Zetwerk co-founders hold 15.86% fully diluted stake before IPO

Zetwerk Manufacturing Businesses Limited’s two co-founders, Amrit Pratik Acharya and Srinath Ramakrushnan, together hold 243,882,540 equity shares, or 15.86% of subscribed and paid-up share capital on a fully diluted basis. Zetwerk identifies both executives as its only promoters, while each also holds a board and operating-management position before the proposed initial public offering.

Why do Zetwerk co-founders hold 15.86% on a fully diluted basis?

Zetwerk co-founders hold 15.86% because the prospectus measures their combined 243,882,540 equity shares against subscribed and paid-up share capital on a fully diluted basis. The shares have a face value of Rs 1 each, and the disclosure identifies Amrit Pratik Acharya and Srinath Ramakrushnan as the company’s promoters as of the Red Herring Prospectus date.

A fully diluted basis is a share-capital measure that takes account of equity that can arise under the relevant dilution assumptions. Zetwerk’s employee stock option table defines its fully diluted calculation as equity shares held by a shareholder together with equity shares that would result from exercising vested options under employee stock option schemes, where applicable. The promoter disclosure uses the fully diluted basis for the 15.86% figure, while the option-table definition explains the treatment used in that separate shareholding presentation.

Promoter status and the size of a holding are separate prospectus disclosures. Zetwerk’s board identified Amrit Pratik Acharya and Srinath Ramakrushnan as promoters through a resolution dated January 23, 2026, and the company states that no change in control occurred in the five years preceding the Red Herring Prospectus. The 15.86% figure quantifies the two promoters’ stated ownership under the disclosed capital basis; it does not change their designation as promoters.

How is the 15.86% Zetwerk stake split between the co-founders?

Srinath Ramakrushnan has the larger reported post-offer fully diluted percentage at 8.35%, compared with 7.51% for Amrit Pratik Acharya. These two percentages total 15.86%, matching the promoter chapter’s combined fully diluted ownership percentage. Zetwerk’s employee stock option table reports no unvested options for either co-founder.

The 243,882,540 combined number in the table equals the equity-share total in Zetwerk’s promoter disclosure. The two presentations label the same aggregate differently: the promoter chapter calls it equity shares, while the employee stock option table lists the individual amounts as vested employee stock options. The supplied disclosures do not explain that labelling difference, so the reported figures should be read within their respective tables.

The directors’ total in the employee stock option table is 15.88%, not 15.86%, because it also includes Sanjiv Rangrass’s 325,540 vested options and 0.02% post-offer fully diluted percentage. Accordingly, the 15.86% figure belongs to the two co-founders alone, while 15.88% is the total for all three directors named in that table.

What formal roles do Zetwerk co-founders hold?

Zetwerk co-founders hold formal executive and board roles alongside their 15.86% combined stake. Amrit Pratik Acharya is Executive Director, Managing Director, Chairperson and Chief Executive Officer, while Srinath Ramakrushnan is Executive Director and Chief Operating Officer. Zetwerk’s management organisation chart places both within its executive-director structure.

The appointments were formalised during 2026. Zetwerk records Amrit Pratik Acharya’s appointment as Managing Director on March 9, 2026, with regularisation through a shareholder resolution dated March 16, 2026. It records Srinath Ramakrushnan’s appointment as Executive Director and Chief Operating Officer on January 23, 2026, the same date on which the board identified both co-founders as promoters.

Zetwerk also states that both co-founders were appointed under a shareholders’ agreement. Except for Amrit Pratik Acharya and Srinath Ramakrushnan, the company reports no arrangement or understanding with major shareholders, customers, suppliers or others under which a key managerial person or senior manager was selected. The company further says that, apart from the shareholders’ agreement, its promoters have not entered into agreements intended to affect management or control or impose restrictions or liabilities on Zetwerk.

How concentrated is management-related ownership at Zetwerk?

Management-related ownership is concentrated in the two co-founders because they account for 15.86 percentage points of the 17.77% post-offer fully diluted capital reported for directors, key managerial personnel and senior management. That leaves 1.91 percentage points for the non-founder director, key managerial personnel and senior management disclosed in the employee stock option table.

The non-founder director component is 0.02%, representing Sanjiv Rangrass’s 325,540 vested options. Key managerial personnel other than the co-founders account for 1.20% of post-offer fully diluted capital, comprising 18,452,429 vested options and 66,291 unvested options. Senior management accounts for 0.69%, with 5,351,761 vested options and 5,332,704 unvested options reported in the table.

Employee stock options are therefore the stated mechanism through which other managers can have potential equity participation. Zetwerk says none of its key managerial personnel or senior management is entitled to a bonus or profit-sharing plan, and no contingent or deferred compensation outside remuneration is payable to directors, key managerial personnel or senior management. The reported ownership percentages can change if options are exercised or if the relevant post-offer capital base changes.

What does Zetwerk disclose about promoter interests and the promoter group?

Zetwerk discloses that its promoters have interests through their direct and indirect holdings in the company and certain subsidiaries, joint ventures and associates, as well as dividends or other distributions attached to those holdings. The disclosure also covers shares held by immediate relatives, executive-director remuneration, expense reimbursement and loans availed from Zetwerk by the two promoters. The supplied pages do not quantify the advances made to the co-founders.

The promoter group contains 15 natural persons related to the two promoters and 12 entities, including family trusts, trustee limited liability partnerships and private companies. The 15.86% figure, however, is expressly stated for Amrit Pratik Acharya and Srinath Ramakrushnan, rather than as an ownership total for all promoter-group members. The prospectus separately directs readers to the capital-structure section for promoter-group shareholding details.

Zetwerk states that its promoters have not given material guarantees to third parties regarding the company’s specified securities as of the Red Herring Prospectus date. It also says the promoters and promoter-group members have not been declared wilful defaulters or fraudulent borrowers, have not been barred from securities-market access by the Securities and Exchange Board of India or another regulator, and have not been declared fugitive economic offenders under the Fugitive Economic Offenders Act, 2018.

Conclusion

Zetwerk’s disclosures show that Amrit Pratik Acharya and Srinath Ramakrushnan remain the sole promoters despite holding 15.86% of subscribed and paid-up capital on a fully diluted basis. Their ownership is concentrated in two executives who also hold the Managing Director, Chairperson and Chief Executive Officer roles in one case, and the Executive Director and Chief Operating Officer roles in the other.

The next ownership update will depend on the final post-offer capital structure and the treatment of employee stock options under Zetwerk’s disclosed schemes. The prospectus already presents the co-founders at 15.86% of post-offer fully diluted capital in the option table, while later option exercises or equity issuances would need to be assessed against the applicable fully diluted denominator.