Project Pluto presents a rare opportunity to acquire, as a going concern, the sole and exclusive authorised distributor of genuine OEM spare parts for construction equipment — cranes, backhoe loaders, and compaction machinery — across a major northern Indian metropolitan territory. The business has operated for over seventeen years under a single corporate entity, holds a renewable territorial appointment in good standing with its principal, and generates meaningful income through a layered structure of OEM incentives and rebates that substantially exceed the headline trading margin.

The company operates two divisions within one legal entity: a Spare Parts Distribution Division, which accounts for the substantial majority of operating revenue, and a Software Division, which earns recurring licence income from proprietary desktop tax-compliance software distributed to chartered accountants and corporates nationally. Both divisions transfer to the buyer in a 100% equity acquisition.

The transaction is motivated entirely by founder retirement. The operating founder has built a business of scale, depth, and relationship capital over nearly two decades. There is no family successor, and all other shareholders are passive. The family seeks a single, clean, 100% exit to an owner with the operational intent and financial capacity to continue and grow the franchise.

Five attributes distinguish Project Pluto from a generic distribution opportunity. Each is supported by audited documents or confirmed management information in the data room.

The company is a dual-division business within a single corporate entity. Its primary business is the authorised distribution of genuine OEM spare parts for construction equipment across an exclusive metropolitan territory. Its secondary business — built organically over nearly two decades — is the development and annual licensing of proprietary desktop software for TDS, TCS, and income-tax-return filing.

The company sits at the intersection of two sustained demand drivers: the construction equipment after-market, where demand is generated by an in-service equipment base that requires continuous maintenance irrespective of new-equipment cycles; and the statutory compliance software market, where annual filing obligations under Indian tax law create a captive, annually-renewing customer base.

No external market data has been provided by management, and none will be fabricated here. The demand characteristics below are derived directly from the company's own operating history and audited documents.

The company's economics operate on two distinct layers. The first is the visible distribution top line — buy at cost from the principal, resell to customers at a markup determined by the principal's MRP structure. The second, and economically dominant, layer is the OEM incentive income earned on purchase volume and performance — bulk-purchase discounts, turnover incentives, and cash incentives that are volume-tiered and accumulate as purchasing scale increases.

The following table shows the revenue composition across the four years for which management figures are available. FY 2022-23 and FY 2021-22 figures are unaudited management compilations and are labelled accordingly.

The company's competitive position in spare parts distribution is defined primarily by its exclusive territorial appointment rather than by price, marketing, or product differentiation. Within the territory, the company is the only authorised source for the principal's genuine OEM parts — a position that cannot be replicated by a competitor without a separate appointment from the principal.

For customers purchasing genuine spare parts within the territory, the practical alternative is the aftermarket — non-OEM parts sourced from third-party suppliers. This alternative exists but carries warranty and equipment risk that most corporate fleet operators are unwilling to accept. Individual customers with older, out-of-warranty equipment may be more price-sensitive. The company's switching cost for institutional customers is therefore material; for individual customers it is lower.

The financial statements for FY 2024-25 and FY 2023-24 are audited by an independent statutory auditor. Earlier years are available as management compilations only. FY 2025-26 figures are unaudited management information; audited accounts for FY 2025-26 are expected by 30 September 2026 and must be reviewed by a buyer before any binding offer.

The EBITDA bridge below reconciles from audited PBT to Reported EBITDA, and from there to the Adviser Normalised EBITDA. The normalisation add-back represents salary paid through the company payroll to a passive family member whose role is not operationally required and will not be replicated under new ownership — confirmed by management and verified by the transaction adviser. This is the only add-back applied. Management's broader claimed adjustment of ₹34.09L is not adopted here as it includes operating employee salaries, which a buyer will need to sustain.

The balance sheet at 31 March 2025 reflects an asset-heavy working capital business. The following summary is drawn from the audited accounts.

On a cash-free, debt-free basis, the sellers will settle both the ₹76.98L promoter unsecured loan and the ₹40.11L secured bank facility from sale proceeds. The buyer acquires the operating business with its working capital intact — inventory, receivables, GST credits, security deposits, and the SBI fixed deposit all remain within the company.

The company is operated by a lean, experienced team built over nearly two decades. Day-to-day operations are led by the founding principal, who manages the OEM relationship, strategic direction, and the software division. Four additional employees cover the operating functions of the distribution business.

All four employees have confirmed their intention to continue post-acquisition. The operating founder will provide a structured transition of approximately one year, including personal introductions to the principal's relevant officials, key customer relationships, and the full operating knowledge of both divisions. All employees are on the company payroll. No employee currently holds a written appointment letter — this is a gap that a buyer should address through formal employment agreements as part of post-closing integration.

The opportunity is a 100% equity acquisition of a going-concern business — both operating divisions, the OEM distributor appointment, the inventory, the banking relationships, the team, the software IP, and the customer base transfer together in a single transaction.

The ideal acquirer is an operationally active buyer — an individual entrepreneur, a family business group, or a strategic trade buyer in adjacent distribution or construction equipment services — with the management bandwidth to run a lean 5-person distribution operation and the financial capacity to maintain and grow OEM purchase volumes. The incentive economics of this business reward a buyer who increases volumes; a passive holding approach will not unlock the upside. A financial investor without operational involvement is not the right fit for this asset.

The following risks are presented without marketing language. Each is a genuine buyer concern identified from the source documents. Where a mitigant exists it is stated; where the position remains open it is disclosed as such.