New Delhi, Aug. 19 -- Tech-enabled building materials platform Infra.Market's early investors, including venture capital firms Accel and Nexus Venture Partners and proptech entrepreneur Dhruv Agarwal, have set themselves for a blockbuster outcome as they get a window for a future liquidity move.

The company, which had acquired a majority stake in Shalimar Paints Ltd over two years ago, is swapping part of its shares with that of the Mumbai-listed subsidiary in what is seen as the first step towards an indirect listing via a reverse merger.

As a part of the multi-tiered transaction, founders, hundreds of individual investors-including angel investors and high-net-worth individuals who came in at later stages-besides venture debt firms are rolling in their shares in Infra.Market's parent entity Hella Infra Market Ltd to pick up shares of Shalimar Paints.

The companies haven't announced the share swap ratio. However, VCCircle estimates show that the implicit swap ratio comes to around 2,516 shares of Shalimar Paints for every share of Infra.Market.

VCCircle estimates show also that all investors of Infra.Market who came in via early- and mid-stage VC deals are sitting on multi-bagger returns on their investments while those who joined the cap table in the last two years are likely seeing a flat outcome in the eventual price at which they will be allotted shares of Shalimar Paints.

Infra.market raised the bulk of its venture funding between 2019 and 2021. It later raised some venture debt as well as some late-stage equity funding from existing and new investors.

Numbers crunched by VCCircle show that the Series D round raised in late 2021 was the last transaction where it issued shares at a value less than what it is being valued now, providing an upside to those investors. Those who came in that round are sitting on a 10% profit. Those who came prior to that round are sitting on bigger profits.

Late-stage investors, such as Zerodha founders Nikhil and Nithin Kamath's family office, NKSquared, however, will get shares of Shalimar Paints at the same implicit value at which they had invested in the industrials marketplace.

Gainers

The biggest gainer is angel investor Agarwal, whose Rs 1.5 lakh investment in 2019 is now worth over Rs 14 crore. Indeed, seed-stage investors are sitting on a 96x upside, VCCircle estimates show.

Accel, which invested across several rounds including the Series G last year at the same price at which the company's shares are to be rolled into the paints company, is sitting on a 26.5x multiple on its blended cost of acquisition of shares.

Tiger Global, the lead investor that invested the bulk of its money in Series D and thereafter, is sitting on a 2.5x multiple of its blended investment value in rupee terms.

Nexus, on the other hand, is sitting on a 15x multiple on its investment, having committed the bulk of its money across Series A to Series C rounds, even though it participated in the Series G round, too, last year.

Private equity firm Evolvence India Fund and VC firms Foundamental and Sistema Asia Fund are believed to be sitting on an upside of 5-10x on their mid- to late-stage bets on the company.

This means that barring Tiger Global, others would easily beat the 20% annualised return benchmark on their investment.

Without factoring in the employee stock option pool, which typically varies between 7% and 8% of a company, Infra.Market is valued at around Rs 23,200 crore, given the issued share capital as of April this year. Including the ESOP pool, the company is likely valued around the same level as its last valuation of around Rs 24,600 crore.

Co-founders Aaditya Sharda and Souvik Sengupta, along with their promoter entity Silverline Homes, own roughly a fifth of the company.

Transaction

Shalimar's board approved the issuance of up to 41.70 crore equity shares and 81.12 crore compulsorily convertible preference shares, all at Rs 85 apiece, in exchange for shareholders' and investors' holdings in Hella Infra Market.

Separately, it approved a cash preferential allotment of up to 1.245 crore equity shares - aggregating Rs 105.86 crore - to three non-promoter investors, and a qualified institutional placement of up to Rs 1,000 crore to fund integration costs.

Once completed, Hella Infra Market - which already holds a 52.85% controlling stake in Shalimar - is expected to become an unlisted material subsidiary of the listed company, with the board separately flagging a possible full unification of the two entities.

What happens next

The transaction requires approvals of shareholders, stock exchanges, tribunals and other regulators. Shalimar has yet to announce a date for the extraordinary general meeting at which the formal swap ratio and CCPS conversion terms are expected to be disclosed. Preferential allotment securities typically carry a six-month lock-in for non-promoter allottees, meaning none of the values described above are realisable immediately even once the deal closes.

Infra.Market had confidentially filed for a conventional Rs 5,000 crore IPO in October 2025, a route that becomes redundant after this transaction is executed.

A detailed questionnaire sent to spokespersons for Infra.Market remained unanswered till the time of the publication of this article.

Published by HT Digital Content Services with permission from VC Circle.