1. Acquisition of Gactel Turnkey Projects Limited

The Board of Directors of Transrail Lighting Limited, at their meeting held on June 22, 2026, approved the acquisition of 100% equity stake in Gactel Turnkey Projects Limited from Ajanma Holdings Private Limited.

Target Company Details:

  • Name: Gactel Turnkey Projects Limited
  • Incorporation Date: May 17, 1995 under Companies Act, 1956
  • Paid-up Share Capital: ₹5,00,00,000 comprising 50,00,000 equity shares of ₹10 each
  • FY 2025-26 Turnover: ₹0.58 Crore

Transaction Structure:

  • Nature: Related Party Transaction (both companies are fellow subsidiaries of Ajanma Holdings Private Limited)
  • Consideration: Cash consideration not exceeding ₹10 Crore for 100% acquisition
  • Price Basis: Determined based on an independent valuation report from a registered valuer
  • Shares Acquired: 50,00,000 equity shares
  • Post-acquisition Status: Gactel will become a wholly owned subsidiary of Transrail Lighting Limited

Business Rationale:

The acquisition is a strategic investment aimed at strengthening the Company's cooling tower engineering and execution capabilities. It focuses on segments including Induced Draft Cooling Towers (IDCTs), Repairs, Refurbishment, and Maintenance (MRO) of old cooling towers including NDCTs, IDCTs and Chimneys. The acquisition is expected to enhance the Company's end-to-end EPC capabilities, provide access to specialized engineering expertise, and support future growth opportunities in cooling solutions.

Business Profile of Gactel:

  • Line of Business: Specialized turnkey industrial cooling solutions company engaged in providing wet cooling towers, dry cooling systems, air-cooled condensers and related engineering services. Also undertakes repair, refurbishment and maintenance of cooling towers and construction of industrial chimneys.
  • Operational Presence: India across various industrial and infrastructure sectors
  • Revenue History (including other income):
  • FY 2023-24: ₹8.04 thousand
  • FY 2024-25: ₹69.92 thousand
  • FY 2025-26: ₹122378.18 thousand

Approvals and Timeline:

  • Governmental Approvals: No governmental or regulatory approvals required
  • Expected Completion: Within 4 months subject to execution of Share Purchase Agreement and completion of customary closing conditions

2. Resignation of Deputy Managing Director

The Board noted the resignation of Mr. Raman Rajagopalan (DIN: 11210732), Deputy Managing Director of the Company.

Resignation Details:

  • Effective Date: July 31, 2026
  • Reason: Personal commitments requiring relocation to Chennai to support his parents
  • Acceptance: Accepted and approved by the Nomination & Remuneration Committee and the Board of Directors
  • Notice Period: Resignation submitted with effective date of September 2, 2026, but accepted with July 31, 2026 relief date

Background: Mr. Rajagopalan had been with the company for close to 6 years and was responsible for SCM, International T&D, Civil and Poles business.

Meeting Details

  • Meeting Date: June 22, 2026
  • Commencement Time: 05:30 PM (IST)
  • Conclusion Time: 06:15 PM (IST)

Additional Information

The intimation is also available on the company website at https://transrail.in/investors/shareholders-information/outcome-of-boardmeeting/

Date of Signing: June 22, 2026 at 19:14:51 IST