BENGALURU, FRIDAY, SEPTEMBER 22, 2023 FOLLOW US ON TWITTER & FACEBOOK. APP AVAILABLE ON APP STORE & PLAYSTORE WWW.FINANCIALEXPRESS.COM READ TO LEAD VOL NO. XXXVI 134, 30 PAGES, `12.00 P U B L I S H E D F R O M : A H M E D A B A D , B E N G A L U R U , C H A N D I G A R H , C H E N N A I , H Y D E R A B A D , K O C H I , K O L K ATA , L U C K N O W, M U M B A I , N E W D E L H I , P U N E 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 AND DISTRIBUTION, DIRECTLY OR INDIRECTLY, OUTSIDE INDIA. THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON MAIN BOARD PLATFORM OF THE STOCK EXCHANGES IN COMPLIANCE WITH CHAPTER II OF THE SECURITIES AND EXCHANGE BOARD OF INDIA(ISSUE OF CAPITALAND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”) SIGNATUREGLOBAL (INDIA) LIMITED (Please scan this QR code to view the RHP and the Abridged Prospectus) Our Company was originally incorporated as a private limited company under the Companies Act, 1956, in the name of ‘Ridisha Marketing Private Limited’ and was granted a certificate of incorporation dated March 28, 2000, by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi (“RoC”). The name of our Company was changed to ‘Signatureglobal (India) Private Limited’ pursuant to a special resolution passed by our Shareholders on January 6, 2014, and a fresh certificate of incorporation pursuant to change of name dated January 20, 2014, was issued by the RoC. Our Company was converted from a private limited company to a public limited company pursuant to a special resolution passed by our Shareholders on February 14, 2022, and the name of our Company was changed to ‘Signatureglobal (India) Limited’. A fresh certificate of incorporation dated March 10, 2022, consequent upon change of name and upon conversion to a public limited company was granted by the RoC. For further details on the changes in the name of our Company, please see the section entitled “History and Certain Corporate Matters” on page 216 of the red herring prospectus dated September 12, 2023 (“RHP” or “Red Herring Prospectus”). Registered Office: 13th Floor, Dr. Gopal Das Bhawan, 28 Barakhamba Road, Connaught Place, New Delhi 110 001, India; Tel: +91 11 4928 1700. Corporate Office: Unit No.101, Ground Floor, Tower-A, Signature Tower South City-1, Gurugram, Haryana 122 001, India; Tel: +91 124 4398 011. Website: www.signatureglobal.in; Contact Person: Meghraj Bothra, Company Secretary and Compliance Officer; E-mail: cs@signatureglobal.in; Corporate Identity Number: U70100DL2000PLC104787 PROMOTERS OF OUR COMPANY: PRADEEP KUMAR AGGARWAL, LALIT KUMAR AGGARWAL, RAVI AGGARWAL, DEVENDER AGGARWAL, PRADEEP KUMAR AGGARWAL HUF, LALIT KUMAR AGGARWAL HUF, RAVI AGGARWAL HUF, DEVENDER AGGARWAL HUF AND SARVPRIYA SECURITIES PRIVATE LIMITED INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF `1 EACH (“EQUITY SHARES”) OF SIGNATUREGLOBAL (INDIA) LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) AGGREGATING UP TO `7,300.00 MILLION (THE “OFFER”) COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO `6,030.00 MILLION BY OUR COMPANY (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO `1,270.00 MILLION BY THE INTERNATIONAL FINANACE CORPORATION, AS THE SELLING SHAREHOLDER (THE “OFFERED SHARES”). THE OFFER SHALL CONSTITUTE [●]% OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. Details of Offer for Sale by Promoter(s)/Promoter Group/ Selling Shareholder NAME OF PROMOTER(S)/PROMOTER GROUP/SELLING SHAREHOLDER TYPE NUMBER OF SHARES OFFERED/AMOUNT AVERAGE COST OF ACQUISITION PER EQUITY SHARE (IN `)^ International Finance Corporation* Selling Shareholder Up to [●] Equity Shares aggregating up to `1,270.00 million 417.00 *As on the date of the Red Herring Prospectus, there are no outstanding CCDs. The CCDs held by HCARE have been converted into Equity Shares in the ratio of 32.13:1 and the CCDs held by IFC have been converted into Equity Shares in the ratio of 31.97:1. | ^As certified by ARAJ & Associates LLP, Chartered Accountants, by way of their certificate dated September 12, 2023. We are a real estate development company in the National Capital Region of Delhi focused on affordable and mid-segment housing. The Offer is being made through the Book-Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations QIB Portion: Not less than 75% of the Offer | Non-Institutional Portion: Not more than 15% of the Offer | Retail Portion: Not more than 10% of the Offer. PRICE BAND: `366 TO `385 PER EQUITY SHARE OF FACE VALUE OF `1 EACH. THE FLOOR PRICE IS 366 TIMES THE FACE VALUE OF THE EQUITY SHARES AND THE CAP PRICE IS 385 TIMES THE FACE VALUE OF THE EQUITY SHARES. SINCE BASIC AND DILUTED EPS FOR FINANCIAL YEAR 2023 ON RESTATED CONSOLIDATED FINANCIAL INFORMATION OF THE COMPANY IS NEGATIVE, P/E WILL NOT BE ASCERTAINABLE. BIDS CAN BE MADE FOR A MINIMUM OF 38 EQUITY SHARES AND IN MULTIPLES OF 38 EQUITY SHARES THEREAFTER. In accordance with the recommendation of the Independent Directors of the Company, pursuant to their resolution dated September 13, 2023, the above provided price band is justified based on quantitative factors/ KPIs disclosed in the “Basis for Offer Price” section of the RHP vis-à-vis the weighted average cost of acquisition of primary and secondary transaction(s) disclosed in the “Basis for Offer Price” section of the RHP and provided below in the advertisement. In making an investment decision, potential investors must rely on the information included in the Red Herring Prospectus and the terms of the Offer, including the risks involved and not rely on any other external sources of information about the Offer available in any manner. RISKS TO INVESTORS 1. We have incurred net loss and negative Net Worth in the past, and we may not be able to achieve or maintain profitability in the future. Our debt / equity as of March 31, 2023 was 35.97:1. Further, two of our Subsidiaries had instances of defaults/delay in the payment of certain statutory dues with respect to non-payment of labour cess which were outstanding as on March 31, 2023. The table below provides details of the losses after tax incurred by us and our negative Net Worth in the relevant periods: Period Negative Net Worth (` million) Fiscal 2021 (862.78) (2,068.67) Fiscal 2022 (1,155.00) (637.15) 5. Our market capitalization to revenue from operations (Fiscal 2023) multiple is 3.48 times at the upper end of the Price Band. The Offer Price, price to revenue from operations and market capitalization to revenue multiple based on the Offer Price of our Company, may not be indicative of the market price of the Company on listing or thereafter. 6. Our Company will not receive the entire proceeds from the Offer. One of our Shareholder is selling Equity Shares in the Offer and will receive proceeds as part of the Offer for Sale. 7. The weighted average cost of acquisition for all Equity Shares acquired in one year, 18 months and three years preceding the date of the Red Herring Prospectus by all the Shareholders is set forth below: (3,522.17) Fiscal 2023 2. Losses After Tax (` million) estimated amount from the Net Proceeds towards re-payment or prepayment of borrowings availed by our Company. Not Applicable 0.92 68.04 5.66 Last three years DDJAY Revenue generated from sale of real estate properties (` million) Revenue generated as a percentage of total revenue (%) Revenue generated from sale of real estate properties (` million) Revenue generated as a percentage of total revenue (%) Fiscal 2021 103.98 33.22 209.00 69.00 5.58 Fiscal 2022 7,394.35 86.89 1,115.63 13.11 Fiscal 2023 8,536.60 56.20 6,653.42 43.80 Our business and profitability are significantly dependent on the performance of the real estate market in the DelhiNCR region, generally, and particularly in Gurugram and Sohna micro-markets in Haryana. Fluctuations in market conditions may affect our ability to sell our projects at expected prices, which may adversely affect our revenues and earnings. Gurugram Period Range of acquisition price: Lowest price – Highest price (in `)# Lowest – 417.00 Highest – 417.00 Lowest – Nil Highest – 417.00 Lowest – Nil Highest – 417.00 *Cost of acquisition for shares issued on account bonus is considered as nil while calculating weighted average cost. | #As certified by ARAJ & Associates LLP, Chartered Accountants, by way of certificate dated September 13, 2023. 66.78 Period 8. Weighted average cost of acquisition, floor price and cap price Past Transactions Weighted Average Cost of Acquisition (in `)** WACA* of Primary issuance 417.00 Floor price i.e. Cap price i.e. ` 366** ` 385** 0.88 times 0.92 times *WACA- Weighted average cost of acquisition. | **As certified by ARAJ & Associates LLP, Chartered Accountants, by way of certificate dated September 13, 2023. Revenue generated as a Revenue generated Revenue generated as a Revenue generated percentage of total income (` million) percentage of total income (%) (` million) (%) 103.98 32.44 - - Fiscal 2022 4,750.49 55.82 3,301.81 38.80 Fiscal 2023 8,178.29 53.69 5,568.33 36.56 A portion of the Net Proceeds may be utilized for repayment or pre-payment of loans availed by our Company from ICICI Bank Limited, which is an affiliate of ICICI Securities Limited, one of the BRLMs. As of June 30, 2023, the outstanding amount from various borrowings availed by our Company from ICICI Bank Limited amounted to ` 892.92 million and the maximum amount of borrowings which are proposed to be repaid or prepaid, in full, represents 33.82% of the 9. Since basic and diluted EPS for Financial Year 2023 on Restated Consolidated Financial Information of the Company is negative, P/E will not be ascertainable. P/E ratio of the average industry peer group is 62.77. 10. Sohna Fiscal 2021 4. 417.00 Last 18 months The following table sets forth our revenue from sale of real estate properties generated from AHP and DDJAY-APHP, including as a percentage of revenue from operations for the periods indicated: 3. Cap Price (`385) is ‘X’ times the weighted average cost of acquisition* Last one year We are dependent on our revenue from sale of real estate properties generated from Affordable Housing Policy, 2013, issued by the Town and Country Planning Department, Haryana Government (“AHP”) and the Affordable Plotted Housing Policy for Low and Medium Potential Towns or the Deen Dayal Jan Awas Yojana (“DDJAY-APHP”). The withdrawal of certain benefits under the AHP and the DDJAY-APHP, may adversely affect our business, prospects and results of operations. AHP Weighted average cost of acquisition (in ` per share)*# Period Weighted Average Return on Net Worth for Fiscals 2023, 2022 & 2021 is negative, hence considered N.A. 11. The three Book Running Lead Managers associated with the Offer have handled 90 public issues in the past three fiscal years out of which 30 issues closed below the issue price on listing date: Total Issues Issues closed below IPO Price on listing date ICICI SECURITIES LIMITED* 15 4 Name of the BRLMs AXIS CAPITAL LIMITED* 20 6 KOTAK MAHINDRA CAPITAL COMPANY LIMITED* 14 3 Common issues of above BRLMs 41 17 Total 90 30 *Issues handled where there were no common BRLMs BID/OFFER PERIOD CLOSES TODAY THE EQUITY SHARES OF OUR COMPANY WILL GET LISTED ON MAIN BOARD PLATFORM OF BSE AND NSE. ASBA# Simple, Safe, Smart way of Application!!! Mandatory in public issues. No cheque will be accepted. # Applications supported by blocked amount (ASBA) is a better way of applying to issues by simply blocking the fund in the bank account. For further details, check section on ASBA below. UPl-Now available in ASBA for all individual investors applying in public issues where the application amount is up to `500,000, applying through Registered Brokers, Syndicate, CDPs & RTAs. Retail Individual Bidders and Non-Institutional Bidders also have the option to submit the application directly to the ASBA Bank (SCSBs) or to use the facility of linked online trading, demat and bank account. Investors are required to ensure that the bank account used for bidding is linked t o their PAN. Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated February 13, 2020 and read with press release dated September 17, 2021. ASBA has to be availed by all the investors except Anchor Investors. UPI may be availed by (i) Retail Individual Bidders in the Retail Portion and (ii) Non-Institutional Bidders with an application size of up to ` 500,000 in the Non-Institutional Portion. For details on the ASBA and UPI process, please refer to the details given in the Bid Cum Application Form and abridged prospectus and also please refer to the section “Offer Procedure” on page 495 of the RHP. The process is also available on the website of Association of Investment Bankers of India (“AIBI”) and Stock Exchanges and in the General Information Document. The Bid Cum Application Form and the Abridged Prospectus can be downloaded from the websites of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”) and can be obtained from the list of banks that is displayed on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 and https://www. sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43, respectively as updated from time to time. For the list of UPI apps and banks live on IPO, please refer to the link: www.sebi.gov.in. UPI Bidders Bidding using the UPI Mechanism may apply through the SCSBs and mobile applications whose names appear on the website of SEBI, as updated from time to time. ICICI Bank Limited and Axis Bank Limited have been appointed as the Sponsor Banks for the Issue, in accordance with the requirements of SEBI circular dated November 1, 2018 as amended. For Issue related queries, please contact the Book Running Lead Managers (“BRLMs”) on their respective email IDs as mentioned below. For UPI related queries, investors can contact NPCI at the toll free number: 18001201740 and mail Id: ipo.upi@npci.org.in. Continued on next page... BENGALURU