The following is a summary of the Company’s Atalaya Note payable for which it elected fair value option as on June 30, 2026 and March 31, 2025:

The Atalaya Note was initially recorded at the fair value of $10,167,194 on issuance. The Atalaya Note was issued at 7.5% discount on principal amounting to $632,596 and bears an interest of 8% and an additional interest on default of 8% compounded monthly.

Subsequently, the Company received notices from ACM Zoomcar Convert LLC (“Atalaya”) regarding equity line transactions and incurring debt without the Purchaser’s consent. Atalaya filed a case against the Company seeking relief from the above mentioned defaults. On March 28, 2025, the Supreme Court of the State of New York ordered the Company to pay the outstanding principal and accrued interest totaling $5,997,833, with additional interest at 9% per annum until full payment.

During the year ended March 31, 2026, the outstanding liability is $6,554,074, representing the outstanding principal, accrued interest and attorney fees and costs. The Company has recognized a loss on settlement of litigation of $12,000 in the Condensed Consolidated Statements of Operations on account of this.

On May 11, 2026, the Company reached an agreement with Atalaya to finalize the payment schedule for outstanding dues. The Company will pay $2,500,000 on or before October 31, 2026, in one or more installments. The remaining $3,500,000, along with accrued interest, will be settled through the issuance of equity on the same price and economic terms as those offered in any future financing round. The Company has also agreed to allocate 10% of the gross proceeds of any future financing round towards settlement of these dues. During the period ended June 30, 2026, the Company has paid $154,200 to Atalaya from the gross proceeds of the ongoing private placement offering. Refer Note 19 for details.

The change in fair value resulted in loss of $134,528 that is recorded for the period ended June 30, 2026 respectively (loss of $134,582 for the period ended June 30, 2025) in the Condensed Consolidated Statements of Operations (as no portion of such fair value adjustment resulted from instrument-specific credit risk). Also, refer Note 29.