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₹18.00k 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.

• We incurred restated loss for the year from continuing operations of ₹9,643.93 million, ₹2,150.69 million and ₹8,525.31 million for Fiscals 2026, 2025 and 2024, respectively, and certain of our Subsidiaries have incurred losses in the past. Any similar losses in the future may adversely affect our business, financial condition and cash flows.(Financial Performance)

• Our results for Fiscal 2026 were impacted by a loss on account of exceptional item (net) from continuing operations of ₹8,358.39 million, primarily comprising a non-cash charge relating to adjustments to the conversion ratio of various classes of shares held by our Company’s shareholders.(Financial Performance)

• We incurred a restated loss for the year from discontinued operations of ₹6,417.78 million, ₹1,556.39 million and ₹654.18 million for Fiscals 2026, 2025 and 2024, respectively. Losses for Fiscal 2026 included exceptional items of discontinued operations of ₹4,530.00 million pertaining to impairment loss, as the realisable value of Civil Infrastructure business is expected to be lower than the net asset value of the business.(Financial Performance)

• We rely 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 our business, financial condition, cash flows, results of operations and prospects.(Operational)

• Revenue from the sale of products sourced from third-party suppliers was ₹128,032.74 million, 80.46% of segment revenue from our Manufacturing Business and Ecosystem Business in Fiscal 2026.(Operational)

• We rely on third-party medium-and-small scale suppliers in India and other markets such as the USA and South-east Asia to manufacture the majority of our products, including fabricated steel structures, transformers and solar modules.(Operational)

• We rely on third-party suppliers for both our Manufacturing Business and our Ecosystem Business. For our Ecosystem Business, we procure raw materials and commodities such as ferrous and non‑ferrous metals and petrochemicals, including aluminium, zinc, steel, copper and lead from third-party suppliers.(Operational)

• We rely on third-party suppliers for our Ecosystem Business, which procures raw materials and commodities such as ferrous and non‑ferrous metals and petrochemicals, including aluminium, zinc, steel, copper and lead.(Operational)