Transrail Lighting Postal Ballot for Director Reappointments

Nature of the Event

Key Resolutions for Approval

Item No. 1: Re-appointment of Mr. Ranjit Raghunath Jatar (DIN: 01526405)

Nature: Special Resolution for re-appointment as a Non-Executive and Independent Director.
Term: Second term of 5 consecutive years, from August 10, 2026, to August 9, 2031.
Current Term: First term ends on August 9, 2026.
Remuneration: Entitled to sitting fees, reimbursement of expenses, and commission as recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board, within statutory limits. Total remuneration drawn in FY 2025-26 was approximately ₹17 lakh.
Rationale: Recommendation based on performance evaluation, knowledge, acumen, expertise, and contribution during his first term. He has provided a declaration of independence under Section 149(6) of the Companies Act, 2013.

Item No. 2: Re-appointment of Mr. Ashish Gupta (DIN: 07998166)

Nature: Special Resolution for re-appointment as a Non-Executive and Independent Director.
Term: Second term of 5 consecutive years, from August 10, 2026, to August 9, 2031.
Current Term: First term ends on August 9, 2026.
Remuneration: Entitled to sitting fees, reimbursement of expenses, and commission as recommended by the NRC and approved by the Board, within statutory limits. Total remuneration drawn in FY 2025-26 was approximately ₹17 lakh. Holds 1,156 equity shares.
Rationale: Recommendation based on performance evaluation, knowledge, acumen, expertise, and contribution during his first term. He has provided a declaration of independence under Section 149(6) of the Companies Act, 2013.

Item No. 3: Re-appointment of Mr. Sanjay Kumar Verma (DIN: 08235643)

Nature: Ordinary Resolution for re-appointment as a Non-Executive and Non-Independent (Promoter) Director, liable to retire by rotation.
Term: Effective from September 27, 2026.
Current Term: Current term ends on September 26, 2026. Designated as Vice Chairman since May 23, 2025.
Remuneration: Entitled to sitting fees, reimbursement of expenses, and commission as recommended by the NRC and approved by the Board, within statutory limits. Total remuneration drawn in FY 2025-26 was ₹2.02 crore. Holds 50,000 equity shares.
Rationale: Recommendation based on his contribution as a promoter, strategic guidance, industry experience, and performance evaluation. A first-generation technocrat entrepreneur with over two decades of experience.

Item No. 4: Approval for Payment of Commission to Non-Executive Directors

Nature: Ordinary Resolution.
Purpose: To obtain consent for payment of remuneration by way of commission to Non-Executive Directors (including Non-Independent and Independent Directors).
Limit: Upto an aggregate limit of 1% of the net profits of the company computed as per Section 198 of the Companies Act, 2013 for FY 2025-26 and thereafter.
Distribution: The Board, on the recommendation of the NRC, is authorized to determine the basis and proportion of commission apportioned amongst the directors within this overall limit. This is exclusive of sitting fees and expense reimbursements.

Item No. 5: Approval for Payment of Commission to Mr. Sanjay Kumar Verma

Nature: Special Resolution.
Purpose: To obtain specific approval for payment of remuneration to Mr. Sanjay Kumar Verma, as the amount exceeds 50% of the total annual remuneration payable to all Non-Executive Directors, as mandated by SEBI LODR Regulation 17(6)(ca).
Amount: ₹2,00,00,000 (Rupees Two Crore Only) by way of profit-related commission for the financial year 2025-26, excluding sitting fees and reimbursement.
Rationale: Based on his invaluable contributions, extensive experience, leadership responsibilities, and time commitment. It is noted that he has not taken any increase in remuneration for the past three years.

Voting Details and Process

Cut-off Date: Monday, June 29, 2026, to determine eligibility to vote.
Voting Period: The remote e-voting period commences on Sunday, July 5, 2026, at 9:00 a.m. IST and ends on Monday, August 3, 2026, at 5:00 p.m. IST.
Service Provider: Central Depository Services (India) Limited (CDSL) has been engaged to facilitate the e-voting process.
Result Declaration: The results will be announced and communicated to the stock exchanges not later than two working days from the conclusion of the remote e-voting (i.e., by August 6, 2026). The results and the Scrutinizer's report will be displayed on the company's website (www.transrail.in) and the stock exchange websites.
Scrutinizer: Mitesh Shah, Partner of Mitesh Shah & Co., Practicing Company Secretary, has been appointed to scrutinize the voting process.
Deemed Passing Date: The resolutions shall be deemed to have been passed on the last date of remote e-voting, i.e., Monday, August 3, 2026.

Financial Impact

The commission payments under Items 4 and 5 are contingent upon the company having net profits for FY 2025-26 as computed under Section 198 of the Companies Act, 2013.
The specific financial impact of the director commissions is directly linked to the company's profitability for the year.

Documents for Inspection

The Postal Ballot Notice, Explanatory Statement, and terms of appointment of Independent Directors are available on the company's website (www.transrail.in) and for inspection at the registered office until the last date of e-voting (August 3, 2026).

Registered Office & Contact

Tel: +91 22 61979600

RTA: MUFG Intime India Pvt. Ltd, C-101, 1st Floor, 247 Park, L.B.S. Marg, Vikhroli West, Mumbai, Maharashtra, 400083.