Zetwerk Manufacturing Businesses (ZMBL) is focused on accelerating time to market for its customers by aggregating spare capacity from multiple third-party suppliers and being able to manufacture products at low cost while optimising for speed and quality. Zetwerk OS, the proprietary technology of the company, drives the end-to-end order flow, from supplier selection and digital recipes to project management, quality control, and logistics.

Company’s manufacturing platform can distribute a single order across multiple third-party suppliers and its own manufacturing facilities, enabling simultaneous manufacturing. Through such distribution, it is also able to break geographic barriers, enabling the company to serve customers using suppliers across geographies.

As some of its customers have grown into large accounts, the company have selectively invested in its own assembly and finishing facilities to serve them, evolving from a pure marketplace to a hybrid model that combines manufacturing and assembly both through third parties and its own manufacturing facilities. It has also added in-house engineering and design capabilities for certain components, including those used for transformers for AI data centres, process plant machinery, metal manufacturing and defence applications.

Through a combination of the capabilities mentioned above and the inherent benefits of a platform model, it has been able to build a large base of customers. Its operations span design, manufacturing, quality control, logistics, customs, documentation and compliance, all coordinated through its proprietary Zetwerk OS. It takes title to the goods procured from suppliers before supplying them to customers, and bear responsibility for quality assurance, delivery and contractual performance.

Its customers range across sizes, from innovative startups to mature companies, and across industries, including utilities, renewables, consumer electronics, artificial intelligence infrastructure, aerospace, space & defence, oil & gas, and industrial automation. Some of its customers include Siemens Gamesa, Acer India Private Limited, boAt, NextPower (formerly Nextracker), CG Power and Industrial Solutions Limited, NTPC Renewable Energy Limited, L&T MHI Power Boiler Pvt Ltd, DRDO (Electronics & Radar Development Establishment (LRDE)), National Aluminium Company Limited, Indian Oil Corporation Limited, Mortenson, Nordex Acciona, Indian Air Force, and Numaligarh Refinery Limited.

The company aggregate manufacturing capacity across a network of third-party suppliers and its own facilities into a “universal factory,” unified through Zetwerk OS. Third-party suppliers with whom it work have capabilities in manufacturing processes, including sheet metal stamping, metal fabrication, injection moulding, extrusions, assembly, die casting, forging, grinding and machining, and span several countries, including industrial geographies such as India, Vietnam, Thailand, Taiwan, Germany, Spain, Eastern Europe, Mexico and the USA. Since its incorporation, it has cumulatively delivered products and raw materials worth Rs 74374.21 crore in terms of GMV to its customers.

Currently the company monetise its manufacturing platform through two reportable business segments i.e. (i) Manufacturing Business (MB) segment, where it offer its customers the ability to manufacture diversified industrial and consumer products through its aggregated base of suppliers and its own facilities; and (ii) Ecosystem Business (EB) segment, branded Terra91, where it aggregate and source industrial commodities from suppliers, enabling cost-effective procurement for its customers, including customers in its manufacturing business.

Within MB segment, its key product verticals include Energy Products (offshore wind turbine nacelle assemblies for European OEMs, solar tracker, solar power plant, transformers, transformer components); Precision Products (smart ring components, engine parts, multi layer PCBs, data center components, military grade connectors, high precision turbine blades, antennas and electrical grounding clamps) and Capital Goods (lpg storage tanks, horton sphers, marine unloaders, cng storage tanks, calus catalytic reactor, bullet train railway girders). Moreover within its MB segment, its precision products vertical comprises wholly recurring components and its energy products vertical comprises both one-time capex products and recurring components, while capital goods vertical is entirely capex products.

Through its EB segment, it sell raw materials and commodities such as ferrous and non-ferrous metals and petrochemicals, including aluminium, zinc, steel, copper and lead directly to customers.

It began focused on expansion outside India in Fiscal 2022 and have since added customers in the USA and Europe and suppliers in Vietnam, Mexico and the USA. Over the years it has evolved from an India-only marketplace catering to limited industries into a diversified and resilient manufacturing platform with multiple demand engines, a multi-geography supplier base and an expanded capability for customers in India and internationally.

Of the FY26 revenue, the share of MB segment was 58.91% and that of EB business was 41.09%. Of the MB segment revenue in FY26 about 69.42% is energy products, 14.90% is precision products and 15.62% is capital goods. Moreover, revenue from the sale of products sourced from third-party suppliers in FY26 revenue from operations stood at 80.46% and 75.71% in Q1FY27. Of the FY26 revenue from operations the share of India business was 82.54%, USA is 14.33% and rest of the countries is 3.13%.

In Fiscal 2026, its MB segment served 906 active customers across its energy products, precision products and capital goods verticals, through a supplier base across 26 countries, including India, and 26 own manufacturing facilities across four countries, including India. The suppliers with whom it has transacted during FY26 was 6979 (up from 6731 in FY25) and in Q1FY27 was 3735 (up from 3336 in Q1FY26). Its MB segment’s repeat customer revenue share in FY26 stood at 80.15% compared to 84.8% in FY25 and 78.1% in FY24.

Company’s MB segment order book as of June 30, 2026, was Rs 13062.396 crore. In addition, its average order value increased from Rs 4.594 crore in FY24 to Rs 5.893 crore in FY25 and to Rs 9.174 crore in FY26.

The company previously operated a Civil Infrastructure Works business, under which it undertook construction and other projects focused on civil infrastructure, mainly water pipelines and railway tracks. At meetings held on January 23, 2026 and March 9, 2026, its Board of Directors approved the sale of the operations of this business and the company have commenced actions required to effect such sale, which is expected to be completed in Fiscal 2027.

As of June 30, 2026, it operates 26 own manufacturing facilities across four countries, namely India, Spain, the USA and Germany.

The issue, Objects of the issue

The offer comprises fresh issue of equity shares of Rs 1 face value, aggregating to Rs 2830 crore and offer for sale (OFS) of 144525036 equity shares by the promoters/promoter group (51436164 equity shares), investor selling shareholders (87373742 equity shares) and individual selling shareholder (5715130 equity shares).

Of the net proceeds from fresh issue, the company intends to use Rs 2160 crore for repayment and/ or pre-payment, in part or full of all the borrowing availed by the company (Rs 1300 crore) and certain of its subsidiaries (Rs 860 crore) and balance towards funding inorganic growth through unidentified acquisitions and other strategic acquisitions and general corporate purposes.

Aggregated outstanding borrowings on consolidated basis as end of Aug 31, 2026, stood at Rs 5208.065 crore.

Strengths

Unique business model enables it to serve multiple demand pools and makes it resilient across economic cycles

Its proprietary technology (i.e. Zetwerk OS) enables end-to-end workflow management across the manufacturing lifecycle while driving powerful network effects across its operations.

Ability to add value-additive ecosystem services to its manufacturing platform.

Top 10 customers accounted for just 35.9% of FY26 revenue from operations signaling diversified customer base. Deep relationships with customers drive higher revenue visibility and stickiness.

Weaknesses

Rely on third-party suppliers for both its manufacturing business and ecosystem business.

Had negative net cash flow from operations in Q1FY27, FY26, FY25 and FY24.

Promoters and certain members of promoter group had, in the past, pledged their equity shares and preference shares with a security trustee under promoter borrowing arrangements and certain of its equity shares held by certain shareholders are subject to a pledge.

Statutory auditors have included certain emphasis of matters and modifications under the section “Report on Other Legal and Regulatory Requirements” in their auditor reports in the three months periods ended June 30, 2026 and June 30, 2025 and Fiscals 2026, 2025 and 2024.

Have in the past entered into a number of related party transactions and may continue to enter into related party transactions in the future

Valuation

Consolidated re-stated revenue in FY2026 stood higher by 40% to Rs 15913.32 crore. With OPM contract by 40 bps to 2.1%, the growth of OP was 20% to Rs 334.51 crore. After accounting for higher interest and depreciation, the PBT before EO was a loss of Rs 41.10 crore compared to a loss of 59.80 crore. EO Expense jumped to Rs 835.84 crore from Rs 83.55 crore. EO Exp for FY26 is primarily due to fair value of increase in diluted holding to certain shareholders of Rs 796.398 crore in FY26 due to adjustments to the conversion ratio of various classes of shares held by shareholders of the company. EO Exp for FY25 is primarily due to restructuring expenses in connection with the exit from the legacy business of specialized storage tanks by one of the subsidiaries. Thus the PBT after EO was a loss of Rs 876.94 crore (against Rs 143.35 crore). Finally, net profit after MI of continuing business was a loss of Rs 990.53 crore against a loss of Rs 210.41 crore.

For the quarter ended Jun 2026, the sales were up 55% to Rs 4117.88 crore. With OPM expand by 100 bps to 1.7%, the OP jumped up 268% to Rs 71.46 crore. Finally, net profit after MI was a loss of Rs 68.73 crore (against a loss of Rs 881.98 crore, hit primarily due to EO Expense of Rs 803.23 crore towards adjustments to the conversion ratio of various classes of shares held by shareholders of the company against nil EO Exp in Q1FY27).

For TTM period ended Jun 2026, the sales were Rs 17381.77 crore and with OPM stand at 2.2%, the OP was Rs 386.56 crore. Finally the net profit (after MI) of continuing business was a loss of Rs 177.29 crore.

On the expanded equity, the EPS for FY2026 was – Rs 0.6. EPS for TTM period ended Jun 2026 stood at – Rs 0.7. P/BV stood at 11.6 times and EV/sales stood at 1.6 times. ROE stood at -19.7%.

Repayment of Rs 2160 crore from net proceeds will bring the borrowings down by about 41.47%, resulting in lower interest outgo. EPS for TTM period ended Jun 2026 works out to Rs 0.1 if 41.47% of its interest cost is removed, keeping all other items, including tax rate, same. The reworked PE stood at 1510 times.

There are no listed companies in India or globally which operate in a similar business model as that of the company for comparison.