Carraro India Postal Ballot To Approve ₹10,129.49 Million Related Party Transactions With CDTI

Carraro India Limited has issued a postal ballot notice seeking shareholder approval for material related party transactions.The proposal covers dealings with Carraro Drive Tech Italia S.p.A. aggregating up to ₹10,129.49 million for FY 2026–27.

The disclosure to NSE and BSE on February 27, 2026 was made pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has proposed an ordinary resolution to be passed through remote e-voting only.

Proposed Related Party Transactions With CDTI

The resolution, framed under Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, seeks consent to enter into and/or continue material related party transactions with Carraro Drive Tech Italia S.p.A. (CDTI), identified as a related party under Section 2(76) of the Act and Regulation 2(1)(zb) of the Listing Regulations.

The aggregate value of transactions is capped at ₹10,129.49 million during the financial year 2026–27. The scope is not narrow. It includes:

• Sale of goods such as agricultural and construction equipment transmissions, axles, gears and allied components.
• Purchase of components and consumables required for manufacturing operations, including ECUs, brakes, clutches and related assemblies.
• Corporate service charges for functions such as sales and marketing support, global sourcing and supply chain services.
• Payment of warranty charges relating to products sold to CDTI.

The board stated that the transactions would be undertaken in the ordinary course of business and on an arm’s length basis. Audit Committee approval has been recorded in the explanatory statement annexed to the notice.

Under SEBI norms, a transaction is classified as “material” if it exceeds prescribed thresholds relative to annual consolidated turnover, thereby necessitating prior shareholder approval via a resolution in which related parties abstain from voting. The postal ballot mechanism allows such approval without convening a physical general meeting.

E-Voting Timeline And Procedural Details

The remote e-voting window opens at 9.00 a.m. (IST) on Saturday, February 28, 2026 and closes at 5.00 p.m. (IST) on Sunday, March 29, 2026. Voting rights will be reckoned on the basis of equity shares held as of the cut-off date, February 202026.

The company has appointed MUFG Intime India Private Limited (formerly Link Intime India Private Limited), branded as “InstaVote”, to administer the electronic voting platform.

Ashwini Inamdar (Membership No. 9409), or failing her, Alifya Sapatwala (Membership No. 24091), Partners at Mehta & Mehta, Practising Company Secretaries (ICSI Unique Code: P1996MH007500), have been designated as scrutiniser. Their decision on the validity of votes cast will be final.

Results are scheduled to be declared on or before Tuesday, March 31, 2026, and will be intimated to the stock exchanges in line with regulatory requirements. If approved by the requisite majority, the resolution will be deemed passed on March 29, 2026, being the last date of e-voting.

Company Background

Carraro India Limited, formerly Carraro India Private Limited, is engaged in the manufacture of transmission systems and components for agricultural tractors and construction equipment. The company operates from its registered office at B2/2 MIDC Ranjangaon, Pune, Maharashtra.

It forms part of the Carraro Group and supplies driveline solutions to original equipment manufacturers in domestic and export markets. Related party arrangements with group entities typically cover technology-linked components, assemblies and shared corporate services — structured under transfer pricing and arm’s length frameworks.

Conclusion

The postal ballot now shifts the decision to public shareholders, excluding related parties from the voting process as mandated. Approval would formalise the operational envelope for intra-group transactions in FY 2026–27 up to ₹10,129.49 million. Rejection, though less common in such cases, would require the company to recalibrate its inter-company commercial architecture.

Source:

• https://nsearchives.nseindia.com/corporate/CARRARO_27022026154216_CILIntimationofPostalBallotNotice2026Signed.pdf
• https://www.nseindia.com/get-quote/equity/CARRARO/Carraro-India-Limited