Zetwerk Manufacturing
FinMinutes Deep Business Model & Edge
Zetwerk Manufacturing Businesses Limited is a tech-enabled global manufacturing platform offering custom manufacturing, B2B procurement, and supply chain solutions across industrial and consumer goods.
What this company actually does — full breakdown ▾
Zetwerk Manufacturing Businesses Limited (formerly Zetwerk Manufacturing Businesses Private Limited) operates a global B2B manufacturing and supply chain platform powered by its proprietary operating system, Zetwerk OS. The company connects global buyers with manufacturing capacity across 6,979 suppliers in 26 countries and 26 in-house/subsidiary manufacturing facilities. Business activities span custom manufacturing for industrial and consumer products (Manufacturing Business segment) and B2B raw material procurement (Ecosystem Business / Terra91 segment). Consolidated revenue from operations reached ₹ 15,913.32 crore in Fiscal 2026 compared to ₹ 11,331.86 crore in Fiscal 2025 and ₹ 12,364.37 crore in Fiscal 2024.
- Manufacturing Business — Custom-manufactured industrial and consumer components, precision parts, aerospace/defence assemblies, and electronics.
- Ecosystem Business (Terra91) — B2B procurement platform aggregating demand for raw materials including ferrous/non-ferrous metals and petrochemicals.
Proprietary Zetwerk OS digital platform, multi-country supply network spanning 6,979 suppliers across 26 countries, asset-light hybrid manufacturing model, and deep cross-vertical enterprise relationships.
The Offer
Follow the Money — Use of Proceeds
- Repayment/prepayment, in part or full, of certain borrowings availed by our Company and Specified Subsidiaries — ₹1,300.00 cr
- Funding inorganic growth through unidentified acquisitions and other strategic acquisitions and general corporate purposes
Valuation at the Offer Price
These are the multiples the issuer is required to disclose under “Basis for the Offer Price”. This filing names no comparable listed peer, so there is no peer table and no relative multiple on this page. We would rather say that than assemble a peer set the issuer did not stand behind.
FinMinutes IPO Score — How It's Built
Transparent, deterministic, computed from the filing — not an opinion. Open any component below to see exactly what it measures and what it is worth. Components with no disclosed input are dropped from the weighting entirely rather than held at an invented neutral, because a constant inside a weighted average is not neutral — it quietly drags every score toward the middle. Weighted across 4 live components.
90% of the designed weighting had real data behind it on this issue. Not yet scored here: Valuation Vs Peers. A lower coverage figure does not mean a worse company — it means we are standing behind less of the picture, and you should read the findings below rather than the headline number.
How this is measured12%
Whether fresh capital actually enters the business. A predominantly offer-for-sale issue is marked down ONLY when the financials are weak. A profitable, cash-rich company selling down is treated as neutral, not penalised, because it does not need the money.
How this is measured12%
What changed between the draft prospectus and the final one. A period roll-forward or a refreshed industry report is expected and scores neutral. A statutory auditor replaced mid-process, a prior year restated, an offer-for-sale expanded late, new statutory dues disclosed, or a risk factor quietly removed all score against. Where only one of the two documents has been read, this component is dropped from the weighting rather than guessed.
How this is measured32%
Driven by the models battery run on the filing's own restated numbers: the Piotroski fundamental tests (scored out of those we could actually run), the Altman Z-double-prime solvency zone, and the direction of profit across the disclosed period. It is not a single yes/no on last year's profit.
How this is measured28%
Starts at 100 and loses points for every material finding: 12 for a flagged finding, 4 for a noted one. Two kinds feed it. DERIVED findings are computed from the filed numbers against stated thresholds — operating cash negative while profit is positive, related-party revenue above 15% of total, revenue rising while profit falls, goodwill above 30% of net worth, receivables growing more than 1.3x faster than sales, cash below half of short-term debt. Those are reproducible: the same filing gives the same answer every time, and the rule is printed beside the finding. READ findings come from the forensic sweep of the notes. Contingent liabilities, related-party intensity, customer concentration, litigation, auditor qualifications, statutory dues, promoter funding. Findings that record the ABSENCE of a problem — no litigation pending, an unmodified audit opinion — deduct nothing. This is the component our forensic read drives directly, and it moves most between companies.
3-Year Financial & Growth Trend
| Metric | FY26 | FY25 | FY24 |
|---|---|---|---|
| Revenue (₹ Cr) | 15913.32 | 11331.86 | 12364.37 |
| Net Profit (₹ Cr) | -964.39 | -215.07 | -852.53 |
| PAT Margin | -6.06% | -1.9% | -6.9% |
Revenue Breakdown
- Manufacturing Business: 58.91%
- Ecosystem Business: 41.09%
Why the numbers moved, in management’s own words
Taken from the Management’s Discussion and Analysis section of the filing. A number tells you what happened; this is the company’s explanation of why, and whether it calls the cause temporary or structural.
| Metric | Move | Management's stated reason | Type |
|---|---|---|---|
| Revenue from operations (FY26 vs FY25) | ↑ 40.4% | Revenue from operations increased primarily due to higher order volume and execution scale across Energy Products, Precision Products, and Ecosystem Business raw material procurement. | Structural |
| Cost of materials consumed (FY26 vs FY25) | ↑ 30.6% | Cost of materials consumed increased in line with overall manufacturing production expansion and raw material procurement scale. | Structural |
| Employee benefits expense (FY26 vs FY25) | ↑ 34.9% | Employee expenses increased due to engineering team expansion, software developer additions for Zetwerk OS, annual increments, and share-based payment expenses. | Structural |
| Finance costs (FY26 vs FY25) | ↑ 8.7% | Finance costs increased due to higher interest on working capital credit facilities, non-convertible debentures, and lease liabilities. | Structural |
| Restated Net Loss (FY26 vs FY25) | ↑ 348.4% | Restated net loss widened primarily due to exceptional non-cash fair value adjustments on CCPS conversion ratios and provisions created for exit from non-core trading and EPC operations. | One-off |
| Operating cash flow (FY26 vs FY25) | ↓ 76.4% | Operating cash outflow widened to ₹ -681.53 crore in FY26 from ₹ -386.29 crore in FY25 due to working capital lock-up in trade receivables and current assets to support order growth. | Structural |
| Revenue from operations (FY25 vs FY24) | ↓ 8.4% | Revenue from operations declined slightly due to strategic exit from certain low-margin trading and civil infrastructure operations. | Structural |
Headwinds
- Working Capital Intensity and Negative Operating Cash Flow Generation company persistent
Large-scale procurement and custom manufacturing execution require substantial working capital buffers and bank credit facilities. - Raw Material Price Volatility (Ferrous/Non-Ferrous Metals and Petrochemicals) sector persistent
Fluctuations in steel, aluminum, copper, and resin prices impact ecosystem trading margins if variations cannot be passed through immediately.
Tailwinds
- Global Supply Chain 'China+1' Diversification and Public Infrastructure CapEx macro
Accelerating global supply chain rebalancing, India 'Make in India' defense indigenization, and US re-industrialization drive sustained multi-vertical demand for platform-based manufacturing.
| Facility | Period | Utilisation |
|---|---|---|
| Zetwerk Facility - Noida, Uttar Pradesh | FY26 | 10.4% |
| Unimacts Facility - Houston, USA | FY26 | 3.0% |
Applying, and Who Handles the Allotment
Check allotment status on the registrar’s own portal → We link the registrar directly rather than mirroring the form.
Deep Financials
Revenue, EBITDA and profit are what every listing site prints. Below are the full restated statements as disclosed, the ratios we compute from them, and a DuPont decomposition of the return on equity. A prospectus carries three years, not ten — that is the document’s ceiling, and within it we go as deep as it allows.
Income StatementThe profit and loss as filed, then what we derive from it — kept apart.
Statutory order, exactly as restated in the filing. Finance cost and depreciation sit inside Total Expenses under Ind AS, which is why they are listed among the expense lines here rather than below the total. The expense rows sum to the total. Rows the filing does not disclose separately are omitted rather than left blank.
| Income Statement — as filed (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| Revenue from Operations | 15,913.32 | 11,331.86 | 12,364.37 |
| Other Income | 187.31 | 160.37 | 159.09 |
| Total Income | 16,100.63 | 11,492.23 | 12,523.46 |
| Cost of Materials Consumed | 9,879.75 | 6,800.34 | 9,431.04 |
| Purchases of Stock-in-Trade | 3,963.67 | 3,035.75 | 626.72 |
| Changes in Inventories | 139.39 | 129.07 | -230.53 |
| Employee Benefit Expense | 643.77 | 477.33 | 424.10 |
| Finance Cost | 366.22 | 336.87 | 323.09 |
| Depreciation & Amortisation | 196.69 | 161.01 | 181.78 |
| Other Expenses | 952.23 | 611.66 | 500.89 |
| Total Expenses | 17,141.72 | 11,696.12 | 12,521.96 |
| Profit Before Exceptional Items and Tax | -1,041.09 | -121.00 | -426.63 |
| Exceptional Items | -835.84 | -83.55 | -371.77 |
| Share of Profit of Associates / JV | -39.51 | -61.20 | -102.54 |
| Profit Before Tax | -916.44 | -204.55 | -798.41 |
| Tax Expense | 47.95 | 10.52 | 54.13 |
| Profit After Tax | -964.39 | -215.07 | -852.53 |
| Other Comprehensive Income | -1.18 | 3.55 | 0.19 |
| Total Comprehensive Income | -965.57 | -211.52 | -852.34 |
| EPS - Basic | -6.69 | -1.17 | -4.86 |
| EPS - Diluted | -6.69 | -1.17 | -4.86 |
Balance SheetWhat the company owns, owes, and is worth on paper.
| Balance Sheet (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| Share Capital | 11.38 | 11.31 | 10.70 |
| Reserves & Surplus | -15.96 | 435.52 | 402.50 |
| Net Worth | 465.39 | 441.18 | 406.53 |
| Long-term Borrowings | 475.33 | 41.08 | 73.54 |
| Short-term Borrowings | 1,460.83 | 1,705.47 | 1,158.56 |
| Total Borrowings | 1,936.16 | 1,746.55 | 1,232.10 |
| Trade Payables | 2,199.28 | 1,955.15 | 3,003.98 |
| Current Liabilities | 5,910.60 | 5,649.46 | 6,063.54 |
| Total Liabilities | 7,326.87 | 5,649.46 | 6,063.54 |
| Property, Plant & Equipment | 808.62 | 588.43 | 325.95 |
| Capital Work in Progress | 255.48 | 14.73 | 50.34 |
| Intangible Assets | 373.14 | 235.05 | 157.63 |
| Investments | 128.00 | 280.36 | 398.51 |
| Inventories | 1,249.58 | 931.09 | 1,172.47 |
| Trade Receivables | 2,329.93 | 1,752.83 | 2,111.58 |
| Cash & Equivalents | 1,321.95 | 884.14 | 725.61 |
| Current Assets | 8,452.87 | 7,840.08 | 8,713.87 |
| Total Assets | 13,384.63 | 10,355.43 | 10,330.85 |
Cash FlowWhere the cash actually went. Often the most honest statement of the three.
| Cash Flow (₹ Cr) | FY26 | FY25 | FY24 |
|---|---|---|---|
| Net Cash from Operating Activities | -681.53 | -386.29 | -281.54 |
| Capital Expenditure | 260.65 | 168.59 | 168.59 |
| Net Cash from Investing Activities | -394.13 | -147.92 | -621.90 |
| Net Cash from Financing Activities | 1,789.31 | 150.64 | 763.22 |
| Net Change in Cash | 713.65 | -383.57 | -140.22 |
Ratio AnalysisProfitability, leverage, liquidity, efficiency and earnings quality — computed by us.
Every ratio below is computed by us from the line items the company disclosed — not copied from anywhere. The arithmetic is standard; the point is that somebody actually did it. Blank cells mean the filing did not disclose the inputs, and we would rather show a gap than invent a number.
| Ratio | FY26 | FY25 | FY24 |
|---|---|---|---|
| Profitability | |||
| EBITDA Margin (%) | 3.2 | 3.8 | 1.4 |
| EBIT Margin (%) | 2 | 2.4 | -0 |
| PAT Margin (%) | -6.1 | -1.9 | -6.9 |
| Return on Equity (%) | -207.2 | -48.7 | -209.7 |
| Return on Capital Employed (%) | 13.5 | 12.7 | -0.1 |
| Return on Assets (%) | -7.2 | -2.1 | -8.3 |
| Leverage | |||
| Debt / Equity (x) | 4.16 | 3.96 | 3.03 |
| Net Debt / EBITDA (x) | 1.18 | 1.97 | 2.8 |
| Interest Coverage (x) | 0.89 | 0.82 | -0 |
| Liquidity | |||
| Current Ratio (x) | 1.43 | 1.39 | 1.44 |
| Quick Ratio (x) | 1.22 | 1.22 | 1.24 |
| Efficiency | |||
| Asset Turnover (x) | 1.19 | 1.09 | 1.2 |
| Receivable Days | 53 | 56 | 62 |
| Inventory Days | 33 | 34 | 44 |
| Payable Days | 57 | 72 | 112 |
| Cash Conversion Cycle (days) | 29 | 18 | -6 |
| Quality of Earnings | |||
| Operating Cash Flow / PAT (x) | 0.71 | 1.8 | 0.33 |
| Accruals Ratio (%) | -2.1 | 1.7 | -5.5 |
| Capex / Depreciation (x) | 1.33 | 1.05 | 0.93 |
| Inventory and payable days are measured against cost of goods (materials consumed + purchases of stock-in-trade + change in inventories). Receivable days against revenue. | |||
DuPont DecompositionWhy the return on equity is what it is: margin, efficiency, or leverage.
A headline return on equity tells you what. The DuPont decomposition tells you why — whether the return is earned through margin, through asset efficiency, or simply through leverage. Two companies can post an identical ROE for opposite reasons, and only one of them is safe.
| Component | FY26 | FY25 | FY24 |
|---|---|---|---|
| Net Margin (PAT / Revenue) | -6.1% | -1.9% | -6.9% |
| Asset Turnover (Revenue / Assets) | 1.19x | 1.09x | 1.2x |
| Equity Multiplier (Assets / Net Worth) | 28.76x | 23.47x | 25.41x |
| = Return on Equity | -207.2% | -48.7% | -209.7% |
| Tax Burden (PAT / PBT) | 1.05x | 1.05x | 1.07x |
| Interest Burden (PBT / EBIT) | -2.82x | -0.74x | 790.5x |
| Operating Margin (EBIT / Revenue) | 2% | 2.4% | -0% |
Computed from the disclosed statements. Where the filing omits an input, the row is left blank rather than estimated.
Quality of EarningsWhat the statements say when you read them against each other.
What the statements say once you read them against each other. These are observations, not verdicts — every one is arithmetic on the numbers the company itself disclosed, and each is stated so you can go and check it in the filing.
- Interest coverage was 0.89x in FY26. A meaningful share of operating profit is going to service debt rather than fund the business.
- Debt to equity stood at 4.16x in FY26.
Forensic ModelsBeneish, Altman, Piotroski and the Montier C-score — plus our own final-year check.
Beneish M-Score
M = -1.93An eight-variable model built to detect earnings manipulation, and built to run on exactly two consecutive years — which is what a prospectus gives us. It belongs here more than anywhere: a company about to list has the maximum possible incentive to have dressed up the very years it is about to show you. A score above −1.78 is the threshold at which the model says the accounts merit a closer look. It is a screening signal, not an accusation, and it was calibrated on listed companies elsewhere. Read the eight components, not just the total.
| Component | Value | What it captures |
|---|---|---|
| DSRI Days Sales in Receivables Index (Receivables_t / Sales_t) / (Receivables_t-1 / Sales_t-1) | 0.947 | Above 1 means receivables grew faster than sales. Revenue may be being recognised ahead of collection. |
| GMI Gross Margin Index GrossMargin_t-1 / GrossMargin_t | 1.055 | Above 1 means margins deteriorated. A firm with worsening prospects has more incentive to manipulate. |
| AQI Asset Quality Index AQ_t / AQ_t-1, where AQ = 1 - (CurrentAssets + PPE) / TotalAssets | 1.655 | Above 1 means a rising share of assets is soft (neither current nor fixed) — capitalised costs can hide here. |
| SGI Sales Growth Index Sales_t / Sales_t-1 | 1.404 | Growth is not manipulation. But high-growth firms face more pressure to keep the streak going. |
| DEPI Depreciation Index DepRate_t-1 / DepRate_t, where DepRate = Dep / (Dep + PPE) | 1.098 | Above 1 means assets are being depreciated more slowly — a quiet way to lift reported profit. |
| SGAI SG&A Index (SGA_t / Sales_t) / (SGA_t-1 / Sales_t-1), SGA proxied as employee cost + other expenses | 1.044 | A proxy, because filings rarely break out SG&A cleanly. Read it as a direction, not a precise figure. |
| LVGI Leverage Index Leverage_t / Leverage_t-1, where Leverage = (CurrentLiab + LongTermDebt) / TotalAssets | 0.868 | Above 1 means leverage rose. Debt covenants create pressure to hit numbers. |
| TATA Total Accruals to Total Assets (PAT - CashFromOperations) / TotalAssets | -0.0211 | The gap between reported profit and cash generated. The single heaviest term in the model — and the one that catches profit that never became cash. |
M = -1.93, below the −1.78 threshold. The model does not flag these accounts.
Altman Z″-Score (emerging markets)
Z″ = 4.72 · SafeA distress-prediction model. We use the Z″ variant deliberately: the original Z was calibrated on American manufacturers and misleads badly on Indian services companies. Above 2.6 is the safe zone, 1.1 to 2.6 is grey, below 1.1 is the distress zone. Like every model of its kind it is a screen, not a prophecy.
| X1 — Working Capital / Total Assets | 0.19 |
| X2 — Reserves / Total Assets | -0.001 |
| X3 — EBIT / Total Assets | 0.024 |
| X4 — Net Worth / Total Liabilities | 0.064 |
| Z″ = 3.25 + 6.56·X1 + 3.26·X2 + 6.72·X3 + 1.05·X4 | 4.72 |
X2 is meant to read retained earnings. The filing reports Other Equity, which also holds securities premium paid in by investors, so X2 here runs on reserves and reads higher than true retained earnings would. The more premium the company has raised before listing, the more Z″ is flattered.
Piotroski F-Score (adapted)
3 / 8Nine yes-or-no tests of fundamental strength — except we run eight. One of the original nine asks whether the company issued new shares, which is plainly absurd to ask of a company whose entire purpose at this moment is to issue shares. We drop that test, and we would rather tell you that than quietly fudge it.
- ✗Positive return on assets
- ✗Positive operating cash flow
- ✗Return on assets improving
- ✓Cash flow exceeds profit (quality of earnings)
- ✗Long-term leverage decreasing
- ✓Current ratio improving
- ✗Gross margin improving
- ✓Asset turnover improving
Montier C-Score
2 of 6 signsSix yes-or-no signs that reported profit may be running ahead of the business, from James Montier’s 2008 screen, read here for FY26 against FY25. Each is a direction in the statements, not a judgement. Several together are a reason to read the accounting policies and notes closely; none on its own means anything is wrong, and growing companies trip some of them honestly.
- ○Gap between profit and operating cash flow widening · PAT − CFO: ₹171.2 cr in FY25, ₹-282.9 cr in FY26
- ○Receivable days rising · 56 days in FY25, 53 days in FY26
- ○Inventory days rising · 34 days in FY25, 33 days in FY26 (on cost of goods)
- ○Other current assets rising against revenue · 37.7% of revenue in FY25, 22.3% in FY26 (current assets less cash, receivables and inventory)
- ●Depreciation falling against fixed assets · 27.4% of net block in FY25, 24.3% in FY26
- ●Total assets growing more than 10% a year · 29.3% in FY26
Ratios Nobody Prints
- Contingent liabilities / Net worth: 14.7%
Contingent liabilities of 68.49 cr against a net worth of 465.39 cr — 14.7% of what the company is worth on paper. These are obligations that sit off the balance sheet but could land on it. What they consist of matters as much as the size: a corporate guarantee to a subsidiary is a different animal from a disputed tax demand, and the filing says which. - Related-party revenue / Total revenue: 0.3%
0.3% of revenue in FY26 came from entities connected to the promoters. Revenue you sell to yourself is not the same as revenue you won in the market. - Cash / Short-term borrowings: 0.9x
Short-term borrowings of 1,460.83 cr against cash of 1,321.95 cr. Debt that must be refinanced within a year is only comfortable while lenders stay comfortable.
The Formula NotebookEvery number above, with the working shown. Check us.
Every number we publish, with the working shown. The formula, the same formula with this company’s actual figures put into it, the answer, and what it is for. Check us. That is the point.
PAT ÷ Net Worth-964.39 ÷ 465.39What the company earned on the money shareholders have in it. The headline measure of return — and the one the DuPont section takes apart.
EBIT ÷ (Net Worth + Total Borrowings)325.13 ÷ (465.39 + 1,936.16) = 325.13 ÷ 2,401.55Return on ALL the capital in the business, borrowed as well as owned. Unlike ROE, it cannot be flattered by taking on debt.
EBITDA ÷ Revenue521.82 ÷ 15,913.32Operating profitability before the effects of debt, tax and depreciation. What the business earns from the act of trading.
Total Borrowings ÷ Net Worth1,936.16 ÷ 465.39How much the company has borrowed against what it owns. High is not automatically bad — ask whether the borrowing is being serviced comfortably.
EBIT ÷ Finance Cost325.13 ÷ 366.22How many times over operating profit covers the interest bill. Below about 2x, a meaningful share of what the business earns is going to lenders rather than owners.
(Trade Receivables ÷ Revenue) × 365(2,329.93 ÷ 15,913.32) × 365How long the company waits to be paid. Rising receivable days mean revenue is being booked faster than it is collected — which is where a great many accounting problems begin.
Inventory Days + Receivable Days − Payable Days33 + 53 − 57How long cash is tied up in the operating cycle before it comes back. The longer it is, the more working capital the business must fund.
Cash from Operations ÷ PAT-681.53 ÷ -964.39Did the profit turn into cash? Profit is an opinion; cash is a fact. When this sits well below 1x for long, the two are drifting apart, and the filing is where you find out why.
(PAT − Cash from Operations) ÷ Total Assets(-964.39 − -681.53) ÷ 13,384.63 = -282.86 ÷ 13,384.63The share of reported profit that exists on paper rather than in the bank. It is also the heaviest single term in the Beneish model, for good reason.
Workspace
The interactive workspace is withheld on this issue. Every output in it — market capitalisation, enterprise value, every multiple, the reverse discounted cash flow — rests on the share count, and on this filing that count does not agree with itself. Below is each route we compute it by and what each one produces. A workspace built on the wrong one would be wrong in a way that looks entirely plausible, so we publish the disagreement instead.
| How the count is reached | Shares | Against the others |
|---|---|---|
| pre-issue shares as stated in the capital structure | 150.68 cr | agrees |
| paid-up share capital divided by face value | 11.38 cr | does not agree |
| profit after tax divided by basic EPS | 144.15 cr | agrees |
| net worth divided by net asset value per share | 14.89 cr | agrees |
The count implied by earnings per share sits 2.2% below the other routes. That is the ordinary consequence of earnings per share being struck on the weighted average number of shares during the year rather than the number at the year end, and it points to shares having been issued partway through the period. It is not a disagreement about the share count.
The net worth divided by net asset value per share route sits at almost exactly one 10th of the other routes, which is the signature of a bonus issue or a split between the financial year end and the offer rather than an error. Paid-up share capital on the balance sheet is dated BEFORE the event, while earnings per share and net asset value per share are restated for it. Take the post-bonus paid-up capital from the Capital Structure section, not from the balance sheet.
The share count does not reconcile across independent routes. Every figure derived from it is withheld until the filing is re-read.
Institutional Alpha: DRHP Deep Dive
According to the Redseer Report, the global durable goods procurement and manufacturing market is undergoing digital transformation and supply chain diversification, favoring integrated manufacturing platforms.
Fresh Issue De-leveraging of ₹ 1,300.00 Crore to Strengthen Balance Sheet
Zetwerk allocates ₹ 1,300.00 crore from its ₹ 2,830.00 crore Fresh Issue proceeds toward repayment/prepayment of debt facilities across the Holding Company and key manufacturing subsidiaries (including Zet Town, Unimacts, and Kryfs), significantly lowering annual interest burden.
Source: p.201, p.208Hybrid Manufacturing Model Powered by Zetwerk OS Universal Factory
Zetwerk integrates 6,979 third-party suppliers across 26 countries with 26 owned manufacturing facilities via Zetwerk OS, enabling simultaneous distributed manufacturing and compressed lead times (e.g. 12-15 month transformer delivery to US vs 36-42 month industry average).
Source: p.204, p.322Strategic Pivot Toward High-Margin Recurring OEM Components and ODM Capabilities
Diversifying beyond project-based capital goods, Zetwerk increased its recurring components revenue share to 50.85% in FY26 and expanded Original Design Manufacturing (ODM) GMV share to 13.93%, deepening client stickiness and driving net revenue retention to 120.24%.
Source: p.317, p.322Shareholding, Syndicate & Leadership
Leadership & Skin in the Game
Leadership: Amrit Pratik Acharya
Litigation: Criminal FIR filed by Sandeep Kumar against Promoters and KMPs; tax disputes and SEBI summons regarding customer/supplier transactions.
Auditor / RPT Flags: Auditor included emphasis of matter in FY25 regarding litigation and receivable uncertainty of ₹ 85.48 crore from a customer.
Custom Manufacturing & Supply Chain Platform Vitals
The operating metrics that actually price this business — the ones a generic IPO page skips. Straight from the filing.
| Metric | Value | Detail |
|---|---|---|
| Global Supplier Base | 6,979 suppliers | across 26 countries connected via Zetwerk OS in Fiscal 2026 |
| In-house & Subsidiary Manufacturing Facilities | 26 facilities | across 4 countries (India, USA, Mexico, Germany) |
| Manufacturing Order Book | ₹ 13,062.40 crore | order book as of June 30, 2026 (Q1 Fiscal 2027) |
| Manufacturing Business Revenue Share | 58.91% | share of Fiscal 2026 revenue from operations (Ecosystem Business: 41.09%) |
| Manufacturing Repeat Customer Revenue Share | 80.15% | share of Manufacturing Business revenue from repeat customers in Fiscal 2026 |
Source: p.204, p.322
🔍 Forensic Findings — What the Footnotes Say
Findings from across the filing — the notes, MD&A, related-party disclosures, contingent liabilities, CARO and litigation, alongside the risk section itself. Each carries where it was found, so you can see which were buried and which were disclosed. Findings marked derived are computed from the filed numbers against a stated rule, shown beside them.
Zetwerk incurred persistent negative cash flow from operating activities of ₹ -681.53 crore in FY26, ₹ -386.29 crore in FY25, and ₹ -281.54 crore in FY24 due to working capital requirements.
p.38, p.243, p.583SEBI issued summons under Section 11C(3) of SEBI Act regarding transactions with a customer/supplier. Enforcement Directorate (ED) also issued summons under PMLA regarding transactions with Generic Engineering and Kompass Infrastructure.
p.606, p.611Company filed an adjudication application before ROC under Section 454 for non-compliance under Section 42 of Companies Act regarding private placement proceeds utilization prior to filing Form PAS-3.
p.62, p.606The filing discloses that there are no listed companies in India or globally that operate in a business model directly comparable to Zetwerk.
p.248, p.256Criminal FIR filed by Sandeep Kumar against Promoters and KMPs; tax disputes and SEBI summons regarding customer/supplier transactions.
p.1, p.112, p.180, p.423, p.599Auditor included emphasis of matter in FY25 regarding litigation and receivable uncertainty of ₹ 85.48 crore from a customer.
p.1, p.112, p.180, p.423, p.599Goodwill and intangibles of ₹373.14 cr are 80.2% of net worth. An impairment would fall straight through to reported profit.
rule: intangibles > 30% of net worthRevenue rose to ₹15,913.32 cr in FY26 while profit fell to ₹-964.39 cr. Net margin went from -1.9% to -6.1%. The profit the offer price is measured against is not the best the company has shown.
rule: revenue↑ & PAT↓ in offer yearCompany's Claims vs Reality
We stress-test each claim against the filing's own data.
Restated consolidated financials show revenue from operations grew from ₹ 12,364.37 crore in FY24 to ₹ 15,913.32 crore in FY26.
p.81, p.322Company generated negative operating cash flows across all three reported years (₹ -681.53 crore in FY26).
p.38, p.243Proprietary SWOT — Company-Specific
Strengths
- Tech-enabled asset-light platform (Zetwerk OS) connecting 6,979 suppliers across 26 countries.
- Broad product diversification across industrial custom manufacturing and B2B raw material procurement.
Weaknesses
- Sustained negative cash flow from operating activities across FY24, FY25, and FY26.
- High working capital intensity and dependence on short-term bank credit facilities.
Opportunities
- Global supply chain China+1 diversification driving demand for Indian contract manufacturing.
- Expansion of in-house manufacturing capabilities in electronics and renewable energy components.
Threats (material, not boilerplate)
- Raw material price volatility and supply chain disruptions. risk_section
Why it matters: Volatile steel, copper, and aluminum raw material prices compress margins if cost variations cannot be immediately passed on.
Allotment Status
Check your allotment on the registrar's portal → Registrar: KFin Technologies
Allotment is decided by the registrar, not by us and not by the exchange. In an oversubscribed retail book, allotment is by lottery, so a large application does not improve your odds beyond one lot. If money stays blocked after the refund date, the mandate expiry (30 Nov 2026) is the date to raise with your bank.
Analyst Q&A: Burning Questions
Facts from the filing. No recommendation — that layer arrives once our Research Analyst registration is live.
How will the ₹ 2,830.00 crore fresh issue proceeds be deployed?
Zetwerk will deploy ₹ 1,300.00 crore toward prepayment/repayment of borrowings of the Company and Specified Subsidiaries, with the balance allocated toward strategic acquisitions and general corporate purposes.
p.201, p.208What caused the restated loss in Fiscal 2026 despite revenue growth?
While revenue grew 40.43% to ₹ 15,913.32 crore in FY26, Zetwerk recorded a restated loss of ₹ -964.39 crore primarily due to exceptional non-cash fair value adjustments on CCPS conversion ratios (₹ 835.84 crore) and discontinued civil infrastructure operations.
p.81, p.574What are the key regulatory and cash flow risks disclosed?
Key risk flags include negative operating cash flows (₹ -681.53 crore in FY26), regulatory summons from SEBI and ED regarding third-party transactions, and pending tax litigation.
p.38, p.606, p.611What Earlier Investors Paid
Early capital takes real risk and is fairly rewarded for it — a large multiple built over many years is normal. What deserves a closer look is a steep step-up in a short window: a round priced cheaply only months before the offer.
| Shareholder | Priced at | When | vs IPO price |
|---|---|---|---|
| Allotted below the band — 3 entries | |||
| Greenoaks Capital / D1 Capital / Avenir Zetwerk Investors / Creovate Innovation | ₹171.00 | 2026-04-02 | as disclosed |
| Series F3 CCPS Private Placement | ₹171.00 | 2026-04-02 | as disclosed |
| Series F3 CCPS Private Placement | ₹171.00 | 2026-07-03 | as disclosed |
The 3 allotments listed under “allotted below the band” are shown at their as-disclosed per-share price. They are not adjusted for any later bonus issue or share split, so where a company has issued bonus shares the raw multiple understates the true return and can even read as a loss when none was made. We show them as filed and decline to compute a misleading multiple.
Prices are as stated in the filing’s allotment history and are not adjusted for later bonus issues or share splits. Where a company has issued bonus shares, the multiples above understate the true return and can even read as losses. Adjusting for that is on our list; until it is done we would rather show the raw disclosure and tell you its limits than publish a confident number that is wrong.
Lock-in Expiry Calendar
Shares held before the IPO cannot be sold immediately; they unlock in tranches. When a tranche unlocks, more shares become eligible to trade. Retail investors are frequently caught unaware by these dates. The schedule below follows from the listing date; quantities are shown only where the filing discloses them.
- 23 Apr 2028Minimum Promoters' Contribution18 months
- 23 Apr 2027Promoters' Shareholding in Excess of Minimum Contribution6 months
- 23 Apr 2027Entire Pre-Offer Equity Share Capital6 months
- 22 Nov 2026Anchor Investor Portion (50%)30 days
- 21 Jan 2027Anchor Investor Portion (50%)90 days
An unlock means more shares may be sold — not that they will be, and not that the price will move. We state the dates; what you do with them is your call.
What Changed Between the DRHP and the RHP
Companies file a draft prospectus, then a final one. The changes in between are rarely reported, and they can be revealing.
| Item | In the DRHP | In the RHP / Addendum |
|---|---|---|
| Reporting Period Added June 30, 2026 stub period financial results as required for filing the Red Herring Prospectus. | Restated Consolidated Financial Information covered Fiscal 2024, Fiscal 2025, and Fiscal 2026. | Updated to include three-month stub periods ended June 30, 2026 and June 30, 2025 alongside Fiscals 2024, 2025, and 2026. |
| Litigation Favorable legal discharge received between UDRHP-I filing (August 13, 2026) and RHP filing (October 11, 2026). | Outstanding claim of USD 4.41 million (approx. INR 36.80 crore) by HDFC Bank Limited against subsidiary Zetwerk SG regarding discounted invoices. | Discharged from proceedings vide Debts Recovery Tribunal - III Chennai order dated August 14, 2026; company ceased to be a party to the claim. |
| WACA Updated WACA table reflects full conversion of Series A through F CCPS into equity shares in September 2026 prior to RHP filing. | Weighted average cost of acquisition for last 18 months primary/secondary transactions recorded at INR 172.77 and INR 171.67 per share. | Weighted average cost of acquisition of equity shares transacted in last 1 year recorded at INR 53.46, last 18 months at INR 52.12, and last 3 years at INR 51.75 per share following CCPS conversions. |
| Restated Financials Reflects quarterly balance sheet updates and share capital restructuring. | Restated consolidated net worth of INR 4,691.21 crore (INR 46,912.13 million) as of March 31, 2026. | Restated consolidated net worth updated to INR 4,650.00 crore for June 30, 2026 stub period. |
Educational, grounded entirely in the company's filings (DRHP/RHP). Not investment advice. FinMinutes does not provide buy/sell recommendations.
