DRAFT RED HERRING PROSPECTUS Dated September 28, 2011 Please read Section 60B of the Companies Act, 1956 Book Building Issue PC JEWELLER LIMITED Our Company was incorporated on April 13, 2005 in New Delhi under the Companies Act, 1956, as amended (“Companies Act”) as a private limited company under the name „P Chand Jewellers Private Limited‟ with the Registrar of Companies, National Capital Territory of Delhi and Haryana (“RoC”). Our Company was converted into a public limited company, pursuant to a resolution passed by our shareholders on July 5, 2011, following which our name was changed to‘PC Jeweller Limited, and a fresh certificate of incorporation was issued by the RoC on August 2, 2011. For further details of the changes in our name, see “History and Certain Corporate Matters” on page 80. Registered and Corporate Office: 24/2708, Bank Street, Karol Bagh, New Delhi 110 005; Tel: (+91 11) 4710 4810; Fax: (+91 11) 2872 0811 Contact Person and Compliance Officer: Mr. Vijay Panwar, Company Secretary; Tel: (+91 11) 4710 4810 Extn.: 215; Fax: (+91 11) 2872 7640; E-mail: [email protected] Website: www.pcjewellers.com Promoters: Mr. Padam Chand Gupta and Mr. Balram Garg INITIAL PUBLIC OFFERING OF 45,133,500 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (“EQUITY SHARES”) OF PC JEWELLER LIMITED (“PCJ” OR “OUR COMPANY” OR “THE COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ` [●] PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING UP TO ` [●] MILLION (THE “ISSUE”). THE ISSUE COMPRISES A NET ISSUE TO THE PUBLIC OF 44,775,000 EQUITY SHARES (THE “NET ISSUE”) AND A RESERVATION OF 358,500 EQUITY SHARES FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN) (THE “EMPLOYEE RESERVATION PORTION”). THE ISSUE SHALL CONSTITUTE 25.20% OF THE POST ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY AND THE NET ISSUE SHALL CONSTITUTE 25.00% OF THE POST ISSUE PAID-UP EQUITY CAPITAL OF OUR COMPANY. THE PRICE BAND, THE MINIMUM BID LOT AND THE RUPEE AMOUNT OF THE RETAIL DISCOUNT AND EMPLOYEE DISCOUNT WILL BE DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS AND THE CO-BOOK RUNNING LEAD MANAGER AND ADVERTISED IN [●] EDITION OF [●] (A WIDELY CIRCULATED ENGLISH NATIONAL NEWSPAPER) AND [●] EDITION OF [●] (A WIDELY CIRCULATED HINDI NATIONAL NEWSPAPER), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE.* *Discount of ` [●] to the Issue Price may be offered to Retail Individual Bidders (the “Retail Discount”) and Eligible Employees bidding in the Employee Reservation Portion (the “Employee Discount”), respectively. THE FACE VALUE OF THE EQUITY SHARE IS ` 10 EACH. In case of revision in the Price Band, the Bid/Issue Period will be extended for at least three additional Working Days (as defined herein) after revision of the Price Band subject to the Bid/Issue Period not exceeding a total of 10 Working Days. Any revision in the Price Band and the revised Bid/Issue Period, if applicable, will be widely disseminated by notification to the BSE Ltd. (the “BSE”) and the National Stock Exchange of India Limited (the “NSE”), by issuing a press release, and also by indicating the change on the websites of the Book Running Lead Managers (“BRLMs”) and the Co-Book Running Lead Manager (“CBRLM”), and at the terminals of the other members of the Syndicate and by intimation to Self Certified Syndicate Banks (“SCSBs”). Pursuant to Rule 19 (2) (b) (i) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), the Net Issue is being made for at least 25% of the post-Issue paid-up Equity Share capital of our Company. The Issue is being made through the Book Building Process where not more than 50% of the Net Issue will be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company may allocate up to 30% of the QIB Portion to Anchor Investors, on a discretionary basis (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Issue Price. For details, see “Issue Procedure” on page 217. Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only. The remainder shall be available for allocation on a proportionate basis to all QIBs including Mutual Funds, subject to valid Bids being received from them at or above the Issue Price. Further, not less than 15% of the Net Issue will be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Issue will be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, 358,500 Equity Shares will be available for allocation on a proportionate basis to Eligible Employees, subject to valid Bids being received from them at or above the Issue Price. Retail Individual Bidders and Eligible Employees bidding in the Employee Reservation Portion may participate in the Issue through the ASBA process by providing the details of the ASBA Accounts in which the corresponding Payment Amounts will be blocked by the SCSBs. QIB Bidders (except Anchor Investors) and Non-Institutional Bidders shall compulsorily participate in the Issue through the ASBA process. Anchor Investors are not permitted to participate in the Issue through the ASBA process. For details in this regard, specific attention is invited to “Issue Procedure” on page 217. RISK IN RELATION TO FIRST ISSUE This being the first issue of the Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ` 10 and the Floor Price and Cap Price are [●] times and [●] times the face value of the Equity Shares, respectively. The Issue Price (as determined and justified by our Company in consultation with the BRLMs and the CBRLM and as stated in “Basis for Issue Price” on page 38) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing. GENERAL RISKS Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and the Issue including the risks involved. The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of this Draft Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page xiv. IPO GRADING The Issue has been graded by [●] as [●], indicating [●]. The IPO grade is assigned on a five-point scale from 1 to 5, with IPO grade 5/5 indicating strong fundamentals and IPO grade 1/5 indicating poor fundamentals. For more information on IPO Grading, see “General Information” and “Annexure I” on page 11 and page [●], respectively. ISSUER‟S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. We have received in-principle approvals from the NSE and the BSE for the listing of the Equity Shares pursuant to letter dated [●] and [●], respectively. [●] is the Designated Stock Exchange for the purposes of the Issue. BOOK RUNNING LEAD MANAGERS CO-BOOK RUNNING LEAD MANAGER REGISTRAR TO THE ISSUE SBI CAPITAL MARKETS LIMITED KOTAK MAHINDRA CAPITAL COMPANY IDBI CAPITAL MARKET SERVICES KARVY COMPUTERSHARE PRIVATE LIMITED LIMITED LIMITED 202, Maker Tower „E‟, Cuffe Parade 1st Floor, Bakhtawar 3rd Floor, Mafatlal Centre Plot No. 17 to 24, Vithalrao Nagar Mumbai 400 005, India 229, Nariman Point, Mumbai 400 021, India Nariman Point, Mumbai 400 021, India Madhapur, Hyderabad 500 081, India Tel: (+91 22) 2217 8300 Tel: (+91 22) 6634 1100 Tel. No.: (+91 22) 4322 1212 Tel: (+91 40) 4465 5000 Fax: (+91 22) 2218 8332 Fax: (+91 22) 2284 0492 Fax No.: (+91 22) 2285 0785 Fax: (+91 40) 2343 1551 E-mail: [email protected] E-mail: [email protected] Email : [email protected] E-mail: [email protected] Investor Grievance E-mail: Investor Grievance E-mail: [email protected] Investor Grievance E-mail: Website: http://karisma.karvy.com [email protected] Website: www.investmentbank.kotak.com [email protected] Contact Person: Mr. M. Murali Krishna Website: www.sbicaps.com Contact Person: Mr. Chandrakant Bhole Website: www.idbicapital.com SEBI Registration Number: INR000000221 Contact Person: Ms.