website all disclosures that are required by applicable laws concerning any amendments to, or waivers from, any provision\nof the code. The reference to the Zoomcar website address does not constitute incorporation by reference of the information contained\nat or available through Zoomcar’s website, and you should not consider it to be a part of this annual report.\n\n \n\n**Trading\nPolicies**\n\n \n\nOn\nDecember 29, 2023, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our\nsecurities by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules\nand regulations (the “**Insider Trading Policy**”).\n\n \n\nThe\nforegoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and\nconditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.\n\n \n\n**Compensation\nRecovery and Clawback Policy**\n\n \n\nUnder\nthe Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid\nincentive amount, we can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct\nnational stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company\nis found to have misstated its financial results.\n\n \n\nOn\nDecember 29, 2023 our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “**Clawback\nPolicy**”), with an effective date of December 29, 2023, in order to comply with the final clawback rules adopted by the SEC\nunder Rule 10D-1 under the Exchange Act (the “**Rule**”), (the “**Final Clawback Rules**”).\n\n \n\nThe\nClawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive\nofficers as defined in the Rule (“**Covered Officers**”) in the event that we are required to prepare an accounting restatement,\nin accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged\nin misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board\nof Directors may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the\nthree completed fiscal years preceding the date on which we are required to prepare an accounting restatement.\n\n \n\n**Role\nof our Board in Risk Oversight/Risk Committee**\n\n** **\n\nOne\nof the key functions of our Board is the informed oversight of our risk management process. Our Board does not have a standing risk management\ncommittee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing\ncommittees of our Board that address risks inherent in their respective areas of oversight. For example, our audit committee is responsible\nfor overseeing the management of risks associated with our financial reporting, operational, privacy and cybersecurity, competition,\nlegal, regulatory, compliance and reputational matters; and our compensation committee oversees the management of risks associated with\nour compensation policies and programs.\n\n \n\n106\n\n \n\n**Oversight\nof Cybersecurity Risks**\n\n** **\n\nWe\nface a number of risks, including cybersecurity risks and those other risks described under the section titled *“Risk Factors”*included in this annual report. Our Internal Security Team is responsible for overseeing the steps management has taken with respect\nto cybersecurity risk exposure. As part of this oversight, our Audit Committee will receives regular reports from our Internal Security\nTeam on cybersecurity risk exposure and the actions taken by the Company to limit, monitor or control such exposures at its regularly\nscheduled meetings. Management will along with the Internal Security Team works with third party service providers to maintain appropriate\ncontrols. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that\nour Board leadership structure supports this approach. See Part I, Item 1C – Cybersecurity – for a more detailed discussion\nof our procedures relating to cybersecurity.\n\n \n\n**Limitation\non Liability and Indemnification of Directors and Officers**\n\n** **\n\nOur\nCharter limits directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation\nwill not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:\n\n \n\n \n●\nfor\nany transaction from which the director derives an improper personal benefit;\n\n \n\n \n●\nfor\nany act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;\n\n \n\n \n●\nfor\nany unlawful payment of dividends or redemption of shares; or\n\n \n\n \n●\nfor\nany breach of a director’s duty of loyalty to the corporation or its stockholders.\n\n \n\nIf\nthe DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability\nof the directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.\n\n \n\nDelaware\nlaw and our Bylaws provide that the Company will, in certain situations, indemnify its directors and officers and may indemnify other\nemployees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations,\nto advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance\nof the final disposition of the proceeding.\n\n \n\nIn\naddition, we have entered into separate indemnification agreements with our directors and officers. These agreements, among other things,\nrequire the Company to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines,\nand settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of its directors\nor officers or any other company or enterprise to which the person provides services at its request.\n\n \n\nZoomcar\nbelieves these provisions in the Charter and Bylaws and these indemnification agreements are necessary to attract and retain qualified\npersons as directors and officers. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,\nofficers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities\nAct and is therefore unenforceable.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection 16(a) of the Exchange Act requires our executive officers,\ndirectors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports\nof ownership and reports of changes in ownership of our Common Stock and other equity securities. These executive officers, directors,\nand greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such\nreporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons,\nwe believe that during the fiscal year ended March 31, 2026, all reports applicable to our executive officers, directors and greater than\n10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act except as set forth below:\n\n \n\nHiroshi Nishijima (former CEO),\nAdarsh Menon (former President), Deepankar Tiwari (CEO), Sachin Gupta (CFO) and Shachi Singh (former CLO) each filed one late Form 3.\n\n \n\nHiroshi Nishijima (former CEO)\nfiled 1 late Form(s) 4 reporting 1 transaction(s) not reported on a timely basis; Deepankar Tiwari (CEO) filed 2 late Form(s) 4 reporting\n2 transaction(s) not reported on a timely basis; each Sachin Gupta (CFO), Shachi Singh (former CLO) , and members of the Board including\nUri Levine, John Clarke, Mohan Ananda (former Director), Evelyn D’An and Swatick Majumdar are in the process of filing their respective\nForm 4 and have been delayed on account of the complex requirements for obtaining EDGAR Next Access.\n\n \n\nOur Former Director Madan Menon\nwho resigned from his position on April 16, 2025 failed to file his Form 4 upon his exit from the organization.\n\n \n\nOther than as set forth above, the Company is not aware of any failure\nto file a required Form 3, Form 4 or Form 5 during the fiscal year ended March 31, 2026.\n\n \n\n107"}