The Board of the Directors of the Company in its meeting held today i.e., Wednesday, September 23, 2026, has inter-alia considered and approved the issuance of equity shares by way of a preferential issue on a private placement basis, to the allottees belonging to the 'Non-Promoter' category and issuance of convertible warrants to the persons belonging to Promoter Category, approval of related party transactions and other matters attached in the outcome.

Date: 23rd September, 2026 The Manager, Department of Corporate Services, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001. Scrip Code: 544563 Symbol: ZELIO ISIN: INE1B3501014 Sub: Outcome of the Meeting of the Board of Directors held on Wednesday, 23rd September, 2026 – Preferential Issue of Equity Shares and Convertible Warrants, Related Party Transactions and convening of Extra-Ordinary General Meeting. Ref: Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir / Madam, Pursuant to Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) we wish to inform you that the Board of Directors of Zelio E-Mobility Limited (the “Company”) at its meeting held today, i.e., Wednesday, 23rd September, 2026, has, inter alia, considered and approved the following: 1. Preferential Issue of Equity Shares Subject to the approval of the members of the Company by way of a special resolution and such other statutory / regulatory approvals as may be required, including the in-principle approval of BSE Limited under Regulation 28(1) of the SEBI Listing Regulations, the creation, offer, issue and allotment of up to 9,73,000 (Nine Lakh Seventy-Three Thousand) fully paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten Only) each (“Equity Shares”) at an issue price of Rs. 853/- (Rupees Eight Hundred Fifty-Three Only) per Equity Share (including a premium of Rs. 843/- per Equity Share), aggregating up to Rs. 82,99,69,000/- (Rupees Eighty-Two Crore Ninety-Nine Lakh Sixty-Nine Thousand Only), for cash, by way of a preferential issue on a private placement basis, to 4 (Four) proposed allottees belonging to the “Non-Promoter” category, in accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (“Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), the SEBI Listing Regulations and other applicable laws (“Preferential Issue of Equity Shares”). The details required under the SEBI Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Master Circular”), are enclosed as Annexure – A. 2. Preferential Issue of Convertible Warrants Subject to the approval of the members of the Company by way of a special resolution and such other statutory / regulatory approvals as may be required, including the in-principle approval of BSE Limited under Regulation 28(1) of the SEBI Listing Regulations, the creation, offer, issue and allotment of up to 9,96,000 (Nine Lakh Ninety-Six Thousand) Warrants, each convertible into, or exchangeable for, 1 (One) fully paid-up Equity Share of face value of Rs. 10/- each (“Warrants”), at an issue price of Rs. 853/- (Rupees Eight Hundred Fifty-Three Only) per Warrant (including a premium of Rs. 843/- per underlying Equity Share), aggregating up to Rs. 84,95,88,000/- (Rupees Eighty-Four Crore Ninety-Five Lakh Eighty-Eight Thousand Only), for cash, by way of a preferential issue on a private placement basis, to 3 (Three) proposed allottees belonging to the “Promoter” category, in accordance with Sections 42 and 62(1)(c) and other applicable provisions of the Act and the rules made thereunder, Chapter V of the SEBI ICDR Regulations, the SEBI Listing Regulations and other applicable laws (“Preferential Issue of Warrants”). In terms of Regulation 169(2) of the SEBI ICDR Regulations, an amount equivalent to at least 25% of the issue price, i.e., Rs. 213.25/- per Warrant, shall be payable on or before allotment of the Warrants, and the balance 75%, i.e., Rs. 639.75/- per Warrant, shall be payable at the time of exercise of the option to convert. The Warrants may be converted, in one or more tranches, within a period of 18 (Eighteen) months from the date of their allotment, failing which the Warrants shall lapse and the amount paid thereon shall stand forfeited in terms of Regulation 169(3) of the SEBI ICDR Regulations. The details required under the SEBI Listing Regulations read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 (“SEBI Master Circular”), are enclosed as Annexure – B. 3. Issue Price and Relevant Date The issue price of Rs. 853/- per Equity Share / Warrant is not lower than the floor price determined in accordance with Regulation 164 of the SEBI ICDR Regulations. The “Relevant Date” for determination of the floor price, in terms of Regulation 161 of the SEBI ICDR Regulations, is Friday, 18th September, 2026, being the working day preceding the weekend, as the date falling 30 (thirty) days prior to the date of the Extra-Ordinary General Meeting, i.e., Sunday, 20th September, 2026, falls on a weekend. 4. Appointment of Monitoring Agency As the aggregate size of the Preferential Issue of Equity Shares and Preferential Issue of Warrants, i.e., Rs. 1,67,95,57,000/- (Rupees One Hundred Sixty-Seven Crore Ninety-Five Lakh Fifty-Seven Thousand Only), exceeds Rs. 100 Crore, the Board has approved the appointment of Brickwork Ratings India Private Limited, a credit rating agency registered with SEBI, as the Monitoring Agency to monitor the utilisation of the proceeds of the preferential issue in terms of Regulation 162A of the SEBI ICDR Regulations. 5. Approve the Related Party Transaction with Rajdhani Machinery Store (Director and Relative of director are partner in the firm) for Purchase and/or Sale of Goods The Company proposes to enter into certain related party transaction(s), on mutually agreed terms and conditions, and the aggregate value of which shall not exceed Rs. 50 Crores (Rupees Fifty Crores only) Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis. 6. Approve the Related Party Transaction with Torque Innovation EV Auto Private Limited (Relative of Director is Director in the Company) for Purchase and/or Sale of Goods The Company proposes to enter into certain related party transaction(s), on mutually agreed terms and conditions, and the aggregate value of which shall not exceed Rs. 50 Crores (Rupees Fifty Crores only) Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis. 7. Approve the Related Party Transaction with AVR Auto Industries Private Limited (Relative of Director is Director in the Company) for Purchase and/or Sale of Goods The Company proposes to enter into certain related party transaction(s), on mutually agreed terms and conditions, and the aggregate value of which shall not exceed Rs. 50 Crores (Rupees Fifty Crores only). Accordingly, as per the SEBI Listing Regulations, prior approval of the Members is being sought for all such arrangements / transactions proposed to be undertaken by the Company. All the said transactions shall be in the ordinary course of business of the Company and on an arm’s length basis. 8. Approve the Related Party Transaction with Jai Bharat Engineering Tools (Relative of director is Proprietor in the firm) for Purchase and/or Sale of Goods The Company proposes to enter into certain related party transaction(s), on mutually agreed terms and conditions, and the aggregate value of whic [Showing first 8,000 characters — download PDF for full document]