SEL-010 · Confidential Information Summary

Project Spark

Distribution & applications-support platform for enzymes and process chemicals serving the paper, sugar and distillery industries

CA Dhiraj Ostwal & Co. — Transaction Advisory · Blind teaser, pre-NDA · Prepared from audited standalone financials, FY23–FY25

₹3.79 Cr
FY25 revenue
~20%
2-yr revenue CAGR (FY23–FY25)
3
Process industries served
₹0.65 L
Net fixed assets, FY25 (asset-light)
01

Executive summary

Project Spark is a South India-based supplier of enzymes, process chemicals and applications-support services to the paper, sugar and distillery industries. Incorporated within the last five years, the company operates as an authorised distributor for a small number of principal manufacturers, pairing product supply with on-site technical service to process-industry customers.

Revenue grew from ₹2.64 Cr in FY23 to ₹3.79 Cr in FY25. Profitability has been volatile across the same period and is materially influenced by commission paid to the promoter group, a point noted in the financial snapshot and management sections. The company presents as an asset-light, working-capital-driven business rather than a manufacturing or technology asset.

At a glance

 
SectorIndustrial & specialty chemicals — process-industry consumables
RegionSouth India
IncorporationWithin the last five years
OwnershipClosely held, promoter group
Latest audited yearFY25 (year ended 31 Mar 2025)
Revenue, FY25₹3.79 Cr
Reported EBITDA, FY25₹0.11 Cr (2.9%)
Adjusted EBITDA, FY25₹0.53 Cr (14.0%)
EmployeesNot disclosed

Basis of preparation. All figures are drawn from the company's audited standalone financial statements for FY23, FY24 and FY25, and from its FY25 income-tax return and tax audit report (Form 3CD). No consolidated, group or unaudited management figures have been used anywhere in this document.

Figures are stated in ₹ Lakh (L) or ₹ Crore (Cr), rounded to the nearest ₹0.01 L/Cr. A full year (FY26) has closed since the latest audited financials and is not yet reflected — see section 08.

02

Investment highlights

1

Diversified end-markets

Demand spans three distinct process industries — paper, sugar and distillery — reducing reliance on a single sector's capex or crush-season cycle.

3 industries served
2

Revenue growth

Revenue rose from ₹2.64 Cr (FY23) to ₹3.79 Cr (FY25), a two-year CAGR of roughly 20%, ahead of the underlying margin trend.

~20% CAGR, FY23–FY25
3

Asset-light model

Net tangible fixed assets were just ₹0.65 L at FY25 close — the business scales without a manufacturing or capex base to carry.

₹0.65 L net block, FY25
4

Improving receivables discipline

Debtor days fell from roughly 111 (FY24) to 43 (FY25), a meaningful tightening of the collection cycle even as revenue grew.

−68 debtor days, FY24→FY25
5

Negative FY25 cash-conversion cycle

In FY25 the combined debtor-plus-inventory cycle ran shorter than the payables cycle, implying supplier credit financed a larger share of working capital than customer credit absorbed — an efficient position for a distribution business, though it has swung between years and should not be assumed stable (see section 05).

−18 days cash cycle, FY25
03

Business overview

The company supplies enzyme-based and specialty-chemical products, sourced from principal manufacturers, into three process industries. Products are typically sold alongside on-site technical/applications support rather than as a stand-alone commodity.

Paper industry

Enzymatic stickies control, odour-control programmes, an enzymatic masterbatch programme, barrier/OGR coatings and non-sodium pH boosters positioned as caustic-soda alternatives.

Sugar industry

Non-QAC/DTC mill sanitation products, phosphoric-acid replacement, dextran and starch control, imported lime, and syrup-preservation formulations.

Distillery industry

Broad-spectrum contamination-control enzymes, high-alcohol-tolerance yeast, antimicrobial formulations, fermentation enzymes and a COD-reduction programme.

Note on technology ownership. Company materials describe several of the above as patented or first-in-India programmes. Where sighted, these credentials attach to third-party principal manufacturers whose products the company distributes, not to intellectual property registered in the company's own name; the financial statements record no capitalised intangible assets.

Incorporation
Within the last five years
Revenue > ₹2.5 Cr
FY23
Revenue > ₹3.5 Cr
FY24
Large process-industry accounts onboarded
Evidenced FY25, paper & sugar
NBFC lending relationship added
Alongside existing bank credit line
Board expanded
Two directors inducted, FY26
Distributor / applications-support modelMultiple principal manufacturers referenced No owned manufacturing capacityNo capitalised R&D or intangibles on the balance sheet
04

Business model & economics

Revenue is earned through product distribution to process-industry customers, with technical/applications support bundled into the relationship rather than billed separately.

70%
Of revenue, FY25

Cost of materials consumed as a share of revenue — a trading margin structure rather than a manufacturing one.

Bundled
Applications support

Technical/on-site service is not separately billed or disclosed in the financials; it is a service overlay on product sales, per company materials.

13–15%
Of revenue, FY24–FY25

Sales commission paid to promoter-directors and a promoter-linked entity — effectively the company's sales function (see section 09).

Revenue is billed on delivery to process-industry customers on open credit terms (debtor days ranged 43–111 across FY24–FY25), against trade credit taken from suppliers (creditor days 93–126 across FY23–FY25). The relationship between these two cycles has not been stable year to year — see section 05.

Revenue and cost structure, FY23–FY25 (₹ Lakh)
Particulars FY23 FY24 FY25
Revenue from operations 263.60 351.54 379.27
Cost of materials consumed 200.81 237.49 266.65
Gross profit 62.79 114.05 112.62
Gross margin 23.8% 32.4% 29.7%
Employee cost 9.26 16.99 26.08
Other operating expenses 8.71 8.59 6.85
Other expenses (incl. commission) 56.79 70.25 68.72
Reported EBITDA (PBT + finance costs + depreciation) (11.97) 18.22 10.97
Reported EBITDA margin (4.5%) 5.2% 2.9%
Add: promoter remuneration — — 42.00
Adjusted EBITDA — — 52.97
Adjusted EBITDA margin — — 14.0%
Finance costs 0.44 4.91 7.98
Depreciation 0.01 0.09 0.24
Profit / (loss) before tax (12.41) 13.23 2.77
Profit / (loss) after tax (12.41) 13.03 2.02
EBITDA is derived as revenue less cost of materials, employee cost, other operating expenses and other expenses; it is not a reported line in the audited accounts. FY25 reported EBITDA reconciles as PBT ₹2.77 L + finance costs ₹7.98 L + depreciation ₹0.24 L. FY25 adjusted EBITDA adds back promoter remuneration of ₹42.00 L; no adjustment has been made for FY23 or FY24. Figures rounded; a rounding difference of up to ₹0.02 L may appear against the audited totals.
05

Working capital & inventory cycle

As a distribution business, the company's economics turn on how quickly it collects from customers relative to how quickly it pays suppliers, and how much stock it needs to hold in between.

Working-capital days, FY23–FY25
Debtor, inventory and creditor days derived from year-end balances against annual revenue/COGS
Debtor days Inventory days Creditor days
0 35 70 105 FY23 FY24 FY25
Table view — see panel below. Cash-conversion cycle = debtor days + inventory days − creditor days.
Working-capital days and cash-conversion cycle
Particulars FY23 FY24 FY25
Debtor days 103.5 110.6 42.9
Inventory days 10.6 2.0 31.4
Creditor days 125.6 101.1 92.6
Cash-conversion cycle (11.5) 11.4 (18.3)
Negative = supplier credit exceeds customer credit plus inventory funding requirement. The cycle has swung sign in two of the three years shown and should not be treated as a stable feature of the model.

Inventory rose sharply in FY25 (to ₹22.94 L from ₹1.27 L) alongside the shorter debtor cycle, consistent with the company holding stock against orders rather than a change in product mix; the tax-audit quantitative schedule shows closing stock of roughly 15,500 kg across twelve product lines, none individually dominant.

06

Supplier agreements & territory rights

Company materials reference distribution or technical-collaboration relationships with several principal manufacturers, both domestic and overseas, across the three industries served.

Evidenced supplier concentration. Tax-collected-at-source records in the FY25 tax audit imply that purchases from a single domestic principal accounted for roughly 57% of FY25 cost of materials consumed (Supplier Group A). This is the most concrete supplier fact available and should anchor diligence on supply continuity, pricing and exclusivity.

Unevidenced claims. Company materials also describe relationships with overseas principals across the Middle East and Europe. No import transaction, foreign-currency payment or overseas remittance appears anywhere in the FY23–FY25 audited accounts or the FY25 tax audit report. These relationships, if they exist, are not reflected in the company's own books as reviewed and should be verified directly with the relevant principal before being relied upon.

Supply base, as evidenced

 
Supplier Group A (domestic)~57% of FY25 material cost
All other identified suppliers~43% of FY25 material cost
GST-unregistered vendor spend, FY25~18% of total expenditure
Import transactions, FY23–FY25Nil recorded

What diligence should obtain

Written distribution/territory agreements for every principal referenced in company materials, including exclusivity, minimum purchase commitments, termination and change-of-control clauses — none were made available for this document.

07

Customer mix & concentration

Customers are process-industry mills and distilleries that place recurring orders against enzyme and chemical consumption norms rather than one-off purchases. A repeat order is typically triggered by production throughput, not by a discrete project.

Customer concentration, FY25 (only year with account-level data available)
Share of FY25 revenue by named account, from TDS-on-purchase (s.194Q) records in the tax audit report
Customer A Customer B Customers C+D All other customers
0% 50% 100% FY25
Table view — see below. Only one year of account-level customer data is available; a multi-year concentration trend and a movement/waterfall chart cannot be built from the documents provided and are not estimated.
Named accounts, FY25 (coded; key held internally, released on NDA)
Customer Segment FY25 revenue (₹ L) % of FY25 revenue
Customer A Paper 69.82 18.4%
Customer B Sugar 57.80 15.2%
Customer C Paper 8.06 2.1%
Customer D Paper (kraft) 0.73 0.2%
Total, named accounts — 136.40 36.0%
All other customers Various, unidentified below TDS threshold 242.87 64.0%
Revenue, FY25 — 379.27 100.0%
Named accounts are those on which a customer deducted TDS under s.194Q of the Income-tax Act (purchases above ₹50 L in the year) and so are individually identifiable in the FY25 tax audit report; no other customer-level ledger was made available. Two of four named accounts (A, C, D) sit in the paper segment.

The base, in numbers

 
Largest single account (Customer A)18.4% of FY25 revenue
Top 2 accounts (A+B)33.6% of FY25 revenue
Top 4 named accounts36.0% of FY25 revenue
Unidentified accounts64.0% of FY25 revenue, count not disclosed
Multi-year account historyNot available — see footnote above

Concentration in the identifiable base is moderate (top two accounts under 34%), but nearly two-thirds of revenue has no account-level visibility in the documents reviewed. A buyer should treat customer concentration as genuinely unknown, not as confirmed-low, until a full account-level ledger is produced in the data room.

08

Financial snapshot

Revenue by year (₹ Lakh)
0 100 200 300 400 263.6 FY23 351.5 FY24 379.3 FY25
Table view — see the revenue row in section 04's structure table.

Balance sheet, ₹ Lakh

 
Net worth(9.41) / 3.62 / 5.64
Short-term borrowings61.47 / 104.77 / 55.46
Trade payables69.08 / 65.76 / 67.64
Trade receivables74.74 / 106.48 / 44.52
Inventory5.82 / 1.27 / 22.94
Cash & equivalents40.92 / 53.19 / 15.95
Balance sheet total122.96 / 177.94 / 131.31

Company-computed ratios (FY24 vs FY25)

 
Current ratio~1.01x → ~1.02x
Debt-equity ratio~29.0x → ~9.8x
Return on equity(449.6%) → 43.7%
Net profit margin3.7% → 0.5%

Columns above read FY23 / FY24 / FY25 unless stated otherwise. The apparent improvement in debt-equity and return-on-equity between FY24 and FY25 is driven substantially by the very small equity base (₹3.62–5.64 L) rather than by a change in absolute debt or absolute profit — see the figures above.

Weakest metric. Net worth is ₹5.64 L at FY25 close, against a balance sheet of ₹131.31 L — the business is thinly capitalised and working-capital funding (short-term bank and NBFC borrowing, and historically promoter loans) does the work that equity would otherwise do.

09

Management & organisation

The company has been run by a small promoter-director group since incorporation, with sales substantially channelled through the same group under a commission arrangement.

Anonymised role summary, as at FY25 year-end
Role Function FY25 shareholding
Promoter-Director (1) Overall leadership; largest individual commission recipient 50%
Promoter-Director (2) Operations; second commission recipient 50%
Promoter-Director (3), exited during FY25 Held equal one-third stake to Dec-2024, then divested in full 0% by FY25 close
Board composition changed further after the FY25 year-end (one further director exit and two new director inductions) and is not reflected in the table above, which is drawn from the audited FY25 shareholding note.

Key-man and governance note. The company is closely held and the promoter group is also its de facto sales channel, paid by commission rather than fixed salary. A buyer should expect to negotiate a post-completion arrangement — employment, consultancy or transition services — with the continuing promoters, and should obtain a current, independently verified shareholding and board register before signing, given the changes that occurred both during and after FY25.

10

M&A proposition

The promoters are exploring a full strategic sale of the company's equity.

~20%
Why now — growth

Two-year revenue CAGR to FY25, achieved without material capex, on an asset-light base.

3
Why now — diversification

Process industries served, reducing exposure to any single sector's investment cycle.

Platform
Why now — adjacency

Existing principal and technical-service relationships offer a base for expansion into adjacent industrial-chemical categories under a better-capitalised owner.

Buyer profile

A trade buyer already serving paper, sugar or distillery process chemicals, looking to add a distribution and applications-support front end in South India; or a financial buyer building a platform for consolidation among regional specialty-chemical distributors.

Transaction parameters

 
StructureShare sale, 100% of equity
BasisCash-free, debt-free, subject to normalised working capital
Latest audited yearFY25 (year ended 31 Mar 2025)
FY25 revenue₹3.79 Cr
FY25 reported EBITDA (derived)₹0.11 Cr (2.9%)
FY25 adjusted EBITDA₹0.53 Cr (14.0%)
FY25 net worth₹0.06 Cr
FY25 net debt₹0.40 Cr
Related-party commission, FY25₹0.50 Cr (13.2% of revenue)

Value-creation levers

Formalise principal distribution and territory agreements in writing; broaden the customer base beyond the four accounts currently identifiable; convert promoter commission into a market-rate, capped cost structure; and replace promoter working-capital support with a proper trade-finance facility.

Use of proceeds. Management has indicated this is intended as a full exit; no post-completion reinvestment or rollover commitment has been confirmed and should be tested directly at the management meeting.

11

Process & next steps

Interested parties should follow the steps below. The coded customer key in section 07 and detailed management accounts are released only after NDA execution.

STEP 1
NDA & data release
Execute NDA; receive the customer key and management accounts
STEP 2
Management meeting
Meeting with the promoter group and a site visit
STEP 3
Confirmatory diligence
Financial, tax and legal due diligence
STEP 4
Offer & documentation
Binding offer, then definitive agreement

For introductions, contact the deal team at CA Dhiraj Ostwal & Co., Transaction Advisory, currently handling this mandate.

This document has been prepared by CA Dhiraj Ostwal & Co. (Transaction Advisory) at the request of, and using information supplied by, the company referred to herein as "Project Spark" and its promoters. It is circulated on a strictly confidential, blind, pre-NDA basis for the sole purpose of enabling a recipient to decide whether to pursue further interest in a possible transaction, and does not constitute an offer, invitation or recommendation to buy or sell any security or business. The information has not been independently verified beyond the cross-checks described in this document, and no representation or warranty, express or implied, is given as to its accuracy or completeness. Recipients must conduct their own independent investigation and must not rely on this document as a substitute for that investigation. Neither the company, its promoters, nor CA Dhiraj Ostwal & Co. accepts any liability for any loss arising from any use of, or reliance on, this document. This document must not be copied, reproduced or distributed, in whole or in part, without prior written consent, and must be returned or destroyed on request.

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