Shalimar Paints Ltd

Shalimar Paints Seeks Shareholder Nod for Major Capital Raise & HIML Stake Acquisition 🎨📊

- Shalimar Paints Limited is convening an Extraordinary General Meeting (EGM No. 01/2026-2027) on Friday, September 11, 2026, at 12:30 p.m. via Video Conference.

- The EGM will consider and vote on 4 resolutions.

- Resolution 1: To issue, offer, and allot up to 1,24,54,608 equity shares on a preferential basis for cash consideration at an issue price of ₹85 per share (face value ₹2, premium ₹83), aggregating to ₹1,05,86,41,680.

- The cash preferential issue is to three non-promoter allottees: Hathor Corporate Advisors LLP (41,51,536 shares), Plutus Capital Management LLP (41,51,536 shares), and Pro Fin Capital Services Ltd (41,51,536 shares).

- Resolution 2: To issue, offer, and allot up to 41,70,21,987 equity shares on a preferential basis for consideration other than cash (i.e., in exchange for shares of Hella Infra Market Limited - HIML).

- The non-cash equity issue is at an issue price of ₹85 per share, aggregating to ₹35,44,68,68,895, and is for acquiring a 13.78% stake in HIML on a fully diluted basis from 185 identified shareholders.

- Resolution 3: To issue, offer, and allot up to 81,12,02,664 Compulsory Convertible Preference Shares (CCPS) on a preferential basis for consideration other than cash (i.e., in exchange for shares of HIML).

- The CCPS issue is at an issue price of ₹85 per CCPS, aggregating to ₹68,95,22,26,440, and is for acquiring a 26.81% stake in HIML on a fully diluted basis from 197 identified shareholders.

- Key promoters/allottees in the non-cash transactions include Aaditya Sharda, Bizarro Advisory Limited, and Silverline Homes Private Limited.

- For both preferential issues where the aggregate consideration exceeds ₹100 Crores, CARE Ratings Limited is appointed as the Monitoring Agency to monitor the utilisation of proceeds/issue.

- E-voting for shareholders will be available from Monday, September 07, 2026 (09:00 a.m.) to Thursday, September 10, 2026 (05:00 p.m.) via the NSDL platform.

- The cut-off date for e-voting entitlement is Friday, September 04, 2026.

- Shalimar Paints Limited is seeking shareholder approval to raise capital via a Qualified Institutions Placement (QIP) of equity shares for an aggregate amount up to Rs. 1000 crores in one or more tranches.

- The QIP will be offered to Qualified Institutional Buyers (QIBs) as defined under SEBI ICDR Regulations, with shares having a face value of Rs. 2 each.

- The floor price for the QIP can be offered at a discount of not more than 5% (or as permitted by law).

- Allotment to a single QIB shall not exceed 50% of the total issue size. Minimum allottees: 2 if issue size ≤ Rs. 250 crores, and 5 if issue size > Rs. 250 crores.

- A minimum of 10% of the equity shares issued under the QIP must be allotted to Mutual Funds.

- The equity shares allotted will rank pari-passu with existing equity shares and will be in dematerialized form.

- The company will appoint a SEBI-registered Monitoring Agency (as per Regulation 162A) to monitor the use of proceeds, with quarterly reporting until 100% utilization.

- The allotment must be completed within 365 days from the date of passing the special resolution.

- The Board is authorized to take all necessary actions, including appointing intermediaries and finalizing placement documents, to implement the QIP.

- The notice is for an Extraordinary General Meeting (EGM) to be held via video conference on a date after August 12, 2026, with a remote e-voting period from September 07, 2026 to September 10, 2026.

- Shalimar Paints Limited is seeking shareholder approval via an EGM for a major preferential issue to raise capital and acquire Hella Infra Market Limited (HIML).

- The preferential issue comprises three parts: (i) 1,24,54,608 Equity Shares at ₹85 per share (₹83 premium) for cash consideration, aggregating ₹1,05,86,41,680.

- Part (ii): Up to 41,70,21,987 Equity Shares at ₹85 per share (₹83 premium) for non-cash consideration (swap), aggregating ₹35,44,68,68,895, to acquire equity and CCPS of Hella Infra Market Limited.

- Part (iii): Up to 81,12,02,664 Compulsory Convertible Preference Shares (CCPS) at ₹85 per share (₹83 premium) for non-cash consideration, aggregating ₹68,95,22,26,440, also to acquire shares of Hella Infra Market Limited.

- The total consideration for the non-cash parts (Equity + CCPS) aimed at acquiring HIML stakes aggregates to ₹1,04,39,90,95,335.

- The cash part involves three allottees: Hathor Corporate Advisors LLP, Plutus Capital Management LLP, and Pro Fin Capital Services Ltd., each allotted 41,51,536 shares.

- The non-cash equity part involves a detailed list of 185 allottees (promoters and non-promoters) transferring a maximum of 13,27,59,771 HIML shares for 41,70,21,987 Shalimar Paints equity shares, representing a 13.78% stake in HIML.

- The non-cash CCPS part involves a list of 165 allottees transferring HIML shares for up to 81,12,02,664 CCPS of Shalimar Paints.

- Promoter Aaditya Sharda (via entities) is a major participant in the non-cash issue, with proposed allotments representing significant stakes in HIML (e.g., 9.80% via CCPS, 0.58% via Silverline Homes).

- The EGM includes detailed instructions for remote e-voting and virtual attendance via VC/OAVM, with specific contacts provided for the company, registrar, e-voting agency (NSDL), and scrutinizer (Mr. Ankush Agarwal).

- Shalimar Paints Limited proposes a preferential issue of securities to fund an investment in Hella Infra Market Limited (HIML) and for working capital.

- The total preferential issue comprises: 1,24,54,608 Equity Shares for cash (₹105.86 Crore), 41,70,21,987 Equity Shares for non-cash consideration (₹3,544.68 Crores), and 81,12,02,664 Compulsory Convertible Preference Shares (CCPS) for non-cash consideration (₹6,895.22 Crores).

- The issue price for both Equity Shares and CCPS is fixed at ₹85 per share (Face Value ₹2 + Premium ₹83).

- Proceeds from the cash issue (₹105.86 Crore) will be used for: ₹79.395 Crore for working capital and ₹26.465 Crore for general corporate purposes, within 90 days of allotment.

- The non-cash issuance is for swapping shares to acquire stakes in HIML. The company will issue its shares/CCPS in exchange for Equity Shares and CCPS of HIML held by the proposed allottees.

- The investment rationale is to combine Shalimar's manufacturing with Infra.Market's scale to create a stronger platform for India's building materials industry.

- Key proposed allottees who will be classified as Promoter/Promoter Group include: Aarti Sharda, Silverline Homes Pvt Ltd, Bizarro Advisory Limited, Gajendra Sharda, Sunita G Sharda, Nikhita Aaditya Sharda, Aaditya Sharda, and Souvik Sengupta.

- The 'Relevant Date' for pricing is August 12, 2026. The minimum price as per SEBI regulations is ₹82.50, but the Board has set the issue price at ₹85.

- Valuation was performed by Saksham Valuer Private Limited (IBBI Registered Valuer). Fair value of Shalimar's equity share is ₹82.50, HIML's equity share is ₹266.46, and HIML's CCPS is ₹2,13,434.

- The CCPS have a 0.001% dividend rate, are non-cumulative and non-participating, and will mandatorily convert into 1 equity share each within 18 months from allotment.

- The allotment is proposed to a large list of entities and individuals, categorized as Promoters and Non-Promoters. The post-issue shareholding pattern is attached as Annexure A.

- The preferential issue will not result in a change of management or control of Shalimar Paints Limited.

- The Board approved the issuance on August 12, 2026. Allotment must be completed within 15 days of shareholder approval or regulatory clearances.