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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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