Hella Infra Market Ltd, which operates the Infra.Market building materials platform and is a promoter entity of listed Shalimar Paints Ltd, is exploring a way to take its business to the public markets without going ahead with a conventional initial public offering (IPO).
The board of Shalimar Paints has approved a preferential share swap under which shareholders of Hella Infra Market will receive shares and compulsorily convertible preference shares in the listed paints company, according to an exchange filing 12 August.
If completed, the transaction would give Hella Infra Market shareholders collectively more than 77% of Shalimar Paints, effectively making the paints company the listed vehicle for the enlarged business.
“New age IPOs are not being treated well in the current market, and this deal with Shalimar gives Infra.Market the option to put its IPO off the table while still having a stock exchange play,” a person involved in the transaction told Mint, requesting anonymity.
The proposed transaction comes after more than a year of preparations by Hella Infra Market for a stock-market debut. The company confidentially filed for an IPO in September 2025 and received approval from the Securities and Exchange Board of India (Sebi) in January to proceed with a potential ₹5,000 crore offer comprising fresh shares and an offer for sale by investors.
Hella Infra Market acquired a stake in Shalimar Paints by injecting ₹270 crore and later raised its holding to 52.85%, becoming its promoter.
Under the proposed arrangement, Shalimar Paints will issue up to 41.70 crore equity shares and 81.12 crore compulsorily convertible preference shares (CCPS) at an issue price of ₹85 per security to acquire equity and CCPS of Hella Infra Market. The securities will be allotted to 185 investors through a preferential issue.
The company had continued to raise capital ahead of the proposed listing. In early 2025, it raised $121 million (around ₹1,050 crore) in a pre-IPO round at a valuation of $2.8 billion (about ₹24,000 crore). This was followed by a Series G equity raise of ₹860 crore in September and November 2025 at a flat valuation, according to Tracxn.
In February 2026, the building materials platform initiated a ₹1,250 crore debt raise from private credit firm Ascertis Credit to refinance existing borrowings. In May, it initiated another pre-IPO round to raise ₹500 crore at a flat post-money valuation.
A listed vehicle
Under the proposed arrangement, Shalimar Paints will issue up to 41.70 crore equity shares and 81.12 crore compulsorily convertible preference shares (CCPS) at an issue price of ₹85 per security to acquire equity and CCPS of Hella Infra, which operates the Infra.Market platform.
The shares will be allotted to 185 investors through a preferential issue. Infra.Market cofounders Aaditya Sharda and Souvik Sengupta are among the largest proposed recipients of the CCPS. The proposed equity allottees include Nithin Kamath, NKSquared, Ashish Kacholia, Silverline Homes and Trifecta Venture Debt Fund II.
The non-cash transaction values the share swap at around ₹10,440 crore, although the final swap ratio will be determined based on the valuation of both Shalimar and Infra.Market.
“The share swap is being done at roughly the same valuation for Infra.Market as it's last fundraise, which valued the company at around ₹24,000 crore,” the person cited earlier said.
Following completion of the transaction, Hella Infra Market will operate as an unlisted material subsidiary of Shalimar Paints, subject to shareholder and regulatory approvals.
Shalimar, in its exchange filing, said, “The board also discussed and evaluated a potential strategic option aimed at maximising synergies between the Company and Infra.Market, including exploring the possibility of unification of the entities at an appropriate stage, subject to applicable laws and requisite approvals.”
Alongside the share-swap transaction, Shalimar has proposed to raise approximately ₹1,000 crore through a qualified institutional placement (QIP), providing immediate growth capital to the enlarged firm.
Shalimar has a market capitalization of just over ₹700 crore, and the QIP might occur in more than one tranche, the person explained.
“This is a rare opportunity to bring a business of Infra.Market's scale and ambition into the public markets through a company with Shalimar's legacy and governance framework,” the paints firm noted.
Shalimar Paints was acquired by the Ratan Jindal faction of the O.P. Jindal Group in 1989. For decades, they served as the core promoters of the century-old heritage paint brand.
Securities market lawyers that Mint spoke to said that, structurally, the share swap would effectively make Shalimar Paints the listed vehicle for the enlarged business.
“The proposed transaction is, in substance, akin to a reverse-listing structure," Hardeep Sachdeva, senior partner at AZB & Partners said. "Given the relative size of Infra.Market and Shalimar Paints, regulators and the stock exchanges are also likely to examine the substance of the transaction closely, including whether it effectively changes the ownership, control and principal business of the listed company," he added.
Scale, but weaker profits
The deal would combine a much larger operating business with a listed company whose recent financial performance remains under pressure.
For the quarter ended 30 June, Shalimar Paints reported a consolidated net loss of ₹21 crore, compared with a net loss of ₹17 crore year-on-year. Consolidated revenue for the quarter decreased 11% to ₹138 crore from ₹155 crore.
Infra.Market, meanwhile, registered 22% year-on-year growth in its top line in fiscal 2025, which came up to ₹6,053 crore from ₹4,969 crore the previous year. Profit, however, was squeezed by nearly 60% to ₹133 crore from ₹317 crore.
Infra.Market's audited financials for fiscal 2026 are not yet available.
Besides cofounders Sharda and Sengupta, Infra.Market's backers include Tiger Global Management, Accel India and Nexus Venture Partners. As of March 2026, Sharda and Sengupta held a cumulative 20.4% stake in the company, according to data from Tracxn. Tiger Global held 20.1%, Accel 14.7% and Nexus 7.3%.