{"url_path":"/sec/zcar/10-k/2026/item-11","section_key":"item-11","section_title":"Item 11 Executive Compensation**","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":5427,"has_tables":true,"body_markdown":"**Item\n11. Executive Compensation**\n\n** **\n\n**EXECUTIVE\nCOMPENSATION**\n\n** **\n\nWe\nqualify as an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive\ncompensation disclosure rules. In accordance with those rules, we are required to provide a Summary Compensation Table and an Outstanding\nEquity Awards at Fiscal Year-End Table, as well as limited narrative disclosures regarding executive compensation for our last completed\nfiscal year. Further, our reporting obligations extend only to our “named executive officers,” who are the individuals who\nserved as Zoomcar’s principal executive officer and Zoomcar’s next two other most highly compensated officers at the fiscal\nyear ended March 31, 2026, the most recently completed fiscal year as of our first public filing. Our named executive officers as of\nMarch 31, 2026 were:\n\n \n\n**Name**\n \n**Principal\nPosition**\n\nDeepankar\nTiwari\n \nChief\nExecutive Officer\n\nHiroshi\nNishijima\n \nFormer\nChief Executive Officer\n\nSachin\nGupta\n \nChief\nFinancial Officer\n\nShachi\nSingh\n \nFormer\nChief Legal Officer and General Counsel\n\n \n\n**Summary\nCompensation Table**\n\n** **\n\nThe\nfollowing table summarizes the compensation awarded to, earned by, or paid to Zoomcar’s named executive officers for the fiscal\nyear ended March 31, 2026 and 2025.\n\n \n\n**Name and Principal Position**\n \n**Year**\n \n**Salary\n($)(1)**\n \n \n**Bonus\n($)**\n \n \n**Option\nAwards\n($)(2)**\n \n \n**Non-\nEquity\nIncentive\nPlan\nAward\n($)(3)**\n \n \n**All Other\nCompensation\n($)(4)**\n \n \n**Total\n($)**\n \n\nDeepankar Tiwari *Chief Executive Officer*\n \n2026\n \n \n163,855\n \n \n \n-\n \n \n \n-\n \n \n \n    -\n \n \n \n570,000\n \n \n \n733,855\n \n\nSachin Gupta(5)\n \n2025\n \n \n116,239\n \n \n \n10,048\n \n \n \n1796\n \n \n \n-\n \n \n \n15,652\n \n \n \n143,735\n \n\n*Financial Officer*\n \n2026\n \n \n161162\n \n \n \n13982\n \n \n \n-\n \n \n \n-\n \n \n \n10,555\n \n \n \n185,700\n \n\nHiroshi Nishijima(6)\n \n2025\n \n \n213,697\n \n \n \n105,394\n \n \n \n-\n \n \n \n-\n \n \n \n125,145\n \n \n \n444,236\n \n\n*Former Chief Executive Officer*\n \n2026\n \n \n100,454\n \n \n \n-\n \n \n \n-\n \n \n \n-\n \n \n \n29,498\n \n \n \n129,952\n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\nShachi Singh(7)\n \n2025\n \n \n79,468\n \n \n \n7,738\n \n \n \n1,390\n \n \n \n-\n \n \n \n17,414\n \n \n \n106,010\n \n\n*Former Chief Legal Officer and General Counsel*\n \n2026\n \n \n118,950\n \n \n \n9,893\n \n \n \n-\n \n \n \n-\n \n \n \n13,244\n \n \n \n142,087\n \n\n \n\n \n\n(1) \nThe\namounts in this column reflect the base salary actually paid to each named executive officer for the fiscal year ended March 31,\n2026 and 2025, which is paid in Indian Rupees and reported above based on a rate of 88.35 Indian Rupees to $1 and 84.56 Indian Rupees\nto $1 respectively.\n\n \n\n(2)\nFor\nMr. Deepankar Tiwari, Mr. Sachin Gupta and Ms. Shachi Singh the numbers represent the grant date fair value of the RSUs issued under\nthe 2023 Equity Incentive Plan.\n\n \n\n(3)\nThe\namounts in this column represent the amount of variable pay earned by each named executive officer in respect of the fiscal year\nended March 31, 2026, which is paid in Indian Rupees and reported above based on a rate of 88.35 Indian Rupees to $1.\n\n \n\n(4)\nAll\nOther Compensation include and constitute of leave encashments, gratuity, Zoomcar contribution to provident fund, retention bonus,\ndirectorship bonus, Zoomcar club incentive, and rent towards corporate apartment utilized. amounts reported for each named executive\nofficer were paid in Indian Rupees and are reported for the fiscal year ended March 31, 2026 and 2025, based on a rate of 88.35 Indian\nRupees to $1 and 84.56 Indian Rupees to $1 respectively. For Deepankar Tiwari, The other compensation is limited to the Share Inducement\naward made to him.\n\n \n \n\n \n\n108\n\n \n\n(5)\nMr.\nGeiv Dubash(former Chief Financial Officer) resigned as Chief Financial Officer effective April 12, 2024. Mr. Sachin Gupta served\nas our Interim Chief Financial Officer from April 12, 2024 until January 16, 2025 and then was appointed Chief Financial Officer\nwith effect from January 17, 2025.\n\n \n\n(6)\nFollowing\nsuch termination of Mr. Moran, effective June 20, 2024, the Board of Directors of the Company appointed Hiroshi Nishijima, the Company’s\nChief Operating Officer, as Acting Chief Executive Officer and then as Chief Executive Officer on February 1, 2025. Pursuant to his\nemployment agreement, Mr. Nishijima’s annual salary was $350,000 per annum. Mr. Nishijima resigned from his position as\nthe Chief Executive Officer. Mr. Nishijima’s resignation was effective from May 02, 2025 and Mr. Deepankar Tiwari was appointed\nby the Board to replace Mr. Nishijima on May 9, 2025.\n\n \n\n(7)\nOn\nJanuary 6, 2025, the board of directors (the “Board”) of Zoomcar Holdings, Inc. (the “Company”) approved\nthe designation of Shachi Singh, the Company’s General Counsel and Chief Legal Officer, as an executive officer of the Company,\neffective immediately. On April 28, 2026, Shachi Singh resigned as the Chief Legal Officer of the Company.\n\n \n\n**Narrative\nto Summary Compensation Table**\n\n** **\n\n**Employment\nAgreements**\n\n** **\n\nFor\nthe fiscal year ended March 31, 2026, Zoomcar maintained employment agreements with its Chief Executive Officer, Chief Financial Officer,\nand Chief Legal Officer.\n\n \n\nEffective\nupon the Closing of the Business Combination, Zoomcar amended and restated the existing employment agreements with each of the Company’s\nCEO, CFO and COO. The amended and restated employment agreements governs the terms of continuing employment with Zoomcar India and also\nprovide that each executive agrees to serve as an executive officer of the Company following the completion of the Business Combination\nwithout additional compensation. Below is a summary of the material updates to each of the amended and restated employment agreements.\n\n \n\n109\n\n \n\nOn\nJune 20, 2024, Greg Moran, the Company’s Chief Executive Officer, was terminated from his role. Pursuant to Mr. Moran’s employment\nagreement, Mr. Moran was required to resign from the Board as a result of such termination. Following such termination, effective June\n20, 2024, the Board of Directors of the Company appointed Hiroshi Nishijima, the Company’s Chief Operating Officer, as Acting Chief\nExecutive Officer and then as Chief Executive Officer on February 1, 2025. Mr. Nishijima has also resigned from his position as the Chief\nExecutive Officer. Mr. Nishijima’s resignation is effective from May 02, 2025 and was finalized by the Board on May 07, 2025.\n\n \n\n*Consultant\nAgreement with Deepankar Tiwari*\n\n \n\nMr.\nDeepankar Tiwari was appointed as the Chief Executive Officer of the Company on May 09, 2025 pursuant to the terms of a Consultant Agreement.\nHis initial term is for one (1) year which can be extended upon mutual discussion. The monthly consultancy fee, bonuses, certain initial\nand kicker RSU grants for Mr. Deepankar Tiwari, are as contracted in the May 09, 2025, Consultant Agreement. The validity period for\nthe Consultant Agreement for Mr. Deepankar Tiwari was extended for another one (1) year through an amendment dated June 10, 2026 (“Amendment\nNo.1”) at the same terms as that of the Consultant Agreement.\n\n \n\nIn\naccordance with the terms of the Consultant Agreement and the Amendment No.1, the Company has agreed to (i) pay Mr. Tiwari a service\nfee of $14,874 per month, (ii) grant Mr. Tiwari 1,000,000 (one million) RSUs (“initial Grant”) of which 250,000 RSU shall\nvest at the end of each quarter beginning from the Effective Date of the Consultant Agreement (iii) grant another 1,000,000 (one million)\nRSUs (“Kicker Grant”), if Mr. Tiwari and the Board mutually agree to extend his term for an additional one (1) year beyond\nthe initial term for which the vesting schedule and set of performance objectives and key performance indicators (KPIs) for this grant\nis to be decided mutually by him and the Board.\n\n \n\nThe\nConsultant Agreement specifies certain compensation following termination, including severance payments of three months of Mr. Tiwari’s\nlast drawn salary if Mr. Tiwari is terminated by the Company without “Cause” (as defined in the consultant agreement) payable\neither in lumpsum or in instalments as decided by the Board in accordance with the Company’s normal policies and practices. The\nConsultant Agreement further provides that such severance compensation shall be subject to reduction or offset by any fees, compensation,\nor income earned or received by Mr. Tiwari for services rendered to any other party during the severance period.\n\n \n\n*Employment\nAgreement with Sachin Gupta*\n\n* *\n\nEffective\nApril 12, 2024, the Board of Directors of the Company appointed Sachin Gupta, the Company’s Financial Controller, as Acting Chief\nFinancial Officer and then as Chief Financial Officer on January 17, 2025. The annual base salary, annual variable pay opportunity, and\nsupplemental bonus are as provided for Mr. Sachin Gupta, as contracted, in March 06, 2025 employment agreement.\n\n \n\nThe\nemployment agreement specifies certain compensation following termination of employment, including severance payments of 45 days of Mr.\nGupta’s last drawn salary if Mr. Gupta’s employment is terminated by the Company without “Cause” (as defined\nin the employment agreement). Mr. Gupta was also granted and issued 616 RSUs under the 2023 Equity Incentive Plan of the Company as per\nthe terms of the restricted stock unit award agreement dated February 12, 2025.\n\n \n\n110\n\n \n\n*Amended\nand Restated Agreement with Hiroshi Nishijima*\n\n* *\n\nThe\nannual base salary, annual variable pay opportunity, and supplemental bonus remains the same for Mr. Nishijima, as contracted in his\nMay 2, 2022, employment agreement. Subject to the approval of the compensation committee of the Board, Mr. Nishijima will be granted\nrestricted stock units equal to 0.25% of the aggregate number of Common Stock issued and outstanding immediately after the Business Combination.\nThe RSUs will vest over three years, with one-half of the RSUs vesting on the first anniversary of the Closing Date and the remaining\none-half of the RSUs vesting monthly thereafter, subject to Mr. Nishijima’s continued service with the Company’s through\neach vesting date. As of the date hereof, no RSU’s have been granted under the 2023 Equity Incentive Plan.\n\n \n\nThe\nemployment agreement specifies certain compensation following termination of employment, including severance payments of four months\nof Mr. Nishijima’s last drawn salary if Mr. Nishijima’s employment is terminated by the Company without “Cause”\n(as defined in the employment agreement) or if his employment is terminated by the acquiring company within one year of an acquisition\nof the Company.\n\n \n\nFollowing\nthe termination of Mr. Greg Moran as the Company’s Chief Executive Officer, effective June 20, 2024, the Board of Directors of\nthe Company appointed Hiroshi Nishijima, the Company’s Chief Operating Officer as Acting Chief Executive Officer and then as Chief\nExecutive Officer on February 1, 2025.\n\n \n\nMr.\nNishijima has resigned from his position as the Chief Executive Officer. Mr. Nishijima’s resignation is effective from May 02,\n2025 and was finalized by the Board on May 07, 2025. Mr. Nishijima’s resignation was not due to a disagreement with a Company.\n\n \n\nFollowing\nhis resignation the Board appointed Mr. Deepankar Tiwari as the Chief Executive Officer of the Company w.e.f. May 09, 2025.\n\n \n\n*Employment\nAgreement with Shachi Singh*\n\n \n\nThe\nannual base salary, annual variable pay opportunity, and supplemental bonus are as provided for Ms. Shachi Singh, as contracted, in her\nJanuary 8, 2025 employment agreement.\n\n \n\nThe\nemployment agreement specifies certain compensation following termination of employment, including severance payments of three months\nof Ms. Singh’s last drawn salary if Ms. Singh’s employment is terminated by the Company without “Cause” (as defined\nin the employment agreement). Ms. Singh was also granted and issued 476 RSUs under the 2023 Equity Incentive Plan of the Company as per\nthe terms of the restricted stock unit award agreement dated February 12, 2025.\n\n \n\nOn\nApril 28, 2026, Shachi Singh resigned as the Chief Legal Officer of the Company.\n\n \n\n**Equity-Based\nCompensation**\n\n** **\n\n**2012\nEquity Plan**\n\n** **\n\nIn\n2012, the Zoomcar Inc. Board adopted, and Zoomcar Inc.’s stockholders approved, the Zoomcar, Inc. 2012 Equity Incentive Plan (the\n“**2012 Equity Plan**”). Each of the named executive officers hold stock options under the 2012 Equity Plan, as described\nbelow.\n\n \n\nAs\nthe Zoomcar Holdings, Inc. 2023 Equity Incentive Plan was approved by the Company’s stockholders and adopted by the Board, the\n2012 Equity Plan was terminated and no further awards will be granted under it.\n\n \n\n111\n\n \n\n**2023\nIncentive Plan**\n\n** **\n\nThe\nfollowing is a summary of the material features of the Incentive Plan, which was adopted by the Company’s stockholders in January\n2024.\n\n \n\n*Purpose*\n\n* *\n\nThe\npurpose of the Incentive Plan is to enhance the ability of Zoomcar to attract, retain and motivate persons who make (or are expected\nto make) important contributions by providing these individuals with equity ownership opportunities and/or equity-linked compensatory\nopportunities. Equity awards and equity-linked compensatory opportunities are intended to motivate high levels of performance and align\nthe interests of directors, employees, and consultants with those of stockholders by giving directors, employees and providing a means\nof recognizing their contributions to Zoomcar’s success. The Board believes that equity awards are necessary to remain competitive\nin its industry and are essential to recruiting and retaining the highly qualified employees who help us meet our goals.\n\n \n\n*Eligibility*\n\n* *\n\nPersons\neligible to participate in the Incentive Plan will be officers, employees, non-employee directors, and consultants of Zoomcar and its\nsubsidiaries as selected from time to time by the plan administrator in its discretion, including prospective officers, employees, non-employee\ndirectors and consultants. Any awards granted to such a prospect before the individual’s start date may not become vested or exercisable,\nand no shares may be issued to such individual, before the date the individual first commences performance of services with Zoomcar.\n\n \n\n*Administration*\n\n* *\n\nThe\nIncentive Plan will be administered by the compensation committee of the Zoomcar Board, the Zoomcar Board, or such other similar committee\npursuant to the terms of the Incentive Plan. The plan administrator, which initially will be the compensation committee of the Zoomcar\nBoard, will have full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted,\nto make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions\nof the Incentive Plan. The plan administrator may delegate to one or more officers of Zoomcar, the authority to grant awards to individuals\nwho are not subject to the reporting and other provisions of Section 16 of the Exchange Act.\n\n \n\n*Share\nReserve*\n\n* *\n\nThe number of shares of Common Stock that may be issued under the Incentive\nPlan is currently 1,002,544 shares. At our Special Meeting of Stockholders on February 18, 2025, our stockholders had approved a one-time\nincrease in the number of shares of Common Stock available for issuance under the Incentive Plan in an amount equal to 15% of the number\nof our shares of Common Stock issued and outstanding on March 31, 2025, which resulted in the addition of 369,311 shares available for\nawards under the Inventive Plan. Thereafter, on July 18, 2026, the Company filed a Form S-8 Registration Statement for the registration\nof an additional 5,008,017 shares of our Common Stock, consisting of (i) 369,311 shares of our Common Stock that our shareholders approved\nat a special meeting of stockholders held on February 18, 2025 and (ii) 4,638,706 shares of our Common Stock that our Board approved on\nJuly 7, 2025. As on December 31, 2025 the number of shares of Common Stock reserved under the Incentive Plan was further enhanced by a\nnumber of shares of Common Stock equal to 3% of the number of shares of Common Stock of the total number of Common Stock issued and outstanding\npursuant to the Annual Increase Requirements under the Incentive Plan. All of the shares initially available under the Incentive Plan\nmay be issued upon the exercise of incentive stock options.\n\n \n\nThe\nnumber of shares available for issuance under the Incentive Plan also includes an automatic annual increase, or the evergreen feature,\non the first day of each calendar year, and ceasing as described below, equal to the lesser of:\n\n \n\n \n●\na\nnumber of shares of Common Stock equal to 3% of the aggregate number of shares of Common Stock issued and outstanding as of December\n31 of the immediately preceding calendar year; or\n\n \n\n \n●\nsuch\nnumber of shares of Common Stock as the plan administrator may determine.\n\n \n\nShares\nissuable under the Incentive Plan may be authorized, but unissued, or reacquired shares of Common Stock.\n\n \n\n112\n\n \n\nShares\nunderlying any awards under the Incentive Plan that are forfeited, cancelled, held back upon exercise of an option or settlement of an\naward to cover the exercise price or tax withholding satisfied without the issuance of stock or otherwise terminated (other than by exercise)\nwill be added back to the shares available for issuance under the Incentive Plan and, to the extent permitted under Section 422 of the\nCode and the regulations promulgated thereunder, the shares that may be issued as incentive stock options.\n\n \n\n*Annual\nLimitation on Awards to Non-Employee Directors*\n\n* *\n\nThe\nIncentive Plan contains a limitation whereby the value of all awards under the Incentive Plan and all other cash compensation paid by\nZoomcar to any non-employee director may not exceed $750,000 for the first calendar year a non-employee director is initially appointed\nto the Zoomcar Board, and $500,000 in any other calendar year.\n\n \n\n*Types\nof Awards*\n\n* *\n\nThe\nIncentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and other-stock\nbased awards (collectively, “awards”). Unless otherwise set forth in an individual award agreement, each award shall vest\nover a four (4) year period, with one-quarter (1/4) of the award vesting on the first annual anniversary of the date of grant, with the\nremainder of the award vesting monthly thereafter.\n\n \n\nStock\nOptions. The Incentive Plan permits the granting of both options to purchase shares of Common Stock intended to qualify as incentive\nstock options under Section 422 of the Code and options that do not so qualify. Options granted under the Incentive Plan will be nonqualified\noptions if they fail to qualify as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options\nmay only be granted to employees of Zoomcar and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive\nawards under the Incentive Plan.\n\n \n\nThe\nexercise price of each option will be determined by the plan administrator. The exercise price for an incentive stock option may not\nbe less than 100% of the fair market value of the common stock of Zoomcar on the date of grant or, in the case of an incentive stock\noption granted to a 10% stockholder, 110% of such share’s fair market value. The term of each option will be fixed by the plan\nadministrator and may not exceed ten (10) years from the date of grant (or five years for an incentive stock option granted to a 10%\nstockholder). The plan administrator will determine at what time or times each option may be exercised, including the ability to accelerate\nthe vesting of such options.\n\n \n\nUpon\nexercise of any option, the exercise price must be paid in full either in cash, check or, with approval of the plan administrator, by\ndelivery (or attestation to the ownership) of shares of Common Stock that are beneficially owned by the optionee free of restrictions\nor were purchased in the open market. Subject to applicable law and approval of the plan administrator, the exercise price may also be\nmade by means of a broker-assisted cashless exercise. In addition, the plan administrator may permit nonqualified options to be exercised\nusing a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of\nshares with fair market value that does not exceed the aggregate exercise price.\n\n \n\nStock\nAppreciation Rights. The plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may\ndetermine. Stock appreciation rights entitle the recipient to shares of Common Stock, or cash, equal to the value of the appreciation\nin Zoomcar’s stock price over the exercise price, as set by the plan administrator. The term of each stock appreciation right will\nbe fixed by the plan administrator and may not exceed ten years from the date of grant. The plan administrator will determine at what\ntime or times each stock appreciation right may be exercised, including the ability to accelerate the vesting of such stock appreciation\nrights.\n\n \n\n113\n\n \n\nRestricted\nStock. A restricted stock award is an award of shares of Common Stock that vests in accordance with the terms and conditions established\nby the plan administrator. The plan administrator will determine the persons to whom grants of restricted stock awards are made, the\nnumber of restricted shares to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards\nof restricted stock may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions\nof restricted stock awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights\nand privileges of a stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and\nthe right to receive dividends, if applicable.\n\n \n\nRestricted\nStock Units. Restricted stock units are the right to receive shares of Common Stock at a future date in accordance with the terms of\nsuch grant upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but\nare not limited to, the attainment of performance goals, continuous service with Zoomcar or its subsidiaries, the passage of time or\nother restrictions or conditions. The plan administrator determines the persons to whom grants of restricted stock units are made, the\nnumber of restricted stock units to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture,\nthe vesting schedule, and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The\nvalue of the restricted stock units may be paid in shares of Common Stock, cash, other securities, other property, or a combination of\nthe foregoing, as determined by the plan administrator.\n\n \n\nThe\nholders of restricted stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under\nthe Incentive Plan may, at the plan administrator’s discretion, provide for a right to dividend equivalents. Such right entitles\nthe holder to be credited with an amount equal to all dividends paid on one share of Common Stock while each restricted stock unit is\noutstanding. Dividend equivalents may be converted into additional restricted stock units. Settlement of dividend equivalents may be\nmade in the form of cash, shares of Common Stock, other securities, other property, or a combination of the foregoing. Prior to distribution,\nany dividend equivalents shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.\n\n \n\nOther\nStock-Based Awards. Other stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under\nthe Incentive Plan and/or cash awards made outside of the Incentive Plan. The plan administrator shall have authority to determine the\npersons to whom and the time or times at which other stock-based awards will be made, the amount of such other stock-based awards, and\nall other conditions, including any dividend and/or voting rights.\n\n \n\n*Prohibition\non Repricing*\n\n* *\n\nExcept\nfor an adjustment pursuant to the terms of the Incentive Plan or a repricing approved by shareholders, in no case may the plan administrator\n(i) amend an outstanding stock option or stock appreciation right to reduce the exercise price of the award, (ii) cancel, exchange, or\nsurrender an outstanding stock option or stock appreciation right in exchange for cash or other awards for the purpose of repricing the\naward, or (iii) cancel, exchange, or surrender an outstanding stock option or stock appreciation right in exchange for an option or stock\nappreciation right with an exercise price that is less than the exercise price of the original award.\n\n \n\n*Tax\nWithholding*\n\n* *\n\nParticipants\nin the Incentive Plan are responsible for the payment of any federal, state, or local taxes that Zoomcar or its subsidiaries are required\nby law to withhold upon the exercise of options or stock appreciation rights or vesting of other awards. The plan administrator may cause\nany tax withholding obligation of Zoomcar or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding\nfrom shares of Common Stock to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy\nthe withholding amount due. The plan administrator may also require any tax withholding obligation of Zoomcar or its subsidiaries to\nbe satisfied, in whole or in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately\nsold and proceeds from such sale are remitted to Zoomcar or its subsidiaries in an amount that would satisfy the withholding amount due.\n\n \n\n114\n\n \n\n \n\n*Equitable\nAdjustments*\n\n* *\n\nIn\nthe event of a merger, consolidation, recapitalization, stock split, reverse stock split, reorganization, split-up, spin-off, combination,\nrepurchase or other change in corporate structure affecting shares of Common Stock, the maximum number and kind of shares reserved for\nissuance or with respect to which awards may be granted under the Incentive Plan will be adjusted to reflect such event, and the plan\nadministrator will make such adjustments as it deems appropriate and equitable in the number, kind, and exercise price of shares of Common\nStock covered by outstanding awards made under the Incentive Plan.\n\n \n\n*Change\nin Control*\n\n* *\n\nIn\nthe event of any proposed change in control (as defined in the Incentive Plan), the plan administrator will take any action as it deems\nappropriate, which action may include, without limitation, the following: (i) the continuation of any award, if Zoomcar is the surviving\ncorporation; (ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the\nsurviving corporation or its parent or subsidiary of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives\nand other vesting criteria deemed achieved at targeted levels, and a limited period during which to exercise the award prior to closing\nof the change in control, or (v) settlement of any award for the change in control price (less, to the extent applicable, the per share\nexercise price). Unless determined otherwise by the plan administrator, in the event that the successor corporation refuses to assume\nor substitute for the award, a participant shall fully vest in and have the right to exercise the award as to all of the shares of Common\nStock, including those as to which it would not otherwise be vested or exercisable, all applicable restrictions will lapse, and all performance\nobjectives and other vesting criteria will be deemed achieved at targeted levels.\n\n \n\n*Transferability\nof Awards*\n\n* *\n\nUnless\ndetermined otherwise by the plan administrator, an award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of\nin any manner, except to a participant’s estate or legal representative, and may be exercised, during the lifetime of the participant,\nonly by the participant. If the plan administrator makes an award transferable, such award will contain such additional terms and conditions\nas the plan administrator deems appropriate.\n\n \n\n*Term*\n\n* *\n\nThe\nIncentive Plan became effective upon adoption by the Board and, unless terminated earlier, the Incentive Plan will continue in effect\nfor a term of ten (10) years.\n\n \n\n*Amendment\nand Termination*\n\n* *\n\nThe\nZoomcar Board may amend or terminate the Incentive Plan at any time. Any such termination will not affect outstanding awards. No amendment,\nalteration, suspension, or termination of the Incentive Plan will materially impair the rights of any participant, unless mutually agreed\notherwise between the participant and Zoomcar. Approval of the stockholders shall be required for any amendment, where required by applicable\nlaw, as well as (i) to increase the number of shares available for issuance under the Incentive Plan and (ii) to change the persons or\nclass of persons eligible to receive awards under the Incentive Plan.\n\n \n\n*Form\nS-8*\n\n* *\n\nZoomcar filed with the SEC a registration statement on Form S-8 on February\n11, 2025 to register an aggregate of 392,189 shares of Common Stock issuable under the Incentive Plan. Thereafter, at our Special\nMeeting of Stockholders on February 18, 2025, our stockholders approved a one-time increase in the number of shares of Common Stock available\nfor issuance under the Incentive Plan in an amount equal to 15% of the number of our shares of Common Stock issued and outstanding on\nMarch 31, 2025, which resulted in the addition of 369,311 shares available for awards under the Incentive Plan. Pursuant to this Stockholder\nApproval, on July 18, 2026, the Company filed a Form S-8 Registration Statement for the registration of an additional 5,008,017 shares\nof our Common Stock, consisting of (i) 369,311 shares of our Common Stock that our shareholders approved at a special meeting of stockholders\nheld on February 18, 2025 and (ii) 4,638,706 shares of our Common Stock that our Board approved on July 7, 2025. Thus, the total number\nof shares of Common Stock that may be issued under the Incentive Plan is currently 1,002,544 shares.\n\n \n\n115\n\n \n\n \n\n**Outstanding\nEquity Awards at Fiscal Year-End Table**\n\n** **\n\nCertain\nemployees hold 16 options(post Second Reverse Split). Each equity award was granted subject to the terms of the 2012 Equity Plan which\nwas assumed by the company under the Incentive Plan.\n\n \n\n**Non-Employee\nDirector Compensation Table**\n\n** **\n\nThe\nfollowing table presents the total compensation earned and paid to non-employee members (“**Directors**”) of the Zoomcar\nBoard for the fiscal year beginning April 1, 2025, and ended March 31, 2026. In addition to the compensation outlined below, we reimburse\nDirectors for reasonable travel expenses and out-of-pocket costs incurred in attending meetings of the Zoomcar Board or events attended\non behalf of Zoomcar.\n\n \n\nName \nFees Earned\n($)  \nRSU\nAwards\n($)(3)(4)  \nTotal\n($) \n\nUri Levine, Chairman (1) \n 359,400  \n 3,274  \n 362,674 \n\nMohan Ananda \n 75,000  \n 39,678  \n 114,678 \n\nEvelyn D’An \n 104,835  \n 44,589  \n 149,424 \n\nSwatick Majumdar \n 93,000  \n 44,589  \n 137,589 \n\nJohn Clarke (2) \n 96,505  \n 44,589  \n 141,094 \n\n \n\n(1)\nMr.\nLevine was a director of Zoomcar, Inc., the Company’s predecessor, until his resignation in July 2023. He was appointed again,\nas Chairman and a director on March 31, 2025.\n\n \n\n(2)\nMr.\nClarke began serving on the Board effective June 20, 2024.\n\n \n\n(3)\nIf\nany vesting date occurs during a blackout period on the trading of the Shares, the RSUs that were scheduled to vest on such date\nshall not vest until the first business day following the end of such blackout period, subject to the Participant’s continued\nengagement as a Service Provider through such date.\n\n \n\n(4)\nThe\namounts represent the Black Scholes fair value of $2.92 per RSU.\n\n \n\n**Director\nCompensation Policy**\n\n** **\n\nThe\nBoard approved a non-employee director compensation policy that became effective as of the Closing of the Business Combination. Under\nthis policy, Zoomcar will pay non-employee directors a cash retainer for service on the Board and for service on each committee of which\nthe director is a member. The chair of each committee will receive higher retainers for such service. These fees are expected to be payable\nin arrears in four equal quarterly instalments on the last day of each calendar quarter, provided that the amount of such payment will\nbe prorated for any portion of such quarter that the director is not serving on the Board and no fee will be payable in respect of any\nperiod prior to the completion of the Business Combination.\n\n \n\nIn\naddition, under the new director compensation policy, following the effective date of a Registration Statement on Form S-8, each non-employee\ndirector will receive an initial equity award under the Incentive Plan in the form of RSUs with a value of $300,000 or, in the case of\nthe Chairman of the Board, $400,000. Further, following the effective date of a Registration Statement on Form S-8, it is expected that\non the date of the annual meeting of stockholders, each non-employee director then serving on the Board who has not received an initial\nequity award in the 12-month period preceding the date of the annual meeting, will receive an annual equity award under the Incentive\nPlan in the form of RSUs with a value of $100,000.\n\n \n\n116\n\n \n\n \n\nEach\ninitial equity award and annual equity award is expected to vest over a three-year period, with one-third to vest on the first anniversary\nof the grant date and then quarterly thereafter (provided that any initial equity award granted to a non-employee director of Zoomcar\nas of immediately following the Closing is expected to vest on the first anniversary of the Closing). In each case, vesting is subject\nto the non-employee director’s service as a director through the vesting date. Each initial equity award and annual equity award\nis also expected to accelerate in full upon a change in control of Zoomcar.\n\n \n\n  \nNon-\nEmployee\nDirector\nFees \n\nAnnual Board Cash Retainer \n$75,000 \n\nAdditional Retainer for Chairman of the Board \n$15,000 \n\nRetainers for Committee Members \n   \n\n●    **Audit** \n$10,000 \n\n●**    Compensation** \n$6,000 \n\n●**    Nominating and Corporate Governance** \n$4,000 \n\nAdditional Retainers for Committee Chairs \n   \n\n●**    Audit** \n$10,000 \n\n●**    Compensation** \n$6,000 \n\n●**    Nominating and Corporate Governance** \n$4,000 \n\nInitial Equity Award \n$300,000 \n\nAdditional Initial Equity Award for Chairman of the Board \n$100,000 \n\nAnnual Equity Award \n$100,000 \n\n \n\nZoomcar\nwill also reimburse non-employee directors for reasonable travel and other expenses incurred in connection with attending meetings of\nthe Board and any committee of the Board on which they serve."}