Zelio E-Mobility Limited shareholders approved a preferential issue aggregating approximately ₹168 crore at a price of ₹853 per equity share and convertible warrant. This capital infusion aims to support the company's scaling of manufacturing capacity and product range expansion.

The approval was granted during the first Extra-Ordinary General Meeting held on October 20, 2026. The issue comprises two components: an allotment of up to 9,73,000 equity shares to non-promoter investors and the issuance of up to 9,96,000 convertible warrants to promoter directors. The transaction is subject to in-principle approval from BSE Limited and other regulatory compliances.

Capital Structure and Investor Participation

The preferential issue is structured to bring in both institutional capital and promoter commitment. Non-promoter investors, including Motilal Oswal Financial Services Limited and Calliope Capital Advisors LLP, will subscribe to equity shares worth up to ₹82.99 crore. Simultaneously, promoter directors Mr. Kunal Arya, Mr. Deepak Arya, and Mr. Niraj Arya will subscribe to convertible warrants worth up to ₹84.95 crore.

The warrants have a tenure of 18 months from the date of allotment. Under SEBI ICDR Regulations, at least 25% of the consideration for warrants is payable upfront, with the remaining 75% due upon exercise. This structure ensures that approximately ₹21.24 crore is received immediately from promoters, while the balance flows in as warrants are exercised.

Related Party Transactions Approved

In addition to the capital raise, shareholders approved material related party transactions with five entities: Rajdhani Machinery Store, Torque Innovation EV Auto Private Limited, AVR Auto Industries Private Limited, Jai Bharat Engineering Tools, and Jai Bharat Auto Components. Each entity has been granted an aggregate transaction limit of up to ₹50 crore for the purchase or sale of goods. These transactions are stated to be in the ordinary course of business and on an arm's length basis, valid for one year from the meeting date.

Governance and Compliance Measures

To facilitate the issuance of warrants, the company proposed an alteration to its Articles of Association, which was also approved. Given that the total issue size exceeds ₹100 crore, Brickwork Ratings India Private Limited has been appointed as the Monitoring Agency. The utilisation of proceeds will be monitored by this agency, reviewed by the Audit Committee, and reported to BSE Limited.

The Board voluntarily obtained a valuation report from an Independent Registered Valuer to ensure transparency, although such a report is not mandatory for this type of issue. A certificate from a Practising Company Secretary confirmed compliance with SEBI ICDR Regulations. The issue price of ₹853 is not less than the floor price determined under Chapter V of the SEBI ICDR Regulations, with September 18, 2026, as the Relevant Date.

What the Numbers Show

The split between equity and warrant issuance reveals a balanced approach to funding growth. While non-promoter institutions are injecting immediate liquidity through equity shares, the promoter warrants provide a mechanism for sustained capital inflow over 18 months. Notably, the promoter investment value (₹84.95 crore) slightly exceeds the institutional equity component (₹82.99 crore), signaling strong insider confidence in the company's expansion plans despite the deferred payment structure of their contribution.

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.