Zelio E-Mobility Ltd IPO

The IPO opens on 30 Sept 2025 & closes on 03 Oct 2025.

Zelio E-Mobility Limited was originally incorporated as a private limited Company in the name of 'Zelio Auto Private Limited' on July 15, 2021. The Company changed its name from 'Zelio Auto Private Limited' to 'Zelio E-Mobility Private Limited' and a fresh certificate of incorporation was issued by the Registrar of Companies, Central Processing Centre dated November 21, 2024. Subsequently, Company changed its status to Public Limited Company and the name of the Company was changed to 'Zelio E-Mobility Limited' vide a fresh certificate of incorporation dated November 29, 2024 issued by the Registrar of Companies, Central Processing Centre. The Company is managed by the promoters Niraj Arya, Kunal Arya and Deepak Arya since its incorporation. The Company is primarily engaged in the business of manufacturing, assembling and supplying of electric vehicles, offering a range of electric two-wheelers (E-2Ws) and three-wheelers (3Ws), available in a variety of design, color, speed variants etc. Zelio E-Mobility are an ISO 45001:2018, ISO 9001:2015 and ISO 14001:2015 certified company, operating under the brand name 'Zelio' for E-2Ws and 'Tanga' for 3Ws and focusing on the production of E-2Ws and 3Ws which serves environmental benefits such as lower emissions, reduced noise, energy sustainability etc. Currently, Company is operating the business through manufacturing unit in Hisar district of Haryana, India. It works on an installed capacity of producing 72000 units p.a. (electric two-wheelers/three-wheelers) with various machines such as Conveyor Line-32 meter long, welding machines, impact wrenches, bolt tightening tools, drilling tools etc. for manufacturing, assembling and supplying of electric vehicles. The Company launched the first range of electric scooters in FY 2021-22 and operate through a network of exclusive and non-exclusive dealers spanning across urban, semi-urban, and rural areas. Company launched the IPO OF 57,60,000 equity shares having the face value of Rs 10 each, by raising Rs 78.33 Crore comprising a fresh issue of 46,20,000 equity shares aggregating to Rs 62.83 Cr and the offer for sale of 11,40,000 equity shares aggregating to Rs 15.50 Cr in October, 2025. The Company incorporated Zelio Auto Components Limited as a subsidiary Company in May, 2025.

Zelio E-Mobility Ltd IPO will close on 03 Oct 2025.

<ul><li>Extensive network of dealers covering major parts of India.</li><li>Quality Assurance ensuring standardized product quality.</li><li>Revenue derived from a geographically dispersed customer base.</li><li>Proven track record of Financial Success.</li><li>Experienced Promoters with senior management backed by marketing team.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Niraj Arya</td> <td>5509449</td> <td>33.33</td> <td>5129449</td> <td>24.25</td> </tr> <tr> <td>2</td> <td>Kunal Arya</td> <td>5508898</td> <td>33.33</td> <td>5128898</td> <td>24.25</td> </tr> <tr> <td>3</td> <td>Deepak Arya</td> <td>5509449</td> <td>33.33</td> <td>5129449</td> <td>24.25</td> </tr> <tr> <td>4</td> <td>Sayuri Arya</td> <td>---</td> <td>---</td> <td>---</td> <td>---</td> </tr> <tr> <td>5</td> <td>Arun Lata</td> <td>551</td> <td>---</td> <td>551</td> <td>---</td> </tr> <tr> <td>6</td> <td>Saroj Arya</td> <td>551</td> <td>---</td> <td>551</td> <td>---</td> </tr> <tr> <td>7</td> <td>Priyanka Arya</td> <td>551</td> <td>---</td> <td>551</td> <td>---</td> </tr> <tr> <td>8</td> <td>Anchal Aggarwal</td> <td>551</td> <td>---</td> <td>551</td> <td>---</td> </tr> </tbody> </table>

<ul><li>Our Company has been recently formed, thus we have limited operating history as a Company which may make it difficult for investors to evaluate our historical performance or future prospects.</li><li>Our Company is dependent on limited number of suppliers within limited geographical location for procurement of raw materials. Any delay, interruption or reduction in the supply of raw materials required for our products may adversely affect our business, results of operations, cash flows and financial condition.</li><li>We generate our major portion of turnover from our operations in certain geographical regions and any adverse developments affecting our operations in these regions could have an adverse impact on our revenue and results of operations.</li><li>We source our majority of the raw materials from international market i.e. China. Any adverse developments affecting our procurement in this region could have an adverse impact on our revenue and results of operations.</li><li>We require certain approvals, licenses, registrations and permits to operate our business, and failure to obtain or renew them in a timely manner or maintain the statutory and regulatory permits and approvals required to operate our business may adversely affect our operations and financial conditions.</li><li>Our historical performance is not indicative of our future growth or financial results and we may not be able to sustain our historical growth rates.</li><li>Our business is dependent on our manufacturing unit and we are subject to certain related risks; Unplanned slowdowns, unscheduled shutdowns or prolonged disruptions in our manufacturing operations could have an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We may not be able to adequately protect or continue to use our intellectual property.</li><li>The restated financial statements have been provided by peer reviewed chartered accountants who is not statutory auditor of our company.</li><li>We have experienced negative operating cash flows in the past. Any operating losses or negative cash flows in the future could adversely affect our results of operations and financial conditions.</li><li>We do not own the registered office and warehouse from which we carry out and will be carrying out our business activities. In case of non-renewal of lease agreements or dispute in relation to use of the said premise/s, our business and results of operations can be adversely affected.</li><li>Our business is working capital intensive and hence, Inventories and trade receivables form a major part of our current assets. Failure to manage our inventory and trade receivables could have an adverse effect on our sales, profitability, cash flow and liquidity.</li><li>Our business is dependent on the sale of our products to certain key dealers. The loss of any of these dealers or loss of revenue from sales to these dealers could have a material adverse effect on our business, financial condition, results of operations and cash flows.</li><li>We may not be able to compete successfully in the highly competitive and fast evolving automotive market.</li><li>We share the registered office premises with our promoter group entity.</li><li>If there are delays in setting up the Proposed manufacturing unit or if the costs of setting up and the possible time or cost overruns related to the Proposed manufacturing unit or the purchase of plant and machinery are higher than expected, it could have a material adverse effect on our financial condition, results of operations and growth prospects.</li><li>The Company has not placed orders of plant & machinery for our proposed object as specified in the Objects of the Offer. Any delay in placing orders, procurement of plant & machinery may delay our implementation schedule and may also lead to increase in price of these plant & machinery and equipment, further affecting our revenue and profitability.</li><li>Under-utilization of our manufacturing capacities and an inability to effectively utilize our existing manufacturing capacities could have an adverse effect on our business, future prospects and future financial performance.</li><li>Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject and this may have a material effect on our business and financial condition.</li><li>If our electric vehicles contain defects, do not perform as per industry standards and/or fail to meet the performance levels as advertised, our brand and reputation and our ability to develop, market and sell our electric vehicles could be adversely impacted, and we may face legal actions taken against us.</li><li>Our electric vehicles make use of batteries which are made up of lithium-ion cells, and if such cells catch fire or vent smoke and flames, we could be subject to adverse publicity and our brand, business, financial condition, results of operations and prospects could be harmed.</li><li>Any changes in the regulatory framework could adversely affect our operations and growth prospects.</li><li>If we are unable to manage our growth effectively and further expand into new markets or penetrate existing markets /areas our business, future financial performance and results of operations could be materially and adversely affected.</li><li>Our Company is party to certain legal proceedings. Any adverse decision in such proceedings may have an adverse effect on our business, results of operations and financial condition.</li><li>We may be subject to risks associated with product warranty.</li><li>Adverse publicity regarding our products could negatively impact us.</li><li>Our results of operations may vary significantly from period to period due to the seasonality of our business.</li><li>We are exposed to foreign currency fluctuation risks, particularly in relation to import of products, which may affect our results of operations, financial condition and cash flows.</li><li>We have incurred indebtedness which exposes us to various risks which may have an effect on our business and results of operations.</li><li>Information relating to our installed capacities and the historical capacity utilization of our manufacturing facility included in this Draft Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>We have in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company's financial condition and results of operations.</li><li>Dependence upon transportation services for supply and transportation of our products are subject to various uncertainties and risks, and delays in delivery may result in rejection of products by customer.</li><li>We are dependent upon the experience of our management team and KMPs. If we are unable to attract or retain such team, this could adversely affect our business, results of operations and financial condition.</li><li>Our actual results could differ from the estimates and projections used to prepare our financial statements.</li><li>Our Company has taken unsecured loans that may be recalled by the lenders at any time.</li><li>Our lenders have charge over properties in respect of finance availed by us.</li><li>Loans availed by our company has been secured on personal guarantees of our promoter and director and promoter group. Our business, financial condition, results of operations, cash flows and prospects may be adversely affected in case of invocation of any personal guarantees provided by our directors.</li><li>We may not be successful in implementing our business strategies.</li><li>Customers may cancel their purchase orders of our products despite their deposit payment, thus harming our business, prospects, financial condition and results of operations.</li><li>Any failure to adapt to industry trends and evolving technologies to meet our customers' demands may materially and adversely affect our business and results of operations.</li><li>None of our Directors, except one independent director, possesses experience of being on the board of any listed company.</li><li>We have issued Equity Shares in the last 12 months at a price which could be lower than the Offer Price.</li><li>Our industry is labour intensive and our business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.</li><li>Our Promoters and the Promoter Group will jointly continue to retain majority shareholding in our Company after the offer, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>We are subject to the risk of failure of, or a material weakness in, our internal control systems.</li><li>Certain key performance indicators for certain listed industry peers included in this Draft Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.</li><li>We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our Equity Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and any future equity offerings by us.</li><li>We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Offer proceeds may delay the implementation schedule.</li><li>The company may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have a material adverse effect on ability to manage business, and such undertakings may be unsuccessful.</li><li>The Objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence our profitability adversely.</li><li>The offer consists of Fresh Issue and offer for sale. Our company will not receive any proceeds from the offer for sale. However, three of our Promoters, who are Selling Shareholders, will receive proceeds from the Offer for Sale.</li><li>The activities carried out at our manufacturing unit/s can cause injury to people or property in certain circumstances.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition.</li><li>We are subject to restrictive covenants under our credit facilities that limit our operational flexibility.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Industry information included in this Draft Red Herring Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.</li><li>Technology failures or Cyber-attacks or other security breaches could have a material adverse effect on our business, results of operation or financial condition.</li><li>Any Penalty or demand raised by statutory authorities in future will affect financial position of the Company.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors' assessments of our financial condition, result of operations and cash flows.</li><li>We may be subject to surveillance measures, such as the Additional Surveillance Measures (ASM) and the Graded Surveillance Measures (GSM) by the Stock Exchanges which may adversely affect trading price of our Equity Shares.</li><li>The Equity Shares have never been publicly traded, and, after the offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price, or at all.</li><li>QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors are not permitted to withdraw their Bids after Bid/Offer Closing Date.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Offer will be listed on the SME Platform of BSE Limited in a timely manner or at all.</li><li>Compliance with, and changes in, safety, health and environmental laws and labour regulations may adversely affect our business, prospects, financial condition and results of operations.</li><li>We may be subject to risks associated with product warranty.</li><li>Adverse publicity regarding our products could negatively impact us.</li><li>Our results of operations may vary significantly from period to period due to the seasonality of our business.</li><li>We are exposed to foreign currency fluctuation risks, particularly in relation to import of products, which may affect our results of operations, financial condition and cash flows.</li><li>We have incurred indebtedness which exposes us to various risks which may have an effect on our business and results of operations.</li><li>Information relating to our installed capacities and the historical capacity utilization of our manufacturing facility included in this Red Herring Prospectus is based on various assumptions and estimates and future production and capacity utilization may vary.</li><li>We have in the past entered into related party transactions and may continue to do so in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our Company's financial condition and results of operations.</li><li>Dependence upon transportation services for supply and transportation of our products are subject to various uncertainties and risks, and delays in delivery may result in rejection of products by customer.</li><li>We are dependent upon the experience of our management team and KMPs. If we are unable to attract or retain such team, this could adversely affect our business, results of operations and financial condition.</li><li>Our actual results could differ from the estimates and projections used to prepare our financial statements</li><li>Our Company has taken unsecured loans that may be recalled by the lenders at any time.</li><li>Our lenders have charge over properties in respect of finance availed by us.</li><li>Loans availed by our company has been secured on personal guarantees of our promoter and director and promoter group. Our business, financial condition, results of operations, cash flows and prospects may be adversely affected in case of invocation of any personal guarantees provided by our directors.</li><li>We may not be successful in implementing our business strategies.</li><li>Customers may cancel their purchase orders of our products despite their deposit payment, thus harming our business, prospects, financial condition and results of operations.</li><li>Any failure to adapt to industry trends and evolving technologies to meet our customers' demands may materially and adversely affect our business and results of operations.</li><li>None of our Directors, except one independent director, possesses experience of being on the board of any listed company.</li><li>We have issued Equity Shares in the last 12 months at a price which could be lower than the Offer price.</li><li>Our industry is labour intensive and our business operations may be materially adversely affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.</li><li>Our Promoters and the Promoter Group will jointly continue to retain majority shareholding in our Company after the offer, which will allow them to determine the outcome of the matters requiring the approval of shareholders.</li><li>We are subject to the risk of failure of, or a material weakness in, our internal control systems.</li><li>Certain key performance indicators for certain listed industry peers included in this Red Herring Prospectus have been sourced from public sources and there is no assurance that such financial and other industry information is complete.</li><li>We may require further equity issuance, which will lead to dilution of equity and may affect the market price of our Equity Shares or additional funds through incurring debt to satisfy our capital needs, which we may not be able to procure and any future equity offerings by us.</li><li>We have not identified any alternate source of funding and hence any failure or delay on our part to mobilize the required resources or any shortfall in the Offer proceeds may delay the implementation schedule.</li><li>The company may undertake acquisitions, investments, joint ventures or other strategic alliances, which may have a material adverse effect on ability to manage business, and such undertakings may be unsuccessful.</li><li>The Objects of the Offer for which funds are being raised have not been appraised by any bank or financial institution. Any variation between the estimation and actual expenditure as estimated by the management could result in execution delays or influence our profitability adversely.</li><li>The offer consists of Fresh Issue and offer for sale. Our company will not receive any proceeds from the offer for sale. However, three of our Promoters, who are Selling Shareholders, will receive proceeds from the Offer for Sale.</li><li>The activities carried out at our manufacturing unit/s can cause injury to people or property in certain circumstances.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition.</li><li>We are subject to restrictive covenants under our credit facilities that limit our operational flexibility.</li><li>Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows, working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.</li><li>Industry information included in this Red Herring Prospectus has been derived from industry sources. There can be no assurance that such third-party statistical, financial and other industry information is complete, reliable or accurate.</li><li>Technology failures or Cyber-attacks or other security breaches could have a material adverse effect on our business, results of operation or financial condition.</li><li>There are certain delays noticed in some Statutory fillings with the Registrar of Companies, EPFO, ESIC and other statutory authorities. Any Penalty or demand raised by any statutory authorities in future will affect the reputation and financial position of the Company.</li><li>Significant differences exist between Indian GAAP and other accounting principles, such as Ind AS, IFRS and U.S. GAAP, which may be material to investors' assessments of our financial condition, result of operations and cash flows.</li><li>We may be subject to surveillance measures, such as the Additional Surveillance Measures (ASM) and the Graded Surveillance Measures (GSM) by the Stock Exchanges which may adversely affect trading price of our Equity Shares.</li><li>The Equity Shares have never been publicly traded, and, after the offer, the Equity Shares may experience price and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer Price, or at all.</li><li>QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid and Individual Investors are not permitted to withdraw their Bids after Bid/ Offer Closing Date.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Offer will be listed on the SME Platform of BSE Limited in a timely manner or at all.</li><li>There is no guarantee that the Equity Shares issued pursuant to the Offer will be listed on the BSE SME Platform of BSE Limited in a timely manner or at all.</li></ul>

The Issue type of Zelio E-Mobility Ltd is Book Building - SME.

The minimum application for shares of Zelio E-Mobility Ltd is 2000.

The total shares issue of Zelio E-Mobility Ltd is 5760000.

Initial public offer of up to 57,60,000 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Zelio E-Mobility Limited ("the Company" or "the Issuer") at an offer price of Rs. 136 per equity share (including share premium of Rs. 126 per equity share) for cash, aggregating up to Rs. 78.34 crores ("Public Offer") comprising of a fresh issue of 46,20,000 equity shares aggregating to Rs. 62.83 crores (the "Fresh Issue") and an offer for sale of 11,40,000 equity shares by the promoter selling shareholders ("Offer for Sale") aggregating to Rs. 15.50 crores comprising, 3,80,000 equity shares aggregating up to Rs. 5.17 crores by Niraj Arya, 3,80,000 equity shares aggregating up to Rs. 5.17 crores by Kunal Arya and 3,80,000 equity shares aggregating up to Rs. 5.17 crores by Deepak Arya (Collectively Refferd as "Promoter Selling Shareholders") out of which 2,94,000 equity shares of face value of Rs. 10/- each, at an offer price of Rs. 136 per equity share for cash, aggregating Rs. 4.00 crores will be reserved for subscription by the market maker to the offer (the "Market Maker Reservation Portion"). The public offer less market maker reservation portion i.e. offer of 54,66,000 equity shares of face value of Rs. 10/- each, at an offer price of Rs. 136 per equity share for cash, aggregating up to Rs. 74.34 crores is herein after referred to as the "Net Offer". The public offer and net offer will constitute 27.23 % and 25.84 % respectively of the post-offer paid-up equity share capital of the company. Price Band: Rs. 129/- to Rs. 136/- for equity share of face value of Rs. 10 each. The floor price is 12.90 times times the face value and cap price is 13.60 times of the face value of the equity shares. Bids can made for a minimum of 2,000 equity shares and in multiples of 1,000 equity shares thereafter.