Financial Analysis

30 Commitments and contingencies Contingencies (A) Claims filed by customers and third-parties not acknowledged as liability amounted to $368,616 and $220,868 as at March 31, 2026 and March 31, 2025, respectively. The claims made by the customers against the Company includes claims that have been made for amounts charged to customers by the Company as damages for improper use of vehicles and/or physical damages made to vehicles during an active trip ; or claims made by customers for unavailability of the booked vehicle or for any mechanical default in the booked vehicle ; or claims against any similar issue faced by either the host or the customer. Under the erstwhile business model of the Company , the Company had procured third-party insurance policies for fleet under its management which indemnifies against personal death and/or injuries suffered either by the customer or third-parties during the use of its vehicles. Based on the insurance coverage, the Company is confident that liability, if any, arising from the claims under the previous business model will be covered by the insurance. Further, under the current business model of the Company, wherein the Company acts only as a facilitator, any issues arising from breach of any terms including improper use of vehicles and/or physical damages made to the vehicles or any mechanical issues in the vehicle will be the responsibility of either the host or the customer. While uncertainties are inherent in the final outcome of th …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

25 Employee benefit plans (unfunded) Employee benefit plans includes gratuity and compensated absences payable to employees. These benefit plans consist of a defined benefit plan for gratuity payable by the Indian subsidiary of the Company under Indian regulations. These are determined under the projected unit credit method, with actuarial valuations being carried out at each reporting date. The retirement benefit obligations recognized in the Consolidated Balance Sheets represents the present value of the defined obligations. Under an employee benefit plan, it is the Companys obligation to provide agreed benefits to the employees. The related actuarial and investment risks fall on the Company. The summary of current and non-current employee benefit plans obligations along with its components are as below: Pension and other employee obligations As at March 31, 2026 March 31, 2025 Current Gratuity $ 104,910 $ 82,547 Compensated absences 72,629 70,325 $ 177,539 $ 152,872 Non-current Gratuity $ 242,179 $ 221,961 Compensated absences 126,243 170,062 Other statutory dues 2,007 2,007 $ 370,429 $ 394,030 Year ended March 31, I. Gratuity 2026 2025 Changes in projected benefit obligation (PBO) PBO at the beginning of the year $ 304,508 $ 352,492 Service cost 73,992 68,406 Interest cost 17,081 18,298 Actuarial loss 51,788 57,663 Benefits paid (66,710 ) (184,057 ) Effect of exchange rate changes (33,570 ) (8,294 ) PBO at the end of the year $ 347,089 $ 304,508 Accrued pension liability …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

15 Debt The components of long term and short term debt were as follows: (In USD) As at Effective interest rates Maturities* March 31, 2026 March 31, 2025 Current From NBFCs - Mahindra & Mahindra Financial Services Limited** - March 31, 2027 $ 344,977 $ 439,415 - TATA Motors Finance Limited 12.27 % May 31, 2027 1,172,688 1,749,415 - Orix Leasing and Financial Services India Limited 12.00 % December 15, 2025 - 58,978 - Kotak Mahindra Financial Services Limited** 1.00 % March 31, 2027 370,416 376,861 - Clix Finance India Private Limited** 0.05 % March 2, 2027 71,085 64,621 From Others - AON Risk Insurance Services West, Inc 8.25 % April 28, 2025 - 162,051 - Honor PCF Trust I 9.05 % October 28, 2026 552,278 - $ 2,511,444 $ 2,851,341 Total maturity for the year ending on March 31 2027 $ 2,511,444 $ 2,511,444 * Maturities have been stated as per the estimated repayment timelines. For Tata Motors Finance Limited, due to non-payment of scheduled EMIs, the loan is immediately payable and is classified as current. The debts are not associated with any restrictive covenants. ** These debts are past overdue based on the contractual maturities. The Company has recorded an interest expense amounting to $207,611 for the year ended March 31, 2026 ($311,826 for the year ended March 31, 2025). As of March 31, 2026, the Company has defaulted on debt obligations owed to various lenders totaling to $874,580 (March 31, 2025 - $820,679). Further, the Company has recorded penal interest expense …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

26 Stock-based compensation expense The Company adopted the 2023 Equity and Incentive Plan, which provides for grants of share-based awards, including Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units (RSUs), and other forms of share-based awards. The Company settles employee stock-based options with newly issued common stock of the Company. As at March 31, 2026, the Company has reserved 5,242,167 shares of common stock for the issuance of awards under the 2023 Plan. In addition, the number of shares of common stock reserved and available for issuance under the 2023 Plan will automatically increase on January 1 of each year for a period of ten years, beginning on January 1, 2024 and on each January 1 thereafter until January 1, 2033, by a number equal to (i) 3% of the issued and outstanding number of shares of common stock of the Company on the preceding December 31, or (ii) a lesser number of shares as approved by the Companys board of directors. Additionally, during the year ended March 31, 2025, the stockholders approved a one-time increase in the number of Common Stock shares reserved for issuance under the 2023 Plan. The increase is equal to 15% of the total number of Common Stock shares issued and outstanding on that date. On February 12, 2025, the Company granted 17,950 RSUs to its directors and employees wherein all the RSUs granted will fully vest on the vesting commencement date i.e. March 31, 2025 pursuant to the amendment agreement …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

29 Financial Instruments - Fair Value Measurements ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820) defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability as against assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk, including the Companys own credit risk. The carrying value of financial instruments not carried at fair value by categories are as below: March 31, 2026 March 31, 2025 As at Carrying value Carrying value Financial assets Cash and cash equivalents $ 328,586 $ 1,077,275 Accounts receivable 100,167 200,650 Receivable from government authorities - 187,458 Long term investments 21,066 25,653 Other financial assets 240,193 365,433 Total assets $ 690,012 $ 1,856,469 Financial liabilities Accounts payable $ 22,637,202 $ 12,548,582 Debt 2,511,444 2,851,341 Operating lease 827,414 1,118,737 Finance lease 2,058,281 3,966,962 Unsecured notes 811,178 - Convertible notes 451,348 - Other financial liabilities 1,289,771 1,611,602 Total liabilities $ 30,586,638 $ 22,097,224 The following tables present information about the Companys financial assets …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

23 Income taxes The components of (loss)/gain before income taxes consist of the following: (In USD) Year ended March 31, (In USD) 2026 2025 Domestic $ (15,622,131 ) $ (17,567,764 ) Foreign 1,001,018 (8,054,539 ) Loss before income taxes $ (14,621,113 ) $ (25,622,303 ) The following is a reconciliation of the statutory federal income tax rate to our effective tax rate: March 31, 2026 Amount Percentage Accounting profit/(loss) before tax (14,621,113 ) Tax using the Companys domestic tax rate (3,070,434 ) 21 % Tax impact of : U.S. state and local taxes 2,692,078 -18.5 % Federal benefit for state taxes (2,692,078 ) 18.5 % Foreign tax effects India (114,307 ) 0.8 % Singapore (15,834 ) 0.1 % Other foreign jurisdiction (3,751 ) 0.0 % Valuation allowance 3,204,325 -21.9 % Effective tax rate - 0.0 % Current Tax expense - 0 % Deferred Tax expense - 0 % Income tax expense reported in the Statements of operations/Effective Tax Rate - 0 % The following table presents a reconciliation of the provision for income taxes to the amount computed by applying the 21% U.S. federal statutory income tax rate to the income before taxes prior to the adoption of ASU 2023-09 for the periods presented (in percentages): March 31, 2025 Accounting profit/(loss) before tax (25,622,303 ) Tax using the Companys domestic tax rate (5,380,684 ) Tax impact of : 21 % U.S. state and local taxes 0.3 % Federal benefit for state taxes -0.3 % Valuation allowance -22.2 % Difference in tax rates 1.20 % Effective tax rate …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

10 Leases The Companys leases primarily include vehicles and corporate offices which have been classified as finance leases and operating leases, respectively. The lease term of operating and finance leases varies between 3 to 7 years. The lease agreements do not contain any covenants to impose any restrictions except for market-standard practice for similar lease arrangements. In assessment of the lease term, the Company considers the extension option as part of its lease term for those lease arrangements where the Company is reasonably certain of availing the extension option. The components of lease expense were as follows: (In USD) March 31, March 31, Period ended 2026 2025 Interest on finance lease liabilities $ 281,808 $ 550,903 Operating lease cost 327,517 363,435 Short term lease cost 104,764 486,289 Total lease cost $ 714,089 $ 1,400,627 Supplemental cash flow information related to leases was as follows: (In USD) March 31, March 31, Period ended 2026 2025 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ (326,005 ) $ (338,626 ) Financing cash outflows for finance leases $ (291,326 ) $ (2,103,219 ) Supplemental balance sheet information related to leases was as follows: (In USD) March 31, March 31, As at 2026 2025 Operating Leases Operating lease right-of-use assets $ 739,652 $ 1,021,898 Current operating lease liabilities $ 225,655 $ 316,756 Non-current operating lease liabilities 601,759 801,981 T …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

xxxii. Recent Accounting Pronouncements Accounting Pronouncement Adopted In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The guidance in ASU 2023-09 is effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-09 for the year ended March 31, 2026, and applied the new disclosure requirements prospectively to the current annual period. Prior period disclosures have not been adjusted to reflect the new disclosure requirements. The adoption of ASU 2023-09 did not have a material impact on the Companys Consolidated Financial Statements. Refer Note 23 in the notes to the Consolidated Financial Statements for further detail. In March 2024, the FASB issued ASU 2024-02 Codification Improvements Amendments to Remove References to the Concept Statements to provide amendments to the Codification that remove references to various FASB Concepts Statements. ASU 2024-02 is effective for our annual periods beginning December 15, 2024, with early adoption permitted. This update does not have any impact on the Companys Consolidated Financial Statements. In March 2025, the FAS …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

27 Related Party Transactions Key managerial personnel (KMP) Gregory Bradford Moran Chief Executive Officer & Director (until June 20, 2024) Hiroshi Nishijima Chief Executive Officer (until May 02, 2025) Uri Levine* Director (w.e.f. March 31, 2025) Evelyn DAn Director Graham Gullan Director (until June 18, 2024) Swatick Majumdar Director Mohan Ananda Director Madan Menon Director (until April 16, 2025) John Robert Clarke Director (w.e.f. June 20, 2024) Mark Bailey** Director (until December 06, 2024) Deepankar Tiwari Chief Executive Officer (w.e.f May 09, 2025) Related party transactions pertaining to debt, investments, and other current liabilities have been stated on the face of the Consolidated Balance Sheets and Consolidated Statements of Operations. The Company had following transactions with related parties: Year ended March 31, 2026 2025 Amount received for November 2024 Offering Mark Bailey** $ - $ 2,499,959 Amount received for December 2024 Offering Hiroshi Nishijima $ - $ 50,001 Uri Levine* $ - $ 300,000 Consultancy Charges Uri Levine $ - $ 145,830 Deepankar Tiwari $ 716,408 $ - $ 716,408 $ 2,995,790 The Company has the following outstanding balances with related parties: As at March 31, 2026 March 31, 2025 Payable to Director Mohan Ananda $ 152,435 $ 152,435 Accounts Payable Uri Levine $ - $ 62,176 Deepankar Tiwari $ 19,265 $ - $ 171,700 $ 214,611 Remuneration and other compensation arrangements with key managerial personnel and directors, comprising transactio …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

3B Troubled Debt Restructuring On April 22, 2025, the Company entered into a settlement agreement with Siddharth Assets, wherein the lessor has waived a portion of the outstanding liability and penalty accrued thereon. The Company agreed to make settlement in four monthly instalments, starting from April 2025. This outstanding liability is recorded under Other liabilities in Other non-current liabilities in the Consolidated Balances Sheets for the year. In the event of default, for every defaulted installment until realization of the entire settlement amount, a stipulated amount as per the agreement shall be paid additionally each month until the default is cured. The Company has accounted for this transaction as troubled debt restructuring under ASC 470-60. As at March 31, 2026, the Company has fully paid the balance payable against rental dues to Siddharth Assets. The total gain on troubled debt restructuring recorded for the year ended March 31, 2026 is $72,912 ($1,171,161 for the year ended March 31, 2025 respectively). Basic EPS was increased by $0.006 as a result of these gains during the year ended March 31, 2026. …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

20 Revenue The components of revenue, net were as follows: Year ended March 31, (In USD) 2026 2025 Revenue from services Facilitation revenue (net) $ 9,072,184 $ 9,024,576 Other operating revenues 83,841 $ 81,315 Total $ 9,156,025 $ 9,105,891 Year ended March 31, 2026 2025 Revenue by geographical location India $ 9,156,025 $ 9,088,885 Egypt - 13,094 Indonesia - 3,912 $ 9,156,025 $ 9,105,891 Contract balances The Companys contract liabilities for consideration collected prior to satisfying the performance obligations against scheduled trips is $406,684 and $450,355 as at March 31, 2026 and March 31, 2025 respectively. During the year ended March 31, 2026, the Company has offered vouchers that results in the deferral of revenue equivalent to amount received on the date of purchase of such vouchers. The accumulated deferred revenue in relation to vouchers issued amounts to $30,292 and $ NIL as at March 31, 2026 and March 31, 2025, respectively. Further, the Company offers loyalty program, Z-Points, that results in the deferral of revenue equivalent to the retail value on the date points are earned. The Company had accumulated deferred revenue amounting to $78,878 and $21,365 as at March 31, 2026 and March 31, 2025, respectively in relation to loyalty program. The total balance under contract liability as at March 31, 2026 and March 31, 2025 is $515,854 and $471,720, respectively. Revenue recognized during the year ended March 31, 2026 which was included in contract liabilities b …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

2. Summary of Significant Accounting Policies i. Basis of presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (ASC) and an Accounting Standards Update (ASU) of the Financial Accounting Standards Board (FASB). The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and variable interest entities in which the Company is the primary beneficiary, including an entity in India and in other geographical locations. All intercompany accounts and transactions have been eliminated in the Consolidated Financial Statements herein. ii. Principles of consolidation The Consolidated Financial Statements include the accounts of Zoomcar Holdings, Inc. and ofits wholly owned subsidiaries and Variable Interest Entities (VIE) in which the Company is the primary beneficiary, including an entity in India and in other geographical locations (collectively, the Company). The Company determines, at the inception of each arrangement, whether an entity in which it has made an investment or in which it has other variable interest is considered a VIE in accordance with ASC 810. Periodically, …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

19 Capital Stock and Warrants During the year ended March 31, 2025, the Company executed four equity offerings. These offerings involved the sale of Common Stock, Pre-Funded Warrants, Series A Warrants and a maximum number of Series B Warrants as defined in the respective agreements. Holders of common stock are entitled to one vote per share, dividends at the discretion of the Board of Directors, and a pro-rata share of residual assets upon liquidation. This comprehensive activity reflects the Companys capital restructuring and financing strategy during the reporting period. Series A warrants were issued with initial exercise prices of $80.60, $39.00, and $6.24, each exercisable for five years from the initial exercise date. Series B warrants were issued with zero initial eligibility, subject to increase on the Reset Date based on the Reset Share Amount formula. Placement agents received 10% of the Series A and Series B warrants issued to investors, along with Common Stock Warrants, as compensation. The Company classified all Series A and Series B warrants as derivative financial instruments under ASC 815-10-15-83 upon initial recognition. During the year ended March 31, 2025, due to anti-dilution and reset provisions, the exercise prices of Series A and Series B warrants were adjusted to the floor price during the year, and the number of warrants was increased to maintain the aggregate exercise price. As a result, the number of exercisable warrants became fixed, eliminating …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

31 Subsequent events (A) On January 23, 2026, Zoomcar Holdings, Inc. (the Company) filed a Current Report on Form 8-K announcing a voluntary offer to exchange multiple classes of its outstanding warrants for shares of the Companys common stock. Under the offer, holders of each Common Warrant are entitled to receive 20,000 shares of common stock for each warrant tendered and accepted, and holders of each Series A Warrant, Series B Warrant, Pre-Funded Warrant, Bridge Placement Agent Warrant, Placement Agent Warrant and Series A Placement Agent Warrant are entitled to receive 10 shares of common stock for each such warrant tendered and accepted. The exchange offer is subject to customary terms and stockholder approval of an increase in authorized common shares and is intended to simplify the Companys capital structure. On April 15, 2026, the Company extended the time period for offer to exchange to May 11, 2026. Subsequently, on May 12, 2026, the Company further extended the time period for offer to exchange to June 30, 2026, and on June 25, 2026, the Company further extended the time period for offer to exchange to July 24, 2026. Concurrently, the Company also commenced a private placement offering of up to $5 million of units, each consisting of one share of Series A convertible preferred stock initially convertible at $0.05 per share of common stock and one warrant exercisable at $0.0625 per share of common stock, subject to customary anti-dilution adjustments, with a minimum …

SubsequentEventsTextBlock · excerpt; the full note is in the filing