Check the appropriate
box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
On January 23, 2026, the Company commenced an
offer to exchange (the “Offer to Exchange”) eligible outstanding warrants for shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”), upon the terms and subject to the conditions set forth in the Company’s
offer to exchange, dated January 23, 2026 (as it may be amended or supplemented from time to time, the “Offer to Exchange”),
and the related letter(s) of transmittal and consent, notice(s) of withdrawal and other offer materials (together with the Offer to Exchange,
as amended or supplemented from time to time, the “Offer Materials”), each of which is filed as an exhibit to the Company’s
Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”).
The Offer to Exchange relates to eligible holders
of the Company’s outstanding: (i) common stock purchase warrants (the “Common Warrants”), (ii) Series A common stock
purchase warrants (the “Series A Warrants”), (iii) Series B common stock purchase warrants (the “Series B Warrants”),
(iv) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), (v) Bridge placement agent common
stock purchase warrants issued in connection with the Company’s bridge financing on June 18, 2024 (the “Bridge Placement Agent
Warrants”), (vi) placement agent common stock purchase warrants issued in connection with the Company’s private placement
dated November _5, 2024 (the “Placement Agent Warrants”), and (vii) Series A placement agent warrants issued in connection
with the Company’s private placement dated November 5, 2024 (the “Series A Placement Agent Warrants” and, together with
the Common Warrants, Series A Warrants, Series B Warrants, Pre-Funded Warrants, Bridge Placement Agent Warrants and Placement Agent Warrants,
the “Existing Warrants”).
Under the Offer to Exchange, subject to the terms
and conditions described in the Offer Materials, the Company is offering to exchange the Existing Warrants for shares of Common Stock
at the following exchange ratios (each, an “Exchange Ratio” and collectively, the “Exchange Ratios”): (i) for
each one (1) Common Warrant tendered and accepted for exchange, twenty thousand (20,000) shares of Common Stock; (ii) for each one (1)
Series A Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; (iii) for each one (1) Series B Warrant tendered
and accepted for exchange, ten (10) shares of Common Stock; (iv) for each one (1) Pre-Funded Warrant tendered and accepted for exchange,
ten (10) shares of Common Stock; (v) for each one (1) Bridge Placement Agent Warrant tendered and accepted for exchange, ten (10) shares
of Common Stock; (vi) for each one (1) Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock; and
(vii) for each one (1) Series A Placement Agent Warrant tendered and accepted for exchange, ten (10) shares of Common Stock.
In addition, concurrently with the Offer to Exchange,
the Company may solicit consents from holders of certain classes of Existing Warrants to amend the governing warrant instruments and related
agreements to facilitate the Offer to Exchange and/or the post-offer treatment of any Existing Warrants that remain outstanding (the “Warrant
Amendments”). The Series A Warrants and Series B Warrants may be amended as a class with the consent of holders of a majority in
interest of such warrants. The scope, terms and applicable approval thresholds for any Warrant Amendments will be described in the Offer
Materials.
The Company intends to issue the shares of Common
Stock offered in the Offer to Exchange in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act
of 1933, as amended (the “Securities Act”), and is not filing a registration statement on Form S-4 or otherwise registering
the issuance of such shares in connection with the Offer to Exchange.
The Offer to Exchange is conditioned upon, among
other things, the adoption by the Company’s stockholders of an amendment to the Company’s Amended and Restated Certificate
of Incorporation to increase the number of authorized shares of Common Stock (the “Authorized Share Increase”) and the filing
and effectiveness of such amendment with the Secretary of State of the State of Delaware. The Company expects to seek such stockholder
approval in connection with the Company’s annual meeting of stockholders and related proxy solicitation.
The Offer to Exchange is being made only pursuant
to the Offer Materials. Holders of Existing Warrants should read the Offer Materials carefully because they contain important information
about the Offer to Exchange.
Also on January 23, 2026, the Company launched
a Bridge Financing being conducted as a private placement to “accredited investors” pursuant to Rule 506(c) under the Securities
Act of 1933, as amended (the “Securities Act”).
Pursuant to the Bridge Financing, the Company
is offering up to $5,000,000 of units (the “Units”), with a minimum offering amount of $2,000,000 required to consummate the
offering on or before March 31, 2026 (the “Offering Termination Date”). In addition, the Company has provided ThinkEquity
LLC (the “Placement Agent”) with an overallotment option to sell up to an additional $5,000,000 of Units (the “Overallotment
Option”), exercisable by the Placement Agent in its sole discretion, in whole or in part, at one or more closings on the same terms.
If the minimum offering amount is not achieved by the Offering Termination Date, funds received from prospective purchasers will be returned
without interest. If the minimum offering amount is achieved, the Company may hold one or more closings up to the earlier of (i) the sale
of the maximum offering amount (including any Units sold pursuant to the Overallotment Option) or (ii) the Offering Termination Date.
Each Unit consists of (i) one share of Series
A Convertible Preferred Stock (the “Preferred Stock”) and (ii) one warrant to purchase one share of Common Stock (the “Warrant”).
The purchase price is $1,000 per Unit. The Preferred Stock has a senior liquidation preference to the Common Stock and is convertible
into Common Stock at an initial conversion price of $0.05 per share, subject to certain reset and other provisions described in the PPM
and the certificate of designation for the Preferred Stock. Each Warrant is exercisable for one share of Common Stock at an initial exercise
price of $0.0625 per share, subject to adjustment.
The Bridge Financing securities have not been
registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration
or an applicable exemption from registration.
The Company has engaged ThinkEquity LLC as exclusive
placement agent for the Bridge Financing on a reasonable best-efforts basis.
The Company’s investor presentation used
in connection with the Bridge Financing is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information in this Item 7.01 is intended
to be furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Exhibit
99.3
General - This presentation does not in and of itself constitute an offer or invitation for the sale or purchase of securities and has been prepared solely for informational purposes . The information contained in this presentation (this “Presentation”) has been prepared for the exclusive use of the selected persons to whom it is addressed (“Recipients”), solely for the purpose of their own independent evaluation with respect to a potential investment (the “Proposed Investment”) in Zoomcar Holdings, Inc . (together with its subsidiaries, “Zoomcar”), and for no other purpose . This Presentation is subject to updating, completion, revision, verification and further amendment . None of Zoomcar, or its respective affiliates has authorized anyone to provide interested parties with additional or different information . No securities regulatory authority has expressed an opinion about the securities discussed in this Presentation and it is an offense to claim otherwise . The information contained herein does not purport to be all - inclusive and must be read in conjunction with Zoomcar’s Private Placement Memorandum, including the risk factors detailed therein . Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice and Recipients should retain their own professional advisors to review and evaluate the economic, legal, tax, financial, accounting and other consequences of the Proposed Investment . Neither this Presentation nor its delivery to Recipient shall in and of itself constitute an offer to sell, invitation or other solicitation of an offer to buy any securities pursuant to the Proposed Investment or otherwise, nor shall there by any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction . Only the express provisions of any agreement, if and when it is executed, shall have any legal effect in connection with the Proposed Investment between the parties thereto . This Presentation is not intended to form the basis of any investment decision . All information herein speaks only as of ( 1 ) the date of this Presentation, in the case of information about Zoomcar, or ( 2 ) the date of such information, in the case of information from persons other than Zoomcar . Zoomcar is a smaller reporting company and an "emerging growth company" within the meaning of the JOBS Act . As a result, Zoomcar will be subject to reduced public company reporting requirements . Confidentiality - This information is being distributed to Recipients on a confidential basis . By receiving this information, Recipients agree to maintain the confidentiality of the information contained herein and agree that no portion of this Presentation may either be reproduced in whole or in part and that neither this Presentation nor any of its contents may be given or disclosed to any third party without the express written permission of Zoomcar . Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the prior written consent of Zoomcar is prohibited . By accepting this Presentation, each Recipient agrees : (i) to maintain the confidentiality of all information that is contained in this Presentation and not already in the public domain, (ii) to use this Presentation for the sole purpose of independent evaluation of the Proposed Investment and (iii) that we may enforce the foregoing confidentiality obligation against you or anyone to whom you give this Presentation (or related Private Placement Memorandum) by court action for an injunction and/or damages . In addition, you agree to return the Presentation (and related Private Placement Memorandum) and all accompanying or related documents to us upon request . Forward - Looking Information - This Presentation contains forward - looking statements . Any statements other than statements of historical fact contained in this Presentation are forward - looking statements . Such forward - looking statements include, but are not limited to, statements as to any, future results of operations and financial position, our ability to restructure our business, including with respect to cost optimization, quality improvement and debt restructuring, and the ability to grow our business, including by increasing access to vehicles and planned products and services, our future business strategy and plans, our ability to sell to our serviceable addressable market, our ability to enhance our competitive position and other expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding Zoomcar and the future held by the Zoomcar management team, and the products and markets and expected future performance and market opportunities of Zoomcar . These forward - looking statements may be identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward - looking . Forward - looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties . Many factors could cause actual future events to differ materially from the forward - looking statements in this Presentation, including but not limited to : (i) Zoomcar’s financial condition, including Zoomcar’s ability to continue as a going concern, (ii) Zoomcar’s ability to service its debt and other cash obligations, (iii) Zoomcar’s ability to navigate current and future litigation, (iv) Zoomcar’s ability to retain its listing, (v) the potential inability of Zoomcar to achieve its commercialization and development plans, (vi) the enforceability of Zoomcar’s intellectual property, including the potential infringement on the intellectual property rights of others, and (vii) the risk of downturns and a changing regulatory landscape in the highly competitive industry in which Zoomcar operates . The foregoing list of factors is not exhaustive . Recipients should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of the Private Placement Memorandum and the Form 10 - K and Form 10 - Qs filed by Zoomcar and incorporated by reference therein and other documents filed or to be filed by Zoomcar from time to time with the Securities and Exchange Commission . These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward - looking statements . Forward - looking statements speak only as of the date they are made . Recipients are cautioned not to put undue reliance on forward - looking statements, and Zoomcar assumes no obligation and do not intend to update or revise these forward - looking statements, whether as a result of new information, future events, or otherwise . Zoomcar does not give any assurance that it will achieve its expectations . Financial Information ; Use of Projections - The financial and operating forecasts and projections contained herein represent certain estimates of Zoomcar as of the date thereof and include projected financial numbers, including revenues, valuation and other metrics derived therefrom . Zoomcar’s independent public accountants and auditors have not examined, reviewed or compiled the forecasts or projections and, accordingly, does not express an opinion or other form of assurance with respect thereto . Furthermore, none of Zoomcar or its management team can give any assurance that the forecasts or projections contained herein accurately represents Zoomcar’s future operations or financial condition . Such information is subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including the risks and uncertainties described in the "Risk Factors" section of the Private Placement Memorandum and the Form 10 - K and Form 10 - Qs filed by Zoomcar and incorporated by reference therein . Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Zoomcar or that actual results will not differ materially from those presented in these materials . Some of the assumptions upon which the projections are based inevitably will not materialize and unanticipated events may occur that could affect results . Therefore, actual results achieved during the periods covered by the projections may vary materially from the projected results . Inclusion of the prospective financial information in these materials should not be regarded as a representation by any person that the results contained in the prospective financial information are indicative of future results or that any results will be achieved . Use of Non - GAAP Financial Matters - This Presentation includes certain financial measures not presented in accordance with generally accepted accounting principles (“GAAP”) with respect to Zoomcar’s expected future performance and other metrics derived therefrom . Specifically, this Presentation includes EBITDA . These non - GAAP financial measures may exclude items that are significant in understanding and assessing Zoomcar’s financial results . These non - GAAP measures are an addition, and not a substitute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net loss, operating loss or any other performance measures derived in accordance with GAAP as a measure of our liquidity, profitability or performance . Not all of the information necessary for a quantitative reconciliation of these non - GAAP financial measures to the most directly comparable GAAP financial measures is available without unreasonable efforts at this time . Zoomcar believes that these forward - looking non - GAAP measures of financial results provide useful supplemental information about Zoomcar . Zoomcar’s management uses these forward - looking non - GAAP measures to evaluate Zoomcar’s projected financial and operating performance . However, there are a number of limitations related to the use of these non - GAAP measures and their nearest GAAP equivalents . For example, other companies may calculate non - GAAP measures differently or may use other measures to calculate their financial performance, and therefore Zoomcar’s non - GAAP measures may not be directly comparable to similarly titled measures of other companies . The presentation of such non - GAAP measures, which may include adjustments to exclude unusual or non - recurring items, should not be construed as an inference that Zoomcar’s future results and cash flows will be unaffected by other unusual or nonrecurring items . Industry and Market Data - This Presentation has been prepared by Zoomcar and includes market data and other statistical information from third - party sources . Although Zoomcar believes these third - party sources are reliable as of their respective dates, none of Zoomcar, or any of its respective affiliates has independently verified the accuracy or completeness of this information . Some data are also based on Zoomcar’s good faith estimates, which are derived from both internal sources and the third - party sources described above . None of Zoomcar, its respective affiliates, nor their respective advisors, directors, officers, employees, members, partners, shareholders or agents make any representation or warranty with respect to the accuracy of such information . None of Zoomcar or its respective affiliates, advisors, directors, officers, employees, members, partners, shareholders or agents or the providers of any such third - party information or any other person are responsible for any errors or omissions therein (negligent or otherwise), regardless of the cause, or the results obtained from the use of such content . Each of Zoomcar and its respective affiliates, advisors, directors, officers, employees, members, partners, shareholders and agents expressly disclaims any responsibility or liability for any damages or losses in connection with the use of such information herein . Important Information - Neither the delivery of this Presentation nor the purchase of any of the securities, assets, businesses or undertakings of Zoomcar after the date hereof shall, under any circumstances, be construed to indicate or imply that there has been no change in the affairs of Zoomcar since the date hereof . This Presentation does not purport to be all - inclusive or to contain all the information that a Recipient may desire in deciding whether or not to proceed with the Proposed Investment and is not intended to form the basis of any investment decision . No representation or warranty, express or implied, is or will be given by Zoomcar or its respective affiliates, representatives, advisors, directors or employees and no responsibility or liability or duty of care is or will be accepted by Zoomcar or its respective affiliates, representatives, advisers, directors or employees as to the accuracy, completeness, reliability or reasonableness of the information or opinions contained in this Presentation or supplied herewith or any other written or oral information made available to any interested party or its advisers in connection with the Proposed Investment or otherwise in connection with this Presentation . To the fullest extent possible, by receiving this Presentation the Recipient acknowledges and agrees it is not relying on any information set forth in this Presentation and releases Zoomcar and each of its respective affiliates, representatives, advisers, directors and employees in all circumstances from any liability with respect to the Recipient’s participation, or proposed participation, in the Proposed Investment . In addition, no responsibility or liability or duty of care is or will be accepted by Zoomcar or its affiliates, representatives, advisers, directors or employees for updating or revising this Presentation or providing any additional information to any Recipient and any such liability is expressly disclaimed . Accordingly, none of Zoomcar or its affiliates, advisers, directors or employees shall be liable for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on any statement in or omission from this Presentation or in any other information or communications in connection with the Proposed Investment . In particular, no representation or warranty of Zoomcar or its respective affiliates is given as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any . Recipients should make their own investigation of the Proposed Investment, Zoomcar and any related entity and all information provided . Zoomcar reserves the right, without reasons or advance notice, to change or terminate the procedure relating to the Proposed Investment or any other transaction involving Zoomcar or to terminate negotiations at any time prior to the signing of any binding agreement in relation thereto . Trademarks and Intellectual Property - All trademarks, service marks, and trade names of Zoomcar or its affiliates as used herein are trademarks, service marks, or registered trade names of Zoomcar or its affiliates . Any other product, company names, or logos mentioned herein are the trademarks and/or intellectual property of their respective owners, and their use is solely for convenience and is not intended to, and does not imply, a relationship with Zoomcar, or an endorsement or sponsorship by or of Zoomcar or any other party . The trademarks, service marks and trade names referred to in this presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that Zoomcar will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names . 2
This list is not exhaustive. Actual results may differ materially due to risks and uncertainties described in Zoomcar’s SEC filings, including the most recent Form 10 - Q. History of Losses & Liquidity Risk Zoomcar has incurred operating losses and negative cash flows and may require additional capital to fund operations; financing may not be available on favorable terms, or at all. Marketplace Dependence The business relies on continued participation and engagement of both vehicle hosts and guests; any imbalance, reduced adoption, or attrition could adversely affect growth and revenue. Geographic Concentration & Market Exposure A significant portion of Zoomcar’s operations and growth prospects are concentrated in key markets, including India. Adverse economic conditions, regulatory changes, or shifts in consumer behavior in these markets could materially impact results. Regulatory, Legal & Insurance Exposure Operations are subject to evolving transportation, marketplace, insurance, and consumer protection regulations, as well as potential liability from vehicle damage, accidents, or disputes. Technology, Cybersecurity & Data Privacy Risks Platform reliability, system outages, data breaches, or failures of third - party service providers could disrupt operations and harm reputation. Macroeconomic & Demand Sensitivity Economic downturns, reduced discretionary spending, fuel price volatility, or global events may negatively impact travel demand and platform usage. Public Company & Listing Risks Compliance with public company reporting obligations and stock exchange listing requirements involves significant costs and may affect liquidity and valuation. 3
Zoomcar Holdings, Inc. / OTCQB: ZCAR Issuer / Ticker Minimum $2,000,000 and Maximum $5,000,000 and an over allotment up to additional $5,000,000. Offering Size Funds to be received on or before March 31, 2026 Offering Tenure • Preferred Stock convertible into shares of common stock of the Company and warrants to purchase shares of Common Stock • 100% warrant coverage (based on the initial number of common shares into which the Preferred Stock is convertible) Securities Offered $1,000 per preferred share Purchase Price • The preferred shares’ liquidation preference is convertible into shares of common stock at a $0.05 per share conversion price • The warrants will be exercisable at a price of $0.0625 per share of common stock • Automatic conversion upon the listing of the common stock onto the NYSE American or Nasdaq Conversion • The conversion price of the Preferred stock resets to any lower priced round up to and including the up - listing public offering • If the public offering includes warrants, the Preferred shares convert into the same units (shares and warrants) of the public offering. Price Protection • For the shares underlying the Preferred and Warrants • File a resale registration statement by April 20, 2026, effective within 45 days (or 75 if a full SEC review) Registration Rights Customary for registration failure; no damages due to SEC cut - backs Liquidated Damages 4
5
Very low car ownership: ~0.1 cars per household vs 1.83 in the US Key insight: In India, car - sharing is fundamental access, not just convenience Cars are expensive: ~5 - 6 ð GDP per capita in India vs 0.7 ð in the US 1B+ internet users; 65% working - age population by 2031 India is no longer an emerging story — it is a scale, growth, and resilience story. Federal Highway Administration data summary via MoneyGeek. https:// www.nextias.com/ca/current - affairs/31 - 05 - 2025/india - 1 - billion - internet - users - by - this - fiscal - year? https:// www.theprint.in/india/only - 8 - indian - families - own - cars - nfhs - finds - over - 50 - still - use - bicycles - bikes - scooters/971413/ https://m.economictimes.com/news/economy/indicators/working - age - indian - population - rising - expected - at - around - 64 - in - next - census - sbi - research/articleshow/113627705.cms? • 5th largest economy globally (Nominal GDP) • 3rd largest economy (PPP) • Middle class ~40% of population today, projected to exceed 50% by 2030 — driving a multi - trillion - dollar consumption boom • Fastest - growing major economy (6 – 7%) • Among the largest contributors to global GDP growth • Digital public infrastructure (UPI, Aadhaar, GST) • Young demographics + urbanisation • Services - led economy with rising manufacturing depth 6
Cities pan - India presence Employees Driving innovation Monthly Rental Sessions Consistently for 19 months without performance spends Avg Guest Rating focus on experience Search & Brand Recall Highest brand awareness in India for car rentals Repeat User Trips of total monthly trips Organic Conversion better then paid traffic Brand Awareness Market leadership All time Guests Trust our platform All time cars Onboarded on marketplace 100+ 152 700K 2X 4.76/5 90% #1 55% 42K+ 10M+ 7
Zoomcar targets 4.4M listable cars by 2031 Zoomcar internal estimates; triangulated with vehicle parc, trip frequency and rental penetration assumptions India car sharing market revenues & volume forecast through 2031 — 6Wresearch. ( https://www.6wresearch.com/industry - report/india - car - sharing - market ) India car rental market expected to exceed USD 7.29 B by 2031 — Bonafide Research ( https://www.bonafideresearch.com/product/6201598906/india - car - rental - market ) 8 $ $ $12.00 $ 1 $ 0 . 0 0 $ 8 $ . 0 0 $ 6 $ . 0 0 $ 4 $ . 0 0 - $2.5 (Dec'23) to > $12 by FY25 - 26 $2.00 $0.00 $ ($2.00) ~2.5% penetration = 107K active cars by FY31 USD 28.6B Self - Drive Total Addressable Users
(0.12) 0.21 0.10 0.46 1.21 1.28 1.30 1.14 1.20 Sep'23 Dec'23 Mar'24 Jun'24 Sep'24 Dec'24 Mar'25 Jun'25 Sep'25 Contribution Margin (USD Millions) (3.87) (10.17) (4.07) (3.26) (1.47) (3.15) (2.04) (1.73) (1.26) Sep'23 Dec'23 Mar'24 Adjusted EBITDA (USD Millions) Jun'24 Sep'24 Dec'24 Mar'25 Jun'25 Sep'25 9
Proven marketplace targeting 107K active cars by FY31 across major cities Host tools projected on 27K cars at ~$15/car. Unlocks ~$5M ARR with >80% gross margins EV adoption beyond metros enables Zoomcar’s Tier - 2/3 expansion and unlocks new user growth Ancillary marketplace >$1M high - margin revenue. Upselling travel, insurance, auto - finance Source: EV adoption surges in Tier - 2 and Tier - 3 cities — Economic Times Energy, FY2025 (Reports EV penetration of ~10.7% in Tier - 2 and ~8.7% in Tier - 3 cities) 229K partner two - wheelers via aggregators. 15%+ commission capturing price - sensitive demand 10
20 - 25% cancellations reduced via better availability tools & host retention 11 10% 100M+ data points capturing user behavior, risk patterns, and market dynamics conversion increase through personalized recommendations and listing optimization 10 - 15% revenue lift via dynamic pricing 30 - 40% loss reduction through fraud prevention
Integrates with Uber, Google, Online Travel Platforms, banks & insurers. Plug - and - play for demand partners Differential deposits, BNPL & EMIs reduce misuse by ~30% and remove friction for guests ~90% of customer touchpoints automated. Targeting 95%+ by FY27 for lower operating costs 100M+ data points powering pricing, fraud detection, recommendations and operations 12 Advanced analytics, pricing and fleet tools help multi - car hosts scale efficiently Scalable infrastructure with 99.8% uptime and SOC 2 - grade security standards
Unified Host Command Center Recurring, Capital - Light SaaS Revenue AI - Led Pricing & Availability Built - In Risk & Ops Automation 13
Serial entrepreneur, Waze co - founder; early Moovit investor & board member ($1B+ exits). 25+ yrs in auto mobility; ex - Tata & Uber; Zoomcar CEO since 2025, turnaround & fleet expert. Ex - PE & M&A lawyer; 6+ yrs at Zoomcar leading legal, governance & compliance for growth. 14 yrs in finance leadership (Amazon, AGS); Joined Zoomcar in 2019 and CFO since 2024, led restructuring & listing. 13+ yrs in marketplaces (Runnr → Zomato); 8+ yrs at Zoomcar leading marketplace tech & AI pricing. 18+ yrs in auto & mobility; leads brand, PR, growth marketing & ecosystem alliances at Zoomcar. Former J.P. Morgan investment banker. Drives host network growth and operational efficiency initiatives. 14
Predictive, scalable platform • AI pricing + IoT + API integrations • 100M+ data points • 30 - 40% loss reduction and margin expansion Organic demand & discipline • 700K → 6.5M monthly searches on roadmap • CAC < $2 with high organic mix • ~85% GBV from repeat/referral at scale • Path to Net profits after taxes by FY27 Leadership continuity & expertise • >5 years average CXO tenure • Debt reduced from $30M to ~$13M as of 31 st Dec 2025 • Multiple consecutive quarters of CM+ • Crisis - tested execution engine Multi - vertical addressability • 107K cars + 229K 2 - wheelers • ZoomPro, AdTech & EV revenue streams • FY31 outlook: $128M revenue run - rate with diversified sources Perfect market timing • 65M addressable self - drive guests by 2031 • 4.4M listable cars and widening affordability gap (5 - 6 í GDP/capita) • Positioned to lead consolidation of $10B+ urban mobility white space 15
India's mobility gap + rapid digital adoption create decades of runway 16 < $20M incremental capital for 9 - 10 í volume ramp and $63M PAT by FY31 8 quarters of positive CM; booking - level CM from – $2.5 → $12+ AI, IoT and automation delivering 10 - 15% revenue lift and 30 - 40% loss reduction Self - drive, 2 - W aggregation, ZoomPro SaaS, AdTech, EV on one platform U.S. - listed structure, robust compliance, leadership equity alignment
ZOOMCAR HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three months ended September, Six months ended September, (In USD, except number of shares) 2024 2025 2024 2025 Revenue : 4,445,940 $ 2,281,111 $ 2,239,538 $ 4,581,435 $ Revenues from services 41,942 5,999 7,359 18,428 Other revenues 4,487,882 $ 2,287,110 $ 2,246,897 $ 4,599,863 $ Total revenue Cost and Expenses 2,725,711 1,197,289 1,213,422 2,510,976 Cost of revenue 1,636,701 730,090 734,920 1,439,421 Technology and development 1,017,341 188,560 214,770 365,523 Sales and marketing 4,054,948 2,151,287 1,656,036 4,025,482 General and administrative 9,434,701 $ 4,267,226 $ 3,819,148 $ 8,341,402 $ Total costs and expenses (4,946,819) (1,980,116) (1,572,251) (3,741,539) Loss from operations before income tax 2,320,963 471,680 2,160,178 903,813 Finance costs (352,447) - (352,447) (72,912) Gain on troubled debt restructuring (1,031,781) (1,657,647) (28,007) 427,022 Other expense/(income), net (5,883,554) $ (794,149) $ (3,351,975) $ (4,999,462) $ Loss before income taxes - - - - Provision for income taxes (5,883,554) $ (794,149) $ (3,351,975) $ (4,999,462) $ Net loss attributable to common stockholders (0.79) (3.35) Net loss per share * (163.15) $ (0.07) $ (88.56) $ (0.49) $ Basic (163.15) $ (0.07) $ (88.56) $ (0.49) $ Diluted Weighted average shares used in computing loss per share: * 36,062 11,759,019 37,849 10,128,247 Basic 36,062 11,759,019 37,849 10,128,247 Diluted 17
ZOOMCAR HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (in USD, except number of shares) As at September 30, 2025 Assets Current assets : 169,357 $ Cash and cash equivalents (Refer Note 27 - VIE) 94,357 Accounts receivable, net of allowance for credit losses 233,110 Assets held for sale 418,376 Prepaid expenses - Balances with government authorities 227,106 Other current assets (Refer Note 27 - VIE) 1,142,306 $ Total current assets 222,403 Property and equipment, net of accumulated depreciation $5,944,663 and $6,870,891 respectively 888,705 Operating lease right - of - use assets 3,678 Intangible assets, net 21,471 of accumulated amortisation of $12,112 and $10,941 respectively Long term investments (Refer Note 27 - VIE) 225,291 Prepaid expenses 614,580 Other non - current assets, net of allowance for credit losses $ 3,118,434 Total assets Liabilities and stockholders' deficit $ 13,957,818 Current liabilities : Accounts payable (Refer Note 27 - VIE) 1. Excludes convertible notes totaling approximately $2,785,171 convertible upon election of the note holder and convertible notes totaling approximately $1,095,756 convertible upon an event of default Excludes 11.5 million publicly listed warrants listed under the symbol ZCARW 2. - 2,387,943 Accounts payable towards related parties Current maturities of long - term debt 310,838 Current portion of operating lease liabilities 2,468,617 Finance lease liabilities 795,871 Contract liabilities 153,361 Current portion of pension and other employee obligations (Refer Note 27 - VIE) 509,850 Unsecured notes 370,557 Convertible Redeemable note 6,272,911 Unsecured convertible note 2,497,449 Other current liabilities (Refer Note 27 - VIE) $ 29,725,215 Total current liabilities 670,459 Operating lease liabilities, less current portion 438,370 Pension and other employee obligations, less current portion $ 30,834,044 Total liabilities Commitments and contingencies (Note 29) Stockholders’ deficit: 690 Common stock, $0.0001 par value per share, 250,000,000 shares authorized as of September 30, 2025 and March 31, 2025; 6,902,727 shares and 2,462,418 shares issued and outstanding as of September 30, 2025 and March 31, 2025 respectively 309,163,442 Additional paid - in capital (338,173,267) Accumulated deficit 1,293,525 Accumulated other comprehensive income $ (27,715,610) Total stockholders’ deficit $ 3,118,434 Total liabilities and stockholders' deficit Pro - Forma Assuming 100% Participation in the Tender Offer Actual As of February 12, 2026 1 497,563,436 7,151,343 Common Stock 0 5,306,013 Pre - Funded Warrants 0 4,278,934 Warrants (WAEP: $34.94) 2 16 16 Options (WAEP: $11,460.00) 5,050,873 5,050,873 RSUs 502,614,325 21,787,179 Fully Diluted Shares Outstanding 18
Positive Contribution Profit Structurally improved unit economics and disciplined marketplace execution Improving Financial Predictability Clearer unit economics and reporting cadence reducing investor uncertainty Higher Revenue per Booking Yield - driven growth from longer trips and higher transaction values Clear Path to Profitability Visibility toward operating break - even and sustainable cash generation Operating Leverage at Scale Revenue growth without proportional CAC increase; asset - light model leverage Mobility gap driving category growth 8 Consecutive Quarters 1 2 3 4 5 6 Consistent SEC Disclosures 60 Hours Avg Trip Duration Margin Discipline Minimal Performance Marketing Minimal Performance Marketing Stock price movement driven by margin durability, revenue efficiency, and execution consistency. 20
