PI Industries to convert OFCDs of PI Health Sciences into equity shares

What PI Industries announced

On 23 June 2026, PI Industries Ltd (BSE: 523642) submitted a Regulation 30 (Listing Obligations and Disclosure Requirements) filing to the Bombay Stock Exchange. The notice informs shareholders that the company’s wholly‑owned subsidiary, PI Health Sciences Limited, intends to exercise the conversion option on its unlisted, unsecured Optionally Fully Convertible Debentures (OFCDs) and convert them into equity shares of the subsidiary.

The filing does not provide further narrative beyond the intent to convert; no additional commentary on strategic rationale or financial impact is included.

Nature of the OFCDs

The instrument referenced is an Optionally Fully Convertible Debenture, a debt security that gives the holder the right, but not the obligation, to convert the principal amount into a predetermined number of equity shares. Key characteristics of the OFCDs mentioned in the filing are:

• Unlisted – the debentures are not traded on any recognized stock exchange.
• Unsecured – they are not backed by specific collateral.
• Optionally fully convertible – conversion is at the holder’s discretion and, if exercised, results in full conversion of the principal into shares.

The filing does not disclose the principal amount, conversion ratio, maturity date, or interest rate of the debentures, nor does it state the exact number of equity shares that will be issued upon conversion.

Key facts at a glance

Why this matters for investors

The conversion of OFCDs into equity shares will alter the capital structure of PI Health Sciences Ltd. For PI Industries, which holds 100 % of the subsidiary, the conversion could lead to an increase in the number of shares it holds indirectly, thereby consolidating its ownership. Conversely, if the OFCDs were held by third parties, conversion would dilute existing shareholders of the subsidiary, though the filing does not identify the current debenture holders.

Because the filing does not disclose the size of the debenture issue or the conversion ratio, investors cannot quantify the potential dilution or the impact on earnings per share at this stage. The transaction will be subject to compliance with the Companies Act, 2013, and any approvals required by the stock exchanges, but the notice does not indicate pending approvals.

Conclusion

PI Industries has formally announced, via a Regulation 30 filing on 23 June 2026, its intention to convert the OFCDs issued by its wholly‑owned subsidiary, PI Health Sciences Ltd, into equity shares. While the move will affect the subsidiary’s share capital, the filing provides no specifics on the number of debentures, conversion ratio, or resulting share count. Investors will need to await further disclosures or a subsequent filing that details the quantitative aspects of the conversion.