A €900m dilution authority sits over the multiple regardless of how clean the operating restart looks.

• Dated trigger. The 27 January 2025 EGM pre-authorised up to 16.9m new shares — 50% of the count — plus €900m of convertibles valid to 2030, with preemption excluded on cash issues up to 10%. The June 2026 AGM is the first chance to retire it or ring-fence it.
• Captive board. Three of four supervisory seats sit with Bajaj Auto executives; the audit-committee chair is Bajaj Auto's own CFO. The Austrian Takeover Commission waived the mandatory bid on 23 October 2025 under the Sanierungsprivileg, so no minority received a control premium and none has an equal-exit right.
• Means and motive. A partial draw at today's €19 would lift share count toward 45-50m and transfer roughly €300-400m of equity value from float to parent before any operating recovery accrues to the listed minority. Minorities cannot block.

The FY2025 €590m "profit" is a creditor haircut, not earnings.

Net debt fell from €1.64B to €798M almost entirely through the 70% creditor write-down — only the €525m cash quota is real deleveraging. Reported CFO of -€22m was carried by a €254m working-capital release; gross cash flow before the working-capital release was -€295m (Brutto Cashflow per the IFRS statement). Capex at 58% of D&A and R&D capitalisation cut from 60% to 36% mean the cost base is honest at the trough — the income statement is not.

Eighteen months ago this was Pierer Mobility. Today it is Bajaj's.

Before: For three decades Stefan Pierer ran KTM out of Mattighofen, compounding a credible 9-10% EBIT margin premium-bike franchise. Through 2022-2023 dealer inventory was stuffed to 182,029 units and working capital tripled to €531m on flat European demand — the hole opened a full year before the headlines arrived.

Pivot: KTM AG filed self-administered restructuring on 29 November 2024. Bajaj signed a call option with Pierer Industrie on 22 May 2025, anchored €800m of restructuring and shareholder support, exercised the option to take 74.9% of the holding on 18 November 2025, and the listed entity was renamed and re-tickered on 13 January 2026. PIERER became BMAG; the founder left the Vorstand; a new CFO arrived in September.

Today: Q1 2026 revenue grew 70% YoY to €331m and EBITDA returned to €5.5m on 40,332 units. COGS still ran 80.6% of revenue against the ~70% pre-Corona baseline, and the new CFO declined to put a number on FY2026. The first standalone clean-accounting window is the H1 2026 report in August.

The only structural growth pool sits behind undisclosed transfer pricing.

• Volume is real. Bajaj-channel KTM and Husqvarna unit sales rose 27% to 78,906 in 2025 while group volume fell 28% and Mattighofen ran a five-month production halt; cumulative Chakan production sits above 1.3m units. This is the strategic logic of the November takeover.
• Economics are opaque. The royalty and license rate paid from Bajaj's Chakan plant up to listed BMAG is not publicly disclosed; the audit-committee chair is Bajaj Auto's own CFO. No outside minority can verify whether Chakan unit growth translates into economic profit at the float.
• Precedent already exists. FY2025 disposals of KTM Technologies and PIERER Innovation went to former-Pierer entities without disclosed arm's-length pricing — value transfer without disclosure has happened once on this register inside the last twelve months.