Zelio E-Mobility Limited shareholders approved a special resolution to increase the company's borrowing powers to ₹1,000 crore during its fifth Annual General Meeting held on September 30, 2026. The meeting, conducted via video conferencing, saw the passage of all nine resolutions with requisite majorities.

The agenda included ordinary resolutions for adopting audited financial statements for FY26 and re-appointing Managing Director Kunal Arya. Special resolutions covered the expansion of borrowing limits under Section 180(1)(c) of the Companies Act, 2013, and increased thresholds for loans, guarantees, and investments under Section 186. Additionally, shareholders approved revised remuneration packages for Chairman Niraj Arya, Whole Time Director Deepak Arya, and Managing Director Kunal Arya.

Voting participation and outcomes

The company disclosed that out of 1,057 shareholders on record as of September 23, 2026, only 17 members attended the meeting through video conferencing. Voting was conducted exclusively through electronic means, with no physical attendance recorded by promoters or public shareholders. The scrutinizer, Jagsir Singh & Associates, confirmed that all resolutions were passed with overwhelming support from those who voted.

What the numbers show

A distinct pattern emerges when analyzing the voting turnout against the total shareholding structure. While the promoter group holds 15,390,000 shares (72.7% of total outstanding shares), they did not vote in person or through proxy during the meeting itself; their votes were cast entirely via remote e-voting prior to the meeting. Public non-institutional shareholders, holding 5,307,000 shares, showed significantly lower engagement, with only 485,500 votes polled, representing just 9.15% of their holding. This suggests that the outcome of all resolutions was effectively predetermined by the promoter group's remote voting, with public shareholders having minimal impact on the final tally except for a minor dissent of 3,500 votes against Deepak Arya's remuneration.

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.

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

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.

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.

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.

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.