Zoomcar (ZCAR) Proxy filing summary

Executive summary

• Annual Meeting scheduled virtually for 2026 to address key corporate actions and governance matters.

• Board unanimously recommends voting in favor of all proposals, including director election, capital structure changes, and compensation matters.

• Record date for voting eligibility is February 27, 2026; each share of common stock entitles the holder to one vote.

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 common stock from 260,000,000 to 2,000,000,000 shares.

• Approval of a private placement offering up to $5,000,000 in units, with an additional $5,000,000 overallotment option.

• Issuance of up to 509,192,089 shares of common stock in exchange for outstanding warrants.

• Grant of 1,000,000 restricted shares to Uri Levine, Chairman, as an inducement grant outside the incentive plan.

• Amendment to effectuate a reverse stock split at a ratio between 1-for-2 and 1-for-800, at Board discretion.

• Adjournment proposal to allow further solicitation if insufficient votes are received.

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, each with defined responsibilities.

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