06 Dec, 2025

When Valuation Meets Reality: The Equity–Preference Puzzle at Hella Infra

06 Dec, 2025,
10

On 30 June 2025, Hella Infra Market Limited (HIML) got itself a fresh valuation report for its Compulsorily Convertible Cumulative Preference Shares (CCPS).
The report does two things:

  1. It tells you how much the company is worth as of that date.

  2. It tells you how many shares were outstanding — both equity and preference

But that was only the beginning.
Because what followed over the next few months created a classic equity vs preference mismatch that every investor must understand.


A) First, the cap-table snapshot as on 30 June 2025

From the valuation report;

Equity Shares Outstanding (30 June 2025):

3,53,901 equity shares

Preference Shares Outstanding (30 June 2025):

Multiple preference series existed, all clubbed under CCPS, each with different investors.

The value per CCPS determined by valuer = ₹2,13,408.70 per share.

This price becomes important because all future CCPS issuances between July–Sept 2025 use the same valuation.

Shareholding as on 30 June 2025 (Fully Diluted Basis)

Name of Shareholder Total No. of Shares (Fully Diluted) % Shareholding
Souvik Pukakesh Sengupta 1,18,000 10.58%
Aaditya Gajendra Sharda 1,17,800 10.56%
Bizzaro Productions LLP 10,000 0.90%
Bizzaro Advisory Limited 58,000 5.20%
Silverline Home Private Limited 8,000 0.72%
Nikhita Aaditya Sharda 50 0.00%
Aarti Gajendra Sharda 50 0.00%
Sunita Sharda 50 0.00%
Gajendra Sharda 50 0.00%
Employee Stock Options Available & Free 65,985 5.91%
Employee Stock Options Granted and Vested 12,819 1.15%
Employee Stock Options Granted and Unvested 21,362 1.91%
Shashank Danagachy 950 0.08%
Vikram Reddy 1,250 0.11%
Other equity investors 300 0.03%
Dhruv Agarwala 700 0.06%
Accel India V (Mauritius) Limited 1,65,811 14.86%
Internet Fund V Pte Ltd 2,19,559 19.68%
Nexus Ventures V LTD 83,162 7.45%
Evolvence India Fund III Limited 41,374 3.71%
Evolvence India Coinvest PCC 15,550 1.39%
EIF IV Coinvest PCC (Cell A) 7,871 0.71%
Sistema Asia Fund Pte Ltd 19,705 1.77%
Sistema Asia Fund India Ventures 1,606 0.14%
Foundamental GmbH & Co. KG 14,763 1.32%
Foundamental CM Fund GmbH & Co. KG 5,562 0.50%
Alteria Capital India Fund I 1,225 0.11%
Alteria Capital India Fund II – Scheme I 331 0.03%
Alteria Capital India Fund III – Scheme A 459 0.04%
Stride Venture India Debt Fund – 1 6,175 0.55%
InnoVen Capital India Private Limited 1,000 0.09%
InnoVen Capital India Fund 3,000 0.27%
Trifecta Venture Debt Fund II 5,886 0.53%
Stride Venture Debt Fund II 2,906 0.26%
Trifecta Venture Debt Fund III 998 0.09%
Series E1 Investors 2,100 0.19%
Series E2 Investors 5,062 0.45%
Series E3 Investors 1,261 0.11%
Series E4 Investors 49,130 4.40%
Series E5 Investors 26,021 2.33%
Series E6 Investors 7,098 0.63%
Series E7 Investors 514 0.05%
Series F1 Investors 17,733 1.59%
Total 11,15,834 100.00%

B) After the valuation date… new preference shares were issued

Between 30 June 2025 and 23 September 2025, the company issued several rounds of CCPS, all at the same valuation: ₹2,13,408.70 per CCPS

Detailed CCPS issuance post 30 June 2025

Date CCPS Issued Price (₹)
30 June 2025 915 2,13,408.7
18 July 2025 45 2,13,408.7
24 July 2025 253 2,13,408.7
5 Aug 2025 930 2,13,408.7
30 Aug 2025 1,709 2,13,408.7
19 Sept 2025 8,246 2,13,408.7
20 Sept 2025 2,061 2,13,408.7
22 Sept 2025 10,195 2,13,408.7
23 Sept 2025 2,061 2,13,408.7

And later…

14 Nov 2025 – Shilpa Shetty

89 CCPS issued, again at ₹2,13,408.70.

This means substantial capital was infused into the company after the valuation date.


C) Then came the twist — A Massive Bonus Issue

The company allotted 2,83,120,800 bonus equity shares in the ratio 800:1.

Pre-bonus equity count

3,53,901 shares

Post-bonus equity count

3,53,901 × 800 = 2,83,120,800 (bonus)

Total = 2,83,474,701 (approx)

This means equity shareholders saw their count explode ~800×.
But…


D) Preference shares did NOT convert. Conversion happens only after UDRHP.

This is the most important part of the story:

  • The company filed only a Confidential DRHP.

  • Conversion of CCPS into equity happens only when the UDRHP (public DRHP) is filed.

Meaning?

👉 Preference shares are still preference shares.

👉 They have NOT been converted into equity.

👉 They did NOT receive bonus shares.

So after all the bonus issuance:

Equity increased 800×

Preference shares remained the same

This creates a temporary valuation distortion in the unlisted market.


E) Why investors must be careful

Many investors look only at:

  • Latest share price

  • Latest valuation

  • Total shares after bonus

But here’s the catch…

The valuation on 30 June 2025 was done BEFORE:

  • Massive CCPS issuances

  • Bonus issue

  • Any CCPS-to-equity conversion

So if someone sees "bonus-adjusted equity shares" and compares it with "valuation as of 30 June", they will get a wrong valuation per share.

And this is exactly where retail investors get trapped.


The UnlistedZone-takeaway

1. The bonus was given only to equity shareholders.

2. The preference shares will convert only after UDRHP is filed.

3. Until then, the structure is skewed — and investors must know which class of shares they’re buying.

If you buy equity today, you’re buying in a post-bonus world.

If you buy preference shares today, you’re buying a pre-conversion instrument, issued at ₹2.13 lakh per share, which will convert later at a fixed formula.

The two cannot be compared directly.


Final Thought

Understand the class of shares, understand the timing, and never mix valuation dates with bonus events.

Because in unlisted markets, the devil is always in the cap table. The expected valuation of the IPO is around 3-3.5 Billion dollar.