Zoomcar (ZCAR) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 11, 2026, with record date set as June 26, 2026.

• Board unanimously recommends voting in favor of all proposals, including auditor ratification, share authorization increase, warrant exchange, inducement grant, reverse stock split, and adjournment authority.

• Series A Convertible Preferred Stock, issued in June 2026 Bridge Financing, represents about 80% of total voting power on an as-converted basis.

• Voting power at the meeting includes both Common Stock and Series A Preferred Stock, voting as a single class on an as-converted basis.

Voting matters and shareholder proposals

• Proposal 1: Ratification of Bansal & Co LLP as independent auditor for fiscal year ending March 31, 2026.

• Proposal 2: Amendment to increase authorized Common Stock from 250M to 1.99B shares, partly to fulfill obligations to Series A Preferred holders.

• Proposal 3: Approval to issue up to 509,192,089 shares in exchange for outstanding warrants, with lock-up agreements for recipients.

• Proposal 4: Grant of 1,000,000 restricted shares to Chairman Uri Levine, vesting on the earlier of two years or $20M revenue at Indian subsidiary.

• Proposal 5: Reverse stock split at a ratio between 1-for-2 and 1-for-800, at Board's discretion, to support potential uplisting.

• Proposal 6: Adjournment authority if insufficient votes are received for any proposal.

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 for directors; majority holders can elect all directors.