Shalimar Paints Plans Share Swap With Infra.Market, Paving Way for Public-Market Entry

How the Share-Swap Deal Works

Shalimar Paints is set for a major transformation after its board approved a proposal to invest in its parent company, Hella Infra Market, which operates the Infra.Market building materials platform. The unusual part is that Shalimar will not pay cash for the investment. Instead, it will issue a large number of its own shares and compulsorily convertible preference shares (CCPS) to shareholders of Hella Infra Market.

In simple terms, Infra.Market is using Shalimar Paints, an already-listed company, as a route to the public markets. Under the proposed share-swap arrangement, shareholders of Hella Infra Market will hand over their shares and CCPS and receive newly issued securities of Shalimar Paints in return. After the transaction, Hella Infra Market could become an unlisted material subsidiary of Shalimar Paints, subject to shareholder and regulatory approvals.

This is why the transaction is being described as a potential reverse merger or backdoor listing. Instead of Infra.Market going through a conventional IPO, its shareholders could become major shareholders of the listed Shalimar Paints. If completed, the much larger building-materials business could effectively become the main operating business within the listed entity.

Deal Numbers

As part of the proposed non-cash share swap, Shalimar Paints plans to issue up to 41.70 crore equity shares worth ₹3,544.69 crore and 81.12 crore CCPS worth ₹6,895.22 crore, both priced at ₹85 per security. Together, the proposed swap securities are valued at around ₹10,440 crore.

Separately, Shalimar Paints has proposed a ₹1,000 crore QIP to raise fresh cash from institutional investors. It has also proposed a smaller preferential issue of around ₹105.86 crore to three investors.

The transaction would significantly increase Shalimar's share count and dilute existing shareholders. The exact impact will depend on the final swap ratio and the conversion terms of the CCPS.

What About Infra.Market's Valuation?

The ₹10,440 crore figure should not be treated as the valuation of the entire Infra.Market business. It represents the proposed consideration for the securities being exchanged in this transaction.

Infra.Market was last valued at around ₹24,000-25,000 crore in private-market fundraising. The proposed transaction therefore appears broadly consistent with that valuation, although the final swap ratio will be based on valuation reports and remains subject to approvals.

The board has also discussed the possibility of unifying Shalimar Paints and Hella Infra Market at a later stage, although no formal merger has been completed yet. For now, the key development is the proposed share swap, which could give Infra.Market a route to the stock market without a conventional IPO.