Zelio E-Mobility convenes EGM on October 20 for ₹168 crore preferential issue
- Zelio E-Mobility has scheduled its first EGM for October 20, 2026 at 4:00 pm IST via VC/OAVM to approve a ₹167.96 crore preferential issue
- The issue comprises 9,73,000 equity shares at ₹853 each (₹82,99,69,000) to four non-promoter entities, and 9,96,000 convertible warrants at ₹853 each (₹84,95,88,000) to three promoter individuals
- Proceeds of ₹168 crore are earmarked for manufacturing and infrastructure expansion in Maharashtra (₹68 crore), working capital (₹50 crore), general corporate purposes (₹40 crore), and R&D (₹10 crore)
- Remote e-voting runs from October 15, 2026 at 9:00 am to October 19, 2026 at 5:00 pm IST, with cut-off date of October 13, 2026
- EGM agenda also includes approval for alteration of Articles of Association and five related party transactions each capped at ₹50 crore
*this image is generated using AI for illustrative purposes only.
Zelio E-Mobility has convened its first Extra-Ordinary General Meeting (EGM) for October 20, 2026 at 4:00 pm IST via video conferencing to seek member approval for a ₹167.96 crore preferential issue approved by its board on September 23, 2026.
The EGM will be held through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) in compliance with Ministry of Corporate Affairs and SEBI circulars. Members eligible to vote are those recorded in the register of beneficial owners as on the cut-off date of October 13, 2026. Remote e-voting opens on October 15, 2026 at 9:00 am IST and closes on October 19, 2026 at 5:00 pm IST, facilitated through Central Depository Services (India) Limited (CDSL). The register of members and share transfer books will remain closed from October 14, 2026 to October 20, 2026 (both days inclusive).
Preferential issue structure
The fundraising comprises two components at an issue price of ₹853 per security, with the relevant date for floor price determination being September 18, 2026. The aggregate issue size exceeds ₹100 crore, necessitating the appointment of Brickwork Ratings India Private Limited as monitoring agency under SEBI ICDR Regulations.
| Component | Securities | Issue price (₹) | Total amount (₹) | Category |
|---|---|---|---|---|
| Equity shares | 9,73,000 | 853 | 82,99,69,000 | Non-promoter |
| Convertible warrants | 9,96,000 | 853 | 84,95,88,000 | Promoter |
| Total | - | - | 1,67,95,57,000 | - |
The equity shares are offered to four non-promoter entities. The convertible warrants are allocated equally among three promoter individuals — Kunal Arya (Managing Director), Deepak Arya (Whole Time Director), and Niraj Arya (Whole Time Director) — at 3,32,000 warrants each, aggregating ₹28,31,96,000 per allottee.
Equity share allottees
| Allottee | Category | No. of equity shares | Amount (₹) |
|---|---|---|---|
| Motilal Oswal Financial Services Limited | Non-promoter | 4,70,000 | 40,09,10,000 |
| Calliope Capital Advisors LLP | Non-promoter | 3,68,000 | 31,39,04,000 |
| Param Value Investments | Non-promoter | 1,00,000 | 8,53,00,000 |
| Hem Growth Opportunities Fund | Non-promoter | 35,000 | 2,98,55,000 |
For the convertible warrants, 25% of the issue price (₹213.25 per warrant) is payable on allotment, with the remaining 75% due upon conversion. Warrants can be exercised within 18 months from the date of allotment; unexercised warrants will lapse and amounts paid will be forfeited. Allotment of equity shares and warrants is to be completed within 15 days of passing the special resolution.
Use of proceeds
The company intends to deploy the ₹168 crore raised across four areas, with manufacturing and infrastructure expansion in Maharashtra as the largest allocation.
| Object | Amount (₹ crore) | Utilisation timeline |
|---|---|---|
| Manufacturing and infrastructure expansion (Maharashtra) | 68.00 | 24 months |
| Working capital requirements | 50.00 | 12 months |
| General corporate and strategic business purposes | 40.00 | 24 months |
| Research and development | 10.00 | 24 months |
| Total | 168.00 | - |
The amount utilised towards general corporate purposes shall not exceed 25% of the aggregate amount raised. Pending utilisation, issue proceeds will be invested in deposits in scheduled commercial banks or other avenues as permitted under applicable laws.
Alteration of articles of association
The EGM agenda includes approval for alteration of the Articles of Association under Section 14 of the Companies Act, 2013, to insert enabling provisions (Clause 9 and Clause 10) authorising the company to issue warrants, convertible debentures, and other convertible instruments on a preferential basis or otherwise. The board approved this amendment at its September 23, 2026 meeting, noting that the existing Articles of Association did not contain such enabling provisions.
Shareholding pattern impact
Post-allotment, assuming full conversion of all warrants, the total share count is expected to rise from 2,11,50,000 to 2,31,19,000 on a fully diluted basis. Pre-preferential shareholding has been calculated based on the beneficial position as on September 18, 2026.
| Category | Pre-issue shares | Pre-issue % | Post-issue shares* | Post-issue % |
|---|---|---|---|---|
| Promoter and promoter group | 1,53,90,000 | 72.77 | 1,63,86,000 | 70.88 |
| Public | 57,60,000 | 27.23 | 67,33,000 | 29.12 |
| Total | 2,11,50,000 | 100.00 | 2,31,19,000 | 100.00 |
Calculated on a fully diluted basis assuming full conversion of all warrants.
There will be no change in promoters, board composition, or control of the company on account of the proposed preferential allotment.
Related party transactions
The EGM will also seek member approval for related party transactions with five entities, each capped at an aggregate value of ₹50 crore, for purchase and/or sale of goods in the ordinary course of business on an arm's length basis. Each proposed transaction value of ₹50 crore represents approximately 16% of the company's annual consolidated turnover of ₹313.67 crore as per the last audited financial statements.
| Related party | Nature of relationship | Transaction cap (₹) |
|---|---|---|
| Rajdhani Machinery Store | Deepak Arya is majority partner | 50,00,00,000 |
| Torque Innovation EV Auto Private Limited | Vipin Arya (brother of Niraj Arya and Deepak Arya) is a director | 50,00,00,000 |
| AVR Auto Industries Private Limited | Vipin Arya (brother of Niraj Arya and Deepak Arya) is a director | 50,00,00,000 |
| Jai Bharat Engineering Tools | Arun Lata (mother of Niraj Arya and Deepak Arya) is proprietor | 50,00,00,000 |
| Jai Bharat Auto Components | Vipin Arya HUF (Vipin Arya, brother of Niraj Arya and Deepak Arya, is Karta) | 50,00,00,000 |
Regulatory and procedural details
The intimation was filed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. CS Sumit Ghai, Managing Partner of M/s Lal Ghai & Associates, has been appointed as scrutinizer for the e-voting process. A certificate from CS Sandeep Kumar Jain of M/s ARMS & Associates LLP confirming compliance with SEBI ICDR Regulations will be placed before the EGM. An independent valuation report has been voluntarily obtained from Gaurav Maheshwari, Registered Valuer (Registration No. IBBI/RV/11/2021/14432). The trading window remains closed until 48 hours after the outcome is made public.
Historical Stock Returns for Zelio E-Mobility
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.99% | -3.25% | +29.96% | +151.57% | +397.59% | +566.36% |
How will the ₹68 crore allocated for manufacturing expansion in Maharashtra impact Zelio E-Mobility's production capacity and ability to meet projected EV demand over the next two years?
What specific strategic synergies or market access benefits does Zelio E-Mobility expect to gain from Motilal Oswal Financial Services' significant equity stake in the preferential issue?
Given the 18-month exercise window for convertible warrants, what are the potential dilution risks and financial implications if promoter group members choose not to convert their warrants?
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