Zetwerk Manufacturing Businesses Limited

• Repayment/prepayment, in part or full, of certain of or all of borrowings availed by: (a) our Company; (b) certain of our Subsidiaries, namely, (i) Sharp Tanks and Structurals Private Limited; (ii) Terra91 International Private Limited; (iii) Smile Electronics Limited; (iv) Kryfs Power Components Limited; (v) Kryfs Transformers Private Limited; (vi) Unimacts Global LLC; (vii) Zetwerk Manufacturing SG Pte. Ltd.; (viii) Zap91 Solar India Private Limited; and (ix) Zet Town India Private Limited through investments in such Subsidiaries₹2.16k Cr
• Funding inorganic growth through unidentified acquisitions and other strategic acquisitions, and general corporate purposes

Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including criminal matters which are at first information reports stage whether or not cognizance has been taken by any court) involving our Company, Promoters, Subsidiaries, or Directors (collectively, “Relevant Parties”); (ii) actions (including all outstanding disciplinary actions, notices and orders levying penalties and show cause notices) taken by statutory or regulatory authorities (including any judicial, quasi- judicial, administrative authorities or enforcement authorities)) against the Relevant Parties; (iii) claims related to direct or indirect taxes involving the Relevant Parties (disclosed in a consolidated manner giving the total number of cases and the total amounts involved);(iv) disciplinary actions including penalties imposed by SEBI or the Stock Exchanges against the Promoters in the last five financial years, including outstanding action; and (v) all other outstanding litigation/ arbitration proceedings involving the Relevant Parties as determined to be material pursuant to the Materiality Policy. Further, except as disclosed in this section, there are no criminal proceedings (including matters which are at first information reports stage for which no cognizance has been taken by any court or any judicial authority) and actions (including show cause notices, other notices or orders, including notices and orders levying penalties) by regulatory and statutory authorities (including any judicial, quasi- judicial, administrative authorities or enforcement authorities) involving our Key Managerial Personnel and Senior Management. In addition, there is no pending litigation involving our Group Companies, the adverse outcome of which may have a material impact on our Company.

• The Company and certain of its Subsidiaries have incurred losses for the three months periods ended June 30, 2026 and June 30, 2025 and Fiscals 2026, 2025 and 2024. The Company incurred a restated loss for the period/year from continuing operations of ₹641.29 million, ₹8,806.65 million, ₹9,643.93 million, ₹2,150.69 million and ₹8,525.31 million for the three months periods ended June 30, 2026 and June 30, 2025 and Fiscals 2026, 2025 and 2024, respectively.(Financial)

• The Company incurred a restated loss for the period/year from discontinued operations of ₹6,688.54 million, ₹4,878.07 million, ₹6,417.78 million, ₹1,556.39 million and ₹654.18 million for the three months periods ended June 30, 2026 and June 30, 2025 and Fiscals 2026, 2025 and 2024, respectively. The restated loss for the period from discontinued operations in the three months period ended June 30, 2026 was primarily attributable to provisions for bad and doubtful debts and unbilled revenue.(Financial)

• The Company's results for Fiscal 2026 and the three months period ended June 30, 2025 were also impacted by a loss on account of exceptional items (net) from continuing operations of ₹8,358.39 million and ₹8,032.33 million, respectively, primarily comprising a non-cash charge relating to adjustments to the conversion ratio of various classes of shares held by the Company's shareholders.(Financial)

• The Company incurred a restated loss for the period/year from discontinued operations for Fiscal 2026 and for the three months period ended June 30, 2025 were primarily attributable to exceptional items of discontinued operations of ₹4,530.00 million, pertaining to impairment loss, as the realisable value of the Civil Infrastructure business is expected to be lower than the net asset value of the business.(Financial)

• The Company relies on third-party suppliers for manufacturing and raw materials, and exposure to price volatility, capacity and quality issues, supply disruptions, and trade and foreign exchange risks could adversely affect its business, financial condition, cash flows, results of operations.(Operational)

• The Company expects to continue to expand into new categories of products, including capital expenditure (capex) and operating expenditure (opex)-related products; continue to diversify by entering new geographies and industries; invest in design-led manufacturing and develop its original design manufacturing (ODM) capabilities; as well as selectively expand its own manufacturing facilities through organic development of greenfield set-ups as well as targeted acquisitions.(Operational)

• Certain strategies may not be successfully implemented or may take longer than expected to yield results due to business risks and environmental uncertainties, which could result in continued losses and adversely affect the ability to achieve or sustain profitability.(Operational)

• If the Company is unable to generate adequate revenues and manage its expenses, the Company and its Subsidiaries may continue to incur losses which may have an adverse effect on its financial condition and business operations.(Operational)

• Zetwerk Manufacturing Businesses Limited - UDRHP14 Aug 2026