ZCAR — what changed in the latest 10-K

Text added vs the prior filing · source: 10-K · 2026-07-14

• As of March 31, 2026, approximately 18% of our overall employees are identified as women, although none of the members of our senior management team are identified as women. Going forward, we are committed to introducing additional diversity into our broader team, particularly at the most senior lev…

Text added vs the prior filing · source: 10-K · 2026-07-14

• ● Failure to comply with the continued qualification standards within, and any removal from OTCQB could materially and adversely affect the liquidity and market price of our common stock and our access to capital.

• ● Our current business model’s limited operating history and financial results make our future results, prospects, and the risks we may encounter difficult to predict.

• ● Our pending warrant exchange offer may not be completed and could fail to achieve its intended reduction in warrant overhang.

• ● The warrant exchange offer and recent bridge financings will result in substantial dilution and do not provide significant cash proceeds.

• ● We have relied on short-term and bridge financings with dilutive or restrictive terms and may be unable to raise additional capital.

Text removed vs the prior filing · source: 10-K · 2025-06-30

• Our current business model’s limited operating history and financial results make our future results, prospects and the risks we may encounter difficult to predict.

• ● Our operating and financial forecasts are subject to various known and unknown contingencies and factors outside of our control and may not prove accurate, and we may not achieve results consistent with management’s expectations;

• ● We are in the process of remediating identified material weaknesses in our internal controls and if we fail to remediate these weaknesses or otherwise fail to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act, we may not be able to accurately or timely r…

• We believe that the current cash and cash equivalents will allow us to continue operations through July 31, 2025 assuming do not make any payments on our currently outstanding indebtedness and future accruals, however there can be no assurance that this will be the case. Accordingly, we believe that…

• Our Common Stock is quoted on an OTC Markets Group trading platform, the OTCQX, instead of a national exchange or quotation system. Accordingly, our investors may experience significant volatility in the market price of our Common Stock and have difficulty selling their shares.

Text added vs the prior filing · source: 10-K · 2026-07-14

• In February 2023, a former employee of Zoomcar India instituted a suit before the City Civil and Sessions Judge at Mayo Hall, Bengaluru against Zoomcar India, Zoomcar and IOAC challenging his termination, claiming approximately $400,000 in damages and claiming that 100,000 options to purchase shares…

• Further on March 16, 2026, the Company and Mr. Moran entered into a settlement agreement (the “Settlement Agreement”) resolving the litigation. The Settlement Agreement provides for the Company’s payment of $150,000 in installments and mutual releases of all claims, with no admission of liability by…

• The Company received two default notices from ACM. The first notice was issued on May 22, 2024 which stated that the Company is in default of the terms of the Unsecured Convertible Note issued to ACM on December 28, 2023(“Note”), since the Company had entered into an equity line arrangement with Whi…

• On August 2025, the Company received a notice from the legal representatives of Reimer Family Partnership, L.P., Michael Schiavello, and Vasilios Takos (“Series E Investors”) who held warrants to purchase Series E Preferred Stock of Zoomcar, Inc. pursuant to the warrant agreement dated May 12, 2021.…

• On April 14, 2026, the Supreme Court of the State of New York, County of New York, issued an Order to Show Cause with Temporary Restraining Order (“TRO”) against the Company in the matter of Reimer Family Partnership, L.P. et al. v. Zoomcar Holdings, Inc. (Index No. 651695/2026). Pursuant to the ter…

Text removed vs the prior filing · source: 10-K · 2025-06-30

• On January 30, 2024, we received a statement of arbitration claim before Judicial Arbitration and Mediation Services, Inc., with Aegis Capital Corp. (“Aegis”), Adam Stern, and the Robert J. Eide Pension Plan being the claimants therein. The Claim alleges breaches of certain agreements between (a) th…

• Effective as of March 31, 2025, the Company entered into a settlement (the “Aegis Settlement”) with Aegis and certain affiliated parties (the “Aegis Settlement Parties”). Pursuant to the Aegis Settlement, the Aegis Settlement Parties agreed to settle and dismiss the arbitration claim in consideratio…

• In February 2023, a former employee of Zoomcar India instituted a suit before the City Civil and Sessions Judge at Mayo Hall, Bengaluru against Zoomcar India, Zoomcar and IOAC challenging his termination, claiming approximately $400,000 in damages and claiming that 100,000 options to purchase shares…

• The Company received two default notices from ACM. The first notice was issued on May 22, 2024 which stated that the Company is in default of the terms of the Unsecured Convertible Note issued to ACM on December 28, 2023(“Note”), since the Company had entered into an equity line arrangement with Whi…

Text added vs the prior filing · source: 10-K · 2026-07-14

• (2)Booking Days are for bookings completed and GBV also includes a small portion of cancellation fee charged to the Guests in the case of cancelled bookings.

• During the fiscal year ended March 31, 2022, we began offering a peer-to-peer car sharing platform, which enables Hosts to connect with Guests. We act as an agent under this model and thus, our primary source of revenue is recording revenue from services (on a net basis) for those trips fulfilled by…

• Finance costs consist primarily of interest on vehicle loans, finance leases, bridge loan, changes in fair value of Atalaya note, interest on unsecured and convertible notes and redeemable promissory note. In addition, it also includes Note issue expenses, bank charges, other borrowing costs.

• Other expense and (income), net consists primarily of interest income, change in fair value of Atalaya note, Loss on assets written off, Liquidated damages to Investors and Gain on derecognition of subsidiary and other expenses.

• Gain on troubled debt restructuring consists of gains on account of restructuring of loans from lenders and dues from vendors.

Text removed vs the prior filing · source: 10-K · 2025-06-30

• (2) Booking Days and GBV for bookings ended, excludes cancelled bookings.

• Our peer-to-peer car sharing platform, enables Hosts to connect with Guests. We act as an agent under this model and thus, our primary source of revenue is recording revenue from services (on a net basis) for trips fulfilled by Host vehicles.

• Finance costs consist primarily of interest on vehicle loans, finance leases and redeemable promissory note. Costs recognized on account of change in fair valuation of Senior Subordinated Convertible Promissory Notes, convertible promissory notes and derivative financial instruments are included. In…

• Other (income) and expense, net consists primarily of change in fair value of the preferred stock warrant and the unsecured convertible note, interest income, (gain)/loss on sale of assets & assets held for sale, Loss on assets written off, loss on foreign currency transactions and balances, and oth…

• Gain on troubled debt restructuring includes the gain consists of gains on account of restructuring of loans from lenders and gains on account of concluded negotiations with vendors for reduction in outstanding liabilities.