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Zelio E Mobility Limited Capital/Financing Update 2026

Feb 14, 2026

60568_rns_2026-02-14_ce7f1c4f-166e-4565-bfc9-bb7821e1dfb8.pdf

Capital/Financing Update

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Date: February 14, 2026

To, The Manager Listing Department BSE Limited P. J. Towers, Dalal Street Fort, Mumbai – 400001

Scrip Code: 544563 Symbol: ZELIO ISIN: INE1B3501014

Subject: Submission of Monitoring Agency Report for the quarter ended December 31, 2025

Dear Sir/Madam,

With reference to the above subject and pursuant to Regulation 32(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 41(4) and Regulation 262 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), and in terms of the Monitoring Agency Agreement dated August 18, 2025, we hereby submit the First Monitoring Agency Report issued by Brickwork Ratings India Private Limited, Monitoring Agency, in respect of utilization of proceeds of the Initial Public Offer (IPO) of Zelio E-Mobility Limited for the quarter ended December 31, 2025.

The said report has been prepared in accordance with Schedule XI of the SEBI (ICDR) Regulations and is enclosed herewith for your records.

You are requested to kindly take the same on record.

Thanking you,

Yours faithfully,

For Zelio E-Mobility Limited

KUNAL

ARYA

Digitally signed by KUNAL ARYA Date: 2026.02.14 17:43:20 +05'30'

Kunal Arya Managing Director DIN: 09241630

Place: Hisar, Haryana

Encl.: Monitoring Agency Report for the quarter ended December 31, 2025

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Monitoring Agency Report for Zelio E- Mobility Limited for the quarter ended December 31, 2025

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No. BWR/2025-26/IPM/ZEML/01 February 13, 2026

To Mr. Shubham Garg Chief Financial Officer Zelio E-Mobility Limited Khewat No. 510 442, Hisar Road, Ladwa, Hisar – 125006, Haryana, India

Dear Sir,

First Monitoring Agency Report for the quarter ended December 31, 2025 - in relation to the Fresh Issue and Offer for Sale of Equity Shares Issue of Zelio E-Mobility Limited (“the Company”)

Pursuant to Regulation 262 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”) and Monitoring Agency Engagement Letter dated July 24, 2025, Brickwork Ratings (BWR) has prepared the First Monitoring Agency Report, as per Schedule XI of the SEBI ICDR Regulations towards utilisation of proceeds of funds raised, for the quarter ended December 31, 2025.

The funds raised by the Company were through Fresh Issue and Offer for Sale of Equity Shares aggregating to Rs. 78.34 Crore of the Company.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended December 31, 2025, as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated August 18, 2025.

Request you to kindly take the same on records.

Thanking you, Yours Faithfully,

NIRAJ KUMAR RATHI

Digitally signed by NIRAJ KUMAR RATHI Date: 2026.02.13 16:42:07 +05'30'

Mr Niraj Kumar Rathi

Senior Director, Ratings - Brickwork Ratings

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Report of the Monitoring Agency (MA)

Name of the issuer: Zelio E-Mobility Limited

For quarter ended: December 31, 2025

Name of the Monitoring Agency: Brickwork Ratings India Private Limited

  • (a) Deviation from the objects: No

  • (b) Range of Deviation: Not applicable

Declaration:

We declare that this report is based on the format prescribed by the SEBI (ICDR) Regulations, 2018, we further declare that this report provides a true and fair view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable.

We declare that we do not have any direct/indirect interest in or relationship with the issuer/promoters/directors/management and also confirm that we do not perceive any conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer.

The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have a credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Digitally signed by NIRAJ KUMAR NIRAJ KUMAR RATHI RATHI Date: 2026.02.13 16:42:34 +05'30'

Signature:

Name of the Authorized Signatory: Mr Niraj Kumar Rathi

Designation of Authorized Person/Signing Authority: Senior Director, Ratings - Brickwork Ratings

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1) Issuer Details:

Name of the issuer: Zelio E- Mobility Limited Names of the promoter: Mr. Niraj Arya, Mr. Kunal Arya, Mr. Deepak Arya and Ms. Sayuri Arya Industry / sector to which it belongs: Electric Vehicles

2) Issue Details:

Issue period: For anchor investor- September 29, 2025 For others –September 30, 2025 to October 03, 2025 Type of issue (public/ rights): Fresh Issue and Offer for Sale of Equity shares Type of specified securities: Equity Shares IPO Grading, if any: Not Applicable Issue size (in ₹ Crore): 78.34

Particulars Total Number of
Securities
Price (₹) Value as per Offer
Document
(₹ Crore)
Amount
Received
(₹ Crore)
Equity Shares-Fresh Issue 4620000 136 62.84 78.34
Equity Shares-Offer for Sale 1140000 136 15.50
Total 5,760,000 136 78.34 78.34

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3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of
information /
certifcations
considered by
Monitoring Agency
for preparation of
report
Comments
of
Monitoring
Agency
Comments
of
Board of
Directors
Whether all utilization is as per
the disclosures in the Ofer
Document?
Yes Bank Statements,
Company’s letter, CA
Certifcate
Nil Nil
Whether shareholder approval
has been obtained in case of
material deviations#from
expenditures disclosed in the
Ofer Document?
Not
Applicable
Nil Nil Nil
Whether the means of fnance for
the disclosed objects of the issue
has changed?
No Nil Nil Nil
Is there any major deviation
observed over the earlier
monitoring agency reports?
Not
Applicable
Nil Monitoring is
being done
for the frst
time
Nil
Whether all
Government/statutory approvals
related to the object(s) have been
obtained?
Yes Company’s letter Nil Nil
Whether all arrangements
pertaining to technical
assistance/collaboration are in
operation?
Not
Applicable
Nil Nil Nil
Are there any favorable events
improving the viability of these
object(s)?
No Company’s letter Nil Nil
Are there any unfavorable events
afecting the viability of the
object(s)?
No Company’s letter Nil Nil
Is there any other relevant
information that may materially
afect the decision making of the
investors?
No Not Applicable Nil Nil

CA certificate from Murari Garg & Co, Membership Number: 092333

#Where material deviation may be defined to mean:

(a) Deviation in the objects or purposes for which the funds have been raised

(b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

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4) Details of object(s) to be monitored:

i. Cost of Object(s):

Sr.
No
Item Head Source of
information /
certifcations
considered by
Monitoring
Agency for
preparation of
report
Comments of the Board of
Directors
Comments of the Board of
Directors
Comments of the Board of
Directors
Original
Cost (as Revised Comments
per the
Ofer
Document)
(₹ Crore)
Cost
(₹
Crore)
of the
Monitoring
Agency
Reason
of cost
revision
Proposed
fnancing
option
Particulars
of frm
arrangeme
nts made
1. Repayment
and/or pre-
payment, in full
or part, of
borrowing
availed by the
Company
Bank
Statements,
Company
letter, CA
Certifcate
20.00 No Nil Nil Nil Nil
2. Funding the
Capital
Expenditure
requirements
towards setting
up of a new
manufacturing
unit
Bank
Statements,
Company
letter, CA
Certifcate
19.45 No Nil Nil Nil Nil
3. To Meet
Working Capital
Requirement
Bank
Statements,
Company
letter, CA
Certifcate
8.00 No Nil Nil Nil Nil
4. General
Corporate
Purpose
Bank
Statements,
Company
letter, CA
Certifcate
9.09 No Nil Nil Nil Nil
5. Issue Expense Bank
Statements,
Company
letter, CA
Certifcate
6.29 No Nil Nil Nil Nil
6. Any other
purpose
approved by
board
NA NA NA NA NA NA NA

The above information is taken from page number 80of the issue Prospectus dated October 06, 2025.

The details are verified by Murari Garg & Co, Membership Number: 092333 vide its CA certificate dated February 12, 2026.

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ii. Progress in the Object(s):

Sr.
No.
Item Head Source of
information/
certifcations
considered by
Monitoring
Agency for
preparation of
report
Amount
as
proposed
in the
Ofer
Document
in ₹ Crore
(A)
Amount utilized in ₹ Crore(B) Amount utilized in ₹ Crore(B) Amount utilized in ₹ Crore(B) Total
Unutilised
Comments
of the
Monitoring
Agency
As at
beginning
of
the
quarter in
₹ Crore
During
the
quarter
in
₹ Crore
At the
amount in ₹
end of
Crore as on
the
December
quarter
31, 2025
in
(C)
A-B
₹ Crore
1. Repayment and/or
pre-payment, in full
or part, of
borrowing availed
bythe Company
Bank
Statements,
Prospectus, CA
Certifcate
20.00 0.00 20.00 20.00 0.00 Nil
2. Funding the Capital
Expenditure
requirements
towards setting up
of a new
manufacturingunit
Bank
Statements,
Prospectus, CA
Certifcate
19.45 0.00 6.51 6.51 12.94 Nil
3. To Meet Working
Capital
Requirement
Bank
Statements,
Prospectus,
Invoice, CA
Certifcate
8.00 0.00 0.00 0.00 8.00 Nil
4. General Corporate
Purpose
Bank
Statements,
Prospectus, CA
Certifcate
9.09 0.00 0.16 0.16 8.93 Nil
5. Issue Expense Bank
Statements,
Prospectus, CA
Certifcate
6.29 0.00 7.12 7.12 -0.83 Nil
6. Any other purpose
approved byboard
NA NA NA NA NA NA NA

*Note: As disclosed on page 80 of the Prospectus, except for the listing fees all other the issue-related expenses are to be shared between the Company and the Promoter Selling Shareholders on a pro-rata basis, in proportion to the equity shares issued and allotted by the Company under the Fresh Issue and the shares sold by the Promoter Selling Shareholders under the Offer for Sale.

During the quarter, total issue expenses amounted to Rs 8.88 crore. The Company has borne its proportionate share of Rs 7.12 crore. The issue expenses attributable to the Promoter Selling Shareholders were not paid separately by the Company but were netted off against the OFS proceeds payable to them. After such adjustment, the Company made an additional payment of Rs. 0.01 crore towards the OFS payout.

The above details are verified by Murari Garg & Co, Membership Number: 092333 vide its CA certificate dated February 12, 2026 and company’s statement dated February 11, 2026.

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iii. Deployment of unutilised issue proceeds:

Sr.
No.
Type of instrument and name
of entity invested in
Amount
Invested
(₹ Crore)
Maturity
Date
Earning
(₹
Crore)
Return on
Investment
(%)
Market
Value as at
the end of
thequarter
1 HDFC FUND MONITORING -
57500001851363
0.17 - - - -
2 FD BOOKED - 50301229843988 2.35 11-Apr-26 - 5.50% -
3 FD BOOKED - 50301229845372 2.45 11-Apr-26 - 5.50% -
4 FD BOOKED - 50301229847161 2.55 11-Apr-26 - 5.50% -
5 FD BOOKED - 50301229847935 2.65 11-Apr-26 - 5.50% -
6 FD BOOKED - 50301229849701 2.10 11-Apr-26 - 5.50% -
7 FD BOOKED - 50301229850254 2.40 11-Apr-26 - 5.50% -
8 FD BOOKED - 50301229850903 2.60 11-Apr-26 - 5.50% -
9 FD BOOKED - 50301229851691 2.90 11-Apr-26 - 5.50% -
10 FD BOOKED - 50301229853365 2.60 11-Apr-26 - 5.50% -
11 FD BOOKED - 50301235587293 1.00 25-Apr-26 - 5.50% -
12 FD BOOKED - 50301235588283 1.00 25-Apr-26 - 5.50% -
13 FD BOOKED - 50301238429327 3.02 28-Jan-26 - 4.75% -
14 FD BOOKED - 50301229856782 1.30 11-Apr-26 - 5.50% -

The above details are verified by Murari Garg & Co, Membership Number: 092333, vide its CA certificate dated February 12, 2026 and company’s statement dated February 11, 2026.

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iv. Delay in Implementation of Objects:

Object(s) Name Completion Date Completion Date Delay Comments of Board of
Directors
Comments of Board of
Directors
As per Ofer
Document
Actual No. of Days/
Months
Reason
of Delay
Proposed
course of
Action
Repayment and/or pre-
payment, in full or part,
of borrowing availed by
the Company
Up to
Financial
Year 2025-
26
Completed None - -
Funding the Capital
Expenditure
requirements towards
setting up of a new
manufacturing unit
Up to
Financial
Year 2025-
26
Ongoing None - -
To Meet Working
Capital Requirement
Up to
Financial
Year 2025-
26
Ongoing None - -
General Corporate
Purpose
Up to
Financial
Year 2025-
26
Ongoing None - -
Issue Expense - - - - -
Any other purpose
approved by board
- - - - -

Above details are verified by company’s statement dated February 11, 2026.

5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document:

Item head Amount in Rs. Crore
(As on December 31, 2025)
Remarks
General Corporate Purpose 0.16 Market Making fees of Rs 0.16 crore is
treated as General corporatepurpose

Note: The Company proposes to utilize the balance Net Proceeds towards general corporate purposes, subject to such utilization not exceeding 15% of the proceeds from the fresh issue or ₹10 crores, whichever is lower, in accordance with Regulation 230(2) of the SEBI (ICDR) Regulations.

The above details are verified by Murari Garg & Co, Membership Number: 092333, vide its CA certificate dated February 12, 2026 and company’s statement dated February 11, 2026.

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Disclaimer

a) This Report is prepared by Brickwork Ratings India Private Limited (hereinafter referred to as “BWR” or “Monitoring Agency” or “MA”). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal with any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditors (or from peer reviewed CA firms) appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013.

e) While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from auditors (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports.

f) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

g) BWR is an independent Monitoring Agency and may determine, apply and amend its approach, processes and procedures in its sole discretion from time to time provided the same are in line with the SEBI ICDR Regulations.

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