Confidential Information Summary
A twenty-year-old North Indian manufacturer of low- and medium-voltage electrical control, protection, metering and switching equipment, holding a designed-in supplier position at large original equipment manufacturers. Debt-free, cash-generative, and offered for sale of a controlling interest.
Executive Summary
Project Ganga manufactures the electronic control equipment that runs and protects power generation and distribution machinery. Its flagship product is the controller fitted to a diesel generator set — the unit that starts the engine when the mains supply fails, watches it while it runs, and shuts it down before it is damaged. The company does not sell to end users; it supplies the manufacturers who build the machines.
Once a controller is designed into a customer's platform and approved, replacing it obliges the customer to re-qualify the finished machine. That position shows in the pricing: gross margin widened from 57.4% to 62.3% between FY24 and FY25, and eleven of the twenty largest accounts have billed in every one of the four years on record.
Revenue reached ₹45.10 crore in FY25, up 52.2% on FY24 and a three-year compound rate of 21.4%. Normalised EBITDA was ₹21.13 crore, or 46.9% of revenue; profit after tax was ₹8.18 crore, an 18.1% net margin. There are no bank borrowings in any year on record.
The plant is owned outright and runs at approximately 75% of capacity on a single shift. Three promoters holding equal one-third interests are selling. There is no debt and no distress behind the decision.
What this business is not
Not a contract manufacturer competing on price, and not a project business. It sells a specified, approved component into its customers' own production schedules.
At a glance
one third each
no subsidiaries
Basis of preparation — please read before the figures
Every figure in this document is drawn from audited financial statements for FY22 to FY25. The most recent audited year closed on 31 March 2025. Trading since that date is not presented here; current-year information is released, with the audited statements, on execution of a non-disclosure agreement.
Investment Highlights
Five characteristics separate this business from the general run of Indian electrical component manufacturers. Each is evidenced in the audited accounts and the customer records rather than asserted.
A designed-in position, not a shopped component
The flagship controller is approved as part of the customer's machine. Displacing it means re-qualifying the finished product — which is why the company takes price rather than gives it.
Customer relationships that survive cycles
Eleven of the twenty largest accounts appear in every one of the four years billed, across generator, utility, pump and component end-markets.
Self-funded, with no financial engineering in the returns
The company has never carried bank debt. Growth, the plant and the land were all funded from trading cash flow.
Capacity already bought and paid for
The factory is owned and runs one shift at roughly three-quarters of capacity. Volume can be added by filling that shift, then adding a second.
An approved-vendor door that has already been used more than once
Approved-vendor status is expensive to win and cheap to exploit. Once a customer has qualified the company, every additional product travels the same route at almost no selling cost. That is how one controller became ten lines.
Products & Business Overview
The company manufactures ten product lines of low- and medium-voltage electrical equipment, all sold into the same customer base through the same approved-vendor relationships. They group into three families: generator control and power transfer, measurement and metering, and protection and distribution.
DG set controller
Starts a generator the moment the mains fail, watches oil pressure, temperature and voltage, and shuts it down before damage.
Automatic transfer switch
Transfers load between mains and generator supply without an operator present.
Relay cards
Control and protection interface for critical facilities — hospitals, data centres, industrial plants.
IoT modem and data logger
Remote data capture and equipment control, so a site reports its own condition.
Digital panel meter
Real-time measurement of voltage, current and energy across energy-management applications.
Protection relay
Detects faults and overloads and isolates the circuit, including on grid infrastructure.
Current transformer
Safe measurement, monitoring and protection of low-voltage systems; used in metering and billing.
Control panels
Auto-mains-failure and control panels built around the company's own electronics.
Insulators
Moulded supports for busbars and switchgear, produced in the company's own tool room.
Generator control & power transfer
Controllers, transfer switches, relay cards and communication modems — the basis of the company's position with generator manufacturers.
≈52% of FY25 revenueMeasurement & metering
Current transformers, digital panel meters and data loggers, sold to utilities, distribution businesses and industrial groups.
Utility & distribution channelProtection & distribution
Protection relays, insulators, control panels and miniature circuit breakers — the newest family, extended into the installed customer base.
Panels ≈9%, insulators ≈5% of FY25How the business has developed
Product images are the company's own, with all identifying marks removed for this blind summary.
Operations, Capacity & Supply Chain
Design, tooling, electronics assembly and test sit inside one owned building. That integration is what allows the company to hold specification and lead time on a component its customers cannot easily second-source, and it is the reason capacity can be added without a capital event.
| Facility | Single owned plant, North India — approximately 40,000 sq ft, including land held from the state development authority |
| Utilisation | Approximately 75% on a single shift; a second shift is available without further building |
| Electronics | In-house surface-mount assembly line with pick-and-place, reflow, wave soldering and automated optical inspection |
| Test | Dedicated assembly and test department with purpose-built controller and meter testing jigs |
| Tooling | Own tool room — moulding, annealing, channel cutting and turning — so housings and insulators are made in-house |
| Inputs | A material share of components is imported; the balance is sourced domestically |
Material and direct cost fell from 42.6% of revenue in FY24 to 37.7% in FY25 — the arithmetic behind the gross margin improvement, and the reason scale drops through to profit.
Volume can be added at the existing plant before a second shift, and before any capital is committed.
Surface-mount electronics, assembly and test, and the tool room — design to finished unit without an outside vendor.
Business Model & Economics
The company occupies the component step of the value chain: its customers assemble and sell finished machines and buy in the control electronics rather than develop and certify them in-house. It earns in three distinct ways, and they are not equally valuable. A buyer should price the three separately.
Designed into a customer's platform and supplied against rolling orders. Repeat volume follows their production schedule, not a sales cycle.
Standard products through a small distribution network into replacement and smaller industrial demand.
Larger project-linked orders from control-panel integrators. Tied to their project wins, not a recurring base.
Pricing is set on specification, not on tender. Working capital intensity is low: the company funds its own cash cycle and has never drawn a bank line, which is why growth has not required outside capital.
Unit economics, FY25
Customer Mix & Concentration
Customers are equipment manufacturers, distribution utilities and sub-assembly makers who fit the company's components inside their own products. A repeat order is triggered by the customer's production schedule, not by a renewal decision. Names are withheld in this blind summary; account-level billing for four years is released with the information memorandum.
Every account in the top twenty is set out below under a masking code. The code is fixed: customer A is the same customer in every year and every table, so the analysis holds together without naming anyone.
| Customer | Segment | FY24 | FY25 | FY24→FY25 |
|---|---|---|---|---|
| A | Power generation | 4.95 | 13.48 | +172% |
| B | Distribution | 4.20 | 3.50 | −17% |
| C | Power generation | 1.97 | 2.81 | +43% |
| R | Panels & EPC | 0.72 | 2.71 | +276% |
| Q | Panels & EPC | — | 2.37 | new |
| D | Components | 1.31 | 1.82 | +39% |
| H | Components | 0.54 | 1.49 | +176% |
| G | Components | 1.06 | 1.20 | +13% |
| F | Pumps | 0.96 | 1.07 | +11% |
| P | Power generation | 1.13 | 0.64 | −43% |
| M | Distribution | 0.48 | 0.55 | +15% |
| E | Power generation | — | 0.48 | new |
| K | Components | 0.34 | 0.41 | +21% |
| L | Distribution | 0.29 | 0.40 | +38% |
| N | Distribution | 0.30 | 0.38 | +27% |
| I | Distribution | 0.44 | 0.36 | −18% |
| J | Distribution | 0.37 | 0.34 | −8% |
| Other top-20 accounts | Various | 1.30 | 0.39 | — |
| Total, top 20 | 20.36 | 34.40 | +69% | |
| All other customers | Various | 9.28 | 10.70 | +15% |
| Revenue | 29.64 | 45.10 | +52% |
Read the FY25 step-up correctly
Customer A alone added ₹8.53 crore of the ₹14.04 crore increase in top-20 billings, and two panel integrators, Q and R, added a further ₹4.36 crore of project work. Both movements are real and both are audited.
Neither should be taken as a permanent run-rate. A grew on its own production cycle; Q and R are project-linked and order episodically. We say so here rather than let a buyer assume otherwise.
What a buyer should look at first
Not the headline growth, but the eleven accounts present in all four years. They are the recurring base, and contract documentation for each is in the data room.
The base, in numbers
Financial Snapshot
Four audited years. The shape is three years of steady growth followed by a step-change in FY25, with profitability per rupee of sales improving throughout.
| Particulars | FY22 | FY23 | FY24 | FY25 |
|---|---|---|---|---|
| Revenue | 25.22 | 28.45 | 29.64 | 45.10 |
| Growth | — | +12.8% | +4.2% | +52.2% |
| Gross margin | n/a | n/a | 57.4% | 62.3% |
| EBITDA, reported | 3.97 | 5.60 | 6.07 | 12.60 |
| EBITDA margin, reported | 15.7% | 19.7% | 20.5% | 27.9% |
| EBITDA, normalised | — | — | 11.02 | 21.13 |
| EBITDA margin, normalised | — | — | 37.2% | 46.9% |
| Profit after tax | 2.08 | 3.41 | 3.69 | 8.18 |
| Net margin | 8.2% | 12.0% | 12.4% | 18.1% |
| Net worth | 25.48 | 28.89 | 26.37 | 34.41 |
What the numbers show
- Margin improved in every year. Reported EBITDA margin went 15.7% → 19.7% → 20.5% → 27.9% while revenue grew.
- Profit grew faster than sales. Revenue rose 79% across the four years; profit after tax rose 293%.
- Nothing is financed. No bank borrowings in any year on record, so the returns carry no leverage.
- Net worth compounded from ₹25.48 crore to ₹34.41 crore, entirely from retained profit.
- FY25 is a step, not a trend line. Half the increase came from one customer's own volume — see section 06.
Position at 31 March 2025
Principal lines only. The full balance sheet, cash flow statement and fixed-asset schedule are released with the audited statements on execution of a non-disclosure agreement.
The weakest point in the file, stated plainly
The most recent audited year closed on 31 March 2025. A buyer reading this in the second half of 2026 will reasonably ask what has happened since, and that question is the first one we expect.
Current-year trading, the interim management accounts and the audit in progress are all released under a non-disclosure agreement. We would rather hand a buyer that information directly than present an unaudited year as though it were a result.
Quality of Earnings
Two earnings measures are used in this document. Reported EBITDA is the figure in the company's audited accounts. Normalised EBITDA adds back director compensation above a market rate — and nothing else. No other add-back has been applied, and none is proposed.
| Measure | FY24 | FY25 | Change |
|---|---|---|---|
| Material and direct cost | 42.6% | 37.7% | −4.9 pts |
| Other operating cost | 36.9% | 34.4% | −2.5 pts |
| Reported EBITDA | 20.5% | 27.9% | +7.4 pts |
The add-back is director compensation above a market rate. We do not present it as free: an acquirer must pay market rates for those roles, so the realisable portion depends on the replacement cost of that management. That is a diligence item and is deliberately not estimated here.
What a buyer should test
- Durability of the FY25 step. Half the increase came from one account's own volume and a further share from project work. The recurring base is the eleven four-year accounts.
- Working capital funding. The cash cycle is funded from own cash; normal credit terms would release part of it.
- Perimeter. One operating entity. No subsidiaries, no group companies, no related-party trading disclosed.
- Recency. FY25 closed seventeen months ago; nothing here speaks to trading since.
- The measure that held. Gross margin rose in both years for which it is reported — the cleanest available test of pricing power.
Earnings quality at a glance
Management & Organisation
The company is owner-managed. Three promoter-directors hold the entire share capital in equal parts and sit on the board, with day-to-day operations run by a small executive team beneath them. Profiles, the organisation chart and continuity terms are released with the information memorandum.
| Role | Holding | Position at completion |
|---|---|---|
| Promoter-Directors × 3 | 33.33% each | All selling; transition arrangements open for discussion |
| Operations, production and commercial leadership | — | Non-shareholding executives; continuity terms to be agreed with the buyer |
| Statutory auditor | — | Independent firm of chartered accountants; FY22–FY25 audited |
Governance is unusually clean for the size: one entity, no subsidiaries, no external debt and therefore no lender consents, and four consecutive audited years.
Key-man position — and why the transaction resolves it
Three equal shareholders with no tie-breaker means every material decision requires unanimity. Trading has not suffered, but the pace of commitment to new capacity and new capital has. It is the reason the company is available, and the current structure cannot remove it. A buyer acquiring control resolves it at completion.
M&A Proposition
The promoters are seeking a transaction that places the company under single ownership. The decision is structural, not financial: three equal holders have concluded, amicably, that the next phase belongs to one owner.
Why now — three conditions that will not hold indefinitely
Owned plant, single shift at roughly three-quarters of capacity. A buyer inherits room to grow without a capital raise.
No balance sheet repair, no lender consents, and no existing security to work around.
The company took price while it grew — the clearest evidence the position is specification-led.
Who this suits
- A strategic acquirer in electrical equipment wanting qualified LV/MV manufacturing in India with OEM approvals in place.
- An industrial group adding electronics content to a mechanical or power range without building a design capability.
- A financial buyer comfortable with founder succession, able to fund a second shift.
- An overseas manufacturer wanting a qualified Indian base and a domestic customer list.
Transaction parameters
with the counterparty
no subsidiaries
for discussion
open for discussion
post-NDA
Where a buyer creates value
Fill the shift, then add one
Incremental volume at 75% utilisation carries very little additional fixed cost. The largest and cheapest lever.
Sell the full range through existing approvals
Status won once carries ten product lines. Cross-selling into the installed base is demonstrated, not yet systematic.
Convert project customers into programme customers
The panel and EPC accounts order episodically. Putting them on scheduled supply would turn a spike into a base.
Broaden the base geographically
The book is concentrated in one region and exports are negligible. Both are open to an owner with reach.
Management separately estimates that the existing product range could address roughly ₹64.5 crore of additional annual revenue if fully commercialised. That figure is management's own, is not supported by an order book, and has not been validated by us; it should carry no weight in a valuation until it is tested.
Use of proceeds
This is primarily a sale of promoter shareholding, so consideration for existing shares accrues to the sellers. Where a buyer wishes to include a primary growth-capital element, management's stated priorities are multi-shift capacity expansion, product development across the newer LV lines, geographic broadening, and working capital to support larger OEM programmes. The mix between secondary and primary is open.
Risks & Mitigants
These are the material risks a buyer should expect to test in diligence, stated as we would state them to our own client. Where a mitigant is genuine it is given; where a matter is simply open, it is described as open.
Mitigant: four unbroken years of billing, more than one product in the relationship, a large and stable counterparty, and a designed-in position that makes switching costly for A too. Contract terms are in the data room.
Mitigant: we present it as a step rather than a trend. The recurring base is the eleven accounts billing in all four years; those are the figures to underwrite.
Mitigant: disclosed up front rather than papered over with unaudited figures. Current-year trading, interim accounts and the audit in progress are released on execution of a non-disclosure agreement.
Mitigant: nine further lines sell through the same approvals, into an installed customer list rather than cold prospects.
Mitigant: the same facts are the growth case — spare capacity and an unworked geography. Business continuity is covered in the information memorandum.
Mitigant: only director pay is normalised, so reported and adjusted are both visible. Retention terms for the executive team can form part of the deal.
Mitigant: material cost still fell from 42.6% to 37.7% of revenue between FY24 and FY25. There is no foreign currency borrowing.
Mitigant: a single mandate across all three, one point of contact, and alignment established before exclusivity rather than after.
Process & Next Steps
Identity, audited statements, current-year trading, the customer key and management access all follow execution of a mutual non-disclosure agreement. Interested parties are asked to indicate interest in writing.
The process from here
CA Dhiraj Ostwal & Co. — Transaction Advisory
Sell-side adviser to the promoters of Project Ganga. Mid-market M&A and capital advisory, more than twenty-five years of practice, mandates across a ₹1–500 crore range.
All correspondence on this opportunity should quote reference SEL-001.