OTC: ZCARW

We believe our business
model is particularly well-suited to emerging markets because of the transportation challenges faced by urban residents in these areas.
In India, the market that Zoomcar serves, the costs of car ownership can be prohibitively high relative to average personal income levels,
with less than ten percent of persons in these markets owning a car. At the same time, these individuals typically lack access to alternative
transportation modalities that are sufficiently convenient or affordable. The market also has growing middle classes, rapidly urbanizing
metropolitan areas, and vast numbers of young, tech-fluent citizens. In total, these overarching demographic trends all contribute to
management’s estimated total addressable market for year ended March 31, 2025 in emerging markets of $108 billion, of which India
accounts for $11 billion, making India the most important market for us. The opportunity around the growing total addressable market
is further described under the heading “Market Opportunity” below.

Already present in over
94 cities across India, we plan to continue evolving our platform offerings to meet Guests’ mobility needs in ways that are convenient,
modern and cost-efficient, providing both transportation solutions and entrepreneurship opportunities within the communities where we
operate. Our business model has evolved since our inception, as our platform originally offered short-term rental of vehicles owned or
leased directly by Zoomcar. Between 2018 and 2020, we began shifting the focus of our technology and product development efforts towards
capabilities relevant to our current “asset-light” business model focused on our digital platform for peer-to-peer car sharing.
We completed our business model shift during the second half of 2021. Over time, we have expanded our platform’s functionality,
and we continue to evolve our offerings as consumer preferences change.

Our technology is the backbone
of our peer-to-peer car sharing platform. As of March 31, 2025, nearly half of our full-time employees are employed as technical staff
that develop and refine the artificial intelligence and machine-learning algorithms that, among other things, help to optimize pricing
models, determine appropriate damage coverage options for Guests, present Hosts and Guests with opportunities for ratings-based rewards
and to monitor appropriate use of our platform. Our platform provides powerful tools for vehicle searching and discovery, Host and Guest
chat and vehicle and driver tracking and ratings features. Highly-ranked Hosts with multiple vehicle offerings and highly rated prior
hosting experiences can earn favorable placements for their vehicles on our platform. Guests can use the Host ratings and reviews shared
on our platform to choose vehicles that best suit their needs and preferences. Our customized GPS-enabled vehicle tracking systems allow
us to integrate Guest driving data into our computation of “driver scores” which comprise an important part of the feedback
and review systems that collectively foster a trust-based community of Zoomcar platform users. We supplement our core platform technology
through a software-enabled keyless entry application that is deployed across the vast majority of Host vehicles, thereby enabling Guests
to access booked vehicles in a contactless fashion through their personal smartphones.

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As of March 31, 2025, we
had approximately 40,221 registered Host vehicles and approximately 4 million active Guests (defined as Guests who have searched our
platform for vehicles or bookings within the preceding twelve (12)-month period) participating in our marketplace.

We expanded our business
outside of India in 2021 to Indonesia, Egypt and Vietnam. After carefully managing return on investment in these markets, we confirmed
that our business model fits the needs of customers in Indonesia, Vietnam and Egypt, however, scaling in these countries requires investments
in marketing which we do not currently have capital to achieve. Accordingly, we decided to cease operations in Vietnam in 2023, and in
Indonesia and Egypt in 2024, so that we can concentrate our engineering and financial resources in India. Over time, Zoomcar plans to
further increase penetration within India and, in the future, to expand into additional countries, subject to our financial condition.

How our Platform Works

Accessing Our Platform

●
Hosts: Our platform
is designed to make it quick and easy for vehicle owners to create a “Host” account, complete our onboarding and registration
process (i.e., add basic profile and vehicle information, which is then validated by Zoomcar), create attractive vehicle listings
and connect with Guests seeking to book trips. Our platform includes AI and machine-learning- developed functionality that enable
Hosts to manage their vehicle listings and rewards, pre-set booking parameters, optimize discretionary booking price elements and
exchange messages with Guests as needed. Prior to listing a vehicle on the Zoomcar platform, the Host is encouraged to install a
customized IoT device pre-programmed by Zoomcar to enable GPS tracking and data collection by Zoomcar and keyless, digital vehicle
access by Guests.

●
Guests: Guests seeking
vehicles establish an account on our platform by providing basic identification, driver’s license and payment information.
Guests browse our vehicle catalogue to find cars sorted by a variety of criteria to meet their transportation needs. Our platform
is intended to be both efficient and highly personalized, incorporating search-and ranking-based algorithms powered by back-end data
science models that use historical bookings and recent search data, to offer the most personalized vehicle catalogue results to the
Guest. Our platform functionality is constantly evolving and improving, often in response to feedback from Guests, whose ratings
and reviews are at the core of the community-driven ethos of our platform.

Browsing and Selecting Vehicles

Our platform allows Guests
to search listed vehicles in our catalogue across multiple criteria, including price, location, car type, rating, and other relevant
parameters. Although listings on our platform change over time, there are generally a wide variety of vehicles available to Guests, including
numerous options for compact cars, sedans, SUVs and oftentimes luxury, electric, or other premium vehicles; many listed vehicles have
specific features, such as luggage racks, extra trunk storage, children’s car seats and other criteria that Guests find desirable
for specific use cases (such as, for example, a weekend get-away trip, moving homes or a family vacation). The density of vehicles available
to Guests across cities within our current markets, particularly in the largest urban areas, enables most Guests to identify and book
vehicles at locations close to their homes or workplaces. The platform also allows certain highly-ranked Hosts to provide Guests an option
of doorstep delivery, therein providing incremental last-mile convenience to the Guest. Guests can observe reviews by other Guests when
choosing vehicles, which helps to further build out a community of trust and transparency between Guests and Hosts.

Bookings

Guests book and pay for
the use of vehicles directly through our platform through our mobile applications (Android and iOS) or website. We refer to a scheduled
trip or other vehicle use case (e.g., booking a car for a three-day leisure outing) as a “trip,” and a trip arranged
through our platform as a “booking.” We consider a trip booking process to be complete when a Guest selects a listed
vehicle for a trip and pays Zoomcar the upfront portions of the total trip fees, as further described under the heading “Payments/Revenues”
below. Guests can view upcoming and past bookings within our app and can also extend or modify bookings through the platform (with associated
fees, as applicable). Guests can also start and end bookings remotely from their mobile app and have opportunities to accumulate or redeem
rewards and incentives associated with trips they complete with booked vehicles, as further described below.

Trips

Once a Guest has booked
a vehicle, the Guest receives information from our platform to access the vehicle and start their trip. To access the booked vehicle,
the Guest most commonly unlocks the booked car through a keyless entry process connected to the in-vehicle hardware installed on the
Host vehicle. Our mobile apps enable Guests and Hosts to communicate via messenger and email as necessary to coordinate any logistical
details or answer any other related question. Once a trip is complete, the Guest must return the booked car in the same condition as
when the trip commenced and pay any additional associated fees that were not due upon booking, such as fuel charges or vehicle damage
penalties.

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Payments/Revenues

Guests pay Zoomcar certain
fees upon booking a vehicle. These fees typically include an “upfront booking fee” (less any applicable discounts and credits),
a trip protection fee and a platform convenience fee. Other charges, such as fuel refilling or vehicle damage related charges, if incurred,
are paid by Guests upon trip completion. We currently accept online payments via credit card debit card, online banking, and digital
payment alternatives such as UPI (in India) and other digital wallet platforms. We plan to accept additional forms of payment as new
digital payment modes become available in our market.

We refer to the total payment
from a Guest in respect of a completed trip as the “Gross Booking Value” or “GBV”; we use “Average Transaction
Value,” or “ATV,” to refer to the average GBV per booking during a particular time period and “booking days”
to refer to the total days (24 hours, measured in minutes) during a given measurement period that one or more vehicles on our platform
is booked and used for a trip. Certain portions of the GBV associated with each trip are paid 100% to the Host (e.g., fuel costs) and
other portions are retained 100% by Zoomcar (e.g., value added trip protection fees); the balance of fees paid by Guests are apportioned
60% to the Host and 40% to Zoomcar. For more information on allocation of revenue between Hosts and Zoomcar, please see the section titled
“Management’s Discussion and Analysis - Standard Booking Flow.”

Rewards and Incentives

We utilize certain rewards
and incentives to encourage repeat and incremental transactions on our platform. For example, Guests that refer new customers to Zoomcar
receive redeemable credits when new users complete bookings; These credits are also issued as a part of loyalty program which involves
discounts or credits offered to Guests that they can redeem when booking subsequent trips on our platform.

Industry and Consumer Preferences

Our platform is designed
around consumer preferences and aims to provide smart transportation solutions within urban communities across emerging market countries.
Mobility options are currently limited in the markets we serve and the transportation options that are currently available are often
outdated, expensive and, in many cases, inflexible and inconvenient for short-term needs. Our business model and platform offerings continue
to evolve with changing consumer expectations and the observable shift in emerging market populations toward personalized, digitized
goods and services offered on-demand. We believe that our positioning in most major cities in India, together with our scalable technology
and platform features, make Zoomcar well-positioned to continue attracting customers from addressable markets with few parallels in terms
of scale and size. As further described below, based on publicly available population and economic data published by the United Nations,
Fitch and other sources, coupled with Zoomcar management estimates informed by professional experience, as of March 31,2025, our platform
has a serviceable addressable market in emerging markets of approximately $25 billion, assuming a penetration rate of less than 25% among
potential customers expected to fall within certain demographic parameters, and a total addressable market of $108 billion in emerging
markets, assuming broader adoption across a potential customer base that includes Hosts and Guests across the 25 countries we identify
as our potential target markets. Based on the estimates and the bookings catered by our platform we estimate that the size of the total
addressable market in India is $43.2 billion, and hence, at present we are focused on investing our technology and financial resources
in India. Currently all of our revenue is derived in India and as of the date of this Form 10-K have ceased operations outside India.
There is no guarantee we will be able to expand into any additional markets or raise significant revenue in any new markets in which
we might operate in the future.

Limitations of Current Mobility Offerings in Emerging Markets

With the rapid transition
to digitally enabled consumer services, the limitations of the present mobility options in emerging markets have become more apparent:

●
Personal car ownership
is expensive, inefficient and not scalable for most of the urban population. Publicly available predictive demographic data suggest
that, by 2025, there will be an estimated population of 1.8 billion across “our target urban centers within these emerging
market countries,” defined to include 25 countries located within Southeast Asia, countries situated in and around the Middle
East and North Africa, Latin America and Central Asia (“MENA”), with corresponding vehicle ownership which we
estimate (assuming a 5% compound annual growth rate) to exceed 200 million cars across our target emerging markets during the same
time period. Even with this seemingly large number of cars, personal vehicle ownership rates currently remain below 10% across a
majority of our target emerging markets economies. Further, in contrast to Western markets, owning a car in emerging markets can
be prohibitively expensive relative to average incomes. High import duties and excise taxes in many emerging markets contribute to
expensive upfront vehicle prices. At the same time, the used car market in emerging markets remains largely decentralized, unorganized
and offline, thereby making it more challenging for consumers to obtain transparent, affordable pricing for quality vehicles. Additionally,
the vehicle financing market remains largely undeveloped in our target emerging markets, as interest rates may be between 10% and
15%, with many financiers requiring down payments of 20% to 30% or higher. Additionally, even traditional car leasing options are
in short supply in many emerging markets given the relatively high interest rate environment and lack of robust, reliable credit
data, combined with other barriers to entry that may be presented by local regulatory considerations.

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●
Ride sharing solutions
(similar to Uber or other local market equivalent) cover very different consumer use cases and do not meet longer-distance travel
requirements. Ride sharing solutions generally serve limited use cases that are focused on intra-city point-to-point travel.
We believe the majority of ride sharing use cases are for trips under 15 miles, above which the pricing becomes unattractive to most
consumers, as pricing models need to take into account the costs associated with the driver’s return trip, which we believe
may add between 20-30% to the overall trip price. In addition to being a more cost-effective alternative to ride sharing, we believe
that car sharing offers advantages relating to autonomy, privacy, convenience and comfort. Moreover, the range of vehicle options
available through a car sharing platform greatly outweigh those options available under a ride-hailing option.

●
Traditional car rental
and chauffer services in our target emerging markets are generally unorganized, largely offline, and oftentimes still come with a
driver included. A collection of smaller, largely offline operators provides car rental services to the end consumers needing
cars for personal use in our target emerging markets. In the absence of traditional car rental companies, these local “mom
and pop” providers offer less standardized services that do not provide the driver with significant choice or price transparency
(e.g., many still require an upfront cash deposit). Additionally, the offline providers typically do not have broad local presences
and are thus unable to offer value added services like home delivery or flexible vehicle extensions. The unorganized rental providers
also focus on offline fulfilment which is not digitally enabled and therefore require significant manual intervention to start the
trip. A final key distinction with traditional car rental service providers in our target emerging markets is that many remain focused
on providing the vehicle alongside a chauffeured driver, thereby adding to the expense of the car use.

Evolving Consumer Expectations

In parallel with the limitations
of present mobility options in our target emerging markets, consumer expectations are also evolving, with discernible and dynamic shifts
among tech-enabled emerging market populations. The following are some key developments that Zoomcar management views as shaping current
evolutions in personal mobility:

●
Mobile-app-based, on-demand
solutions offer improved levels of customer convenience and flexibility. Over the past decade, mobile technology usage has proliferated
across our target emerging markets, and we believe consumers now expect digital access to a wide range of goods and services including
dining, personal shopping, travel and tourism, hospitality and entertainment services. Industries that were once largely offline
have become more digitally connected to their end consumers, thus creating expectation among consumers of on-demand access to transactions
and services. Successful businesses have effectively leveraged technology to provide personalized, dynamic experiences that adjust
to meet the ever-evolving needs of the consumer.

●
Consumers have come
to expect seamless, frictionless mobility options as the default across our target emerging markets. We believe on-demand, hyper-local
mobility options are becoming readily available, standard experiences for consumers. Micro-mobility options, such as scooters and
point-to-point cab trips (ride-hailing) are examples of transportation services that have become or are becoming digitized across
emerging market cities. As these trends continue, we believe consumers expect agile, convenient modes of transportation, in contrast
to legacy chauffeur driven or traditional rent-a-car services. We believe that consumers are increasingly expecting a digitally enabled,
frictionless travel experience representing a fundamental paradigm shift from just a decade ago when consumer travel experiences
such as ride-hailing and car rental tended to occur primarily offline. The new mobility services of recent years help offer the consumer
exceptional convenience with greater flexibility and affordability. We believe the fundamental insight behind these newer platforms
is that today’s consumers value access over ownership and prefer to save time while also enjoying more personalized experiences.

●
Solutions combining
micro-entrepreneurship and efficient use of assets at scale are gaining momentum. In recent years, we believe global technology
platforms have consistently offered individuals more opportunities to participate in their “scale-up” journeys. Mobile
apps focusing on consumer services offer individuals an opportunity to rent out or sell products as part of their broader marketplace
participation. These platforms allow individuals to essentially grow and scale a business on the applicable platform. Combined with
trends toward more flexible working arrangements following the COVID-19 pandemic and less commuting, individuals are able to leverage
additional available time by collaborating with a technology platform on bespoke entrepreneurial arrangements.

●
As urban incomes across
our target emerging markets rise, domestic tourism is also flourishing. Among the more pronounced macro trends across our target
emerging markets during the past decade is what we believe to be the increasingly high urbanization rates in the largest emerging-market
cities. During this time, populations in these cities have generally trended younger, with a strong emphasis on upward mobility.
Zoomcar believes that the trend towards domestic, short-term travel will continue, given the increased emphasis on domestic travel
destinations for consumers across our target emerging markets.

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Market Opportunity

Transportation ranks among
the top household expenses across emerging markets, representing, in many cases, as much as 20% of average annual income per household.
As a peer-to-peer car sharing platform that emphasizes convenience and affordability for Guests and income-generating potential for Hosts,
we believe that our scalable platform is well-positioned to provide mobility solutions to Guests and Hosts across the markets in which
we currently operate and those in which we may operate in the future. Zoomcar management evaluates potential revenue opportunity for
our platform in terms of serviceable addressable market, representing an estimate of total potential platform revenue opportunities,
assuming, among other inputs, that a portion of the aggregate population meeting certain core demographic criteria described below engages
in transaction on our platform, and total addressable market, representing an estimate of total potential platform revenue opportunities,
assuming, among other inputs, that the entire population meeting the core demographic criteria engage in transactions on our platform.
Our estimates of serviceable addressable market and total addressable market are based on a number of assumptions, discussed in greater
detail below, many of which are forward-looking and are premised on facts and circumstances that may or may not reflect actual results.
In addition to incorporating Zoomcar management assumptions based on industry knowledge and professional experience, our addressable
market estimates reflect publicly-available demographic, economic and transportation-related information published by the United Nations,
Fitch and other sources.

Serviceable Addressable Market

We regard serviceable addressable
market as an indicator of our near-term or medium-term revenue potential based on our current platform offerings, subject to various
contingencies and assumptions. Zoomcar management estimates our annual global serviceable addressable market opportunity to be approximately
$25 billion, taking into account publicly-available demographic and other predictive population data and assuming that, within the same
time period, our customer base expands to a total of 75 million Guests from among the total estimated population expected, by 2025, to
have the following attributes (collectively, our “core demographic criteria”): residing in an urban center within one of
Zoomcar’s 25 potential emerging market countries; having annual reported income within the top 65th percentile within the country
of residence; between 18 and 50 years of age; and holding active drivers licenses. Based on publicly-available demographic and economic
data and Zoomcar management analysis, 310 million people across our target emerging markets was expected to meet these demographic criteria
by 2025; we estimate, for purposes of serviceable addressable market, that approximately 24% of this total population cohort, or 75 million
persons, can now book vehicles on our platform by 2025. We have also assumed, for purposes of estimating serviceable addressable market,
that, for year ended on March 31 2025, our ATV was $60 of which Zoomcar’s revenue share of total GBV is ~45%. Our estimate of
serviceable addressable market is not a forecast or prediction of Zoomcar’s expected operating results and is merely an estimate
of Zoomcar management’s view of our addressable market, assuming, among other things, availability of quality vehicles, participation
in our platform by Guests and Hosts, consistency of economic, global health and other conditions that affect our business, our customers
and the markets in which we operate.

Total Addressable Market

We view total addressable
market as an estimate of our platform’s total revenue potential by 2025, reflecting publicly-available demographic and economic
data, as well as management estimates informed by industry knowledge and professional experience. Based on the bookings served on our
platform and management estimates that, our annual global total addressable market opportunity has expand to approximately $108 billion
for the year ended on March 31, 2025, using the same broad-based criteria and methodology as our estimate of serviceable addressable
market, and assuming, for purposes of estimating total addressable market, that all of the persons expected to meet our core demographic
criteria in 2025 are Guests engaging in transactions on our platform. For Zoomcar to achieve results approaching this total addressable
market would require, among other things, expansion of our current platform functions and capabilities to meet a broader range of mobility
needs and use cases and significant increases in listed vehicles and density of listings, resulting in more bookings and increased booking
days by customers within our target emerging markets. As with our estimate of serviceable addressable market, Zoomcar management’s
estimate of total addressable market is not a forecast or prediction of Zoomcar’s expected operating results but is intended solely
as an estimate of the total market and revenues potentially available to us based on demographic data and management’s assumptions,
informed by professional experience and industry knowledge, without attempting to take into consideration the numerous additional factors
impacting our business, our customers and our target emerging markets.

Comparison to Western Markets

Compared to Western markets,
we believe our addressable market, and by extension, our total potential for revenue generation, to be larger than if we operated in
Western markets. Among the reasons for this belief, the infrastructure, traffic challenges and low vehicle ownership rates among emerging
market cities and populations create a broader need for shorter-distance transportation solutions in emerging markets, where current
offerings tend to be more expensive, less flexible and less personalized than booking a vehicle through our platform to meet specific
travel needs.

5

Zoomcar’s Platform Solutions

We believe Zoomcar is positioned
to lead a shift in emerging market mobility solutions to a digitally enabled, hyper-local, personalized service offering for end consumers.
Through our car sharing marketplace, we are pioneering a form of mobility offering that connects Guests with a network of privately owned
vehicles from which they can select cars and Hosts that align with specific, short and medium-term travel needs. Zoomcar’s hyper-local,
peer-to-peer car sharing marketplace provides Guests with an affordable and flexible way to access the convenience of having a private
car of their choosing without the expense of having to purchase or finance and maintain a vehicle. Our platform also provides Hosts with
the ability monetize otherwise underutilized assets, thus facilitating micro-entrepreneurship through a socially-conscious, community-based
asset-sharing model.

●
Economics: Affordable
for Guests and Income-Generating for Hosts. For many Guests, we believe that owning a car is not economical, given prohibitive
vehicle pricing in our target emerging markets, coupled with lack of financing opportunities and limited pre-owned vehicle markets.
Instead of buying a car that, for most consumers is likely to sit idle during large portions of a day (e.g., in a parking lot during
working hours), and even more likely to be underutilized among emerging market customers in view of constraints arising from prohibitive
traffic patterns and poor infrastructure, our platform offers Guests the opportunity to temporarily use a car on an as-needed basis,
paying only for use of a car as required. For Hosts, Zoomcar’s platform provides the chance to offset some of the cost of vehicle
ownership through income generation opportunities. Our platform, through its flexible, multi-purpose technology, is also able to
identify times when a Host is most likely to profit from car sharing and highlights these entrepreneurial opportunities to allow
Hosts to optimize pricing for bookings, thereby assisting Hosts in maximizing income generation by listing vehicles on our platform.

●
Flexible Use Cases.
Our platform allows Guests and Hosts to tailor and customize the way cars are used. Longer car trips (above 15 miles), which
are not economical through ride sharing services, represent the vast majority of bookings on our platform. However, given the numerous
listed vehicles distributed across nearly all parts of our most populous urban markets, our platform also enables users to book cars
for shorter, intracity errands or short-duration leisure trips. Our platform also enables Guests to transition seamlessly from short
duration usage to long duration usage depending on the Guests plans, thus removing the rigidity that comes with a rental car or chauffeured
transaction.

●
Accessibility and Ease
of Use. Our online, app-based platform allows Guests to set up accounts and transact in just minutes. Through a higher personalized
search function, which can filter results by price, location, type of car, rating and other salient features, Guests are afforded
the ability to bypass tedious phone calls with agents and waiting times that are associated with traditional car rental. Hosts are
able to install our keyless entry devices within their vehicles at one of our authorized installers in under an hour and can effortlessly
optimize their vehicle pricing and specific listing terms, thus becoming the Hosts’ “back office” for their car
sharing.

Competitive Advantages

Zoomcar’s primary
value proposition as a platform stem from the incredible depth and breadth of vehicles offered to Guests combined with an innate ability
to provide consistent hyper-local convenience and flexibility across each transaction:

●
Unique Inventory. As
on March 31, 2025, we had approximately 542 vehicle models that were listed on our platform by Hosts at thousands of pick-up
locations mainly in India (which was our main market and is currently our only market). The number, size, model and makes of the
vehicles listed by Hosts change from time to time but generally include a wide range of different vehicles, including SUVs, compact
cars, sedans and electric vehicles. As of March 31, 2025, around 49% of our GBV was generated by trips booked with SUVs or
other premium-segment vehicles and around 61% of GBV was generated from trips involving newer-model cars (manufactured in 2022,
2023, 2024 and 2025).We believe that the volume and diversity of vehicles offered by Hosts through our platform is one of our greatest
assets in attracting Guests, particularly when contrasted with the cars that tend to be available through many traditional car leasing
businesses in our core markets, many of which offer a more limited selection of vehicles. By offering Guests greater choice, convenience,
flexibility, and comfort, we are able to reinforce positive associations with our brand and are more likely to receive positive feedback
from Guests, who, consequently, are more likely to remain loyal to our platform once they have had a positive experience with a first
booking or initial trip.

●
Convenience. The
number of Host vehicles available on our platform, as well as the high geographic concentration of such vehicles, particularly in
the largest urban areas in which we operate, maximizes Guest convenience by reducing travel time to vehicle pick-up locations. Even
if part of an individual’s travel plan involves other modes of transportation such as plane travel, Zoomcar’s substantial
presence in the urban areas where we operate make our platform a good option for seamless last-mile connectivity. Further, our strong
hyper-local proximity helps unlock a litany of shorter-duration, in-city use cases that encourage more frequent platform usage and
complements robust organic demand for longer-duration, out-of-city travel. Strong vehicle density also helps enhance overall demand
(particularly related to augmenting demand for shorter duration weekday use cases) for car sharing in our core markets, as it dramatically
helps improve the convenience of the platform. As our platform increasingly benefits from network effects, we expect to further improve
listed vehicle density in our largest cities.

●
Affordability. Compared
to more traditional transportation offerings in our target emerging markets, such as chauffeured car services, we believe our platform
offers an economically better value proposition to our Guests. For example, depending on the distance and use case, we estimate,
based on our experience and customer feedback, that the cost of booking a mid-range priced car on our platform would cost significantly
less than it would cost to rent a chauffeured car for the same trip. As our marketplace continues to grow, we believe that our platform’s
affordability advantages over alternative mobility solutions will continue to improve, due to increasing numbers and varieties of
vehicles being offered to Guests at a broader range of prices.

6

●
Customer Loyalty. We
have a highly engaged community of Hosts and Guests, many of whom regularly share their feedback on our platform. We monitor platform
feedback on an ongoing basis, and the input we receive from Hosts and Guests informs us of the ways in which we continue to evolve
platform tools and functionality. We track Host and Guest bookings over time and use the data to determine incentives and rewards
and to develop customized offerings upon subsequent bookings. Highly-ranked Hosts have access to particular benefits that are intended
to reinforce their continued participation in our marketplace, including by opening to them additional price optimizing and revenue-earning
features. Guests, in turn, also receive rewards and benefits based on repeat bookings. Our referral program, which is currently offered
to Guests and Hosts, rewards existing customers for bringing new customers to our platform.

●
Culture and Team. Our
team’s commitment to building a marketplace to facilitate better use of personal vehicles through car sharing is critical to
our success. Our management team has deep domain experience across marketplaces in our core geographies and the largest addressable
markets, including India and Southeast Asia. Over the years, we have been recognized by several publications for our employee-centric
work culture, and we view our retention levels, particularly in technical roles, as an indicator of the strength and longevity of
our team.

Our Technology

The backbone of Zoomcar’s
peer-to-peer car sharing platform is our technology - a mobile-focused platform that connects Hosts and Guests and enables
them to transact in a customer feedback-informed marketplace designed to make better use of community resources. Our applications leverage
data science, machine learning and advanced computer vision capabilities to offer Hosts real-time dynamic pricing capabilities, algorithmically
designed ratings-based listing positioning and enhanced protection through image recognition technology, among other features. With Zoomcar,
Hosts enjoy significant flexibility in listing their vehicles and dynamically adjusting availability and price. The platform also provides
Hosts with powerful tools that help them to understand Guest demand at a granular, near-real-time level so they can better optimize their
offering to prospective Guests. Guests, in turn, are able to search listings by vehicle type, location, price, trip types and other categories
to identify cars to fit specific needs. Our platform does not restrict use cases and, instead, allows for a wide array of trip lengths
ranging from a few hours up to several months.

Core Platform Technologies

Our platform technologies
are comprised of several key elements that underpin the essence of the customer experience that our platform provides for Hosts and Guests:

Catalogue and Filtering.
We structure our listed vehicle “catalogue” in a manner designed to allow Hosts to easily add new vehicle listings and
which places listed vehicles in the categories designed to enables Guests to search for cars that meet their needs quickly and efficiently.
The vehicle catalogue is highly personalized for each Guest based on previous booking and search history on the platform, thereby augmenting
the likelihood of an ultimate booking conversion.

Search and Sort Relevance.
Our search-and-ranking-based algorithms are powered by back-end data science models that take into consideration Guest preferences
based on historical bookings, combined with most-recent search data. The overarching system goal is to improve Guests’ search experience
to aid the platform to convert searches into bookings. Among the key variables that our search-and-ranking-based algorithms take into
consideration are a Guest’s desired booking timeframe, location, vehicle category, duration, and price point.

Pricing. Our pricing
engine is highly dynamic and is layered over our Host-selected pricing and discounting capabilities to create a more optimized overall
Host earning experience. This dynamic pricing engine complements a core platform pricing structure that allows, and recommends, Hosts
to set minimum and maximum prices for their platform listings. This pricing engine helps the host to maximize earnings on the platform
and provides them with a powerful tool to best position their listing(s) relative to other Hosts on the platform.

Ratings and Review.
Our rating and review system is connected back to our search-and-ranking-based algorithms in order to provide a more holistic, more relevant
overall search experience for the Guest. By combining Host ratings and reviews into our overall search-and-ranking-based algorithms,
the platform is able to highlight particular Hosts who are more likely to deliver a better overall booking experience to the Guest. Prominently
featuring highly rated Hosts helps to ensure a high-quality assortment of options for Guests and helps inculcate more platform trust
and transparency. In turn, this helps to improve the Guest’s booking conversion on the platform. By indexing strongly toward highly
rated Host listings with positive reviews at the top of our search algorithm, Hosts are strongly incentivized to keep delivering a stellar
booking experience for the Guest. We believe that incorporating ratings and reviews prominently into our search-and-ranking-based algorithms
also creates an opportunity to build a stronger long term brand loyalty with the platform.

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Payments. We accept
payments from Guests through various third-party payment platforms, including debit cards, credit cards, online banking, and digital
wallet-based payment methods, to book vehicles. Further, to account for occasional hold-ups in processing payments that occur from time
to time in our target emerging markets, our back-end payment processing tools incorporate an automatic retry framework combined with
a dynamic switching engine when payment success rates are low on a particular payment gateway. Regarding our Hosts, we have designed
our payment system with a view towards prompt disbursement of funds, which Hosts usually opt to receive via direct deposit into the Host’s
bank account. Hosts are generally paid promptly following the completion of a trip by a Guest.

Risk and Oversight. Our
driver score combined with our machine-learning-based risk models help to customize and personalize the trip protection fee for each
booking. Drivers scores for Guests also form the basis for our determination, from time to time, though infrequent, whether a Guest must
be permanently expelled from our platform because of behavior that does not comport with our policies, terms and conditions or that may
be detrimental to our trust-based community. Our customized computer vision capabilities also allow us to match images of a Guest based
on multiple forms of government identification at the time of Guest onboarding, upon a Completed Booking and upon commencement of a trip
or use case, which provides another safety and accountability “check” for the benefit of platform participants.

Communication. Our
communication platform allows for a dynamic customer engagement through SMS, WhatsApp, push notification and email to connect with Guests
and Hosts based on specific parameters developed based on customer segment data. Our platform also provides capabilities for direct communication
between a Guest and a Host, which we believe increases overall trust on the platform and which can help maximize convenience if bookings
require adjustment or, for example, if Guests have trouble locating or returning vehicles or in the event a repair or safety question
arises.

Photos. Our platform
encourages Hosts to take high-quality images of their vehicles in order to create compelling listings intended to attract bookings. Guidance
and instruction on taking and uploading high-quality images and creating vehicle listing descriptions likely to attract Guests are provided
to Hosts through our platform as part of the onboarding and listing process. The platform also shares Guest-sourced image-quality feedback
directly to Hosts to help improve the overall quality of the images associated with particular vehicle listings.

Data and Tracking

At the core of our custom-built
tools and machine-learning-driven insights is our proprietary data collected from millions of trips completed since inception. We use
the data that we collect from Hosts and Guests to inform us of our evolving platform functionality to meet customer needs and preferences.
For example, our platform provides Guests with personalized pricing and specific catalogue-based recommendations depending on the Guest’s
prior search and booking history. For Hosts, Zoomcar offers specific pricing and discounting recommendations to help them maximize earnings
on the platform.

Most of our driver data
is collected via the customized software-enabled devices that we recommend to Hosts as part of the onboarding process. Zoomcar recommends
the Host visits a Zoomcar pre-approved service location to affix the device prior to their vehicle listing.

The devices also facilitate
24/7 GPS monitoring by Zoomcar of in-trip vehicles. GPS tracking is critical to our ability to offer Guests roadside connectivity assistance
services (as further described below) and to help identify and resolve problems in the event of an emergency or damage to a Host vehicle.
Through this GPS monitoring, our propriety technology collects the driving data we use to customize, and continually improve, our platform
tools and capabilities.

Platform Participants: Hosts and Guests

Zoomcar has built a leading
sharing marketplace currently in India. Our peer-to-peer platform connects Hosts and Guests through our marketplace and enables Guests
to book from a wide variety of vehicles that are conveniently located in their community. As of March 31, 2025 we had approximately 40,221
registered Host vehicles and 4.04 million active Guests (defined as unique Guests who have searched our platform for vehicles or bookings
within the preceding twelve (12)-month period at least one time) participating in our marketplace.

Hosts

Our platform provides Hosts,
whether they own a single car or several, to realize their entrepreneurial potential and obtain a new form of financial independence.
We provide a way for Hosts to generate income from their underutilized vehicles. The following are some of the most typical categories
of Hosts using our platform:

●
Retail Hosts. Many
Hosts list a single car on the Zoomcar platform with the objective of using car-sharing income as a way to reduce their monthly costs
associated with car ownership. We refer to such Hosts as “Retail” Hosts. For these Hosts, their monthly vehicle usage
is generally low and, therefore, they look to monetize the vehicle’s downtime through listing on the Zoomcar platform. This
provides them with an incremental monthly income to supplement their full-time employment. The majority of Zoomcar’s active
hosts fall under the category of Retail Hosts.

8

●
Entrepreneurial Hosts.
We refer to Hosts with two to 10 listed vehicles on the Zoomcar platform as “Entrepreneurial” Hosts. Many of these Hosts
started out listing just one vehicle part-time and, over time, have come to regard our marketplace as a place where they can fulfil
their entrepreneurial ambition and earn a consistent income. In many instances, these Hosts use the Zoomcar platform as an opportunity
to build their own small business within their own neighborhoods and broader communities. Over time, Entrepreneurial Hosts may establish
long-term “fleets” of vehicles and many Entrepreneurial Hosts may become experts in leveraging Zoomcar’s platform
tools and recommendations to further maximize the income they can generate from the platform. While a minority of Zoomcar’s
active hosts fall under the category of Entrepreneurial Hosts, these Hosts do contribute to a majority of Zoomcar’s bookings
and overall business volume.

●
Professional Hosts.
Professional Hosts list more than 10 cars at a time on our platform. Their participation in our marketplace often supplements a small
offline rental car operation or a group of vehicles part of a prior rental business, most commonly in more tourist-centric locations.
For these Hosts, Zoomcar’s marketplace allows them an opportunity to increase fleet utilization and earn incremental income
on their broader vehicle portfolio. Professional Hosts do not typically start as retail or entrepreneurial Hosts and are typically
onboarded through offline business development channels and use our platform as incremental lead generation. Less than 1% of all
Zoomcar Hosts currently fall under the category of professional Hosts.

Benefits to Hosts

Our goal relative to Hosts
is to make our platform as easy and efficient to use as possible, so that Hosts can quickly create new accounts, add vehicle listings
and generate income from bookings. Following are key elements of the benefits our platform provides to Hosts:

●
Income Generation.
Our platform represents a marketplace of engaged Guests to which Hosts gain access when they complete our on-boarding process. Instead
of leaving vehicles idle, car-owners in the emerging markets in which we operate can monetize underutilized assets in a process designed
to be seamless and frictionless for Hosts. As illustrated by the example set forth above, revenues to Hosts generated through our
platform can accumulate quickly and, in many cases, may not only significantly offset the costs associated with owning a personal
vehicle but also represent a major potential source of income when compared to average annual income per capita in certain of the
emerging markets where we operate currently, such as India. In many instances, the Host’s earnings through the Zoomcar platform
are able to supplement other earnings they might enjoy from participating in other shared economy platforms.

●
Scalability and Flexibility.
Our platform is designed to allow Hosts flexibility, with increasing numbers of customizable tools and functionality to accommodate
Host preferences and maximize opportunities for income generation and mutual benefit. Zoomcar allows Hosts to customize their pricing
and vehicle listing preferences along with the vehicle specifications that Hosts include for listing in our catalogue. Hosts can
list multiple vehicles simultaneously and manage listings and bookings by mobile app or on our website.

●
Ease of Use. As
our business model depends on Hosts listing vehicles on our platform, making onboarding, listing and payment processes seamless and
frictionless is a major focus of our development efforts. Our platform allows Hosts to begin monetizing their vehicles from the date
they register on our platform. We also provide Hosts with information, updated as our technology continues to evolve, on how to build
a successful business utilizing our platform.

●
Community Ecosystem.
Our ratings and feedback processes, together with continuous monitoring of the usage of our platform, contribute to the sense
of community and mutual trust that our platform participants value. We aim for continuous improvement and to be of service to the
communities in which we operate by providing entrepreneurial pathways for Hosts and shared personal vehicles for Guests that did
not previously exist.

9

Platform Features for Hosts

Our platform currently provides
an Android mobile application, an iOS mobile application, a website, and other associated digital tools designed to facilitate our Hosts’
ability to earn income through our marketplace. Zoomcar continues to invest in efforts to enhance our capabilities and intends to keep
building incremental tools and developing functionality that will provide value to our Hosts and improve their experience using our platform.

●
Seamless Onboarding.
We aim to make the onboarding and listing process efficient and easy for Hosts to register on our site, have their profiles verified
and then onboard, and ultimately listed, on the platform. Standardized IoT devices are provided by Zoomcar to Hosts to affix to vehicles
to allow for a keyless, digital guest entry to more seamlessly fulfil bookings.

10

●
Listing Management.
Our platform technology includes tools designed to help Hosts create and manage their listings in a seamless, frictionless manner.
Currently available tools include timing selection, preferential bookings, optional messaging and other settings, discretionary pricing
and reward selection programs. Listing management tools are a major focus of our continued development efforts and we offer regular
updates to Hosts as new functionalities become available on a routine basis.

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●
Pricing Optimization.
Our core technology incorporates elements of dynamic pricing at an individual Guest search level, taking into account the duration,
lead time and general locational-based supply and demand on the platform. More recently, our platform began offering Hosts the ability
to set a minimum and maximum hourly booking price that adjusts based on the core parameters mentioned above as well as other variables.
The platform’s technology provides a recommended booking pricing range based on historical data factoring in the car type,
vehicle location, and Host rating. Along with this recommended pricing range, the platform also provides the Host with comprehensive
pricing analytics and broader demand-based visualizations by location so that Hosts can better customize their pricing to maximize
their earnings. In addition to this baseline pricing range, the platform also allows the Host to create flexible pricing offerings
such as specific duration-based discounts and last-minute booking convenience charges. Hosts can manage pricing offerings for bookings
on our mobile apps and website through their performance dashboard. This serves as a one-stop location for all host related analytics
and performance metrics (for each respective vehicle).

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●
Customizable Tools.
We offer certain highly-ranked Hosts the ability to offer doorstep delivery to Guests, allowing an associated higher booking
fee, when selected and, over time, we plan to introduce additional personalized services that Hosts can offer to Guests through our
platform. We are also building tools to allow entrepreneurial Hosts the ability to offer features such as a flexible one-way drop-off
to another city. We believe these additional personalized service offerings will be beneficial to Hosts and Guests alike and may
help Zoomcar increase penetration and market share by offering further transportation options to a more diverse set of customers.

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●
Entrepreneurial Host
Support. Our platform provides Hosts with a suite of tools to build supportive ecosystems around their vehicle businesses with
Zoomcar. These tools currently include performance analytics, Guest demand heat maps, sophisticated earnings calculators and vehicle
recommendations based on the Host’s personalized earnings history. This support in turn helps further grow the platform of
Hosts.

●
Damage Protection.
Each of our Guests is required to select a trip protection coverage package to be applied to the costs of repairs in the event a
Host vehicle is damaged during a trip.

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●
Host Support Services.
Zoomcar offers 24-hour support to Hosts through customer support centers and chatbots. The customer support particularly focuses
on any potential dispute resolution between Guest and Host (usually focused on trip level charges or fees applied post booking) or
any support in the event of an in-trip accident or breakdown.

●
Preferential Placements.
Top-rated Hosts qualify for special placement within the Zoomcar vehicle catalogue, ensuring that their vehicles are more prominently
and favorably displayed to Guests. In certain instances, highly-rated Hosts also qualify for certain platform badges and tags which
raise further awareness of those Hosts and their listed vehicles among Guests searching our platform.

Guests

During the year ended March
31, 2025, around 316,528 Guests booked approximately 678,708 booking days on our platform. The low average vehicle ownership
rates across Zoomcar’s core addressable markets, present us with opportunities to solve a variety of Guests’ transportation
needs through our platform. Guest “use cases” can be grouped as “in-city” and “outside-the-city”
trips. Examples of typical in-city use cases include short errands, airport pickup, work-related tasks, travel to events and social gatherings,
extended test drives and temporary vehicle repair replacement. Typical outside-the city use cases include vacation travel, religious
pilgrimages, visits to other cities and work-related site visits.

Benefits to Guests

Our platform mission relative
to Guests is to create a seamless, frictionless platform experience that makes account set-up and onboarding, browsing, booking and payment
processes as convenient as possible for Guests, building upon our customers’ expectations of personalized travel solutions accessible
through our digital platform. City dwellers in emerging markets currently face limited travel options, and we aim to provide community-based
solutions built upon a system enhanced by peer reviews and 24/7 support functionality.

●
Convenient Access. As
of March 31, 2025, Zoomcar had approximately 40,221 registered Host vehicles on its platform, with many of the densest urban
areas in the locations where we operate providing Guests with cars to book at multiple convenient locations of their choosing. Given
the infrastructure and traffic challenges in most of our core markets, our platform therefore offers travel solutions not currently
available when contrasted with unorganized, offline traditional car leasing businesses that tend to require Guests to travel to a
fixed destination that may be miles from where they live or work to even pick up the car that they want to use. Recently, some of
our highly-ranked Hosts have begun offering doorstep delivery options; in the future we expect to offer one-way bookings where vehicles
can be dropped off at a location other than the original pick-up location. The cars listed by Hosts on our platform also tend to
include a variety of vehicle makes and models, with many including specific add-ons useful to Guests for particular trips needs;
participation by our Entrepreneurial Hosts bolsters our ability to offer Guests an assortment of vehicles at consistent times. Instead
of being restricted to pricing models, advanced reservation processes and limited selection more typical of old-fashioned leasing
businesses, Zoomcar’s platform is more agile, personalized and suitable to the needs of emerging markets’ younger, tech-enabled
urban populations who demand more choice, convenience and flexibility.

●
Choice. Our platform
listings tend to include a wide variety of vehicle makes and models and participation by our Hosts bolsters our ability to offer
Guests an assortment of vehicles at consistent times. While exact vehicle selection varies over time, our Hosts regularly list compact
cars, sedans, SUVs, luxury, and electric vehicles, often with specific add-ons such as luggage or bicycle racks, extra storage, children’s
car seats, USB cables or other features that meet Guests’ specific travel needs. This diverse range of vehicle options allows
Guests to find the right vehicle for the right trip.

●
Community Input. Our
platform is oriented around customer feedback and Guests are encouraged to provide reviews of their booking experiences, which we
monitor and make public for the benefit of Hosts and other platform users. Transparency and trust are critical values to the Zoomcar
community, and we strive to monitor use of the platform in keeping with these principles, cancelling platform access in cases of
abuse of the platform or commission of bad acts during bookings. Consistently negative Guest inputs result in Hosts not receiving
prominent placement within Zoomcar’s vehicle search catalogue. Over time, this will result in materially fewer bookings for
that respective Host. We believe this is a strong inducement for the Host to perform their duties in accordance with the expectation
of the broader Guest community.

●
Frictionless Experience.
Our marketplace is set up to foster efficiencies of resource-sharing and maximize positive, frictionless experiences between
Hosts and Guest. We promote these values, and protect the privacy of Guests and Hosts alike, through our keyless entry system and
various communications features and settings. Hosts and Guests can exchange messages through our apps, to coordinate on certain details,
but there is no need for prolonged exchanges or negotiations, as pricing and booking details are confirmed before a trip begins.

●
Flexibility. Our
platform seeks to accommodate Guests’ changing travel needs through the design of our booking modification system, as well
as an in-trip extension offering. These features help ensure that the Guest has access to the vehicle for the exact amount of time
required, subject to vehicle availability. We also support a number of Guest payment options, including payment by credit card, debit
card, online banking, digital wallet and various other payment platforms, subject to availability in relevant markets.

15

Platform Features for Guests

Our platform provides a number of capabilities
and specific features to support Guests:

●
Accounts. We aim
to make it easy for individuals in search of vehicles to join our platform, but we also require community members who want to use
Host vehicles to provide basic identification and driver’s license information, which Zoomcar checks against publicly available
information for verification purposes.

16

●
Vehicle Catalogue.
Our platform is designed to provide vehicle-seekers with an exciting, engaging car browsing experience. Guests can search listed
vehicles by a variety of criteria, including booking price, location, car type, prior ratings and other parameters. Hosts are provided
with instructions and tips on taking and uploading high-quality images and preparing listing information so that Guests have information
and choice at their fingertips when searching our catalogue of available vehicles.

17

●
Bookings. Guests
select vehicles and pay for bookings directly through our platform on our mobile applications (Android and iOS) or website. We intend
for our booking process to be easy to navigate, and convenient to complete and we aim to provide Guests with visibility and transparency
into pricing, damage protection costs and the platform’s policies. We currently accept online payments via credit, debit card,
online banking or digital payment alternatives like UPI (in India) or other country specific digital wallet providers. As part of
our booking experience, Guests select from several trip protection options, at different price levels based on algorithmically-determined
formulae. Hosts and Guests in India (but not in the other countries in which we operate currently) enter into a contractual lessor-lessee
arrangement using “click-through” acceptance technology via our platform at the time of a booking.

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●
Trips. Guests can
view their upcoming and past trips within our app and can extend a trip or modify a booking based on their specific preferences.
Guests can also start and end their booking remotely from their mobile app via a seamless keyless entry process through in-vehicle
hardware equipped in the majority of Host vehicles. For airport bookings, Guests can request the vehicle at the terminal location.
Select high-rated hosts can also offer the Guests a doorstep delivery option for an additional fee set by the Host.

●
Messaging. Guests
can message Hosts through our app if additional information is required to complete a booking or if a mid-booking issue arises, which
can help reduce overall process friction. In-app messaging also allows Guests to communicate special requests to the Host prior to
the trip. Direct messaging between the Host and Guest help to dramatically smooth out any last mile challenges such as precise directions
to the vehicle, starting the vehicle, specific vehicle control usage, among others.

●
Support. Our app
provides Guests with instructions on our onboarding, booking (including booking modifications and extensions) and payment processes,
along with frequently asked questions; we also offer real-time customer support 24 hours per day, seven days per week by telephone,
email, social media, and, in some cases, direct chat. Connection to roadside assistance through most major providers in our core
markets is available for Guests through our app and we track Guest locations during trips using our GPS-connected hardware devices.

Environmental, Social and Governance (“ESG”) Attributes

Among the benefits associated
with our peer-to-peer car sharing model is our ability to make positive contributions to the communities in which we operate. At the
core of our mission is helping emerging market populations make better use of underutilized and scare resources. We also provide our
Hosts with micro-entrepreneurship opportunities and have established an international community built on shared benefits and feedback.
Our business model is also inherently sustainability-focused, as we are demonstrating to our customers and other observers how smart
car sharing is a viable and scalable solution to reduce the total number of vehicles necessary to meet transportation needs.

●
Community Impact. Our
platform affords Hosts opportunities to independently generate income and establish small businesses. Further, becoming a Host requires
relatively little time and effort and affords participants a certain level of autonomy and flexibility that resonates with individuals
compared to more traditional ways to supplement household income. Additionally, given that most completed trips are relatively local
and rarely international, the entrepreneurial opportunities we create generally result in income generated and spent largely locally,
within Guests’ and Hosts’ own community or adjacent neighborhoods, thereby potentially further benefiting other local
businesses.

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●
Mobility Access.
A significant portion of our Guests do not own a personal car, which we believe reflects, among other factors, the space and financial
constraints affecting urban residents of many urban markets. Our car sharing approach provides a more economical solution than vehicle
ownership for people who only need, or can only afford to obtain, access to a car on a short-term or intermittent basis.

●
Environmental Benefits.
Traffic and air pollution are commonplace in many emerging markets and environmental conditions are expected to deteriorate further
as population growth continues. Our fundamental proposition is to offer vehicle access to Guests who require it for a fixed, finite
interval, which is inherently more efficient than a personal ownership model. A sharing model such as our platform, in which costs
are directly correlated with utilization, discourages over-utilization of cars, thus reducing miles driven on a per capita basis.
A 2017 study by Transport & Environment, a leading European clean transport campaign group, suggests that car sharing platforms
may reduce the number of personal vehicles purchased by 5 to 15 cars per shared car in markets where car sharing becomes prevalent.
Accordingly, based on the huge volume of Hosts registered on our Platform we believe that our platform could have an effect of reducing
CO2 outputs. . Additionally, should the proportion of electric vehicles on our platform increase, we expect such increased
proportions, if any, would further impact the CO2 output that our platform can reduce. Furthermore, these positive effects would
be amplified if we are able to add more and more dense cities globally (such as Dhaka, Lagos, São Paulo and others), as the
usage per car per month on our platform would likely continue to increase.

The Zoomcar Network Effect

Our platform affords Hosts
opportunities to independently generate income and establish small businesses in high growth economies where jobs and resources remain
scarce relative to need. Further, becoming a Host requires relatively little time and effort and affords participants a certain level
of autonomy and flexibility that resonates with individuals compared to more traditional ways to supplement household income. Additionally,
given that most completed trips are relatively local and rarely international, the entrepreneurial opportunities we create generally
result in income generated and spent largely locally, within Guests’ and Hosts’ own community or adjacent neighborhoods,
thereby potentially further benefiting other local businesses.

Trip-based Vehicle Protection

One of the concepts fundamental
to our platform is that a Host should not be responsible for vehicle repair costs if the vehicle was damaged during a Guest booking.
At the time of a booking, our Guests select from several possible trip protection options at different pricing levels. In these packages,
Guest liability for vehicle damage costs is typically capped at a set amount depending on the coverage fee selected by the Guest. If
damage to a listed vehicle occurs during a booking, the Host completes any necessary repairs at pre-approved service centers and Zoomcar,
on a case to case basis, bears the repair costs which falls within a standardized pre-approved range. To date we have opted not to obtain
third-party insurance for Host vehicle damage or for Guest or Host theft or other losses, as we believe it is more cost-effective to
manage the associated costs in-house through the collection of the Guest’s trip protection fees. We will continue to assess this
determination as our business grows and evolves over time.

Our Growth Strategy

Going forward, we plan to
continue improving platform functionality and offerings to better serve the mobility needs of additional Hosts and Guests within our
current core markets. Improvement of the core product combined with the development of additional features will likely provide the greatest
sustainable growth lever to the platform. We believe that additional spending on sales and marketing efforts may be useful in these efforts,
as most of our platform expansion to date has resulted from word-of-mouth and brand reputational effects, as opposed to dedicated marketing
spend. While we are not currently looking to expand our operations, we expect to continue to assess expansion opportunities as they become
available to us over time and, in the near term, plan to continue focusing on our efforts to provide high-quality experiences for Hosts
and Guests, with expanding functionalities that we believe will, over time, further expand the variety of use cases for which Guests
rely on our platform. Some of the key elements of our near-term growth strategy include:

●
Evolving Platform Functionalities
to Capture Additional Bookings. We plan to continue improving our core product offering for both Guests and Hosts, incorporating
enhancements to our core technology and data science platforms to improve functionality and convenience for Guests, while also further
strengthening listing, monitoring, and customization experiences available to Hosts. We believe that such improvements will support
increasing levels of organic traffic to the platform and, in turn, increased volumes of transactions on the marketplace.

20

●
Increasing High-Quality
Listings. While the density of listed vehicles available in the largest urban areas where we currently operate has improved significantly
during the past year, we believe there is considerable opportunity to further enhance our offerings in such areas. Robust future
growth depends on our ability to continue attracting Hosts offering high-quality vehicles onto the platform. We plan to continue
our efforts to reward and encourage highly-ranked Hosts and expect to continue growing our Host referral program.

●
Encouraging Post-Booking
Engagement by Guests. At present, most Guests use our platform during discrete time periods, such as when planning a specific
trip. In the future, we aim to achieve greater post-trip and between-booking engagement with our Guests. Through awareness building
for a wider array of vehicle use cases, we believe that we can meaningfully deepen our Guest engagement following trips. Additionally,
as our “supply” of high-quality Host vehicles improves over time, we believe it will become apparent to Guests that they
can conveniently access cars in their neighborhood for a broader variety of purposes than just specific longer trips, hence stimulating
further engagement and more frequent bookings. Going forward, we expect to rely more heavily on rewards and loyalty programs intended
to further encourage post-booking engagement with our platform by Guests.

●
Expanding Use Cases
by Partnering with Adjacent Businesses. Considering the wide array of Guest use cases that our platform is able to facilitate,
it is essential that we continue to focus on bolstering our brand’s awareness to the wider consumer community. As part of our
strategy, we intend to explore an increasing number of strategic partnerships to improve our broader distribution with various potential
customer segments. To enhance our prospective Guest acquisition efforts, we consider it important to associate with partners who
have consistent access to key consumer segments. This will allow us to widen our reach and communicate more consistently with different
audiences of prospective Guests. This will also help the platform to better serve the increasingly mixed-use cases that are likely
to emerge as we continue to grow. Select prospective partners include, but are not limited to airlines, travel platforms, and accommodation
providers.

Marketing and Sales

While our current principal
sales and marketing activities are largely focused on encouraging incremental bookings and platform transactions among our existing Hosts
and Guests, we also selectively invest in certain brand awareness and advocacy efforts, such as partnerships with adjacent brands and
businesses, to help improve brand and platform awareness among new customers. For example, through our partnerships with dealerships
and service centers, Hosts are offered preferential financing and service packages, among other benefits. We also view our efforts to
encourage existing Hosts to share feedback with other platform users as part of our marketing efforts, together the with Host referral
incentives. Additionally, we encourage supplemental and repeat vehicle listing by Hosts through the tools we offer to maximize pricing
and revenue generation and by continually offering Hosts supplemental tips and instructions on creating successful vehicle listings so
that they are likely to enjoy more frequent bookings and, consequently, earn more from the vehicles they list on our platform. We have
a dedicated sales team that provides support to Hosts during the onboarding and vehicle registration process with a goal of ensuring
a positive, seamless process for Hosts, thereby encouraging Hosts to maintain existing listings for longer periods and also to list new
vehicles on our platform over time. In general, we view our efforts, including the creation of Guest ratings system and tags and badges
(e.g., “Five Star” reviews) and other functionality to encourage highest-quality offerings and behavior by our Hosts as ultimately
creating a self-perpetuating flywheel effect, as Hosts and Guests benefit mutually from increased platform transactions and high degrees
of satisfaction by all participants in bookings through our platform. With respect to Guest-oriented sales and marketing efforts, we
utilize certain paid media efforts, together with our Guest referral program, and new app installs and retargeting efforts, to attract
and retain Guests to our platform. The overarching goals of our marketing and communications programs are growing brand awareness and
creating Zoomcar advocates through the development and distribution of proprietary customer engagement content (e.g., destination/vehicle
photography and social media posts) that helps communicate the platform’s value proposition for both Guests and Hosts. We also
maintain a dedicated media and external communications team to help manage the brand’s reputation across the various public relations
mediums in our operating markets.

As a platform, we remain
intensely focused on our brand and our relative positioning across the ecosystem. As such, we rely extensively on user generated content
from both Guests and Hosts to help tell the story of the platform and communicate our core value propositions for both customers respectively.
From time to time, we partner with other third-party content creators to help further articulate our story to a wider audience of prospective
customers. We expect to continue this practice in perpetuity since we believe this helps spread the most positive word of mouth for our
brand.

21

Competition

While we maintain a leading
market share within digital car rental in India, potential competitors and competitive businesses can be assessed in multiple ways and
overall competition for our offerings increases dramatically if offline car rental and other non-car rental-based transportation alternatives
are considered as among our competitors. As we look to grow our business, we believe that our primary “competition” lies
in attracting and retaining Guests, while our prime challenge with Host acquisition and retention lies in building awareness around the
entrepreneurial opportunities tied to vehicle Hosting on a digital car sharing marketplace.

Competition for Hosts

As an early mover and among
the first to scale in India, we do not currently see any competition with other digital platforms or marketplaces as it relates to attracting
and retaining Hosts to share vehicles on our platform. Instead, our core challenge lies in building the initial brand awareness for the
category so that relevant, qualified individuals take notice of the economic opportunity tied to sharing their vehicle on a digital platform
such as Zoomcar. We believe that once individuals are made aware of the broader value proposition, our inherent platform strengths, including
core technology and product offering along with our associated guest booking scale should help provide the necessary incentive for Hosts
to join the platform and become part of our trusted community.

In certain cities in India,
prospective hosts commercially share their vehicle in an offline format without benefit of an organized platform. Through targeted communication
and outreach, we should be able to reach these potential users and communicate the platform’s core value proposition.

Competition for Guests

We compete to attract and
retain Guests that might otherwise utilize a variety of different competitive sources, primarily from offline, unorganized car rental
companies and from other transportation alternatives such as taxis and bus services. Compared to our offline, unorganized car rental
competitors, our primary differentiating factors tie back to our stronger depth and breadth of vehicle choice that is situated in denser,
more conveniently located urban environments. Combined with a wider range of pricing options and more personalized search and sorting,
we believe that we are better positioned to match the right vehicle to the right guest for the right use case. Our ratings and review
engine combined with 24/7 support provide an additional layer of support and reliability for our Guests compared to the offline, unorganized
alternatives.

While global car rental
operators like Hertz, Avis, Enterprise, Zipcar and Sixt do not currently operate in India, it is possible that they might enter or expand
in our markets, or that we may enter into their markets, at some time in the future.

Additionally, global car
sharing marketplaces such as Turo and Getaround do not operate in our current market. While their entry in our current market is possible,
at present, these companies’ core offerings tend to be less oriented towards emerging market customers, as compared to Western
guests, and to our knowledge, they do not yet have specific product customizations that are focused on the emerging market consumer.

If any of the global operators
mentioned above were to enter our core market, we believe we would compare favorably to their customer offerings based on multiple factors,
including that our platform permits localization and an easy-to-use customer experience, locally trained data models with personalized
recommendation engines, and local team members who have spent their entire professional careers building similar businesses in our core
geographies.

While we believe that we
compare very favorably against the potential competitors described above, we believe that our strongest Guest-based competition comes
in the form of other transportation alternatives such as mass transit, scooter/motorcycle, three-wheeler, or a chauffeur-driven car.
We believe that our ability to offer a wide array of prices that can accommodate different prospective Guest segments is a major potential
asset that we believe Favors our platform over these alternatives. Moreover, the convenience that comes from our geographical density
can also help attract prospective Guests who might otherwise consider other transport modes. Consequently, we believe that we can attract
a meaningful number of new Guests from these various other transport modes in the future.

Government Regulation

We are subject to a variety
of laws and regulations in India, which include, without limitation, motor vehicle related laws, regulations relating to e-commerce,
as well as those relating to intellectual property, consumer protection, taxation, consumer privacy and data protection, pricing, content,
advertising, discrimination, consumer protection, payments, distribution, messaging, mobile communications, environmental matters, labor
and employment matters, claims management, and anti-corruption and anti-bribery. These regulations are often complex and subject to varying
interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may change or develop
over time through judicial decisions or as new guidance or interpretations are provided by regulatory and governing bodies. However,
uncertainties regarding legal and regulatory frameworks and their application to our business are compounded by the fact that our current
peer-to-peer car sharing business model, which is facilitated through the use of our platform, is uncommon, if not unprecedented, in
India . See the section titled “Risk Factors - Legal and Regulatory Risks Related to Our Business,”
as our business is subject to certain legal and regulatory risks that could have a material impact on our business.

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Intellectual Property

Our business is dependent
on a combination of trademarks, patents, copyrights, domain names, trade names, trade secrets and other proprietary rights in order to
protect our intellectual property rights.

We currently have 21 registered
trademarks and 1 recent trademark application that has passed the formalities check and is now under further examination along with 3
trademarks at variance – refused, abandoned and opposed, 3 patent applications under the abandonment process, 1 patent application
in hearing and 1 patent application withdrawn in India; and 7 domain names.

Employee and Human Capital

Zoomcar focuses on building
and maintaining an open, diverse, and inclusive workplace that emphasizes a collaborative, cross-functional ethos that also reflects
the inherent interconnectedness tied to our core customer offering.

As of March 31, 2025, we
had approximately 141 full-time employees, including 65 employees in engineering and product, 72 employees in operations and support,
and 4 employees in sales and marketing. We also from time to time engage contractors and consultants for various durations to collaborate
with our more permanent staff on specific projects or matters.

Our Culture and Values

At Zoomcar, the consistent
focus on culture has resulted in the receipt of numerous awards over our history.

We focus our workplace culture
on adhering to “Five Commandments” that serve as our guiding principles:

- Empathize always

- Cross-train continuously

- Experiment daily and measure
holistically

- Forget the fear of failure

- Improve incessantly

We believe that by adhering
to these core tenets, we help ensure a stronger employee bond as we consistently work toward achieving our broader mission. These guiding
principles are also utilized to set employee performance ratings and compensation to further solidify the principles’ importance
within the broader Zoomcar cultural hierarchy of importance. We also expect our employees to embrace these core Company principles when
thinking about our customers (e.g., particularly regarding empathy).

Along with a strong adherence
to these core tenets, we also routinely solicit employee feedback through various engagement activities and through an annually employer
net promoter score (“eNPS”) survey administered by an outside third-party service, in order to ensure impartiality. These
outside eNPS surveys also contain qualitative inputs from employees which are reviewed by top management in conjunction with our head
of human resources on the same quarterly basis.

Facilities

Our principal executive
office is located in Bangalore, India. We believe our facilities are adequate and suitable for our current needs, and that should it
be needed, suitable additional or alternative space will be available to accommodate our operations.

Corporate Information

Zoomcar Holdings, Inc. is
a Delaware corporation. Our principal executive offices are located at Anjaneya Techno Park, No.147, 1st Floor, Kodihalli, Bangalore,
India 560008, and our telephone number is +9180488 21871. Our principal website address is www.zoomcar.com. Information contained
in, or accessible through, our website is not a part of, and is not incorporated into, this 10-K form.

Our investor relations website
address is https://investor-relations.zoomcar.com/. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K, proxy statements and any and all amendments thereto are available free of charge through our investor relations website
as soon as reasonably practicable after they are filed or furnished to the Securities and Exchange Commission (the “SEC”).
These materials are also accessible on the SEC’s website at www.sec.gov.

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