Zelio E-Mobility Ltd Directors Report

(Pursuant to Sub-Section (3) of Section 134 of the Companies Act, 2013) Financial Year 2025-26

To, The Members,

Your Directors are pleased to present the 5th (fifth) Annual Report on the business and operations of Zelio E-Mobility Limited ( the Company ) together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the Financial Year ended 31st March, 2026, as compared to the previous Financial Year, is summarised below:

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26
Revenue from Operations	30,354.25	17,218.94	31,071.12
Other Income	305.85	160.70	296.65
Total Revenue	30,660.10	17,379.64	31,367.77
Total Expenses	27,268.05	15,444.14	27,926.34
Profit Before Tax	3,392.05	1,935.50	3,441.43
Tax Expense	589.34	337.29	602.72
Profit After Tax	2,802.71	1,598.21	2,838.71
Paid-up Equity Share Capital (Face Value Rs.10/-)	2,115.00	1,653.00	2,115.00
Reserves and Surplus	9,001.86	1,014.40	9,037.84
Earnings Per Share - Basic & Diluted (Rs.)	14.95	9.67	15.14

Note: Consolidated figures for FY 2024-25 are not available since Zelio Auto Components Limited became a subsidiary of the Company only with effect from 13th May, 2025, and the Company accordingly had no subsidiary, associate or joint venture in the previous financial year.

2. DIVIDEND

In order to conserve resources for business expansion / working capital / capex on the new manufacturing unit, your Directors do not recommend any dividend for the Financial Year ended 31st March, 2026.

3. TRANSFER TO RESERVES

In view of the Company s financial performance during the year and considering future business prospects, no amount has been transferred to the general reserves during the year under review.

The Reserves and Surplus of the Company (standalone) stood at Rs. 9,001.86 Lakhs as on 31st March, 2026, as against Rs. 1,014.40 Lakhs as on 31st March, 2025, the increase being primarily attributable to profits earned during the year and premium received on the IPO.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid last year.

5. STATE OF COMPANY S AFFAIRS / REVIEW OF OPERATIONS

During the year under review, the Company recorded a Revenue from Operations (standalone) of Rs. 30,354.25 Lakhs as against Rs. 17,218.94 Lakhs in the previous year, reflecting a growth of approximately 76.28% year-on-year. Profit After Tax (standalone) stood at Rs. 2,802.71 Lakhs as against Rs. 1,598.21 Lakhs in the previous year.

During the year under review, the Company continued to strengthen its manufacturing and distribution footprint, operating from its manufacturing units at Ladwa, Hisar (Haryana) and Alarpur, Cuttack (Odisha), supported by a warehousing facility at Chandan Nagar, Hisar (Haryana).

Operational Highlights

The Company expanded its footprint to over 400 cities and towns across India, reflecting steady growth in both urban and semi-urban markets. Zelio s product portfolio remains diversified to serve a broad cross-section of consumers including students, gig and delivery workers, senior citizens, and rural/agricultural users, through purpose-built electric scooters and utility vehicles engineered for Indian road and usage conditions.

The Company also focused on strengthening of the HyperService network, enhancing after-sales support and customer service turnaround across the Company s operating geographies.

It has set up a new manufacturing plant at Coimbatore, Tamil Nadu to enhance the production capacity, improve regional supply efficiency, optimize logistics, and achieve greater operating leverage which will primarily cater to southern markets including Tamil Nadu, Karnataka, Kerala, Telangana, Andhra Pradesh, and South Maharashtra.

Further, during the year under review, the Company embarked on a historic journey of Initial Public Offer of its equity shares aggregating to 78.34 crores, comprising of issue of fresh equity shares aggregating 62.83 Crores as well as offer for sale by certain existing shareholders aggregating 115.50 crores ( IPO ). We are pleased to inform that your Company s equity shares were successfully listed on October 08, 2025 on SME platform of BSE Limited.

The Directors remain cautiously optimistic about the Company s prospects for the ensuing financial year, and will continue to focus on scaling up manufacturing capacity, widening the product range, deepening market penetration, and strengthening the balance sheet, while closely monitoring input cost trends and the regulatory environment governing the electric vehicle industry.

6. CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the year under review.

7. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the year under review, the Company completed its Initial Public Offer ( IPO ) of 57,600,000 equity shares having a face value of Rs. 10/- (Rupees ten only) equity shares at an offer price of Rs. 136/- (Rupees One Hundred Thirty-six only) per equity share, including premium of Rs. 126/- (Rupees one hundred twenty-six only) aggregating to Rs. 78.34 Crores, comprising of fresh issue of 46,20,000 equity shares and an offer of sale of 11,40,000 equity shares by certain existing equity shareholders of the Company.

The issue was open for subscription from September 30, 2025 to October 03, 2025.

On October 08, 2025, the equity shares of your Company got listed on SME Platform of BSE Limited under Scrip Code 544563.

The proceeds from the Fresh Issue are being utilized in line with the stated objects in the IPO Prospectus

8. SHARE CAPITAL AND DEBENTURES

A. Share Capital

(a) Authorised Share Capital

The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 25,00,000 (Rupees Twenty-five Crores only) divided into 2,40,000 (Two crore forty lakhs) equity shares of Rs. 10/- (Rupees Ten only) and 10,00,000 (Ten lakhs) preference shares of Rs. 10/- (Rupees Ten only).

Prior to the reclassification, the Authorised Share Capital of the Company was Rs. 25,00,000/- (Rupees Twenty-Five Crores only), divided into 2,50,000,000 (Two Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

However, on 9th May, 2025, the Company reclassified its Authorised Share Capital by converting 10,00,000 Equity Shares of Rs. 10/- each into 10,00,000 Preference Shares of Rs. 10/- each.

(b) Issued, Subscribed and Paid-up Share Capital

The paid-up equity share capital of the Company as on 1st April, 2025 stood at Rs. 16,53,000/- (Rupees sixteen crores fifty-three lakhs only), comprising 1,65,30,000 (One crore sixty-five lakhs thirty thousand) equity shares of Rs. 10/- each (Rupees ten only). During the year under review, 46,20,000 (Forty-six lakhs twenty thousand) equity shares of face value of Rs. 10/- (Rupees ten only) were allotted as a fresh issue pursuant to Initial Public Offer (IPO).

Consequently, as on 31st March, 2026, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 21,15,00,000/- (Rupees twenty-one crores fifteen lakhs only), comprising 2,11,50,000 (Two crores eleven lakhs fifty thousand) equity shares of Rs. 10/- each (Rupees ten only).

(c) Equity Shares with Differential Voting Rights and Sweat Equity Shares

The Company has neither issued equity shares with differential voting rights nor sweat equity shares during the year under review.

B. Debentures

As on 31st March, 2026, the Company does not have any debentures.

9. DEPOSITS

During FY 2025-26, the Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ( the Act ) read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement for furnishing of details relating to deposit covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable. Hence no such disclosure is required.

However, the Particulars of transactions not considered as Deposit under Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014 for the Financial Year 2024-2025 in e form DPT-3 has been filed by the Company on MCA e-filing portal.

10. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Board of Directors at their meeting held on April 24, 2025, accorded their approval for incorporation of a wholly Owned Subsidiary ( WOS ), namely, Zelio Auto Components Limited, for importing and exporting of spare parts of EV Vehicles.

Consequently, the Company was required to prepare Consolidated Financial Statements for the Financial Year ended 31st March, 2026, in accordance with the applicable Accounting Standards.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary company are annexed in Form AOC-1 to this Report as Annexure-1.

The Company s Policy for determining Material Subsidiaries is available on the https://files.zelioebikes.com/uploads/1783595797_1779696963_13-Policy-for-determining-Material-subsidiaries.pdf

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Board of Directors

Zelio E-Mobility Limited has an appropriate mix of directors on its Board. As on March 31, 2026, the Board consisted of three (3) Executive Directors, one (1) Non-Executive Director and two (2) Non-Executive Independent Directors.

Directors are eminent individuals of diverse backgrounds with skills, experience and expertise in various areas.

The composition of the Board of Directors of the Company as on the date of this Report is as under:

Name of Director	DIN	Designation / Category	Date of Appointment
Mr. Niraj Arya	09241628	Chairman & Whole-time Director	15/07/2021
Mr. Kunal Arya	09241630	Managing Director	15/07/2021
Mr. Deepak Arya	09241629	Whole-time Director	15/07/2021
Mr. Sulabh Jain	07739598	Independent Director	11/02/2025
Ms. Meenakshi Jain	10937510	Independent Director	11/02/2025
Ms. Sayuri Arya	10942187	Non-Executive Director	11/02/2025

None of the Directors ceased/resigned from the office of Directorship during the financial year under report.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kunal Arya (DIN: 09241630), Managing Director of the Company, is liable to retire by rotation at the forthcoming 5th Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing 5th Annual General Meeting.

Key Managerial Personnel

Pursuant to Section 203 of the Companies Act, 2013 read with the applicable rules made thereunder, the following persons were designated as the Key Managerial Personnel (KMP) of the Company:

Name	Designation	Date of Appointment
Mr. Niraj Arya	Chairman & Whole-time Director	11/02/2025
Mr. Deepak Arya	Whole Time Director	11/02/2025
Mr. Kunal Arya	Managing Director	11/02/2025
Mr. Shubham Garg	Chief Financial Officer	01/03/2025
Ms. Priyanka Garg	Company Secretary & Compliance Officer	01/03/2025

12. NUMBER OF BOARD MEETINGS AND COMMITTEES OF THE BOARD

During the Financial Year ended 31st March, 2026, Sixteen (16) meetings of the Board of Directors were convened and held, the details regarding the number of Board meetings held during the financial year 2025-26 is mentioned below:

S.No.	Date of Board Meeting	No. of Directors Present	Total Strength of Board
1	April 11, 2025	6	6
2	April 17, 2025	4	6
3	April 24, 2025	4	6
4	June 28, 2025	4	6
5	July 01, 2025	4	6
6	July 22, 2025	4	6
7	August 16, 2025	6	6
8	August 30, 2025	6	6
9	September 10, 2025	6	6
10	September 23, 2025	6	6
11	September 29, 2025	6	6
12	October 06, 2025	6	6
13	October 07, 2025	4	6
14	November 14, 2025	6	6
15	January 15, 2026	4	6
16	March 09, 2026	6	6

Attendance of Directors

S.No.	Name of Director	No. of Meetings Attended (out of 16)
1	Mr. Niraj Arya	16
2	Mr. Deepak Arya	16
3	Mr. Kunal Arya	16
4	Ms. Sayuri Arya	16
5	Ms. Meenakshi Jain	9
6	Mr. Sulabh Jain	9

The Company has complied with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). In accordance with statutory and regulatory requirements, the Board has constituted the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

4. Corporate Social Responsibility Committee

(a) Audit Committee

The composition of the Audit Committee as at March 31, 2026 as follows:

Name of Member	Designation in Committee	Category
Ms. Meenakshi Jain	Chairperson	Independent Director
Mr. Sulabh Jain	Member	Independent Director
Mr. Kunal Arya	Member	Managing Director

During the period under review, the Audit Committee of the Company met Eight (8) times in compliance with the provisions of Section 177 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company

S.No.	Date of Audit Committee Meeting
01	April 11 2025
02	July 07 2025
03	August 30 2025
04	September 09 2025
05	September 23 2025
06	November 14 2025
07	January 15 2026
08	March 09 2026

(b) Nomination and Remuneration Committee

The composition of the Nomination & Remuneration Committee as at March 31, 2026 as follows:

Name of Member	Designation in Committee	Category
Ms. Meenakshi Jain	Chairperson	Independent Director
Mr. Sulabh Jain	Member	Independent Director
Ms. Sayuri Arya	Member	Non-Executive Director

During the period under review, the Nomination & Remuneration Committee of the Company met one (1) time in compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company.

S.No.	Date of Nomination & Remuneration Committee Meeting
01	January 15 2026

(c) Stakeholders Relationship Committee

The composition of the Stakeholder Relationship Committee as at March 31, 2026 as follows:

Name of Member	Designation in Committee	Category
Ms. Meenakshi Jain	Chairperson	Independent Director
Mr. Niraj Arya	Member	Whole-time Director
Mr. Kunal Arya	Member	Managing Director

During the period under review, the Stakeholder Relationship Committee of the Company met Two (2) times in compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rules 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2014, which are applicable to the Company.

S.No.	Date of Stakeholder Relationship Committee Meeting
01	January 15 2026
02	March 09 2026

(d) Corporate Social Responsibility Committee

The Composition of Corporate Social Responsibility Committee as at March 31, 2026 as follows:

Name of Member	Designation in Committee	Category
Mr. Kunal Arya	Chairman	Managing Director
Mr. Niraj Arya	Member	Whole-time Director
Ms. Meenakshi Jain	Member	Independent Director

During the period under review, the Corporate Social Responsibility Committee of the Company met two (2) times in compliance with the provisions of Section 135 of the Companies Act, 2013 -

S.No.	Date of Corporate Social Responsibility Committee Meeting
01	August 30 2025
02	February 05 2026

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors, namely Mr. Sulabh Jain and Ms. Meenakshi Jain, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All the Independent Directors were confirmed that there has been no change in the circumstances which may affect their status as Independent Directors and the Independent Directors are persons of high repute, integrity and possess relevant expertise and experience in the respective fields. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

Further, Independent Directors had no pecuniary relationship or transactions with the Company, other than sitting fees.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board including those appointed during the Financial Year

14. ANNUAL EVALUATION OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 (the Act), read with the applicable provisions of Section 149(8) and Schedule IV of the Act, the Board has carried out the annual evaluation of its own performance, the performance of its Committees and of individual Directors. Nomination and Remuneration Committee of the Company has formulated/specified the manner of annual board evaluation vide Nomination and Remuneration Policy . The evaluation was conducted based on a structured questionnaire covering various aspects of the Board s functioning, such as adequacy of the composition of the Board and its Committees, execution and performance of specific duties, obligations and governance, contribution towards corporate strategy, safeguarding stakeholders interests and enhancing shareholders value.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Board as a whole, Chairman and the Non-Independent Directors was carried out by the Independent Directors in their separate meeting held on March 09, 2026 for the FY 2025-26. The Nomination and Remuneration Committee has also carried out evaluation of the performance of every Director.

The Board of Directors expressed their satisfaction with the Policy and Annual Performance Evaluation process and evaluation results.

15. APPOINTMENT AND REMUNERATION POLICY

The Nomination and Remuneration Committee is authorized to determine the criteria of appointment of Directors and to identify candidates for appointment to the Board of Directors. In evaluating the suitability of a person for appointment/re-appointment as a Director, the Committee takes into account the eligibility, qualification, skills, expertise, track record, integrity of the appointee. The Committee also assesses the independence of directors at the time of their appointment/re-appointment as per the criteria prescribed under the provisions of the Act.

The Company has Nomination and Remuneration Policy in place for remuneration of Directors (Executive and Non-Executive), Key Management Personnel, Senior Managerial Personnel and other employees in line with the requirement of the Act, SEBI LODR Regulations.

We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

The relevant Policy(ies) are being updated regularly and have been uploaded on the website of the Company and can be accessed through the link https://files.zelioebikes.com/uploads/178359567_1779696834_5-Nomination-and-Remuneration-Policy.pdf

16. POLICIES

In Pursuance to the Companies Act, 2013 and the listing regulations, the following policies have been framed and disclosed on the Company s Website https://zelioebikes.com/investor-new/

1. Archival Policy

2. Code of Conduct of Board & Senior Management

3. Corporate Social Responsibility Policy

4. Familiarisation Programme for Independent Directors

5. Nomination and Remuneration Policy

6. Policy for Preservation of Documents

7. Policy of Making Payments to Non-Executive Directors

8. Policy on Code of Practices and Procedures for Fair Disclosure of UPSI

9. Policy for Disclosure & Determination of Materiality of Events or Information

10. Policy on identification of Group Companies Material Creditors and Material Litigations

11. Policy on Diversity of Board of Directors

12. Policy on Materiality of Related Party Transactions

13. Policy-for-Determining-Material-Subordinates

14. Prevention of Sexual Harassment Policy

15. Prohibition of Insider Trading Policy

16. Terms & conditions of Appointment of Independent Directors

17. Whistle Blower Policy

18. Risk Management Policy

19. Dividend Distribution Policy

20. Policy with respect to obligations of Directors and senior Management

21. Orderly Succession Policy for Appointments to the Board and to Senior Management

22. Criteria for performance evaluation of Independent Directors and the Board of Directors

23. Equal Employment Opportunity (EEO) Policy

17. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Rules framed thereunder, M/s Murari Garg & Co., Chartered Accountants (FRN: 013241N), were appointed as Statutory Auditors of the Company at the Annual General Meeting held on September 30, 2022. They shall hold such office from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting.

The Company has received a certificate from M/s Murari Garg & Co. confirming that they meet the eligibility criteria prescribed under Section 141 of the Companies Act, 2013.

The Auditor s Report on the financial statements of the Company for the financial year ended March 31, 2026, forms part of this Annual Report. The report does not contain any qualification, reservation, or adverse remark, and therefore, no explanation by the Board is required in this regard.

18. INTERNAL AUDITOR

The Board of Directors, at its meeting held on 09th March 2026, appointed M/S T S A & Co., Chartered Accountants (FRN: 002062C), as the Internal Auditor of the Company for the Financial Year 2025-2026.

Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on 28th May, 2026, approved the re-appointment of M/S T S A & Co., Chartered Accountants (FRN: 002062C), as the Internal Auditor of the Company for the Financial Year 2026-27, pursuant to Section 138 of the Companies Act, 2013 read with the applicable Rules.

19. SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at its meeting held on September 07, 2026, based on the recommendation of the Audit Committee and Nomination & Remuneration Committee and subject to the approval of the Members at the 5th Annual General Meeting, approved the appointment of M/s Jagir Singh & Associates, Practicing Company Secretaries (COP: 16852), as the Secretarial Auditor of your Company for a term of 5 (Five) consecutive financial years, commencing from FY 2026-27 up to FY 2030-31.

The Secretarial Audit Report in Form MR-3 for the FY 2025-26 is annexed to this report as Annexure-2. The Report does not contain any qualification, reservation or adverse remark, accordingly, no explanation by the Board is required.

20. DIRECTORS RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

The amended provisions of Regulation 24A (2) of SEBI Listing and Obligations and Disclosure Requirements (LODR) Regulations, 2015 are not applicable to the Company.

21. COST AUDITOR AND COST RECORDS

Pursuant to the provisions of Section 148(1) of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, certain classes of companies engaged in specified industries are required to maintain cost records as prescribed by the Central Government.

During the financial year under review, the Company is not engaged in any of the activities for which the maintenance of cost records has been prescribed under the said rules. Accordingly, the provisions of Section 148(1) are not applicable to the Company.

22. DIRECTORS RESPONSIBILITY STATEMENT

The Company has taken utmost care in its operations, compliance, transparency, financial disclosures and financial statements have been made to give a true and fair view of Company. As required under Section 134(5) and Section 134(3)(c), and based upon the detailed representation, due diligence and inquiry thereof and your Board of Directors assures and confirm as under:

a) in the preparation of the annual accounts for the Financial Year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026, and of the profit of the Company for that period; c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The annual accounts for the financial year ended March 31, 2026 have been prepared on a going concern basis; e) The Directors have laid down internal financial controls to be followed by the Company and such internal financial control are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

23. INTERNAL FINANCIAL CONTROLS

Your Company has established an effective system of internal financial controls and risk-mitigation, which are continuously reviewed, assessed, and strengthened through revised Standard Operating Procedures. The internal control framework of the Company is commensurate with its size, scale, and complexity of operations, ensuring orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Audit Committee of the Board periodically reviews the adequacy and effectiveness of the internal control systems and provides guidance for their continuous improvement.

Further, in terms of Section 138 of the Act, the Board of Director of the Company has appointed Internal Auditor to conduct the internal audit of the Company. The findings, if any, of the Internal Audit along with corrective actions taken by the management will be placed before the Audit Committee at regular intervals.

24. RISK MANAGEMENT POLICY

Your Company has in place a comprehensive Risk Management Framework supported by strong internal control systems. The framework, comprising policies and procedures formulated at the management level, is strictly implemented and monitored across all levels of the organization. It defines the Company s risk management approach at the enterprise, functional, and operational levels, embedding risk management practices into critical business activities and processes.

The framework facilitates identification, assessment, and monitoring of key risks and ensures timely mitigation through well-defined control measures and action plans. Risks are periodically reviewed to assess any changes in their nature, scope, or potential impact since the last evaluation.

The Internal Audit function will play an integral role in the risk management process by carrying out periodic audits of divisions and functions. The audit findings and risk reports, if any, will be placed before the Audit Committee and the Board of Directors for review, enabling oversight on the adequacy and effectiveness of the framework.

The Risk management policy is available on the website of the Company https://files.zelioebikes.com/Uploads/1783595872_1779696999_18-Risk-ManagementPolicy.pdf

25. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is dedicated to fostering a positive legacy through active community engagement and environmental stewardship. The Company believes that true corporate success is inseparable from the health of our society. Through sustainable innovation, we are committed to creating a lasting, positive impact on the world around us.

The Company s standalone net profit, computed in accordance with Section 198 of the Companies Act, 2013, for the Financial Year 2024-25 (the immediately preceding financial year) was Rs. 1935.50 Lakhs, exceeding the threshold of Rs. 5 crores specified under Section 135(1) of the Companies Act, 2013. Accordingly, the Company meets the criteria set out for making contributions in accordance with the statutory norms required under Section 135 of the Act.

The Company has always been committed to building a sustainable ecosystem and is placing concerted efforts to operate in ways that enhance society and the environment.

The Company has a well-defined policy on CSR under Section 135 of the Act. The CSR policy of the Company is available on its website at https://files.zelioebikes.com/uploads/1783595590_1779696816_3-CorporateSocial-Responsibility-Policy.pdf

The Annual Report on CSR activities, containing the details as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure-3 to this Report.

26. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees or investments made by the Company under the aforesaid provisions during the Financial Year 2025-26 have been provided in the Notes to the Financial Statements for the Financial Year ended March 31, 2026.

During the year, the Company made an investment of Rs. 10.00 Lakhs in its wholly-owned subsidiary, Zelio Auto Components Limited. During the year under review, the company has also provided a loan of Rs. 323 Lakh at interest rate of 9% p.a. to its wholly owned subsidiary company. The outstanding balance as at March 31, 2026 stood at Rs. 258.99 Lakhs.

27. PARTICULARS OF LOANS GIVEN TO DIRECTORS UNDER SECTION 185 OF THE COMPANIES ACT, 2013:

In terms of the disclosures forming part of the Financial Statements of the Company for the financial year ended 31st March, 2026, no loan has been advanced by the Company to any of its Directors during the year under review.

The Company has, at all times during the year, remained in compliance with the provisions of Section 185 of the Companies Act, 2013, and in instance of any loan, advance, or financial assistance having been extended, directly or indirectly, to any Director of the Company or to any person in whom a Director is interested, has been observed or recorded in the books of account of the Company.

28. REMUNERATION TO INDEPENDENT DIRECTORS / SITTING FEES

Pursuant to the provisions of Section 197(5) of the Companies Act, 2013 read with Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company pays sitting fees to its Independent Directors for attending meetings of the Board of Directors and Committees thereof.

During the financial year under review, the Company paid Rs. 1,80,000/- sitting fees to Mr. Sulabh Jain and Rs. 1,20,000/- sitting fees to Ms. Meenakshi Jain, Independent Directors depending on the number of meetings of the Board and its Committees attended by them. The sitting fees so paid are well within the limits prescribed under the aforesaid Rules and do not form part of the remuneration of the Directors for the purposes of Section 197 and Section 198 of the Act, sitting fees being specifically excluded from the ambit of managerial remuneration.

Apart from the sitting fees, the Independent Directors have no pecuniary relationship or transactions with the Company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, other than sitting fees/commission, if any, and reimbursement of expenses incurred by them for attending meetings.

29. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm s length basis and were in the ordinary course of business. There are no materially significant related party transactions entered by the Company with related parties which may have a potential conflict with the interest of the Company. During the FY 2025-26, the Company entered into related party transactions in the ordinary course of business and on an arm s length basis, including remuneration to Whole-time Directors and the Managing Director, transactions with entities in which relatives of directors are interested, and transactions with its wholly owned subsidiary, Zelio Auto Components Limited. Details of such transactions are set out in Form AOC-2 annexed to this Report.

All Related Party Transactions are placed before the Audit Committee for approval as per the Related Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on the website of the Company and can be accessed through the link https://files.zelioebikes.com/uploads/1783595872_1779696999_18-Risk-ManagementPolicy.pdf

The details of transaction entered with related party i.e. AOC-2 during the Financial Year are enclosed in Annexure-4

30. REMUNERATION DETAILS AND PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2), and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure-5 to this Report.

31. DISCLOSURE ON EMPLOYEE STOCK OPTION PLAN

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of the Companies (Accounts) Rules, 2014 is given below:

A. Conservation of Energy

I. The steps taken or impact on conservation of energy:

Conservation of energy is of utmost significance to the company. Every effort is made to ensure optimum use of energy by using energy-efficient computers, processes and other office equipment and construction machinery. Constant efforts are made through regular/preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

II. The steps taken by the company for utilizing alternate sources of energy: Nil

III. The capital investment on energy conservation equipment: Nil

B. Technology Absorption:

II. Efforts in brief made towards technology absorption: As technologies change rapidly, your Company recognizes the need to invest in new emerging technologies to leverage them for improving productivity, quality and reach to new customers.

is essential to have a technology infrastructure that is at par with the best in the world. Your Company thus follows a practice of upgrading computing equipment on an ongoing basis.

ii. Benefits derived like product improvement, cost reduction, product development or imports substitution: NIL

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

(a) Technology Imported: NIL (b) Year of Import: NIL (c) Whether the technology has fully been absorbed: NIL (d) If not fully absorbed, area where absorption has not taken place and reason thereof: NIL

iv. Expenditure incurred on Research and Development: NIL

Foreign Exchange Earnings and Outgo

During the year, the Company did not earn any foreign exchange through direct export sales. Although goods were physically exported to Nepal, these sales were invoiced and paid for in INR, and are therefore not treated as foreign exchange earnings.

The Company remains significantly exposed to foreign currency fluctuations, mainly due to the import of raw materials and components (such as EV kits, batteries, and motors), as well as certain payables linked to exchange rates.

These are set out below:

Particulars ( \u20b9 in Lakhs)	FY 2025-26	FY 2024-25
Foreign Exchange Earned (Export of Goods, FOB basis)	Nil	Nil
Value of Imports on CIF basis - Raw Materials	19,890.73	11,313.74
Value of Imports on CIF basis - Plant & Machinery/Equipment	29.10	30.09
Total Value of Imports (CIF)	19,919.83	11,343.82
Expenditure in Foreign Currency (Software License Fees)	28.70	Nil
Foreign Exchange Gain (included under Other Income)	208.08	158.31
Foreign currency-denominated Trade Payables (year-end)	1,027.86	64.50
Foreign currency-denominated Advances to Vendors (year-end)	1,705.65	467.64

33. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company is committed to conducting its business with the highest standards of integrity, transparency, fairness, and ethical conduct. In furtherance of this commitment, the Company has adopted a Whistle Blower Policy in accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

The Policy provides a robust mechanism for employees and stakeholders to report genuine concerns relating to unethical conduct, actual or suspected fraud, violations of the Company s Code of Conduct, policies, or applicable laws and regulations, without fear of retaliation.

The Whistle Blower Policy is available on the Company s website at https://files.zeloibikes.com/uploads/1783595860_1779696993_17-Whistle-BlowerPolicy.pdf .

The Company maintains a zero-tolerance approach towards any form of retaliation, discrimination, harassment, victimization, or any other unfair employment practice against whistle blowers. Adequate safeguards are in place to protect individuals reporting concerns in good faith. The Policy also provides direct access to the Chairperson of the Audit Committee to facilitate reporting of concerns, wherever considered necessary.

During the year under review, no complaint pertaining to the Company was received under the Whistle Blower Policy.

34. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company as on 31st March, 2026, is available on the Company s website at www.zeloibikes.com .

35. MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013, the Board wishes to state that there have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

Pursuant to Regulation 30, read with Para B of Part A of Schedule III of the Listing Regulations and SEBIMaster Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 issued on July 11, 2023

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee.The details are required to be disclosed under the said Act are as follows:

The number of sexual harassment complaints received during the year Nil The number of such complaints disposed of during the year Nil The number of cases pending for a period exceeding ninety days Nil Number of Complaints pending as on the end of the financial year Nil

36. COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961, and confirms that it has complied with all applicable provisions of the said Act during the year.

37. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceeding is

(updatedon January 30, 2026), we hereby inform that today i.e. July 13, 2026, the company has inaugurated a newmanufacturing plant having address at Door No. 30/5/1, Survey No. 206/3B, Trichy Road,NagiyyaanThottam , Lakshmi Nagar, Kannampalayam, Coimbatore, Tamil Nadu - 641402.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

There are no significant or material orders passed by any Regulator, Court or Tribunal impacting the going concern status or the Company s operations in future except the following

During the financial year ended 31st March, 2026, the Securities and Exchange Board of India ( SEBI ) levied a penalty of Rs. 60,000/- (Rupees Sixty Thousand only) on the Company in relation to the non-compliance arising from the non-submission of the Integrated Governance Report for the quarter ended 31st December, 2025.

39. INVESTOR COMPLAINTS

The Company has not received any investor complaints during the Financial Year ended 31st March, 2026, and no complaint was pending as on 31st March, 2026.

40. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a Policy on Prevention of Sexual Harassment at the Workplace, in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

An Internal Complaints Committee (ICC) has been constituted to consider and resolve complaints related to sexual harassment, as mandated by the said Act. The policy is applicable to all employees of the Company, including permanent, contractual, temporary, and trainees.

During the financial year under review, no complaint pertaining to sexual harassment was received by the Internal Complaints Committee.The details are required to be disclosed under the said Act are as follows:

The number of sexual harassment complaints received during the year Nil The number of such complaints disposed of during the year Nil The number of cases pending for a period exceeding ninety days Nil Number of Complaints pending as on the end of the financial year Nil

pending against the company under the Insolvency and Bankruptcy Code, 2016, against the Company as at the end of the Financial Year.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION AT ONE-TIME SETTLEMENT AND VALUATION WHILE TAKING LOAN FROM BANKS/ FINANCIAL INSTITUTIONS

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42. DETAILS OF FRAUD REPORTED BY AUDITORS UNDER SECTION 143(12)

Pursuant to Section 143(12) of the Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014, the Statutory Auditors and the Secretarial Auditor of the Company have not reported any instance of fraud committed against the Company by its officers or employees, to the Audit Committee or the Board of Directors under the said Section, during the financial year under review.

43. FINANCIAL PERFORMANCE OF SUBSIDIARY COMPANY - ZELIO AUTO COMPONENTS LIMITED

Zelio Auto Components Limited, a wholly owned subsidiary of the Company incorporated on 13th May, 2025 and engaged in trading of batteries, chargers and spare parts, has completed its first financial year ended 31st March, 2026.

During this period, the subsidiary recorded a Revenue from Operations of 716.87 Lakhs and earned a Profit After Tax of 35.97 Lakhs. As on 31st March, 2026, the subsidiary s Total Assets stood at 474.65 Lakhs, with a paid-up Share Capital of 10.00 Lakhs (wholly held by Zelio E-Mobility Limited) and Reserves & Surplus of 35.97 Lakhs.

Being its first year of operations, the subsidiary has made a satisfactory start and is expected to contribute positively to the Company s consolidated performance going forward.

44. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e., SS-1 (Meetings of the Board of Directors) and SS-2 (General Meetings), issued by the Institute of Company Secretaries of India.

45. CORPORATE GOVERNANCE

Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( LODR Regulations ), the requirements under Regulations 17 to 27, which pertain to Corporate Governance, are not applicable to the Company. Accordingly, the report on Corporate Governance does not form part of this Report

46. MANAGEMENT DISCUSSION AND ANALYSIS

Management s Discussion and Analysis Report for the year under review detailing economic scenario and outlook, as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI LODR Regulations ) is presented in a separate section as Annexure-6 and forms an integral part of this Report.

47. CAUTIONARY STATEMENT

Statements in this Report, including those relating to the Company s objectives, projections, estimates, expectations or predictions, may be forward-looking within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could influence the Company s operations include global and domestic demand-supply conditions for electric vehicles, raw material and battery cell prices, changes in Government regulations and subsidy policies, tax regimes, economic developments and other incidental factors. Members and readers are cautioned that, in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness.

48. ACKNOWLEDGEMENT

Your Directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors
Zelio E-Mobility Limited
(Formerly known as Zelio Auto Private Limited)
Niraj Arya	KunalArya
Chairman & Whole-time Director	Managing Director
DIN:09241628	DIN:09241630
Place: Hisar
Date: 07th September 2026