Dhoot Transmission IPO (10-12 August) Analysis

IPO Analysis | BSE and NSE Main Board | 100% Book Built Offer (Fresh Issue and Offer for Sale) | Regulation 6(1)

Based on Red Herring Prospectus dated August 3, 2026 | Automotive Wiring Harnesses and Electrical Distribution Systems (2W, 3W, EV) | Chakan, Pune, Maharashtra

STATUS: LIVE RHP, ANCHOR BID AUGUST 7, BIDDING OPENS AUGUST 10 AND CLOSES AUGUST 12, 2026

Fresh Issue: up to Rs.14,000 Million | Offer for Sale: up to 19,137,602 Equity Shares by Bain Capital Affiliate BC Asia XV and a Promoter Group Entity | Main Board Listing on BSE and NSE

41% Market Share in India's 2W/3W Wiring Harness Market, ~70% Share in Electric 2W/3W | Backed by Bain Capital (BC Asia) | RoNW of 16.55% (FY26), Mid-Pack Among 4 Listed Peers

 Dhoot Transmission Limited was incorporated in 1998 and converted to a public limited company ahead of this Offer. Its CIN is U31300PN1998PLC131629, with its registered office in Chakan, Pune and a corporate office in Chhatrapati Sambhajinagar (erstwhile Aurangabad), Maharashtra. The Promoters are BC Asia Investments XV Limited, an affiliate of the global investment firm Bain Capital, and Rahul Radhavallabh Dhoot.

The Company designs, engineers, manufactures and supplies wiring harnesses and electrical distribution systems that integrate electronic sensors, controllers, switches, terminals, connectors, junction boxes, high-voltage interconnection systems and data cables for internal combustion engine and electric vehicles. Its product range also includes battery packs, switches, sensors, controllers and power supply cords.

Per the CRISIL Report commissioned for this Offer, the Company is amongst the top 2 players in wiring harnesses for two-wheelers (2W) and three-wheelers (3W) in India, holding a 41% market share by value in the 2W and 3W market in Fiscal 2026, and is the market leader in wiring harnesses for electric 2W and 3W specifically, with a market share close to 70% in Fiscal 2026.

The Company operates 22 manufacturing plants and also serves commercial vehicles, off-highway vehicles, and farming and industrial equipment end markets, generating 24.17% of FY 2026 revenue from EV applications.

Revenue from operations grew from Rs.27,977.26 million in Fiscal 2024 to Rs.45,249.55 million in Fiscal 2026, a 31.35% jump in the most recent year alone, while PAT grew from Rs.2,987.48 million to Rs.3,968.42 million over the same period. Ahead of this RHP, the Company completed a large primary capital infusion from Promoter BC Asia XV (the 'BC Asia Tranche 2 Issuance' of Rs.10,225.61 million, completed in March 2026), which mechanically affects several of the Company's FY 2026 return ratios, discussed in detail in Section 4.

Key Basics

Particulars	Details
Document Type	Red Herring Prospectus (RHP) dated August 3, 2026. This is a live offer: Anchor Investor Bid Friday, August 7, 2026, Bid or Offer opens Monday, August 10, 2026 and closes Wednesday, August 12, 2026.
Issue Structure	100% Book Built Offer comprising a Fresh Issue of Equity Shares aggregating up to Rs.14,000.00 million and an Offer for Sale of up to 19,137,602 Equity Shares. Face value Rs.2 per share, following a 1:50 face value sub-division (from Rs.100 to Rs.2) and a 2:3 bonus issue, both in late 2025/early 2026.
Face Value	Rs.2 per Equity Share.
Promoters and Selling Shareholders	BC Asia Investments XV Limited (Bain Capital affiliate) is offering up to 16,018,769 Equity Shares at a WACA of Rs.480.34, adjusted for its large March 2026 Tranche 2 capital infusion; Mangalam Capital Private Limited (a Promoter Group entity, formerly Mangalam Coils Private Limited) is offering up to 3,118,833 Equity Shares at a WACA of Rs.4.81.
Eligibility Route	Regulation 6(1) of the SEBI ICDR Regulations, 2018, the standard main board profitability-based eligibility route.
Listing Exchange	Main board listing on both BSE Limited and the National Stock Exchange of India (NSE); NSE is the Designated Stock Exchange.
BRLMs	A large 6-bank syndicate: Axis Capital Limited, Jefferies India Private Limited, Kotak Mahindra Capital Company Limited, Nomura Financial Advisory and Securities (India) Private Limited, SBI Capital Markets Limited and 360 ONE WAM Limited.
Registrar	KFin Technologies Limited.
Bid or Offer Dates	Anchor Bid: Friday, August 7, 2026. Opens: Monday, August 10, 2026. Closes: Wednesday, August 12, 2026.
Listed Peers, One Line	4 listed peers in the auto electrical components space (Minda Corporation, Uno Minda, Motherson Sumi Wiring India, Sona BLW Precision Forgings); the Company's RoNW sits in the middle of this peer set.

This is a large, private-equity-backed main board IPO, with Promoter BC Asia Investments XV Limited being an affiliate of Bain Capital, and a 6-bank BRLM syndicate reflecting the scale of the transaction. Just months ahead of this RHP, BC Asia XV made a very large additional primary investment into the Company (over Rs.10,225 million in March 2026), a capital infusion large enough to materially affect several of the Company's own FY 2026 return ratios, which is why the Company itself discloses adjusted, ex-infusion versions of certain KPIs in this RHP, detailed in Section 4.

How Will the IPO Money Be Used?

Object	Estimated Amount (Rs. Million)	Substantiation
Repayment or prepayment of borrowings availed by the Company	4,648.02	A specific rupee figure disclosed at the parent company level.
Investment in 3 Subsidiaries (Dhoot Autocomponents Private Limited, Dhoot Automotive Systems Private Limited, Dhoot Transmission UK Limited) to repay their borrowings	3,017.73	A specific rupee figure disclosed, channelled through equity investment into named subsidiaries for their own debt repayment.
Setting up new wiring harness manufacturing plants at Jhajjar, Haryana and Hosur, Tamil Nadu	1,500.00	A specific rupee figure disclosed for 2 named new greenfield sites; further construction and machinery detail not itemised in the summary reviewed here.
Funding inorganic growth through unidentified acquisitions and general corporate purposes	[TBD]	Capped at 35% of Gross Proceeds combined, with general corporate purposes and unidentified acquisitions each individually capped at 25% of Gross Proceeds, a notably higher and more flexible cap structure than the SME-scale issues elsewhere in this report series.

This is a diversified capital plan spanning debt reduction (both at the Company and 3 named subsidiaries, together the largest identified use at approximately Rs.7,665.75 million), 2 new greenfield wiring harness plants supporting further capacity growth, and a comparatively large, flexible bucket for unidentified inorganic acquisitions and general corporate purposes (up to 35% of Gross Proceeds combined).

This acquisition-related flexibility is more prominent here than in most other reports in this series, consistent with a larger, PE-backed company with an active M&A posture. None of the fund requirements have been independently appraised by any bank or financial institution, and the Net Proceeds and General Corporate Purposes figures remain undetermined until the Offer Price is fixed.

Financial Performance

P&L and Key Metrics (Rs. Million unless stated)

Particulars	FY 2026	FY 2025	FY 2024
Revenue from operations	45,249.55	34,448.63	27,977.26
Revenue growth (%)	31.35	23.13	31.60
EV revenue as % of total revenue	24.17	25.22	16.19
EBITDA	7,109.89	5,909.63	5,123.98
EBITDA margin (%)	15.71	17.15	18.31
Profit after tax	3,968.42	3,538.87	2,987.48
PAT margin (%)	8.70	10.19	10.67
Return on equity (%, as reported)	16.30	35.60	39.88
Return on equity (%, excluding BC Asia Tranche 2 infusion)	28.10	N/A	N/A
Return on capital employed (%, as reported)	19.14	29.66	33.56
Return on capital employed (%, excluding BC Asia Tranche 2 infusion)	27.83	N/A	N/A
Capacity utilisation (%)	74.26	64.22	65.23
Net Debt to EBITDA (times)	-0.25	1.29	0.99

Independently recomputed, revenue growth has been consistently strong across all 3 years (31.60% in FY24, 23.13% in FY25, and 31.35% in FY26), while PAT grew from Rs.2,987.48 million to Rs.3,968.42 million over the period. EBITDA margin has gradually declined, from 18.31% (FY24) to 15.71% (FY26), which the Company's KPI notes attribute in part to one-off stamp duty on an organisational restructuring in FY25 (adjusted EBITDA margin was 17.49% that year); this moderating trend is a genuine one worth watching rather than a one-off event, since margins compressed again from FY25 to FY26 even after that adjustment.

The most important interpretive point in this Company's financials is the effect of the BC Asia Tranche 2 Issuance, a Rs.10,225.61 million primary capital infusion completed in March 2026, right at the FY26 year end and not yet deployed as of March 31, 2026.

Because this cash sits on the balance sheet inflating both the equity and capital employed bases without yet having been put to productive use, the Company's headline FY26 Return on Equity (16.30%) and Return on Capital Employed (19.14%) look sharply lower than FY25 (35.60% and 29.66% respectively) even though underlying operating profit grew.

The Company itself discloses adjusted figures excluding this infusion, RoE of 28.10% and RoCE of 27.83%, which are a more like-for-like comparison to prior years, though even on this adjusted basis both ratios are somewhat below the FY24 and FY25 levels, consistent with the margin compression noted above. Separately, Net Debt to EBITDA swung to net cash (-0.25 times) in FY26, almost entirely a function of the same large cash infusion rather than organic deleveraging.

How Does It Compare to Peers?

Company	Revenue (Rs. Million)	Diluted EPS (Rs.)	P/E (times)	RoNW (%)	NAV/Share (Rs.)
Dhoot Transmission Limited	45,249.55	24.40	N/A (Price TBD)	16.55	149.74
Minda Corporation Limited	61,853.40	15.07	46.49	13.63	110.58
Uno Minda Limited	1,96,575.90	20.75	56.87	17.53	118.38
Motherson Sumi Wiring India Limited	1,14,775.80	0.94	43.24	28.92	3.26
Sona BLW Precision Forgings Limited	44,751.48	10.30	74.64	10.70	96.23

The RHP discloses 4 listed peers in the automotive electrical and electronics component space, ranging from roughly comparable in scale (Sona BLW Precision Forgings, at a similar revenue level) up to more than 4 times larger (Uno Minda). On RoNW, Dhoot Transmission's 16.55% sits in the middle of the peer set, ahead of Minda Corporation (13.63%) and Sona BLW (10.70%), but behind Uno Minda (17.53%) and well behind Motherson Sumi Wiring India (28.92%, the pure-play wiring harness peer among this set).

The industry P/E range is wide (43.24 to 74.64 times, with a composite average of 55.31 times), and Dhoot's own P/E cannot yet be calculated pending Offer Price determination. Notably, Motherson Sumi Wiring India, the peer with the closest business overlap (wiring harnesses specifically, primarily for passenger vehicles rather than 2W/3W), also carries the lowest industry P/E in the set despite the highest RoNW, a useful data point for triangulating where Dhoot's own valuation might land.

Key Risks to Know Before Applying

l The Company is heavily dependent on the 2W and 3W vehicle segments and on a concentrated set of top 5 and top 10 OEM customers, with no firm, long-term volume commitments from these customers; termination, modification or reduction of orders from any major customer could materially affect revenue.

l EBITDA margin has declined in each of the last 2 years (18.31% to 17.15%/17.49% adjusted to 15.71%), and while part of the FY25 dip is explained by one-off restructuring costs, margins compressed again in FY26 even excluding that item, a genuine trend worth monitoring rather than a single-year anomaly.

l The Company's FY26 Return on Equity and Return on Capital Employed are mechanically depressed by a large, recent, not-yet-deployed capital infusion (the BC Asia Tranche 2 Issuance, Rs.10,225.61 million, completed March 2026); investors should use the Company's own adjusted, ex-infusion figures (RoE 28.10%, RoCE 27.83%) for a more like-for-like comparison to prior years, and should watch how efficiently this large cash balance is deployed going forward.

l Conflicts of interest may arise between the Company and other Bain Capital affiliates, which may hold interests in competing businesses; the Company has no non-compete agreement with Bain Capital, and none of its Directors (other than individual Promoter Rahul Radhavallabh Dhoot) are subject to any non-compete or non-solicitation restriction, leaving them free to engage in competing businesses.

l One of the Company's 2 Promoters, BC Asia Investments XV Limited, is a financial investor that does not possess adequate experience in the Company's line of business, per the Company's own disclosure.

l The Company has been unable to locate certain historical corporate records (share allotment forms from 2006 and 2008, a registered-office-change challan, and pre-2023 share transfer documentation), despite engaging an independent Practicing Company Secretary for a physical RoC search and notifying the RoC of the gap; separately, a Subsidiary (DHPL) received a show cause notice for an inadvertent AOC-4 filing error and has paid a resulting Rs.10,000 penalty in full.

l Certain manufacturing facilities, including Hosur, Tamil Nadu and Pithampur, Madhya Pradesh, currently operate at high capacity utilisation, which could constrain the Company's ability to service incremental demand without further capacity investment.

l The Statutory Auditors' report for Fiscal 2024 includes an emphasis of matter relating to the basis of preparation of Special Purpose Consolidated Financial Statements prepared specifically for this Offer; the auditor's opinion itself was not modified in respect of this matter.

l The Company has entered into related party transactions in the past, including sale of movable and immovable assets to a Subsidiary in FY24, and may continue to do so; while conducted at arm's length per the Company's disclosure, more favourable terms with unrelated parties cannot be assured.

l The Company depends on a limited number of suppliers for raw materials and components, and its manufacturing footprint carries geographic concentration risk, with installed wiring harness capacity concentrated across a small number of states (50.52%, 28.26%, 14.12% and 5.26% across 4 locations as at FY26).

l The Company has total borrowings of Rs.8,413.92 million as at FY 2026, and any failure to comply with financial or other covenants in its financing agreements could constrain operational flexibility.

l The Company faces execution risk on its new Jhajjar and Hosur greenfield plants, and on integrating any future inorganic acquisitions funded from the flexible, unidentified portion of this Offer's Net Proceeds.

Positives to Note

l The Company holds genuine, independently verified (CRISIL Report) market leadership: a 41% share by value of India's combined 2W and 3W wiring harness market, and close to 70% share of the electric 2W and 3W wiring harness segment specifically, positioning it to benefit disproportionately as EV penetration in 2W is forecast to rise from 6.6% in FY26 to 25-30% by FY31.

l Revenue has grown strongly and consistently across all 3 disclosed fiscal years (23% to 32% annually), and capacity utilisation improved meaningfully in FY26 (74.26%, up from 64.22% to 65.23% in the prior 2 years), indicating the business is absorbing its expanded footprint productively.

l On a like-for-like basis excluding the recent large capital infusion, the Company's Return on Equity (28.10%) and Return on Capital Employed (27.83%) remain strong and broadly comparable to, or better than, most of its 4 disclosed listed peers.

l The Company is backed by Bain Capital (via Promoter BC Asia Investments XV Limited), which made a very large incremental primary investment (over Rs.10,225 million) into the Company just months before this listing, a strong signal of continued institutional confidence rather than a pure Promoter exit.

l EV revenue has scaled from 16.19% to approximately a quarter of total revenue over the 3 year track record, evidencing genuine, already-realised diversification into the higher-growth electric vehicle segment rather than a purely aspirational strategy.

l The Company proactively engaged an independent Practicing Company Secretary to search for its untraceable historical records and formally notified the RoC of the gap, and has fully paid the one identified penalty (Rs.10,000) arising from a Subsidiary's inadvertent filing error, evidencing a systematic, transparent approach to legacy compliance gaps.

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