Zoomcar (ZCAR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for July 20, 2026, to be held virtually, with record date set as June 26, 2026.

• Board unanimously recommends voting in favor of all proposals presented at the meeting.

• Proposals include auditor ratification, increase in authorized shares, warrant exchange, inducement grant, reverse stock split, and potential adjournment.

• Voting can be conducted via internet, phone, mail, or during the virtual meeting; each share has one vote.

Voting matters and shareholder proposals

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

• Amendment to increase authorized common stock from 260M to 2B shares.

• Approval to issue up to 509,192,089 shares in exchange for outstanding warrants.

• Grant of 1,000,000 restricted shares to Chairman Uri Levine, subject to performance or time-based vesting.

• Reverse stock split at a ratio between 1-for-2 and 1-for-800, at Board's discretion.

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

Board of directors and corporate governance

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

• Committees include Audit, Compensation, and Nominating & Corporate Governance, all with independent directors.

• Code of ethics, insider trading policy, and executive compensation clawback policy are in place.

• No cumulative voting; majority of shares voted can elect all directors.