Official Gazette Notification Text
Official Transcript24W x 43H THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE BSE LIMITED (“BSE”) AND NATIONAL...
24W x 43H THIS IS A PUBLIC ANNOUNCEMENT FOR INFORMATION PURPOSES ONLY. THIS IS NOT A PROSPECTUS ANNOUNCEMENT AND DOES NOT CONSTITUTE AN INVITATION OR OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE TO SECURITIES. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY OUTSIDE INDIA. INITIAL PUBLIC OFFERING OF EQUITY SHARES ON THE MAIN BOARD OF THE BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) (Please scan the QR Code to view the Red Herring Prospectus, the Abridged Prospectus ZETWERK MANUFACTURING BUSINESSES LIMITED and this Addendum) Our Company was originally incorporated at Chennai, Tamil Nadu as 'Zetwerk Manufacturing Businesses Private Limited' as a private limited company under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation dated December 6, 2017, issued by the Registrar of Companies, Central Registration Centre (“RoC CRC”). Subsequent to a change in our registered office from the state of Tamil Nadu to the state of Karnataka pursuant to the Board resolution dated April 11, 2019, and the special resolution passed by our Shareholders on May 6, 2019 and confirmation of such alteration by an order dated September 13, 2019 passed by regional director, a fresh certificate of registration dated October 15, 2019, was issued by the Registrar of Companies, Karnataka at Bangalore. Subsequently, our Company was converted from a private limited company to a public limited company and the name of our Company changed from 'Zetwerk Manufacturing Businesses Private Limited' to 'Zetwerk Manufacturing Businesses Limited', pursuant to a Board resolution dated January 23, 2026, and a special resolution dated February 6, 2026, passed by the Shareholders. Accordingly, a fresh certificate of incorporation dated February 23, 2026, was issued by the RoC, CRC.
For further details on the changes in the name and registered office of our Company, see “History and Certain Corporate Matters - Changes in the registered office” on page 362 of the red herring prospectus dated October 11, 2026 (“RHP”).
Registered and Corporate Office: #84/1, Ground & 1st Floor, Vaishnavi Sovereign, Green Glen Layout, Bellandur, Bengaluru South, Bengaluru 560 103, Karnataka, India
Tel: +91 7624 9748 90; Website: www.zetwerk.com; Contact person: Mania Sarkar, Company Secretary and Compliance Officer; E-mail: cs@zetwerk.com;
Corporate Identity Number: U74999KA2017PLC128777 NOTICE TO INVESTORS ADDENDUM TO THE RED HERRING PROSPECTUS DATED OCTOBER 11, 2026 (THE “ADDENDUM” AND SUCH RED HERRING PROSPECTUS, THE “RED HERRING PROSPECTUS” OR THE “RHP”)
OUR PROMOTERS: AMRIT PRATIK ACHARYA AND SRINATH RAMAKKRUSHNAN INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH (“EQUITY SHARES”) OF ZETWERK MANUFACTURING BUSINESSES LIMITED ( “COMPANY”) FOR CASH AT A PRICE OF ₹[●] PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF [●] EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹28,300.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 144,525,036 EQUITY SHARES* OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION, COMPRISING AN OFFER FOR SALE OF 14,230,672 EQUITY SHARES OF FACE VALUE OF ₹1 EACH AGGREGATING UP TO ₹[●] MILLION BY THE SELLING SHAREHOLDERS (THE “OFFER FOR SALE” AND SUCH EQUITY SHARES, THE “OFFERED SHARES”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
*ALL OR A CERTAIN PORTION OF THE OFFERED SHARES OF THE SELLING SHAREHOLDERS INCLUDES EQUITY SHARES THAT HAVE BEEN ISSUED UPON CONVERSION OF PREFERENCE SHARES PRIOR TO THE FILING OF THIS RED HERRING PROSPECTUS, AS APPLICABLE.
THE OFFER INCLUDES A RESERVATION OF UP TO 700,000 EQUITY SHARES OF FACE VALUE OF ₹ 1 EACH, AGGREGATING UP TO ₹ [●] MILLION (CONSTITUTING UP TO [●]% OF THE POST OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREINAFTER) (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE OFFER AND THE NET OFFER SHALL CONSTITUTE [●]% AND [●]%, RESPECTIVELY, OF THE POST- OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
This Addendum is in reference to the Red Herring Prospectus dated October 11, 2026 filed with the RoC, SEBI and the Stock Exchanges in relation to the Offer. In this regard, potential Bidders may note the following:
a. Post filing of the Red Herring Prospectus, R.G. Buildwell Engineers Limited (“RGB” or the “Petitioner”) filed a writ petition under Article 226 of the Constitution of India before the High Court of Judicature at Bombay against the Securities and Exchange Board of India (“SEBI”), our Company and the Book Running Lead Managers to the Offer which was served on us on October 16, 2026.
In the writ petition, the Petitioner amongst others, alleges (i) suppression of criminal case pending before the Additional Chief Judicial Magistrate, Ghaziabad against the Company, its Promoters and its Directors; (ii) incomplete disclosure of criminal proceeding arising from the NH-346 project filed by Ajay Chauhan; (iii) suppression of material commercial suit pending before the Commercial Court Bhopal; (iv) misleading presentation of the subsisting dispute between the Petitioner and the Company; (v) characterisation of a separate mediation claim as a counterclaim under section 12 A of Commercial Courts Act, 2015; (vi) non-disclosure of claims under the section titled “claim against the group not acknowledged as debts”; (vii) non-disclosure of police notices and its related claims; and (viii) mischaracterisation of petitioner's complaint as Apurva Hajela to SEBI.
In this regard, the Petitioner seeks, among others: (a) for a direction to SEBI to decide both complaints by a reasoned order, after hearing the petitioner, before the Offer closes on October 19, 2026; (b) for a direction to SEBI to require our Company and the BRLMs to publish an RHP addendum, in newspapers and on their websites, covering all details of the matter; (c) for an extension of the bid period so bidders can revise or withdraw their bids; (d) for these disclosures to be included in the Prospectus and highlighted as variations; (e) for the Offer to be held in abeyance, with no basis of allotment, allotment or listing until the disclosures are made; and (f) for interim and ad-interim relief stopping allotment, filing with the RoC and listing until the addendum is published and the bid period is extended by at least three working days. The matter is currently pending.
b. Separately, pursuant to a complaint from RGB dated October 14, 2026 and the writ petition described above in (a), our Company became aware of commercial suit (“Suit”) instituted by RGB, before the Commercial Court, Bhopal, Madhya Pradesh (“Court”), against our Company on September 28, 2026. The Suit was following the conclusion of pre-institution mediation under Section 12A of the Commercial Courts, 2015 as unsuccessful. Our Company did not receive a copy of the Suit separately and became aware of the Suit vide the complaint dated October 14, 2026 and service of the writ petition. Additionally, the Plaintiff in the Suit has alleged, inter alia, breach of the memorandum of understanding dated March 16, 2023, abandonment of the works under the NH-346 project and the resulting loss of claim and reputational prejudice including blacklisting by the employer on June 16, 2025, declaration of the Plaintiff as a “Non-Performer”. The Plaintiff has sought recovery of ₹ 1,754.75 million together with pendente lite and future interest. The matter is currently pending.
c. By way of the writ petition described above in (a), our Company became aware of an application dated May 25, 2026 filed by Ajay Chauhan (“Complaint”) before the Court of the Chief Judicial Magistrate, Ghaziabad against our Company and its Promoters and Directors. Neither the Complaint nor any summons, or notice in relation thereto has been served on our Company. Accordingly, the subject matter of the Complaint are not available with the Company.
d. Potential bidders should also note that the complaint dated August 20, 2026 having been received from Apurva Hajela is in her capacity as advocate to R G Buildwell Engineers Limited, which is the complainant. Appropriate modifications shall be carried out under sections titled “Other Regulatory and Statutory Disclosures – Disposal of investor grievances by our Company” and “Material Contracts and Documents for Inspection” of the RHP, where the same complaint and response are presently disclosed.
e. The complaint dated October 14, 2026 from R.G. Buildwell Engineers Limited, and our Company's response dated October 17, 2026, shall be treated as material documents available for inspection and shall be deemed included in the list of documents under the section titled, “Material Contracts and Documents for Inspection” of the RHP.
The above changes are to be read in conjunction with the RHP and accordingly their references in the RHP stand updated pursuant to this Addendum. The information in this Addendum supplements the RHP and updates the information in the RHP, as applicable. For the avoidance of doubt, the disclosures relating to the Pending Proceedings set out in this Addendum have been updated to reflect the status of such matters as on the date of this Addendum. However, this Addendum does not reflect all changes that have occurred between the date of filing the RHP and the date hereof, including to the extent stated in this Addendum, along with other factual updates, as may be applicable, and accordingly does not include all the changes and/ or updates that will be included in the Prospectus, as and when filed with the RoC, SEBI and the Stock Exchanges. Investors should not rely on this Addendum for any investment decision and should read the Red Herring Prospectus filed with the RoC, the SEBI and the Stock Exchanges before making an investment decision in the Offer. The Equity Shares offered in the Offer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and, unless so registered, may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws in the United States. Accordingly, the Equity Shares are being offered and sold (a) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a) of the U.S. Securities Act and (b) outside the United States in “offshore transactions” as defined in, and in compliance with, Regulation S under the U.S. Securities Act (“Regulation S”) and, in each case, in compliance with the applicable laws of the jurisdiction where those offers and sales are made. This Addendum shall be available from the date of such filing with SEBI and will be available on the website of SEBI at www.sebi.gov.in, the website of Stock Exchanges at www.nseindia.com and www.bseindia.com, the website of our Company at www.zetwerk.com the websites of the Book Running Lead Managers at https://investmentbank.kotak.com, www.morganstanley.com/india, www.goldmansachs.com, www.avendus.com, www.jmfl.com, www.business.hsbc.co.in and www.pantomathcapital.com.
For the purposes of this Addendum, all capitalised terms used herein shall, unless otherwise defined herein, have the meanings ascribed to such terms in the Red Herring Prospectus. Further, for the purposes of this Addendum and the corresponding disclosures to be included in the Prospectus, all capitalised terms shall have the meanings ascribed to them in the section titled “Definitions and Abbreviations” of the RHP.
For Zetwerk Manufacturing Businesses Limited Sd/-
Place: Bangalore, India Mania Sarkar
Date: October 17, 2026 Company Secretary and Compliance Officer BOOK RUNNING LEAD MANAGERS Kotak Mahindra Capital Company Limited Morgan Stanley India Company Private Limited Goldman Sachs (India) Securities Private Limited Avendus Capital Private Limited JM Financial Limited 1st Floor, 27BKC, Plot No. C–27, “G” Block Altimus, Level 39 & 40, Pandurang Budhkar Marg, 9th and 10th Floor, Ascent-Worli, Sudam Kalu Ahire Platina Building, 9th Floor 901, Plot No C-59 7th Floor, Cnergy, Appasaheb Marathe Marg, Bandra Kurla Complex, Bandra (East) Worli, Mumbai - 400 018, Maharashtra, India Marg, Worli, Mumbai - 400 025, India Bandra Kurla Complex, Bandra (East), Prabhadevi Mumbai - 400 051, Maharashtra, India Tel: +91 22 6118 1000 Tel: +91 22 6618 9000 Mumbai - 400 051, Maharashtra, India Mumbai - 400 025, Maharashtra, India
Tel: +91 22 4336 0000 E-mail: zetwerkipo@morganstanley.com E-mail: zetwerkipo@gs.com Tel: +91 22 6648 0050 Tel: + 91 22 6630 3030 E-mail: zetwerk.ipo@kotak.com Website: www.morganstanley.com/india Website: www.goldmansachs.com E-mail: zetwerk.ipo@avendus.com E-mail: zetwerk.ipo@jmfl.com
Website: https://investmentbank.kotak.com Investor Grievance E-mail: Investor Grievance E-mail: india-client- Website: https://www.avendus.com Website: www.jmfl.com Investor Grievance E-mail: investors_india@morganstanley.com support@gs.com Investor Grievance E-mail: Investor Grievance E-mail:
kmccredressal@kotak.com Contact Person: Hrithik Khanna Contact Person: Rohan Johar / Saurav S investorgrievance@avendus.com grievance.ibd@jmfl.com
Contact Person: Ganesh Rane SEBI Registration Number: INM000011203 SEBI Registration Number: INM000011054 Contact Person: Sarthak Sawa / Sneha Roy Contact Person: Prachee Dhuri
SEBI Registration Number: INM000008704 SEBI Registration Number: INM000011021 SEBI Registration Number: INM000010361 BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER SBC HSBC Securities and Capital Markets (India) Private Limited Pantomath Capital Advisors Private Limited KFin Technologies Limited 52/60, Mahatma Gandhi Road, Fort, Pantomath Nucleus House, Saki Vihar Road, Andheri East, 301, The Centrium, 3rd Floor, 57, Lal Bahadur Shastri Road, Mumbai - 400 001, Maharashtra, India Mumbai - 400 072, Maharashtra, India Nav Pada, Kurla (West), Mumbai - 400 070, Maharashtra, India
Tel: + 91 22 6864 1289 Tel: 1800 889 8711 Tel: +91 40 6716 2222/180 0309 4001 E-mail: zetwerkipo@hsbc.co.in Email: zetwerk.ipo@pantomathgroup.com E-mail: zetwerk.ipo@kfintech.com
Website: www.business.hsbc.co.in Website: www.pantomathcapital.com Website: www.kfintech.com Investor Grievance E-mail: investorgrievance@hsbc.co.in Investor Grievance E-mail: investors@pantomathgroup.com Investor Grievance E-mail: einward.ris@kfintech.com
Contact Person: Harsh Thakkar / Harshit Tayal Contact Person: Amit Maheshwari Contact Person: Williams R.
SEBI Registration Number: INM000010353 SEBI Registration Number: INM000012110 SEBI Registration No: INR000000221 BID/OFFER PERIOD ANCHOR INVESTOR WEDNESDAY, BID/OFFER THURSDAY, BID/OFFER MONDAY, BIDDING DATE OCTOBER 14, 2026 OPENED ON OCTOBER 15, 2026 CLOSES ON OCTOBER 19, 2026* * The UPI mandate end time and date shall be at 5:00 p.m. on the Bid/Offer Closing Date ZETWERK MANUFACTURING BUSINESSES LIMITED (formerly known as Zetwerk Manufacturing Businesses Private Limited) is proposing, subject to applicable statutory and regulatory requirements, receipt of requisite approvals, market conditions and other considerations, to make an initial public offering of its Equity Shares and has filed the RHP with SEBI, RoC, Bengaluru at Karnataka and the Stock Exchanges on October 11, 2026. The RHP shall be available on the website of SEBI at www.sebi.gov.in, and is available on the websites of the Stock Exchanges i.e. BSE and NSE at www.bseindia.com and www.nseindia.com, respectively, on the website of our Company at www.zetwerk.com and the websites of the BRLMs, i.e., Kotak Mahindra Capital Company Limited, Morgan Stanley India Company Private Limited, Goldman Sachs (India) Securities Private Limited, Avendus Capital Private Limited, JM Financial Limited, HSBC Securities and Capital Markets (India) Private Limited and Pantomath Capital Advisors Private Limited at
https://investmentbank.kotak.com, www.morganstanley.com/india, www.goldmansachs.com, https://www.avendus.com, www.jmfl.com, www.business.hsbc.co.in and www.pantomathcapital.com, respectively. Any potential investors should note that investment in equity shares involves a high degree of risk and for details relating to such risk, see ‘‘Risk Factors’’ beginning on page 28 of the RHP. Potential investors should not rely on the UDRHP- I filed with SEBI and the Stock Exchanges, and should instead rely on their own examination of our Company and the Offer, including the risks involved, for making any investment decision.
This announcement does not constitute an invitation or offer of securities for sale in any jurisdiction. The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any other applicable law of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws. Accordingly, the Equity Shares are only being offered and sold (a) to persons in the United States that are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the U.S. Securities Act) in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act; or (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those offers and sales occur. There will be no public offering of the Equity Shares in the United States.
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