Blind Teaser · Confidential

Confidential Information Summary

Electrical-products manufacturer and dealer-led distributor, India — minority growth-capital raise

Pre-NDA · CA Dhiraj Ostwal & Co. — Transaction Advisory · FY2022 to FY2026 (FY2026 provisional)
₹33.77 Cr
FY26P inventory + receivables, 77% of revenue
₹43.64 Cr
FY26P revenue, +9.8% on FY25
₹3.18 Cr
FY26P EBITDA, 7.29% margin
1.68x
FY26P EBITDA ÷ finance cost (1.56x in FY25)
01

Executive summary

A founder-led electrical-products company selling through a dealer-led network is raising minority growth capital. The investor question is whether rising earnings turn into cash, because the balance sheet carries heavy stock, receivables and debt service.

Revenue has been uneven since its FY23 peak, while EBITDA has risen in every year of the period.

Stock and receivables absorb most of the capital employed, and the growth plan starts with stock availability.

At a glance
Incorporated2020
Product categoriesSix
GST footprintFour states

Basis of preparation. FY22–FY25 are audited; FY26 is provisional. EBITDA is PBT + finance cost + depreciation and amortisation, and includes other income. Revenue is revenue from operations. Figures are company-level statements.

02

Investment highlights

01

EBITDA up in every year

EBITDA has grown in every year since FY22.

3.2x since FY22
02

Margin expanded 4.7 points

EBITDA margin has widened in every year of the period.

+4.7 pts since FY22
03

Revenue back to growth

Revenue returned to growth after two years of decline from the FY23 peak.

+9.8% FY26P
04

Six categories, one dealer channel

One dealer channel carries the whole range, from switching and protection to lighting.

6 categories
05

Profitable in every year

PAT was positive in all five years.

PAT ₹0.78 Cr FY26P
03

Business overview

The company manufactures and trades electrical products for residential, commercial and industrial use. It reaches the market through manufacturing, wholesale and retail, and dealers.

Modular & protection

Modular switches, sockets and accessories; MCBs and switchgear.

Wires, cables & conduit

Electrical wires and cables; PVC conduit and related products.

Lighting

LED lighting, sold alongside the wiring and switching range.

2020Incorporated
Four statesGST registrations evidenced
Three segmentsResidential, commercial, industrial
3,000+ dealersManagement-reported
37+ yearsManagement-stated experience
Three routesManufacture, wholesale/retail, dealers
04

Business model & economics

Revenue depends on product breadth, dealer coverage and stock availability. The growth plan targets availability first, then reach.

Dealer network
3,000+

Dealers and distributors; management figure. Active count to follow.

Stock shortfall
~₹1.5 Cr

Monthly inventory shortage cited by management; stock-out records to follow.

Dealer enquiries
30+

Prospective dealers a month, per management; CRM evidence to follow.

The thesis is to improve inventory availability, widen distribution and add online and Tier 1 reach. Revenue split by route, product and geography will be provided in the data room.

05

Working capital & inventory cycle

Stock and receivables are the largest assets and the main call on capital. Payables cover only part of them.

Working capital by year-end, ₹ Cr
  FY24 FY25 FY26P
Inventory 14.86 13.59 14.87
Trade receivables 13.96 17.05 18.90
Inventory + receivables 28.82 30.64 33.77
Trade payables 9.61 9.61 8.63
Net of payables 19.21 21.03 25.14
Inventory + receivables, % of revenue 69.5% 77.1% 77.4%
Receivable days, on revenue 123 157 158
Cash 0.09 0.17 0.41
Operating cash flow 0.34 (0.52) —
Receivable days = year-end receivables ÷ revenue × 365. FY26P operating cash flow is not yet supplied.

Weakest metric. In FY26P, inventory plus receivables rose ₹3.13 Cr while EBITDA rose ₹0.86 Cr. Receivables grew from 123 to 158 days of revenue between FY24 and FY26P, and the working-capital line is drawn ₹9.67 Cr of a ₹10.00 Cr sanction. FY25 operating cash flow was negative despite EBITDA of ₹2.32 Cr.

06

Customer mix & concentration

Buyers are residential, commercial and industrial users reached mainly through dealers and distributors. Reach, not a small set of accounts, is the commercial proposition.

Concentration is unquantified. Customer-level billings, the top 25 accounts, dealer activity and geographic sales are not in this document and will be provided in the data room. Until then the dealer count is a management claim.

07

Financial snapshot

Revenue has been uneven while profit has risen steadily, and finance cost has grown faster than either.

Revenue by year, ₹ Cr
Revenue from operations; FY26 provisional
2040 38.12FY22 46.30FY23 41.44FY24 39.73FY25 43.64FY26P
 
Profit and loss summary, ₹ Cr
  FY22 FY23 FY24 FY25 FY26P
Revenue 38.12 46.30 41.44 39.73 43.64
Growth — 21.5% −10.5% −4.1% 9.8%
PBT 0.54 0.57 0.59 0.60 1.05
Finance cost 0.37 0.52 0.83 1.48 1.89
Depreciation & amortisation 0.07 0.13 0.21 0.23 0.24
EBITDA 0.98 1.21 1.63 2.32 3.18
EBITDA margin 2.58% 2.62% 3.93% 5.84% 7.29%
PAT 0.40 0.40 0.47 0.44 0.78
PAT margin 1.04% 0.86% 1.14% 1.10% 1.78%
EBITDA and margins are computed from unrounded figures, so displayed components may differ by 0.01. FY26 provisional.

Finance cost. It rose about fivefold from FY22 to FY26P while PBT roughly doubled, so most of the operating gain has gone to lenders.

08

Quality of earnings

EBITDA here is PBT plus finance cost plus depreciation and amortisation, so it includes other income.

EBITDA and finance cost by year, ₹ Cr
Same unit on one axis; FY26 provisional
EBITDAFinance cost
123 0.98FY22 1.21FY23 1.63FY24 2.32FY25 3.18FY26P
Other income
₹0.40 Cr

In FY26P (₹0.001 Cr in FY25). It is 46% of the EBITDA increase; nature not yet established.

Excluding other income
₹2.78 Cr

FY26P EBITDA on operations alone, a 6.4% margin against 7.29% shown.

Debt position
FY25 reported borrowings₹13.92 Cr · 6.0x EBITDA
FY26P long-term borrowings₹7.83 Cr
Working-capital line rate8% floating, 3M repo-linked
Term loans, May 2026₹5.44 Cr · 20 loans · ₹25.24 L/month

No add-backs are applied: promoter remuneration, related-party items and one-offs are not yet quantified. The term-loan schedule is one part of total debt; a lender-wise reconciliation will be in the data room. FY26P is roughly six months old.

09

Management & organisation

The company is owned and run by two promoter-directors, with a founder whose stated experience exceeds three decades.

Shareholding as at December 2025
Shareholder Role Holding
Promoter-Director (1) Director 50.00%
Promoter-Director (2) Director 49.83%
Minority shareholder Former director, resigned March 2025 0.17%
Total   100.00%

Governance. Neither promoter alone holds more than 50%, so ordinary resolutions need both promoters or the minority holder. Supplied reports state no material litigation and no insolvency proceeding; current searches will be provided.

10

Capital raise & use of funds

The company is seeking minority growth capital to lift stock availability, extend distribution and develop a smart-home product.

Transaction parameters
InstrumentMinority equity
AmountUSD 3 million
Stake15%
Implied equity value (management proposal)USD 20 million
Pre/post-money, primary/secondaryConfirmed at NDA stage

Smart blinds: an option, not revenue

Pre-launch DIY blinds, rechargeable with no rewiring; manufacture outsourced at first. No revenue exists, so the core figures here carry none.

Stated use of funds, % of raise
Hardware / manufacturing
 
30%
R&D / engineering
 
25%
Sales & marketing
 
20%
Product management / design
 
10%
Operations / administration
 
10%
As stated by management. The stated allocation sums to 95%; the balance is to be confirmed.
11

Risks & mitigants

Working capital

Stock and receivables far exceed cash, and the working-capital line is 97% drawn.

Mitigant: ageing and lender stock statements in the data room.

Finance cost and lender consent

Finance cost takes most of the operating gain, and sanction terms restrict ownership change and new borrowing.

Mitigant: EBITDA cover is improving; lender engagement before structuring.

Earnings quality

A large share of FY26P EBITDA growth is other income, and FY26 is provisional.

Mitigant: normalised EBITDA bridge and final FY26 accounts.

Revenue volatility

FY26P revenue is still below its FY23 peak.

Mitigant: FY26P grew 9.8%; category and dealer sales data to follow.

Unverified commercial claims

The dealer count, stock shortfall and dealer pipeline are management-stated.

Mitigant: dealer master and sales by dealer in the data room.

Statutory findings

The FY25 tax audit carries qualifications in four areas; FY24 and FY25 audit reports note no software audit trail.

Mitigant: quantified closure plan before circulation.

Unconfirmed deal terms

The stated use of funds sums to 95%, and pre/post-money is unconfirmed.

Mitigant: final terms and allocation stated at NDA stage.

Smart-blinds execution

Pre-launch with no revenue; outsourced manufacture and unproven unit economics.

Mitigant: assessed separately; prototype, BOM and IP evidence to follow.

12

Process & next steps

Proposed sequence
1 · NDAInterested parties sign a confidentiality agreement; identity released.
2 · Data roomDebt schedule, ageing, customer and dealer data, normalised EBITDA.
3 · Management accessPromoter meetings and site visit.
4 · OffersNon-binding offers, then confirmatory diligence.

Contact: CA Dhiraj Ostwal & Co. — Transaction Advisory.

Confidentiality and disclaimer. This summary is prepared for preliminary discussions with prospective investors from information supplied by management and the transaction team. It is not an audited or diligence report.

Figures described as management-stated, provisional or unconfirmed have not been independently verified by the adviser. Recipients must carry out their own financial, tax, legal, commercial, operational and regulatory diligence.

Identifying information is withheld until an NDA is signed. Nothing here is an offer, solicitation or commitment; any transaction is subject to definitive documentation, satisfactory diligence, lender and other approvals.

 

 

 

 

 

 

 

 

 

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