Zoomcar Holdings Inc 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedMarch 31,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number001-40964 ZOOMCAR HOLDINGS, INC.(Exact name of registrant as specified in its charter) (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: None. Securities registered pursuant to Section 12(g) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large, accelerated filer,” “accelerated filer”, “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed second fiscal quarter, September 30, 2024, was $9,346,931. As of June 27, 2025,6,284,491shares of the registrant’s common stock were outstanding. Table of Contents PagesPart IItem 1. Business1Item 1A. Risk Factors24Item 1B. Unresolved Staff Comments57Item 1C. Cybersecurity57Item 2. Properties59Item 3. Legal Proceedings59Item 4. Mine Safety Disclosures62Part IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities63Item 6. Reserved64Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations64Item 7A. Quantitative and Qualitative Disclosures About Market Risk82Item 8. Financial Statements and Supplementary DataF-1Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures83Item 9A. Controls and Procedures83Item 9B. Other Information85Item 9C. Disclosure Regarding Foreign Jurisdiction That Prevent Inspections85Part IIIItem 10. Directors, Executive Officers and Corporate Governance86Item 11. Executive Compensation95Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters104Item 13. Certain Relationships and Related Transactions, and Director Independence106Item 14. Principal Accounting Fees and Services111Part IVItem 15. Exhibits, Financial Statement Schedules112Item 16. Form 10-K Summary113Signatures114 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K may contain certain statements that may constitute forward-looking statements within themeaning of t