Bonfiglioli cannot trace six early ownership-related records

Bonfiglioli Transmission Private Limited, referred to here as Bonfiglioli, says it cannot trace Registrar of Companies (RoC) forms and challans for four 1999-2001 allotments and specific records for two early transfers. An independent RoC-office search reported on February 6, 2026 did not retrieve them, leaving alternate documentation to support parts of the promoter ownership history.

What Bonfiglioli ownership records cannot be traced?

Bonfiglioli cannot trace forms and challans for four cash allotments dated April 5, 1999, August 20, 1999, March 20, 2000 and November 23, 2001. The four allotments issued a combined 19,999,542 equity shares, each with a face value of Rs 10 and an issue price of Rs 10 per share.

The April 5, 1999 allotment issued 2,795,618 shares, comprising 2,375,292 shares to Bonfiglioli S.p.A., 419,346 shares to Simest S.p.A. Société Italiana per le Imprese all’Estero (SIMEST), and 980 shares to M. Ganesh. The August 20, 1999 issue added 5,477,622 shares to Bonfiglioli S.p.A.; the March 20, 2000 issue added 2,345,648 shares to Bonfiglioli S.p.A. and 1,380,654 shares to SIMEST; and the November 23, 2001 issue added 8,000,000 shares to Bonfiglioli S.p.A.

Bonfiglioli also identifies two unavailable documents in the build-up of its promoter shareholding. The company could not trace the board resolution for the November 24, 2000 transfer of 1,000 shares from M. Ganesh, and it could not trace Form 7B, the transfer instrument identified in the disclosure, for the February 16, 2001 transfer of 1,800,000 shares from SIMEST to Bonfiglioli S.p.A.

How large were the untraced transactions in Bonfiglioli’s capital history?

Bonfiglioli’s four allotments with unavailable forms and challans accounted for 19,999,542 shares out of the 40,000,000 cumulative shares outstanding after the November 23, 2001 allotment. The remaining 20 shares reflected the initial subscription made on incorporation on June 23, 1998, while a March 30, 2001 allotment of 20,000,438 shares was separately disclosed without the same records qualification.

The capital history shows the share count rising from 20 shares at incorporation to 2,795,638 after April 5, 1999, 8,273,260 after August 20, 1999, and 11,999,562 after March 20, 2000. It then reached 32,000,000 after the March 30, 2001 issue and 40,000,000 after November 23, 2001, meaning the four qualified allotments represented nearly half of the shares outstanding at that point.

The records matter to the disclosed ownership path because Bonfiglioli S.p.A. was the allottee for 15,853,270 of the 19,999,542 shares issued in the four qualified allotments. Its February 16, 2001 acquisition of 1,800,000 shares from SIMEST, also at Rs 10 per share, was a secondary transfer rather than a fresh issue and is subject to the separate missing-Form-7B disclosure.

What verification did Bonfiglioli undertake with the RoC?

Bonfiglioli says an independent search at the RoC office did not retrieve the forms and challans relating to the four allotments or the identified filings connected with the two transfers. The independent search report was submitted on February 6, 2026, according to the capital-structure disclosure.

Bonfiglioli says it has therefore relied on alternate documentation, including board resolutions for the respective allotments. For the November 24, 2000 transfer, however, the board resolution itself is identified as unavailable; for the February 16, 2001 transfer, the unavailable document is Form 7B rather than a board resolution.

The disclosure distinguishes the company’s own inability to trace records from the result of the independent RoC search. It also states that Bonfiglioli cannot assure investors that the unavailable forms or other records will be available at any time in the future, which leaves the alternate-documentation approach as the disclosed basis for the affected transactions.

Does the Bonfiglioli record gap change current promoter ownership?

The record gap does not change Bonfiglioli’s reported pre-offer shareholding: Bonfiglioli S.p.A. holds 187,995,834 equity shares, representing 100.00% of the issued, subscribed and paid-up equity share capital. That total includes 10 shares held through nominees, and Bonfiglioli states that none of the promoter’s shares were pledged or otherwise encumbered as of the draft prospectus date.

Later transactions also contributed to the reported holding. Bonfiglioli S.p.A. received 40,000,000 shares in December 2011, 45,000,000 shares in December 2012, and 2,941,176 shares in a December 21, 2021 rights issue; it had 2,610,620 shares bought back on May 9, 2024 at Rs 124.30 per share.

A January 25, 2026 bonus issue allotted 62,665,278 shares to Bonfiglioli S.p.A. in a one-for-two ratio based on the November 3, 2025 record date. That bonus issue lifted the company’s cumulative share count from 125,330,556 to 187,995,834, whereas the earlier four allotments occurred when the company’s cumulative capital had not yet reached 40,000,000 shares.

The proposed transaction is an offer for sale of up to 46,998,959 shares, not a fresh issue. Bonfiglioli therefore states that its 187,995,834 issued, subscribed and paid-up shares will remain unchanged before and after the offer, although post-offer promoter shareholding percentages were marked for update at the prospectus stage.

Conclusion

Bonfiglioli has disclosed that four early allotment filings and two records relating to promoter-share transfers cannot be traced, despite an independent RoC search reported on February 6, 2026. The affected allotments issued 19,999,542 shares between April 1999 and November 2001, and the transfer records cover 1,801,000 shares acquired through two transactions in 2000 and 2001.

The next disclosed point to watch is whether the unavailable forms, challans, Form 7B or board-resolution record are retrieved, since Bonfiglioli says it cannot assure their future availability. The final prospectus may also update post-offer ownership percentages because the draft describes an offer for sale of up to 46,998,959 shares while leaving those percentages blank.