Bonfiglioli Transmissions Ltd.

• to carry out the Offer for Sale of up to 43,239,042 Equity Shares of face value of ₹ 10 each by the Promoter Selling Shareholder aggregating to ₹ [●] million
• achieve the benefits of listing the Equity Shares on the Stock Exchanges

Except as stated below, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal proceedings (including first information reports whether cognizance has been taken or not) involving our Company, Directors or Promoters (collectively, “Relevant Parties”); (ii) actions taken by statutory or regulatory authorities (including show cause notices issued by such authorities) against the Relevant Parties; (iii) claims related to direct or indirect taxes involving the Relevant Parties (disclosed in a manner giving the total number of claims and the total amounts involved);(iv) disciplinary actions including penalties imposed by SEBI or the Stock Exchanges against the Promoters in the last five financial years, including outstanding action; and (v) other outstanding civil litigation or arbitration proceedings involving the Relevant Parties as determined to be material pursuant to the Materiality Policy; (vi) criminal proceedings (including first information reports whether cognizance has been taken or not) involving Key Managerial Personnel or Senior Management, and (vii) actions taken by regulatory or statutory authorities (including show cause notices issued by such authorities) against any of our Key Managerial Personnel or Senior Management. Further, there is no pending litigation involving our Group Companies, the adverse outcome of which may have a material impact on our Company.

• We depend on a limited number of suppliers for procurement of raw materials and components required for our manufacturing operations. Purchases from our related parties represented 15.53%, 16.75%, 15.18%, 17.00% and 19.98%, and purchases from our top 10 suppliers represented 40.84%, 41.74%, 41.20%, 45.62% and 47.52% of our total purchases of raw materials and components in the six months periods ended June 30, 2026 and 2025 and in Fiscals 2025, 2024 and 2023, respectively.(Supply Chain)

• We do not typically enter into long-term agreements with suppliers and generally do not have firm commitments from our suppliers. We instead source raw materials and components on a purchase order basis and negotiate prices and quantities with our suppliers with each purchase order.(Supply Chain)

• Any failure by our suppliers to provide parts and materials to us on time or at all, or as per our specifications and quality standards for reasons such as capacity limitations, breakdowns, or machine failures, industrial relations and safety issues, could have an adverse impact on our ability to meet our manufacturing and delivery schedules.(Supply Chain)

• In the event our suppliers are unable to meet our delivery timelines or refuse to supply raw materials and components to us in the future we may be unable to find suitable alternatives.(Supply Chain)

• Furthermore, as we do not have exclusive arrangements with our suppliers, our suppliers could engage with our competitors and prioritize supplies of their other customers, which could adversely impact our ability to procure a sufficient quantity of materials at competitive rates.(Supply Chain)

• Any disruption in the procurement of materials could have a material adverse effect on our business, financial condition, results of operations, and cash flows.(Supply Chain)

• Any increase in the prices of raw materials and components required for our operations or levy of duties on the materials we import for our operations, could adversely affect our business, financial condition, results of operations, and cash flows.(Cost)

• We source raw materials and components such as electric motors, hydraulic motors, bearings and brake pads for our manufacturing operations.(Cost)