Zoomcar (OTCQB: ZCAR) outlines preferred stock raise and growth projections
Rhea-AI Filing Summary
Zoomcar Holdings, Inc. furnished an updated investor presentation that outlines terms for a new private placement of Series A preferred stock and warrants and provides a detailed update on its India-focused, peer-to-peer car-sharing marketplace.
The contemplated private placement targets a minimum of $1,000,000 and maximum of $5,000,000, with an over-allotment of up to an additional $5,000,000, at $1,000 per Series A Unit. Each unit includes preferred stock convertible into common stock at $0.05 per share and warrants exercisable at $0.0625 per share, with automatic conversion upon a NYSE American or Nasdaq listing. The presentation highlights nine consecutive quarters of positive contribution margin, contribution margin per booking improving from - $2.5 in December 2023 to $14.10 in the quarter ending December 31, 2025, and a reduction of debt from $30 million to approximately $13 million as of December 31, 2025. It also discusses significant risks, including a history of losses, liquidity needs, ability to continue as a going concern, reliance on hosts and guests, regulatory and technology risks, and dependence on planned capital-raising and a potential uplisting.
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Insights
Zoomcar outlines a structured private placement and improved unit economics, but with ongoing liquidity and going-concern risks.
Zoomcar Holdings, Inc. is marketing a private placement of Series A preferred stock and warrants, targeting at least $1,000,000 and up to $5,000,000, plus an over-allotment of up to an additional $5,000,000. Each $1,000 unit combines preferred shares convertible at $0.05 per common share with warrants exercisable at $0.0625, and features price protection that resets conversion terms to lower-priced future rounds, including an uplisting offering.
The investor deck emphasizes operating progress: nine consecutive quarters of positive contribution margin, contribution margin per booking improving from - $2.5 in December 2023 to $14.10 in the quarter ending December 31, 2025, and debt reduced from $30M to roughly $13M by December 31, 2025. At the same time, it explicitly flags substantial risks around continued losses, liquidity, the ability to continue as a going concern, servicing debt, regulatory and technology exposure, and dependence on raising additional capital and executing a planned uplisting to a national exchange.
The presentation includes internal projections such as targeting about 107K active cars by FY31 and an outlook of $128M revenue run-rate and $63M profit after tax by that time, alongside a path to net profits after taxes by FY27. These figures are clearly described as forward-looking, non-GAAP–inclusive, and subject to significant uncertainty, with investors directed to detailed risk factors in SEC filings and a Private Placement Memorandum.
8-K Event Classification
Key Figures
Key Terms
emerging growth company regulatory
contribution margin financial
EBITDA financial
non-GAAP financial measures financial
private placement financial
resale registration statement regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) | (IRS Employer Identification No.) |
Kodihalli, |
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(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| NA | NA | NA |
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).
Emerging growth company
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.
Item 7.01. Regulation FD Disclosure.
Zoomcar Holdings, Inc. (the “Company”) has prepared an updated investor presentation (the “Investor Presentation”) that the Company intends to use, in whole or in part, from time to time on or after the date of this Current Report on Form 8-K in meetings and other communications with investors, analysts and other interested parties. A copy of the Investor Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “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 made by the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
This Current Report on Form 8-K, including Exhibit 99.1, shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the Investor Presentation furnished as Exhibit 99.1, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements include all statements that are not statements of historical fact, and may be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “strategy,” “will,” “would,” and similar expressions, although not all forward-looking statements contain such identifying words. Forward-looking statements in this Current Report and in the Investor Presentation include, without limitation, statements regarding the Company’s business strategy and plans, growth initiatives, expected operating and financial performance, ability to continue as a going concern, debt restructuring and capital-raising activities, planned uplisting to a national securities exchange, and the markets in which the Company operates.
Forward-looking statements are based on the Company’s current expectations and assumptions and are subject to known and unknown risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: the Company’s ability to continue as a going concern; the Company’s ability to service its outstanding indebtedness and other cash obligations; the Company’s ability to raise additional capital on favorable terms, or at all; risks relating to the Company’s peer-to-peer car-sharing marketplace business model and its dependence on the participation and engagement of hosts and guests; geographic concentration of the Company’s operations in India and other emerging markets; regulatory, legal and insurance-related exposures; technology, cybersecurity and data privacy risks; macroeconomic and demand-related risks; risks associated with the Company’s status as a public reporting company whose securities are quoted on the OTC Markets and its planned uplisting to a national securities exchange; and the other risks and uncertainties described in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K, as updated by the Company’s subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, in each case filed with the U.S. Securities and Exchange Commission (the “SEC”).
Any forward-looking statement in this Current Report on Form 8-K and in the Investor Presentation speaks only as of the date hereof or thereof, as applicable. Except as required by law, the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances or otherwise.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Investor Presentation, dated May 19, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 26, 2026
ZOOMCAR HOLDINGS, INC.
| By: | /s/ Deepankar Tiwari | |
| Name: | Deepankar Tiwari | |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Zoomcar 2.0 www.zoomcar.com The 5T Playbook for Scalable Growth
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. Disclaimers 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. Risk Factors 3
Issuer / Ticker Zoomcar Holdings, Inc. / OTCQB: ZCAR Offering Size Minimum $1,000,000 and Maximum $5,000,000 and an over allotment up to additional $5,000,000 Offering Tenure Funds to be received on or before June 30, 2026 Securities Offered • 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) Purchase Price $1,000 per Series A Unit, consisting of one share of Preferred Stock and Warrant Conversion • 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 Price Protection • 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 Registration Rights • For the shares underlying the Preferred and Warrants • File a resale registration statement within 5 business days from June 30, 2026, effective within 45 days (or 75 if a full SEC review) Liquidated Damages Customary for registration failure; no damages due to SEC cut-backs Private Placement – Terms of Preferred Stock Issuance 4
Zoomcar is India's pioneering peer -to -peer car -sharing marketplace, connecting car owners with drivers for flexible mobility while monetizing idle vehicles. Asset -Light Car Access, Powered by a Marketplace EARN PASSIVE INCOME HOSTS (CAR OWNERS) GUESTS (DRIVERS) FULL INSURANCE & VETTED GUESTS ZOOMCAR MANAGES DEMAND ACCESS THOUSANDS OF CARS NO OWNERSHIP BURDEN FULLY DIGITAL BOOKING 5
India's Mobility Gap: Low Ownership, High Need India's Attractiveness as a Car -sharing Marketplace India is no longer an emerging story — it is a scale, growth, and resilience story. 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× GDP per capita in India vs 0.7× 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? Global Scale Consumption Engine Growth Momentum Structural Strength • 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
Zoomcar is India's largest peer -to -peer car -sharing marketplace. pan-India presence Driving innovation Consistently for 19 months without performance spends focus on experience Highest brand awareness in India for car rentals of total monthly trips better then paid traffic Market leadership Trust our platform Onboarded on marketplace Cities Employees Monthly Rental Sessions Organic Conversion Avg Guest Rating Brand Awareness Search & Brand Recall Repeat User Trips All time Guests All time cars 100+ 152 700K 2X 4.76/5 90% #1 55% 42K+ 10M+ Leading India's Self -Drive Car Sharing Revolution Clear Category Leadership 7
Listable supply Zoomcar targets 4.4M listable cars by 2031 Nine consecutive quarters of positive contribution margin Massive TAM (Addressable Market), Clear Path to Scale 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) Unit Economics Proven: Consistently Positive Contribution Per Booking 8 CM per booking reached $14.10 in the quarter ending 31 Dec 2025 from -$2.5 in Dec -23 Zoomcar targets ~2.5% penetration = 107K active cars by FY31 4 trips/user/year | 2 -day avg duration | $55/day = USD 28.6B Self-Drive Total Addressable Users
Key Performance Indicators – Non -GAAP Metrics 9 Ninth Consecutive Quarter of Positive Contribution Profit Adjusted EBITDA - An Upward Trend
P2P Self -Drive (Core) Proven marketplace targeting 107K active cars by FY31 across major cities ZoomPro SaaS Host tools projected on 27K cars at ~$15/car. Unlocks ~$5M ARR with >80% gross margins EV & Geographic Expansion AdTech & Experiences 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) 2-Wheeler Aggregation 229K partner two-wheelers via aggregators. 15%+ commission capturing price-sensitive demand Expanding the Marketplace: Cars, 2-Wheelers, EVs + Ancillaries 10
AI That Powers Pricing, Risk & Ops Data Lake & Signals AI & Risk Engine Operations & Automation Layer Products & Partner APIs 20-25% 10% 100M+ data points capturing user behavior, risk patterns, and market dynamics cancellations reduced via better availability tools & host retention conversion increase through personalized recommendations and listing optimization revenue lift via dynamic pricing loss reduction through fraud prevention 10-15% 30-40% 11
Product Stack Built for Scale Across Supply, Demand & Ops API -Ready Platform Integrates with Uber, Google, Online Travel Platforms, banks & insurers. Plug-and-play for demand partners Smart Payment Innovation Differential deposits, BNPL & EMIs reduce misuse by ~30% and remove friction for guests Deep Automation ~90% of customer touchpoints automated. Targeting 95%+ by FY27 for lower operating costs Self -Learning Loop ZoomPro Host Suite Enterprise Infrastructure 100M+ data points powering pricing, fraud detection, recommendations and operations Advanced analytics, pricing and fleet tools help multi-car hosts scale efficiently Scalable infrastructure with 99.8% uptime and SOC 2-grade security standards 12
ZoomPro SaaS: Powering Professional Hosts at Scale Unified Host Command Center Recurring, Capital-Light SaaS Revenue AI-Led Pricing & Availability Built-In Risk & Ops Automation 13
Uri Levine Chairman Deepankar Tiwari Chief Executive Officer Shachi Singh Sachin Gupta Vishal Ramrakhyani Anirudh Lamba Abhilash Kasliwal Chief Legal Officer & General Counsel Chief Financial Officer Head of Product & Engineering Head of Brand & Partnerships Head of Business & Operations 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. Global Leaders: Built, Rebuilt, Scaled Mobility 14
Predictive, scalable platform • AI pricing + IoT + API integrations • 100M+ data points • 30-40% loss reduction and margin expansion TECH TRACTION 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 The 5T Advantage One Cohesive Engine Leadership continuity & expertise • >5 years average CXO tenure • Debt reduced from $30M to ~$13M as of 31st 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 TEAM TAM TIME Perfect market timing • 65M addressable self-drive guests by 2031 • 4.4M listable cars and widening affordability gap (5-6× GDP/capita) • Positioned to lead consolidation of $10B+ urban mobility white space 15
Why Invest in Zoomcar Now Structural tailwind: Capital -light scale: De -risked model: Data & tech moat: Multi-engine growth: Governance & alignment: India's mobility gap + rapid digital adoption create decades of runway < $20M incremental capital for 9-10× volume ramp and $63M PAT by FY31 9 quarters of positive CM; booking-level CM from –$2.5 → $14+ 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 16
Statement of Operations 17
Balance Sheet Capitalization Table 1. Excludes convertible notes totaling approximately $223,078 convertible upon election of the note holder and convertible notes totaling approximately $943,879 convertible upon an event of default, after the payoff in full of certain notes from the proceeds of this Offering. 2. Includes the effects of the contemplated Additional Tender Offer (as defined in Schedule 3.1.9 of the Securities Purchase Agreement). As of May 18, 20261 Actual Pro-Forma Assuming 100% Participation in the Tender Offer2 Common Stock 7,508,446 505,540,532 Pre-Funded Warrants 5,306,013 0 Warrants (WAEP: $35.48) 4,279,315 0 Public Warrants (WAEP: $11,420) 5,750 5,750 Options (WAEP: $11,460.00) 16 16 RSUs 3,976,250 3,976,250 Fully Diluted Shares Outstanding 21,075,790 509,522,548 18
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Near -Term Stock Price Drivers (Next 2 Quarters) 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 9 Consecutive Quarters 1 2 3 4 5 6 Consistent SEC Disclosures 60 Hours Avg Trip Duration Margin Discipline Minimal Performance Marketing Demand Exceeds Ownership Stock price movement driven by margin durability, revenue efficiency, and execution consistency. 20