Zoomcar (ZCAR) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for March 27, 2026, to be held virtually, with record date set as February 27, 2026.

• Board unanimously recommends voting in favor of all proposals, which include director re-election, auditor ratification, capital structure changes, and equity issuances.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed instructions provided.

• Proxy materials include comprehensive information on proposals, governance, compensation, and related party transactions.

Voting matters and shareholder proposals

• Ratification of Bansal & Co LLP as independent auditor for fiscal year ending March 31, 2026.

• Re-election of Mohan Ananda as Class II director for a three-year term expiring at the 2029 Annual Meeting.

• Amendment to increase authorized shares of Common Stock from 260,000,000 to 2,000,000,000.

• Approval of private placement offering up to $5,000,000 in units to accredited investors.

• Approval of issuance of up to 490,412,089 shares in exchange for outstanding warrants (first tender offer).

• Approval of issuance of up to 18,780,000 shares in exchange for additional outstanding warrants (second tender offer).

• Approval of 1,000,000 restricted shares to Uri Levine, Chairman, as an inducement grant.

• Approval to adjourn the meeting if necessary to solicit more votes.

Board of directors and corporate governance

• Board consists of five members divided into three classes, with staggered three-year terms.

• Standing committees include Audit, Compensation, and Nominating and Corporate Governance, all with independent directors.

• Audit Committee chaired by Evelyn D'An, who is also the audit committee financial expert.

• Code of ethics and insider trading policies are in place; compensation clawback policy adopted in December 2023.