Why Infra.Market Is Piggybacking Shalimar Paints For Its IPO Ambitions

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The Infra.Market IPO was never easy to follow. It all started with RDC Concrete. In 2021, Infra.market acquired RDC Concrete from True North for around ₹730 Cr, and for a while, the talk was about taking this ready-mix concrete business public. Then the picture changed. One reason could be that RDC was only one part of Infra.Market’s larger building materials business. Over the next few years, the company expanded into steel, tiles, aggregates, construction chemicals, paints and other categories through acquisitions and manufacturing businesses. The question then shifted from whether RDC should go public to whether Infra.Market itself should be listed, given the spread-out operations and business interests. As if in response to that, Infra.Market confidentially filed draft IPO papers with the market regulator SEBI in October 2025. The plan was to raise roughly around ₹5,000 Cr through IPO. The proposed IPO plan consisted of equal split of fresh issue and offer for sale. This listing was supposed to bring fresh capital into the business. Now, there is another twist. Infra.Market is looking to use its listed subsidiary Shalimar Paints as the route to tap public money. Shalimar Paints has proposed to acquire shares and compulsory convertible preference shares (CCPS) of Infra.Market through a swap. The transaction involves securities worth around ₹10,545 Cr, while Shalimar has also proposed a ₹1,000 Cr qualified institutional placement (QIP). In simple terms, InfraMarket is using the reverse-listing route through a company that it already controls. Among Indian startups, it would become one of the first to list through such a strategy. But for a startup that has spent a few years preparing for an IPO, the question is obvious: why take this route now? Especially after getting the SEBI nod for a separate listing. Questions sent to Infra.Market didn’t elicit any response at the time of publishing this story. Has The IPO Market Got Harder? People close to Infra.market told Inc42 that the current market conditions are not considered favourable for a standalone IPO. According to sources, the Shalimar Paints transaction offers a quicker route to the public markets and could also help the startup repay a portion of its debt. An industry insider tracking the startup said Infra.Market could otherwise have had to wait another six to eight months for an independent IPO. “From what it seems, the company may not be getting the investor traction or valuation it had expected from a standalone listing,” the person added. One person familiar with Infra.Market’s plans told Inc42 that the company will withdraw its confidential IPO papers, effectively putting its standalone listing plan on hold. Infra.Market had raised ₹732 Cr in a Series G round in 2025 at a valuation of around ₹24,600 Cr. It then filed confidential IPO papers to raise ₹5,000 Cr. Even after filing the IPO papers, the startup continued to raise debt as it expanded its business. The Shalimar Paints transaction now offers a different route. The basis structure is straightforward. Once the transaction is completed, Infra.Market could become an unlisted material subsidiary of Shalimar Paints. The two companies have also discussed the possibility of unifying the businesses at a later stage. The above quoted industry executive compared the approach to a SPAC, although the structures are different. The comparison is useful because it captures the basic idea: a listed company is being used as the route for a private business to reach public markets. Does this make financial sense though? Inside The ₹24,620 Cr Valuation And ₹6,057 Cr Debt On the financial front, Infra.Market’s consolidated net profit rose to around ₹300 Cr-₹325 Cr in FY26, from ₹220 Cr in FY25, sources told Inc42 earlier. Revenue grew 7% YoY to nearly ₹20,000 Cr during the year. EBITDA stood at ₹1,750 Cr-₹1,800 Cr, while EBITDA margin expanded by 100 basis points to 9%, according to the sources. However, it is the latest valuation report of Infra.Market, reviewed by Inc42, which gives a better picture of where the company stands financially. A valuation report dated April 10, 2026, values Infra.Market at an equity value of roughly ₹24,620 Cr, using a discounted cash flow method, as of February 28, 2026. The report puts Infra.Market’s enterprise value at around ₹28,124 Cr. It then adds ₹1,028 Cr of cash and cash equivalents, deducts ₹6,057 Cr of debt, adds ₹2,303 Cr of non-current assets, and deducts ₹778 Cr of non-controlling interest to arrive at ₹24,620 Cr equity value. It is worth noting that Infra.Market’s cash and cash equivalents declined from around ₹1,557 Cr in FY25 to ₹1,028 Cr as of February 28, 2026, a drop of roughly 34%. This leaves the company with around ₹5,029 Cr of net debt. Its credit profile has also weakened. India Ratings in March this year moved Infra.Market’s rated debt to IND BB+/Negative. The agency also clarified the “issuer not cooperating”, saying it did not receive key information on areas including operational performance, liquidity, cash generation consolidated net debt and repayment schedules. Against this backdrop, Shalimar’s proposed ₹1,000 Cr QIP assumes greater importance. Shalimar said the fundraise will provide capital to the enlarged business and improve its access to public markets. People with knowledge of Infra.Markets’s plan said some of the money could also be used to repay a portion of its debt. It must be noted that in February this year, Infra.Market also wanted to raise an additional debt of ₹1,250 Cr from Singapore-based private credit platform Ascertis Credit. While Shalimar hasn’t explicitly said the ₹1,000 Cr would be for loan repayment, a ₹1,000 Cr equity raise would give the group fresh capital equal to around 16.5% of Infra.Market’s current gross debt. The Share Swap May Only Be The First Step The size of the proposed swap makes it clear that this is not a small investment by Shalimar Paints into its parent entity. Shalimar plans to issue around 417.02 Mn equity shares worth approximately ₹3,544.7 Cr and 811.20 Mn CCPS worth around ₹ 6,895.2 Cr. It has also proposed a separate preferential issue of around ₹105.9 Cr. Combined, this becomes ₹10,545 Cr transaction. But it is pertinent to mention that the bulk of this transaction is a non-cash transaction as it will be a share swap, through which Infra.Market investors will receive securities in the listed entity Shalimar Paints. This is a crucial distinction. For Infra.Market’s investors, the transaction changes the nature of what they own. Instead of holding shares in an unlisted building materials company, now they would own a stake in a listed entity. That gives them access to a public market without waiting for Infra.Market to complete a conventional IPO. Then, there is the second part of this transaction that is equally important. People familiar with the matter said the current share swap arrangement does not cover some of Infra.Market’s foreign investors, including Tiger Global, Accel and Nexus. According to an investor who has closely tracked the company, there is some procedural work around these investors and a second swap deal is expected. “The idea is to have a unified cap table,” the investor said. If that happens, the current ₹10,654 Cr transaction would only be one stage in moving Infra.Market’s entire shareholder base into a listed structure. The biggest difference between the two listing routes may come down to timing. A standalone IPO would require Infra.Market to return to the market, complete the process with SEBI, conduct investor marketing, and settle on a valuation at a time when public market appetite for new-age businesses can change quickly. The Shalimar Paints transaction gives it a different option. One investor who has closely monitored Infra.Market said the company may have felt that an independent listing would be difficult at this point. The Shalimar route, the person said, gives Infra.Market time to build the business and deliver. There is also the matter of the promoters and existing investors. A conventional IPO comes with restrictions on promoter holdings and a long preparation cycle. The Shalimar swap changes the route through which Infra.Market’s shareholders get listed securities, although that exact lock-in treatment will depend on the final transaction structure and regulatory approvals. The bigger questions now are what the final listed entity will look like; where Infra. Market’s debt will sit, how much of the QIP goes towards reducing it, and at what valuation the remaining private investors are bought into the listed cap table. The answers to these will determine whether the Shalimar transaction is simply an alternate route to an IPO or the start of a much larger restructuring of Infra.Market’s ownership and capital structure. Edited By Nikhil Subramaniam Creatives: Varshita Srivastava

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