Carraro India Ltd

Senior Management Change

• Cessation: Sanjay Kumar, Director of Manufacturing, ceases SMP due to superannuation on 30 Sep 2026.
• Appointment: Dheeraj Kumar Rai appointed Director of Manufacturing and SMP, effective 01 Oct 2026.
• Profile: Dheeraj Kumar Rai holds BE/MTech; previously with Tata Cummins, Meritor India, Suzlon, Asia Motor Works.
• Impact: SMP role continues; no board/committee composition changes stated.

Acquisition details

• Target company: Carraro India Limited.
• Acquirers and PACs: 3P India Equity Fund schemes (1, 1M, 2M); not promoter.
• Acquirer not part of promoter/promoter group.
• Listed on BSE and NSE.
• Pre-acquisition voting rights: 26,76,588 shares (4.71%).
• Encumbrances: None.
• Post-acquisition voting rights: 28,76,588 shares (5.06%).
• Acquired: 2,00,000 voting shares; 0.35% of total.
• Mode of acquisition: Open market; fully paid Rs 10 equity shares.
• Date of acquisition: Trade date September 18, 2026.
• Equity share capital before/after: 56,85,15,380; 5,68,51,538 shares of Rs 10.
• Total diluted post-acquisition: 5,68,51,538 shares.
• Securities acquired: post-acquisition stake 5.06%.

Parties & listing

• Target: Carraro India Limited.
• Acquirer and PACs: 3P India Equity Fund schemes 1, 1M, 2M.
• Promoter status: No.
• Listed on: BSE and NSE.

Pre-acquisition holdings

• Voting rights pre-acquisition: 26,76,588 shares (4.71%).
• Encumbrances: none.
• VRs other than equity: none.
• Warrants/convertibles: none.

Acquisition details

• Shares voting rights acquired: 2,00,000 (0.35%).
• Mode: Open market.
• Date of trade: Sep 18, 2026.
• Salient features: fully paid equity shares, Rs 10 face value.

Post-acquisition holdings & capital

• Post-acquisition voting rights: 28,76,588 shares (5.06%).
• Equity share capital before: Rs 56,85,15,380 across 5,68,51,538 shares.
• Equity share capital after: Rs 56,85,15,380 across 5,68,51,538 shares.
• Total diluted share capital after: Rs 56,85,15,380 across 5,68,51,538 shares.

Meeting Details

• Date & time: 22 September 2026, 10:00 AM onwards; meeting type: 1x1 / Group; place: Mumbai (in-person).

Participants

• Key company participants: Officials (including Company Secretary and Compliance Officer) slated to attend investor meetings.

Purpose

• Purpose: Discuss publicly available information with investors/analysts; no unpublished price-sensitive information will be discussed.

Additional Notes

• Schedule may change owing to exigencies of analysts, investors, or the company.

Meeting Details

• Date & time: 21 September 2026, 9:00 AM onwards.
• Nature of meeting: 1x1 / Group investor conference.
• Event/organiser: Anand Rathi Annual Flagship.
• Meeting name: Conference G-200 Summit 2026.

Participants

• Company officials will attend, including the Company Secretary and Compliance Officer.

Purpose

• Purpose: schedule investor conference; discussions to be based on public information.
• Discussions will be based on public information; no UPSI expected.

Additional Notes

• Recording / transcript / presentation availability not stated.

AGM Details

• AGM held on 10 September 2026 at 11:30 IST via VC/OAVM.
• Remote e-voting from 7–9 September 2026, 09:00–17:00 IST.
• E-voting during AGM was available on 10 September 2026.
• Record date for entitlement: 3 September 2026.
• Total shareholders on record: 90,445.

Resolutions & Voting Outcome

• Res 1: Adopt standalone and consolidated financial statements; passed.
• Res 2: Appoint Davide Grossi as Director by rotation; passed.
• Res 3: Appoint Andrea Conchetto as Non-Executive Director; passed.
• Res 4: Appoint MSKC & Associates LLP as Statutory Auditors; passed.
• Res 5: Final dividend declared: Rs 6.75 per share; passed.
• Res 6: Ratify remuneration payable to Cost Auditor for 2026-27; passed.
• Res 7: Modify material related party transaction; passed.
• Res 8: Additional governance/resolution details passed; all resolutions approved.

AGM Details

• Held on 10 September 2026 at 11:30 IST via VC/OAVM.
• Deemed venue: registered office.
• Remote e-voting operated 7–9 Sep; AGM e-voting at meeting.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt audited consolidated financial statements for year ended 31 March 2026.
• Ordinary: Declare final dividend of Rs 6.75 per equity share.
• Ordinary: Appoint Davide Grossi as director, retires by rotation.
• Ordinary: Appoint Andrea Conchetto as director, retires by rotation.
• Ordinary: Appoint MSKC & Associates LLP as Statutory Auditors.
• Ordinary: Ratify remuneration payable to Cost Auditors for 2026-27.
• Ordinary: Approve modification to material related party transaction.

Director Changes

• Re-appointment of Davide Grossi as director after rotation.
• Re-appointment of Andrea Conchetto as director after rotation.
• Both directors retire by rotation and are eligible for re-appointment.

Auditor Appointments

• MSKC & Associates LLP appointed as Statutory Auditors.

Material RPT

• Modification to material related party transaction approved.

Voting Status

• Results to be declared within two working days after AGM.

Overview

• Standalone FY2025-26 reporting boundary (April 2025–March 2026).
• Core business: manufacturing axles, transmission systems, and gears for global OEMs.
• 55% of turnover from transmission axles and gears.
• Two plants and two offices at Ranjangaon, Maharashtra; four national locations.
• Exports constitute 35.11% of turnover; 14 international markets.
• Operations serve 7 Indian states + 2 union territories; 14 foreign markets.

Key ESG risks & opportunities

• Energy management: high costs from non-renewables; 40.67 lakh kWh renewable electricity via onsite solar.
• Climate governance: regulatory developments (Net Zero 2070, CBAM) heighten compliance risk; ongoing Scope 1/2 monitoring.
• Waste management: 94% of waste recycled; opportunities through EPR and material efficiency.
• Water management: Maharashtra water-stressed; Zero Liquid Discharge with real-time monitoring.
• Occupational health & safety: LTIFR 0 (employees) and 0.32 (workers); one lost-time injury recorded.
• Governance & ethics: post-listing governance focus; anti-corruption, whistleblower, POSH policies; nine NGRBC principles.

Governance & policy highlights

• Sustainability overseen by Managing Director; no formal sustainability committee yet.
• Policies include ISO 9001/14001/45001, IATF 16949, nine NGRBCs, anti-corruption, whistleblower, POSH.
• Assurance: not applicable; no external assurance reported.
• Compliance events: no fines or penalties reported.
• Code of Ethics exists for directors and group, guiding governance and ethics.

Social responsibility & workforce

• Total workforce: 306 employees; 1,335 workers; female representation 6% of staff, 2% of workers.
• Training: 3 Board trainings, 1 KMP training, 34 employee trainings, 252 worker trainings.
• Well-being spend: 0.16% of turnover; health, safety and skill development emphasized.
• LTIFR: 0 for employees; 0.32 for workers; one lost-time injury recorded.
• Parental leave: four females on maternity leave; three returned, 100% return rate.
• Grievance mechanism: Stakeholder Engagement and Grievance Redressal with dedicated channels.

Environmental performance

• Energy: 13% renewable electricity; onsite solar contributed 40.67 lakh kWh; total energy 120,295 GJ.
• GHG emissions: Scope 1 2,270 tCO2e; Scope 2 13,615 tCO2; total 16,000 tCO2e.
• Waste: total 5,318 MT; 94% recycled; plastic 150.94 MT; hazardous 425.95 MT; non-hazardous 4,734.53 MT.
• Water: total withdrawal 78,634 KL; water intensity 3.51 KL per crore turnover; PPP-adjusted 7.26.
• Discharge: Zero Liquid Discharge across all operations; effluent treatment systems in place.
• Certifications: ISO 9001, ISO 14001, ISO 45001, IATF 16949; target to phase out R22 by 2027.

Stakeholder engagement & complaints

• Stakeholder groups: employees, customers, suppliers, investors, regulators, communities, partners.
• Engagement cadence: investors quarterly; employees weekly/monthly; customers monthly; suppliers weekly; communities quarterly.
• Customer complaints channel via dedicated grievances; no unresolved complaints noted in key categories.
• POSH, sexual harassment, and discrimination complaints largely nil; one product recall noted as an issue.
• Data privacy: privacy policy in place; no data breaches reported.

Other notable metrics

• Exports to non-India markets comprise 35.11% of turnover; 14 countries served.
• Related-party transactions: purchases from related parties 7.55%; sales to related parties 35.01%; investments 100%.
• Top dealers/distributors account for 97.5% of dealer sales; 12 dealers in total.
• Affiliations: one trade association membership (ICEMA).
• Cybersecurity framework exists; no confirmed external assurance; privacy policy active.

Financial performance

• Revenue from operations: ₹22,388.94m; EBITDA: ₹2,474.62m; PAT: ₹1,305.83m.
• EBITDA margin 10.83%; PAT margin 5.72%.
• Revenue grew ~25% YoY; PAT up ~48%.
• Export revenue grew 37% YoY; exports ~36% of total.
• Domestic revenue grew 19% YoY.
• Net debt to equity 0.11x; debt to equity 0.27x.
• Operating cash flow ₹1,308.93m; year-end cash ₹904.09m.

Expansion & growth

• Capex of ₹417m in 2025-26 on axles, transmissions.
• Axle capacity expansion approved to 154,160 units for 2026-27.
• TBH axle ramp-up progressed; BHL driveline growth aided exports.
• Engineering services revenue crossed ₹100m; Montra Electric e-transmission deal ₹17.5m.
• Higher horsepower transmission programs advanced; SOP for Turkey 2026-27, India 2027-28.
• 16 prototypes developed; 4 moved into production.

Capital structure & liquidity

• Consolidated net debt ₹645.15m; debt/equity 0.27x; net debt/equity 0.11x.
• Cash and cash equivalents ₹904.09m at year-end.
• Final dividend proposed ₹6.75 per equity share; payout policy 67.5%.
• Dividend subject to AGM approval; 30-day payout window after approval.

Governance & risk

• Statutory auditors: Deloitte Haskins & Sells LLP; MSKC & Associates appointed for 2026-27.
• Material related party transaction with Carraro Drive Tech Italia S.p.A. (CDTI) approved; omnibus limit ₹10,300m.
• CDTI RPT contains sale/purchase of goods, corporate services, warranties; treated at arm's length.
• Postal ballot approved 29 Mar 2026; CDTI transaction value ~₹10,129.5m already approved.
• Audit Committee oversight; internal controls adequate; no material audit flags.

ESG & CSR

• CSR spend ₹17.34m; CSR policy aligned with Schedule VII.
• ISO certifications: 9001:2015, 14001:2015, 45001:2018, IATF 16949:2016.
• Energy: 13% of electricity from renewables; zero-liquid-discharge (ZLD) in operation.
• Water withdrawal: 76,639 KL; waste: 5,318 MT with 94% recycled.
• LTIFR: employees 0; workers 0.32; one lost-time injury in year.