Dhoot Transmission

Dhoot Transmission Limited

Incorporated in 1998 by Rahul Dhoot at Aurangabad, Dhoot Transmission makes wiring harnesses, the bundled wire assemblies that carry power and signals across a vehicle’s electrical system. Harnesses are 77% of FY26 revenue; the balance is battery packs, sensors, electronic controllers and switches. 2W is 65% of revenue and 3W is 13%. It runs 22 plants, 19 in India and three in the UK, Slovakia and Thailand, serving 495 customers. Bain Capital took control in April 2025 and holds 55% pre-offer.

DRHP filed: confidential DRHP on 3 February 2026. Updated DRHP-1 filed on 22 May 2026.

IPO open & close: 10 August 2026 - 12 August 2026

Listing date: 17 August 2026

BRLM: Axis Capital, Kotak Mahindra Capital, Jefferies India, Nomura Financial Advisory and Securities (India), SBI Capital Markets and 360 ONE WAM.

Auditor: Price Waterhouse Chartered Accountants LLP.

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Delta’s View:

May Subscribe for Listing Gains | Track

Dhoot makes wiring harnesses for India's leading 2W and 3W makers and leads that market with 41% share. Bajaj, TVS, Honda Motorcycle and Royal Enfield have been clients for 13 years on average and cover 69% of the Indian 2W market. Revenue grew 27% a year over two years and its 15.7% EBITDA margin is the best among peers, helped by in house components and 2W focus. Electrification is the next lever. Bain took 55% in 2025 and is rebuilding the company. At the IPO ask valuation of ~23x EV/EBITDA (~45x P/E), it is closely valued with peers MSWIL (26x EV/EBITDA) & Minda Corp (24x). We would actively track the company & revisit at a better entry valuation.

One can expect decent listing gains as per current GMP ~29% (10 August 2026), provided the GMP sustains.

•     Dhoot makes wiring harnesses and leads the Indian 2W and 3W harness market with 41% share by value in FY26, ranking top two in 2W at 37.6% and leader in 3W at above 70% (CRISIL). Clients include Bajaj Auto, TVS Motor, Honda Motorcycle and Scooter India and Royal Enfield, who together hold ~69% of the Indian 2W market. Hero MotoCorp, the largest OEM at 27.5% share, is not a client yet.

•     Average relationship with the top five clients is 13 years as at March 2026. Dhoot is picked at the design stage for a specific vehicle model and then supplies it for as long as that model is made. The tools are owned by the OEM but sit inside Dhoot's factory. It is difficult for OEM to switch suppliers. Bajaj auto, which was its first major OEM won in 2003, forms 32% of FY26 revenue. Top 5 clients (Bajaj Auto, TVS Motor, Honda Motorcycle & Scooter India, unnamed, Royal Enfield) formed 72% of revenue in FY26. Client count also rose from 436 in FY24 to 495 in FY26.

•     Revenue grew from 2,798 cr in FY24 to 4,525 cr in FY26. The company had revenue of 1,155 cr in FY19, and has since grown at ~22% CAGR. Growth has been volume led in the core product, the wiring harness units increased from 8.3 mil (FY24) to 12.1 mil (FY26). Harness capacity rose from 10.55 mil standard units in FY24 to 14.09 mil in FY26. Realisation per unit fell 7.5% in FY26 alongside EV revenue share slipping from 25.2% to 24.2%. Non harness units rose 79% (from FY24 to FY26) to 19.2 mil, led by controllers, sensors, switches, battery packs and EV charging cord sets.

•     An EV 2W harness carries 1.5x to 2.5x the content of an ICE 2W harness because it needs high voltage cabling, battery interconnects and motor control links, so electrification raises billing per vehicle. EV linked revenue was 24.2% of FY26 revenue against 16.2% in FY24. It holds close to 70% of the electric 2W and 3W harness market. CRISIL projects this market to grow at 39% to 41% CAGR to FY31 as e2W penetration moves from 6.6% to 25-30%.

•     The company, founded in 1998, took no outside equity for 27 years until Bain Capital in Jan 2025. Early capital came from Rahul Dhoot, their group firms: Mangalam Coils & the family dealership Dhoot Motors. Rahul Dhoot is electronics engineer who left the family dealership a month after joining and shut a two-wheeler finance venture before starting this. Aurangabad is Bajaj Auto’s manufacturing base, and the 2003 Bajaj contract took turnover from 1 cr to 100 cr in three years. Expansion since was funded by debt and retained earnings.

•     Bain Capital announced its investment on 16 January 2025, saying it would bring global automotive expertise and support expansion through acquisitions and partnerships. It has committed 4,979 cr, of which 3,957 cr went to the promoter family for their existing shares and holding company, and 1,023 cr stayed in the business as fresh capital. Bain took 49% in April 2025, rose to 55% in March 2026, and holds 43% post-offer. Four deals have been signed since, of which one has closed. Its subsidiary bought M/s Multilink, which makes switches, relays, chargers and sensors for 2W and 3W, for 435 cr in April 2026. A 400 cr merger with FourFront Ltd is still not complete.

•     Its closest listed comparables are Mothe rson Sumi Wiring, a pure play harness maker which draws 64% of revenue from passenger vehicles and only 12% from 2W, Minda Corporation, which makes harnesses, switches and security systems with 48% of revenue from 2W and 3W, and Uno Minda, a Tier 1 supplier of switches, lighting, seating, alloy wheels and EV electronics running 76 plants. Yazaki India, owned by Yazaki of Japan, is the largest unlisted harness maker with 13 plants and 20,000 employees, though its clients are car and truck makers. All supply wiring harnesses or auto electricals to the same OEMs, and all sit in a tight FY26 gross margin band of 32.5% to 37.0%.

•     Dhoot's growth (FY24-FY26) was highest in peer set, at ~27%, against ~18% for Uno Minda, ~17% for Motherson Sumi Wiring and ~15% for Minda Corporation. Its FY26 EBITDA margin of 15.7% is also the highest, against 11.7%, 11.5% and 9.2%. This could be due to 78% of its revenue coming from 2W and 3W makers, while Motherson Sumi being ~64% passenger vehicle, where fewer and larger OEMs squeeze suppliers harder; Also, Dhoot makes its own terminals, connectors, cables and moulded parts, covering close to 30% of raw material need.

•     Copper is 50% to 60% of a harness bill of materials. Copper prices went from under USD 11,000 per tonne in November 2025 to a record USD 13,387 in January 2026 and USD 14,196 intraday in May 2026. Gross margin fell from 35.5% to 33.9% at Dhoot and 34.5% to 32.5% at Motherson Sumi over FY24 to FY26, while Minda Corporation and Uno Minda, which are less harness heavy, held near 37% and 36%.

•     Net capex of 985 cr over FY24 to FY26 took gross block from 717 cr to 1,502 cr and the plant count to 22. That lifted harness capacity 34% to 14.09 mil units, sensors 67% and controllers 54%. Of the 1,400 cr fresh issue, 767 cr repays borrowings at the company and 3 subsidiaries, retiring 84% of the 915 cr outstanding at 20 July 2026 and taking debt to equity from 0.35x (March 2026) to ~0.04x (post IPO).

•     At 871 Rs, the ask valuation is 17,816 cr, being 44.9x FY26 earnings and ~22.8x EV/EBITDA on an enterprise value of ~16,235 cr. This compares with 25.6x (EV/EBITDA) for Motherson Sumi Wiring, 23.7x for Minda Corporation, and 33.8x for Uno Minda. Pricing sits at the lower end of the set, and a further correction could make the valuations attractive. We would track this actively and revisit at a better entry valuation.

Business

•     Dhoot designs and manufactures wiring harnesses, the bundled wire assemblies that carry power and signals across a vehicle’s electrical system. It operates 22 manufacturing plants as at March 2026, 19 in India and three in the UK, Slovakia and Thailand. FY26 revenue was 4,525 cr, up 31.4%, with EBITDA of 711 cr at a 15.7% margin and PAT of 397 cr.

•     Wiring harnesses contributed 77.1% of FY26 revenue at 3,488 cr. The balance 22.9% at 1,037 cr covers battery packs, sensors, electronic controllers, automotive switches, moulds and dies, scrap and traded materials, which the RHP does not break down further. By end use, 2W was 65.5%, 3W 12.9% and commercial, off highway, farm and industrial vehicles 21.7%.

•     Four product lines. Wiring harnesses for ICE and EV platforms, where an electric 2W carries 1.5x to 2.5x the harness content of an ICE 2W. Battery packs for electric 2Ws, currently supplied to a single customer. Sensors and controllers covering wheel speed, tilt, throttle position, USB chargers and light control modules. Automotive switches including battery cut off and vehicle to load adapters.

•     The company reported 495 customers in FY26 against 466 in FY25. Top five customers contributed 71.6% of revenue and top ten 80.9%. Bajaj Auto alone was 31.8%, TVS Motor 19.6% and Honda Motorcycle and Scooter India 10.4%. India contributed 90.5% of FY26 revenue and exports 9.5%, down from 12.8% in FY24.

•     Inputs are copper, brass and polymers, plus bought in connectors, terminals, cables, mouldings and printed circuit boards. Cost of materials consumed was 3,069 cr in FY26, being 67.8% of revenue. Sourcing is from Maharashtra, Tamil Nadu and Haryana within India, and from China, Switzerland and Germany overseas. Top ten suppliers accounted for 43.7% of raw material purchases.

•     The company manufactures terminals, connectors, cables and moulded parts in house rather than buying them, covering close to 30% of raw material need, which supports pricing on new RFQs. The harness process runs from automated cutting, stripping and crimping through sub assembly, ultrasonic welding, formboard assembly, circuit testing and just in time dispatch to OEM plants. R&D spend was 17.3 cr in FY26.

•     Installed harness capacity was 14.09 mn standard units in FY26 against 10.55 mn in FY24, with utilisation at 81.3%. Sensors ran at 83.4% and controllers at 82.6%. Automotive switches ran at 24.0%. Blended utilisation across all products was 74.3%. Of the 22 plants, 15 are leased and plants are co located near OEM clusters at Aurangabad, Pune, Hosur, Kanchipuram, Jhajjar and Manesar.

Promoters and Leadership

•     Rahul Radhavallabh Dhoot, aged 53, founded the company in 1998 with his father and brother and has been on the board for 28 years. An electronics engineer from Dr. Babasaheb Ambedkar Marathwada University, he left the family car dealership a month after graduating, ran a two wheeler financing venture that failed, and built the harness business.

•     He holds 29.9% and was redesignated Managing Director on 2 April 2025. Bain Capital, through BC Asia Investments XV Limited of Mauritius, is the second promoter and holds 55.0%. The two promoters together hold 84.9% and, with the promoter group, the family and Bain hold 100% of pre-offer capital.

Shareholding Pattern

•     Pre-offer capital is 188,467,612 shares. Promoters hold 84.9%, being BC Asia Investments XV at 55.0% and Rahul Dhoot at 29.9%. The promoter group holds the balance 15.1%, comprising Anupama Dhoot at 5.2%, three children at 2.8% each and Mangalam Capital at 1.7%. Promoters and promoter group together hold 100% pre-offer, which falls to 82.8% post-offer.

Issue Details

Fresh issue size - Amount → 1,400 cr ; To be utilized in -

•     Repayment or pre-payment of certain borrowings availed by the company → 465 cr

•     Investment in subsidiaries Dhoot Autocomponents, Dhoot Automotive Systems and Dhoot Transmission UK for repayment of their borrowings → 302 cr

•     Setting up new wiring harness plants at Jhajjar (Haryana) and Hosur (Tamil Nadu) → 150 cr

•     Inorganic acquisitions, General Corporate Purposes & Others → 483 cr

Offer For Sale size - Amount → 1,667 cr ;

•     BC Asia Investments XV Limited (Bain Capital), the promoter, will sell 1,60,18,769 shares being 15% of its pre-IPO shareholding, resulting in post-IPO stake of 43%.

•     Mangalam Capital Private Limited, a promoter group entity promoted by Rahul Dhoot, will sell its entire holding of 31,18,833 shares and will exit fully.

•     Rahul Dhoot, the individual promoter, is not selling any shares. His stake moves from 30% to 28% on dilution.

Financials