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dossiers · OW Capital

ZMK and OW Capital: share denominators, the issue challenge and the wagon contract

The issue resolution survived challenge, but completion of the placement is not established. The separate contract action was dismissed in the retained February report, which records both the claimant’s objection and the defendant’s substantive rebuttal.

published
14 oct 2026
updated
15 oct 2026
records as of
10 oct 2026
entities
164
sources
182
cite entities.csv

1The business, changing board and dated annual figures

analysisZMK’s issuer reports document changing boards and a continuing general-director role for Maxim Stolbun. The 2020 board included Igor Gorelov, Dzhakhpar Gamzalov, Mikhail Krivoshein, Stolbun and Igor Ulyanov. Later boards introduced Evgeny Chabrov, Ibragim Gamzalov, Gadzhi Murtazaliev, Valentin Nersesyan and Andrey Ageev. Irina Gamzalova joined the disclosed board from 29 November 2024. The company reported RUB 26.192 billion revenue and RUB 3.285 billion net profit in 2025, compared with RUB 33.691 billion and RUB 5.433 billion in 2024.

Sources (5)

1 2 3 4 5

qualification
Board membership is dated and does not prove a personal equity holding. A report covering a year is not automatically an appointment on 1 January or a resignation on 31 December. Auditor and registrar roles are service relationships. Procurement totals and trademark records do not establish misconduct by individual board members. The retained annual reports distinguish the Dzhakhpar and Ibragim roles; a later press description of Dzhakhpar as Stanislav’s father is not relied upon.

2A successful defense of the issue resolution is not proof of completion

analysisZMK’s 28 March 2024 extraordinary meeting approved a proposed private placement of 5,055,201 additional ordinary shares at RUB 10 nominal value. The Russian cassation judgment records 17,333 OW votes out of 17,947 ordinary shares, about 96.58% of that voting class. A holder of 519 preferred shares challenged the issue, alleging an improper price, dilution, lack of investment need and an impermissible foreign-controlled vote. The court rejected the claim; the 15 October 2024 decision was upheld on 26 December 2024 and in April 2025.

Sources (6)

1 6 7 8 9 5

qualification
The court’s meeting date is 28 March, correcting a secondary account’s 28 April. The full April judgment is dated 18 April, following the operative ruling on 8 April; a mirror header has a different date. Judicial approval of the resolution is not proof that all proposed new shares were issued to Gamzalov. The retained 2025 accounts still report RUB 239,290 registered capital. The record does not establish a completed 99.9% direct personal holding.
response
ZMK said the funds would finance foundry capacity and reduce dependence on suppliers. The courts found no proven bad faith or impairment of the protected dividend rights and accepted disclosed Russian control when rejecting the foreign-state restriction argument. Appeals by later purchasers were terminated on standing grounds. A separate 2025 regulator-instruction challenge concerned placement disclosures and pre-emption periods; the retained report says interim relief was refused but does not establish a final merits result in that separate case.

3The separate grain-wagon contract case and the defendant’s response

analysisOW and Gamzalov also sued in ZMK’s interest to invalidate a June 2022 contract with MosRegionTrans for 1,000 grain wagons worth RUB 4.5 billion. The February 2025 report describes a renewed dismissal after remand, with appeals accepted and a hearing then scheduled for 5 March. This contract dispute is distinct from the shareholder challenge to ZMK’s additional share issue. 10

qualification
The contract’s size is not an adjudicated loss. The retained February account does not establish the eventual outcome of the accepted appeals. Its combined ownership description does not split the individual’s and OW’s direct percentages.
response
Gamzalov argued that shareholder approval was absent and a 5% advance would create an extraordinary financing burden. The defendant produced an audio recording said to show his approval. A valuation expert and the court considered phased batches of about 50 wagons financially feasible, with such advances common in large contracts. The court rejected the interpretation that all deliveries had to occur on a single day.
Sources (10)
  1. Company statement source · s-d15 identified by category only · Company statement
  2. Company statement source · s-d53 identified by category only · Company statement
  3. Company statement source · s-d56 identified by category only · Company statement
  4. Other source · s-d136 identified by category only · Other
  5. Other source · s-d387 identified by category only · Other
  6. Media source · s-d75 identified by category only · Media
  7. Court record source · s-d343 identified by category only · Court record
  8. Court record source · s-d344 identified by category only · Court record
  9. Media source · s-d356 identified by category only · Media
  10. Media source · s-d341 identified by category only · Media

Recorded connections

cite this dossier

DossierTwist, “OW Capital Management: industrial holdings, the KVBZ confiscation and separate court outcomes”, dt.010, 14 October 2026 (updated 15 October 2026), https://dossiertwist.com/dossiers/ow-capital/

Free to read, cite and republish with credit under CC BY 4.0: credit “DossierTwist” and link to the dossier.

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