Bonfiglioli Transmissions Limited

This section provides an overview of the industry context, primarily drawing from a Frost & Sullivan report on Power Transmission Products across various sectors. It discusses the global macroeconomic outlook, including projections for global GDP growth and the expected recovery of growth rates. The text emphasizes a significant shift in the global manufacturing landscape, moving production and sourcing away from China and Europe towards alternative locations. India is highlighted as a key beneficiary of this diversification due to its engineering capabilities, workforce, and supportive policy environment. Furthermore, it details the government's initiatives aimed at boosting domestic manufacturing capacity and integrating India into global value chains.

The text discusses the strengthening of India's manufacturing ecosystem through various Union Budget measures, including support for sectors like semiconductors, chemicals, textiles, and infrastructure equipment. It highlights India's cost competitiveness and the expected demand from a growing domestic market driven by rising incomes and urbanization. Furthermore, the text covers the development of skilled workforces and the expected adoption of advanced technologies like automation to boost productivity. It also details improvements in infrastructure and logistics connectivity, alongside opportunities for export-oriented manufacturing through international trade agreements. The latter part of the text shifts to an overview of the global industrial gearbox market, segmenting it by product type and showing growth projections for various gearbox types.

The market analysis covers various aspects of industrial gearboxes and gear motors across different regions and segments. The APAC region is highlighted as the fastest-growing area, expanding at a 7.4% CAGR, driven by investments in process industries and infrastructure in India and Southeast Asia. Certain industries like Metals (Steel) and Cement are dominant, accounting for over 30% of total demand by 2030. The market is segmented by demand type, with new installation demand being strong in Asia-Pacific and China, while replacement demand is larger in developed economies. Furthermore, the market is shifting towards emerging, automation-intensive growth hubs in Asia, with China and APAC expected to account for over half of global demand by 2030.

The market analysis highlights several trends across various industrial sectors, including steady growth in chemicals and pharmaceuticals driven by automation and safety standards. Traditional segments like mining and textiles show stable demand for rugged gear motors due to replacement needs. Emerging areas like robotics and biogas are poised for significant growth. The global market is split between new installations and replacement demand, with new demand accelerating due to automation and renewable energy projects. Furthermore, the aftermarket for gear motors is expanding due to high usage intensity and the need for quick turnaround services.

The Indian industrial gearbox market is segmented by end-user industries, with core process industries like cement, steel, and sugar forming a dominant demand base. Growth is also observed in high-performance segments such as defense and ports & shipbuilding, which require precision and reliability. The market is evolving due to a dual dynamic of new capacity creation and modernization projects. Key growth drivers include manufacturing expansion, the adoption of Industry 4.0 automation, localization efforts, renewable energy expansion, and infrastructure build-out. However, the market faces challenges such as price competition, technological gaps against global peers, volatile raw material costs, and a shift towards more compact gear motors.

The market for industrial gear motors is experiencing sustained growth driven by manufacturing expansion and automation adoption. Demand is being fueled by the shift towards smart manufacturing, which relies on compact, high-torque gear motors, particularly in robotics and logistics. Key growth areas include intralogistics, warehouse automation, packaging, and the food and beverage sector. Furthermore, there is a push for energy efficiency through mandates and a localization trend where global players are assembling components locally.

The global off-highway mobility solutions (drives) market is driven by high equipment utilization, replacement cycles, and OEM demand for rugged drivetrain systems. The market is segmented by various product types, including propulsion, rotational/position, load handling, and material processing drives. Key growth drivers include infrastructure expansion, the shift towards Ready-Mix Concrete (RMC), pavement modernization, and mechanization in agriculture. While the market faces threats from cyclicality and competition from low-cost manufacturers, the long-term trend points towards electrification and the need for suppliers to maintain high reliability.

The Indian off-highway drives market is experiencing acceleration driven by a strong infrastructure cycle, expanding mining activity, and rising mechanization across agriculture and material handling. Key trends include an infrastructure supercycle, a shift towards electrification, localization of drivetrain components, and a move towards high-efficiency, low-maintenance drives. The market is segmented by various end-user segments, with growth expected across construction, mining, agriculture, and material handling equipment. While OEMs are transitioning to more efficient and locally sourced drive architectures, the market faces challenges such as fragmented OEM demand and intense competition from low-cost Asian suppliers.

Bonfiglioli is identified as a key supplier in the Off-Highway Mobility sector, providing gearbox solutions that cover a wide torque range for various off-highway equipment. The analysis also covers the global wind energy market, noting the increasing demand for high-reliability drive systems due to the expansion of wind turbines. Key trends in the wind sector include a shift towards larger turbines, the need for extreme reliability in offshore projects, and the importance of R&D for competitiveness. Furthermore, the market is influenced by various factors such as supply chain localization, policy pushes, and cost pressures from OEMs.

The market for wind turbine drives is highly concentrated, with the top three players accounting for approximately 43% of the total market share, indicating significant entry barriers. Bonfiglioli is identified as a leader with broad platform coverage and early OEM integration, while NGC Group holds a selective position across key OEM programs, and Comer operates as a niche player focused on yaw and pitch drives. The market is expanding due to the growth of the wind sector, driven by increasing demand for high-precision drive systems to support larger turbines and new offshore developments. Key trends include a push for domestic manufacturing, a shift towards higher-torque drive systems, and the adoption of digital monitoring in drive systems.

The issuer intends to strengthen its Industry & Automation vertical by expanding its presence across end-user industries where capacity expansion and modernization are anticipated between Fiscal 2025 and Fiscal 2030. This growth is supported by a manufacturing upcycle, localization initiatives, and energy efficiency mandates driving the industrial and automation solutions market in India. Key trends include a shift towards integrated electro-mechanical powertrains, the adoption of high-efficiency and electrified designs, software-defined motion for higher precision, and the development of new designs driven by renewable energy transitions.

The off-highway mobility drives segment in India is characterized by a competitive landscape where global drivetrain specialists dominate. This competition includes domestic and regional manufacturers who compete by offering cost-effective designs, customization, and quick turnaround times suitable for Indian duty conditions. Specific players mentioned include Bonfiglioli, Comer Industries, Dana, SUNGBO, and PMP Drive Systems. Furthermore, the wind drives market is led by global players like ZF Wind Power, Bonfiglioli, and Liebherr, who leverage advanced planetary technologies and strong relationships with turbine OEMs.

This section provides financial analysis metrics for several entities, including Timken India Limited, Bonfiglioli Transmissions Limited, and others, across different reporting periods. The data includes metrics such as inventory days, payable days, receivable days, revenue from operations, EBITDA, PAT, and various margins. The data is presented for different years and six-month periods, detailing performance across various industry segments like Industry & Automation, Mobility, Wind, and Others.

This section presents key financial metrics for three different entities: Bonfiglioli Transmissions Limited, Flender Drives Private Limited, and Comer Industries India Private Limited, across various reporting periods. The data includes metrics such as EBITDA, PAT, Net Debt, cash conversion cycle days, fixed asset turnover ratios, return on equity (ROE), and return on capital employed (ROCE). The data is segmented by industry, including Automation, Mobility, and Wind sectors, and shows performance metrics for different reporting years.

Bonfiglioli Transmissions Limited is described as one of India’s largest technology-led provider of mechanical and electro-mechanical power transmissions and industrial drive solutions by revenue for the six months ended June 30, 2026. The company manufactures a wide range of mission-critical and highly precision engineered gear motors, gearboxes, and drive systems for various end-user markets. The company's reputation is built on the Bonfiglioli brand, which has a nearly 70-year worldwide presence, established in India through over 25 years of operations. The corporate promoter, Bonfiglioli S.p.A., is noted as one of the largest technologically advanced players globally in the industry with consolidated revenues of Euro 1,172.94 million for the year ended December 31, 2025. The company focuses on developing, manufacturing, and distributing gearboxes and drive systems for industrial processes, automation, off-highway mobility solutions, and renewable energy applications.

The company operates in the Industry & Automation, Off-Highway Mobility, and Wind industries, providing a portfolio of gear motors, gearboxes, electric motors, variable frequency drives, servo motors, and precision drives for robotics and automation solutions. The product portfolio includes helical, bevel, planetary, and worm gearboxes, as well as various drives such as swing, track, drum and skip/mixer, wheel and auger/conveyor, cutter and hoist, and yaw and pitch drives. The company has established strong relationships with key customers and maintains a significant presence in the Indian market through its sales network and manufacturing capabilities.

The company's current capabilities cover the design, manufacturing, and supply of products ranging from motion control to power drives, including gearboxes, gear motors, inverter controls, servo motors, and various accessories. They offer complete power and control solutions for battery swapping applications in electric vehicles, facilitating different movement functions. The company has strengthened its position in the Off-Highway Mobility and Wind Industries through co-engineering and customization services tailored for the Indian market, such as developing drives for large wind turbines and indigenous agricultural harvesters. The company manufactures a wide range of mission-critical gear motors and drive systems across diverse end-user markets. Furthermore, the company benefits from its established parentage, which is one of the largest players globally in mechanical and electro-mechanical power transmissions, and leverages global R&D capabilities through its India R&D Centre.

The company provides after-sales services to customers across all its product verticals, utilizing an in-house team of 15 service engineers and a network of 13 service facilities, totaling 30 service engineers, aiming to resolve customer queries within the next working day. The company operates state-of-the-art manufacturing infrastructure adhering to Industry 4.0 principles, supported by an efficient and localized supply chain network. Manufacturing facilities are located in India, with two in Tamil Nadu and one in Maharashtra. The manufacturing units are specialized, with one unit producing products for the Off-Highway Mobility and Wind Industries, and the other two producing products for the Industry & Automation vertical. The manufacturing operations are vertically integrated, encompassing machining, gear cutting, heat treatment, and final assembly, with digitalization processes focused on data transparency and real-time monitoring.

The company predominantly manufactures low-medium duty gear motors and certain higher torque capacity gearboxes across various industrial verticals. The products cover a wide range of torque and power capacities, including those for mining, construction, and various material handling applications. The company serves numerous customers across sectors such as material handling, chemicals, food & beverages, metal processing, and textiles. Furthermore, the company supplies drives for off-highway mobility OEMs, and has established itself as a domestic manufacturer in the wind-turbine pitch and yaw drives market.

The company manufactures yaw and pitch drives for wind turbines, with capacities ranging from 225 kW to 5 MW, and has proven capabilities in designing, manufacturing, and supplying fully integrated systems at scale. The company has developed product improvements over generations, including a patented ring nut design for its current third-generation yaw and pitch drive. They engage in a product co-engineering process with customers, where intellectual property for co-engineered products remains with the Bonfiglioli Group. The company supplies products to OEMs across India and internationally, with a majority of customers based in India, though some industry & automation customers are located in China, Germany, Brazil, and Australia.

The company engages with its dealers on one-year terms with successive one-year renewals, unless terminated by either party with two months' notice. The company benefits from the global research and development network of BSPA, which includes seven R&D centers across India, Italy, Germany, and China, undertaking end-to-end product development. A portion of the company's IT-related and R&D functions was transferred to a newly incorporated entity under the Bonfiglioli Group during the year ended December 31, 2024, and the India R&D Center is located in Chennai, Tamil Nadu. The company benefits from proximity to the India R&D Center in Chennai, which facilitates collaboration and efficiency across the product development process, allowing for quick feasibility assessments and addressing production challenges early. The company's manufacturing facilities include units in Tamil Nadu (Thirumudivakkam and Mannur) and one in Maharashtra (Talegaon).

The company focuses on precision measurement and testing equipment, including coordinate measuring machines and gear testers, which involve 3D probes and digital reporting. The company emphasizes a multi-dimensional approach to quality assurance covering incoming material, machining, and assembly stages. For after-sales service, the company utilizes both in-house engineers and authorized third-party facilities, aiming for quick response times. The company maintains a diversified base of domestic suppliers across India to support its localization strategy, sourcing components like iron, aluminum, and gears. Furthermore, the company has implemented various Environmental, Social, and Governance (ESG) initiatives and has established social projects in India.

This section primarily outlines the various Indian laws and regulations applicable to the company's business and operations. It details numerous acts and rules concerning standards, quality control, explosives, petroleum, weights and measures, environmental protection, and intellectual property. The text emphasizes that these laws are subject to change and that the company must adhere to them. It also mentions specific requirements related to obtaining licenses, ensuring product conformity, and managing various risks associated with trade and industry.

This section primarily details the regulatory framework governing the company's operations in India, covering various SEBI regulations, labour laws, and other applicable laws. It outlines compliance requirements related to securities markets, insider trading, fraudulent practices, and the issuance of capital. Furthermore, it discusses the laws concerning shops and establishments, the employment of workers, and the consolidation of various central labour statutes into four new Labour Codes. The company is also subject to general provisions of the Companies Act, the Contract Act, the Competition Act, the Consumer Protection Act, and the Income Tax Act.

The company's history began with its incorporation in Chennai, Tamil Nadu, in 1998, followed by several name and conversion changes leading up to its current public status. The company has undergone significant amendments to its Memorandum of Association regarding share capital over the last decade. Key business milestones include the commencement of manufacturing and exports in 2000, the inauguration of new facilities in 2011 and 2023, and numerous industry awards between 2020 and 2026. Furthermore, the company has engaged in significant corporate restructuring, including a scheme of arrangement for a demerger and business transfers with other entities.

The company states that as of the date of this Red Herring Prospectus, there are no subsidiaries or associates, implying that all common pursuits, business interests, related business transactions, and accumulated profits or losses are not applicable to the company.

This section provides various definitions and abbreviations used within the Red Herring Prospectus. It defines terms related to the company, such as the legal name and registered office. It also outlines various terms concerning the offer process, including different types of bidders, bid amounts, and the process for allotment. Key roles like the Lead Managers and the process for receiving bids are also defined.

This section details various terms related to the offer process, including definitions for different types of investors, various parties involved, and the documentation used. It specifies different investor categories such as Retail Individual Investors (RIIs), Non-Institutional Investors (NIIs), and Eligible Employees, along with rules regarding bidding amounts and portions of the offer allocated to each category. The text also defines key procedural elements like the Cut-Off Price, Cut-Off Time, and the various parties authorized to collect bids, such as Designated Intermediaries and Registrar and Share Transfer Agents.

This section primarily lists various technical, industry-related, and legal terms and abbreviations. It includes definitions for financial metrics like EBITDA, various days outstanding calculations, and different types of investment funds and regulatory bodies. It also defines various acts, rules, and standards related to corporate law, securities, and foreign exchange.

This section outlines various conventions regarding the presentation of data, currency, and financial information within the document. It specifies that certain references pertain to various governments and territories, and defines the currency used, such as Indian Rupees (INR), US Dollars (USD), and Euros (EUR). The document details the financial year, which commences on January 1 and ends on December 31 of the same year. Financial data is derived from the company's restated financial information, and there are noted differences between Indian Accounting Standards (Ind AS), U.S. GAAP, and IFRS, with no reconciliation provided. Furthermore, the section discusses the use of non-GAAP financial measures and the reliance on industry data sources.

This section details the structure of the offer, outlining various portions of the offer including Employee Reservation, Qualified Institutional Buyers (QIB), Non-Institutional, and Retail segments. It specifies the face value of the equity shares and the corresponding aggregation amounts for each portion. Furthermore, it describes the allocation rules for different investor categories, including how portions of the offer are reserved for specific investor types like Mutual Funds and how under-subscription in certain categories might be handled.

This section presents various financial statements, including restated earnings and a summary of the cash flow statement over different periods. The data is presented in ₹ million and covers periods ending in June 2026, June 2025, and for the years ended December 31, 2025, 2024, and 2023. The cash flow details include operating, investing, and financing activities, along with net cash flow changes. Finally, a summary of contingent liabilities as of June 30, 2026, is provided.

This section details the capital structure of the company, including the authorized and issued share capital, and various historical transactions related to equity shares. It outlines the structure of the current offer, including provisions for employee reservations, and provides a history of share allotments and transfers from various entities over time. The document also confirms that the promoter selling shareholder has consented to the transfer of offered shares.

This section details various transactions and disclosures related to the company's equity structure, including past allotments, share transfers, and promoter holdings. It outlines several past allotment events with different consideration types and share counts. Furthermore, it specifies rules regarding promoter contributions and lock-in periods for certain equity shares held by promoters. The document also provides a breakdown of the shareholding pattern as of the date of the Red Herring Prospectus, highlighting the significant holding by the Corporate Promoter.

The section details the shareholder holding information as of two years prior to the date of the Red Herring Prospectus, showing a significant holding by Bonfiglioli S.p.A. The text also clarifies that no promoters or members of the Promoter Group have acquired equity shares in the three years immediately preceding the prospectus date, and there are no shareholders with the right to nominate directors or other special rights. Furthermore, the section outlines various restrictions regarding transactions, financing arrangements, and future capital structure changes.

The objects of the offer involve the sale of up to 4,32,39,042 Equity Shares for a specified amount, with the goal of enhancing the company's visibility and brand image through a listing on the Stock Exchanges. The document details various estimated offer-related expenses, which include listing fees, brokerage, and various other costs. The text also outlines the basis for determining the offer price, including qualitative and quantitative factors, such as earnings per share and price-to-earnings ratios.

This section provides details on the Net Asset Value (NAV) per Equity Share and includes a comparison of the company's accounting ratios with listed industry peers. It outlines various definitions related to Net Worth, Earnings Per Share, and the calculation methodologies used for these metrics. Furthermore, it presents a table comparing key performance indicators (KPIs) such as revenue, EBITDA margins, profit after tax margins, and various working capital and efficiency metrics against competitors.

This section provides detailed explanations for various Key Performance Indicators (KPIs) used by the company to track its business operations and performance. The KPIs cover aspects such as revenue, profitability, leverage, working capital efficiency, and asset utilization. It also includes a comparison of these KPIs against listed industry peers across different reporting periods.

The provided text details various Key Performance Indicators (KPIs) for different companies, including metrics such as revenue, EBITDA, profit margins, net debt, and various days outstanding calculations. It also includes sections concerning the comparison of KPIs based on business additions or dispositions, and disclosures related to the weighted average cost of acquisition for equity shares. Furthermore, the text includes a statement regarding special tax benefits available to the company and its shareholders under various Indian tax laws.

This section details special tax benefits available to the company under various tax laws. Regarding direct tax laws, it outlines provisions related to corporate tax rates, deductions from gross total income, and dividend income. For indirect tax laws, it lists benefits such as duty remission for exports, duty drawback for imported materials, duty-free import of capital goods, and various provisions under the GST law concerning exports. The section also clarifies that the shareholders are not entitled to special tax benefits under indirect tax laws.

This section details the restated financial information of Bonfiglioli Transmissions Limited, including the summary statements of assets and liabilities, profit and loss, cash flows, and changes in equity for various periods. The document outlines the scope of the audit, the responsibilities of management and the auditors, and the basis upon which the restated statements were compiled, including adjustments for a common control business combination. It also provides the restated financial statements for six-month periods and full financial years, along with details on income, expenses, taxes, and profit after tax.

This section provides a restated summary statement of cash flows, changes in equity, and details on accounting policies for Bonfiglioli Transmissions Limited. The cash flow statement details operating, investing, and financing activities for various periods, including operating profit before tax, cash generated from operations, and net cash flows. The equity section shows movements in share capital and reserves, while the accounting policies section outlines the basis of preparation, including adherence to Ind AS, treatment of estimates, and handling of foreign currency translations.

This section details various accounting policies related to financial instruments, liabilities, and employee benefits for Bonfiglioli Transmissions Limited. It covers the initial recognition and subsequent measurement of financial assets and liabilities, including classifications like amortized cost and fair value through other comprehensive income. The text also outlines policies for impairment, de-recognition of financial assets, and the accounting for various provisions, contingent liabilities, and employee benefits such as provident funds and gratuity. Furthermore, it specifies how revenue from contracts with customers, government grants, and trade receivables are recognized.

This section details the accounting policies for fair value measurement, including how various assets and liabilities are categorized within a hierarchy. It outlines specific recognition and measurement treatments for leases, right-of-use assets, dividend recognition, and business combinations. The text also discusses various amendments to Indian Accounting Standards (Ind AS) and related rules, including changes concerning liability classification, financial instruments, and tax reforms, noting their applicability dates.

This section details the movement in various asset and liability categories for Bonfiglioli Transmissions Limited across different reporting periods, including year-end and half-year periods. It provides figures for tangible and intangible assets, as well as various financial instruments and provisions. The data is presented in millions of Indian Rupees and includes adjustments related to acquisitions and disposals.

This section provides details on the company's financial statements, including inventory levels, trade receivables, cash balances, and various financing activities. The data is presented across different reporting periods, spanning from December 2023 to June 2026. It also details the structure and movement of the equity share capital, including bonus issues and share buybacks, along with the shareholding by promoters.

This section details the movement in various financial statement components, including reserves, borrowings, provisions, and trade payables, across different reporting periods. It provides figures for items such as retained earnings, various liabilities, and provisions for employee benefits and product warranties. The data is presented in millions of Indian Rupees and includes comparisons between June 30, 2026, and previous years. Furthermore, it outlines the nature and purpose of these reserves and liabilities.

This section details various financial line items, including revenue from operations, contract balances, cost of raw materials, employee benefits, depreciation, finance costs, and various operating and non-operating expenses. It also provides information on the disposal of a business division, which was completed on September 30, 2024, for strategic reasons, and the resulting impact on the profit or loss statement.

This section details various financial disclosures, including lease liabilities, employee benefit obligations, and segment information for Bonfiglioli Transmissions Limited across different reporting periods. It covers movements in lease liabilities, recognition of lease-related expenses in the profit or loss, and the accounting for defined benefit plans such as Provident Fund and Gratuity. Furthermore, it provides a breakdown of revenue by geographic segment and details regarding dues to micro and small enterprises.

This section provides various notes related to the financial statements, including sensitivity analysis for defined benefit obligations, related party disclosures, transactions with related parties, and balances of trade receivables and payables. It details the expected maturity analysis for undiscounted gratuity, the nature of related parties such as holding companies and fellow subsidiaries, and the movement of various transactions and balances over different reporting periods.

This section provides detailed notes on the financial statements, covering key aspects such as remuneration details for key managerial personnel, fair value measurements, financial risk management, and various financial liabilities. The data is presented across different reporting periods, distinguishing between short-term and yearly figures. It includes information on employee benefits, financial assets and liabilities, and various risk exposures like credit, liquidity, and market risks.

This section provides detailed notes on financial statements for Bonfiglioli Transmissions Limited, covering foreign currency exposure, sensitivity analysis for profit before and after tax, interest rate risk, gearing ratios, and contingent liabilities. The data is presented with comparative figures across various reporting periods, including balances and calculated ratios, with amounts denominated in Millions of Indian Rupees unless otherwise specified.

This section details the Profit and Loss statements for the years ending December 31, 2025 and December 31, 2024, including various line items such as revenue, expenses, and profit before tax. It also presents the financial position as of June 30, 2025, and December 31, 2024, including the balance sheet components. The text also includes notes regarding a business combination with a related party, BDSPL, and the accounting treatment applied.

This section details various adjustments and qualifications related to the financial statements, including observations from the auditors regarding the maintenance of books of account and the status of statutory dues. The auditors noted issues such as the lack of a physically located server in India for daily backup of electronic books and the absence of audit trail features in certain tables and fields for some transactions. Furthermore, the section presents various financial ratios calculated from restated financial information for different periods, including earnings per share, return on net worth, net asset value per equity share, EBITDA, and net debt.

This section provides various financial metrics and reconciliations for the company, including working capital components, cash conversion cycle calculations, fixed asset turnover, return on equity, and return on capital employed. It details the components of working capital, such as various types of deposits, and outlines the methodologies used for calculating key ratios like the Cash Conversion Cycle and Return on Capital Employed.

The company operates across three main business verticals: Industry and Automation Solutions, Off-Highway Mobility, and Wind Industry, catering to various end-user industries. The company highlights its market position as a leading manufacturer in India for certain gearboxes and drives. The document details various market share statistics, customer engagement levels, and operational metrics across different reporting periods. Furthermore, it outlines the structure of its sales channels, including direct sales, dealer sales, and inter-company sales, and provides details on its R&D capabilities and supply chain sourcing strategy.

This section details various financial metrics, including turnover ratios, days outstanding, and the composition of revenue and expenses across different business verticals. It discusses the dependence of operations on macroeconomic factors and fluctuations in exchange rates, noting that transactions involve foreign currencies. Furthermore, it provides breakdowns of revenue by geography and vertical, as well as the cost of raw materials as a percentage of total expenses. The text also covers manufacturing capacity and utilization across different facilities.

This section details the operational capacity and utilization of the company's manufacturing facilities across different periods. It provides comparative data for six-month periods ending June 30, 2026, and June 30, 2025, as well as for the financial years ended December 31, 2025, 2024, and 2023. The text also outlines the components of the Profit and Loss statement, including revenue, income, expenses, and tax, and highlights factors affecting financial performance such as OEM-driven procurement models and raw material cost fluctuations.

This section provides a detailed breakdown of changes in various financial line items and profit/loss components across different periods, including six-month periods and fiscal years. It highlights growth in operating expenses, tax expenses, and various revenue streams, alongside comparisons between Fiscal Years 2023, 2024, and 2025. Key observations include the impact of transfer pricing settlements, changes in inventory levels, and the drivers behind revenue growth across different business verticals.

The financial statements show several trends between fiscal years, including changes in finance costs, operating expenses, and tax expenses. Profit after tax showed growth, largely driven by revenue increases. The company also transferred certain R&D functions to another entity. Cash flow analysis reveals fluctuations in operating, investing, and financing activities, alongside changes in cash and cash equivalents. The document details various components of capital expenditures related to property, plant, and equipment.

The provided text details various financial statement components, including changes in total assets, contractual obligations, contingent liabilities, and various accounting policies. It outlines the breakdown of liabilities such as trade payables, other financial liabilities, and lease liabilities, along with provisions for disputed income-tax demands. The text also discusses risk factors related to credit, liquidity, market, currency, and interest rate risks, and specifies accounting treatments for historical cost, current/non-current classification, and impairment assessments for property, plant, and equipment.

This section details various accounting policies related to financial instruments, including how financial assets and liabilities are classified, measured, and derecognized according to accounting standards. It covers treatments for financial assets such as fair value measurement, amortized cost, and fair value through other comprehensive income, depending on the business model and contractual cash flows. The text also outlines rules for recognizing revenue from contracts with customers, handling volume rebates, and accounting for government grants and loans. Furthermore, it specifies policies for recognizing and measuring short-term liabilities for wages and salaries, as well as post-employment benefits like provident fund and gratuity.

This section details various accounting treatments and recognition criteria for different financial statement components and transactions. It covers how defined benefit obligations, tax provisions, borrowing costs, provisions, contingent liabilities, contingent assets, segment reporting, earnings per share calculations, lease accounting, and fair value measurements are handled. Furthermore, it outlines criteria for classifying assets as held for sale, accounting for business combinations, and applying the pooling of interest method for common control entities.

This section details significant estimates and judgments related to various aspects of the company's financial reporting, including defined benefit obligations, warranty provisions, and expected credit losses. It also presents a capitalization statement derived from restated financial information as of June 30, 2026, and provides details on the company's aggregate indebtedness. The text further outlines the terms and conditions associated with the credit facilities the company has availed.

Prospective investors should be aware of several significant risks associated with the business. These risks include dependency on a limited number of suppliers for raw materials, potential disruptions in the supply chain due to supplier issues, and exposure to volatile commodity prices and import duties. Furthermore, there are risks related to operational disruptions at manufacturing facilities, such as equipment breakdown, labor disputes, or utility interruptions. The company also faces risks concerning product defects, which could lead to recalls, litigation, and reputational damage. Finally, the business relies on a corporate promoter for intellectual property rights.

The company faces significant risks stemming from its reliance on a corporate promoter, BSPA, for essential intellectual property and manufacturing rights, which could negatively impact operations. Furthermore, the company has numerous related party transactions with BSPA and other group companies, raising concerns about potential conflicts of interest. Revenue generation is heavily dependent on a limited number of customers, and there is a risk associated with the nature of co-engineered products, including technological obsolescence and challenges in achieving commercialization timelines.

The company faces risks related to the long gestation period of co-engineered products potentially leading to short-term cost overruns without proportional revenue increases. There is uncertainty regarding the traceability of certain corporate records and regulatory filings with the Registrar of Companies (RoC), and no assurance that such records will be available in the future. The company competes in a highly competitive market where rivals may possess superior financial resources, technical capabilities, and scale. Furthermore, the company's inability to accurately forecast order volumes or schedule production may lead to capacity utilization inefficiencies. The company also faces risks associated with ongoing capacity expansion plans, including potential delays, cost overruns, and regulatory issues related to construction projects and necessary government approvals. Finally, the company is dependent on its dealer network, and disruptions within this network could negatively impact sales and reputation.

The document outlines several risks related to leased facilities, including the potential for disruption if lease agreements are terminated or not renewed on acceptable terms. It also details various global sales risks such as inflation, foreign exchange fluctuations, trade restrictions, geopolitical developments, and compliance with international laws. Furthermore, there are risks associated with doing business in various geographies, including trade sanctions and changes in legal/political conditions. The document also highlights exposure to anti-corruption and anti-money laundering laws, as well as risks related to outstanding legal proceedings involving the company, directors, and promoters. Finally, there are concerns regarding the timely payment of statutory dues and the potential for negative publicity to harm the company's brand and reputation.

The company's sales volume is dependent on evolving customer demands for gearboxes and drive systems, particularly in the Wind Industry and Industry & Automation verticals. There is a risk that decreased demand or manufacturing disruptions could negatively impact operations. Furthermore, the company faces significant risks related to regulatory compliance, including the potential for delays in obtaining or renewing necessary approvals and permits from various government authorities. Operations are also subject to changes in safety, health, and environmental laws, which could increase compliance costs. There is also a risk concerning the continuity of key management personnel and the difficulty in attracting or retaining skilled employees. Finally, there are risks associated with the use of heavy machinery in manufacturing, the sufficiency of warranty reserves, and potential disruptions due to disputes or changes in regulations.

The company faces several risks related to warranty claims, which could exceed provisions, potentially impacting financial results. There is also a risk of early obsolescence of manufacturing equipment and spare parts, which could accelerate depreciation and harm the business. Furthermore, disruptions in the transportation network and reliance on third-party logistics providers pose operational risks, including potential delays and increased fuel costs. Labor relations present a risk due to stringent Indian labor laws and potential strikes or wage demands. Finally, the company faces challenges in protecting intellectual property rights, including the possibility of infringement and difficulties in monitoring unauthorized use, which could lead to litigation and financial losses.

The company faces several risks related to its operations, including potential disruptions to the supply of essential utilities like power, fuel, and water, which could impact production and costs. There is also a risk concerning insurance coverage, as inadequate coverage could negatively affect the business. Furthermore, the company has contingent liabilities related to disputed income tax demands, which could materialize into actual liabilities. Risks also exist concerning the collection of receivables from customers, the potential for issues with internal controls and anti-corruption laws, and vulnerabilities in its IT systems. Finally, reliance on third-party industry data and the potential for adverse developments in the operational region are noted.

The document outlines several risks related to conflicts of interest arising from the involvement of Promoters and Directors in ventures within the same business line. There are dependencies on contractors and sub-contractors for construction works, with risks concerning delays, quality, and compliance with laws. The company faces risks from changes in laws and regulations in India, including new compliance requirements and the impact of various new legislation like the Labour Codes and the Digital Personal Data Protection Act. Furthermore, there are concerns regarding the comparability of financial measures due to the use of Non-GAAP measures, and potential adverse effects from competition laws and market fluctuations.

This section details various legal and regulatory risks associated with the company's operations and the investment in its equity shares, particularly concerning foreign judgments, market volatility, and changes in Indian laws. Risks include the difficulty of enforcing foreign court judgments in India, potential adverse impacts from changes in India's credit rating or macroeconomic conditions, and exposure to various regulatory scrutiny from stock exchanges. Furthermore, there are risks related to the listing process, such as potential delays in trading commencement and the impact of various tax laws and future legislative changes on the business.

The company faces several risks related to regulatory compliance, particularly concerning foreign investment and share transfers under Indian law. These include restrictions on attracting foreign investors and requirements for regulatory approvals for share transfers. Furthermore, there are concerns regarding the ability to repatriate foreign currency proceeds and the impact of various regulatory changes on ownership and trading. Risks also exist regarding the ability of investors to withdraw bids, potential delays in listing, and limitations on the rights of shareholders under Indian law. Finally, the company's ability to raise foreign capital is constrained by exchange controls regulating foreign currency borrowing.

The section outlines the absence of outstanding litigation, statutory actions, tax claims, or disciplinary actions against the Company, Directors, or Promoters, except as specifically disclosed elsewhere. It details various metrics for determining 'materiality' for outstanding litigation, including thresholds based on turnover, net worth, and profit or loss. Furthermore, it lists numerous material approvals and licenses obtained by the Company necessary for its business operations, such as factory licenses and environmental consents.

The company has obtained various necessary approvals, including no objection certificates from fire departments, importer-exporter codes, licenses for industrial chemicals, legal metrology certifications, and trade licenses. The company has also obtained various tax registrations and labour-related certificates. Regarding material approvals, there are no pending applications for renewal, nor have any expired approvals been noted. Furthermore, the company has identified several group companies, including various entities from Germany, China, Turkey, Brazil, Italy, Slovakia, and Vietnam, as group companies under SEBI ICDR Regulations. The company asserts that its group companies are not involved in outstanding litigation, and generally, there are no conflict-of-interest situations or related business transactions with the group companies, except as disclosed. Finally, the group companies do not have any interest in the promotion of the company or in certain property acquisitions.

The section details various authorizations and compliance confirmations related to the offer process, including board resolutions and in-principle listing approvals. It also includes several disclaimers and confirmations regarding compliance with various regulations, such as those of SEBI and the Companies Act, concerning the company's status and the offer itself. Furthermore, it outlines eligibility criteria for the offer, such as requirements for net tangible assets, operating profit, and net worth, and specifies restrictions on the offering and transfer of equity shares, particularly concerning transactions within and outside the United States.

This section primarily outlines various restrictions and acknowledgments related to the transfer and sale of Equity Shares, particularly concerning U.S. securities laws and various international jurisdictions. It details conditions under which Equity Shares are considered restricted securities, limitations on directed selling efforts, and requirements for transactions outside the United States. Furthermore, it specifies rules for offers to the public in the United Kingdom and the European Economic Area, including conditions related to prospectuses and investor eligibility.

The provided section details various aspects related to the company's public offerings and past issues handled by different Book Running Lead Managers. It covers information on public or rights issues, the listing status of corporate promoters, and extensive historical data on IPO performance across different financial years. Specific data is provided for issues handled by Axis Capital Limited, BNP Paribas, ICICI Securities Limited, and Jefferies India Private Limited.

The provided section details various aspects related to the offer process, including the legal framework governing the transfer of equity shares, the nature of the offer, and procedures for grievance redressal. It outlines that the equity shares offered are subject to various laws and regulations, and the offer involves an Offer for Sale by the Promoter Selling Shareholder. Furthermore, it specifies rules regarding the ranking of equity shares, the payment of dividends, and the determination of the face value, floor price, cap price, and offer price for the shares.

This section details various aspects of the offer process, including shareholder rights, allotment procedures, and jurisdiction. It specifies that the company must comply with disclosure and accounting norms from SEBI. The rights of shareholders are outlined, such as the right to receive dividends and vote on matters. The equity shares will be allotted only in dematerialised form pursuant to the Companies Act and SEBI ICDR Regulations, and trading will also be in dematerialised form on stock exchanges. Several tripartite agreements have been entered into with Depositories and the Registrar to the Offer. The jurisdiction for the offer is specified as the competent courts in Chennai, Tamil Nadu, India.

This section details various aspects of the offer structure, including the possibility of withdrawing the offer, the size of the offer, and the rules for allotment across different investor categories. It outlines procedures for filing the prospectus, obtaining listing approvals, and the rules for allocating shares to Qualified Institutional Buyers (QIBs), Non-Institutional Investors (NIIs), and Retail Individual Investors (RIIs). Specific rules govern the allocation of shares, including reservations for certain bidder application sizes and the handling of under-subscription across various portions of the offer.

This section details various aspects of the offer procedure, including payment rules, investor eligibility, and the phased implementation of the Unified Payments Interface (UPI) mechanism. It outlines rules regarding bid submission, the allocation of shares across different investor categories, and compliance requirements for bidders. Furthermore, it discusses the consolidation of various circulars by the SEBI ICDR Master Circular and the process for redressal of investor grievances related to fund blocking and unblocking.

This section details various rules and requirements for different categories of investors, including ASBA bidders, Mutual Funds, Eligible NRIs, HUFs, and FPIs, concerning the submission of bid forms and the blocking of funds. It specifies requirements for documentation, the use of various account types (like UPI IDs), and compliance with FEMA and SEBI regulations regarding investment limits and transactions. There are specific provisions for how different investor groups must interact with the process, such as who can participate and under what conditions.

This section details various conditions and restrictions related to who can make bids in the offer, including different investor categories such as FPIs, entities under Power of Attorney, SEBI-registered investment vehicles (VCFs, AIFs, FVCIs), Limited Liability Partnerships, banking companies, SCSBs, Eligible Employees, Insurance Companies, Provident Funds/Pension Funds, and NBFC-SIs. It outlines specific documentation requirements, investment limits, and rules regarding multiple bids, bid revisions, and the handling of different investor portions like Anchor Investors.

This section primarily outlines various procedural requirements and prohibitions for investors submitting bids, particularly concerning the use of ASBA accounts, UPI mechanisms, and documentation. It details rules regarding the submission of forms, the necessity of having sufficient funds, and restrictions on who can bid based on their investor status or the type of bid. Furthermore, it lists several technical grounds for the rejection of bids, such as improper documentation, using unlisted UPI handles, or submitting bids outside prescribed timeframes.

This section details various procedural aspects related to the offer, including allotment rules for different investor categories, payment mechanisms for Anchor Investors, and requirements for pre-offer and allotment advertisements. It also outlines undertakings by the Company and the Promoter Selling Shareholder regarding the offer process, including the handling of bid funds and the conditions under which the offer might be withdrawn or if no allotment occurs. Furthermore, the text discusses restrictions concerning foreign ownership of Indian securities and the jurisdiction of the offer.

This section summarizes related party transactions categorized by the nature of the transaction, the related party, and the relationship type, covering various reporting periods. The disclosed transactions primarily involve sales of goods from various Bonfiglioli subsidiaries to fellow subsidiaries, with revenue percentages varying across different timeframes. Several transactions are noted as being related to the sale of services or discontinued operations, and some entries show negligible or zero activity across the reported periods.

This section details various related party transactions spanning different time periods, including interest income, transfer pricing adjustments, loan activities (given and repaid), and purchases of goods involving various fellow subsidiaries. The data is presented across different revenue percentages and monetary amounts for various fiscal periods. Furthermore, the section includes disclosures related to sales commissions, special project expenses, employee benefits, and other long-term benefits, as well as reversals of provisions, salary advances, sitting fees, dividend payments, and buy-backs of equity shares.

This section primarily contains administrative and procedural information regarding the filing of the Draft Red Herring Prospectus and the roles of various parties involved in the offering process. It details where the Draft Red Herring Prospectus was filed electronically and under which sections of the Companies Act. Furthermore, it lists the contact details for the Company Secretary and Compliance Officer, as well as the details of the Book Running Lead Managers and their respective responsibilities in various activities related to the offer, such as capital structuring, drafting of prospectuses, marketing, and post-bidding activities.

This section primarily details the contact and registration information for various parties involved in the offering process, including statutory auditors, registrars, bankers, and various market infrastructure components. It outlines procedures for the Book Building Process, including how bids are collected and the conditions under which bidders must participate. Furthermore, it discusses the process for entering into an Underwriting Agreement with underwriters after the offer price is determined but before the prospectus is filed with the Registrar of Companies.

The company has eight directors on its Board, consisting of two Executive Directors, three Non-Executive and Non-Independent Directors, and three Independent Directors, including one woman Independent Director. The document details the particulars of these directors, including their designations, addresses, occupations, current terms, and periods of directorship. Key personnel include the Chairperson and Independent Director, Ravindra Pisharody, and the Managing Director, Kennady V Kaippally. Various directors have different levels of association with the company, and details regarding their compensation for Fiscal 2025 are disclosed.

The document details various aspects of the company's management structure, including director compensation, relationships, and financial dealings. It specifies that no directors are related to each other and that certain directors hold equity shares as nominees of a corporate promoter. Furthermore, it outlines restrictions on loans, service contracts, and bonus/profit-sharing plans for directors. The text also discusses interest disclosures, noting that except for a promoter, no directors have an interest in the company's formation, and no interest in certain transactions. The document also covers compliance with regulations, board changes, and the constitution of Audit and Nomination and Remuneration Committees.

The text details various committees constituted by the Board, including the Nomination and Remuneration Committee, the Stakeholders’ Relationship Committee, the Risk Management Committee, and the Corporate Social Responsibility Committee. It outlines the functions and responsibilities of these committees, which involve various aspects such as policy formulation, risk identification and mitigation, shareholder grievance resolution, and CSR activities. Specific provisions are mentioned regarding the composition, meeting frequency, and scope of these committees in compliance with various laws and regulations.

The management organization structure details several key personnel, including the Managing Director and Whole-Time Director/CFO, and the Company Secretary/Compliance Officer. Key managerial personnel and senior management members are permanent employees, and there are no disclosed arrangements or understandings with major shareholders, customers, suppliers, or others regarding their selection. Furthermore, there are no arrangements for bonus or profit-sharing plans, and no non-salary related benefits have been paid to officers within the preceding two years.

The document lists several individuals and corporate entities as promoters for the company. Key individual promoters include Sonia Bonfiglioli, Luciano Bonfiglioli, and Luisa Lusardi, who have various associations with the company and related entities. A corporate promoter, Bonfiglioli S.p.A., holds a significant portion of the equity, and BON-FI S.r.l. is another entity involved. The document details the shareholding patterns and control aspects of these promoters and the entities they are associated with.

This section lists numerous entities that form part of the Promoter Group, including various companies and subsidiaries. It also details the company's dividend distribution policy, which is subject to various internal and external factors. The text specifies that no dividends were declared during the period from July 1, 2026, until the date of the Red Herring Prospectus for the six-month periods ended June 30, 2026, and for the fiscal years 2025, 2024, and 2023.

This section details the main provisions of the Articles of Association adopted by the company, which were established through a resolution passed at an Extra-Ordinary General Meeting. It outlines various regulations concerning the application of certain provisions from the Companies Act, 2013, and establishes the governing framework for the company's management. The articles define key terms such as the Act, the Articles, the Company, and the Depository. Furthermore, the section covers rules regarding the control of share capital, the Board's power to issue and allot shares, and provisions related to the issuance and handling of share certificates, including provisions for dematerialization of securities.

This section details various provisions concerning the transfer of securities, the recognition of trusts, and the rights associated with different classes of shares. It outlines procedures for handling notifications from the Depository regarding securities transfer and the issuance of certificates to beneficial owners. Furthermore, it specifies limitations on the recognition of interests in shares and sets limits on commissions paid for transactions. The articles also govern the variation of rights attached to different classes of shares and the power of the company to issue or re-issue preference shares.

This section details the Company's power to issue further shares, primarily concerning the allotment of shares to existing equity shareholders. The provisions outline procedures for offering shares, including notice periods and the right to renounce shares. Furthermore, the Board of Directors retains the discretion to dispose of such shares after the offer period expires. There is also a provision allowing for the issue of shares to any persons under certain conditions, including special resolutions or majority votes in a general meeting.

This section details various provisions related to the issuance and conversion of shares, particularly concerning debentures and loans. It outlines conditions under which certain rights regarding the renunciation of options can be exercised again. Furthermore, it specifies requirements for obtaining Central Government approval or special shareholder resolutions when issuing debentures or loans. The provisions also cover the issuance of shares through various means, including preferential offers, and the notice period for such issues to existing shareholders. Finally, it addresses the issuance of securities that are convertible into shares, requiring company consent via a special resolution.

This section details various provisions concerning liens, calls, and liability related to the company's shares. It outlines the company's right to place a lien on shares for monies owed, which can extend to dividends and bonuses. It specifies conditions under which a transfer of shares waives this lien, and details the process for selling shares subject to such liens. Furthermore, the articles cover the Board's power to make calls on members for unpaid amounts, including provisions for extending payment times and the liability of joint holders.

This section details various provisions concerning the payment of amounts due on shares and the subsequent consequences, including forfeiture. It outlines rules for receiving uncalled money, interest on advanced amounts, and the application of such provisions to other securities like debentures. The articles also cover the transferability of shares, including restrictions and the process for registering such transfers. Furthermore, the text specifies procedures for the Board to decline to register transfers, the suspension of transfer registration, and the rules governing the transmission of shares upon a member's death or insolvency.

This section details various provisions concerning the alteration of the company's share capital, including the power to increase, consolidate, divide, or cancel shares, subject to certain conditions depending on the impact on voting percentages. It also outlines procedures for converting shares into stock and the rights of holders of such stock regarding transfer and dividends. Furthermore, the articles cover the power to reduce share capital by special resolution and provisions related to joint holders, including their liability, voting rights, and the transfer of such shares. The text also specifies rules for the capitalization of profits and the Board's powers in this regard, as well as provisions for the buy-back of company shares.

This section details various procedural and rights-related provisions concerning shareholder meetings, document circulation, and the composition of the Board of Directors. It outlines rules for document inspection, the power of the Board to ensure meeting security, and procedures for adjourning meetings. Furthermore, it specifies rules regarding voting rights, including the proportion of votes based on shareholding, rules for voting by electronic means, and provisions related to joint holders and incapacitated members. The section also covers the appointment and remuneration of Directors, as well as rules for handling foreign registers.

This section details various provisions concerning the Board of Directors, including the power to appoint additional directors, the appointment of alternate directors, and procedures for filling casual vacancies. It also outlines the broad powers vested in the Board, which include acquiring various assets, constructing and maintaining property, disposing of company property, and securing contracts through mortgages or charges. Furthermore, the Board has specific powers related to contributions to the National Defence Fund and the ability to insure company assets.

This section details various powers and provisions related to the Company's properties, liabilities, and operational conduct. It covers the ability to attach conditions to shares for contracts, accept surrenders of shares, appoint trustees for company property, and handle legal proceedings. Furthermore, it outlines powers concerning insolvency matters, arbitration, receipt issuance, investment of company funds, and the handling of directors' personal liabilities. The provisions also grant the Board discretion over dividends, reserves, and the use of capital funds, as well as powers to provide for employee welfare and establish various funds.

This section details various provisions concerning company records, the use of the company seal, dividend declarations, and the winding up of the company. It outlines procedures for inspecting certain company registers and documents, specifies rules for declaring and paying dividends, and addresses issues related to the payment of dividends, the handling of unpaid dividends, and the process for issuing bonus shares. Furthermore, it covers the rights of directors and members regarding the inspection of company accounts and the provisions related to the winding up of the company.

This section primarily details the material contracts and documents that have been entered into or are pending entry by the Company, which are deemed material for the purpose of the Red Herring Prospectus. It lists various agreements, resolutions, certificates, and reports from different parties, including promoters, auditors, and various banks. The text also includes declarations certifying compliance with relevant laws and the truthfulness of the disclosures made in the prospectus.

The provided section primarily consists of declarations from various directors and officers certifying compliance with relevant laws and regulations. These declarations affirm that all statements and disclosures made in the Draft Red Herring Prospectus have adhered to the provisions of the Companies Act, SCRA, SCRR, and SEBI regulations. The text does not detail specific provisions regarding shareholder rights such as voting, transfer restrictions, or special rights.

This section contains declarations from the Director and an Authorized Signatory confirming that all relevant provisions of the Companies Act and related regulations have been complied with. Furthermore, the Authorized Signatory confirms the truth and correctness of statements made regarding the company and its offered shares. They explicitly assume no responsibility for other statements or disclosures made in the prospectus.