Zelio E Mobility Ltd

EGM purpose & proposals

• Alter Articles of Association to insert Clauses 9 and 10 enabling further share issues.
• Approve preferential issue of up to 9,73,000 equity shares to non-promoter allottees at Rs 853.
• Approve issuance of up to 9,96,000 convertible warrants to promoter category at Rs 853 each.
• Promoter/director participation: Kunal Arya, Deepak Arya, Niraj Arya to subscribe to warrants.
• Proposed non-promoter allottees: Motilal Oswal, Calliope Capital, Param Value, Hem Growth.

Capital raise details

• Total potential proceeds about Rs 168 crore (Rs 82.99 cr equity, Rs 84.96 cr warrants).
• Floor price and issue price fixed at Rs 853 per equity share/warrant.
• Allotment to be dematerialized and listed; lock-in as per ICDR guidelines.
• Issuance may occur in one or more tranches within regulatory timelines.
• Promoters/Directors named intend to subscribe to warrants/equity as per terms.

Use of proceeds & deployment

• Manufacturing & infrastructure expansion in Maharashtra funded with Rs 68 crore.
• R&D for product development and technology—Rs 10 crore.
• Working capital for inventory, raw materials, and receivables—Rs 50 crore.
• General corporate purposes up to 25% of issue proceeds.
• Deployment timelines: infra and R&D 24 months; working capital 12 months; GP 24 months.

Related party transaction approvals

• Rajdhani Machinery Store: up to Rs 50 crore; related party; Deepak Arya/Niraj Arya abstain.
• Torque Innovation EV Auto Private Limited: up to Rs 50 crore; Niraj Arya/Deepak Arya abstain.
• AVR Auto Industries Private Limited: up to Rs 50 crore; Niraj Arya/Deepak Arya abstain.
• Jai Bharat Engineering Tools: up to Rs 50 crore; Niraj Arya/Deepak Arya abstain.
• Jai Bharat Auto Components: up to Rs 50 crore; Niraj Arya/Deepak Arya abstain.
• RPT approvals valid for up to one year from the EGM.

Governance & control impact

• No change in promoters or board composition expected on completion of the issue.
• Promoter stake dilution anticipated; warrants may convert to equity affecting ownership.

Zelio E Mobility Ltd closes trading window from 1 October 2026 till 48 hours after declaration of Unaudited Standalone and Consolidated Financial Results for the quarter/half year ended 30 September 2026.

Capital actions

• Preferential issue of up to 9,73,000 equity shares at Rs 853 to 4 non-promoter allottees.
• Preferential issue of up to 9,96,000 warrants at Rs 853 to 3 promoter allottees.
• Aggregate size up to Rs 167.96 crore; subject to member and exchange approvals.

Monitoring and compliance

• Appoint Brickwork Ratings India as Monitoring Agency for utilisation of issue proceeds.
• Issue price Rs 853 not below floor price; relevant date 18 September 2026.

Related party transactions

• Related party purchases/sales with Rajdhani Machinery Store up to Rs 50 crore.
• Related party with Torque Innovation EV Auto Pvt Ltd up to Rs 50 crore.
• Related party with AVR Auto Industries Pvt Ltd up to Rs 50 crore.
• Related party with Jai Bharat Engineering Tools up to Rs 50 crore.
• Related party with Jai Bharat Auto Components up to Rs 50 crore.
• All such transactions to be in ordinary course and at arm's length.

EGM & authorisation

• Notice for EGM to be held on 20 Oct 2026 via VC.
• Scrutinizer appointed: Lal Ghai & Associates for EGM.
• Directors and CS authorised to execute actions for preferential issues.
• Open bank account for subscription proceeds and file requisite forms.

Meeting Details

• Date and venue: 23 September 2026 at the company's corporate office.

Key Agenda Items

• Fund-raising through issuance of equity shares and/or warrants.
• Modes include private placement, preferential issue, or QIP.
• Ancillary actions for fund-raise and shareholder approvals.

Other Notes

• Trading window remains closed for Designated Persons until 48 hours after Board Meeting outcome.

Management changes

• Re-appoints M/s Jagsir Singh & Associates as Secretarial Auditor for 2026-27 to 2030-31, subject to shareholder approval.
• Kunal Arya re-appointed as Managing Director, subject to shareholder approval.
• Remuneration revised for Niraj Arya, Chairman and Whole-Time Director, subject to shareholder approval.
• Remuneration revised for Deepak Arya, Whole-Time Director, subject to shareholder approval.
• Remuneration revised for Kunal Arya, Managing Director, proposed Rs 60 lakh per annum, subject to approval.
• Borrowing powers increased to INR 1000 crore, subject to shareholder approval.
• Power to sell, lease or dispose of undertakings increased to INR 1000 crore, subject to approval.
• Threshold for loans/guarantees and securities up to INR 1000 crore, subject to approval.
• Appointed Mr. Jagsir Singh as Scrutinizer for AGM remote e-voting.

AGM notice and voting details

• AGM on 30 September 2026 at 4:00 PM IST via Video Conference.
• Annual Report FY26 and AGM Notice sent by email to registered members.
• Documents accessible on the company investor website; access paths provided in the notice.
• Record date for remote e-voting entitlement: 23 September 2026.
• E-voting window: 27 September 2026, 09:00 IST to 29 September 2026, 17:00 IST.
• Correspondence contact: Ms. Priyanka Garg, Company Secretary & Compliance Officer.
• Letter to shareholders provides web-link to Annual Report and AGM Notice.

AGM & governance

• 5th AGM: Sept 30, 2026, via video conferencing.
• Remote e-voting window: Sept 27–29, 2026.
• E-voting agency: CDSL.

Corporate identifiers & business

• Company: Zelio E Mobility Limited.
• Scrip Code: 544563; Symbol: Zelio.
• ISIN: INE1B3501014.
• Formerly Zelio Auto Private Limited.
• Business: Electric scooter, bikes & E-Rickshaw.
• Registered office: Shop No. 542, 1st Floor Auto Market, Hisar.

Subsidiaries

• Wholly-owned subsidiary Zelio Auto Components Limited (India), 100% stake.