Slide 1: TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Poor Governance
TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Lack of Transparency, Poor Corporate Governance and Poor Board Quality © 2024 Wynnefield Capital, Inc. All rights reserved. VOTE THE BLUE PROXY CARD www.rebuildTPCScredibility.com
Slide 2: Disclaimer
Disclaimer This presentation (the “Presentation”) is for discussion and general informational purposes only . It does not have regard to the specific investment objective, financial situation, suitability, or the particular need of any specific person who may receive this Presentation and should not
Slide 3: Table of Contents
Table of Contents » Executive Summary 4 » Stadco Acquisition Represents Serious Capital Misallocation and an Abject Failure 13 » Failed M&A Process Led to Significant Stockholder Dilution 15 » Total Stockholder Returns are Abysmal 18 » Board Quality is a Critical Issue 20 » Poor Corporate Governance
Slide 4: Executive Summary
Executive Summary VOTE THE BLUE PROXY CARD 4
Slide 5: Wynnefield Asks For Your Support: Vote For Independent Board Nominees
VOTE THE BLUE PROXY CARD Wynnefield Asks For Your Support VOTE FOR Independent Board Nominees General Victor Renuart and Robert Straus » FOR electing NEW INDEPENDENT VOICES to give stockholders the ability to express concerns and objectives, and to effectuate change, » FOR electing directors that ar
Slide 6: Major Reasons Why Incumbent Directors Must be Held Accountable
VOTE THE BLUE PROXY CARD Major Reasons Why Incumbent Directors Must be Held Accountable As discussed in more detail in the Group’s definitive proxy statement, the Group seeks the election of General Renuart and Mr . Straus with the belief that incumbent directors should be held accountable for the f
Slide 7: Board Quality is a Critical Issue: Wynnefield's Nominees
TechPrecision Board Quality is a Critical Issue Wynnefield Believes Its Board Nominees Represent New, Independent Voices for ALL Stockholders VOTE THE BLUE PROXY CARD Wynnefield believes its Board nominees have relevant experience and are independent to serve ALL shareholders . Highly skilled nomine
Slide 8: The Group's Voting Intention and Recommendations to Fellow Stockholders
The Group’s Voting Intention and Recommendations to Fellow Stockholders VOTE THE BLUE PROXY CARD Wynnefield has lost confidence in the entire Board. The Group intends to vote our shares as follows: » FOR the election of four - star General Renuart and Mr. Straus, » WITHHOLD on the election of the tw
Slide 9: Wynnefield Capital Overview
Wynnefield Capital Overview » Wynnefield employs an equity small - cap value special situations strategy with identifiable catalysts . » The investment team seeks out under - followed, misunderstood and undervalued companies which lead to the largest pricing inefficiencies and opportunities in the p
Slide 10: Wynnefield Overview
Wynnefield Overview Wynnefield has a history of introducing highly - qualified director nominees for its portfolio company boards . » Wynnefield has a high bar to engage in a public activist proxy fight and we must feel compelled to act . In fact, Wynnefield had only one recent proxy fight that resu
Slide 11: TechPrecision Overview
TechPrecision Overview Company Overview » TechPrecision was founded in February 2006 after the acquisition of Ranor, Inc. (“Ranor”), which together with its predecessors has operated since 1956. Stadco was acquired in August 2021. » The Company’s shares trade under the ticker symbol “TPCS” and have
Slide 12: TechPrecision's Financial Performance Has Materially Deteriorated
TechPrecision’s Financial Performance Has Materially Deteriorated Over the Past Three Years Wynnefield’s view: TechPrecision attempted to mask poor operating performance and bad Board oversight that resulted in materially deteriorated f in ancials with the aspirational, large Votaw acquisition, whil
Slide 13: The Stadco Acquisition Represents Serious Capital Misallocation
VOTE THE BLUE PROXY CARD The Stadco Acquisition Represents Serious Capital Misallocation and an Abject Failure 13
Slide 14: Stadco Acquisition Represents Serious Capital Misallocation and an Abject Failure
VOTE THE BLUE PROXY CARD Wynnefield Believes Stadco Acquisition Represents Serious Capital Misallocation and an Abject Failure Incumbent Directors Must be Held Accountable The Company paid for Stadco a total purchase price of $ 10 . 2 million, which then generated operating losses totaling $ 8 . 3 m
Slide 15: Failed Votaw M&A Process Led to Significant Stockholder Dilution
VOTE THE BLUE PROXY CARD Failed Votaw M&A Process Led to Significant Stockholder Dilution 15
Slide 16: Failed Votaw M&A Debacle Led to Significant Stockholder Dilution
VOTE THE BLUE PROXY CARD Wynnefield Believes the Failed Votaw M&A Debacle Led to Significant Stockholder Dilution On April 8 , 2024 , the Company announced the termination of its proposed acquisition of Votaw . It was unclear to us how the Company, with limited financial resources and who was alread
Slide 17: No Details on How to Fund Votaw Purchase
No Details on How to Fund Votaw Purchase and TechPrecision Even Had to Borrow to Pay for Advisory Fees VOTE THE BLUE PROXY CARD It is clear to Wynnefield that the incumbent Board was committed to the failed Votaw purchase but was NOT committed to communicating the details to stockholders . » No Ment
Slide 18: Total Stockholder Returns are Abysmal
VOTE THE BLUE PROXY CARD Total Stockholder Returns are Abysmal 18
Slide 19: New Independent Voices Are Needed to Reverse Stockholder Losses
VOTE THE BLUE PROXY CARD Wynnefield Believes New Independent Voices Are Needed to Reverse Stockholder Losses TPCS: 1 - year return of - 53.2 ; Relative Performance of - 57.2% TPCS: 3 - year return of - 31.2 ; Relative Performance of - 9.0% TPCS: 5 - year return of - 37.7 ; Relative Performance of -
Slide 20: Board Quality is a Critical Issue
VOTE THE BLUE PROXY CARD Board Quality is a Critical Issue 20
Slide 21: Board Quality is a Critical Issue and No Confidence in Existing Board
VOTE THE BLUE PROXY CARD Wynnefield Believes Board Quality is a Critical Issue and Has No Confidence in Existing Board Members TechPrecision’s current Board members have no prior defense industry experience and as will be illustrated, Wynnefield is con cer ned that incumbent director biographies lac
Slide 22: Incumbent Directors Accountable For Bad Decisions and Poor Oversight
VOTE THE BLUE PROXY CARD TechPrecision’s Board Quality is a Critical Issue Wynnefield Holds Incumbent Directors Accountable For Bad Decisions and Poor Oversight 22 2024 TPCS Board Nominees Richard S. McGowan Robert A. Crisafulli Andrew A. Levy TPCS Board positions Chair of the Board Chair - Audit Co
Slide 23: Incumbent Directors Accountable For Bad Decisions and Poor Oversight (continued)
23 VOTE THE BLUE PROXY CARD TechPrecision’s Board Quality is a Critical Issue Wynnefield Holds Incumbent Directors Accountable For Bad Decisions and Poor Oversight 2024 TPCS Board Nominees Walter M. Schenker Alexander Shen John A. Moore TPCS Board positions Chair - N&G Committee CEO New Nominee Memb
Slide 24: Board Nominees Represent New, Independent Voices for ALL Stockholders
VOTE THE BLUE PROXY CARD 24 TechPrecision Board Quality is a Critical Issue Wynnefield Believes Its Board Nominees Represent New, Independent Voices for ALL Stockholders Wynnefield believes its Board nominees have relevant experience and are independent to serve ALL shareholders . Highly skilled nom
Slide 25: Poor Corporate Governance Structure Reflects on Entrenched Board
VOTE THE BLUE PROXY CARD Poor Corporate Governance Structure Reflects on Entrenched Board of Directors 25
Slide 26: Poor Corporate Governance Structure Reflects on Entrenched Board
VOTE THE BLUE PROXY CARD Wynnefield Believes the Poor Corporate Governance Structure Reflects on Entrenched Board Wynnefield Believes New Independent Voices are Needed on the Board to Improve the Company’s Corporate Governance Practices an d T hat the Best Accepted Practices Serve Stockholders Bette
Slide 27: Ineffective Internal Controls, Late Filings and Going Concern
Poor Corporate Governance Structure Reflects on Entrenched Board VOTE THE BLUE PROXY CARD Wynnefield Believes New Independent Voices are Needed on the Board to Improve the Company’s Corporate Governance Practices as the Best Accepted Practices Serve Stockholders Better, Attract Prospective Investors
Slide 28: Poor Compensation Policy
Poor Corporate Governance Structure Reflects on Entrenched Board VOTE THE BLUE PROXY CARD Wynnefield Believes New Independent Voices are Needed on the Board to Improve the Company’s Corporate Governance Practices as the Best Accepted Practices Serve Stockholders Better, Attract Prospective Investors
Slide 29: Lack of Transparency
VOTE THE BLUE PROXY CARD Lack of Transparency 29
Slide 30: Lack of Transparency Reflects on Entrenched Board
VOTE THE BLUE PROXY CARD Lack of Transparency Reflects on Entrenched Board Wynnefield Believes New Independent Voices are Needed on the Board to Improve the Company’s Corporate Governance Practices as the Best Accepted Practices Serve Stockholders Better, Attract Prospective Investors and Create Inc
Slide 31: Lack of Transparency and Unfriendly Stockholder Treatment
Lack of Transparency and Unfriendly Stockholder Treatment Board rejects Wynnefield for months . » November 29 , 2023 : TechPrecision announced it had entered into a stock purchase agreement to acquire all the outstanding shares of Votaw for a total purchase price of $ 110 million, which included a c
Slide 32: Defensive Board Expansion Does Not Hold Incumbent Directors Accountable
VOTE THE BLUE PROXY CARD Defensive Board Expansion to Add One New Nominee Does Not Hold Incumbent Directors Accountable Too Little, Too Late 32
Slide 33: Board Expansion to Add One Nominee: Too Little, Too Late
VOTE THE BLUE PROXY CARD Board Expansion to Add One New Nominee Does Not Hold Incumbent Directors Accountable Too Little, Too Late Wynnefield’s view: » We attempted to articulate on the prior slides that we believe a lot has gone wrong at TechPrecision. » Wynnefield only pursues a proxy fight when p
Slide 34: Conclusion
VOTE THE BLUE PROXY CARD Conclusion 34
Slide 35: Wynnefield Asks For Your Support: Vote For Independent Board Nominees
VOTE THE BLUE PROXY CARD Wynnefield Asks For Your Support VOTE FOR Independent Board Nominees General Victor Renuart and Robert Straus » FOR electing NEW INDEPENDENT VOICES to give stockholders the ability to express concerns and objectives, and to effectuate change, » FOR electing directors that ar
Slide 36: The Group's Voting Intention
The Group’s Voting Intention VOTE THE BLUE PROXY CARD Wynnefield has lost confidence in the entire Board. The Group intends to vote our shares as follows: » FOR the election of four - star General Renuart and Mr. Straus, » WITHHOLD on the election of the two (2) opposed Company nominees, Mr. Richard
Slide 37: TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Poor Governance
TechPrecision: A Case of Deteriorated Financial Performance, M&A Debacles, Lack of Transparency, Poor Corporate Governance and Poor Board Quality © 2024 Wynnefield Capital, Inc. All rights reserved. VOTE THE BLUE PROXY CARD 37 www.rebuildTPCScredibility.com