Zoomcar Holdings, Inc. Announces Completion of Key Milestone in Financial Restructuring

Company Advances Toward Restructuring as Operational Turnaround Continues

BENGALURU, India and NEW YORK, May 27, 2026 /PRNewswire/ -- Zoomcar Holdings, Inc. ("Zoomcar" or the "Company") (OTCQX: ZCAR), a leading peer-to-peer self-drive car-sharing marketplace in India, today announced that it has cleared the principal remaining items required to advance its previously announced financial restructuring toward completion.

Working in close coordination with its financial and legal advisors, the Company has addressed the outstanding matters that had previously affected the timing of the closing. Zoomcar will provide further updates on the transaction as appropriate and in accordance with applicable disclosure requirements.

Management Commentary

Deepankar Tiwari, CEO of Zoomcar Holdings, Inc., stated:
"Resolving these items is an important step toward completing our financial restructuring. We believe that, once closed, the transaction will strengthen our balance sheet and support the continued execution of the operational improvements our team has pursued over the past year. We remain focused on disciplined growth, improving unit economics, and building long-term value for our shareholders, hosts, and guests."

Corporate Update

Operationally, Zoomcar continues to execute on its strategy as India's leading peer-to-peer, asset-light car-sharing marketplace. Recent highlights, as reported in or derived from the Company's results, include:

• Marketplace performance. For its most recent reported quarter (Q3 FY25-26, ended December 31, 2025), Gross Booking Value was $6.60 million, with repeat users accounting for 58% of bookings. For calendar year 2025, host payouts were approximately $12.8 million (approximately ₹116 crore) across 18,800 active earning hosts.
• Unit economics. In Q3 FY25-26, the Company reported record contribution profit of $1.38 million (a 58% margin), marking its ninth consecutive quarter of positive contribution profit. Contribution profit per booking improved 14% year-over-year to $14.10, from $12.39. Adjusted EBITDA loss improved 74% year-over-year to $(0.83) million, and loss attributable to shareholders narrowed 91% year-over-year to $(0.72) million. Based on preliminary internal estimates, contribution profit per booking reached approximately $20 in January 2026; this figure is preliminary, unaudited, and subject to change.
• Product and trust & safety. The Company's AI-powered risk engine, 'Fraud Shield,' reduced fraud and theft incidents by 38% quarter-over-quarter, from 94 in October–December 2025 to 59 in January–March 2026. Fraud Shield uses more than 160 external signals and real-time scoring to flag approximately 1% of bookings as high-risk, with nearly 70 bookings proactively blocked prior to vehicle handover in March 2026. Other recent initiatives include the launch of Trip Protection, supported by a leading Indian insurance provider, and the integration of Google Cloud AI to support onboarding and enhance safety signals.
• Cost discipline. On a preliminary, unaudited basis for full-year FY26, the Company expects net loss to decline by approximately 70% year-over-year, alongside an estimated 54% reduction in Adjusted EBITDA losses, while maintaining a stable topline. These FY26 expectations are preliminary estimates and remain subject to the completion of financial close, audit, and review procedures. For context on the prior year, in FY25 total costs were reduced 55%, from $35.90 million to $16.08 million, and operating losses narrowed 40%, from $(10.40) million to $(6.20) million.

Financial Restructuring

Upon completion, the restructuring is intended to strengthen Zoomcar's balance sheet and reduce its outstanding debt obligations, to support the Company's objectives, which include:

• Expanding marketplace supply across India;
• Investing in platform technology and operational efficiency;
• Supporting marketing and customer acquisition; and
• Supporting the Company's previously stated objective of pursuing an uplisting to a U.S. national securities exchange, subject to applicable listing standards and approvals.

The completion of the restructuring remains subject to customary closing conditions, and there can be no assurance that the transaction will be completed on the anticipated timeline or at all.

About Zoomcar

Founded in 2013 and headquartered in Bengaluru, Zoomcar is India's largest peer-to-peer car-sharing marketplace. Through its digital-first platform, Zoomcar connects individual vehicle owners (Hosts) with users (Guests), offering flexible access to vehicles for self-drive carsharing. The company's mission is to promote smarter, shared mobility that is both economically empowering and environmentally sustainable.

Financial Disclosure Advisory:

The Company reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP") on Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed with the U.S. Securities and Exchange Commission. The select unaudited and unreviewed results described in this press release are preliminary estimates only based on internal financial data and are subject to revision until the Company completes its financial closing procedures and reports its full financial and business results for the fiscal year 2025–2026. These estimates are not a comprehensive statement of the Company's financial results of the fiscal year 2025–2026, and actual results may differ materially from these estimates as a result of the completion of quarterly/annual accounting procedures, the execution of the Company's internal control over financial reporting, the completion of management's financial statement preparation, the review of the Company's financial statements, and the occurrence or identification of events prior to the filing of the Company's Form 10-K for the year-end including results for the fiscal year 2025–2026.

Non-GAAP Financial Measures

Certain non-GAAP financial measures, including contribution profit, are presented in this press release to provide information that may assist investors in understanding the Company's financial and operating results. The Company believes these non-GAAP financial measures are important performance indicators because they exclude items that are unrelated to, and may not be indicative of, the Company's core financial and operating results. These non-GAAP financial measures, as calculated, may not necessarily be comparable to similarly titled measures of other companies and may not be appropriate measures for comparing the performance of other companies relative to the Company. These non-GAAP financial measures are not intended to represent and should not be considered to be more meaningful measures than, or alternatives to, measures of operating performance as determined in accordance with GAAP. To the extent the Company utilizes such non-GAAP financial measures in the future, it expects to calculate them using a consistent method from period to period. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are not provided in this press release because the necessary GAAP information is not yet available due to the preliminary nature of the Company's financial close.

Forward Looking Statement:

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements by terminology such as "may," "should," "could," "would," "will," "expect," "anticipate," "intend," "plan," "believe," "estimate," "continue," "potential," "aim," "project," "target," "seek," "objective," and similar expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements in this press release include, without limitation, statements regarding: (i) the Company's previously announced financial restructuring and private placement, including the expected timing of, ability to complete, satisfaction of closing conditions for, anticipated terms of, and anticipated benefits of such transaction, including the intended strengthening of the Company's balance sheet and reduction of its outstanding debt obligations; (ii) the Company's anticipated use of proceeds from the private placement, including expanding marketplace supply across India, investing in platform technology and operational efficiency, supporting marketing and customer acquisition, and supporting the Company's previously stated objective of pursuing an uplisting to a U.S. national securities exchange; (iii) the Company's ability to pursue and consummate an uplisting to a U.S. national securities exchange, the timing thereof, and the Company's ability to satisfy applicable listing standards and obtain required exchange and regulatory approvals; (iv) the Company's preliminary, unaudited expectations for full-year fiscal year 2026, including expected reductions in net loss and Adjusted EBITDA loss and expectations regarding topline stability; (v) preliminary, unaudited estimates of contribution profit per booking for January 2026 and other preliminary financial and operational data; (vi) the timing and content of the Company's future reported financial results, including completion of its financial close, audit, and review procedures; (vii) statements regarding marketplace performance, unit economics, host payouts, product and trust and safety initiatives (including the AI-powered Fraud Shield risk engine, Trip Protection, and the Google Cloud AI integration), and cost discipline; (viii) statements attributed to management, including statements regarding disciplined growth, improving unit economics, and building long-term value for shareholders, hosts, and guests; and (ix) other financial and operational trends, metrics, plans, objectives, and expectations discussed herein.

These forward-looking statements are based on current expectations and assumptions that involve risks and uncertainties, and actual results could differ materially from those anticipated due to a variety of factors, including, without limitation: the risk that the financial restructuring and private placement may not close on the anticipated timeline or at all, may close on terms different from those currently contemplated, or may fail to satisfy customary or other closing conditions; the Company's ability to satisfy its existing obligations to noteholders and other counterparties and to obtain any required consents, waivers, or amendments in connection with the restructuring; the Company's ability to pursue and consummate an uplisting to a U.S. national securities exchange, including satisfaction of initial and continued listing standards and receipt of required exchange and regulatory approvals; risks associated with the Company's continued trading on the OTC Markets, including potential effects on liquidity, volatility, analyst coverage, and the trading price of the Company's securities; potential dilution to existing stockholders from the private placement and from any related issuances of convertible, derivative, or warrant securities; the risk that the Company's preliminary, unaudited financial results, including contribution profit per booking, FY26 net loss and Adjusted EBITDA loss expectations, and other preliminary estimates, could change materially as a result of completing financial close procedures, audit and review processes, unexpected adjustments, restatements, or changes in accounting estimates; the accuracy of internal data on which preliminary results are based; the Company's ability to successfully execute its operational plans, growth initiatives, and product and safety initiatives; risks relating to the Company's operations in India and other international markets, including foreign currency exchange rate fluctuations, Indian regulatory and tax developments, macroeconomic and political conditions, and the ability to scale operations in those markets; operational, market, or economic disruptions; competitive pressures; changes in demand for the Company's products and services; supply chain and cost volatility; challenges in scaling operations; regulatory and legal developments, including securities-law and exchange-related developments; risks associated with the ongoing development and refinement of the Company's financial reporting processes and controls; and the other risks and uncertainties described under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2025, and in the Company's subsequent Quarterly Reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission (the "SEC").

You are encouraged to carefully review the Company's filings with the SEC for a more comprehensive discussion of the risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements contained in this press release, which speak only as of the date of this press release. Except as required by applicable law, Zoomcar undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changed circumstances, or otherwise.

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SOURCE Zoomcar