Bonfiglioli Transmissions Limited IPO

01At a glance

What the company does — designs and makes gearboxes, gear motors and drive systems at two plants in Tamil Nadu (Thirumudivakkam and Mannur) and one in Maharashtra (Talegaon), which made 330,057 units in 2024 (DRHP p.24, DRHP p.195).

Who pays it — industrial, automation, off-highway vehicle and wind-turbine customers in India and abroad; industry and automation were 40.98%, mobility 25.26% and wind 31.97% of revenue in the nine months to September 2025, and exports 27.06% (DRHP p.112). The top ten customers were 46.35% of revenue (DRHP p.28).

Why it is raising money — it is not. The whole offer is a sale by Bonfiglioli S.p.A., and the company receives no proceeds (DRHP p.24).

How fast it has grown — revenue from continuing operations rose from ₹15,588 million in 2022 to ₹18,641 million in 2024, and was ₹14,602 million in the nine months to September 2025 (DRHP p.25).

The one thing to understand — a profitable subsidiary tied closely to its parent. It paid Bonfiglioli S.p.A. royalties of ₹813.32 million in 2024 and ₹649.78 million in the nine months, and dividends of ₹689.32 million and ₹927.45 million in the same periods (DRHP p.32). Related parties accounted for 14.28% of its income and 30.35% of its expenses in the nine months (DRHP p.40).

02The business, in plain words

A gearbox maker converts motor speed into the torque a machine needs. It machines gears and housings, assembles them with motors, and supplies equipment makers and projects, with after-sale service through dealers.

A wind-turbine maker needs drives for its turbines → it orders from Bonfiglioli's Indian arm → the company assembles the drives in India from local and group-sourced parts → it delivers and is paid on credit.

The Bonfiglioli brand has been in India for more than 25 years (DRHP p.24). Raw materials sourced from related parties were 18.69% of purchases in the nine months, and the largest supplier, a related party, 14.99% (DRHP p.36).

Earnings equation: Profit ≈ units sold × (price − materials and parts − conversion cost) − royalty to parent. EBITDA margin excluding other income was 17.36% in the nine months (DRHP p.112).

03Where the money comes from

Source: DRHP p.112. 9M 2025 is nine months to September 2025.

Revenue from related parties and group companies among the top ten customers was 5.85% of customer revenue in the nine months (DRHP p.42).

04The growth record

Source: DRHP p.25, DRHP p.112. 9M 2025 is nine months.

05What the growth is made of

Steady growth of 8% in 2023 and 10% in 2024, with wind rising as a share (our arithmetic, DRHP p.25, DRHP p.112). In 2024 the company sold a discontinued business to a group company, Bonfiglioli Technology Space, for ₹115.50 million; that business had provided services to Bonfiglioli S.p.A. (DRHP p.30).

06Earnings quality

The company has no borrowings and held net cash of ₹1,628.29 million at September 2025 (DRHP p.26, DRHP p.112). Its cash has gone largely to the parent: ₹3,855.74 million of dividends from 2022 to September 2025, and ₹720.00 million of share buybacks in 2024 from the parent and Bonfiglioli Vectron (our arithmetic, DRHP p.32). There are no auditor qualifications that have not been given effect in the restated accounts (DRHP p.26).

07The balance sheet

Source: DRHP p.25, DRHP p.26.

Royalty to the parent was 4.36% of revenue in 2024 and 4.45% in the nine months (our arithmetic, DRHP p.25, DRHP p.32).

08What the money is for

Source: DRHP p.24.

09Who is selling

Source: DRHP p.24, DRHP p.25. The last column is our arithmetic.

10Promoters

The promoters are Sonia Bonfiglioli, Luciano Bonfiglioli, Luisa Lusardi, BON-FI S.r.l. and Bonfiglioli S.p.A. (DRHP p.24). Bonfiglioli S.p.A. holds all the shares, ten of them through six nominees (DRHP p.25).

11Who already owns it

Source: DRHP p.25.

12What changed just before the IPO

• Bonus issue — one bonus share for every two, allotted in January 2026 (DRHP p.26).
• Buybacks — ₹720 million of shares bought back from group entities in 2024 (DRHP p.32).
• Discontinued business — sold to a group company in 2024 (DRHP p.30).
• Company secretary — the company has applied to the Registrar of Companies to adjudicate a delay in appointing one (DRHP p.27).

13Capacity and expansion

Three plants in India made 330,057 gear motors and gearboxes in 2024 (DRHP p.195). No expansion is funded by the offer, as the company receives no proceeds (DRHP p.24).

14Market size and industry structure

The Frost & Sullivan report cited in the offer document projects the global industrial gearbox market to grow from $8.7 billion in 2024 to $11.5 billion by 2030, and the gear-motor market from $5.3 billion to $7.2 billion (DRHP p.24). Those projections are Frost & Sullivan's, and newboard has not tested them.

15Competitive position

What the document claims, and what it rests on:

• One of India's largest power-transmission and drive-solution providers by revenue in the nine months to September 2025, citing Frost & Sullivan (DRHP p.24).
• The Bonfiglioli brand, nearly 70 years old worldwide (DRHP p.24).

Against that: dependence on the parent for brand, technology and some supplies, related-party dealings, and a competitive, price-sensitive market (DRHP p.28).

16Peers the company named

Source: DRHP p.108. Peer P/E uses prices on 31 December 2025.

No P/E is possible for the company until a price band is set.

17Risks, in plain words

• The parent. Brand, technology and supplies come partly from the group (DRHP p.28).
• Related parties. Royalties, purchases and sales with group companies (DRHP p.28, DRHP p.40).
• Suppliers. Ten suppliers were 41.92% of purchases (DRHP p.27).
• Customers. Ten customers were 46.35% of revenue, without long-term contracts with all (DRHP p.28).
• Wind. About a third of revenue from one end market (DRHP p.112).
• Competition. A price-sensitive market (DRHP p.28).

18Litigation and regulatory matters

Source: DRHP p.26, DRHP p.27. Contingent liabilities include ₹79.92 million of disputed income-tax demands, partly transfer-pricing adjustments on corporate support charges (DRHP p.28).

19Related-party transactions

Royalty to Bonfiglioli S.p.A. was ₹641.61 million in 2022, ₹741.26 million in 2023, ₹813.32 million in 2024 and ₹649.78 million in the nine months (DRHP p.32). Dividends to it were ₹1,599.26 million, ₹639.71 million, ₹689.32 million and ₹927.45 million (DRHP p.32). Income from related parties was 14.28% of total income and expenses with them 30.35% of total expenses in the nine months (DRHP p.40).

20What the offer document does not say

In the sections read for this study, the document does not give:

• How the royalty rate is set, and whether it will change after listing, in the pages read.
• Prices on sales to group companies compared with other customers.
• Why the parent is selling a quarter of its holding.
• What the criminal proceeding against a director concerns.
• The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. How is the royalty to Bonfiglioli S.p.A. calculated, and can it rise?
2. How are prices set on sales to and purchases from group companies?
3. What will the dividend policy be after listing, given past payouts to the parent?
4. How dependent is the wind business on a few turbine makers?
5. What does the discontinued business sold to Bonfiglioli Technology Space do now?

1Sources and cited facts

This study was read from 1 document the company filed. The 33 figures it cites are listed under the document each came from, with the page and the sentence as printed.