Bonfiglioli Transmissions Limited IPO

The company depends on a limited number of suppliers for procurement of raw materials and components required for the company's manufacturing operations, and purchases from its top 10 suppliers represented 41.92%, 44.64%, 47.21% and 48.06% of the company's total purchases of raw materials and components in the nine months period ended September 30, 2025 and in Fiscals 2024, 2023 and 2022, respectively. As the company does not have definitive agreements with the company's suppliers, any interruption in the availability of raw materials and components on account of any disruption, breakdown or shutdown of the company's suppliers' operations could adversely impact its operations.

Any increase in the prices of raw materials and components required for the company's operations or levy of duties on the materials the company imports for the company's operations, could adversely affect its business, financial condition, results of operations, and cash flows.

Any unscheduled, unplanned or prolonged disruption of operations at the company's manufacturing facilities could materially and adversely affect its business, financial condition, results of operations and cash flows.

Any actual or perceived defects in the company's gearboxes and drives systems or the sales and after-sale services provided through dealers or third parties may adversely impact its brand, reputation, and ability to sell the company's products, which could have an adverse impact on the company's operations.

The company depends on BSPA, one of our Corporate Promoters, for certain aspects of the company's operations. Any adverse change in the company's relationship with BSPA and the companies in the Bonfiglioli Group could have an adverse impact on the company's business, financial condition, results of operations, cash flows and reputation.

The company has entered into and will continue to enter into related party transactions with BSPA and companies within the Bonfiglioli Group that may involve conflicts of interest, which could adversely impact its business.

The company depends on a limited number of customers for the company's sales, and revenue from its top 10 customers represented 46.35%, 43.16%, 41.08% and 39.81% of the company's total revenue from operations (continuing operations) in the nine months period ended September 30, 2025 and in Fiscals 2024, 2023 and 2022, respectively. As the company does not have long-term binding agreements with all the company's customers, any reduction in orders from, or loss of, any of the company's major customers could adversely affect its business, financial condition, results of operations and cash flows.

Failures to successfully commercialise co-engineered products could adversely affect its business, financial condition, results of operations, and cash flows.

The company may not be able to compete successfully in the highly competitive, price sensitive, and fast evolving market for gearboxes and drive systems which could have an adverse impact on the company's operations.

The company's inability to accurately forecast order volumes or optimally schedule production, may lead to under or over capacity utilisation, which could adversely affect its manufacturing schedules and related costs.