(A) On January 23, 2026, Zoomcar Holdings, Inc. (the “Company”) filed a Current Report on Form 8-K announcing a voluntary offer to exchange multiple classes of its outstanding warrants for shares of the Company’s common stock. Under the offer, holders of each Common Warrant are entitled to receive 20,000 shares of common stock for each warrant tendered and accepted, and holders of each Series A Warrant, Series B Warrant, Pre-Funded Warrant, Bridge Placement Agent Warrant, Placement Agent Warrant and Series A Placement Agent Warrant are entitled to receive 10 shares of common stock for each such warrant tendered and accepted. The exchange offer is subject to customary terms and stockholder approval of an increase in authorized common shares and is intended to simplify the Company’s capital structure. The Company had previously extended the offer exchange period until June 30, 2026. Subsequently, the offer exchange period had been further extended and will terminate on August 14, 2026.

Concurrently, the Company also commenced a private placement offering of up to $5 million of units, each consisting of one share of Series A convertible preferred stock initially convertible at $0.05 per share of common stock and one warrant exercisable at $0.0625 per share of common stock, subject to customary anti-dilution adjustments, with a minimum raise of $2 million and proceeds intended for general corporate purposes, including working capital. On February 12, 2026, the Company filed an amendment to the Form 8-K to reflect revised terms, including the addition of an overallotment option exercisable by the placement agent for up to an additional $5.0 million of units, an updated offering termination date of March 31, 2026, and clarification that subscription funds will be returned if the minimum offering amount of $1 million is not achieved. Further, the private placement was extended multiple times and currently the termination date for this offering is September 04, 2026.

(B) On July 7, 2026, the Board approved the recommendation of the Audit Committee to make a one-time increase in the shares reserved under the Company’s 2023 Equity Incentive Plan to 30% of the Company’s fully diluted share capital, as determined on the later of July 31, 2026 or the closing of the ongoing exchange offer.

(C) On July 2, 2026, Zoomcar Holdings issued an unsecured convertible promissory note to Silvercrest Hybrid Capital LLC, for a total principal value of $120,000 at an original issue discount of $12,000, with 10% annual interest and a 12-month maturity. The note becomes convertible into common shares after 180 days or upon an event of default, at a conversion price equal to 73% of the lowest closing bid price over the preceding 15 trading days, subject to a 4.99% (up to 9.99%) beneficial ownership cap. The agreement also includes scheduled amortization payments from January to July 2027, restrictions on asset sales, and customary default, anti-dilution, and investor protection provisions. Upon an event of default, the holder may accelerate repayment or convert the outstanding amount into equity in accordance with the note terms.

(D) As part of the ongoing private placement of Series A units, the Company completed the fourth closing on July 27, 2026. The Company issued an aggregate of 498 Units for settlement of dues to certain vendors/noteholders/investors, consisting of 498 Preferred Shares to purchase up to an aggregate of 9,960,000 shares of Common Stock and Warrants to purchase up to an aggregate of 9,960,000 shares of Common Stock. The Company did not receive any cash proceeds in the Fourth Closing.

(E) On 30 July 2026, the Company communicated a proposed grant of 1,875,698 RSUs to employees under the Zoomcar Holdings, Inc. 2023 Equity Incentive Plan, in recognition of performance for October 2025–March 2026. The RSUs are proposed to be granted at a discounted price of $0.05 per RSU and are intended to vest 100% immediately upon execution of the definitive RSU Award Agreement, subject to applicable blackout periods and other plan terms. The grant is subject to Board approval, completion/effectiveness of the share reserve increase under the Incentive Plan (including closing of the Exchange Offer), and effectiveness of the Form S-8 registration statement with the SEC. The grant will become effective on the later of the dates on which the above conditions are satisfied, and no underlying shares will be issued/delivered until the Form S-8 is effective.

(F) The Company held its Annual General Meeting of Stockholders on August 11, 2026, during which the stockholders approved: an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 250,000,000 to 1,990,000,000, the issuance of up to 509,192,089 shares of Common Stock in connection with an Offer to Exchange outstanding warrants for shares of Common Stock, the grant of 1,000,000 Restricted Shares of Common Stock to Uri Levine, Chairman of the Board, as an inducement grant outside of the Company’s Incentive Plan pursuant to his Board Appointment Letter dated March 28, 2025, and an amendment to the Company’s Amended and Restated Certificate of Incorporation to effectuate a reverse stock split of the Common Stock at a ratio between one-for-two and one-for-eight hundred, with the exact ratio, timing, and effective date to be determined at the sole discretion of the Board. Following the Annual Meeting, on August 13, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Authorized Share Increase, which became effective upon filing.