The unlisted market has recently witnessed a significant development with Infra.Market offering an exit opportunity to minority shareholders of RDC Concrete. This move comes at a crucial time when pre-IPO investors are actively evaluating liquidity events and strategic exits.
For investors in RDC Concrete, this is not just an exit — it’s a transition from a mid-sized unlisted company to a high-growth unicorn-backed platform like Infra.Market.
In this article, we break down the structure, valuation, benefits, risks, and strategic implications of this offer so you can make an informed investment decision.
Infra.Market (parent company of RDC Concrete) is offering a share swap deal, where RDC shareholders can exchange their holdings for Compulsorily Convertible Preference Shares (CCPS) of Infra.Market.
This is important:
Not a buyback
Not a cash exit
Equity-to-equity (future) conversion opportunity
This effectively means investors are being given an opportunity to upgrade their portfolio exposure.
One of the most attractive aspects of this offer is the valuation premium being offered.
Premium of ~58% over current valuation
Particulars | Value |
|---|---|
| Current valuation (BDO) | ₹2,572 Cr |
| Exit valuation offered | ₹4,685 Cr |
| Per share value (current) | ₹173.33 |
| Per share offered | ₹274.95 |
This is a rare scenario in the unlisted space, where minority shareholders are being offered a significant upside without waiting for IPO.
Instead of cash, investors receive Infra.Market CCPS, which:
Convert into equity shares later
Carry anti-dilution protection
Have liquidation preference
Include voting rights (at par with equity)
Each CCPS converts into:
👉 801 equity shares of Infra.Market
This effectively positions investors for future IPO gains.
Infra.Market is a rapidly scaling B2B construction materials platform with strong institutional backing.
Moving from RDC → Infra.Market means:
Better growth visibility
Stronger balance sheet
Higher IPO probability
The same deal has already been accepted by notable investors like:
Ashish Kacholia
Nikhil Kamath
This adds credibility and confidence to the transaction.
Infra.Market is widely considered a strong IPO candidate.
By accepting the swap, investors:
Move one step closer to a listed liquidity event
Gain exposure before IPO valuation re-rating
While the offer is attractive, it is not risk-free:
No cash exit option currently
You remain invested until IPO or secondary exit
Conversion linked to IPO or up to 19 years
6-month lock-in after IPO
Depends on individual holding structure
Requires proper planning
Long-term investors
Investors bullish on Infra.Market growth story
Those seeking higher valuation upside
Investors needing immediate liquidity
Conservative investors preferring fixed exit timelines
From an investment standpoint, this deal appears to be:
✔ Value accretive (58% premium)
✔ Strategically sound (migration to stronger entity)
✔ Institutionally validated
However, it is essentially a bet on Infra.Market’s IPO success.
If you believe in Infra.Market’s scalability and IPO potential, this is a strong opportunity.
If liquidity and certainty are your priority, holding RDC shares may still be a viable choice.
Frequently Asked Questions (FAQ)
Infra.Market (Parent Company) is offering an exit opportunity through a share swap, wherein shareholders of RDC Concrete can exchange their shares for Infra.Market CCPS (Compulsorily Convertible Cumulative Preference Shares).
No. This is not a buyback by RDC Concrete. The transaction is being undertaken by Infra.Market (parent company) by acquiring RDC shares in exchange for its own shares.
Current equity valuation of RDC Concrete is INR 2,572 crore as determined by BDO. Proposed equity valuation of RDC Concrete for share swap exit purposes is INR 4,685 crore. This translates to a price of INR 274.95 per equity share vs actual current market price of INR 173.33 per share as per valuation completed by BDO. The valuation for share swap purposes has been finalized after multiple negotiations with the larger marquee investors such as Mr. Ashish Kacholia, NKSquared (Mr. Nikhil Kamath), Chhatisgarh Investments Limited, Verity Knowledge Solutions Private Limited, Capri Global Holdings Private Limited, etc.
Infra.Market CCPS is being offered at INR 2,13,438.77 per share, which is the same price for recent fundraise from institutional investors and promoters.
Yes. The same terms and valuation have already been extended to and accepted by marquee investors such Mr. Ashish Kacholia, NKSquared (Mr. Nikhil Kamath), Chhatisgarh Investments Limited, Verity Knowledge Solutions Private Limited, Capri Global Holdings Private Limited, etc.
No. Participation is voluntary. Shareholders may choose to:
Accept the share swap exit, or
Continue holding RDC equity shares
No immediate cash exit is available at this stage. The current available exit option is only a share swap with Infra.Market CCPS.
There is no defined timeline for a cash exit.
You will continue to remain a shareholder in RDC Concrete.
In case of fractional entitlement to Infra.Market CCPS, the same shall be rounded up to the nearest whole number. For example, if a shareholder holds 30,000 equity shares of RDC Concrete, the value of such shares for the purpose of the share swap would be INR 82,48,500 (30,000 shares × INR 274.95 per share). Based on the Infra.Market CCPS price of INR 2,13,438.77 per share, the shareholder would be entitled to 38.65 CCPS, which shall be rounded up to 39 CCPS.
CCPS are compulsorily convertible cumulative preference shares that will convert into equity shares of Infra.Market. These carry rights such as anti-dilution, liquidation preference, voting rights at par with equity shares.
Each CCPS shall convert into 801 equity shares of Infra.Market (subject to adjustments, if any). The CCPS shall automatically convert into equity shares at the applicable conversion rate as follows:
(i) on latest permissible date immediately prior to filing of the updated draft red herring prospectus-II with SEBI in connection with the occurrence of a Qualified IPO under Applicable Law,
(ii) on the date specified by the consent of holders of at least 75% of the outstanding shares of Series G CCPS, or
(iii) on the day following the completion of 19 years from the date of issuance of the same.
As per SEBI regulations, the Infra.Market equity shares will be subject to a 6-month lock-in period post listing.
Tax treatment will depend on individual circumstances (including holding period, head of income, etc.). Shareholders are advised to consult their respective tax advisors. Additionally, shareholders will be required to sign and submit a tax declaration to the parent company confirming that any applicable taxes arising from the transaction will be duly discharged by them in accordance with Income-tax Act, 1961.
The shareholders will be required to respond within 2 days i.e. on or before Thursday, March 26, 2026.
Please email your queries to [email protected].
This is a classic private market decision — immediate valuation gain vs future growth potential.
For serious unlisted investors, this deal is less about exit and more about portfolio repositioning into a potential IPO candidate.