New Track Garments Private Limited, an entity belonging to the promoter group of PC Jeweller Limited, has increased its equity stake in the jewellery company by converting 30,842,400 fully convertible warrants into an equivalent number of equity shares. The transaction, which was reported on June 2, 2025, was made through a preferential allotment following the payment of the balance 75% of the issue price, as per a regulatory filing with the stock exchanges.
This conversion has led to an increase in New Track Garments' direct shareholding in PC Jeweller and consequently, a rise in the promoter group's overall voting rights in the company. The disclosure was made under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
multirow_3>8.43% multirow_3>12.88%multirow_3>8.85% multirow_3>12.88%
| Holder Category & Name | Instrument | Holding Before Conversion (Number) | % of Total Capital (Before) | % of Diluted Capital (Before) | Holding After Conversion (Number) | % of Total Capital (After) | % of Diluted Capital (After) |
|---|---|---|---|---|---|---|---|
| New Track Garments Private Limited (Acquirer) | Equity Shares | 66,666,720 | 1.02% | 0.67% | 97,509,120 | 1.48% | 0.98% |
| Warrants/Convertible Securities | 733,333,280 | - | 7.35% | 702,490,880 | - | 7.04% | |
| Krishna Devi (Person Acting in Concert - PAC) | Equity Shares | 484,628,130 | 7.41% | 4.86% | 484,628,130 | 7.37% | 4.86% |
| Total Promoter Group (Acquirer + PAC) | Equity Shares | 551,294,850 (before) | 582,137,250 (after) | ||||
| Warrants/Convertible Securities | 733,333,280 (before) | 702,490,880 (after) | |||||
| Total Instruments | 1,284,628,130 | 1,284,628,130 |
Detailed Analysis of the Transaction
The acquisition of 30,842,400 equity shares by New Track Garments Private Limited was a result of the conversion of an equal number of fully convertible warrants. These warrants were initially allotted on a preferential basis, and the conversion was triggered upon payment of the remaining 75% of the issue price, in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Impact on New Track Garments' Holding:
- Equity Shares: New Track Garments' direct holding of equity shares in PC Jeweller increased from 66,666,720 (1.02% of pre-conversion total capital; 0.67% of pre-conversion diluted capital) to 97,509,120 shares. This now represents 1.48% of PC Jeweller's post-conversion total share capital and 0.98% of its post-conversion diluted share capital.
- Warrants: Consequently, the number of warrants held by New Track Garments decreased from 733,333,280 to 702,490,880. Their potential claim on diluted capital through warrants shifted from 7.35% to 7.04%.
The promoter group, comprising New Track Garments Private Limited and Krishna Devi (PAC), saw an increase in its collective holding of equity shares.
- Total Equity Shares (Promoter Group): The combined equity shareholding of the promoter group rose from 551,294,850 shares to 582,137,250 shares.
- Percentage of Total Capital: As a percentage of PC Jeweller's total share capital, the promoter group's holding increased from 8.43% before the conversion to 8.85% after the conversion. This reflects the addition of new equity shares to their portfolio.
- Percentage of Diluted Capital: The promoter group's holding, when considering the total diluted share capital (assuming full conversion of all outstanding convertible instruments including their own remaining warrants), remained constant at 12.88%. This indicates that while the composition of their holding (shares vs. warrants) has changed, their overall potential stake on full dilution has not altered due to this specific transaction. The number of instruments (shares + warrants) held by the promoter group remained 1,284,628,130.
Krishna Devi, the Person Acting in Concert (PAC), did not trade any shares in this transaction. Her shareholding remained at 484,628,130 equity shares. The slight change in her percentage of total capital (from 7.41% to 7.37%) is due to the expansion of PC Jeweller's total equity base after the warrant conversion, while her percentage of diluted capital remained at 4.86%.
Changes in PC Jeweller's Capital Structure
This warrant conversion has directly impacted PC Jeweller's equity share capital:
- Equity Share Capital Before Acquisition: ₹6,544,534,100, comprising 6,544,534,100 equity shares of ₹1 each.
- Equity Share Capital After Acquisition: ₹6,575,376,500, comprising 6,575,376,500 equity shares of ₹1 each.
The increase of 30,842,400 equity shares (and ₹30,842,400 in share capital) corresponds precisely to the number of warrants converted.
The total diluted share/voting capital of PC Jeweller after this acquisition stands at ₹9,979,178,580, representing 9,979,178,580 equity shares of ₹1 each, assuming full conversion of all outstanding convertible securities and warrants.
Context and Implications
The conversion of warrants into equity by promoter group entities is often viewed as a sign of their confidence in the company's future prospects and a commitment to infusing capital. By converting warrants, promoters increase their direct equity stake, which can strengthen their control and align their interests more closely with those of other shareholders.
This action falls under the purview of SEBI's Takeover Regulations, which mandate disclosures for substantial acquisitions or changes in shareholding, ensuring transparency for all market participants. The fact that the acquirer, New Track Garments Private Limited, belongs to the Promoter/Promoter group underscores the internal nature of this capital restructuring event for PC Jeweller.
PC Jeweller Limited, listed on both BSE Limited and the National Stock Exchange of India Limited, will see its shareholding pattern reflect these changes in subsequent disclosures. The increase in the promoter group's voting rights to 8.85% is a notable development, although their potential fully diluted stake remains at 12.88%.
Market participants often monitor such promoter activities closely. An increase in promoter holding can be perceived positively, suggesting long-term commitment and belief in the company's value. However, the overall market reaction will also depend on broader market conditions and the specific financial health and outlook of PC Jeweller.
The disclosure also noted that the number of shares and warrants are adjusted figures, reflecting a share split where the face value of equity shares was changed from ₹10 to ₹1 each, effective from December 16, 2024. This provides important context for the volume of shares involved in the transaction.
