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021

Case 021Short sellingHard

Kovil Realty's promoters own 55% and have pledged 70% of that stake. Lenders call for more collateral if the stock falls 30% and start selling at a 40% fall. The free float is 45% and daily volume is 0.3% of shares. Build the short thesis and the risk to it.

1The situation

Kovil Realty is a listed residential developer. Its promoter family owns 55% of the shares and has pledged 70% of that holding to lenders as security for personal and group borrowings. The loans were sized at half the value of the pledged shares when they were taken.

Under the loan terms, if the share price falls 30% the lenders call for more collateral to restore their original cover; if it falls 40% they may sell pledged shares to repay the loans. The public holds the other 45%. The stock trades about 0.3% of its shares a day. Listed companies disclose promoter pledges in their shareholding filings, which is where these numbers come from.

2Your task

Build the short thesis from the pledge, show how a fall could become a cascade, and set out what could go wrong for a short seller.

Quick check

At a 30% fall, how much more of the company must the promoter pledge to restore the lenders' cover?

Worked solution

Try it on paper, then open one step at a time.

30-second answerThe answer to give first

The pledge turns a 30% fall into a trap and a 40% fall into forced selling: pledged shares equal 86% of the free float and 128 days of all trading. A 30% fall forces the promoter to pledge its last 16.5% of the company. At a 40% fall lenders would need to sell about 32% of Kovil, 107 days of volume, into a market that cannot absorb it. The short works only with a reason for the first fall, and a small float makes it dangerous.

Step 1Why does a promoter pledge create a short opportunity at all?

A pledge is a loan against shares, like a gold loan against jewellery: if the gold price falls far enough, the lender asks for more gold, and if none comes, it sells. For Kovil the collateral is the company's own stock, so the promoter's personal borrowing has become a set of automatic sell orders waiting below the market. Size them against the stock. The pledged stake is 55% times 70%, 38.5% of the company, against a public float of 45%: 86% of everything the public owns, and 128 days of the stock's entire volume.

The pledged block is almost as big as everything the public owns16.5%Unpledged38.5%Promoter, pledged45.0%Public floatAll shares of Kovil Realty, 100%Pledged 38.5%Float 45.0%= 86% of the floatDaily volume 0.3%: the pledged block is 128 days of all tradingWidths are to scale: one per cent of shares is the same width in every bar.
Of Kovil Realty's shares, 38.5% are pledged by the promoter, equal to 86% of the 45% public float and 128 days of the stock's daily volume of 0.3% of shares, drawn to the same scale.
Step 2What happens at the two triggers?

At a 30% fall, the pledged shares are worth 70% of their original value, so restoring cover needs 1 over 0.7 as many shares. The top-up is 16.5% of the company, exactly the promoter's unpledged stake, so the first margin call spends the promoter's last line of defence. At a 40% fall there is nothing left to pledge. The loans were half the original pledged value, 19.25% of the company at the start price; at 60% of that price, repaying them means selling about 32.1% of Kovil's shares. That is 71% of the float and about 107 days of volume, and each sale pushes the price further down, which is why a pledge can turn a fall into a cascade.

The relationship
Top-up=38.5%×(10.7−1)=16.5%Forced sale=0.5×38.5%0.6=32.1%\text{Top-up} = 38.5\% \times \left(\frac{1}{0.7} - 1\right) = 16.5\% \qquad \text{Forced sale} = \frac{0.5 \times 38.5\%}{0.6} = 32.1\%
38.5%pledged shares as a share of the company
0.7, 0.6the price after a 30% and a 40% fall, as a share of the start
0.5the loan as a share of the original pledged value
What it says in wordsThe top-up restores the pledged value at the lower price; the forced sale is the loan divided by the lower price.
Two triggers, and the first one uses up the promoter's last defence40607080100Trading days; illustrative pathShare price, start = 100-30%: margin call, promoter pledges its last 16.5%-40%: lenders sellForced sale of about 32% of shares= 107 days of all trading
On an illustrative path, a 30% fall triggers a margin call that uses up the promoter's last 16.5% of the company, and a 40% fall starts lender selling of about 32% of the shares, some 107 days of volume, which drives the price lower still.
Step 3What makes the first fall happen, and what could go wrong?

The pledge is the amplifier, not the thesis. A short needs a reason for the first 30%: slowing bookings, rising unsold inventory, a debt refinancing due, or group companies that need the promoter's cash. Without one, the stock can sit above the triggers for years while the short pays borrow costs. The risks are serious. The promoter can sell land, bring in a strategic investor or refinance the pledge, and the stock jumps. A small float with many shorts in it can squeeze hard. Borrowing may be scarce and expensive. And a short seller must argue from disclosed facts, never from rumour.

So the position is sized small, with a stop above the recent high, and added to only when the fundamentals confirm the first leg of the fall. The judgement for the portfolio manager: an asymmetric setup where the pledge makes the downside nonlinear, provided the business itself is weakening.

Where candidates lose it

The trap is building the short on the pledge alone. A pledge describes what happens if the stock falls; it does not make it fall, and a short without a fundamental reason pays carry while waiting for an event that may never come.

The second is ignoring the squeeze. The same small float that makes forced selling severe makes a short squeeze severe too, so position size and borrow availability belong in the first minute of the answer.

What the interviewer asks next

  • The promoter announces it will sell 10% of the company to a strategic investor to release pledges. What happens to your short?
  • How would you size this short against a 3% daily volatility and a 1% borrow cost?
  • Where in the company's filings would you track the pledge each quarter?
← Case 020Dhoran Capital is long Rs 100 crore of stocks with a beta of 1.0 and short Rs 80 crore of an index basket. In a sell-off the index falls 10%, but the longs fall 14%. What does the book lose, what did the beta model predict, and what failed?Case 022 →In a timed data exercise you get 5,000 stock-days with 40 features and must build a predictor of next-day returns. Your model has an in-sample R-squared of 4% and an out-of-sample R-squared of 0.5%. What happened, how do you present it to the researcher, and what would you try next?

Company names and figures are illustrative.

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