Financial Performance - For the three months ended September 30, 2025, the Gross Booking Value (GBV) was approximately $6.23 million, a 1.8% increase from $6.12 million in the same period of 2024[275]. - Booking Days for the three months ended September 30, 2025, totaled approximately 179,898, compared to 146,832 during the same period in 2024, representing a 22.5% increase[273]. - Net revenue for the three months ended September 30, 2025, was $2,287,110, compared to $2,246,897 in 2024, reflecting a 1.8% increase[292]. - For the six months ended September 30, 2025, the Gross Booking Value was approximately $12.70 million, up from $12.35 million in 2024, a 2.8% increase[275]. - Total net revenue for the three months ended September 30, 2025, was $2.29 million, a 2% increase from $2.25 million in the same period of 2024[294]. Expenses and Losses - The total costs and expenses for the three months ended September 30, 2025, were $4,267,226, up from $3,819,148 in 2024, indicating an increase of 11.7%[292]. - The loss from operations for the three months ended September 30, 2025, was $(1,980,116), compared to $(1,572,251) in 2024, representing a 25.9% increase in losses[292]. - General and administrative expenses increased to $2,151,287 for the three months ended September 30, 2025, compared to $1,656,036 in 2024, an increase of 29.9%[292]. - The net loss for the six months ended September 30, 2025, was $(4,999,462), compared to $(5,883,554) in 2024, indicating a reduction in losses of 15%[292]. - The company reported a net loss of $5.00 million for the six months ended September 30, 2025, compared to a net loss of $5.88 million in the same period of 2024[327]. Profitability Metrics - Gross profit for the three months ended September 30, 2025, was $1.09 million, an increase from $1.03 million in the same period of 2024, resulting in a gross margin of 48% compared to 46%[313]. - Contribution profit for the three months ended September 30, 2025, was $1.20 million, slightly down from $1.21 million in the same period of 2024, with a contribution margin of 52%[316]. - For the six months ended September 30, 2025, gross profit increased to $2.09 million from $1.76 million in 2024, driven by operational efficiencies and reduced costs[317]. - The company achieved a contribution profit of $2.34 million for the six months ended September 30, 2025, compared to $1.67 million in the same period of 2024[317]. - Adjusted EBITDA loss improved to $1.26 million for the three months ended September 30, 2025, from a loss of $1.47 million in the same period of 2024, reflecting cost reduction initiatives[322]. Cash Flow and Funding - As of September 30, 2025, the company's cash and cash equivalents totaled $0.17 million, indicating a critically deficient cash position[328]. - The Company expects to incur net losses and significant cash outflows from operating activities for at least the next 12 months, requiring additional funding to meet obligations[334]. - As of September 30, 2025, net cash used in operating activities was $0.53 million, a decrease of $1.96 million compared to $2.50 million for the same period in 2024[351]. - The Company raised $5 million in December 2023 through the issuance of 16,667 shares to its largest shareholder[340]. - The Company reported a net cash generated from financing activities of $0.37 million for the six months ended September 30, 2025, compared to $1.26 million for the same period in 2024[353]. Liabilities and Legal Matters - Total lease liabilities as of September 30, 2025, amounted to $3,449,914, with operating lease payments totaling $981,297 and finance lease payments totaling $2,468,617[355]. - The Company has claims filed by customers and third parties not acknowledged as liabilities amounting to $4,563,129 as of September 30, 2025[358]. - The Company has received various orders from tax authorities relating to disputes totaling $9,469,331, with management believing no significant outflow is expected[358]. - Gregory Moran, a former employee, claims $100,000 for termination without cause and additional payments totaling approximately $268,000, including severance and vacation pay[359]. - The Indian tax authority is examining the company's tax returns from 2016 to 2023, with a potential penalty of $125,442 under review[360]. Financial Instruments and Valuation - The Company issued an Unsecured Convertible Note in December 2023 with a principal amount of $8,434,605[341]. - The Company entered into Securities Purchase Agreements for Bridge notes totaling $608,225 with net proceeds of $525,000 after deductions in June and July 2025[346][347]. - Convertible Notes were issued with interest rates between 6-12% per annum, allowing holders to convert into equity shares, and accounted for as share settled debt[363]. - The company classified warrants issued in November and December 2024 as equity after fixing variability in the number of exercisable warrants[367]. - Fair value measurements prioritize inputs based on market activity, with Level 1 inputs being the most reliable[371].

Financial Performance - For the three months ended June 30, 2025, the Gross Booking Value (GBV) was approximately $6.47 million, an increase of 3.9% from $6.23 million in the same period of 2024[269]. - Booking Days totaled approximately 190,931 for the three months ended June 30, 2025, compared to 170,125 in the same period of 2024, reflecting a growth of 12.2%[266]. - Net revenue for the three months ended June 30, 2025, was $2.31 million, a 3% increase from $2.24 million in the same period of 2024[288]. - The company reported a net loss of $4.21 million for the three months ended June 30, 2025, compared to a net loss of $2.53 million in the same period of 2024[286]. - Contribution profit improved to $1.14 million, compared to a contribution loss of $0.46 million in the same period last year, driven by reduced costs and improved gross profit[305]. - Adjusted EBITDA loss decreased to $1.73 million, an improvement from a loss of $3.26 million in the prior year, due to broad-based cost reduction initiatives[311]. - Gross profit increased to $0.99 million, with a gross margin of 43%, compared to $0.73 million and a 33% margin in the same period last year[301]. - Adjusted EBITDA for the three months ended June 30, 2025, was $(3.26) million, compared to $(1.73) million for the same period in 2024, indicating a worsening performance[314]. Cost Management - The cost of revenue decreased to $1.31 million for the three months ended June 30, 2025, from $1.51 million in the same period of 2024, resulting in a cost of revenue as a percentage of net revenue dropping from 67% to 57%[286][287]. - Technology and development expenses were $709,331 for the three months ended June 30, 2025, down from $901,781 in the same period of 2024, representing a decrease of 21.4%[286]. - Sales and marketing expenses significantly decreased to $176,963 for the three months ended June 30, 2025, from $802,571 in the same period of 2024, a reduction of 77%[286]. - General and administrative expenses were $1.87 million for the three months ended June 30, 2025, down from $2.40 million in the same period of 2024, indicating a decrease of 22%[286]. - Cost of revenue decreased to $1.31 million for the three months ended June 30, 2025, down 13% from $1.51 million in the same period of 2024, driven by operational efficiency improvements[290]. - Technology and development expenses totaled $0.71 million, a 21% decrease from $0.90 million in the prior year, primarily due to reductions in employee benefits and IT support costs[291]. - Sales and marketing expenses dropped significantly to $0.18 million, a 78% decrease from $0.80 million in the previous year, mainly due to a reduction in performance marketing expenses[292]. - General and administrative expenses were $1.87 million, down 22% from $2.40 million in the same period last year, attributed to headcount reductions and decreased rent costs[293]. - Finance costs reduced to $0.30 million, a 46% decrease from $0.55 million in the prior year, due to repayment of promissory notes and restructuring of liabilities[294]. Cash Flow and Liquidity - Cash flows from operations improved to $0.09 million for the three months ended June 30, 2025, compared to $(1.78) million in the same period of 2024, driven by greater operating cost efficiencies[316][335]. - As of June 30, 2025, the company's cash and cash equivalents totaled $0.39 million, indicating a critically deficient cash position[317][318]. - The company reported a net decrease in cash and cash equivalents of $(737,809) for the three months ended June 30, 2025, compared to an increase of $101,955 in the same period of 2024[334]. Future Outlook - The company expects to continue incurring net losses and significant cash outflows from operating activities for at least the next 12 months, raising substantial doubt about its ability to continue as a going concern[322][323]. - The company has implemented measures to improve profitability, including reducing cash incentives paid to Hosts and introducing cancellation fees for both Hosts and Guests[288]. Debt and Liabilities - Total lease liabilities as of June 30, 2025, amounted to $4.10 million, including $1.07 million in operating leases and $3.03 million in finance leases[339]. - Total borrowings as of June 30, 2025, amount to $2,629,635, with significant contributions from TATA Motors Finance Limited at $1,721,566[341]. - Legal claims against the company not acknowledged as liability totaled $4,804,120 as of June 30, 2025, an increase from $4,503,122 on March 31, 2025[342]. - The company is involved in tax disputes totaling $9,799,311 related to indirect tax credits and GST dues for the period between 2014 and 2023[342]. - The company issued Bridge Notes during the three months ended June 30, 2025, with a principal value repayable at a 12% annual interest rate[348]. Corporate Governance - The company received a notice from OTCQX regarding its Global Market Capitalization falling below the required $5 million for over 30 consecutive days[350]. - The company dismissed its independent registered public accounting firm, Grant Thornton Bharat LLP, and engaged Bansal & Co LLP as the new firm[350]. - A former employee has filed a suit claiming damages of $395,772 and stock options against the company, which it believes are baseless[342]. - The company has accrued for losses associated with legal claims when such losses are probable and can be reasonably estimated[342]. - The company’s debt issuance costs are being amortized to interest expense over the term of the related debt instruments[349].

Market Potential - The estimated serviceable addressable market for Zoomcar is approximately $25 billion by March 31, 2025, assuming a penetration rate of less than 25% among potential customers [67]. - The total addressable market for Zoomcar is projected to be around $108 billion by March 31, 2025, based on broader adoption across potential customer bases in emerging markets [68]. - The estimated population across target urban centers in emerging markets is projected to reach 1.8 billion by 2025, with vehicle ownership expected to exceed 200 million cars [63]. - Transportation expenses account for up to 20% of average annual household income in emerging markets, highlighting the need for affordable mobility solutions [66]. - The current vehicle ownership rate in target emerging markets remains below 10%, indicating significant growth potential for car-sharing services [63]. Business Model and Operations - Zoomcar's business model emphasizes micro-entrepreneurship, allowing hosts to monetize underutilized assets through the platform [70]. - The company has ceased operations outside India, focusing all revenue generation efforts within the Indian market [62]. - As of March 31, 2025, Zoomcar had approximately 40,221 registered Host vehicles and 4.04 million active Guests [86]. - Less than 1% of all Zoomcar Hosts are classified as Professional Hosts, who typically list more than 10 cars at a time [1]. - Entrepreneurial Hosts, who list 2 to 10 vehicles, contribute to a majority of Zoomcar's bookings and overall business volume [1]. User Experience and Technology - The platform aims to serve a demographic of 75 million guests by 2025, targeting individuals aged 18 to 50 with annual incomes in the top 65th percentile [67]. - Zoomcar's platform is designed to meet evolving consumer expectations for personalized, digitized, and on-demand mobility solutions [65]. - The platform's affordability offers a significant cost advantage over traditional chauffeured car services, with mid-range car bookings being notably cheaper [72]. - The dynamic pricing engine allows Hosts to optimize earnings, with real-time adjustments based on demand and competition [76]. - The platform utilizes machine learning and data science to enhance user experience, including personalized pricing and recommendations for both Guests and Hosts [83]. - Zoomcar's technology enables 24/7 GPS monitoring of vehicles, facilitating roadside assistance and enhancing safety measures [85]. - The platform's rating and review system improves search relevance, promoting highly-rated Hosts to enhance Guest trust and booking conversion [77]. - The platform allows Hosts to customize pricing with dynamic pricing features, including minimum and maximum hourly booking prices based on demand [97]. - The platform offers a seamless onboarding process for Hosts, including standardized IoT devices for keyless entry [92]. - The platform's technology provides Hosts with comprehensive pricing analytics and demand-based visualizations to optimize earnings [97]. Community and Engagement - Continuous feedback from Hosts and Guests informs platform improvements, fostering a highly engaged community and enhancing customer loyalty [78]. - The platform's strong geographic concentration in urban areas maximizes convenience for Guests, reducing travel time to vehicle pick-up locations [71]. - The company plans to improve platform functionalities and offerings to better serve Hosts and Guests, focusing on organic growth rather than dedicated marketing spend [124]. - The company aims to increase post-booking engagement with Guests and expand use cases through strategic partnerships with adjacent businesses [129]. - Zoomcar's model supports local economies by enabling Hosts to generate income and spend it within their communities [120]. Market Position and Strategy - The company maintains a leading market share in digital car rental in India, with competition primarily from offline car rental and other transportation alternatives [130]. - The company is focused on building brand awareness and customer engagement through user-generated content and partnerships with third-party creators [128]. - The company has approximately 141 full-time employees, with a focus on engineering, operations, and support [143]. - The company currently has 21 registered trademarks and is in the process of examining additional trademark applications [141]. - The company is subject to various laws and regulations in India, which may impact its business operations and model [138]. Environmental Impact - The company believes that its platform can reduce CO2 outputs significantly, especially with an increase in electric vehicles and expansion into dense urban areas [125]. Financial Metrics - Zoomcar's average transaction value (ATV) is estimated to be $60, with the company's revenue share of total gross booking value (GBV) being approximately 45% [67]. - Approximately 542 vehicle models were listed on the platform, with 49% of Gross Booking Value (GBV) generated by SUVs and premium-segment vehicles [71]. - For the year ended March 31, 2025, approximately 316,528 Guests booked around 678,708 booking days on the platform [104]. - The platform currently has approximately 40,221 registered Host vehicles, providing Guests with multiple convenient booking locations [107].

Financial Position - As of September 30, 2024, total current assets decreased to $2,639,787 from $5,059,696 as of March 31, 2024, representing a decline of approximately 48%[20] - Current liabilities increased to $37,655,737 from $31,296,055, marking an increase of about 20%[20] - The company reported a cash and cash equivalents balance of $614,206, down from $1,496,144, a decrease of approximately 59%[20] - Accounts payable rose to $15,750,725 from $14,279,152, reflecting an increase of about 10%[20] - The accumulated deficit increased to $(313,435,055) from $(307,551,501), indicating a worsening of approximately 2%[20] - Total liabilities decreased to $38,948,254 from $42,864,786, a reduction of about 9%[20] - The company has a total stockholders' deficit of $(32,758,818) as of September 30, 2024, compared to $(33,692,188) as of March 31, 2024, a slight improvement of about 2.8%[20] - The company has negative working capital of $35,015,950 as of September 30, 2024, raising concerns about its ability to meet short-term obligations[35] Revenue and Loss - Total revenue for the three months ended September 30, 2024, was $2,246,897, a decrease of 16.2% compared to $2,681,008 for the same period in 2023[21] - Net loss attributable to common stockholders for the three months ended September 30, 2024, was $(3,351,975), compared to $(12,402,287) for the same period in 2023[22] - Total costs and expenses for the six months ended September 30, 2024, were $9,434,701, down from $17,097,303 for the same period in 2023, representing a reduction of 44.5%[21] - The company reported a loss from operations before income tax of $(1,572,251) for the three months ended September 30, 2024, compared to $(4,298,695) for the same period in 2023[21] - Comprehensive loss for the three months ended September 30, 2024, was $(3,316,834), compared to $(12,346,404) for the same period in 2023[22] - For the six months ended September 30, 2024, the net loss was $5,883,554, a significant improvement compared to a net loss of $41,183,419 for the same period in 2023, representing a reduction of approximately 86.7%[25] Cash Flow and Financing - Cash used in operating activities for the six months ended September 30, 2024, was $2,496,568, down from $10,214,140 in the prior year, indicating a decrease of about 75.5%[25] - The company reported a net cash generated from financing activities of $1,258,995 for the six months ended September 30, 2024, compared to $10,602,899 in the same period of 2023, reflecting a decrease of approximately 88.1%[25] - In November 2024, the company received net proceeds of $7.63 million from a private placement, which will be used to pay down outstanding Redeemable Promissory Notes[36] - The company entered into a letter agreement with Aegis Capital Corp. for a proposed private placement of up to $30 million in securities, indicating plans for future capital raising[36] Operational Changes - The Company has closed down operations for PT Zoomcar Indonesia Mobility Services and Zoomcar Egypt Car Rental LLC due to decreased bookings and rising economic difficulties[53] - The company has not paid any incentives to hosts during the three and six months ended September 30, 2024, as part of its marketing strategy[62] - The company anticipates completing the sale of assets held for sale by the year ending March 31, 2025, indicating a strategic focus on asset liquidation[144] Debt and Liabilities - The company is in default under various obligations, which may impact its ability to obtain additional capital necessary for operations[8] - The company has defaulted on equated monthly installments (EMI) payments for November 2023 to September 2024, with a total lease commitment balance of $5,804,548, including $1,781,841 of defaulted lease rentals[154] - The company has entered into negotiations with lenders to restructure payment terms and resolve outstanding claims[168] Stock and Equity - The company has 757,494 shares issued and outstanding as of September 30, 2024, compared to 631,859 shares as of March 31, 2024, an increase of approximately 20%[20] - The additional paid-in capital increased to $276,854,023 from $272,063,258, an increase of about 2.9%[20] - The company underwent a reverse stock split at a ratio of 1-for-100 effective October 21, 2024[24] - Following the Reverse Recapitalization, the total number of Common Stock outstanding was 428,754 shares, compared to 42,875,363 shares prior to the Reverse Stock Split[124] Accounting and Valuation - The Company has determined that it acts in an agent capacity for its marketplace service, presenting revenue net of facilitation fees received[61] - The Company has consolidated variable interest entities (VIEs) as it is the primary beneficiary, including Zoomcar Egypt Car Rental LLC and Zoomcar Vietnam Mobility LLC[51] - The estimated fair value of cash equivalents, accounts receivable, and accounts payable approximates their carrying value due to short-term maturities[106] - The Company is evaluating the potential effects of new accounting standards on its financial statements, with no material impact expected from recent pronouncements[116]

Financial Performance - Total revenue for Q2 2024 was $2,240,985, a decrease of 14.3% from $2,614,618 in Q2 2023[19] - Net loss attributable to common stockholders for Q2 2024 was $(2,531,579), significantly improved from $(28,781,134) in Q2 2023[19] - The company reported a comprehensive loss of $(2,568,414) for Q2 2024, compared to $(28,905,311) in Q2 2023[20] - The net loss for the three months ended June 30, 2024, was $2,531,579, a significant improvement compared to a net loss of $28,781,134 for the same period in 2023, representing a reduction of approximately 91.2%[22] - Cash used in operating activities for the three months ended June 30, 2024, was $1,776,412, down from $6,436,166 in the prior year, indicating a decrease of about 72.5%[22] - The company expects to continue incurring net losses and significant cash outflows from operating activities for at least the next 12 months[32] - The company recorded a loss before income taxes of $2,531,579 for the three months ended June 30, 2024, compared to a loss of $28,781,134 in 2023[179] - Net loss available for common shareholders decreased to $(2,531,579) for the three months ended June 30, 2024, compared to $(28,781,134) for the same period in 2023[182] - Basic and diluted loss per share improved to $(0.04) for the three months ended June 30, 2024, from $(59.61) in the prior year[182] Assets and Liabilities - Total current assets decreased to $4,255,734 as of June 30, 2024, down from $5,059,696 as of March 31, 2024[18] - Total liabilities decreased to $39,494,384 as of June 30, 2024, compared to $42,864,786 as of March 31, 2024[18] - Cash and cash equivalents increased to $1,583,483 as of June 30, 2024, up from $1,496,144 as of March 31, 2024[18] - The company's accumulated deficit reached $310,083,080 as of June 30, 2024, up from $307,551,501 as of March 31, 2024[31] - The company has negative working capital of $33,848,408, raising substantial doubt about its ability to continue as a going concern[31] - The total assets reported as of June 30, 2024, were $3,410,571, compared to $3,297,552 as of March 31, 2024, indicating a growth in total assets[215] - The total liabilities increased to $21,244,691 as of June 30, 2024, from $20,714,000 as of March 31, 2024[215] - The company reported a decrease in accounts receivable from $194,197 as of March 31, 2024, to $164,463 as of June 30, 2024[215] - The company had a total of $4,092,087 in debt as of June 30, 2024, down from $5,049,483 as of March 31, 2024[215] Revenue Recognition - The Company derives its revenue primarily from facilitation services, which include fees charged to hosts and trip protection charges to renters[45] - The Company recognizes facilitation revenue on a straight-line basis over the duration of the rental trip, using the output method based on rental hours or days[47] - Revenue from services in India for the three months ended June 30, 2024, was $2,223,638, down from $2,573,882 in 2023, reflecting a decline of 13.6%[173] - The company’s contract liabilities as of June 30, 2024, were $557,060, compared to $640,173 as of March 31, 2024[174] - The company has accumulated deferred revenue of $18,806 as of June 30, 2024, down from $96,710 as of March 31, 2024, indicating a decrease in loyalty program liabilities[174] Financing Activities - The company issued common stock against Atalaya note, resulting in an increase of $2,324,696 in equity[21] - The company reported a net cash generated from financing activities of $1,561,327 for the three months ended June 30, 2024, compared to $7,010,786 in the same period of the previous year[22] - The company entered into a letter agreement with Aegis Capital Corp. for a proposed private placement of up to $30 million in securities, although no funds have been raised under this agreement yet[32] - The company issued common stock upon conversion of Unsecured Convertible Notes amounting to $2,324,696 during the reporting period[23] - The company raised $8,109,954 during the year ended March 31, 2023, and $13,175,027 during the year ended March 31, 2024, against Senior Subordinated Convertible Promissory Notes (SSCPN) and related warrants[135] - The company issued and sold an aggregate of $3,600,000 in principal amount of notes and warrants, resulting in gross proceeds of $3,000,000 on June 20, 2024[126] Stock and Equity - The company’s common stock and warrants began trading on the Nasdaq Global Market under the symbols "ZCAR" and "ZCARW," respectively, on December 28, 2023, following a merger agreement[25] - The Company issued 20,000,000 shares of Common Stock as part of the earnout consideration for the acquisition of Zoomcar, Inc.[88] - The Company has 220,000,000 shares of Common Stock authorized for issuance prior to the Reverse Recapitalization, which increased to 260,000,000 shares post-transaction[162] - The total outstanding amount for the unsecured promissory note as of June 30, 2024, is $2,027,840, unchanged from March 31, 2024[134] - The total outstanding warrants to be converted into common stock was 32,999,472 prior to the Reverse Recapitalization on December 28, 2023[144] - The total outstanding warrants to be converted into preferred stock was 3,502,040 prior to the Reverse Recapitalization on December 28, 2023[145] - The Company issued 12,512,080 shares to settle a part of the Atalaya Note liability amounting to $2,324,696 during the three months ended June 30, 2024[150] Expenses and Costs - Cost of revenue for Q2 2024 was $1,512,289, down from $3,610,982 in Q2 2023[19] - Technology and development expenses were $901,781 in Q2 2024, a decrease from $1,326,879 in Q2 2023[19] - Finance costs for the three months ended June 30, 2024, totaled $551,003, significantly lower than $21,520,558 for the same period in 2023[176] - The company recorded an interest expense of $76,166 for the three months ended June 30, 2024, compared to $100,565 for the same period in 2023, indicating a decrease of approximately 24%[121] - The company incurred transaction costs of $10,947,805 related to the Reverse Recapitalization, including $4,804,482 recorded as a reduction to additional paid-in capital[85] Employee Benefits - Current employee benefit obligations for gratuity and compensated absences totaled $173,942 as of June 30, 2024, compared to $183,655 as of March 31, 2024[184] - The projected benefit obligation (PBO) for gratuity at the end of the period was $325,441, down from $373,442 a year earlier[185] - The net periodic benefit cost recognized in the income statement for gratuity was $23,156 for the three months ended June 30, 2024, compared to $28,830 in 2023[185] - The company made provident fund contributions of $93,412 for the three months ended June 30, 2024, down from $112,330 in the same period of 2023[194] Impairments and Defaults - The company has defaulted on equated monthly instalments (EMI) payments from November 2023 to June 2024, accumulating penal interest of $51,662 for the year ended June 30, 2024[111] - The company has defaulted on a $334,727 payment due in January 2024 for non-convertible debentures owed to Blacksoil Capital Private Limited[119] - The company has defaulted on EMI owed to Tata Motors Finance Limited amounting to $269,117, with an interest charge of 36% per annum applicable upon default[122] - The company has defaulted on a lumpsum payment of $873,924 owed to Mahindra & Mahindra Financial Services Limited, with an outstanding amount of $602,346 after adjusting for a certificate of deposit[123] Miscellaneous - The Company consolidates variable interest entities (VIEs) when it is the primary beneficiary, which includes Zoomcar Egypt Car Rental LLC and Zoomcar Vietnam Mobility LLC[39] - Zoomcar Vietnam Mobility LLC filed for bankruptcy on August 14, 2023, and its financial statements are prepared on a liquidation basis[41] - The Company estimates a forfeiture rate annually for stock-based compensation expense, which is recognized over the requisite service period[60] - The Company evaluates the presentation of revenue on a gross versus net basis based on its role as principal or agent in transactions[47] - The Company recorded $21,499,578 in assumed liabilities during the acquisition of IOAC, including $17,100,000 settled by issuing common stock[85]

Market Opportunity - The annual global serviceable addressable market opportunity is estimated to be approximately $20 billion by 2025, with a target customer base of 75 million Guests [129]. - The total addressable market is projected to expand to approximately $90 billion by 2025, assuming all individuals meeting core demographic criteria engage in transactions on the platform [130]. - Approximately 310 million people across target emerging markets are expected to meet the core demographic criteria by 2025 [129]. Financial Performance - As of March 31, 2024, 40% of Gross Booking Value (GBV) was generated from trips booked with SUVs or premium-segment vehicles [119]. - The average transaction value (ATV) is expected to be $50 by 2025, reflecting a reduction from $59.81 in March 2024 [129]. - Zoomcar's average trip value in India increased from $43 per trip in Q1 2022 to $71 per trip in Q3 2022, reflecting a significant growth in domestic tourism and demand for car sharing [182]. Platform Features - The platform offers a unique inventory of approximately 242 vehicle models listed by Hosts, primarily in India [119]. - 85% of GBV was generated from vehicles ranked among the 20 top-selling new vehicle models in the markets of operation [119]. - The platform's affordability is highlighted as it offers better value compared to traditional chauffeured car services [120]. - The technology backbone includes data science and machine learning for dynamic pricing and enhanced protection for Hosts [121]. - The platform emphasizes micro-entrepreneurship, allowing Hosts to monetize underutilized assets [114]. - The platform's dynamic pricing engine helps Hosts maximize earnings by allowing them to set minimum and maximum prices for their listings [151]. - Zoomcar's rating and review system enhances the search experience, improving booking conversion rates by promoting highly rated Hosts [137]. - Zoomcar's proprietary data collected from millions of trips informs platform functionality, providing personalized pricing and recommendations for Guests and Hosts [142]. - Zoomcar's technology enables 24/7 GPS monitoring of vehicles, enhancing safety and providing roadside assistance services [153]. - The platform's strong geographic concentration in urban areas maximizes Guest convenience, reducing travel time to vehicle pick-up locations [133]. Host Engagement and Support - As of March 31, 2024, Zoomcar had approximately 41,166 registered Host vehicles and 2.4 million active Guests [154]. - The company aims to increase post-booking engagement with Guests through rewards and loyalty programs, encouraging more frequent bookings [175]. - Hosts can generate significant income from underutilized vehicles, with earnings potentially offsetting vehicle ownership costs and supplementing average annual income in emerging markets [158]. - The platform's ease of use allows Hosts to monetize their vehicles from the date of registration, facilitating seamless onboarding and listing processes [145]. - The company aims to increase high-quality vehicle listings by rewarding and encouraging highly-ranked Hosts, which is crucial for future growth [199]. - Zoomcar's operational strategy includes a dedicated sales team to support Hosts during onboarding, ensuring a positive experience and encouraging long-term listings [185]. - The company’s business model is designed to provide Hosts with income opportunities while minimizing their responsibility for vehicle repair costs during Guest bookings [197]. Marketing and Growth Strategy - The company plans to enhance platform functionalities and improve core product offerings to capture additional bookings and increase organic traffic [198]. - Zoomcar's marketing strategy includes partnerships with adjacent businesses to improve brand awareness and attract new customers, focusing on airlines, travel platforms, and accommodation providers [184]. - The company does not currently see significant competition from other digital platforms in India, focusing instead on building brand awareness for vehicle sharing [187]. Financial and Operational Risks - The company requires additional capital to support current operations and business growth, which may not be available on acceptable terms [209]. - A hypothetical 5% adverse change in the value of the Indian Rupee against the U.S. Dollar would have decreased total revenue by approximately $0.46 million and net loss by $1.04 million for the year ended March 31, 2024 [688]. - The company is exposed to foreign currency risks related to revenue and operating expenses, primarily in Indian Rupees, but believes this risk has not had a material effect on its financial condition [688]. - The company has experienced fluctuations in net loss or income due to transaction gains or losses related to remeasurement of asset and liability balances in foreign currencies [688]. Employee Engagement and Culture - The company has a strong focus on employee culture, which is reflected in performance ratings and compensation tied to core company principles [213]. - Employee feedback is solicited through engagement activities and an annually administered eNPS survey, reviewed by top management [214]. Intellectual Property - The company has 20 registered and 3 pending trademark applications, along with 3 pending patent applications in India, to protect its intellectual property [205].

As filed with the Securities and Exchange Commission on May 8, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Numbe ...

As filed with the Securities and Exchange Commission on April 29, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Nu ...

As filed with the Securities and Exchange Commission on March 19, 2024 Registration No. 333-276859 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) (Primary Standard Industrial Classification Code Number) Delaware 7510 99-0431609 (I.R.S. Employer Identification Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangal ...

As filed with the Securities and Exchange Commission on February 5, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Zoomcar Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Registration No. 333- (I.R.S. Employer Identification Number) (Primary Standard Industrial Classification Code Number) Anjaneya Techno Park, No.147, 1st Floor Kodihalli, Bangalore, India 560008 +91 99454-8382 (Address, Inclu ...