Zetwerk Manufacturing Businesses Limited IPO

01At a glance

What the company does — takes orders for industrial and consumer products — transformer parts, solar structures, precision components, capital equipment — and has them made across third-party suppliers and its own factories, coordinated through its software; separately, through Terra91, it buys and supplies metals and petrochemicals (AP p.3, AP p.4).

Who pays it — companies in utilities, renewables, consumer electronics, AI infrastructure, aerospace and defence, oil and gas and industrial automation; the top ten were 35.90% of FY26 revenue (AP p.4, AP p.12).

Why it is raising money — ₹12,500.00 million to repay the company's borrowings and ₹5,500.00 million to repay borrowings of nine subsidiaries, plus acquisitions and general corporate purposes (AP p.6).

How fast it has grown — revenue went from ₹123,643.72 million in FY24 to ₹113,318.56 million in FY25 and ₹159,133.23 million in FY26; the manufacturing order book rose from ₹61,697.46 million to ₹123,700.09 million (AP p.10).

The one thing to understand — the business is large and thin-margined: FY26 adjusted EBITDA was ₹4,213.35 million on ₹159,133.23 million of revenue, 2.65%, and two-fifths of revenue is commodity trading (AP p.10, AP p.4).

02The business, in plain words

Zetwerk calls itself a "universal factory". A buyer — a power utility, a solar developer, an electronics brand — needs a product made. Zetwerk takes the order, designs or adapts it, places the work with suppliers in its network or in its own plants, controls quality, and handles logistics, customs and paperwork. The buyer deals with one company; the manufacturing happens across many.

A utility needs transformer components → orders from Zetwerk → Zetwerk allocates the work across its supplier network and its own facilities through Zetwerk OS, inspects and ships → it is paid against the order.

Two segments. The manufacturing business — energy products, precision products and capital goods — was 58.91% of FY26 revenue. The ecosystem business, Terra91, buys ferrous and non-ferrous metals and petrochemicals and supplies them to customers as principal — 41.09% (AP p.4). It has manufacturing facilities in India, Spain, the United States and Germany (AP p.12).

It discontinued its civil infrastructure works business in FY26 (DRHP p.35).

Earnings equation: Revenue = orders delivered, and the margin is the difference between what the customer pays and what the supplier network and raw material cost. Gross margin was 12.13% and contribution margin 8.17% in FY26 (AP p.10).

03Where the money comes from

Source: AP p.4, AP p.10. Manufacturing other operating revenue of ₹55.20 million in FY26 is not shown separately.

Source: AP p.10, AP p.12.

Customer concentration has risen: the top ten went from about a fifth of revenue to more than a third in two years (AP p.12). Energy products drove it — up ₹30,257.28 million in FY26 alone (AP p.10). The United States share has fallen as India grew (AP p.10). On the supply side, the top ten suppliers were 38.18% of FY26 total expenses (AP p.12).

04The growth record

Source: AP p.10, DRHP p.35, DRHP p.85, DRHP p.87, DRHP p.91.

Revenue fell 8.35% in FY25 and rose 40.43% in FY26 (AP p.10). The operating result improved every year: loss before exceptional items and tax went from ₹4,266.32 million to ₹806.04 million (DRHP p.35). Then two things made FY26's reported loss the largest of the three years.

The first is an exceptional charge of ₹8,358.39 million, which the document says is mainly a non-cash charge for adjusting the conversion ratio of various classes of shares held by shareholders (DRHP p.35). The second is ₹6,417.78 million of loss from the discontinued civil infrastructure business, including a ₹4,530.00 million exceptional item (DRHP p.87).

05What the growth is made of

FY26 revenue rose ₹45,814.67 million. Manufacturing accounts for ₹31,255.74 million of it and the ecosystem business for ₹14,558.93 million (AP p.4).

Inside manufacturing, energy products did almost all of it: ₹34,818.44 million to ₹65,075.72 million, an 86.9% rise (AP p.10). Precision products were flat after tripling in FY25; capital goods grew 8.2%. The order book supports the energy growth: new manufacturing orders of ₹153,933.51 million in FY26 and a closing order book of ₹123,700.09 million (AP p.10).

The ecosystem business is commodity trading. It fell from ₹62,825.21 million to ₹50,827.54 million in FY25 and recovered to ₹65,386.47 million in FY26 (AP p.4), and its revenue moves with metal and petrochemical prices as much as volume.

The document does not give tonnes, order counts or prices, so the growth cannot be split into volume and price.

06Earnings quality

Two lines need explaining, and the document explains both. The FY26 exceptional charge relates to the capital structure, not to operations. The discontinued business is being exited. Without either, the operating loss was ₹806.04 million (DRHP p.35).

What the document does not reconcile in the summary is operating cash: outflows grew every year, to ₹6,815.29 million in FY26, as revenue grew (DRHP p.91). For a business that pays suppliers and waits for customers, growth consumes working capital. The auditor's emphasis of matter and CARO modifications are listed as a risk factor; the summary does not describe them (AP p.12).

07The balance sheet

Source: DRHP p.85, DRHP p.86; lease liabilities are current plus non-current, summed here.

Total borrowings were ₹19,361.62 million at March 2026, most of it current (DRHP p.85). Cash was ₹8,611.01 million (DRHP p.91). The objects name ₹18,000.00 million of repayment. This is a judgement, not a disclosure: that is 93% of the year-end borrowings, so after the issue the group would carry little bank debt, though its supplier credit — trade payables and acceptances of over ₹30,000 million — is a larger source of funding than the banks.

08What the money is for

The offer is a fresh issue of up to ₹26,000.00 million and an offer for sale of up to 9,68,37,455 shares of ₹1 face value (AP p.1).

Source: AP p.6. The nine subsidiaries include Sharp Tanks and Structurals, Terra91 International, Smile Electronics, Kryfs Power Components, Kryfs Transformers, Unimacts Global LLC in the United States, Zetwerk Manufacturing SG in Singapore, Zap91 Solar India and Zet Town India (AP p.6). Acquisitions and general corporate purposes are each capped at 25% of gross proceeds (AP p.6).

Into the business up to ₹26,000.00 million, the fresh issue, 69% of it named for debt repayment. To selling shareholders up to 9,68,37,455 shares, not yet priced.

The offer is made under Regulation 6(2), because the company does not meet the profitability test of Regulation 6(1)(b) (AP p.1).

09Who is selling

Source: AP p.1, AP p.2. These are the ten largest sellers, offering 8,39,16,432 shares; other selling shareholders offer the remaining 1,29,21,023.

The two founders are each offering 1,42,30,672 shares — about 12.3% and 11.1% of their holdings — at a stated cost of negligible (AP p.1, AP p.7). The largest single seller is Creovate Innovation, a promoter-group company (AP p.1).

10Promoters

The promoters are the founders, Amrit Pratik Acharya, 37, managing director, chairperson and chief executive, and Srinath Ramakkrushnan, 38, executive director and chief operating officer (AP p.6). Together they hold 15.89% on a fully diluted basis; with the promoter group, including Creovate Innovation and two family trusts, 20.70% (AP p.7).

The board has four independent directors — Sanjiv Rangrass, Vinod Kumar Dasari, Jai Shankar Krishnan and Aruna Sundararajan — plus Shailesh Lakhani as a non-executive non-independent director and Prayank Swaroop as nominee of Accel India V. Ankit Fatehpuria is chief financial officer (AP p.15).

Promoter economics. The founders' cost of acquisition is stated as negligible (AP p.1). Some early allotments were recorded with the Ministry of Corporate Affairs at issue prices of ₹28,687.41 and ₹49,926 per share in December 2019 and September 2020, but the allottees paid ₹1 a share, which is the cost the document uses (AP p.13).

Litigation. Four criminal and eight regulatory proceedings against the promoters, with no amount stated; no SEBI or exchange disciplinary action in five years (AP p.16).

11Who already owns it

Source: AP p.7, AP p.8, AP p.9. Vehicles of the same investor are summed here; the last row is the balance.

Venture and growth investors hold most of the company; Greenoaks is the largest through three funds. The founders hold under a sixth between them. Much of the investor holding is in preference shares that convert before the red herring prospectus (AP p.9).

12What changed just before the IPO

• A civil infrastructure business was discontinued, with a ₹4,530.00 million exceptional loss in FY26 (DRHP p.35, DRHP p.87).
• A ₹8,358.39 million charge was taken on adjustments to the conversion ratios of shareholders' share classes (DRHP p.35).
• Energy products revenue nearly doubled, from ₹34,818.44 million to ₹65,075.72 million (AP p.10).
• Customer concentration rose, the top ten from 26.89% to 35.90% of revenue in one year (AP p.12).
• Non-current borrowings rose from ₹410.81 million to ₹4,753.28 million (DRHP p.85).
• Financing inflows of ₹17,893.09 million in FY26, including equity raised (DRHP p.91).
• Manufacturing tilted towards India, from 53.42% of manufacturing revenue in FY24 to 70.40% in FY26 (AP p.10).

13Capacity and expansion

Zetwerk's capacity is mostly other companies' factories; it owns facilities in India, Spain, the United States and Germany alongside its supplier network (AP p.12). The measure the document gives is orders:

Source: AP p.10.

The order book at March 2026 was about 1.3 times FY26 manufacturing revenue. The document states it has no firm long-term purchase commitments from many customers, so orders can be reduced, cancelled or delayed (AP p.12). The issue funds no capacity; it repays debt (AP p.6).

14Market size and industry structure

As claimed. The industry summary puts India's manufacturing procurement of durable goods at ₹9.42 trillion in FY2021 and ₹17.37 trillion in FY2026, projected at ₹37.54–42.57 trillion by FY2031, and the United States' at ₹53.12 trillion in FY2026. It sizes the addressable market for manufacturing platforms in FY2026 at ₹10.26–12.57 trillion in India and ₹2.07–6.26 trillion in the United States (AP p.5).

The part that is addressable. Outsourced manufacturing of industrial products in India and the United States, which the report's platform figure approximates.

What the company is today. Manufacturing revenue of ₹93,746.76 million in FY26 against India's platform market of ₹10.26–12.57 trillion is under 1% — indicative, and it ignores the US half of the business.

Industry figures above come from the report cited in the offer document and are labelled as such.

15Competitive position

The document states there is no listed company in India or globally with a similar business model (DRHP p.234). It names no competitors in the summary.

What it gives as the basis of its position is aggregation: a diversified supplier base, its own software to allocate and monitor work, and end-to-end control over quality and delivery — which the industry report calls the three capabilities a manufacturing platform needs (AP p.5). The evidence in the numbers is the order book, which doubled in two years (AP p.10).

The constraint is visible too: margins. A manufacturing EBITDA margin of 6.03% and a group adjusted EBITDA margin of 2.65% leave little room when customers are concentrated and suppliers' prices move (AP p.10).

16Peers the company named

The company names none. It states there are no listed companies in India or globally that operate a similar business model, and gives no industry price-to-earnings ratio (DRHP p.233, DRHP p.237).

Read from the filing: contract manufacturers and metals traders are listed in India, but none combines both through an aggregation platform, which supports the statement.

17Risks, in plain words

Losses. Continuing losses of ₹9,643.93 million in FY26, and losses at certain subsidiaries (AP p.11).

Suppliers. Manufacturing depends on third parties, exposing the company to their prices, capacity, quality, supply and currency (AP p.11). The top ten were 38.18% of FY26 expenses (AP p.12).

End markets. Demand depends on renewables, AI infrastructure, oil and gas, consumer electronics and defence (AP p.11). Energy products are now over two-fifths of revenue (AP p.10).

Geography. India and the United States are almost all of revenue (AP p.11).

Customers. The top ten were 35.90% of FY26 revenue, and many have no long-term purchase commitment (AP p.12).

Quality. Defects, whether the company's or a supplier's, can mean cancellations, recalls and liability (AP p.12).

Accounting. Emphasis of matter and CARO modifications in the auditor's reports for three years (AP p.12).

Issue-specific. Made under Regulation 6(2), for companies that do not meet the profitability test (AP p.1).

18Litigation and regulatory matters

Source: AP p.15, AP p.16, to the extent quantifiable.

The largest figure runs in the company's favour: ₹17,033.50 million in 69 criminal and three civil matters it has brought, which the summary does not describe. Against the company, 12 regulatory proceedings and 31 tax matters aggregate ₹1,923.55 million.

19Related-party transactions

Not read for this study. The abridged summary carries no related-party table, and the note in the 726-page updated offer document was not reached. Creovate Innovation, a promoter-group company, is the largest seller in the offer (AP p.1); its dealings with the company, if any, will be covered at the red herring prospectus stage.

20What the offer document does not say

In the parts read for this study:

• Who the top ten customers are, for a business where they are 35.90% of revenue (AP p.12).
• Margins by segment beyond manufacturing — the ecosystem business's margin is not in the summary (AP p.10).
• What the auditor's emphasis of matter concerns (AP p.15).
• What the ₹17,033.50 million the company is claiming in its own proceedings relates to (AP p.15).
• Which borrowings are repaid, at what rate, beyond the list of subsidiaries (AP p.6).
• The order book by segment or customer (AP p.10).
• The price band, lot size or offer dates, which is normal before the red herring prospectus.

21Five questions for management

1. What margin does the Terra91 commodities business earn, and why keep it inside a manufacturing platform?
2. What is the ₹8,358.39 million charge on share conversion ratios, and does anything like it recur?
3. Operating cash outflow rose to ₹6,815.29 million in FY26. How much of that is receivables from the top ten customers?
4. How much of the ₹123,700.09 million order book is energy products, and from how many customers?
5. What are the 69 criminal proceedings the company has brought, and what does the ₹17,033.50 million claim represent?

2Sources and cited facts

This study was read from 2 documents the company filed. The 72 figures it cites are listed under the document each came from, with the page and the sentence as printed.