Arete 22 IPO

Easy to miss in the prospectus

• Every financial figure in this record is STANDALONE and excludes Unicast Autotech entirely. The restated information covers Arete 22 Limited alone for the years ended 31 March 2024, 2025 and 2026, and Unicast became a wholly owned subsidiary with effect from 1 April 2026 - the day after the last reported balance sheet date. Comparing FY26 to anything the combined group reports later will not be like for like.
• Promoter holding here is the DRHP's own printed total for the four named Promoters, 5,98,81,926 shares or 86.66%. The statutory shareholding pattern puts category (A), Promoters and Promoter Group together, at 100.00% of pre-issue capital: Sahuwala Cylinders Private Limited holds 5.91%, Abhishek Gupta HUF 5.55% and Pawan Kumar Gupta MHUF 1.88%.
• EPS and NAV are bonus-adjusted. 5,31,52,250 bonus shares were allotted ten for every three held as on 8 September 2026, taking pre-issue capital to 6,90,97,925 shares. The FY26 basic EPS of ₹6.92 is struck on the bonus-adjusted weighted average count.
• The KPI table reports net asset value per equity share of ₹5.33 for both Fiscal 2025 and Fiscal 2024, although the restated balance sheet shows total equity doubling from ₹17.33 Cr to ₹34.68 Cr between those two years. Per the DRHP's own note, net asset value is net worth divided by the shares outstanding at the END of the relevant year, so the ₹13.06 is struck on the bonus-adjusted count at 31 March 2026 and not on the 6,90,97,925 shares outstanding at the date of the filing.
• Return on net worth is computed on CLOSING net worth, as the DRHP's own note states - restated profit attributable to the owners divided by total equity at the end of the year. FY26's 52.97% is ₹44.97 Cr over ₹84.90 Cr. The separately disclosed Return on Equity of 75.22% is the same profit over AVERAGE equity, which is why the two figures differ by so much.
• The chartered engineer's notes to the capacity table state that the Company's facilities are operating at optimum capacity, in the same table that reports capacity utilisation of 68.34% at Kolar and 43.06% at Bilaspur for Fiscal 2026. Kolar's own utilisation went 61.67%, 56.25% then 68.34% across the three years.
• The peer set is only three companies, and one of them is not on the same calendar: Enkei Wheels (India) Limited's column is for the year ended 31 December 2025 and is standalone, while Wheels India and Steel Strips Wheels are to 31 March 2026. The industry P/E range of 30.74 to 139.86 times and its 69.39 times average are struck on NSE closing prices of 9 September 2026, and the average is only meaningful if the Enkei outlier is understood.
• A pre-IPO placement of up to ₹50.00 Cr may be undertaken before the Red Herring Prospectus is filed with the RoC. Anything raised that way is deducted from the fresh issue, so the ₹440 Cr recorded here is an upper bound on what is offered to the public.
• The Promoters' disclosed weighted average cost of acquisition per equity share is ₹0.85 for Pawan Kumar Gupta, ₹1.54 for Abhishek Gupta, ₹1.54 for Konica Gupta and ₹1.87 for Naveen Gupta. The only primary issuance in the eighteen months before the DRHP was 9,41,177 shares to Sahuwala Cylinders Private Limited on 1 April 2026 at ₹85 a share, for consideration other than cash, in the swap that bought Unicast - ₹19.62 a share once adjusted for the bonus.
• The statutory auditor changed twice during the period reported. A A A J & Associates were appointed on 22 August 2024 to fill a casual vacancy and resigned on 18 February 2026 citing pre-occupation in other assignments; O.P Bagla and Co. LLP were appointed on 26 February 2026, also to fill a casual vacancy, and it is they who certified the restated FY24 to FY26 information.
• Working capital turnover ratio reads 16.80 times in FY26 against negative 3.96 and negative 8.66 in the two prior years because the DRHP defines it as turnover divided by the CHANGE in average working capital during the period, not by working capital itself. It is not comparable with the ratio most issuers publish under that name.
• The restated revenue note states there are no export sales in any of the three years, and every rupee of FY26 revenue is attributed to an Indian state - Karnataka 26.82%, Tamil Nadu 22.21%, Haryana 20.61% and Uttarakhand 17.03% being the largest.
• Note 39 to the restated financial statements reports a single reportable segment under Ind AS 108, the company being considered a manufacturer of alloy wheels. The three-way split shown on this page is the DRHP's own revenue-by-product table, not segment reporting.
• The industry material - the two-wheeler production figures, the premiumisation trend and the peer benchmarking commentary - comes from a report titled 'Analysis of Alloy Wheel Industry in India' dated September 2026 that CRISIL Intelligence prepared under an engagement letter of 29 May 2026, exclusively commissioned and paid for by the company for this offer. The DRHP makes no claim about the company's own market share.
• All four Promoters are one family: Pawan Kumar Gupta is the father of Abhishek Gupta and Naveen Gupta, and Konica Gupta, his daughter-in-law, is Abhishek Gupta's spouse. Naveen Gupta holds 18.73% but is not a Director.
• A criminal complaint relating to vehicle-financing transactions with Shri Ram Transport Finance is pending before the Court of the Chief Judicial Magistrate, Jammu, against independent director Yalamati Srinivasa Chakravarti, with the court having directed the accused to appear by an order of 8 May 2025.
• The DRHP carries its own risk factor that one independent director, named in that factor as Laxmi Kantha Ghadiyakari and in the board table as Lakshmi Kantha Ghadiyakari, has no experience of being a director of a listed company.