Bonfiglioli Transmissionsis one of India’s largest technology-led mechanical and electro-mechanical power transmissions and industrial drive solutions providers. It manufactures a wide range of mission-critical and highly precision engineered gear motors, gearboxes and drive systems used across diverse end-user markets.

The company was promoted by Bonfiglioli S.p.A. a company headquartered in Italy and is one of the largest technologically advanced players globally in the mechanical and electro-mechanical power transmissions and industrial drive solutions industry with consolidated revenues of Euro 1,172.94 million (Rs 115.56 billion) for the year ended December 31, 2025. As Bonfiglioli SPA has operations spanning across 80 countries through 18 production sites, seven R&D Centres over its market presence of nearly 70 years the company could leverage the legacy and reputation of the Bonfiglioli brand as well as its technology.

The company based on end use applications caters to Industry and Automation Solutions (IAS), Off-Highway Mobility (OHM) and Wind industry. For the fiscal ended Dec 2025, of the revenue from operations, about 40.95% is from IAS vertical, 25.18% from OHM vertical and 31.53% from wind. For six months ended Jun 2026, the contribution of IAS vertical is 42.53%, OHM is 28.31% and wind is 27.36%. Moreover, the company caters to a wide range of industries under IAS vertical with no single industry contributing more than 10% of its revenue under the IAS vertical in the six months period ended June 2026.

The company’s overall product portfolio includes low, medium and heavy duty gearboxes, swing and track drives; drum and skip/ mixer drives; wheel and auger/ conveyor drives; cutter and hoist drives and yaw and pitch drives. The company is an integral part of its customer’s product development cycles under the OHM and Wind industries, working closely with them from design stage to create customized, technology intensive products to meet their bespoke end-use specifications. Revenue from coengineer products for the fiscal ended Dec 2025 was 53.73% and that for six months ended Jun 2026 was 52.84%.

The product portfolio of the company for IAS vertical is low, medium and heavy duty gear motors and gearboxes in torque capacities ranging from 13 Nm to 1,400 kNm Helical, bevel, planetary and worm gearboxes and gear motors, electric motors; variable frequency drives, servo motors and drives, and precision drives for robotics & automation solutions. For OHM the product portfolio comprises swing and track drives; drum and skip/ mixer drives; wheel and auger/ conveyor drives; cutter and hoist drives. For wind sector it is yaw and pitch drives.

While its IAS vertical benefits from a broader customer base and channel-driven sales model, its OHM and Wind Solutions verticals derive majority of revenue from OMEs that operate on program-based procurement models.

Key customers of the company in IAS vertical are ElectroMech Material Handling Systems (India) Private Limited, GMM Pfaudler Limited, Milltec Machinery Private Limited, Terex India Private Limited, Uzzala Bio Energy Solutions and Ammann India Private Limited. In OHM the key customers are Action Construction Equipment, Ajax Engineering Limited, CNH Industrial (India) Private Limited, Hyundai Construction Equipment India Private Limited, JCB India Limited, Schwing Stetter (India) Private Limited and Wirtgen India Private Limited. In wind vertical the key customers are Nordex India Private Limited, Senvion Wind Technology Private Limited and Suzlon Energy Limited.

It had a diverse range of customers with its top 10 OEM customers representing less than 31.72% of its revenue from operations in the six months periods ended June 30, 2026 and fiscal ended Dec 2025.

It is the largest manufacturer in India of gearboxes (gear motors below 15 kNm) and drives catering to OEMs and end-users in the Industry & Automation, Off-Highway Mobility and Wind Industries in India as of June 30, 2026, in terms of revenue from operations. It is also among the leading manufacturers of planetary gearboxes in India in the year ended December 31, 2025 by revenue.

As of June 30, 2026, it operated three facilities in India, two of which were in Tamil Nadu (at Thirumudivakkam and Mannur) and one was in Maharashtra (in Talegaon). The company have recently commenced manufacturing electric motors at its facility in Mannur (Tamil Nadu) in October 2025 and intend to establish a new manufacturing facility in Talegaon (Maharashtra), adjacent to its existing operational facility, for manufacturing heavy-duty gearboxes.

The company exports products to customers in China, United States, Italy, Germany and other countries. For fiscal ended Dec 2025, about 15.52% of total revenue from contracts with customers in USA, 3.06% from Italy, 2.20% from Germany, 0.94% from China, other countries other than India 5.79% and India is 72.49%.

The issue, Objects of the issue

The offer comprises only OFS of 43239042 equity shares of Rs 10 each by the promoters/promoter group [ Bonfiglioli SPA].

To benefit from stock exchange listing of its equity shares.

Strengths

End-to-end technology-led power transmissions and industrial drive solutions provider across business verticals.

Established parentage and trusted brand backed by global and local R&D capabilities.

Held a 25.0% market share in low and medium-duty gear motors (below 15 kNm) in India based on revenue for CY2025. Similarly it held a market share of 32% in OHM and 67.9% in wind sector.

Deep relationships with marquee customers built through decades of collaboration, a strong sales team and dealer network and after-sales service support.

Historically derived a majority of its revenue from operations from co-engineer products with customers especially in OHM and wind verticals.

Weaknesses

Demand depends on capex cycle of end use industries.

Pays to BSPA (one of corporate promoters) a consideration of 6% of its annual sales of the specified products (excluding sales to BSPA and net of discounts and allowances) as royalty or license fee. Thus any adverse change in relationship with BSPA or percentage of royalty will impact profitability.

Arithmetic aggregate absolute total of income and expenses from related parties stood at 19.91% and 32.71% respectively for six months ended Jun 2026. Purchases of raw materials and components from largest supplier i.e. Bonfiglioli Riduttori S.p.A, a related party, as a % of total purchases of raw materials and components stood at 15.53% in six month ended Jun 2026 and 15.18% for fiscal ended Dec 2025.

Manufacturing facilities of the company at Talegaon (Maharashtra) and Mannur (Tamil Nadu) are not located on land owned by it and the company have only leasehold rights. The land in Talegaon (Maharashtra) on which it propose to establish its new facility is currently held by one of Group Companies, BDSPL, under a lease agreement entered into by BDSPL with MIDC.

Global sales involve challenges and risks including in relation to inflation, exposure to foreign exchange fluctuations, trade restrictions, geopolitical developments and compliance with international law.

Statutory Auditor’s examination report on its restated financial statements discloses certain modifications and certain matters specified in the Companies (Audit and Auditors) Rules, 2014 and Companies Auditor’s Report Order, 2020, that were included in the reports for the audited financial statements for the six months periods ended June 30, 2026 and June 30, 2025, and Fiscals 2025, 2024 and 2023.

Valuation

Consolidated re-stated revenue in fiscal ended Dec 2025 stood higher by 9% to Rs 2013.53 crore. With OPM expand by 250 bps to 18.4%, the growth of OP was 26% to Rs 370.77 crore. Finally, net profit was higher by 24% to Rs 237.87 crore.

For the six months ended Jun 2026, the sales was higher by 18% to Rs 1131.87 crore. With OPM expand by 140 bps to 19.8%, the operating profit was up 27% to Rs 223.87 crore and PAT was up 29% to Rs 148.58 crore. For the TTM period ended Jun 2026, the sales was Rs 2185.04 crore, the OPM was 18.1% and the PAT was 271.49 crore.

On the post issue equity, the EPS for TTM period ended Jun 2026 was Rs 14.4. On the upper price band, the PE works out to 40.7 times of its EPS for TTM period ended Jun 2026. P/BV stood at 10.7 times and EV/Sales stood 5 times. Based on net profit for the TTM period ended Jun 2026, the ROE stands at 26.2%.

In comparison, the industrial gear majors Elecon Engineering quotes at a PE of 32.1 times and Shanthi Gears at 63 times of their EPS for TTM period ended Jun 2026. Price/BV of Elecon Engineering was 4.2 times and that of Shanthi Gears was 9.4 times. Based on NP of TTM period ended June 2026, the ROE of Elecon Engineering was 14.9% and that of Shanthi Gears was 14.2%. The OPM of Elecon Engineering for TTM period ended Jun 2026 was 20.9% and that of Shanthi Gears was 17.7%.