General Updates

June 22, 2026 To To Sr. General Manager Sr. General Manager Department of Corporate Services Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, C-1, Block G Dalal Street Bandra Kurla Complex Mumbai - 400001 Bandra (E), Mumbai - 400 051 Scrip Code: 544317 Scrip Symbol: TRANSRAILL Sub.: Outcome of the Board Meeting held on June 22, 2026 Ref.: Intimation under Regulation 30 read with schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) Dear Sir / Madam, Pursuant to the provisions of SEBI Listing Regulations, it is hereby informed that the Board of Directors of Transrail Lighting Limited (“the Company”) at their meeting held today i.e; Monday, June 22, 2026 have inter-alia: 1. Acquisition of Gactel Turnkey Projects Limited Approved the acquisition of 100% equity stake in Gactel Turnkey Projects Limited from Ajanma Holdings Private Limited and execution of the Share Purchase Agreement and other transaction documents in connection therewith, subject to completion of customary conditions and approvals, as may be applicable. The details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are enclosed as Annexure – I 2. Noted the Resignation of Deputy Managing Director Noted the resignation tendered by Mr. Raman Rajagopalan (DIN: 11210732), Deputy Managing Director of the Company citing personal commitments towards his parents, requiring him to relocate to Chennai. He will be relieved from the services of the Company with effect from July 31, 2026, as accepted and approved by the Nomination & Remuneration Committee and the Board of Directors. TRANSRAIL LIGHTING LIMITED Corporate & Registered Office: 501 A, B, C, E, Fortune 2000, Block-G, Bandra Kurla Complex, Bandra East, Mumbai - 400051, Maharashtra, India Tel: +91 22 61979600 | Web: www.transrail.in | CIN: L31506MH2008PLC179012 The details required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed as Annexure– II. The Board Meeting commenced at 05:30 PM (IST) and concluded at 06:15 PM (IST). This intimation will also be made available on the website of the Company and can be accessed using the below link: https://transrail.in/investors/shareholders-information/outcome-of-board- meeting/ We request you to take the same on record. For Transrail Lighting Limited Monica Gandhi Company Secretary & Compliance Officer Encl: As above TRANSRAIL LIGHTING LIMITED Corporate & Registered Office: 501 A, B, C, E, Fortune 2000, Block-G, Bandra Kurla Complex, Bandra East, Mumbai - 400051, Maharashtra, India Tel: +91 22 61979600 | Web: www.transrail.in | CIN: L31506MH2008PLC179012 Annexure I Disclosure of Information under SEBI Circular No. HO/49/14/14(7)2025-CFD- OD2/I/3762/2026 dated January 30, 2026 Sr. No. Particulars 1. Name of the target entity, details in Gactel Turnkey Projects Limited ("Gactel"), a brief such as size, turnover etc. public limited company incorporated on May 17, 1995 under the Companies Act, 1956, bearing CIN: U40101MH1995PLC088439 and having its registered office at 3rd Floor, Hamilton House, J.N. Heredia Marg, Ballard Estate, Mumbai – 400038, Maharashtra, India. The paid-up share capital of Gactel is ₹5,00,00,000 comprising 50,00,000 equity shares of ₹10 each. The turnover of Gactel for FY 2025- 26 was ₹0.58 Crore. 2. Whether the acquisition would fall Yes. The proposed acquisition constitutes a within related party transaction(s) Related Party Transaction as Gactel and the and whether the promoter/ promoter Company are fellow subsidiaries of Ajanma group/ group companies have any Holdings Private Limited. The transaction is interest in the entity being acquired? proposed to be undertaken at arm's length based If yes, nature of interest and details on an independent valuation report. thereof and whether the same is done at ‘arm’s length’ 3. Industry to which the entity being Industrial Cooling Solutions and Engineering acquired belongs Services. 4. Objects and impact of acquisition The acquisition is a strategic investment aimed at (including but not limited to, strengthening the Company's cooling tower disclosure of reasons for acquisition engineering and execution capabilities and of target entity, if its business is concentrating in segments such as Induced Draft outside the main line of business of Cooling Towers (IDCTs); Repairs, the listed entity); 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 tower, industrial chimney and maintenance businesses. TRANSRAIL LIGHTING LIMITED Corporate & Registered Office: 501 A, B, C, E, Fortune 2000, Block-G, Bandra Kurla Complex, Bandra East, Mumbai - 400051, Maharashtra, India Tel: +91 22 61979600 | Web: www.transrail.in | CIN: L31506MH2008PLC179012 5. Brief details of any governmental or No governmental or regulatory approval are regulatory approvals required for required for the proposed acquisition. the acquisition; 6. Indicative time period for completion The acquisition is expected to be completed of the acquisition; within 4 (four) months, subject to execution of Share Purchase Agreement and completion of customary closing conditions. 7. Consideration - whether cash Cash consideration. The Company proposes to consideration or share swap or any acquire up to 100% of the equity share capital of other form and details of the same; Gactel from Ajanma Holdings Private Limited for an aggregate consideration not exceeding ₹10 Crore, subject to final valuation and execution of definitive agreements. 8. Cost of acquisition and/or the price at Aggregate acquisition cost not exceeding ₹10 which the shares are acquired; Crore for acquisition of 50,00,000 equity shares of ₹10 each, at a price determined based on the valuation report issued by an independent registered valuer. 9. Percentage of shareholding / control Acquisition of up to 100% of the equity share acquired and / or number of shares capital of Gactel comprising 50,00,000 equity acquired; shares. Upon completion of the acquisition, Gactel shall become a wholly owned subsidiary of the Company. 10. Brief background about the entity Gactel Turnkey Projects Limited ("Gactel"), a acquired in terms of products/line of public limited company incorporated on May 17, business acquired, date of 1995 under the Companies Act, 1956. Gactel is a incorporation, history of last 3 years specialized turnkey industrial cooling solutions turnover, country in which the company, engaged in providing wet cooling acquired entity has presence and any towers, dry cooling systems, air-cooled other significant information (in condensers and related engineering services. brief) Gactel also undertakes repair, refurbishment and maintenance of cooling towers and construction of industrial chimneys. Gactel has an operational presence in India and executes projects across various industrial and infrastructure sectors. It possesses specialized engineering and project execution capabilities in the cooling solutions segment. The Revenue (including other income) of Gactel for the last three financial years (Rs. in’000) is as under: FY 2023-24: 8.04 FY 2024-25: 69.92 FY 2025-26: 122378.18 Upon completion of the proposed acquisition, Gactel Turnkey Projects Limited shall become a wholly owned subsidiary of the Company. TRANSRAIL LIGHTING LIMITED Corporate & Registered Office: 501 A, B, C, E, Fortune 2000, Block-G, Bandra Kurla Complex, Bandra East, Mumbai - 400051, Maharashtra, India Tel: +91 22 61979600 | Web: www.transrail.in | CIN: L31506MH2008PLC179012 Annexure II Disclosu [Showing first 8,000 characters — download PDF for full document]