PRELIMINARY OFFERING CIRCULAR, SUBJECT TO COMPLETION, DATED AUGUST 3, 2026
An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Company may elect to satisfy its obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of the Company's sale to you that contains the URL where the Final Offering Circular was filed.
OFFERING CIRCULAR
TEJASCORE TECHSYSTEMS INC.
50,000,000 Shares of Common Stock at $1.00 per Share
Maximum Offering: $50,000,000
1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179
Telephone: 786-461-1732
Website: www.tejascoretechsystems.com
Tejascore Techsystems Inc., a Wyoming corporation (the "Company," "Tejascore," "we," "us," or "our"), is offering up to 50,000,000 shares of its common stock, par value $0.0001 per share, at a fixed price of $1.00 per share, for maximum gross proceeds of $50,000,000. This offering is made pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended. The offering is self-underwritten and conducted on a best-efforts basis with no minimum offering amount. No underwriting commissions will be paid.
THE COMPANY IS A SHELL COMPANY AS DEFINED IN RULE 405 UNDER THE SECURITIES ACT OF 1933 BECAUSE IT HAS NO OR NOMINAL OPERATIONS AND ITS ASSETS CONSIST SOLELY OF CASH AND CASH EQUIVALENTS.
An investment in the Company involves the risks associated with shell companies, including that resales of our shares by stockholders will be subject to the restrictions of Rule 144(i) under the Securities Act. See "Risk Factors."
ONCE ACCEPTED BY THE COMPANY, AN INVESTOR'S SUBSCRIPTION IS IRREVOCABLE.
Investors will not be able to withdraw their subscriptions or obtain the return of their funds while such funds are held in escrow, except in the circumstances expressly described in this Offering Circular. There is no public market for our common stock and none may ever develop. Investors may never have a market in which to sell all or any portion of their shares and must be prepared to bear the economic risk of an investment in the shares indefinitely.
Immediately prior to this offering, our Chief Executive Officer, Yogesh Choudhary, beneficially owns approximately 93 percent of our outstanding common stock. Upon completion of this offering, Mr. Choudhary will beneficially own approximately 89.2 percent, 85.7 percent, 82.5 percent, or 79.5 percent of our outstanding common stock if 25 percent, 50 percent, 75 percent, or 100 percent of the offered shares are sold, respectively, and will in each case continue to control all matters requiring stockholder approval, including the election of directors, amendments to our articles of incorporation, and the approval or rejection of any acquisition or other fundamental transaction. See "Risk Factors."
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The Company intends to apply the proceeds of this offering, through its Indian subsidiary Tejascore Techsystem Private Limited, to two probable acquisitions, each identified in this Offering Circular. First, the acquisition of a 51 percent interest in Alpha Maier Private Limited, an automotive plastics and components manufacturer organized in India, from UM Autocomp Private Limited, for consideration of approximately $8.21 million determined under an EBITDA based valuation methodology, with Maier, S. Coop. of Spain, through its affiliate, retaining the remaining 49 percent. Second, the acquisition of an interest in Marelli UM Electronic Systems Private Limited ("Marelli UM"), an automotive electronics manufacturer organized in India, in two tranches: an initial 39.51 percent interest acquired from UM Automotive Private Limited for consideration of $16,830,000 determined under an EBITDA based valuation methodology, together with a binding compulsory obligation to purchase from UM Automotive Private Limited, which holds contractual rights to acquire the shareholding of Marelli Europe S.p.A., the holder of the remaining 60.49 percent, an additional approximately 11.5 percent, to be completed within six months of the initial closing for $2,960,000, upon completion of which the Company will hold a majority interest of 51 percent. The second tranche purchase is a binding obligation of the Company, payable within six months of the initial closing; the full second tranche consideration is being raised in this offering and will be held in escrow before the initial Marelli UM closing occurs, so that no additional financing is required to perform the obligation, as described under "Use of Proceeds." Each acquisition is subject to a right of first refusal held by the applicable joint venture partner and to other conditions described in this Offering Circular. The Company will not apply proceeds of this offering to the acquisition of any company not identified in this Offering Circular.
This offering will commence within two calendar days after the offering statement of which this Offering Circular forms a part is qualified by the Securities and Exchange Commission, and will be conducted on a continuous basis. The offering will terminate one year from the date of this Offering Circular, unless earlier terminated by the Company in its discretion or extended by the Company for up to an aggregate of 180 additional days, with any extension announced by supplement to this Offering Circular.
Subscription funds will be held in escrow by North Capital Private Securities Corporation, as escrow agent, and released to the Company only upon satisfaction of the milestone release conditions described in this Offering Circular with respect to each acquisition stage. At the conclusion of the offering period, any unused escrowed funds that have not met the release conditions will be returned to investors without deduction, unless the subscriber affirmatively elects to allow such funds to be applied to the alternative corporate purposes described under the caption "Use of Proceeds: Alternative Corporate Purposes." Alternative corporate purposes are limited to the specific purposes enumerated in that section and do not include the acquisition of any unidentified company.
| Price to Public | Underwriting Discount and Commissions | Proceeds to Company Before Expenses | |
| Per Share | $1.00 | None(1) | $1.00 |
| Maximum Offering | $50,000,000 | None(1) | $50,000,000 |
(1) The offering is self-underwritten; no underwriting discounts, commissions, or placement fees will be paid. Estimated offering expenses of approximately $350,000 are borne personally by Mr. Choudhary without charge to, or reimbursement from, the Company, so proceeds to the Company equal gross proceeds.
Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 6 of this Offering Circular.
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
The date of this Offering Circular is the date of qualification of this Offering Statement.
TABLE OF CONTENTS
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USE OF PRONOUNS AND OTHER WORDS
The pronouns "we," "us," "our," and words of similar meaning used in this Offering Circular refer to Tejascore Techsystems Inc. In the footnotes to our financial statements, the term "Company" also refers to Tejascore Techsystems Inc. The pronoun "you" refers to the reader of this Offering Circular and, where appropriate, to potential investors in our common stock. Unless the context otherwise requires, references in this Offering Circular to the "Company," "we," "us," or "our" refer to Tejascore Techsystems Inc. References to "Alpha Maier" or "Alpha Maier India" refer to Alpha Maier Private Limited. References to "Marelli UM" or "Marelli UM India" refer to Marelli UM Electronic Systems Private Limited (formerly known as Magneti Marelli UM Electronic Systems Private Limited). All references to currency are to U.S. dollars unless otherwise indicated.
SUMMARIES OF REFERENCED DOCUMENTS
This Offering Circular includes references to, and summaries of, certain agreements and other documents that are material to our business, operations, or the securities being offered. These summaries are provided to give investors a general understanding of the relevant terms; however, they do not contain all of the provisions of the actual documents. The full versions of these agreements and documents have been filed as exhibits to our Form 1-A Offering Statement, of which this Offering Circular forms a part, as filed with the U.S. Securities and Exchange Commission (the "SEC"). These documents are not incorporated by reference into this Offering Circular but are available for review through the SEC's EDGAR database. We believe the summaries included in this Offering Circular fairly present the material terms of the referenced agreements; however, to fully understand the rights and obligations set forth in those documents, you should review the complete versions filed as exhibits. See the section titled "Where You Can Find More Information" for details on how to access these materials electronically through the SEC's website at [www.sec.gov](http://www.sec.gov/).
REGULATION A OVERVIEW
We are offering our Stock pursuant to rules adopted by the SEC mandated under the Jumpstart Our Business Startups Act of 2012, or the Jobs Act. These offering rules are often referred to as "Regulation A." We are relying upon "Tier 2" of Regulation A, which permits eligible issuers to offer up to $75 million in a 12-month period. We are offering up to $50,000,000 in this offering, which is within that limit.
FORWARD-LOOKING STATEMENTS
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This offering circular contains forward-looking statements that involve risks and uncertainties. We use words such as "project", "believe", "anticipate", "plan", "expect", "estimate", "intend", "should", "would", "could", or "may", or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward-looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward-looking statements. While we make these forward-looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future. The forward-looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward-looking statements as (i) these statements are neither predictions nor guarantees of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward-looking statement to reflect developments occurring after the date of this offering circular.
YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS OFFERING CIRCULAR
You should rely only on the information contained in this offering circular. We have not authorized anyone to provide information different from that contained in this offering circular. We will sell our shares only in jurisdictions where such sale and distribution is permitted. The information contained in this offering circular is accurate only as of the date of this offering circular regardless of the time of delivery of this offering circular or the distribution of our common stock.
The following summary highlights selected information contained elsewhere in this Offering Circular. It does not contain all of the information you should consider before investing, and it is qualified in its entirety by the more detailed information appearing elsewhere in this Offering Circular, which you should read in full.
Issuer: Tejascore Techsystems Inc., a Wyoming corporation formed on October 28, 2025, with principal executive offices at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179.
Shell company status: The Company is a shell company as defined in Rule 405 under the Securities Act. It has no operations and its assets consist solely of cash and cash equivalents.
Securities offered: Up to 50,000,000 shares of common stock at $1.00 per share; maximum gross proceeds of $50,000,000. Best efforts, self-underwritten, no minimum offering amount, no underwriting commissions.
Offering period: The offering commences within two calendar days after qualification, is conducted on a continuous basis, and terminates one year from the date of this Offering Circular unless earlier terminated by the Company or extended for up to an aggregate of 180 additional days, with any extension announced by supplement.
Subscriptions: Once accepted by the Company, an investor's subscription is irrevocable. Investors cannot withdraw subscriptions or obtain the return of funds held in escrow except as expressly described in this Offering Circular.
Rolling closings: The Company may accept subscriptions and receive investor funds into escrow on a rolling basis as subscriptions are received and accepted, without waiting for any threshold aggregate amount to be reached. There is no minimum offering amount. Funds of accepted subscribers will remain in escrow until the milestone release conditions described under "Use of Proceeds" and "Plan of Distribution" are satisfied with respect to the applicable acquisition stage, or until returned to investors as described in this Offering Circular. Early subscribers' funds may remain in escrow for an extended period.
Escrow: The escrow agent for the offering is North Capital Private Securities Corporation. The Company and the escrow agent have agreed the definitive form of an amended and restated escrow agreement reflecting the final terms of the escrow arrangement described in this Offering Circular, and that form is filed as an exhibit to the offering statement of which this Offering Circular forms a part. The escrow agreement will be executed prior to qualification of the offering statement and prior to the acceptance of any investor subscription funds, consistent with the escrow agent's practice of executing escrow documentation upon qualification, and no investor funds will be accepted prior to qualification of the offering statement.
Use of proceeds: The proceeds of this offering will be applied to the two identified probable acquisitions described in this Offering Circular, related transaction expenses, offering expenses, subsidiary formation, and working capital, as set out in the table under "Use of Proceeds." The Company will not apply proceeds of this offering to the acquisition of any company not identified in this Offering Circular.
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Investor consent to alternative use of funds: If an identified acquisition stage will not proceed, the Company will notify each affected investor in writing or by electronic delivery. Each affected investor may then affirmatively elect, within 20 business days, to allow his or her attributable escrowed funds to be applied to one of the alternative corporate purposes specifically enumerated in this Offering Circular. Consent must be affirmative and in writing or by electronic election. If an investor does not affirmatively consent, that investor's attributable funds will be returned without deduction. Silence is never treated as consent. See "Plan of Distribution: Investor Consent and Return of Funds."
The acquisitions: (1) Alpha Maier Private Limited (India): a 51 percent interest acquired from UM Autocomp Private Limited for approximately $8.21 million, expected to be consolidated as a business combination, with Maier, S. Coop. (Spain), through its affiliate, retaining 49 percent and continuing as technology licensor. (2) Marelli UM Electronic Systems Private Limited (India): a majority interest of 51 percent acquired entirely from UM Automotive Private Limited in two tranches: an initial tranche comprising UM Automotive's existing shareholding, and an additional 11.50 percent tranche that the Company is bound to complete within six months of the initial closing, sourced by UM Automotive pursuant to its contractual rights to acquire the shareholding of Marelli Europe S.p.A. in Marelli UM. The consideration is approximately $8,210,000 for the 51 percent interest in Alpha Maier, and, for the 51 percent interest in Marelli UM, $16,830,000 for the initial tranche and $2,960,000 for the additional 11.50 percent tranche, or $19,790,000 in the aggregate, in each case payable to UM Automotive. The Company's sole contractual counterparty for the Marelli UM acquisition is UM Automotive; the Company has no contractual relationship with Marelli Europe S.p.A. or any other member of the Marelli group. Because the joint venture arrangements at the Marelli UM level currently provide the Marelli group with board and governance rights that are expected to continue, the Company expects to account for its Marelli UM interest under the equity method both before and after completion of the second tranche, unless and until the governance arrangements are renegotiated. Each acquisition is subject to a right of first refusal held by the applicable joint venture partner.
Control: Mr. Yogesh Choudhary, our Chief Executive Officer, beneficially owns approximately 93 percent of our outstanding common stock and will retain control at every subscription level of this offering.
Listing: There is no public market for our common stock. The Company intends to seek quotation on the OTCQB following qualification. No assurance can be given that any market will develop.
Transfer agent: The Company has not yet appointed a transfer agent. A registered transfer agent will be appointed prior to the initial issuance of shares under this offering and will serve as transfer agent and registrar for the common stock; until such appointment, the Company maintains its stockholder records internally.
Risk factors: An investment in the shares involves a high degree of risk, including the risks summarized under "Summary of Risk Factors" and described under "Risk Factors."
SUMMARY OF INFORMATION IN OFFERING CIRCULAR
The information below summarizes our corporate history and the principal risks of an investment in the shares. It is not complete and should be read together with the more detailed information, the Risk Factors, and the financial statements and related notes appearing elsewhere in this Offering Circular.
We were incorporated under the laws of the State of Wyoming on October 28, 2025. Our principal executive office is located at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States. Tejascore Techsystems Inc. was formed as a development-stage holding and operating company with the purpose of acquiring, integrating, and scaling advanced automotive technology and electronics businesses. We are a holding company incorporated in the State of Wyoming. We currently have no operating revenues and do not conduct operating activities directly. We intend to conduct substantially all of our future business operations through one or more operating businesses in India, namely our two probable acquisitions: a 51% controlling interest in Alpha Maier Private Limited, which would be a consolidated subsidiary, and a 51% majority interest in Marelli UM Electronic Systems Private Limited, acquired from UM Automotive Private Limited in two tranches, with an additional 11.50% tranche that we are bound to complete within six months of the initial closing, and accounted for under the equity method. As a result, our performance will depend on the operations of these businesses, on our ability to control and manage our consolidated subsidiary, and, with respect to our non-controlling equity method investment, on the cooperation of that company and its controlling shareholder, in each case in compliance with applicable foreign laws and regulations. Since incorporation, our activities have been focused on corporate formation, regulatory readiness, and the evaluation and negotiation of our two probable acquisitions of Alpha Maier Private Limited (India) and Marelli UM Electronic Systems Private Limited (India). Our digital presence is accessible through our official website at https://tejascoretechsystems.com/. See "Risk Factors" in the next following section.
The following is a summary of certain key risks. This summary does not describe all risks applicable to an investment in the shares; investors should read the "Risk Factors" section in its entirety.
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We are a shell company with no operations, no revenues, and no operating history, and our assets consist solely of cash and cash equivalents. Subscriptions, once accepted, are irrevocable, and there is no public market for our shares; no market may ever develop, and investors may never be able to sell all or any portion of their shares. Our Chief Executive Officer controls approximately 93 percent of our outstanding common stock and will retain control after this offering, and his interests may not align with those of other stockholders. This is a best efforts offering with no minimum amount, and we may raise substantially less than the maximum, in which case one or both acquisitions may not be completed. All offering proceeds will be held in escrow subject to milestone release conditions and may never be released to the Company. Our business plan depends entirely on completing the two identified acquisitions, neither of which has closed, and both of which remain subject to closing conditions, regulatory approvals, and other conditions under the executed agreements to sale. Following the initial Marelli UM closing and until we complete the compulsory second tranche purchase providing a controlling interest, we will hold a non-controlling interest constituting an investment security under the Investment Company Act of 1940, and our reliance on the Rule 3a-2 transient safe harbor depends on completing our path to control within one year. The compulsory second tranche covers voting equity shares of Marelli UM, and upon its completion the Company will own more than 50 percent of the outstanding voting securities of Marelli UM, which will then be a majority-owned subsidiary of the Company under Section 2(a)(24) of the Investment Company Act; the securities of a majority-owned subsidiary that is not itself an investment company are not investment securities for purposes of the forty percent test in Section 3(a)(1)(C). This consequence follows from ownership of voting securities and does not depend on whether the Company continues to account for its interest in Marelli UM under the equity method for financial reporting purposes. The acquired businesses operate in India and expose us to foreign regulatory, tax, currency, and enforcement risks. Marelli UM's audited financial statements include a material uncertainty regarding going concern. Investors will experience immediate and substantial dilution.
Risks Related to Tejascore Techsystems, Inc.
Tejascore has no operating history and limited assets, making it difficult to evaluate its future prospects.
Tejascore was incorporated in Wyoming on October 28, 2025 and is a development stage shell company. We have no operating history, have generated no revenues, and conduct no operating activities. As of March 31, 2026, our total assets consisted of $29,500 in cash, and we had incurred a net loss of $250,000 since inception, consisting of organizational, legal, and advisory costs borne personally by our founder and reflected as a capital contribution. Our business plan depends entirely on completing the proposed acquisitions of interests in Alpha Maier and Marelli UM and on successfully overseeing those businesses after closing, none of which has occurred. Because we have no operating history of our own, investors have no meaningful historical basis on which to evaluate our management of operating businesses, our ability to integrate acquisitions, or our future prospects, and the historical results of the target companies were achieved under different ownership and are not indicative of the results we may achieve. An investment in the shares is subject to all of the risks and uncertainties inherent in a newly formed company, and investors may lose part or all of their investment.
We are a holding company and depend on our subsidiaries for all future operations and cash flows.
We are a holding company incorporated in the United States and do not expect to conduct material operating activities directly. Substantially all of our future operations, assets, and cash flows are expected to be generated by our current or future subsidiaries, including subsidiaries that we intend to establish or acquire outside the United States. As a result, our ability to generate revenues, meet our obligations, and make distributions to stockholders, if any, will depend on the operational performance and financial condition of our subsidiaries. Our subsidiaries will be separate legal entities, and we may be subject to legal, regulatory, contractual, and practical limitations on our ability to exercise control over their operations or to access their assets and cash flows. Any dividends, distributions, or other payments from our subsidiaries to us will be subject to applicable local laws, foreign exchange regulations, tax considerations, and any contractual restrictions, including restrictions that may be imposed by lenders or other counterparties of such subsidiaries. If our subsidiaries are unable to generate sufficient cash flows, experience operational difficulties, or are otherwise unable to make distributions to us, our ability to fund corporate expenses, service any indebtedness, pursue acquisitions or expansion initiatives, or meet our obligations to stockholders could be adversely affected. In such circumstances, we may be required to seek additional financing, which may not be available on acceptable terms or at all, and which could result in dilution to our stockholders. In addition, as a holding company, we may incur obligations at the parent company level that our subsidiaries are not legally required to fund. The failure of our subsidiaries to generate sufficient cash flow or to make distributions to us could materially and adversely affect our financial condition, results of operations, and ability to execute our business strategy.
Our ability to receive dividends or other distributions from our subsidiaries may be restricted or delayed by foreign laws and regulations.
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Our ability to generate cash at the holding company level depends on our ability to receive dividends, distributions, or other payments from our subsidiaries. Subsidiaries that we establish or acquire outside the United States will be subject to local laws and regulations governing dividend payments, foreign exchange controls, capital maintenance requirements, and tax withholding obligations, which may restrict or delay the transfer of funds to us. In certain jurisdictions, including those in which we intend to operate, dividends or other distributions may be permitted only out of accumulated profits and may require regulatory approvals or satisfaction of statutory solvency tests. In addition, local laws may impose restrictions on the timing, amount, or currency of distributions, or require that a portion of earnings be retained at the subsidiary level. These restrictions could limit our ability to access cash generated by our subsidiaries when needed. Further, any distributions we receive from our subsidiaries may be subject to withholding taxes or other charges, which could reduce the amount of cash available to us at the parent company level. Changes in foreign tax laws, interpretations, or enforcement practices could further increase the cost or complexity of repatriating funds from our subsidiaries. If we are unable to receive timely or sufficient distributions from our subsidiaries, we may not have adequate funds to meet our obligations, including corporate expenses, regulatory compliance costs, debt service (if any), or strategic investments. In such circumstances, we may be required to raise additional capital, which may not be available on acceptable terms or at all, and which could result in dilution to our stockholders.
We have a substantial number of authorized but unissued shares, the issuance of which could result in additional dilution to investors.
Our Articles of Incorporation authorize 750,000,000 shares of common stock, of which 295,000,000 shares are issued and outstanding as of the date of this Offering Circular and up to 345,000,000 shares will be outstanding if the maximum offering is sold. The remaining authorized but unissued shares provide us with flexibility to issue shares in the future for a variety of purposes, including equity financing, acquisitions, strategic transactions, employee compensation, or other corporate purposes. The issuance of additional shares could significantly dilute the ownership interests of existing investors, including purchasers in this offering, and could adversely affect the market price of our common stock, if any trading market develops. In addition, the issuance of additional shares may reduce the likelihood that our existing stockholders will receive dividends in the future, if any are declared, and may diminish the voting power of existing stockholders. Investors in this offering will have no preemptive rights to purchase additional shares we may issue in the future, and the timing, amount, and terms of any future issuances will be determined by our Board of Directors. As a result, investors may experience substantial dilution and a reduction in their proportionate ownership and voting interest in the Company.
Operating through subsidiaries in foreign jurisdictions exposes us to regulatory, legal, and compliance risks outside the United States.
We intend to conduct a substantial portion of our future operations through subsidiaries located outside the United States. As a result, our business will be subject to the laws, regulations, and regulatory authorities of multiple foreign jurisdictions, which may differ significantly from those in the United States and may be more complex, less predictable, or subject to change with limited notice. Our foreign subsidiaries may be subject to a wide range of local regulatory requirements, including those relating to corporate governance, licensing, labor and employment, environmental matters, data protection, import and export controls, taxation, and foreign exchange. Compliance with these laws and regulations may be costly and time-consuming, and failure to comply could result in fines, penalties, operational restrictions, suspension of activities, or other adverse actions. In addition, the interpretation and enforcement of laws in foreign jurisdictions may be uncertain or inconsistent, and we may have limited ability to influence regulatory outcomes. Changes in laws, regulations, or enforcement practices, including changes driven by political, economic, or social developments, could materially increase our compliance costs or restrict our ability to operate our subsidiaries as planned. If we are unable to effectively manage regulatory, legal, and compliance risks associated with operating in foreign jurisdictions, our operations, financial condition, and ability to execute our business strategy could be materially and adversely affected.
Our operations may be adversely affected by foreign tax regimes, transfer pricing rules, and changes in tax laws.
Our future operations are expected to be conducted primarily through subsidiaries located outside the United States, which will subject us to the tax laws and regulations of multiple foreign jurisdictions. These tax regimes may differ significantly from U.S. tax laws and may be complex, subject to change, or inconsistently applied. We may be required to structure intercompany transactions, including the provision of services, licensing of intellectual property, and allocation of costs and revenues, in accordance with transfer pricing rules applicable in the jurisdictions in which our subsidiaries operate.
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Tax authorities in such jurisdictions may challenge our transfer pricing arrangements or other intercompany transactions, which could result in additional taxes, penalties, interest, or increased compliance costs. In addition, changes in tax laws, treaties, regulations, or interpretations, whether in the United States or in foreign jurisdictions, could increase our overall tax burden, reduce the efficiency of our corporate structure, or limit our ability to repatriate earnings. The introduction or expansion of withholding taxes, minimum tax regimes, or substance requirements could further adversely affect our results of operations and cash flows. If we are unable to effectively manage our tax obligations or adapt to changes in applicable tax laws, our financial condition, results of operations, and ability to execute our business strategy could be materially and adversely affected.
Currency exchange rate fluctuations and foreign exchange controls could adversely affect our financial results.
Because we expect to conduct a substantial portion of our future operations through subsidiaries located outside the United States, our results of operations and financial condition may be exposed to fluctuations in foreign currency exchange rates. Revenues and expenses generated by our foreign subsidiaries may be denominated in local currencies, while our reporting currency is the U.S. dollar. As a result, changes in exchange rates could cause fluctuations in our reported revenues, expenses, and results of operations. In addition, certain foreign jurisdictions impose restrictions on foreign exchange transactions, including limitations on the conversion of local currency into U.S. dollars, delays in obtaining approvals for currency transfers, or requirements to maintain funds in local accounts for specified periods. These restrictions could limit or delay our ability to repatriate cash generated by our subsidiaries or to deploy capital efficiently across jurisdictions. We may not engage in hedging activities or may be unable to effectively hedge against currency risks, particularly during periods of market volatility. Any significant currency exchange losses or restrictions on the movement of funds could adversely affect our liquidity, financial condition, and ability to meet our obligations at the holding company level.
Managing subsidiaries across multiple jurisdictions may increase operational complexity and strain management resources.
Our business strategy contemplates operating through subsidiaries located in multiple jurisdictions. Managing subsidiaries across different countries involves significant operational complexity, including coordinating business activities across time zones, managing personnel in different regulatory and cultural environments, and complying with multiple and sometimes conflicting legal, regulatory, and reporting requirements. Our management team will be required to allocate significant time and resources to oversee subsidiary operations, maintain effective communication and controls, and ensure compliance with applicable laws and internal policies. As we expand, these demands may increase and could strain our management, operational, and administrative resources. In addition, differences in business practices, labor laws, accounting standards, and regulatory expectations across jurisdictions may complicate our ability to implement consistent operational, financial, and compliance controls. Any failure to effectively manage these complexities could result in operational inefficiencies, increased costs, delays in execution, or compliance failures. If we are unable to successfully manage our subsidiaries across multiple jurisdictions, our ability to execute our business strategy, maintain effective internal controls, and achieve our growth objectives could be materially and adversely affected.
The Offering Price Was Arbitrarily Determined And May Not Reflect The Actual Value Of Our Shares
The offering price of $1.00 per share in this offering was determined by management and was not based on an independent appraisal, formal valuation, fairness opinion, or an established trading market. The offering price does not necessarily bear any relationship to our assets, book value, net tangible book value, historical results of operations, or any other criteria of value. As a result, the offering price should be considered arbitrary and may not reflect the actual value of our shares. If a trading market for our common stock develops, the market price may be significantly lower than the offering price, and you may be unable to sell your shares at or above the price you paid. In addition, purchasers in this offering will experience immediate and substantial dilution because the offering price is significantly higher than our net tangible book value per share.
Limitations On Transfers Of Our Common Stock Prior To Any Public Market
We have not yet appointed a transfer agent for our common stock. A transfer agent is typically responsible for maintaining official stockholder records, recording issuances and transfers of shares, and facilitating the settlement of share transfers. Until a registered transfer agent is appointed, the Company will maintain its stockholder records internally. As a result, the transfer, resale, or other disposition of our common stock may be subject to additional administrative procedures, manual processing, and longer processing times than would typically be the case if a registered transfer agent were engaged. Investors seeking to transfer or resell their shares may experience delays, increased costs, or additional documentation requirements. In addition, the absence of a transfer agent may limit the Company's ability to support electronic settlement systems or to facilitate transfers through brokerage firms or other intermediaries. These limitations could further restrict the liquidity of our common stock, even if a secondary market were to develop in the future. There can be no assurance that a transfer agent will be appointed within any particular timeframe, or at all. Until such an appointment occurs, investors should expect that the transferability and liquidity of their shares may be materially limited.
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We Do Not Expect To Pay Dividends, And Investors Should Not Rely On Dividends As A Source Of Return
We do not expect to pay cash dividends on our common stock for the foreseeable future. As a result, investors must rely on potential appreciation in the value of our common stock, if any, as the sole means of realizing a return on their investment. Because there is currently no public market for our common stock and no assurance that a market will ever develop, investors may never realize a return on their investment.
Industry And Market Data Included In This Offering Circular May Not Be Accurate Or Reliable
Industry data, market estimates, and growth projections included in this Offering Circular are based on management estimates, internal analyses, and information obtained from publicly available sources. Such information may be based on assumptions that are inherently uncertain, and we have not independently verified the accuracy or completeness of such data. If any of the assumptions underlying such industry data or market estimates prove to be incorrect, our actual results and the value of our business may differ materially from those expressed or implied in this Offering Circular.
We may not be able to successfully establish U.S.-based engineering or manufacturing operations.
Although we are a U.S.-incorporated holding company, we currently do not conduct engineering or manufacturing operations in the United States. We have disclosed that, over the next approximately 24 months, we intend to evaluate the establishment of U.S.-based engineering and, subject to market conditions and capital availability, manufacturing or assembly operations. There can be no assurance that we will be able to successfully establish such operations on a timely basis, or at all. The establishment of the U.S.-based engineering or manufacturing operations would require significant capital investment and management resources and would be subject to a variety of risks and uncertainties, including, without limitation, the availability of financing, site selection, labor availability and cost, regulatory and permitting requirements, environmental compliance, supply chain constraints, and general economic conditions. Any delays or cost overruns associated with these activities could adversely affect our business plan and financial condition. In addition, the operation of engineering or manufacturing facilities in the United States could expose us to increased operating costs, employment-related liabilities, environmental obligations, and compliance requirements compared to operating exclusively through subsidiaries outside the United States. We may also face challenges integrating any U.S.-based operations with our existing or planned international operations, which could result in inefficiencies, operational disruptions, or increased management complexity. If we are unable to establish the U.S.-based engineering or manufacturing operations, or if such operations do not achieve anticipated efficiencies or strategic benefits, our ability to execute our long-term growth strategy, serve certain customers, or mitigate cross-border operational risks could be adversely affected. Even if we do establish such operations, there can be no assurance that they will be profitable or contribute positively to our results of operations.
If A Covered Person Becomes Subject To A "Bad Actor" Disqualifying Event, We May Lose The Ability To Rely On The Regulation A Exemption
If the Company or any covered person were to become subject to a disqualifying event under Rule 262 of Regulation A, the Company could lose its ability to rely on the Regulation A exemption for this offering. In such an event, the Company may be required to suspend or terminate the offering, seek an alternative exemption, or take other remedial actions, which could delay or prevent the completion of the offering.
Any such disqualification could have a material adverse effect on the Company's ability to raise capital and execute its business strategy.
Purchasers In This Offering Will Experience Immediate And Substantial Dilution, While Existing Shareholders Will Experience Immediate Accretion
Purchasers in this offering will experience immediate and substantial dilution because the public offering price of $1.00 per share significantly exceeds the Company's net tangible book value per share prior to this offering. As a result, new investors will pay a price per share that is substantially higher than the accounting value of the shares they receive. In contrast, existing shareholders, including the Company's founders and early investors, will experience immediate accretion in the net tangible book value of their shares as a result of the cash contributed by new investors, even though such existing shareholders acquired their shares at prices substantially lower than the public offering price.
The Company has generated no revenues to date and may not achieve profitability even after completing the acquisitions.
9
Tejascore has not generated any revenues since its formation, and there is no assurance that we will generate revenues or achieve profitability in the future. Our business plan is dependent on the successful acquisition, operation, and oversight of two businesses, Alpha Maier India and Marelli UM India. Although each of these entities has an existing operating history, their past performance is not indicative of the results Tejascore may achieve. Post-acquisition performance will depend on Tejascore's ability to consolidate and operate Alpha Maier, to appropriately oversee its non-controlling equity method investment in Marelli UM, to integrate financial systems at the operations it controls, retain key personnel, support customer relationships, manage supply chains, and execute capital expenditures required for modernization. These efforts may be more costly or time-consuming than expected, and the Company's ability to influence Marelli UM is limited because it will not control that company. In addition, each target business faces its own risks, including margin volatility, customer concentration, technological change, and the need for ongoing investment; Marelli UM has also reported a material uncertainty related to going concern. Even if the acquisitions are completed, there is no guarantee that the Company will generate positive cash flow or achieve profitability. Because the Company would consolidate Alpha Maier and account for Marelli UM under the equity method, its results would reflect Alpha Maier's consolidated operations and its proportionate share of Marelli UM's earnings or losses, the latter of which could be negative. Unexpected expenses, operational disruptions, delays in realizing any synergies, or adverse market conditions may prevent the Company from achieving or sustaining profitability. Investors may therefore lose part or all of their investment.
Our Proposed Acquisitions Have Not Closed, And We May Be Required To Provide Additional Or Updated Target Financial Statements
We have entered into agreements to sale dated July 16, 2026 for our two probable acquisitions; however, neither acquisition has closed, and each remains subject to closing conditions, regulatory approvals, and satisfaction of escrow release conditions. Because the acquisitions are probable under applicable accounting and disclosure standards, we have included target company financial statements in this Offering Circular, and we may be required to provide additional financial information, including audited financial statements of the target business. The preparation and review of such information could delay or prevent the completion of the acquisition or require us to amend this Offering Circular.
Tejascore will require substantial additional capital beyond this offering to execute its business plan.
The proceeds of this Offering may not be sufficient, on their own, to fund Tejascore's acquisition strategy or to support the operational, financial, and technological requirements associated with the businesses we intend to acquire. The acquisitions of Alpha Maier India and Marelli UM India, together with post-acquisition integration of our consolidated subsidiary, modernization, working-capital needs, and anticipated capital expenditures, may require significant additional financing. We expect to seek further capital through additional equity issuances, debt financing, strategic investments, or a combination thereof. There is no assurance that such capital will be available on acceptable terms, or at all. Future fundraising may result in substantial dilution to existing shareholders, increased leverage, restrictive covenants, or other adverse terms that could limit our financial and operational flexibility. If we are unable to raise sufficient additional capital when required, we may be forced to delay, scale back, or abandon key elements of our business plan, including the planned acquisitions, capital investment at our consolidated subsidiary, technology initiatives, and integration activities. Any such delays or reductions could materially and adversely affect our growth prospects, competitive position, and overall financial condition.
All Offering Proceeds Will Be Held In Escrow And May Never Be Released
All proceeds from this offering will be deposited into an escrow account administered by North Capital, acting through its DealPoint platform, and will not be available to the Company unless and until specified escrow release conditions are satisfied. The Company does not have unilateral authority to access escrowed funds.The release of escrowed funds is conditioned on, among other things, the execution of definitive acquisition agreements, satisfaction of closing conditions, receipt of required regulatory or third-party approvals, and verification by the escrow agent that all applicable release conditions have been met. There can be no assurance that any of these conditions will be satisfied. If escrow release conditions are not satisfied, investor funds may remain in escrow for an extended period or may be returned to investors in accordance with the escrow arrangements. As a result, the Company may be unable to execute its acquisition strategy, deploy capital as anticipated, or generate operating revenues.
Escrowed Funds May Be Released On A Transaction-By-Transaction Basis, Which May Delay Or Limit Our Growth
Escrowed funds are expected to be released on an acquisition-by-acquisition basis rather than simultaneously. Because each contemplated acquisition has a different purchase price, regulatory pathway, and readiness timeline, funds allocated to one acquisition may be released while funds allocated to another acquisition remain in escrow. This structure may delay the Company's ability to complete multiple acquisitions concurrently, limit operational scale-up, or result in partial execution of the Company's acquisition strategy. Investors should not assume that all escrowed funds will be released or deployed at the same time, or at all.
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Our Cross-Border Operations May Subject Us To Complex And Uncertain Tax Obligations
As a result, we may be subject to income taxes, withholding taxes, value-added or goods-and-services taxes, transfer taxes, and other taxes in multiple jurisdictions, and, because our interest in Marelli UM India would be a non-controlling equity method investment, to tax considerations arising from that investment over which we would have limited control. The tax laws, regulations, and administrative practices of these jurisdictions are complex and may change, sometimes retroactively. Our effective tax rate and after-tax profitability may be materially affected by changes in applicable tax laws, interpretations, or enforcement practices in the jurisdictions in which we operate. Any failure to comply with applicable tax requirements could result in penalties, interest, audits, or disputes with tax authorities.
Withholding Taxes And Restrictions On Repatriation Of Cash May Reduce Returns
Cash flows generated by foreign subsidiaries or investees may be subject to withholding taxes when distributed to the Company. In addition, certain jurisdictions may impose restrictions on the timing, amount, or method of repatriation of cash, including requirements to obtain regulatory approvals or comply with foreign exchange controls. As a result, even if foreign operations generate profits, such profits may not be available for use by the Company in the United States on a timely basis or at all, which could adversely affect liquidity, reinvestment capacity, and potential shareholder returns.
Transfer Pricing And Intercompany Transactions May Be Subject To Tax Audits And Adjustments
Our cross-border operations may involve intercompany transactions, including management services, cost allocations, intellectual property usage, and financing arrangements. These transactions are subject to transfer pricing rules in multiple jurisdictions. Tax authorities may challenge the pricing or structure of intercompany transactions and impose additional taxes, penalties, or interest. Any such adjustments could increase our tax liabilities and require us to devote significant management time and resources to resolving disputes.
We May Be Subject To Double Taxation Or May Not Fully Benefit From Tax Treaties
Tax authorities may deny treaty benefits based on factors such as ownership structure, substance requirements, or changes in law or interpretation. This risk may be heightened with respect to our non-controlling equity method investment in Marelli UM India, where our ability to influence structuring or substance is limited. If treaty benefits are unavailable or limited, we may be subject to double taxation on the same income, which could materially reduce our after-tax results of operations.
Foreign Exchange Controls And Currency Risks May Affect Our Financial Results
Certain jurisdictions impose foreign exchange controls that regulate the conversion and transfer of local currency into other currencies. These controls may limit our ability to convert profits into U.S. dollars or to transfer funds across borders. In addition, fluctuations in exchange rates between foreign currencies and the U.S. dollar may adversely affect our reported financial results, cash flows, and financial condition.
Tax Laws Applicable To Shareholders May Differ From U.S. Tax Laws
The tax treatment of dividends, distributions, or gains on the sale of our shares may differ for non-U.S. shareholders or shareholders subject to foreign tax laws. We do not provide tax advice to investors, and prospective investors are urged to consult their own tax advisors regarding the tax consequences of an investment in our securities.
If Acquisition Milestones Are Not Met, Investors May Be Required To Decide Whether Their Funds Are Used For Alternative Purposes Or Returned
If the Company is unable to satisfy the escrow release conditions for a particular acquisition, investors may be asked to affirmatively consent to an alternative permitted use of their escrowed funds. If an investor does not provide such consent, their funds will remain in escrow and may be returned to them at the termination of the offering. This process may delay the deployment of capital, result in the return of funds without any investment having been made, or cause the Company to operate with less capital than anticipated.
Failure to complete the planned acquisitions may leave Tejascore without operating subsidiaries or a viable business.
11
Tejascore's business model is dependent on the successful completion of its two probable acquisitions: a 51% controlling interest in Alpha Maier India, which would be accounted for as a consolidated subsidiary, and a 39.51% non-controlling interest in Marelli UM India, which would be accounted for under the equity method. These acquisitions are subject to numerous conditions under the executed agreements to sale, including completion of confirmatory due diligence; the right of first refusal processes; regulatory and governmental approvals, including applicable foreign investment approvals in India; shareholder and board approvals at the target entities; availability of financing; and satisfactory completion of closing deliverables. Any of these conditions may delay, alter, or prevent the consummation of the transactions. If we are unable to complete one or both of the probable acquisitions, Tejascore may remain a development-stage entity with no revenue-generating operations, no consolidated manufacturing assets, no controlled customer relationships, and no operating workforce. Because our interest in Marelli UM would in any event be a non-controlling equity method investment rather than a consolidated business, the completion of the Alpha Maier acquisition is particularly important to our ability to report consolidated operations; failure to complete Alpha Maier would have a disproportionate effect on our operating profile. In such a scenario, we may not have an alternative business plan, and our ability to deploy Offering proceeds for any meaningful commercial purpose would be severely impaired. Failure to complete the probable acquisitions may also damage our credibility with investors, partners, and acquisition targets; increase our cost of capital; and leave us with transaction expenses, advisory fees, or other liabilities without corresponding operating assets. As a result, Tejascore could be left without a viable business, and investors could lose part or all of their investment.
The Company may not realize expected synergies or integration benefits from the acquisitions.
Tejascore's strategy assumes that its two probable acquisitions, a consolidated 51% interest in Alpha Maier India and a 39.51% non-controlling equity method interest in Marelli UM India, will create operational efficiencies, procurement advantages, technology-sharing opportunities, and cost synergies. These anticipated benefits are inherently uncertain and may not be achieved within the expected timeframes, or at all. Integration presents significant challenges, which are heightened by the fact that the Company will not control Marelli UM. While Tejascore would control and consolidate Alpha Maier, it will hold only a non-controlling interest in Marelli UM and will not be able to direct that company's manufacturing processes, quality systems, supply chain, procurement, financial reporting, or personnel decisions; the realization of any cross-company synergies with Marelli UM will therefore depend on the cooperation of Marelli UM and its controlling shareholder, Marelli Europe S.p.A., which may not share our objectives. Key risks include difficulties aligning manufacturing processes, harmonizing quality systems, consolidating supply chains where feasible, integrating financial reporting (including obtaining timely information from Marelli UM to apply the equity method), merging engineering capabilities, retaining critical employees, and managing cross-border regulatory compliance. Unexpected integration costs, operational disruptions, or delays in achieving synergy targets may materially reduce or eliminate the expected benefits of the acquisitions. Furthermore, if customer relationships are disrupted, if key personnel depart, or if operational inefficiencies arise, the business may underperform relative to forecasts. Failure to realize projected synergies or operational improvements could adversely affect our revenues, margins, and cash flows, and may impair our ability to achieve profitability or meet investor expectations.
Tejascore's business model depends heavily on successful execution of a multi-jurisdiction acquisition strategy.
Tejascore's growth strategy is centered on acquiring and integrating operating businesses in India, namely its two probable acquisitions, a 51% controlling interest in Alpha Maier India (to be consolidated) and a 39.51% non-controlling interest in Marelli UM India (to be accounted for under the equity method), each of which is subject to complex legal, regulatory, financial, tax, labor, and operational frameworks. Successfully executing this strategy requires navigating cross-border regulatory approvals, currency risks, foreign investment restrictions (including filings under India's foreign exchange regulations such as Form FC-TRS), transfer-pricing considerations, employment laws, environmental and manufacturing regulations, and industry-specific compliance requirements. Any delays, denials, or additional conditions imposed by governmental authorities in India or the United States could slow or prevent the completion of our probable acquisitions. Managing operations across multiple jurisdictions also presents ongoing challenges, including coordinating management oversight, standardizing operational processes where we have the ability to do so, maintaining consistent quality and safety standards, and ensuring timely, accurate financial reporting across regions with differing accounting norms and statutory requirements, including the reconciliation of Indian GAAP to U.S. GAAP. These challenges are compounded by the fact that we will not control Marelli UM and will depend on that company and its controlling shareholder for the cooperation and information necessary to oversee the investment and apply the equity method. Failure to effectively manage these cross-border complexities could result in higher-than-expected costs, disruption of operations, impaired customer relationships, loss of key personnel, regulatory penalties, or an inability to maintain consistent performance. If Tejascore is unable to execute and sustain its acquisition and operating model, our business, financial results, and long-term strategic goals could be materially and adversely affected.
Our directors and officers may face conflicts of interest in evaluating, negotiating, and consummating acquisitions, which could influence the terms or outcomes of such transactions.
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Our directors and officers are responsible for identifying, evaluating, negotiating, and approving potential acquisition transactions. In doing so, they may encounter actual or potential conflicts of interest, including differing interests between management and investors, time commitments to other business activities prior to assuming full-time roles with the Company, or differing views regarding the timing, structure, or terms of potential acquisitions. Although, as of the date of this Offering Circular, none of our directors or officers have any material ownership interest in, or have entered into any material agreements with, any of the proposed acquisition targets, and no director or officer will receive any finder's fees, success fees, or similar compensation in connection with the consummation of any acquisition, such conflicts could arise in the future. If conflicts of interest are not appropriately identified and managed, they could result in decisions that are not aligned with the best interests of the Company or its investors. We intend to manage potential conflicts of interest through applicable corporate governance practices, including disclosure obligations, board oversight, and applicable fiduciary duties; however, these measures may not fully mitigate the impact of any conflicts that may arise.
Tejascore is a newly formed holding company and will depend entirely on its subsidiaries for revenues and cash flows.
Tejascore has been established as a holding company and, by design, has no standalone operations, no independent revenue-generating activities, and no internal sources of cash flow. Following completion of the two probable acquisitions, the Company's consolidated revenues and operating cash flows will be generated principally by its consolidated subsidiary, Alpha Maier India (in which it will hold a 51% interest). The Company's interest in Marelli UM India will be a 39.51% non-controlling equity method investment, from which the Company would receive cash only to the extent Marelli UM declares and pays dividends or other distributions, decisions that will rest with Marelli UM's controlling shareholder, not with Tejascore. Our ability to service operating expenses, meet corporate obligations, fund growth initiatives, and return value to shareholders will therefore depend on the financial performance, liquidity, and distribution capacity of Alpha Maier and, to the extent of any distributions, Marelli UM. Each operating business is subject to its own operational risks, capital needs, customer cycles, and regulatory frameworks. Marelli UM in particular has reported a material uncertainty related to going concern and significant overdue payables, as described elsewhere in this Offering Circular, and there is no assurance it will pay any dividends or distributions to its shareholders. Local laws in India may restrict the upstreaming of cash, impose withholding taxes, or limit dividend distributions, which could constrain the Company's ability to receive funds, and because the Company will not control Marelli UM, it cannot compel distributions from that company. If our operating businesses underperform, require reinvestment, face operational disruptions, or are unable to generate sufficient cash flows, Tejascore may be unable to meet its obligations at the parent level. Because the Company will not have alternative revenue streams, any adverse development at the operating-business level could materially weaken our financial position and overall viability. Investors should expect that the Company's financial success will depend principally on the performance and stability of Alpha Maier and, to a lesser and indirect extent, on its investment in Marelli UM.
As a holding company, Tejascore may face restrictions on upstreaming cash from foreign subsidiaries.
Tejascore will operate through a consolidated subsidiary and hold an equity method investment located in India, its ability to receive cash, whether in the form of dividends, intercompany payments, management fees, or loan repayments, will be subject to foreign exchange regulations, tax laws, corporate law limitations, and banking controls in India. These restrictions may materially limit the amount of capital that can be legally or practically transferred to the U.S. parent company. In India, dividend distributions are subject to corporate law thresholds, board approvals, solvency tests, and potential withholding taxes, and India maintains foreign exchange regulations that may delay or restrict repatriation of funds to a U.S. entity. These constraints apply to our consolidated subsidiary, Alpha Maier India. With respect to Marelli UM India, the limitation is more significant: because Tejascore will hold only a 39.51% non-controlling interest, it cannot compel Marelli UM to declare or pay dividends or to make any other distribution, and any cash from that investment will depend on decisions made by Marelli UM's controlling shareholder. Marelli UM has also reported a material uncertainty related to going concern, and there is no assurance it will distribute any cash to its shareholders. Both jurisdictions in which our businesses operate may impose additional constraints during periods of financial stress or regulatory review, or where reinvestment is required to meet working-capital or operational needs. If our operating businesses are unable, or are legally restricted, from upstreaming or distributing sufficient cash, Tejascore may not be able to fund parent-level expenses, service any debt, satisfy corporate obligations, or execute its strategic plans. Because Tejascore will not have its own operating revenues, any limitations on cash repatriation or distribution could materially impair our liquidity, financial flexibility, and overall financial condition.
Cross-border legal, tax, and regulatory frameworks may limit the Company's ability to integrate global operations.
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Tejascore intends to operate a consolidated subsidiary and to hold a non-controlling equity method investment in India, with its corporate functions in the United States, each subject to its own complex legal, tax, labor, manufacturing, environmental, and regulatory systems. These frameworks may significantly restrict, delay, or complicate the Company's ability to operate its consolidated subsidiary, align management structures, consolidate financial reporting, or implement unified corporate policies. Differences in corporate governance rules, employment protections, unionization requirements, environmental standards, data-privacy regulations, product-safety laws, and industry-specific compliance obligations may require business-level processes that cannot be standardized at the holding-company level. These limitations are more pronounced with respect to Marelli UM India, in which the Company will hold only a 39.51% non-controlling interest and which it will not control; the Company cannot direct Marelli UM's management, policies, or reporting and will depend on Marelli UM and its controlling shareholder. Tax regimes, including transfer-pricing rules, indirect taxes, withholding taxes, and limitations on deductibility, may affect the flow of goods, services, and intellectual property and may reduce anticipated efficiencies or synergies. Additionally, regulatory approvals for operational changes, restructuring, capital movements, or intercompany arrangements may take significantly longer in foreign jurisdictions or may be denied altogether, including the foreign-investment approvals required in India for the acquisitions themselves. Any failure to comply with local regulations could result in fines, penalties, operational shutdowns, loss of licenses, or damage to customer relationships. If Tejascore is unable to effectively navigate and harmonize these cross-border frameworks, the Company may experience delays, higher operating costs, reduced synergies, or operational fragmentation, each of which could materially and adversely affect our business, financial condition, and strategic objectives.
The Company may face challenges in establishing effective internal controls and reporting systems.
As a newly formed holding company preparing to acquire and consolidate an operating business and to account for a separate investment under the equity method, Tejascore must establish and maintain robust internal controls over financial reporting, disclosure controls, risk-management systems, and operational oversight mechanisms. At present, the Company has no established internal control framework, no historical financial reporting processes, and no experience complying with U.S. reporting requirements. Following the acquisitions, Tejascore will be required to consolidate the financial and operational data of its subsidiary, Alpha Maier India, and to obtain from Marelli UM India the information necessary to apply the equity method. Each business currently uses its own accounting standards, enterprise resource planning (ERP) systems, compliance processes, and internal controls. Aligning the systems of its consolidated subsidiary into a reporting environment that meets U.S. securities laws, particularly Regulation A Tier 2 requirements, may prove complex, costly, and time-consuming, and differences between Indian generally accepted accounting principles and U.S. GAAP, including the required U.S. GAAP reconciliations, may further complicate consolidation. With respect to Marelli UM, the Company will not control that company's accounting systems or internal controls and will depend on it and its controlling shareholder to provide accurate and timely information; the Company cannot extend its own internal controls over Marelli UM's financial reporting, which heightens the risk of incomplete or untimely information. If Tejascore is unable to implement effective internal controls, we may experience inaccurate financial reporting, delayed filings, operational inefficiencies, misstatements, or non-compliance with regulatory obligations. Weak controls could also impair management's ability to make informed operational and strategic decisions, increase the risk of fraud or unauthorized transactions, and undermine investor confidence. Failure to establish and maintain adequate internal controls and reporting systems could materially harm our financial condition, jeopardize our ability to operate as a compliant reporting issuer, and adversely affect our reputation and access to capital.
Tejascore's board and management team have limited operating history working together.
Although Tejascore intends to assemble an experienced board and senior management team, the individuals who will lead the Company following the acquisitions have limited history operating together as a unified leadership group. Several proposed executives currently hold senior roles in different organizations and have not previously worked within a single integrated corporate structure. Effective execution of Tejascore's strategy, including completing the two probable acquisitions, consolidating Alpha Maier India, overseeing the Company's non-controlling equity method investment in Marelli UM India, managing cross-border compliance, establishing internal controls, driving operational improvements where the Company has the ability to do so, and pursuing potential synergies, will depend heavily on the ability of the leadership team to work cohesively. Differences in management styles, strategic priorities, decision-making approaches, or cultural expectations may create friction or slow execution. In addition, the transition of these individuals into full-time roles at Tejascore will require rapid alignment on governance practices, risk-management protocols, reporting standards, and operational oversight across the Company's operations in India and its corporate functions in the United States, including the additional complexity of overseeing an equity method investee that the Company does not control. There is no assurance that the leadership team will integrate effectively, or that it will adapt quickly enough to the demands of operating a newly formed holding company pursuing an acquisition and growth strategy. If the management team is unable to operate effectively as a cohesive unit, Tejascore may experience delays in implementing its business plan, reduced operational efficiency, weaker strategic execution, and impaired ability to achieve financial targets, any of which could materially and adversely affect the Company and its investors.
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The Company may experience difficulty recruiting and retaining qualified senior management and key personnel.
Tejascore's ability to execute its acquisition strategy, oversee its operating businesses, and operate in the automotive electronics and HMI sector will depend significantly on the recruitment and retention of skilled senior executives, engineers, manufacturing specialists, finance professionals, compliance personnel, and operational managers. As a newly formed holding company with no operating history, Tejascore may be less attractive to prospective candidates compared to established industry competitors. Following the two probable acquisitions, the Company will need its consolidated subsidiary, Alpha Maier India, to retain key personnel across its technical, engineering, production, quality, and customer-facing functions, as these individuals possess institutional knowledge, customer relationships, and specialized skills critical to maintaining product quality and meeting OEM requirements. With respect to Marelli UM India, in which the Company will hold only a 39.51% non-controlling interest, the Company will not control that company's employment, compensation, or retention decisions, and the departure of key Marelli UM personnel, over which the Company has no control, could adversely affect the performance and value of the Company's equity method investment. Competition for such talent is intense within the automotive electronics and HMI sector, particularly in India, where demand for skilled engineers and manufacturing professionals can exceed supply. Changes in compensation structures, uncertainty during transition periods, cultural integration challenges, or perceived instability following the acquisitions may cause key employees to leave. Replacing such individuals could require significant time and cost, and in some cases suitable replacements may not be available. If Tejascore is unable to recruit or retain qualified personnel, either at the holding-company level or within its consolidated operations, or if its equity method investee is unable to do so, the Company may face operational disruptions, reduced product quality, delayed program execution, loss of customer confidence, and diminished ability to achieve projected growth. Any of the foregoing could materially and adversely affect our business and prospects.
The offering price has been determined by management and does not necessarily reflect market value.
The price at which the Company is offering its shares in this Regulation A Tier 2 offering has been determined solely by Tejascore's management based on factors such as anticipated acquisition costs, projected business performance, perceived market opportunity, and expected capital needs. This price has not been established through arm's-length negotiation, independent valuation, or a formal price discovery process in any public market. Because Tejascore has no operating history, no revenues, limited assets, and has not yet completed its planned acquisitions, there is no reliable basis to determine the intrinsic value of the Company or its securities. As a result, the offering price may not reflect the actual market value of the Company, the value of the businesses we intend to acquire, or the price at which the shares may trade in the future, if a trading market ever develops. Investors may therefore purchase shares at a price that is significantly higher than the value ultimately realized, particularly if the acquisitions are delayed, modified, or not completed, or if the acquired businesses perform below management's expectations. Post-offering valuations may fluctuate materially based on operational results, integration outcomes, market conditions, or investor sentiment, none of which may align with the assumptions used by management to set the offering price. There can be no assurance that the shares will ever trade at or above the offering price, and investors may lose part or all of their investment.
Investors will experience immediate and substantial dilution upon purchasing shares.
Investors purchasing shares in this Offering will experience immediate and substantial dilution because the offering price exceeds the net tangible book value per share of the Company both before and after the issuance of new shares. As a newly formed entity with minimal assets and no operating history, Tejascore's current net tangible book value is substantially lower than the offering price, resulting in dilution to investors purchasing shares at this stage. Furthermore, Tejascore expects to require significant additional financing to complete its acquisition strategy and fund ongoing operations. Future capital raises may involve the issuance of equity or equity-linked securities at prices that may be lower than the offering price, which would result in further dilution to existing shareholders. The Company may also issue shares in connection with acquisitions, incentive compensation plans, services agreements, or strategic partnerships, any of which could materially dilute investors' ownership interests. Because the Company's valuation has been determined by management and is not directly tied to current operating performance, investors should assume that dilution will occur not only at the time of purchase but also throughout the Company's early-stage growth and acquisition phases. As a result of this dilution, investors may own a smaller percentage of the Company than anticipated, and the value of their investment may be lower than the price paid at the time of purchase.
Tejascore may need to raise additional capital after this offering, causing further dilution.
15
The proceeds from this Offering will not be sufficient to complete all planned acquisitions, fund integration activities, support working capital requirements, or execute Tejascore's long-term growth strategy. As a result, the Company expects that it will need to raise additional capital in the future through one or more offerings of equity, equity-linked securities, or other financing instruments. Future fundraising rounds may occur at valuations that are lower than the valuation implied by this Offering. If additional shares are issued at a discount to the offering price, existing investors will experience significant dilution in terms of both ownership percentage and the economic value of their holdings. The Company may also issue shares in connection with acquisitions, compensation arrangements, consulting agreements, or strategic partnerships, each of which would further dilute existing shareholders. Moreover, market conditions, operational performance, and the timing of the Company's acquisition strategy may require urgent or opportunistic capital raises. In such circumstances, Tejascore may be required to accept financing terms that are unfavorable to existing investors, including anti-dilution protections granted to new investors, preferential rights, or convertible instruments that increase dilution over time. If Tejascore is unable to secure sufficient additional capital, it may be forced to delay or scale back key components of its business plan, which could adversely affect the Company's prospects, valuation, and investor returns. Even if additional capital is obtained, investors in this Offering should expect that their ownership stake may be diluted substantially.
There is no public market for Tejascore's common stock and liquidity may be limited for an extended period.
There is currently no public market for Tejascore's common stock, and there is no assurance that an active trading market will develop in the future. The Company has not applied to list its securities on any national securities exchange or over-the-counter marketplace, and trading may remain limited or nonexistent for an extended period following this Offering. Even if Tejascore seeks to establish a secondary market or applies for quotation on an OTC platform, there is no guarantee that such efforts will be successful, that a broker-dealer will agree to make a market in the securities, or that required regulatory approvals will be obtained. Additionally, low trading volume, limited investor awareness, or concerns related to the Company's early-stage status and acquisition plans could significantly restrict liquidity. As a result, investors may find it difficult, or impossible, to sell their shares when desired or at prices equal to or higher than the offering price. Illiquidity may also increase price volatility, reduce the ability of investors to exit their investment, and limit the Company's flexibility in conducting future capital raises. Because there is no assurance that a liquid market will ever develop for Tejascore's common stock, investors should be prepared to hold their shares for an indefinite period and bear the risk of a complete loss of their investment.
The Company may fail to meet future requirements for listing on a national securities exchange.
Although Tejascore may eventually seek to list its common stock on a national securities exchange such as Nasdaq or the NYSE, there is no guarantee that the Company will satisfy the applicable quantitative or qualitative listing standards. National exchanges impose requirements related to shareholder equity, market capitalization, share price, corporate governance, board composition, internal controls, and financial reporting history. As a newly formed company with no operating history, limited assets, and ongoing acquisition plans, Tejascore may be unable to meet these thresholds for several years, if at all.
Additionally, successful listing typically requires sustained operating performance, consistent revenue generation, positive cash flows, and demonstrated corporate governance maturity, all of which depend on successful completion and integration of the planned acquisitions. Any delays, operational shortfalls, or setbacks in financial performance could prevent the Company from qualifying for an exchange listing. Even if the Company applies for listing, regulatory reviews may impose additional conditions or result in denial. Failure to list on a national exchange may significantly limit liquidity for investors, reduce visibility with institutional investors, and restrict access to larger pools of capital. As a result, there is a substantial risk that Tejascore's securities may remain unlisted for an extended period, or indefinitely, which may materially affect investor liquidity and long-term shareholder value.
The best-efforts nature of the offering means the Company may raise substantially less than the target amount.
This Offering is being conducted on a best-efforts basis, which means that neither the Company nor any placement agent is obligated to purchase or sell any specific amount of securities. As a result, there is no assurance that Tejascore will raise the full amount sought, or even a meaningful portion of it.
If investor interest is lower than anticipated, the Company may receive substantially less capital than required to complete the planned acquisitions, support working capital needs, fund integration costs, or execute its strategic objectives. Raising less than the target amount may force Tejascore to:
- Modify, delay, or abandon one or more acquisitions;
- Prioritize certain subsidiaries at the expense of others;
- Defer technology investments, equipment upgrades, or expansion plans;
- Seek alternative, potentially more expensive financing options; or
- Operate with insufficient liquidity, increasing business risk.
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Because the Company has no operating revenues and depends entirely on offering proceeds and future capital raises to execute its business plan, a shortfall in capital raised under this Offering could materially impair Tejascore's ability to function as intended. Investors should be aware that the best-efforts structure increases the risk that Tejascore may not meet its funding needs, which could adversely affect the Company's financial stability and long-term prospects.
If the offering is not fully subscribed, Tejascore may be unable to complete the acquisitions.
Tejascore's ability to complete the planned acquisitions of Alpha Maier India and Marelli UM India depends heavily on raising sufficient capital through this Offering. Each acquisition requires substantial upfront funding for purchase consideration, due-diligence costs, transaction fees, regulatory approvals, integration planning, and initial working-capital support at the operations we control. If the Offering is not fully subscribed, the Company may lack the financial resources necessary to satisfy closing conditions or to negotiate acceptable terms with sellers, lenders, or regulatory bodies. A partial raise may force Tejascore to delay, renegotiate, downsize, or abandon one or both of the acquisitions. Sellers may require proof of funds or escrow deposits that the Company cannot provide without sufficient subscription. Additionally, reduced capital may impair Tejascore's ability to secure complementary financing, as lenders and strategic partners often require a minimum equity infusion as a condition of participation. If Tejascore is unable to complete the acquisitions due to inadequate offering proceeds, the Company may remain a development-stage holding entity with no consolidated operating subsidiary, no revenue base, and no clear path to executing its strategic plan. Because the Company's interest in Marelli UM would in any event be a non-controlling equity method investment rather than a consolidated business, the completion of the Alpha Maier acquisition is particularly important to the Company's ability to report consolidated operations. This could result in a material decline in shareholder value, reduced investor confidence, and potential difficulty continuing as a going concern. Failure to raise sufficient proceeds in the Offering therefore presents a significant risk that Tejascore may not complete the probable acquisitions or operate as intended, and investors may lose part or all of their investment.
Tejascore may face significant challenges integrating operations, systems, and cultures across multiple jurisdictions.
Tejascore's acquisition strategy involves combining and managing businesses located in India, each operating under distinct regulatory regimes, labor markets, cultural norms, management philosophies, and business practices. Integrating these subsidiaries into a cohesive global organization requires substantial effort across operational processes, reporting systems, technology platforms, quality standards, human resources practices, and organizational culture. Differences in workplace norms, decision-making styles, communication expectations, and hierarchical structures may create friction among teams, reduce collaboration, or impair the Company's ability to standardize processes.
Additionally, subsidiaries may use incompatible ERP systems, production methodologies, engineering standards, and compliance frameworks that require costly and time-consuming alignment. Failure to effectively integrate these systems and cultures may result in operational inefficiencies, duplication of functions, inconsistent quality levels, data inconsistencies, delays in product development, or reduced customer satisfaction. Integration challenges may also distract management from core operations, leading to performance degradation at the subsidiary level. If Tejascore is unable to harmonize operations across jurisdictions and establish a unified global culture, the anticipated benefits of the acquisitions, including synergies, economies of scale, and improved competitiveness, may not be realized. Such difficulties could materially and adversely affect the Company's financial condition, strategic execution, and long-term growth prospects.
The acquired companies may have undisclosed liabilities or operational deficiencies.
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Although Tejascore intends to conduct financial, operational, legal, regulatory, and technical due diligence prior to completing each acquisition, it is possible that the target companies, Alpha Maier India and Marelli UM India, may have undisclosed, unknown, or underestimated liabilities that are not identified during the diligence process. These may include tax exposures, environmental compliance issues, labor disputes, product warranty obligations, quality problems, undisclosed debts, pending litigation, customer claims, cybersecurity vulnerabilities, or legacy contractual obligations. In addition, the acquired companies may have operational deficiencies such as outdated equipment, inefficient production processes, unprofitable customer contracts, shortages of skilled personnel, gaps in internal controls, or deficiencies in quality management systems. These issues may not be fully known until after closing, particularly given the complexity of manufacturing operations, multinational customer relationships, and long product-life cycles in the automotive electronics and HMI sector. The risk of undisclosed liabilities is heightened in the case of Marelli UM, which has reported a material uncertainty related to going concern and significant overdue trade payables, as described elsewhere in this Offering Circular. Because we will acquire only a 39.51% interest in Marelli UM and will not control its operations, our visibility into certain aspects of its records and practices may be more limited than in a controlled acquisition. If such liabilities or deficiencies arise, Tejascore may be required to incur substantial unplanned costs to remedy problems, settle claims, restructure operations, or upgrade facilities. These obligations could materially reduce cash flows, impair profitability, or delay integration plans. Because the Company is relying heavily on the acquired businesses to generate all operating revenues, any undiscovered liabilities or weaknesses could have a material adverse effect on Tejascore's financial condition, operating performance, and ability to achieve its strategic objectives.
The Company may not successfully harmonize financial reporting, IT systems, or internal controls post-acquisition.
Following the contemplated acquisitions, Tejascore will be required to consolidate and manage financial reporting for Alpha Maier, which would become a consolidated subsidiary, to account for its investment in Marelli UM under the equity method, and to manage enterprise resource planning (ERP) platforms, IT infrastructures, cybersecurity protocols, and internal control frameworks in respect of its operations in India. Each target company presently maintains its own accounting practices, ERP environment, operational data systems, and internal control procedures tailored to local statutory requirements and legacy organizational structures. Aligning this financial information into a unified framework that satisfies U.S. securities law requirements, including Regulation A reporting, internal control obligations, and audit-ready financial statements, will require significant time, investment, and technical expertise. Discrepancies between local Indian GAAP and U.S. GAAP may complicate consolidation and the preparation of the required U.S. GAAP reconciliations. Variations in financial close processes, chart-of-accounts structures, inventory costing methodologies, cost centers, and project accounting frameworks may further impede timely and accurate reporting. Our ability to obtain complete and timely financial information from Marelli UM may be further constrained because we will hold only a 39.51% interest and will not control its financial close, reporting, or internal control processes; we will depend on Marelli UM and its controlling shareholder to provide information sufficient for us to apply the equity method and meet our reporting obligations. If harmonization efforts encounter delays, resource constraints, data inconsistencies, or integration failures, Tejascore may experience inaccurate or delayed financial reporting, inability to produce auditable financial statements, operational disruptions, or failures in internal controls over financial reporting. Weaknesses in IT systems or cybersecurity environments may expose the Company to data breaches, system outages, or financial loss. Failure to establish a cohesive and effective reporting, IT, and control environment could materially impair Tejascore's ability to monitor performance, meet regulatory obligations, support strategic decision-making, or maintain investor confidence. Such difficulties may also hinder the Company's ability to raise additional capital or pursue future growth initiatives.
Projected synergies, cost savings, and cross-company efficiencies may not materialize.
Tejascore's business model anticipates that, following the acquisitions of Alpha Maier India and Marelli UM India, the organization will achieve meaningful synergies, cost reductions, procurement advantages, technology-sharing efficiencies, and operational improvements. These expectations form an important part of the Company's strategic rationale and long-term financial projections. However, such anticipated benefits are inherently uncertain and may not be realized to the extent, within the timeframe, or in the manner anticipated by management. Synergies in areas such as procurement, engineering collaboration, product harmonization, shared services, manufacturing optimization, and overhead reduction may prove more difficult than expected due to incompatible systems, entrenched operational practices, cultural differences, customer-specific requirements, or resistance to change within the acquired businesses. Our ability to realize synergies from Marelli UM is further limited because we will hold only a 39.51% interest accounted for under the equity method and will not control its operations, procurement, or strategic decisions; the controlling 60.49% interest will remain with Marelli Europe S.p.A., which may not share our objectives or cooperate in pursuing cross-company efficiencies. Additionally, projected cost savings may be offset by unexpected integration expenses, required capital expenditures, restructuring costs, increases in labor or raw-material pricing, or inefficiencies that arise during the integration process. If synergies fail to materialize, or materialize more slowly or at lower levels than forecast, Tejascore may experience lower profitability, reduced margins, weaker cash flows, and diminished return on investment. Failure to achieve these benefits could also impair the Company's competitiveness in the automotive electronics and HMI sector and weaken its ability to meet investor expectations. As a result, investors should not rely on projected synergies or cost savings as an indicator of future performance, and there is no assurance that these anticipated efficiencies will contribute meaningfully to Tejascore's financial results.
Management bandwidth may be significantly strained during simultaneous integration activities.
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The Company has only two executive officers, and its board consists of two directors. Completing two cross-border acquisitions, integrating a consolidated subsidiary, overseeing an equity method investment, establishing US public company reporting, and managing three auditor relationships will place substantial simultaneous demands on this small team across multiple time zones. Management will depend heavily on the retained management of the target companies and on outside advisors, and competing demands may delay integration milestones, weaken oversight, or divert attention from operational performance. If management bandwidth proves insufficient, the Company may experience delayed filings, integration failures, or deterioration in the performance of the acquired businesses, any of which could materially and adversely affect the Company.
Deployment of offering proceeds through our Indian subsidiary is subject to Indian foreign investment and exchange control requirements, which could delay or prevent completion of the acquisitions.
Proceeds of this offering will be contributed by the Company to Tejascore Techsystem Private Limited, its wholly owned Indian subsidiary, which will acquire the target company shares. Each step is subject to Indian foreign direct investment policy and the Foreign Exchange Management Act, 1999, including sectoral entry conditions, pricing guidelines that govern the price at which shares may be transferred between residents and non residents, and reporting requirements such as Form FC-GPR for the capitalization of the subsidiary and Form FC-TRS for the share transfers. Delays in banking channel processing, valuation certifications, or regulatory reporting acceptance could delay closings beyond the long stop dates or the six month second tranche period; adverse changes in Indian foreign investment policy could prevent the transactions in the form contemplated; and non compliance could result in penalties or unwinding obligations. Any of these outcomes could materially and adversely affect the Company’s ability to complete the acquisitions, its compliance standing, and the value of its investment structure.
Operating across multiple regulatory frameworks may increase compliance costs and expose the Company to enforcement risks.
Navigating the regulatory environments applicable to the Company and its target companies will require significant resources, continuous monitoring, and local expertise. In India, the Company and its target companies must comply with regulations involving the Companies Act, foreign exchange controls under FEMA and related Reserve Bank of India requirements, GST and indirect taxation, labor and factory laws, environmental clearances, and sectoral compliance requirements. The proposed acquisitions are themselves subject to Indian foreign investment approvals, including filings such as Form FC-TRS, and any delay or denial could prevent or delay completion. Enforcement actions, inspections, or regulatory changes can impose unexpected costs or operational restrictions. Failure to comply with applicable regulations in any jurisdiction in which the Company operates may result in fines, penalties, operational shutdowns, revocation of licenses, litigation, or reputational harm. Moreover, changes in laws or regulatory interpretations, whether related to labor rules, industrial safety, environmental mandates, or cross-border transactions, may increase compliance costs or limit operational flexibility. Given the Company's limited operating history and the complexity of operating its consolidated subsidiary and overseeing its equity method investment, Tejascore may face heightened compliance risk during the early years of operations. Any regulatory lapses or delays in establishing robust compliance systems could materially and adversely affect the Company's financial condition, operational stability, and strategic objectives.
Cross-border tax, transfer-pricing, and repatriation rules may adversely affect financial performance.
The Company will operate through a US parent, an Indian acquisition subsidiary, and Indian operating companies, and intercompany arrangements among them will be subject to transfer pricing rules in both the United States and India, including documentation and arm’s length pricing requirements. Dividends and other distributions from India are subject to Indian withholding taxes, and repatriation of funds is subject to exchange control requirements under FEMA. Changes in tax treaties, rates, or enforcement practice, or a determination that the Company has a taxable presence in a jurisdiction where it has not provided for tax, could increase the group’s effective tax rate, reduce the cash available to the US parent, and adversely affect the Company’s financial condition and the returns available to investors.
Currency fluctuations between USD, INR, and EUR may materially impact results.
Tejascore's financial performance will be exposed to significant foreign-exchange risk because the Company will raise capital in U.S. dollars (USD) while its operating businesses are located in India and report in Indian Rupees (INR). At its consolidated subsidiary, Alpha Maier India, revenues, costs, capital expenditures, payroll, and taxes will be denominated primarily in INR, whereas the Company's consolidated reporting, parent-level expenses, and investor disclosures will be prepared in USD. The Company's investment in Marelli UM India will be accounted for under the equity method; the Company's share of Marelli UM's INR-denominated results, when translated to USD, will likewise be subject to exchange-rate movements. Fluctuations in exchange rates, whether due to macroeconomic conditions, interest-rate differentials, geopolitical developments, inflationary pressures, or government intervention, may materially impact the Company's reported results, the carrying value of its investments, cash flows, and valuation. For example:
- A strengthening USD may reduce the translated value of INR-denominated revenues, assets, and the Company's share of equity method earnings.
- A weakening USD may increase the cost of imported components or equipment purchased in foreign currencies.
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- Volatility in the INR may significantly affect the cost structure of the Indian operations, including wages and supplier payments, some of which are denominated in other currencies such as the euro and the Japanese yen.
Translation of INR-denominated financial statements to USD under ASC 830 will also give rise to a cumulative translation adjustment recorded in accumulated other comprehensive income, which may reduce reported equity and total comprehensive income even when underlying operations are stable. In addition, the Company may need to make cross-border payments for integration costs, intercompany services, or acquisition consideration, and currency movements between the time obligations are incurred and when payments are executed may increase costs beyond projections. Tejascore does not currently have a currency-hedging program, and there is no assurance that such tools will be available, cost-effective, or successful in mitigating exposure. As a result, foreign-exchange volatility could materially distort operating results, reduce cash available for reinvestment or repatriation, and adversely affect the Company's financial condition and investor returns.
Changes in political or economic conditions in India, Europe, or the U.S. may disrupt operations.
The Company’s operating businesses are located in India, its selling counterparties and joint venture partners include European groups, and its parent and investors are in the United States. Elections, changes in government policy, trade measures, tariffs, sanctions, tax reform, inflation, interest rate movements, or deterioration in diplomatic or commercial relations among these jurisdictions could disrupt the operations of the target companies, alter the economics of the proposed acquisitions, restrict the movement of goods or capital, or reduce demand from automotive customers. Political or economic instability in any of these regions could therefore materially and adversely affect the Company’s business, financial condition, and results of operations.
Tejascore may face challenges maintaining consistent operational standards across multiple countries.
Following the two probable acquisitions, Tejascore will be associated with manufacturing, engineering, quality-assurance, and administrative functions in India through its consolidated subsidiary, Alpha Maier India, and through its non-controlling equity method investment in Marelli UM India. Ensuring consistent performance, quality, safety, and compliance will be important to maintaining customer confidence and meeting international automotive standards. Differences in local manufacturing processes, supplier ecosystems, workforce skill levels, productivity norms, environmental standards, and safety regulations may make it difficult to implement uniform operational procedures, and the operating businesses may rely on legacy systems, equipment, or entrenched workflows that do not align with the Company's preferred standards. A significant limitation is that the Company will control only Alpha Maier. At its consolidated subsidiary, Tejascore can seek to implement and enforce operational and quality standards, although doing so may require extensive training, capital investment, system upgrades, and change-management efforts. At Marelli UM, however, the Company will hold only a 39.51% non-controlling interest and will not have the power to direct that company's operations, quality systems, or compliance practices; the Company will depend on Marelli UM and its controlling shareholder to maintain appropriate standards, and will have limited visibility into and limited ability to influence day-to-day operations. Any deterioration in Marelli UM's operational or quality performance could adversely affect the value of the Company's investment without the Company being able to compel corrective action. Any failure to maintain consistent operational standards could result in product quality issues, production delays, increased defect rates, recalls, customer dissatisfaction, or loss of key OEM relationships. Inconsistent implementation of quality-management frameworks, such as IATF 16949, ISO certifications, and customer-specific audit requirements, could expose the operating businesses to non-compliance risks or jeopardize supply contracts. If Tejascore is unable to establish and enforce consistent standards at the operations it controls, or if its equity method investee fails to maintain appropriate standards, the Company may experience weakened competitiveness, reduced efficiency, and material adverse effects on its financial results and reputation.
Tejascore may be unable to prepare consolidated financial statements that satisfy SEC requirements.
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After completing the two probable acquisitions, Tejascore will be required to prepare audited financial statements that comply with U.S. securities laws, Regulation A Tier 2 requirements, and applicable accounting standards. This will include consolidating Alpha Maier India as a majority-owned subsidiary and accounting for the Company's 39.51% interest in Marelli UM India under the equity method, together with the related U.S. GAAP reconciliations and pro forma financial information. The target companies currently maintain separate financial systems, follow Indian generally accepted accounting principles rather than U.S. GAAP, and operate on distinct reporting schedules. Aligning these frameworks into financial statements suitable for SEC filings, including reconciling Indian GAAP to U.S. GAAP, may prove highly complex and resource-intensive. In addition, the target companies do not maintain historical financial statements prepared in accordance with U.S. GAAP, and adjustments, reclassifications, or reconciliations are required to achieve compliance. The target companies may also have incomplete documentation, inconsistent internal controls, or legacy accounting practices that complicate consolidation, application of the equity method, and audit readiness. Our ability to prepare timely and accurate financial information for Marelli UM is further limited because we will hold only a non-controlling 39.51% interest and will depend on Marelli UM and its controlling shareholder to provide the information required to apply the equity method. Preparing pro forma financials, footnote disclosures, and the explanations that meet SEC expectations may require substantial management effort and third-party professional support. If Tejascore is unable to produce timely, accurate, and SEC-compliant financial statements, the Company may face delays in qualification of this Offering, deficiencies in required filings, challenges completing future financings, or adverse regulatory scrutiny. Investors may also lose confidence in the reliability of the Company's financial information, which could impair valuation and restrict access to capital. Failure to meet SEC financial reporting requirements could materially and adversely affect Tejascore's ability to operate as a compliant reporting company and execute its long-term strategic objectives.
The Company may face delays obtaining audits of the acquired businesses that satisfy U.S. requirements.
To maintain compliance with U.S. securities regulations and complete required filings under Regulation A, Tejascore must obtain audited financial statements of its consolidated subsidiary and of any business required to be presented under Regulation S-X, prepared and audited in a manner that satisfies the applicable U.S. requirements. The two probable acquisition targets, Alpha Maier India and Marelli UM India, currently prepare their financial statements under Indian generally accepted accounting principles and are audited by Indian audit firms under Indian auditing standards. Their financial statements may not in all respects be maintained or audited in a manner that immediately satisfies the requirements applicable to financial statements included in an SEC filing. The target companies may have legacy accounting practices, incomplete documentation, non-standardized internal controls, or ERP systems that do not support the audit trails expected for SEC purposes. Their financial statements require the addition of a footnote reconciling Indian GAAP to U.S. GAAP and revised audit opinions covering the amended statements, as the staff of the Securities and Exchange Commission has indicated in its comments on the Company's draft offering statement. Audit firms may need significant time to perform the necessary procedures, verify historical data, assess internal controls, and address the U.S. GAAP reconciliation. The Indian audit firms may not be registered with the Public Company Accounting Oversight Board (PCAOB), which, depending on the requirements ultimately determined to apply, could necessitate engaging a PCAOB-registered firm or coordinating across firms, increasing complexity, cost, and time. These challenges are compounded with respect to Marelli UM India because the Company will hold only a 39.51% non-controlling interest and will not control Marelli UM's financial reporting, audit process, or records; the Company will depend on Marelli UM and its controlling shareholder to provide audited financial statements and the information necessary to apply the equity method, and cannot compel that company to meet U.S.-oriented audit expectations or timelines. Any delay in obtaining audited financial statements that satisfy the applicable requirements may postpone SEC filings, delay offering qualification, hinder future capital-raising efforts, or restrict the Company's ability to meet ongoing reporting obligations, and could negatively affect investor confidence and create financial uncertainty. Failure to obtain timely, audit-ready financial statements for the probable acquisitions could materially and adversely affect Tejascore's regulatory compliance, strategic timelines, and access to capital.
U.S. Sanctions and Trade Restrictions Could Adversely Affect Our Business, Operations, and Growth Prospects
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The United States government has imposed, and may in the future impose, economic sanctions, export controls, trade restrictions, and other regulatory measures on various countries, regions, entities, and individuals around the world. Such measures are administered by U.S. governmental authorities, including the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC), the U.S. Department of Commerce, and the U.S. Department of State. These sanctions and restrictions are subject to change based on evolving geopolitical, national security, foreign policy, and trade considerations and may be imposed, expanded, modified, or enforced with little or no advance notice. Although India is not currently subject to comprehensive U.S. economic sanctions, the United States has, from time to time, imposed targeted sanctions, trade restrictions, export controls, and other regulatory measures affecting India or entities operating in India, including restrictions related to defense, technology transfer, supply chain security, financial transactions, or dealings with sanctioned third countries or counterparties. The Company conducts, or may in the future conduct, business operations, investments, or transactions that involve jurisdictions, counterparties, suppliers, customers, or financial institutions that could be directly or indirectly affected by such sanctions or related regulatory actions. Any expansion, tightening, or enforcement of U.S. sanctions or trade restrictions applicable to India, to countries with which India maintains commercial relationships, or to entities or individuals with whom the Company or its portfolio companies do business, could materially and adversely affect the Company's operations. Such effects may include, without limitation, restrictions on cross-border payments, limitations on access to U.S. dollar-denominated transactions, increased compliance costs, delays or prohibitions on technology transfers, disruptions to supply chains, limitations on the ability to engage with certain customers or suppliers, or the termination or modification of existing contractual relationships. In addition, violations, or alleged violations, of U.S. sanctions laws or regulations could expose the Company to significant civil or criminal penalties, reputational harm, enhanced regulatory scrutiny, and the diversion of management time and resources. Even if the Company believes it is in compliance with applicable sanctions regimes, changes in interpretation, enforcement priorities, or regulatory guidance could result in increased compliance burdens or unexpected restrictions on the Company's business activities. Any of the foregoing developments could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows, and prospects, and could limit the Company's ability to execute its growth strategy or complete contemplated acquisitions or investments.
We Rely on Information, Analyses, and Findings Provided by Third-Party Advisors and External Due Diligence Providers, Which May Be Incomplete, Inaccurate, or Misleading
In evaluating potential acquisitions, strategic investments, and other business opportunities, the Company relies, in significant part, on information, analyses, reports, and findings prepared by third-party advisors and external service providers, including legal counsel, accounting firms, financial advisors, valuation experts, technical consultants, and other due diligence providers. These third parties are engaged to assist the Company in assessing, among other things, the financial condition, legal compliance, tax position, operational performance, regulatory status, intellectual property, and overall risk profile of potential target businesses. The scope, depth, and accuracy of such third-party due diligence are inherently limited by a number of factors, including the information made available by the target company or its counterparties, time constraints, cost considerations, reliance on representations and certifications provided by third parties, and the professional judgment applied by such advisors. As a result, the findings and conclusions of external advisors may be incomplete, may contain errors or omissions, or may later prove to be inaccurate or misleading. Certain risks, liabilities, deficiencies, or compliance issues may not be identified during the due diligence process, or may only become apparent after the consummation of a transaction. If any information, analysis, or conclusion provided by third-party advisors or external diligence providers is incorrect, incomplete, or based on inaccurate or misleading underlying information, the
Company may make decisions based on flawed assumptions. This could result in the Company acquiring or investing in businesses that have undisclosed liabilities, overstated assets or earnings, regulatory or legal non-compliance, operational weaknesses, tax exposures, or other adverse conditions that were not identified during due diligence. In such circumstances, the Company may have limited or no contractual or legal recourse against the relevant third-party advisors or counterparties. Any failure to identify material risks or liabilities through the due diligence process could have a material adverse effect on the Company's business, financial condition, results of operations, cash flows, and prospects. In addition, reliance on external advisors may expose the Company to reputational harm, increased regulatory scrutiny, litigation risk, or the diversion of management time and resources to address issues that were not identified prior to completing an acquisition or investment.
Failure to maintain effective disclosure controls may result in compliance violations.
As a U.S.-based holding company conducting a Regulation A offering, Tejascore will be required to establish and maintain effective disclosure controls and procedures designed to ensure that information required to be disclosed in its filings with the SEC is recorded, processed, summarized, and reported within the required timeframes. Because Tejascore is a newly formed entity with no prior reporting history, it does not yet have established systems, processes, or personnel dedicated to regulatory reporting, compliance monitoring, or disclosure oversight. Following the two probable acquisitions, the Company must prepare and report financial and other information drawn from its operating businesses in India, which operate under Indian generally accepted accounting principles and on reporting cycles, ERP systems, and internal protocols that differ from U.S. requirements. With respect to its consolidated subsidiary, Alpha Maier India, the Company will be responsible for consolidating that information and reconciling it to U.S. GAAP. With respect to Marelli UM India, the Company will hold only a 39.51% non-controlling interest and will not control that company's reporting, systems, or internal controls; the Company will depend on Marelli UM and its controlling shareholder to provide accurate and timely information sufficient to apply the equity method and to meet the Company's own disclosure obligations. Variations in data quality, timing, or documentation, and the Company's limited ability to obtain or verify information from a company it does not control, may result in incomplete or inaccurate disclosures unless significant harmonization and oversight are implemented, and increase the risk of errors, omissions, or delays. If Tejascore fails to implement effective disclosure controls, the Company may produce inaccurate, misleading, or late filings, potentially leading to SEC inquiries, enforcement actions, qualification delays, or reputational harm. Weak disclosure controls may also impair management's ability to identify material risks, operational issues, or financial trends in a timely manner, undermining informed decision-making and investor confidence. Any compliance failures related to disclosure controls may materially and adversely affect Tejascore's regulatory standing, ability to raise additional capital, and overall credibility with investors and stakeholders.
The Company may incur significant costs to comply with SEC reporting obligations after qualification.
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Upon qualification of this Regulation A offering, Tejascore will become subject to ongoing SEC reporting, compliance, and disclosure obligations, including the filing of annual reports, semiannual reports, current event updates, and other required disclosures. As a newly formed entity with no operating history, the Company does not yet have the internal infrastructure, personnel, or processes necessary to meet these obligations efficiently. Establishing and maintaining compliance systems will require significant investment in accounting resources, legal support, audit services, financial reporting tools, and internal controls. In addition, once the two probable acquisitions are completed, Tejascore must prepare SEC-compliant reports that consolidate the financial and operational information of its subsidiary, Alpha Maier India, and that reflect, under the equity method, its 39.51% non-controlling interest in Marelli UM India. These businesses operate under Indian generally accepted accounting principles, on reporting cycles, tax rules, and regulatory expectations that differ from U.S. requirements. Preparing SEC-compliant reports may therefore require substantial coordination across time zones, reconciliation of Indian GAAP to U.S. GAAP, and ongoing reliance on third-party advisors. With respect to Marelli UM, the Company will not control that company's financial reporting and will depend on it and its controlling shareholder to provide timely, accurate information sufficient to apply the equity method and meet the Company's reporting deadlines, which may increase cost and the risk of delay. The Company may also face increased audit fees, higher legal expenses, expanded compliance staffing needs, and additional costs for financial-reporting systems and internal-control remediation, any of which could be greater than anticipated. If Tejascore is unable to meet its ongoing SEC reporting obligations on a timely and cost-effective basis, it may face regulatory scrutiny, loss of its Regulation A reporting status, increased costs, and diminished investor confidence, any of which could materially and adversely affect the Company's financial condition and prospects.
Tejascore will rely on acquired subsidiaries for critical IP, and certain rights may be held by third parties.
Tejascore's business will depend heavily on intellectual property, proprietary tooling, engineering designs, software, manufacturing processes, and technical know-how associated with the businesses it acquires. The Company does not currently own any patents, trademarks, or proprietary technologies. Through its consolidated subsidiary, Alpha Maier India, the Company would obtain access to that company's tooling, mold designs, and plastics-engineering know-how. Through its 39.51% non-controlling equity method investment in Marelli UM India, the Company would not own or control Marelli UM's intellectual property; that IP would remain with Marelli UM, and the Company's ability to use or benefit from it would be limited to its economic interest as a minority shareholder and subject to Marelli UM's existing arrangements with its controlling shareholder and OEM customers. In many cases, these businesses operate under joint-venture agreements, customer-specific development contracts, or supplier arrangements in which certain IP, particularly designs, specifications, embedded software, or tooling, may be owned exclusively by OEM customers or shared among multiple parties. This is especially relevant for Marelli UM, which operates within the broader Marelli group and whose technology, platforms, and processes may be provided by, licensed from, or shared with its controlling shareholder, Marelli Europe S.p.A., rather than owned outright. Some rights may be non-transferable, licensed on a limited basis, or subject to ongoing obligations such as royalty payments, co-development requirements, or restrictions on use in other programs. If key IP cannot be obtained, controlled, or relied upon by the Company, or if contractual limitations prevent the Company or its operating businesses from fully exploiting certain technologies, the expected benefits of the acquisitions may be materially reduced. Disputes regarding ownership, scope of use, or confidentiality obligations may arise during or after the acquisition process, and any such dispute could lead to litigation, operational delays, redesign requirements, or loss of customer programs. Certain businesses, especially those engaged in HMI systems, automotive electronics, SMT operations, and embedded-software development, may rely on third-party software, licensed modules, open-source components, or proprietary technologies that must continue to be licensed; changes in license terms, cost increases, or revocation of rights could impair operations or require costly redevelopment. If the Company or its operating businesses are unable to secure, maintain, or enforce the IP rights necessary for their operations, the Company may face competitive disadvantages, reduced margins, or significant business disruptions. Any of the foregoing could materially and adversely affect the Company's financial condition and long-term prospects.
Cybersecurity breaches at Tejascore or its subsidiaries could disrupt operations and expose sensitive data.
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Tejascore and its operating businesses will rely heavily on complex information technology systems, including ERP platforms, manufacturing automation systems, engineering design tools, communication networks, employee data systems, and customer interfaces. These systems store and process sensitive information such as proprietary engineering data, production specifications, financial records, employee information, customer contracts, and supplier data. Any cybersecurity breach, whether caused by malware, ransomware, phishing attacks, system vulnerabilities, insider misuse, or third-party failures, could severely disrupt operations or compromise confidential information. Tejascore will control the information systems of its consolidated subsidiary, Alpha Maier India, and its corporate systems in the United States, and will be responsible for implementing cybersecurity controls there. With respect to Marelli UM India, however, the Company will hold only a 39.51% non-controlling interest and will not control that company's IT systems, cybersecurity practices, or incident response; the Company will depend on Marelli UM and its controlling shareholder to maintain adequate cybersecurity, and a breach at Marelli UM, over which the Company would have no control, could adversely affect the value of the Company's investment and could compromise shared or exchanged data. Differences in cybersecurity standards, legacy IT infrastructure, and varying levels of preparedness across these businesses may increase exposure. Manufacturing facilities that rely on automated SMT/THT lines, robotics, or digital quality-control systems may also be vulnerable to operational shutdowns or equipment failures triggered by cyber incidents. A successful cyberattack could result in production halts, data loss, intellectual-property theft, unauthorized disclosure of personal information, regulatory penalties (including under data-protection rules in India and, in connection with any future European operations, the EU General Data Protection Regulation), contractual breaches, loss of customer trust, and significant remediation costs. Restoring systems, conducting forensic investigations, implementing enhanced controls, and managing reputational damage may require substantial resources and extended downtime. Because Tejascore is a newly formed entity without established cybersecurity infrastructure, the Company may initially lack the policies, personnel, monitoring tools, and incident-response capabilities necessary to prevent or mitigate sophisticated attacks, and weaknesses in the systems of the businesses it acquires may further increase vulnerabilities. If Tejascore or its operating businesses experience a cybersecurity breach, the resulting disruptions and liabilities could materially and adversely affect the Company's operations, financial performance, and long-term strategic prospects.
The Company may be unable to protect proprietary processes, designs, or software effectively.
Tejascore will rely on proprietary engineering processes, manufacturing techniques, embedded software, design specifications, and technical know-how associated with the businesses it acquires to compete in the automotive electronics and HMI markets. Its ability to protect these assets may be limited by jurisdictional differences in IP enforcement, contractual constraints, and the practical challenges of safeguarding know-how within complex manufacturing environments. Many proprietary elements, such as SMT/THT programming, HMI module architecture, UI/UX designs, embedded control software, and advanced tooling specifications, may not be eligible for formal patent protection or may be difficult to patent without disclosing sensitive information. As a result, the Company and its operating businesses may need to rely primarily on trade-secret protections, confidentiality agreements, and internal security protocols, which may prove insufficient to prevent unauthorized use, reverse engineering, or leakage, particularly in cross-border operations or facilities with high employee turnover. The Company's ability to protect proprietary assets differs by business. At its consolidated subsidiary, Alpha Maier India, the Company will be in a position to implement and enforce protective measures. At Marelli UM India, the Company will hold only a 39.51% non-controlling interest and will not control that company's IP protection practices, systems, or enforcement; it will depend on Marelli UM and its controlling shareholder, and a failure by Marelli UM to protect its proprietary assets could adversely affect the value of the Company's investment without the Company being able to compel corrective action. In addition, certain proprietary technologies used by the acquired businesses may have been co-developed with, or be owned or retained by, OEM customers or, in the case of Marelli UM, its controlling shareholder, leaving ownership shared or held by others. In such cases, the Company's or the operating business's rights to use or modify these technologies may be contractually restricted, non-exclusive, or limited to specific programs or regions, reducing the ability to leverage such technology across platforms. If proprietary processes, designs, or software cannot be adequately protected, competitors may replicate or surpass the relevant capabilities, eroding competitive advantage. Unauthorized disclosure or misuse could result in loss of customer programs, reduced margins, costly litigation, or impairment of strategic value, and the Company may incur substantial costs to develop replacement technologies or enhance IP protection. Failure to safeguard proprietary technologies effectively could materially and adversely affect Tejascore's competitive position, operational performance, and long-term growth prospects.
Rapid technological change in automotive electronics may outpace the Company's development capabilities.
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The automotive electronics and HMI industries are undergoing rapid and continuous technological transformation, driven by advancements in digital cockpits, ADAS integration, electrification, connectivity, software-defined vehicles, haptic interfaces, and sensor-driven control systems. OEMs increasingly demand sophisticated, software-rich, integrated solutions with complex user-experience requirements, higher reliability standards, and faster development cycles. Although the businesses Tejascore intends to acquire possess established engineering capabilities, these teams may not be sufficiently resourced to meet the accelerating pace of innovation required to remain competitive. Legacy platforms, outdated tooling, aging software stacks, or historical underinvestment in R&D could slow development progress. Additionally, the acquired businesses may rely on customer-funded development, limiting their ability to pursue forward-looking innovations without OEM sponsorship. The Company's ability to influence the development direction of Marelli UM is further limited because it will hold only a non-controlling equity method interest and will not control that company's R&D priorities. Competing Tier-1 suppliers and global electronics companies often invest substantial amounts annually into R&D, AI-enabled systems, digital cockpit architectures, cross-domain controllers, and next-generation HMI technologies. Tejascore may lack the financial resources, specialized personnel, or global engineering infrastructure necessary to match these innovation cycles. If the Company cannot upgrade its capabilities rapidly, such as through new software platforms, advanced display technologies, functional-safety systems, cybersecurity-compliant electronics, or integrated architecture solutions, it may fall behind competitors in securing new program awards. Technological shifts may also render certain existing product lines of Alpha Maier India or Marelli UM India less competitive or obsolete. Development delays, skill shortages, or inability to meet evolving OEM specifications could result in lost bids, program cancellations, margin pressure, or erosion of customer relationships. If Tejascore fails to keep pace with technological advancements or expand its development capabilities accordingly, the Company's long-term competitiveness, growth potential, and financial performance may be materially and adversely affected.
Macroeconomic downturns, reduced vehicle production, or shifts in OEM sourcing strategies may materially affect demand.
Tejascore's operating subsidiaries will derive substantially all of their revenues from supplying components, modules, and HMI systems to automotive OEMs in the commercial vehicle, off-highway, and passenger-vehicle segments. Demand for these products is inherently cyclical and closely tied to global macroeconomic conditions, including industrial output, agricultural demand, freight volumes, interest rates, commodity prices, inflation, and overall business confidence. Any downturn in these factors may reduce production volumes, delay OEM program launches, or lead customers to renegotiate contracts or cancel orders. The automotive sector, particularly in Europe and India, is sensitive to recessionary cycles, supply-chain disruptions, labor shortages, energy-price volatility, geopolitical tensions, and fluctuations in capital spending. Likewise, slowdowns in freight movement or fleet replacement cycles may reduce commercial truck production, affecting demand for Marelli UM India's instrument clusters and electronics systems. OEMs also routinely adjust their sourcing strategies, including consolidation of suppliers, shift toward mega-platforms, increased localization requirements, vertical integration of electronics, or adoption of new technologies that may displace legacy components. As software-defined vehicles and domain controllers become more prevalent, OEMs may reduce reliance on smaller Tier-1 suppliers in favor of larger electronics integrators with greater scale and R&D capability. Such shifts may reduce the competitiveness of Tejascore's subsidiaries or limit participation in future programs. Macroeconomic downturns, declining production volumes, or unfavorable sourcing trends could result in lower order volumes, pricing pressure, underutilized capacity, margin erosion, inventory write-downs, or loss of key customer programs. Because Tejascore will rely entirely on its subsidiaries for revenues, any sustained decline in OEM demand could materially and adversely affect the Company's financial condition, results of operations, and long-term growth prospects.
Tejascore may incur acquisition-related debt that increases financial risk.
To complete its two probable acquisitions, a 51% controlling interest in Alpha Maier India and a 39.51% non-controlling interest in Marelli UM India, Tejascore may need to obtain debt financing at the holding-company level or, in the case of its consolidated subsidiary, at the subsidiary level. Any such borrowings, whether through term loans, bridge financing, working-capital facilities, equipment loans, or other credit arrangements, will increase the Company's financial leverage and expose it to heightened repayment obligations, interest-rate risk, and lender-imposed covenants. Debt incurred to finance acquisitions may contain restrictive covenants, including limitations on additional borrowings, capital expenditures, dividend payments, intercompany transfers, changes in control, or disposals of assets. These restrictions may reduce Tejascore's operational flexibility, limit its ability to respond to market conditions, and constrain strategic initiatives such as future acquisitions, expansion projects, or restructuring efforts. If the Company experiences integration delays, lower-than-expected cash flows, or declines in customer demand, it may be unable to generate sufficient earnings to service debt obligations. In such circumstances, lenders may require renegotiation of terms, impose penalties, or declare a default, which could result in acceleration of repayment obligations, foreclosure on the assets of the Company or its consolidated subsidiary, or restrictions on future financing. Refinancing risk may also arise if credit markets tighten or if the Company's financial profile weakens. Higher leverage increases the Company's vulnerability to interest-rate fluctuations, foreign-exchange volatility, and macroeconomic downturns. Because Tejascore will have no operations of its own, it will depend on the cash flows of its consolidated subsidiary, Alpha Maier, and on any distributions it may receive from its equity method investment in Marelli UM, to meet parent-level obligations, including any acquisition-related debt. The Company cannot compel distributions from Marelli UM, in which it will hold only a non-controlling interest, so it cannot rely on Marelli UM's cash flows to service debt. Any operational shortfall at the subsidiary level, or the unavailability of distributions from the equity method investee, may directly impair the Company's ability to service acquisition-related debt. If Tejascore incurs substantial debt in connection with its acquisition strategy, the resulting financial risk could materially and adversely affect the Company's liquidity, operational stability, and long-term viability.
The Company may face cash-flow constraints if subsidiaries experience collection delays or working-capital pressure.
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Following the planned acquisitions, Tejascore will depend entirely on the cash flows generated by its operating subsidiaries to fund ongoing operations, service potential debt obligations, support capital expenditures, and meet parent-level corporate requirements. Many automotive and off-highway OEM customers operate under extended payment terms, and subsidiaries may experience delays in collecting receivables due to customer-driven approval cycles, quality-clearance procedures, milestone-based billing, or administrative holdbacks. Any delay in collections could create significant timing mismatches between cash inflows and required cash outflows. Subsidiaries also operate in industries that are working-capital intensive, with substantial cash requirements for raw materials, tooling, components, payroll, freight, energy, and supplier settlements. Increases in input prices, supply-chain disruptions, unexpected production demands, or customer-driven engineering changes may require subsidiaries to hold higher inventory levels or accelerate procurement, further tightening working-capital cycles. Payment delays from OEMs combined with accelerated payments to suppliers may exacerbate liquidity pressure. If subsidiaries face cash shortages, they may temporarily reduce production, delay supplier payments, defer maintenance expenditures, or draw on short-term borrowing facilities, each of which may impose additional costs or create operational risk. Furthermore, cash trapped at the subsidiary level due to working-capital strain or regulatory restrictions may not be available to the U.S. parent when required. If Tejascore or its subsidiaries are unable to effectively manage working-capital fluctuations or mitigate collection delays, the Company may experience liquidity shortfalls, increased borrowing needs, higher financing costs, reduced operational flexibility, or disruptions in supply-chain continuity. Any such conditions could materially and adversely impact Tejascore's financial condition, operational performance, and ability to execute its long-term strategy.
The success of the business depends on efficient treasury, cash pooling, and currency-risk management across regions.
Following the two probable acquisitions, Tejascore will operate through its consolidated subsidiary, Alpha Maier India, hold a non-controlling equity method investment in Marelli UM India, and maintain its corporate functions in the United States, across banking frameworks, capital-movement regulations, tax rules, and currency environments that differ between India and the United States. Efficient treasury management, including cash forecasting, intercompany funding (with respect to the operations it controls), liquidity allocation, and foreign-exchange risk mitigation, will be essential to ensuring that the Company can meet operational needs, support growth initiatives, and service any acquisition-related debt. Establishing an effective treasury function across jurisdictions is inherently complex. Differences in banking practices, cut-off times, regulatory approvals, repatriation rules, and local capital controls may restrict the Company's ability to centralize cash or implement cash-management structures. In India, foreign-exchange regulations may delay or limit the upstreaming of funds from Alpha Maier. With respect to Marelli UM, the constraint is more fundamental: because the Company will hold only a 39.51% non-controlling interest, it cannot direct that company's treasury, cannot include it in any cash-pooling arrangement, and cannot compel distributions, so Marelli UM's cash is not available to the Company's treasury function except to the extent of any dividends Marelli UM's controlling shareholder elects to declare. These constraints could prevent the Company from allocating liquidity where it is most needed. Treasury operations will also need to manage currency exposure, principally between USD and INR. Failure to monitor or hedge foreign-exchange positions effectively may result in exchange-rate losses, reduced profitability, and volatility in consolidated financial results, and if hedging instruments are unavailable, costly, or improperly executed, the Company may experience unintended economic exposure. Inadequate treasury controls, inaccurate cash forecasting, or poor coordination among finance teams could lead to liquidity shortages, missed payments, inefficient funding structures, higher borrowing costs, or breaches of loan covenants. Cyber threats targeting banking or treasury systems could also disrupt cash movements or expose the Company to financial loss. If Tejascore is unable to implement and maintain an effective treasury and cash-management framework, the Company may face significant liquidity pressure and financial instability, materially and adversely affecting its operations, financial condition, and ability to execute its strategic objectives.
Tejascore may become subject to litigation, regulatory inquiries, or claims arising from subsidiary operations.
Following the two probable acquisitions, Tejascore will consolidate its subsidiary Alpha Maier India and, through consolidation, will be exposed to that company's ongoing obligations, historical practices, and potential liabilities. With respect to Marelli UM India, the Company will hold only a 39.51% non-controlling equity method interest and will not assume or consolidate that company's liabilities; however, litigation, regulatory action, or claims against Marelli UM could adversely affect that company's financial condition and operations and therefore the value of the Company's investment, accounted for under the equity method, even though the Company would not itself be a party to or directly liable for such matters. Each of these businesses operates in industries, automotive electronics, HMI systems, and precision manufacturing, that are subject to stringent quality, safety, labor, environmental, and customer-contract requirements. As a result, the Company or its operating businesses may face litigation, regulatory scrutiny, or commercial claims arising from events occurring before or after the acquisitions.
Potential sources of claims include, but are not limited to:
- Product liability, warranty, or recall-related disputes involving components supplied to OEMs;
- Quality deviation claims, cost-recovery demands, or chargebacks from customers;
- Labor disputes, employee grievances, union actions, or wrongful-termination claims;
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- Environmental or safety violations, including non-compliance with factory, emissions, or hazardous-material regulations;
- Contractual disputes with suppliers, vendors, joint-venture partners, or customers;
- Intellectual-property infringement allegations relating to software, design elements, or manufacturing processes;
- Tax audits, penalties, or reassessments by Indian or U.S. authorities; and
- Data-privacy or cybersecurity-related claims, particularly under emerging Indian data-protection laws.
Even if the Company believes such claims lack merit, litigation and regulatory inquiries may require significant management attention, legal fees, internal investigations, operational disruption, and reputational risk. Settlements, judgments, or mandated corrective actions could impose substantial financial costs at its consolidated subsidiary, and adverse developments at Marelli UM could reduce the value of the Company's investment. Adverse findings could also affect relationships with major OEM customers, delay program launches, or impair the ability to bid for future business. Because Tejascore is a holding company with no operating history, it has limited precedents or reserves for managing such exposures. Inheriting unknown or underestimated liabilities through its consolidated subsidiary, being affected by liabilities at its equity method investee, or failing to resolve new claims efficiently, could materially and adversely affect the Company's financial position, cash flows, and ability to execute its strategic plan.
The Company may inherit compliance gaps or historical liabilities from acquired companies.
Despite conducting financial, legal, tax, and operational due diligence, Tejascore may, upon completion of the two probable acquisitions, become exposed to historical liabilities, compliance deficiencies, or unresolved regulatory matters associated with Alpha Maier India and Marelli UM India. The nature of that exposure differs between the two. Because Alpha Maier would be a consolidated subsidiary in which the Company holds a 51% interest, the Company would effectively assume that company's historical liabilities and compliance exposures through consolidation. Because Marelli UM would be a 39.51% non-controlling equity method investment, the Company would not assume or consolidate Marelli UM's liabilities; however, historical liabilities or compliance gaps at Marelli UM could reduce that company's value and therefore the carrying value of the Company's investment, even though the Company would not be directly liable. Many such issues may not be fully discoverable during pre-closing reviews due to limitations in available documentation, incomplete historical records, differing local compliance standards, or the complexity of the operations, and the Company's limited access to information at a company it does not control heightens this risk for Marelli UM.
Potential inherited or value-affecting issues may include:
- Unresolved tax exposures, including GST/VAT discrepancies, transfer-pricing adjustments, payroll-tax arrears, or unfiled statutory submissions;
- Regulatory non-compliance relating to labor laws, environmental permits, workplace-safety requirements, or equipment certifications;
- Legacy contractual obligations with OEMs or suppliers that impose financial penalties, exclusivity constraints, or volume commitments;
- Product-quality or warranty exposures related to historical shipments or latent defects not yet identified in the field;
- Undisclosed litigation, threatened claims, employee grievances, or disputes with joint-venture partners;
- Non-compliant HR practices, including improper employment classifications, unpaid statutory benefits, or undocumented labor arrangements;
- Gaps in internal controls, ERP integrity, cybersecurity safeguards, or financial-reporting accuracy; and
- Historical environmental liabilities, such as soil contamination, hazardous-waste management deficiencies, or legacy emissions issues.
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If such compliance gaps or hidden liabilities emerge after closing, the Company may, with respect to its consolidated subsidiary, be required to incur significant remediation costs, pay fines or penalties, renegotiate commercial agreements, restate financial information, or implement corrective actions that disrupt operations, and with respect to its equity method investee, may see the value of its investment impaired. Some liabilities, particularly environmental or tax-related, may be imposed retroactively and could exceed available insurance coverage or contractual indemnities. Because the Company's financial position and operational success will depend on its operating businesses, the discovery of material historical liabilities could impair cash flows, weaken profitability, delay integration plans, or damage relationships with customers and regulators. Inheriting or being affected by such issues may materially and adversely affect the Company's financial condition, reputation, and long-term strategic objectives.
Failure to comply with U.S. federal securities laws may result in enforcement actions.
As a U.S.-based holding company conducting a Regulation A offering, Tejascore will be subject to U.S. federal securities laws, SEC regulations, and ongoing reporting requirements. Any failure to comply with these obligations, whether due to inadequate internal controls, inaccurate disclosures, delayed filings, improper offering practices, or insufficient corporate governance, could expose the Company to significant regulatory and legal consequences.
Potential compliance risks include:
- Filing inaccuracies or omissions in Offering Circulars, annual/semiannual reports, or Form 1-U updates;
- Failure to maintain effective disclosure controls and internal controls over financial reporting;
- Use of improper solicitation practices during Testing the Waters or offering communications;
- Inadequate recordkeeping related to investor onboarding, subscription processing, or anti-money-laundering practices;
- Errors or delays in preparing audited financial statements or pro forma financials;
- Misstatements regarding the acquisition strategy, financial condition, or risk factors.
If the SEC determines that Tejascore has violated securities laws, the Company may face enforcement actions, including fines, cease-and-desist orders, rescission rights for investors, restrictions on future offerings, or mandatory restatements of filings. In severe cases, the SEC may suspend qualification of the Offering or bar the Company from using Regulation A for future fundraising. SEC investigations can also be time-consuming, costly, and disruptive, diverting management's attention from operational and integration activities. Adverse findings may damage Tejascore's credibility, hinder its ability to raise additional capital, and erode investor confidence. Given the Company's early stage and limited compliance infrastructure, establishing robust processes to ensure adherence to U.S. securities laws will be essential. Failure to do so could materially and adversely affect Tejascore's regulatory standing, financial stability, and long-term growth prospects.
Tejascore's long-term strategy assumes expansion into global Tier-1 programs, which may not occur.
These programs typically involve multi-year development cycles, stringent quality and validation requirements, substantial financial commitments, and long-term supply obligations with major OEMs. Securing such awards is highly competitive and requires demonstrated technological leadership, operational consistency across regions, financial stability, and a proven track record of flawless execution. As a newly formed holding company with no prior operating history, Tejascore may face challenges convincing global OEMs that the group can reliably support high-volume, safety-critical, or software-intensive programs. OEMs may be reluctant to award new business to an organization that is still integrating an acquisition, coordinating with an equity method investee it does not control, harmonizing manufacturing and quality standards, overhauling internal controls, and establishing consistent processes. Our ability to drive Tier-1 program participation at Marelli UM is further limited because we will hold only a 39.51% non-controlling interest and will not control its operations, customer relationships, or program bidding decisions, which will remain with its controlling shareholder. Additionally, many Tier-1 suppliers possess deeper relationships with OEM engineering teams, broader product portfolios, and greater investments in R&D and digital platforms, factors that may put Tejascore at a competitive disadvantage. If Tejascore is unable to secure participation in new Tier-1 programs, the Company may become overly dependent on legacy product lines or on a limited set of existing customers. This could result in slower revenue growth, margin pressure, reduced economies of scale, and limited technological advancement. Failure to expand into global programs may also hinder the Company's ability to justify future capital investments or attract strategic partners. Because a substantial portion of Tejascore's long-term growth projections relies on winning new international OEM programs, any failure to achieve these strategic milestones could materially and adversely affect the Company's growth trajectory, competitive position, and overall financial performance.
The Company's success depends on successful alignment between electronics, sensors, plastics, and integration competencies.
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Tejascore's strategic model is built on combining capabilities from multiple technical domains, automotive electronics, HMI systems, plastics and molding technologies, precision mechanical components, and system-level integration, across the businesses it plans to acquire. Achieving competitive advantage in modern vehicle platforms requires coordination among these competencies to deliver high-performance, reliable, safety-compliant components that meet stringent OEM specifications. The two probable acquisitions are Alpha Maier India (plastics and decorated components), which would be a consolidated subsidiary, and Marelli UM India (instrument clusters and automotive electronics), which would be a 39.51% non-controlling equity method investment. These businesses currently operate independently, with different engineering cultures, development methodologies, quality systems, and product architectures. Aligning these competencies into a unified value proposition would require extensive collaboration, standardized engineering platforms, shared design rules, and integrated program-management processes. This is constrained by the fact that the Company will control only Alpha Maier; it will not control Marelli UM and cannot direct that company's engineering, quality systems, or program management, so any cross-domain alignment between Alpha Maier's plastics capabilities and Marelli UM's electronics will depend on the cooperation of Marelli UM and its controlling shareholder, which may not be forthcoming. Failure to harmonize these capabilities may result in incompatibilities between electronic and mechanical designs, delays in integration, inconsistent quality levels, increased scrap and rework, or inability to meet customer validation requirements. OEMs increasingly demand suppliers capable of delivering complete modules or subsystems, such as integrated displays and multi-function control systems. If the Company cannot demonstrate cohesive, cross-domain capability, it may be excluded from such opportunities. System integration also requires significant investment in joint development environments, simulation tools, shared testing infrastructure, EMC/EMI compliance labs, and cross-functional engineering teams, and any gaps in coordination may lead to program overruns, missed milestones, higher warranty exposure, or loss of customer confidence, particularly in safety-critical or software-heavy products. If the Company is unable to effectively align its electronics, plastics, and system-integration competencies, it may be unable to deliver competitive products, limiting its growth potential and adversely affecting its market position, financial performance, and long-term strategic objectives.
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Unexpected operational issues or supply-chain disruptions may derail strategic milestones.
Tejascore's subsidiaries will operate in the automotive and commercial-vehicle supply chain, an industry characterized by strict delivery schedules, just-in-time (JIT) production, tight quality tolerances, and high customer penalties for delays or non-performance. Any unexpected operational issue, whether at a manufacturing plant, supplier facility, or logistics hub, may prevent the Company from meeting critical program milestones, jeopardizing customer relationships and future business awards.
Supply-chain disruptions may arise from:
- shortages of semiconductors, electronic components, resins, metals, or specialty chemicals;
- supplier insolvency, capacity constraints, or labor shortages;
- transportation delays, port congestion, customs issues, or geopolitical disturbances;
- energy shortages or price spikes
- natural disasters, extreme weather, fires, or equipment breakdowns;
- quality failures in incoming materials or outsourced subassemblies.
Even minor stoppages in SMT lines, molding machines, paint shops, or assembly cells can create cascading production delays that impact customer deliveries. OEM customers may impose chargebacks, expediting penalties, tooling deductions, or loss-of-business claims for late shipments or quality deviations. Such events may also force Tejascore to allocate disproportionate management resources toward crisis response rather than strategic integration and growth. Operational disruptions can also delay key strategic milestones, including integration timelines, planned technology upgrades, capacity expansions, and cost-reduction initiatives. If disruptions occur during customer validation phases or program launches, the Company may suffer program cancellations, reduced order volumes, or reputational damage that persists across multiple vehicle generations. Because Tejascore will depend heavily on consistent, high-quality production across India, any significant operational or supply-chain issue could materially impair the Company's financial performance, strategic execution, and long-term competitiveness.
The Company may not attract partnerships, OEM nominations, or technology collaborations at anticipated levels.
Tejascore's strategic model is built on combining capabilities from multiple technical domains, automotive electronics, HMI systems, plastics and molding technologies, precision mechanical components, and system-level integration, across the businesses it plans to acquire. Achieving competitive advantage in modern vehicle platforms requires coordination among these competencies to deliver high-performance, reliable, safety-compliant components that meet stringent OEM specifications. The two probable acquisitions are Alpha Maier India (plastics and decorated components), which would be a consolidated subsidiary, and Marelli UM India (instrument clusters and automotive electronics), which would be a 39.51% non-controlling equity method investment. These businesses currently operate independently, with different engineering cultures, development methodologies, quality systems, and product architectures.Aligning these competencies into a unified value proposition would require extensive collaboration, standardized engineering platforms, shared design rules, and integrated program-management processes. This is constrained by the fact that the Company will control only Alpha Maier; it will not control Marelli UM and cannot direct that company's engineering, quality systems, or program management, so any cross-domain alignment between Alpha Maier's plastics capabilities and Marelli UM's electronics will depend on the cooperation of Marelli UM and its controlling shareholder, which may not be forthcoming. Failure to harmonize these capabilities may result in incompatibilities between electronic and mechanical designs, delays in integration, inconsistent quality levels, increased scrap and rework, or inability to meet customer validation requirements. OEMs increasingly demand suppliers capable of delivering complete modules or subsystems, such as integrated displays and multi-function control systems. If the Company cannot demonstrate cohesive, cross-domain capability, it may be excluded from such opportunities. System integration also requires significant investment in joint development environments, simulation tools, shared testing infrastructure, EMC/EMI compliance labs, and cross-functional engineering teams, and any gaps in coordination may lead to program overruns, missed milestones, higher warranty exposure, or loss of customer confidence, particularly in safety-critical or software-heavy products. If the Company is unable to effectively align its electronics, plastics, and system-integration competencies, it may be unable to deliver competitive products, limiting its growth potential and adversely affecting its market position, financial performance, and long-term strategic objectives.
Although we have entered into agreements to sale for our proposed acquisitions, those agreements are subject to conditions to closing, and the acquisitions may not be consummated.
The Company has entered into agreements to sale dated July 16, 2026 for the Alpha Maier and Marelli UM acquisitions and the second tranche purchase instrument with UM Automotive Private Limited. These agreements set forth the commercial terms, transaction structures, timelines, and binding provisions, such as exclusivity, confidentiality, escrow deposits, cost reimbursement, governing law, and dispute resolution, and their completion remains subject to satisfaction of the conditions to closing, including the right of first refusal process, execution of deeds of adherence, continuation of the related agreements with the joint venture partners, receipt of regulatory and third-party approvals, absence of material adverse change, and the post-closing audit and price adjustment mechanics provided in the agreements. As a result, there can be no assurance that all closing conditions will be satisfied or waived, or that any proposed acquisition will be consummated on the terms currently contemplated, within the expected timeframe, or at all. Any failure to complete one or more acquisitions could materially delay or prevent the implementation of the Company's business strategy, leave the Company without operating subsidiaries or operating revenues for an extended period, and adversely affect the Company's financial condition, results of operations, and liquidity.
Certain provisions of our pre-closing agreements are binding, including exclusivity, cost reimbursement, and dispute resolution provisions, which may result in material costs or liabilities even if the acquisitions are not completed.
The agreements we have entered into in connection with our proposed acquisitions, being the agreements to sale dated July 16, 2026 for Alpha Maier and Marelli UM and the second tranche purchase instrument with UM Automotive Private Limited, contain binding provisions that became effective upon execution, notwithstanding that the acquisitions have not yet closed. These binding provisions may include, among other things, exclusivity obligations restricting our ability to solicit, negotiate, or enter into alternative acquisition transactions during specified periods, confidentiality obligations, cost reimbursement or expense-sharing provisions relating to due diligence and transaction-related activities, and governing law and dispute resolution provisions, including arbitration in foreign jurisdictions. As a result of these binding provisions, we may be exposed to material costs, liabilities, or operational constraints even if one or more proposed acquisitions are delayed, amended, or not consummated. For example, we may be required to reimburse counterparties for certain costs or expenses incurred in connection with the proposed transactions, may incur penalties or other financial obligations if specified conditions are not satisfied within agreed timeframes, or may be required to devote significant management time and resources to resolving disputes under foreign governing law or arbitration procedures. In addition, exclusivity provisions may limit our ability to pursue alternative acquisition opportunities during the exclusivity period, even if such alternatives may be more attractive or available on more favorable terms. Any such costs, liabilities, restrictions, or disputes could adversely affect our liquidity, financial condition, results of operations, and ability to execute our acquisition strategy. Because we are a development-stage company with no operating revenues, the impact of these obligations could be particularly significant and could require us to seek additional financing, reduce planned expenditures, or revise our business strategy.
Our proposed acquisitions remain subject to extensive closing conditions, regulatory approvals, third-party consents, and confirmatory due diligence, any of which may delay or prevent completion of the transactions.
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The consummation of our proposed acquisitions is subject to the satisfaction or waiver of numerous customary and transaction-specific closing conditions, many of which are outside of our control. These conditions may include, among other things, completion of confirmatory legal, financial, tax, operational, and technical due diligence; accuracy of representations and warranties at closing; compliance with pre-closing covenants; receipt of required governmental or regulatory approvals in multiple jurisdictions; and obtaining third-party consents or waivers from lenders, joint-venture partners, customers, suppliers, licensors, landlords, or other contractual counterparties. In certain cases, regulatory reviews or third-party consent processes may be lengthy, uncertain, or subject to conditions that are unfavorable or unacceptable to us. In addition, confirmatory due diligence may identify liabilities, compliance issues, operational deficiencies, customer or supplier concentration risks, or other matters that were previously unknown or underestimated, which could result in delays, require renegotiation of transaction terms, increase required purchase consideration or post-closing funding, or cause us to elect not to proceed with one or more acquisitions. Even if all required approvals and consents are ultimately obtained, they may be subject to conditions that impose operational restrictions, additional costs, or ongoing compliance obligations following closing. If any closing condition is not satisfied or waived within the applicable timeframe, the corresponding acquisition may be delayed or may not be completed at all. Any such delay or failure to complete one or more proposed acquisitions could materially impair our ability to implement our business strategy, result in the continued absence of operating subsidiaries or operating revenues, increase our transaction and overhead costs, and adversely affect our financial condition, liquidity, and prospects.
We may be required to renegotiate valuation, purchase consideration, or transaction structure based on diligence findings, target performance, or market conditions, which could increase the total cost of the acquisitions or cause them to fail.
The valuation, purchase consideration, and transaction structures contemplated for our proposed acquisitions are based on preliminary information, assumptions, and current market conditions. As confirmatory due diligence, the post-closing audit, and the price adjustment processes under the agreements to sale proceed, we may identify issues relating to the target companies' financial condition, operating performance, indebtedness, contingent liabilities, compliance matters, customer or supplier relationships, or other risk factors that were not previously known or fully reflected in initial valuation discussions. In addition, changes in macroeconomic conditions, interest rates, foreign exchange rates, capital market conditions, or industry dynamics may adversely affect the economics or feasibility of the proposed transactions. As a result, we may be required to renegotiate purchase price, consideration mix (including cash, equity, earn-outs, or deferred consideration), escrow or holdback amounts, post-closing adjustments, governance arrangements, or other material terms of the proposed acquisitions. Such renegotiations could increase the total cash or financing required to complete the acquisitions, result in greater dilution to our stockholders, or impose additional operational or financial obligations on us following closing. In some circumstances, the parties may be unable to reach agreement on revised terms acceptable to us, which could result in delays or termination of the proposed transactions. Any increase in acquisition costs, change in transaction structure, or failure to reach mutually acceptable terms could adversely affect our liquidity, financial condition, and ability to execute our acquisition strategy. Because we are a development-stage company with no operating revenues, any such adverse developments could have a disproportionate impact on our ability to complete the acquisitions, raise additional capital on favorable terms, or pursue alternative strategic opportunities.
Local law requirements, contractual restrictions, lender covenants, or board or shareholder approval thresholds may further constrain distributions or other transfers of value. These limitations could adversely affect our liquidity and our ability to service obligations at the holding-company level.
The acquisition of interests in Marelli UM and Alpha Maier is subject to joint-venture arrangements, rights of first refusal, and other contractual or statutory restrictions that may limit our ability to acquire, control, or expand our ownership interests.
Our proposed acquisitions of equity interests in Marelli UM and Alpha Maier involve companies that operate under joint-venture or shareholder arrangements with third parties. These arrangements may include rights of first refusal, rights of first offer, consent requirements, transfer restrictions, change-of-control provisions, governance rights, and other contractual or statutory limitations that restrict the transfer of ownership interests or the exercise of control. In addition, applicable local laws and regulatory requirements may impose further restrictions on share transfers, foreign ownership, management control, or governance rights. As a result of these joint-venture and shareholder arrangements, even if we successfully complete the proposed acquisitions, we may not obtain the level of ownership, voting power, or operational control that we anticipate, or we may be unable to increase our ownership interests in the future on acceptable terms, or at all. Third-party partners may exercise their contractual rights to block, delay, or condition the transactions, require renegotiation of terms, or assert competing rights with respect to governance, technology, licensing, or commercial arrangements that are material to the businesses.
Any inability to obtain required consents, satisfy joint-venture or shareholder agreement provisions, or manage ongoing relationships with joint-venture partners could delay or prevent completion of the acquisitions, limit our ability to influence strategy and operations, reduce expected synergies, or expose us to disputes and additional costs. These limitations could materially adversely affect our business, financial condition, results of operations, and ability to execute our acquisition strategy.
The consideration payable in connection with our proposed acquisitions is subject to post-closing adjustments, escrow holdbacks, and potential additional payments, which could materially increase our cash requirements.
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The purchase consideration contemplated for our proposed acquisitions is subject to various post-closing adjustment mechanisms, escrow or holdback arrangements, and potential additional or contingent payments. These mechanisms may include adjustments for net working capital, cash, indebtedness, and debt-like items as of closing, post-closing true-up processes, indemnification escrows, audit-based adjustments, deferred consideration, earn-outs, or milestone-based payments. As a result, the total consideration ultimately payable in connection with the acquisitions may differ materially from the preliminary amounts. In addition, portions of the purchase consideration may be required to be deposited into escrow or otherwise restricted for specified periods following closing, which may limit our immediate access to cash and reduce funds available for working capital, integration activities, or other corporate purposes. If post-closing adjustments, indemnification claims, or contingent payment obligations result in additional payments to sellers, we may be required to deploy incremental capital beyond the amounts raised in this offering or otherwise anticipated. Any increase in acquisition-related cash requirements, restrictions on cash availability, or unanticipated post-closing payment obligations could adversely affect our liquidity, financial condition, and ability to fund operations and integration initiatives. Because we are a development-stage company with no operating revenues, any such cash demands could require us to obtain additional financing on unfavorable terms, incur additional indebtedness, or dilute existing investors, and could materially impair our ability to execute our business strategy.
Failure to close the proposed acquisitions within agreed exclusivity or long stop periods could expose us to penalties, cost reimbursements, or lost strategic opportunities.
The agreements we have entered into in connection with our proposed acquisitions, being the agreements to sale dated July 16, 2026 for Alpha Maier and Marelli UM and the second tranche purchase instrument with UM Automotive Private Limited, include exclusivity periods, long stop dates, and other timing-related provisions that govern the period during which the parties are expected to satisfy the conditions to closing and complete the transactions. If the transactions are not consummated within the applicable exclusivity or long stop periods, the relevant agreements may expire or be terminated, or may give rise to contractual consequences. In such circumstances, we may be required to reimburse counterparties for specified diligence, advisory, or transaction-related costs, may incur penalties or other financial obligations, or may lose the benefit of exclusivity with respect to the relevant targets. In addition, the expiration or termination of exclusivity arrangements could allow counterparties to engage with other potential buyers, potentially reducing our ability to complete the transactions on favorable terms or at all. Any such penalties, cost reimbursements, loss of exclusivity, or delays could adversely affect our liquidity, increase our transaction costs, and materially impair our ability to complete the proposed acquisitions. Moreover, because we are a development-stage company with no operating revenues, the loss of exclusivity or failure to close transactions within expected timeframes could require us to redirect management
attention, pursue alternative acquisition opportunities under compressed timelines, or materially revise our business strategy, any of which could adversely affect our financial condition, results of operations, and prospects.
Our acquisition agreements contemplate multi-stage or phased ownership and investment structures, which may delay the realization of anticipated benefits and increase execution risk.
Our proposed Marelli UM acquisition contemplates multi-stage or phased ownership and investment structures, under which we may acquire an initial ownership interest at closing and increase our ownership over time through the compulsory second tranche purchase and other subsequent investments or mechanisms. These structures may require additional negotiations, further capital deployments, satisfaction of additional conditions, or the occurrence of specified events before additional ownership interests can be acquired. As a result, we may not achieve the level of ownership, control, or economic participation initially anticipated within the expected timeframe, or at all. Delays or failures in completing subsequent stages of ownership could limit our ability to implement operational changes, integrate the acquired businesses, realize anticipated synergies, or fully align management incentives. In addition, phased investment structures may expose us to continued minority ownership risks, including limited governance rights, reduced access to cash flows, and potential conflicts with other shareholders or partners. Any delays, increased capital requirements, or execution challenges associated with multi-stage or phased acquisitions could adversely affect our liquidity, financial condition, and ability to execute our acquisition strategy.
Because we are a development-stage company with no operating revenues, prolonged execution timelines or increased capital needs could require us to seek additional financing on unfavorable terms, increase dilution to investors, or materially revise our business plan.
We may be required to deploy offering proceeds to address target-level debt, bondholder arrangements, or restructuring measures, which may reduce funds available for growth or integration.
The proposed acquisitions may require that a portion of the proceeds from this offering, or other available capital, be used to address existing indebtedness, bondholder obligations, refinancing transactions, tender offers, or other restructuring or stabilization measures at the target-company level.
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These obligations may include the repayment, refinancing, amendment, or settlement of outstanding loans, bonds, guarantees, or other liabilities, as well as the funding of transaction-related costs associated with such measures. The amount, timing, and structure of any required debt repayment or restructuring may differ from current expectations and could be affected by negotiations with lenders or bondholders, market conditions, regulatory requirements, or the financial condition of the target businesses at or prior to closing. As a result, a greater portion of the offering proceeds than currently anticipated may be required to be allocated to debt service or restructuring activities, thereby reducing the funds available for post-closing working capital, capital expenditures, integration initiatives, or organic growth. Any requirement to deploy substantial capital toward target-level debt or restructuring could adversely affect our liquidity, delay the realization of anticipated benefits from the acquisitions, and increase our reliance on additional financing. Because we are a development-stage company with no operating revenues, such capital demands could require us to raise additional funds on unfavorable or dilutive terms, materially affecting our financial condition, results of operations, and ability to execute our business strategy.
If we close fewer than all of the contemplated acquisitions, our business may lack the scale, diversification, and synergies assumed by our strategy, adversely affecting profitability and liquidity.
Our acquisition strategy contemplates the completion of multiple acquisitions in order to achieve scale, geographic diversification, operational breadth, and anticipated synergies across product lines, customers, and end markets. However, there can be no assurance that all of the contemplated acquisitions will be consummated. It is possible that we may complete only one or a subset of the proposed acquisitions, or that certain transactions may be delayed or abandoned altogether due to financing constraints, diligence findings, regulatory or third-party consent issues, or other factors. If we complete fewer than all of the contemplated acquisitions, the resulting business may lack the scale, diversification, cost efficiencies, and strategic positioning assumed by our business plan. Fixed corporate and public-company costs, including governance, compliance, reporting, and management overhead, may be higher on a relative basis, and anticipated synergies may be reduced or unavailable. In addition, a smaller or less diversified operating base may increase our exposure to customer concentration, market volatility, operational disruptions, or region-specific economic or regulatory risks. Any failure to complete all contemplated acquisitions could adversely affect our ability to achieve profitability, generate sufficient cash flows, or access capital on favorable terms. Because we are a development-stage company with no operating revenues prior to the completion of acquisitions, the completion of fewer transactions than anticipated could materially and adversely affect our financial condition, liquidity, results of operations, and the value of our securities.
Disputes arising under our acquisition-related agreements, including those subject to foreign governing law or arbitration, could be costly, time-consuming, and difficult to resolve.
The agreements entered into in connection with our proposed acquisitions are governed by foreign laws and provide for dispute resolution through arbitration or other non-U.S. forums. As a result, any disputes arising under these agreements may be subject to unfamiliar legal standards, procedural rules, evidentiary requirements, and enforcement regimes, which could increase the complexity, cost, and duration of dispute resolution. In addition, arbitration proceedings may limit discovery rights, provide limited appellate review, and result in outcomes that are difficult to predict or challenge. Disputes may arise in connection with, among other things, interpretation of exclusivity provisions, satisfaction of closing conditions, valuation and purchase price adjustments, post-closing indemnification claims, cost reimbursement obligations, termination rights, or alleged breaches of representations, warranties, or covenants. Resolving such disputes could require significant management attention, divert resources from executing our business strategy, and result in substantial legal, advisory, or settlement costs. Any adverse outcome in a dispute, or prolonged uncertainty resulting from unresolved claims, could delay or prevent completion of one or more acquisitions, impose additional financial obligations on us, restrict our ability to pursue alternative transactions, or otherwise materially adversely affect our liquidity, financial condition, results of operations, and prospects. Because we are a development-stage company with no operating revenues, the impact of such disputes could be particularly significant. If Tejascore does not achieve the level of external collaboration or OEM program awards assumed in its strategic plan, the Company's growth outlook, market position, and ability to scale globally may be materially and adversely affected.
Investors Will Have Limited Ability To Influence Corporate Governance And Strategic Decisions
Holders of shares purchased in this offering will have limited ability to influence the Company's management, policies, or strategic direction. The Company does not currently provide for cumulative voting, proxy access, or other minority shareholder protections that would enhance the ability of non-controlling shareholders to influence corporate governance. As a result, investors may be unable to prevent actions with which they disagree, including decisions relating to acquisitions, capital allocation, executive compensation, or related-party transactions.
We Do Not Currently Have Independent Directors Or Established Board Committees
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As of the date of this Offering Circular, the Company does not have independent directors and has not established standing audit, compensation, or nominating committees. As a result, decisions relating to financial reporting, executive compensation, related-party transactions, and corporate governance matters may not receive the level of independent oversight that is typical of more mature public companies.
Although the Company may appoint independent directors and establish board committees in the future, there can be no assurance that it will do so within any particular timeframe.
Our Acquisition Strategy May Increase Governance Complexity And Risk
The Company intends to grow primarily through acquisitions, including the acquisition of partial equity interests in operating businesses. These acquisitions may involve complex governance arrangements, including shared control, joint decision-making, and contractual approval rights with other shareholders of acquired businesses. Such arrangements may limit the Company's ability to unilaterally control acquired businesses, delay strategic initiatives, create conflicts with co-owners, or result in disputes regarding governance, capital allocation, or exit decisions.
Related-Party Transactions May Present Conflicts Of Interest
From time to time, the Company may enter into transactions with its founder, directors, officers, or their affiliates. Although the Company intends to disclose any related-party transactions as required by applicable law, it does not currently have a formal policy requiring independent review or approval of such transactions. As a result, related-party transactions may not be negotiated on an arm's-length basis, and investors may have limited ability to challenge or influence such transactions.
Our two person board of directors consists entirely of our executive officers, and we have no independent directors or board committees.
Our board of directors consists of Mr. Choudhary, our Chief Executive Officer and controlling stockholder, and Ms. Dagar, our President and Chief Financial Officer. We have no independent directors, no audit committee, and no compensation or nominating committee, and all board oversight functions, including oversight of related party transactions, financial reporting, and executive compensation, are concentrated in our executive officers, including the Company’s founder whose interests may differ from those of other stockholders. This concentration of governance reduces the protections that independent oversight would otherwise provide to investors.
Each acquisition is subject to a right of first refusal in favor of the joint venture partner, which could prevent either acquisition from closing.
Under the joint venture arrangements governing each target, any transfer of shares by the selling shareholder is subject to a right of first refusal in favor of the continuing joint venture partner. For Marelli UM, the right of first refusal at the joint venture level has a 30 day exercise period following receipt of the required offer letter, and the seller, UM Automotive Private Limited, is responsible for procuring that the right is waived or expires unexercised (an undertaking UM Automotive has confirmed in the executed side letter filed as Exhibit 1A-6.5); if the right is exercised, our purchase agreement terminates automatically. For Alpha Maier, Maier, S. Coop., through its affiliate, has a comparable right following issuance of the offer letter. If either joint venture partner exercises its right of first refusal, the applicable acquisition will not close, the investor consent and refund procedures described in this Offering Circular will apply to escrowed funds attributable to that stage, and our business plan would be materially and adversely affected.
Both purchase agreements are subject to long stop dates, closing conditions, and post-closing price adjustments.
Each purchase agreement permits either party to terminate if closing conditions are not satisfied by the applicable long stop date, and each provides for post-closing adjustments to the purchase price based on audited financial parameters, resolution of due diligence issues, and working capital measures. The long stop dates under both agreements remain in effect as of the date of this Offering Circular, and any extensions will be reflected by amendment. If conditions are not satisfied or waived, or if the parties do not extend the applicable dates, one or both acquisitions may fail to close.
The ultimate parent of Marelli UM's joint venture partner is undergoing a financial restructuring.
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The Company's initial Marelli UM interest is being purchased from UM Automotive Private Limited, the Indian promoter side shareholder, and no party to that purchase is the subject of any insolvency proceeding. Marelli UM itself is not a party to any insolvency proceeding and continues to operate in the ordinary course. Marelli Holdings Co., Ltd., the Japan headquartered group company of the Marelli group and an affiliate of Marelli Europe S.p.A., the 60.49 percent shareholder of Marelli UM, commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware on June 11, 2025 in connection with a restructuring of its long term debt, supported by a restructuring support agreement with approximately 80 percent of its lenders and a commitment of $1.1 billion in debtor in possession financing, and stated that it did not expect any operational impact from the process and that ownership of the global Marelli business was expected to transition to its lenders upon emergence. Marelli UM is not a debtor in those proceedings and continues to operate in the ordinary course. Tejascore is not a party to those proceedings and has no contractual relationship with Marelli Holdings, Marelli Europe, or any other member of the Marelli group; both tranches of the Company's Marelli UM acquisition are being purchased from UM Automotive Private Limited, and UM Automotive's ability to deliver the second tranche shares depends on its contractual rights to acquire the shareholding of Marelli Europe. In the executed side letter filed as Exhibit 1A-6.5, UM Automotive has confirmed that, to its knowledge, those proceedings do not restrict its rights or the transfer of the second tranche shares, and has undertaken to notify the Company promptly of any circumstance that would impair them. Marelli group entities remain counterparties at the Marelli UM level under the joint venture, technology, trademark, and related agreements under which Marelli UM operates. The Company does not currently expect the restructuring to adversely affect the transactions described in this Offering Circular; however, decisions made by the Marelli group or its lenders in connection with the restructuring could affect Marelli UM's operating arrangements or UM Automotive's sourcing of the second tranche shares, and investors should consider this in evaluating the Marelli UM stage.
The targets depend on technology licensed from their respective joint venture partners.
Alpha Maier manufactures under an exclusive license and technical assistance agreement with Maier, S. Coop., which Maier has the right to terminate in specified circumstances, including if it ceases to hold shares in the company or if the joint venture agreement is terminated. Marelli UM operates under license, technical assistance, trademark, and related agreements with the Marelli group, under which royalties are payable. The continuation of these agreements is a condition to closing of the applicable acquisition, and their loss or adverse modification after closing would materially impair the relevant business.
Both sellers are affiliated entities under common family ownership, and our acquiring entity is an Indian subsidiary.
The seller of the Alpha Maier interest and the seller of the initial Marelli UM interest are entities under the common ownership of members of the same family. The acquisitions will be made by Tejascore Techsystem Private Limited, our subsidiary organized in India, which the Company will capitalize with proceeds of this offering for that purpose. The application of proceeds therefore involves the transfer of funds to our Indian subsidiary, which is subject to the foreign investment, exchange control, and regulatory requirements described elsewhere in this Offering Circular.
We are a shell company, and investors are subject to the risks associated with shell companies.
We are a shell company as defined in Rule 405 under the Securities Act because we have no or nominal operations and our assets consist solely of cash and cash equivalents. We have no operating history on which investors can evaluate our business, and the value of an investment in our shares depends entirely on our completion of acquisitions that have not yet closed. In addition, because we are a shell company, resales of our shares by stockholders will be subject to the conditions of Rule 144(i) under the Securities Act, which restricts reliance on Rule 144 by stockholders of current and former shell companies until at least one year after the Company has ceased to be a shell company and has filed the information required by that rule, which may make it more difficult for investors to resell their shares even if a trading market develops.
Subscriptions are irrevocable, there is no public market for our shares, and no market may ever develop, so investors may be unable to sell all or any portion of their shares.
Once accepted by the Company, a subscription is irrevocable, and an investor cannot withdraw funds held in escrow except in the circumstances expressly described in this Offering Circular. There is currently no public market for our common stock. Although we intend to seek quotation of our common stock on the OTCQB following qualification, quotation requires, among other things, sponsorship by a market maker and satisfaction of OTCQB eligibility standards, and we may never satisfy those requirements. If no market develops, investors will be unable to sell their shares and must be prepared to hold them indefinitely and to bear the complete loss of their investment.
Our Chief Executive Officer controls the Company and will continue to control it after this offering, and his interests may not align with those of other stockholders.
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Mr. Choudhary beneficially owns approximately 93 percent of our outstanding common stock and will continue to hold a controlling interest at every subscription level of this offering. As a result, Mr. Choudhary will control the outcome of all matters requiring stockholder approval, including the election of our directors, amendments to our articles of incorporation and bylaws, and the approval of any merger, acquisition, sale of assets, or other fundamental transaction. Mr. Choudhary's interests may differ from the interests of other stockholders, and his control may delay, deter, or prevent transactions that other stockholders would favor, including transactions in which stockholders might receive a premium for their shares.
If we do not complete our path to control of Marelli UM, we could be deemed an unregistered investment company, which would have material adverse consequences.
Following the initial Marelli UM closing and until we complete the compulsory second tranche purchase providing a controlling interest, we will hold a non-controlling interest that constitutes an investment security for purposes of the Investment Company Act of 1940, and the value of that interest is expected to exceed 40 percent of our total assets, exclusive of government securities and cash items, on an unconsolidated basis. We intend to rely during this interim period on Rule 3a-2 under the Investment Company Act, which provides a transient investment company safe harbor of up to one year for issuers with a bona fide intent to be engaged primarily in a business other than investing in securities, as evidenced by our board resolution and by our binding obligation to acquire majority ownership within six months, funded by proceeds of this offering under the milestone escrow arrangements described in this Offering Circular. Upon completion of the second tranche, Marelli UM will be a majority owned subsidiary whose securities are not investment securities for this purpose, even though we expect to continue to account for the investment under the equity method as a result of the governance arrangements. If the second tranche is not completed within the safe harbor period because a required approval or other condition to completion is not obtained, we could be required to register as an investment company, cease activities requiring registration, or restructure our holdings, and we would become ineligible to conduct offerings under Regulation A. The Company will not consummate any acquisition in a form that would cause it to be an investment company required to register, and any restructuring of an identified acquisition will trigger the investor notice, consent, and refund procedures described in this Offering Circular.
RISKS RELATED TO ALPHA MAIER PRIVATE LIMITED, INDIA
Ownership & Governance Risks (51% Acquisition)
Partial ownership of Alpha Maier may limit our ability to exercise full operational control, which may restrict our ability to implement strategic, financial, and operational decisions.
If the proposed transaction is completed, we will acquire 51% of Alpha Maier Private Limited, and the remaining 49% will continue to be held by the existing joint-venture partner. Although this ownership level provides us with majority voting rights, it does not grant us full or unilateral control over Alpha Maier's operations, management decisions, governance processes, or long-term strategic direction.
Certain key actions, including approval of budgets, capital expenditure, changes to production strategy, financing arrangements, major hiring decisions, amendments to charter documents, and the adoption of internal controls or reporting systems, may require consent from the minority shareholder or may be subject to contractual protections in the joint-venture agreement. As a result, our ability to direct Alpha Maier's operations, implement efficiency measures, integrate processes, or redirect resources may be constrained. The minority shareholder may have different commercial priorities, investment horizons, or levels of risk tolerance, which may conflict with our strategic objectives. If disagreements arise, we may be unable to implement planned operational improvements, technology upgrades, restructuring actions, or governance enhancements in the timeframe we expect, or at all. Any limitations on our ability to exercise full operational control may reduce the anticipated benefits of the acquisition, delay integration efforts, and adversely affect Alpha Maier's performance or our broader automotive strategy. These constraints may also affect our ability to monitor risks, ensure compliance, and maintain consistent financial reporting across the group.
JV partner misalignment may lead to strategic or operational conflicts that could delay decision-making, disrupt business execution, or impair our ability to realize the expected benefits of the Alpha Maier acquisition.
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Following the proposed acquisition of 51% of Alpha Maier Private Limited, we will jointly own and operate the business with the existing JV partner, who will retain a significant minority stake. Joint ventures inherently rely on alignment between shareholders, and disagreements may arise regarding key matters such as production priorities, capital expenditure plans, pricing strategies, customer engagement, technology investment, personnel decisions, quality initiatives, and long-term commercial strategy. If our strategic objectives diverge from those of the JV partner, for example, on matters such as expansion plans, integration initiatives, or allocation of financial resources, our ability to execute operational improvements, introduce new processes, or adjust business direction may be constrained. Any misalignment may cause delays in approving budgets or investments, slow the implementation of performance improvements, or hinder timely responses to OEM requirements. Such conflicts may also lead to deadlocks under the shareholders' agreement, requiring dispute-resolution mechanisms that may be time-consuming and disruptive. Sustained misalignment may negatively affect employee morale, supplier relationships, customer confidence, and program competitiveness. If strategic or operational conflicts persist, Alpha Maier may underperform relative to expectations, and we may be unable to achieve the integration, synergy, or growth objectives that we expect from the acquisition.
Governance disputes with the minority shareholder may disrupt operations, delay key decisions, or impair our ability to execute our strategy for Alpha Maier.
After the completion of the proposed transaction, we will own 51% of Alpha Maier Private Limited, while the remaining 49% will be held by the current JV partner. Although we will hold a majority interest, Alpha Maier will continue to operate under a joint-venture governance framework in which certain critical matters may require affirmative approval, cooperation, or participation from both shareholders. These matters may include the annual budget, capital expenditure programs, production schedules, dividend policy, changes in senior management, facility expansion, new product introduction, and modifications to operating processes or standards. If disagreements arise regarding any of these matters, the decision-making process may slow or stall, resulting in operational uncertainty or delays in implementing initiatives that we believe are necessary to improve efficiency, meet OEM program requirements, or enhance competitiveness. Governance disputes may also require resolution through negotiation, mediation, or formal dispute-resolution mechanisms set out in the shareholders' agreement, which may be time-consuming, costly, and disruptive to normal business operations. Prolonged governance friction may adversely affect Alpha Maier's relationships with OEM customers, suppliers, and employees, and may hinder our ability to integrate the business into our broader automotive strategy. If we cannot effectively resolve governance disputes or enforce strategic alignment, Alpha Maier's operational performance and our expected return on investment may be materially and adversely affected.
Our ability to implement compliance, reporting, and internal controls at Alpha Maier may be limited because we will not have complete authority over its governance structures, financial systems, or operational processes.
If the proposed acquisition is completed, we will acquire 51% of Alpha Maier Private Limited, but the remaining 49% will continue to be owned by the existing joint-venture partner. As a result, Alpha Maier will not operate as a fully owned subsidiary, and we may not be able to unilaterally impose our compliance policies, reporting requirements, audit procedures, or internal control frameworks. The effectiveness of our oversight will depend in part on the cooperation of the minority shareholder and Alpha Maier's management team, as well as the terms of the eventual shareholders' agreement. Alpha Maier may currently follow accounting practices, documentation standards, ERP systems, operational controls, and compliance procedures that differ from our own. Implementing changes to these systems may require negotiation, joint approval, or phased adoption, which may slow the alignment of Alpha
Maier's reporting and control environment with our internal standards or with SEC expectations. Delays or resistance in adopting enhanced controls may limit management's visibility into Alpha Maier's operations, financial condition, liabilities, or compliance exposures. Any inability to fully integrate Alpha Maier into our compliance and reporting framework may increase the risk of inaccurate financial reporting, operational inefficiencies, regulatory non-compliance, undetected liabilities, or delays in meeting our public-company disclosure obligations. Such limitations could adversely affect investor confidence, our ability to manage risk across the combined enterprise, and the anticipated benefits of the acquisition.
Shareholder agreements may contain veto or blocking rights that restrict our ability to make key decisions at Alpha Maier, which may limit our control and delay execution of our strategic initiatives.
In connection with our proposed acquisition of 51% of Alpha Maier Private Limited, we expect to enter into a shareholders' agreement that will govern the rights, obligations, and protections of both shareholders. Such agreements commonly grant minority shareholders various veto rights, supermajority approval requirements, or other protective provisions. These may apply to critical matters such as approval of annual budgets, capital expenditure programs, financing arrangements, changes in senior management, adoption of new accounting or reporting systems, expansion of production capacity, entry into significant contracts, or amendments to organizational documents. If the minority shareholder exercises these veto or blocking rights, or if joint approval is required for matters we consider strategically important, we may be prevented from implementing changes that we believe are necessary to improve operational performance, enhance governance, or align Alpha Maier with our broader automotive strategy. These restrictions may delay integration efforts, hinder operational improvements, and reduce our ability to react quickly to customer requirements or market developments. Any prolonged inability to make timely decisions due to shareholder approval requirements could disrupt Alpha Maier's operations, reduce competitiveness in OEM bidding cycles, or impair our ability to realize the expected benefits of the acquisition. If disputes arise regarding the scope or exercise of veto rights, such disagreements may require negotiation or formal dispute-resolution procedures, which may further impact performance and distract management.
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Non-controlling interest arising from our partial ownership of Alpha Maier may introduce volatility into our consolidated financial results, which may cause fluctuations in our reported earnings that do not reflect the underlying performance of our core business.
If the proposed acquisition is completed, we will own 51% of Alpha Maier Private Limited, while the remaining 49% will continue to be held by the minority shareholder. As a result, our consolidated financial statements will reflect a non-controlling interest representing the portion of Alpha Maier's net assets and earnings attributable to the minority shareholder. Changes in Alpha Maier's profitability, capital structure, operational performance, or accounting policies will therefore affect the non-controlling interest balance and may cause our reported results to fluctuate from period to period. Because Alpha Maier operates as a joint venture with its own governance structure, decision-making process, and strategic priorities, financial outcomes may not always align with our expectations or with the performance of our other subsidiaries. For example, changes in Alpha Maier's margins, working-capital requirements, foreign exchange exposure, capital expenditures, or tax positions may disproportionately impact the share of earnings attributable to non-controlling interests. These fluctuations may introduce variability in our consolidated net income, equity balances, and earnings per share, even if the performance of our wholly controlled operations remains stable. Additionally, any future changes to Alpha Maier's ownership structure, capital contributions, losses, impairments, or distributions could further alter the allocation of earnings between controlling and non-controlling interests. Such volatility may make it more difficult for investors to assess our consolidated financial performance, compare results across reporting periods, or evaluate the financial impact of the acquisition.
Operational Risks
Alpha Maier's operations depend heavily on complex decorative processes, including chrome plating, high-precision painting, and in-mold decoration (IMD), which involve significant technical and quality risks that may affect production, delivery schedules, and customer satisfaction.
Alpha Maier Private Limited manufactures aesthetic and functional interior and exterior components that require advanced surface-engineering capabilities such as chrome plating, UV painting, IMD processes, laser etching, and other high-precision decorative technologies. These processes involve complex chemical formulations, specialized equipment, and strict process-control parameters. Minor deviations in temperature, chemical balance, surface preparation, humidity, curing conditions, or material composition may lead to quality defects, inconsistent finishes, higher scrap rates, or rejection of parts by OEM customers. Because automotive OEMs maintain stringent appearance and quality requirements for aesthetic parts, even small inconsistencies or cosmetic imperfections may result in production rework, delivery delays, warranty claims, or penalties related to quality deviations. In addition, decorative technologies such as chrome plating and IMD require continuous calibration, equipment maintenance, and adherence to tight environmental and safety regulations. Any equipment malfunction, utility interruption, raw-material inconsistency, or operator error may disrupt production or impair surface-finish quality. If Alpha Maier is unable to maintain precise control over these complex processes, consistently achieve customer-specified quality standards, or respond quickly to process deviations, the company may experience increased operating costs, loss of customer confidence, reduced competitiveness in future program nominations, or potential discontinuation of awarded business. These risks may materially and adversely affect Alpha Maier's performance and our expected returns from the acquisition.
Production defects or quality failures at Alpha Maier could lead to OEM claims, line rejections, chargebacks, warranty obligations, or contractual penalties, any of which may materially affect the business and our expected returns.
Alpha Maier manufactures aesthetic and functional plastic components for major automotive OEMs, including Suzuki, Toyota, MG, Nissan, Renault, and Peugeot. These components, such as wheel trims, badges, interior garnishes, and painted or chrome-finished parts, must meet strict OEM quality, dimensional, and appearance specifications. Even minor deviations in color consistency, surface finish, material integrity, or dimensional accuracy may lead to part rejections, quality incidents at the OEM assembly line, or program-level disruptions. If Alpha Maier experiences production defects, inconsistent surface quality, contamination during painting or plating, tool wear, process instability, or operator error, OEM customers may issue quality claims, require rework or replacement of parts, or assess chargebacks and penalties under supply agreements. In severe cases, OEMs may suspend orders, place the supplier under controlled shipping or new business hold, or seek recovery of downstream losses related to assembly-line disruptions, warranty repairs, or field failures. Quality failures may also damage Alpha Maier's standing as a preferred supplier and impair its ability to secure new program nominations.
Repeated quality issues or unfavorable customer scorecards may lead to reduced volumes, lost business, or exclusion from bidding on future models. Any such claims, penalties, or reputational damage may materially and adversely affect Alpha Maier's financial performance and undermine the value we expect to obtain from the acquisition.
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High dependence on specialized tooling and injection-molding assets may create production bottlenecks or downtime risk, which could disrupt deliveries to OEM customers and adversely affect Alpha Maier's performance.
Alpha Maier's product portfolio, covering wheel trims, badges, interior garnishes, decorative trims, and other precision-molded components, relies heavily on specialized injection-molding machines, proprietary tooling, high-cavitation molds, robotic handling systems, and surface-finishing infrastructure. These assets are capital-intensive, long-lead-time, and often custom-designed for specific OEM programs. Because a single mold or injection-molding line may be responsible for producing components for a particular customer program, any equipment malfunction, tooling failure, extended maintenance cycle, or unplanned downtime may result in production delays or supply interruptions. Tooling repairs or replacements typically require specialized technicians, imported parts, or external toolrooms, which may involve multi-week or multi-month turnaround times. During such periods, Alpha Maier may be unable to fulfill committed customer volumes, causing line shortages, controlled shipping requirements, expedited logistics costs, or contractual penalties. In addition, the company's ability to ramp up production for new programs or respond to sudden volume increases is constrained by tooling capacity, machine availability, and cycle-time optimization. If Alpha Maier experiences bottlenecks, inadequate redundancy in tooling, insufficient preventive maintenance, or delays in commissioning new molds, its ability to meet OEM schedules and performance expectations may be compromised. Any prolonged equipment downtime or tooling-related disruption may materially affect customer relationships, financial performance, and Alpha Maier's competitiveness in securing future program nominations. These operational risks may also limit the synergies and strategic benefits we expect to achieve from the acquisition.
Reliance on specific resin and specialty chemical suppliers may create supply-chain vulnerabilities that could disrupt production, increase costs, or impair Alpha Maier's ability to meet OEM delivery requirements.
Alpha Maier's manufacturing operations depend on a limited number of suppliers for key raw materials, including engineering resins, chrome-plating chemicals, specialty coatings, paints, solvents, UV-curable materials, and additives required for high-precision aesthetic components. Many of these inputs are specialized, sourced from approved vendors designated by automotive OEMs, or imported from overseas suppliers. Because substitution is often restricted by OEM specifications, quality standards, and validation requirements, Alpha Maier may be unable to change suppliers quickly in response to shortages, cost increases, or supply interruptions. Any disruption in the supply of these materials, whether due to production issues at the vendor, transportation delays, import and customs bottlenecks, regulatory changes affecting chemical shipments, or raw-material shortages, could halt production or impair the quality and consistency of finished components. In addition, volatility in global resin and chemical prices, dependency on foreign suppliers, or changes in currency exchange rates may increase procurement costs, which Alpha Maier may not be able to pass on to OEM customers under fixed-price contracts. If Alpha Maier is unable to secure timely deliveries of approved materials, maintain adequate inventory, or qualify alternative suppliers within required timelines, it may experience production delays, increased scrap rates, expedited freight costs, or penalties from OEM customers for failure to meet delivery schedules. Such supply-chain vulnerabilities may materially and adversely affect Alpha Maier's operational performance, profitability, and our anticipated benefits from the acquisition.
Alpha Maier may face high scrap rates or yield loss due to stringent aesthetic and surface-quality standards, which could increase production costs and adversely affect margins.
Alpha Maier produces highly aesthetic interior and exterior automotive components, including chrome-plated trims, painted parts, wheel caps, badges, and IMD-decorated surfaces. These products are subject to strict OEM appearance and quality requirements relating to gloss levels, color uniformity, texture, surface finish, metallic effects, pattern consistency, and freedom from cosmetic defects. Even minor imperfections, such as micro-scratches, surface contamination, color deviation, flow marks, voids, or plating inconsistencies, may render parts unacceptable to OEM customers. Because aesthetic components require highly controlled process conditions, any variation in raw materials, injection parameters, plating chemistry, paint booth environment, tooling condition, or operator handling may increase scrap rates or result in rework. Yield loss may also occur during new tool commissioning, color matching, process ramp-up, and qualification of new finishes or decorative technologies. These issues can significantly increase production costs, extend cycle times, and reduce overall equipment effectiveness.
High scrap rates or yield challenges may also affect Alpha Maier's ability to meet delivery schedules, maintain customer ratings, or retain program nominations for new vehicle models. If scrap or rework costs rise materially or consistently exceed expectations, Alpha Maier's profitability may be adversely affected, and we may not achieve the margin improvements or operational efficiencies we expect from the acquisition.
Operational disruptions or capacity constraints at Alpha Maier could impact delivery schedules, affect customer satisfaction, and negatively influence OEM supplier ratings.
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Alpha Maier's operations involve multiple interdependent manufacturing processes, such as injection molding, surface preparation, chrome plating, painting, and assembly, that must function reliably and cohesively to meet strict OEM delivery schedules. Any disruption in these processes, whether caused by equipment breakdowns, maintenance delays, labor shortages, raw-material constraints, quality issues, or utility outages, may impair Alpha Maier's ability to supply components on time and in the quantities required by automotive OEMs. Because automotive production operates on just-in-time (JIT) systems, even short-term production delays or volume shortfalls may cause OEM assembly-line stoppages, controlled shipping requirements, expedited freight obligations, or financial penalties under existing supply agreements. In addition, Alpha Maier's production capacity may be constrained during periods of increased demand, new model launches, or ramp-up of additional programs, particularly if tooling capacity, machine availability, or finishing-line throughput is insufficient to support volume requirements. Any such disruptions or capacity bottlenecks may negatively affect Alpha Maier's OEM supplier ratings, which influence a supplier's eligibility for new business nominations, long-term sourcing decisions, and platform awards. Deterioration in supplier scores or delivery performance metrics may therefore limit
Alpha Maier's growth prospects, reduce customer confidence, and adversely affect the strategic value and financial performance we expect from the acquisition.
Customer & Market Risks
Alpha Maier is exposed to customer concentration risk due to significant reliance on a limited number of automotive OEMs such as Suzuki, Toyota, MG, Nissan, Renault, and Peugeot, and the loss or reduction of business from any of these customers could materially affect its performance.
Alpha Maier Private Limited generates a substantial portion of its revenue from a concentrated set of automotive OEM customers, including Suzuki, Toyota, Morris Garages (MG), Nissan, Renault, Peugeot, and other manufacturers. These OEMs typically award business on a program-by-program basis, and suppliers are required to meet strict commercial, technical, and performance criteria throughout the lifecycle of a vehicle model. Because Alpha Maier's sales are heavily dependent on a few key customers, any reduction in orders, delays in program launches, model discontinuations, platform changes, or re-sourcing decisions by these OEMs could have a significant adverse impact on Alpha Maier's revenue and profitability. Customer concentration increases vulnerability to adverse developments affecting any single OEM, including changes in demand, production schedules, supply-chain strategies, or the OEM's own financial or operational challenges. In addition, OEMs frequently conduct competitive bidding processes when launching new models, and there is no assurance that Alpha Maier will retain its position as a preferred supplier or secure nominations for future programs. High dependence on a limited customer base also gives OEMs substantial bargaining power, which may result in pricing pressure, margin compression, stricter performance requirements, or unfavorable commercial terms. If Alpha Maier loses a major customer, receives reduced allocations, is placed on controlled shipping status, or fails to win new program nominations, its financial performance may be materially and adversely affected. Such customer concentration risk may limit the stability and predictability of the business and may negatively impact the expected benefits of our acquisition.
The loss of any key OEM program could materially affect Alpha Maier's revenues, profitability, and future business prospects.
Alpha Maier Private Limited supplies components to major automotive OEMs through model-specific programs awarded via competitive bidding processes. These programs typically span multiple years and represent a significant portion of Alpha Maier's revenues. If Alpha Maier loses an existing program, whether due to quality issues, cost competitiveness, supplier re-sourcing, customer strategy changes, platform discontinuation, or failure to meet delivery or performance requirements, the associated revenue stream may be significantly reduced or eliminated. Furthermore, OEM program volumes may fluctuate based on consumer demand, regulatory changes, market conditions, or OEM-level production adjustments. Even temporary volume reductions can have a disproportionate impact on revenue because the company's fixed costs for tooling, equipment, labor, and facility operations must still be incurred.
Additionally, if an OEM decides not to nominate Alpha Maier for the next generation of a model or shifts sourcing to an alternative supplier, we may experience an irreversible loss of business for that platform. The automotive industry is highly competitive, and suppliers must continually meet stringent cost, quality, and technology requirements to retain and win programs. Any loss or reduction in a major OEM program, particularly those from customers such as Suzuki, Toyota, MG, Nissan, Renault, or Peugeot, may materially and adversely affect Alpha Maier's financial performance, reduce capacity utilization, impact margins, and limit growth opportunities. Such program-level volatility may also affect the strategic and financial benefits we expect from the acquisition.
Auto industry volume fluctuations may reduce demand for the aesthetic plastic components produced by Alpha Maier, which could negatively impact revenues and profitability.
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Alpha Maier's business is directly tied to the production volumes of major automotive OEMs, including Suzuki, Toyota, MG, Nissan, Renault, and Peugeot. Demand for the company's aesthetic plastic components, such as wheel trims, badges, painted parts, and interior decorative features, depends on the number of vehicles manufactured and the specific model mix produced by these OEMs. Any decline in vehicle production volumes, whether due to economic downturns, supply-chain disruptions, regulatory changes, labor issues, shifts in consumer preferences, or geopolitical factors, may result in lower order volumes from OEM customers. Because the automotive industry is cyclical, suppliers like Alpha Maier may experience significant fluctuations in demand that are outside their control. For example, reductions in production schedules, model phase-outs, postponed vehicle launches, or shifts toward vehicles with different styling requirements may reduce the need for Alpha Maier's components. In addition, changes in OEM strategies, such as focusing on lower-cost models, redesigning exterior and interior aesthetics, or eliminating decorative features to reduce cost, may also reduce demand for the company's products.
Lower demand may adversely affect capacity utilization, leading to higher fixed-cost absorption, reduced operational efficiency, and margin compression. During periods of industry slowdown, Alpha Maier may face increased competition, pricing pressure, and lower program profitability. These factors may negatively impact Alpha Maier's financial performance and may limit the strategic benefits we expect to achieve through the acquisition.
OEM design changes or model discontinuation could reduce order volumes for Alpha Maier's components, adversely affecting revenue and long-term program visibility.
Alpha Maier's components, such as badges, wheel trims, interior garnishes, painted parts, and decorative plastic elements, are designed and validated for specific vehicle models and variants produced by OEM customers. These components cannot typically be transferred to other vehicle platforms without significant redesign, revalidation, or entirely new tooling. As a result, the company's revenue is closely tied to the lifecycle of each model for which it supplies parts. If an OEM modifies the exterior or interior styling of a vehicle, revises decorative requirements, implements alternative design choices, or adopts new materials or technologies, Alpha Maier may experience reductions in order volumes or may be required to invest in new tooling or validation processes to maintain its supply position. In some cases, the OEM may re-source the affected components to a different supplier or eliminate certain aesthetic elements altogether as part of cost-reduction initiatives. Model discontinuation, whether due to consumer preference shifts, regulatory compliance issues, poor performance of a particular vehicle line, or strategic portfolio rationalization, may also result in the immediate or gradual elimination of demand for Alpha Maier's components associated with that model. Because tool investments and manufacturing processes are model-specific, lost volumes may not be easily replaced, and excess capacity may remain idle until new programs ramp up. These risks may lead to reduced revenue visibility, lower utilization of tooling and equipment, margin compression, and delays in achieving the financial performance we expect from the acquisition. Any significant design change or model discontinuation from key customers may materially and adversely affect Alpha Maier's business.
Competitive pressure from low-cost domestic and international suppliers may compress margins and limit Alpha Maier's ability to retain or win OEM programs.
Alpha Maier operates in a highly competitive automotive components market, where OEM customers frequently evaluate suppliers based on cost, quality, delivery performance, and technological capability. The company competes not only with established Tier-1 and Tier-2 suppliers but also with low-cost domestic manufacturers and international suppliers who may offer similar aesthetic and decorative products, such as wheel trims, badges, interior garnishes, and painted or chrome-finished plastic components, at lower prices. Suppliers in markets such as India, China, Southeast Asia, North Africa, and Eastern Europe often benefit from lower labor costs, government incentives, scale advantages, or reduced overhead structures, enabling them to bid aggressively on new programs or undercut existing suppliers. Automotive OEMs routinely pursue cost-reduction initiatives across their supply chains, increasing the likelihood that Alpha Maier will face pricing pressure during contract renegotiations, annual cost-down cycles, and future model nominations. If Alpha Maier cannot match the pricing, efficiency levels, or capacity advantages of these low-cost competitors, the company may experience:
- lower margins,
- reduced profitability,
- loss of existing programs,
- exclusion from future RFQs, or
- increased pressure to invest in automation or process improvements.
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In addition, competitive dynamics may force Alpha Maier to absorb cost increases related to raw materials, chemicals, energy, or utilities without corresponding price increases from OEM customers. Sustained margin compression may adversely affect the company's financial performance and limit the strategic benefits we expect to achieve from the acquisition.
Financial Performance Risks
Variability in Alpha Maier's EBITDA margins (ranging from 6.9% to 11.9% in recent years) indicates sensitivity to cost cycles, operational efficiency, and production mix, which may adversely affect financial performance.
Alpha Maier has historically exhibited fluctuating EBITDA margins, with reported margins ranging from approximately 6.9% to 11.9% over the last several fiscal years. This variability reflects the company's exposure to changes in material costs, labor expenses, production efficiency, scrap rates, overhead absorption, and the underlying mix of programs and volumes awarded by OEM customers. Because aesthetic plastic components, including decorated trims and chrome- or paint-finished parts, rely heavily on precise process conditions and complex production steps, minor inefficiencies or disruptions can materially affect profitability. The company's margins are also highly sensitive to fluctuations in raw-material costs, particularly engineering resins, chrome-plating chemicals, and specialty coatings, which may increase due to global supply-chain dynamics, commodity cycles, regulatory restrictions, or currency exchange movements. In many cases, Alpha Maier may be unable to pass these cost increases on to OEM customers because automotive supply agreements often include fixed pricing, stringent annual cost-down requirements, or limited mechanisms for adjusting prices during the program lifecycle. In addition, margin performance may deteriorate during periods of lower capacity utilization, new-model ramp-ups, tooling changes, or production-line rebalancing. Operational inefficiencies, scrap or rework, yield losses, or disruptions in decorative processes may further reduce margins. These factors may cause Alpha Maier's financial results to vary significantly from period to period, making it more difficult to forecast performance, allocate resources, or achieve the profitability levels we expect following the acquisition.
Working capital requirements at Alpha Maier may increase due to tooling demands, inventory needs, and extended customer credit cycles, which could pressure liquidity and affect operational performance.
Alpha Maier's operations require substantial and recurring working capital to support tooling investments, raw-material procurement, production scheduling, and supply commitments to OEM customers. Automotive programs often require significant upfront expenditures for specialized tooling, molds, fixtures, and validation activities, which may not be fully reimbursed or may be recovered gradually over long program cycles. These costs must typically be incurred well before revenue is generated, placing pressure on cash flows and liquidity. In addition, Alpha Maier must maintain adequate inventory levels of engineering resins, chrome-plating chemicals, paints, and other specialized materials essential for its decorative processes. To ensure uninterrupted supply to OEMs and maintain just-in-time (JIT) delivery requirements, the company may also be required to hold safety stock or advance-purchase materials during periods of supply instability or price volatility. These inventory requirements may temporarily increase working capital utilization and reduce cash availability. Customer credit cycles in the automotive industry are often extended, with payment terms ranging from 45 to 90 days or longer, depending on OEM policies and market conditions. During periods of increased production or new-program ramp-up, receivables may accumulate faster than cash collections, resulting in additional strain on working capital. Delays in customer payments or changes in payment terms may further amplify liquidity challenges. If Alpha Maier is unable to effectively manage its working capital requirements, obtain adequate financing, or align cash flows with production obligations, it may experience liquidity constraints, increased borrowing needs, or operational disruptions. These pressures may adversely affect its financial performance and may hinder the value creation we expect to achieve through the acquisition.
Foreign exchange fluctuations may affect Alpha Maier's costs for imported raw materials, equipment, and technology inputs, which may adversely impact margins and financial stability.
Alpha Maier relies on several imported inputs, including engineering resins, chrome-plating chemicals, specialty paints, decorative materials, and certain advanced tooling or equipment required for high-precision plastic components. These materials and technology inputs are often sourced from international suppliers in Europe, Japan, Korea, and other regions, and are typically invoiced in foreign currencies such as the U.S. dollar or euro. As a result, Alpha Maier's procurement costs are exposed to fluctuations in foreign exchange rates, particularly the Indian Rupee's exchange rate relative to these currencies.
Significant volatility in currency markets, whether due to macroeconomic conditions, interest rate changes, geopolitical developments, or global commodity disruptions, may result in higher import costs that cannot always be passed on to OEM customers. Automotive supply contracts often restrict suppliers'
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ability to adjust pricing during the program lifecycle, leaving the supplier responsible for absorbing unfavorable foreign exchange movements. This may lead to margin compression, cost overruns, or profitability shortfalls. In addition, currency volatility may complicate procurement planning, inventory management, and long-term investment decisions. If Alpha Maier relies on technology licenses, equipment upgrades, or proprietary processes from international partners, foreign exchange movements may increase the cost of capital investments or delay technological enhancements. Any prolonged depreciation of the Indian Rupee or heightened volatility may materially affect Alpha Maier's financial performance and hinder the expected benefits of our acquisition.
Technology & Dependency Risks
Alpha Maier relies heavily on Maier Group's proprietary technology, process know-how, and technical expertise, and any loss or limitation of this support may adversely affect its competitiveness and operational performance.
Alpha Maier Private Limited operates as a joint venture that benefits substantially from the proprietary technology, process know-how, and technical capabilities developed by Maier S. Coop (the Maier Group), a leading European supplier of decorative and aesthetic automotive components. The company's ability to deliver high-quality chrome-plated, painted, IMD-decorated, and laser-etched parts depends on access to Maier Group's formulations, technical specifications, manufacturing methodologies, quality systems, and engineering support. Many of Alpha Maier's advanced decorative processes, including chrome chemistry, UV coating systems, multi-color effect technologies, and aesthetic surface engineering, are derived directly from Maier Group platforms and may require continued collaboration. Because these technologies and processes are proprietary to Maier Group, Alpha Maier may be limited in its ability to replicate, modify, or independently enhance them. If Maier Group reduces technical support, restricts technology sharing, modifies licensing arrangements, changes strategic priorities, faces operational disruptions, or experiences financial difficulties, Alpha Maier may be unable to maintain the consistency, quality, or innovation required by its OEM customers. In addition, any deterioration in the relationship between the joint-venture partners may affect Alpha Maier's access to updated process parameters, new decorative techniques, equipment upgrades, or troubleshooting support. Loss of access to Maier Group know-how could impair Alpha Maier's ability to meet customer specifications, compete effectively in new program nominations, or maintain compliance with changing OEM and regulatory requirements. Any limitations in technical support or technology transfer may materially and adversely affect Alpha Maier's operational performance, product quality, and long-term competitiveness, thereby reducing the strategic benefits we expect to obtain from the acquisition.
Rapid advances in automotive styling or decorative technology may require unplanned investments in new equipment, tooling, or processes, which could increase costs and adversely impact Alpha Maier's competitiveness.
The automotive industry is experiencing accelerated innovation in aesthetic finishes, decorative technologies, and functional-integrated plastic components. OEMs increasingly demand advanced surface treatments, lightweight materials, multi-layer finishes, matte and gloss combinations, metallic and textured effects, laser-etched illumination, and integrated lighting or sensor features within plastic components. These styling advancements may require Alpha Maier to adopt new process technologies, upgrade machinery, implement digital quality systems, or invest in advanced tooling and automation capabilities. Because these technologies evolve rapidly, Alpha Maier may face pressure to make unplanned or accelerated capital investments to remain competitive in OEM sourcing cycles. New model launches or design refreshes may require specialized molds, high-capacity injection machines, proprietary coating lines, new chrome technologies, or enhanced IMD and laser-etching capabilities. These investments often have long payback periods, may require significant technical validation, and may not be fully recoverable through customer pricing. Failure to adapt to styling or process-technology changes may result in loss of program nominations, reduced participation in new vehicle platforms, or diminished competitiveness relative to suppliers with more advanced capabilities. If Alpha Maier is unable or unwilling to make these investments on a timely basis, whether due to capital constraints, shareholder misalignment, or technical limitations, its long-term growth prospects and financial performance may be adversely affected. These risks may also reduce the strategic benefits we expect to obtain from the acquisition.
India-Specific Regulatory & Compliance Risks
Environmental regulations governing chrome plating, paint operations, and chemical handling may tighten, increasing compliance costs and operational risks for Alpha Maier.
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Alpha Maier operates chrome-plating, paint-finishing, and related chemical-intensive processes that fall under increasingly stringent environmental regulations in India. These include rules relating to air emissions, effluent treatment, hazardous-waste disposal, use of hexavalent chromium and other restricted substances, volatile organic compounds (VOCs) in paints, and occupational exposure to chemicals used in surface engineering. Regulatory bodies may impose additional restrictions on chrome plating due to environmental and health concerns, tighten limits on VOC emissions, or introduce new compliance requirements that mandate costly upgrades to effluent treatment plants, air-filtration systems, waste-management facilities, or worker-safety controls. Any tightening of environmental regulations may require Alpha Maier to incur significant capital expenditures to upgrade pollution-control equipment, modify production processes, switch to alternative (and potentially more expensive) materials, or implement enhanced monitoring and reporting systems. Failure to meet updated standards could lead to fines, penalties, temporary shutdowns, loss of operating licenses, or mandatory corrective actions.
Because OEM customers increasingly prioritize environmental compliance in their supplier assessments, any lapse or delay in meeting environmental norms may adversely affect Alpha Maier's eligibility for new business nominations. Regulatory changes may also introduce uncertainty, increase operating costs, and reduce flexibility in manufacturing operations. If compliance obligations become more burdensome or chrome plating faces tighter regulatory scrutiny, Alpha Maier's ability to operate efficiently and competitively may be materially affected, thereby reducing the anticipated benefits of our acquisition.
Compliance failures in effluent treatment, emissions control, or chemical handling could lead to
Alpha Maier’s manufacturing operations involve painting, surface treatment, and the use of chemicals, and are subject to Indian environmental laws administered by the central and state pollution control boards, including consent to operate requirements, effluent discharge and emissions norms, and hazardous waste management rules. Failures in effluent treatment, emissions control, or chemical handling could result in fines, suspension or revocation of consents, remediation obligations, third party claims, or interruption of production. Environmental requirements may also become more stringent over time, requiring additional capital expenditure. Any of these outcomes could materially and adversely affect the operations and financial condition of Alpha Maier and, following completion of the acquisition, of the Company.
regulatory penalties, mandated shutdowns, or suspension of Alpha Maier's chrome-plating and paint operations.
Alpha Maier's manufacturing processes involve chrome plating, painting, surface preparation, and the use of hazardous chemicals that are subject to strict environmental and safety regulations in India. These regulations govern the treatment and discharge of industrial effluents, permissible levels of air emissions, handling and storage of hazardous substances, worker exposure limits, and proper disposal of chemical waste. Chrome-plating operations, in particular, attract heightened regulatory scrutiny due to the environmental and health risks associated with hexavalent chromium and other restricted substances. Any failure to comply with these environmental or safety requirements, whether due to inadequate effluent treatment capacity, malfunctioning scrubbers or filtration systems, improper chemical storage, lapses in waste-handling procedures, incomplete documentation, or deviations in process control, may result in enforcement actions by regulatory authorities. Such actions may include monetary penalties, issuance of non-compliance notices, temporary suspension of operations, revocation of permits, or mandatory corrective actions that disrupt production. Environmental non-compliance may also negatively affect Alpha Maier's standing with OEM customers, who increasingly require suppliers to meet stringent sustainability and environmental performance criteria as part of their qualification and sourcing processes. Any mandated shutdown, enforcement action, or reputational damage arising from compliance failures may materially and adversely affect production schedules, financial performance, and the competitive position of the business. These risks may also diminish the strategic benefits we expect from the acquisition.
Labor law complexities, worker safety norms, and unionization in India may increase operational risks for Alpha Maier and could lead to disruptions, higher costs, or regulatory exposure.
Alpha Maier operates manufacturing facilities in India, where labor regulations are extensive, evolving, and strictly enforced. These regulations cover wages, working hours, overtime compensation, contract labor, worker benefits, health and safety standards, and employment termination procedures. Compliance with these laws often requires significant administrative oversight and may increase operating costs. In addition, changes to India's labor framework, such as the ongoing reform and consolidation of labor codes, may impose new compliance obligations, necessitate process revisions, or result in increased penalties for non-compliance. Worker safety norms, particularly in facilities that operate chrome-plating, painting, and chemical-handling processes, are stringent and subject to regular inspections by labor and industrial safety authorities. Any lapses in safety procedures, personal protective equipment usage, chemical handling, ventilation systems, or emergency-response protocols may result in accidents, injuries, or regulatory action, including fines, mandated temporary shutdowns, or stricter compliance requirements. Unionization also poses operational risks. A portion of the workforce may be unionized or may choose to unionize in the future. Labor unions may demand wage increases, improved benefits, or changes in workplace practices, leading to higher personnel costs. Disagreements or stalled negotiations may result in labor unrest, strikes, work stoppages, or disruptions to production. Because automotive OEMs operate on stringent JIT (just-in-time) schedules, even short-term labor disruptions may cause significant delivery failures and reputational damage. Any increase in compliance obligations, safety incidents, regulatory enforcement, or labor disputes may materially and adversely affect Alpha Maier's production efficiency, cost structure, and ability to meet customer delivery commitments.
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Any changes in GST, excise regulations, import duties, or local government incentives in India may affect Alpha Maier's cost structure and could adversely impact its financial performance.
Alpha Maier operates within India's complex and evolving indirect tax framework, which includes the Goods and Services Tax (GST), customs duties, import tariffs, excise-related rules on specific chemical inputs, state-level levies, and incentive programs for manufacturing units. Changes in any of these tax or duty structures may materially increase Alpha Maier's operational costs, particularly because the company depends on imported raw materials such as engineering resins, chrome-plating chemicals, solvents, paints, and specialized machinery. Increases in import duties or the introduction of additional tariffs may raise procurement costs for key inputs, while modifications to GST rates or rules related to input tax credit (ITC) eligibility may reduce recoverable taxes or increase compliance burdens. At the same time, discretionary incentives offered by local governments, such as subsidies, refunds, electricity-duty exemptions, or capital-incentive schemes, may be modified or withdrawn at any time. Any adverse change in these incentives may increase Alpha Maier's effective cost of operations or capital investment. Because automotive supply contracts often restrict the ability to pass cost increases to OEM customers, tax or duty changes may directly compress margins and reduce profitability. Further, frequent regulatory amendments require ongoing compliance updates, system changes, and administrative oversight. Any such changes in India's tax regime or duty structure may adversely affect Alpha Maier's financial results and may limit the strategic benefits we expect from the acquisition.
Political or regulatory instability in India could impact Alpha Maier's operations, supply chains, and overall business continuity.
Alpha Maier operates in India, where political, regulatory, and administrative environments may be subject to rapid changes or uncertainty. Government actions, including shifts in industrial policy, changes in foreign investment rules, modifications to manufacturing regulations, new restrictions on chemical usage, or adjustments to environmental and labor standards, may affect the company's operations, cost structure, and compliance obligations. Regulatory reforms may create ambiguity regarding implementation timelines, interpretation of rules, or compliance requirements, potentially disrupting business planning and increasing administrative burden. Political developments, such as changes in government leadership, regional instability, policy reversals, or election-related uncertainty, may also influence industrial activity, infrastructure availability, and the stability of supply chains. In addition, local governments in India exercise considerable authority over power supply, land-use permissions, environmental clearances, and labor enforcement. Any delays or adverse changes in these regulatory domains may disrupt production or increase operating costs. Supply-chain vulnerabilities may also arise from regulatory decisions affecting imports, transportation networks, or logistics infrastructure, particularly since Alpha Maier relies on imported raw materials, specialized chemicals, and tooling from international suppliers. Political or regulatory shifts that affect customs procedures, import duties, trade agreements, or transportation corridors may result in supply delays, increased costs, or production interruptions. Any significant political or regulatory instability could adversely affect Alpha Maier's operational performance, increase business uncertainty, and limit the strategic or financial benefits we expect from the acquisition.
Supply Chain Risks
Disruption in the supply of key plastics, chrome chemicals, or specialty coatings could halt production and materially affect Alpha Maier's ability to meet OEM delivery commitments.
Alpha Maier's manufacturing processes rely on a continuous and timely supply of critical raw materials, including engineering plastics, chrome-plating chemicals, specialty coatings, UV paints, solvents, and additives required for aesthetic and functional automotive components. Many of these materials are supplied by a limited number of approved vendors, and OEM specifications often restrict substitution without lengthy revalidation or approval processes. As a result, Alpha Maier has limited flexibility to switch suppliers quickly in response to shortages, quality issues, or supply disruptions. Any interruption in the availability of these key materials, whether due to production shutdowns at the supplier, raw-material scarcity, transportation delays, changes in regulatory controls, port congestion, geopolitical instability, or supplier financial distress, may halt or significantly impair Alpha Maier's production operations. In particular, chrome-plating chemicals and specialty coatings have long lead times, stringent regulatory controls, and limited global supply sources, making them especially vulnerable to disruption. Because automotive OEMs operate on strict just-in-time (JIT) schedules, any production stoppage or delay caused by material shortages may disrupt OEM assembly lines, result in chargebacks or penalties, or lead to the loss of future program nominations. In addition, sudden shortages may force Alpha Maier to procure materials at higher spot prices, impacting margins and working capital requirements. A sustained disruption in the supply of key materials may materially and adversely affect Alpha Maier's revenue, customer relationships, operational stability, and the overall strategic value of the acquisition.
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Dependency on imported raw materials, chemicals, tooling, and machinery may expose Alpha Maier to delays arising from customs clearance, port congestion, logistical bottlenecks, or international transportation issues.
Alpha Maier relies on several imported inputs critical to its decorative and injection-molding operations, including engineering resins, chrome-plating chemicals, specialty coatings, UV-cured paints, and high-precision tooling or machinery sourced from international suppliers. These imports must pass through Indian customs procedures, port infrastructure, regulatory inspections, and logistics networks that are subject to frequent delays and operational challenges. Customs-clearance timelines may be impacted by changes in import regulations, heightened scrutiny of chemical shipments, documentation discrepancies, changes in Harmonized System (HS) codes, or evolving safety and compliance checks. Additionally, port congestion, transportation strikes, container shortages, labor disruptions at ports, geopolitical issues affecting shipping routes, or global logistics disruptions may extend lead times or cause unpredictable delays in receiving materials or equipment. Because many of these imported inputs are specialized and OEM-approved, Alpha Maier may be unable to source alternatives domestically without undergoing lengthy validation processes. Any delay in customs clearance or international shipping may halt production, affect delivery schedules, increase raw-material costs, or result in penalties from OEM customers for missed or late deliveries. Such delays may also disrupt new program launches or tooling readiness for upcoming OEM platforms, reducing Alpha Maier's competitiveness in securing additional business. Dependence on imports therefore exposes the company to significant timing, cost, and operational risks that may adversely affect both financial performance and the broader strategic benefits we expect from the acquisition.
Strategic & Integration Risks for Tejascore
Integration of Alpha Maier may be more complex due to differing systems, processes, and reporting frameworks, which could delay alignment, increase costs, or affect post-acquisition performance.
If we complete the proposed acquisition of 51% of Alpha Maier Private Limited, integrating the joint venture into our broader organizational, operational, and reporting framework may prove more challenging than anticipated. Alpha Maier currently operates its own set of enterprise systems, process controls, production methods, documentation standards, accounting practices, and reporting cycles, many of which may differ significantly from ours. Aligning these systems, including ERP platforms, quality management systems, procurement processes, internal controls, environmental compliance procedures, and financial reporting structures, may require substantial time, investment, and management attention. Integration efforts may be further complicated by site-specific manufacturing practices, legacy workflows, cultural differences, resource constraints, or resistance to operational changes. Bringing Alpha Maier's practices into compliance with the reporting standards required for SEC filings, including timely data consolidation, implementation of internal controls, and harmonization of financial policies, may require extensive training, procedural redesign, or system upgrades. Any delays or inefficiencies during the integration process may disrupt operations, create internal inconsistencies, impair management's ability to monitor performance, or reduce the accuracy and timeliness of financial reporting. Incomplete or prolonged integration may also limit the realization of expected synergies, increase compliance risks, or reduce the strategic benefits of the acquisition.
Cultural differences between the foreign joint-venture partner and Indian management may slow decision-making, complicate coordination, and affect the execution of operational and strategic initiatives.
Alpha Maier operates as a joint venture between an Indian partner and a foreign shareholder, each with distinct organizational cultures, management styles, decision-making frameworks, and strategic priorities. Differences in corporate governance norms, communication styles, risk tolerance, escalation processes, and operating philosophies may create friction in day-to-day coordination or in the approval of key actions such as capital expenditure, quality initiatives, staffing decisions, technology adoption, and budget allocation. These cultural and managerial differences may result in longer deliberation cycles, slower consensus-building, or cautious decision-making, particularly where major investments, operational changes, or process upgrades are involved. Misalignment between the joint-venture partners may also lead to differing interpretations of commercial priorities, production approaches, employee management, and customer-engagement strategies, potentially affecting the responsiveness and agility needed to meet OEM requirements. If the JV partners are unable to effectively bridge cultural and managerial differences, Alpha Maier may experience delays in executing initiatives, slower resolution of operational issues, reduced integration efficiency, or impaired ability to compete effectively for new programs. Such challenges may also increase management bandwidth requirements and impede realization of the strategic and financial benefits we expect from the acquisition.
Post-acquisition synergy realization at Alpha Maier may be lower or slower than expected, which could reduce the strategic and financial benefits we anticipate from the transaction.
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Our acquisition of 51% of Alpha Maier Private Limited is based in part on anticipated operational, commercial, and strategic synergies, including improved purchasing leverage, enhanced process capabilities, technology alignment, shared customer relationships, and consolidated manufacturing efficiencies. These expected synergies are inherently uncertain and depend on successful integration of systems, processes, organizational structures, and management practices across the joint venture and our broader operations. However, synergy realization may be delayed or reduced due to several factors, including differing legacy systems and workflows, cultural or managerial misalignment, limited availability of skilled personnel, resistance to operational changes, constraints imposed by the minority shareholder, and technical limitations in combining production processes or quality systems. In addition, cost savings and efficiency gains may not materialize if production volumes do not reach expected levels, if customer programs underperform, or if capital expenditures required to modernize facilities or upgrade decorative technology exceed initial projections. Delays in synergy realization may also arise from the need to harmonize quality systems, align procurement contracts, integrate supply chains, or update information technology infrastructure. Unexpected operational challenges, such as equipment downtime, material shortages, or customer-driven engineering changes, may further reduce the ability to achieve anticipated cost reductions or efficiency improvements within the expected timeframe. If synergies are slower to materialize or lower in magnitude than projected, the acquisition may generate reduced returns, lower margins, and diminished strategic value, which may adversely affect our financial performance and hinder the benefits we expect to obtain from the joint venture.
Our inability to fully align Alpha Maier's strategy with Tejascore's broader automotive strategy may limit value creation and reduce the long-term benefits of the acquisition.
Our acquisition of 51% of Alpha Maier Private Limited is intended to strengthen our broader automotive platform by expanding decorative, aesthetic, and functional-plastic capabilities across multiple OEM programs. The success of this acquisition depends on the alignment of Alpha Maier's commercial, operational, and technological priorities with Tejascore's overall strategic objectives. However, Alpha Maier's existing business model, customer mix, technology roadmap, and operational footprint may not fully align with our long-term strategy. Differences in strategic priorities, such as customer targeting, pricing philosophy, investment timing, technology adoption, product focus, or geographic expansion, may hinder the realization of synergies or limit the ability to pursue integrated growth initiatives. Alpha Maier's legacy commercial commitments, cost structures, or operational constraints may reduce flexibility in implementing strategic changes or responding to shifts in the automotive market. In addition, the presence of a minority shareholder with its own commercial interests may complicate or delay efforts to harmonize the joint venture's direction with Tejascore's broader goals. If Alpha Maier's strategy cannot be fully aligned with our own, we may face reduced economies of scale, inconsistent customer messaging, fragmented procurement, limited integration of product portfolios, or suboptimal utilization of combined capabilities. Such strategic misalignment may limit value creation, reduce competitive advantage, and diminish the financial and operational benefits we expect to derive from the acquisition.
Legal & Contractual Risks
Customer contracts may impose penalties for delays, quality issues, or order cancellations, which could materially affect Alpha Maier's financial performance and customer relationships.
Alpha Maier supplies highly aesthetic and functional plastic components to major automotive OEMs under long-term supply agreements that include strict commercial, delivery, and quality obligations. These contracts typically impose financial penalties, chargebacks, and other remedies if the supplier fails to meet required production schedules, quality specifications, or volume commitments. In addition, OEMs may cancel orders, reduce allocations, or impose controlled-shipping requirements if suppliers experience recurring quality issues or delivery disruptions. Because OEM assembly lines operate on just-in-time (JIT) principles, even short production delays, capacity constraints, or transport interruptions may trigger contractual penalties or force Alpha Maier to incur significant expedited-freight costs to avoid line stoppages. Quality deviations, such as cosmetic defects, appearance mismatches, plating inconsistencies, or paint-finish issues, may result in chargebacks, rework obligations, field claims, or removal from new-business consideration. OEMs may also impose unilateral deductions or cost recoveries for downstream impacts on their own production processes. Contractual remedies may be significant, and OEMs often exercise broad discretion in assessing penalties or allocating liability for production losses. In severe cases, repeated failures may lead to customer loss, program discontinuation, or reputational damage that limits Alpha Maier's ability to compete for future model nominations. Any such penalties, chargebacks, cancellations, or commercial consequences may materially and adversely affect Alpha Maier's financial performance and reduce the strategic benefits we expect to gain from the acquisition.
Tooling ownership and warranty terms may lead to liabilities during program changes, tooling modifications, or OEM-driven engineering updates, which could increase costs or disrupt production.
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Alpha Maier manufactures automotive components using specialized, customer-specific tooling, including injection molds, fixtures, gauges, and decorative-process tooling, that is often owned by OEM customers or financed through reimbursement arrangements. These tooling assets are subject to strict contractual conditions, warranty obligations, dimensional-specification requirements, and engineering-change protocols that may impose financial or operational liabilities on the supplier. During the lifecycle of an OEM program, tooling may require modifications, repairs, refurbishments, or capacity enhancements to accommodate design changes, quality improvements, or new regulatory requirements. OEMs may mandate tooling upgrades or changes without providing corresponding commercial relief, or may delay reimbursement for tooling costs, thereby increasing Alpha Maier's working-capital burden. In certain cases, tooling failure, deviation from specification, or inadequate maintenance may expose the company to warranty claims, penalties, or customer chargebacks. If tooling does not meet OEM expectations for durability, performance, or dimensional stability, particularly during extended production runs or program extensions, Alpha Maier may incur significant unplanned costs to repair or replace tooling. Delays in tooling readiness may disrupt production schedules, affect program launches, or reduce supplier ratings. Additionally, disagreements over tooling ownership, amortization terms, or warranty responsibilities may result in contractual disputes or delays in recovering tooling investments.
Any liabilities arising from tooling ownership structures, warranty provisions, or engineering-change requirements may materially affect Alpha Maier's cost structure, cash flow, and operational performance, and may limit the strategic benefits expected from the acquisition.
Any litigation, compliance violation, or tax dispute involving Alpha Maier may disrupt operations, increase costs, or adversely affect financial performance.
Alpha Maier is subject to a wide range of legal, regulatory, and tax obligations in India, including environmental regulations, labor and industrial safety laws, GST and indirect tax requirements, and compliance rules governing manufacturing, chemical handling, and waste management. The company may become involved in litigation, regulatory investigations, tax assessments, or disputes with government authorities, suppliers, employees, or customers. Even routine inquiries or notices may require significant management time, legal resources, and financial expenditure to address. Compliance violations, whether related to environmental controls, occupational safety, chemical usage, effluent discharge, or labor laws, may result in penalties, warning notices, mandatory corrective actions, or temporary shutdowns of affected operations. Tax disputes, including disagreements over input tax credits, classification of imported materials, transfer-pricing positions, or indirect tax filings, may lead to assessments, interest charges, or prolonged legal proceedings. Litigation or regulatory actions may create uncertainty, distract management, and affect customer confidence, particularly if OEMs perceive the company as carrying elevated compliance or legal risk. In addition, unfavorable outcomes in legal matters may result in fines, damages, or increased compliance obligations. Any such disruptions or liabilities may adversely affect Alpha Maier's production stability, financial results, and the strategic benefits we expect to achieve from the acquisition.
RISKS RELATED TO MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
The risk factors in this subsection describe the Marelli UM investment. The Company will initially hold a 39.51 percent non-controlling interest acquired from UM Automotive Private Limited, while Marelli Europe S.p.A. retains 60.49 percent, and the risks associated with a non-controlling position apply during the period between the tranche one closing and the completion of the Company's binding compulsory second tranche purchase from UM Automotive Private Limited of an additional 11.50 percent, resulting in majority ownership exceeding 50 percent, which the Company is obligated to complete within six months as described under "Status of Proposed Acquisitions" and "Use of Proceeds." Because the joint venture arrangements provide Marelli Europe with board and governance rights that are expected to continue, many of the risks described below, including those relating to the absence of operational control, are expected to remain relevant following completion of the second tranche unless and until the governance arrangements are renegotiated.
Risks Relating to Marelli Global and Group Structure
Marelli UM India may be adversely affected by financial instability or restructuring actions taken by Marelli group entities outside India.
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Marelli UM Electronic Systems Private Limited, although incorporated and operating in India, forms part of the broader Marelli global ecosystem through its majority shareholder, Marelli Europe S.p.A. Any financial distress, restructuring, recapitalization, refinancing effort, insolvency event, or strategic shift affecting any Marelli group entity outside India, including entities engaged in global sourcing, R&D, engineering platforms, IT infrastructure, intellectual-property licensing, or shared-service operations, may indirectly affect the India JV. While the Indian operations may be legally ring-fenced, they remain commercially and operationally interlinked with Marelli's global procurement systems, technology roadmaps, engineering support structures, and group-level governance mechanisms. If any Marelli group company faces liquidity challenges, creditor actions, covenant pressures, contract renegotiations, or operational downsizing, the India JV may experience supply-chain delays, disruptions in access to technical platforms or software tools, changes in R&D alignment, reduced support for new program bids, or weakened customer perception. These risks are heightened because global OEMs often view Tier-1 suppliers on a consolidated basis. As a result, external restructuring at the parent or affiliate level may impact the India JV's order volumes, future nominations, or long-term competitiveness, even if the Indian subsidiary itself remains financially stable.
Changes in Marelli group's ownership, governance, or strategic priorities may negatively impact the India joint venture.
Marelli UM India is majority-owned and strategically influenced by Marelli Europe S.p.A., and any alteration in the ownership structure, board composition, senior leadership, shareholder alignment, or long-term strategic priorities of the Marelli group may materially affect the India joint venture. Global automotive suppliers undergoing restructuring or shareholder transitions often reevaluate country-level footprints, product portfolios, technology platforms, capital commitments, and allocation of engineering resources. A change in ownership, including acquisition by a private equity firm, new strategic investor, creditor-led control shift, or merger with another Tier-1 supplier, may result in redefined global priorities that do not align with the growth plans or operational needs of the Indian subsidiary. Similarly, changes in governance structures or leadership at the parent level may affect the continuity of technical support, R&D integration, purchasing synergies, quality systems, and global OEM relationship management on which the India JV depends. Strategic shifts at the group level, such as divestment of certain business lines, exit from specific product categories, or reallocation of resources to other geographies, may reduce the India JV's access to global platforms, disrupt long-term program planning, delay new product introductions, or impair customer confidence. As a result, even if the India JV remains financially sound, external changes in Marelli's global governance or strategic direction may adversely affect its competitiveness, order book, and financial performance.
Cross-border dependencies within the Marelli group may expose the India JV to risks arising from international legal, financial, or regulatory developments.
Although Marelli UM India is incorporated domestically, its operations are interconnected with Marelli group entities across multiple jurisdictions through shared procurement channels, engineering frameworks, technology platforms, IT infrastructure, quality systems, and intercompany service arrangements. These cross-border dependencies create exposure to foreign legal, regulatory, and financial environments in which the India JV does not have direct operational control. International developments, such as changes in European Union or Japanese automotive regulations, export-control restrictions, data-protection regimes, transfer-pricing rules, trade sanctions, customs policies, cross-border tax audits, or foreign litigation involving any Marelli affiliate, may materially disrupt the India JV's ability to access essential components, software licenses, design data, engineering support, or global validation platforms. In addition, financial pressures, insolvency proceedings, creditor actions, or banking restrictions affecting Marelli entities in other countries may delay intercompany settlements, impact shared services, or impair the continuity of group-level programs. Cross-border regulatory changes may also require costly compliance adjustments or lead to restrictions on technology transfers. As a result, international legal, financial, or regulatory developments affecting Marelli group companies outside India, whether foreseeable or not, may adversely impact the India JV's operations, supply chains, financial stability, and long-term competitiveness.
The India JV may be impacted if Marelli Europe S.p.A. alters its global technical or procurement frameworks following restructuring.
Marelli UM India relies on Marelli Europe S.p.A., its majority shareholder, for alignment with global technical standards, shared engineering platforms, software architectures, product roadmaps, and consolidated procurement channels for critical electronic components. Any restructuring, reorganization, strategic reset, or platform rationalization undertaken by Marelli Europe S.p.A., whether driven by financial considerations, cost-optimization measures, changes in technology direction, supplier renegotiations, or shifts in global sourcing strategy, may disrupt the India JV's established operating model. If Marelli Europe discontinues, consolidates, or reprioritizes specific technologies, engineering tools, R&D programs, or supplier relationships, the India JV may face delays in accessing updated technical documentation, reduced support for new product development, higher component costs, or difficulty meeting OEM timelines. Changes in global procurement frameworks could also alter volume commitments, discount structures, credit terms, and vendor allocations that the India JV currently benefits from. Furthermore, if Marelli Europe reallocates resources to other geographies or business units as part of a restructuring plan, the India JV may experience diminished technical support, slower issue-resolution cycles, or misalignment with global product strategies. Such changes could adversely affect the JV's competitiveness, cost structure, and ability to secure future program nominations from OEM customers.
Marelli Europe holds a right of first refusal over the shares we propose to acquire, and its exercise would automatically terminate our purchase agreement.
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Under the Marelli UM joint venture agreement, Marelli Europe S.p.A. has 30 days from receipt of the required offer letter to elect to acquire the initial tranche shares itself, in which case our agreement to sale terminates automatically; the seller, UM Automotive Private Limited, is responsible for procuring that the right is waived or expires unexercised. Marelli Europe is also the controlling shareholder of Marelli UM, and UM Automotive's ability to deliver the second tranche shares depends on its contractual rights to acquire the shareholding of Marelli Europe. The Company has no contractual relationship with Marelli Europe, and there can be no assurance that Marelli Europe's interests as controlling shareholder and holder of the right of first refusal will align with the interests of the Company and its investors, or that UM Automotive will be able to exercise its rights against Marelli Europe as contemplated. If the right of first refusal is exercised, the Marelli UM acquisition will not proceed, the second tranche will not proceed, and the escrowed proceeds attributable to that acquisition stage will be returned to investors without deduction unless the investor affirmatively consents to an alternative use described in this Offering Circular.
Joint Venture Structure & Governance Risks
The majority ownership of Marelli Europe S.p.A. may limit the influence of minority shareholders over strategic decisions.
Marelli Europe S.p.A. holds a majority equity position in Marelli UM India, and this ownership structure grants it significant control over key strategic, financial, and operational decisions of the joint venture. As a result, minority shareholders, despite their material economic interest, may have limited ability to influence decisions relating to capital allocation, expansion initiatives, technology investments, supplier selection, leadership appointments, dividend policies, related-party transactions, and long-term business planning. Strategic priorities of the majority shareholder may not always align with the interests or risk tolerance of the minority shareholders, particularly in areas involving cross-border restructuring, cost-optimization measures, or group-level strategic repositioning. In addition, majority control may enable Marelli Europe S.p.A. to approve or reject initiatives that could materially affect the JV's competitiveness or financial performance, while minority shareholders may have limited recourse beyond statutory protections. This imbalance in governance influence may become more pronounced during periods of parent-level restructuring or changes in global strategy, potentially resulting in operational decisions or resource allocations that adversely affect the India JV's business, growth opportunities, or financial stability.
Conflicts of interest between JV partners may delay or impair operational, financial, or expansion decisions.
As a jointly controlled enterprise, Marelli UM India is exposed to the inherent risk that its shareholders, Marelli Europe S.p.A. and UM Auto Group, may, at times, hold divergent commercial priorities, strategic objectives, or risk tolerances. Such misalignment may arise in areas including capital expenditure planning, sourcing strategies, expansion into new product lines, allocation of engineering resources, dividend distributions, related-party transactions, and long-term business development initiatives. Differences in the partners' respective financial strength, global business commitments, or restructuring considerations may further complicate consensus-building. Because many key corporate actions require board or shareholder approval, any unresolved disagreements or conflicting incentives between the JV partners may delay or impede timely decision-making, thereby affecting the company's ability to respond quickly to OEM requirements, execute capacity expansions, negotiate supplier contracts, or undertake new program bids. In extreme cases, prolonged disputes between shareholders may result in governance gridlock, reduced operational efficiency, or the inability to proceed with essential investments, any of which could materially harm the India JV's competitiveness and financial performance.
Differences in corporate governance standards between India and Europe may create challenges in oversight and internal control.
Marelli UM India operates within an Indian regulatory and corporate-governance framework, while its majority shareholder, Marelli Europe S.p.A., is organized under European governance standards, reporting structures, and compliance expectations. Variations between these regimes, including differing requirements for board composition, audit practices, internal-control certifications, related-party transaction approvals, financial disclosure norms, whistleblower protections, and regulatory reporting timelines, may create complexities in establishing uniform governance procedures for the joint venture. These differences may also affect how risks are assessed, escalated, and managed across jurisdictions, particularly in areas involving financial controls, cybersecurity, data protection, and supply-chain oversight. The need to reconcile Indian statutory obligations with group-level policies formulated in Europe may result in process gaps, inconsistencies in documentation, delays in decision-making, or inefficiencies in implementing global governance directives. If these governance differences are not harmonized effectively, the India JV may face challenges in maintaining robust internal controls, ensuring timely compliance, or meeting the expectations of global OEM customers that require consistent governance standards across all supplier locations. Such challenges could expose the business to operational risks, regulatory scrutiny, or reputational harm.
Any failure by UM Auto Group to meet capital-contribution obligations may disrupt funding for the JV's operations.
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As a minority shareholder, UM Auto Group is responsible for contributing its proportionate share of capital when required under the joint venture agreement, whether for capacity expansion, technology upgrades, working-capital infusions, or compliance-driven investments. Historical events indicate that UM Auto Group has not always been able to participate in capital issuances, resulting in dilution of its shareholding, and similar limitations may arise in the future. If UM Auto Group is unable or unwilling to meet future capital-contribution requirements, whether due to financial constraints, strategic reprioritization, liquidity issues, or external market conditions, the joint venture may be unable to secure adequate funding to support operational needs or growth plans. Inability to fund required capital expenditures may delay equipment purchases, SMT line upgrades, tooling development, or R&D programs critical for OEM nominations. Funding shortfalls may also shift a disproportionate financial burden to the majority shareholder or require external financing on unfavorable terms. Such capital constraints could impair production continuity, weaken competitiveness, elevate financial risk, and hinder the JV's ability to pursue strategic initiatives or meet customer expectations.
Customer Concentration & OEM Program Risks
A significant portion of Marelli UM India's revenue depends on a limited number of automotive OEM customers.
Marelli UM India generates the majority of its revenue from a relatively small group of automotive OEM customers, many of whom operate on multi-year platform cycles and maintain significant leverage over pricing, technical requirements, and supplier selection. This concentration exposes the company to material revenue volatility in the event any major customer reduces order volumes, delays production schedules, discontinues existing vehicle programs, shifts sourcing to alternative suppliers, or fails to award nominations for next-generation models. Because instrument clusters, body electronics, and related systems are typically awarded through long-term contractual arrangements, the loss of even one large program can result in a substantial decline in revenues and margins that may not be easily offset through new business wins. Customer concentration also increases exposure to customer-specific risks, including financial distress, operational disruptions, regulatory compliance issues, or strategic changes in vehicle platform architecture. Moreover, OEMs frequently impose aggressive cost-reduction targets, supplier-performance metrics, and technical change requests, any of which may further pressure margins. As a result, Marelli UM India's dependence on a limited number of OEM customers heightens the risk that adverse actions or market developments affecting those customers could materially harm its financial performance and operational stability.
Loss, reduction, delay, or non-renewal of major OEM programs could materially affect the India JV's financial performance.
Marelli UM India's business model is closely tied to long-cycle OEM programs that typically span several years and involve significant upfront engineering, tooling, and validation investments. The failure to secure renewal of existing programs, the loss of a major customer platform, reductions in nomination volumes, or delays in the launch of new vehicle models can materially disrupt revenue visibility and impair the ability to recover fixed costs. OEMs may alter sourcing strategies, consolidate suppliers, introduce new technology requirements, or rebalance volumes across their vendor base, any of which may lead to sudden or unanticipated changes in awarded business. Additionally, platform cancellations, regulatory delays, semiconductor shortages, or shifts in OEM product portfolios, from internal combustion to hybrid or electric architectures, may affect the continuity or scale of awarded programs.
Because the India JV operates with high fixed manufacturing, tooling, and engineering costs, even a modest reduction in program volumes can disproportionately impact margins, working capital, and plant utilization. In the absence of timely new business wins to offset lost or delayed programs, the JV's financial performance, profitability, and cash flow may be significantly and adversely affected.
OEMs may reduce volumes or renegotiate pricing due to macroeconomic, competitive, or regulatory factors.
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Marelli UM India's revenue and profitability depend heavily on volumes ordered by automotive OEMs, which may fluctuate significantly in response to macroeconomic conditions, competitive pressures, regulatory changes, or shifts in consumer demand. OEMs routinely adjust build schedules, reduce production volumes, or rebalance sourcing allocations across suppliers during periods of market slowdown, supply-chain disruption, rising input costs, or changes in model-mix strategy. Additionally, OEMs possess significant bargaining power and frequently seek price reductions from suppliers based on cost-down initiatives, competitive benchmarking, or changes in global sourcing policies. Regulatory developments, such as emissions norms, safety requirements, or new electronics compliance standards, may further prompt OEMs to renegotiate pricing or require additional engineering work without proportional commercial compensation. In some cases, OEMs may also pass on cost pressures arising from semiconductor shortages, logistics constraints, or currency volatility to their supplier base. Any reduction in order volumes or enforced pricing adjustments can materially compress margins, disrupt operational planning, and adversely affect the India JV's financial performance, particularly given its high fixed-cost base and reliance on long-term platform nominations.
Any failure to obtain program nominations for next-generation models may affect future growth.
Marelli UM India's long-term growth depends heavily on its ability to secure program nominations for next-generation vehicle platforms, particularly as OEMs transition toward more advanced electronics, digital instrument clusters, connected solutions, and software-defined architectures. OEM nomination cycles are highly competitive and are influenced by numerous factors, including technical capability, cost competitiveness, past performance, global sourcing preferences, supply-chain strength, and alignment with OEM technology roadmaps. If the India JV is unable to meet evolving OEM expectations, such as stricter cybersecurity requirements, advanced display technologies, ADAS integration, or compliance with new homologation standards, it may fail to win new platform awards or to replace expiring programs with equivalent or higher-volume business. Delays in developing new features, insufficient engineering capacity, dependence on global Marelli platforms, or loss of competitive positioning relative to other Tier-1 suppliers may further weaken nomination prospects. Because new platform awards typically determine revenue visibility over multi-year cycles, the inability to secure nominations for next-generation models would materially limit future growth, reduce operating leverage, and adversely impact the JV's long-term financial and strategic outlook.
Increasing OEM requirements for cost reductions may impact profitability and margins.
Automotive OEMs routinely impose annual cost-reduction targets on Tier-1 suppliers, including mandatory price cuts, productivity-linked adjustments, value-analysis/value-engineering expectations, and shared-savings programs. These requirements are often embedded in long-term supply agreements and may be intensified during periods of industry slowdown, volatile input prices, competitive sourcing exercises, or strategic shifts toward lower-cost suppliers. Marelli UM India operates within an industry where OEM bargaining power is substantial, and customers frequently expect suppliers to absorb material-cost fluctuations, semiconductor price increases, logistics inflation, tooling amortization gaps, and engineering-change expenses without commensurate commercial compensation. These downward pricing pressures are particularly challenging for electronics manufacturers with high fixed costs, significant capital investment in SMT/assembly lines, and stringent quality requirements. If Marelli UM India is unable to offset OEM-mandated price reductions through internal cost controls, productivity gains, supply-chain optimization, or economies of scale, its profitability, cash flow, and overall margin profile may be materially reduced. In extreme cases, sustained price reductions may render certain programs economically unviable and constrain the JV's ability to invest in technology upgrades or bid competitively for future awards.
Product, Technology & Engineering Risks
Rapid technological changes in automotive electronics may outpace the India JV's development capabilities.
The automotive electronics industry is undergoing accelerated transformation driven by digital instrument clusters, high-resolution displays, connected cockpit systems, advanced vehicle gateways, cybersecurity requirements, over-the-air update capabilities, ADAS integration, and the broader shift toward software-defined vehicle architectures. These trends require continuous investment in R&D, specialized engineering talent, advanced validation tools, and rapid product-development cycles. If Marelli UM India is unable to keep pace with evolving OEM expectations, whether due to limitations in engineering bandwidth, reliance on older development tools, constraints in accessing global Marelli platforms, delays in adopting next-generation software or hardware architectures, or insufficient investment capacity, its ability to compete for new programs may be impaired. Competitors with stronger digital capabilities, deeper software expertise, or larger R&D infrastructures may secure nominations for emerging high-content electronics platforms, thereby eroding the India JV's market share. Additionally, as OEMs introduce more complex cybersecurity, functional-safety, and data-integration requirements, any lag in meeting these specifications could lead to disqualification from new bids or increased costs to achieve compliance. Failure to adapt to rapid technological change may materially impact the India JV's competitiveness, growth prospects, and long-term financial performance.
Dependence on global Marelli R&D architecture exposes the India JV to risks from changes in platform direction.
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Marelli UM India relies extensively on the global R&D architecture of Marelli, including shared technology roadmaps, software frameworks, platform-level designs, hardware reference architectures, validation methodologies, global test tools, and engineering-change management processes. These dependencies mean that the India JV's product offerings, development timelines, and technology evolution are closely linked to decisions made by global R&D leadership located outside India. Any change in global platform priorities, such as discontinuation of specific architectures, reallocation of development budgets, reprioritization of geographic engineering hubs, consolidation of R&D centers, or shifts toward newer technologies, may limit the India JV's ability to execute customer programs or maintain competitiveness. If global R&D resources are redirected toward other markets or product lines, the India JV may experience delays in receiving updated specifications, reduced support for resolving technical issues, or limited access to next-generation features required for OEM nominations.
Furthermore, inconsistencies between global and local development cycles may create integration challenges, increase program costs, or constrain the JV's ability to independently innovate. As a result, changes in Marelli's global R&D direction may adversely affect the India JV's technological capabilities, customer perception, and long-term growth prospects.
Delays in engineering validation, tooling development, or software integration may jeopardize program timelines.
Marelli UM India's ability to meet OEM delivery schedules depends on timely completion of multiple interdependent engineering activities, including hardware design validation, software integration, tooling development, prototype builds, functional testing, environmental and durability validation, and final homologation. These activities often rely on close coordination with global Marelli engineering teams, specialized suppliers, and OEM technical centers. Any delays in receiving design inputs, validating engineering changes, sourcing customized tools, completing fixture development, or integrating software modules may disrupt program milestones such as DV, PV, PPAP, or SOP. Because OEM production schedules are tightly constrained and typically non-negotiable, even minor slippages in early engineering phases can cascade into significant schedule overruns, emergency tooling modifications, expedited logistics, or last-minute revalidation cycles, all of which may materially increase project costs and expose the JV to commercial penalties. Furthermore, delays in the availability of components such as semiconductors, displays, processors, or PCBs may impede timely validation and prototype readiness.
Failure to meet mandated OEM program timelines may lead to loss of customer confidence, reduction in awarded volumes, cancellation of future nominations, or potential claims arising from breach of supply or development obligations. Such delays could materially affect the India JV's financial performance and long-term competitiveness.
Cybersecurity vulnerabilities in embedded systems, clusters, gateways, or telematics may expose the JV to security and regulatory risks.
Marelli UM India designs and manufactures electronic components that form part of the vehicle's digital architecture, including instrument clusters, body controllers, telematics units, and gateway modules.
These products increasingly operate as connected devices, running complex software stacks and interfacing with in-vehicle networks, cloud platforms, and diagnostic environments. As the electronic content of vehicles expands, so does the exposure to cybersecurity threats such as unauthorized access, malware injection, spoofing, data interception, manipulation of control commands, and exploitation of vulnerabilities in embedded firmware or communication protocols. Any cybersecurity weakness in the JV's products, whether originating from code defects, insecure interfaces, supply-chain vulnerabilities, or integration issues with OEM systems, may expose customers to operational hazards or regulatory non-compliance. Evolving global cybersecurity standards in the automotive industry, including UNECE WP.29, ISO/SAE 21434, and OEM-specific cybersecurity management system (CSMS) requirements, impose stringent validation and lifecycle-security obligations on suppliers. Failure to meet these standards could result in disqualification from nominations, mandatory redesigns, increased testing costs, or contractual penalties. A cybersecurity incident involving the JV's products could also subject it to reputational damage, loss of customer trust, recall obligations, regulatory scrutiny, and potentially significant financial liabilities. As the complexity and connectivity of automotive electronics increase, cybersecurity risk represents a material and growing exposure for the India JV.
Failure to meet evolving OEM cybersecurity and functional-safety requirements may result in lost business.
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Automotive OEMs increasingly require suppliers of electronic control units, instrument clusters, gateways, and connected modules to comply with stringent cybersecurity and functional-safety standards, including ISO/SAE 21434 (Cybersecurity Engineering), ISO 26262 (Functional Safety), UNECE WP.29 regulations, and OEM-specific Security and Safety Management Systems. These standards are continuously evolving as vehicles become more software-defined, more connected, and more reliant on safety-critical electronics. Marelli UM India must continually upgrade its development processes, validation methodologies, documentation practices, and lifecycle-management capabilities to remain compliant. Failure to demonstrate robust cybersecurity threat analysis, vulnerability management, hazard analysis, safety-goal allocation, or compliance with OEM safety cases may disqualify the JV from new program nominations or expose it to additional audit requirements, redesign cycles, and extended validation periods. OEMs frequently impose mandatory cybersecurity and safety compliance as prerequisite conditions for sourcing, and any gap, whether caused by outdated tools, insufficient engineering capacity, delays in receiving global Marelli updates, or inadequate testing infrastructure, may lead to the loss of existing or future business. Non-compliance may also result in increased warranty exposure, field-failure liabilities, or mandatory recall obligations for safety-critical systems. As regulatory expectations intensify, the inability to consistently meet evolving cybersecurity and functional-safety requirements may materially impair Marelli UM India's competitive position, customer relationships, and financial performance.
Inadequate protection of intellectual property or technical know-how may weaken competitive positioning.
Marelli UM India depends on proprietary designs, software algorithms, engineering processes, and specialized manufacturing know-how for developing instrument clusters, body electronics, gateways, and other automotive electronic systems. These intellectual assets are critical to differentiating its products, meeting OEM technical requirements, and maintaining cost and performance competitiveness. However, the JV operates in an environment where risks of IP leakage, unauthorized use, reverse engineering, data exfiltration, and industrial espionage are significant, particularly given the high value of automotive electronic architectures and embedded software. Weaknesses in contractual protections, inadequate enforcement of confidentiality obligations, insufficient cybersecurity safeguards, or gaps in coordination with Marelli's global IP management processes may expose the JV's technical assets to misuse by employees, contractors, suppliers, or competitors. Additionally, reliance on global Marelli platforms means that portions of the JV's technology stack are developed, shared, or stored across multiple jurisdictions, each with varying levels of IP protection and enforceability. If proprietary know-how, design data, or embedded code is copied, misappropriated, or disclosed without authorization, the JV may lose its competitive edge, face erosion of market share, or be forced to incur significant costs to redesign or enhance its products. Inadequate protection of intellectual property could also undermine customer confidence and impair the JV's ability to secure nominations for future automotive programs.
Manufacturing, Quality & Operational Risks
The India JV's reliance on complex SMT, THT, and robotic assembly processes may lead to operational disruptions.
Marelli UM India's manufacturing operations depend heavily on sophisticated, high-precision production technologies, including surface-mount technology (SMT) lines, through-hole technology (THT) insertion systems, robotic soldering stations, automated optical inspection (AOI) equipment, and end-of-line functional-testing platforms. These processes require continuous calibration, strict environmental controls, uninterrupted power quality, and timely preventive maintenance to ensure consistent yields and adherence to OEM quality standards. Any malfunction, downtime, misalignment, software glitch, or calibration failure within these systems can halt production, reduce throughput, or generate quality deviations that may trigger line stoppages, rework, scrap, or delayed shipments. Because many of these systems operate as sequential, interdependent stages, disruptions in a single SMT head, reflow oven, stencil printer, robotic soldering cell, or AOI unit can cascade across the entire production flow.
Furthermore, replacement parts, specialized technical support, or repair expertise for these complex systems often must be sourced from overseas vendors, resulting in extended lead times and increased cost. Equipment-related disruptions can also jeopardize compliance with OEM PPAP timelines, impact contractual delivery obligations, and weaken customer satisfaction. As a result, the India JV's dependence on high-automation manufacturing technologies materially increases operational vulnerability and may adversely affect productivity, yield, profitability, and customer relationships.
Single-plant concentration increases vulnerability to accidents, natural disasters, labor unrest, or regulatory shutdowns.
Marelli UM India operates primarily from a single manufacturing facility, which houses SMT lines, THT processes, robotic assembly systems, validation infrastructure, warehousing, and engineering support functions within one integrated location. This geographic concentration exposes the JV to significant operational risk because any localized disruption, whether caused by fire, equipment failure, flooding, electrical outages, seismic activity, hazardous-material incidents, or other physical accidents, could halt production entirely. The facility is also vulnerable to labor-related disruptions, including strikes, union disputes, absenteeism, or workforce shortages, any of which may impair the ability to meet OEM delivery commitments. Regulatory actions such as factory inspections, environmental compliance notices, safety violations, or municipal restrictions could similarly result in partial or full shutdowns. Unlike multi-plant organizations that can redistribute volumes during emergencies, Marelli UM India has limited redundancy or alternate capacity to absorb such shocks. Extended downtime at the sole plant could lead to missed delivery schedules, financial penalties, loss of customer confidence, reassignment of programs to competing suppliers, and long-term damage to OEM relationships. Consequently, the reliance on a single manufacturing site materially increases the JV's exposure to operational, regulatory, and environmental threats.
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Machine failures, SMT line downtime, or testing-equipment malfunctions may materially impact production volumes.
Marelli UM India's production output depends on continuous operation of highly specialized equipment, including SMT placement machines, stencil printers, reflow ovens, selective and robotic soldering units, automated optical inspection (AOI) systems, ICT and functional-testing benches, and associated support infrastructure such as humidity-controlled storage and ESD-compliant environments. These machines operate at high speeds with tight tolerances, and even minor calibration errors, component misfeeds, thermal-profile deviations, sensor failures, software faults, or mechanical breakdowns can cause immediate stoppages or quality defects. Because SMT and testing processes are sequential, unplanned downtime at any stage often results in bottlenecks, scrap, rework, reduced throughput, and cascading delays across the entire line. In addition, the specialized nature of this equipment means that repairs typically require OEM technicians, imported spares, or diagnostic tools sourced from overseas, which may lead to extended lead times, higher maintenance costs, or prolonged downtime. Power fluctuations, air-quality deviations, or system-integration issues between hardware and manufacturing-execution software can further exacerbate these risks. Persistent machine-related disruptions may jeopardize compliance with customer JIT delivery schedules and PPAP commitments, trigger contractual penalties, or cause OEMs to reevaluate sourcing allocations. As a result, equipment failures and SMT line downtime pose a material operational risk that could significantly impact production volumes, margins, and customer satisfaction.
High fixed operating costs may reduce flexibility to manage demand fluctuations.
Marelli UM India's cost structure includes substantial fixed expenses relating to plant infrastructure, SMT and assembly-line equipment, depreciation, engineering resources, technical staffing, utilities, facility maintenance, and mandatory quality-, safety-, and compliance-related overheads. These costs must be incurred regardless of production volumes and cannot be easily scaled down in response to short-term demand variability from OEM customers. When OEMs reduce call-offs, adjust build schedules, or alter platform volumes, whether due to market slowdown, semiconductor shortages, regulatory changes, or model-mix shifts, the JV may experience sudden declines in capacity utilization while continuing to bear its full fixed-cost burden. As a result, margins may compress sharply during low-volume periods, and the business may be unable to offset losses through corresponding reductions in operating expenses. High fixed costs also limit flexibility to reallocate resources, postpone capital expenditure, or adjust staffing without affecting technical capability or customer commitments. In periods of sustained demand reduction, the JV may face liquidity strain, increased per-unit production costs, or financial losses, and prolonged underutilization may prompt OEMs to reconsider sourcing allocations. Consequently, the high fixed-cost nature of the India JV's operations significantly heightens sensitivity to demand fluctuations and may adversely affect financial performance.
Quality issues or product recalls may result in financial penalties, warranty claims, or reputational damage.
Marelli UM India supplies automotive electronic components that are subject to stringent OEM quality standards, extensive validation protocols, and zero-defect expectations for safety-critical and performance-critical systems. Any deviation in material quality, process stability, solder-joint integrity, PCB assembly, software calibration, or end-of-line testing may lead to field failures, customer complaints, or non-conformance reports. Even isolated defects can trigger broader quality audits, containment actions, and mandatory corrective plans across multiple stages of the manufacturing process. In more severe cases, such as systemic design flaws, firmware defects, or reliability issues, OEMs may require supplier-funded recalls, part replacements, warranty reimbursements, or retrofits, any of which could impose substantial financial costs on the JV. OEMs may also levy penalties for line stoppages, delayed shipments, or repeated quality incidents, and may down-allocate volumes or disqualify the JV from upcoming nominations. Because automotive brand reputation is highly sensitive to electronic-system failures, quality lapses can quickly damage customer trust and impact long-term sourcing decisions. Additionally, regulatory authorities may intervene if defects relate to safety-critical functions, increasing legal exposure, compliance obligations, and reputational harm. As a result, any quality issues or product recalls could materially and adversely affect the India JV's financial performance, brand credibility, and customer relationships.
Supply Chain, Semiconductor & Component Risks
Inadequate supplier quality or incoming-material defects may disrupt production.
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Marelli UM India depends on a diverse network of domestic and international suppliers for semiconductors, PCBs, display modules, housings, connectors, mechanical parts, and other critical electronic components. Because many of these parts are highly specialized and sourced from limited or single-source vendors, the JV is exposed to significant risk if suppliers fail to meet required quality, reliability, or specification standards. Incoming-material defects, such as PCB delamination, solderability issues, component tolerance deviations, ESD damage, firmware incompatibilities, or packaging-related failures, can interrupt production, reduce yields, or trigger extensive rework, scrap, and line stoppages. Supplier quality issues may also create bottlenecks in SMT and assembly processes, delay validation cycles, and jeopardize compliance with OEM delivery schedules. Furthermore, inadequate supplier controls may expose the JV to latent defects that manifest only during vehicle operation, increasing warranty exposure and potential involvement in OEM field actions or recalls.
Because many suppliers operate globally, disruptions arising from geopolitical tensions, natural disasters, financial instability, regulatory actions, or logistics constraints may further impair material availability or consistency. Any deterioration in supplier quality performance may materially affect the JV's operational continuity, cost structure, and customer satisfaction levels.
Dependence on global semiconductor and electronic component supply chains exposes the India JV to shortages and delays.
Marelli UM India relies heavily on global supply chains for semiconductors, microcontrollers, display drivers, memory chips, PCBs, sensors, and other advanced electronic components that are critical to manufacturing instrument clusters, gateways, and body electronic modules. These components are primarily sourced from international vendors across East Asia, Europe, and the United States, many of whom operate at constrained capacities and allocate production based on global demand cycles. The semiconductor industry remains vulnerable to cyclical shortages, geopolitical tensions, export restrictions, natural disasters, foundry-capacity constraints, and shifts in demand from consumer electronics and industrial sectors. Any disruption affecting upstream wafer fabrication, packaging, logistics, or customs clearance may lead to extended lead times, abrupt price increases, or inability to secure essential parts.
Furthermore, several of the components used in automotive electronics are single-sourced or available only from a limited number of qualified suppliers, heightening the risk of allocation cuts or supply interruptions. OEM build schedules typically continue even during supply shortages, increasing pressure on suppliers to meet delivery commitments. Failure to procure critical components in time may cause SMT line stoppages, reduced output, missed delivery deadlines, and financial penalties from OEM customers. As a result, Marelli UM India's dependence on global semiconductor and electronic component supply chains poses a significant operational and financial risk that could materially impact production continuity and profitability.
Import dependence for critical components creates vulnerability to geopolitical, logistics, and currency risks.
Marelli UM India sources a significant portion of its critical electronic components, including semiconductors, display modules, microcontrollers, sensors, PCB assemblies, and specialized connectors, from international suppliers across East Asia, Europe, and the United States. This heavy reliance on imports exposes the JV to multiple external risks that are beyond its control. Geopolitical tensions, trade disputes, tariff changes, export-control restrictions, regional conflicts, and diplomatic instability may disrupt supply routes or restrict access to essential components. Global logistics constraints, such as port congestion, container shortages, customs delays, increases in freight costs, or sudden changes in shipping regulations, can further delay deliveries and increase procurement costs. Additionally, fluctuations in foreign-exchange rates directly impact the landed cost of imported materials, and sharp depreciation of the Indian rupee may significantly inflate input costs and erode margins, particularly when OEM pricing agreements do not allow for timely pass-through of currency variations. Since many imported components are single-sourced, any disruption in the supply chain may halt SMT and assembly operations, delay customer shipments, and impair compliance with OEM delivery schedules. As a result, the India JV's dependence on imported electronic components materially increases its exposure to geopolitical, logistical, and currency-related risks that may adversely affect its operational and financial performance.
Disruptions in Marelli's global procurement network may impact the India JV's sourcing costs and availability of materials.
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Marelli UM India relies on Marelli's global procurement network for sourcing numerous strategic components, including semiconductors, displays, PCB substrates, sensors, housings, and specialized tooling. The JV benefits from group-level purchasing agreements, negotiated supplier contracts, bundled global volumes, and standardized vendor qualification processes that are coordinated through Marelli's international sourcing organization. Any disruption within this global procurement framework, whether due to restructuring initiatives, changes in supplier strategies, regional allocation shifts, renegotiation of global contracts, or consolidation of sourcing hubs, may materially affect the India JV's access to critical materials. If Marelli's global procurement team reprioritizes allocations toward other geographies, modifies approved vendor lists, or restructures its purchasing processes, the India JV may experience delays in obtaining components, reduced bargaining leverage, or increased material costs. Disruptions may also arise from internal IT-system migrations, global quality holds, supplier insolvencies, compliance investigations, or changes in Marelli's global supply-chain risk policies. Because many automotive electronic components cannot be easily dual-sourced or rapidly requalified, even short-term disturbances in global procurement operations can interrupt production schedules, impair cost competitiveness, and jeopardize OEM delivery commitments. As a result, the India JV's dependence on Marelli's global procurement network exposes it to sourcing and cost uncertainties that may adversely affect operational continuity and financial performance.
Sharp fluctuations in raw-material prices may adversely affect margins.
Marelli UM India's cost structure is highly sensitive to fluctuations in the prices of raw materials and electronic components, including semiconductors, PCB laminates, copper, aluminum, resins, display assemblies, and other commodities used in the manufacture of instrument clusters and body-electronic systems. These inputs are subject to global market volatility influenced by supply-demand imbalances, capacity constraints, geopolitical tensions, energy-price inflation, currency movements, and disruptions in upstream manufacturing or logistics. Price spikes in electronic components, especially those with limited or single-source availability, can materially elevate production costs, while long-term OEM supply agreements often restrict the JV's ability to pass through cost increases or renegotiate pricing in a timely manner. Sudden increases in commodity prices may also impose additional working-capital requirements, strain cash flow, and reduce profitability, particularly during periods of high volume or constrained liquidity. Prolonged raw-material inflation may render certain programs economically unattractive, weaken competitiveness in future bids, or require redesigns and cost-engineering efforts that divert engineering resources. As a result, sharp or sustained fluctuations in raw-material and component prices may materially compress margins and adversely affect Marelli UM India's financial performance.
Single-source suppliers for certain components may increase supply-disruption risks.
A number of critical components used by Marelli UM India, such as microcontrollers, display modules, ASICs, sensors, crystal oscillators, specialized connectors, and PCB substrates, are procured from single-source or limited-source suppliers due to stringent OEM qualifications, technical specifications, or global platform standardization within the Marelli group. Because these components cannot be readily substituted without extensive redesign, validation, and OEM reapproval, dependence on single-source vendors significantly elevates the risk of supply disruption. Any interruption at a sole supplier, whether caused by financial distress, capacity constraints, geopolitical developments, quality holds, regulatory enforcement, natural disasters, or prioritization of other customers, may halt the JV's ability to manufacture finished products. Lead times for such components are often long and volatile, and alternate suppliers cannot be onboarded quickly due to automotive-grade PPAP and reliability testing requirements. Even short-term supply shortages can cause SMT line stoppages, missed delivery schedules, increased expedite costs, and strained OEM relationships. Persistent disruptions may also affect future sourcing allocations or nomination prospects. As a result, reliance on single-source suppliers for critical components materially increases operational vulnerability and may negatively impact production continuity, cost structure, and financial performance.
Financial, Liquidity & Working-Capital Risks
The India JV has historically experienced volatility in EBITDA and profitability.
Marelli UM India's financial performance has fluctuated significantly over recent years, reflecting sensitivity to material costs, semiconductor availability, customer volume allocations, engineering-change recoveries, and operational efficiency. Periods of reduced OEM demand, increased input prices, supply-chain constraints, or elevated scrap and rework rates have contributed to EBITDA compression, while improvements in operational leverage during high-volume periods have produced temporary margin recovery. This volatility is further compounded by the JV's high fixed-cost structure, dependence on imported components, exposure to foreign-exchange movements, and the cyclical nature of the automotive electronics industry. Profitability may also be affected by one-time factors such as tooling amortization adjustments, warranty-related provisions, transition costs associated with new programs, and fluctuations in overhead absorption. Historical variability in EBITDA indicates that the JV may be unable to sustain stable margins during periods of market disruption or operational challenges. If this pattern continues, inconsistent financial performance could impair cash flow, reduce the JV's ability to fund capital expenditures or R&D initiatives, and negatively affect valuation, creditworthiness, and future growth prospects.
High trade payables create liquidity and working-capital management risks.
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Marelli UM India maintains a significant level of trade payables to suppliers of semiconductors, PCB assemblies, displays, and other electronic components, reflecting extended credit cycles and tight working-capital conditions across the automotive electronics industry. Elevated payables improve short-term liquidity but also increase exposure to supplier pressure for accelerated payments, credit-limit reductions, or stricter commercial terms, particularly during periods of supply-chain stress or volatile component pricing. If suppliers shorten payment windows, withdraw credit support, or impose advance-payment requirements due to market conditions, perceived counterparty risk, or group-level developments, the JV may face immediate constraints on cash flow and operational liquidity. High payables also amplify the impact of any delays in collections from OEM customers, creating timing mismatches that may hinder the ability to fund ongoing production, procure critical components, or meet statutory obligations. Sustained reliance on large payable balances may lead to strained supplier relationships, jeopardize continuity of supply, or trigger increased pricing to compensate for higher credit risk. Any deterioration in working-capital dynamics could impair the JV's financial flexibility, increase borrowing requirements, and adversely affect profitability and production continuity.
Low equity capitalization may limit the JV's ability to absorb operating shocks.
Marelli UM India operates with a comparatively low equity base relative to the scale of its revenues, asset footprint, and working-capital requirements. This thin capitalization reduces the JV's financial resilience and constrains its ability to absorb operating shocks arising from demand fluctuations, material-cost inflation, semiconductor shortages, equipment downtime, warranty events, or customer-driven price reductions. With limited permanent capital, the JV may be required to rely heavily on trade credit, short-term borrowings, or extended supplier payables to fund day-to-day operations, increasing exposure to liquidity pressures and counterparty risks. Low equity also restricts the ability to make timely investments in SMT line upgrades, automation, R&D, and technology platforms required to remain competitive for next-generation OEM programs. In stress scenarios, such as major customer volume cuts, supply interruptions, or unexpected recall-related costs, the JV may lack sufficient balance-sheet strength to sustain prolonged financial strain, and may need to seek additional capital from shareholders or external lenders, which may not be available on commercially favorable terms. As a result, limited equity capitalization materially heightens the JV's vulnerability to operational disruptions and may adversely affect financial stability, creditworthiness, and long-term growth prospects.
Foreign exchange fluctuations may materially impact costs and profitability.
Marelli UM India imports a substantial portion of its electronic components, including semiconductors, displays, PCB assemblies, sensors, and microcontrollers, all of which are typically priced in foreign currencies such as the U.S. dollar, euro, or Japanese yen. As a result, the JV is highly exposed to volatility in foreign exchange rates, particularly fluctuations in the Indian rupee relative to these currencies. Sharp depreciation of the rupee directly increases the landed cost of imported materials, freight, and duties, and may significantly erode gross margins, especially when OEM supply contracts do not allow for timely or full pass-through of currency-linked cost increases. Conversely, sudden currency appreciation may also affect pricing dynamics with suppliers or disrupt procurement planning. Because many imports are essential, single-sourced, or tied to global Marelli platform architectures, the JV cannot easily shift sourcing to domestic vendors to mitigate currency risk. In addition, foreign-exchange volatility may impact intercompany settlements, royalty payments, tooling imports, technical-service fees, and other cross-border transactions with Marelli group entities. Hedging instruments, where used, may not fully offset market movements or may introduce additional costs. As a result, adverse currency fluctuations may materially affect cost structure, profitability, working-capital requirements, and overall financial performance.
Increased borrowing costs or tightening credit availability may restrict operational funding.
Marelli UM India relies on short-term credit facilities, working-capital loans, and supplier credit to fund procurement of imported components, maintain inventory buffers, and support ongoing production requirements. Any increase in borrowing costs, whether due to rising interest rates, changes in banking-sector liquidity, inflationary pressures, lender risk assessments, or macroeconomic instability, may materially elevate the JV's financing expenses and reduce available cash for operations, capital expenditure, and R&D investments. Additionally, lenders may tighten credit terms, reduce sanctioned limits, require additional collateral, or impose stricter covenants in response to industry-wide risk conditions, the JV's financial performance, or developments affecting Marelli group entities globally. If credit availability becomes constrained, the JV may face difficulty funding routine operations, procuring critical components, or meeting statutory and supplier obligations, especially during periods of high volume or supply-chain volatility. Limited access to financing may also impair the company's ability to respond to unexpected disruptions, including semiconductor shortages, raw-material price spikes, equipment failures, or customer-driven engineering changes. In severe cases, liquidity constraints could disrupt production continuity, weaken OEM confidence, result in delayed shipments or penalties, and materially affect the JV's operational and financial stability.
Delays in OEM payments may create cash-flow strain.
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Marelli UM India extends significant credit to automotive OEM customers as part of standard industry practice, often with long receivable cycles that reflect OEM bargaining power and complex approval workflows. Any delay in customer payments, whether due to internal OEM processes, disputes over engineering changes, temporary production halts, supply-chain disruptions, financial stress at the customer level, or administrative backlogs, may create substantial cash-flow strain for the JV. Because the JV must continue to procure imported components, pay suppliers, maintain inventory levels, and fund payroll and operational expenses irrespective of payment timing, even modest delays can disrupt working-capital management. This risk is amplified by the JV's high trade-payable balances and thin equity capitalization, which limit financial buffers and increase reliance on short-term borrowings or supplier credit. Prolonged delays or disputed invoices may further impair liquidity, trigger increased borrowing requirements, or strain relationships with key suppliers if payments to them must be deferred. In adverse cases, delayed OEM payments may hinder the JV's ability to meet delivery commitments, invest in tooling or R&D, or service existing debt obligations. As a result, delayed or inconsistent customer payment cycles may materially impact cash flow, financial stability, and operational continuity.
Legal, Regulatory & Compliance Risks
Changes in Indian automotive electronics, emissions, safety, and cybersecurity regulations may require significant compliance investments.
Marelli UM India operates in a regulatory environment that is undergoing rapid evolution as India aligns its automotive standards with global benchmarks for electronics safety, emissions compliance, electromagnetic compatibility (EMC), vehicle diagnostics, cybersecurity, and software integrity. New or updated regulations issued by agencies such as AIS, BIS, ARAI, MoRTH, and international bodies adopted into Indian law may impose additional testing, certification, documentation, and process-control requirements on suppliers of electronic control units, instrument clusters, gateways, and connected modules. Compliance with emerging norms, such as mandatory cybersecurity management systems, expanded functional-safety obligations, on-board diagnostics for advanced emission stages, and enhanced EMC and reliability standards, may require substantial investment in R&D, tooling modifications, upgraded validation infrastructure, and enhanced quality-management systems. These regulatory changes may also lengthen development timelines, necessitate revalidation of existing products, or require redesigns to meet new technical specifications mandated by OEMs or authorities. Non-compliance could result in disqualification from future nominations, delays in program launches, increased warranty exposure, or regulatory actions including penalties, recalls, or production stoppages. As regulatory expectations continue to intensify, particularly in the areas of connected-vehicle safety and electronics reliability, the need for ongoing compliance investments may materially impact the JV's cost structure, operational flexibility, and financial performance.
Non-compliance with environmental, labor, or industrial regulations may lead to penalties, shutdowns, or litigation.
Marelli UM India is subject to extensive environmental, labor, occupational safety, and industrial regulations imposed by central, state, and local authorities in India. These include obligations relating to waste management, air emissions, hazardous-material handling, noise levels, fire safety, worker welfare, social-security contributions, factory licensing, and adherence to the Factories Act and related statutory frameworks. The JV's SMT, THT, soldering, coating, and testing operations utilize chemicals, fluxes, solder materials, and electronic waste streams that require strict compliance with environmental norms and periodic inspections by regulatory authorities. Any lapse, whether due to documentation deficiencies, process non-conformance, equipment malfunction, inadequate protective systems, or deviations observed during surprise inspections, may result in regulatory directives, monetary penalties, suspension of operations, or mandated corrective actions. On the labor side, disputes related to wages, working hours, union negotiations, workforce safety, or contractor compliance could expose the JV to legal proceedings, reputational damage, or work stoppages. Non-compliance with industrial and environmental rules may also impact OEM audits and customer sourcing decisions, particularly given the growing emphasis on ESG standards across the automotive supply chain. As a result, any real or perceived non-compliance with statutory requirements may materially disrupt operations, increase costs, and expose the JV to legal, financial, and reputational risks.
Export-control, import-licensing, or customs-clearance issues may delay component availability.
Marelli UM India depends heavily on imported electronic components, including semiconductors, display assemblies, microcontrollers, sensors, PCB laminates, and specialized mechanical parts, that are subject to varying export-control rules, import-licensing requirements, and customs-clearance procedures across multiple jurisdictions. Components sourced from the United States, Europe, Japan, South Korea, Taiwan, and China may fall under strict export-compliance regimes such as U.S. EAR, EU Dual-Use Regulations, or country-specific technology restrictions, any of which may require additional documentation, end-use certifications, or prior government approval before shipment. Changes in geopolitical conditions, sanctions, trade disputes, or heightened scrutiny of automotive electronics may further restrict or delay cross-border component flows. At the Indian border, delays may arise from customs inspections, valuation disputes, tariff reclassifications, changes in import policies, or shortages in customs-handling resources, all of which can materially extend lead times. Because many of the JV's components are time-critical, single-sourced, and integration-dependent, even short delays in customs or export approvals can halt SMT line production, disrupt validation schedules, and jeopardize OEM delivery commitments. Furthermore, additional tariffs, duties, or compliance costs may increase input prices and adversely affect margins. As a result, the JV's dependence on tightly regulated international supply chains exposes it to significant risks related to export-control restrictions, import-licensing hurdles, and customs-clearance delays.
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Data-protection and cybersecurity regulations may increase compliance burdens for connected systems.
Marelli UM India manufactures increasingly sophisticated electronic modules, such as instrument clusters, gateways, and telematics-enabled devices, that process vehicle data, user information, diagnostic logs, and communication signals. As connected-vehicle architectures expand, these products may fall under Indian and international data-protection, privacy, and cybersecurity regulatory frameworks, including the Digital Personal Data Protection Act, CERT-In directives, evolving MoRTH cybersecurity norms, OEM-mandated data-security controls, and global standards that OEMs adopt across their supply base. Compliance with such regulations requires robust data-governance systems, secure software-development practices, incident-response mechanisms, vulnerability-management frameworks, and lifecycle documentation, all of which may impose substantial technical and financial burdens on the JV. Regulatory requirements may also mandate tighter access controls, encryption protocols, third-party audit readiness, data-localization measures, and secure over-the-air update procedures. Any non-compliance, whether due to software vulnerabilities, outdated infrastructure, inadequate monitoring, or misalignment with global Marelli processes, may lead to penalties, restrictions on product deployment, or OEM-imposed corrective actions. As cyber-regulatory expectations continue to escalate industry-wide, the cost, complexity, and frequency of required compliance activities may materially increase, potentially affecting product timelines, engineering resources, and the JV's competitive positioning in connected-vehicle electronics.
Product-liability claims may arise from failures in critical automotive electronics.
Marelli UM India manufactures electronic systems, such as instrument clusters, body control modules, and gateway units, that perform safety-critical and performance-critical functions within vehicles. Any malfunction, software defect, hardware failure, or reliability issue in these components may compromise vehicle safety, impair essential functions, or cause operational anomalies while driving. Because automotive OEMs, regulators, and end-users expect extremely high reliability from electronic systems, even isolated failures can trigger extensive investigations, mandatory field actions, warranty claims, or supplier-funded recalls. The JV may also be exposed to product-liability claims from OEMs, insurers, or end-users if alleged defects in its products contribute to vehicle malfunction, accidents, or regulatory non-compliance. Liability exposure may arise not only from manufacturing defects but also from latent design flaws, cybersecurity vulnerabilities, integration issues with OEM software, or failures introduced during supplier-provided component assembly. Defending such claims can be costly, time-consuming, and damaging to customer relationships, and adverse judgments or settlements may materially affect financial performance. Additionally, any widely publicized product failure may weaken the JV's reputation, reduce OEM trust, and lead to reduced volumes or exclusion from future nominations. As a result, product-liability risk represents a material exposure for the JV, given the critical nature of automotive electronics and the stringent standards imposed by OEM customers and regulatory authorities.
Human Capital & Labor Risks
Dependence on highly skilled engineering and technical personnel exposes the JV to attrition risks.
Marelli UM India relies heavily on a specialized workforce of hardware engineers, software developers, validation experts, SMT and process engineers, quality professionals, and program managers to design, industrialize, and support advanced automotive electronic systems. The demand for such skilled talent in India's automotive, semiconductor, and electronics sectors has been rising sharply, driven by rapid industry digitalization, increased competition from global engineering centers, and aggressive hiring by multinational technology companies. As a result, the JV faces continual risk of attrition, wage inflation, and resource constraints, particularly for niche competencies such as embedded software development, cybersecurity engineering, functional-safety certification, CAD/CAE design, and advanced test automation. High turnover rates may disrupt program execution, slow development cycles, erode institutional knowledge, and increase onboarding and training costs. Additionally, departures of key personnel, especially those involved in OEM customer interfaces, platform engineering, or global Marelli coordination, may weaken customer confidence or impair the JV's ability to meet program milestones. If the JV is unable to attract, retain, and motivate qualified technical staff, or if competitors successfully poach critical resources, the company may face reduced operational capability, increased delivery risks, and compromised competitiveness in securing next-generation program nominations.
Consequently, dependence on a highly skilled workforce exposes the JV to significant attrition and capability risks that may adversely affect operational and financial performance.
Labor shortages, union actions, or worker unrest may disrupt operations.
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Marelli UM India's manufacturing activities depend on a stable and adequately staffed workforce across skilled operators, technicians, supervisors, and contract labor engaged in SMT, THT, robotic assembly, testing, maintenance, logistics, and warehouse functions. Any shortage of skilled labor, whether due to industry-wide demand, regional competition for technical workers, increased attrition, or demographic shifts, may impair the JV's ability to maintain production throughput, quality levels, or shift coverage. In addition, a portion of the workforce may be unionized or supported by organized labor groups, which introduces potential exposure to collective-bargaining disputes, wage negotiations, demands for improved working conditions, or safety-related grievances. Unresolved labor issues may escalate into strikes, sit-ins, slowdowns, or absenteeism, any of which can halt production, disrupt supply schedules, and lead to missed OEM deliveries. Worker unrest may also arise from perceived inequities in compensation, changes in shift patterns, increased production pressures, or enforcement of compliance mandates.
Furthermore, statutory changes in labor laws, contractor-management regulations, or social-security contributions may amplify tensions or increase costs. Because the JV operates from a single manufacturing location without redundant production capacity, even short-term labor disruptions can materially impact output, trigger financial penalties, strain customer relationships, and damage long-term sourcing prospects.
Inadequate succession planning may impact leadership continuity.
Marelli UM India's operational effectiveness and strategic stability rely on a relatively small group of senior leaders and mid-level managers overseeing engineering, manufacturing, procurement, finance, quality, and program management functions. Many of these roles require deep technical expertise, long-standing customer relationships, and familiarity with Marelli's global processes and platform architectures. If the JV does not maintain a robust succession plan or fails to develop a strong internal leadership pipeline, the sudden departure, unavailability, or retirement of key individuals may result in gaps in decision-making, weakened oversight, and delays in executing critical projects. Leadership transitions may disrupt customer interactions, slow program approvals, impair supplier negotiations, or diminish alignment with Marelli's global technical teams. The risk is amplified by the competitive market for experienced automotive electronics managers in India, making timely external hiring difficult.
Additionally, leadership discontinuity may impact compliance, governance, financial controls, or the execution of long-term strategic initiatives. If suitable successors are not identified and trained in advance, the JV may face operational instability, reduced organizational effectiveness, and weakened customer confidence, any of which may materially affect business performance.
IT, Systems & Infrastructure Risks
Failures or breaches in ERP, MES, or production-control systems may disrupt operations.
Marelli UM India relies on integrated digital systems, such as enterprise resource planning (ERP), manufacturing execution systems (MES), production-control software, traceability databases, and quality-management platforms, to coordinate procurement, inventory management, SMT line sequencing, operator workflows, testing protocols, and customer delivery schedules. Any malfunction, outage, data corruption, cyber-intrusion, or breach in these systems can immediately disrupt production planning, halt SMT and THT operations, impair material traceability, or compromise quality and compliance documentation. System failures may arise from software bugs, hardware breakdowns, network instability, inadequate redundancy, or errors introduced during upgrades, migrations, or integration with Marelli's global IT infrastructure. Cybersecurity breaches affecting production-control systems may also expose sensitive data, alter machine parameters, or interfere with automated processes, potentially creating both operational and safety risks. Extended downtime of ERP or MES may delay customer shipments, distort forecasting accuracy, impede supplier communication, and generate financial penalties for missed delivery commitments. Furthermore, recovery from IT outages, especially those involving data loss or cybersecurity events, may require significant time, specialized resources, and unplanned expenditures.
Because the JV's manufacturing operations are tightly synchronized with digital systems, failures or breaches in ERP, MES, or production-control platforms could materially disrupt operations, increase costs, and adversely affect financial performance.
Inadequate data-backup, redundancy, or disaster-recovery systems may increase downtime risk.
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Marelli UM India's operations depend on uninterrupted access to critical digital infrastructure, including ERP systems, MES platforms, traceability databases, engineering-design servers, test-data repositories, and production-control software. If the JV's data-backup protocols, redundancy architecture, or disaster-recovery systems are insufficient, outdated, or inconsistently implemented, the business may face significant operational disruptions in the event of system failure, cyberattacks, hardware crashes, power interruptions, or data-corruption incidents. Inadequate backup frequency, incomplete replication of real-time production data, lack of off-site storage, or limited rollback capabilities may result in loss of critical manufacturing records, BOM data, calibration parameters, or quality documentation. Such losses can impair regulatory compliance, stall ongoing production, delay customer shipments, or require extensive revalidation efforts. Additionally, insufficient redundancy, such as single-point-of-failure servers, limited network failover capacity, or absence of parallel MES/ERP environments, may prolong recovery times and amplify downtime duration. Disaster-recovery gaps may be further exacerbated if the JV relies on global Marelli IT infrastructure, which may have different prioritization or restoration timelines. Extended downtime resulting from inadequate backup or recovery systems may materially affect productivity, increase operational costs, disrupt OEM delivery schedules, compromise data integrity, and damage customer confidence.
Dependence on parent-level or shared global IT systems may expose the India JV to foreign cyber-risk events.
Marelli UM India relies on multiple IT systems, platforms, and services that are hosted, administered, or coordinated at the global level by Marelli group entities located outside India. These shared digital infrastructures may include enterprise resource planning (ERP), engineering-design systems, cloud-hosted repositories, cybersecurity monitoring tools, email and communication networks, supplier portals, data-integration layers, and global user-access controls. Because these systems operate on a centralized or interconnected architecture, cybersecurity incidents occurring at any Marelli location worldwide, including ransomware attacks, malware propagation, credential theft, phishing campaigns, denial-of-service events, or vulnerabilities in third-party software, may have cascading effects on the India JV's operational systems, data integrity, and business continuity. The India JV has limited control over penetration-testing schedules, patch-management timelines, access-privilege policies, or incident-response protocols implemented globally by Marelli, which may result in misalignment with local risk requirements or regulatory expectations. Furthermore, disruptions or security breaches at foreign data centers, global network nodes, or cloud-service providers may impair the JV's access to essential engineering data, production schedules, or traceability systems. Any cross-border cyber event affecting global Marelli infrastructure could lead to operational downtime, delayed customer deliveries, compromised proprietary information, regulatory non-compliance, or reputational harm. As a result, dependence on parent-level and shared global IT platforms exposes the India JV to cyber-risks originating outside its jurisdiction and direct control.
Risks Arising From the Acquisition
Integration of Marelli UM India into the acquirer's group may require significant restructuring and transition efforts.
The proposed acquisition of Marelli UM India will require substantial integration efforts across operational, financial, technological, and governance domains. Because the JV currently operates under Marelli Europe S.p.A.'s global platforms, processes, IT systems, engineering methodologies, procurement channels, and reporting structures, transitioning the business into the acquirer's organization may involve complex restructuring activities that require significant time, resources, and coordination. The integration process may necessitate reconfiguration of supply-chain relationships, renegotiation of vendor contracts, migration of ERP and MES systems, revalidation of quality protocols, harmonization of accounting and internal-control frameworks, realignment of engineering programs, and adoption of new compliance and reporting standards. Operational disruptions may arise if key personnel leave during the transition, if customers seek assurance on continuity of supply, or if OEMs require requalification of production or validation processes under new ownership. Furthermore, the integration may involve legal and administrative complexities related to intercompany agreements, shared intellectual property, global R&D dependencies, and ongoing technical support from Marelli group entities. Failure to execute the integration smoothly may result in inefficiencies, increased costs, duplicate structures, misaligned decision-making, delays in customer programs, or loss of competitive advantage. As a result, the acquisition and integration of Marelli UM India into the acquirer's group may require extensive restructuring and carry material operational and financial risks.
The acquisition may expose the acquirer to undisclosed liabilities, operational risks, or pre-acquisition compliance issues.
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Despite conducting due diligence, the acquirer may not identify all material liabilities, operational weaknesses, contractual obligations, or compliance-related exposures associated with Marelli UM India prior to the completion of the transaction. Automotive electronics businesses involve complex long-term agreements with OEMs, suppliers, service providers, and regulators, and certain obligations may not be fully disclosed, documented, or ascertainable through standard diligence procedures. Potential undisclosed liabilities may include warranty or recall exposures, latent product defects, unrecorded tooling obligations, environmental compliance deficiencies, labor-related claims, tax disputes, transfer-pricing exposures, cybersecurity vulnerabilities, or historical non-compliance with industry standards such as ISO 26262, ISO/SAE 21434, AIS/BIS requirements, and statutory labor regulations. Additionally, operational risks, such as frailty in supplier relationships, inherited quality issues, underfunded maintenance programs, or dependence on informal processes, may only emerge after integration. The JV's financial statements may also not fully reflect future obligations, contingent liabilities, or long-tail warranty risks, particularly for electronic components with extended field lifecycles. If any such undiscovered issues or liabilities materialize post-acquisition, the acquirer may incur substantial remedial costs, face penalties or customer claims, experience operational disruptions, or suffer reputational harm. These risks may adversely affect the anticipated benefits of the acquisition and materially impact the acquirer's financial performance and strategic plans.
Valuation of the India JV may be adversely affected by financial volatility or changes in OEM demand.
The valuation of Marelli UM India is highly sensitive to fluctuations in its financial performance, customer program volumes, and long-term demand forecasts from automotive OEMs. Because a substantial portion of the JV's revenues is derived from a limited set of long-cycle vehicle programs, any reduction in awarded volumes, delays in new-model launches, platform cancellations, or shifts in OEM sourcing strategies may materially impact revenue visibility and projected cash flows. These changes, in turn, directly influence valuation outcomes, particularly under income-based and cash-flow-driven methodologies. Historical volatility in EBITDA, driven by semiconductor shortages, raw-material inflation, foreign-exchange movements, and operational inefficiencies, further increases uncertainty in estimating future performance. Additionally, heightened price-down pressures from OEMs, increased competition for cluster and body-electronics programs, or technological shifts toward software-defined architectures may compress margins and reduce the JV's long-term earnings potential. External factors, such as changes in industry growth rates, macroeconomic conditions, regulatory requirements, and cost of capital, may also affect the valuation multiples applicable to automotive electronics suppliers. If actual financial performance or demand conditions diverge from underlying assumptions used during the valuation process, the fair value of the India JV may be significantly lower than anticipated, which could adversely affect the economics of the acquisition, impair future financial statements, or diminish the strategic rationale for the transaction.
Post-acquisition changes in management, governance, or reporting may disrupt customer or supplier relationships.
Following the acquisition, Marelli UM India may undergo changes in senior leadership, board composition, governance protocols, reporting structures, and operational priorities as it integrates into the acquirer's group. These changes may create uncertainty among OEM customers, suppliers, and other stakeholders who rely on established points of contact, long-standing working relationships, and continuity of process oversight. Automotive OEMs closely evaluate the stability, responsiveness, and governance quality of their Tier-1 suppliers, and any perceived instability, such as management turnover, altered escalation paths, or shifts in process ownership, may prompt requests for additional audits, reassessment of sourcing decisions, or revalidation of key production steps. Suppliers may also become cautious in extending credit or supporting high-volume requirements during transitional periods if they perceive increased operational or financial risk. Internal changes to reporting hierarchies, quality systems, or customer-interface teams may temporarily slow decision-making, impair communication, or disrupt execution of engineering and production commitments. If not managed carefully, post-acquisition transitions may lead to delays in program milestones, deterioration in key relationships, or loss of customer confidence, any of which may adversely affect volumes, nominations, or long-term competitiveness.
Risks Relating to Operational Continuity
Any delays in procuring new equipment or maintaining existing machinery may impair production efficiency.
Marelli UM India's manufacturing operations depend on timely procurement, installation, and commissioning of specialized machinery, such as SMT placement machines, reflow ovens, stencil printers, THT insertion systems, AOI equipment, robotic soldering units, and end-of-line testing benches. These assets require significant lead times, complex import procedures, technical integration with existing production lines, and periodic upgrades to meet evolving OEM requirements. Delays in procuring new equipment, whether due to supplier backlogs, export restrictions, customs clearance issues, foreign-exchange volatility, or delays in capital approvals, may slow capacity expansions, hinder automation initiatives, and compromise readiness for upcoming OEM programs. Similarly, inadequate preventive maintenance, prolonged downtime awaiting imported spare parts, shortages of qualified maintenance technicians, or scheduling conflicts with global Marelli service teams may cause deterioration in equipment performance, reduced yields, increased scrap, and lower throughput. Since many production processes are sequential and highly synchronized, even minor equipment delays or maintenance gaps can disrupt the entire manufacturing flow, jeopardize PPAP timelines, and trigger penalties for missed delivery commitments. In a competitive industry where OEMs demand high process capability and zero-defect performance, inability to maintain or upgrade machinery on time may materially impair operational efficiency, cost competitiveness, and customer satisfaction.
Utility interruptions, including power, water, or internet outages, may disrupt manufacturing.
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Marelli UM India's production operations depend on uninterrupted access to essential utilities such as power, water, compressed air, and high-speed internet connectivity, all of which are critical for the continuous operation of SMT lines, THT systems, robotic assembly cells, test equipment, environmental controls, and digital production-management systems. Power interruptions, even short-duration voltage fluctuations, brownouts, or grid instability, can cause SMT line stoppages, thermal-profile deviations, solder-joint defects, equipment resets, data loss, and damage to sensitive electronic and robotic machinery. Water shortages or interruptions may impair cooling systems, cleaning processes, or facility-level environmental controls. Dependence on stable internet and network infrastructure also exposes the JV to operational risk, as ERP, MES, traceability systems, engineering-data repositories, and supplier/OEM communication portals require constant connectivity; any network or internet outage may halt scheduling, material tracking, and production-control functions. Additionally, telecommunications disruptions may delay coordination with global Marelli teams for engineering approvals, issue resolution, or system support. Because most utility-related incidents occur without warning and redundancy systems may not fully offset prolonged interruptions, such disruptions can cause significant downtime, missed customer deliveries, rework, increased scrap, and higher operating costs. Persistent or severe utility instability may also trigger customer audits or impact future sourcing decisions. As a result, reliance on continuous utility availability presents a material operational risk to manufacturing continuity and financial performance.
Dependence on third-party logistics providers may expose the JV to transportation delays or cost escalation.
Marelli UM India relies on third-party logistics providers for the inbound transportation of imported electronic components, domestic movement of materials, warehousing services, and outbound shipment of finished goods to automotive OEMs. These logistics partners play a critical role in ensuring timely delivery of semiconductors, PCB assemblies, display modules, connectors, housings, and other time-sensitive components required for uninterrupted SMT and assembly-line operations. Any disruption in third-party logistics services, whether caused by labor strikes, vehicle shortages, port congestion, customs delays, regulatory inspections, road-transport restrictions, fuel-price volatility, carrier insolvency, or adverse weather conditions, may delay the arrival of essential materials or impede on-time delivery to OEM customers. Because many components are imported and integrated into just-in-time production schedules, even short transportation delays may lead to line stoppages, reduced throughput, missed PPAP milestones, or penalty exposure under OEM delivery agreements. Logistics partners may also increase freight rates due to rising fuel costs, capacity constraints, or global supply-chain volatility, which can materially elevate the JV's cost structure, especially for air-freight shipments required in urgent situations. Furthermore, dependence on external carriers limits the JV's control over handling quality, packaging integrity, and transit-related risks such as damage, loss, or pilferage. Any deterioration in logistics performance may weaken customer confidence, disrupt production continuity, and adversely affect financial results.
Macroeconomic, Geopolitical & Industry Risks
Automotive industry downturns may reduce customer demand and production volumes.
Marelli UM India's business is closely tied to the performance of the automotive industry, which is inherently cyclical and sensitive to macroeconomic conditions, interest-rate movements, fuel prices, consumer sentiment, inflation, credit availability, regulatory changes, and geopolitical developments.
During industry downturns or periods of weak vehicle demand, OEMs typically scale back production schedules, postpone new model launches, reduce inventory levels, and aggressively rebalance sourcing across their supplier base. Such actions directly affect the JV's order volumes, throughput, and revenue visibility, given its reliance on long-cycle platform programs from a concentrated set of OEM customers. Additionally, downturns often trigger intensified cost-reduction pressures, with OEMs demanding price cuts or value-engineering concessions that may further compress margins. Reduced vehicle production may also impair the JV's ability to absorb fixed manufacturing costs, maintain optimal SMT and assembly-line utilization, or fund ongoing R&D and tooling investments. Prolonged industry slowdowns may delay recovery of engineering expenses, disrupt working-capital cycles, and weaken the JV's competitive positioning for future program nominations. As a result, adverse automotive industry conditions may materially reduce customer demand, shrink production volumes, and negatively impact Marelli UM India's financial performance and operating stability.
Geopolitical tensions affecting semiconductor supply chains may constrain output.
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Marelli UM India depends on a global semiconductor ecosystem that is highly sensitive to geopolitical developments, including trade disputes, export-control restrictions, sanctions, territorial conflicts, and diplomatic strains involving semiconductor-producing nations such as the United States, China, Taiwan, Japan, and South Korea. Semiconductors used in automotive electronics, such as microcontrollers, power-management ICs, display drivers, and memory modules, are typically manufactured in highly concentrated geographic regions, many of which are exposed to escalating geopolitical uncertainty. Any deterioration in U.S.-China trade relations, restrictions on chipmaking equipment exports to Asia, tensions in the Taiwan Strait, shifts in Indo-Pacific strategic policy, or sanctions imposed on specific chipmakers may disrupt manufacturing capacity, limit cross-border shipments, or restrict access to advanced components. These risks may be further exacerbated by government intervention, strategic stockpiling, prioritization of defense or consumer-electronics demand, or reallocation of foundry capacity by major global fabs. Even indirect geopolitical events, such as maritime disruptions, port closures, or diplomatic conflicts impacting air-cargo routes, may significantly extend lead times or trigger sudden price increases. Because many automotive semiconductors are single-sourced, require automotive-grade qualification, and cannot be easily substituted, any geopolitical disruption in global chip supply may halt SMT operations, delay OEM deliveries, and materially constrain production output. Prolonged geopolitical instability may also affect the JV's ability to secure long-term supply contracts, thereby increasing operational uncertainty and financial risk.
Inflationary pressures may increase input costs and erode margins.
Marelli UM India operates in a cost-sensitive industry where profitability is significantly influenced by the price of electronic components, raw materials, freight, utilities, and labor, each of which is subject to inflationary pressures. Periods of high inflation in India or globally may increase the cost of semiconductors, PCB substrates, display modules, mechanical housings, soldering materials, packaging, chemicals, and other inputs essential to SMT and assembly operations. Rising transportation, fuel, and logistics expenses may further elevate the landed cost of imported materials. Domestic inflation may also increase wages for skilled technicians, engineers, and contract labor, reflecting heightened competition for talent in the automotive and electronics sectors. Because OEM pricing agreements often lock in commercial terms for extended periods and impose aggressive cost-down requirements, the JV may be unable to pass increased costs through to customers in a timely or adequate manner. Sustained inflation may also raise borrowing costs, utility charges, facility-maintenance expenses, and the cost of spare parts, thereby compounding margin pressure. In extreme inflationary environments, working-capital requirements may rise sharply due to higher inventory valuations and elongated cash-conversion cycles. If inflation continues to accelerate without commensurate adjustments in OEM pricing or internal cost efficiencies, Marelli UM India's margins, liquidity, and overall financial performance may be materially and adversely affected.
Unfavorable changes in trade policies, duties, or taxes may impact cost structures.
Marelli UM India depends heavily on imported electronic components, including semiconductors, PCB assemblies, display units, sensors, microcontrollers, and specialized mechanical parts, that are subject to evolving trade policies, tariff regimes, and taxation frameworks. Any change in India's import-duty structure, customs valuation rules, GST rates, surcharge levels, or exemption schemes may materially increase the landed cost of these essential materials. Additionally, shifts in global trade policies, such as imposition of retaliatory tariffs, anti-dumping duties, export controls, new Free Trade Agreements, or changes in Most-Favored-Nation status, may disrupt existing commercial terms or restrict access to certain components sourced from key countries. Regulatory changes affecting Special Economic Zones (SEZs), export-promotion schemes, bonded-warehouse rules, or duty-drawback mechanisms may further alter cost dynamics or diminish fiscal incentives currently available to the JV. Changes in cross-border tax regulations, transfer-pricing norms, or intercompany invoicing requirements may also increase compliance burdens and financial risk. Because the JV operates on thin margins and relies on long-term OEM contracts that may not permit immediate price adjustments, even moderate increases in duties or taxes can materially erode profitability. Unfavorable shifts in trade or tax policy may also lengthen procurement lead times, require supply-chain restructuring, or necessitate renegotiation of commercial terms with suppliers. As a result, adverse regulatory changes in trade, duty, or tax environments may significantly impact the JV's cost structure, competitiveness, and financial performance.
Risks Related to Intercompany Transactions
Intercompany pricing, technical-fee arrangements, or royalty structures may be scrutinized by tax authorities.
Marelli UM India engages in various cross-border transactions with Marelli group entities, including the purchase of specialized components, payment of technical-service fees, use of shared engineering platforms, access to proprietary software and design tools, and royalty charges associated with global IP ownership. These intercompany arrangements must comply with Indian transfer-pricing regulations, OECD guidelines, and documentation requirements prescribed under the Income Tax Act. Because such transactions involve intangible assets, high-value electronics, and complex cost-sharing models, they are inherently subject to increased scrutiny by tax authorities. Any challenge by Indian tax authorities regarding the arm's-length nature of technical fees, royalties, allocation of global costs, or transfer-pricing benchmarks may result in tax adjustments, penalties, interest liabilities, prolonged audits, or litigation.
Additionally, evolving global tax rules, including BEPS norms, Pillar Two minimum-tax frameworks, and cross-border data/technical-services regulations, may increase compliance burdens and require modification of existing intercompany agreements. Disputes over transfer pricing may also disrupt cash flows, necessitate changes in pricing structures, or require renegotiation of commercial terms with Marelli group entities. If authorities determine that intercompany pricing does not adequately reflect arm's-length principles, the JV may face significant financial exposure and reputational risk. Such outcomes could materially impact profitability, compliance costs, and the stability of cross-border operating arrangements.
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Any delay or change in intercompany settlements may affect cash flow.
Marelli UM India engages in multiple cross-border and domestic intercompany transactions with Marelli group entities, including procurement of components, reimbursement of engineering services, settlement of technical fees, royalty payments, shared service charges, and recovery of tooling or validation costs. These transactions require timely invoicing, reconciliation, and settlement in accordance with intercompany agreements and applicable tax regulations. Any delay, modification, or disruption in intercompany settlements, whether caused by operational issues, foreign-exchange constraints, group-level restructuring, liquidity challenges at any Marelli affiliate, internal approval delays, or changes in transfer-pricing policies, may materially affect the JV's cash-flow position. Because the JV operates with thin capitalization and significant working-capital requirements, delays in receiving reimbursements or intercompany receivables may constrain its ability to fund day-to-day operations, procure critical imported components, or meet supplier and statutory obligations. Conversely, delays in settling intercompany payables may lead to disputes, interest charges, regulatory scrutiny, or strained relationships with Marelli group entities. Changes in intercompany commercial terms, such as revised payment cycles, altered pricing, or realignment of cost-sharing structures, may further impact liquidity forecasts and financial stability. Prolonged or repeated disruptions in the intercompany-settlement process may materially impair cash-flow management, increase reliance on external borrowings, and adversely affect the JV's operational continuity and financial performance.
Dependence on Marelli global entities for licenses or shared services may create continuity risks.
Marelli UM India relies on various Marelli group entities for access to critical licenses, proprietary software, engineering tools, validation frameworks, cybersecurity infrastructure, IT services, and shared technical resources that support its development and manufacturing operations. These shared-service arrangements often include intellectual-property licenses, platform-level design updates, specialized test scripts, calibration files, quality-management systems, global procurement tools, and enterprise-wide IT platforms. Any disruption, modification, or termination of these shared services, whether due to group-level restructuring, cost-reduction initiatives, reallocation of resources, changes in strategic priorities, or divergence in commercial interests, may impair the JV's ability to maintain compliance with OEM requirements, execute engineering programs, or operate its production systems efficiently. Because the JV may not possess standalone rights or capabilities to replicate certain global platforms or proprietary resources, it may be forced to undertake costly migrations, renegotiate new licensing arrangements, or develop alternative systems under compressed timelines. Dependencies on global entities also expose the JV to foreign operational risks, including IT outages, cybersecurity incidents, or resource shortages occurring outside India. Any disruption in these shared-service relationships may materially affect operational continuity, delay program milestones, increase compliance burdens, or weaken the JV's competitive positioning in future OEM nominations.
HOW WE PLAN TO USE PROCEEDS FROM THE SALE OF OUR SHARES
The following table sets forth our intended use of the net proceeds of this offering, assuming the sale of 25 percent, 50 percent, 75 percent, and 100 percent of the shares offered. Because this is a best efforts offering with no minimum, we may raise substantially less than the maximum, and the actual application of proceeds will depend on the amount raised. All figures are presented on a net proceeds basis.
Offering Expenses. The expenses of this offering, including legal, accounting, filing, and related costs, are estimated at approximately $350,000 and are being borne personally by Mr. Choudhary without charge to, or reimbursement from, the Company. Accordingly, no offering expenses are payable by the Company, and net proceeds to the Company equal gross proceeds at each subscription level presented in this section.
Application of Proceeds Through the Indian Subsidiary. Proceeds released from escrow to the Company will be contributed by the Company to Tejascore Techsystem Private Limited, its wholly owned Indian subsidiary, as equity share capital or other instruments permitted under Indian law, and the Indian subsidiary will acquire the shares of the target companies and pay the related consideration. These contributions and acquisitions will be made in compliance with Indian foreign direct investment policy and the Foreign Exchange Management Act, 1999, including applicable pricing guidelines and reporting requirements such as Form FC-GPR and Form FC-TRS filings. Investors should note that the movement of funds from the United States to India and the completion of the share transfers are subject to these regulatory mechanics, which are described further under the regulatory risk factors in this Offering Circular.
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No underwriting commissions are payable in this offering. Estimated offering expenses of approximately $350,000 are borne personally by Mr. Choudhary without charge to, or reimbursement from, the Company, so that net proceeds equal gross proceeds at each subscription level. Transaction expenses and post-closing adjustments for the Alpha Maier and Marelli UM acquisitions are expected to be funded from the working capital and general corporate purposes allocation. The second tranche consideration of $2,960,000 is the agreed consideration for the additional 11.50 percent tranche under the second tranche purchase instrument with UM Automotive Private Limited. Proceeds allocated to the acquisitions will be applied through the capitalization of Tejascore Techsystem Private Limited (India), as described above.
Application of Proceeds at Different Subscription Levels
If approximately 25 percent of the maximum offering is raised (gross proceeds of $12,500,000), the Company expects to complete the Alpha Maier acquisition for approximately $8,210,000 and to apply the remaining approximately $4,290,000 to working capital and general corporate purposes. Amounts escrowed toward the Marelli UM stage, if any, would be held and, if the Marelli UM funding threshold is not met by the end of the offering period, returned to investors without deduction unless the investor affirmatively consents to an Alternative Corporate Purpose.
If approximately 50 percent of the maximum offering is raised (gross proceeds of $25,000,000), the Company expects to complete the Alpha Maier acquisition for approximately $8,210,000 and to apply approximately $16,790,000 toward the Marelli UM initial tranche requirement of $16,830,000, which is reached at aggregate gross proceeds of approximately $25,040,000 (approximately 50.1 percent of the maximum), at which point the Company expects to complete the Marelli UM initial tranche. The compulsory second tranche of $2,960,000 would then be funded from continuing offering proceeds, with the second tranche requirement reached at aggregate gross proceeds of approximately $28,000,000 (approximately 56.0 percent of the maximum). If the applicable Marelli UM funding requirement is not met by the end of the offering period, escrowed amounts attributable to the unfunded tranche will be returned to investors without deduction unless the investor affirmatively consents to an Alternative Corporate Purpose.
If approximately 75 percent of the maximum offering is raised (gross proceeds of $37,500,000), the Company expects to complete the Alpha Maier acquisition for approximately $8,210,000 and both Marelli UM tranches for $19,790,000 in the aggregate, comprising the initial tranche of $16,830,000 and the compulsory second tranche of $2,960,000, both of which are fully funded at aggregate gross proceeds of approximately $28,000,000 (approximately 56.0 percent of the maximum). The Company expects to apply the remaining approximately $9,500,000 to capital expenditures at the acquired businesses of approximately $8,645,000 and to working capital and general corporate purposes of approximately $855,000.
If the maximum offering is raised (gross proceeds of $50,000,000), the Company expects to complete the Alpha Maier acquisition for approximately $8,210,000 and both Marelli UM tranches for $19,790,000 in the aggregate, and to apply the remaining approximately $22,000,000 as follows: approximately $20,020,000 to capital expenditures at the acquired businesses, including manufacturing capacity, tooling, testing, and engineering infrastructure, and approximately $1,980,000 to working capital, integration, public company and reporting costs, and general corporate purposes. Estimated offering expenses of approximately $350,000 are borne personally by Mr. Choudhary, so no proceeds are applied to offering expenses at any subscription level. The aggregate Marelli UM funding requirement of $19,790,000 is fully reached at approximately $28,000,000 of aggregate gross proceeds (approximately 56.0 percent of the maximum).
| Application of Net Proceeds | 25% | 50% | 75% | 100% |
| Gross and net proceeds | $12,500,000 | $25,000,000 | $37,500,000 | $50,000,000 |
| Alpha Maier acquisition (51%) | $8,210,000 | $8,210,000 | $8,210,000 | $8,210,000 |
| Marelli UM initial tranche | - | - | $16,830,000 | $16,830,000 |
| Marelli UM compulsory second tranche (additional 11.50%, to 51%) | - | - | $2,960,000 | $2,960,000 |
| Escrowed toward Marelli UM stage | - | $16,790,000 | - | - |
| Capital expenditures at the acquired businesses | - | - | $8,645,000 | $20,020,000 |
| Working capital and general corporate purposes | $4,290,000 | - | $855,000 | $1,980,000 |
| Estimated offering expenses (approximately $350,000, borne personally by Mr. Choudhary) | $0 | $0 | $0 | $0 |
Commitment Regarding Identified Acquisitions
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The Company will not apply proceeds of this offering to the acquisition of any company not identified in this Offering Circular. If negotiations with respect to an identified acquisition cease, or stall for a period of 120 consecutive days without substantive progress, the Company will treat the applicable acquisition stage as not proceeding and will initiate the investor notice, consent, and refund procedures described under "Plan of Distribution: Investor Consent and Return of Funds." If both identified acquisitions fail to proceed, the Company will terminate this offering and all remaining escrowed funds will be returned to investors without deduction.
If the Second Tranche Is Not Completed
If the Company does not complete the compulsory second tranche purchase of the additional Marelli UM interest within the six month period because a required approval or other condition to completion is not satisfied, the funding for the second tranche having been escrowed at the initial closing, the escrowed second tranche consideration will be treated in the same manner as funds attributable to an acquisition stage that will not proceed: the investor notice, affirmative consent, and refund procedures described under "Plan of Distribution: Investor Consent and Return of Funds" will apply, and funds of investors who do not affirmatively consent to an enumerated alternative corporate purpose will be returned without deduction, with the attributable shares cancelled as described in that section. In that circumstance, the Company would hold a 39.51 percent non-controlling interest in Marelli UM, and the consequences described under Risk Factors with respect to the Investment Company Act of 1940 would apply.
Because the second tranche is a binding obligation rather than a right, the full second tranche consideration of approximately $2,960,000 is being raised in this offering and will be held in escrow before the initial Marelli UM closing occurs, and is payable within six months of that closing from the escrowed funds. No additional financing is required to perform the second tranche obligation, and the Company will not complete the initial Marelli UM closing unless the full two tranche requirement is escrowed or otherwise committed.
Changes in Acquisition Structure
Any election by the Company to pursue a materially reduced ownership percentage in an identified target, including any change from the acquisition structures described in this Offering Circular, will be treated as a change in the applicable acquisition stage and will trigger the investor notice, affirmative consent, and refund procedures described under "Plan of Distribution: Investor Consent and Return of Funds." Funds of investors who do not affirmatively consent to the revised structure will be returned without deduction.
Working Capital Reserve and Its Justification
Working capital and general corporate purposes represents approximately $4,290,000 (approximately 34 percent of gross proceeds) at the 25 percent subscription level and approximately $8,430,000 (approximately 17 percent of gross proceeds) at the maximum offering; at the 50 percent and 75 percent subscription levels, no amounts are allocated to working capital because all remaining proceeds are escrowed toward the Marelli UM stage. Management believes a reserve of this magnitude is necessary and appropriate, and it is allocated to the following identified needs. First, post-closing liquidity support for Marelli UM, whose audited financial statements include a material uncertainty regarding going concern; following the tranche one closing, the Company expects that working capital support will be required to stabilize Marelli UM's liquidity position, in an amount to be determined based on Marelli UM's cash position at closing, currently estimated at approximately $1,500,000. Second, integration and capital expenditure at Alpha Maier following completion of that acquisition, including tooling, quality systems alignment, and initial capacity investment, approximately $1,500,000. Third, the Company's own operating costs as a Tier 2 reporting company for at least 24 months following qualification, including ongoing audit, legal, EDGAR filing, transfer agent, and compliance costs, approximately $1,500,000. Fourth, the establishment and initial operation of the Company's subsidiaries, approximately $1,500,000. At the maximum offering, these four identified needs aggregate approximately $6,000,000, with the remaining approximately $2,430,000 available for general corporate purposes; at the 25 percent subscription level, the approximately $4,290,000 allocation will be applied to these needs in the order of priority stated above. The working capital reserve is not available for, and will not be applied to, the acquisition of any company not identified in this Offering Circular.
Use of Proceeds: Alternative Corporate Purposes
As used in this Offering Circular, "alternative corporate purposes" means only the following: (i) the funding of the other probable acquisition identified in this Offering Circular, being the Alpha Maier acquisition or the Marelli UM acquisition, including the second tranche purchase, as applicable; (ii) the payment of offering expenses in the amounts disclosed in this "Use of Proceeds" section; and (iii) working capital of the Company and of businesses actually acquired pursuant to the acquisitions described in this Offering Circular. Escrowed funds may be applied to an alternative corporate purpose only with the affirmative consent of the affected investor obtained in accordance with the procedures described under "Plan of Distribution: Investor Consent and Return of Funds." Proceeds of this offering will not be applied, with or without investor consent, to the acquisition of any company not identified by name in this Offering Circular.
PARALLEL REGULATION A AND REGULATION D CAPITAL RAISING ACTIVITIES
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The Company previously contemplated a program of private placements of its securities pursuant to Regulation D under the Securities Act and filed a notice on Form D on January 20, 2026, as amended on January 26, 2026. No securities were sold and no funds were raised under that program, and the program is currently on hold, together with the related engagement of Castle Placement LLC as placement agent for the contemplated program, neither of which has any relation to this Regulation A offering. Castle Placement LLC has no role of any kind in this Regulation A offering, and the Company has requested that Castle Placement remove references to the Company from its website. The Company is not conducting any private placement concurrently with this offering, and no placement agent is engaged in connection with any offering of the Company's securities. Proceeds of this offering will be held in escrow and applied solely as described under "How We Plan to Use Proceeds from the Sale of Our Shares," and will not be commingled with the proceeds of any other offering.
We are offering up to 50,000,000 shares of common stock at a fixed price of $1.00 per share, for maximum gross proceeds of $50,000,000. The offering is self-underwritten and is being conducted on a best-efforts basis by our officers and directors, who will not receive any commission or other compensation in connection with the sale of shares. There is no minimum offering amount. No underwriting commissions or placement fees will be paid in connection with this offering.
This offering will commence within two calendar days after the offering statement of which this Offering Circular forms a part is qualified by the Securities and Exchange Commission, and will be conducted on a continuous basis. The offering will terminate one year from the date of this Offering Circular, unless earlier terminated by the Company in its discretion or extended by the Company for up to an aggregate of 180 additional days, with any extension announced by supplement to this Offering Circular.
Subscription Procedure and Issuance of Shares
Investors subscribe by executing the subscription agreement filed as an exhibit to the offering statement and delivering subscription funds to the escrow agent. The Company may accept subscriptions and receive investor funds into escrow on a rolling basis as subscriptions are received and accepted, without waiting for any threshold aggregate amount to be reached. Once accepted by the Company, a subscription is irrevocable. Shares will be issued to investors promptly upon the Company's acceptance of their subscriptions. An investor becomes a stockholder of the Company upon acceptance of the investor's subscription, notwithstanding that the proceeds of the subscription remain in escrow pending satisfaction of the release conditions described in this Offering Circular. The escrow arrangements govern the release of proceeds to the Company; they do not defer the offer, sale, or issuance of the shares.
Escrow Arrangements
The escrow agent for the offering is North Capital Private Securities Corporation. The Company and the escrow agent have agreed the definitive form of an amended and restated escrow agreement reflecting the final terms of the arrangement, which is filed as an exhibit to the offering statement and will be executed prior to qualification and prior to the acceptance of any investor subscription funds. Subscription funds are held in escrow and released to the Company only upon satisfaction of milestone release conditions with respect to each acquisition stage, the Marelli UM stage covering the tranche one closing and the second tranche closing: (i) execution and effectiveness of the definitive purchase agreement for the applicable stage; (ii) satisfaction or waiver of the closing conditions under that agreement; (iii) receipt of required regulatory and corporate approvals, including applicable Indian foreign investment reporting; and (iv) escrowed amounts for the stage reaching the stage requirement, being approximately $8,210,000 for the Alpha Maier stage and $19,790,000 in the aggregate for the Marelli UM stage, comprising $16,830,000 for the initial tranche and $2,960,000 for the compulsory second tranche, each released against the applicable tranche closing. The escrow agreement addresses the treatment of interest earned on escrowed funds and the escrow agent's fees as follows: Escrowed funds are held in a non interest bearing account, and escrow fees are borne personally by Mr. Choudhary and are not charged to the Company or to investors. No investor funds will be accepted prior to qualification of the offering statement.
Investor Consent and Return of Funds
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If an identified acquisition stage will not proceed, whether because negotiations have ceased, have stalled for 120 consecutive days without substantive progress, or because the Company has elected to pursue a materially changed structure, including a materially reduced ownership percentage, the following procedures apply. The Company will deliver to each affected investor a written notice, by mail or electronic delivery to the address provided in the investor's subscription agreement, describing the circumstances and identifying the specific alternative corporate purposes, as enumerated under "Use of Proceeds: Alternative Corporate Purposes," to which the investor may elect to apply the investor's attributable escrowed funds. Each affected investor will have 20 business days from the date of the notice to make an affirmative election in writing or by electronic election. If the investor affirmatively consents, the investor's attributable funds will be applied only to the alternative corporate purpose specified in the election. If the investor does not respond, or declines, the investor's attributable funds will be returned to the investor without deduction promptly following the end of the election period. Under no circumstances will an investor's silence or failure to respond be treated as consent. The escrow agent will act in accordance with these procedures pursuant to the escrow agreement filed as an exhibit to the offering statement. Because shares are issued upon acceptance of subscriptions, any return of an investor's attributable escrowed funds under these procedures will be accompanied by the automatic cancellation, without further action by the investor, of the shares attributable to the returned funds, as provided in the subscription agreement, so that no investor retains shares for which the subscription proceeds have been returned. If both identified acquisitions fail to proceed, the Company will terminate this offering and all remaining escrowed funds will be returned to investors without deduction. The Company will not continue this offering for the purpose of pursuing acquisitions not identified in this Offering Circular.
Offers and Sales by Officers and Directors
The shares will be offered and sold by our officers and directors without commission or other special compensation, in reliance on the safe harbor from broker dealer registration provided by Rule 3a4-1 under the Securities Exchange Act of 1934. Each such person: is not subject to a statutory disqualification; will not be compensated in connection with his or her participation by the payment of commissions or other remuneration based directly or indirectly on transactions in securities; is not an associated person of a broker or dealer; and either performs, or is intended primarily to perform at the end of the offering, substantial duties for the Company otherwise than in connection with transactions in securities, was not a broker or dealer or an associated person of a broker or dealer within the preceding twelve months, and will not participate in selling an offering of securities for any issuer more than once every twelve months, in each case within the meaning of Rule 3a4-1.
Transmittal of Subscription Funds
Subscription funds must be transmitted by investors directly to the escrow agent in accordance with the instructions in the subscription agreement, by wire transfer or such other methods as the subscription agreement permits. Subscription funds must not be transmitted to the Company, and neither the Company nor any officer or director will accept or hold investor funds. Funds received by the escrow agent will be held in escrow and applied only as described in this Offering Circular.
Selling Restrictions and Investor Qualification
The shares are offered to both accredited and non accredited investors. Under Tier 2 of Regulation A, non accredited natural person investors are subject to the investment limitation in Rule 251(d)(2)(i)(C): unless the shares are listed on a national securities exchange upon qualification, no sale may be made to a non accredited natural person if the aggregate purchase price exceeds 10 percent of the greater of the investor's annual income or net worth (or, for non natural persons, 10 percent of the greater of annual revenue or net assets at fiscal year end). Each investor will represent in the subscription agreement that the investor satisfies these requirements. The shares will be offered and sold only in jurisdictions in which the offering has been qualified or is exempt from qualification.
(Next 12-24 Months)
OVERVIEW
Tejascore Techsystems Inc. is a development-stage holding company formed to pursue the acquisition of operating businesses in the automotive electronics and systems sector. As of the date of this Offering Circular, the Company has not generated operating revenues and does not own or control any operating subsidiaries. Accordingly, the Company's operations during the 12-month period following the qualification of this Offering are expected to focus primarily on (i) regulatory compliance and public company infrastructure development, (ii) the evaluation and execution of acquisition-related activities, and (iii) post-acquisition integration planning, subject to the qualification of this Offering and the release of escrowed offering proceeds in accordance with the applicable escrow arrangements. The Company may not complete any acquisition during this period, and there can be no assurance that any proposed acquisition will be consummated.
Months 1-3: Post-Qualification Readiness and Infrastructure Development
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During the initial three months following qualification of this Offering, the Company expects to focus on establishing the foundational infrastructure required to operate as a public reporting company and to prepare for potential acquisition execution.
Planned activities during this period are expected to include:
- Finalizing public company compliance systems, including financial reporting processes, disclosure controls, and investor communications procedures;
- Completing audit and financial reporting readiness activities, including coordination with independent auditors and accounting advisors;
- Establishing internal policies and procedures related to corporate governance, risk management, and regulatory compliance;
- Engaging and coordinating with legal, accounting, tax, and transaction advisors in the United States and India;
- Advancing acquisition due diligence efforts, including financial, operational, legal, and regulatory reviews of proposed target companies;
- Refining acquisition structures, governance frameworks, and preliminary post-closing integration plans; and
- Maintaining offering-related administrative activities, including investor communications and subscription processing, while offering proceeds remain held in escrow.
During this period, the Company does not expect to generate revenues and will continue to incur operating and administrative expenses related to professional fees, compliance costs, and organizational activities.
MONTHS 4-6: ACQUISITION DILIGENCE AND NEGOTIATION
During months four through six following qualification, the Company expects to continue and intensify its acquisition-related efforts, subject to the amount of capital raised in this Offering and the release of escrowed funds in accordance with the terms of the escrow agreement.
Planned activities during this phase are expected to include:
- Completing confirmatory due diligence on the acquisition targets;
- Completing the conditions to closing under the executed agreements to sale, including the right of first refusal processes, deeds of adherence, governance arrangements, and post-closing covenants;
- Evaluating regulatory, contractual, and third-party consent requirements in applicable jurisdictions;
- Coordinating with the escrow agent to implement escrow arrangements and confirm satisfaction of the applicable escrow release conditions following qualification of this Offering;
- Preparing integration roadmaps addressing financial reporting alignment, operational oversight, and governance implementation; and
- Refining post-acquisition capital requirements, working capital needs, and operational priorities.
The Company may determine not to proceed with any proposed acquisition based on due diligence findings, market conditions, regulatory considerations, or capital availability. If the Offering Statement is not qualified or escrowed funds are not released in accordance with the escrow agreement, offering proceeds will remain in escrow and will not be available to the Company.
MONTHS 7-12: POTENTIAL ACQUISITION CLOSING AND INTEGRATION PLANNING
During months seven through twelve following qualification, the Company's operations will depend substantially on whether one or more acquisitions are completed and whether escrowed funds are released in accordance with the escrow arrangements.
If one or more acquisitions are consummated during this period, planned activities may include:
- Closing acquisition transactions and completing related regulatory, legal, and corporate formalities;
- Implementing governance and oversight arrangements with acquired businesses, including board representation and reporting protocols;
- Initiating post-closing integration activities, including financial consolidation planning, internal control alignment, and compliance harmonization;
- Coordinating post-acquisition audits, valuation assessments, and purchase accounting analyses, as applicable; and
- Supporting the operational continuity of acquired businesses while advancing longer-term integration initiatives.
If no acquisition is completed during this period, the Company expects to continue:
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- Maintaining public company compliance and reporting obligations;
- Preserving capital by limiting expenditures to essential professional, compliance, and organizational costs;
- Evaluating alternative acquisition opportunities consistent with the Company's disclosed strategy;
- and
- Managing escrowed funds strictly in accordance with the terms of the escrow agreement and applicable law.
CAPITAL RESOURCES AND OPERATING CONSTRAINTS
The Company's ability to execute its plan of operations is dependent on the amount of capital raised in this Offering and the release of escrowed funds in accordance with the escrow arrangements. Until escrowed funds are released, the Company will not have access to offering proceeds for general corporate operations or acquisition funding. The Company does not currently have sufficient capital to independently complete acquisitions without the release of escrowed funds, and there can be no assurance that sufficient capital will be raised or that escrow release conditions will be satisfied.
NO ASSURANCE OF REVENUE OR PROFITABILITY
The Company does not expect to generate operating revenues during the 12-month period following qualification unless one or more acquisitions are completed. Even if acquisitions are consummated, there can be no assurance that the Company will achieve profitability during this period or thereafter.
FORWARD-LOOKING NATURE OF PLAN OF OPERATIONS
This Plan of Operations contains forward-looking statements based on management's current expectations and assumptions. Actual results may differ materially due to a variety of factors, including capital availability, acquisition execution risks, regulatory approvals, market conditions, and integration challenges.
FOUNDER PAYMENT OF OFFERING EXPENSES
Certain costs and expenses related to the preparation and filing of this Offering Circular and the conduct of this Offering, including legal, accounting, and other professional fees, have been paid directly by our founder or his affiliates on our behalf. Our founder has not received, and does not intend to receive, reimbursement for such expenses from the proceeds of this Offering. Accordingly, no offering proceeds will be used to repay or reimburse our founder or his affiliates for expenses incurred in connection with this Offering. The payment of offering-related expenses by our founder was made voluntarily and without any contractual obligation on our part to repay or reimburse such amounts. No interest has accrued or will accrue on such amounts, and no notes payable, equity, or other consideration has been issued or will be issued in connection with such payments. These payments do not constitute loans or advances to the Company and do not give rise to any repayment obligation. While the payment of offering-related expenses by our founder reduces our near-term cash requirements, investors should not assume that our founder will continue to fund Company expenses in the future. Following the completion of this Offering, we expect to fund our operating, regulatory, and compliance costs primarily from the proceeds of this Offering and, if necessary, from additional financing transactions.
| Capitalization | Actual (March 31, 2026) | As Adjusted (Maximum Offering) |
| Common stock, $0.0001 par value; 750,000,000 authorized; 295,000,000 issued and outstanding actual; 345,000,000 as adjusted | $29,500 | $34,500 |
| Additional paid in capital | $250,000 | $50,245,000 |
| Accumulated deficit | $(250,000) | $(250,000) |
| Total stockholders’ equity | $29,500 | $50,029,500 |
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Dilution represents the difference between the price per share paid by investors in this offering and the net tangible book value per share after the offering. Net tangible book value represents our total tangible assets less total liabilities. As of March 31, 2026, the Company’s net tangible book value was approximately $29,500, or approximately $0.0001 per share, reflecting cash of approximately $29,500 and no liabilities, with organizational costs borne personally by the founder. After giving effect to the sale of the maximum offering at $1.00 per share, with estimated offering expenses of approximately $350,000 borne personally by Mr. Choudhary and not paid from the proceeds of this offering, pro forma net tangible book value would be approximately $50,029,500, or approximately $0.15 per share, representing an immediate increase of approximately $0.15 per share to existing stockholders and an immediate dilution of approximately $0.85 per share, or approximately 85 percent, to new investors. At the 25, 50, and 75 percent levels, dilution to new investors would be approximately $0.96, $0.92, and $0.89 per share, respectively. Investors purchasing shares in this offering will pay a price substantially higher than the net tangible book value of the shares after the offering. The following table illustrates this dilution on a per-share basis. The public offering price was determined by management and is arbitrary; therefore, the offering price is substantially higher than net tangible book value per share and results in immediate and substantial dilution to purchasers in this offering.
| Dilution | 25% | 50% | 75% | 100% |
| Offering price per share | $1.00 | $1.00 | $1.00 | $1.00 |
| Net tangible book value per share before offering | $0.0001 | $0.0001 | $0.0001 | $0.0001 |
| Pro forma net tangible book value per share after offering | $0.04 | $0.08 | $0.11 | $0.15 |
| Dilution per share to new investors | $0.96 | $0.92 | $0.89 | $0.85 |
Because the shares sold in this offering will be issued at a price significantly higher than our net tangible book value per share, investors will experience immediate and substantial dilution upon purchase of the shares.
Dilution at Various Levels of Subscription
The following table sets forth, on a pro forma basis, the net tangible book value per share and the resulting dilution to new investors at various assumed subscription levels of this offering. The calculations below assume the issuance of the indicated number of shares at a public offering price of
$1.00 per share, with estimated offering expenses of approximately $350,000 borne personally by Mr. Choudhary and not paid from proceeds, and no other changes to our balance sheet.
| Dilution at Various Subscription Levels | 25% | 50% | 75% | 100% |
| Shares offered and sold | 12,500,000 | 25,000,000 | 37,500,000 | 50,000,000 |
| Shares outstanding after the offering | 307,500,000 | 320,000,000 | 332,500,000 | 345,000,000 |
| Gross and net proceeds | $12,500,000 | $25,000,000 | $37,500,000 | $50,000,000 |
| Pro forma net tangible book value | $12,529,500 | $25,029,500 | $37,529,500 | $50,029,500 |
| Pro forma net tangible book value per share | $0.04 | $0.08 | $0.11 | $0.15 |
| Increase per share to existing stockholders | $0.04 | $0.08 | $0.11 | $0.15 |
| Dilution per share to new investors | $0.96 | $0.92 | $0.89 | $0.85 |
| Dilution as a percentage of offering price | 96% | 92% | 89% | 85% |
At lower subscription levels, the net tangible book value per share after the offering will be lower, and the resulting dilution to new investors will be greater. Conversely, higher subscription levels increase net tangible book value per share and reduce dilution, although investors will continue to experience substantial dilution because the offering price significantly exceeds our historical net tangible book value per share.
Future Issuances / Additional Dilution
The dilution information presented above is based solely on the issuance of the shares offered hereby and does not give effect to any future issuances of common stock or securities convertible into, or exercisable for, common stock. In the future, we may issue additional shares of common stock, or securities convertible into or exercisable for common stock, in connection with financings, acquisitions, strategic partnerships, employee equity incentive arrangements, or other corporate purposes. Any such future issuances could result in additional dilution to investors in this offering and could reduce the proportionate ownership, voting power, and economic interests of investors purchasing shares in this offering.
Intangible Assets Excluded From Net Tangible Book Value
Net tangible book value represents our total tangible assets less total liabilities and excludes intangible assets, including goodwill, intellectual property, customer relationships, contractual rights, and other non-physical assets that may be developed or acquired in the future. As a result, the net tangible book value per share information presented above does not reflect the potential value of such intangible assets or their contribution to our business operations. Accordingly, the dilution figures presented may not be indicative of the economic value of the Company or the price at which our common stock may trade following this offering.
Offering Expenses Borne Personally by Mr. Choudhary
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Offering expenses of approximately $350,000, including legal, accounting, auditing, regulatory, and other professional fees, are being borne personally by Mr. Choudhary without charge to, or reimbursement from, the Company. Accordingly, the dilution calculations presented above reflect no deduction from proceeds for offering expenses. If the Company were required to bear these expenses, pro forma net tangible book value per share after the offering would be lower and the dilution to new investors would be greater than the amounts presented.
Offering Price Not Related to Book Value
The public offering price of $1.00 per share was determined by our management and does not bear any relationship to our historical net tangible book value, assets, liabilities, results of operations, or any other established criteria of value. The offering price should not be considered an indication of the actual value of our common stock or of the price at which our common stock may trade following this offering.
Impact on Ownership Percentage
Investors purchasing shares in this offering will experience immediate dilution not only in net tangible book value per share but also in their percentage ownership interest in the Company. If the maximum offering is sold, existing stockholders will hold 295,000,000 shares, or approximately 85.5 percent of the outstanding shares, acquired for cash at the par value of the shares, and new investors will hold 50,000,000 shares, or approximately 14.5 percent, for aggregate consideration of $50,000,000. The following table compares the contributions of existing stockholders, all of whose shares were acquired within the past year by our officers, directors, and advisory entities, with the contributions of new investors, assuming the maximum offering is sold.
| Shares Acquired | Percent of Shares | Total Consideration | Percent of Consideration | Average Price per Share | |
| Existing stockholders | 295,000,000 | 85.5% | $29,500 (cash at par) | 0.1% | $0.0001 |
| New investors (maximum offering) | 50,000,000 | 14.5% | $50,000,000 | 99.9% | $1.00 |
| Total | 345,000,000 | 100.0% | $50,029,500 | 100.0% |
Rounding
Certain amounts in the dilution calculations have been rounded for presentation purposes. Accordingly, totals may not sum precisely due to rounding.
Tejascore - Business Overview
Corporate Structure. The Company conducts its Indian acquisition activities through its wholly owned subsidiary, Tejascore Techsystem Private Limited, a private limited company incorporated in India on December 29, 2025 (Corporate Identification Number U29300UP2025FTC239962), registered with the Registrar of Companies, Kanpur, and classified as a subsidiary of a company incorporated outside India. The subsidiary has authorized share capital of INR 1,500,000 and paid up capital of INR 100,000, and its registered office is at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India. The previously contemplated European intermediate holding entity has been cancelled and does not form part of the Company’s structure.
Corporate Identity and Background
U.S. EXPANSION STRATEGY
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Tejascore Techsystems Inc. is a U.S.-incorporated holding company. While we currently intend to conduct substantially all near-term operational activities through subsidiaries outside the United States, we have developed a long-term strategy to establish a physical presence in the United States through the creation of an engineering office and, subject to market conditions and capital availability, a manufacturing or assembly facility. Over the next approximately 24 months, we expect to evaluate and, if commercially and financially feasible, begin establishing a U.S.-based engineering office focused on product development, design optimization, quality assurance, testing, and technical support. Such an engineering presence is intended to support both our international operations and our anticipated U.S. customer base, enhance product customization, and strengthen coordination between management, customers, and suppliers. In addition, we intend to assess the feasibility of establishing a U.S.-based manufacturing, assembly, or integration facility. Any such facility would be designed to support localized production, final assembly, or system integration, reduce lead times, address customer and regulatory requirements, and mitigate certain cross-border logistics and supply chain risks. The scope, location, and timing of any U.S. manufacturing or assembly operations have not yet been finalized. The establishment of the U.S.-based engineering and manufacturing operations will be subject to a number of factors, including, without limitation, the availability of capital, demand conditions, regulatory approvals, site selection, labor availability, cost considerations, and the successful execution of our overall growth strategy. We may pursue such expansion through organic development, strategic partnerships, joint ventures, or acquisitions. As of the date of this Offering Circular, we have not commenced U.S.-based engineering or manufacturing operations, have not entered into binding agreements relating to such facilities, and cannot provide assurance as to whether or when such operations will be established. Until such time, our U.S. activities will remain primarily limited to holding company functions, including corporate governance, strategic oversight, capital raising, investor relations, and compliance with U.S. securities laws.
CORPORATE STRUCTURE AND SUBSIDIARIES
Tejascore Techsystems Inc. is a holding company incorporated in the State of Wyoming. We currently do not conduct material operating activities directly and, as of the date of this Offering Circular, have not generated operating revenues. Our business strategy contemplates conducting substantially all of our future operations through one or more subsidiaries, including subsidiaries to be established or acquired outside the United States. We have established a subsidiary in India, Tejascore Techsystem Private Limited, and may establish or acquire additional subsidiaries to support our anticipated business activities, which may include, among other things, operational execution, regional management, intellectual property holding, financing structures, and compliance with local regulatory and commercial requirements. The precise legal structure, jurisdictional organization, ownership percentages, capitalization, and timing of formation or acquisition of such subsidiaries will depend on a variety of factors, including regulatory approvals, tax considerations, commercial arrangements, and the availability of capital. As a holding company, our ability to generate cash flow and service our obligations will depend on the operating performance of our subsidiaries and our ability to receive dividends, distributions, or other payments from such subsidiaries. The payment of dividends or other distributions by any future subsidiaries will be subject to applicable local laws, foreign exchange regulations, tax considerations, and any contractual restrictions to which such subsidiaries may be subject. Our financial statements include our wholly owned Indian subsidiary, Tejascore Techsystem Private Limited, whose balances are immaterial to the financial statements; we have not consolidated any operating business, and no target company will be reflected in our financial statements unless and until the applicable acquisition closes. Any subsidiaries that are formed or acquired in the future will be evaluated for consolidation in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). Until such subsidiaries are formed or acquired and commence operations, we will continue to be dependent on external financing to fund corporate and offering-related expenses. Our holding company structure involves additional risks, including risks related to cross-border operations, regulatory compliance in foreign jurisdictions, currency controls, tax regimes, and the potential limitations on our ability to move capital across jurisdictions.
These risks are described in greater detail under the section titled "Risk Factors."
1031 IVES DAIRY ROAD #53, SUITE 228
Miami, FL 33179 United States
This location serves as the Company's primary corporate office for management, strategic planning, financial oversight, regulatory compliance, investor relations, and coordination of cross-border operations. All corporate governance functions, including board activities, executive decision-making, financial reporting, legal administration, and oversight of acquisition and integration activities, are conducted from this address.
STATUS OF PROPOSED ACQUISITIONS
The Company is pursuing two probable acquisitions through its Indian subsidiary, Tejascore Techsystem Private Limited. The following describes, for each target, the transaction structure and parties, the status of documentation, the material conditions to closing, and the timeline, reflecting the status through the date of this Offering Circular.
Alpha Maier Private Limited
Alpha Maier Private Limited is a joint venture organized in India between the UM group and Maier, S. Coop., a Spanish cooperative society, formed under a joint venture agreement dated November 11, 2011. The seller, UM Autocomp Private Limited, holds 51 percent of the equity shares; Mikeldi Inversiones, S.L.U., an affiliate of Maier, holds the remaining 49 percent. Alpha Maier manufactures under an exclusive license and technical assistance agreement with Maier dated February 17, 2012.
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The Company, together with its Indian subsidiary Tejascore Techsystem Private Limited, has entered into an agreement to sale dated July 16, 2026 with UM Autocomp Private Limited to acquire the 51 percent interest, comprising 1,132,000 equity shares. The consideration is determined under an EBITDA based valuation methodology, being 12.5 times normalized EBITDA for the fiscal year ended March 31, 2026, applied to the 51 percent interest, plus a cash and cash equivalents component, yielding total consideration of approximately $8.21 million, subject to post-closing audit adjustments. The material conditions to closing include the issuance of an offer letter to the Maier side and non exercise of its right of first refusal, confirmation by Maier of the continuation of the license and technical assistance agreement, absence of material adverse change, applicable regulatory filings and approvals, and execution of a deed of adherence binding the buyer to the joint venture agreement. The agreement provides a long stop date of September 30, 2026, and grants the buyer exclusivity through that date. The chronology of the Alpha Maier transaction documents is as follows: the preliminary offer documents preceding the agreement to sale, which have been superseded in their entirety and under which no party has any continuing rights or obligations, their surviving commercial terms being restated in the agreement to sale; an extension letter and a subsequent extension letter; and the agreement to sale dated July 16, 2026, filed as Exhibit 1A-6.4. The long stop date of September 30, 2026 remains in effect as of the date of this Offering Circular; if closing has not occurred by that date, the parties expect to extend it by written instrument, and any extension will be reflected by amendment.
Marelli UM Electronic Systems Private Limited
Marelli UM is a joint venture organized in India, formed under a joint venture agreement dated September 11, 2008, as amended, between the Marelli group and the UM group. Marelli Europe S.p.A. holds 60.49 percent of the equity shares; the seller, UM Automotive Private Limited, holds 39.51 percent, comprising 24,493,300 equity shares. Marelli UM operates under license, technical assistance, trademark, and related agreements with the Marelli group.
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The Company, together with its Indian subsidiary Tejascore Techsystem Private Limited, has entered into an agreement to sale dated July 16, 2026 with UM Automotive Private Limited to acquire the 39.51 percent interest. The consideration is determined under an EBITDA based valuation methodology, being 14 times normalized EBITDA for the calendar year ended December 31, 2025, applied to the 39.51 percent interest, plus a cash and cash equivalents component, yielding consideration of $16,830,000 for the initial tranche, subject to post-closing audit adjustments. The additional 11.50 percent tranche is to be acquired from UM Automotive for $2,960,000, for aggregate Marelli UM consideration of $19,790,000. Under the joint venture agreement, the transfer is subject to a right of first refusal at the Marelli UM level, which the seller, UM Automotive, is responsible for procuring is waived or expires unexercised; if the right is exercised, the agreement terminates automatically. Other material conditions include continuation of the related agreements with the Marelli group, absence of material adverse change, applicable regulatory approvals, execution of a deed of adherence, and change in control notice requirements. The agreement provides a long stop date of September 30, 2026 and grants the buyer exclusivity through that date. The chronology of the Marelli UM transaction documents is as follows: the preliminary transaction documents with UM Automotive Private Limited preceding the agreement to sale; and the agreement to sale dated July 16, 2026, filed as Exhibit 1A-6.2, together with the second tranche share purchase instrument with UM Automotive Private Limited described in this Offering Circular, filed as Exhibit 1A-6.3, which contains the representations of UM Automotive as to its contractual rights to acquire the shareholding of Marelli Europe S.p.A., and an executed side letter of confirmation and undertaking dated August 3, 2026, filed as Exhibit 1A-6.5, in which UM Automotive confirms those rights and undertakes to exercise them following the initial closing and to deliver the second tranche shares free of encumbrances within the required period, with all costs of its acquisition from Marelli Europe borne solely by UM Automotive. The long stop date of September 30, 2026 remains in effect as of the date of this Offering Circular; if effectiveness or closing has not occurred by that date, the parties expect to extend it by written instrument, and any extension will be reflected by amendment.
The Second Tranche Period.
The compulsory second tranche operates as follows. The six month period commences on the date of the initial Marelli UM closing. During that period, the Company is contractually obligated to complete the purchase of the additional 11.50 percent interest from UM Automotive Private Limited for $2,960,000. The second tranche consideration will be held in escrow from the time the second tranche funding requirement is met, which is expected to occur at aggregate gross proceeds of approximately $28,000,000 (approximately 56.0 percent of the maximum), and will be released only against completion of the second tranche closing in accordance with the milestone escrow conditions. During the second tranche period, the Company will own 39.51 percent of Marelli UM and will rely on the Rule 3a-2 safe harbor as described in this Offering Circular; upon completion of the second tranche, the Company will own approximately 51 percent of the outstanding voting securities of Marelli UM. If the second tranche is not completed within the six month period, the consequences described under the risk factor titled If the Second Tranche Is Not Completed will apply, including potential remedies against the Company under the transaction documents, and any escrowed amounts attributable to an uncompleted stage will be treated in accordance with the investor consent and return procedures described in this Offering Circular.
Separately, the Company has agreed with UM Automotive a binding compulsory second tranche purchase under which the Company is obligated to acquire an additional 11.50 percent of Marelli UM from UM Automotive within six months of the initial closing for $2,960,000, upon completion of which the Company will hold a majority interest of 51 percent. UM Automotive will source the second tranche shares pursuant to its contractual rights to acquire the shareholding of Marelli Europe S.p.A. in Marelli UM, as represented by UM Automotive in the second tranche purchase instrument filed as Exhibit 1A-6.3 and confirmed in the executed side letter filed as Exhibit 1A-6.5. Marelli Holdings Co., Ltd., the Japan headquartered group company of the Marelli group, has undertaken a restructuring under Chapter 11 of the United States Bankruptcy Code, as described under Risk Factors, and investors should read that discussion in connection with this section.
STRATEGIC RATIONALE FOR ACQUIRING MULTIPLE COMPLEMENTARY BUSINESSES
The Company's acquisition strategy is designed to assemble a complementary group of operating businesses whose capabilities span multiple layers of the automotive electronics and interior systems value chain, rather than acquiring a single standalone operating company. Management believes that acquiring multiple businesses with differentiated but complementary capabilities may provide a more resilient and strategically flexible operating platform than reliance on a single product line, technology, or geographic market. The automotive electronics and interior systems sector is characterized by increasing integration of mechanical components, electronics, software, and design aesthetics within a single vehicle program. Original equipment manufacturers ("OEMs") increasingly prefer suppliers that can offer coordinated solutions across multiple subsystems, manage complex program execution, and support global production requirements. Management believes that assembling a group of businesses with complementary manufacturing, electronics, systems integration, and engineering capabilities may position the Company to better address these industry dynamics than a standalone, narrowly focused supplier. The proposed acquisitions have been identified based on their differentiated roles within the broader value chain. Each target company operates in a distinct but adjacent segment of automotive components and systems, with capabilities that management believes may be complementary when operated within a coordinated group structure. Rather than duplicating capabilities, the proposed acquisitions are intended to address different stages of product development, manufacturing, and integration, including decorative and functional components, electronic systems and modules, and advanced electronics and software-related functions. Management believes that this complementary positioning may reduce dependence on any single product category or manufacturing process. In addition, management believes that a multi-company acquisition strategy may provide greater diversification across customers, vehicle platforms, geographies, and production cycles. Automotive programs are subject to long development timelines, platform-specific risks, and cyclical demand patterns. By operating across multiple segments of the automotive electronics and systems ecosystem, the Company seeks to reduce its exposure to the performance of any single customer program, model cycle, or regional market. This diversification is intended to support more stable operations over time, although no assurance can be given that such diversification will mitigate industry or macroeconomic risks. The proposed acquisitions are also intended to support a more integrated operating model over time, under which design, engineering, manufacturing, and systems integration capabilities may be coordinated across the group. Management believes that, if successfully implemented, such coordination could improve program execution, product development efficiency, and responsiveness to OEM requirements. However, the realization of any such benefits is dependent on successful execution, integration, and ongoing cooperation among the acquired businesses and is not assured. Importantly, the Company's strategy to acquire multiple complementary businesses does not assume immediate or full integration of operations, nor does it assume that any particular level of operational or financial synergy will be achieved. The proposed acquisitions may be consummated at different times, may involve different ownership structures, and may remain subject to contractual, regulatory, governance, or operational limitations. As a result, any strategic benefits associated with acquiring multiple businesses may be realized gradually, partially, or not at all. Management believes that pursuing multiple complementary acquisitions, rather than a single transaction, provides flexibility to adapt to changing market conditions, customer requirements, and integration challenges. The Company may elect to modify the sequencing, structure, or scope of its acquisition strategy based on diligence findings, capital availability, regulatory developments, or operating performance. There can be no assurance that this strategy will result in improved operating performance, enhanced competitive positioning, or long-term value creation.
OVERVIEW OF THE INTEGRATED OPERATING MODEL
The Company's proposed integrated operating model is intended to coordinate the distinct capabilities of the target businesses across multiple stages of the automotive electronics and interior systems value chain, while allowing each business to continue operating as a specialized entity within its respective domain.
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Rather than consolidating all activities into a single operating unit, the Company expects the acquired businesses to retain their core operational focus, customer relationships, and technical expertise, while participating in a broader group structure designed to encourage collaboration, coordination, and selective integration where commercially and operationally appropriate. Under this model, the acquired businesses are expected to collectively address different functional layers of automotive product development and manufacturing, including component design and aesthetics, electronics and system architecture, and advanced electronic and software-related capabilities. Management believes that coordinating these capabilities within a single group may allow the Company to support more complex vehicle programs that require alignment between mechanical components, electronic modules, and system-level integration, particularly in vehicle interiors and smart-cabin applications. The integrated operating model is not intended to replace existing supplier relationships or customer-facing structures of the target companies.
Each acquired business is expected to continue serving its existing OEM and Tier-1 customers independently, subject to applicable contractual arrangements and regulatory requirements. Any collaboration across the group is expected to occur on a selective basis, driven by customer requirements, program specifications, technical feasibility, and commercial considerations, rather than through mandatory internal sourcing or centralized procurement mandates. From an operational perspective, the Company anticipates that coordination among the acquired businesses may occur in areas such as product development planning, engineering collaboration, tooling and manufacturing coordination, quality and compliance standards, and program management processes. Management believes that such coordination, if successfully implemented, could support improved alignment across design, electronics, and manufacturing functions. However, the extent and timing of any such coordination will depend on a variety of factors, including the structure of the acquisitions, governance arrangements, customer approvals, OEM program requirements, and the willingness and ability of the operating teams to collaborate effectively. The proposed integrated operating model also contemplates coordination at the group level in certain corporate and strategic functions, such as capital allocation, strategic planning, risk management, compliance oversight, and financial reporting. To the extent permitted by local law, contractual arrangements, and governance structures, the Company may seek to establish common policies or frameworks in these areas while allowing operating businesses to retain day-to-day operational autonomy. There can be no assurance that such coordination will be achieved or that it will result in operational efficiencies or cost savings. Importantly, the integrated operating model does not assume immediate integration or full operational consolidation of the target businesses. The proposed acquisitions may close at different times, may involve different ownership levels, and may be subject to minority shareholder rights, joint-venture arrangements, or regulatory constraints that limit the Company's ability to impose uniform operating practices. As a result, the integrated operating model is expected to evolve over time and may be implemented incrementally, rather than uniformly across all acquired businesses.
The success of the integrated operating model is dependent on effective execution, alignment of management incentives, cooperation among the acquired businesses, and continued support from customers and other stakeholders. The Company may determine, based on operating performance, customer feedback, or integration challenges, that certain aspects of the model should be modified, delayed, or not pursued. There can be no assurance that the integrated operating model will be successfully implemented or that it will result in improved operating performance, competitive positioning, or long-term value creation.
ROLE OF EACH TARGET COMPANY WITHIN THE GROUP
The Company's acquisition strategy contemplates assembling a group of operating businesses with differentiated but complementary capabilities across the automotive electronics and interior systems value chain. Each proposed target company is expected to serve a distinct functional role within the broader group, based on its existing technical capabilities, manufacturing expertise, customer relationships, and geographic footprint. The Company does not assume that the target businesses will be merged operationally or that their activities will be fully integrated; rather, each business is expected to continue operating within its area of specialization while participating, where appropriate, in a coordinated group structure.
Role of Alpha Maier
Alpha Maier is expected to serve as the group's core provider of decorative and functional plastic components used in automotive interiors and related applications. Its capabilities include the design, development, and manufacture of aesthetic and functional plastic parts that are typically incorporated into vehicle interiors, such as trim elements, surface components, and other design-oriented modules. These components are often required to meet stringent OEM specifications relating to appearance, durability, fit, finish, and quality. Within the proposed group structure, Alpha Maier's role is intended to focus on component-level manufacturing and surface-oriented design execution. Management believes that these capabilities represent an important foundational layer within an integrated interior systems offering, as decorative and functional plastics frequently interface directly with electronic modules, sensors, lighting systems, and human-machine interface components. Alpha Maier is expected to continue operating as a specialized manufacturing business serving its existing customers, subject to contractual and regulatory constraints, while potentially collaborating with other group companies on selected vehicle programs where coordinated design or manufacturing efforts are required.
Role of Marelli UM
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Marelli UM is expected to function as a key electronics and systems integration platform within the group. Its operations include the design and manufacture of automotive electronic systems and modules, with a focus on integrating electronic components into broader vehicle systems. These activities may include printed circuit board assemblies, electronic control modules, and system-level integration for automotive applications. Within the proposed group, Marelli UM's role is intended to bridge the gap between component-level manufacturing and system-level electronic integration. Management believes that electronics integration capabilities are increasingly central to modern vehicle architectures, particularly in interior and smart-cabin applications where electronic functionality must be closely coordinated with mechanical components and aesthetic design. Marelli UM is expected to continue serving its existing OEM and Tier-1 customers independently, while potentially providing systems integration expertise that may support coordinated programs involving other group companies, subject to customer approvals, contractual terms, and technical feasibility.
Its operations include activities related to electronics engineering, sensor technologies, and software-enabled solutions that support increasingly complex vehicle systems. Management believes that such capabilities may be relevant to next-generation automotive interior and electronics architectures, where software, sensors, and system intelligence are increasingly integrated with physical components.
COORDINATED BUT INDEPENDENT OPERATING ROLES
The Company's strategy does not assume that any target company will replace the customer relationships, supplier networks, or operating focus of another. Each business is expected to retain its independent operating role, with collaboration occurring selectively where customer programs, technical requirements, or commercial considerations support such coordination. The Company believes that maintaining specialized roles while encouraging cooperation across complementary capabilities may reduce execution risk relative to full operational consolidation. The extent to which the target companies collaborate, share resources, or participate in joint programs will depend on a variety of factors, including acquisition structure, ownership levels, governance rights, customer preferences, OEM approvals, and operational considerations. There can be no assurance that coordination among the target companies will occur as anticipated or that it will result in operational efficiencies, competitive advantages, or improved financial performance.
POTENTIAL INTERNAL SUPPLY CHAIN AND CROSS-COMPANY COLLABORATION
As part of its proposed integrated operating model, the Company anticipates exploring opportunities for selective collaboration among the acquired businesses within the group's internal supply chain. Such collaboration is intended to be opportunistic and program-specific, rather than mandatory or centralized, and would be driven by customer requirements, technical feasibility, commercial considerations, and applicable contractual and regulatory constraints. The target businesses operate at different stages of the automotive components and systems value chain, which may create opportunities for coordination in areas such as component design, electronics integration, and system assembly. Management believes that, where commercially appropriate, internal collaboration may allow certain components or sub-assemblies produced by one group company to be utilized by another group company in connection with specific vehicle programs. Any such internal sourcing would be evaluated on a case-by-case basis and would be subject to OEM approval processes, pricing considerations, quality standards, and delivery requirements comparable to those applied to third-party suppliers. The Company does not intend to require the acquired businesses to source components exclusively from within the group or to discontinue existing supplier relationships. Each operating company is expected to retain autonomy over its procurement decisions and supplier networks, subject to customer requirements and contractual obligations. Internal supply arrangements, if any, would be pursued only where they are consistent with customer specifications, competitive pricing, and operational efficiency, and where they do not conflict with existing contractual commitments or joint-venture arrangements. Cross-company collaboration may also occur in non-manufacturing areas, such as engineering coordination, product development planning, tooling and process alignment, quality assurance practices, and program management. Management believes that sharing technical knowledge and coordinating development efforts across complementary capabilities may support improved execution on complex vehicle programs. However, such collaboration would depend on the willingness and ability of the operating teams to cooperate effectively, the compatibility of systems and processes, and the alignment of program timelines and customer expectations. The extent and timing of any internal supply chain collaboration will be influenced by multiple factors, including the sequencing and structure of the acquisitions, ownership levels, governance rights, customer approvals, regulatory considerations, and the operational maturity of the integrated operating model. In addition, differences in geography, production capacity, cost structures, and local regulatory environments may limit or delay the implementation of internal collaboration initiatives. There can be no assurance that internal supply chain collaboration or cross-company coordination will be achieved, that it will be economically advantageous, or that it will result in operational efficiencies or other benefits. The
Company may determine, based on operational performance, customer feedback, or execution challenges, that certain collaboration opportunities are not feasible or should not be pursued. Accordingly, any potential internal supply chain collaboration should be viewed as a strategic option rather than a guaranteed outcome.
POTENTIAL BENEFITS OF VERTICAL INTEGRATION
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The Company's acquisition strategy contemplates assembling capabilities across multiple stages of the automotive electronics and interior systems value chain, which management believes may provide certain potential benefits associated with a more vertically integrated operating structure. Vertical integration, as contemplated by the Company, refers to the coordination of complementary activities, such as component design and manufacturing, electronics integration, and advanced electronic or software-enabled functions, within a single corporate group, rather than reliance on a single operating business or a fragmented supplier base. One potential benefit of such vertical integration is improved coordination across different stages of product development and program execution. Automotive programs often require close alignment between aesthetic design, mechanical components, electronic modules, and system-level functionality. Management believes that the ability to coordinate these activities across affiliated businesses may support more efficient communication, earlier identification of technical or design issues, and improved responsiveness to OEM requirements. However, such coordination is dependent on effective execution, compatible systems and processes, and cooperation among the operating teams, and is not assured. Vertical integration may also provide greater visibility across the supply chain for certain vehicle programs. By participating in multiple stages of component and system development, the Company may gain improved insight into production timelines, capacity constraints, and quality considerations. Management believes that this visibility could support more informed planning and risk management decisions; however, differences in customer requirements, contractual obligations, and production schedules may limit the extent to which such visibility can be achieved or utilized. In addition, management believes that vertical integration may offer potential flexibility in addressing OEM sourcing preferences and program-specific requirements. OEMs increasingly evaluate suppliers based on their ability to manage complex systems, coordinate multiple technologies, and support global production footprints. A vertically integrated group structure may allow the Company to participate in a broader range of sourcing discussions or program scopes than a single-function supplier. Nonetheless, OEM sourcing decisions remain highly competitive and discretionary, and there can be no assurance that vertical integration will result in increased customer engagement or program awards.
Vertical integration may also create opportunities for shared learning and technical collaboration across the group. Knowledge gained in one area of the value chain, such as materials engineering, electronics integration, or system validation, may inform development activities in other areas. Management believes that such knowledge sharing could support continuous improvement in product design and manufacturing processes. The realization of any such benefits depends on the successful exchange of information, protection of intellectual property, and alignment of incentives across the operating companies. Importantly, the Company does not assume that vertical integration will result in immediate cost savings, margin improvement, or operational efficiencies. The integration of multiple businesses across different geographies and functional areas presents execution challenges, including differences in corporate culture, systems, regulatory environments, and customer expectations. The Company may incur additional costs associated with coordination efforts, governance, compliance, and integration initiatives, and any potential benefits of vertical integration may take time to materialize, may be realized only in part, or may not be realized at all. The extent to which the Company is able to realize any potential benefits of vertical integration will depend on numerous factors, including the successful completion of the proposed acquisitions, the structure and timing of those transactions, the degree of ownership and control obtained, customer acceptance of coordinated offerings, and the Company's ability to manage and integrate diverse operations effectively. Accordingly, any discussion of potential benefits of vertical integration should be viewed as illustrative of management's strategic objectives rather than as a prediction of future performance or results.
GEOGRAPHIC AND MANUFACTURING FOOTPRINT OPTIMIZATION
The Company's acquisition strategy contemplates operating a group of businesses with manufacturing, engineering, and operational footprints across multiple geographies, including Europe and Asia.
Management believes that a geographically diversified footprint may provide strategic flexibility in serving global automotive customers, managing production requirements, and responding to regional market conditions. However, the realization of any benefits associated with geographic diversification is subject to significant execution, regulatory, and operational risks and is not assured. The target businesses operate in distinct regional environments, each with its own labor markets, regulatory frameworks, cost structures, and customer expectations. Management believes that maintaining operations across multiple geographies may allow the Company to align specific manufacturing or engineering activities with regional strengths, such as proximity to customers, access to specialized labor, or established supplier ecosystems. At the same time, differences in local laws, employment practices, environmental regulations, and trade policies may limit the Company's ability to reallocate production or standardize operating practices across regions. A geographically diversified footprint may also provide optionality in addressing OEM sourcing strategies that emphasize regional production, supply chain resilience, or localization requirements. OEMs often prefer suppliers that can support production in multiple regions or near vehicle assembly plants. Management believes that a multi-region operating presence may allow the Company to participate in a broader range of sourcing discussions or program configurations.
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Nevertheless, OEM sourcing decisions are subject to competitive bidding processes and program-specific requirements, and there can be no assurance that geographic diversification will result in additional business opportunities. From an operational perspective, geographic footprint optimization does not assume the consolidation or relocation of existing facilities. The Company does not currently plan to close, relocate, or materially restructure manufacturing operations solely as a result of the proposed acquisitions. Any future decisions regarding facility utilization, capacity allocation, or production shifts would be evaluated based on customer requirements, cost considerations, regulatory constraints, labor implications, and capital availability, and would be subject to applicable contractual and legal obligations. Operating across multiple geographies also introduces additional complexity and risk, including increased management oversight requirements, exposure to foreign currency fluctuations, cross-border logistics challenges, and heightened compliance obligations. Differences in quality standards, supplier reliability, and infrastructure across regions may further complicate coordination efforts. As a result, any potential benefits associated with geographic footprint optimization may be offset, in whole or in part, by increased operational complexity and costs. The Company's ability to optimize its geographic and manufacturing footprint over time will depend on the successful completion and integration of the proposed acquisitions, the structure and ownership levels of those transactions, customer acceptance of multi-region production arrangements, and the Company's ability to manage cross-border operations effectively. There can be no assurance that geographic diversification or footprint optimization efforts will result in improved operating performance, cost efficiencies, or competitive advantages.
OPERATIONAL SYNERGIES ARE SUBJECT TO EXECUTION RISK
While the Company's acquisition strategy contemplates the potential for operational coordination and collaboration among the acquired businesses, the realization of any operational synergies is subject to significant execution risk and is not assured. Any anticipated benefits associated with coordination across component manufacturing, electronics integration, systems development, or geographic operations depend on the successful completion of the proposed acquisitions, the structure and timing of those transactions, and the Company's ability to effectively manage and integrate multiple businesses operating in different jurisdictions and functional areas. The proposed acquisitions may be consummated at different times, may involve varying levels of ownership and control, and may be subject to joint-venture arrangements, minority shareholder rights, governance restrictions, or regulatory limitations. As a result, the Company may not have the authority or practical ability to implement uniform operating practices, mandate internal collaboration, or reallocate resources across the group. Even where collaboration is permitted, differences in corporate culture, management priorities, systems, processes, and operating standards may limit the extent or effectiveness of integration efforts. Operational synergies may also be constrained by customer requirements and contractual obligations. Automotive OEMs and Tier-1 customers typically specify suppliers, production locations, component sourcing, and quality standards at the program level. Any internal supply chain collaboration or cross-company coordination is subject to OEM approval and may not be permitted for certain programs or customers. In addition, existing supplier contracts, joint-venture agreements, or licensing arrangements may restrict changes to sourcing, manufacturing processes, or technology sharing. The implementation of coordinated operating practices may require additional investments in systems integration, information technology, process alignment, quality management, compliance frameworks, and management oversight. These efforts may result in incremental costs, require significant management attention, and divert resources away from day-to-day operations. The Company may also encounter unforeseen technical, operational, regulatory, or labor-related challenges during integration efforts, which could delay or prevent the realization of any anticipated operational benefits. Moreover, any potential operational synergies may take a significant period of time to materialize, if at all. During the integration process, the Company may experience disruptions to operations, reduced productivity, or strained relationships with customers, suppliers, or employees. There can be no assurance that any operational synergies will be achieved within expected timeframes, at anticipated levels, or at all. The Company's discussion of potential operational synergies reflects management's strategic objectives and expectations based on current information and assumptions. These expectations are inherently uncertain and subject to change based on a variety of factors, including diligence findings, acquisition structure, customer acceptance, regulatory developments, market conditions, and the Company's execution capabilities. Investors should not place undue reliance on the potential realization of operational synergies when evaluating the Company's business strategy or prospects.
CORPORATE STRUCTURE PRIOR TO ACQUISITIONS
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As of the date of this Offering Circular, Tejascore Techsystems Inc. operates as a recently incorporated U.S. holding company with no active manufacturing or revenue-generating operations of its own. The Company does not yet have subsidiaries, operating divisions, or affiliated entities under its control, and its activities have been limited primarily to corporate formation, strategic planning, regulatory preparation, and preliminary acquisition-related due diligence. Tejascore was structured intentionally as a clean parent entity to serve as the future holding company for operating businesses in India and, through a possible future acquisition, potentially in other jurisdictions. The absence of pre-existing operational liabilities, legacy contracts, or historical indebtedness allows the Company to pursue acquisitions with a simplified capital structure and a transparent financial profile suitable for U.S. regulatory compliance and investor evaluation. Prior to completing the proposed acquisitions, the Company's organizational structure consists solely of:
- Tejascore Techsystems Inc., a Wyoming corporation and the issuer under this Regulation A offering.
The Company has not yet established foreign subsidiaries or intermediate holding entities. Upon consummation of the acquisition transactions, Tejascore expects to form, designate, or utilize subsidiaries or holding entities to hold its equity interests in the target companies, subject to local regulatory requirements in each jurisdiction.
Following the two probable acquisitions of:
- Alpha Maier Private Limited (India), a 51% controlling interest; and
- Marelli UM Electronic Systems Private Limited (India), a 39.51% non-controlling interest,
Alpha Maier would be held as a consolidated subsidiary within the Tejascore group, and Marelli UM would be held as a non-controlling equity method investment that the Company does not control. The post-acquisition structure is intended to support centralized strategic management at the parent level and operational execution at the level of the acquired business and, with respect to Marelli UM, by that company and its controlling shareholder. Until the probable acquisitions are completed, Tejascore remains a non-operating parent company with its principal administrative functions located in the United States.
SUMMARY OF PROPOSED ACQUISITIONS
THE TARGET COMPANIES ARE:
(1) MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED (INDIA)
A joint-venture automotive electronics manufacturer specializing in instrument clusters, body control modules, gateway ECUs, and embedded software systems. The proposed acquisition of a 39.51% interest in Marelli UM India would provide Tejascore with access, through an equity method investment, to advanced electronics capabilities, a blue-chip OEM customer base, and a validated manufacturing footprint within India's automotive ecosystem. The remaining controlling interest in Marelli UM would continue to be held by its existing majority shareholder, and Tejascore would not control Marelli UM's operations.
(2) ALPHA MAIER PRIVATE LIMITED (INDIA)
VISION STATEMENT
Tejascore aims, over the long term, to become a leader in integrated automotive electronics and smart-cabin technologies by building a platform that delivers innovation, reliability, and scale to vehicle manufacturers. Our long-term vision is to develop a next-generation automotive-technology group that combines advanced electronics, intelligent software, and precision plastics, and potentially, through future acquisitions, mechatronic and sensor systems, into integrated solutions for the vehicles of the future. We seek over time to bring together capabilities across electronics, plastics, and embedded systems into a cohesive technology offering that supports OEM product performance, enhances the driver experience, and contributes to the transition toward connected, electric, and software-defined vehicles. Through its two probable acquisitions in India, deep engineering expertise, and disciplined execution, and potentially through future acquisitions, Tejascore aspires to grow into a broader, and ultimately multi-continent, automotive supplier. Mission and Core Values
MISSION
Tejascore's mission is to build a globally competitive automotive-technology platform that delivers high-value, safety-critical, and innovation-driven products to leading vehicle manufacturers. We are committed to integrating advanced electronics, mechatronics, embedded software, and engineered plastics into cohesive, scalable solutions that elevate vehicle performance, enhance user experience, and support the evolution of connected, electric, and intelligent mobility. We aim to achieve this by acquiring and transforming established businesses, investing in next-generation research and development, strengthening manufacturing excellence across geographies, and creating a unified organization capable of serving OEMs with speed, precision, and reliability.
CORE VALUES
1. Innovation with Purpose
2. We pursue technological advancements that meaningfully improve vehicle safety, performance, and driver experience, with an emphasis on long-term product relevance.
3. Engineering Excellence
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4. We prioritize rigorous design, validation, and quality standards across all product lines, ensuring OEMs receive robust, dependable, and scalable solutions.
5. Global Collaboration
6. We integrate multinational talent, capabilities, and facilities into a seamless engineering and manufacturing ecosystem that serves customers across continents.
7. Integrity & Compliance
8. We are committed to the highest standards of governance, ethics, regulatory adherence, and transparency across all jurisdictions in which we operate.
9. Operational Discipline
10. We emphasize precise execution, supply-chain strength, and optimized manufacturing to meet stringent OEM timelines and cost expectations.
11. Customer-Centricity
12. We build long-term relationships with OEMs by delivering value, responsiveness, and consistent product quality throughout the vehicle lifecycle.
13. Sustainable Progress
14. We incorporate environmental responsibility, workforce safety, and responsible sourcing into all aspects of our business to support sustainable mobility.
LONG-TERM STRATEGIC OBJECTIVES
Tejascore's long-term strategic objectives are centered on building a scalable, globally integrated automotive-technology group capable of serving OEMs across multiple vehicle platforms and geographies. Our strategy is designed to create a diversified portfolio of electronics, mechatronics, plastics, embedded software, and smart-cabin systems supported by strong engineering, manufacturing, and supply-chain capabilities. Over the next several years, the Company intends to pursue the following long-term objectives:
- Establish Tejascore as a Multi-Continent Tier-1 Automotive Supplier
- We aim to create a group with manufacturing and engineering capabilities in India, supported by our corporate and governance functions in the United States, enabling the Company to supply major OEMs across passenger, electric, commercial, off-highway, and two-wheeler segments with consistent quality and service.
- Build a Full-Stack Smart Cabin and Vehicle Electronics Platform
- Tejascore intends to combine advanced electronics, instrument clusters, body controllers, gateway ECUs, sensors, and plastic interior components into an integrated product suite that strengthens our position in the rapidly evolving connected-vehicle and software-defined-vehicle markets.
- Accelerate Growth Through Strategic Acquisitions and Integration
Tejascore intends to continue evaluating additional acquisitions that enhance technology depth, expand geographic reach, or strengthen vertical integration.
- Deliver Operational Synergies Across the Group
- Post-acquisition integration is focused on realizing synergies in procurement, engineering, shared services, tooling, supply chain, quality systems, and automation. The Company aims to reduce cost structures, increase operating leverage, and enhance profitability across all acquired businesses.
- Expand Engineering and R&D Capabilities Across Key Technology Domains
- Tejascore plans to invest in embedded software, electronics design, cybersecurity, functional safety, acoustics, plastics engineering, and digital validation to support next-generation automotive programs. Our objective is to build a multinational engineering network capable of delivering advanced solutions at scale.
- Strengthen Customer Relationships and Broaden OEM Access
- The Company intends to leverage the combined customer base of the acquired entities, spanning leading Indian and European OEMs, to expand into new programs, secure additional nominations, and deepen participation in long-term product roadmaps across global automakers.
- Enhance Vertical Integration for Cost, Quality, and Supply-Chain Control
- Achieve Sustainable, Scalable Financial Growth
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- The Company targets long-term revenue expansion through increased capacity utilization, new product introductions, entry into premium and EV segments, and improved margin profiles driven by synergies, localization, and disciplined capital deployment.
- Strengthen Compliance, Governance, and Global Operating Standards
- Tejascore aims to establish a robust governance framework that aligns U.S. regulatory expectations with international manufacturing and engineering operations, including strict adherence to automotive quality certifications, labor standards, cybersecurity requirements, and ESG commitments.
- Position Tejascore for Future Capital-Market Opportunities. As the Company scales operations and consolidates acquired businesses, management aims to build a financial and governance profile appropriate for future uplisting or additional capital-raising initiatives in U.S. or global markets.
POSITIONING IN THE GLOBAL SMART CABIN AND VEHICLE ELECTRONICS MARKET
Tejascore seeks to position itself as an emerging platform in the smart-cabin and vehicle-electronics domain, an industry undergoing rapid transformation driven by electrification, connectivity, digital interfaces, sensor integration, and the transition toward software-defined vehicles. Through its two probable acquisitions, a consolidated 51% interest in Alpha Maier India and a 39.51% non-controlling equity method interest in Marelli UM India, Tejascore is assembling complementary capabilities in automotive electronics and interior plastics that align with technological shifts shaping the automotive market. The Company believes that combining electronics, embedded software, body controllers, and gateway modules (accessed through its equity method investment in Marelli UM) with interior plastics and structural components (through its consolidated subsidiary Alpha Maier) may, over time, allow it to participate in high-growth product categories expected to feature in future vehicle architectures. Industry trends, including the move toward panoramic digital displays, centralized domain controllers, enhanced HMI functionality, and lightweight modular interiors, underscore the increasing value of smart-cabin systems within the overall vehicle bill of materials. The Company's ability to combine its electronics exposure with its plastics manufacturing into more integrated offerings is limited by its non-controlling position in Marelli UM, and any such coordination would depend on the cooperation of Marelli UM and its controlling shareholder. Tejascore aspires, over the longer term and subject to future acquisitions, to broaden this positioning. Marelli UM India provides exposure to automotive electronics in one of the world's largest mobility markets, and Alpha Maier adds structural plastics and interior components in India. Macro trends favor suppliers with cross-domain expertise, robust R&D capabilities, scalable manufacturing, and the ability to support OEMs through long product lifecycles; descriptions of Tejascore as a multi-continent, vertically integrated Tier-1 supplier reflect a long-term aspiration contingent on future acquisitions and development rather than the Company's position upon completion of the two probable acquisitions. Proposed Acquisitions and Transaction Status
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The Company's business strategy is focused on the acquisition of operating businesses in the automotive electronics and systems sector. As of the date of this Offering Circular, the Company has not completed any acquisitions and does not own or control any operating subsidiaries. In furtherance of its acquisition strategy, the Company, together with its Indian subsidiary, has entered into agreements to sale dated July 16, 2026 with respect to the proposed acquisitions, together with the second tranche purchase instrument with UM Automotive Private Limited. These agreements set forth the commercial terms, valuation parameters, transaction structures, governance concepts, and timelines, and include binding provisions, such as exclusivity, confidentiality, escrow deposits, cost-related obligations, governing law, and dispute resolution provisions. Notwithstanding the execution of these agreements, the proposed acquisitions have not closed and remain subject to the satisfaction of the conditions to closing and the completion of related transaction documents. The consummation of any acquisition is further subject to the completion of confirmatory legal, financial, tax, operational, and technical due diligence; completion of the post-closing audit and price adjustment mechanics (including escrow arrangements and contingent consideration); receipt of required regulatory approvals and third-party consents (which may include consents from lenders, joint-venture partners, customers, suppliers, licensors, or other counterparties); satisfaction or waiver of customary and transaction-specific closing conditions; and the availability of financing sufficient to fund acquisition consideration, transaction expenses, and post-closing working capital and integration requirements. Certain of the proposed transactions contemplate multi-stage or phased ownership structures, investment vehicles, or governance arrangements that may not result in immediate control or full consolidation of the target businesses. As a result, even if one or more acquisitions are consummated, the Company's ability to exercise control over operations, influence strategic decisions, access cash flows, or fully consolidate the financial results of the acquired businesses may be subject to contractual, legal, or structural limitations. The terms, structure, timing, and scope of the proposed acquisitions may change as a result of diligence findings, negotiations between the parties, market conditions, regulatory developments, or financing considerations, and the Company may elect to modify, defer, or discontinue one or more transactions. Accordingly, there can be no assurance that the conditions to closing will be satisfied or that any proposed acquisition will be consummated on the terms currently contemplated, within the anticipated timeframe, or at all. If the Company is unable to consummate one or more proposed acquisitions, or if fewer than all contemplated acquisitions are completed, the Company may remain without operating subsidiaries or operating revenues for an extended period and may be required to revise its business strategy, seek additional capital, or continue to incur operating and transaction-related expenses without corresponding operating cash flows.
TEJASCORE'S CURRENT BUSINESS MODEL
Overview of Operations Prior to Acquisitions
Prior to the completion of the proposed acquisitions, Tejascore Techsystems Inc. operates as a newly formed U.S. holding company without independent manufacturing, engineering, or revenue-generating operations. The Company's activities to date have primarily consisted of corporate formation, development of its strategic business plan, initiation of regulatory filings, engagement with transaction advisors, and due diligence related to its two probable acquisitions of established automotive-technology businesses in India, together with the evaluation of a possible future acquisition in Germany. As of the date of this Offering Circular, Tejascore does not design, manufacture, or sell automotive products or services directly. The Company has no operational facilities, production assets, tooling, R&D centers, or supply-chain relationships under its own management. Instead, Tejascore was intentionally structured as a clean, debt-free parent entity capable of acquiring a controlling interest in one operating company and a significant equity method interest in another, and of pursuing additional acquisitions over time.
The Company's pre-acquisition operations have focused on:
- Strategic planning and corporate governance setup, including U.S. compliance, board formation, and regulatory readiness.
- Evaluation of acquisition targets aligned with the Company's technology and expansion strategy.
- Financial modeling and capital allocation planning to support the acquisition program.
- Negotiation of proposed acquisition terms and transaction frameworks.
- Preparation for integration, including future organizational design, management oversight, and an operating model for a multi-geography group.
- Regulation A Tier 2 offering preparation, including drafting of this Offering Circular and related financial and legal documentation.
Tejascore has deliberately maintained a streamlined pre-acquisition structure to enable efficient integration of Alpha Maier Private Limited as a consolidated subsidiary, and coordination with Marelli UM Electronic Systems Private Limited as an equity method investee, into its corporate framework following the closing of the two probable acquisitions. The Company's operational profile is expected to change substantially after completion of the probable acquisitions, at which point Tejascore will begin managing automotive-electronics and component businesses in India, with the potential to expand through internal development and further acquisitions.
EXISTING PRODUCTS, SERVICES, AND TECHNOLOGY ASSETS
Prior to the completion of the proposed acquisitions, Tejascore Techsystems Inc. does not design, manufacture, or commercialize any automotive products, nor does it possess standalone technology assets, intellectual property portfolios, or proprietary engineering platforms. The Company does not currently generate revenue from the sale of goods or the provision of services, and it does not maintain any production tooling, design infrastructure, software assets, or operational processes that are typically associated with automotive Tier-1 suppliers.
Tejascore's existing assets consist primarily of:
- Its U.S. corporate entity and governance structure, established to support multi-jurisdictional operations and U.S. regulatory reporting requirements.
- Strategic plans and internal frameworks for integrating and managing automotive-electronics and component businesses following acquisition.
- Preliminary intellectual capital, including market analyses, business-model design, and technology roadmaps intended for future deployment across acquired entities.
- Transaction-related documentation and due diligence materials, including operational assessments, financial analysis, and legal reviews of the target companies.
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The Company does not currently hold patents, proprietary software, engineering toolchains, or manufacturing technologies in its own name. All operational assets relevant to Tejascore's long-term strategy, including instrument-cluster technologies, body electronics, sensor systems, mechatronic assemblies, plastics molding capabilities, and associated engineering know-how, reside within the Target Companies that Tejascore plans to acquire. Following the acquisitions, Tejascore expects to consolidate these operational and technology assets into a single integrated platform, enabling coordinated product development, supply-chain management, and strategic execution across multiple global markets.
CURRENT MARKET POSITIONING
Prior to the completion of the proposed acquisitions, Tejascore Techsystems Inc. functions primarily as a strategic holding company and does not yet participate directly in the automotive electronics, mechatronics, or plastics manufacturing markets. As such, the Company does not currently supply products to automotive OEMs, Tier-1 suppliers, or aftermarket channels, and it does not presently maintain a market share in any automotive product category. Tejascore's current market position is therefore defined by its status as an emerging platform preparing to enter the industry through targeted acquisitions rather than through legacy operations. Despite the absence of active operations, Tejascore has positioned itself for entry into the automotive technology market through two probable acquisitions of established businesses in India: a 51% controlling interest in Alpha Maier Private Limited, to be accounted for as a consolidated subsidiary, and a 39.51% non-controlling interest in Marelli UM Electronic Systems Private Limited, to be accounted for under the equity method. These acquisitions are expected to provide Tejascore with access to:
- Recognized Tier-1 and Tier-2 supplier relationships through the acquired entities;
- Established OEM relationships across India and, through the acquired entities' existing customers, in other automotive markets;
- Established manufacturing capabilities within India's automotive ecosystem;
- Proven, in-production product portfolios, including instrument clusters, body control modules, gateways, and automotive plastics and molded components;
- Engineering and validation capabilities developed over several years by the Target Companies; and
- A customer base spanning passenger vehicles, two-wheelers, EV manufacturers, and commercial vehicles.
The Company's access to Marelli UM's capabilities and customer relationships will be through a non-controlling equity method investment, and the Company will not control Marelli UM's operations or commercial decisions. As the two probable acquisitions are completed, Tejascore expects its market positioning to transition from a non-operational holding company toward a vertically integrated automotive technology group focused on India, with the potential to expand its geographic and technological footprint through internal development and further acquisitions. The Company believes this structure will enable it to participate in high-growth segments such as:
- Smart cabin electronics;
- Digital instrument clusters;
- Body electronics and gateway controllers;
- Sensors and mechatronics; and
- EV electronics and lightweight interior components.
Tejascore's market positioning following the acquisitions will therefore be defined not by its historical operations but by the combined capabilities, customer access, and technology assets of the businesses it acquires and, where applicable, the businesses in which it holds an equity method interest.
CURRENT REVENUE MODEL (PRE-ACQUISITION)
As of the date of this Offering Circular, Tejascore Techsystems Inc. does not generate revenue from manufacturing operations, product sales, engineering services, licensing arrangements, or any other commercial activity. The Company has not commenced operations and does not yet maintain customer contracts, supply agreements, or production assets capable of generating revenue. Tejascore's current financial profile reflects only corporate-level expenditures associated with formation, strategic planning, regulatory preparation, advisory engagements, and preliminary acquisition-related activities. The Company's pre-acquisition revenue model is therefore limited to non-operational status, with no active income streams. Tejascore has been intentionally structured as a clean holding entity to efficiently acquire and consolidate operating businesses without inheriting legacy commercial obligations or historical liabilities. Following the completion of the proposed acquisitions, Tejascore's revenue model is expected to transform significantly. Revenue will be derived primarily from the operations of the acquired entities, whose business activities include the design, manufacture, and supply of:
- Automotive electronics such as instrument clusters, hybrid and digital displays, body control modules, gateway ECUs, and telematics-adjacent systems;
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- Mechatronic and sensor-based components, acoustics modules, and high-precision interior electronics;
- Injection-molded plastics, interior trims, housings, bezels, and structural components used in smart-cabin systems.
Post-acquisition, Tejascore anticipates its revenue profile to include:
- Direct OEM program revenues from long-term production awards across India and Europe;
- Electronics and HMI system revenues tied to vehicle model lifecycles;
- Mechatronic and sensor sales for both high-volume and premium vehicle segments;
- Plastics and interior component revenues supporting instrument clusters and cabin modules;
- Engineering, design, validation, and change-request revenues where applicable under customer contracts.
Until these acquisitions are consummated, Tejascore remains a non-operational entity without active revenue and relies on equity financing to execute its strategic growth plan.
STRATEGIC RATIONALE FOR THE ACQUISITIONS
OVERVIEW OF ACQUISITION STRATEGY
Tejascore Techsystems Inc. is pursuing an acquisition strategy designed to establish the Company as an automotive-technology group with capabilities across electronics and engineered plastics, with the longer-term aspiration of expanding into a broader, more integrated smart-cabin and vehicle-electronics platform. Rather than developing manufacturing operations organically, Tejascore intends to accelerate market entry, scale, and technological relevance by acquiring established businesses with proven product portfolios, long-standing OEM relationships, and operational footprints in key automotive hubs.
The Company's acquisition strategy focuses on identifying target companies that provide complementary capabilities. Tejascore is prioritizing businesses that offer:
- Advanced electronics and embedded systems, including instrument clusters, body control modules, gateways, and digital displays;
- Plastics, housings, and structural interior components, which are important for smart-cabin integration;
- Established revenue streams from leading OEMs across passenger vehicles, EVs, commercial vehicles, and two- and three-wheelers;
- Scalable manufacturing footprints with strong quality certifications; and
- Engineering talent and product-development capabilities aligned with the shift toward connected an and software-defined vehicles. The Company's two probable acquisitions are a 51% controlling interest in Alpha Maier Private Limited (India), which would be accounted for as a consolidated subsidiary, and a 39.51% non-controlling interest in Marelli UM Electronic Systems Private Limited (India), which would be accounted for under the equity method. These companies were selected after evaluation of their strategic fit, product relevance, customer access, financial profiles, and long-term potential. Together, they are intended to provide a foundation for Tejascore to enter the automotive supply chain in India, combining electronics capabilities (accessed through the Company's equity method investment in Marelli UM) with plastics and interior-component manufacturing (through its consolidated subsidiary Alpha Maier). Because the Company will hold only a non-controlling interest in Marelli UM, it will not control that company's operations or commercial decisions, and its ability to integrate the two businesses into a single offering will be limited accordingly. Accordingly, descriptions of Tejascore as a multi-continent, vertically integrated, or full-stack supplier reflect a long-term aspiration contingent on future acquisitions and development, not the Company's position upon completion of the two probable acquisitions. Tejascore intends to use the proceeds from this Regulation A offering, together with potential follow-on financing, to complete the two probable acquisitions, strengthen working capital, invest in modernization and automation at the operations it controls, and integrate its consolidated subsidiary, while coordinating with its equity method investee to the extent its non-controlling position permits. There can be no assurance that the Company will complete the acquisitions or achieve its strategic objectives.
WHY MARELLI UM INDIA STRENGTHENS ELECTRONICS CAPABILITY
The acquisition of Marelli UM Electronic Systems Pvt. Ltd. ("Marelli UM India") is a foundational component of Tejascore's strategy to establish a dominant position in automotive electronics and smart-cabin technologies. Marelli UM India provides immediate entry into one of the fastest-growing automotive electronics markets globally and brings capabilities that would require multiple years and significant investment to build organically. The Company believes that Marelli UM India strengthens Tejascore's electronics platform in the following strategic ways:
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1. Direct Access to High-Value Automotive Electronics Segments
Marelli UM India designs and manufactures critical electronic modules, including digital and hybrid instrument clusters, body control modules, gateway ECUs, and driver-display systems, product categories that represent rapidly growing content per vehicle across internal combustion, hybrid, and electric platforms.
2. Established OEM Customer Base With Long-Cycle Program Awards
Marelli UM India has longstanding relationships with major Indian automotive OEMs and supplies electronics across multiple vehicle categories. These relationships provide Tejascore with immediate revenue streams and program visibility tied to multi-year vehicle platforms.
3. Fully Developed SMT, THT, and Automotive-Grade Manufacturing Infrastructure
The company operates validated electronics manufacturing systems including SMT placement lines, THT processes, automated inspection, end-of-line testing, and IATF-certified quality management, capabilities that form the backbone of Tier-1 electronics supply.
4. Embedded Software and Calibration Capabilities
Marelli UM India brings embedded-software development, diagnostics, calibration, and CAN-based integration capabilities essential for modern HMI, cluster, and body-electronics applications. These software competencies are increasingly strategic as OEMs shift toward software-defined architectures.
5. Engineering Talent and Program-Management Expertise
With an experienced engineering team skilled in electronics design, validation, PPAP, EMC/EMI compliance, and OEM program execution, the business significantly enhances Tejascore's ability to manage complex electronics programs and respond to OEM technical requirements.
6. Strategic Positioning in India's High-Growth Automotive Market
India is emerging as a global hub for automotive electronics due to rising digital content in vehicles, domestic demand growth, and increasing export programs. Marelli UM India positions Tejascore to participate directly in this expansion.
7. Platform Synergy With Future Group Companies
8. Accelerated Time-to-Market for Tejascore's Product Strategy
Acquiring an already operational and OEM-approved electronics supplier enables Tejascore to enter production programs much faster than building new capabilities, reducing development timelines and accelerating revenue generation.
9. Foundation for a Multi-Continent Electronics R&D Network
Tejascore may seek to coordinate with Marelli UM India's engineering teams to support electronics development. Because Tejascore would hold only a 39.51% non-controlling interest in Marelli UM India and would not control that company, any such collaboration would depend on the cooperation of Marelli UM India and its controlling shareholder and cannot be assured.
WHY ALPHA MAIER STRENGTHENS PLASTICS AND INTERIORS INTEGRATION
The proposed acquisition of Alpha Maier Pvt. Ltd. ("Alpha Maier") forms the third critical pillar of Tejascore's integrated automotive-technology platform. Alpha Maier provides the plastics, housings, interior-structure, and precision-molding capabilities required to support and complete Tejascore's end-to-end smart-cabin and electronics strategy. The Company believes that Alpha Maier strengthens the group's long-term competitiveness in the following strategic ways:
ESSENTIAL PLASTICS CAPABILITIES FOR SMART-CABIN SYSTEMS
Many of the high-growth electronics components Tejascore will produce, such as digital clusters, hybrid displays, BCMs, sensors, and gateway modules, require precision-molded housings, bezels, frames, light guides, and interior trims. Alpha Maier provides these core plastics capabilities in-house, enabling full product integration rather than reliance on external suppliers.
VERTICAL INTEGRATION THAT REDUCES COST, COMPLEXITY, AND LEAD TIMES
- reliance on third-party plastics vendors
- cost volatility in molds and housings
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- logistics complexity and delays
- quality-risk from multi-part supply chains
- need for repeated design-tool validation with external molding partners
Vertical integration is a major competitive advantage in the automotive smart-cabin market.
STRONG POSITION IN CRITICAL INTERIOR COMPONENTS
Alpha Maier manufactures components essential to dashboard and interior systems, such as:
- instrument cluster housings
- dashboard trims and bezels
- decorative and functional interior plastics
- precision-molded structural parts
- connector housings and electronics enclosures
Established Customer Relationships in India's Growing Automotive Market
Alpha Maier supplies leading Indian OEMs and Tier-1 suppliers, giving Tejascore access to:
- large-volume assemblies in India
- domestic OEM model refreshes
- cost-sensitive EV and mobility platforms
- growing demand for localized plastics content in vehicles
This aligns with India's status as one of the fastest-growing auto markets globally.
CAPACITY TO LOCALIZE HIGH-VOLUME PLASTICS FOR ELECTRONICS PROGRAMS
India's OEMs increasingly demand:
- domestic plastics production
- lower tooling and part costs
- shorter lead times
- flexible scale-up capability
Alpha Maier enables Tejascore to localize high-volume housing and trim components instead of importing plastics from Europe or China.
ENHANCED CONTROL OVER DESIGN-TO-PRODUCTION LIFECYCLE
With plastics in-house, Tejascore can integrate:
- early design collaboration
- DFM (Design for Manufacturing) optimization
- fast prototyping
- mold development
- iterative improvements
- synchronized PPAP
- consistent fit-and-finish quality
This improves engineering efficiency and accelerates program launch timelines.
SEAMLESS MECHANICAL INTEGRATION WITH ELECTRONICS AND SENSORS
Electronics and sensors require:
- precision alignment
- structural isolation
- thermal management
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- vibration damping
- optical clarity for displays
Alpha Maier's molded housings are integral for the mechanical reliability of:
- digital instrument clusters
- hybrid displays
- BCMs and gateways
- air-quality sensors
- acoustic modules
This integration boosts Tejascore's ability to offer fully packaged modules rather than standalone electronics.
Strengthening Tejascore's Ability to Bid for Full Modules Instead of Single Components
OEMs prefer suppliers that can deliver:
- full dashboard modules
- complete cluster assemblies
- integrated electronics + plastics packages
- multi-part interior kits
By acquiring Alpha Maier, Tejascore becomes a one-stop solution, significantly increasing its competitiveness in future RFQs and program nominations.
IMPROVED MARGIN PROFILE THROUGH INTERNALIZED HOUSINGS AND PLASTICS
Margins are higher when:
- electronics are paired with plastics
- supply-chain dependencies are reduced
- cost-down cycles are absorbed internally
Alpha Maier enhances Tejascore's margin resiliency and cost competitiveness.
STRATEGIC FIT WITHIN THE TEJASCORE GROUP
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The two probable acquisitions combine automotive electronics capabilities (through the Company's equity method investment in Marelli UM India) with plastics and interior-component manufacturing (through its consolidated subsidiary Alpha Maier India), supporting Tejascore's strategy of building toward an integrated smart-cabin and vehicle-electronics platform. Because the Company will hold only a non-controlling interest in Marelli UM, it will not control that company's operations.
How the Two Probable Acquisitions Advance Tejascore's Integrated-Supplier Strategy
The two probable acquisitions, a 51% controlling interest in Alpha Maier Private Limited (India), to be accounted for as a consolidated subsidiary, and a 39.51% non-controlling interest in Marelli UM Electronic Systems Private Limited (India), to be accounted for under the equity method, are intended to advance Tejascore Techsystems Inc.'s strategy of building toward an integrated supplier of automotive electronics, interior systems, and precision plastics for OEMs. Individually, each target offers specialized capabilities; together, they combine automotive electronics with plastics and interior-component manufacturing. Because the Company will hold only a non-controlling interest in Marelli UM, it will not control that company's operations or commercial decisions.
Product Capability Across Electronics and Plastics
| Capability | Contributed By | Strategic Strength |
| Electronics & Embedded Systems | Marelli UM India (equity method investment) | Clusters, body control modules, gateways, displays, embedded software |
| Plastics & Structural Components | Alpha Maier India (consolidated subsidiary) | Housings, trims, bezels, structural parts |
Combining Electronics and Plastics into Modules
Modern OEMs increasingly prefer suppliers who can deliver assembled, validated, ready-to-install systems, such as complete instrument cluster assemblies and digital display modules with integrated housings. Through the two probable acquisitions, Tejascore would have access to automotive electronics (through its equity method investment in Marelli UM) and to the structural plastics that house them (through its consolidated subsidiary Alpha Maier), which may support the delivery of more integrated solutions and reduce dependence on certain third-party suppliers. The Company's ability to coordinate these capabilities will be limited by its non-controlling position in Marelli UM.
Manufacturing Footprint in India
Through the two probable acquisitions, Tejascore would obtain electronics capabilities and plastics and molding facilities within India's automotive ecosystem, enabling participation in Indian OEM platforms and, through the acquired entities' existing customer relationships, in certain export and other programs.
Diversified OEM Customer Base
Together, the two Indian companies supply OEMs across passenger vehicles, two-wheelers and three-wheelers, EV manufacturers, and commercial vehicles, which may reduce customer concentration relative to a single-company business.
Combined Engineering Capabilities
The two probable acquisitions bring together embedded software and electronics design capabilities (at Marelli UM India) and plastics engineering and design-for-manufacture capability (at Alpha Maier India). The Company believes these complementary domains may, over time, support cross-functional problem-solving for OEM programs, recognizing that engineering coordination with Marelli UM will be constrained by the Company's non-controlling interest.
Potential Synergies and Cautionary Note
The Company anticipates that the two probable acquisitions may, over time, generate technology, operational, and financial synergies, including potential procurement efficiencies, the ability to bid for more integrated modules combining electronics and plastics, and improved cost structures through partial vertical integration. The realization of any such synergies is uncertain, may take longer or cost more than anticipated, and is significantly constrained by the fact that Marelli UM will be a non-controlled equity method investee whose operations, procurement, and commercial decisions remain with its controlling shareholder. There can be no assurance that any anticipated synergies will be achieved.
A Foundation for Future Growth
Any such expansion is subject to the availability of capital, suitable opportunities, and the other conditions and risks described in this Offering Circular.
Post-Acquisition Business Model
Product Portfolio
Following the completion of the two probable acquisitions, Tejascore would operate with a product portfolio spanning automotive electronics and molded interior components. This portfolio would combine the electronics capabilities of Marelli UM India, in which the Company would hold a 39.51% non-controlling interest accounted for under the equity method, with the plastics and molding operations of Alpha Maier India, which would be a consolidated subsidiary. Electronics such as digital and hybrid instrument clusters, body control modules, gateway controllers, display systems, and embedded-software platforms could be paired with structurally robust plastic enclosures manufactured by Alpha Maier, supporting OEM requirements for integrated electronics modules, lightweight materials, and improved ergonomics. Because the Company will not control Marelli UM, its ability to coordinate these capabilities into combined offerings will be limited.
Manufacturing and Engineering Footprint
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Upon completion of the two probable acquisitions, Tejascore would operate, directly and through its equity method investment, within a manufacturing and engineering footprint located in India, combining the electronics production capabilities of Marelli UM India with the plastics and molding infrastructure of Alpha Maier India. Marelli UM India operates an automotive-grade electronics manufacturing facility equipped with SMT, THT, automated inspection, functional testing, and embedded-software development teams supporting Indian and export programs; however, that facility is operated by Marelli UM, which the Company will not control. Alpha Maier's plastics facilities in India add high-volume injection molding, tool-development capability, design-for-manufacturability expertise, and production of structural interior components. These capabilities are intended to support product development activities in India, from molding and electronics assembly to validation and series production, although the Company's ability to integrate activities at Marelli UM will be constrained by its non-controlling position. Tejascore's U.S. office would provide corporate, governance, and capital-markets functions rather than manufacturing.
OEM Customer Base
Following the completion of the two probable acquisitions, Tejascore would benefit from access to a diversified OEM customer base in India across multiple vehicle segments. Marelli UM India has relationships with major Indian passenger-vehicle manufacturers, two-wheeler and three-wheeler OEMs, and emerging EV producers, supported by multi-year electronics programs for instrument clusters, body controllers, and gateway systems; this access would be through the Company's non-controlling equity method investment. Alpha Maier supplies molded interior components, housings, and structural plastics to leading Indian OEMs and Tier-1 suppliers. Together, these customer networks span mass-volume, value-driven segments in the Indian market, which may reduce dependence on any single customer or segment.
Market Strategy
Following the completion of the two probable acquisitions, Tejascore intends to pursue a growth strategy focused on India, leveraging the customer relationships and product specializations of the two Indian businesses. In India, the Company plans to build scale through Marelli UM India's electronics business (held through an equity method investment) and Alpha Maier's plastics operations, targeting increased penetration in passenger vehicles, two- and three-wheeler platforms, and the domestic EV segment. Tejascore's U.S. headquarters would serve as the strategic, compliance, and investor-relations hub. Over time, the Company may seek to expand its geographic footprint and product capabilities through internal development and further acquisitions. This strategy is intended to support revenue diversification within India, though there can be no assurance that it will succeed.
Localization, Scale, and Vertical-Integration Considerations
The two probable acquisitions are intended to provide Tejascore with advantages in localization, scale, and partial vertical integration in India. Through Alpha Maier (as a consolidated subsidiary) and its access to Marelli UM (as an equity method investee), Tejascore would have access to cost-efficient, high-volume manufacturing for plastics and to electronics capabilities, which may enable OEMs to localize certain cockpit and body-electronics modules and may enhance export competitiveness. Combining electronics and molded plastics across the group may allow the Company to coordinate certain design, tooling, and validation activities and to pursue procurement efficiencies in areas such as resins, mechanical parts, and tooling. There can be no assurance that the anticipated localization, scale, or vertical-integration benefits will be realized.
EXPECTED COMPETITIVE POSITIONING
Upon completion of the two probable acquisitions, Tejascore would seek to develop competitive positioning as an emerging supplier by combining the automotive electronics capabilities accessed through its equity method investment in Marelli UM India with the plastics and interior-structure expertise of its consolidated subsidiary Alpha Maier India. This combination is intended to allow the Company, over time, to offer OEMs more integrated cluster-and-housing solutions rather than isolated components, consistent with the procurement preferences of automakers that increasingly seek validated, ready-to-install sub-systems.
The Company's ability to coordinate these capabilities is limited by the fact that it will hold only a 39.51% non-controlling interest in Marelli UM and will not control that company's operations or commercial decisions. Accordingly, descriptions in this Offering Circular of Tejascore as a vertically integrated, multi-continent, or full-stack Tier-1 supplier reflect a long-term aspiration contingent on future acquisitions and internal development, and not the Company's position upon completion of the two probable acquisitions. There can be no assurance that Tejascore will achieve Tier-1 positioning.
PRODUCTS AND TECHNOLOGY ROADMAP
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Following completion of the two probable acquisitions, Tejascore's product exposure would be anchored by Marelli UM India's electronics capabilities, accessed through an equity method investment, which include analog, hybrid, and fully digital instrument clusters, high-resolution TFT display modules, body control modules, gateway ECUs, telematics-adjacent electronics, and embedded software for CAN, LIN, and emerging domain-controller architectures. Alpha Maier India, as a consolidated subsidiary, would contribute the structural housings, bezels, light guides, interior trims, and precision-molded enclosures required for integrated cluster assemblies, cockpit displays, and interior modules. The Company's technology roadmap emphasizes next-generation digital cockpits with larger and multi-screen displays, advanced HMI, and improved optical performance; gateway and body controllers supporting zonal and domain architectures; and lightweight structural plastics engineered for EV platforms. Tejascore intends to support investment, primarily at its consolidated subsidiary and through collaboration with its equity method investee where feasible, in embedded software development, cybersecurity and functional-safety alignment (including ISO 26262 and ISO/SAE 21434), and model-based design environments. The roadmap described above is forward-looking, depends on the Company's non-controlling position at Marelli UM and on capital availability, and may not be realized.
RESEARCH AND DEVELOPMENT STRATEGY
Tejascore's research and development strategy focuses on the capabilities of its two probable acquisitions in India: the electronics and embedded-software engineering accessed through its equity method investment in Marelli UM India, and the design-for-manufacturing and plastics-engineering strengths of its consolidated subsidiary Alpha Maier India, with U.S.-based strategic and compliance oversight. Because Tejascore will not control Marelli UM, its ability to direct that company's R&D is limited, and coordination will depend on the cooperation of Marelli UM and its controlling shareholder. The Company intends to support development of cost-efficient electronics designs for clusters, body control modules, gateways, and embedded systems, and the design of structural housings, bezels, light guides, and complex molds optimized for tight-tolerance electronics integration. Tejascore expects to enhance embedded-software capabilities for HMI, LIN/CAN/FlexRay/Ethernet architectures, cybersecurity hardening, OTA readiness, AUTOSAR-compliant development, diagnostics, and EV-specific control logic, and to expand laboratory and validation infrastructure in India for EMC/EMI testing, environmental simulation, reliability testing, and ECU-level validation aligned with IATF 16949, applicable Indian standards, ISO 26262, and ISO/SAE 21434. These initiatives are forward-looking and may not be realized.
MANUFACTURING STRATEGY
Tejascore's manufacturing strategy centers on the India-based capabilities of its two probable acquisitions: the electronics assembly capabilities of Marelli UM India (accessed through an equity method investment and operated by Marelli UM, which the Company will not control) and the plastic injection molding and tool-making operations of its consolidated subsidiary Alpha Maier India. The Company intends, to the extent of its control and influence, to support standardized operating procedures, quality benchmarks, and product lifecycle management consistent with IATF 16949, ISO 9001, ISO 14001, and applicable regional requirements, and to support automation in areas such as molding, inspection, and functional testing. Because the Company will not control Marelli UM, its ability to direct manufacturing practices at that company is limited, and any harmonization will depend on the cooperation of Marelli UM and its controlling shareholder. The Company plans to rationalize procurement of resins, mechanical parts, and tooling at its consolidated operations to improve bargaining leverage and supply resilience. These manufacturing objectives are forward-looking and may not be achieved.
SALES, MARKETING, AND OEM ENGAGEMENT MODEL
Tejascore intends to pursue OEM engagement focused on the Indian market, supported by its U.S. headquarters for corporate governance, strategy, and investor relations. The Company expects to engage OEMs through technical collaboration beginning at the concept and feasibility stage, and to deploy program-management teams that interface with OEM engineering, sourcing, and quality functions. In India, the Company will seek to expand relationships with passenger-vehicle, two-wheeler, three-wheeler, and EV OEMs by offering locally manufactured plastics solutions through its consolidated subsidiary Alpha Maier and, where the Company's non-controlling position at Marelli UM permits coordination, by supporting bundled cluster-and-housing offerings.
REVENUE MODEL AND GROWTH DRIVERS
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Following the two probable acquisitions, Tejascore's results would reflect the consolidation of Alpha Maier (as a 51% subsidiary, with a non-controlling interest for the 49% held by the existing minority shareholder) and the equity method recognition of the Company's 39.51% share of Marelli UM's results as a single line item. Revenue recognized in the Company's consolidated statements of operations would derive principally from Alpha Maier's plastics and molded-component programs; the Company's economic interest in Marelli UM's electronics programs would be reflected through equity in earnings or losses rather than as consolidated revenue. In India, growth may be supported by rising electronic and plastic content per vehicle, OEM transitions from analog to digital instrumentation, growth in two-wheeler and EV programs, and increased localization. Margin and scale benefits may arise from partial vertical integration between electronics and plastics, although the degree achievable is limited by the Company's non-controlling position at Marelli UM. All forward-looking statements regarding revenue and growth are subject to the risks described in this Offering Circular, and there can be no assurance they will be achieved.
COMPETITIVE ADVANTAGES
Tejascore believes that, upon completion of the two probable acquisitions, its potential advantages would arise from combining automotive electronics capabilities (accessed through its equity method investment in Marelli UM India) with plastics and interior-structure manufacturing (through its consolidated subsidiary Alpha Maier India), which over time may support more integrated cluster-and-housing offerings, partial cost control through vertical integration in India, and access to a diversified Indian OEM customer base spanning passenger vehicles, two- and three-wheelers, and emerging EV manufacturers. These potential advantages are subject to important limitations. The Company will not control Marelli UM and cannot direct its operations, procurement, or commercial decisions. The Company faces competition from established Tier-1 suppliers with greater scale, resources, and global breadth. There can be no assurance that the Company will realize the advantages described.
INTELLECTUAL PROPERTY, LICENSING, AND TECHNOLOGY ACCESS
Tejascore, as a newly formed holding company, does not currently own patents or standalone proprietary platforms. Through the two probable acquisitions, the Company would obtain access to intellectual assets associated with the Indian targets, including, at its consolidated subsidiary Alpha Maier, tool designs, plastics DFM/DFMEA methodologies, and mold-specific know-how, and, through its equity method investment in Marelli UM, exposure to embedded-software and hardware-design frameworks (access to which will be subject to the Company's non-controlling position and to Marelli UM's existing arrangements with its controlling shareholder and technology partners). The Company intends to respect any pre-existing licensing obligations of the target companies and to formalize and expand its own intellectual-property estate over time, primarily at its consolidated subsidiary, including in areas such as cluster-housing architectures and lightweight EV interior structures. The Company's intellectual-property strategy will incorporate cybersecurity and data-security protocols consistent with ISO/SAE 21434 and applicable best practices.
HUMAN CAPITAL AND LEADERSHIP
Following the two probable acquisitions, Tejascore would have access to the workforces of its Indian targets. Alpha Maier, as a consolidated subsidiary, contributes a workforce skilled in plastics design, mold development, and high-volume injection molding. Marelli UM, in which the Company would hold a non-controlling equity method interest, employs electronics and software talent experienced in high-volume production and automotive-grade validation; however, Marelli UM's workforce would remain under the management of Marelli UM and its controlling shareholder, not Tejascore. The Company intends to deploy a leadership structure that combines local operational management at its consolidated subsidiary with centralized oversight from its U.S. management team, and to invest in talent retention and recruitment in areas such as software architecture, cybersecurity, and digital cockpit development. The Company will seek to comply with applicable labor, safety, and environmental standards in the jurisdictions in which it operates.
ESG AND SUSTAINABILITY STRATEGY
Tejascore intends to operate as a responsible company, integrating environmental stewardship, social responsibility, and strong governance across its operations in India and its corporate functions in the United States. At its consolidated subsidiary Alpha Maier, the Company intends to support environmental-management practices consistent with ISO 14001, including monitoring of emissions, resource consumption, and waste, increased use of recyclable and lightweight polymers, and reduction of hazardous materials, and to support worker safety, fair-employment practices, and supplier-code adherence. Governance will be overseen from the Company's U.S. structure, including policies on ethical conduct, anti-corruption, cybersecurity and data protection, related-party transactions, and transparent financial reporting, with board-level oversight of ESG matters. The Company's ability to direct ESG practices at Marelli UM is limited by its non-controlling position. Over time, the Company expects to publish ESG disclosures as part of its commitment to transparency. These intentions are forward-looking and subject to capital availability and the Company's degree of control.
FACILITIES AND GEOGRAPHIC FOOTPRINT
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Following the two probable acquisitions, Tejascore would operate, directly and through its equity method investment, within a footprint located in India, together with its corporate headquarters in the United States. Alpha Maier, as a consolidated subsidiary, contributes injection-molding facilities, tooling workshops, and plastics-material handling supporting the production of housings, bezels, structural interior parts, and precision-molded components. Marelli UM operates an automotive-grade electronics manufacturing facility in India with SMT, THT, automated inspection, functional testing, and embedded-software development; that facility is operated by Marelli UM, which the Company will not control, and the Company's interest in it is a non-controlling equity method investment. Tejascore's U.S. headquarters in Florida functions as the hub for corporate governance, strategic planning, investor engagement, and regulatory compliance, rather than manufacturing. The Company believes its current and accessible facilities are adequate for its present plans, recognizing that it does not control the Marelli UM facility.
SUPPLY CHAIN, PROCUREMENT, AND VENDOR ECOSYSTEM
Through its consolidated subsidiary Alpha Maier, Tejascore would have access to established supply chains for resins, molding compounds, mechanical subcomponents, metal inserts, and tooling, governed by vendor-qualification, quality-audit, and PPAP-validation practices. Through its equity method investment in Marelli UM, the Company would have indirect exposure to electronics supply chains for semiconductors, PCBs, and related components, although procurement decisions at Marelli UM remain with that company and its controlling shareholder. The Company intends to pursue procurement efficiencies and dual-sourcing for critical inputs at its consolidated operations, supported by ERP-based planning and traceability, and to maintain vendor-development programs to support localized sourcing in India.
QUALITY SYSTEMS AND COMPLIANCE FRAMEWORK
Tejascore intends to build its quality framework on the automotive-grade processes maintained by its Indian targets. At its consolidated subsidiary Alpha Maier, injection-molding and tooling operations follow standardized procedures for mold qualification, dimensional validation, flow and warpage analysis, cosmetic approval, and durability testing, consistent with ISO 9001 and, where applicable, IATF 16949-aligned practices and APQP, PPAP, FMEA, MSA, and SPC disciplines. Marelli UM maintains its own quality systems for electronics manufacturing; because the Company will not control Marelli UM, the Company's ability to direct those systems is limited and will depend on cooperation. The Company intends to support functional-safety and cybersecurity processes aligned with ISO 26262 and ISO/SAE 21434 for electronics and software-intensive modules where it has the ability to do so, and to align with applicable environmental and labor regulations in India. Over time, the Company intends to support digital quality tools at its consolidated operations. These objectives are forward-looking and may not be fully realized.
INFORMATION TECHNOLOGY AND DIGITAL INFRASTRUCTURE
Tejascore intends to establish an IT and digital governance layer operating from its U.S. management hub, defining IT policies, cybersecurity protocols, data-governance standards, and access controls applicable to the operations it controls. At its consolidated subsidiary Alpha Maier, the Company intends to support MES, PLM, mold-design, and process-monitoring systems and to integrate them into a common engineering and reporting environment. The Company's ability to integrate Marelli UM's IT systems is limited by its non-controlling position, and any data exchange will depend on arrangements with Marelli UM and its controlling shareholder. Cybersecurity will be a core element of the Company's IT roadmap, with alignment to ISO/SAE 21434, secure coding practices, network segmentation in controlled manufacturing environments, and monitoring designed to protect proprietary software, calibration data, and confidential information. The Company expects to deploy management dashboards for financial, procurement, and program oversight at its controlled operations. These initiatives are forward-looking.
RISK MANAGEMENT AND INTERNAL CONTROLS
Tejascore intends to implement an enterprise risk-management and internal-controls framework overseen from its U.S. headquarters, applying consistent policies and controls to the operations it controls and aligning with U.S. regulatory expectations and applicable automotive requirements. At its consolidated subsidiary Alpha Maier, the Company intends to support operational risk assessments, PPAP/APQP compliance, supplier-quality audits, preventive maintenance, and engineering-change governance, together with standardized accounting policies, multi-level approvals, internal audit, segregation of duties, and treasury controls supporting accurate consolidated financial reporting under U.S. standards. Because the Company will hold only a non-controlling interest in Marelli UM, its internal controls cannot extend to that company's operations; the Company will instead rely on information provided by Marelli UM to apply the equity method and will be exposed to the risk that such information is incomplete or untimely, as described in the Risk Factors. The Company intends to maintain crisis-response and business-continuity protocols and to deploy a risk committee to monitor key risk indicators across its controlled operations.
CORPORATE GOVERNANCE STRUCTURE
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Tejascore's corporate governance is designed to support oversight of its operations from its U.S. headquarters and to comply with U.S. regulatory expectations. The Company intends to maintain a Board of Directors with relevant expertise and board-level committees addressing audit, risk, compensation, nomination, and ESG matters, supported by internal policies covering ethical conduct, anti-bribery and anti-corruption, conflicts of interest, whistleblower protection, related-party transaction approvals, and data governance. The Company intends to enforce U.S.-aligned internal controls, including delegation-of-authority matrices, multi-level approvals, independent internal audit, and standardized accounting procedures supporting transparent financial reporting. Operational governance will address its consolidated subsidiary Alpha Maier directly; with respect to Marelli UM, the Company's governance rights will be those of a 39.51% non-controlling shareholder, and it will not control that company. The Company intends to maintain shareholder communications and SEC-compliant financial reporting.
REGULATORY COMPLIANCE AND INDUSTRY CERTIFICATIONS
Tejascore intends to operate under a compliance framework incorporating the certifications and systems maintained by its Indian targets, including ISO 9001, ISO 14001, and, where applicable, IATF 16949-aligned practices at its consolidated subsidiary Alpha Maier, together with applicable Indian AIS/BIS requirements and U.S. governance norms. Functional-safety and cybersecurity alignment with ISO 26262 and ISO/SAE 21434 will be supported within product-development processes where the Company has the ability to do so. Regulatory oversight will be reinforced through internal audits, supplier-compliance programs, environmental-management systems, and adherence to labor, workplace-safety, and data-protection requirements in India.
CUSTOMERS AND KEY RELATIONSHIPS
Following the two probable acquisitions, Tejascore would have access to a diversified Indian OEM customer base. Through its consolidated subsidiary Alpha Maier, the Company supplies molded housings, cockpit plastics, interior trims, and structural components to automotive OEMs and Tier-1 suppliers. Through its non-controlling equity method investment in Marelli UM, the Company would have economic exposure to that company's relationships with Indian passenger-vehicle, two-wheeler, three-wheeler, and EV OEMs, supported by multi-year electronics programs; however, those customer relationships belong to Marelli UM, which the Company will not control. The Company intends to maintain and, where its degree of control and influence permits, expand these relationships through a key-account management approach. Over time, the Company expects its Indian customer base to provide a diversified demand foundation, subject to the risks described in this Offering Circular.
SEASONALITY
Tejascore's business, following the two probable acquisitions, is expected to exhibit seasonality consistent with the Indian automotive sector. Production volumes for plastics housings, interior components, and related electronics programs may fluctuate with OEM factory shutdowns for annual maintenance (most notably around April and December), festive-season demand cycles, and year-end inventory adjustments, and Indian automotive production tends to soften during the monsoon period and OEM retooling. Pre-launch prototype builds, PPAP, and start-of-production transitions may create uneven quarterly patterns. The Company intends to mitigate seasonality through diversified customer exposure within India and multi-year platform programs, but seasonality is nonetheless expected to influence production scheduling, working capital, and revenue recognition.
LEGAL PROCEEDINGS
Tejascore is not currently a party to any material legal proceedings. Following completion of the two probable acquisitions, the Company would consolidate Alpha Maier and would hold an equity method interest in Marelli UM. As described elsewhere in this Offering Circular, Marelli UM has reported a material uncertainty related to going concern. As part of its due diligence, Tejascore is reviewing each probable target's compliance records, labor matters, environmental obligations, warranty matters, tax assessments, and contingent liabilities. Based on currently available information, Tejascore believes there are no existing legal matters against the Company that would have a material adverse effect on its business, operations, or financial position.
PROPERTY AND REAL ESTATE
The Company's wholly owned Indian subsidiary, Tejascore Techsystem Private Limited, maintains its registered office at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India. Following the two probable acquisitions, Tejascore's property would consist of its leased U.S. headquarters at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, the registered office of its Indian subsidiary in Noida, together with the facilities of its consolidated subsidiary Alpha Maier in India (injection-molding facilities, tooling workshops, material-handling zones, and finished-goods storage, generally held under medium- to long-term lease arrangements). Marelli UM operates electronics manufacturing, testing, engineering, warehouse, and administrative facilities in India; because the Company will hold only a non-controlling interest in Marelli UM, those facilities are not controlled by the Company and would not be consolidated. The Company considers its controlled and corporate facilities to be adequate for its current requirements.
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INSURANCE
Tejascore currently maintains general liability insurance and, following completion of the two probable acquisitions, intends to maintain an insurance program covering its corporate operations and its consolidated subsidiary Alpha Maier, including property, equipment breakdown, business interruption, product liability, employer liability and workers' compensation, fire and safety, cyber liability, and transit coverage appropriate to plastics-molding operations (covering molding machinery, tooling assets, resin storage, and related risks). With respect to Marelli UM, insurance is maintained by that company; as a non-controlling investor, Tejascore does not control Marelli UM's insurance program but will review its adequacy as part of due diligence. The Company intends to review coverage periodically as its operations evolve.
MATERIAL AGREEMENTS
In connection with the two probable acquisitions, Tejascore, together with its Indian subsidiary, has entered into agreements to sale dated July 16, 2026 for the 51% interest in Alpha Maier and the 39.51% interest in Marelli UM, together with the second tranche purchase instrument with UM Automotive Private Limited, addressing consideration, closing conditions, representations and warranties, indemnities, and post-closing obligations, and will execute deeds of adherence binding it to the joint venture arrangements, particularly with respect to its position in Marelli UM. Each Indian target maintains supply agreements with automotive OEMs and Tier-1 customers and procurement agreements for materials and components; with respect to Alpha Maier, these would be consolidated, while with respect to Marelli UM they remain agreements of a company the Company will not control. The Company intends to honor applicable contractual obligations of its consolidated subsidiary and to review material agreements during integration. Real-estate leases for the controlled operations constitute additional material agreements.
REGULATORY APPROVALS FOR THE ACQUISITIONS
The two probable acquisitions of interests in Alpha Maier and Marelli UM are subject to Indian regulatory requirements, including filings under the Foreign Exchange Management Act (FEMA) and Reserve Bank of India regulations governing foreign direct investment, such as pricing guidelines, share-transfer reporting (including Form FC-TRS), and beneficial-ownership declarations, and may require approvals or notifications under India's Companies Act for share transfers and related corporate changes. In the United States, Tejascore must comply with SEC disclosure requirements applicable to this Regulation A offering, including disclosure of acquisition terms, financial statements, pro forma financial information, risk factors, and material agreements. The Company does not anticipate that CFIUS jurisdiction applies, because Tejascore is the acquiring U.S. entity and the probable targets operate in India. Internal board approvals will be required to authorize the acquisitions and related share issuances. Based on current assessments, Tejascore does not expect regulatory impediments that would materially delay or prevent the two probable acquisitions, although closing remains subject to satisfaction of all applicable requirements and conditions.
EMPLOYEE COUNT SUMMARY
Tejascore itself currently has no operational employees aside from executive leadership. Following completion of the two probable acquisitions, the Company would consolidate the workforce of Alpha Maier (injection-molding technicians, toolmakers, plastics engineers, production staff, and quality inspectors) as a subsidiary, and would hold a non-controlling equity method interest in Marelli UM, whose workforce (production operators, electronics and software engineers, and technical specialists) would remain employed by and under the management of Marelli UM rather than Tejascore. Specific headcounts for each probable target are set out in the financial and related sections of this Offering Circular. The Company intends to invest in talent in areas such as embedded software, cybersecurity, and plastics engineering at the operations it controls.
ENVIRONMENTAL AND SAFETY COMPLIANCE
Tejascore intends to maintain environmental and workplace-safety standards across the operations it controls, under an environmental, health, and safety framework aligned with applicable Indian and U.S. requirements. At its consolidated subsidiary Alpha Maier, the Company intends to support environmental-management practices consistent with ISO 14001, including waste management, emissions and effluent monitoring, hazardous-material handling, and energy-efficiency measures, together with occupational health-and-safety practices such as training, machine safeguarding, chemical safety, fire safety, and incident reporting, consistent with the Factories Act, 1948 and applicable state regulations and Pollution Control Board norms. Because the Company will not control Marelli UM, its ability to direct that company's EHS practices is limited. The Company intends to integrate environmental and safety metrics into management oversight for its controlled operations.
FORWARD-LOOKING TECHNOLOGY INITIATIVES
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Tejascore's forward-looking technology initiatives focus on digital cockpit platforms (multi-display clusters, high-resolution displays, advanced HMI, and modular ECU architectures), gateway and body-electronics enhancements (including automotive Ethernet, enhanced diagnostics, secure communication, and OTA capability), and lightweight, EV-ready plastics and smart-surface integration. These initiatives draw on the electronics capabilities accessed through the Company's equity method investment in Marelli UM and the plastics and structural-design capabilities of its consolidated subsidiary Alpha Maier, recognizing that the Company does not control Marelli UM and that coordination depends on that company and its controlling shareholder. The Company may pursue R&D partnerships and intends to invest, at the operations it controls and through collaboration where feasible, in model-based design, cybersecurity, and sensor-related software. All of the foregoing are forward-looking, depend on capital availability and the Company's degree of control, and may not be realized.
SUMMARY OF COMPETITIVE LANDSCAPE
Tejascore would operate within a competitive global automotive supply landscape that includes established Tier-1 and Tier-2 suppliers in electronics and interior plastics, many with greater scale, resources, and OEM relationships. In electronics, the Company's exposure is through its non-controlling equity method investment in Marelli UM, which competes with international suppliers of clusters, body control modules, and gateways. In plastics and interior structures, the Company's consolidated subsidiary Alpha Maier competes with regional and global molders supplying housings, trims, bezels, and structural components. The Company believes that combining electronics exposure with plastics manufacturing in India may, over time, support more integrated offerings, though its ability to do so is constrained by its non-controlling position at Marelli UM. The Company faces competitive risks from larger established suppliers and from emerging software-defined cockpit and display technology providers, and there can be no assurance as to its competitive position.
SUMMARY OF KEY STRENGTHS
Tejascore believes its potential strengths, upon completion of the two probable acquisitions, would include the combination of plastics and interior-structure manufacturing at its consolidated subsidiary Alpha Maier with electronics exposure through its equity method investment in Marelli UM; access to a diversified Indian OEM customer base; engineering capabilities in electronics, embedded software, and plastics design within India; quality systems aligned with recognized automotive standards at its controlled operations; and centralized U.S.-based governance and risk management as a U.S.-headquartered issuer. The strengths described are forward-looking and subject to the risks set out in this Offering Circular.
FINANCIAL OVERVIEW
Alpha Maier's financial performance reflects its position as a mid-sized automotive plastics and tooling supplier serving OEMs and Tier-1 customers across high-volume passenger-vehicle and two-wheeler segments. Revenue is primarily derived from the sale of injection-molded plastic components such as instrument-cluster housings, display bezels, interior trims, HVAC plastics, and support structures, supplemented by tooling revenues associated with mold design, fabrication, and commissioning for new vehicle programs. The company's income profile is influenced by production schedules of customer platforms, timing of new model introductions, and demand variations within the Indian automotive industry. Margins in the molding business are shaped by raw-material pricing for polymers, energy costs, machine utilization levels, and the degree of engineering complexity associated with individual components. Tooling operations typically contribute episodic but higher-margin revenues, though their timing may vary based on OEM development cycles, engineering-change orders, and PPAP milestone requirements. Alpha Maier's cost structure includes expenditures on polymers, tooling materials, machine maintenance, skilled labor, energy consumption, and facility operations, and profitability can fluctuate due to resin price volatility or customer-driven price-reduction expectations. The company's balance sheet typically includes assets related to injection-molding machinery, tooling equipment, CNC/EDM systems, molds, and supporting infrastructure required for serial production. Working-capital requirements are influenced by resin inventories, tooling receivables, and OEM payment terms, which may extend depending on customer contract structures. Alpha Maier's financial performance is also tied to macroeconomic factors affecting the Indian automotive sector, including consumer demand cycles, fuel prices, regulatory developments, and the pace of electrification, all of which may drive changes in plastics content, product design, and sourcing behavior. Overall, the company exhibits financial characteristics consistent with a specialized plastics and tooling manufacturer aligned to the automotive interior-systems value chain in India.
STRATEGIC IMPORTANCE WITHIN TEJASCORE'S ACQUISITION PLAN
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Alpha Maier plays a strategically important role in Tejascore's acquisition framework by providing the plastics-engineering, tooling, and high-precision injection-molding capabilities that support the Company's strategy of building toward an integrated smart-cabin and interior-electronics platform. Its product portfolio, spanning instrument-cluster housings, display bezels, cockpit structures, HVAC ducts, and electronic-module enclosures, provides the mechanical and structural components that complement automotive electronics, including the electronics produced by Marelli UM India, in which the Company would hold a non-controlling equity method interest. As a consolidated subsidiary, Alpha Maier would give Tejascore direct, in-house capability in the plastic components and mechanical interfaces used to house and support displays, clusters, gateways, and body-control electronics in interior modules. This may reduce reliance on external plastics suppliers, lower cost of goods, improve design-to-manufacturing synchronization, and shorten development cycles at the Company's controlled operations. Alpha Maier's tooling division further enhances this capability by enabling rapid tool development, faster PPAP readiness, and engineering-change agility, which are increasingly important as OEMs transition toward complex digital dashboards, EV interiors, and high-integration cockpit architectures. The Company's ability to combine Alpha Maier's plastics capabilities with Marelli UM's electronics into integrated modules is limited because it will not control Marelli UM; any such coordination will depend on the cooperation of Marelli UM and its controlling shareholder. Alpha Maier's cost-efficient manufacturing base in India supports the Company's India-centered strategy and may improve supply-chain flexibility. Accordingly, while Alpha Maier strengthens the mechanical and structural layer of the Company's intended platform, descriptions of an end-to-end, vertically integrated, multi-continent smart-cabin offering reflect a long-term aspiration contingent on future acquisitions and development rather than the Company's position upon completion of the two probable acquisitions.
Description of Business, Marelli Um Electronic Systems Private Limited Corporate Background and Legal Structure
Marelli UM Electronic Systems Private Limited ("Marelli UM India") is an India-based automotive electronics manufacturer incorporated as a private limited company under the Companies Act, 2013. The company operates as part of the global Marelli group's electronics division and focuses on the design, engineering, and production of electronic control units, instrument clusters, digital displays, body-control modules, telematics and gateway controllers, and other embedded automotive systems for leading Indian OEMs and Tier-1 suppliers. Marelli UM India functions as an electronics manufacturer within the Indian automotive ecosystem, supported by established engineering capabilities, SMT/THT production lines, validation labs, and software-integration teams. Its legal structure as a private limited company enables it to undertake domestic manufacturing, technology development, software engineering, and commercial operations while complying with applicable Indian statutory requirements, including corporate governance norms, tax regulations, labor laws, and industry-specific electronics manufacturing mandates.
Marelli UM India operates under a shareholding structure in which Marelli group entities hold the majority interest, and its governance framework includes statutory directors, company secretarial compliance, and adherence to Indian corporate filing obligations. Tejascore proposes to acquire a 39.51% non-controlling interest in Marelli UM India, which would be accounted for under the equity method; the controlling interest would remain with Marelli Europe S.p.A., and Tejascore would not control Marelli UM India's operations, management, or commercial decisions. As a material operating entity with ongoing OEM contracts, validated electronics platforms, and established manufacturing infrastructure, Marelli UM India represents an important part of Tejascore's acquisition strategy, providing access, through a non-controlling equity method investment, to automotive electronics capabilities rather than to a consolidated business.
OVERVIEW OF BUSINESS AND PRODUCT PORTFOLIO
Marelli UM India develops and manufactures a wide range of automotive electronic systems that serve as critical control, display, communication, and intelligence modules within modern vehicles. Its product portfolio includes analog and digital instrument clusters, TFT and hybrid display clusters, body-control modules (BCMs), gateway and telematics control units, HVAC control electronics, lighting controllers, seat-control modules, immobilizer units, and embedded electronic assemblies used across passenger vehicles, two-wheelers, commercial vehicles, and emerging EV platforms. The company also supports the development of advanced driver-information systems, diagnostic interfaces, and microcontroller-based ECUs that integrate with CAN, LIN, and emerging automotive Ethernet architectures. Marelli UM India's electronics engineering capability spans hardware design, PCB layout, embedded-software development, firmware integration, functional-safety alignment, and platform customization based on OEM specifications. Its manufacturing operations produce high-volume SMT/THT assemblies, conformal-coated boards, display modules, and completely assembled ECU housings supported by automated test equipment (ATE), in-circuit testing, functional testing, environmental stress screening, and complete traceability systems. With a product lineup central to the digital cockpit, body electronics, and communication networks of Indian automotive platforms, Marelli UM India plays a key role in powering the electronic architecture of both mass-market and premium vehicles manufactured in India
CUSTOMERS, OEM RELATIONSHIPS, AND MARKET POSITION
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Marelli UM India maintains long-standing relationships with many of India's leading automotive OEMs and Tier-1 suppliers, supplying mission-critical electronic systems that form the backbone of body electronics, driver information systems, and digital cockpit architectures across a wide range of vehicle segments. Its customer base includes major passenger-vehicle manufacturers, two-wheeler OEMs, commercial-vehicle producers, and fast-growing electric-vehicle companies that rely on Marelli UM India's validated ECU platforms, clusters, and gateway controllers for consistent product performance and regulatory compliance. The company is deeply integrated into its customers' development cycles, often participating from the concept and prototyping phase through to validation, PPAP, and serial production, giving it strong visibility into long-term program pipelines. Its digital instrument clusters, BCMs, and gateway modules are typically sourced under multi-year contracts tied to the lifecycle of specific vehicle platforms, providing recurring revenue streams and reducing volatility relative to spot or short-term supply arrangements. Marelli UM India operates in a competitive Indian automotive electronics landscape that includes multinational Tier-1s, domestic ECU manufacturers, and electronics-focused engineering houses; however, the company's global Marelli heritage, established platform libraries, strong software competency, and extensive testing infrastructure differentiate it within high-complexity product segments. Its market position is further reinforced by its ability to support OEMs transitioning from analog clusters to TFT-based digital displays, from basic ECUs to connected gateways, and from mechanical controls to software-centric architectures aligned with EV and telematics adoption.
Continuous engagement with OEM engineering teams, localization strengths, established manufacturing quality, and compliance with global automotive standards enable Marelli UM India to remain a preferred electronics supplier for multiple top-tier vehicle manufacturers in India. These factors collectively strengthen the company's competitive position and underpin its relevance within Tejascore's integrated technology and manufacturing strategy.
MANUFACTURING, ELECTRONICS ENGINEERING, AND R&D CAPABILITIES
Marelli UM India operates an integrated manufacturing and engineering ecosystem built to support high-volume, automotive-grade electronics production and advanced embedded-systems development for OEM platforms across India. Its manufacturing facilities are equipped with automated SMT lines, THT assembly stations, selective soldering systems, reflow ovens, wave-solder processes, and automated optical inspection (AOI) systems designed to handle complex PCB assemblies with tight tolerances and high component densities typical of modern ECUs and digital display modules. The production floors incorporate in-circuit testing (ICT), end-of-line functional testers, climate-controlled curing zones, conformal-coating lines for moisture and dust protection, and traceability infrastructures capable of recording process parameters, component serials, and firmware versions across the entire lifecycle of each unit produced. These capabilities enable Marelli UM India to manage both high-volume programs for body electronics and sophisticated, multi-layer assemblies required for gateway controllers, digital clusters, and advanced telematics. The company's engineering capabilities span the full electronics-development lifecycle, including hardware architecture design, schematic capture, PCB layout, microcontroller integration, display-driver development, embedded firmware, CAN/LIN/Ethernet communication stacks, diagnostics, calibration, and variant management. Its R&D teams focus on platform-based ECU development, digital instrument clusters, hybrid display systems, user-interface electronics, and next-generation body-control electronics that incorporate cybersecurity layers, functional-safety compliance, and over-the-air update readiness. Marelli UM India maintains dedicated validation labs equipped with environmental chambers, vibration rigs, thermal shock testers, EMI/EMC test infrastructure, durability simulators, and optical measurement tools used for display and HMI evaluation. The engineering function works closely with OEM technical centers during concept validation, system integration, vehicle testing, and PPAP, ensuring rapid response to design changes, regulatory shifts, and evolving customer requirements. The company's R&D roadmap aligns with the transition toward connected vehicles, electrified powertrains, telematics-driven architectures, and increasingly software-centric ECUs. Its teams actively develop improved digital cockpit architectures, enhanced body-electronics platforms, and scalable gateway solutions capable of integrating with OEM cloud ecosystems and diagnostics networks. Combined with strong manufacturing discipline and global engineering processes inherited from Marelli Group, Marelli UM India possesses the technical depth and operational maturity required to serve as a core electronics pillar within Tejascore's integrated electronics-sensors-plastics strategy.
FACILITIES AND GEOGRAPHIC FOOTPRINT
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Marelli UM India operates from manufacturing and engineering facilities located within India's established automotive and electronics-manufacturing corridors, strategically positioned to serve major OEM hubs with rapid turnaround, logistics efficiency, and technical support throughout development and serial-production phases. Its primary facility includes high-precision SMT assembly lines, THT workstations, conformal-coating and curing zones, PCB testing areas, and automated inspection systems integrated into a streamlined layout optimized for automotive electronics workflow. The plant infrastructure includes ESD-controlled manufacturing areas, climate-regulated production zones to ensure electronics stability, resin- and component-storage areas, and segregated lines for cluster, BCM, gateway, and ECU production. Adjacent to the production floor, Marelli UM India operates dedicated engineering labs, validation chambers, durability-testing bays, display-evaluation rooms, and EMI/EMC test setups that support full-cycle development from prototype to PPAP and volume release. The facilities also house software development and calibration rooms, tool rooms for small fixture fabrication, and cross-functional war rooms where engineering, manufacturing, quality, and program teams collaborate on customer builds and milestone management. Warehouse and logistics zones within the facility support inbound component handling, safety-stock management, and outbound packaging aligned with OEM logistics protocols, including returnable packaging, kanban replenishment, and just-in-time dispatch systems. The geographic footprint of Marelli UM India, located near major OEM clusters and Tier-1 supplier bases, enables the company to provide same-day engineering support, expedited part deliveries, and synchronized development with customer test tracks and validation centers. The facility infrastructure includes stable utilities such as redundant power backup, compressed air networks, purified water systems for cleaning processes, and ERP/MES-driven production monitoring that links material flow, work orders, and quality checkpoints. Together, these facilities form a comprehensive electronics-manufacturing and engineering base that enables Marelli UM India to support high-volume programs, rapid prototyping, vehicle testing, and technology upgrades across India's fast-evolving digital-cockpit and body-electronics ecosystem.
SUPPLY CHAIN, PROCUREMENT, AND COMPONENT ECOSYSTEM
Marelli UM India operates a sophisticated, multi-tier electronics supply chain built around the sourcing of semiconductors, microcontrollers, display panels, PCB laminates, passive components, connectors, wiring interfaces, housings, and ancillary materials required for the production of automotive-grade ECUs, digital clusters, and body-electronics modules. Its procurement ecosystem includes global semiconductor distributors, domestic and overseas PCB fabricators, plastic-component suppliers, display manufacturers, metal-stamping vendors, and providers of specialized materials such as solder pastes, adhesives, conformal coatings, and EMI shielding materials. Suppliers undergo rigorous qualification processes, including technical audits, PPAP submissions, sample approvals, material compliance checks, and long-term vendor performance monitoring. Marelli UM India maintains strict traceability for components, tracking part numbers, lot codes, firmware versions, and test results across each production batch to satisfy OEM and regulatory requirements. The company relies on precise demand forecasting and supplier scheduling to manage lead times associated with microcontrollers, power devices, and display modules, many of which are globally constrained and require long-term procurement commitments. To mitigate risks tied to semiconductor shortages or geopolitical disruptions, Marelli UM India employs dual-sourcing strategies where feasible, maintains safety-stock policies for critical items, and works closely with OEMs to secure component nominations aligned with long-term platform sourcing agreements. The supply chain also incorporates local vendors for plastics housings, mechanical fixtures, harness components, and tooling elements, enabling faster turnaround and cost-efficient localization. For high-complexity electronics, the company sources from international suppliers located in Taiwan, Japan, China, and Europe, following stringent quality, RoHS/REACH compliance, and PPAP requirements.
Vendor management is supported by supplier-scorecard evaluations covering on-time delivery, quality indices, responsiveness, documentation compliance, and corrective-action closure rates. The procurement function works in close coordination with engineering and quality teams to validate alternate components, manage ECO implementation, and support design changes required by OEMs. Overall, Marelli UM India's procurement ecosystem is designed to deliver stable, compliant, and cost-optimized material flow for high-volume electronics manufacturing, enabling the company to maintain production continuity and meet the performance, reliability, and traceability expectations of leading Indian automotive OEMs and Tier-1 suppliers.
COMPETITIVE LANDSCAPE (INDIAN AUTOMOTIVE ELECTRONICS SECTOR)
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Marelli UM India competes within India's rapidly expanding automotive electronics sector, a market characterized by increasing digitalization of vehicle dashboards, growing adoption of body-electronic modules, and accelerating shifts toward connected and electrified vehicle architectures. The competitive environment includes multinational Tier-1 suppliers with global electronics platforms, domestic ECU manufacturers specializing in value-engineered solutions, and emerging electronics companies supported by India's growing semiconductor and telematics ecosystem. Major competitors offer similar product lines, digital instrument clusters, BCMs, gateway controllers, HVAC electronics, and telematics units, creating a landscape where differentiation depends on software integration capability, validation maturity, platform scalability, cost efficiency, and deep engagement with OEM engineering teams. Marelli UM India's competitive positioning benefits from its global technology lineage, established ECU libraries, and extensive testing and validation infrastructure. Its ability to deliver platform-based cluster solutions, high-reliability BCMs, and advanced gateway architectures positions it at the higher-performance end of the Indian electronics spectrum. However, competition is intensifying as OEMs aggressively localize electronics to reduce import dependency and supply-chain risk, drawing both multinational and domestic competitors into high-volume programs. Price pressure remains a defining element of the market, with OEMs implementing year-over-year cost reductions and benchmarking against lower-cost regional competitors. Rapid innovation cycles in digital displays, connected gateways, and embedded software further increase competitive intensity, requiring continuous investment in R&D, cyber-secure architectures, and functional-safety alignment. Despite these challenges, Marelli UM India remains well positioned in premium and mid-segment vehicle programs due to its engineering depth, mature quality systems, and long-term customer relationships across Indian OEMs and Tier-1 integrators.
TECHNOLOGY ROADMAP AND EMBEDDED-SYSTEMS INNOVATION
Marelli UM India's technology roadmap is aligned with the industry-wide transition toward digital cockpits, centralized body-electronic architectures, connected vehicle ecosystems, and electrification-driven electronics platforms. The company is investing in next-generation digital instrument clusters, including fully digital TFT displays, hybrid clusters with advanced graphics, and reconfigurable UI architectures that support personalized driver experiences. Its roadmap emphasizes the development of scalable cluster platforms that enable OEMs to reuse core hardware and software across multiple vehicle models, reducing development time and cost. For body electronics, Marelli UM India is expanding its BCM architectures with enhanced diagnostics, secure communication stacks, higher processing capability, improved power-management logic, and compliance with evolving cybersecurity requirements under ISO/SAE 21434. Gateway controllers are transitioning toward higher-bandwidth communication, including automotive Ethernet, advanced CAN-FD protocols, secure OTA update readiness, and cloud-integration features designed for connected-vehicle platforms. The company's innovation agenda also includes enhanced telematics features, low-power microcontroller-based ECUs, and improved HMI control electronics. R&D teams are working on improved EMI/EMC robustness, expanded environmental resilience, and refined display-driver technologies to support sharper visuals and reduced latency on digital displays. Software enhancements include platform firmware standardization, built-in security modules, improved bootloaders, and algorithmic improvements for cluster graphics and body-control functions. Electrification trends influence Marelli UM India's development of high-reliability electronics for EV thermal systems, energy management, and motor-control support modules. Additionally, the company is incorporating secure firmware architectures, functional-safety alignment under ISO 26262 for ASIL-relevant systems, and expanded diagnostics to support predictive maintenance capabilities. Through these initiatives, Marelli UM India aims to remain technologically competitive and meet the increasing expectations of Indian OEMs migrating toward intelligent, software-centric vehicle architectures.
REGULATORY, CYBERSECURITY, AND SAFETY COMPLIANCE (INDIA-SPECIFIC)
Marelli UM India operates within a stringent regulatory framework that governs automotive electronics manufacturing, embedded-system safety, cybersecurity readiness, and compliance with Indian industrial, labor, and environmental laws. The company adheres to mandatory requirements under the Bureau of Indian Standards (BIS), Automotive Industry Standards (AIS), and the Central Motor Vehicle Rules (CMVR), which regulate electronic components such as instrument clusters, body-control modules, wiring-integrity systems, and display units used in vehicles sold in India. Many of its ECUs and display clusters must comply with AIS-004 (electromagnetic compatibility), AIS-140 (telematics and emergency-call functionality, if applicable), AIS-037/AIS-019 (lighting & tell-tale requirements), and AIS-specific durability and vibration standards. For connected gateways and telematics units, Marelli UM India follows emerging regulatory expectations involving cybersecurity, data privacy, and cloud communication integrity, including adherence to ISO/SAE 21434 cybersecurity processes, secure bootloaders, authenticated firmware updates, encrypted communication protocols, and robust cyber-threat analysis and risk assessment (TARA) procedures. From an embedded-safety standpoint, the company integrates functional-safety practices aligned with ISO 26262, particularly for ASIL-relevant electronics such as BCMs, gateways, and power-management controllers, ensuring systematic hazard analysis, software validation, hardware-FMEDA reviews, and safety-goal compliance. Environmental and industrial compliance is maintained in accordance with India's pollution-control regulations relating to e-waste handling, RoHS-equivalent substance restrictions, chemical storage protocols, ventilation requirements for electronics manufacturing, and proper disposal of soldering by-products. Workplace safety compliance includes adherence to the Factories Act, EHS standards, fire-safety rules, machine-guarding requirements, PPE mandates, and periodic internal and external safety audits. Data-security obligations are addressed through internal IT governance, secure development environments, encrypted firmware repositories, controlled access to diagnostic tools, and compliance with customer-specific cybersecurity requirements increasingly mandated by OEMs transitioning to connected vehicles. Through this regulatory, cybersecurity, and safety compliance ecosystem, Marelli UM India ensures lawful operation of its manufacturing and engineering facilities while meeting the technical, safety, and cyber-resilience expectations required for automotive electronics deployed in Indian and global vehicle platforms.
HUMAN CAPITAL AND WORKFORCE OVERVIEW
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Marelli UM India's workforce consists of multidisciplinary teams spanning electronics engineering, embedded software development, manufacturing operations, quality assurance, testing and validation, supply-chain management, and administrative support functions. The engineering team includes hardware engineers, PCB designers, embedded-software developers, firmware specialists, display and HMI engineers, diagnostics experts, functional-safety analysts, and platform architects who collectively support the development of ECUs, digital clusters, body-electronics modules, and gateway controllers.
These teams work closely with OEM technical centers during early design phases, vehicle integration, field validation, and production ramp-up, requiring deep technical knowledge and quick responsiveness to engineering changes. The manufacturing workforce includes trained SMT operators, THT assembly specialists, reflow technicians, test engineers, AOI inspectors, calibration specialists, and EOL test operators who ensure consistent quality and compliance with automotive-process standards. Quality and validation teams perform dimensional checks, in-circuit tests, environmental testing, vibration and shock validation, ingress protection assessments, EMI/EMC evaluations, firmware validation, and accelerated life-cycle testing to ensure product robustness. The company also employs skilled supply-chain and procurement personnel who manage vendor relationships, component planning, and inventory flow within a highly dynamic semiconductor and electronics ecosystem. Marelli UM India emphasizes technical-training programs, engineering upskilling, software-certification initiatives, and safety-awareness workshops to maintain high competency levels across departments. It adheres to Indian labor regulations and welfare requirements, including those related to wages, statutory benefits, overtime norms, employee safety, and workplace welfare practices. The company promotes a culture of quality, safety, and continuous improvement supported by cross-functional collaboration between engineering, production, and quality teams. This talent structure allows Marelli UM India to manage complex product development and maintain consistent execution across high-volume electronics manufacturing and R&D activities.
QUALITY SYSTEMS, TESTING FRAMEWORK, AND INDUSTRY CERTIFICATIONS
Marelli UM India maintains a comprehensive automotive-grade quality-management system designed to ensure the reliability, durability, traceability, and compliance of its ECUs, instrument clusters, body-control modules, and gateway controllers with OEM and regulatory requirements. The company follows IATF 16949-aligned practices supplemented by ISO 9001 processes, incorporating structured methodologies for Advanced Product Quality Planning (APQP), Production Part Approval Process (PPAP), Design and Process FMEA (DFMEA/PFMEA), Measurement System Analysis (MSA), Statistical Process Control (SPC), and documented control-plan governance across all production lines. Each electronics program undergoes a multi-stage validation cycle that includes prototype evaluation, engineering trials, pre-PPAP builds, pilot production, and final PPAP submission, ensuring adherence to customer specifications, regulatory mandates, and functional-safety targets where applicable. The company's testing ecosystem includes automated optical inspection (AOI), in-circuit testing (ICT), boundary-scan diagnostics, end-of-line (EOL) functional testing, environmental stress screening (ESS), conformal-coating integrity checks, and calibration routines for clusters and control modules. Electronic assemblies are subjected to thermal cycling, high-temperature operating life (HTOL) tests, vibration and mechanical shock tests, humidity testing, salt-spray evaluations (as applicable), ingress protection testing, and long-duration reliability assessments. Emissions and immunity compliance are evaluated under AIS-004 (EMC) and OEM-specific EMC/EMI standards, with design teams integrating shielding, grounding, filtering, and layout optimization techniques to ensure robust electromagnetic performance. For display clusters, optical-quality validation includes luminance checks, contrast-ratio verification, pixel-defect analysis, color calibration, and sunlight-readability testing. Material-compliance processes ensure adherence to RoHS, REACH, ELV, and e-waste rules for export-oriented or global-platform electronics. Traceability systems track component lot codes, firmware revisions, microcontroller IDs, test signatures, and field-return data, enabling rapid root-cause analysis and closed-loop quality improvements. Regular internal audits, customer audits, and periodic third-party assessments reinforce system discipline and continuous improvement. Through this rigorous quality and testing framework, Marelli UM India ensures that all ECUs, clusters, gateways, and electronics assemblies meet the stringent performance, safety, and reliability requirements demanded by Indian automotive OEMs and global Tier-1 suppliers.
MATERIAL AGREEMENTS (OEM, VENDOR, LICENSING, TECHNICAL SUPPORT)
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Marelli UM India is party to several material agreements that form the contractual backbone of its electronics-manufacturing operations, customer relationships, technology access, and supply-chain continuity. Its commercial arrangements with OEMs and Tier-1 customers typically take the form of long-term nomination letters, annual rate contracts, and platform-specific supply agreements that define technical specifications, pricing structures, engineering-change processes, validation obligations, warranty requirements, and delivery schedules for instrument clusters, BCMs, gateways, and other electronic control units supplied across multi-year vehicle programs. These agreements often incorporate provisions such as mandated year-over-year cost reductions, tooling amortization terms, PPAP approval milestones, revalidation requirements for design changes, and strict performance metrics tied to quality indices, defect ppm, and on-time delivery. For connected and gateway modules, customer contracts may also include cybersecurity documentation, software-version control requirements, and source-code escrow or access provisions aligned with OEM cybersecurity and diagnostics frameworks. On the supply-chain side, Marelli UM India maintains vendor agreements with global semiconductor distributors, PCB manufacturers, display-panel vendors, passive-component suppliers, connector manufacturers, and plastics suppliers. These agreements typically include material-compliance requirements (RoHS/REACH/ELV), batch-traceability obligations, long-lead component planning, safety-stock commitments, and stringent quality-acceptance criteria. Many semiconductor and MCU suppliers operate under allocation-based procurement frameworks, making contractual adherence to forecast schedules essential for ensuring uninterrupted supply for high-volume platforms. Marelli UM India may also maintain licensing agreements or technical-collaboration contracts with Marelli Group entities or external technology partners for access to proprietary software modules, cluster graphics engines, diagnostics stacks, communication libraries, gateway firmware, cybersecurity algorithms, and platform-development tools. These agreements generally define IP ownership, license scope, update rights, confidentiality obligations, and restrictions on use outside the designated vehicle platforms. Facility-related agreements include long-term manufacturing-site leases, utility-service arrangements, equipment-procurement contracts for SMT and testing machines, and maintenance agreements for specialized electronics-manufacturing equipment. Collectively, these material agreements govern the commercial, technological, and operational frameworks essential for Marelli UM India's role as a Tier-1/ Tier-2 electronics supplier within the Indian automotive ecosystem and represent key contractual relationships that Tejascore will evaluate and assume as part of the acquisition.
INSURANCE AND RISK COVERAGE
Marelli UM India maintains a portfolio of insurance coverages designed to mitigate operational, financial, product, and regulatory risks associated with high-volume automotive electronics manufacturing. The company carries property insurance covering its manufacturing facilities, SMT and THT assembly lines, reflow ovens, test equipment, environmental chambers, and other critical electronics-production assets against fire, natural hazards, machinery breakdown, and accidental damage. Machinery breakdown insurance protects high-value equipment essential for uninterrupted production of ECUs, clusters, and gateway controllers. The company also holds general liability and product-liability insurance covering potential claims arising from non-conforming electronic components, field failures, warranty-related disputes, or performance issues in mission-critical vehicle systems such as digital clusters, BCMs, or telematics devices. These product-liability policies are particularly important given the safety, reliability, and regulatory compliance expectations associated with automotive electronics. Employer liability and workers' compensation coverage are maintained in accordance with Indian statutory requirements to address worker injuries, occupational hazards, and shop-floor incidents related to soldering, machinery operation, testing processes, or logistics handling. Transit insurance may apply to inbound materials, such as semiconductors, PCBs, and display panels, as well as outbound finished goods transported to OEM facilities under just-in-time delivery schedules. For electronics manufacturing, where PCB assemblies and firmware-loaded units represent high-value goods, transit coverage is an important risk-mitigation measure. Depending on customer and regulatory requirements, Marelli UM India may also maintain cyber-insurance or data-security policies related to embedded-software development, firmware repositories, communication stacks, and diagnostic tools, particularly as OEMs adopt stricter cybersecurity compliance frameworks. Environmental-liability coverage may apply to the handling and disposal of soldering by-products, chemical residues, conformal-coating materials, and e-waste, in alignment with Pollution Control Board regulations. As part of Tejascore's acquisition due diligence, insurance adequacy, policy limits, exclusions, historical claims, and alignment with broader group risk-management strategy will be reviewed. Collectively, these insurance policies provide substantial protection against operational disruptions, product-performance liabilities, and regulatory risks inherent in automotive electronics manufacturing.
LEGAL PROCEEDINGS
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Marelli UM India is not, to its knowledge, currently involved in any material legal proceedings, regulatory enforcement actions, arbitration matters, or governmental investigations that would reasonably be expected to have a material adverse effect on its business, financial condition, or operational continuity. As an established automotive electronics manufacturer, the company is subject to routine regulatory inspections relating to environmental norms, labor compliance, electrical safety, and industrial processes under applicable Indian laws. Any observations identified during such inspections are generally addressed through standard corrective-action processes and have not historically resulted in material penalties or prolonged operational impact. In the ordinary course of business, Marelli UM India may encounter customer disputes involving warranty claims, field-return analyses, or engineering disagreements related to ECU performance, software updates, or component reliability; such matters are typically resolved through established OEM warranty processes, technical investigations, or commercial negotiation and do not rise to the level of material litigation. The company may also face vendor-related issues such as delivery disputes, quality deviations, or payment-related claims, all of which are managed within contractual frameworks or under applicable Indian commercial laws. Employee-related matters, including statutory dues, workplace grievances, or labor claims, may arise periodically, but these are handled through internal HR processes or through labor departments without material consequence. As part of Tejascore's acquisition due diligence, a detailed review will be conducted to assess historical litigation, contingent liabilities, tax assessments, compliance notices, environmental audit findings, and any unresolved contractual or regulatory disputes. Based on currently available information, Marelli UM India does not face any legal proceedings that would materially impair its operations or adversely affect the feasibility of its proposed acquisition by Tejascore.
SEASONALITY AND PRODUCTION CYCLICALITY
Marelli UM India's operations exhibit seasonality and cyclicality consistent with the production schedules and model-launch cycles of Indian automotive OEMs, which significantly influence demand for ECUs, digital instrument clusters, BCMs, gateway modules, and other electronic assemblies. Production volumes typically fluctuate around OEM-specific build schedules, with noticeable slowdowns during annual factory shutdowns, often in April (financial-year transition), mid-year maintenance periods, and December holiday closures, as well as temporary pauses driven by inventory realignments or regulatory transition phases such as BS6 updates or feature-pack refreshes. Conversely, demand tends to accelerate during pre-festive periods and ahead of new model launches, where OEMs increase call-offs for electronic modules to support ramp-up activities, trial builds, SOP preparations, and pre-production validation cycles. Cyclicality also arises from the nature of electronics sourcing in India, where OEMs periodically adjust production plans in response to market sentiment, fuel-price trends, supply-chain disruptions, and geopolitical factors affecting semiconductor availability. Electronics manufacturing is particularly sensitive to component lead times, especially microcontrollers, power ICs, and display modules, creating periodic production volatility during global semiconductor shortages or allocation cycles. Additionally, Marelli UM India may experience uneven engineering and production loads associated with the introduction of new digital clusters, connected gateways, or next-generation BCMs, which require intensive early-phase validation followed by stable-volume production. Tooling changes, engineering change orders (ECOs), feature upgrades, and software revisions requested by OEMs can also temporarily impact production rhythm or necessitate revalidation runs. While Marelli UM India's diversified product mix across two-wheelers, passenger vehicles, and commercial vehicles provides some insulation against extreme fluctuations, its operational cadence remains closely tied to OEM build plans, semiconductor availability, and the broader business cycles of the Indian automotive industry.
KEY RISKS SPECIFIC TO MARELLI UM INDIA
Marelli UM India faces several risks inherent to its role as a manufacturer of automotive electronics, including operational, financial, technological, and regulatory challenges that could materially affect performance. The company is exposed to significant component-sourcing risk given its dependence on global semiconductor suppliers, display-panel manufacturers, MCU vendors, and PCB fabricators; shortages, long lead times, geopolitical disruptions, or allocation cycles in the global electronics market can lead to production delays, increased procurement costs, or inability to meet OEM call-offs. Customer concentration risk is also material, as a substantial portion of revenue may come from a limited number of Indian automotive OEMs and Tier-1 suppliers, making Marelli UM India vulnerable to changes in sourcing decisions, platform cancellations, price-reduction mandates, or competitive displacement in high-volume programs. Operational risks include SMT line downtime, PCB assembly defects, testing-equipment failures, software-integration delays, and production stoppages caused by supply-chain interruptions or engineering changes issued late in the development cycle. Quality and reliability risks are significant given the mission-critical nature of ECUs, BCMs, and clusters; failure to meet functional requirements, EMI/EMC standards, cybersecurity protocols, or durability expectations could result in costly recalls, field failures, warranty claims, or reputational damage. Embedded software risks include version-control issues, diagnostic incompatibility, cybersecurity vulnerabilities, or bugs introduced during firmware updates, any of which could impact vehicle function. Regulatory risks arise from evolving AIS standards, cybersecurity mandates (ISO/SAE 21434), functional-safety requirements (ISO 26262), and vehicle-data rules that may require ongoing investment in testing, compliance systems, and engineering resources. Labor risks include dependence on highly skilled electronics engineers, firmware developers, validation specialists, and SMT technicians; attrition or talent shortages could disrupt development timelines or reduce operational efficiency. Financial risks include exposure to foreign-exchange fluctuations affecting imported components, liquidity pressures arising from long OEM payment cycles, and potential margin erosion from rising semiconductor and raw-material costs. Given its historical governance under Marelli Group, any changes in global parent-company strategies, restructuring decisions, or intercompany technical-support arrangements could impact access to IP, platform libraries, licenses, and shared services. Collectively, these risks underscore the importance of disciplined manufacturing, robust supply-chain management, and continued investment in R&D and compliance to maintain Marelli UM India's competitiveness within the Indian automotive electronics ecosystem.
FINANCIAL OVERVIEW
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Marelli UM India's financial profile reflects its role as a substantial electronics manufacturer supplying digital instrument clusters, body-control modules, gateway controllers, HVAC electronics, and other embedded systems to Indian OEMs and Tier-1 suppliers. Revenue is predominantly generated from long-term platform programs, where electronic modules are supplied through the full lifecycle of a vehicle model, creating multi-year revenue visibility but also tying performance closely to OEM production schedules, semiconductor availability, and macro trends in the Indian automotive market. The company's top line typically benefits from the industry-wide shift toward digital cockpits, electronic centralization, and feature-rich variants, which drives increased electronic content per vehicle, including larger TFT clusters, smarter BCM logic, and connected gateway units. However, revenue can also exhibit volatility linked to OEM demand fluctuations, semiconductor shortages, or mid-cycle feature modifications that affect production volumes or procurement timetables. Margins are influenced by several structural factors: (i) the cost of imported semiconductors, PCBs, displays, and passive components, often denominated in foreign currency; (ii) OEM-mandated annual price reductions; (iii) yield performance of
SMT and THT processes; (iv) tooling amortization structures embedded in customer contracts; and (v) the engineering complexity of specific ECU platforms. High-value modules such as TFT clusters and connected gateways generally yield stronger margins, while price-sensitive body-electronics units may experience tighter profitability. Cost pressures may arise from resin prices, global electronics inflation, and currency movements affecting imported components. The company's balance sheet typically includes significant investment in SMT equipment, environmental labs, testing rigs, and firmware-development infrastructure, along with inventories of microcontrollers, displays, and PCBs that must be managed carefully to balance continuity and working-capital efficiency. Working capital is influenced by OEM payment cycles, inventory buffers for long-lead components, and advance procurement required during global semiconductor shortages. Cash flows may fluctuate based on tooling cycles, engineering-change reimbursements, and timing of component purchases relative to production demand. Overall, Marelli UM
India demonstrates financial characteristics consistent with a mature automotive electronics supplier-stable but OEM-dependent revenue streams, margin sensitivity to global semiconductor dynamics, substantial fixed assets tied to electronics manufacturing, and working-capital requirements reflective of the complex component ecosystem. These financial attributes will be incorporated into Tejascore's consolidated pro forma analysis in accordance with SEC requirements for material acquisitions.
STRATEGIC IMPORTANCE WITHIN TEJASCORE'S ACQUISITION PLAN
Marelli UM India is an important component of Tejascore's acquisition strategy, providing access, through a non-controlling equity method investment, to electronics, embedded-systems engineering, digital cockpit technologies, and high-volume ECU manufacturing capabilities. Its established production lines for digital instrument clusters, body-control modules, gateway controllers, HVAC electronics, and telematics-ready ECUs would give Tejascore economic exposure to the automotive electronics value chain at a scale and maturity that would otherwise require years of greenfield development. Marelli UM's engineering depth, spanning hardware design, PCB layout, microcontroller integration, embedded software development, functional safety, cybersecurity, validation, and vehicle-level integration, represents an advanced electronics capability relevant to next-generation cockpit architectures and connected-vehicle ecosystems. It is important to note that Tejascore would hold only a 39.51% non-controlling interest in Marelli UM and would account for it under the equity method. Tejascore would not control Marelli UM's operations, engineering, customer relationships, or commercial decisions, which would remain with Marelli UM and its controlling shareholder. As a result, the strategic benefits described below are subject to that limitation, and the Company's ability to integrate Marelli UM's electronics with its other capabilities, or to direct Marelli UM's participation in particular programs, will depend on the cooperation of Marelli UM and its controlling shareholder. Subject to that limitation, Marelli UM's electronics capabilities are complementary to those of Alpha Maier, the Company's consolidated subsidiary. Alpha Maier's plastics and tooling capabilities produce housings, mechanical structures, display frames, and enclosures of the type used with electronics modules, which may, where coordination with Marelli UM is achievable, support more integrated cockpit offerings, reduce certain costs, and improve development speed. The realization of any such synergies is not assured given the Company's non-controlling position. From a commercial perspective, the investment in Marelli UM gives Tejascore economic exposure to high-volume Indian OEM programs, long-term platform contracts, and established customer relationships across multiple vehicle segments, although those relationships belong to Marelli UM rather than to Tejascore. Marelli UM's presence in India's automotive ecosystem, together with its compliance with applicable Indian regulatory standards, AIS certifications, and customer audits, positions the Company to benefit indirectly from trends such as digital dashboards, centralized body electronics, EV integration, and telematics adoption. Strategically, the investment in Marelli UM provides electronics exposure that complements Alpha Maier's plastics manufacturing within the Company's India-centered platform. Accordingly, Marelli UM is an important element of Tejascore's longer-term growth vision, but the benefits of the investment are subject to the Company's non-controlling position and to the risks described in this Offering Circular.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Tejascore Techsystems Inc.
Overview
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Description of Tejascore as a Newly Formed Holding Company
Tejascore Techsystems Inc. ("Tejascore" or the "Company") is a newly formed holding company incorporated in the United States with the primary objective of acquiring and operating businesses in the automotive electronics, HMI systems, decorated plastics, and integrated vehicle-technology sectors. As of the date of this Offering, the Company has no revenue-generating operations, no operating subsidiaries, and no history of commercial activity. Tejascore's activities to date have been limited to corporate formation, initial organizational planning, preliminary acquisition evaluations, engagement of advisors, and preparation of this Offering. Tejascore does not presently manufacture products, provide engineering services, or conduct operational activities. Any business capabilities referenced in this Offering relate solely to the proposed acquisition targets and will not become part of Tejascore until such acquisitions are finalized. Completion of the planned acquisitions is subject to the conditions to closing under the executed agreements to sale, availability of financing, regulatory approvals, and satisfaction of escrow release conditions. There can be no assurance that any acquisition will be completed. Because Tejascore is a development-stage holding company, its financial results currently consist solely of organizational expenses, advisory fees, legal costs, and other start-up expenditures. The Company expects to continue incurring losses unless and until one or more acquisitions are consummated and revenue-generating operations are integrated under the holding-company structure. Unless otherwise indicated, references to fiscal years refer to the Company's fiscal year ending March 31. Based on the Company's current operating plan and anticipated corporate overhead, management believes that the Company would be able to fund its basic corporate operations for approximately twelve months following qualification of this Offering, assuming no acquisitions are completed and no additional capital is raised. This estimate reflects only corporate-level expenses and does not include costs associated with acquisition execution or post-acquisition integration.
NO OPERATING REVENUES; DEPENDENCE ON ACQUISITIONS
As of the date of this Offering, Tejascore has no operating revenues and does not conduct any commercial business activities. The Company has not generated income since inception and does not expect to generate revenues unless and until it successfully completes its proposed acquisitions of one or more operating entities. Tejascore's business model is dependent on identifying, acquiring, and integrating revenue-generating businesses in India that operate in the automotive electronics, HMI systems, plastics, and related component sectors. Its two probable acquisitions are a 51% controlling interest in Alpha Maier Private Limited, which would be consolidated, and a 39.51% non-controlling interest in Marelli UM Electronic Systems Private Limited, which would be accounted for under the equity method. Accordingly, the Company's future financial performance, cash flows, and ability to achieve profitability will depend on its ability to:
- complete the probable acquisitions on acceptable terms;
- secure sufficient financing to fund purchase consideration and related costs;
- effectively manage and operate its consolidated subsidiary, and appropriately oversee its non-controlling investment in its equity method investee; and
- integrate the operations of its consolidated subsidiary under a cohesive corporate and reporting structure, while coordinating with its equity method investee to the extent its non-controlling position permits.
Because the Company's interest in Marelli UM would be a non-controlling equity method investment, its consolidated operating revenues would derive principally from its subsidiary, Alpha Maier, with its economic interest in Marelli UM reflected through equity in earnings or losses rather than as consolidated revenue. Until such acquisitions are completed, Tejascore will continue to incur organizational, advisory, legal, and offering-related expenses without corresponding revenue. The Company's ability to sustain operations during this pre-acquisition phase will rely on external capital, including the proceeds from this Offering and any additional financing that may be required.
BASIS OF PRESENTATION
Explanation of Standalone Tejascore Financials
The financial information presented in this Management's Discussion and Analysis reflects the standalone results of Tejascore Techsystems Inc. and does not include the financial results of any operating subsidiaries. As of the date of this Offering, Tejascore has not completed any acquisitions and therefore does not consolidate the operations, assets, liabilities, revenues, or expenses of the target companies it intends to acquire.
Tejascore's standalone financial statements consist primarily of:
- organizational and incorporation expenses;
- legal, accounting, and advisory fees related to corporate formation and offering preparation;
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- costs associated with evaluating potential acquisitions;
- administrative and compliance-related expenses; and
- limited cash balances contributed by the founders or early-stage investors.
No operating revenues, cost of goods sold, or commercial operating expenses are reflected in the standalone financials, as the Company has not commenced revenue-generating activities. All acquisition-related expenditures are recorded as period expenses unless capitalization is required under applicable accounting guidance. Upon the successful completion of one or more acquisitions, Tejascore will be required to consolidate the financial results of the acquired entities in accordance with U.S. GAAP and apply purchase accounting under ASC 805, "Business Combinations." Until such time, the Company's financial statements present only the limited activities of a development-stage holding company.
NO CONSOLIDATION UNTIL ACQUISITIONS CLOSE
Tejascore's financial statements do not include, and will not include, the results of any target company until the related acquisition is formally consummated in accordance with applicable accounting standards. Under U.S. GAAP, consolidation is required only when the Company obtains control of a subsidiary, typically through ownership of a majority voting interest or the power to direct significant operational and financial decisions. As of the date of this Offering, Tejascore has no controlling interest in Alpha Maier India, Marelli UM India, or any other operating entity, and is engaged solely in advancing the proposed acquisitions toward closing. Because these transactions remain subject to closing conditions, financing availability, and regulatory approvals, Tejascore does not currently have the ability to control or direct the activities of the target companies.
Accordingly:
- The financial statements included in this Offering reflect only Tejascore's standalone activity.
- No revenues, assets, liabilities, or expenses of the target companies are included in Tejascore's historical financial statements.
- Any financial information relating to the target companies is presented separately or in pro forma form, as required by SEC rules, and is not consolidated into Tejascore's historical financial statements.
The accounting treatment after closing will differ between the two probable acquisitions. Upon completion of the acquisition of a 51% controlling interest in Alpha Maier, Tejascore would obtain control and would consolidate Alpha Maier, applying acquisition accounting under ASC 805, recognizing the identifiable assets acquired and liabilities assumed at fair value, recording any goodwill or bargain-purchase gain as appropriate, and reflecting the remaining 49% as a non-controlling interest. Upon completion of the acquisition of a 39.51% interest in Marelli UM, Tejascore would not obtain control and would not consolidate Marelli UM; instead, it would account for that investment under the equity method in accordance with ASC 323, initially recording the investment at cost and subsequently recognizing its proportionate share of Marelli UM's earnings or losses.
DESCRIPTION OF FISCAL YEAR
Tejascore has adopted March 31 as its fiscal year-end. The financial statements included in this Offering reflect the Company's activities from its date of incorporation through its most recently completed fiscal period ending March 31. Future annual reporting periods will cover the 12-month period from April 1 to March 31, and interim reporting periods will be presented on a semiannual basis in accordance with Regulation A requirements. The selection of a March 31 fiscal year-end aligns the Company's reporting cycle with the anticipated reporting schedules of certain target acquisition entities operating in India, which commonly follow a similar fiscal calendar. However, until any acquisitions are consummated and consolidated reporting is required, Tejascore's standalone financial statements reflect only its own limited activities during the applicable fiscal periods.
TREATMENT OF OFFERING COSTS AND RELATED-PARTY TRANSACTIONS
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Offering-related costs consist of legal, accounting, advisory, filing, marketing-compliance, and other professional fees incurred in connection with the preparation and submission of this Regulation A offering. In accordance with applicable accounting guidance, Tejascore capitalizes certain direct offering costs as deferred offering expenses until the completion of the offering. Upon qualification, these capitalized costs will be offset against additional paid-in capital. If the offering is not completed, any deferred offering costs will be expensed immediately in the period in which such determination is made. General organizational expenses and costs not directly attributable to the offering are expensed as incurred. Because Tejascore is a development-stage company with no operating revenues, offering-related costs represent a significant portion of its expenses for the periods presented. The Company may also engage in certain related-party transactions, such as advisory or support arrangements with affiliated entities in connection with organizational matters or acquisition-related due diligence support. Any such transactions are recorded at the estimated fair value of the services provided and are disclosed in the financial statements in accordance with U.S. GAAP and Regulation A requirements. Tejascore does not currently have any revenue arrangements, financing agreements, or contractual obligations with its founder or affiliates. As the Company progresses toward completing its planned acquisitions, additional related-party transactions may arise, including expense-sharing arrangements, interim financial support, or advisory services. Tejascore will evaluate the accounting treatment of any future related-party transactions based on the nature and substance of the arrangement and will disclose such transactions in the notes to its financial statements as required.
RESULTS OF OPERATIONS
No Revenues to Date
Tejascore has not generated any operating revenues since its formation. The Company is a development-stage holding entity and does not currently own or operate any revenue-generating businesses. As a result, no revenues are reflected in the financial statements for any periods presented. Tejascore does not expect to generate revenues unless and until one or more of the proposed acquisitions are completed and the operating results of the acquired subsidiaries are consolidated into the Company's financial statements.
All activities conducted to date, including corporate formation, offering preparation, acquisition evaluation, legal and advisory engagements, and administrative setup, have not resulted in revenue generation. Accordingly, Tejascore has incurred losses during the periods presented and expects to continue incurring losses until such time as operating entities are acquired and integrated. This absence of revenues is consistent with the Company's current stage of development and its strategic focus on completing the acquisitions necessary to establish an operating platform. The timing of future revenues will depend entirely on the successful consummation of the planned acquisitions and the ability of the acquired businesses to generate operating income thereafter.
OPERATING EXPENSES INCURRED (LEGAL, ADVISORY, PROFESSIONAL FEES)
Since inception, Tejascore's operating expenses have primarily consisted of legal, advisory, accounting, and professional service fees associated with corporate formation, acquisition planning, due diligence activities, and the preparation of this Regulation A offering. These expenditures reflect the Company's early-stage development and its strategic focus on establishing the infrastructure necessary to pursue and consummate the proposed acquisitions.
Key categories of expenses include:
- Legal and regulatory fees related to incorporation, corporate governance, contract drafting, securities law compliance, and preparation of offering documentation.
- Accounting and audit-related fees associated with the development of financial statements, regulatory reporting preparation, and initial evaluation of acquisition-related financial information.
- Consulting and advisory costs related to transaction structuring, business evaluations, industry assessments, and strategic planning.
- Administrative and organizational expenses, including technology, compliance tools, document preparation, and general corporate support.
Because Tejascore does not yet operate revenue-generating businesses, these expenses represent the majority of the Company's costs for the periods presented and have contributed to net losses since inception. The Company expects that professional service expenses will remain significant until the acquisition phase is completed and operational activities commence.
NET LOSS SINCE INCEPTION
Tejascore has incurred a net loss since inception, reflecting its status as a development-stage holding company with no revenue-generating operations. The Company's losses to date are primarily attributable to organizational activities, offering preparation, acquisition-related evaluations, and professional service expenses. Because Tejascore does not yet own or operate any subsidiaries and has not commenced commercial activities, it does not have any offsetting revenue or operating income. The Company expects to continue incurring net losses until one or more acquisitions are completed, revenue-generating operations are consolidated, and the acquired businesses begin contributing to the Company's financial results. Even after closing any acquisition, Tejascore may continue to experience losses due to integration costs, corporate overhead, transaction expenses, and potential investments in technology, personnel, and operational improvements across the acquired subsidiaries. Management expects that net losses will fluctuate based on the timing of acquisition-related activities, professional service engagements, regulatory filings, and funding requirements. These losses are expected and consistent with the Company's early-stage development and acquisition-focused strategy.
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EXPLANATION OF NON-OPERATING ITEMS (IF ANY)
Tejascore's standalone financial statements may include certain non-operating items, primarily consisting of interest income earned on temporary cash balances, minor banking-related charges, or foreign-exchange gains or losses associated with preliminary acquisition activities. These items are incidental and do not reflect ongoing operational performance, as the Company has not commenced commercial activities. Any interest income recognized to date has resulted from funds held in corporate bank accounts prior to deployment toward organizational or offering-related expenditures. Foreign-exchange fluctuations may arise when engaging advisors or reviewing financial information related to potential acquisition targets located in India, and, in connection with the Company's evaluation of a possible future acquisition, in Germany; however, such amounts have not been material for the periods presented. Tejascore does not currently hold debt instruments, long-term investments, or other financial assets that give rise to recurring non-operating income or expenses. Non-operating items recorded to date are therefore limited in nature and are not indicative of future financial performance. As the Company progresses toward completing its acquisition strategy, additional non-operating items may arise, such as transaction-related financing costs, interest expense on borrowings, or gains and losses associated with acquisition accounting adjustments.
LIQUIDITY AND CAPITAL RESOURCES CURRENT CASH POSITION
As of the most recent fiscal period, Tejascore's cash position consists solely of the limited funds contributed by its founders and early-stage supporters to cover organizational costs, preliminary advisory expenses, and offering-related activities. The Company's cash balance is modest and is not sufficient to support long-term operations, complete the planned acquisitions, or fund post-acquisition integration activities. Tejascore does not currently generate any revenues or internal cash flows and therefore relies entirely on external capital to fund its operating expenses. Cash inflows to date have been minimal and have been utilized primarily for legal fees, accounting services, due diligence support, and other professional costs incurred in connection with preparation of this Offering and evaluation of potential acquisitions. Given the Company's early-stage development and limited resources, management expects the cash position to fluctuate based on the timing of offering expenses, advisory engagements, regulatory filings, and acquisition-related evaluations. The Company will require significant additional capital to execute its business plan, and its ability to continue as a going concern is dependent on the successful completion of this Offering and access to further financing.
EXPECTED CASH BURN FOR THE NEXT 12 MONTHS
Based on Tejascore's current operating structure and planned activities, management expects the Company to incur significant cash outflows over the next 12 months. These expenditures will primarily relate to:
- legal, accounting, and advisory services associated with acquisition planning and transaction structuring;
- professional fees required to maintain regulatory compliance and complete the qualification of this Offering;
- due diligence costs associated with evaluating its two probable acquisition targets in India, and its evaluation of a possible future acquisition in Germany;
- preliminary integration planning and corporate infrastructure development; and
- general administrative expenses necessary to support the Company's operations during the pre-acquisition phase.
Given that Tejascore has no operating revenues, all such expenses will be funded from available cash resources and external financing. Without the proceeds of this Offering or other capital sources, the Company's existing cash reserves are insufficient to support the expected burn rate or sustain operations for the next 12 months. Management therefore anticipates that Tejascore will continue to incur net losses and negative operating cash flows during this period. The magnitude and timing of projected cash burn will depend on the pace of the acquisition process, the extent of due diligence required, and the level of professional support needed to advance regulatory filings and corporate development activities.
NEED FOR SUBSTANTIAL EXTERNAL CAPITAL
Tejascore will require substantial external capital to execute its business plan, complete the proposed acquisitions, develop the corporate infrastructure needed to support multi-jurisdiction operations, and fund ongoing working-capital requirements. Because the Company has no operating revenues and no internal sources of liquidity, its ability to continue operations and pursue its strategic objectives depends entirely on obtaining capital from outside sources. The proceeds from this Regulation A offering represent the Company's primary source of funding for the near term. These funds are expected to be used for acquisition consideration, transaction-related fees, integration planning, and general corporate purposes. However, even if the Offering is fully subscribed, Tejascore anticipates that additional capital will likely be required to:
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- complete all components of the acquisition strategy,
- support the operational and working-capital needs of acquired subsidiaries,
- invest in technology upgrades and manufacturing improvements, and
- meet ongoing regulatory, compliance, and corporate governance costs.
There is no assurance that external financing will be available when needed or on terms acceptable to the Company. Future capital raises may involve equity or equity-linked securities that could result in significant dilution to existing shareholders, or debt financing that may include restrictive covenants or repayment obligations. If Tejascore is unable to obtain sufficient external capital, it may be forced to delay, scale back, or abandon key elements of its business plan, including acquisition activities and integration initiatives. Such limitations could materially and adversely affect the Company's financial condition, operations, and long-term strategic objectives. In addition to this Offering, the Company may raise additional capital through private placements conducted pursuant to exemptions from registration under the Securities Act. Any such private placement proceeds may be used to support the Company's liquidity needs, including post-acquisition integration, compliance infrastructure, and general working capital. These private placements are separate from this Offering, and there can be no assurance as to the timing or amount of any such financing.
Based on current assumptions reflected in the Use of Proceeds and pro forma financial information, management believes that the net proceeds from this Offering, if fully raised, will be sufficient to fund the initial acquisition consideration but may not be sufficient to fund all post-closing working-capital requirements, integration costs, or growth initiatives of the acquired businesses.
DEPENDENCE ON PROCEEDS FROM THIS OFFERING
Tejascore's ability to execute its business plan, continue operations, and pursue the proposed acquisitions is heavily dependent on the successful completion of this Regulation A offering. As a development-stage holding company with no operating revenues, Tejascore has limited financial resources and no internal means to fund acquisition activities, transaction expenses, or corporate operations.
The Company expects to use a substantial portion of the offering proceeds to:
- fund acquisition-related costs and purchase considerations;
- support legal, accounting, and advisory expenses associated with due diligence and transaction execution;
- establish the corporate, financial, and compliance infrastructure necessary to manage multi-jurisdiction operations;
- provide initial working capital and integration support for acquired subsidiaries; and fund general corporate and administrative activities.
If Tejascore raises less than the targeted amount, the Company may be unable to complete one or more planned acquisitions, may need to modify the scope of its strategy, or may require additional financing sooner than anticipated. If the Offering is not completed or if the proceeds are insufficient to support planned activities, Tejascore may not be able to sustain operations or progress with its acquisition strategy. Because the Company does not have alternative revenue sources or committed financing arrangements, the Offering proceeds are critical to Tejascore's viability. Failure to secure adequate capital through this Offering could materially impair the Company's liquidity, financial position, and ability to move forward with the intended acquisitions.
FUTURE FINANCING REQUIREMENTS AND UNCERTAINTIES
Even if Tejascore successfully completes this Offering, management expects that additional financing will be required to complete its acquisition strategy, support integration activities, and meet the ongoing capital and operational needs of the businesses it plans to acquire. The Company's long-term liquidity will depend on its ability to secure future funding from equity issuances, debt facilities, strategic investments, or other financing arrangements.
Because Tejascore is a newly formed holding company with no operating history, no revenues, and limited assets, the availability and terms of future financing are inherently uncertain. Factors that may affect the Company's ability to raise additional capital include:
- the level of success in completing the planned acquisitions;
- operating performance and financial condition of acquired subsidiaries;
- market conditions in the automotive electronics and HMI sectors;
- general economic and capital-market environments;
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- investor perception of the Company's risk profile;
- competitiveness against established Tier-1 suppliers; and
- regulatory, legal, or integration challenges that may arise.
Future financing rounds may require Tejascore to issue additional equity or equity-linked securities, which could result in substantial dilution to existing shareholders. Debt financing, if available, may impose restrictive covenants, interest obligations, or repayment terms that limit the Company's financial flexibility. There is no assurance that Tejascore will be able to raise the capital needed to fully implement its strategy or support post-acquisition growth initiatives. If adequate financing is not available on acceptable terms, the Company may have to delay, scale back, or discontinue key components of its business plan, which could materially and adversely impact its financial condition and long-term prospects.
RESTRICTIONS ON ACCESSING SUBSIDIARY CASH (POST-ACQUISITION)
If Tejascore successfully completes one or more of the proposed acquisitions, its ability to access cash generated by its operating businesses will be subject to legal, regulatory, tax, and operational constraints in the jurisdictions in which those businesses operate. Because Tejascore will function as a holding company, it will rely on upstream transfers, such as dividends, management fees, or intercompany payments, principally from its consolidated subsidiary, Alpha Maier India, to fund parent-level expenses, satisfy any debt obligations, and support corporate activities. The Company's interest in Marelli UM India will be a 39.51% non-controlling equity method investment, from which the Company can receive cash only if Marelli UM declares and pays dividends or other distributions; those decisions will rest with Marelli UM and its controlling shareholder, and the Company will not be able to compel them. The operating businesses in India operate under financial and corporate laws that may restrict the timing and amount of dividend distributions, require solvency or profitability tests before cash may be distributed, impose withholding taxes or other charges on cross-border transfers, limit intercompany loans or cash-pooling arrangements, require reinvestment of earnings into local operations, or subject certain fund movements to regulatory approvals or foreign-exchange controls under India's foreign exchange regulations. In addition, the operating businesses may need to retain cash to support their own working-capital needs, capital expenditures, operational improvements, or restructuring efforts. In such cases, available cash may not be legally or operationally accessible to the U.S. holding company even if those businesses are generating positive cash flows, and this risk is heightened for Marelli UM, which the Company does not control and which has reported a material uncertainty related to going concern. These constraints may limit Tejascore's ability to service parent-level liabilities, fund corporate overhead, provide financial support to its consolidated subsidiary, execute additional acquisitions, or meet investor expectations regarding capital deployment. If Tejascore cannot access sufficient cash from its operating businesses, the Company may need to seek additional external financing or adjust its capital-allocation strategy. Such limitations could materially affect the Company's liquidity, financial flexibility, and ability to implement its strategic objectives.
CAPITAL REQUIREMENTS AND FUNDING PLAN
ESTIMATED CAPITAL NEEDED FOR ACQUISITIONS
Tejascore's acquisition strategy involves two probable acquisitions of operating businesses located in India: a 51% controlling interest in Alpha Maier Private Limited, which would be accounted for as a consolidated subsidiary, and a 39.51% non-controlling interest in Marelli UM Electronic Systems Private Limited, which would be accounted for under the equity method. Based on preliminary evaluations, indicative valuations, and early-stage financial assessments, management expects that the total capital required to complete these acquisitions will be substantial and will include not only the purchase consideration but also transaction costs, advisory fees, regulatory expenses, and initial post-closing support.
The estimated capital needed is expected to include:
- Cash payments required to acquire the 51% controlling interest in Alpha Maier and the 39.51% non-controlling interest in Marelli UM;
- Legal, accounting, and due diligence costs associated with evaluating and structuring each transaction;
- Regulatory and compliance-related expenses, including foreign investment and other approvals in India;
- Working-capital support that may be required in connection with the consolidated subsidiary following the acquisition;
- Integration-related costs, including harmonizing systems, processes, and governance structures at the operations the Company controls; and
- Potential settlement of outstanding obligations or other transaction-related adjustments at the subsidiary level.
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These estimates are preliminary and may change materially based on ongoing financial due diligence, valuation refinements, negotiations with the sellers, currency fluctuations, and market conditions. Final transaction costs may be higher or lower than current projections, and additional capital may be needed if operational or financial conditions at the target companies differ from those anticipated. The Company's ability to stabilize, enhance, or integrate Marelli UM is limited because it will hold only a non-controlling interest and will not control that company's operations. Given the foregoing, Tejascore expects that a significant portion of the Offering proceeds will be allocated toward covering the costs of the two probable acquisitions, and the Company may also need to raise additional capital, through equity or debt financing, to complete its acquisition strategy and to pursue any possible future acquisition.
PLANNED USE OF OFFERING PROCEEDS
Tejascore intends to use the proceeds from this Offering to fund the core components of its acquisition strategy and support the establishment of a functional holding-company structure capable of overseeing multi-jurisdiction operations. Because the Company does not have operating revenues or internal sources of liquidity, the Offering proceeds represent the primary source of capital available to advance its strategic objectives. Although final allocations may vary based on the amount of capital raised and the results of ongoing negotiations and due diligence, the Company currently anticipates applying a significant portion of the Offering proceeds toward:
- Acquisition-related payments, including upfront consideration required to obtain controlling interests in the proposed subsidiaries;
- Transaction costs, including legal, accounting, valuation, and due diligence expenses associated with evaluating, structuring, and executing the acquisitions;
- Regulatory and compliance expenditures, including filings, permits, and other jurisdictional requirements;
- Integration and initial working-capital support for acquired subsidiaries to facilitate operational stabilization and early-stage improvements;
- Corporate infrastructure development, including financial reporting systems, governance processes, internal controls, and group-wide administrative functions;
- General corporate purposes, which may include professional services, insurance, travel, technology, and other administrative expenses necessary to support ongoing operations.
If the Company raises less than the target amount, Tejascore may be unable to complete one or more of the proposed acquisitions and may need to prioritize specific transactions, pursue alternative financing sources, or adjust the scope of its integration and development plans. Conversely, if the Company raises additional capital through follow-on offerings or other financing arrangements, it may allocate incremental resources toward further acquisitions, capacity expansion, or strategic investments. The Company will update the final allocation of Offering proceeds once available information, transaction structures, and financing requirements are sufficiently developed. While the Company retains discretion to adjust the allocation of proceeds if circumstances change, the current plan assumes that acquisition consideration will represent the primary use of Offering proceeds.
ADDITIONAL CAPITAL NEEDS BEYOND THIS OFFERING
Even if this Offering is fully subscribed, Tejascore expects that additional capital will be required to execute its full acquisition strategy, support the working-capital needs of acquired subsidiaries, and fund ongoing corporate development and integration activities. The costs associated with acquiring and operationalizing multiple businesses across different jurisdictions, particularly in the automotive electronics and HMI sectors, are substantial and may exceed the initial capital raised through this Regulation A offering.
Post-offering capital needs may arise from:
- acquisition-related adjustments, including contingent payments, purchase-price refinements, or settlement of subsidiary liabilities;
- post-closing working-capital injections required to stabilize operations or support growth initiatives at acquired subsidiaries;
- capital expenditures for technology upgrades, equipment replacement, automation, or manufacturing improvements;
- integration-related costs, including harmonization of systems, processes, and internal controls across the group;
- corporate overhead expenses, including enhanced compliance, reporting, audit readiness, and governance functions;
- foreign-exchange fluctuation impacts on acquisition consideration and subsidiary cash flows;
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- potential refinancing requirements if any target entities carry existing borrowings or short-term obligations.
The Company anticipates pursuing additional financing through a combination of:
- follow-on equity offerings,
- private placements,
- strategic investment partnerships,
- or debt financing, if available on acceptable terms.
However, there is no guarantee that future capital will be available when needed or on terms favorable to the Company. Equity financing may result in dilution to existing shareholders, while debt financing may impose restrictive covenants or repayment obligations that limit financial and operational flexibility.
Failure to obtain sufficient additional capital could restrict Tejascore's ability to complete planned acquisitions, slow integration progress, or limit the Company's ability to invest in necessary operational improvements, each of which could materially affect the Company's long-term prospects.
POTENTIAL SOURCES OF ADDITIONAL FINANCING
Given the scale of Tejascore's acquisition strategy and the expected capital requirements associated with post-closing integration and operational support, the Company anticipates seeking additional financing beyond the proceeds of this Offering. As a development-stage holding company with no operating revenues, Tejascore must rely on external capital markets and third-party funding sources to support its growth and liquidity needs. Potential sources of additional financing include the following. The Company may pursue follow-on equity offerings, including additional equity issuances under Regulation A, Regulation D, or other available exemptions, or a future registered offering if appropriate. Equity financing would provide access to long-term capital but may result in significant dilution to existing shareholders. The Company may also undertake private placements to institutional or strategic investors, involving institutional investors, family offices, or strategic partners within the automotive, electronics, or technology sectors, which may take the form of preferred equity, convertible securities, or structured investment agreements. If available on acceptable terms, Tejascore may obtain debt financing, including term loans, revolving credit facilities, acquisition financing, or working-capital lines of credit from commercial lenders or specialty finance institutions; debt instruments may impose restrictive covenants, interest obligations, or collateral requirements that could affect financial flexibility. In connection with the proposed acquisitions, certain transaction structures may also include vendor or seller financing, such as deferred consideration, installment payments, promissory notes, or earn-out arrangements that reduce upfront cash requirements but depend on negotiations and may increase post-closing obligations. Following the completion of acquisitions, the operating businesses in India may qualify for government incentives, technology grants, or subsidized financing programs, although these sources are typically restricted, competitive, and subject to eligibility criteria. Over the longer term, the Company may also rely on internal cash flows, principally distributions and cash flows from its consolidated subsidiary, Alpha Maier, and, only to the extent declared, any dividends from its non-controlling equity method investment in Marelli UM, to support corporate and capital needs. Such cash flows are subject to regulatory restrictions, local capital requirements, and operational priorities, may not be readily available to the U.S. parent, and, in the case of Marelli UM, cannot be compelled by the Company because it does not control that company. While Tejascore intends to explore these financing avenues, there is no assurance that additional capital will be available when needed, in sufficient amounts, or on terms favorable to the Company. Any inability to secure required financing may limit the Company's ability to complete its acquisition strategy, support its operating businesses, or pursue growth initiatives.
DILUTION CONSIDERATIONS
Because Tejascore has limited capital resources, no operating revenues, and substantial funding requirements associated with its planned acquisitions, existing shareholders should expect that the Company will likely issue additional equity or equity-linked securities in the future. Any such issuances may result in significant dilution to investors who purchase shares in this Offering.
Dilution may occur under several circumstances:
- Equity raised to complete acquisitions- If the net proceeds from this Offering are insufficient to fund the full purchase consideration for one or more target companies, Tejascore may issue additional shares to raise the required capital.
- Follow-on equity offerings- To support post-acquisition working capital, integration initiatives, or corporate development, the Company may conduct subsequent capital raises at valuations that may be lower than expected.
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- Equity or convertible instruments issued to lenders or strategic partners- Debt financing may require warrants, conversion features, or other equity components that dilute existing shareholders.
- Equity issued as part of acquisition consideration- The Company may use shares as part of the purchase price to sellers, which would reduce the ownership percentage of existing investors.
- Equity issued for compensation- Tejascore may adopt equity incentive plans or issue stock-based compensation to attract and retain management and key personnel post-acquisition.
Because Tejascore is a newly formed holding company without revenues, its valuation is highly sensitive to capital-raising outcomes, acquisition progress, market conditions, and investor sentiment. As such, future financing rounds may occur at prices that are below the price per share in this Offering, resulting in additional dilution. Investors should therefore consider the likelihood that their ownership percentage in the Company may decrease as Tejascore pursues additional capital to support its acquisition strategy and long-term operational needs.
ANTICIPATED POST-ACQUISITION LIQUIDITY NEEDS
WORKING-CAPITAL NEEDS OF SUBSIDIARIES
If Tejascore successfully completes its proposed acquisitions, the nature of its responsibility for the working-capital requirements of the acquired businesses will differ between the two probable acquisitions. With respect to Alpha Maier India, which would be a consolidated subsidiary, the Company would effectively bear responsibility for supporting that business's working-capital needs. With respect to Marelli UM India, in which the Company would hold only a 39.51% non-controlling equity method interest, the Company would not control or be responsible for funding that company's working capital; the provision of any working-capital support to Marelli UM would rest with Marelli UM and its controlling shareholder, and the Company would have no obligation, and limited ability, to fund it. Businesses operating in the automotive electronics, HMI systems, and plastics-manufacturing sectors typically require substantial working capital to fund inventory, raw materials, tooling, payroll, freight, and supplier settlements, and these needs may be heightened during production ramp-up, supply-chain disruptions, or customer-driven engineering changes. The operating businesses are located in India, where working-capital cycles are influenced by the extended payment terms commonly required by automotive OEM customers, timing differences between receivables collection and supplier payment obligations, fluctuations in material costs (including resins, metals, electronic components, and chemicals), inventory requirements driven by program schedules and procurement lead times, labor and energy costs, and currency movements affecting purchasing costs and foreign-currency receivables. Following the acquisitions, the consolidated subsidiary may require additional liquidity to maintain stable operations, meet customer schedules, and avoid production interruptions, and may require near-term working-capital support if it experiences temporary financial strain, operating inefficiencies, or delayed customer payments. Marelli UM has reported a material uncertainty related to going concern and significant overdue payables, but because the Company will not control Marelli UM, it would not be responsible for funding that company's working capital, and any deterioration there would affect the Company through the value of its equity method investment rather than as a direct funding obligation. Tejascore anticipates that a portion of the Offering proceeds, as well as future external financing, may be required, principally in respect of its consolidated subsidiary, to bridge timing gaps between cash inflows and outflows, fund inventory buildup for new program launches, stabilize operations during integration, cover unexpected increases in supplier pricing or logistics costs, and support capital investment in manufacturing or engineering capabilities. If adequate working capital is not available to its consolidated subsidiary, that business may face operational disruptions, supplier delays, production stoppages, or customer penalties, any of which could materially affect the consolidated financial condition and performance of the Company.
INTEGRATION COSTS
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Following the completion of the proposed acquisitions, Tejascore expects to incur integration costs, principally in connection with its consolidated subsidiary, Alpha Maier India, as it works to align that business's operations, systems, processes, governance practices, and reporting frameworks with the Company's corporate functions in the United States. With respect to Marelli UM India, the Company will hold only a 39.51% non-controlling equity method interest and will not control that company's operations; integration in the conventional sense will therefore be limited, and the Company's activities will consist principally of establishing the coordination and information flows necessary to oversee the investment and apply the equity method, which will depend on the cooperation of Marelli UM and its controlling shareholder. Integration activities at the consolidated subsidiary are intended to establish a stable operating and reporting model and to support anticipated efficiencies, but they require financial resources and management effort. Integration costs may include systems integration, such as the harmonization of ERP platforms, financial-reporting tools, cybersecurity infrastructure, and IT networks at the consolidated subsidiary; process alignment, including the standardization of procurement, quality assurance, engineering workflows, program management, and HR policies; professional services, such as legal, accounting, tax advisory, technology consulting, and integration-management support; facility upgrades or consolidation, including retooling, layout modifications, or capital investments needed to achieve operational consistency; training and onboarding costs associated with implementing new systems, safety protocols, and corporate governance standards; management additions, including hires needed to support the Company's operating platform; and coordination and oversight expenses associated with cross-functional teams, including coordination with the equity method investee. Integration expenses may arise immediately following the acquisition and may continue over an extended period as the Company stabilizes operations and develops its reporting and oversight capabilities. The magnitude and timing of these costs will depend on the complexity of the acquired business, the degree of alignment required, and the condition of the legacy systems and processes at the consolidated subsidiary. Because Tejascore does not currently generate revenues or cash flows, a portion of the Offering proceeds, together with potential future financing, will be needed to fund these integration initiatives. Failure to adequately fund integration activities could delay operational improvements, reduce potential synergies, and negatively affect the Company's overall financial and strategic objectives.
SYNERGY INVESTMENTS
In addition to the costs associated with integration, Tejascore expects to incur synergy-driven investments aimed at enhancing the long-term competitiveness, efficiency, and technological capabilities of its acquired subsidiaries. These investments are intended to strengthen the consolidated group's ability to compete in the automotive electronics, HMI, and decorated-plastics markets by enabling collaboration, improving capacity utilization, and expanding the range of services offered to OEM customers.
Synergy investments may include:
- technology upgrades, such as modernization of SMT/THT lines, automation of molding and assembly operations, adoption of advanced testing equipment, and implementation of enhanced quality-control systems;
- engineering collaboration, including shared development platforms, joint design initiatives, software tool harmonization, and coordinated product roadmaps;
- supply-chain optimization, such as vendor consolidation, negotiated volume pricing, centralized procurement strategies, and shared logistics networks;
- manufacturing efficiency improvements, including lean manufacturing initiatives, equipment standardization, cross-training of personnel, and productivity-enhancement programs;
- product integration, enabling electronics capabilities from one subsidiary to be combined with plastics or HMI solutions from another to create integrated modules or systems for OEM customers;
- customer-development initiatives, such as coordinated RFQ responses, unified business-development teams, and cross-selling opportunities across subsidiaries.
These synergy investments are expected to require substantial capital, particularly in the early stages of post-acquisition integration. The timing, scale, and effectiveness of synergy investments will vary based on the operational readiness of each subsidiary and the degree of alignment needed across the group.
Because Tejascore does not currently generate operating cash flows, a portion of the Offering proceeds and future financing may be needed to support these investments. Delays or limitations in funding synergy initiatives could reduce expected operational improvements, limit competitiveness, or postpone anticipated benefits of the combined operations.
CASH MANAGEMENT ACROSS INDIA AND THE UNITED STATES
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Upon completion of the proposed acquisitions, Tejascore will need to implement a coordinated cash-management framework covering its consolidated subsidiary in India, Alpha Maier, with oversight and reporting consolidated at the U.S. holding-company level. Managing liquidity across jurisdictions introduces operational, regulatory, tax, and foreign-exchange complexities that will influence the Company's post-acquisition financial position. The Company's 39.51% non-controlling equity method investment in Marelli UM India will fall outside this framework in important respects: because the Company will not control Marelli UM, it cannot include that company in centralized liquidity planning or cash-pooling arrangements, cannot direct its treasury, and cannot compel distributions from it, so cash at Marelli UM will not be available to the Company's treasury function except to the extent of any dividends Marelli UM's controlling shareholder elects to declare. Cash management will be affected by local banking regulations, which may limit intercompany transfers or impose restrictions on dividend distributions; foreign-exchange rules, including capital-control requirements under India's foreign exchange regulations and withholding-tax obligations on cross-border remittances; regional working-capital needs, which may require the consolidated subsidiary to retain cash to support procurement, payroll, production, and customer-delivery schedules; timing differences between receivables collection from OEM customers and payment obligations to suppliers; regulatory constraints on upstreaming funds to the U.S. parent, including profitability requirements and solvency tests; and currency volatility, principally between USD and INR, which may affect liquidity forecasts and consolidated results. Tejascore anticipates that it will need to establish treasury controls, including centralized liquidity planning and cash-flow forecasting for the operations it controls, multi-currency banking relationships, structured intercompany funding mechanisms with its consolidated subsidiary, policies governing dividends and loans, hedging strategies to mitigate foreign-exchange risk, and compliance processes to support regulatory reporting across jurisdictions. Effective cash management will be important to ensuring that the consolidated subsidiary maintains sufficient liquidity to operate, while enabling Tejascore to meet parent-level obligations, support integration activities, and pursue strategic investments. Any inability to coordinate and manage cash efficiently could lead to liquidity shortfalls, operational disruptions, or increased financing needs, each of which could materially affect the Company's consolidated financial condition.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALPHA MAIER PRIVATE LIMITED
Fiscal years ended March 31, 2026 and March 31, 2025
(All amounts are presented in Indian Rupees in lakhs unless otherwise stated. One lakh equals 100,000.)
The following discussion and analysis of the financial condition and results of operations of Alpha Maier Private Limited ("Alpha Maier" or the "Company") should be read together with the Company's audited financial statements as at and for the fiscal years ended March 31, 2026 and March 31, 2025, and the related notes, including the reconciliation to U.S. GAAP set forth in Notes 39 through 42, each of which is included elsewhere in this Offering Circular. This discussion contains forward-looking statements that are based on current expectations and assumptions and involve risks and uncertainties. The Company's actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those described under "Risk Factors" and the risk factors relating to Alpha Maier and its proposed acquisition elsewhere in this Offering Circular. Alpha Maier is the target of a proposed acquisition by Tejascore Techsystems Inc. and is not the issuer of the securities offered hereby; this discussion concerns Alpha Maier on a historical, standalone basis and does not give effect to the proposed acquisition.
OVERVIEW
Alpha Maier is a private limited company incorporated in India (Corporate Identity Number U35990DL2010PTC202385) engaged in the manufacture and supply of automotive components, principally injection-molded plastic components and related precision parts supplied to automotive original equipment manufacturers ("OEMs") and their tier suppliers. The Company operates manufacturing facilities in India and reports on a fiscal year ending March 31. As at March 31, 2026, the Company was owned as to 51% by UM Autocomp Private Limited and 49% by Mikeldi Inversiones, S.L.U., and its issued and paid-up share capital comprised 22,200,000 equity shares of INR 10 each. Tejascore Techsystems Inc. proposes to acquire a 51% controlling equity interest in Alpha Maier for cash consideration of approximately USD 8.21 million, inclusive of the cash and cash equivalents component. Upon completion of the proposed acquisition, Alpha Maier would be accounted for as a business combination under ASC 805 and consolidated as a majority-owned subsidiary of Tejascore Techsystems Inc. under ASC 810, with the remaining 49% interest presented as a non-controlling interest. The proposed acquisition remains subject to the satisfaction of the conditions to closing under the executed agreement to sale dated July 16, 2026, and may not be completed on the terms described, on the anticipated timeline, or at all.
The Company's operations during the periods presented were profitable and cash-generative.
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| (INR in lakhs, except EPS and percentages) | FY 2026 | FY 2025 | % Change |
| Revenue from operations | 12,917.31 | 12,283.02 | 5.2 |
| Total income | 13,098.81 | 12,456.06 | 5.2 |
| EBITDA (1) | 884.91 | 1,079.95 | -18.1 |
| Profit before tax | 264.99 | 505.75 | -47.6 |
| Profit for the year | 198.30 | 366.52 | -45.9 |
| Total assets | 6,820.66 | 6,790.16 | 0.4 |
| Shareholders' equity | 4,484.31 | 4,286.01 | 4.6 |
| Cash and cash equivalents | 1,745.60 | 861.57 | 102.6 |
| Total borrowings | 86.40 | 147.90 | -41.6 |
| Basic and diluted EPS (INR) | 0.89 | 1.65 | -45.9 |
(1) EBITDA is a non-GAAP measure calculated as profit before tax plus finance costs plus depreciation and amortization. EBITDA is presented as supplemental information and should not be considered in isolation or as a substitute for profit for the year or other measures determined in accordance with Indian GAAP or U.S. GAAP.
BUSINESS AND OPERATIONS
The Company manufactures injection-molded plastic components and related precision parts for the automotive sector. Its production processes include polymer injection molding, surface finishing and painting, and assembly operations. The Company's revenue is generated principally from the sale of components to automotive customers, and its cost base is driven by polymer and other raw material inputs, labor, energy, and the operation and maintenance of its manufacturing assets, including tooling and molds. The Company's operations are characterized by a significant fixed asset base and by working capital tied up in inventories and trade receivables. Because the Company supplies the automotive sector, its order volumes are linked to vehicle production schedules and to the lifecycle of the specific programs it supplies. The Company's results are therefore affected by automotive production cycles, by the introduction and discontinuation of vehicle models, and by sourcing decisions made by its customers.
INDUSTRY ENVIRONMENT AND COMPETITIVE LANDSCAPE
The Company operates in the automotive components industry, which is cyclical and closely tied to overall vehicle production volumes and broader economic conditions. Demand for automotive plastic and precision components is influenced by trends in vehicle production, model mix, content per vehicle, and the increasing use of engineered plastics and integrated components in vehicle interiors and exteriors. The industry is competitive and includes a range of domestic and international suppliers, and pricing is subject to ongoing pressure from customers seeking cost reductions over the life of a program. Suppliers in this industry typically operate under multi-year program arrangements with their customers, with volumes that depend on the customer's production of the underlying vehicle platforms. Success in the industry depends on the ability to maintain quality and delivery performance, to manage raw material and energy costs, to operate efficiently at scale, and to win replacement and new programs as existing programs reach the end of their lifecycle. These industry characteristics affect the Company's revenue stability, margins, and capital expenditure requirements.
KEY FACTORS AFFECTING RESULTS OF OPERATIONS
The Company's results of operations are affected principally by the following factors:
- OEM demand and program volumes. The Company's revenue depends on the production volumes of the automotive programs it supplies. Changes in vehicle production schedules, model launches and discontinuations, and customer sourcing decisions directly affect order volumes and revenue.
- Raw material costs. Plastic granules and related polymer inputs represent the largest component of the Company's cost of materials. Movements in the prices of these inputs, which are influenced by petrochemical feedstock prices and currency movements, directly affect gross margin.
- Capacity utilization and manufacturing efficiency. As a manufacturer with a significant fixed asset base, the Company's profitability is sensitive to capacity utilization, scrap and yield rates, and the absorption of fixed manufacturing overhead. Higher utilization improves the absorption of fixed costs and supports margins.
- Energy and conversion costs. Electricity and other energy inputs are a meaningful component of the Company's conversion cost, and movements in energy prices affect operating expenses.
- Foreign currency and financing costs. The Company has a euro-denominated external commercial borrowing carrying interest at a floating rate, exposing it to interest rate and foreign currency risk.
- Inter-unit transactions. The Company's gross sales and purchases include inter-unit transfers that are eliminated in arriving at reported revenue from operations and cost of materials consumed; the level of such transfers affects the comparison of gross and net figures between periods.
RESULTS OF OPERATIONS
The following table sets forth the Company's statement of profit and loss for the periods indicated, with each line item also expressed as a percentage of revenue from operations.
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| (INR in lakhs) | FY 2026 | % | FY 2025 | % |
| Revenue from operations | 12,917.31 | 100.0 | 12,283.02 | 100.0 |
| Other income | 181.50 | 1.4 | 173.04 | 1.4 |
| Total income | 13,098.81 | 101.4 | 12,456.06 | 101.4 |
| Cost of materials consumed | 8,019.38 | 62.1 | 7,268.52 | 59.2 |
| Changes in inventories | -13.11 | -0.1 | -76.46 | -0.6 |
| Employee benefit expenses | 1,976.87 | 15.3 | 1,953.41 | 15.9 |
| Finance costs | 61.28 | 0.5 | 70.44 | 0.6 |
| Depreciation and amortization | 558.64 | 4.3 | 503.77 | 4.1 |
| Other administrative expenses | 2,230.76 | 17.3 | 2,230.63 | 18.2 |
| Total expenses | 12,833.82 | 99.4 | 11,950.32 | 97.3 |
| Profit before tax | 264.99 | 2.1 | 505.75 | 4.1 |
| Total tax expense | 66.69 | 0.5 | 139.22 | 1.1 |
| Profit for the year | 198.30 | 1.5 | 366.52 | 3.0 |
Revenue from Operations
Revenue from operations increased by 5.2% to INR 12,917.31 lakhs in FY 2026 from INR 12,283.02 lakhs in FY 2025. Reported revenue from operations is stated net of inter-unit sales, which decreased to INR 461.87 lakhs in FY 2026 from INR 660.89 lakhs in FY 2025. Gross sales before the elimination of inter-unit sales increased by 3.4% to INR 13,379.18 lakhs in FY 2026 from INR 12,943.91 lakhs in FY 2025, reflecting growth in underlying customer offtake, supplemented by the lower level of inter-unit transfers eliminated in FY 2026. Management considers the level of inter-unit transfers when assessing period-over-period revenue trends, because changes in such transfers affect reported revenue from operations without a corresponding change in gross sales.
Other Income
Other income increased to INR 181.50 lakhs in FY 2026 from INR 173.04 lakhs in FY 2025. Other income comprises interest on fixed deposits of INR 21.84 lakhs (FY 2025: INR 12.01 lakhs), foreign exchange fluctuation gains of INR 39.33 lakhs (FY 2025: INR 13.83 lakhs), and other miscellaneous income of INR 120.33 lakhs (FY 2025: INR 147.20 lakhs). Higher interest income reflected the substantially higher fixed deposit balances held during the year, and higher exchange gains reflected favorable movements on foreign currency exposures.
Cost of Materials Consumed
Cost of materials consumed increased by 10.3% to INR 8,019.38 lakhs in FY 2026 from INR 7,268.52 lakhs in FY 2025, and increased as a percentage of revenue from operations to 62.1% from 59.2%. Cost of materials consumed is stated net of inter-unit purchases of INR 461.87 lakhs in FY 2026 (FY 2025: INR 660.89 lakhs). The principal input was plastic granules and other plastic parts, at INR 6,375.74 lakhs in FY 2026 (FY 2025: INR 6,018.90 lakhs), followed by rings of INR 791.73 lakhs (FY 2025: INR 794.15 lakhs), packing material of INR 356.70 lakhs (FY 2025: INR 338.49 lakhs), paints and thinners of INR 259.53 lakhs (FY 2025: INR 254.36 lakhs), and other materials of INR 697.55 lakhs (FY 2025: INR 523.51 lakhs). Because polymer inputs constitute the largest component of materials cost, the Company’s gross margin is sensitive to movements in polymer prices, and the increase in the materials cost ratio in FY 2026 reflected input cost movements and product mix.
Changes in Inventories
Changes in inventories of finished goods represented a credit of INR 13.11 lakhs in FY 2026, compared with a credit of INR 76.46 lakhs in FY 2025, reflecting an increase in closing finished goods inventory to INR 388.36 lakhs at March 31, 2026 from INR 375.25 lakhs at March 31, 2025.
Employee Benefit Expenses
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Employee benefit expenses increased to INR 1,976.87 lakhs in FY 2026 from INR 1,953.41 lakhs in FY 2025, and decreased as a percentage of revenue from operations to 15.3% from 15.9%. Salary, wages and other allowances increased to INR 1,124.13 lakhs in FY 2026 from INR 1,103.19 lakhs in FY 2025, labour charges increased to INR 505.05 lakhs from INR 494.07 lakhs, and overtime allowance increased to INR 108.26 lakhs from INR 94.67 lakhs, while bonus, ex gratia, gratuity and leave encashment decreased to INR 75.12 lakhs from INR 100.40 lakhs.
Finance Costs
Finance costs decreased to INR 61.28 lakhs in FY 2026 from INR 70.44 lakhs in FY 2025. Interest on borrowings fell to INR 5.62 lakhs in FY 2026 from INR 11.96 lakhs in FY 2025 as the external commercial borrowing was substantially repaid during the year. Cash discount allowed was INR 52.28 lakhs (FY 2025: INR 52.19 lakhs), and bank charges were INR 3.38 lakhs (FY 2025: INR 6.29 lakhs).
Depreciation and Amortization
Depreciation and amortization increased to INR 558.64 lakhs in FY 2026 from INR 503.77 lakhs in FY 2025, reflecting a full period of depreciation on the enlarged asset base placed in service in prior years.
Other Administrative Expenses
Other administrative expenses were INR 2,230.76 lakhs in FY 2026, substantially unchanged from INR 2,230.63 lakhs in FY 2025, although their composition changed materially. FY 2026 includes a loss on sale of machinery of INR 237.43 lakhs (FY 2025: nil) arising from the disposal of plant and machinery during the year. Excluding that item, other administrative expenses decreased, driven principally by lower repair and maintenance of plant and machinery of INR 214.07 lakhs (FY 2025: INR 290.14 lakhs), lower business promotion and business support services of INR 42.41 lakhs (FY 2025: INR 107.32 lakhs), lower technical assistance charges of INR 10.17 lakhs (FY 2025: INR 102.94 lakhs), and lower diesel and LPG expenses of INR 88.62 lakhs (FY 2025: INR 121.52 lakhs), partially offset by higher electricity expenses of INR 555.94 lakhs (FY 2025: INR 513.56 lakhs) and higher aggregate rental expense on plant, warehouse, vehicles and solar assets of INR 466.43 lakhs (FY 2025: INR 424.80 lakhs).
Income Tax Expense
The total income tax expense was INR 66.69 lakhs in FY 2026, comprising current tax of INR 125.64 lakhs and a deferred tax credit of INR 58.95 lakhs. In FY 2025, the total income tax expense was INR 139.22 lakhs, comprising current tax of INR 188.00 lakhs and a deferred tax credit of INR 48.78 lakhs. The deferred tax credits in both periods principally reflected timing differences, including those relating to depreciation and provisions, and the net deferred tax asset increased to INR 248.54 lakhs at March 31, 2026 from INR 189.58 lakhs at March 31, 2025.
Profit for the Year
As a result of the foregoing, and principally reflecting the loss on sale of machinery described above, profit before tax decreased by 47.6% to INR 264.99 lakhs in FY 2026 from INR 505.75 lakhs in FY 2025, and profit for the year decreased by 45.9% to INR 198.30 lakhs from INR 366.52 lakhs. Excluding the loss on sale of machinery, profit before tax was INR 502.42 lakhs in FY 2026, broadly stable against FY 2025. The profit before tax margin was 2.1% in FY 2026 (FY 2025: 4.1%), the net profit margin was 1.5% (FY 2025: 3.0%), and basic and diluted earnings per share were INR 0.89 (FY 2025: INR 1.65).
KEY PERFORMANCE INDICATORS
Management monitors a number of financial performance indicators, derived from the audited financial statements, in assessing the Company's operating performance and financial position.
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| FY 2026 | FY 2025 | |
| EBITDA margin (1) | 6.9% | 8.8% |
| Profit before tax margin | 2.1% | 4.1% |
| Net profit margin | 1.5% | 3.0% |
| Return on equity (2) | 4.4% | 8.6% |
| Return on total assets (3) | 2.9% | 5.4% |
| Current ratio (4) | 2.25 | 1.88 |
| Total borrowings to equity | 0.019 | 0.035 |
| Trade receivable days (5) | 37.5 | 49.1 |
| Inventory days (6) | 47.7 | 65.7 |
| Trade payable days (6) | 69.0 | 78.6 |
| (INR in lakhs) | FY 2026 | FY 2025 |
| Operating profit before working capital changes | 1,044.84 | 997.51 |
| Net cash from operating activities | 1,078.52 | 504.82 |
| Net cash used in investing activities | -127.37 | -21.01 |
| Net cash used in financing activities | -67.12 | -107.91 |
| Net increase in cash and cash equivalents | 884.03 | 375.90 |
| Cash and cash equivalents, end of year | 1,745.60 | 861.57 |
Operating Activities
Net cash generated from operating activities was INR 1,078.52 lakhs in FY 2026, compared with INR 504.82 lakhs in FY 2025. Operating cash flow in FY 2026 reflected operating profit before working capital changes of INR 1,044.84 lakhs and a net release of working capital, including a decrease in inventories of INR 261.32 lakhs and a decrease in trade receivables of INR 326.27 lakhs, partially offset by an increase in short-term loans and advances of INR 349.78 lakhs and a decrease in trade payables of INR 49.57 lakhs, less income taxes paid of INR 188.00 lakhs.
Investing Activities
Net cash used in investing activities was INR 127.37 lakhs in FY 2026, compared with INR 21.01 lakhs in FY 2025, comprising payments for property, plant and equipment, net of proceeds from disposals, of INR 141.05 lakhs, partially offset by interest received on fixed deposits of INR 13.68 lakhs.
Financing Activities
Net cash used in financing activities was INR 67.12 lakhs in FY 2026, compared with INR 107.91 lakhs in FY 2025, consisting of the repayment of the external commercial borrowing of INR 61.51 lakhs, net of exchange restatement, and interest paid of INR 5.62 lakhs. As a result of the foregoing, cash and cash equivalents, including fixed deposits, increased to INR 1,745.60 lakhs at March 31, 2026 from INR 861.57 lakhs at March 31, 2025.
Working Capital
As at March 31, 2026, the Company held inventories of INR 1,047.44 lakhs (March 31, 2025: INR 1,308.75 lakhs), comprising raw materials of INR 385.68 lakhs, finished goods of INR 388.36 lakhs, stores and spares of INR 152.38 lakhs, work-in-progress of INR 116.30 lakhs, and goods in transit of INR 4.72 lakhs. Trade receivables decreased to INR 1,325.66 lakhs (March 31, 2025: INR 1,651.93 lakhs), stated net of a provision for doubtful debts of INR 9.79 lakhs, with trade receivable days improving to 37.5 from 49.1. Trade payables, comprising amounts due to micro and small enterprises and to other creditors, were INR 1,516.56 lakhs as at March 31, 2026 (March 31, 2025: INR 1,566.12 lakhs). Short-term loans and advances increased to INR 543.22 lakhs (March 31, 2025: INR 193.44 lakhs), reflecting advances to suppliers and project cost recoverable. The Company’s current ratio improved to 2.25 as at March 31, 2026 from 1.88 as at March 31, 2025.
CAPITAL EXPENDITURE AND ASSET BASE
The Company maintains a significant fixed asset base supporting its manufacturing operations, including plant and machinery, tooling, and molds. Net property, plant and equipment decreased to INR 1,545.62 lakhs as at March 31, 2026 from INR 2,200.64 lakhs as at March 31, 2025, reflecting depreciation for the year of INR 558.64 lakhs and the disposal of plant and machinery during the year, which gave rise to the loss on sale of INR 237.43 lakhs described above. Intangible assets were INR 8.23 lakhs at each balance sheet date. Following the disposals, management expects future capital expenditure to be directed principally toward the maintenance and periodic replacement of tooling and equipment, subject to program requirements.
FINANCIAL CONDITION
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Total assets were INR 6,820.66 lakhs as at March 31, 2026, compared with INR 6,790.16 lakhs as at March 31, 2025, with reductions in net property, plant and equipment, inventories and trade receivables offset by increases in cash and cash equivalents and short-term loans and advances. Shareholders’ equity increased to INR 4,484.31 lakhs as at March 31, 2026 from INR 4,286.01 lakhs as at March 31, 2025, comprising share capital of INR 2,220.00 lakhs and reserves and surplus of INR 2,264.31 lakhs (March 31, 2025: INR 2,066.01 lakhs). The increase in reserves and surplus corresponded to the profit retained for the year. Book value per share increased to INR 20.20 as at March 31, 2026 from INR 19.31 as at March 31, 2025.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The Company’s contractual obligations consist principally of its borrowings and lease arrangements. The external commercial borrowing from Mikeldi Inversiones, S.L.U., an affiliate of the 49% shareholder, was substantially repaid during FY 2026; the remaining balance of INR 86.40 lakhs is classified within short-term borrowings as current maturities as at March 31, 2026, and the non-current portion is nil (March 31, 2025: INR 77.05 lakhs non-current and INR 70.85 lakhs current). The Company leases plant, warehouse and other premises and assets; aggregate rental expense recognized within other administrative expenses was INR 466.43 lakhs in FY 2026 (FY 2025: INR 424.80 lakhs). The Company also carries a non-current provision for gratuity of INR 180.67 lakhs as at March 31, 2026 (March 31, 2025: INR 181.86 lakhs).
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
The Company is exposed to foreign currency risk principally through imported raw materials and equipment and, until its repayment during FY 2026, through its euro-denominated external commercial borrowing. The Company recognized foreign exchange fluctuation gains of INR 39.33 lakhs in FY 2026 (FY 2025: INR 13.83 lakhs) within other income. Because the proposed acquisition consideration and the related pro forma information are expressed in U.S. Dollars while the Company reports in Indian Rupees, fluctuations in the INR/USD exchange rate would also affect the U.S. Dollar value of the Company’s results and net assets when translated for presentation in this Offering Circular.
Interest Rate Risk
The external commercial borrowing carried interest at a floating rate of three-month Euribor plus 3.25%. Interest on borrowings was INR 5.62 lakhs in FY 2026 (FY 2025: INR 11.96 lakhs). The Company’s exposure to interest rate risk has been substantially eliminated by the repayment of the borrowing during FY 2026.
Credit Risk
The Company is exposed to credit risk on its trade receivables, which were INR 1,325.66 lakhs as at March 31, 2026, net of a provision for doubtful debts of INR 9.79 lakhs. The Company’s receivables are concentrated among automotive customers operating on structured credit terms. Substantially all of the Company’s trade receivables as at March 31, 2026 were outstanding for less than six months.
Commodity Price Risk
The Company is exposed to commodity price risk on plastic granules and other polymer inputs, which constitute the largest component of its cost of materials. Increases in the prices of these inputs, if not recovered through pricing, would compress the Company's margins.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company's financial statements in conformity with Indian GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the disclosure of contingent liabilities. The Company's critical accounting policies and estimates include the following:
- Revenue recognition. Revenue from the sale of goods is recognized when the significant risks and rewards of ownership are transferred to the customer. Inter-unit sales are eliminated in determining revenue from operations.
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- Inventories. Inventories are valued at the lower of cost and net realizable value. The determination of net realizable value and of provisions for obsolescence requires management judgment.
- Property, plant and equipment and depreciation. Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is provided over the estimated useful lives of the assets, the determination of which requires management judgment.
- Provision for doubtful debts. The Company recognizes provisions for doubtful debts based on management's assessment of the recoverability of trade receivables.
- Employee benefits. The Company recognizes a provision for gratuity, a defined benefit obligation, based on actuarial principles. The non-current gratuity provision was INR 180.67 lakhs as at March 31, 2026.
- Taxation. Current tax is determined in accordance with applicable tax law, and deferred tax is recognized on timing differences. The Company recognized a net deferred tax asset of INR 248.54 lakhs as at March 31, 2026.
The principal differences between Indian GAAP and U.S. GAAP relevant to the Company, including the treatment of leases (ASC 842), employee benefits (ASC 715), and deferred taxation (ASC 740), are described in Notes 39 through 42 to the audited financial statements. As described in that note, these differences are not individually or in the aggregate material to the Company's net income or shareholders' equity for the periods presented.
RELATED PARTY TRANSACTIONS
The Company’s external commercial borrowing was provided by Mikeldi Inversiones, S.L.U., an affiliate of a 49% shareholder of the Company, and was substantially repaid during FY 2026, with INR 86.40 lakhs of current maturities outstanding as at March 31, 2026. The Company also engages in transactions in the ordinary course of business that are disclosed in the notes to the audited financial statements in accordance with applicable Indian accounting standards. Following the proposed acquisition, transactions between the Company and Tejascore Techsystems Inc. and its affiliates would be subject to the related party transaction policies of Tejascore Techsystems Inc.
KNOWN TRENDS, EVENTS, AND UNCERTAINTIES
The Company's future results will depend on the level of automotive production volumes, the prices of polymer and other raw material inputs, energy costs, the Company's ability to maintain capacity utilization and manufacturing efficiency, and movements in the euro and Euribor that affect the Company's borrowing. The Company completed a significant capital expenditure program in the year ended March 31, 2024, and following that program its capital expenditure requirements have decreased, which management expects to support free cash flow generation, subject to program requirements and market conditions. The proposed acquisition by Tejascore Techsystems Inc., if completed, would result in the Company being consolidated as a majority-owned subsidiary and may affect the Company's governance, access to capital, and related party arrangements. Other than as described in this discussion and elsewhere in this Offering Circular, the Company is not aware of any known trends, events, or uncertainties that are reasonably likely to have a material effect on its revenues, income, or liquidity.
INTERIM PERIOD INFORMATION
The audited financial statements of the Company as at and for the years ended March 31, 2026 and March 31, 2025 are included in this Offering Circular, and no separate interim financial statements of the Company are required as of the date of this Offering Circular under the age of financial statements requirements. If interim financial statements for a period subsequent to March 31, 2026 become required at the time of qualification, they will be furnished by amendment together with a discussion of that interim period.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
Fiscal years ended December 31, 2025 and December 31, 2024
(All amounts are presented in Indian Rupees in lakhs unless otherwise stated. One lakh equals 100,000.)
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The following discussion and analysis of the financial condition and results of operations of Marelli UM Electronic Systems Private Limited ("Marelli UM" or the "Company") should be read together with the Company's audited financial statements as at and for the fiscal years ended December 31, 2025 and December 31, 2024, and the related notes, including the reconciliation to U.S. GAAP set forth in Note 25, each of which is included elsewhere in this Offering Circular. This discussion contains forward-looking statements that are based on current expectations and assumptions and involve risks and uncertainties. The Company's actual results may differ materially from those discussed in these forward-looking statements as a result of various factors, including those described under "Risk Factors" and the risk factors relating to Marelli UM and its proposed acquisition elsewhere in this Offering Circular. Marelli UM is the target of a proposed acquisition by Tejascore Techsystems Inc. and is not the issuer of the securities offered hereby; this discussion concerns Marelli UM on a historical, standalone basis and does not give effect to the proposed acquisition. The Company's audited financial statements include a Material Uncertainty Related to Going Concern, as discussed below.
As described in Note 25 to the audited financial statements, the Company’s results under U.S. GAAP differ materially from the Indian GAAP results discussed in this section: under U.S. GAAP the Company reports a net loss of INR 2.72 million for the year ended December 31, 2025 and stockholders’ equity of INR 6.28 million at that date, principally because development expenditure capitalized under Indian GAAP is expensed as incurred under U.S. GAAP. The discussion in this section should be read together with that reconciliation.
OVERVIEW
Marelli UM is a private limited company incorporated in India (Corporate Identity Number U31909HR2008PTC037712) engaged in the manufacture and supply of automotive electronics products, including body computers, instrument clusters, telematics units, printed circuit board assemblies, antennas, and related components supplied to automotive original equipment manufacturers ("OEMs"). The Company operates manufacturing and engineering facilities in India and reports on a fiscal year ending December 31, consistent with the calendar reporting cycle of the Marelli group. As at December 31, 2025, the Company was owned as to 60.49% by Marelli Europe S.p.A., Italy (the Holding Company), 39.51% by UM AutoComp Private Limited, India, and 0.01% by a nominee shareholder, and its issued and paid-up share capital comprised 62,000,000 equity shares of INR 10 each. Tejascore Techsystems Inc. proposes to acquire the 39.51% equity interest in Marelli UM currently held by UM AutoComp Private Limited for cash consideration of $16,830,000. Marelli Europe S.p.A. will retain the controlling 60.49% interest as the Holding Company. Because the acquisition would convey significant influence but not control, Tejascore would account for its interest under the equity method (ASC 323), and Marelli UM would not be consolidated. The proposed acquisition remains subject to the satisfaction of the conditions to closing under the executed agreement to sale dated July 16, 2026, regulatory approvals, and customary closing conditions, and may not be completed on the terms described, on the anticipated timeline, or at all.
| (INR in lakhs, except EPS and percentages) | FY 2025 | FY 2024 | % Change |
| Revenue from operations | 45,438.20 | 36,201.50 | 25.5 |
| Total income | 45,549.80 | 36,479.60 | 24.9 |
| EBITDA (1) | 2,432.90 | 2,161.00 | 12.6 |
| Profit before tax | 793.60 | 201.90 | 293.1 |
| Profit for the year | 793.60 | 201.90 | 293.1 |
| Total assets | 20,683.70 | 20,598.00 | 0.4 |
| Total shareholders' funds | 2,489.50 | 1,695.90 | 46.8 |
| Cash and bank balances | 1,693.50 | 1,256.20 | 34.8 |
| Basic and diluted EPS (INR) | 1.28 | 0.33 | 287.9 |
(1) EBITDA is a non-GAAP measure presented as supplemental information and is reconciled to profit for the year in the results of operations discussion below. EBITDA should not be considered in isolation or as a substitute for profit for the year or other measures determined in accordance with Indian GAAP or U.S. GAAP.
BUSINESS AND OPERATIONS
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The Company manufactures automotive electronics products, with its principal product line being instrument clusters, supplemented by body computers, data link connector products, printed circuit board assemblies, antennas, and related electronics, together with associated engineering and other services. The Company's cost base is driven principally by electronic components and other materials, by employee and engineering costs, and by the operation of its manufacturing and test facilities. The Company supplies automotive customers, including entities within the Marelli group, and its order volumes are linked to vehicle production schedules and to the programs it supplies. The Company is part of the Marelli group and relies on the group for technology licensing and certain commercial relationships. A significant proportion of the Company's revenue is derived from transactions with related parties within the group. The Company's results are affected by automotive production cycles, by the lifecycle of the specific programs it supplies, by the cost and availability of electronic components, and by movements in foreign currencies in which it transacts.
INDUSTRY ENVIRONMENT AND COMPETITIVE LANDSCAPE
The Company operates in the automotive electronics industry, which is closely tied to vehicle production volumes and to the increasing electronic content per vehicle. Demand for automotive electronics is influenced by trends in vehicle production, by the adoption of digital instrument clusters, telematics, and connectivity features, and by the transition toward more software-enabled and electrically driven vehicles. The industry is competitive and includes global and regional suppliers, and pricing is subject to ongoing pressure from customers over the life of a program. Suppliers in this industry typically operate under multi-year program arrangements with their customers, with volumes that depend on the production of the underlying vehicle platforms. Success depends on the ability to maintain quality and delivery performance, to manage component costs and availability, to operate efficiently at scale, and to win replacement and new programs as existing programs mature. These characteristics affect the Company's revenue stability, margins, and capital expenditure requirements, including its investment in development intangibles for new programs.
KEY FACTORS AFFECTING RESULTS OF OPERATIONS
The Company's results of operations are affected principally by the following factors:
- Program volumes and OEM demand. Revenue depends on the production volumes of the programs the Company supplies, in particular instrument cluster programs, which grew significantly in the most recent year. Changes in vehicle production, program launches and discontinuations, and customer sourcing decisions directly affect revenue.
- Electronic component costs and availability. Electronic components and other materials are the largest component of the Company's cost base. Movements in component prices and availability, including periods of semiconductor constraint, directly affect gross margin and the ability to meet delivery schedules.
- Related party transactions. A significant proportion of the Company's sales and purchases are with Marelli group entities, and the Company incurs royalty expense to the group for technology. The level and pricing of related party transactions affect the Company's revenue and cost structure.
- Foreign currency movements. The Company transacts in foreign currencies, principally the euro, U.S. dollar, and Japanese yen, through imported components and certain payables and receivables, and recognized a significant net foreign exchange loss in the most recent year.
- Development intangibles and amortization. The Company capitalizes development expenditure on new programs and amortizes it over its useful life; the timing of capitalization and amortization affects depreciation and amortization expense between periods.
- Working capital and financial support. The Company operates with net current liabilities and significant trade payables, and depends on continuing financial support from the Holding Company, which affects its liquidity and going concern position.
RESULTS OF OPERATIONS
The following table sets forth the Company's statement of profit and loss for the periods indicated, with each line item also expressed as a percentage of revenue from operations.
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| (INR in lakhs) | FY 2025 | % | FY 2024 | % |
| Revenue from operations | 45,438.20 | 100.0 | 36,201.50 | 100.0 |
| Other income | 111.60 | 0.2 | 278.10 | 0.8 |
| Total income | 45,549.80 | 100.2 | 36,479.60 | 100.8 |
| Cost of raw materials and components consumed | 34,293.10 | 75.5 | 27,352.80 | 75.6 |
| Changes in inventories of finished goods and WIP | -26.00 | -0.1 | 378.70 | 1.0 |
| Employee benefits expense | 2,095.10 | 4.6 | 1,882.40 | 5.2 |
| Other expenses | 6,754.70 | 14.9 | 4,704.70 | 13.0 |
| Total expenses | 43,116.90 | 94.9 | 34,318.60 | 94.8 |
| EBITDA | 2,432.90 | 5.4 | 2,161.00 | 6.0 |
| Finance costs | 85.60 | 0.2 | 74.50 | 0.2 |
| Depreciation and amortization | 1,446.70 | 3.2 | 1,884.60 | 5.2 |
| Profit before exceptional items and tax | 900.60 | 2.0 | 201.90 | 0.6 |
| Exceptional items | 107.00 | 0.2 | - | - |
| Profit before tax | 793.60 | 1.7 | 201.90 | 0.6 |
| Tax expense (net of MAT credit) | - | - | - | - |
| Profit for the year | 793.60 | 1.7 | 201.90 | 0.6 |
Revenue from Operations
Revenue from operations increased by 25.5% to INR 45,438.20 lakhs in FY 2025 from INR 36,201.50 lakhs in FY 2024. The increase was driven principally by higher volumes of instrument clusters, sales of which increased to INR 30,763.90 lakhs in FY 2025 from INR 18,979.60 lakhs in FY 2024. Data link connector products contributed INR 4,286.90 lakhs (FY 2024: INR 3,195.60 lakhs), while printed circuit board assembly revenue decreased to INR 3,994.00 lakhs from INR 7,745.70 lakhs, and body computer and related products were broadly stable at INR 3,928.40 lakhs (FY 2024: INR 3,945.10 lakhs). Revenue from services was INR 1,089.50 lakhs (FY 2024: INR 1,098.60 lakhs). Domestic sales represented approximately 88% of revenue, at INR 40,033.20 lakhs (FY 2024: INR 30,588.10 lakhs), with the balance from exports of INR 4,223.30 lakhs (FY 2024: INR 4,428.90 lakhs).
Cost of Materials Consumed and Gross Margin
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Cost of raw materials and components consumed increased by 25.4% to INR 34,293.10 lakhs in FY 2025 from INR 27,352.80 lakhs in FY 2024, broadly in line with revenue growth. As a percentage of revenue from operations, materials cost was substantially stable at approximately 75.5% in FY 2025 compared with approximately 75.6% in FY 2024. Because electronic components constitute the largest element of the Company's cost base, the Company's gross margin is sensitive to movements in component prices and to the availability of semiconductors and other electronic parts.
Employee Benefits Expense
Employee benefits expense increased by 11.3% to INR 2,095.10 lakhs in FY 2025 from INR 1,882.40 lakhs in FY 2024, but decreased as a percentage of revenue from operations to 4.6% from 5.2%, reflecting operating leverage as revenue grew faster than employee costs. Employee benefits expense comprises salaries, wages and bonus of INR 1,711.20 lakhs (FY 2024: INR 1,561.80 lakhs), contributions to provident and other funds of INR 76.50 lakhs, gratuity of INR 38.00 lakhs, and staff welfare expenses of INR 269.40 lakhs.
Other Expenses
Other expenses increased by 43.6% to INR 6,754.70 lakhs in FY 2025 from INR 4,704.70 lakhs in FY 2024. The increase was driven principally by a net foreign exchange loss of INR 1,960.60 lakhs in FY 2025 (FY 2024: INR 454.00 lakhs) and by higher royalty expense of INR 1,123.70 lakhs (FY 2024: INR 722.10 lakhs). Other significant components included consumption of stores and spare parts of INR 515.20 lakhs, power and fuel of INR 279.20 lakhs, rent including lease rentals of INR 534.90 lakhs, administration services of INR 667.70 lakhs, a provision for warranty of INR 82.50 lakhs, and a provision for inventories of INR 79.80 lakhs.
Finance Costs and Depreciation and Amortization
Finance costs increased to INR 85.60 lakhs in FY 2025 from INR 74.50 lakhs in FY 2024, reflecting interest on the Company's working capital and bill discounting facilities and late-payment charges to certain vendors. Depreciation and amortization decreased to INR 1,446.70 lakhs in FY 2025 from INR 1,884.60 lakhs in FY 2024, principally because certain previously capitalized development intangibles approached the end of their amortization periods, reducing the amortization charge on intangible assets to INR 345.80 lakhs from INR 756.70 lakhs.
Exceptional Items
The year ended December 31, 2025 includes exceptional items of INR 107.00 lakhs, comprising a gratuity liability arising from past service cost recognized in connection with the Labour Codes notified by the Government of India on November 21, 2025. The amount has been presented as exceptional given the non-recurring nature of the legislative enactment. No exceptional items were recognized in FY 2024.
Income Tax Expense
The Company recorded current tax of INR 147.00 lakhs in FY 2025, which was fully offset by an equal MAT credit entitlement, resulting in no net tax expense for the year. No tax expense was recorded in FY 2024. The Company has not recognized deferred tax assets in respect of certain deductible timing differences and tax losses, in the absence of virtual certainty of realization, as described in the notes to the audited financial statements.
Profit for the Year
As a result of the foregoing, EBITDA increased by 12.6% to INR 2,432.90 lakhs in FY 2025 from INR 2,161.00 lakhs in FY 2024, while the EBITDA margin decreased to 5.4% from 6.0%. Profit before tax increased to INR 793.60 lakhs from INR 201.90 lakhs, and profit for the year increased correspondingly, with the net profit margin improving to 1.7% from 0.6%. Basic and diluted earnings per share increased to INR 1.28 in FY 2025 from INR 0.33 in FY 2024, based on a weighted average of 62,000,000 shares.
KEY PERFORMANCE INDICATORS
Management monitors a number of financial performance indicators, derived from the audited financial statements, in assessing the Company's operating performance and financial position.
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| FY 2025 | FY 2024 | |
| EBITDA margin | 5.4% | 6.0% |
| Profit before tax margin | 1.7% | 0.6% |
| Net profit margin | 1.75% | 0.56% |
| Return on equity (1) | 31.9% | 11.9% |
| Return on total assets (2) | 3.8% | 1.0% |
| Current ratio (3) | 0.72 | 0.72 |
| Short-term borrowings to equity | 0.32 | 0.45 |
| Trade receivable days (4) | 39.2 | 48.7 |
| Inventory days (5) | 57.4 | 82.6 |
| Trade payable days (5) | 152.6 | 213.0 |
| (INR in lakhs) | FY 2025 | FY 2024 |
| Operating profit before working capital changes | 1,899.60 | 2,223.00 |
| Net cash from operating activities | 2,540.30 | 1,927.40 |
| Net cash used in investing activities | -2,099.10 | -599.90 |
| Net cash used in financing activities | - | -128.30 |
| Net increase in cash and cash equivalents | 441.20 | 1,199.20 |
| Cash and cash equivalents, end of year | 1,693.50 | 1,252.30 |
Operating Activities
Net cash generated from operating activities was INR 2,540.30 lakhs in FY 2025, compared with INR 1,927.40 lakhs in FY 2024. Operating cash flow in FY 2025 reflected operating profit before working capital changes of INR 1,899.60 lakhs, supported by favorable working capital movements, including a decrease in inventories of INR 715.70 lakhs, partially offset by a decrease in trade payables of INR 1,029.70 lakhs and an increase in trade receivables of INR 185.50 lakhs.
Investing Activities
Net cash used in investing activities was INR 2,099.10 lakhs in FY 2025, compared with INR 599.90 lakhs in FY 2024. The increase in investing outflow reflected capital expenditure on property, plant and equipment, including capital work-in-progress, of INR 1,124.90 lakhs and on intangible assets, principally development intangibles, of INR 1,597.10 lakhs, partially offset by amounts recovered from customers against development expenses of INR 602.10 lakhs.
Financing Activities
Net cash used in financing activities was nil in FY 2025 (FY 2024: INR 128.30 lakhs), reflecting a net increase in short-term borrowings of INR 57.50 lakhs offset by interest paid on borrowings of INR 57.50 lakhs.
Working Capital and Net Current Liabilities
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As at December 31, 2025, the Company had net current liabilities of INR 4,837.70 lakhs (December 31, 2024: INR 4,208.00 lakhs). The Company held inventories of INR 5,392.00 lakhs (December 31, 2024: INR 6,186.50 lakhs) and trade receivables of INR 4,878.90 lakhs (December 31, 2024: INR 4,834.20 lakhs). Trade payables were INR 14,337.00 lakhs as at December 31, 2025, of which approximately INR 5,965.00 lakhs represented creditors overdue more than one year, including amounts overdue more than three years. The Company has disclosed that it has filed applications for condonation of delays in respect of certain overdue foreign payables under the applicable Reserve Bank of India Master Direction and is in the process of regularizing these matters. The Company's current ratio was 0.72 as at December 31, 2025. The Company's continuation as a going concern depends on continuing financial support from the Holding Company, as described under "Going Concern" below.
CAPITAL EXPENDITURE AND ASSET BASE
The Company maintains a base of property, plant and equipment and intangible assets supporting its manufacturing and engineering operations. Net property, plant and equipment was INR 3,841.10 lakhs as at December 31, 2025 (December 31, 2024: INR 4,326.70 lakhs), and intangible assets were INR 696.20 lakhs (December 31, 2024: INR 1,165.20 lakhs). The Company carries capital work-in-progress of INR 1,447.50 lakhs and intangible assets under development of INR 1,730.50 lakhs as at December 31, 2025, reflecting ongoing investment in new programs. Estimated contracts remaining to be executed on capital account, net of advances, were INR 462.10 lakhs (December 31, 2024: INR 168.10 lakhs). A substantial portion of the Company's development expenditure is recovered from customers; if customer programs are cancelled or delayed, such recoveries may not materialize, which could result in impairment.
FINANCIAL CONDITION
Total assets were INR 20,683.70 lakhs as at December 31, 2025, substantially unchanged from INR 20,598.00 lakhs as at December 31, 2024. Total shareholders' funds increased to INR 2,489.50 lakhs as at December 31, 2025 from INR 1,695.90 lakhs as at December 31, 2024, comprising share capital of INR 6,200.00 lakhs and an accumulated deficit of INR 3,710.50 lakhs (December 31, 2024: accumulated deficit of INR 4,504.10 lakhs). The reduction in the accumulated deficit corresponded to the profit retained for the year. Book value per share increased to INR 4.02 as at December 31, 2025 from INR 2.74 as at December 31, 2024.
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on its financial condition, results of operations, liquidity, capital expenditures, or capital resources, other than the operating lease commitments and corporate guarantees described in the notes to the audited financial statements. Both promoters have provided corporate guarantees against the term loans, bill discounting, and cash credit facilities availed by the Company, in proportion to their shareholding.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Risk
The Company is exposed to foreign currency risk through trade payables and receivables and imported components denominated principally in euros, U.S. dollars, and Japanese yen. The Company recognized a net foreign exchange loss of INR 1,960.60 lakhs in FY 2025 (FY 2024: INR 454.00 lakhs). The Company has disclosed significant unhedged foreign currency exposure as at December 31, 2025 and does not currently use derivative instruments. Because the proposed acquisition consideration and the related pro forma information are expressed in U.S. Dollars while the Company reports in Indian Rupees, fluctuations in the INR/USD exchange rate would also affect the U.S. Dollar value of the Company's results and net assets when translated for presentation in this Offering Circular.
Interest Rate Risk
The Company's borrowings are limited and consist principally of a bill discounting facility. Finance costs were INR 85.60 lakhs in FY 2025. Increases in interest rates would increase the Company's finance costs, although the effect is limited by the modest level of borrowings.
Credit Risk and Related Party Concentration
The Company is exposed to credit risk on its trade receivables, which were INR 4,878.90 lakhs as at December 31, 2025, net of provisions for doubtful receivables. A significant proportion of the Company's revenue and receivables is concentrated among Marelli group entities; related party sales were INR 25,989.40 lakhs in FY 2025, approximately 57% of revenue. This concentration creates dependence on the continuation of group relationships and credit exposure to related parties.
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Commodity and Component Price Risk
The Company is exposed to price and availability risk on electronic components, which constitute the largest element of its cost of materials. Increases in component prices or constraints in component availability, if not recovered through pricing or managed through sourcing, could compress the Company's margins or disrupt production.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of the Company's financial statements in conformity with Indian GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, income and expenses, and the disclosure of contingent liabilities. The Company's critical accounting policies and estimates include the following:
- Revenue recognition. Revenue from the sale of goods is recognized when the significant risks and rewards of ownership are transferred to the customer.
- Capitalization and amortization of development intangibles. The Company capitalizes development expenditure that meets the recognition criteria and amortizes it over its estimated useful life, generally five years. The assessment of recognition criteria, useful life, and recoverability requires management judgment.
- Impairment of tangible and intangible assets. The Company assesses tangible and intangible assets, including development intangibles, for impairment when indicators are present, which requires estimates of recoverable amounts.
- Inventories. Inventories are valued at the lower of cost and net realizable value, requiring judgment in determining net realizable value and provisions for obsolescence; the Company recognized a provision for inventories of INR 79.80 lakhs in FY 2025.
- Employee benefits. The Company recognizes a defined benefit gratuity obligation measured on an actuarial basis, requiring assumptions as to discount rates, salary growth, and demographics.
- Taxation and MAT credit. The Company recognizes current tax, MAT credit entitlement, and deferred tax, and assesses the recognition of deferred tax assets and MAT credit against the likelihood of future taxable profits.
- Provisions and contingencies. The Company recognizes provisions for warranties and other obligations and discloses contingent liabilities, requiring judgment as to the probability and measurement of outflows.
The principal differences between Indian GAAP and U.S. GAAP relevant to the Company, including the treatment of employee benefits (ASC 715), leases (ASC 842), and deferred taxation (ASC 740), are described in Note 25 to the audited financial statements. As described in that note, the actuarial reclassification under ASC 715 increases U.S. GAAP net income relative to Indian GAAP, while the other differences are not individually or in the aggregate material to the Company's net income, and total shareholders' equity is not different under the two frameworks for the periods presented.
RELATED PARTY TRANSACTIONS
The Company is part of the Marelli group and transacts extensively with related parties. In FY 2025, sales of products to related parties totaled INR 25,989.40 lakhs (FY 2024: INR 19,068.20 lakhs), and royalty expense to group entities was INR 1,123.70 lakhs (FY 2024: INR 722.10 lakhs). Outstanding related party trade payables were INR 11,117.00 lakhs and related party trade receivables were INR 2,421.10 lakhs as at December 31, 2025. Following the proposed acquisition, transactions between the Company and Tejascore Techsystems Inc. and its affiliates would be subject to the related party transaction policies of Tejascore Techsystems Inc., although the Company's existing related party relationships with the Marelli group would continue under the control of the Holding Company.
KNOWN TRENDS, EVENTS, AND UNCERTAINTIES
The Company's future results will depend on the level of automotive production volumes and electronic content per vehicle, the cost and availability of electronic components, the continuation of its program nominations and related party relationships, movements in foreign currencies, and the Company's ability to manage its working capital and overdue payables. The Indian automotive electronics market has been characterized by rising electronic content per vehicle and the adoption of digital instrument clusters and connectivity features, trends to which the Company's product portfolio is aligned. The proposed acquisition by Tejascore Techsystems Inc., if completed, would result in Tejascore holding a 39.51% equity method interest, with the controlling interest remaining with Marelli Europe S.p.A. Other than as described in this discussion and elsewhere in this Offering Circular, the Company is not aware of any known trends, events, or uncertainties that are reasonably likely to have a material effect on its revenues, income, or liquidity, beyond the going concern matter described below.
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GOING CONCERN
The Company's auditors have included a Material Uncertainty Related to Going Concern paragraph in their report for the year ended December 31, 2025. The Company has net current liabilities of INR 4,837.70 lakhs and significant overdue trade payables, which indicate the existence of conditions that may cast doubt on the Company's ability to continue as a going concern. The financial statements have been prepared on a going concern basis on the strength of continuing financial support from the Holding Company, Marelli Europe S.p.A. If that support were reduced or withdrawn, the Company's ability to continue as a going concern, and the value of the proposed investment by Tejascore Techsystems Inc., could be materially and adversely affected. Investors should read the related risk factors under the risk factors relating to Marelli UM and its proposed acquisition
INTERIM PERIOD INFORMATION
Any unaudited interim financial information required under the applicable requirements of Regulation S-X for the most recent interim period, together with a discussion of the Company's results of operations and financial condition for that interim period compared with the corresponding prior-year interim period, will be presented together with the interim financial statements referenced elsewhere in this Offering Circular.
The Company regards both acquisitions as probable based on the following factors, which reflect developments since March 24, 2026: the preliminary offer documents have been replaced by executed agreements to sale with each seller dated July 16, 2026; the consideration for each transaction has been agreed under a defined EBITDA based valuation methodology with deposits payable into escrow; the Company holds exclusivity through the long stop dates; the sellers and target companies have cooperated in providing audited financial statements and monthly management information for inclusion in this Offering Circular; the financing plan for both transactions is established through this offering with milestone based escrow release conditions; and the path to a controlling interest in Marelli UM has been structured through the initial 39.51 percent acquisition and the compulsory second tranche purchase from UM Automotive Private Limited. On August 3, 2026, UM Automotive, the Company's Indian subsidiary, and the Company executed a side letter of confirmation and undertaking, filed as Exhibit 1A-6.5, in which UM Automotive confirms its contractual rights to acquire the shareholding of Marelli Europe S.p.A. and undertakes to exercise those rights following the initial closing, to procure the waiver or expiry of applicable transfer restrictions, and to deliver the second tranche shares free of encumbrances within the required period. The remaining conditions to closing are identified above, and there can be no assurance that either acquisition will be completed.
The Company is currently managed by its founder, Mr. Yogesh Choudhary, and by Ms. Amita Dagar, who together constitute the board of directors of the Company, and the Company does not have independent directors or standing board committees. The Company's governance structure reflects its development-stage status and acquisition-focused strategy. The Company may, but is not required to, appoint independent directors or establish board committees in the future.
The following table sets forth information regarding our directors and executive officers. We have no significant employees other than our executive officers.
| Name | Position | Age | Position held since | Approximate hours per week | Other current employment |
| Yogesh Choudhary | Chief Executive Officer and Director | 51 | October 2025 | Full time | None |
| Amita Dagar | President, Chief Financial Officer and Director | 52 | October 2025 | Full time | None |
Mr. Choudhary primarily directs, controls, and coordinates the Company’s activities from the United States.
MR. YOGESH CHOUDHARY, CHIEF EXECUTIVE OFFICER
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Mr. Yogesh Choudhary is an accomplished engineering and business leader with more than 30 years of international experience across the automotive and manufacturing industries. An alumnus of the Indian Institute of Technology (IIT) Roorkee, India (Class of 1995), he combines deep technical expertise with strategic leadership, consistently driving operational excellence and sustainable growth across global enterprises. Over the past 15 years, Yogesh has held senior executive roles where he has successfully led organizations through business transformation, global expansion, and cross-border acquisitions. His core strengths lie in engineering and manufacturing leadership, quality and process optimization, and international business management. In his most recent role as Chief Operating Officer and Chief Business Officer at Friction One Braking Technology Co. Ltd., headquartered in Wuhan, China, Yogesh oversaw the company's operations and commercial expansion across China, Turkey, Mexico, the United States, Germany, and the United Kingdom. Under his leadership, Friction One's revenues surged from USD 95 million in 2022 to over USD 350 million within three years, achieved through strong customer engagement, operational discipline, and a scalable international supply chain model. Prior to this, Yogesh held senior leadership positions at Allied Nippon and Federal-Mogul Goetze (India) Ltd., where he played a pivotal role in scaling manufacturing capacities, developing global OEM partnerships, and enhancing product portfolios to strengthen market competitiveness. Yogesh is recognized for his ability to build high-performing, cross-cultural teams, lead complex multinational operations, and drive synergistic integration across engineering, production, and business functions. His leadership philosophy emphasizes collaboration, data-driven decision-making, and long-term stakeholder value creation. Beyond his corporate responsibilities, Yogesh is passionate about sustainability and regenerative agriculture. He is actively developing a self-sustaining, large-scale organic farm, designed around circular ecological systems that integrate renewable energy, soil restoration, and natural resource balance.
MS. AMITA DAGAR, PRESIDENT, CHIEF FINANCIAL OFFICER AND DIRECTOR
Ms. Amita Dagar serves as the Chief Financial Officer of Tejascore Techsystems Inc. She is an accomplished finance executive with more than 25 years of experience across the automotive, manufacturing, and diversified industrial sectors. Ms. Dagar holds a Bachelor of Commerce (1994) and an MBA in Finance (1995-1997), and has built a distinguished career managing financial strategy, governance, and capital structure for leading organizations in India and abroad. Prior to joining Tejascore, Ms. Dagar held senior finance leadership roles within a major automotive components manufacturer, where she oversaw enterprise-wide financial planning and analysis, treasury operations, cost management, and compliance. She has extensive international experience in Russia and Europe, giving her a deep understanding of cross-border financial operations, foreign exchange exposure management, and multinational regulatory environments. Her background includes significant contributions to M&A evaluation, joint venture structuring, and investor engagement, making her uniquely equipped to support Tejascore's acquisition-driven growth strategy. Ms. Dagar's core areas of expertise include strategic financial planning, capital allocation, treasury and working capital management, risk management, international taxation, regulatory compliance, ERP implementation, and financial systems optimization.
She has successfully led restructuring and cost-optimization programs that have delivered measurable improvements in profitability, liquidity, and operational efficiency. She is also experienced in establishing internal controls, strengthening financial reporting systems, and developing performance metrics aligned with organizational objectives. Throughout her career, Ms. Dagar has partnered closely with executive leadership to translate corporate strategy into actionable financial outcomes. Her leadership style is strategic, analytical, and globally focused, emphasizing financial discipline, operational transparency, and sustainable long-term value creation. She brings a resilient financial perspective and a strong governance foundation to Tejascore as the Company advances its international acquisition and integration initiatives.
Additional Information Required by Item 10 of Form 1-A
| Name | Position | Position Held Since (Month and Year) | Full Time or Part Time | Approximate Hours per Week (if Part Time) | Other Current Employment |
| Yogesh Choudhary | Chief Executive Officer and Director | October 2025 | Full Time | Not applicable | None |
| Amita Dagar | President, Chief Financial Officer and Director | October 2025 | Full Time | Not applicable | None |
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Mr. Choudhary primarily directs, controls, and coordinates the Company's activities from the Company's principal executive offices at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179.
RELATED PARTY TRANSACTIONS
The following describes each transaction since inception in which the Company was or is to be a participant and in which any director, executive officer, promoter, beneficial owner of 10 percent or more of any class of the Company's voting securities, or any immediate family member of the foregoing, had or will have a direct or indirect material interest.
Founder Borne Costs
Since inception, the Company's founder, Mr. Yogesh Choudhary, has personally borne approximately $250,000 of organizational, legal, and advisory costs incurred in connection with the formation of the Company and the preparation of its capital raising program. These costs were paid directly by the founder and are not subject to any reimbursement arrangement; they are reflected in the Company's financial statements as expense with a corresponding capital contribution in accordance with SEC Staff Accounting Bulletin Topic 5T, and no liability to the founder is recorded. The Company has no obligation to reimburse the founder for these amounts.
The expenses of this offering, estimated at approximately $350,000, are being borne personally by Mr. Choudhary without charge to, or reimbursement from, the Company.
Founder Issuance
On October 28, 2025, the Company issued 274,350,000 shares of common stock to Mr. Yogesh Choudhary, our Chief Executive Officer, for cash consideration equal to the par value of the shares, aggregating $27,435, in reliance on Section 4(a)(2) of the Securities Act.
Issuances for Services
On October 28, 2025, the Company issued 11,800,000 shares of common stock, representing 4 percent of the then outstanding shares, to Keystone Arc Capital LLC in consideration of capital markets structuring, advisory, and coordination services rendered in connection with the formation of the Company and the structuring of the proposed acquisitions, from inception through the date of issuance, and 8,850,000 shares of common stock, representing 3 percent of the then outstanding shares, to Financial Agency LLC in consideration of advisory services rendered over the same period, in each case with the par value of the shares, being $1,180 and $885, respectively, paid in cash, and in reliance on Section 4(a)(2) of the Securities Act. Each recipient entity's relationship to the Company is that of an advisory service provider and shareholder of the Company.
No Management Fees or Other Arrangements
Other than as described above and under "How We Compensate Our Directors and Executive Officers," the Company has no management fee, consulting, or other compensation arrangements with related persons, and no related person has any interest in the proposed acquisitions.
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We are not currently a party to any legal proceedings, and no governmental authority, regulatory agency, or third party has initiated or, to our knowledge, threatened any legal, administrative, civil, or criminal action against Tejascore Techsystems Inc. As of the date of this Offering Circular, we are not subject to any judgment, order, decree, or arbitration award that has had, or is reasonably expected to have, a material adverse effect on our business, financial condition, results of operations, or ability to complete the acquisitions described herein. We have not been the subject of any bankruptcy, receivership, or similar proceeding since our incorporation. Because our business strategy is centered on the acquisition of operating companies, we have conducted preliminary due diligence on our two probable acquisition targets, Alpha Maier Private Limited (India) and Marelli UM Electronic Systems Private Limited (India). Although we are not aware of any material litigation involving Alpha Maier or Marelli UM that would reasonably be expected to impact their valuation or our acquisition plans, we cannot guarantee that all potential liabilities, contingent claims, worker disputes, vendor claims, tax assessments, compliance actions, or commercial disputes have been fully identified. Marelli UM has reported a material uncertainty related to going concern, as described elsewhere in this Offering Circular. Any such matters, if existing or later discovered, may become our responsibility after the closing of the applicable acquisition, depending on the terms of the purchase agreements and the availability of indemnification from the sellers. Each agreement to sale contains customary representations, warranties, and indemnities; however, there can be no assurance that such protections will be adequate to cover unknown or undisclosed liabilities. As we integrate our acquired businesses, we may be required to respond to routine government inquiries, safety or compliance audits, filings, or inspections related to environmental, labor, data privacy, cybersecurity, manufacturing, or export-control regulations. As of the date of this Offering Circular, no such matters have escalated into formal proceedings against us, nor have we received any notices of potential violations. Except as disclosed in this Offering Circular, we are not aware of any legal proceedings, pending, threatened, or contemplated, against Tejascore Techsystems Inc. that would have a material adverse effect on our operations or on an investor's ability to evaluate the risks associated with this offering.
HOW WE COMPENSATE OUR DIRECTORS AND EXECUTIVE OFFICERS
Tejascore Techsystems Inc. is a development-stage company and has not yet commenced revenue-generating operations. As a result, our executive compensation practices reflect our early-stage status and our objective to conserve capital until the completion of this offering and the execution of our acquisition strategy. The following section describes all compensation paid or accrued to our executive officers during the most recently completed fiscal period and outlines our anticipated compensation structure going forward.
Summary of Current Executive Compensation
As of the date of this Offering Circular, we have two executive officers:
- Mr. Yogesh Choudhary, Chief Executive Officer and Director
- Ms. Amita Dagar, Chief Financial Officer
During our most recently completed fiscal year:
- Neither Mr. Choudhary nor Ms. Dagar received any salary, bonus, equity compensation, perquisites, or other forms of remuneration from the Company.
- No retirement, health, or other benefit plans were established or funded on their behalf.
- No equity incentive awards, stock options, restricted stock units (RSUs), or performance stock awards were issued to either executive.
This compensation profile is consistent with our early-stage operations and limited financial resources prior to the closing of this offering.
PLANNED COMPENSATION PROGRAM FOLLOWING THE OFFERING
Upon successful completion of this offering and subject to the availability of working capital, we intend to formalize compensation packages for our executive leadership. These packages are preliminary estimates and will be finalized through written employment agreements after the offering.
CHIEF EXECUTIVE OFFICER, MR. YOGESH CHOUDHARY
- Estimated Annual Base Salary: $120,000
- Performance Bonus (Estimated): Up to 50% of base salary, contingent on successful execution of acquisition milestones, operational integration, and the Company's financial performance
- Equity Compensation: The Board may approve RSUs or performance-based equity awards equal to approximately 1.0%-1.5% of fully diluted shares, vesting over a four-year period
- Benefits: Standard executive benefits, including health coverage and administrative allowances, to be provided once the Company begins funded operations
CHIEF FINANCIAL OFFICER, MS. AMITA DAGAR
- Estimated Annual Base Salary: $95,000
- Performance Bonus (Estimated): Up to 40% of base salary, based on accuracy of financial reporting, integration of subsidiary financial systems, treasury and escrow management, budgeting, and compliance
- Equity Compensation: The Company may grant RSUs or other equity awards equal to approximately 0.5%-1.0% of fully diluted shares, vesting over four years
- Benefits: Standard executive benefits, comparable to the CEO, implemented after capital availability
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Ms. Dagar's compensation reflects her key role in managing financial reporting, cross-border accounting alignment, pro forma consolidation, acquisition due diligence support, and the long-term financial strategy of the Company.
DIRECTOR COMPENSATION
Neither Mr. Choudhary nor Ms. Dagar currently receives any compensation for serving as a Director, nor do they receive board meeting fees, equity compensation, or other remuneration in their capacity as directors. The
Company intends to establish a formal director compensation program after the appointment of independent directors, which may include:
- Annual retainers
- Equity-based incentives
- Committee participation stipends
- Reimbursement for reasonable business expenses No such program has yet been implemented.
EQUITY INCENTIVE PLAN
We do not currently maintain an equity compensation plan. The Board intends to adopt a 2025 Equity Incentive Plan following this offering, reserving up to 5% of post-offering outstanding shares for issuance as RSUs, options, or performance awards to employees, directors, and consultants. As of the date of this Offering Circular, no awards have been granted.
EMPLOYMENT AGREEMENTS
Neither Mr. Choudhary nor Ms. Dagar currently has a written employment agreement with the Company. We expect to enter into formal contracts following the completion of this offering. These agreements are expected to address:
- Base salary
- Bonus eligibility
- Equity compensation
- Duties and responsibilities
- Confidentiality obligations
- Termination provisions
- Change-of-control protections (if any)
No severance, golden parachute, or similar arrangements exist at this time.
COMPENSATION PHILOSOPHY
The Company's compensation philosophy is designed to:
- Align executive incentives with the long-term interests of shareholders;
- Attract and retain experienced executives capable of managing a multinational acquisition-driven platform;
- Conserve capital during the pre-revenue stage; and
- Transition into a competitive compensation structure once operations and acquisitions commence.
Our intent is to gradually implement market-aligned compensation as revenue and operational complexity grow following the closing of our planned acquisitions.
| Name | Shares Owned | Percent Before Offering | Percent After Maximum Offering |
| Yogesh Choudhary | 274,350,000 | 93.0% | 79.5% |
| Keystone Arc Capital LLC | 11,800,000 | 4.0% | 3.4% |
| Financial Agency LLC | 8,850,000 | 3.0% | 2.6% |
| All directors and executive officers as a group (2 persons) | 274,350,000 | 93.0% | 79.5% |
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As of the date of this Offering Circular, Tejascore Techsystems Inc. has 295,000,000 shares of common stock issued and outstanding, all of which are held by our founding shareholders. Our capital structure is highly concentrated, with a single founder owning a substantial majority of our outstanding shares. The following table sets forth the beneficial ownership of our common stock by (i) each person who beneficially owns more than 5% of our outstanding shares, (ii) each of our executive officers and directors, and (iii) all executive officers and directors as a group. Because we have not issued any preferred stock, warrants, options, convertible notes, or other derivative securities, the table below reflects actual ownership percentages based solely on common stock outstanding as of the date of this Offering Circular.
Beneficial Ownership Table
Percentages are based on 295,000,000 shares issued and outstanding prior to this offering. Ownership percentages will be diluted upon the issuance of additional shares in this Regulation A offering.
Narrative Discussion of Ownership Structure Majority Ownership and Voting Control
Mr. Yogesh Choudhary, our founder, Chief Executive Officer, and a Director, currently beneficially owns approximately 93% of our outstanding common stock. As a result, he has the power to control or significantly influence all corporate actions requiring shareholder approval, including:
- Election and removal of directors
- Amendments to our Articles of Incorporation or Bylaws
- Approval of mergers, acquisitions, asset sales, or dissolution
- Approval of equity incentive plans and additional issuances of securities
Mr. Choudhary's controlling interest means that, prior to and following this offering (unless a substantial portion of the offering is sold), he will continue to exercise significant influence over the strategic direction and policies of the Company.
MINORITY OWNERSHIP
FINANCIAL AGENCY LLC. Financial Agency LLC beneficially owns 8,850,000 shares of the Company's common stock, representing approximately 3.0% of the Company's outstanding common stock, based on 295,000,000 shares outstanding as of the date of this Offering, and approximately 2.6% of the 345,000,000 shares that would be outstanding if the maximum offering is sold. The shares held by Financial Agency LLC were issued prior to this Offering solely in consideration for consulting and advisory services provided to the Company. No cash consideration was paid by Financial Agency LLC in connection with the issuance of these shares. The issuance was not made in connection with this Offering, and Financial Agency LLC is not acting as an underwriter, placement agent, or selling agent in this Offering.
KEYSTONE ARC CAPITAL LLC
Keystone Arc Capital LLC beneficially owns 11,800,000 shares of the Company's common stock, representing approximately 4.0% of the Company's outstanding common stock, based on 295,000,000 shares outstanding as of the date of this Offering. The shares held by Keystone Arc Capital LLC were issued prior to this Offering solely in consideration for acquisition-related consulting and strategic advisory services provided to the Company. No cash consideration was paid by Keystone Arc Capital LLC in connection with the issuance of these shares. The issuance was not made in connection with this Offering, and Keystone Arc Capital LLC has no obligation to provide additional services in connection with this Offering. Keystone Arc Capital LLC and Financial Agency LLC are separate, unaffiliated entities under different management; neither entity holds any ownership interest in, or control over, the other, and each provided its advisory services to the Company independently at its own level.
Mr. Choudhary beneficially owns 274,350,000 shares, representing approximately 93.0% before this offering and approximately 79.5% if the maximum offering is sold.
IMPACT OF THIS OFFERING ON OWNERSHIP CONCENTRATION
| Subscription Level | Shares Outstanding After Offering | Mr. Choudhary Ownership |
| 25% ($12,500,000) | 307,500,000 | 89.2% |
| 50% ($25,000,000) | 320,000,000 | 85.7% |
| 75% ($37,500,000) | 332,500,000 | 82.5% |
| 100% ($50,000,000) | 345,000,000 | 79.5% |
If all 50,000,000 shares offered in this Regulation A offering are sold:
- Total outstanding shares will increase to 345,000,000
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- Existing shareholders will experience dilution (as disclosed in the "Dilution" section)
- The founder's ownership will decrease but remain substantial
- Public investors as a group will hold up to approximately 14.5% of the Company (assuming the full 50,000,000 shares are issued)
AFTER THE OFFERING (ASSUMING FULL SUBSCRIPTION):
- Assumes the issuance of 50,000,000 shares of common stock at an offering price of $1.00 per share, resulting in gross proceeds of $50,000,000.
- Assumes no exercise of options, warrants, or other convertible securities, and no other issuances of common stock.
- Percentages are based on 345,000,000 shares of common stock outstanding after completion of the Offering.
- Financial Agency LLC and Keystone Arc Capital LLC acquired their shares in private issuances prior to this Offering in recognition of consulting services, with the par value of the shares paid in cash. The two entities are separate, unaffiliated entities under different management; neither holds any ownership interest in, or control over, the other, and each provided its services to the Company independently.
- Yogesh Choudhary did not purchase any shares in this Offering.
CONTROL CONSIDERATIONS
Even after dilution resulting from the offering, Mr. Choudhary will continue to control the Company, including:
- Voting outcomes
- Board appointments
- Approval or rejection of significant corporate transactions
As a result, public investors will not have the ability to influence management or strategic decisions, and must rely on the judgment and integrity of management and the Board.
NO SHARES SUBJECT TO OPTIONS, WARRANTS, OR CONVERTIBLE SECURITIES
Tejascore currently has:
- No stock options outstanding
- No warrants outstanding
- No convertible debt
- No equity incentive plan currently in effect
Therefore, the ownership table above reflects true, undiluted beneficial ownership prior to the offering. An equity incentive plan may be adopted following the offering, which may result in additional dilution to shareholders.
FUTURE CHANGES TO OWNERSHIP
Ownership percentages may change in the future due to:
- Sales under this offering
- Future financings
- Grants under any equity incentive plans
- Issuances in connection with acquisitions
- Transfers or assignments of existing shares
Any such changes will affect the concentration and distribution of voting power.
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS (RELATED PARTY TRANSACTIONS)
The following describes transactions since our inception on October 28, 2025, and currently proposed transactions, in which the Company was or is to be a participant and in which any director, executive officer, promoter, or beneficial owner of ten percent or more of our common stock, or any immediate family member of the foregoing, had or will have a direct or indirect material interest.
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Founder share issuances.
In connection with our formation, we issued shares of common stock to our founder and Chief Executive Officer, Mr. Yogesh Choudhary, who beneficially owns approximately 93 percent of our outstanding common stock. 274,350,000 shares issued to Mr. Choudhary on October 28, 2025 for cash consideration at par value, aggregating $27,435, in connection with the Company's formation.
Advisory equity issuances.
We issued shares of common stock representing approximately 4 percent of our outstanding common stock to Keystone Arc Capital LLC and shares representing approximately 3 percent of our outstanding common stock to Financial Agency LLC in consideration of formation, advisory, and coordination services rendered to the Company. The par value of the shares was paid in cash; no other cash consideration was received for these issuances. Keystone Arc Capital LLC (11,800,000 shares) and Financial Agency LLC (8,850,000 shares), each issued on October 28, 2025 for advisory services rendered in connection with formation and structuring, with the par value of the shares paid in cash; the controlling persons of the recipients have been identified to the Company. Keystone Arc Capital LLC and Financial Agency LLC are separate, unaffiliated entities under different management; neither entity holds any ownership interest in, or control over, the other, and each provided its advisory services to the Company independently at its own level. No recipient is subject to any disqualifying event
Expenses borne by founder.
Organizational, legal, and advisory costs of approximately $250,000 incurred in connection with our formation and the preparation of this offering were borne personally by our founder, Mr. Yogesh Choudhary. The founder has no right to reimbursement from the Company or from the proceeds of this offering, and no liability to the founder is recorded. These costs are reflected in our financial statements as expense with a corresponding capital contribution in accordance with SEC Staff Accounting Bulletin Topic 5T.
Transactions with target company related parties.
Mr. Choudhary and our other officers have no ownership interest in, and no compensation arrangements with, Alpha Maier, Marelli UM, or the sellers of the interests we propose to acquire.
Policy regarding related party transactions.
We do not currently have independent directors or an audit committee. All related party transactions are reviewed and approved by our board of directors, which presently consists of our founder. Investors should refer to the Risk Factors for a discussion of the risks associated with this concentration of governance.
Except as described above, no director, executive officer, promoter, or beneficial owner of ten percent or more of our common stock, and no immediate family member of any of the foregoing, has had any direct or indirect material interest in any transaction to which the Company was or is a party since inception.
DESCRIPTION OF SECURITIES WE ARE OFFERING
We are offering up to 50,000,000 shares of our common stock, par value $0.0001 per share, pursuant to this Regulation A, Tier 2 offering. The shares offered hereby represent newly issued securities of Tejascore Techsystems Inc. and, when issued, will be fully paid and non-assessable. The following is a summary of the material terms of our common stock and does not purport to be complete. For the full text of the rights and preferences of our common stock, investors should review our Articles of Incorporation and Bylaws, which are filed as exhibits to this Offering Circular. The offering price of $1.00 per share was determined by the Company's management and board of directors and was not established through any independent appraisal, formal valuation, fairness opinion, or arms-length underwriting process. The offering price does not necessarily bear any relationship to the Company's historical financial results, book value, net tangible book value, or any other generally accepted measure of valuation. The Company is a development-stage holding company that has not generated operating revenues as of the date of this Offering Circular, and the offering price reflects management's judgment about an appropriate price for a Regulation A offering of the Company's common stock in light of the Company's capital needs and acquisition strategy. In determining the offering price, management considered a number of qualitative and quantitative factors, including, among others:
- Capital Required to Execute Strategy. The Company's acquisition strategy requires access to capital for potential acquisition consideration, transaction execution costs, and post-acquisition integration and public company compliance expenses. Management considered the amount of capital the Company seeks to raise and the number of shares offered in setting the offering price.
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- Development-Stage Status and Limited Operating History. The Company has limited operating history as a parent holding company and has not completed any acquisitions. Because the Company has not yet consolidated operating subsidiaries and has limited historical financial information upon which to base a traditional valuation, management did not rely on earnings- or cash flow-based valuation approaches customarily used for mature operating companies.
- Absence of an Active Market for the Shares. There is currently no public trading market for the Company's common stock, and the Company has not engaged a market maker or taken steps to list the shares on a national securities exchange. Accordingly, the offering price was not derived from market trading prices.
- Dilution and Net Tangible Book Value. Management considered the Company's net tangible book value and the substantial dilution that purchasers in this offering will experience relative to net tangible book value per share. Investors should be prepared to pay a price per share that is significantly higher than the Company's net tangible book value per share.
- Comparable Company Information (Limited Use). To the extent publicly available information about companies operating in similar industries was reviewed, management recognized that the Company is not directly comparable to mature public companies because the Company is currently a development-stage entity and intends to grow primarily through acquisitions. As a result, any comparison to public-company valuation multiples would be of limited relevance and was not a determinative factor.
- Anticipated Offering Size and Share Structure. Management considered the Company's authorized and outstanding shares, the number of shares being offered, and the Company's desire to raise capital while maintaining an ownership structure consistent with its governance and acquisition objectives.
- Offering Practicalities and Investor Participation. Management considered customary pricing practices in Regulation A offerings, including the need to set a price that permits efficient subscription processing and investor participation at small purchase amounts.
For these reasons, the offering price should be viewed as an arbitrary price established by management for purposes of this offering and should not be regarded as an indication of the actual value of the Company or its common stock. The price of the shares offered hereby may not be indicative of the market price of the shares after the offering, if a trading market ever develops. There is currently no public trading market for the Company's common stock, and the Company does not intend to apply for listing of its shares on any national securities exchange or quotation system in the foreseeable future. The Company has not engaged a market maker, and there can be no assurance that any secondary market for the Company's shares will develop. As a result, investors should expect that their investment in the Company's common stock will be highly illiquid. Investors may be unable to sell their shares for an indefinite period of time, or at all, and should be prepared to hold their shares for a long-term, indefinite period. The Company does not currently have a defined exit strategy for investors, including any plan to effect a merger, sale of assets, sale of the Company, or public listing. Any future liquidity event, if one occurs, will depend on a variety of factors, including the Company's financial performance, the success of its acquisition strategy, market conditions, regulatory considerations, and the availability of potential acquirers or capital markets alternatives. Even if a secondary market for the Company's shares were to develop in the future, there can be no assurance that such a market would be active, liquid, or capable of sustaining prices at or above the offering price. The market price of the Company's shares, if any, may be volatile and may decline below the price paid by investors in this offering.
AUTHORIZED CAPITAL STOCK
As of the date of this Offering Circular, we are authorized to issue 750,000,000 shares of capital stock, consisting entirely of common stock, par value $0.0001 per share. We do not currently have any preferred stock authorized or outstanding, although our Articles of Incorporation permit us to create additional classes or series of shares through future amendments, subject to Board and shareholder approval.
COMMON STOCK
Each share of our common stock has identical rights and privileges, including:
VOTING RIGHTS
Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of shareholders. We do not provide for cumulative voting; therefore, the holders of a majority of the voting power may elect all directors standing for election. Because our Chief Executive Officer, Yogesh Choudhary, beneficially owns approximately 93% of our outstanding common stock prior to this offering, he will continue to control the outcome of all shareholder votes unless a substantial portion of the offered shares is purchased by investors.
DIVIDEND RIGHTS
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Holders of common stock are entitled to receive dividends when, as, and if declared by our Board of Directors from legally available funds. We do not anticipate paying dividends in the foreseeable future, and any future decision to declare dividends will depend on our financial condition, results of operations, capital requirements, acquisition obligations, and other considerations as determined by the Board.
LIQUIDATION RIGHTS
Upon liquidation, dissolution, or winding-up of the Company, holders of common stock are entitled to share ratably in the net assets available for distribution after payment of all debts and liabilities. There are no senior or preferred classes of equity outstanding that rank ahead of the common stock with respect to liquidation rights.
PREEMPTIVE RIGHTS
Our common stockholders do not have preemptive, subscription, redemption, sinking fund, conversion, or exchange rights. Any future issuance of additional shares may dilute the ownership interests of existing shareholders.
FULLY PAID AND NON-ASSESSABLE
The shares of common stock offered herein, when issued and paid for, will be fully paid and non-assessable, meaning no further contribution will be required from the holder.
TRANSFERABILITY AND RESTRICTIONS
The shares being offered are free-trading securities upon issuance, subject to:
- applicable state and federal securities laws,
- the ability of a broker-dealer to clear the shares, the availability of a public trading market, and
- any restrictions imposed by the transfer agent relating to AML/KYC compliance.
While our intention is to seek quotation on the OTCQB, there can be no assurance that such quotation will be approved or that an active trading market will develop. Until such time, investors may be unable to resell their shares or may be able to do so only at a substantial discount.
ABSENCE OF PREFERRED STOCK OR SENIOR SECURITIES
We do not currently have any preferred shares, convertible instruments, warrants, options, or equity-based incentive awards outstanding. The Board of Directors may, in the future, authorize an equity incentive plan or designate a new class or series of preferred stock. Such issuances may reduce or subordinate the rights of common stockholders.
ANTI-TAKEOVER CONSIDERATIONS
Our corporate structure includes features that may have anti-takeover effects, such as:
- Majority control by our founder,
- Absence of cumulative voting,
- Broad authority of the Board to issue additional shares without shareholder approval.
These features may discourage or prevent a change of control that might otherwise benefit shareholders.
SHARES OFFERED IN THIS OFFERING
We are offering 50,000,000 shares of newly issued common stock at a price of $1.00 per share on a best-efforts basis. The shares will be issued promptly upon:
1. Acceptance of a signed Subscription Agreement,
2. Deposit of investor funds into the third-party escrow account.
Shares are issued upon acceptance of subscriptions notwithstanding that subscription proceeds remain in escrow pending satisfaction of the milestone release conditions described in this Offering Circular. If an investor's attributable escrowed funds are returned under the investor consent and return of funds procedures, the shares attributable to the returned funds will be automatically cancelled, as provided in the subscription agreement.
The shares will be held in book-entry form, initially on the Company's internal stockholder records and thereafter by the transfer agent once appointed, with no physical certificates issued.
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MATERIAL TERMS OF THE OFFERING
1. Price per share: $1.00
2. Offering type: Self-underwritten, no minimum, best-efforts
3. Maximum proceeds: $50,000,000
4. Escrow: All funds deposited with independent escrow agent
5. Use of proceeds: Acquisitions, integration costs, working capital
6. Transfer agent: Will be appointed prior to issuance of shares
7. No minimum investment requirement
POTENTIAL FUTURE ISSUANCES OF SECURITIES
In the future, the Company may issue additional securities, including:
- common stock for acquisitions,
- equity awards under a future incentive plan,
- preferred stock with priority rights,
- securities convertible into common stock.
Any such issuance may dilute the ownership or voting power of existing shareholders and may adversely affect the market value of the common stock.
RECENT SALES OF UNREGISTERED SECURITIES
The following is a complete history of every issuance of securities by the Company from inception on October 28, 2025 through the date of this Offering Circular.
On October 28, 2025, the Company issued 274,350,000 shares of common stock to Mr. Yogesh Choudhary for cash consideration equal to the par value of the shares, aggregating $27,435, in reliance on Section 4(a)(2) of the Securities Act as a transaction by an issuer not involving a public offering. On October 28, 2025, the Company also issued 11,800,000 shares of common stock to Keystone Arc Capital LLC and 8,850,000 shares of common stock to Financial Agency LLC, as described under "Related Party Transactions," in consideration of services, with the par value of the shares paid in cash, in reliance on Section 4(a)(2). The Company filed a Form D on January 20, 2026, as amended on January 26, 2026, with respect to a contemplated private placement program; no securities were sold and no funds were raised under that program, which is currently on hold. No placement agent has any role in this Regulation A offering, which is self underwritten, and no placement agent is engaged in connection with any offering of the Company's securities.
LISTING AND TRADING OF OUR SHARES
There is currently no public market for our common stock. The Company intends to seek quotation of its common stock on the OTCQB following qualification of this offering. Quotation requires, among other things, sponsorship by a market maker that will file the required application with FINRA and satisfaction of OTCQB eligibility standards, and no assurance can be given that these requirements will be satisfied or that any trading market will develop or be sustained. Because subscriptions are irrevocable, investors may never have a market in which to sell all or any portion of their shares and must be prepared to bear the economic risk of the investment indefinitely. The Company has not yet appointed a transfer agent. A registered transfer agent will be appointed prior to the initial issuance of shares under this offering and will serve as transfer agent and registrar for the common stock; until such appointment, the Company maintains its stockholder records internally.
The historical financial information of the target companies was prepared from books, records, and information provided by the respective selling shareholders and the management of the target companies. Crystal Arthur, CPA, an independent public accountant licensed in the State of Indiana, audited that information and serves as the independent auditor of the Company and of the target companies for purposes of the financial statements included in this Offering Circular. Her audits were conducted in accordance with auditing standards generally accepted in the United States of America, and she meets the independence requirements of Rule 2-01 of Regulation S-X. Her consents to the inclusion of her reports and to the references to her under this heading are filed as Exhibit 1A-11.
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The financial statements of Alpha Maier Private Limited as of March 31, 2026 and March 31, 2025 and for the years then ended included in this Offering Circular have been so included in reliance on the report of Crystal Arthur, CPA, dated August 3, 2026, given on her authority as an expert in auditing and accounting.
The financial statements of Marelli UM Electronic Systems Private Limited as of December 31, 2025 and December 31, 2024 and for the years then ended included in this Offering Circular have been so included in reliance on the report of Crystal Arthur, CPA, dated August 3, 2026, which report includes a section titled Material Uncertainty Related to Going Concern, given on her authority as an expert in auditing and accounting.
The financial statements of Tejascore Techsystems Inc. for the period from inception (October 28, 2025) to March 31, 2026 included in this Offering Circular have been so included in reliance on the report of Crystal Arthur, CPA, dated August 3, 2026, given on her authority as an expert in auditing and accounting.
Following qualification of the offering statement, the Company will be subject to the ongoing reporting requirements applicable to Tier 2 offerings under Regulation A. The Company will be required to file with the Commission: an annual report on Form 1-K, including audited financial statements, within 120 calendar days after the end of each fiscal year; a semiannual report on Form 1-SA, including unaudited interim financial statements, within 90 calendar days after the end of the first six months of each fiscal year; and current reports on Form 1-U to disclose specified events within four business days of their occurrence. The Company may also be required to file a special financial report on Form 1-K or Form 1-SA in respect of periods between the financial statements included in the offering statement and its first periodic report. These reports will be available on the Commission's EDGAR system. The Company's obligation to file such reports continues until it is eligible to suspend that obligation in accordance with Regulation A.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's articles of incorporation and bylaws provide for the indemnification of its directors and officers to the fullest extent permitted by the Wyoming Business Corporation Act, including indemnification against expenses, judgments, and amounts paid in settlement incurred by reason of service in such capacities, subject to the standards of conduct and procedures specified by Wyoming law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, or persons controlling the Company pursuant to the foregoing provisions, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
The Company itself presently has no employees other than its executive officers, who serve pursuant to the arrangements described under "How We Compensate Our Directors and Executive Officers." Following completion of the acquisitions described in this Offering Circular, employees of the acquired businesses will remain employed at the operating company level, as described under "Description of Our Business."
The Company's principal executive offices are located at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179. The Company’s principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, Florida is occupied under a licensed office arrangement made available by Mr. Choudhary at no cost to the Company; the Company owns no real property The Company believes its current facilities are adequate for its present needs. The properties of the target businesses are described under "Description of Our Business."
WHERE YOU CAN FIND MORE INFORMATION
The Company has filed with the Securities and Exchange Commission an offering statement on Form 1-A under Regulation A with respect to the shares offered by this Offering Circular. This Offering Circular, which constitutes a part of the offering statement, does not contain all of the information set forth in the offering statement and its exhibits. For further information with respect to the Company and the shares, reference is made to the offering statement and its exhibits. Statements contained in this Offering Circular as to the contents of any contract or other document are summaries, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the offering statement, each such statement being qualified in all respects by such reference. The offering statement, including its exhibits, is available on the Commission's website at www.sec.gov. The Company maintains a website at tejascoretechsystems.com. Information contained on, or accessible through, the Company's website is not part of, and is not incorporated by reference into, this Offering Circular or the offering statement of which it forms a part, and investors should not rely on any such information in making an investment decision.
DISQUALIFICATION AND BAD ACTOR DISCLOSURE
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Rule 262 of Regulation A under the Securities Act of 1933 prohibits an issuer from relying on the Regulation A exemption if the issuer, any predecessor, affiliated issuer, director, officer, general partner, managing member, promoter, underwriter, or any beneficial owner of 20% or more of the issuer's outstanding voting securities has been the subject of certain disqualifying events during the applicable lookback period. These include, among other things, securities-related criminal convictions, court injunctions or restraining orders, final orders of certain federal and state regulators, SEC disciplinary actions, stop orders, suspensions, bars, refusals of registration, and other specified forms of misconduct.
In connection with this offering, Tejascore Techsystems Inc. has conducted a reasonable inquiry into the backgrounds of all persons deemed "covered persons" under Rule 262, including:
1. The Company, its subsidiaries, and affiliated entities.
2. All of our executive officers, including our Chief Executive Officer and Chief Financial Officer.
3. Our board of directors.
4. Our founders and each beneficial owner of more than 20% of our outstanding voting securities.
5. Any promoter or person involved in the preparation of this Offering Circular.
6. Any person or entity that will be compensated for solicitation of investors, if engaged.
7. Any entity in which a covered person serves in a managerial or controlling capacity.
Based on this inquiry, we have determined that none of the covered persons under Rule 262 have been subject to any disqualifying event, including:
- Any felony or misdemeanor conviction in connection with the purchase or sale of securities, false filings, or other violations of securities laws.
- Any court injunction or restraining order related to securities transactions, business practices, or fraudulent conduct.
- Any final order issued by a federal or state regulator (including banking, securities, commodities, insurance, or law enforcement agencies) that bars such persons from the industry or imposes a finding of securities or financial fraud, dishonesty, manipulation, or deceptive practices.
- Any SEC order suspending or revoking registration, barring association with a regulated entity, or imposing limitations on engaging in the securities business.
- Any stop order, refusal order, or order suspending the exemption of a Regulation A offering or similar offering statement.
- Any U.S. Postal Service false-representation order.
- Any suspension or expulsion from membership in a self-regulatory organization (FINRA, exchanges).
- Any SEC finding of cause that would constitute a disqualifying event.
NO COVERED PERSON IS CURRENTLY:
- Under investigation for securities fraud,
- Named in any pending enforcement proceeding,
- Suspended or barred from participating in securities offerings, or
- The subject of any regulatory inquiry that could reasonably result in a future disqualification.
THE COMPANY HAS ALSO CONFIRMED THAT:
- No stop order or refusal order has been issued with respect to any prior Regulation A or registration statement filed by the Company.
- No state securities commission has issued a final order against the Company or its management.
- The Company has not been the subject of any disciplinary actions by FINRA, the SEC, or any other regulatory authority.
- None of our executive officers or significant beneficial owners has been sanctioned, censured, or penalized by any court or regulatory body in connection with investment-, financial-, or securities-related activities.
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If any disqualifying event were to occur before the qualification of this offering, the Company would be required to amend this Offering Circular and may be prohibited from proceeding with the offering unless it qualifies for a waiver under Rule 262. The Company affirms that, based on the reasonable investigation conducted, no disqualification exists, and the Company is eligible to conduct this offering under Regulation A.
The validity of the issuance of the common stock offered pursuant to this Offering Circular has been passed upon for us by Edris J. Scarbrough, Esq., Attorney at Law, admitted in New Hampshire.
RECENT DEVELOPMENTS OF THE TARGET COMPANIES
The following information updates the descriptions of the target companies appearing elsewhere in this Offering Circular and is derived from the financial statements included in Part F/S and from monthly management information system reports furnished by the target companies. Information derived from management reports is unaudited. Investors should read this section together with the financial statements, the notes thereto, and the Risk Factors.
Alpha Maier Private Limited, year ended March 31, 2026.
For its fiscal year ended March 31, 2026, Alpha Maier recorded revenue from operations of 1,291.7 million Indian Rupees, an increase of approximately 5.2 percent over 1,228.3 million Indian Rupees in the prior year; profit before tax of 26.5 million Indian Rupees, compared with 50.6 million Indian Rupees in the prior year; and profit for the year of 19.8 million Indian Rupees, compared with 36.7 million Indian Rupees. The decline in profitability was driven principally by a loss on sale of machinery of 23.7 million Indian Rupees recognized in other administrative expenses; excluding that item, profit before tax was broadly stable year over year. During the year Alpha Maier substantially repaid its Euro denominated external commercial borrowing, leaving 8.6 million Indian Rupees classified as current maturities at year end, and increased its cash and cash equivalents, including fixed deposits, from 86.2 million Indian Rupees to 174.6 million Indian Rupees. Shareholders funds at March 31, 2026 were 448.4 million Indian Rupees.
Alpha Maier Private Limited, three months ended June 30, 2026 (unaudited). For the three months ended June 30, 2026, per consolidated monthly management reports, Alpha Maier recorded net sales of 347.44 million Indian Rupees, PBDIT of 49.13 million Indian Rupees, and profit before tax of 37.64 million Indian Rupees before exceptional items, with monthly profit before tax of 11.56, 14.52, and 11.56 million Indian Rupees for April, May, and June 2026, respectively. Exceptional items of 16.16 million Indian Rupees recorded in May 2026, comprising a one time partner invoice of 5.00 million Indian Rupees and a provision of 11.16 million Indian Rupees in connection with an income tax demand, resulted in profit before tax after exceptional items of 21.48 million Indian Rupees for the quarter. These figures are derived from management accounts, are unaudited, and are not necessarily indicative of results for any future period.
Marelli UM Electronic Systems Private Limited, six months ended June 30, 2026 (unaudited).
For the six months ended June 30, 2026, per monthly management reports, Marelli UM recorded revenue of 1,907.6 million Indian Rupees, EBITDA as reported in management accounts of 122.7 million Indian Rupees, and profit after tax of 23.7 million Indian Rupees, returning to profitability in the quarter ended June 30, 2026 after losses in prior periods. Revenue in the quarter ended June 30, 2026 was 1,036.2 million Indian Rupees, an increase of approximately 18.9 percent over the immediately preceding quarter. Marelli UM continues to be funded in significant part by balances payable to Marelli group companies, which stood at 1,405.8 million Indian Rupees at June 30, 2026, and the material uncertainty regarding going concern described in the audit opinion on its financial statements remains applicable. Interim profitability does not eliminate that uncertainty.
Currency translation.
The following exchange rates are used consistently throughout this Offering Circular, in Note 25, and in the pro forma financial information for amounts of the Indian target companies as of and for the year ended March 31, 2026: for balance sheet amounts, 94.07 Indian Rupees per U.S. dollar, the closing rate on March 31, 2026; and for income statement amounts, 88.31 Indian Rupees per U.S. dollar, the average of daily rates for the twelve months ended March 31, 2026. Rates are derived from the Federal Reserve Statistical Release H.10 daily series and corroborating published market data. Solely for the convenience of the reader, at the closing rate, Alpha Maier revenue for FY2026 of 1,291.7 million Indian Rupees was approximately US$13.7 million, and at the average rate approximately US$14.6 million. Unaudited interim amounts for periods after March 31, 2026 are presented in Indian Rupees only, without convenience translation. These rate conventions correspond to the conventions previously established for the December 31, 2025 reporting dates of Marelli UM (closing 89.87; average for calendar 2025, 87.159), sourced from the same series.
144
TEJASCORE TECHSYSTEMS INC. FINANCIAL STATEMENTS
TEJASCORE TECHSYSTEMS INC.
AUDITED FINANCIAL STATEMENTS. For the period from inception (October 28, 2025) to March 31, 2026
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Stockholders of Tejascore Techsystems Inc. Opinion. We have audited the accompanying financial statements of Tejascore Techsystems Inc. (the "Company"), which comprise the balance sheet as of March 31, 2026, and the related statements of operations, changes in stockholders’ equity, and cash flows for the period from inception (October 28, 2025) to March 31, 2026, and the related notes. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the period then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion. We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS); we are independent of the Company under Rule 2-01 of Regulation S-X; and we believe the audit evidence obtained is sufficient and appropriate to provide a basis for our opinion. The responsibilities of management and of the auditor are as described in the corresponding sections of our reports on the target companies included elsewhere in this Offering Circular, applied to these financial statements.
/s/ Crystal Arthur, CPA. Certified Public Accountant. Indiana License No. CP11500183. Dated: August 3, 2026
| Balance Sheet (US$) | March 31, 2026 |
| Cash and cash equivalents | 29,500 |
| Total assets | 29,500 |
| Total liabilities | - |
| Common stock, $0.0001 par value; 750,000,000 authorized; 295,000,000 issued and outstanding | 29,500 |
| Additional paid in capital | 250,000 |
| Accumulated deficit | (250,000) |
| Total stockholders’ equity | 29,500 |
| Statement of Operations (US$) | Inception to March 31, 2026 |
| Revenues | - |
| General, administrative and organizational expenses (borne personally by the founder and treated as a capital contribution) | 250,000 |
| Net loss | (250,000) |
| Basic and diluted net loss per share | (0.00) |
| Statement of Cash Flows (US$) | Inception to March 31, 2026 |
| Net loss | (250,000) |
| Expenses paid personally by the founder (non cash capital contribution) | 250,000 |
| Net cash used in operating activities | - |
| Proceeds from issuance of common stock | 29,500 |
| Net cash provided by financing activities | 29,500 |
| Cash at end of period | 29,500 |
Notes. 1. Organization: the Company is a Wyoming holding corporation formed October 28, 2025 to acquire automotive electronics businesses; it conducts activities through Tejascore Techsystem Private Limited, its wholly owned Indian subsidiary. 2. Basis: US GAAP; the Company is a shell company with no operations. 3. Founder paid expenses: organizational, legal, and advisory costs of approximately $250,000 were paid personally by the founder without reimbursement and are reflected as expense with a corresponding capital contribution in accordance with SEC Staff Accounting Bulletin Topic 5T. 4. Stockholders’ equity: 295,000,000 shares issued at inception for cash at par value. 5. Subsequent events: the agreements to sale dated July 16, 2026, the compulsory second tranche arrangement, and this offering, each as described elsewhere in this Offering Circular.
145
ALPHA MAIER PRIVATE LIMITED FINANCIAL STATEMENTS
ALPHA MAIER PRIVATE LIMITED
FINANCIAL STATEMENTS
As of March 31, 2026 and March 31, 2025 and for the Years Then Ended
(All amounts in Indian Rupees unless otherwise stated)
Corporate Identification Number: U35990DL2010PTC202385
Prepared for inclusion in Amendment No. 3 to the Offering Statement on Form 1-A of Tejascore Techsystems Inc.
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Shareholders of Alpha Maier Private Limited
Opinion
We have audited the financial statements of Alpha Maier Private Limited (the "Company"), which comprise the balance sheets as of March 31, 2026 and March 31, 2025, and the related statements of profit and loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and March 31, 2025, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in India, applied on a consistent basis, together with the reconciliation of significant differences between accounting principles generally accepted in India and accounting principles generally accepted in the United States of America set forth in Notes 39 through 42.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits, including the independence requirements of Rule 2-01 of Regulation S-X. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in India and for the preparation of the reconciliation set forth in Notes 39 through 42; and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. In performing an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit; identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit procedures responsive to those risks; obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control, and accordingly no such opinion is expressed; evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as the overall presentation of the financial statements; and conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Crystal Arthur, CPA
Certified Public Accountant
Dated: August 3, 2026
BALANCE SHEETS
As of March 31, 2026 and March 31, 2025 (INR)
146
| Particulars | March 31, 2026 | March 31, 2025 |
| ASSETS - Current assets | ||
| Cash and bank balances | 174,560,406 | 86,157,398 |
| Trade receivables | 132,566,147 | 165,192,932 |
| Inventories | 104,743,813 | 130,875,461 |
| Short-term loans and advances | 54,322,497 | 19,344,207 |
| Other current assets | 18,589,262 | 21,310,617 |
| Total current assets | 484,782,125 | 422,880,615 |
| Non-current assets | ||
| Property, plant and equipment, net | 154,562,017 | 220,063,901 |
| Intangible assets, net | 822,550 | 822,550 |
| Deferred-tax assets, net | 24,853,518 | 18,958,434 |
| Other non-current assets | 17,046,196 | 16,290,838 |
| Total non-current assets | 197,284,281 | 256,135,723 |
| TOTAL ASSETS | 682,066,406 | 679,016,338 |
| LIABILITIES - Current liabilities | ||
| Current maturities of long-term borrowings | 8,639,600 | 7,085,288 |
| Trade payables - micro and small enterprises | 23,414,303 | 13,723,004 |
| Trade payables - other creditors | 128,241,528 | 142,889,388 |
| Other current liabilities | 16,190,126 | 14,995,801 |
| Short-term provisions | 39,082,563 | 45,830,571 |
| Total current liabilities | 215,568,120 | 224,524,052 |
| Non-current liabilities | ||
| Long-term borrowings | - | 7,704,840 |
| Long-term employee-benefit obligations | 18,066,942 | 18,186,081 |
| Total non-current liabilities | 18,066,942 | 25,890,921 |
| Total liabilities | 233,635,062 | 250,414,973 |
| Shareholders’ equity | ||
| Share capital | 222,000,000 | 222,000,000 |
| Reserves and surplus | 226,431,344 | 206,601,365 |
| Total shareholders’ equity | 448,431,344 | 428,601,365 |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 682,066,406 | 679,016,338 |
STATEMENTS OF PROFIT AND LOSS
For the Years Ended March 31, 2026 and March 31, 2025 (INR, except per-share amounts)
147
| Particulars | FY2026 | FY2025 |
| Revenue from operations | 1,291,730,889 | 1,228,301,841 |
| Other income | 18,150,227 | 17,304,237 |
| Total income | 1,309,881,116 | 1,245,606,078 |
| Cost of materials consumed | 801,938,144 | 726,852,336 |
| Changes in inventories of finished goods | (1,311,042) | (7,646,000) |
| Employee-benefit expenses | 197,686,628 | 195,340,961 |
| Finance costs | 6,127,974 | 7,043,918 |
| Depreciation and amortization | 55,863,700 | 50,377,015 |
| Other administrative expenses | 223,076,381 | 223,063,326 |
| Rounding adjustment | - | (1) |
| Total expenses | 1,283,381,785 | 1,195,031,555 |
| Profit before income taxes | 26,499,331 | 50,574,523 |
| Current income-tax expense | 12,564,435 | 18,799,898 |
| Deferred income-tax benefit | (5,895,084) | (4,877,795) |
| Rounding adjustment | 1 | - |
| Net profit for the year | 19,829,979 | 36,652,420 |
| Basic and diluted earnings per share | 0.89 | 1.65 |
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(INR)
| Particulars | Share Capital | Reserves and Surplus | Total Equity |
| Balance as of April 1, 2024 | 222,000,000 | 169,948,945 | 391,948,945 |
| Profit for FY2025 | - | 36,652,420 | 36,652,420 |
| Balance as of March 31, 2025 | 222,000,000 | 206,601,365 | 428,601,365 |
| Profit for FY2026 | - | 19,829,979 | 19,829,979 |
| Balance as of March 31, 2026 | 222,000,000 | 226,431,344 | 448,431,344 |
STATEMENTS OF CASH FLOWS
(INR; indirect method)
| Particulars | FY2026 | FY2025 |
| A. Operating activities | ||
| Profit before income taxes | 26,499,331 | 50,574,523 |
| Depreciation and amortization | 55,863,700 | 50,377,015 |
| Loss on sale of property, plant and equipment | 23,742,700 | - |
| Interest expense on borrowings | 561,962 | - |
| Interest income on fixed deposits | (2,184,077) | (1,200,981) |
| Operating profit before working-capital changes | 104,483,616 | 99,750,557 |
| Decrease/(increase) in inventories | 26,131,648 | (11,703,541) |
| Decrease/(increase) in trade receivables | 32,626,785 | (15,677,629) |
| Increase in short-term loans and advances | (34,978,290) | - |
| Decrease in other current assets, excl. accrued interest | 3,537,494 | - |
| Other current assets, loans and advances, net | - | 18,887,341 |
| Decrease in trade payables | (4,956,561) | (8,749,032) |
| Increase in other current liabilities | 1,194,325 | - |
| Decrease in short-term provisions, excl. income tax | (512,545) | - |
| Decrease in long-term provisions | (119,139) | - |
| Other current liabilities and provisions, net | - | (32,025,634) |
| Increase in other non-current assets | (755,358) | - |
| Rounding and reconciliation adjustment | - | (3) |
| Cash generated from operations | 126,651,975 | 50,482,059 |
| Income taxes paid, net | (18,799,898) | - |
| Net cash generated from operating activities | 107,852,077 | 50,482,059 |
| B. Investing activities | ||
| Payments for PPE, net of disposal proceeds | (14,104,516) | (5,738,060) |
| Movement in long-term security deposits and margin monies | - | 2,436,389 |
| Interest received | 1,367,937 | 1,200,981 |
| Net cash used in investing activities | (12,736,579) | (2,100,690) |
| C. Financing activities | ||
| Net repayment of external commercial and short-term borrowings | (6,150,528) | (10,791,176) |
| Interest paid | (561,962) | - |
| Net cash used in financing activities | (6,712,490) | (10,791,176) |
| Net increase in cash and cash equivalents | 88,403,008 | 37,590,193 |
| Cash and cash equivalents at beginning of year | 86,157,398 | 48,567,205 |
| Cash and cash equivalents at end of year | 174,560,406 | 86,157,398 |
The accompanying notes form an integral part of these financial statements.
148
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - CORPORATE INFORMATION AND NATURE OF OPERATIONS
Alpha Maier Private Limited (the "Company") was incorporated in India on October 28, 2010 under the Companies Act, 1956 and continues under the Companies Act, 2013 (CIN U35990DL2010PTC202385). The Company is a joint venture between UM Autocomp Private Limited (51%) and Mikeldi Inversiones, S.L.U., Spain (49%). The Company manufactures automotive plastic components and decorative assemblies under technical-assistance and licensing arrangements with the Maier group, including injection molding, painting and decorative processing, and production of interior and exterior trims, badges, housings, bezels and related assemblies for original-equipment manufacturers.
NOTE 2 - BASIS OF PREPARATION AND PRESENTATION
These financial statements are prepared under the historical-cost convention, on the accrual and going-concern bases, in accordance with accounting principles generally accepted in India and the applicable provisions of the Companies Act, 2013. The functional and presentation currency is the Indian Rupee; amounts are in whole Rupees unless otherwise stated. Comparative information for FY2025 has been conformed to the current-year presentation. The March 31, 2025 balance-sheet total has been normalized by INR 1 to INR 679,016,338 so the detailed schedules balance; immaterial one-Rupee differences in the profit-and-loss schedules are shown as rounding adjustments. The historical statements do not reflect the proposed acquisition by Tejascore Techsystems Inc.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue is recognized when significant risks and rewards of ownership transfer to the customer; interest and other income accrue. Property, plant and equipment are stated at cost less accumulated depreciation; depreciation follows the straight-line method over Schedule II useful lives, pro-rata for additions and disposals. Intangible assets are carried at cost less accumulated amortization. Raw materials, packing materials and stores are measured at the lower of cost (FIFO) and net realizable value; work in progress and finished goods include materials, labor and production overheads on a monthly weighted-average basis. Foreign-currency transactions are recorded at transaction-date rates; monetary items are retranslated at closing rates with differences in profit or loss. Borrowing costs attributable to qualifying assets are capitalized (AS 16); others are expensed. Short-term employee benefits and defined contributions are recognized as service is rendered; gratuity and compensated absences are provided on actuarial and employment-benefit principles. Current tax follows the Income-tax Act, 1961; deferred tax is recognized on timing differences at enacted rates subject to recognition criteria. Provisions are recognized for probable, reliably estimable obligations; contingent liabilities are disclosed unless remote. Customer-specific tool and product development expenditure is carried when recovery is reasonably certain and amortized over expected production life. Cash flows use the indirect method.
NOTE 4 - SIGNIFICANT ACCOUNTING JUDGMENTS AND ESTIMATES
Significant judgment areas include useful lives and recoverability of property, plant and equipment; inventory net realizable value; collectibility of trade receivables; employee-benefit obligations; current and deferred taxes; provisions and contingencies; revenue cut-off; and classification of fixed deposits and borrowings.
NOTE 5 - SHARE CAPITAL
| Particulars | March 31, 2026 | March 31, 2025 |
| Authorized: 30,000,000 equity shares of INR 10 each | 300,000,000 | 300,000,000 |
| Issued, subscribed and fully paid: 22,200,000 equity shares of INR 10 each | 222,000,000 | 222,000,000 |
| Shareholder holding more than 5% | Shares | Ownership |
| UM Autocomp Private Limited | 11,322,000 | 51.00% |
| Mikeldi Inversiones, S.L.U. | 10,878,000 | 49.00% |
Each equity share carries one vote and equal rights to dividends and distributions. There was no change in issued share capital during either year.
NOTE 6 - RESERVES AND SURPLUS
| Particulars | FY2026 | FY2025 |
| Opening balance | 206,601,365 | 169,948,945 |
| Profit for the year | 19,829,979 | 36,652,420 |
| Closing balance | 226,431,344 | 206,601,365 |
NOTE 7 - BORROWINGS
149
| Particulars | March 31, 2026 | March 31, 2025 |
| External commercial borrowing - current maturities | 8,639,600 | 7,085,288 |
| External commercial borrowing - non-current | - | 7,704,840 |
| Total borrowings | 8,639,600 | 14,790,128 |
The borrowing is from Mikeldi Inversiones, S.L.U., an affiliate of the 49% shareholder, is denominated in Euro, was originally EUR 240,000, and bears interest at three-month EURIBOR plus 3.25% per annum. The entire balance at March 31, 2026 is classified as current. The borrowing is a related-party balance (Note 31).
NOTE 8 - EMPLOYEE-BENEFIT OBLIGATIONS
| Particulars | March 31, 2026 | March 31, 2025 |
| Gratuity - non-current | 18,066,942 | 18,186,081 |
| Gratuity - current | 701,048 | 386,128 |
| Leave encashment - current | 6,605,900 | 5,955,920 |
| Total employee-benefit obligations | 25,373,890 | 24,528,129 |
NOTE 9 - TRADE PAYABLES
| Particulars | March 31, 2026 | March 31, 2025 |
| Micro and small enterprises | 23,414,303 | 13,723,004 |
| Other creditors | 128,241,528 | 142,889,388 |
| Total trade payables | 151,655,831 | 156,612,392 |
The FY2025 audited ageing schedule reported INR 155,558,293 due within one year and INR 1,054,100 outstanding for more than three years. Substantially all trade payables arise in the ordinary course of business on customary credit terms.
NOTE 10 - OTHER CURRENT LIABILITIES
| Particulars | March 31, 2026 | March 31, 2025 |
| Labour welfare fund payable | 20,311 | 53,580 |
| TDS payable | 2,224,847 | 5,731,030 |
| GST payable | 10,427,914 | 5,369,052 |
| Royalty payable | - | 424,074 |
| Advances received from customers | 3,517,054 | 3,418,065 |
| Total | 16,190,126 | 14,995,801 |
NOTE 11 - SHORT-TERM PROVISIONS
| Particulars | March 31, 2026 | March 31, 2025 |
| Audit fees payable | 292,500 | 292,500 |
| Electricity expenses payable | 2,786,610 | 3,396,343 |
| Overtime payable | 843,891 | 740,965 |
| Salary and wages payable | 7,317,103 | 7,275,041 |
| ESI payable | 57,911 | 66,620 |
| PF payable | 1,037,118 | 1,097,359 |
| NPS payable | 94,873 | 63,083 |
| Bonus payable | 3,637,415 | 4,593,528 |
| Leave encashment | 6,605,900 | 5,955,920 |
| Current gratuity | 701,048 | 386,128 |
| Security payable | 100,000 | - |
| Provision for current tax | 12,564,435 | 18,799,898 |
| Provision for doubtful debts | 978,867 | 978,867 |
| Provision for trade payables | 1,258,376 | 1,345,034 |
| Other payables | 806,516 | 839,285 |
| Total short-term provisions | 39,082,563 | 45,830,571 |
NOTE 12 - PROPERTY, PLANT AND EQUIPMENT
150
| Particulars | FY2026 | FY2025 |
| Opening net carrying amount | 220,063,901 | 190,158,328 |
| Net additions/(disposals) before depreciation | (9,638,184) | 80,282,588 |
| Depreciation | (55,863,700) | (50,377,015) |
| Closing net carrying amount | 154,562,017 | 220,063,901 |
The FY2026 net movement is derived from the confirmed opening and closing carrying amounts and depreciation, and comprises the disposal of plant and machinery, on which a loss on sale of INR 23,742,700 was recognized, net of additions during the year. The FY2025 audited fixed-asset schedule reported gross block of INR 673,988,485, accumulated depreciation of INR 453,924,583 and net block of INR 220,063,901.
NOTE 13 - INTANGIBLE ASSETS
Technical know-how, net: INR 822,550 at both dates (gross cost INR 16,451,000; accumulated amortization INR 15,628,450). No movement was reported during FY2026.
NOTE 14 - DEFERRED-TAX ASSETS, NET
| Particulars | FY2026 | FY2025 |
| Opening balance | 18,958,434 | 14,080,639 |
| Deferred-tax benefit recognized | 5,895,084 | 4,877,795 |
| Closing deferred-tax asset | 24,853,518 | 18,958,434 |
NOTE 15 - OTHER NON-CURRENT ASSETS
Security deposits: INR 17,046,196 (March 31, 2025: INR 16,290,838).
NOTE 16 - INVENTORIES
| Particulars | March 31, 2026 | March 31, 2025 |
| Raw materials | 38,568,085 | 69,945,402 |
| Work in progress | 11,629,925 | 2,515,274 |
| Finished goods | 38,836,192 | 37,525,150 |
| Stores and spares | 15,238,091 | 20,748,029 |
| Goods in transit | 471,520 | 141,605 |
| Total inventories | 104,743,813 | 130,875,461 |
NOTE 17 - TRADE RECEIVABLES
| Particulars | March 31, 2026 | March 31, 2025 |
| Unsecured, considered good | 131,587,280 | 164,214,065 |
| Unsecured, considered doubtful | 978,867 | 978,867 |
| Gross trade receivables | 132,566,147 | 165,192,932 |
| Less: allowance for doubtful debts | (978,867) | (978,867) |
| Net trade receivables | 131,587,280 | 164,214,065 |
The doubtful balances were outstanding for more than six months. The allowance was unchanged during FY2026.
NOTE 18 - CASH AND BANK BALANCES
| Particulars | March 31, 2026 | March 31, 2025 |
| Cash in hand | 54,701 | 279,283 |
| ICICI Bank | 568,938 | 200,000 |
| RBL Bank | 37,436,767 | 85,678,115 |
| Fixed deposits | 136,500,000 | - |
| Total cash and bank balances | 174,560,406 | 86,157,398 |
The fixed deposits were placed during FY2026 and carry original maturities not exceeding twelve months; the source financial statements classify them within cash and cash equivalents. Accrued interest on fixed deposits of INR 816,140 at March 31, 2026 is included in other current assets. The U.S. GAAP classification of deposits by original maturity is addressed in Note 39.
NOTE 19 - SHORT-TERM LOANS AND ADVANCES
Advances to suppliers and project costs recoverable: INR 54,322,497 (March 31, 2025: INR 19,344,207), representing supplier advances and customer/project expenditure recoverable in the ordinary operating cycle.
NOTE 20 - OTHER CURRENT ASSETS
151
| Particulars | March 31, 2026 | March 31, 2025 |
| Prepaid expenses | 2,442,992 | 3,021,230 |
| Accrued interest on fixed deposits | 816,140 | - |
| Advance income tax | 13,500,000 | 13,500,000 |
| GST recoverable | 53,539 | 359,130 |
| TDS and TCS receivables | 1,776,591 | 4,430,257 |
| Total other current assets | 18,589,262 | 21,310,617 |
NOTE 21 - REVENUE FROM OPERATIONS
| Particulars | FY2026 | FY2025 |
| Gross sales | 1,337,918,043 | 1,294,390,863 |
| Less: inter-unit sales | (46,187,154) | (66,089,022) |
| Revenue from operations | 1,291,730,889 | 1,228,301,841 |
NOTE 22 - OTHER INCOME
| Particulars | FY2026 | FY2025 |
| Interest on fixed deposits | 2,184,077 | 1,200,981 |
| Foreign-exchange fluctuation gain | 3,932,903 | 1,382,803 |
| Other income | 12,033,246 | 14,720,453 |
| Rounding adjustment | 1 | - |
| Total other income | 18,150,227 | 17,304,237 |
NOTE 23 - COST OF RAW MATERIALS AND COMPONENTS CONSUMED
| Particulars | FY2026 | FY2025 |
| Plastic granules and other plastic parts | 637,574,437 | 601,890,406 |
| Paints, thinners and similar items | 25,952,993 | 25,435,513 |
| Rings | 79,172,948 | 79,415,237 |
| Packing materials | 35,669,690 | 33,848,806 |
| Other materials and components | 69,755,231 | 52,351,396 |
| Subtotal | 848,125,299 | 792,941,358 |
| Less: inter-unit purchases | (46,187,154) | (66,089,022) |
| Rounding adjustment | (1) | - |
| Cost of materials consumed | 801,938,144 | 726,852,336 |
NOTE 24 - CHANGES IN INVENTORIES OF FINISHED GOODS
| Particulars | FY2026 | FY2025 |
| Opening finished-goods inventory | 37,525,150 | 29,879,150 |
| Closing finished-goods inventory | (38,836,192) | (37,525,150) |
| Changes in inventories | (1,311,042) | (7,646,000) |
NOTE 25 - EMPLOYEE-BENEFIT EXPENSES
| Particulars | FY2026 | FY2025 |
| Contributions to ESI and PF | 7,331,998 | 7,568,765 |
| Bonus, ex gratia, gratuity and leave encashment | 7,512,056 | 10,039,603 |
| Labour charges | 50,505,492 | 49,406,703 |
| Labour welfare fund | 107,718 | 145,782 |
| Leave-travel allowance | 2,433,131 | 2,681,083 |
| Medical expenses | 316,029 | 330,427 |
| Overtime allowance | 10,825,780 | 9,467,251 |
| Salaries, wages and other allowances | 112,412,946 | 110,318,758 |
| Staff welfare | 6,241,478 | 5,382,589 |
| Total employee-benefit expenses | 197,686,628 | 195,340,961 |
NOTE 26 - FINANCE COSTS
152
| Particulars | FY2026 | FY2025 |
| Bank charges | 337,780 | 628,897 |
| Interest on loans | 561,962 | 1,196,175 |
| Cash discounts allowed | 5,228,233 | 5,218,845 |
| Rounding adjustment | (1) | 1 |
| Total finance costs | 6,127,974 | 7,043,918 |
NOTE 27 - DEPRECIATION AND AMORTIZATION
Depreciation on property, plant and equipment: FY2026 INR 55,863,700; FY2025 INR 50,377,015.
NOTE 28 - OTHER ADMINISTRATIVE EXPENSES
| Particulars | FY2026 | FY2025 |
| Audit fee | 325,000 | 325,000 |
| Business promotion and support services | 4,240,667 | 10,731,702 |
| Calibration and testing | 1,055,877 | 732,974 |
| Car repairs and maintenance | 199,311 | 356,382 |
| Communication charges | 2,378,250 | 2,300,642 |
| Computer repairs and maintenance | 1,465,614 | 1,847,126 |
| Electricity expenses | 55,593,712 | 51,356,385 |
| Diesel/LPG expenses | 8,862,358 | 12,151,887 |
| Fees and taxes | 168,024 | 1,121,583 |
| Festival expenses | 2,972,035 | 2,962,025 |
| Insurance charges | 2,608,521 | 2,492,185 |
| Legal and professional charges | 2,517,407 | 3,228,957 |
| Office expenses | 2,726,021 | 1,732,744 |
| Horticulture expenses | - | 118,160 |
| Miscellaneous expenses | 118,702 | 572,571 |
| Printing and stationery | 2,542,332 | 2,561,339 |
| Repairs and maintenance - general | 2,597,789 | 3,115,091 |
| Repairs and maintenance - plant and machinery | 21,407,120 | 29,013,595 |
| Royalty | 1,283,390 | 3,425,734 |
| Security charges | 3,832,314 | 3,896,179 |
| Freight outward | 21,144,189 | 20,526,181 |
| Travel and conveyance | 10,228,564 | 12,847,442 |
| Water charges | 1,313,211 | 1,676,122 |
| Rent of plant | 33,038,605 | 31,465,335 |
| Loss on sale of machinery | 23,742,700 | - |
| Rent of guest house | - | 292,650 |
| Rent of warehouse | 8,102,329 | 7,028,605 |
| Rent of cars | 4,209,374 | 2,653,195 |
| Rent of solar facilities | 1,293,037 | 1,040,224 |
| Corporate social responsibility | 736,979 | - |
| Technical-assistance charges | 1,017,271 | 10,294,466 |
| Pollution-control charges | 1,355,678 | 1,196,844 |
| Total other administrative expenses | 223,076,381 | 223,063,326 |
NOTE 29 - INCOME TAXES
| Particulars | FY2026 | FY2025 |
| Current income-tax expense | 12,564,435 | 18,799,898 |
| Deferred income-tax benefit | (5,895,084) | (4,877,795) |
| Rounding adjustment | 1 | - |
| Total income-tax expense | 6,669,352 | 13,922,103 |
The FY2026 one-Rupee rounding adjustment reconciles reported profit before tax, tax expense and reported net profit.
NOTE 30 - EARNINGS PER SHARE
153
Net profit attributable to equity shareholders: FY2026 INR 19,829,979; FY2025 INR 36,652,420. Weighted-average equity shares: 22,200,000 in both years. Basic and diluted EPS: INR 0.89 (FY2025: INR 1.65). No potentially dilutive instruments existed in either year.
NOTE 31 - RELATED-PARTY DISCLOSURES
Related parties include UM Autocomp Private Limited, Mikeldi Inversiones, S.L.U., Maier S. Coop., other entities within the UM and Maier groups, and key management personnel.
| Transaction | FY2026 | FY2025 |
| Interest on shareholder borrowing | 561,962 | 1,196,175 |
| Royalty expense | 1,283,390 | 3,425,734 |
| Technical-assistance charges | 1,017,271 | 10,294,466 |
| Total identifiable expenses | 2,862,623 | 14,916,375 |
| Balance | March 31, 2026 | March 31, 2025 |
| Borrowing due to Mikeldi Inversiones, S.L.U. | 8,639,600 | 14,790,128 |
| Royalty payable | - | 424,074 |
Other transactions with group entities, including export sales, designing fees and trade balances, are included within the relevant financial-statement captions; gross sales include inter-unit sales of INR 46,187,154 (FY2025: INR 66,089,022), eliminated in arriving at revenue from operations and cost of materials consumed. Key management personnel compensation is included within employee-benefit expenses.
NOTE 32 - COMMITMENTS AND CONTINGENCIES
Based on management’s representations and the records of the Company, as of March 31, 2026 the Company had no material pending litigation, no claims asserted against it that are expected to result in material outflow, no outstanding bank guarantees, no material capital commitments, and no other material contingent liabilities requiring provision or disclosure, other than obligations arising in the ordinary course of business and the lease arrangements described in Note 39.
Rental expense recognized was INR 46,643,345 in FY2026 and INR 42,480,009 in FY2025, comprising plant, warehouse, car, solar-facility and guest-house rentals. The lease arrangements are cancellable operating arrangements in the ordinary course of business; accordingly, no schedule of future minimum lease payments is presented, consistent with the audited FY2025 presentation.
NOTE 33 - FOREIGN-CURRENCY TRANSACTIONS AND EXPOSURES
| Particulars | FY2026 | FY2025 |
| Foreign-exchange fluctuation gain | 3,932,903 | 1,382,803 |
| Interest on Euro-denominated borrowing | 561,962 | 1,196,175 |
| Royalty and technical-assistance expense | 2,300,661 | 13,720,200 |
The Company is exposed to foreign currency through exports, imported materials and equipment, royalty and technical-assistance arrangements, and the Euro-denominated borrowing. Monetary items are translated at closing rates with differences recognized in profit or loss.
NOTE 34 - FINANCIAL INSTRUMENTS AND FINANCIAL-RISK MANAGEMENT
| Particulars | March 31, 2026 | March 31, 2025 |
| Cash and bank balances | 174,560,406 | 86,157,398 |
| Trade receivables, net | 131,587,280 | 164,214,065 |
| Security deposits | 17,046,196 | 16,290,838 |
| Accrued interest | 816,140 | - |
| Total identified financial assets | 324,010,022 | 266,662,301 |
| Borrowings | 8,639,600 | 14,790,128 |
| Trade payables | 151,655,831 | 156,612,392 |
| Total identified financial liabilities | 160,295,431 | 171,402,520 |
The principal risks are customer credit risk, bank-counterparty risk, liquidity risk, foreign-currency risk and floating interest-rate risk, managed through collection monitoring, liquidity planning, bank deposit management and reduction of borrowings.
NOTE 35 - CAPITAL MANAGEMENT
154
| Metric | March 31, 2026 | March 31, 2025 |
| Shareholders’ equity | 448,431,344 | 428,601,365 |
| Borrowings | 8,639,600 | 14,790,128 |
| Net cash position | 165,920,806 | 71,367,270 |
| Net working capital | 269,214,005 | 198,356,563 |
| Debt-to-equity ratio | 0.02x | 0.03x |
| Current ratio | 2.25x | 1.88x |
NOTE 36 - SEGMENT INFORMATION
The Company operates in one reportable business segment, the manufacture and sale of automotive components, and substantially all manufacturing assets are located in India. Revenue is predominantly domestic, with export sales to group entities included within gross sales as described in Note 31, consistent with the audited FY2025 presentation.
NOTE 37 - SUBSEQUENT EVENTS
On July 16, 2026, Tejascore Techsystem Private Limited entered into an agreement with UM Autocomp Private Limited to acquire its 51% interest in the Company for consideration of approximately US$8.21 million, with a US$1.20 million escrow deposit, a right-of-first-refusal process involving the Maier shareholder, and a long-stop date of September 30, 2026. The proposed transaction is a non-adjusting subsequent event and is not reflected in these financial statements.
In May 2026, following an income tax search proceeding, the Company recorded a provision of INR 11,160,000 in respect of an income tax demand. The matter arose after March 31, 2026 and does not adjust the amounts reported in these financial statements; the assessment years involved and the final liability, if any, remain subject to determination in the applicable proceedings.
The Company evaluated subsequent events through the date of the auditor’s report.
NOTE 38 - GOING CONCERN
| Indicator | March 31, 2026 | March 31, 2025 |
| Net profit for the year | 19,829,979 | 36,652,420 |
| Shareholders’ equity | 448,431,344 | 428,601,365 |
| Net working capital | 269,214,005 | 198,356,563 |
| Cash and bank balances | 174,560,406 | 86,157,398 |
| Total borrowings | 8,639,600 | 14,790,128 |
The Company was profitable, had positive shareholders’ equity and positive working capital at both reporting dates. The financial statements are prepared on a going-concern basis.
NOTE 39 - RECONCILIATION TO U.S. GAAP
The financial statements are prepared under Indian GAAP, which differs in certain respects from U.S. GAAP. The principal differences relevant to the Company are lease recognition under ASC 842, employee-benefit measurement and presentation under ASC 715, deferred taxes under ASC 740, revenue presentation under ASC 606 (including cash discounts), allowance presentation for doubtful accounts, and cash-flow classification under ASC 230.
(a) Leases (ASC 842). Under Indian GAAP the Company’s arrangements for plant, warehouse, vehicles and solar facilities are operating leases with aggregate rental expense of INR 46,643,345 in FY2026 (FY2025: INR 42,480,009). Under ASC 842, a right-of-use asset and a corresponding lease liability would be recognized for the present value of remaining fixed payments, increasing total assets and total liabilities by approximately equal amounts. Because straight-line lease cost under ASC 842 for these arrangements approximates the rent recognized under Indian GAAP, the effect on net profit and on shareholders’ equity is not material. This conclusion is based on the lease information set out in these financial statements.
(b) Employee benefits (ASC 715). The aggregate gratuity obligation was INR 18,767,990 at March 31, 2026 (non-current INR 18,066,942 and current INR 701,048), against INR 18,572,209 at March 31, 2025. Based on the movement in the obligation over the periods presented, the difference between the Indian GAAP charge and the ASC 715 measurement is not material to net profit or shareholders’ equity.
(c) Income taxes (ASC 740). The items giving rise to deferred tax, principally depreciation, employee-benefit provisions and the allowance for doubtful debts, produce substantially the same recognition under Indian GAAP timing differences and ASC 740 temporary differences; the net deferred-tax asset of INR 24,853,518 at March 31, 2026 (March 31, 2025: INR 18,958,434) would not be materially different under ASC 740, and no valuation allowance is required given the Company’s history of taxable profits.
(d) Presentation differences.
155
| Matter | Indian GAAP presentation | U.S. GAAP presentation |
| Cash discounts | Finance costs | Reduction of revenue |
| Allowance for doubtful debts | Short-term provision | Deduction from trade receivables |
| Fixed deposits | Within cash and cash equivalents | Classified by original maturity and restrictions |
| Interest paid and received | Financing / investing activities | Operating activities |
| Operating leases | Rent expense | Right-of-use asset and lease liability |
(e) Cash-flow reconciliation (Item 17(c)(2)(iii) of Form 20-F). Under U.S. GAAP, interest received of INR 1,367,937 (FY2025: INR 1,200,981) and interest paid of INR 561,962 (FY2025: within financing) are classified within operating activities rather than investing and financing activities respectively. Applying these reclassifications, net cash generated from operating activities under U.S. GAAP would be INR 108,658,052 in FY2026 (FY2025: INR 51,683,040), net cash used in investing activities INR 14,104,516 (FY2025: INR 3,301,671), and net cash used in financing activities INR 6,150,528 (FY2025: INR 10,791,176), with no change in the net movement in cash. If all fixed deposits at March 31, 2026 were treated as having original maturities exceeding three months, cash and cash equivalents under U.S. GAAP would be INR 38,060,406 at that date and the placement of the deposits would be presented as an investing outflow of INR 136,500,000, with no effect on net income or shareholders’ equity.
NOTE 40 - RECONCILIATION OF NET INCOME TO U.S. GAAP
| Particulars | FY2026 | FY2025 |
| Net income under Indian GAAP | 19,829,979 | 36,652,420 |
| ASC 842 leases | Not material | Not material |
| ASC 715 employee benefits | Not material | Not material |
| ASC 740 income taxes | No difference | No difference |
| Net income under U.S. GAAP | 19,829,979 | 36,652,420 |
Revenue presentation: cash discounts of INR 5,228,233 (FY2025: INR 5,218,845) reclassify from finance costs to a reduction of revenue under U.S. GAAP, giving revenue of INR 1,286,502,656 (FY2025: INR 1,223,082,996), with no effect on net income.
NOTE 41 - RECONCILIATION OF SHAREHOLDERS’ EQUITY TO U.S. GAAP
| Particulars | March 31, 2026 | March 31, 2025 |
| Shareholders’ equity under Indian GAAP | 448,431,344 | 428,601,365 |
| Aggregate U.S. GAAP adjustments | Not material | Not material |
| Shareholders’ equity under U.S. GAAP | 448,431,344 | 428,601,365 |
The allowance-for-doubtful-debts reclassification reduces trade receivables and short-term provisions equally and has no equity effect; the cash-discount and cash-flow classification changes likewise have no equity effect. The differences between Indian GAAP and U.S. GAAP are not, individually or in the aggregate, material to the Company’s net profit or shareholders’ equity for the periods presented.
NOTE 42 - ADDITIONAL U.S. GAAP DISCLOSURES
| Trade receivables, net | March 31, 2026 | March 31, 2025 |
| Gross trade receivables | 132,566,147 | 165,192,932 |
| Allowance for doubtful accounts | (978,867) | (978,867) |
| Net trade receivables | 131,587,280 | 164,214,065 |
| Customer advances | March 31, 2026 | March 31, 2025 |
| Advances received from customers | 3,517,054 | 3,418,065 |
| Lease expense | FY2026 | FY2025 |
| Rent of plant | 33,038,605 | 31,465,335 |
| Rent of warehouse | 8,102,329 | 7,028,605 |
| Rent of cars | 4,209,374 | 2,653,195 |
| Rent of solar facilities | 1,293,037 | 1,040,224 |
| Rent of guest house | - | 292,650 |
| Total lease and rental expense | 46,643,345 | 42,480,009 |
The lease arrangements are cancellable and no schedule of future minimum lease payments is presented; defined-benefit obligations are measured as described in Note 3; and revenue disaggregation beyond Notes 21, 31 and 36 is not presented, in each case consistent with the source financial statements.
MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
FINANCIAL STATEMENTS
As of December 31, 2025 and December 31, 2024 and for the Years Then Ended
(All amounts in Indian Rupees millions unless otherwise stated)
156
Corporate Identity Number: U31909HR2008PTC037712. Registered office: Gurugram, Haryana, India.
Prepared for inclusion in Amendment No. 3 to the Offering Statement on Form 1-A of Tejascore Techsystems Inc.
INDEPENDENT AUDITOR’S REPORT
To the Board of Directors and Shareholders of Marelli UM Electronic Systems Private Limited, Gurugram, Haryana, India
Opinion
We have audited the accompanying financial statements of Marelli UM Electronic Systems Private Limited (the "Company"), which comprise the balance sheets as of December 31, 2025 and December 31, 2024, and the related statements of profit and loss, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and December 31, 2024, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in India, applied on a consistent basis. In addition, in our opinion, the information presented in Note 25 fairly states, in all material respects, the adjustments necessary to reconcile net income and shareholders’ equity to accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits, including the independence requirements of Rule 2-01 of Regulation S-X. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Basis of Accounting and U.S. GAAP Reconciliation
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in India. Note 25 describes the principal differences between Indian GAAP and U.S. GAAP applicable to the Company and presents reconciliations of net income and shareholders’ equity, together with lease, employee-benefit, development-cost and income-tax adjustments, presentation reclassifications, and a reconciliation of cash-flow classifications to ASC 230. The financial statements have not been restated in their entirety into a complete set of primary financial statements prepared under U.S. GAAP. Our opinion is not modified with respect to this matter.
Material Uncertainty Related to Going Concern
We draw attention to Note 2 to the financial statements, which describes the conditions and events considered by management in its going-concern evaluation. As of December 31, 2025, the Company’s current liabilities exceeded its current assets by approximately INR 483.77 million, and the Company had significant overdue trade-payable balances, including approximately INR 596.50 million outstanding beyond contractual terms and material balances due to related parties. The Company’s ability to discharge its obligations as they become due depends, among other factors, on continued financial and operational support from Marelli Europe S.p.A., its holding company, continued availability of working-capital arrangements, collection of trade receivables, management of overdue supplier balances, continuation of customer programs and production volumes, and the Company’s ability to generate sufficient operating cash flows. These conditions and events indicate the existence of a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Management’s plans concerning these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in India, and for the preparation of the reconciliation and related disclosures included in Note 25; for selecting and applying appropriate accounting policies and making reasonable estimates; for maintaining adequate accounting records and safeguarding assets; and for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is required to evaluate whether conditions or events, considered in the aggregate, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued, and to disclose the principal conditions, management’s evaluation and plans, and the continued appropriateness of the going-concern basis.
Auditor’s Responsibilities for the Audit of the Financial Statements
157
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. In performing an audit in accordance with GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit; identify and assess the risks of material misstatement, whether due to fraud or error, and design and perform audit procedures responsive to those risks; obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion; obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control, and accordingly no such opinion is expressed; evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as the overall presentation of the financial statements; perform procedures with respect to the Indian GAAP to U.S. GAAP reconciliation and additional disclosures contained in Note 25; and conclude whether, in our judgment, conditions or events considered in the aggregate raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding the planned scope and timing of the audit, significant audit findings, and certain internal control related matters identified during the audit.
/s/ Crystal Arthur, CPA
Certified Public Accountant. Indiana License No. CP11500183
Dated: August 3, 2026
BALANCE SHEETS
(INR millions)
| Particulars | Note | December 31, 2025 | December 31, 2024 |
| ASSETS: Non-current assets | |||
| Property, plant and equipment, net | 11 | 384.11 | 432.67 |
| Intangible assets, net | 12 | 69.62 | 116.52 |
| Capital work in progress | 13 | 144.75 | 19.11 |
| Intangible assets under development | 14 | 173.05 | 59.01 |
| Long-term loans and advances | 15 | 34.28 | 37.05 |
| Other non-current assets | 16 | 15.79 | 14.10 |
| Total non-current assets | 821.60 | 678.46 | |
| Current assets | |||
| Inventories | 17 | 539.20 | 618.65 |
| Trade receivables | 18 | 487.89 | 483.42 |
| Cash and bank balances | 19 | 169.35 | 125.62 |
| Short-term loans and advances | 15 | 49.19 | 66.59 |
| Other current assets | 16 | 1.14 | 87.06 |
| Total current assets | 1,246.77 | 1,381.34 | |
| TOTAL ASSETS | 2,068.37 | 2,059.80 | |
| EQUITY AND LIABILITIES: Shareholders’ equity | |||
| Equity share capital | 4 | 620.00 | 620.00 |
| Reserves and accumulated deficit | 5 | (371.05) | (450.41) |
| Total shareholders’ equity | 248.95 | 169.59 | |
| Non-current liabilities | |||
| Other long-term liabilities | 6 | 19.15 | 20.67 |
| Employee-benefit obligations and provisions | 7 | 69.73 | 67.40 |
| Total non-current liabilities | 88.88 | 88.07 | |
| Current liabilities | |||
| Short-term borrowings | 8 | 80.29 | 76.14 |
| Trade payables | 9 | 1,433.70 | 1,596.55 |
| Other current liabilities | 10 | 185.99 | 92.31 |
| Employee-benefit obligations and provisions | 7 | 30.56 | 37.14 |
| Total current liabilities | 1,730.54 | 1,802.14 | |
| TOTAL EQUITY AND LIABILITIES | 2,068.37 | 2,059.80 |
STATEMENTS OF PROFIT AND LOSS
158
(INR millions, except per-share amounts)
| Particulars | Note | FY2025 | FY2024 |
| Revenue from operations | 20 | 4,543.82 | 3,620.15 |
| Other income | 21 | 11.16 | 27.81 |
| Total income | 4,554.98 | 3,647.96 | |
| Cost of raw materials and components consumed | 22 | 3,429.31 | 2,735.28 |
| (Decrease)/increase in inventories of FG and WIP | 22 | (2.60) | 37.87 |
| Employee-benefit expense | 22 | 209.51 | 188.24 |
| Other operating and administrative expenses | 22 | 675.47 | 470.47 |
| Finance costs | 22 | 8.56 | 7.45 |
| Depreciation and amortization expense | 22 | 144.67 | 188.46 |
| Total expenses before exceptional items | 4,464.92 | 3,627.77 | |
| Profit before exceptional items and income taxes | 90.06 | 20.19 | |
| Exceptional item | 22 | 10.70 | - |
| Profit before income taxes | 79.36 | 20.19 | |
| Total income-tax expense | 23 | - | - |
| PROFIT FOR THE YEAR | 79.36 | 20.19 | |
| Basic and diluted earnings per share (INR) | 23 | 1.28 | 0.33 |
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(INR millions)
| Particulars | Equity Share Capital | Accumulated Deficit | Total |
| Balance as of January 1, 2024 | 620.00 | (470.60) | 149.40 |
| Profit for FY2024 | - | 20.19 | 20.19 |
| Balance as of December 31, 2024 | 620.00 | (450.41) | 169.59 |
| Profit for FY2025 | - | 79.36 | 79.36 |
| Balance as of December 31, 2025 | 620.00 | (371.05) | 248.95 |
STATEMENTS OF CASH FLOWS
(INR millions; indirect method)
159
| Particulars | FY2025 | FY2024 |
| Profit before income taxes | 79.36 | 20.19 |
| Aggregate non-cash and non-operating adjustments | 110.60 | 202.11 |
| Operating profit before working-capital changes | 189.96 | 222.30 |
| Changes in operating assets and liabilities | 46.59 | (42.84) |
| Cash generated from operations | 236.55 | 179.46 |
| Direct taxes, net of refunds | 17.49 | 13.28 |
| Net cash provided by operating activities | 254.03 | 192.74 |
| Purchases of property, plant and equipment and CWIP | (112.49) | (65.34) |
| Purchases of intangibles and development expenditure | (159.71) | (103.38) |
| Amounts recovered from customers against development | 60.21 | 108.08 |
| Proceeds from disposals and interest received | 2.08 | 0.65 |
| Net cash used in investing activities | (209.91) | (59.99) |
| Net proceeds from short-term borrowings | 5.75 | 1.86 |
| Repayment of long-term borrowings | - | (8.05) |
| Interest paid on borrowings | (5.75) | (6.64) |
| Net cash used in financing activities | - | (12.83) |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | 44.12 | 119.92 |
| Cash and cash equivalents at beginning of year | 125.23 | 5.31 |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 169.35 | 125.23 |
Cash and cash equivalents exclude deposits with remaining maturities over three months of nil at December 31, 2025 (December 31, 2024: INR 0.39 million), which reconcile to total cash and bank balances per the balance sheet.
The accompanying notes form an integral part of these financial statements.
NOTES TO FINANCIAL STATEMENTS
(All amounts in Indian Rupees millions unless otherwise stated)
NOTE 1. CORPORATE INFORMATION
Marelli UM Electronic Systems Private Limited (the "Company") is a private limited company incorporated in India (CIN U31909HR2008PTC037712) with its registered office in Gurugram, Haryana. The Company designs, manufactures and sells automotive-electronics products, including instrument clusters, body computers, printed-circuit-board assemblies, data-link connectors, antennas and telematics products, principally to automotive original-equipment manufacturers. The Company is owned approximately 60.49% by Marelli Europe S.p.A., Italy, the holding company, and 39.51% by UM AutoComp Private Limited, India, with a nominal nominee holding by Marelli (India) Private Limited. The ultimate holding company is Marelli Holdings Co. Ltd.
NOTE 2. BASIS OF PREPARATION AND GOING CONCERN
The financial statements are prepared under the historical-cost convention on the accrual basis in accordance with accounting principles generally accepted in India, including the Accounting Standards under Section 133 of the Companies Act, 2013 and the presentation requirements of Division I of Schedule III. The functional and presentation currency is the Indian Rupee, presented in millions.
Going concern. As of December 31, 2025, current liabilities exceeded current assets by INR 483.77 million (December 31, 2024: INR 420.80 million), a current ratio of 0.72 (0.77), with trade payables constituting approximately 82.85% of current liabilities and including approximately INR 596.50 million outstanding beyond contractual terms and material balances due to Marelli group companies. These conditions indicate a material uncertainty that may cast significant doubt on the Company’s ability to continue as a going concern. Management’s plans comprise continuing financial and operational support from Marelli Europe S.p.A., continued working-capital arrangements, collection of receivables, management of overdue supplier balances, and continuation of customer programs generating positive operating cash flows (FY2025: INR 254.03 million). On that basis the financial statements are prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 3. SIGNIFICANT ACCOUNTING POLICIES
Revenue from product sales is recognized when significant risks and rewards of ownership transfer to the customer; service revenue as services are rendered; export benefits and scrap sales within other operating revenue. Property, plant and equipment are carried at cost less accumulated depreciation on a straight-line basis over Schedule II useful lives. Intangible assets (computer software and technical know-how) are amortized over their useful lives. Qualifying development expenditure is capitalized as intangible assets under development when feasibility criteria are met, net of amounts recovered from customers, and amortized from commencement of production. Inventories are measured at the lower of cost (moving weighted average) and net realizable value. Foreign-currency monetary items are retranslated at closing rates with differences in profit or loss. Employee benefits comprise defined contributions expensed as incurred and gratuity and compensated absences provided on actuarial principles, with actuarial gains and losses recognized immediately in profit or loss. Current tax follows the Income-tax Act, 1961; Minimum Alternative Tax credit is recognized when convincing evidence supports future utilization; deferred tax is recognized on timing differences subject to prudence. Provisions are recognized for probable, estimable obligations; contingent liabilities are disclosed unless remote. Cash flows are presented under the indirect method.
NOTE 4. SHARE CAPITAL
| Particulars | December 31, 2025 | December 31, 2024 |
| Issued, subscribed and paid up: 62,000,000 equity shares of INR 10 each | 620.00 | 620.00 |
There was no movement in issued shares during either year. Each equity share carries one vote and ranks equally for dividends and distributions.
NOTE 5. RESERVES AND ACCUMULATED DEFICIT
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| Particulars | FY2025 | FY2024 |
| Accumulated deficit at beginning of year | (450.41) | (470.60) |
| Profit for the year | 79.36 | 20.19 |
| Accumulated deficit at end of year | (371.05) | (450.41) |
NOTE 6. OTHER LONG-TERM LIABILITIES
Other long-term liabilities of INR 19.15 million (December 31, 2024: INR 20.67 million) represent obligations not expected to be settled within six months of the reporting date.
NOTE 7. EMPLOYEE-BENEFIT OBLIGATIONS AND PROVISIONS
| Particulars | December 31, 2025 | December 31, 2024 |
| Long-term provisions | 69.73 | 67.40 |
| Short-term provisions | 30.56 | 37.14 |
| Total provisions | 100.29 | 104.54 |
Provisions principally comprise gratuity and compensated-absence obligations measured on actuarial principles, classified by expected settlement timing.
NOTE 8. SHORT-TERM BORROWINGS
Short-term borrowings of INR 80.29 million (December 31, 2024: INR 76.14 million) represent amounts outstanding under the Company’s HDFC Bank bill-discounting and working-capital facilities, classified as current. The Company had no long-term borrowings at either date; the previously outstanding long-term borrowing was repaid during FY2024.
NOTE 9. TRADE PAYABLES
| Particulars | December 31, 2025 | December 31, 2024 |
| Dues of micro enterprises and small enterprises | 33.03 | 24.40 |
| Dues of creditors other than micro and small enterprises | 1,400.67 | 1,572.15 |
| Total trade payables | 1,433.70 | 1,596.55 |
| Ageing at December 31, 2025 | Not due | < 1 year | 1-2 years | 2-3 years | > 3 years | Total |
| MSME | 25.21 | 7.82 | - | - | - | 33.03 |
| Other creditors | 379.07 | 371.31 | 121.15 | 84.80 | 439.39 | 1,395.72 |
| Disputed dues, other | - | - | - | - | 4.89 | 4.89 |
| Total per ageing (difference to balance 0.06) | 404.28 | 379.13 | 121.15 | 84.80 | 444.28 | 1,433.64 |
Trade payables include material balances due to Marelli group companies for materials, services and support arrangements (Note 24), and include approximately INR 596.50 million outstanding beyond contractual terms, of which INR 444.28 million was outstanding for more than three years.
NOTE 10. OTHER CURRENT LIABILITIES
| Particulars | December 31, 2025 | December 31, 2024 |
| Creditors for capital goods | 112.56 | 33.93 |
| Deferred income relating to capital grants | 6.33 | 5.65 |
| Advances received from customers | 51.35 | 20.17 |
| Statutory dues payable | 12.52 | 24.47 |
| Employee payables | 3.23 | 8.09 |
| Total | 185.99 | 92.31 |
NOTE 11. PROPERTY, PLANT AND EQUIPMENT
| Asset class, net | December 31, 2025 | December 31, 2024 |
| Leasehold improvements | 3.27 | 3.59 |
| Plant and machinery | 358.97 | 413.33 |
| Office equipment | 1.12 | 1.53 |
| Furniture and fixtures | 1.14 | - |
| Tools and moulds | 19.61 | 14.22 |
| Total | 384.11 | 432.67 |
Gross block moved from INR 1,330.28 million at December 31, 2024 to INR 1,391.38 million at December 31, 2025, reflecting additions of INR 63.26 million (FY2024: INR 86.45 million) and disposals at gross cost of INR 2.16 million (FY2024: INR 17.09 million); the balance of the movement in net carrying amount represents depreciation of INR 110.09 million (FY2024: INR 112.79 million).
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NOTE 12. INTANGIBLE ASSETS
| Asset class, net | December 31, 2025 | December 31, 2024 |
| Computer software | 12.37 | 12.70 |
| Technical know-how | 57.25 | 103.82 |
| Total intangible assets, net | 69.62 | 116.52 |
The decrease during FY2025 principally comprises amortization of INR 34.58 million and derecognition of technical know-how with a carrying amount of INR 17.88 million.
NOTE 13. CAPITAL WORK IN PROGRESS
| Particulars | FY2025 | FY2024 |
| Opening balance | 19.11 | 45.16 |
| Additions | 191.12 | 61.56 |
| Capitalized to PPE | (63.26) | (86.45) |
| Transferred to intangibles | (2.22) | (1.16) |
| Closing balance | 144.75 | 19.11 |
NOTE 14. INTANGIBLE ASSETS UNDER DEVELOPMENT
| Particulars | FY2025 | FY2024 |
| Opening balance | 59.01 | 105.83 |
| Development expenditure capitalized | 177.59 | 103.38 |
| Capitalized to intangible assets | (3.34) | (42.12) |
| Recovered from customers | (60.21) | (108.08) |
| Closing balance | 173.05 | 59.01 |
Completed intangible assets and intangible assets under development aggregated INR 242.67 million at December 31, 2025 (December 31, 2024: INR 175.53 million).
NOTE 15. LOANS AND ADVANCES
| Particulars | December 31, 2025 | December 31, 2024 |
| Advance income tax, net of provisions | 19.40 | 36.89 |
| MAT credit entitlement | 14.70 | - |
| Prepaid expenses (non-current) | 0.18 | 0.16 |
| Total long-term loans and advances | 34.28 | 37.05 |
| Short-term loans and advances | 49.19 | 66.59 |
NOTE 16. OTHER NON-CURRENT AND CURRENT ASSETS
| Particulars | December 31, 2025 | December 31, 2024 |
| Non-current bank balances | 0.48 | 0.03 |
| Security deposits | 15.31 | 14.07 |
| Total other non-current assets | 15.79 | 14.10 |
| Current portion of security deposits | - | 1.24 |
| Interest accrued but not due | 0.03 | 0.06 |
| Unbilled revenue | 1.11 | 85.76 |
| Total other current assets | 1.14 | 87.06 |
NOTE 17. INVENTORIES
| Particulars | December 31, 2025 | December 31, 2024 |
| Raw materials and components | 423.65 | 509.62 |
| Work in progress | 32.14 | 20.25 |
| Finished goods | 51.00 | 60.29 |
| Stores and spares | 32.41 | 28.49 |
| Total inventories | 539.20 | 618.65 |
NOTE 18. TRADE RECEIVABLES
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| Particulars | December 31, 2025 | December 31, 2024 |
| Gross trade receivables | 491.00 | 484.57 |
| Provision for doubtful receivables | (3.11) | (1.15) |
| Trade receivables, net | 487.89 | 483.42 |
All receivables are unsecured. At December 31, 2025, INR 45.12 million gross was outstanding for more than six months (provision INR 2.79 million).
NOTE 19. CASH AND BANK BALANCES
| Particulars | December 31, 2025 | December 31, 2024 |
| Balances with banks in current accounts | 119.35 | 125.23 |
| Deposits with original maturities of three months or less | 50.00 | - |
| Cash and cash equivalents | 169.35 | 125.23 |
| Deposits with remaining maturities over three months | - | 0.39 |
| Total cash and bank balances | 169.35 | 125.62 |
NOTE 20. REVENUE FROM OPERATIONS
| Particulars | FY2025 | FY2024 |
| Sale of products (finished goods) | 4,425.65 | 3,501.70 |
| Sale of services | 108.95 | 109.86 |
| Export benefits | 6.50 | 5.81 |
| Scrap sales | 2.72 | 2.78 |
| Total revenue from operations | 4,543.82 | 3,620.15 |
| Product line | FY2025 | FY2024 |
| Instrument clusters | 3,076.39 | 1,897.96 |
| Body computers and TRF | 392.84 | 394.51 |
| Printed-circuit-board assemblies | 399.40 | 774.57 |
| Data-link connectors | 428.69 | 319.56 |
| Antennas | 12.76 | 20.61 |
| Other products | 115.57 | 94.49 |
| Total finished goods | 4,425.65 | 3,501.70 |
NOTE 21. OTHER INCOME
| Particulars | FY2025 | FY2024 |
| Interest income | 1.11 | 1.86 |
| Liabilities and provisions written back | 0.10 | 15.75 |
| Profit on disposal of property, plant and equipment | 0.20 | 0.35 |
| Income from government grants | 7.36 | 8.45 |
| Miscellaneous income | 2.39 | 1.40 |
| Total other income | 11.16 | 27.81 |
NOTE 22. EXPENSES
| Particulars | FY2025 | FY2024 |
| Opening raw materials and components | 509.62 | 425.46 |
| Purchases during the year | 3,343.34 | 2,819.44 |
| Closing raw materials and components | (423.65) | (509.62) |
| Cost of raw materials and components consumed | 3,429.31 | 2,735.28 |
Employee-benefit expense was INR 209.51 million (FY2024: INR 188.24 million); other operating and administrative expenses INR 675.47 million (FY2024: INR 470.47 million), including net foreign-exchange expense of INR 196.06 million (FY2024: INR 45.40 million); finance costs INR 8.56 million (FY2024: INR 7.45 million); and depreciation and amortization INR 144.67 million (FY2024: INR 188.46 million), comprising depreciation of INR 110.09 million and amortization of INR 34.58 million in FY2025. The exceptional item of INR 10.70 million in FY2025 represents a non-recurring charge; no exceptional items arose in FY2024.
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NOTE 23. INCOME TAXES AND EARNINGS PER SHARE
During FY2025 the Company recognized current income tax of INR 14.70 million and an equal Minimum Alternative Tax credit entitlement, resulting in nil net income-tax expense; no income-tax expense was recognized in FY2024. Basic and diluted earnings per share were INR 1.28 for FY2025 and INR 0.33 for FY2024, computed on 62,000,000 weighted-average equity shares; no potentially dilutive instruments were outstanding.
NOTE 24. RELATED PARTIES AND OTHER DISCLOSURES
Related parties include Marelli Holdings Co. Ltd. (ultimate holding company), Marelli Europe S.p.A. (holding company), Marelli group entities exercising significant influence or under common control, and UM AutoComp Private Limited (through April 15, 2025) and UM Automotive Private Limited (effective April 15, 2025) as joint-venture shareholders. Transactions with Marelli group companies arise in the ordinary course and comprise purchases of materials and components, technical, commercial and procurement support, engineering services and royalty arrangements. Trade payables include material balances due to Marelli group companies (Note 9), and unbilled revenue includes INR 5.00 million receivable from Marelli (India) Private Limited at December 31, 2024. The Company operates in a single reportable segment, automotive electronics, with substantially all assets located in India.
NOTE 25. RECONCILIATION FROM INDIAN GAAP TO U.S. GAAP
Indian GAAP differs in certain material respects from U.S. GAAP. The principal reconciling items applicable to the Company arise from lease accounting (ASC 842), employee benefits (ASC 715), development expenditure and customer development recoveries (ASC 730 and ASC 606), and income taxes (ASC 740).
(a) Operating leases (ASC 842).
| Particulars | December 31, 2025 | December 31, 2024 |
| Undiscounted future lease payments | 253.68 | 120.21 |
| Less: imputed interest (IBR 9.00%) | (55.68) | (21.00) |
| Operating-lease liability | 198.00 | 99.21 |
| Current portion | 49.97 | 52.00 |
| Non-current portion | 148.03 | 47.21 |
| Operating right-of-use asset | 198.00 | 99.21 |
Straight-line lease cost under ASC 842 equals the rent recognized under Indian GAAP; the adjustment grosses up assets and liabilities equally with no effect on net income or equity.
(b) Employee benefits (ASC 715).
Actuarial losses of INR 0.72 million (FY2024: INR 0.34 million) recognized in Indian GAAP profit and loss are reclassified to other comprehensive income under ASC 715, increasing U.S. GAAP net income by those amounts with an equal decrease in other comprehensive income and no effect on total equity.
(c) Development expenditure (ASC 730 / ASC 606).
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| Particulars | FY2025 | FY2024 |
| Customer development recoveries recognized as revenue | 60.21 | 108.08 |
| Development expenditure expensed as incurred | (177.59) | (103.38) |
| Amortization on capitalized development reversed | 34.58 | 75.67 |
| Net pre-tax development adjustment | (82.80) | 80.37 |
Development-related assets eliminated from the U.S. GAAP balance sheet total INR 242.67 million at December 31, 2025 (December 31, 2024: INR 175.53 million). U.S. GAAP revenue is INR 4,604.03 million for FY2025 (FY2024: INR 3,728.23 million) after recognizing customer development recoveries as revenue.
(d) Income taxes (ASC 740).
The MAT credit entitlement is subsumed within the deferred-tax analysis under ASC 740, to which a full valuation allowance is applied given the accumulated-deficit position, the going-concern uncertainty and the net current-liability position; the treatment is a presentation difference with no incremental net-income or equity adjustment.
(e) Reconciliation of net income.
| Particulars | FY2025 | FY2024 |
| Net income under Indian GAAP | 79.36 | 20.19 |
| ASC 842 operating-lease adjustment | - | - |
| ASC 715 actuarial reclassification | 0.72 | 0.34 |
| Customer development recoveries recognized as revenue | 60.21 | 108.08 |
| Development expenditure expensed | (177.59) | (103.38) |
| Reversal of development amortization | 34.58 | 75.67 |
| ASC 740 income-tax adjustment | - | - |
| Net income/(loss) under U.S. GAAP | (2.72) | 100.90 |
(f) Reconciliation of shareholders’ equity.
| Particulars | December 31, 2025 | December 31, 2024 |
| Shareholders’ equity under Indian GAAP | 248.95 | 169.59 |
| Right-of-use assets / lease liabilities, net | - | - |
| Elimination of completed development intangibles | (69.62) | (116.52) |
| Elimination of intangible assets under development | (173.05) | (59.01) |
| Stockholders’ equity/(deficit) under U.S. GAAP | 6.28 | (5.94) |
U.S. GAAP total assets are INR 2,023.70 million at December 31, 2025 (December 31, 2024: INR 1,983.48 million) after the development-asset elimination and lease gross-up.
(g) Cash-flow reconciliation (ASC 230; Item 17(c)(2)(iii) of Form 20-F).
| Particulars | FY2025 | FY2024 |
| Net cash from operating activities, Indian GAAP | 254.03 | 192.74 |
| Development expenditure reclassified to operating | (159.71) | (103.38) |
| Customer development recoveries reclassified to operating | 60.21 | 108.08 |
| Interest paid reclassified from financing | (5.75) | (6.64) |
| Interest received reclassified from investing | 0.15 | - |
| Net cash from operating activities, U.S. GAAP | 148.93 | 190.80 |
Corresponding reclassifications adjust investing activities to INR (50.36) million for FY2025 (FY2024: INR (64.69) million) and financing activities to INR 5.75 million for FY2025 (FY2024: INR (6.19) million); the net increase in cash and closing cash of INR 169.35 million are unchanged.
(h) Comprehensive income, EPS and going concern (ASC 205-40).
Total comprehensive loss under U.S. GAAP is INR 3.44 million for FY2025 (FY2024: comprehensive income INR 100.56 million). Basic and diluted loss per share under U.S. GAAP is INR 0.04 for FY2025 (FY2024: earnings per share INR 1.63). Under U.S. GAAP, net current liabilities are INR 533.74 million at December 31, 2025 including the current operating-lease liability, and stockholders’ equity is INR 6.28 million; the conditions described in Note 2, including these measures, raise substantial doubt about the Company’s ability to continue as a going concern under ASC 205-40, which management’s plans described in Note 2 alleviate only in part, and a material uncertainty remains. The differences described in this Note are individually and in the aggregate material to the Company’s reported results and equity.
NOTE 26. SUBSEQUENT EVENTS
The Company evaluated subsequent events through the date of the auditor’s report. Subsequent to December 31, 2025, Tejascore Techsystems Inc., acting through its Indian acquisition subsidiary, entered into an agreement to sale dated July 16, 2026 to acquire the 39.51% shareholding held by the selling shareholder, UM Automotive Private Limited, for consideration of US$16.83 million determined under an EBITDA-based valuation methodology, subject to a right of first refusal at the joint-venture level, release conditions, and a long-stop date of September 30, 2026. The transaction structure also includes a binding obligation to acquire from UM Automotive Private Limited an additional 11.50% within six months of the initial closing, taking ownership to approximately 51%, for consideration of US$2.96 million, for aggregate consideration of US$19.79 million. The proposed transfer involves existing shares only: the Company’s share capital is unchanged, consideration is payable to the selling shareholder, and no gain, loss, asset or liability arises in these standalone financial statements. Marelli Europe S.p.A. would retain approximately 60.49% immediately after the initial closing, and following completion of the compulsory second tranche the acquirer will hold a majority of the outstanding voting securities of the Company. These are non-adjusting events.
MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
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UNAUDITED INTERIM CONDENSED FINANCIAL INFORMATION FOR THE SIX MONTHS ENDED JUNE 30, 2026
(All amounts in Indian Rupees in millions; derived from management information systems reports)
| Six months ended June 30, 2026 | |
| Revenue | 1,907.55 |
| Contribution margin | 344.38 |
| EBITDA | 122.70 |
| Depreciation, amortization and R&D amortization | (76.34) |
| EBIT | 46.37 |
| Finance cost | (5.85) |
| Foreign exchange on Marelli group balances | (16.85) |
| Income tax | 0.00 |
| Profit after tax | 23.67 |
Quarterly revenue was 871.36 million in the three months ended March 31, 2026 and 1,036.19 million in the three months ended June 30, 2026. The company recorded losses in January, March and April 2026 and profits in February, May and June 2026, with profit after tax of 45.24 million in June 2026, reflecting improving contribution margins over the period.
EBIT and EBITDA are management measures computed from the monthly management income statement lines and are not measures determined under Indian GAAP or US GAAP. The depreciation, amortization and R&D amortization line of 76.34 million comprises fixed cost depreciation and amortization of 60.85 million and R&D amortization of 15.49 million, and contribution margin of 344.38 million is the sum of the monthly contribution margin lines. These measures are presented as supplemental information and should not be considered in isolation or as substitutes for measures determined in accordance with the applicable financial reporting framework.
Summary balance sheet information as at June 30, 2026, per management accounts:
| As at June 30, 2026 | |
| Accounts receivable | 502.86 |
| Inventory | 687.43 |
| Accounts payable, third party | (595.21) |
| Working capital | 595.09 |
| Memo: trade payables to Marelli group companies, excluded from working capital in the management accounts | (112.98) |
| Net non-current assets | 970.66 |
| Capital employed | 1,565.75 |
| Net financial position | 112.70 |
| Net assets | 1,678.45 |
| Represented by: | |
| Share capital | 620.00 |
| Accumulated reserves (deficit) | (371.05) |
| Profit for the six months ended June 30, 2026 | 23.67 |
| Funding balances payable to Marelli group companies | 1,405.83 |
| Total per management accounts | 1,678.45 |
Trade payables to Marelli group companies of 112.98 million are excluded from the working capital subtotal in the management accounts and are subsumed within the funding balances payable to Marelli group companies presented above. The management accounts present funding balances payable to Marelli group companies of 1,405.83 million within net equity; in financial statements prepared under Indian GAAP or US GAAP these balances are liabilities unless and until formally converted to equity or waived, and excluding those balances shareholders funds at June 30, 2026 were 272.62 million. The classification, terms, and settlement or assignment of these balances in connection with the proposed acquisition remain subject to the transaction documents with UM Automotive Private Limited and the arrangements at the Marelli UM level S.p.A. and the sellers, and the material uncertainty regarding going concern described in the audit opinion on the audited financial statements remains applicable and is not superseded by the interim profitability shown above.
The interim amounts above are derived from Marelli UM monthly management information system reports for January through June 2026, are unaudited and have not been reviewed, and do not constitute interim financial statements under Rule 8-04 of Regulation S-X.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information gives effect to the acquisitions as if completed, on the basis described below, and is presented for illustrative purposes only.
166
| Unaudited Pro Forma Condensed Combined Balance Sheet (US$, maximum offering) | Pro Forma Combined |
| Cash and cash equivalents | 23,885,000 |
| Other current assets (Alpha Maier) | 3,298,000 |
| Non current assets (Alpha Maier) | 2,097,000 |
| Goodwill on Alpha Maier acquisition | 5,779,000 |
| Investment in Marelli UM (initial and compulsory second tranche, at aggregate cost) | 19,790,000 |
| Total assets | 54,849,000 |
| Total liabilities (Alpha Maier) | 2,484,000 |
| Noncontrolling interest (49% of Alpha Maier) | 2,336,000 |
| Stockholders’ equity attributable to the Company | 50,029,000 |
| Unaudited Pro Forma Condensed Combined Statement of Operations (US$, year ended March 31, 2026) | Pro Forma Combined |
| Revenue (Alpha Maier consolidated) | 14,627,000 |
| Net income (Alpha Maier) | 225,000 |
| Less: noncontrolling interest (49%) | (110,000) |
| Equity in net loss of Marelli UM (39.51% of US GAAP result) | (12,000) |
| Net income attributable to the Company | 103,000 |
| Pro forma earnings per share (345,000,000 shares) | 0.00 |
Basis of presentation: Alpha Maier is consolidated under ASC 805 and ASC 810 at the exchange rate conventions stated in this Offering Circular (closing 94.07; average 88.31), with goodwill of approximately $5,779,000 representing consideration of $8,210,000 over 51 percent of net assets acquired, before any purchase price allocation to identifiable intangibles, and a 49 percent noncontrolling interest. The Marelli UM interest is presented at aggregate cost of $19,790,000 pending completion of the compulsory second tranche, with the equity method applied to the initial interest against Marelli UM’s US GAAP results described in Note 25 to its financial statements; the Company expects to continue to apply the equity method following completion of the second tranche unless and until the governance arrangements are renegotiated; Marelli UM’s US GAAP stockholders’ equity of INR 6.28 million and material uncertainty regarding going concern are described elsewhere in this Offering Circular. Pro forma amounts at the 25, 50, and 75 percent subscription levels reflect the scenario treatment described under How We Plan to Use Proceeds, with the Marelli UM amounts excluded below the funding threshold. This information does not purport to represent actual results or financial position.
The following exhibits are filed as part of the offering statement of which this Offering Circular forms a part.
Exhibit 1A-2A: Articles of Incorporation.
Exhibit 1A-2B: Bylaws.
Exhibit 1A-4: Form of Subscription Agreement.
Exhibit 1A-6.2: Marelli UM share purchase agreement, together with the long stop extension.
Exhibit 1A-6.3: Second tranche share purchase instrument with UM Automotive Private Limited.
Exhibit 1A-6.4: Alpha Maier share purchase agreement, together with the long stop extension.
Exhibit 1A-6.5: Side letter of confirmation and undertaking dated August 3, 2026 among UM Automotive Private Limited, Tejascore Techsystem Private Limited, and the Company.
Exhibit 1A-8: Form of Amended and Restated Escrow Agreement with North Capital Private Securities Corporation, as escrow agent.
Exhibit 1A-11: Consent of Crystal Arthur, CPA, independent auditor.
Exhibit 1A-12: Opinion of Edris J. Scarbrough, Esq. regarding legality.
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Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Miami, Florida, on August 3, 2026.
TEJASCORE TECHSYSTEMS INC.
By: /s/ Yogesh Choudhary, Chief Executive Officer
This offering statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Yogesh Choudhary, Chief Executive Officer, Principal Executive Officer, and Director, August 3, 2026
/s/ Amita Dagar, President, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer, and Director, August 3, 2026
Exhibit 1A-2A
ARTICLES OF INCORPORATION
OF
TEJASCORE TECHSYSTEMS INC.
The undersigned, acting as incorporator of a corporation under the Wyoming Business Corporation Act, Wyo. Stat. Ann. 17-16-101 et seq. (the "Act"), adopts the following Articles of Incorporation for such corporation.
ARTICLE I. NAME
The name of the corporation is Tejascore Techsystems Inc. (the "Corporation").
ARTICLE II. DURATION
The period of duration of the Corporation is perpetual.
ARTICLE III. PURPOSE
The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the Act, including, without limitation, acting as a holding company and acquiring, holding, financing, managing, and operating, directly or through subsidiaries, businesses engaged in automotive technology, automotive electronics, and related manufacturing, engineering, and commercial activities.
ARTICLE IV. CAPITAL STOCK
Section 4.1. Authorized Shares. The aggregate number of shares that the Corporation is authorized to issue is 750,000,000 shares, all of which are designated common stock with a par value of $0.0001 per share. The Corporation is not authorized to issue any shares of preferred stock.
Section 4.2. Voting Rights. Each holder of common stock is entitled to one vote for each share of common stock held of record on all matters submitted to a vote of the shareholders. The shareholders of the Corporation shall not have the right to cumulate votes in the election of directors.
Section 4.3. No Preemptive Rights. No holder of shares of the Corporation shall have any preemptive right to acquire additional shares of the Corporation or securities convertible into or carrying a right to subscribe for or acquire shares of the Corporation.
Section 4.4. Dividends and Distributions. Subject to the provisions of the Act, the holders of common stock are entitled to receive dividends and other distributions when, as, and if declared by the Board of Directors out of funds legally available therefor.
Section 4.5. Liquidation. Upon the dissolution, liquidation, or winding up of the Corporation, the holders of common stock are entitled to receive the net assets of the Corporation ratably in proportion to the number of shares held by them respectively.
ARTICLE V. REGISTERED AGENT AND REGISTERED OFFICE
1
The name of the registered agent of the Corporation in the State of Wyoming is Registered Agents Inc, and the address of the registered office of the Corporation in the State of Wyoming is 30 N Gould St Ste R, Sheridan, WY 82801. The written consent of the registered agent to appointment has been executed and is filed with these Articles of Incorporation.
ARTICLE VI. PRINCIPAL OFFICE
The address of the principal office of the Corporation is 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States.
ARTICLE VII. BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors shall be fixed in the manner provided in the bylaws of the Corporation. The initial Board of Directors shall consist of two directors, and the names and address of the persons who shall serve as the initial directors until the first annual meeting of shareholders or until their successors are elected and qualified are: Yogesh Choudhary, 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, and Amita Dagar, 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179.
ARTICLE VIII. LIMITATION OF DIRECTOR LIABILITY
To the fullest extent permitted by the Act, a director of the Corporation shall not be liable to the Corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for the amount of a financial benefit received by a director to which the director is not entitled, an intentional infliction of harm on the Corporation or its shareholders, a violation of Wyo. Stat. Ann. 17-16-833, or an intentional violation of criminal law. If the Act is amended after the filing of these Articles of Incorporation to authorize corporate action further eliminating or limiting the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Act as so amended. Any repeal or modification of this Article shall not adversely affect any right or protection of a director existing at the time of such repeal or modification.
ARTICLE IX. INDEMNIFICATION
The Corporation shall indemnify, and shall advance expenses to, each person who is or was a director or officer of the Corporation, and may indemnify and advance expenses to any employee or agent of the Corporation, to the fullest extent permitted by the Act, against any liability and reasonable expenses incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another entity. The rights conferred by this Article are not exclusive of any other rights to which any person may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise.
ARTICLE X. INCORPORATOR
The name and address of the incorporator are: Yogesh Choudhary, 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States.
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IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation on October 28, 2025.
/s/ Yogesh Choudhary
Yogesh Choudhary, Incorporator
Exhibit 1A-2B
BYLAWS
OF
TEJASCORE TECHSYSTEMS INC.
(a Wyoming corporation)
These bylaws (these "Bylaws") are the bylaws of Tejascore Techsystems Inc., a Wyoming corporation (the "Corporation"), adopted by the Board of Directors of the Corporation (the "Board") pursuant to the Wyoming Business Corporation Act, Wyo. Stat. Ann. 17-16-101 et seq. (the "Act"), and the Articles of Incorporation of the Corporation (the "Articles").
ARTICLE I. OFFICES
Section 1.1. Registered Office. The registered office of the Corporation in the State of Wyoming, and the registered agent of the Corporation at such office, shall be as set forth in the Articles or as changed from time to time in the manner provided by the Act.
Section 1.2. Principal Office; Other Offices. The principal office of the Corporation shall be located at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States, or at such other place as the Board may designate. The Corporation may have such other offices, within or outside the State of Wyoming, as the Board may determine or as the business of the Corporation may require.
ARTICLE II. SHAREHOLDERS
Section 2.1. Annual Meeting. An annual meeting of the shareholders shall be held each year at such date, time, and place, within or outside the State of Wyoming, as the Board shall fix, for the purpose of electing directors and transacting such other business as may properly come before the meeting. Failure to hold an annual meeting at the designated time shall not affect the validity of any corporate action.
Section 2.2. Special Meetings. Special meetings of the shareholders may be called at any time by the Board, the Chief Executive Officer, or the President, and shall be called by the Corporation upon the written demand, delivered in accordance with the Act, of the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the meeting.
Section 2.3. Place and Manner of Meetings. Meetings of shareholders may be held at such place, within or outside the State of Wyoming, as is designated in the notice of meeting, and may be held by means of remote communication to the extent permitted by the Act, in which case shareholders participating by such means shall be deemed present in person at the meeting.
Section 2.4. Notice of Meetings. Written notice of each meeting of shareholders, stating the date, time, and place of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each shareholder entitled to vote at the meeting not fewer than ten nor more than sixty days before the date of the meeting. Notice may be given in any manner permitted by the Act, including by electronic transmission.
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Section 2.5. Record Date. The Board may fix a record date for determining the shareholders entitled to notice of, and to vote at, any meeting of shareholders, to receive any distribution, or for any other proper purpose, which record date shall not be more than seventy days before the meeting or action requiring a determination of shareholders.
Section 2.6. Quorum. A majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on that matter at a meeting of shareholders. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for the adjourned meeting.
Section 2.7. Voting; Required Vote. Each outstanding share of common stock is entitled to one vote on each matter voted on at a meeting of shareholders. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. All other action on a matter is approved if a quorum exists and the votes cast favoring the action exceed the votes cast opposing the action, unless a greater number of affirmative votes is required by the Act or the Articles. Shareholders do not have the right to cumulate votes in the election of directors.
Section 2.8. Proxies. A shareholder may vote shares in person or by proxy appointed in any manner permitted by the Act. An appointment of a proxy is effective when received by the secretary of the meeting or other officer or agent authorized to tabulate votes and is valid for eleven months unless a longer period is expressly provided in the appointment.
Section 2.9. Action Without Meeting. Any action required or permitted to be taken at a meeting of shareholders may be taken without a meeting if the action is taken by all of the shareholders entitled to vote on the action, evidenced by one or more written consents describing the action taken, signed by each such shareholder, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records.
Section 2.10. Conduct of Meetings. The Chief Executive Officer, or in such officer's absence the President, or in the absence of both such officers a person designated by the Board, shall preside at meetings of shareholders and shall determine the order of business and the rules of procedure for the conduct of the meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 3.1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board.
Section 3.2. Number, Election, and Term. The number of directors of the Corporation shall be two, and may be increased or decreased from time to time by resolution of the Board or by the shareholders, provided that no decrease shall shorten the term of any incumbent director. Directors shall be elected at each annual meeting of shareholders and shall hold office until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, resignation, or removal. Directors need not be residents of the State of Wyoming or shareholders of the Corporation.
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Section 3.3. Resignation; Removal; Vacancies. A director may resign at any time by delivering written notice to the Board, the Chief Executive Officer, or the Corporation. The shareholders may remove one or more directors, with or without cause, at a meeting called for that purpose in accordance with the Act. Any vacancy occurring on the Board, including a vacancy resulting from an increase in the number of directors, may be filled by the shareholders or by the Board, and a director elected to fill a vacancy shall serve until the next annual meeting of shareholders and until a successor is elected and qualified.
Section 3.4. Regular and Special Meetings. Regular meetings of the Board may be held without notice at such times and places as the Board may determine. Special meetings of the Board may be called by the Chief Executive Officer, the President, or any director, on at least two days notice to each director, given in person, by telephone, by mail, or by electronic transmission. The notice need not describe the purpose of the special meeting.
Section 3.5. Quorum and Voting. A majority of the number of directors in office constitutes a quorum for the transaction of business at any meeting of the Board. The affirmative vote of a majority of the directors present at a meeting at which a quorum is present is the act of the Board, unless a greater number is required by the Act, the Articles, or these Bylaws.
Section 3.6. Participation by Remote Communication. Directors may participate in any meeting of the Board or a committee of the Board through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting, and participation by such means constitutes presence in person at the meeting.
Section 3.7. Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board or a committee of the Board may be taken without a meeting if the action is taken by all members of the Board or committee, evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records. Action so taken is effective when the last director signs the consent, unless the consent specifies a different effective date.
Section 3.8. Committees. The Board may create one or more committees, each consisting of one or more directors, and may delegate to any such committee such authority of the Board as the Board determines, to the fullest extent permitted by the Act. The provisions of these Bylaws governing meetings, notice, quorum, and action of the Board apply to committees of the Board and their members.
Section 3.9. Waiver of Notice. A director may waive any notice required by the Act, the Articles, or these Bylaws before or after the date and time stated in the notice, and attendance of a director at a meeting waives any required notice unless the director at the beginning of the meeting, or promptly upon arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 3.10. Compensation. The Board may fix the compensation of directors for their services as directors and may provide for the reimbursement of expenses incurred in attending meetings and otherwise performing their duties.
ARTICLE IV. OFFICERS
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Section 4.1. Officers. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Chief Financial Officer, and a Secretary, and may include such other officers, including one or more Vice Presidents and a Treasurer, as the Board may appoint. The same individual may simultaneously hold more than one office in the Corporation. Officers shall be appointed by the Board and shall hold office until their successors are appointed and qualified, or until their earlier death, resignation, or removal. The Board may remove any officer at any time with or without cause, and any officer may resign at any time by delivering notice to the Corporation.
Section 4.2. Chief Executive Officer. The Chief Executive Officer shall be the principal executive officer of the Corporation, shall have general supervision, direction, and control of the business and affairs of the Corporation subject to the direction of the Board, and shall perform such other duties as the Board may prescribe.
Section 4.3. President. The President shall have such powers and perform such duties as the Board or the Chief Executive Officer may prescribe, and, in the absence or disability of the Chief Executive Officer, shall perform the duties of the Chief Executive Officer.
Section 4.4. Chief Financial Officer. The Chief Financial Officer shall be the principal financial officer and principal accounting officer of the Corporation, shall have charge of the funds, securities, books of account, and financial records of the Corporation, shall cause accurate accounts of the Corporation's transactions to be maintained, shall render financial statements and reports as required by the Board or by applicable law, and shall perform such other duties as the Board or the Chief Executive Officer may prescribe. Unless the Board appoints a separate Treasurer, the Chief Financial Officer shall perform the duties of the Treasurer.
Section 4.5. Secretary. The Secretary shall prepare and maintain the minutes of the meetings of the shareholders and of the Board, authenticate records of the Corporation, give notices in accordance with these Bylaws and the Act, maintain the record of shareholders of the Corporation unless a transfer agent is appointed for that purpose, and perform such other duties as the Board or the Chief Executive Officer may prescribe.
Section 4.6. Compensation. The compensation of the officers shall be fixed by or under the authority of the Board, and no officer shall be prevented from receiving compensation by reason of also being a director of the Corporation.
ARTICLE V. SHARES
Section 5.1. Shares Without Certificates. The shares of the Corporation shall be uncertificated shares maintained in book entry form, unless and to the extent the Board provides by resolution that some or all of any class or series of shares shall be represented by certificates. Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder a written statement of the information required by the Act to be stated on certificates.
Section 5.2. Share Register; Transfer Agent and Registrar. The Corporation shall maintain, itself or through a transfer agent, a record of its shareholders in a form that permits preparation of a list of the names and addresses of all shareholders and the number and class of shares held by each. The Board may appoint one or more transfer agents and registrars for the shares of the Corporation. Until a transfer agent is appointed, the Corporation shall maintain its shareholder records internally under the supervision of the Chief Financial Officer.
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Section 5.3. Transfers. Transfers of shares shall be made only on the share transfer records of the Corporation, maintained by the Corporation or its transfer agent, upon instruction of the registered holder of the shares or such holder's duly authorized attorney, and upon compliance with such reasonable procedures, including procedures relating to anti money laundering and know your customer requirements, as the Corporation or its transfer agent may establish, subject in all cases to applicable federal and state securities laws and to any restrictions on transfer of which the Corporation has notice.
Section 5.4. Registered Holders. The Corporation shall be entitled to treat the person in whose name shares are registered on the records of the Corporation as the owner of such shares for all purposes, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person.
ARTICLE VI. DISTRIBUTIONS
Section 6.1. Distributions. The Board may authorize, and the Corporation may make, distributions to its shareholders, including dividends and share repurchases, subject to the restrictions set forth in the Act and the Articles.
ARTICLE VII. INDEMNIFICATION
Section 7.1. Indemnification and Advancement. The Corporation shall indemnify, and shall advance expenses to, each person who is or was a director or officer of the Corporation, and may indemnify and advance expenses to any employee or agent of the Corporation, to the fullest extent permitted by the Act and the Articles, against any liability and reasonable expenses incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, or agent of another entity. The Corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against or incurred by such person in any such capacity, whether or not the Corporation would have the power to indemnify such person against such liability under the Act. The rights conferred by this Article are contract rights, are not exclusive of any other rights to which any person may be entitled, and shall continue as to a person who has ceased to serve in a covered capacity. No amendment or repeal of this Article shall adversely affect any right or protection existing under this Article in respect of any act or omission occurring prior to such amendment or repeal.
ARTICLE VIII. GENERAL PROVISIONS
Section 8.1. Fiscal Year. The fiscal year of the Corporation shall end on March 31 of each year, unless otherwise fixed by resolution of the Board.
Section 8.2. Corporate Records. The Corporation shall keep as permanent records minutes of all meetings of its shareholders and Board, a record of all actions taken by the shareholders or the Board without a meeting, a record of all actions taken by a committee of the Board, appropriate accounting records, and the other records required by the Act, and shall maintain such records in written form or in another form capable of conversion into written form within a reasonable time.
Section 8.3. Seal. The Corporation is not required to have a corporate seal. If the Board adopts a seal, the failure to affix the seal shall not affect the validity of any instrument.
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Section 8.4. Waiver of Notice. Whenever notice is required to be given to any shareholder or director under the Act, the Articles, or these Bylaws, a waiver of such notice in writing signed by the person entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to the giving of such notice.
Section 8.5. Electronic Transmission. Any notice, consent, waiver, or other communication contemplated by these Bylaws may be given or delivered by electronic transmission to the extent permitted by the Act, and any signature contemplated by these Bylaws may be an electronic signature to the extent permitted by applicable law.
Section 8.6. Conflict With Articles or the Act. If any provision of these Bylaws conflicts with the Articles or with a mandatory provision of the Act, the Articles or the Act, as applicable, shall control.
ARTICLE IX. AMENDMENTS
Section 9.1. Amendments. These Bylaws may be amended or repealed, and new bylaws may be adopted, by the Board or by the shareholders, except that the Board may not amend, repeal, or reinstate a bylaw that the shareholders have expressly provided may not be amended, repealed, or reinstated by the Board.
CERTIFICATE OF ADOPTION. The undersigned certifies that the foregoing Bylaws were duly adopted as the bylaws of Tejascore Techsystems Inc. by the Board of Directors of the Corporation effective as of October 28, 2025.
/s/ Amita Dagar
Amita Dagar, President, Chief Financial Officer, and Director
Exhibit 1A-4
FORM OF SUBSCRIPTION AGREEMENT
TEJASCORE TECHSYSTEMS INC.
Common Stock, par value $0.0001 per share, at $1.00 per share
Offering conducted pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended
INSTRUCTIONS TO SUBSCRIBERS
To subscribe for shares of common stock of Tejascore Techsystems Inc., a Wyoming corporation (the "Company"), complete and sign this Subscription Agreement (this "Agreement") and deliver it to the Company at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, or by electronic delivery as directed by the Company, and transmit the full subscription amount by wire transfer, or by such other method as the Company may permit, directly to North Capital Private Securities Corporation, as escrow agent (the "Escrow Agent"), in accordance with the wire instructions provided with this Agreement. Subscription funds must not be transmitted to the Company, and neither the Company nor any of its officers or directors will accept or hold investor funds. No subscription funds will be accepted prior to qualification of the offering statement of which the Offering Circular forms a part.
1. SUBSCRIPTION
1.1. Subject to the terms and conditions of this Agreement and of the offering circular of the Company, including all amendments and supplements thereto (the "Offering Circular"), the undersigned (the "Subscriber") irrevocably subscribes for the number of shares of common stock of the Company, par value $0.0001 per share (the "Shares"), set forth on the signature page of this Agreement, at a purchase price of $1.00 per Share, for the aggregate subscription amount set forth on the signature page (the "Subscription Amount"). The offering is made only by means of the Offering Circular, is self underwritten and conducted on a best efforts basis by the officers and directors of the Company without commission, and has no minimum offering amount. The Company is offering up to 50,000,000 Shares for maximum gross proceeds of $50,000,000.
2. PAYMENT; ESCROW
2.1. Concurrently with the delivery of this Agreement, the Subscriber shall transmit the Subscription Amount directly to the Escrow Agent in accordance with the instructions provided with this Agreement. All subscription funds will be held in escrow by the Escrow Agent in a non interest bearing account pursuant to the escrow agreement between the Company and the Escrow Agent (the "Escrow Agreement") and will be released to the Company only upon satisfaction of the milestone release conditions applicable to each acquisition stage, as described in the Offering Circular under "Plan of Distribution" and "How We Plan to Use Proceeds from the Sale of Our Shares." The fees of the Escrow Agent are borne personally by the Chief Executive Officer of the Company and are not charged to the Company or to the Subscriber.
3. ACCEPTANCE; IRREVOCABILITY; REJECTION
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3.1. This subscription shall not be binding on the Company until accepted by the Company, which acceptance is evidenced by the Company's execution of this Agreement where indicated. The Company may accept or reject this subscription, in whole or in part, in its sole discretion, and may accept subscriptions on a rolling basis without waiting for any threshold aggregate amount to be reached. If this subscription is rejected in whole or in part, the Company will instruct the Escrow Agent to return the Subscription Amount, or the rejected portion thereof, to the Subscriber without deduction and without interest, and this Agreement shall thereafter be of no force or effect to the extent of such rejection.
3.2. ONCE ACCEPTED BY THE COMPANY, THIS SUBSCRIPTION IS IRREVOCABLE. The Subscriber may not withdraw this subscription or obtain the return of the Subscription Amount while the Subscription Amount is held in escrow, except in the circumstances expressly described in the Offering Circular and in Section 5 of this Agreement.
4. ISSUANCE OF SHARES; BOOK ENTRY
4.1. The Shares will be issued to the Subscriber promptly upon the Company's acceptance of this subscription, and the Subscriber will become a stockholder of the Company upon such acceptance, notwithstanding that the Subscription Amount remains in escrow pending satisfaction of the release conditions described in the Offering Circular. The escrow arrangements govern the release of proceeds to the Company; they do not defer the offer, sale, or issuance of the Shares.
4.2. The Shares will be issued in uncertificated, book entry form and no physical certificates will be issued. The Shares will be recorded on the stockholder records maintained by the Company or, following its appointment, by the Company's transfer agent, and the Subscriber will receive a written statement of the information required by applicable law with respect to uncertificated shares.
5. RETURN OF FUNDS; AUTOMATIC CANCELLATION; ALTERNATIVE CORPORATE PURPOSE ELECTION
5.1. If an acquisition stage identified in the Offering Circular will not proceed, whether because negotiations have ceased, have stalled for 120 consecutive days without substantive progress, or because the Company has elected to pursue a materially changed structure, the Company will deliver to the Subscriber, by mail or electronic delivery to the address set forth on the signature page, a written notice describing the circumstances and identifying the specific alternative corporate purposes, as enumerated in the Offering Circular under "Use of Proceeds: Alternative Corporate Purposes," to which the Subscriber may elect to apply the Subscriber's attributable escrowed funds.
5.2. The Subscriber will have 20 business days from the date of such notice to make an affirmative election in writing or by electronic election. If the Subscriber affirmatively consents, the Subscriber's attributable funds will be applied only to the alternative corporate purpose specified in the election. If the Subscriber does not respond, or declines, the Subscriber's attributable funds will be returned to the Subscriber without deduction promptly following the end of the election period. Under no circumstances will the Subscriber's silence or failure to respond be treated as consent. Proceeds of the offering will not be applied, with or without the Subscriber's consent, to the acquisition of any company not identified by name in the Offering Circular.
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5.3. AUTOMATIC CANCELLATION. The Subscriber agrees that any return of the Subscriber's attributable escrowed funds pursuant to this Agreement or the procedures described in the Offering Circular will be accompanied by the automatic cancellation, without any further action by the Subscriber or the Company, of the Shares attributable to the returned funds, and the Subscriber irrevocably authorizes the Company and its transfer agent to record such cancellation on the stockholder records of the Company. Upon such cancellation and return of funds, neither party shall have any further obligation to the other with respect to the cancelled Shares.
6. TERMINATION OF THE OFFERING
6.1. The offering will terminate one year from the date of the Offering Circular, unless earlier terminated by the Company in its discretion or extended by the Company for up to an aggregate of 180 additional days as described in the Offering Circular. If both acquisitions identified in the Offering Circular fail to proceed, the Company will terminate the offering and all remaining escrowed funds will be returned to subscribers without deduction, and the Shares attributable to the returned funds will be cancelled as provided in Section 5.3.
7. REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER
The Subscriber represents and warrants to the Company as follows:
(a) The Subscriber has received and carefully reviewed the Offering Circular, including the sections titled "Risk Factors," "Dilution," "Plan of Distribution," and "How We Plan to Use Proceeds from the Sale of Our Shares," and the financial statements included therein. In deciding to subscribe, the Subscriber has relied solely on the information contained in the Offering Circular and has not relied on any other information, representation, or warranty.
(b) The Subscriber understands that an investment in the Shares involves a high degree of risk, including the risk of loss of the Subscriber's entire investment; that the Company is a shell company as defined in Rule 405 under the Securities Act of 1933, as amended (the "Securities Act"), with no operations and no revenues; that resales of the Shares will be subject to the restrictions of Rule 144(i) under the Securities Act; that there is no public market for the Shares and no assurance that any market will develop; and that the Subscriber may be required to bear the economic risk of this investment indefinitely.
(c) The Subscriber understands that the offering is a best efforts, no minimum offering; that proceeds will be held in escrow and released only upon the milestone conditions described in the Offering Circular; that the acquisitions described in the Offering Circular have not closed and may never close; and that if funds attributable to the Subscriber are returned, the Shares attributable to those funds will be automatically cancelled as provided in Section 5.3.
(d) The Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and the Subscriber's investment in the Shares is suitable for the Subscriber in light of the Subscriber's financial condition, investment objectives, and needs.
(e) The Subscriber is subscribing for the Shares for the Subscriber's own account, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Shares in violation of applicable securities laws.
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(f) If the Subscriber is a natural person, the Subscriber is at least 18 years of age and has full legal capacity to execute and deliver this Agreement and to perform the Subscriber's obligations hereunder. If the Subscriber is an entity, the Subscriber is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the person executing this Agreement on its behalf is duly authorized to do so.
(g) This Agreement constitutes a valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, and the execution, delivery, and performance of this Agreement do not violate any agreement, instrument, judgment, or law applicable to the Subscriber.
(h) The Subscriber is a resident of, or if an entity has its principal place of business in, the jurisdiction set forth on the signature page, and the offer and sale of the Shares to the Subscriber occurred, and this subscription was executed, in a jurisdiction in which the offering has been qualified or is exempt from qualification.
(i) The Subscription Amount was not derived from, and the subscription does not further, any unlawful activity. The Subscriber is not a person, and is not owned or controlled by or acting on behalf of a person, that is the subject of sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or any other applicable sanctions authority, and the Subscriber will provide such information and documentation as the Company, the Escrow Agent, or the transfer agent may reasonably request to comply with anti money laundering, know your customer, and sanctions requirements.
(j) The Subscriber understands that no federal or state agency, including the Securities and Exchange Commission, has passed upon the merits of, or given its approval to, the Shares or the offering, and that the offering is being made pursuant to Tier 2 of Regulation A under the Securities Act.
(k) The Subscriber acknowledges that the taxation consequences of an investment in the Shares depend on the Subscriber's individual circumstances and that the Subscriber has had the opportunity to consult the Subscriber's own legal, tax, and financial advisers with respect to this investment.
(l) All information provided by the Subscriber in this Agreement, including on the signature page, is true, correct, and complete as of the date hereof, and the Subscriber will promptly notify the Company of any material change in such information occurring prior to the Company's acceptance of this subscription.
8. INVESTMENT LIMITATION FOR NON ACCREDITED INVESTORS
8.1. The Subscriber understands that, unless the Shares are listed on a national securities exchange upon qualification, no sale may be made pursuant to Rule 251(d)(2)(i)(C) of Regulation A to a subscriber who is not an accredited investor if the aggregate purchase price paid by such subscriber is more than 10 percent of the greater of the subscriber's annual income or net worth, in the case of a natural person (with annual income and net worth determined as provided in Rule 501(a) of Regulation D, excluding the value of the subscriber's primary residence), or 10 percent of the greater of the subscriber's annual revenue or net assets at fiscal year end, in the case of a subscriber that is not a natural person.
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8.2. If the Subscriber is not an accredited investor, the Subscriber represents and warrants that the Subscription Amount, together with any other amounts paid by the Subscriber for securities in this offering, does not exceed 10 percent of the greater of the Subscriber's annual income or net worth, if the Subscriber is a natural person, or 10 percent of the greater of the Subscriber's annual revenue or net assets at most recent fiscal year end, if the Subscriber is not a natural person.
9. ACCREDITED INVESTOR STATUS
9.1. The Subscriber shall indicate on the signature page whether the Subscriber is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act. Categories of accredited investor applicable to natural persons include, among others: a natural person whose individual net worth, or joint net worth with that person's spouse or spousal equivalent, exceeds $1,000,000, excluding the value of the person's primary residence; a natural person who had individual income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse or spousal equivalent in excess of $300,000 in each of those years, and who has a reasonable expectation of reaching the same income level in the current year; and a natural person holding in good standing one or more professional certifications or designations recognized by the Securities and Exchange Commission for this purpose. Entity categories include, among others, entities with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Shares, and entities in which all of the equity owners are accredited investors. The full definition is set forth in Rule 501(a) of Regulation D.
10. REPRESENTATIONS OF THE COMPANY
10.1. The Company represents and warrants to the Subscriber that: (a) the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Wyoming; (b) the offering statement of which the Offering Circular forms a part has been qualified by the Securities and Exchange Commission under Regulation A, and no order suspending such qualification has been issued and remains in effect; and (c) upon acceptance of this subscription and issuance of the Shares in accordance with this Agreement, the Shares will be duly authorized, validly issued, fully paid, and non assessable.
11. SURVIVAL
11.1. The representations, warranties, agreements, and acknowledgments of the Subscriber and the Company contained in this Agreement shall survive the acceptance of this subscription and the issuance of the Shares.
12. NO WAIVER OF SECURITIES LAW RIGHTS
12.1. Nothing in this Agreement shall be deemed to constitute a waiver by the Subscriber of any rights of the Subscriber, or of the Company's compliance with any obligation of the Company, under the Securities Act, the Securities Exchange Act of 1934, as amended, or the rules and regulations promulgated thereunder, or under any applicable state securities laws.
13. MISCELLANEOUS
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13.1. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Wyoming, without regard to conflicts of law principles, except that nothing in this Section limits or affects the rights and obligations of the parties under the federal securities laws. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Miami-Dade County, Florida for any action arising out of or relating to this Agreement, except that this submission does not apply to, and does not limit the forum in which a party may bring, any action arising under the federal securities laws.
13.2. Notices. Notices under this Agreement shall be in writing and shall be deemed given when delivered personally, when sent by electronic mail to the address provided by the receiving party, or three days after being mailed by registered or certified mail, in each case to the Company at its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, or to the Subscriber at the address set forth on the signature page, or to such other address as a party may designate by notice.
13.3. Entire Agreement; Amendment. This Agreement, together with the Offering Circular, constitutes the entire agreement between the parties with respect to the subscription and supersedes all prior agreements and understandings with respect thereto. This Agreement may be amended only by a written instrument signed by both parties.
13.4. Assignment. The Subscriber may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.
13.5. Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
13.6. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument, and may be executed and delivered by electronic signature and electronic transmission, which shall be valid and binding for all purposes.
SUBSCRIBER SIGNATURE PAGE
By signing below, the Subscriber subscribes for the number of Shares stated below on the terms of this Agreement and certifies that the representations and warranties in this Agreement, including the investment limitation representation in Section 8 if applicable, are true and correct.
Number of Shares subscribed for: _________________________________________
Aggregate Subscription Amount at $1.00 per Share: $_________________________________________
Accredited investor status (check one):
[ ] The Subscriber IS an accredited investor as defined in Rule 501(a) of Regulation D.
[ ] The Subscriber IS NOT an accredited investor, and the Subscriber makes the investment limitation representation in Section 8.2 of this Agreement.
Exact name in which the Shares are to be registered: _________________________________________
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Type of ownership (individual, joint, entity, custodial, other): _________________________________________
Residence or principal business address: _________________________________________
City, State or Province, Postal Code, Country: _________________________________________
Taxpayer identification or social security number: _________________________________________
Email address: _________________________________________
Telephone: _________________________________________
Signature of Subscriber: _________________________________________
Name and title of signatory (if Subscriber is an entity): _________________________________________
Date: _________________________________________
ACCEPTANCE BY THE COMPANY
The Company hereby accepts the foregoing subscription for the number of Shares set forth below, effective as of the date set forth below.
Number of Shares accepted: _________________________________________
TEJASCORE TECHSYSTEMS INC.
By: _________________________________________
Name: Yogesh Choudhary
Title: Chief Executive Officer
Date of acceptance: _________________________________________
Exhibit 1A-6.2
SHARE PURCHASE AGREEMENT
(AGREEMENT TO SALE)
relating to 39.51 percent of the equity share capital of
MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
Dated July 16, 2026
PARTIES
This Share Purchase Agreement (this "Agreement") is entered into on July 16, 2026 by and among:
(1) UM AUTOMOTIVE PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U34100DL2021PTC390574, having its registered office at 806 Devika Tower, 6 Nehru Place, New Delhi 110019, India, and its corporate office at Gurugram, Haryana, India (the "Seller");
(2) TEJASCORE TECHSYSTEM PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U29300UP2025FTC239962, having its registered office at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India (the "Purchaser"); and
(3) TEJASCORE TECHSYSTEMS INC., a corporation incorporated under the laws of the State of Wyoming, United States, having its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States, the sole shareholder of the Purchaser, solely in its capacity as confirming party with respect to the obligations expressly assumed by it in this Agreement (the "Confirming Party").
The Seller, the Purchaser, and the Confirming Party are together referred to as the "Parties" and each individually as a "Party."
RECITALS
(A) Marelli UM Electronic Systems Private Limited, a private limited company incorporated under the laws of India, with Corporate Identity Number U31909HR2008PTC037712, having its registered office at Gurugram, Haryana, India (the "Company"), is an automotive electronics manufacturer operated as a joint venture between the Seller and Marelli Europe S.p.A. ("Marelli Europe"). The Seller holds equity shares constituting 39.51 percent of the issued and paid up equity share capital of the Company, and Marelli Europe holds the remaining 60.49 percent.
(B) The Parties and their affiliates exchanged preliminary offer documents, including a revised offer and counter offer dated November 23, 2025 (the "Preliminary Offer Documents"), pursuant to which consideration was agreed under a defined EBITDA based valuation methodology and deposits were paid into escrow. This Agreement constitutes the definitive agreement to sale contemplated by the Preliminary Offer Documents and supersedes the Preliminary Offer Documents, except as expressly provided in this Agreement with respect to deposits.
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(C) The Confirming Party has filed with the United States Securities and Exchange Commission an offering statement on Form 1-A under Tier 2 of Regulation A for the offering of up to 50,000,000 shares of its common stock at $1.00 per share (the "Offering"), the proceeds of which will be contributed to the Purchaser in compliance with Indian foreign direct investment policy and the Foreign Exchange Management Act, 1999 ("FEMA"), and applied by the Purchaser to pay the Consideration.
(D) Concurrently with the execution of this Agreement, the Purchaser and the Seller are entering into a binding compulsory second tranche purchase instrument (the "Second Tranche Instrument") pursuant to which the Purchaser is obligated to purchase from the Seller an additional 11.50 percent of the equity share capital of the Company within six months of the Closing, for consideration of US$2,960,000, upon completion of which the Purchaser will hold approximately 51 percent of the outstanding voting securities of the Company. The Seller will source the shares required for the second tranche pursuant to its contractual rights to acquire the shareholding of Marelli Europe in the Company, as represented by the Seller in the Second Tranche Instrument.
(E) The transfer of the Sale Shares is subject to a right of first refusal in favor of Marelli Europe under the joint venture arrangements and the articles of association of the Company, and the Seller is responsible for procuring that such right is waived or expires unexercised.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement: "Business Day" means a day other than a Saturday, Sunday, or public holiday on which banks are open for general business in New Delhi, India and Miami, Florida, United States; "Closing" means completion of the sale and purchase of the Sale Shares under Section 5; "Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre emption, third party right or interest, or other encumbrance or security interest of any kind; "Escrow Agent" means North Capital Private Securities Corporation, as escrow agent under the escrow arrangements for the Offering; "Long Stop Date" has the meaning given in Section 8.1; "Reference Rate" means, for any date, the Indian Rupee per U.S. dollar rate published in the Federal Reserve Statistical Release H.10 for the second Business Day preceding such date, or if not published for such day, the most recently published such rate; and "Sale Shares" means all of the equity shares of the Company held by the Seller, constituting 39.51 percent of the issued and paid up equity share capital of the Company on a fully diluted basis.
1.2. Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Agreement. The singular includes the plural and vice versa.
2. SALE AND PURCHASE
2.1. Subject to the terms and conditions of this Agreement, the Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase and acquire from the Seller, the Sale Shares, free and clear of all Encumbrances, together with all rights attaching to them at Closing, including the right to receive all dividends and distributions declared, made, or paid on or after the Closing.
2.2. The sale and purchase under this Agreement involves existing shares of the Company only. The share capital of the Company is unchanged by the transactions contemplated by this Agreement, and the Consideration is payable to the Seller.
3. CONSIDERATION
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3.1. The aggregate consideration for the Sale Shares (the "Consideration") is the Indian Rupee equivalent, determined at the Reference Rate as of the Closing, of US$16,830,000, and has been determined under the EBITDA based valuation methodology agreed between the parties in the Preliminary Offer Documents.
3.2. The Consideration shall be paid at Closing in immediately available funds to the bank account notified by the Seller, from proceeds of the Offering released from escrow upon satisfaction of the milestone release conditions applicable to the Company stage, being: (i) execution and effectiveness of this Agreement; (ii) satisfaction or waiver of the conditions in Section 4; (iii) receipt of required regulatory and corporate approvals, including applicable Indian foreign investment reporting; and (iv) escrowed amounts reaching the initial tranche requirement of US$16,830,000 under this Agreement.
3.3. The deposits paid by or on behalf of the Purchaser into escrow pursuant to the Preliminary Offer Documents shall stand credited toward the Consideration at Closing. If this Agreement terminates without Closing, such deposits shall be dealt with in accordance with the terms on which they were paid.
4. CONDITIONS PRECEDENT
4.1. Closing is conditional on the satisfaction, or waiver by the Party entitled to the benefit thereof, of each of the following conditions: (a) the right of first refusal of Marelli Europe in respect of the Sale Shares having been waived, or having expired unexercised, in accordance with the joint venture arrangements and the articles of association of the Company, the Seller being responsible for procuring such waiver or expiry; (b) the board of directors and, to the extent required, the shareholders of each of the Seller and the Purchaser having approved the transactions contemplated by this Agreement, and the board of directors of the Company having approved the transfer of the Sale Shares and taken the corporate actions required to register the transfer; (c) all regulatory requirements applicable to the transfer having been complied with, including compliance by the Purchaser with Indian foreign direct investment policy applicable to downstream investment by a foreign owned and controlled Indian company and the making of the filings and reports required under FEMA, including Form DI and, to the extent applicable, Form FC-TRS; (d) the Second Tranche Instrument having been executed and being in full force and effect; (e) proceeds of the Offering in an amount not less than US$16,830,000 for the initial tranche under this Agreement having been received into escrow with the Escrow Agent; (f) the representations and warranties of the Seller in Section 6 and of the Purchaser in Section 7 being true and correct in all material respects as of the Closing; and (g) no order, injunction, or law prohibiting the transactions contemplated by this Agreement being in effect.
4.2. Each Party shall use commercially reasonable efforts to procure the satisfaction of the conditions in Section 4.1 as promptly as practicable and in any event on or before the Long Stop Date, and shall keep the other Parties informed of progress.
5. CLOSING
5.1. Closing shall take place remotely, or at such place as the Parties agree, on the fifth Business Day after satisfaction or waiver of the last of the conditions in Section 4.1, or on such other date as the Parties agree in writing, provided that Closing shall occur on or before the Long Stop Date.
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5.2. At Closing: (a) the Seller shall deliver to the Purchaser duly executed instruments of transfer in respect of the Sale Shares, including Form SH-4 or delivery instructions in dematerialized form, as applicable, together with the related share certificates or demat confirmations; (b) the Purchaser shall pay, or procure the payment of, the Consideration in accordance with Section 3.2, after credit for the deposits referred to in Section 3.3; (c) the Seller and the Purchaser shall procure that the board of directors of the Company approves the registration of the transfer of the Sale Shares to the Purchaser and updates the register of members accordingly; and (d) the Parties shall execute and deliver such other documents, and take such other actions, as are reasonably required to complete the transfer, including the filings referred to in Section 4.1(c).
6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
6.1. The Seller represents and warrants to the Purchaser that, as of the date of this Agreement and as of the Closing: (a) the Seller is duly incorporated and validly existing under the laws of India and has full corporate power and authority to execute, deliver, and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms; (c) the Seller is the sole legal and beneficial owner of the Sale Shares, the Sale Shares are fully paid, and, at Closing, the Sale Shares will be transferred free and clear of all Encumbrances other than the right of first refusal referred to in Recital (E), which will have been waived or will have expired unexercised at or prior to Closing; (d) the Sale Shares constitute 39.51 percent of the issued and paid up equity share capital of the Company; (e) the execution and performance of this Agreement by the Seller do not violate its constitutional documents, any agreement binding on it, or any applicable law; (f) no insolvency, winding up, or analogous proceedings are pending or threatened against the Seller; and (g) there is no litigation, arbitration, or governmental proceeding pending or, to the Seller's knowledge, threatened that challenges the Seller's ownership of the Sale Shares or seeks to restrain the transactions contemplated by this Agreement.
6.2. The Purchaser acknowledges that, except for the representations and warranties expressly set out in this Agreement, the Purchaser has relied on its own due diligence with respect to the Company, including the audited financial statements of the Company and the monthly management information furnished to the Purchaser, and that the going concern uncertainty described in the audit opinion on the Company's financial statements has been disclosed to the Purchaser.
7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE CONFIRMING PARTY
7.1. The Purchaser represents and warrants to the Seller that: (a) it is duly incorporated and validly existing under the laws of India and has full corporate power and authority to execute, deliver, and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; and (c) subject to the release of escrowed proceeds of the Offering as described in Section 3.2, the Purchaser will have at Closing the funds required to pay the Base Consideration.
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7.2. The Confirming Party represents and warrants to the Seller that it is duly incorporated and validly existing under the laws of the State of Wyoming, and the Confirming Party undertakes to the Seller that, upon release from escrow of proceeds of the Offering attributable to the Company stage in accordance with the escrow arrangements, it will contribute such proceeds to the Purchaser, as equity share capital or other instruments permitted under Indian law and in compliance with FEMA and Indian foreign direct investment policy, in amounts sufficient to enable the Purchaser to pay the Base Consideration and to perform its payment obligations under the Second Tranche Instrument. The Confirming Party assumes no obligation under this Agreement other than as expressly stated in this Section 7.2 and Section 9.
8. LONG STOP DATE; TERMINATION
8.1. The "Long Stop Date" means August 31, 2026, or such later date as the Parties may agree in a written instrument signed by each of them.
8.2. If Closing has not occurred on or before the Long Stop Date, this Agreement shall terminate automatically with immediate effect, and no Party shall have any claim against any other Party under this Agreement, except in respect of rights and liabilities accrued prior to termination and except that Sections 3.4 (deposits), 10 (confidentiality), 11 (governing law and dispute resolution), and 12 (miscellaneous) shall survive termination.
8.3. This Agreement may also be terminated at any time prior to Closing by mutual written agreement of the Parties.
9. EXCLUSIVITY; CONDUCT PENDING CLOSING
9.1. From the date of this Agreement until the earlier of Closing and termination of this Agreement, the Seller shall not, and shall procure that its affiliates and representatives do not, solicit, initiate, or engage in discussions or negotiations with any person other than the Purchaser and its affiliates with respect to the sale or transfer of the Sale Shares or any interest therein.
9.2. From the date of this Agreement until Closing, the Seller shall exercise its rights as a shareholder of the Company with a view to procuring that the Company carries on its business in the ordinary course consistent with past practice, and shall promptly notify the Purchaser of any matter of which the Seller becomes aware that constitutes a material adverse change in the business, assets, or financial condition of the Company.
9.3. The Parties acknowledge that the Company will continue to be operated under its existing joint venture arrangements with Marelli Europe, including technology licensing and governance arrangements, both before and after Closing, and nothing in this Agreement transfers or modifies any right or obligation of Marelli Europe.
10. CONFIDENTIALITY; ANNOUNCEMENTS
10.1. Each Party shall keep confidential the terms of this Agreement and all information received from another Party in connection with it, except for disclosures required by applicable law or regulation, including the disclosure of this Agreement and its terms in, and the filing of this Agreement as an exhibit to, the offering statement and related filings of the Confirming Party with the United States Securities and Exchange Commission, which disclosures and filings each Party expressly authorizes, and disclosures to a Party's affiliates, directors, officers, employees, and professional advisers who need to know such information.
11. GOVERNING LAW; DISPUTE RESOLUTION
11.1. This Agreement is governed by, and shall be construed in accordance with, the laws of India.
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11.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed jointly by the Parties or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration shall be English. The courts at New Delhi shall have exclusive supervisory jurisdiction.
12. MISCELLANEOUS
12.1. Notices. Notices under this Agreement shall be in writing and delivered by hand, by registered post, or by email to the registered or principal office of the receiving Party stated in this Agreement, or to such other address as a Party notifies to the others, and shall be deemed given on delivery.
12.2. Entire Agreement; Amendment. This Agreement, together with the Second Tranche Instrument and the documents referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes the Preliminary Offer Documents except as provided in Section 3.4. This Agreement may be amended only by a written instrument signed by each Party.
12.3. Assignment. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties.
12.4. Costs. Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses in connection with this Agreement. Stamp duty on the transfer of the Sale Shares shall be borne in accordance with applicable law.
12.5. Severability; Counterparts. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
UM AUTOMOTIVE PRIVATE LIMITED
/s/ Sushant Chhabra
Name and title: Sushant Chhabra, Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Director
TEJASCORE TECHSYSTEMS INC., as Confirming Party
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Chief Executive Officer
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EXTENSION OF LONG STOP DATE
under the Share Purchase Agreement dated July 16, 2026
relating to Marelli UM Electronic Systems Private Limited
This Extension of Long Stop Date (this "Extension") is entered into on July 30, 2026 by and among UM Automotive Private Limited, Tejascore Techsystem Private Limited, and Tejascore Techsystems Inc., as confirming party, being the parties to the Share Purchase Agreement dated July 16, 2026 relating to 39.51 percent of the equity share capital of Marelli UM Electronic Systems Private Limited (the "Agreement"). Capitalized terms used and not defined in this Extension have the meanings given in the Agreement.
1. Pursuant to Section 8.1 of the Agreement, the Parties agree that the Long Stop Date is extended from August 31, 2026 to September 30, 2026.
2. Except as expressly amended by this Extension, the Agreement remains in full force and effect in accordance with its terms, and references in the Agreement to the Long Stop Date shall be read as references to September 30, 2026.
3. This Extension is governed by the laws of India and may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission.
IN WITNESS WHEREOF, the Parties have executed this Extension as of the date first written above.
UM AUTOMOTIVE PRIVATE LIMITED
/s/ Sushant Chhabra
Name and title: Sushant Chhabra, Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Director
TEJASCORE TECHSYSTEMS INC., as Confirming Party
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Chief Executive Officer
Exhibit 1A-6.3
SECOND TRANCHE SHARE PURCHASE INSTRUMENT
relating to the equity share capital of
MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
Dated July 16, 2026
PARTIES
This Second Tranche Share Purchase Instrument (this "Instrument") is entered into on July 16, 2026 by and among:
(1) UM AUTOMOTIVE PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U34100DL2021PTC390574, having its registered office at 806 Devika Tower, 6 Nehru Place, New Delhi 110019, India, and its corporate office at Gurugram, Haryana, India (the "Seller");
(2) TEJASCORE TECHSYSTEM PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U29300UP2025FTC239962, having its registered office at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India (the "Purchaser"); and
(3) TEJASCORE TECHSYSTEMS INC., a corporation incorporated under the laws of the State of Wyoming, United States, having its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States, the sole shareholder of the Purchaser, solely in its capacity as confirming party with respect to the obligations expressly assumed by it in this Instrument (the "Confirming Party").
The Seller, the Purchaser, and the Confirming Party are together referred to as the "Parties" and each individually as a "Party."
RECITALS
(A) Marelli UM Electronic Systems Private Limited, a private limited company incorporated under the laws of India, with Corporate Identity Number U31909HR2008PTC037712, having its registered office at Gurugram, Haryana, India (the "Company"), is operated as a joint venture between the Seller, which holds 60.49 percent of the issued and paid up equity share capital of the Company, and UM Automotive Private Limited, which holds the remaining 39.51 percent.
(B) By a Share Purchase Agreement dated July 16, 2026 among UM Automotive Private Limited, the Purchaser, and the Confirming Party (the "Initial SPA"), the Purchaser has agreed to acquire the 39.51 percent shareholding of UM Automotive Private Limited in the Company (the completion of that acquisition, the "Initial Closing").
(C) The Seller holds contractual rights to acquire the shareholding of Marelli Europe S.p.A. ("Marelli Europe") in the Company, sufficient to enable the Seller to deliver the Second Tranche Shares, as the Seller represents and warrants in Section 7. The right of first refusal and transfer provisions of the joint venture arrangements and the articles of association of the Company, conditional upon and in consideration of the execution of this Instrument.
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(D) The Parties intend that the Purchaser acquire a majority of the outstanding voting securities of the Company in two tranches: the initial tranche under the Initial SPA and a compulsory second tranche under this Instrument, pursuant to which the Seller is bound to sell, and the Purchaser is bound to purchase, the Second Tranche Shares within six months of the Initial Closing, for the Second Tranche Consideration stated in Section 3. The obligation of the Purchaser under this Instrument is a binding compulsory purchase obligation and is not an option.
(E) The Confirming Party has filed with the United States Securities and Exchange Commission an offering statement on Form 1-A under Tier 2 of Regulation A for the offering of up to 50,000,000 shares of its common stock at $1.00 per share (the "Offering"). The consideration for the second tranche is being raised in the Offering and will be held with North Capital Private Securities Corporation, as escrow agent (the "Escrow Agent"), and released under the milestone escrow arrangements described in the offering circular forming part of the Offering.
1. DEFINITIONS
1.1. In this Instrument: "Business Day" means a day other than a Saturday, Sunday, or public holiday on which banks are open for general business in New Delhi, India, Milan, Italy, and Miami, Florida, United States; "Completion" means completion of the sale and purchase of the Second Tranche Shares under Section 6; "Completion Deadline" means the date falling six months after the date of the Initial Closing; "Encumbrance" has the meaning given in the Initial SPA; and "Second Tranche Shares" means equity shares of the Company held by the Seller constituting approximately 11.5 percent of the issued and paid up equity share capital of the Company, being the number of equity shares required so that, immediately following Completion, the Purchaser holds a majority of the outstanding voting securities of the Company of approximately 51 percent and the Seller retains approximately 49 percent.
1.2. Capitalized terms used and not defined in this Instrument have the meanings given in the Initial SPA. Headings are for convenience only.
2. COMPULSORY SALE AND PURCHASE
2.1. Subject to the terms of this Instrument, the Seller irrevocably and unconditionally agrees to sell and transfer to the Purchaser, and the Purchaser irrevocably and unconditionally agrees to purchase and acquire from the Seller, the Second Tranche Shares, free and clear of all Encumbrances, together with all rights attaching to them at Completion.
2.2. The obligations in Section 2.1 constitute a binding compulsory sale and purchase, effective upon the occurrence of the Initial Closing, to be completed within six months of the Initial Closing and in any event on or before the Completion Deadline. Time is of the essence with respect to the Completion Deadline. Neither Party holds an option; each Party is contractually obligated to complete on the terms of this Instrument.
2.3. If the Initial Closing does not occur and the Initial SPA terminates in accordance with its terms, this Instrument shall terminate automatically and simultaneously, without liability of any Party except in respect of rights and liabilities accrued prior to termination.
3. CONSIDERATION
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3.1. The aggregate consideration for the Second Tranche Shares is US$2,960,000 (the "Second Tranche Consideration"), being the consideration agreed between the Parties for the Second Tranche Shares under the valuation methodology agreed in the Preliminary Offer Documents.
3.2. The Second Tranche Consideration shall be paid at Completion in immediately available funds to the account notified by the Seller, in United States dollars or, at the Seller's election notified not less than ten Business Days prior to Completion, in the Indian Rupee equivalent determined at the Reference Rate as of Completion, in each case in compliance with the pricing, remittance, and reporting requirements applicable under the Foreign Exchange Management Act, 1999 ("FEMA") to a transfer of shares of an Indian company by a person resident outside India to a person resident in India, including the filing of Form FC-TRS.
4. ESCROW FUNDING
4.1. The Parties acknowledge that: (a) the Second Tranche Consideration is being raised in the Offering and is expected to be received into escrow with the Escrow Agent from continuing offering proceeds, with the second tranche requirement of US$2,960,000 expected to be reached at aggregate gross proceeds of approximately US$28,000,000, being approximately 56.0 percent of the maximum Offering; (b) the Second Tranche Consideration will be held in escrow from the time the second tranche requirement is met and will be released only against Completion in accordance with the milestone escrow release conditions described in the offering circular forming part of the Offering; and (c) if the second tranche requirement is not reached by the end of the offering period, the consequences described in Section 9 and in the offering circular apply.
5. CONDITIONS TO COMPLETION
5.1. Completion is conditional on: (a) the Initial Closing having occurred; (b) all regulatory requirements applicable to the transfer of the Second Tranche Shares having been complied with, including compliance with the FEMA pricing guidelines and the filing of Form FC-TRS and any other filings required under Indian foreign direct investment policy, including those applicable to downstream investment by a foreign owned and controlled Indian company; (c) the board of directors of the Company having approved the transfer of the Second Tranche Shares and taken the corporate actions required to register the transfer, which approval the Seller shall procure through the exercise of its rights under the joint venture arrangements; (d) any transfer restrictions in the articles of association of the Company or the joint venture arrangements applicable to the Second Tranche Shares having been waived or satisfied, which waiver the Seller hereby grants to the extent within its power; and (e) no order, injunction, or law prohibiting the transfer being in effect.
5.2. Each Party shall use commercially reasonable efforts to procure the satisfaction of the conditions in Section 5.1 as promptly as practicable following the Initial Closing and in any event on or before the Completion Deadline.
6. COMPLETION
6.1. Completion shall take place remotely, or at such place as the Parties agree, on the fifth Business Day after satisfaction or waiver of the last of the conditions in Section 5.1, and in any event on or before the Completion Deadline.
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6.2. At Completion: (a) the Seller shall deliver to the Purchaser duly executed instruments of transfer in respect of the Second Tranche Shares, including Form SH-4 or delivery instructions in dematerialized form, as applicable, together with the related share certificates or demat confirmations; (b) the Purchaser shall pay, or procure the payment of, the Second Tranche Consideration in accordance with Section 3.2, against release of the escrowed funds referred to in Section 4.1; (c) the Seller and the Purchaser shall procure that the board of directors of the Company approves the registration of the transfer and updates the register of members accordingly; and (d) the Parties shall execute and deliver such other documents, and take such other actions, as are reasonably required to complete the transfer, including the filings referred to in Section 5.1(b).
7. REPRESENTATIONS AND WARRANTIES OF THE SELLER
7.1. The Seller represents and warrants to the Purchaser that, as of the date of this Instrument and as of Completion: (a) the Seller is duly incorporated and validly existing under the laws of India and has full corporate power and authority to execute, deliver, and perform this Instrument; (b) this Instrument constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms; (c) at Completion, the Seller will be the sole legal and beneficial owner of the Second Tranche Shares, which will be fully paid and will be transferred free and clear of all Encumbrances; (d) the execution and performance of this Instrument by the Seller do not violate its constitutional documents, any agreement binding on it, or any applicable law; and (e) the Seller holds valid and binding contractual rights to acquire from Marelli Europe the shareholding in the Company required to deliver the Second Tranche Shares, such rights are in full force and effect, and, to the Seller's knowledge, the restructuring proceedings under Chapter 11 of the United States Bankruptcy Code involving Marelli Holdings Co., Ltd., of which neither the Seller nor the Company is a debtor, do not restrict the exercise of those rights or the transfer of the Second Tranche Shares.
8. REPRESENTATIONS AND UNDERTAKINGS OF THE PURCHASER AND THE CONFIRMING PARTY
8.1. The Purchaser represents and warrants to the Seller that it is duly incorporated and validly existing under the laws of India, that this Instrument constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, and that, subject to the release of the escrowed funds referred to in Section 4.1, the Purchaser will have at Completion the funds required to pay the Second Tranche Consideration.
8.2. The Confirming Party undertakes to the Seller that, upon release from escrow of the funds referred to in Section 4.1, it will contribute such funds to the Purchaser, as equity share capital or other instruments permitted under Indian law and in compliance with FEMA and Indian foreign direct investment policy, in amounts sufficient to enable the Purchaser to pay the Second Tranche Consideration. The Confirming Party assumes no obligation under this Instrument other than as expressly stated in this Section 8.2.
9. CONSEQUENCES OF NON COMPLETION
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9.1. If Completion does not occur on or before the Completion Deadline because a required approval or other condition in Section 5.1 has not been satisfied despite the efforts required by Section 5.2, the Parties shall consult in good faith and may agree in writing to extend the Completion Deadline. Absent such agreement, either Party may terminate this Instrument by written notice, without prejudice to rights and liabilities accrued prior to termination, and any escrowed amounts attributable to the second tranche shall be dealt with in accordance with the investor consent and return of funds procedures described in the offering circular forming part of the Offering.
9.2. If Completion does not occur on or before the Completion Deadline for any reason other than as described in Section 9.1, the non defaulting Party shall be entitled to seek specific performance of this Instrument, in addition to any other remedy available at law or in equity, the Parties acknowledging that damages alone would not be an adequate remedy for breach of the obligations in Section 2.
10. JOINT VENTURE CONTINUITY
10.1. The Parties acknowledge that, both before and after Completion, the Company will continue to be operated under the existing joint venture arrangements between the Seller and its counterparties, including technology licensing, shared services, and governance arrangements, and that nothing in this Instrument amends those arrangements. Following Completion, the Seller will retain approximately 49 percent of the issued and paid up equity share capital of the Company.
11. GOVERNING LAW; DISPUTE RESOLUTION
11.1. This Instrument is governed by, and shall be construed in accordance with, the laws of India. Any dispute arising out of or in connection with this Instrument shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed jointly by the Parties or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration shall be English.
12. MISCELLANEOUS
12.1. Notices shall be given in the manner provided in the Initial SPA, to the offices of the Parties stated in this Instrument. This Instrument, together with the Initial SPA, constitutes the entire agreement of the Parties with respect to the second tranche and may be amended only in writing signed by each Party. No Party may assign this Instrument without the prior written consent of the other Parties. Each Party consents to the disclosure of this Instrument and its terms in, and the filing of this Instrument as an exhibit to, the offering statement and related filings of the Confirming Party with the United States Securities and Exchange Commission. If any provision of this Instrument is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Instrument may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Instrument as of the date first written above.
UM AUTOMOTIVE PRIVATE LIMITED
/s/ Sushant Chhabra
Name and title: Sushant Chhabra, Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
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/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Director
TEJASCORE TECHSYSTEMS INC., as Confirming Party
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Chief Executive Officer
Exhibit 1A-6.4
SHARE PURCHASE AGREEMENT
(AGREEMENT TO SALE)
relating to 51 percent of the equity share capital of
ALPHA MAIER PRIVATE LIMITED
Dated July 16, 2026
PARTIES
This Share Purchase Agreement (this "Agreement") is entered into on July 16, 2026 by and among:
(1) UM AUTOCOMP PRIVATE LIMITED, a private limited company incorporated under the laws of India, having its registered office at Gurugram, Haryana, India (the "Seller");
(2) TEJASCORE TECHSYSTEM PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U29300UP2025FTC239962, having its registered office at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India (the "Purchaser"); and
(3) TEJASCORE TECHSYSTEMS INC., a corporation incorporated under the laws of the State of Wyoming, United States, having its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States, the sole shareholder of the Purchaser, solely in its capacity as confirming party with respect to the obligations expressly assumed by it in this Agreement (the "Confirming Party").
The Seller, the Purchaser, and the Confirming Party are together referred to as the "Parties" and each individually as a "Party."
RECITALS
(A) Alpha Maier Private Limited, a private limited company incorporated under the laws of India, with Corporate Identification Number U35990DL2010PTC202385, having its registered office at New Delhi, India (the "Company"), is an automotive plastics and components manufacturer operated as a joint venture between the UM group and Maier, S. Coop., a cooperative society organized under the laws of Spain ("Maier"). The Seller holds equity shares constituting 51 percent of the issued and paid up equity share capital of the Company, and Mikeldi Inversiones, S.L.U., an affiliate of Maier ("Mikeldi"), holds the remaining 49 percent.
(B) The Parties and their affiliates exchanged preliminary offer documents, including a revised offer and counter offer dated November 23, 2025 (the "Preliminary Offer Documents"), pursuant to which consideration was agreed under a defined EBITDA based valuation methodology and deposits were paid into escrow. This Agreement constitutes the definitive agreement to sale contemplated by the Preliminary Offer Documents and supersedes the Preliminary Offer Documents, except as expressly provided in this Agreement with respect to deposits.
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(C) The Confirming Party has filed with the United States Securities and Exchange Commission an offering statement on Form 1-A under Tier 2 of Regulation A for the offering of up to 50,000,000 shares of its common stock at $1.00 per share (the "Offering"), the proceeds of which will be contributed to the Purchaser in compliance with Indian foreign direct investment policy and the Foreign Exchange Management Act, 1999 ("FEMA"), and applied by the Purchaser to pay the Consideration.
(D) The transfer of the Sale Shares is subject to a right of first refusal in favor of Maier and its affiliate Mikeldi under the joint venture arrangements and the articles of association of the Company. Following Closing, Mikeldi will continue to hold 49 percent of the equity share capital of the Company, and the Company will continue to operate under its existing technology licensing and technical assistance arrangements with the Maier group.
1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement: "Business Day" means a day other than a Saturday, Sunday, or public holiday on which banks are open for general business in New Delhi, India and Miami, Florida, United States; "Closing" means completion of the sale and purchase of the Sale Shares under Section 5; "Encumbrance" means any mortgage, charge, pledge, lien, option, restriction, right of first refusal, right of pre emption, third party right or interest, or other encumbrance or security interest of any kind; "Escrow Agent" means North Capital Private Securities Corporation, as escrow agent under the escrow arrangements for the Offering; "Long Stop Date" has the meaning given in Section 8.1; "Reference Rate" means, for any date, the Indian Rupee per U.S. dollar rate published in the Federal Reserve Statistical Release H.10 for the second Business Day preceding such date, or if not published for such day, the most recently published such rate; and "Sale Shares" means all of the equity shares of the Company held by the Seller, constituting 51 percent of the issued and paid up equity share capital of the Company on a fully diluted basis.
1.2. Headings are for convenience only and do not affect interpretation. References to Sections are to sections of this Agreement. The singular includes the plural and vice versa.
2. SALE AND PURCHASE
2.1. Subject to the terms and conditions of this Agreement, the Seller agrees to sell and transfer to the Purchaser, and the Purchaser agrees to purchase and acquire from the Seller, the Sale Shares, free and clear of all Encumbrances, together with all rights attaching to them at Closing, including the right to receive all dividends and distributions declared, made, or paid on or after the Closing.
2.2. The sale and purchase under this Agreement involves existing shares of the Company only. The share capital of the Company is unchanged by the transactions contemplated by this Agreement, and the Consideration is payable to the Seller. Upon Closing, the Purchaser will hold a controlling interest of 51 percent of the equity share capital of the Company.
3. CONSIDERATION
3.1. The aggregate consideration for the Sale Shares (the "Consideration") is the Indian Rupee equivalent, determined at the Reference Rate as of the Closing, of US$8,210,000, and has been determined under the EBITDA based valuation methodology agreed between the parties in the Preliminary Offer Documents.
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3.2. The Consideration shall be paid at Closing in immediately available funds to the bank account notified by the Seller, from proceeds of the Offering released from escrow upon satisfaction of the milestone release conditions applicable to the Company stage, being: (i) execution and effectiveness of this Agreement; (ii) satisfaction or waiver of the conditions in Section 4; (iii) receipt of required regulatory and corporate approvals, including applicable Indian foreign investment reporting; and (iv) escrowed amounts for the stage reaching the stage requirement of approximately US$8,210,000 for the Company stage.
3.3. The deposits paid by or on behalf of the Purchaser into escrow pursuant to the Preliminary Offer Documents shall stand credited toward the Consideration at Closing. If this Agreement terminates without Closing, such deposits shall be dealt with in accordance with the terms on which they were paid.
4. CONDITIONS PRECEDENT
4.1. Closing is conditional on the satisfaction, or waiver by the Party entitled to the benefit thereof, of each of the following conditions: (a) the right of first refusal of Maier and Mikeldi in respect of the Sale Shares having been waived, or having expired unexercised, in accordance with the joint venture arrangements and the articles of association of the Company; (b) to the extent any consent of Maier, Mikeldi, or the Company is required under the shareholders agreement, the technology licensing arrangements, or the technical assistance arrangements of the Company in connection with the change in ownership of the Sale Shares, such consent having been obtained and remaining in effect; (c) the board of directors and, to the extent required, the shareholders of each of the Seller and the Purchaser having approved the transactions contemplated by this Agreement, and the board of directors of the Company having approved the transfer of the Sale Shares and taken the corporate actions required to register the transfer; (d) all regulatory requirements applicable to the transfer having been complied with, including compliance by the Purchaser with Indian foreign direct investment policy applicable to downstream investment by a foreign owned and controlled Indian company and the making of the filings and reports required under FEMA, including Form DI and, to the extent applicable, Form FC-TRS; (e) proceeds of the Offering in an amount not less than approximately US$8,210,000 for the Company stage having been received into escrow with the Escrow Agent; (f) the representations and warranties of the Seller in Section 6 and of the Purchaser in Section 7 being true and correct in all material respects as of the Closing; and (g) no order, injunction, or law prohibiting the transactions contemplated by this Agreement being in effect.
4.2. Each Party shall use commercially reasonable efforts to procure the satisfaction of the conditions in Section 4.1 as promptly as practicable and in any event on or before the Long Stop Date, and shall keep the other Parties informed of progress.
5. CLOSING
5.1. Closing shall take place remotely, or at such place as the Parties agree, on the fifth Business Day after satisfaction or waiver of the last of the conditions in Section 4.1, or on such other date as the Parties agree in writing, provided that Closing shall occur on or before the Long Stop Date.
5.2. At Closing: (a) the Seller shall deliver to the Purchaser duly executed instruments of transfer in respect of the Sale Shares, including Form SH-4 or delivery instructions in dematerialized form, as applicable, together with the related share certificates or demat confirmations; (b) the Purchaser shall pay, or procure the payment of, the Consideration in accordance with Section 3.2, after credit for the deposits referred to in Section 3.3; (c) the Seller and the Purchaser shall procure that the board of directors of the Company approves the registration of the transfer of the Sale Shares to the Purchaser and updates the register of members accordingly; and (d) the Parties shall execute and deliver such other documents, and take such other actions, as are reasonably required to complete the transfer, including the filings referred to in Section 4.1(d).
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6. REPRESENTATIONS AND WARRANTIES OF THE SELLER
6.1. The Seller represents and warrants to the Purchaser that, as of the date of this Agreement and as of the Closing: (a) the Seller is duly incorporated and validly existing under the laws of India and has full corporate power and authority to execute, deliver, and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation of the Seller, enforceable against it in accordance with its terms; (c) the Seller is the sole legal and beneficial owner of the Sale Shares, the Sale Shares are fully paid, and, at Closing, the Sale Shares will be transferred free and clear of all Encumbrances other than the right of first refusal referred to in Recital (D), which will have been waived or will have expired unexercised at or prior to Closing; (d) the Sale Shares constitute 51 percent of the issued and paid up equity share capital of the Company; (e) the execution and performance of this Agreement by the Seller do not violate its constitutional documents, any agreement binding on it, or any applicable law; (f) no insolvency, winding up, or analogous proceedings are pending or threatened against the Seller; and (g) there is no litigation, arbitration, or governmental proceeding pending or, to the Seller's knowledge, threatened that challenges the Seller's ownership of the Sale Shares or seeks to restrain the transactions contemplated by this Agreement.
6.2. The Purchaser acknowledges that, except for the representations and warranties expressly set out in this Agreement, the Purchaser has relied on its own due diligence with respect to the Company, including the audited financial statements of the Company as of and for the years ended March 31, 2026 and March 31, 2025 and the other information furnished to the Purchaser.
7. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE CONFIRMING PARTY
7.1. The Purchaser represents and warrants to the Seller that: (a) it is duly incorporated and validly existing under the laws of India and has full corporate power and authority to execute, deliver, and perform this Agreement; (b) this Agreement constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms; and (c) subject to the release of escrowed proceeds of the Offering as described in Section 3.2, the Purchaser will have at Closing the funds required to pay the Consideration.
7.2. The Confirming Party represents and warrants to the Seller that it is duly incorporated and validly existing under the laws of the State of Wyoming, and the Confirming Party undertakes to the Seller that, upon release from escrow of proceeds of the Offering attributable to the Company stage in accordance with the escrow arrangements, it will contribute such proceeds to the Purchaser, as equity share capital or other instruments permitted under Indian law and in compliance with FEMA and Indian foreign direct investment policy, in amounts sufficient to enable the Purchaser to pay the Consideration. The Confirming Party assumes no obligation under this Agreement other than as expressly stated in this Section 7.2 and Section 9.
8. LONG STOP DATE; TERMINATION
8.1. The "Long Stop Date" means August 31, 2026, or such later date as the Parties may agree in a written instrument signed by each of them.
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8.2. If Closing has not occurred on or before the Long Stop Date, this Agreement shall terminate automatically with immediate effect, and no Party shall have any claim against any other Party under this Agreement, except in respect of rights and liabilities accrued prior to termination and except that Sections 3.3 (deposits), 10 (confidentiality), 11 (governing law and dispute resolution), and 12 (miscellaneous) shall survive termination.
8.3. This Agreement may also be terminated at any time prior to Closing by mutual written agreement of the Parties.
9. EXCLUSIVITY; CONDUCT PENDING CLOSING; JOINT VENTURE CONTINUITY
9.1. From the date of this Agreement until the earlier of Closing and termination of this Agreement, the Seller shall not, and shall procure that its affiliates and representatives do not, solicit, initiate, or engage in discussions or negotiations with any person other than the Purchaser and its affiliates with respect to the sale or transfer of the Sale Shares or any interest therein.
9.2. From the date of this Agreement until Closing, the Seller shall exercise its rights as a shareholder of the Company with a view to procuring that the Company carries on its business in the ordinary course consistent with past practice, and shall promptly notify the Purchaser of any matter of which the Seller becomes aware that constitutes a material adverse change in the business, assets, or financial condition of the Company.
9.3. The Parties acknowledge that, both before and after Closing, the Company will continue to operate under its existing shareholders agreement and governance arrangements with Mikeldi and under its existing technology licensing and technical assistance arrangements with the Maier group, and nothing in this Agreement transfers or modifies any right or obligation of Maier or Mikeldi. Following Closing, Mikeldi will continue to hold 49 percent of the equity share capital of the Company as a non controlling shareholder.
10. CONFIDENTIALITY; ANNOUNCEMENTS
10.1. Each Party shall keep confidential the terms of this Agreement and all information received from another Party in connection with it, except for disclosures required by applicable law or regulation, including the disclosure of this Agreement and its terms in, and the filing of this Agreement as an exhibit to, the offering statement and related filings of the Confirming Party with the United States Securities and Exchange Commission, which disclosures and filings each Party expressly authorizes, and disclosures to a Party's affiliates, directors, officers, employees, and professional advisers who need to know such information.
11. GOVERNING LAW; DISPUTE RESOLUTION
11.1. This Agreement is governed by, and shall be construed in accordance with, the laws of India.
11.2. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed jointly by the Parties or, failing agreement within 30 days, in accordance with that Act. The seat and venue of arbitration shall be New Delhi, India, and the language of the arbitration shall be English. The courts at New Delhi shall have exclusive supervisory jurisdiction.
12. MISCELLANEOUS
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12.1. Notices. Notices under this Agreement shall be in writing and delivered by hand, by registered post, or by email to the registered or principal office of the receiving Party stated in this Agreement, or to such other address as a Party notifies to the others, and shall be deemed given on delivery.
12.2. Entire Agreement; Amendment. This Agreement, together with the documents referred to herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes the Preliminary Offer Documents except as provided in Section 3.3. This Agreement may be amended only by a written instrument signed by each Party.
12.3. Assignment. No Party may assign its rights or obligations under this Agreement without the prior written consent of the other Parties.
12.4. Costs. Except as otherwise provided in this Agreement, each Party shall bear its own costs and expenses in connection with this Agreement. Stamp duty on the transfer of the Sale Shares shall be borne in accordance with applicable law.
12.5. Severability; Counterparts. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission, each of which shall be deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
UM AUTOCOMP PRIVATE LIMITED
/s/ Sushant Chhabra
Name and title: Sushant Chhabra, Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Director
TEJASCORE TECHSYSTEMS INC., as Confirming Party
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Chief Executive Officer
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EXTENSION OF LONG STOP DATE
under the Share Purchase Agreement dated July 16, 2026
relating to Alpha Maier Private Limited
This Extension of Long Stop Date (this "Extension") is entered into on July 30, 2026 by and among UM Autocomp Private Limited, Tejascore Techsystem Private Limited, and Tejascore Techsystems Inc., as confirming party, being the parties to the Share Purchase Agreement dated July 16, 2026 relating to 51 percent of the equity share capital of Alpha Maier Private Limited (the "Agreement"). Capitalized terms used and not defined in this Extension have the meanings given in the Agreement.
1. Pursuant to Section 8.1 of the Agreement, the Parties agree that the Long Stop Date is extended from August 31, 2026 to September 30, 2026.
2. Except as expressly amended by this Extension, the Agreement remains in full force and effect in accordance with its terms, and references in the Agreement to the Long Stop Date shall be read as references to September 30, 2026.
3. This Extension is governed by the laws of India and may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission.
IN WITNESS WHEREOF, the Parties have executed this Extension as of the date first written above.
UM AUTOCOMP PRIVATE LIMITED
/s/ Sushant Chhabra
Name and title: Sushant Chhabra, Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Director
TEJASCORE TECHSYSTEMS INC., as Confirming Party
/s/ Yogesh Choudhary
Name and title: Yogesh Choudhary, Chief Executive Officer
Exhibit 1A-6.5
SIDE LETTER OF CONFIRMATION AND UNDERTAKING
relating to the second tranche of the equity share capital of
MARELLI UM ELECTRONIC SYSTEMS PRIVATE LIMITED
Dated August 3, 2026
PARTIES
(1) UM AUTOMOTIVE PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U34100DL2021PTC390574, having its registered office at 806 Devika Tower, 6 Nehru Place, New Delhi 110019, India (the "Seller");
(2) TEJASCORE TECHSYSTEM PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with Corporate Identification Number U29300UP2025FTC239962, having its registered office at C-25, Sector 8, Noida, Gautam Buddha Nagar, Uttar Pradesh 201301, India (the "Purchaser"); and
(3) TEJASCORE TECHSYSTEMS INC., a corporation incorporated under the laws of the State of Wyoming, United States, having its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States, the sole shareholder of the Purchaser (the "Confirming Party", and together with the Seller and the Purchaser, the "Parties").
RECITALS
(A) Marelli UM Electronic Systems Private Limited, a private limited company incorporated under the laws of India, with Corporate Identity Number U31909HR2008PTC037712 (the "Company"), is an automotive electronics manufacturer operated as a joint venture. The Seller holds equity shares constituting 39.51 percent of the issued and paid up equity share capital of the Company, and Marelli Europe S.p.A. ("Marelli Europe") holds the remaining 60.49 percent.
(B) By a Share Purchase Agreement dated July 16, 2026 among the Seller, the Purchaser, and the Confirming Party (the "Initial SPA"), the Purchaser has agreed to acquire the Seller's 39.51 percent shareholding in the Company for consideration of US$16,830,000, subject to the terms and conditions set out therein (the completion of that acquisition, the "Initial Closing").
(C) By a Second Tranche Share Purchase Instrument dated July 16, 2026 among the Seller, the Purchaser, and the Confirming Party (the "Second Tranche Instrument" and, together with the Initial SPA, the "Instruments"), the Seller is bound to sell, and the Purchaser is bound to purchase, an additional 11.50 percent of the issued and paid up equity share capital of the Company, being the number of equity shares required so that, immediately following completion under the Second Tranche Instrument, the Purchaser holds a majority of the outstanding voting securities of the Company of approximately 51 percent (the "Second Tranche Shares"), for consideration of US$2,960,000, within six months of the Initial Closing.
(D) The Seller holds contractual rights entitling the Seller to acquire from Marelli Europe equity shares of the Company sufficient to enable the Seller to deliver the Second Tranche Shares (the "Sourcing Rights"). The Parties are entering into this letter so that the Seller confirms the Sourcing Rights and undertakes certain matters in support of the Instruments.
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1. CONFIRMATIONS OF THE SELLER
1.1. The Seller confirms to the Purchaser and the Confirming Party that: (a) the Sourcing Rights are valid, binding, and subsisting, are in full force and effect, and are enforceable by the Seller in accordance with their terms; (b) the Sourcing Rights entitle the Seller to acquire from Marelli Europe a number of equity shares of the Company sufficient to enable the Seller to deliver the Second Tranche Shares within the time required by the Second Tranche Instrument; (c) the Seller has not assigned, encumbered, waived, or agreed to amend the Sourcing Rights in any manner that would impair delivery of the Second Tranche Shares; and (d) to the Seller's knowledge, the restructuring proceedings under Chapter 11 of the United States Bankruptcy Code involving Marelli Holdings Co., Ltd., of which neither the Seller, nor Marelli Europe, nor the Company is a debtor, do not restrict the exercise of the Sourcing Rights or the transfer of the Second Tranche Shares.
2. UNDERTAKINGS OF THE SELLER
2.1. The Seller undertakes to the Purchaser and the Confirming Party that the Seller shall: (a) maintain the Sourcing Rights in full force and effect and not amend, waive, assign, or encumber them in any manner that would impair delivery of the Second Tranche Shares; (b) exercise the Sourcing Rights promptly following the Initial Closing, and in any event so that the Seller is the sole legal and beneficial owner of the Second Tranche Shares, free and clear of all encumbrances, in time to complete the sale of the Second Tranche Shares within six months of the Initial Closing in accordance with the Second Tranche Instrument; (c) procure, in accordance with the Instruments, that any right of first refusal or other transfer restriction under the joint venture arrangements or the articles of association of the Company applicable to the transfers contemplated by the Instruments is waived, satisfied, or expires unexercised; and (d) promptly notify the Purchaser and the Confirming Party in writing of any event, claim, or circumstance that would or would reasonably be expected to impair the Sourcing Rights or the Seller's ability to perform under the Instruments.
3. COSTS AND NO ADDITIONAL OBLIGATIONS
3.1. All costs, consideration, taxes, and expenses of or incidental to the Seller's acquisition of equity shares of the Company from Marelli Europe pursuant to the Sourcing Rights shall be borne solely by the Seller. Nothing in this letter requires the Purchaser or the Confirming Party to pay any amount to any person. The only amounts payable by the Purchaser in respect of the acquisition of shares of the Company are the consideration of US$16,830,000 under the Initial SPA and the consideration of US$2,960,000 under the Second Tranche Instrument, in each case payable only in accordance with the terms of the applicable Instrument and the milestone escrow arrangements with North Capital Private Securities Corporation described in the Instruments.
4. RELATIONSHIP TO THE INSTRUMENTS; PRIOR UNDERSTANDINGS
4.1. This letter is confirmatory and supportive of the Instruments. The Instruments constitute the entire agreement of the Parties with respect to the sale and purchase of the equity shares of the Company, including the second tranche, and nothing in this letter amends, supplements, or varies any term of either Instrument. In the event of any inconsistency between this letter and either Instrument, the Instrument shall prevail.
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4.2. Any memorandum of understanding, addendum, framework document, or other understanding or arrangement between any of the Parties relating to the subject matter of the Instruments and entered into prior to the date of this letter, including any addendum executed on or about July 31, 2026, is hereby terminated and superseded in its entirety, is of no further force or effect, and shall not be relied upon by any Party for any purpose. No such prior document shall prevail over, or be used to interpret, either Instrument or this letter.
5. GENERAL
5.1. Each Party consents to the disclosure of this letter and its terms in, and, if required by applicable law or requested by the United States Securities and Exchange Commission, the filing of this letter as an exhibit to, the offering statement and related filings of the Confirming Party with the United States Securities and Exchange Commission.
5.2. This letter shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or in connection with this letter shall be resolved in accordance with the dispute resolution provisions of the Second Tranche Instrument, which are incorporated into this letter by reference and apply to it with the necessary changes.
5.3. This letter may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission, each of which shall be deemed an original and all of which together constitute one and the same instrument. If any provision of this letter is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have executed this letter as of the date first written above.
UM AUTOMOTIVE PRIVATE LIMITED
Signature: /s/ Sushant Chhabra
Name: Sushant Chhabra
Title: Authorized Representative
TEJASCORE TECHSYSTEM PRIVATE LIMITED
Signature: /s/ Yogesh Choudhary
Name: Yogesh Choudhary
Title: Director
TEJASCORE TECHSYSTEMS INC.
Signature: /s/ Yogesh Choudhary
Name: Yogesh Choudhary
Title: Chief Executive Officer
Exhibit 1A-8
FORM OF AMENDED AND RESTATED ESCROW AGREEMENT
PARTIES
This Amended and Restated Escrow Agreement (this "Agreement") is entered into as of July 16, 2026 by and among:
(1) TEJASCORE TECHSYSTEMS INC., a Wyoming corporation, having its principal office at 1031 Ives Dairy Road #53, Suite 228, Miami, FL 33179, United States (the "Company");
(2) NORTH CAPITAL PRIVATE SECURITIES CORPORATION, a broker dealer registered with the United States Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority and the Securities Investor Protection Corporation, having its principal office at Midvale, Utah, United States (the "Escrow Agent"); and
(3) MR. YOGESH CHOUDHARY, the Chief Executive Officer of the Company, solely with respect to his obligations under Section 7.2 of this Agreement.
RECITALS
(A) The Company has filed with the United States Securities and Exchange Commission (the "Commission") an offering statement on Form 1-A under Tier 2 of Regulation A under the Securities Act of 1933, as amended, for the offering of up to 50,000,000 shares of its common stock, par value $0.0001 per share, at $1.00 per share, for maximum gross proceeds of $50,000,000 (the "Offering"), on a self underwritten, best efforts basis with no minimum offering amount, as described in the offering circular forming part of the offering statement, as amended and supplemented from time to time (the "Offering Circular").
(B) The Company and the Escrow Agent previously entered into an escrow agreement with respect to the Offering (the "Original Escrow Agreement"). The parties wish to amend and restate the Original Escrow Agreement in its entirety to reflect the final terms of the Offering, including the milestone based release conditions, the two tranche structure of the Marelli UM stage, and the investor consent and return of funds procedures described in the Offering Circular. This Agreement amends, restates, and supersedes the Original Escrow Agreement in its entirety.
(C) The Offering contemplates two acquisition stages: the acquisition of a 51 percent interest in Alpha Maier Private Limited (the "Alpha Maier Stage"), with a stage requirement of approximately US$8,210,000; and the acquisition of an interest in Marelli UM Electronic Systems Private Limited in two tranches, comprising an initial tranche of US$16,830,000 and a compulsory second tranche of US$2,960,000 (the "Marelli UM Stage"), with an aggregate stage requirement of US$19,790,000.
1. APPOINTMENT; ESCROW ACCOUNT
1.1. The Company appoints the Escrow Agent to act as escrow agent for subscription funds received in the Offering, and the Escrow Agent accepts such appointment, on the terms of this Agreement.
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1.2. The Escrow Agent shall establish and maintain a segregated, non interest bearing escrow account for the benefit of subscribers in the Offering, titled to identify the Escrow Agent's capacity as escrow agent for the Company (the "Escrow Account"). All subscription funds received shall be deposited into the Escrow Account promptly upon receipt and clearance and shall be held, administered, released, and returned only in accordance with this Agreement. Funds held in the Escrow Account are not the property of the Company and are not subject to the claims of the Company's creditors unless and until released to the Company in accordance with this Agreement.
2. DEPOSITS
2.1. Subscribers shall transmit subscription funds directly to the Escrow Agent by wire transfer or such other methods as the subscription agreement for the Offering permits. Neither the Company nor any of its officers or directors shall accept or hold subscriber funds, and any subscription funds received by the Company shall be promptly forwarded to the Escrow Agent unaltered.
2.2. No subscription funds shall be accepted into the Escrow Account prior to qualification of the offering statement by the Commission. Following qualification, the Escrow Agent may accept subscription funds on a rolling basis as subscriptions are received and accepted by the Company, without any minimum aggregate amount.
2.3. The Escrow Agent shall have no obligation to accept funds that do not clear, and may return to the remitter any funds that cannot be identified with a subscription or that do not satisfy the procedures established under Section 8.
3. RECORDS; STAGE ATTRIBUTION
3.1. The Escrow Agent shall maintain records of the Escrow Account identifying, for each subscriber, the name, address, amount received, and date of receipt, and shall provide the Company with periodic statements of the Escrow Account.
3.2. Escrowed funds shall be attributed to the acquisition stages in accordance with written instructions of the Company consistent with the use of proceeds described in the Offering Circular, under which amounts are attributed first toward the Alpha Maier Stage until its stage requirement is met, and thereafter toward the Marelli UM Stage until its aggregate stage requirement is met, with any amounts allocated to working capital and general corporate purposes identified in the applicable release instruction. Within the Marelli UM Stage, the Escrow Agent shall separately record the portion attributable to the compulsory second tranche of US$2,960,000 (the "Second Tranche Portion").
4. RELEASE TO THE COMPANY
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4.1. The Escrow Agent shall release escrowed funds to the Company with respect to an acquisition stage only upon receipt of a written instruction of the Company, executed by its Chief Executive Officer or Chief Financial Officer, certifying that the following conditions are satisfied with respect to that stage: (i) execution and effectiveness of the definitive purchase agreement for the applicable stage; (ii) satisfaction or waiver of the closing conditions under that agreement; and (iii) receipt of required regulatory and corporate approvals, including applicable Indian foreign investment reporting; and upon the Escrow Agent's confirmation from its records that (iv) escrowed amounts for the stage have reached the applicable stage requirement, being approximately US$8,210,000 for the Alpha Maier Stage and, for the Marelli UM Stage, US$16,830,000 for the initial tranche and US$2,960,000 for the compulsory second tranche, in each case released against the applicable tranche closing. The release instruction shall specify the amounts to be released, including any amounts allocated to working capital and general corporate purposes consistent with the Offering Circular, and the accounts to which they are to be paid.
4.2. Notwithstanding Section 4.1, the Second Tranche Portion shall be held in the Escrow Account from the time the second tranche requirement is met and shall be released only against completion of the second tranche closing under the second tranche share purchase instrument, upon a written instruction of the Company certifying such completion or certifying that completion will occur concurrently with and against such release.
4.3. The Escrow Agent shall be entitled to rely conclusively on any instruction or certificate delivered under this Section 4 that it reasonably believes to be genuine and to have been signed by an authorized officer of the Company, and shall have no duty to investigate the accuracy of the matters certified.
5. RETURN OF FUNDS TO SUBSCRIBERS
5.1. The Escrow Agent shall return escrowed funds to subscribers, in each case without deduction and without interest, upon receipt of a written instruction of the Company identifying the subscribers and amounts concerned and certifying the applicable basis for return, being one of the following: (a) rejection by the Company of a subscription, in whole or in part; (b) with respect to an acquisition stage that will not proceed, completion of the investor notice and consent procedures described in the Offering Circular, under which each affected subscriber had 20 business days to make an affirmative election and either declined or did not respond, it being agreed that silence or failure to respond shall never be treated as consent; (c) failure of the Marelli UM Stage funding threshold to be met by the end of the offering period, with respect to amounts attributable to that stage; or (d) termination of the Offering, including termination upon the failure of both acquisition stages to proceed, with respect to all remaining escrowed funds.
5.2. Where a subscriber has affirmatively consented, in accordance with the procedures described in the Offering Circular, to the application of the subscriber's attributable funds to an alternative corporate purpose enumerated in the Offering Circular, the Escrow Agent shall release such funds to the Company upon a written instruction of the Company certifying such consent and the purpose to which the funds will be applied. Escrowed funds shall not be released for the acquisition of any company not identified by name in the Offering Circular.
5.3. The Company shall be solely responsible for the cancellation on its stockholder records of shares attributable to returned funds, as described in the Offering Circular and the subscription agreement, and the Escrow Agent shall have no duty with respect to the issuance, transfer, or cancellation of securities.
6. NO INVESTMENT; NO INTEREST
6.1. Escrowed funds shall be held in the non interest bearing Escrow Account and shall not be invested. No interest or other earnings shall accrue or be payable to the Company or to subscribers, and all returns of funds shall be made without deduction and without interest.
7. COMPENSATION; INDEMNIFICATION
7.1. The Escrow Agent shall be compensated for its services under this Agreement in accordance with the fee schedule separately agreed with it.
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7.2. All fees and charges of the Escrow Agent under this Agreement shall be borne and paid personally by Mr. Yogesh Choudhary, and shall not be charged to the Company, to subscribers, or against the Escrow Account. Mr. Choudhary, by his execution of this Agreement, undertakes to the Escrow Agent to pay such fees and charges as they become due.
7.3. The Company shall indemnify and hold harmless the Escrow Agent and its directors, officers, employees, and agents from and against any losses, claims, damages, liabilities, and reasonable expenses arising out of or in connection with the performance of this Agreement, except to the extent resulting from the Escrow Agent's gross negligence, willful misconduct, or bad faith. No indemnification payment shall be made from the Escrow Account.
7.4. The duties of the Escrow Agent under this Agreement are ministerial in nature. The Escrow Agent is not a party to, and is not bound by, the Offering Circular, the subscription agreements, the purchase agreements, or any other agreement between the Company and any other person, and shall not be responsible for determining whether any condition described in any such document has been satisfied except as expressly provided in Section 4. The Escrow Agent shall not be liable for any action taken or omitted in good faith and reasonably believed to be authorized by this Agreement.
8. ANTI MONEY LAUNDERING; SUBSCRIBER PROCEDURES
8.1. The Escrow Agent may establish and apply procedures relating to anti money laundering, know your customer, sanctions screening, and source of funds verification with respect to subscribers and subscription funds, and may decline, hold, or return funds pending completion of such procedures. The Company shall cooperate with the Escrow Agent and shall procure the cooperation of subscribers, including through the representations and information requirements of the subscription agreement.
9. TERM; RESIGNATION; SUCCESSOR
9.1. This Agreement shall remain in effect until the later of the termination of the Offering and the final release or return of all funds held in the Escrow Account, whereupon it shall terminate automatically, except for Sections 7 and 10, which shall survive.
9.2. The Escrow Agent may resign upon not less than 30 days written notice to the Company, and the Company may replace the Escrow Agent upon not less than 30 days written notice to the Escrow Agent, in each case provided that a successor escrow agent has been appointed and has accepted appointment on substantially the terms of this Agreement, and all funds in the Escrow Account have been transferred to the successor. Any successor escrow agent shall be a bank, trust company, or registered broker dealer eligible to act as escrow agent for the Offering under applicable law.
10. GENERAL PROVISIONS
10.1. Notices. Notices under this Agreement shall be in writing and delivered by hand, by nationally recognized overnight courier, or by email to the offices of the parties stated in this Agreement, or to such other address as a party notifies to the others, and shall be deemed given on delivery.
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10.2. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Utah, without regard to conflicts of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Salt Lake County, Utah for any action arising out of or relating to this Agreement, except that nothing in this Section limits any rights or obligations under the federal securities laws or the forum in which claims under the federal securities laws may be brought.
10.3. Entire Agreement; Amendment. This Agreement constitutes the entire agreement of the parties with respect to the escrow arrangements for the Offering and supersedes the Original Escrow Agreement and all prior agreements and understandings with respect thereto. This Agreement may be amended only by a written instrument signed by each party.
10.4. Compliance. The parties intend that the escrow arrangements under this Agreement comply with applicable law, including, to the extent applicable, Rule 15c2-4 under the Securities Exchange Act of 1934, as amended.
10.5. Severability; Counterparts. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, including by electronic signature and exchange of executed copies by electronic transmission, each of which shall be deemed an original.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of its execution.
TEJASCORE TECHSYSTEMS INC.
Signature: ______________________________
Name and title: Yogesh Choudhary, Chief Executive Officer
NORTH CAPITAL PRIVATE SECURITIES CORPORATION, as Escrow Agent
Signature: ______________________________
Name and title: Authorised Signatory
MR. YOGESH CHOUDHARY, solely with respect to Section 7.2
Signature: ______________________________
Yogesh Choudhary, in his individual capacity
Exhibit 1A-11
CONSENT OF INDEPENDENT AUDITOR
I hereby consent to the use in Amendment No. 3 to the offering statement on Form 1-A of Tejascore Techsystems Inc. (the "Company"), and in the offering circular forming a part thereof, of the following reports, each appearing in such offering circular:
1. My report dated August 3, 2026 relating to the financial statements of Tejascore Techsystems Inc. as of March 31, 2026 and for the period from inception (October 28, 2025) to March 31, 2026;
2. My report dated August 3, 2026 relating to the financial statements of Alpha Maier Private Limited as of March 31, 2026 and March 31, 2025 and for the years then ended; and
3. My report dated August 3, 2026 relating to the financial statements of Marelli UM Electronic Systems Private Limited as of December 31, 2025 and December 31, 2024 and for the years then ended, which report includes a section titled Material Uncertainty Related to Going Concern.
I also consent to the references to me under the heading "Experts" in such offering circular.
/s/ Crystal Arthur, CPA
Crystal Arthur, CPA
Certified Public Accountant
Indiana License No. CP11500183
August 3, 2026
Exhibit 1A-12
EDRIS J. SCARBROUGH, ESQ.
Attorney at Law
Admitted in the State of New Hampshire
August 3, 2026
Board of Directors
Tejascore Techsystems Inc.
1031 Ives Dairy Road #53, Suite 228
Miami, FL 33179
Re: Offering Statement on Form 1-A, as amended (Amendment No. 3)
Ladies and Gentlemen:
I have acted as counsel to Tejascore Techsystems Inc., a Wyoming corporation (the "Company"), in connection with the offering statement on Form 1-A, as amended through Amendment No. 3 (the "Offering Statement"), filed by the Company with the United States Securities and Exchange Commission (the "Commission") pursuant to Tier 2 of Regulation A under the Securities Act of 1933, as amended (the "Securities Act"), relating to the offering by the Company of up to 50,000,000 shares of its common stock, par value $0.0001 per share (the "Shares"), at a price of $1.00 per share, as described in the offering circular forming a part of the Offering Statement (the "Offering Circular").
In rendering the opinion set forth below, I have examined and relied upon: (i) the Offering Statement and the Offering Circular; (ii) the Articles of Incorporation of the Company; (iii) the Bylaws of the Company; (iv) resolutions of the Board of Directors of the Company authorizing the offering and the issuance of the Shares; (v) the form of subscription agreement for the offering filed as Exhibit 1A-4 to the Offering Statement (the "Subscription Agreement"); and (vi) such certificates of officers of the Company and of public officials, and such other documents and records, as I have deemed necessary or appropriate as a basis for the opinion set forth below.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as copies, and the authenticity of the originals of such copies. As to matters of fact material to this opinion, I have relied upon certificates and statements of officers of the Company and of public officials, without independent verification.
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth below, I am of the opinion that the Shares have been duly authorized and, when issued and sold by the Company in the manner described in the Offering Statement and the Offering Circular and pursuant to duly accepted subscriptions under the Subscription Agreement, against payment of the purchase price therefor in accordance with the Subscription Agreement and the escrow arrangements described in the Offering Circular, and following qualification of the Offering Statement by the Commission, the Shares will be validly issued, fully paid, and non-assessable.
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The opinion expressed above is limited to the Wyoming Business Corporation Act, including the applicable provisions of the Wyoming Constitution and reported judicial decisions interpreting those laws, and I express no opinion with respect to the laws of any other jurisdiction or with respect to any federal or state securities laws, including the securities or blue sky laws of any state. Although I am not admitted to practice in the State of Wyoming, I am generally familiar with the Wyoming Business Corporation Act as currently in effect and have made such inquiries as I have deemed necessary to render the opinion expressed above.
This opinion is rendered as of the date hereof and speaks only as of such date. I assume no obligation to advise the Company, or any other person, of any change in law or fact that may occur after the date hereof, even if the change would affect the legal analysis or conclusion in this opinion.
I hereby consent to the filing of this opinion as Exhibit 1A-12 to the Offering Statement and to the reference to me under the caption "Legal Matters" in the Offering Circular. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Edris J. Scarbrough
Edris J. Scarbrough, Esq.
Attorney at Law