Zetwerk Manufacturing Businesses Limited IPO

01At a glance

Zetwerk IPO date, price band and lot size

• Price band: ₹143 to ₹151 a share, from NSE's issue page; the prospectus leaves the price blank (RHP p.3).
• Lot size: 99 shares, from NSE's issue page; one lot costs ₹14,949 at the upper band (our arithmetic).
• Dates: anchor bidding on October 14, 2026; the issue opens on October 15, 2026 and closes on October 19, 2026 (RHP p.2).
• Size: a fresh issue of ₹2,830.0 crore and an offer for sale of 144,525,036 shares by 24 selling shareholders (RHP p.1, RHP p.83). At the upper band the offer for sale is worth ₹2,182.3 crore, so the whole issue is about ₹5,012.3 crore (our arithmetic, RHP p.1).
• Who gets the shares: at least 75% of the net offer for qualified institutional buyers, not more than 15% for non-institutional investors and not more than 10% for retail investors, because the company does not meet the profitability test of Regulation 6(1)(b) and comes under Regulation 6(2) (RHP p.1, RHP p.3, RHP p.83). Up to 700,000 shares are reserved for employees (RHP p.82).
• Lead managers and registrar: Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited, Avendus Capital Private Limited, JM Financial Limited, HSBC Securities and Capital Markets (India) Private Limited and Pantomath Capital Advisors Private Limited; KFin Technologies Limited is the registrar (RHP p.2).

What the company does: calls itself a technology-led, asset-light manufacturing platform: it takes orders for industrial and consumer products and has them made across third-party suppliers and its own 26 factories, coordinated through its software, Zetwerk OS; through its Terra91 business it also procures and supplies metals and petrochemicals (RHP p.313, RHP p.315, RHP p.342).

Who pays it: 1,802 customers in FY26 (RHP p.41). Customers it names include Siemens Gamesa, Acer India Private Limited, boAt, NextPower, CG Power and Industrial Solutions Limited, NTPC Renewable Energy Limited, Indian Oil Corporation Limited and the Indian Air Force (RHP p.313). The top ten customers were 35.90% of FY26 revenue (RHP p.41).

Why it is raising money: ₹1,300.0 crore to repay the company's own borrowings and ₹860.0 crore to repay borrowings of nine subsidiaries, with the rest for unidentified acquisitions and general corporate purposes (RHP p.207).

How fast it has grown: revenue from operations went from ₹12,364.4 crore in FY24 to ₹11,331.9 crore in FY25 and ₹15,913.3 crore in FY26, about 13.4% a year over the two years (our arithmetic, RHP p.88). The company made a loss from continuing operations in each year: ₹852.5 crore, ₹215.1 crore and ₹964.4 crore (RHP p.88).

The one thing to understand: the company has not made a profit in any period shown, and its margins are thin. Adjusted EBITDA was 2.65% of FY26 revenue (RHP p.256). The FY26 loss includes an ₹835.8 crore exceptional charge, mainly non-cash, for changing the conversion ratios of shareholders' preference shares (RHP p.33). A civil infrastructure business being sold lost a further ₹641.8 crore in FY26 and ₹668.9 crore in the three months to June 2026 alone (RHP p.88).

02The business, in plain words

What Zetwerk does

The company was incorporated in Chennai on December 6, 2017, moved its registered office to Karnataka in 2019 and became a public company, Zetwerk Manufacturing Businesses Limited, on February 23, 2026 (RHP p.3). The promoters, Amrit Pratik Acharya and Srinath Ramakkrushnan, met at IIT Madras and began their careers at ITC (RHP p.253).

It reports two segments (RHP p.315):

• Manufacturing Business: energy products, precision products and capital goods made to customer orders through outside suppliers and its own facilities. It was 58.91% of FY26 revenue and 46.19% in the three months to June 2026 (RHP p.317).
• Ecosystem Business, branded Terra91: it pools demand for ferrous and non-ferrous metals and petrochemicals, such as aluminium, zinc, steel, copper and lead, and supplies them to customers (RHP p.318, RHP p.326). It served 828 customers and used 562 suppliers in FY26 (RHP p.326).

A utility or electronics brand needs a product → it places an order with Zetwerk → Zetwerk OS splits the work across outside suppliers and its own plants, checks quality and ships → Zetwerk is paid on delivery and keeps the difference between the customer's price and the cost of making it (RHP p.314, RHP p.316).

It worked with 6,979 outside suppliers across 26 countries and ran 26 manufacturing facilities in India, Spain, the USA and Germany in FY26 (RHP p.324). The facilities mainly do assembly, subassembly and finishing work such as fabrication, welding and machining (RHP p.342). In FY26 the board decided to stop the Civil Infrastructure Works segment, which built water pipelines and railway tracks, and to dispose of its operations; the sale is expected in FY27 (RHP p.315, RHP p.569).

Earnings equation: Revenue ≈ orders delivered, and profit is what is left after the supplier network, raw materials, staff, interest and overheads. Gross margin was 12.13% and contribution margin 8.17% of FY26 revenue (RHP p.256). The document does not give volumes in tonnes or units for the business as a whole.

03Where the money comes from

Source: RHP p.256, RHP p.327. Manufacturing other operating revenue of ₹5.5 crore in FY26 is not shown separately (RHP p.256).

By geography, India was 75.43% of revenue in FY24 and 82.54% in FY26; the USA was 21.54% and 14.33% (RHP p.256). India was 70.40% of FY26 Manufacturing Business revenue (RHP p.256).

Zetwerk customers: how concentrated the revenue is

Source: RHP p.41, RHP p.38. The top ten customers were 29.39% of revenue in the three months to June 2026 (RHP p.41).

The prospectus does not give the largest single customer's share. The top ten customers brought in ₹5,713.6 crore in FY26 (RHP p.41). Revenue from repeat customers was 80.15% of FY26 Manufacturing Business revenue (RHP p.41). The company says it has not lost any key customer in the periods shown (RHP p.41).

04The growth record

Zetwerk financials: revenue, profit and margins

Source: RHP p.256, RHP p.88, RHP p.91, RHP p.86.

Three months to June 30, 2026: revenue ₹4,117.9 crore, 55.42% more than a year earlier; loss from continuing operations ₹64.1 crore; loss from discontinued operations ₹668.9 crore; total loss ₹733.0 crore (RHP p.88, RHP p.256).

Our arithmetic: revenue grew about 13.4% a year from FY24 to FY26 (our arithmetic, RHP p.88). Adjusted EBITDA grew about 108.4% a year, and its margin rose 187 basis points, from 0.8% to 2.7% rounded (our arithmetic, RHP p.256). Profit growth cannot be worked out, because the company made a loss in every year.

Return on net worth was -21.00% in FY24, -4.76% in FY25 and -21.11% in FY26 (RHP p.254). Net asset value per share was ₹31.26 at March 31, 2026 and ₹25.85 at June 30, 2026 (RHP p.254). The company also reports an adjusted profit before tax of ₹45.7 crore for FY26, a measure it defines itself (RHP p.315).

05What the growth is made of

FY26 revenue rose ₹4,581.5 crore over FY25 (our arithmetic, RHP p.88). Of that:

• Energy products rose ₹3,025.7 crore, from ₹3,481.8 crore to ₹6,507.6 crore (our arithmetic, RHP p.256).
• The Ecosystem Business rose ₹1,455.9 crore, from ₹5,082.8 crore to ₹6,538.6 crore (our arithmetic, RHP p.327).
• Precision products were about flat after more than doubling in FY25; capital goods grew 8.2% (our arithmetic, RHP p.256).

Part of the growth is bought: the company spent ₹647.5 crore, net of cash acquired, on buying subsidiaries in FY26 (RHP p.91). Kryfs Power Components Limited, a transformer and laminations maker, was acquired from July 31, 2025 and had ₹1,322.0 crore of revenue in FY26 (RHP p.209). Goodwill rose from ₹345.6 crore at March 2025 to ₹1,054.0 crore at March 2026 (RHP p.86).

Orders support the energy growth. Manufacturing new orders were ₹15,393.4 crore in FY26 and the manufacturing order book was ₹12,370.0 crore at March 2026 and ₹13,062.4 crore at June 2026 (RHP p.256). The prospectus does not give tonnes, units or prices, so the increase cannot be separated into volume and price.

06Earnings quality

The item that needs explaining is the FY26 exceptional charge. The company says it is mainly a non-cash charge for adjusting the conversion ratio of shareholders' classes of shares (RHP p.33). The cash flow statement shows ₹796.4 crore of it as a "fair value of increase in diluted holding to certain shareholders" (RHP p.90). Without it and without the discontinued business, the FY26 loss before exceptional items and tax was ₹80.6 crore (RHP p.88).

The second item is the three months to June 2026: a loss allowance of ₹511.7 crore on receivables, unbilled revenue and advances, which the company links mainly to the discontinued civil infrastructure business (RHP p.90, RHP p.33).

07The balance sheet

Source: RHP p.86, RHP p.87.

• Total borrowings were ₹1,936.2 crore at March 31, 2026 and ₹1,942.2 crore at June 30, 2026 (RHP p.86, RHP p.602).
• Consolidated indebtedness was ₹5,208.1 crore at August 31, 2026, of which ₹1,841.8 crore was non-fund-based facilities such as guarantees (RHP p.563).
• Net debt at March 2026, borrowings less cash and cash equivalents, was ₹614.2 crore, 1.5 times FY26 adjusted EBITDA (our arithmetic, RHP p.86, RHP p.256).
• Cash, deposits and investments together were ₹3,338.8 crore at March 2026 and ₹2,597.2 crore at June 2026 (RHP p.44).
• Assets held for sale were ₹1,387.7 crore and liabilities held for sale ₹1,416.3 crore at March 2026, the civil infrastructure business (RHP p.86, RHP p.87).
• Contingent liabilities at June 30, 2026: corporate guarantees ₹379.3 crore and bank guarantees ₹650.2 crore given for joint ventures and an associate, plus ₹115.1 crore of tax matters, ₹1,144.6 crore in all (our arithmetic, RHP p.92).

After the issue: the objects put ₹2,160.0 crore towards repaying borrowings, which the company says was 64.17% of its fund-based borrowings at August 31, 2026 (RHP p.208).

08What the money is for

Zetwerk IPO objects: what the money is for

Source: RHP p.206, RHP p.207; percentages are our arithmetic.

The nine subsidiaries are Sharp Tanks and Structurals, Terra91 International, Smile Electronics, Kryfs Power Components, Kryfs Transformers, Unimacts Global LLC, Zetwerk Manufacturing SG, Zap91 Solar India and Zet Town India (RHP p.206). The repayments are scheduled for FY27 (RHP p.207). Acquisitions and general corporate purposes together may not exceed 35% of gross proceeds, and each may not exceed 25% (RHP p.207). The plan has not been appraised by any bank or financial institution (RHP p.207).

Into the business ₹2,830.0 crore (fresh issue), before issue expenses (RHP p.206). To selling shareholders 144,525,036 shares, ₹2,182.3 crore at the upper band (our arithmetic, RHP p.205).

09Who is selling

Zetwerk IPO offer for sale: who is selling

Source: RHP p.83, RHP p.206. The types follow the prospectus's own groups: promoter, promoter group, investor and individual selling shareholders (RHP p.83).

Shares offered as a share of each seller's holding (our arithmetic, RHP p.83, RHP p.179): Amrit Pratik Acharya 12.3%, Srinath Ramakkrushnan 11.1%, Creovate Innovation Private Limited 68.4%, Peak XV Partners Investments V 12.6%, Accel India V (Mauritius) Limited 10.1%, Kae Capital Fund II 22.6%. The two promoters' cost of acquisition is stated as negligible (RHP p.1). Ankit Fatehpuria is the chief financial officer (RHP p.253).

10Promoters

Amrit Pratik Acharya, aged 38, is promoter, executive director, managing director, chairperson and chief executive; Srinath Ramakkrushnan, aged 38, is promoter, executive director and chief operating officer (RHP p.423). The promoters together hold 243,882,540 shares, 15.86% of the share capital on a fully diluted basis (RHP p.423). There has been no change in control in the last five years (RHP p.423).

Pay: Amrit Pratik Acharya received ₹1.5 crore and Srinath Ramakkrushnan ₹1.3 crore in FY26; from May 2026 each is entitled to ₹3.0 crore fixed and ₹1.0 crore variable a year (RHP p.409). The prospectus does not give the promoters' pay for FY24 one by one.

Dealings with the company: the company gave each promoter an advance of ₹4.1 crore in FY26 (RHP p.97). Creovate Innovation Private Limited, an entity over which key managerial personnel have control or significant influence, subscribed ₹600.0 crore of Series F3 preference shares in FY26 and lent the company ₹24.8 crore (RHP p.97).

Pledges: before this prospectus, 28,461,344 shares held by the promoters (1.85% of fully diluted capital) and 73,742,459 shares held by promoter group members and Creovate (4.80%) were pledged to a debenture trustee for company borrowings (RHP p.176). The shares being offered for sale have been released; the remaining pledged shares of other promoter group members stay pledged (RHP p.176).

Promoter economics: the founders' cost is negligible (RHP p.1). Equity shares were issued at ₹1 at incorporation in 2017 and a 999-for-1 bonus followed in November 2022 (RHP p.128, RHP p.132).

Matters against the promoters: three criminal and eight regulatory proceedings, with no amount stated; no SEBI or stock exchange disciplinary action in five years (RHP p.59). One is an Income Tax show cause notice proposing prosecution of Srinath Ramakkrushnan as the company's principal officer for assessment year 2020-21, which is pending (RHP p.58).

11Who already owns it

Zetwerk promoter holding before and after the IPO

• Promoters and promoter group, seven holders: 317,624,999 shares, 21.08% of the 1,506,772,659 shares before the issue (RHP p.177).
• After the issue, at the upper band: about 15.7% of 1,694,189,877 shares, after the promoter group sells 51,436,164 shares (our arithmetic, RHP p.177, RHP p.82).
• The two promoters alone: 16.2% before and about 12.7% after (our arithmetic, RHP p.179, RHP p.82).

Holders of 1% or more before the issue (RHP p.179):

Further holders of 1% or more (RHP p.179): Lightspeed India Partners II, LLC 3.82%; KAE Capital Fund II 3.69%; Greenoaks Capital MS LP - Gotham Light and Power III Series 3.46%; Peak XV Partners Growth Investments III 3.06%; AZK4LLC 2.67%; Avenir Zetwerk Investors LLC 2.45%; Creovate Innovation Private Limited 2.23%; Greenoaks Capital MS LP - Gotham Light and Power II Series 2.04%; Lightspeed India Partners III, LLC 1.44%; Rahul Sharma 1.36%; Kalysta Capital Fund II (Mauritius) 1.23%; Ankit Fatehpuria 1.22%; Bharat Value Fund - Series III 1.16%; Arabinda Acharya, on behalf of Arabinda Dharitri Family Trust 1.09%.

Most investor holdings were preference shares until September 17, 2026, when all outstanding Series A to F3 preference shares converted into 1,128,777,653 equity shares (RHP p.602, RHP p.136).

12What changed just before the IPO

• Bonus preference shares: four bonus preference shares for every equity share, July 8, 2025 (RHP p.163).
• Conversion ratios cut: preference holders agreed to a downward adjustment of conversion ratios on June 5, 2025, and the board approved a further consolidation through conversion ratios on March 19, 2026 (RHP p.483). The FY26 exceptional charge of ₹835.8 crore relates to these adjustments (RHP p.33, RHP p.88).
• Placements: Series F3 preference shares at ₹178.58 an equity share to Creovate Innovation Private Limited from July to September 2025, and at ₹171 a share to Bharat Value Fund and Bharat Value Fund - Series III (₹500.0 crore, April 2, 2026) and Susquehanna Asia Technology Pty Ltd (₹40.0 crore, July 3, 2026) (RHP p.160, RHP p.259).
• Conversion: all preference shares became equity shares on September 17, 2026; employee options were exercised at ₹1 a share up to September 29, 2026, the last allotment before the IPO (RHP p.136, RHP p.142).
• Public company: converted on February 23, 2026 (RHP p.3).
• Civil infrastructure exit: board resolutions of January 23 and March 9, 2026 and a shareholders' resolution of March 26, 2026; a ₹453.0 crore impairment in FY26 (RHP p.315, RHP p.569).
• Acquisitions: Kryfs Power Components from July 31, 2025, and Smile Electronics from June 6, 2024 (RHP p.209).
• Borrowings: non-current borrowings rose from ₹41.1 crore to ₹475.3 crore in FY26 (RHP p.86).
• Auditor: S.R. Batliboi & Associates LLP was appointed on October 20, 2023 to fill a vacancy left by the previous statutory auditor's resignation, then for five years from November 14, 2024 (RHP p.119).
• Share repurchase: 141,142 equity shares were bought back at ₹330.42 each on October 19, 2023 (RHP p.133).

13Capacity and expansion

The company ran 26 manufacturing facilities in India, Spain, the USA and Germany in FY26 and at June 30, 2026 (RHP p.342). The prospectus gives facility-wise capacity and use (RHP p.345). Examples from it:

Source: RHP p.347. The company says low use at the newer plants is because capacity was built for future growth (RHP p.347).

The Greater Noida facility has been suspended and is being moved to Manesar, Haryana (RHP p.59). The order book is the measure the company leans on: ₹12,370.0 crore at March 2026, about 1.3 times FY26 Manufacturing Business revenue of ₹9,374.7 crore (our arithmetic, RHP p.256). The company states it has no firm long-term purchase commitments from many customers, and orders can be cut, delayed or cancelled (RHP p.43). The issue funds no capacity; the objects are debt repayment, acquisitions and general purposes (RHP p.207).

14Market size and industry structure

Zetwerk industry: market size and growth

The industry chapter is drawn from "Overview of Durable Goods Procurement and Manufacturing Platform Market" dated August 3, 2026, prepared by Redseer Strategy Consultants Private Limited and commissioned and paid for by the company for this offer (RHP p.285, RHP p.32). Every figure below is the commissioned report's, as quoted in the prospectus.

As claimed: the report puts India's manufacturing procurement of durable goods at ₹17.37 trillion in FY2026 and the USA's at ₹53.12 trillion (RHP p.292).

The part that is addressable: the report sizes the market for manufacturing platforms, the model the company uses, at ₹10.26 to ₹12.57 trillion in India and ₹2.07 to ₹6.26 trillion in the USA in FY2026 (RHP p.303).

What the company is today: Manufacturing Business revenue of ₹9,374.7 crore in FY26 (RHP p.256) against India's platform market of ₹10.26 to ₹12.57 trillion is under 1%, and part of that revenue is earned outside India (our arithmetic, RHP p.303, RHP p.256).

Size over time: India's procurement of durable goods grew from ₹9.42 trillion in FY2021 to ₹17.37 trillion in FY2026, and the USA's from ₹46.01 trillion to ₹53.12 trillion (RHP p.292). The commissioned report projects ₹37.54 to ₹42.57 trillion for India and ₹57.92 to ₹66.97 trillion for the USA by FY2031 (RHP p.292). It projects the platform market at ₹17.68 to ₹20.00 trillion in India and ₹26.76 to ₹30.95 trillion in the USA by FY2031 (RHP p.315). Those projections are the report's, not newboard's.

Segments: the report splits procurement into capital expenditure, such as plant and production equipment, and recurring material consumption, which it describes as more stable than project spending (RHP p.292, RHP p.293). It names electric vehicles, solar, data centres, wind, consumer electronics, railways, power grid, industrial metals and aerospace and defence as the industries of interest in India (RHP p.289). The company's energy, precision and capital goods products sit across these.

What drives demand: production-linked incentive schemes in 14 industries, with commitments above ₹1.97 trillion by CY2025 (RHP p.290); infrastructure investment of ₹31.10 trillion under the National Infrastructure Pipeline over CY2020 to CY2025 (RHP p.291); the "China+1" shift of supply chains (RHP p.288); and power grid demand, with transformer lead times of 30 to 36 months in India and 36 to 42 months in the USA (RHP p.291). India's manufacturing capacity use rose from 68.30% to 77.70% between FY2020 and FY2025, the report says (RHP p.291).

Structure: the report describes supply in India and the USA as spread across many small and mid-sized suppliers, with low use of installed capacity and weak access to working capital (RHP p.301). It sets three models side by side: vertically integrated makers, contract manufacturers and manufacturing platforms (RHP p.308). It names Xometry as another manufacturing platform focused on custom work (RHP p.309), and benchmarks listed Indian makers such as Dixon Technologies, Kaynes Technology, CG Power and Industrial Solutions, Suzlon Energy and Cummins India by archetype (RHP p.310). The prospectus states that no listed company in India or abroad runs a similar business model (RHP p.255).

Inputs and trade: steel, aluminium, zinc and copper are the key raw materials, and the report notes price swings linked to the West Asia conflict (RHP p.311). The company says it hedges aluminium, zinc, copper, lead and other inputs where exchange-traded instruments exist (RHP p.253).

Rules: the industry chapter does not set out licences. The business needs factory, fire, labour and environmental approvals; applications for fire no-objection certificates and contract labour registration at Kryfs plants and a building plan approval for Manesar were pending (RHP p.59).

What the chapter says can go wrong: capital spending cycles, commodity price swings, trade and tariff changes, concentration on a few qualified vendors, quality failures in aerospace, defence and energy parts, long gaps between paying suppliers and collecting from buyers, competition from established buying channels, and suppliers with little digital readiness (RHP p.311, RHP p.312).

15Competitive position

Zetwerk competitors

The prospectus names no direct competitor with figures. It states there is no listed company in India or globally with a similar business model (RHP p.255). It records that Ayr Energy Inc., which it calls one of its competitors, brought proceedings in the USA that were settled on September 21, 2026 (RHP p.58).

Source: RHP p.256, RHP p.318.

What the company gives as reasons customers come to it: one supplier for many processes and countries, splitting an order across plants to shorten delivery, quality control through Zetwerk OS, and design work under original design contracts, which were 13.93% of FY26 Manufacturing Business GMV (RHP p.252, RHP p.324). The industry report adds that customers whose products were designed through such contracts face switching costs (RHP p.309).

16Peers the company named

Peers named in the offer document: none. The prospectus states there are no listed companies in India or globally which operate a similar business model, and gives no industry P/E (RHP p.254, RHP p.255).

Zetwerk listed peers

The prospectus's own ratios for the company: diluted EPS of -₹6.69 for FY26, weighted average EPS of -₹4.54, weighted average return on net worth of -15.64% and net asset value per share of ₹31.26 at March 31, 2026 (RHP p.253, RHP p.254). The industry report's archetype table lists listed makers in energy, precision and capital goods, but the prospectus does not present them as peers (RHP p.310).

17Valuation at the issue price

Zetwerk IPO valuation and P/E

At the upper band of ₹151, with 187,417,218 new shares (₹2,830.0 crore divided by ₹151) added to 1,506,772,659 existing shares (our arithmetic, RHP p.82, RHP p.1):

Source: RHP p.82, RHP p.88, RHP p.254, RHP p.256; our arithmetic. At the lower band of ₹143 the market capitalisation is ₹24,376.8 crore (our arithmetic, RHP p.82).

Enterprise value uses March 2026 borrowings of ₹1,936.2 crore less cash and cash equivalents of ₹1,321.9 crore, leaving out other bank balances of ₹1,121.8 crore (our arithmetic, RHP p.86). FY26 diluted EPS was -₹6.69 and the FY26 loss attributable to owners from continuing operations was ₹990.5 crore, so there is no P/E (RHP p.253, RHP p.89). After the issue, owners' equity at June 30, 2026 of ₹3,927.9 crore plus the gross fresh issue would be about ₹6,757.9 crore, and the market capitalisation at the upper band 3.8 times that (our arithmetic, RHP p.86).

The prospectus names no listed peers, so no peer comparison is possible (RHP p.254). Where the price sits against the company's own recent deals: the upper band of ₹151 is 11.7% below the ₹171 a share paid in April and July 2026, and 12.6% below the ₹172.77 weighted average of the last five primary issues (our arithmetic, RHP p.259, RHP p.260).

18Risks, in plain words

Zetwerk IPO risks

Losses → the company and several subsidiaries lost money in every period shown → the continuing loss was ₹964.4 crore in FY26 and ₹64.1 crore in the three months to June 2026 (RHP p.32, RHP p.88).

Discontinued business → the civil infrastructure business is to be sold, at a value the company expects below its book value → it lost ₹641.8 crore in FY26 and ₹668.9 crore in the three months to June 2026, mainly from provisions on debts and unbilled revenue (RHP p.33, RHP p.88).

Cash → operations used cash in every period → ₹681.5 crore in FY26 and ₹506.2 crore in the three months to June 2026 (RHP p.44).

Suppliers → making depends on outside suppliers and their prices, capacity and quality → the top ten were 38.18% of FY26 total expenses (RHP p.34, RHP p.38).

Customers → many customers have no long-term purchase commitment → the top ten were 35.90% of FY26 revenue (RHP p.41, RHP p.43).

Geography and end markets → demand depends on renewables, AI infrastructure, oil and gas, electronics and defence, mostly in India and the USA → India was 82.54% of FY26 revenue (RHP p.35, RHP p.37).

Debt → loans carry restrictive covenants and some promoter group shares stay pledged → consolidated indebtedness was ₹5,208.1 crore at August 31, 2026 (RHP p.61, RHP p.563, RHP p.176).

Accounting and filings → the auditors' reports carry emphases of matter and modifications, and the company failed to file certain RBI forms on time in the past → listed by the company as risk factors (RHP p.38, RHP p.52).

Issue-specific → shares were issued in the last twelve months at prices that may be below the offer price, and the offer for sale money goes to the sellers (RHP p.69, RHP p.68).

19Litigation and regulatory matters

Cases against Zetwerk and its promoters

Source: RHP p.59, to the extent quantifiable. Of the company's own criminal cases, 56 are under the Negotiable Instruments Act, which covers bounced cheques (RHP p.59).

• The CBI anti-corruption branch, Bhopal, filed a charge sheet dated December 27, 2024 against subsidiary Kryfs Power Components Limited (RHP p.58).
• An Income Tax search at the company's office and Srinath Ramakkrushnan's residence began on March 15, 2022; a show cause notice of August 1, 2023 proposes prosecution under Section 277 for assessment year 2020-21, and replies denying the allegations are on record (RHP p.58).
• FIRs relate to fatal accidents involving contract workers at subsidiaries' premises, and a Factories Act notice followed a non-fatal accident at Wardha (RHP p.58).
• The US Trade Commission and Texas proceedings with Ayr Energy Inc. were settled on September 21, 2026 (RHP p.58).

20Related-party transactions

Source: RHP p.93, RHP p.95, RHP p.96, RHP p.97. The FY26 share-based figure includes the fair value of increased diluted holdings given to certain shareholders (RHP p.93).

• Advances of ₹4.1 crore each to Amrit Pratik Acharya and Srinath Ramakkrushnan and ₹0.2 crore to Ankit Fatehpuria in FY26 (RHP p.97).
• A corporate guarantee of ₹202.4 crore given for Zet Town India, then a joint venture, in FY24 (RHP p.94).
• Loans of ₹98.0 crore to Winsharp Electronics in FY26, before it became a subsidiary on March 31, 2026 (RHP p.95).
• Short-term pay of key managerial personnel was ₹3.9 crore in FY24 and ₹4.3 crore in FY26 (RHP p.93).
• Saifuddin Fakhruddin Qureishi, a director of Kryfs Power Components, has lent that subsidiary ₹100.3 crore, outstanding at August 31, 2026 (RHP p.563).

21What the offer document does not say

• The largest customer's share of revenue, or the names behind the top ten (RHP p.41).
• Volumes and prices for manufacturing or for metals traded, so growth cannot be split into volume and price.
• Promoter pay for FY24 and FY25 one by one (RHP p.409).
• The expected sale price or buyer for the civil infrastructure business, beyond an expected completion in FY27 (RHP p.569).
• What the auditors' emphases of matter concern, in the risk factor read (RHP p.38).
• Which loans exactly are repaid and at what rates, beyond the list of nine subsidiaries, in the pages read (RHP p.206).
• The amount for acquisitions and general corporate purposes, left blank until pricing (RHP p.207).

22Five questions for management

1. What share of the ₹12,370.0 crore manufacturing order book at March 2026 comes from the top ten customers, and what share is energy products?
2. What is left on the civil infrastructure business's balance sheet after the ₹511.7 crore loss allowance in the three months to June 2026, and what sale value is expected?
3. Why did consolidated indebtedness reach ₹5,208.1 crore at August 2026 when balance-sheet borrowings were ₹1,942.2 crore at June 2026, and how much of the gap is supplier financing?
4. Will any further charge arise from the March 2026 change in preference share conversion ratios, now that all preference shares have converted?
5. What are the terms of the ₹4.1 crore advances to each promoter, and have they been repaid?

24Draft to final: what changed

The number of risk factors is 85 in both documents (DRHP p.79, RHP p.81), and the seven lead managers are the same (DRHP p.2, RHP p.2). The restated FY24 to FY26 figures are unchanged between the two documents (DRHP p.87, RHP p.88).

1Sources and cited facts

This study was read from 1 document the company filed. The 196 figures it cites are listed under the document each came from, with the page and the sentence as printed.