Information Memorandum

Precision Sheet Metal Manufacturing Enterprise

Leading Manufacturer serving EV, Automotive & Industrial Sectors
Bangalore, Karnataka, India

Important Notice: This document contains confidential and proprietary information intended solely for authorized recipients. Unauthorized distribution, reproduction, or disclosure is strictly prohibited.

Date of Issue: December 2025 | Prepared by: CA Dhiraj Ostwal & Co

Historical Revenue Comparison (₹ Lakhs)

Fiscal Year	Revenue	Growth Rate	Context
FY 2019-20	1586	-	Pre-COVID baseline
FY 2020-21	1736	+9.5%	COVID impact year
FY 2021-22	2710	+56.1%	Recovery + Pvt Ltd conversion
FY 2022-23	4201	+55%	EV components started
FY 2023-24	3976	-5.4%	EV transition period
FY 2024-25 (Actual)	5615	41.2%	₹5000 Lakhs milestone achieved
FY 2025-26 (Projected)	7436	+32.5%	Based on Apr-Oct actuals

5-Year CAGR (FY20 to FY25E): ~28.7% compound annual growth rate from FY 2020 to 2025, This exceptional growth significantly outpaces Indian manufacturing sector (~8-10% CAGR) and automotive sector (~12-15% CAGR), demonstrating company's successful strategic positioning in high-growth EV segment.

Organizational Overview

Year of Establishment: 1994 (31 years of continuous operations)

Founder & Leadership: Established by an engineering graduate with MBA credentials, bringing technical expertise combined with business acumen

Corporate Structure: Private Limited Company (converted from proprietorship in 2021, reflecting maturity and growth trajectory)

Current Workforce: 350+ employees (grown from initial 10 employees in 1994, representing 35x expansion)

Geographic Location: Bangalore, Karnataka, India

Quality Certifications: ISO 9001:2015 (Quality Management Systems), IATF 16949:2016 (Automotive Quality Management, certified in 2024)

Historical Evolution & Key Milestones

Year	Milestone & Strategic Development
1994	Company founded by a fresh engineering graduate with 6 mechanical presses in rented facility. Initial focus on home appliances and electrical accessories manufacturing, serving local Bangalore market.
2000	Major milestone achieved: Purchase of first owned manufacturing facility, enabling operational independence and long-term strategic planning. Expanded customer base to include furniture and electronics industries.
2008	Significant capacity expansion through purchase of C-Type industrial shed in Doddaballapura. Strategic diversification into furnishing and electronics industry components manufacturing. Additional facility acquired with increased machinery to serve automotive industry requirements.
2011	Purchased additional A-Type shed in Doddaballapura, enabling accommodation of variety of volume products and installation of higher tonnage machinery. Demonstrated commitment to capacity building and market expansion.
2015	Strategic consolidation: Acquired adjacent A-Type shed and consolidated all manufacturing operations into single integrated location totaling 20,000 sq ft in KSSIDC Industrial Estate, Doddaballapura. This consolidation improved operational efficiency, reduced logistics complexity, and enhanced quality control.
2018	Major equipment upgrade: Addition of 250-ton press machine (largest capacity) and multiple higher tonnage presses. This investment enabled company to bid for larger, more complex components and enter premium automotive supply chains.
2021	Corporate transformation: Conversion from proprietorship to Private Limited Company structure. This change improved corporate governance, enhanced credibility with larger customers, and positioned company for institutional investment and potential future exits.
2022	Strategic pivot: Commenced volume production of electric vehicle components, particularly for 2-wheeler EV segment. This decision proved transformational, positioning company at forefront of India's EV revolution and driving accelerated revenue growth.
2023	Dual achievement: (1) Acquired additional 20,000 sq ft space in same industrial area for future expansion, demonstrating confidence in growth trajectory.
2024	(1) Reached significant financial milestone of ₹5000 Lakhs annual turnover, validating strategic direction and execution excellence. (2) Quality certification milestone: Achieved IATF 16949:2016 certification, the global quality management standard for automotive industry suppliers. This certification opens doors to tier-1 automotive OEMs globally and validates world-class manufacturing processes.

Vision, Mission & Quality Philosophy

Company Vision

"To be the preferred source by the customer by exceeding their expectation in Quality, Cost and Delivery, and to provide a healthy environment to foster growth and improve the quality of life for its employees."

Mission Statement

Ensure "0 PPM" (Zero Parts Per Million defects) in quality and achieve 100% Delivery Rating across all customer engagements.

Quality Policy

"Our organization satisfies the customer by supply of quality products at optimum cost and on time through risk analysis, continual improvement, and involvement of all stakeholders with effective Quality, Cost and Delivery Management Systems."

Core Business Description

The company operates as a specialized precision sheet metal manufacturing enterprise, focusing on pressed parts production with comprehensive value-added services. The business model centers on providing complete manufacturing solutions from raw material procurement and metal forming through surface treatment, assembly, and final quality inspection enabling customers to outsource their entire component manufacturing requirements to a single reliable supplier.

The manufacturing process begins with sheet metal procurement (steel, copper, aluminum, brass) in various gauges from 0.1mm to 12mm thickness. These materials are then processed through the company's extensive press shop containing 37 machines with capacities ranging from 10 tons to 250 tons. This diverse press capacity enables the company to manufacture components across a wide size spectrum from small precision parts requiring delicate handling to large structural components demanding significant force. The flexibility to handle multiple material types and thicknesses positions the company as a versatile supplier capable of serving diverse industries with varying technical requirements.

Manufacturing Capabilities - Detailed Breakdown

Press Shop Infrastructure (37 Total Units)

Equipment Type	Qty	Capacity & Application
250 Ton Press	1	Heavy-duty operations for large structural components, chassis parts, and thick gauge materials. Represents company's highest capacity and capability to serve demanding automotive and industrial applications.
160 Ton Press	3	Medium-heavy pressing operations for automotive body panels, industrial equipment housings, and medium-thickness structural components. Provides redundancy and capacity for high-volume medium-duty work.
150 Ton Press	1	Workhorse machines for medium-capacity operations. Used extensively for automotive components, appliance parts, and general industrial manufacturing. Multiple units enable parallel production runs and reduced bottlenecks.
110 Ton Press	7	Workhorse machines for medium-capacity operations. Used extensively for automotive components, appliance parts, and general industrial manufacturing. Multiple units enable parallel production runs and reduced bottlenecks.
100 Ton Press	1	Medium-capacity general-purpose press for diverse component manufacturing across multiple industries.
63 Ton Press	13	Light to medium operations representing company's highest unit count. These machines handle high-volume production of smaller components, brackets, mounts, and precision parts. The large number enables massive parallel production capacity for volume orders.
50 Ton Press	3	Light-medium capacity operations for smaller components, consumer product parts, and electronics industry manufacturing.
40 Ton Press	1	Light-medium capacity operations for smaller components, consumer product parts, and electronics industry manufacturing.
30 Ton Press	2	Light-medium capacity operations for smaller components, consumer product parts, and electronics industry manufacturing.
20 Ton Press	3	Light-medium capacity operations for smaller components, consumer product parts, and electronics industry manufacturing.
10 Ton Press	2	Specialized lower-capacity presses for delicate operations, small precision parts, and prototype development. Enables company to serve small-batch and custom manufacturing requirements.
TOTAL PRESS CAPACITY		37 Units spanning 10 ton to 250 ton range

Value-Added Manufacturing Services

Welding & Joining Operations

Spot Welding: High-speed resistance welding for sheet metal assemblies

MIG Welding: Metal Inert Gas welding for strong, clean joints

CO2 Welding: Cost-effective welding for structural components

Robotic Welding: 3 newly installed robots for automated, consistent quality welding operations

Surface Treatment & Finishing

Linishing: Belt grinding for smooth surface finishing

Surface Grinding: Precision grinding for tight tolerances

Barrelling/Vibro Finishing: Automated deburring and surface smoothing using ceramic media

External Partnerships: Dedicated vendor base for plating, powder coating, and specialized surface treatments

Complete Manufacturing Value Chain

1. Raw Material Procurement & Management

The company has established a robust dual-sourcing strategy for raw materials, maintaining relationships with multiple approved suppliers for each material category. This approach mitigates supply chain risks and ensures competitive pricing through healthy supplier competition. The procurement team works closely with dedicated vendors for steel, copper, aluminum, and brass sheets in various gauges. Materials are sourced based on customer specifications and stored in organized inventory systems ensuring traceability from receipt through final component delivery. The company maintains an in-house shearing facility enabling cost-effective cutting of large sheets into required sizes, reducing material waste and procurement costs.

2. Tool Design, Development & Maintenance

Manufacturing dies and tooling represent critical assets in precision metal forming. The company works with dedicated external tool manufacturers for new tool development while maintaining a comprehensive in-house tool maintenance department. This team of specialized technicians performs preventive maintenance, repairs, and modifications on all pressing dies. A dedicated tool storage area with organized inventory management ensures tools are properly maintained, easily accessible, and their usage history is tracked for optimal lifecycle management. Plans are underway to establish an in-house tool room, which would reduce lead times for tool modifications and provide greater control over this critical manufacturing input.

3. Press Operations & Quality Control

Setup & First Article Inspection: Each production run begins with careful press setup, tool installation, and initial sample production. First articles are inspected against engineering drawings and customer specifications before volume production commences.

In-Process Quality Monitoring: Dedicated quality personnel perform periodic inspections throughout production runs. Statistical process control techniques ensure consistent output and early detection of any process variations.

Production Planning: Daily 10 AM status review and planning meetings ensure all departments are aligned. Production schedules are optimized based on customer priorities, machine availability, and material flow.

Machine Utilization: The company achieves exceptional Overall Equipment Effectiveness (OEE) averaging 92%, significantly above world-class manufacturing benchmarks of 85%. This reflects excellent maintenance practices, minimal downtime, and efficient production planning.

4. Assembly Line Operations

The company operates dedicated assembly cells with specialized manpower focused on component assembly and sub-assembly integration. These cells are configured based on customer-specific requirements and can be quickly reconfigured for different products. Assembly operations include mechanical fastening, welding, adhesive bonding, and installation of purchased components. Dedicated assembly teams develop deep expertise in specific customer products, improving efficiency and quality over time. The assembly line approach enables the company to deliver complete, ready-to-install assemblies rather than just individual stamped parts, providing greater value to customers and commanding premium pricing.

5. Final Inspection & Quality Assurance

100% Finished Goods Inspection: Unlike many manufacturers who employ sample-based inspection, this company inspects 100% of finished goods before dispatch. This zero-defect approach, while labor-intensive, has earned exceptional customer trust and minimal field failures.

Customer-Specific Inspection Teams: For major customers, dedicated inspection teams are assigned who become intimately familiar with specific customer requirements, reducing inspection time while maintaining thoroughness.

Quality Documentation: Complete inspection records, measurement data, and material certificates are maintained and provided to customers, supporting their own quality management systems and regulatory compliance.

Non-Conformance Management: Any parts failing final inspection are immediately segregated, analyzed for root cause, and either reworked (if possible) or scrapped. This data feeds back to production for continuous improvement.

Supporting Infrastructure & Capabilities

Equipment/Facility	Capability & Strategic Value
Shearing Machine	In-house cutting of large sheets into required sizes. Reduces raw material costs by enabling bulk purchasing of standard sizes. Provides quick response for prototype and small-batch requirements without dependency on external cutting services.
Tapping Machines	Thread cutting operations for components requiring threaded holes. In-house capability eliminates outsourcing delays and costs, enables better quality control of critical threaded features.
Vibro Finishing (Barrelling)	Automated deburring and surface smoothing using ceramic media in rotating barrels. Provides consistent edge treatment and surface finish across high-volume production. More reliable and cost-effective than manual deburring.
Quality Inspection Room	Sound-proof, temperature-controlled dedicated space for precision measurement and inspection. The controlled environment ensures accurate, repeatable measurements critical for automotive quality standards.
Conference & Training Rooms	Professional spaces for customer meetings, supplier discussions, and employee training programs. Dedicated training room supports continuous skill development initiatives essential for maintaining quality and efficiency.

Logistics & Distribution Management

The company maintains a dedicated logistics team responsible for coordinating inbound raw materials and outbound finished goods shipments. Daily route planning optimizes delivery schedules based on customer priorities and geographic clustering. The company owns several transport vehicles with trained drivers, providing reliable delivery for critical customers and reducing dependency on external logistics providers. For larger shipments, the company has established long-standing relationships with reputable transport agencies ensuring reliable, damage-free delivery. Real-time tracking and proactive communication keep customers informed of shipment status. For customers providing their own pickup services, the logistics team ensures parts are ready for scheduled pickup times with proper packaging and documentation.

Profit & Loss Statement - Detailed Analysis (₹ in Lakhs)

Particulars	FY 2023-24	FY 2024-25
REVENUE STREAMS
Revenue from Operations	3,948.31	5,554.36
Other Income (Interest, misc)	28.38	60.80
Total Income	3,976.69	5,615.16
EXPENDITURE
Cost of Materials Consumed	2,273.05	3,401.82
Purchases of Stock in Trade	-	-
Changes in Inventory (WIP & FG)	(14.00)	(77.00)
Employee Benefit Expenses	503.65	644.54
Financial Costs (Interest)	10.80	24.23
Depreciation & Amortization	73.99	54.53
Other Expenses	449.81	805.84
Total Expenses	3,297.16	4,854.37
Profit/(Loss) Before Tax	679.53	760.79
Tax Expenses (Current + Deferred)	176.66	209.51
Profit/(Loss) After Tax (PAT)	502.87	551.58

EBITDA Calculation & Adjustments

Particulars	FY 2023-24 (₹ Lakhs)	% of Revenue	FY 2024-25 (₹ Lakhs)	% of Revenue
Profit After Tax (PAT)	503	12.74%	552	9.93%
Add: Tax Expenses	178	-	209	-
Profit Before Tax (PBT)	681	17.24%	761	13.70%
Add: Depreciation & Amortization	74	-	55	-
Add: Financial Costs (Interest)	9	-	24	-
EBITDA (Reported)	764	19.35%	840	15.12%
ADJUSTMENTS FOR NORMALIZED EBITDA
Add: Rent Paid (Promoter-owned facilities; cost will be eliminated post-acquisition as real estate is included in transaction)	96	2.43%	144	2.59%
Add: Directors' Remuneration	188	4.76%	206	3.71%
Adjusted EBITDA	1048	26.54%	1189	21.41%

EBITDA Adjustment Rationale

Rent Adjustment (₹144 Lakhs): Since land and buildings are INCLUDED in the transaction, the current rent expense (paid to promoter-owned entities) will be eliminated post-acquisition. Adding back current rent provides clearer picture of operational profitability. Current rent of ₹144 Lakhs annually represents approximately 2.59% of revenue and ₹12 lakhs monthly across all three facilities. Current rent expense will cease post-transaction as ownership/control of the facilities will be transferred to the buyer.

Directors' Remuneration (₹206 Lakhs): Current directors' compensation of ₹206 Lakhs annually may not represent market-rate professional management costs post-acquisition. If buyer has existing management infrastructure or plans to hire professional CEO/COO, actual management costs might differ. Adding back allows buyer to model appropriate management structure and costs. Note that this doesn't mean the business requires no management rather, buyer should budget appropriate management costs based on their operational model.

Adjusted EBITDA Interpretation: The adjusted EBITDA of ₹1189 Lakhs (21.41% margin) represents the "true" operational profitability before ownership-specific items. This is the appropriate metric for valuation purposes and comparing against industry benchmarks. At 21.41% adjusted EBITDA margin, the company performs well against manufacturing sector norms (typically 15-20%) and demonstrates operational efficiency.

Key Financial Ratios & Metrics

Profitability Ratios

Gross Profit Margin: ~38.75% (calculated from monthly data)

EBITDA Margin: 15.12% (reported) / 21.41% (adjusted)

PBT Margin: 13.70%

PAT Margin: 9.93%

Return on Equity (ROE): 30.57% (excellent)

Liquidity Ratios

Current Ratio: 2.20 (healthy, above 2.0 benchmark)

Quick Ratio: 1.05 (liquidity)

Cash Ratio: 0.034 (cash position)

Working Capital: ₹244 Lakhs (sufficient for operations)

Leverage Ratios

Debt-to-Equity: 0.22 (conservative leverage)

Debt-to-Assets: 0.176 (low financial risk)

Interest Coverage: 34.65x (very strong)

Total Debt: ₹389 Lakhs (only short-term borrowings)

Efficiency Ratios

Asset Turnover: 2.18x (efficient asset utilization)

Receivables Days: ~57 days (reasonable for B2B)

Inventory Days: ~20 days (lean inventory)

Payables Days: ~33 days (good vendor terms)

Month-by-Month Performance Analysis (7 Months)

Month	Sales (₹ Lakhs)	Purchase (₹ Lakhs)
April 2025	537.79	304.79
May 2025	560.37	397.80
June 2025	608.48	254.40
July 2025	570.03	429.82
August 2025	610.26	426.10
September 2025	782.40	464.68
October 2025	668.08	379.50
TOTAL (7 Months)	4,337.41	2,657.09
Monthly Average	619.63	379.58

Executive Summary: A Compelling Acquisition Opportunity

This Information Memorandum presents a unique acquisition opportunity for investors seeking exposure to India's rapidly expanding Electric Vehicle (EV) manufacturing sector through the purchase of a well-established, operationally excellent sheet metal manufacturing enterprise. Founded in 1994 by an engineering graduate with MBA credentials, this company has evolved over three decades from a modest 6-press operation serving home appliances to become a strategically positioned supplier to India's leading EV manufacturers, automotive OEMs, and industrial equipment companies.

The company specializes in precision sheet metal pressed parts manufacturing, offering comprehensive solutions from initial metal forming through final assembly. With capabilities spanning material thickness from 0.1mm to 12mm across multiple metals (steel, copper, aluminum, brass), and press capacity ranging from 10 tons to 250 tons, the business has positioned itself as a one-stop manufacturing solution provider. The strategic pivot toward electric vehicle components, initiated in 2022, has proven highly successful, with EV-related business now representing 56.3% of total revenue positioning the company at the forefront of India's automotive transformation.

The transaction encompasses the complete operating business and the real estate assets from which it operates, with a single enterprise value of ₹9000 Lakhs. Financial performance demonstrates strong momentum with FY 2024-25 revenue reaching ₹5615 Lakhs (41.2% year-over-year growth) and profit after tax of ₹552 Lakhs. The company has achieved a remarkable 4.7x revenue multiplication over the past five years, representing a compound annual growth rate (CAGR) of 36.2% significantly outpacing traditional manufacturing sector growth. Current fiscal year trajectory (April-October 2025) suggests continued acceleration with projected annual revenue of ₹7436 Lakhs, representing an additional 32.5% growth.

Top Customer Analysis (FY 2024-25)

Customer Name	Revenue Share	Industry Sector	Relationship Details
Ather Energy Pvt Ltd	50.1%	EV 2-Wheeler OEM	Leading electric scooter manufacturer, backed by Hero MotoCorp and Tiger Global. Supplies pressed metal components for chassis, body panels, and structural parts for Ather 450 series scooters. Long-term relationship with consistent volume growth.
Ultraviolette Automotive	Part of 6.2%	EV 2-Wheeler (Premium)	Premium electric motorcycle manufacturer (F77 model). Supplies precision components for high-performance electric motorcycles. Represents entry into premium EV segment with higher ASPs.
River (formerly Revolt)	Part of 6.2%	EV 2-Wheeler OEM	Growing electric scooter brand targeting middle-income segment. Components for scooter chassis and body.
Simple Energy	Part of 6.2%	EV 2-Wheeler OEM	Bangalore-based EV startup. Supplies components for Simple One electric scooter. Local customer enabling responsive service.
Mahindra & Mahindra Ltd	6.0%	Automotive OEM (Diversified)	Major Indian automotive conglomerate. Supplies components for tractors, utility vehicles, and electric vehicle initiatives. Provides diversification from pure-play EV exposure.
Trelleborg India Pvt Ltd	5.5%	Industrial Sealing Solutions	Global industrial components manufacturer. Supplies precision metal parts for industrial sealing systems and specialized equipment. Represents industrial sector diversification.
Kirloskar Toyota Textile Machinery	5.0%	OEM Machinery	Joint venture between Kirloskar and Toyota for textile machinery. Supplies components for industrial textile equipment. Long-standing relationship demonstrating customer retention.
Wipro Enterprises Ltd	4.9%	Consumer Durables	Wipro's consumer products division (lighting, furniture). Supplies metal components for LED fixtures and furniture hardware. Provides consumer goods sector exposure.
IFB Automotive Pvt Ltd	3.8%	Automotive Tier-II	Automotive components supplier. Company serves as tier-2/tier-3 supplier providing components that IFB integrates into larger assemblies for automotive OEMs.
Komatsu India Pvt Ltd	2.9%	Construction Equipment	Global construction equipment manufacturer. Supplies components for earthmoving equipment, excavators, and construction machinery. Exposure to infrastructure sector.
Others (15+ customers)	15.6%	Diversified	Includes Ajax Engineering, AUMA, Centum, Featherlite, L&T Construction, Madras Radiators, and others across furniture, construction, electronics, and industrial sectors.

Statement of Financial Position (₹ in Lakhs)

Particulars	31-Mar-2024	31-Mar-2025
EQUITY & LIABILITIES
Shareholders' Funds
Share Capital	1.00	1.00
Reserves & Surplus	1,255.03	1,806.61
Total Shareholders' Funds	1,256.03	1,807.61

Non-Current Liabilities	34.20	64.62

Current Liabilities
Short-term Borrowings	146.93	388.88
Trade Payables	236.29	310.29
Other Current Liabilities	259.60	432.28
Total Current Liabilities	642.82	1,131.45
TOTAL EQUITY & LIABILITIES	1,933.05	3,003.68

ASSETS
Non-Current Assets
Property, Plant & Equipment	278.49	327.11
Other Non-Current Assets	165.92	185.97
Total Non-Current Assets	444.41	513.08

Current Assets
Inventories	48.85	188.09
Trade Receivables	556.20	864.16
Cash & Cash Equivalents	655.40	1,153.83
Short-term Loans & Advances	227.31	283.24
Other Current Assets	0.87	1.28
Total Current Assets	1,488.63	2,490.60
TOTAL ASSETS	1,933.04	3,003.68

Overall Equipment Effectiveness (OEE) - FY 2024-25

Overall Equipment Effectiveness (OEE) is the gold standard for measuring manufacturing productivity, combining availability, performance, and quality into a single metric. World-class manufacturing targets OEE of 85%+, with average manufacturing at 60-75%. This company consistently exceeds world-class standards.

Month	OEE %	vs World Class (85%)	Performance Rating
April 2024	80.14%	-4.86%	Good
May 2024	78.79%	-6.21%	Good
June 2024	89.70%	+4.70%	World Class
July 2024	90.61%	+5.61%	World Class
August 2024	98.33%	+13.33%	Outstanding
September 2024	97.80%	+12.80%	Outstanding
October 2024	97.95%	+12.95%	Outstanding
November 2024	97.55%	+12.55%	Outstanding
December 2024	97.89%	+12.89%	Outstanding
January 2025	97.35%	+12.35%	Outstanding
February 2025	94.84%	+9.84%	World Class
March 2025	83.64%	-1.36%	Good
AVERAGE FY 2024-25	92.05%	+7.05%	Exceptional

Quality Metrics - Parts Per Million (PPM)

PPM (Parts Per Million) measures defect rates the number of defective parts per million produced or received. Lower PPM indicates better quality. Automotive industry generally targets <100 PPM for customer returns.

Metric	Sep-24	Oct-24	Nov-24	Dec-24	Jan-25	Target
Customer PPM (Defects reported by customers)	335	167	298	284	68	100
Supplier PPM (Defects in received materials)	61	87	982	474	774	200
In-House Rejection PPM (Internal defect detection)	386	403	248	560	251	250

Cost of Poor Quality (COPQ) - Improvement Opportunity

Month	COPQ (₹)	Target (₹)	Excess Cost
September 2024	71,495	20,000	51,495
October 2024	1,21,765		1,01,765
November 2024	1,40,095		1,20,095
December 2024	1,86,293		1,66,293
January 2025	2,32,843		2,12,843
February 2025	1,22,103		1,02,103
Monthly Average	1,45,766	20,000	1,25,766

Safety Performance

Workplace Safety Status (as of April 2025)

Safety Target: Zero accidents (OSHA-recordable incidents)

Current Status: 4 months accident-free since last incident

Last Accident Date: December 25, 2024 (Shop Floor)

Safety Tracking: Detailed monthly monitoring maintained for past 3 years with visual management boards

Safety Culture: Company maintains active safety program with: regular safety training sessions, monthly safety committee meetings, near-miss reporting system, PPE enforcement, machine guarding compliance, and emergency response drills. The December 2024 incident was investigated with corrective actions implemented. While zero accidents is the ideal, manufacturing environments inherently carry risks 4 months accident-free following an incident suggests effective corrective action. Buyer should review: accident history trends over 3 years, nature and severity of past incidents, worker compensation insurance costs and claims, and OSHA/regulatory compliance status.

Workforce Overview & Structure

Total Workforce

350+

Employees across all functions

35x growth from 10 in 1994

Annual Employee Cost

₹6.45 Cr

FY 2024-25 total compensation

+28% YoY growth

Average Cost per Employee

₹18,429

Monthly per employee

₹2.21 lakhs annually

Estimated Breakdown

Shop Floor: ~280 (80%)

Quality/Engg: ~35 (10%)

Support Staff: ~35 (10%)

Organizational Structure - Key Departments

Department	Est. Size	Responsibilities & Capabilities
Production/Press Shop	~200	Press operators, setup technicians, material handlers. Operate 37 press machines across three shifts. Key skills: die setup, press operation, basic maintenance, safety protocols. Organized into cells based on press tonnage and product families.
Assembly Department	~40	Dedicated assembly cells for customer-specific products. Skills: mechanical assembly, welding (spot/MIG/CO2), torque control, component integration. Particularly important for EV component assemblies requiring multiple sub-parts integration.
Quality Control	~35	Inward inspection (raw materials/purchased parts), in-process inspection (production monitoring), final inspection (100% FG check), customer-specific inspection teams. Skills: measurement equipment operation, blueprint reading, statistical analysis. Critical for automotive quality requirements.
Tool Maintenance	~20	Die maintenance and repair, preventive maintenance on presses, troubleshooting. Skills: tool and die making, welding/metal repair, precision grinding, measuring. Ensures minimal downtime and consistent part quality.
Machine Maintenance	~15	Press maintenance and repair, hydraulic/pneumatic systems, electrical troubleshooting, preventive maintenance programs. Critical for maintaining 92% OEE. Dedicated team prevents production interruptions.
Logistics/Stores	~15	Material receipt and storage, production material issue, finished goods warehousing, shipment coordination, inventory management, vehicle drivers. Ensures material flow doesn't constrain production.
Engineering/Technical	~10	Process engineering, new product development support, customer technical interface, production planning. Bridge between customer requirements and shop floor execution.
Admin/Finance/HR	~15	Financial management, HR administration, payroll, compliance, customer invoicing, supplier payments. Founder/director involvement in strategic decisions, professional staff handling day-to-day operations.

Employee Retention & Welfare Programs

The company has implemented comprehensive employee welfare programs demonstrating long-term commitment to workforce. These programs drive employee retention, reduce turnover costs, and build organizational loyalty.

Program	Details & Benefits
Annual Profit-Sharing Bonus	Distributed at end of each financial year based on company profitability and individual performance. Amount decided by management based on results. Creates ownership mentality employees benefit directly from company success. Particularly important for retention of skilled workers in competitive labor market.
Festival & Occasion Gifts	Multiple gifting occasions throughout year: New Year, Dusshera, Deepavali (major Hindu festival), employee birthdays, marriage gifts, birth of first child. Builds emotional connection beyond transactional employment. Culturally appropriate for Indian workforce where festivals and family occasions hold high importance.
Children's Higher Education Fund	Innovative Long-term Benefit: Company saves ₹500 per child per month for maximum 2 children per employee. Funds accumulated in separate accounts and disbursed when child completes matriculation (10th grade) and enrolls in higher education/college. Impact: For employee with 2 children over 10-year period, this accumulates to ₹1.2 lakhs per child significant amount for lower/middle-income families. Creates powerful long-term retention incentive (employees unlikely to leave while children are in school as they'd forfeit accumulated benefits). Demonstrates company's genuine investment in employees' families beyond just wages.
Festival Celebrations (Company-Wide)	Gandhi Jayanti (Oct 2), Independence Day (Aug 15), Ganesh Chaturthi (September), Karnataka Rajyotsava (Nov 1 - state formation day), Deepavali. Creates community atmosphere, breaks routine, shows respect for cultural/regional identity. Important for workforce morale and sense of belonging.
Training & Development	Continuous skill development programs, on-the-job training, technical certifications support, quality management training. Dedicated training room for structured programs. Ensures workforce capabilities keep pace with technological advancements and customer quality requirements.

Employee Retention Impact & Valuation Relevance

Lower Turnover = Lower Costs: Manufacturing businesses typically see 20-40% annual turnover in shop floor positions. This company's comprehensive welfare programs likely reduce turnover to <15%, saving significant costs: recruitment/hiring expenses, training time for new employees (3-6 months to full productivity), quality issues during learning curve, and overtime costs to cover vacancies.

Institutional Knowledge: Long-tenured employees develop deep process knowledge they know which dies require special handling, which customers have unique requirements, how to optimize setups for efficiency. This institutional knowledge is difficult for competitors to replicate and represents genuine competitive advantage.

Post-Acquisition Consideration: Buyer must maintain these programs (or equivalent) to preserve workforce stability. Attempting to cut these benefits to "improve margins" would be counterproductive resulting turnover and morale damage would cost far more than the savings. Instead, buyer should view these programs as strategic investments that enable the company's operational excellence and should ensure continuity in transition communications.

Broader Manufacturing & Industrial Sectors

Sector	Current %	Market Dynamics & Outlook
OEM Machinery	25%	Stable Growth (6-8% CAGR): Industrial machinery tied to capex cycle and manufacturing activity. India's manufacturing GDP expected to grow 7-9% annually through 2030 driven by PLI (Production Linked Incentive) schemes in 14 sectors, Make in India initiatives, and supply chain diversification from China. Textile machinery (Kirloskar Toyota), industrial equipment demand steady. Advantage: Less cyclical than pure automotive, provides revenue stability.
Construction Equipment	8%	Moderate Growth (10-12% CAGR): Komatsu and others benefit from infrastructure spending. Government committed ₹11 lakh crores ($130B) to infrastructure through 2025 including roads, ports, railways, urban infrastructure. Counter-cyclical element: Construction demand less correlated with consumer automotive cycles, providing portfolio diversification.
Traditional Automotive	12%	Slow Growth (3-5% CAGR): ICE vehicles facing long-term headwinds as EV adoption grows, but absolute volumes remain large for next 10-15 years. Utility vehicles (Mahindra's strength) showing resilience. Commercial vehicles stable. Risk: Gradual volume erosion but not cliff-drop scenario. Sufficient time to transition customer mix toward EV.
Consumer Durables	6%	Moderate Growth (8-10% CAGR): Tied to consumer spending, urbanization, housing. Furniture (Featherlite), lighting (Wipro), home appliances show steady demand. Margin Profile: Typically lower than automotive due to price sensitivity but provides end-market diversification.

Competitive Landscape - Sheet Metal Manufacturing

Industry Structure: Sheet metal pressing is fragmented industry with hundreds of small-to-medium players. Entry barriers are moderate (press machines capital-intensive but available, technology well-established). However, achieving quality certifications (IATF), building customer relationships, and operational excellence (92% OEE) create competitive moats.

Competitive Advantages vs Typical CompetitionScale & Capacity: 37 presses (10-250T range) vs typical competitor having 5-15 machines. Enables handling of larger orders, diversified tonnage requirements, and backup capacity during maintenance.
Quality Certifications: ISO 9001:2015 + IATF 16949:2016 vs many competitors having no certifications or only ISO. IATF required for tier-1 automotive supply, creating significant barrier to entry.
Integrated Capabilities: Pressing + welding + assembly + finishing vs typical job shops only doing pressing. One-stop solution commands premium pricing and builds stickier customer relationships.
Operational Excellence: 92% OEE vs industry average 60-75%. Translates to 20-30% lower unit costs through better asset utilization, enabling competitive pricing while maintaining margins.
Financial Strength: ₹11.54 Cr cash reserves vs typical SME being cash-constrained. Enables investment in new equipment, technology upgrades, working capital to handle large orders without strain.
EV Sector Positioning: Early mover in EV supply chain (2022) vs competitors just entering now. Established relationships, understanding of EV-specific requirements, tooling already developed provide 2-3 year advantage.

Competitive Threats

Customer Backward Integration: Large OEMs like Ather could bring some component manufacturing in-house as they scale. However, capital intensity and distraction from core competencies make this unlikely for most components.

Larger Tier-1 Suppliers: Major automotive tier-1 suppliers (Motherson, Samvardhana Motherson, Bharat Forge) could target EV component business leveraging existing OEM relationships and scale advantages.

Price Competition: New entrants or desperate competitors may undercut pricing to win business. Company must maintain cost leadership through operational excellence rather than racing to bottom on price.

Top 10 Compelling Reasons to Acquire

1. Exceptional Growth Trajectory

4.7x revenue multiplication in 5 years (~28.7% CAGR) from ₹15.86 Cr (FY20) to ₹74.36 Cr (FY26 projected) demonstrates scalable, proven growth model. This isn't aspirational it's actual demonstrated execution over multiple years and cycles. Current trajectory suggests momentum continues with April-October 2025 actuals on pace for 32.5% growth. Few manufacturing acquisitions offer combination of historical proof and forward momentum.

2. India's EV Revolution Exposure

56.3% of business from fastest-growing automotive segment positions acquisition at forefront of structural mega-trend. India's EV 2-wheeler market projected to grow from 1.2M to 8-10M units annually by 2030 (6-8x expansion). Government committed to electrification through subsidies, infrastructure investment, and regulatory mandates. Company entered sector early (2022), established relationships during nascent phase, now benefits as market explodes. This is rare opportunity to acquire scaled revenue in emerging high-growth market rather than starting from zero.

3. World-Class Operational Excellence

92% average OEE significantly exceeds 85% world-class benchmark and provides 20-30% cost advantage vs typical competitors at 60-75% OEE. This isn't luck it's systematic excellence in maintenance, planning, quality, training. Sustained over 12 months with 7 consecutive months above 94%. This operational DNA is difficult to replicate and represents genuine competitive moat. Translates directly to higher profitability and competitive pricing capability.

4. Attractive Valuation with Hidden Upside

7.6x adjusted EBITDA sits at lower end of 8-12x typical range despite exceptional growth profile (30%+ growing companies typically command 12-15x). After ₹11.54 Cr cash credit, net investment of ₹78.46 Cr represents just 7.0x adjusted EBITDA or 14.2x PAT. Forward multiple (based on FY26 projection) drops to 1.21x revenue quite attractive for high-growth asset. Value creation opportunities through margin improvement (COPQ reduction, working capital optimization) and growth initiatives (diversification, new customers) provide 20-30% additional upside beyond base case.

5. Complete One-Stop Manufacturing Solution

Integrated capabilities (pressing, welding, assembly, finishing) differentiate from commodity job shops. Customers value single-source suppliers eliminating coordination across multiple vendors. Integration commands 15-20% premium pricing vs piece-part suppliers. 37 presses spanning 10-250 tons enable wide component range. This breadth makes company stickier with customers and harder to displace switching costs include qualifying new pressing supplier, new welding supplier, new assembler rather than just one relationship.

6. Quality Certifications Create Barriers

ISO 9001:2015 and IATF 16949:2016 (achieved 2024) required for automotive tier-1 supply. IATF certification process takes 12-18 months, costs ₹25-50 lakhs, requires documented systems, and <20% of applicants achieve on first attempt. This creates significant barrier protecting against new competition. Certification enables pursuing export markets (Southeast Asia, Middle East) where automotive customers mandate IATF. Customer PPM of 68 (January 2025) demonstrates systems working effectively.

7. Strong Financial Health & Flexibility

₹11.54 Cr cash reserves, 2.20 current ratio, 0.22 debt-to-equity provide financial cushion rare among SME manufacturers. Can fund expansion internally without dilutive capital raises or restrictive debt. Cash position reduces effective purchase price. Low leverage (only ₹3.89 Cr short-term borrowings) means significant additional borrowing capacity if needed for major expansion. 30.5% ROE demonstrates efficient capital deployment.

8. Expansion Ready Infrastructure

20,000 sq ft additional space acquired (2023) enables immediate growth without land acquisition delays. Current equipment capacity supports ₹80-100 Cr revenue before major bottlenecks. Plans for advanced machinery (turret punching, tube bending, in-house tool room) provide clear roadmap. Unlike greenfield which takes 18-24 months to operational, this acquisition provides immediate revenue while building additional capacity. 362+ HP power infrastructure across facilities adequate for near-term expansion.

9. Stable, Experienced Workforce

350+ employees with comprehensive retention programs (profit sharing, education fund, festival bonuses) provide stability rare in manufacturing. Low turnover preserves institutional knowledge senior operators know which dies require special handling, quality inspectors understand customer-specific requirements, maintenance team has deep equipment knowledge. This human capital represents years of accumulated learning difficult for competitors to replicate. Post-acquisition continuity of welfare programs maintains this advantage.

10. Strategic Platform for Industry Roll-Up

Established operations with certifications, customers, and systems provide platform for acquiring additional sheet metal manufacturers. Industry highly fragmented with hundreds of 5-20 employee shops lacking certifications and systems. This acquisition could anchor roll-up strategy adding 3-5 smaller players over 3-5 years, achieving ₹150-200 Cr scale with 12-15% EBITDA margins. IATF certification, customer relationships, management systems transfer to acquired entities. Private equity model of platform + tuck-ins could generate 3-4x returns over 5-7 years.

Investment Thesis - Why This Opportunity Stands Out

This Information Memorandum presents a rare combination of demonstrated historical performance and compelling forward opportunity. The company has achieved 4.7x revenue multiplication over five years through exceptional execution transitioning from a diversified small manufacturer to a strategically focused supplier at the epicenter of India's electric vehicle revolution. With 56.3% of business derived from the EV 2-wheeler segment projected to grow at 35-40% CAGR through 2030, the company is positioned to ride one of the strongest structural growth waves in Indian manufacturing.

The operational foundation is rock-solid: 92% OEE demonstrates world-class manufacturing excellence, ISO 9001:2015 and IATF 16949:2016 certifications validate quality management maturity, comprehensive capabilities (pressing through assembly) create customer stickiness, and strong balance sheet (₹11.54 Cr cash, minimal leverage) provides growth flexibility. The ₹90 Crore valuation (7.6x adjusted EBITDA) sits at the attractive end of typical ranges, particularly after considering the ₹11.54 Cr cash inclusion reducing net investment to ₹78.46 Crores.

However, this opportunity is not without meaningful risks that prospective buyers must carefully evaluate and mitigate: The 50.1% revenue concentration with Ather Energy creates dependency that could prove catastrophic if that relationship deteriorates. The inclusion of ₹29.60 Crores in real estate requires proper transfer documentation and coordination. Margin compression from 12.7% to 9.9% raises questions about pricing power and cost management that require thorough investigation. Working capital expansion significantly exceeding revenue growth suggests efficiency opportunities but also cash consumption if uncorrected.

Transaction Suitability - Ideal Buyer Profile

Strategic Buyers - Best Fit Profiles

1. Automotive Tier-1 Suppliers: Companies like Motherson Sumi, Samvardhana Motherson, Bharat Forge seeking EV component portfolio expansion. This acquisition provides immediate scaled EV revenue, certified quality systems, established OEM relationships. Integration synergies through shared customers, consolidated purchasing, manufacturing optimization. Can leverage existing automotive relationships to accelerate diversification from Ather dependency.

2. Industrial Conglomerates with Manufacturing Divisions: Large groups (Tata, Mahindra, L&T, TVS) with adjacent manufacturing businesses. Can integrate as captive supplier for group companies' EV initiatives while serving external customers. Provides vertical integration benefits and potential tax optimization through group structure.

3. International Automotive Component Manufacturers: Global tier-1/tier-2 suppliers seeking India manufacturing footprint and EV market access. This provides turnkey entry avoiding greenfield 18-24 month setup. Immediate revenue, certified operations, established workforce. Can transfer global best practices while leveraging local market knowledge.

4. Sheet Metal Manufacturing Competitors: Larger domestic sheet metal manufacturers executing consolidation strategy. This acquisition adds capacity, certifications, blue-chip customers. Roll-up synergies through consolidated purchasing, shared overheads, cross-selling customer relationships.

Financial Buyers - Private Equity Suitability

PE Investment Thesis: (1) Platform for Roll-Up: Use as anchor for acquiring 3-5 smaller sheet metal manufacturers, achieving ₹150-200 Cr scale with improved margins through consolidation. IATF certification and systems transfer to acquired entities creating value. (2) Growth Capital Deployment: Fund expansion capex (additional presses, advanced machinery, new facility), working capital optimization, sales force expansion for customer diversification. Target doubling revenue to ₹150 Cr in 3-4 years. (3) Operational Value Creation: Implement margin improvement initiatives (COPQ reduction, procurement optimization, working capital management), professionalize management, strengthen governance. Target 12-14% EBITDA margin improvement. (4) Exit Strategy: 5-7 year hold exiting to strategic (automotive tier-1 paying premium for scale) or secondary PE (selling de-risked, diversified, scaled platform). Target 2.5-3.5x MoM, 20-25% IRR.

PE Considerations: Requires hands-on operational involvement (not passive investment). Management strength assessment critical existing leadership may be founder-dependent requiring professional CEO hire. Customer concentration risk manageable but requires active diversification strategy execution. Real estate inclusion simplifies facility planning versus lease arrangements.

Critical Success Factors - Post-Acquisition Priorities

First 100 Days Action Plan

Days 1-30: Relationship Security

Week 1: Buyer senior executive personally visit Ather Energy to introduce new ownership, reinforce commitment to quality/delivery/partnership. Request meeting with CEO/COO level.

Week 2-3: Meet with top 10 customers (representing 80%+ revenue) to ensure continuity, address any concerns, demonstrate buyer's capability and commitment.

Week 4: Town hall with all 350 employees announcing acquisition, buyer's vision, commitment to employee welfare programs, answering questions transparently.

Days 31-60: Assessment & Planning

Complete real estate transfer documentation and ensure seamless operational continuity.

Comprehensive operational assessment validate DD findings, identify quick-win improvement opportunities, understand organizational capabilities and gaps.

Customer diversification strategy development target list of new EV OEMs, industrial customers; assign business development resources; set 18-month targets.

Margin improvement initiatives COPQ root cause analysis and corrective actions, working capital optimization plan, procurement strategy review.

Days 61-100: Execution Initiation

Launch business development campaign targeting 5-10 new EV OEM prospects with capabilities presentations, sample submissions.

Implement working capital management improvements inventory optimization, receivables acceleration, supplier payment term negotiations.

Strengthen management team assess existing leaders, identify capability gaps, recruit if needed (especially if founder not continuing full-time).

Conclusion - A Compelling But Not Risk-Free Opportunity

This sheet metal manufacturing company represents a genuine opportunity to acquire scaled revenue in India's fastest-growing automotive segment at reasonable valuation with demonstrated operational excellence. The combination of 36% historical growth, 92% OEE, IATF certification, strong balance sheet, and 56% EV exposure is difficult to replicate and positions the business for continued success as India's EV market expands 6-8x over the next five years.

However, buyers must enter with clear eyes about the risks particularly the extreme customer concentration requiring immediate diversification attention, the margin compression trend necessitating operational improvements, and working capital management opportunities. These risks are manageable but not ignorable. Success requires: (1) securing the Ather relationship through direct engagement, (2) executing aggressive diversification strategy adding 3-5 new meaningful customers within 18 months, (3) finalizing real estate transfer documentation for seamless operational control, and (4) implementing margin improvement initiatives restoring profitability to historical levels.

For the right buyer whether strategic with automotive expertise and customer relationships to accelerate diversification, or financial buyer with operational capabilities and patient capital this acquisition offers compelling value creation opportunity. Conservative base case projects 2.1x money multiple and 15.5% IRR over 5 years, with upside to 2.7x and 21% IRR if growth and margin initiatives succeed. That risk-return profile, combined with exposure to structural EV mega-trend, makes this worthy of serious consideration by qualified buyers.

Contact Information

Transaction Advisor

CA Dhiraj Ostwal & Co

Chartered Accountants

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www.cadhirajostwal.com

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END OF CONFIDENTIAL INFORMATION MEMORANDUM

Report Prepared By: Harshal Mayekar, Financial Analyst

Date of Preparation: December 2025

This Information Memorandum contains detailed confidential information.
Document Reference: Sheet Metal Manufacturing Company | Enterprise Valuation: ₹90 Crores
Unauthorized distribution, reproduction, or disclosure is strictly prohibited.

⚠️ Important Disclaimer

This Confidential Information Memorandum has been prepared by CA Dhiraj Ostwal & Co based on information provided by the company's management, audited financial statements, and publicly available sources. While reasonable care has been taken in preparation, no representation or warranty, express or implied, is made as to the accuracy, reliability, or completeness of the information contained herein. Prospective buyers must conduct their own independent investigation, analysis, and due diligence. This document does not constitute an offer to sell or solicitation of an offer to buy. Any investment decision should be made only after consultation with qualified legal, financial, tax, and other professional advisors. Forward-looking statements and projections are based on assumptions that may not materialize. Actual results may differ materially from projections. Neither CA Dhiraj Ostwal & Co nor the selling shareholders shall have any liability for any loss arising from use of this memorandum.