Zetwerk files updated DRHP with SEBI for Rs 2,600 crore fresh issue

The Development

Zetwerk Manufacturing Businesses Limited, the Bengaluru-based technology-led manufacturing platform, has filed its updated draft red herring prospectus (UDRHP-I) with SEBI and the exchanges, per the draft offer document dated 13 August 2026 now on SEBI's public-issues record with an entry date of 14 August 2026. The updated draft sets a fresh issue of equity shares aggregating up to Rs 2,600 crore (Rs 26,000 million) alongside an offer for sale of up to 96,837,455 shares of face value Re 1 each by existing shareholders. The total offer size and price band are not yet fixed and appear as placeholders in the document.

The filing follows SEBI's observations issued earlier in the pipeline; the company had used the regulator's confidential pre-filing route before updating its draft. SEBI observations clear an issuer to proceed but are not an endorsement of the offer, and the abridged prospectus itself states the shares "have not been recommended or approved by" SEBI. The development was surfaced through coverage in The Economic Times. It ranks among the larger listings attempted by a new-age manufacturing company, and the next milestone would be the red herring prospectus carrying the price band and issue dates.

The Company

Zetwerk describes itself in the offer document as "a technology-led, asset-light manufacturing platform for industrial and consumer goods", aggregating capacity across third-party suppliers and its own plants into what it calls a "universal factory" run on its proprietary Zetwerk OS. The company discloses two reportable segments: a Manufacturing Business spanning Energy Products, Precision Products and Capital Goods, and an Ecosystem Business (Terra91) that sources industrial commodities such as ferrous and non-ferrous metals and petrochemicals. Customers span utilities, renewables, consumer electronics, AI infrastructure, aerospace, defence, oil & gas and industrial automation.

As of 31 March 2026 the company discloses 26 own manufacturing facilities across India, Spain, Germany and the USA, complemented by 6,979 third-party suppliers across 26 countries. Per the UDRHP, total revenue from operations was Rs 15,913 crore in Fiscal 2026, up 40.43% from Rs 11,332 crore in Fiscal 2025, which had itself fallen 8.35% from the year before. The company discloses a restated loss for the year of Rs 1,606 crore in Fiscal 2026, against losses of Rs 371 crore and Rs 918 crore in the two preceding fiscals. Its manufacturing order book stood at Rs 12,370 crore as of March 2026, per the document, up from Rs 8,629 crore a year earlier. The promoters are Amrit Pratik Acharya, the managing director and chief executive, and Srinath Ramakkrushnan, the chief operating officer.

The Offer Structure

The offer combines a fresh issue of up to Rs 2,600 crore with an offer for sale of up to 96,837,455 equity shares of face value Re 1 each, per the UDRHP. Selling shareholders named in the document include promoters Amrit Pratik Acharya and Srinath Ramakkrushnan (up to 14,230,672 shares each), promoter-group entity Creovate Innovation Private Limited, and investor shareholders Peak XV Partners, Accel India V (Mauritius), Lightspeed's two funds and Kae Capital Fund II. The company may also undertake a pre-IPO placement of up to Rs 520 crore, which if completed would be reduced from the fresh issue.

The stated objects of the fresh issue are the repayment or prepayment of up to Rs 1,250 crore of the company's borrowings and up to Rs 550 crore towards the borrowings of named subsidiaries through investment in them, with the balance for inorganic growth through unidentified acquisitions and general corporate purposes (capped, per the document, at 35% of gross proceeds). The book-running lead managers are Kotak Mahindra Capital, Morgan Stanley India, Goldman Sachs (India) Securities, Avendus Capital, JM Financial, HSBC Securities and Pantomath Capital Advisors; KFin Technologies is the registrar. The shares are proposed for listing on the BSE and the NSE. Readers working through allotment arithmetic can use Oquilia's lumpsum calculator or CAGR calculator; prior coverage sits on the /news desk.

Risk Factors

The risk factors below are those the company itself discloses in the offer document; they are not an Oquilia assessment. The UDRHP lists as its first risk that the company "incurred restated loss for the year from continuing operations" of Rs 964 crore, Rs 215 crore and Rs 853 crore for Fiscals 2026, 2025 and 2024 respectively, and notes that certain subsidiaries have also incurred losses.

Among the other risks the company discloses: a reliance on third-party suppliers for manufacturing and raw materials, exposing it to price volatility, capacity and quality issues; dependence on the health of customer industries such as renewables, AI infrastructure, oil & gas and defence; and revenue concentration, with India and the USA accounting for 82.54% and 14.33% of Fiscal 2026 revenue from continuing operations. The document also discloses that its top 10 suppliers contributed 38.18% of total expenses and its top 10 customers 35.90% of revenue in Fiscal 2026, and that its statutory auditors included "certain emphasis of matters and modifications" in their reports for the three reported fiscals.

What Happens Next

The updated draft is a stage in the process, not the final offer. From here the standard sequence runs from the updated draft to a red herring prospectus filed with the Registrar of Companies carrying the price band and issue dates, followed by an anchor-investor allocation one working day before the issue opens, a three-day subscription window, the basis of allotment, and refunds or the unblocking of application amounts before listing on the BSE and the NSE.

None of those dates are set in the current document, where the price band, total offer size and timetable appear as placeholders. The company has also flagged that it may raise up to Rs 520 crore through a pre-IPO placement before the RHP stage, which would be reduced from the fresh issue. This report describes the mechanics of the process; it does not predict demand for the issue or its eventual price.

FAQ

Should I apply for this IPO?

Oquilia does not make recommendations. This report is informational and is not investment advice or a recommendation to subscribe. The RHP, including the complete risk-factors section, is available on SEBI's website and the exchanges - read it directly before making any decision.

What is the size of the issue?

Per the UDRHP, the fresh issue is up to Rs 2,600 crore and the offer for sale is up to 96,837,455 equity shares of face value Re 1 each. The total offer size and price band are not yet fixed and appear as placeholders in the draft document.

What do SEBI's observations mean?

SEBI's observations clear an issuer to proceed to the offer stage. They are not an approval of the issue's merits or a guarantee of its contents; the offer document itself states the shares have not been recommended or approved by SEBI.

What will the fresh-issue money be used for?

The stated objects are repaying up to Rs 1,250 crore of the company's borrowings, investing up to Rs 550 crore towards subsidiaries' borrowings, and funding inorganic acquisitions and general corporate purposes, per the UDRHP.

Where can I read the offer document?

The updated draft red herring prospectus and draft abridged prospectus are available on SEBI's website and on the BSE and NSE websites, as the document itself notes.

This report is based on the updated draft red herring prospectus filed with SEBI and the accompanying draft abridged prospectus. It was surfaced via coverage in The Economic Times.