A mid-market fund is pricing an established family-owned component supplier into two Chennai OEMs on a multiple applied to last year's EBITDA. The vendor pack shows a stable, healthy margin, working capital looks modest, and the promoter presents a clean, conservative set of accounts.
Normalising the earnings changes the number the multiple should attach to. The margin carries a commodity pass-through timing gain from a favourable steel period that reverses, and it sits before the next contracted annual OEM price reduction, so the sustainable run-rate is lower than the reported one on both counts. The modest working capital turns out to have been struck at a trough in the OEM production cycle; built across the cycle, the peg is materially higher, and the difference would otherwise have accrued to the seller. Development tooling has been expensed in some years and capitalised in others, so neither the margin trend nor the asset base is as presented, and a layer of promoter rent and captive-supplier margin has to be added back to reach an arm's-length cost base.
The coordinated accountant executes and signs the financial opinion; we integrate it with the leadership, family-governance and operational findings into one red-flag report. The fund re-prices on the normalised, price-down-adjusted earnings, resets the completion peg to a cycle-average working-capital level, and secures specific representations on the tooling policy and the related-party arrangements rather than inheriting them unpriced.
Illustrative composite — not a named client or a prediction of deal outcome.