Dear Members,

We, the Board of Directors of Transrail Lighting Limited (hereinafter referred to as "Your Company"), are pleased to present the 18 th (Eighteenth) Annual Report of Your Company along with the Audited Standalone and Consolidated Financial Statements and the Auditors' Report thereon for the Year ended March 31, 2025.

FINANCIAL RESULTS

(Rs.in Crores)

1. BUSINESS PERFORMANCE AND STATE OF COMPANY AFFAIRS

Your Company has achieved a operating revenue of Rs.5307.63 Crore for the year ended 31 st March, 2025 as against Rs.4076.52 Crore for the previous year, on Standalone and Consolidated basis. The turnover for the year ended 31 st March, 2025 grew by 30% on standalone as well as consolidated basis as compared with the previous year.

With an encouraging order book in hand and good market potential in all the business verticals we operate in, your Company is poised for future growth.

Our business has various verticals, like Power Transmission and Distribution, Civil Construction, Poles and Lighting, Railways and the newly started Solar EPC. Below are the key points on the performances of our businesses for the FY 2025:

Power Transmission & Distribution (Domestic)

During the year Domestic Business Revenue continued to show growth trend with 16% increase in revenue from Rs.1,332 Crore in FY 24 to Rs.1,550 Crore in FY 25. During FY 25, Domestic Business has accomplished following: -

- Secured Orders worth Rs.5,273 Crore which involves 800kV HVDC Transmission Line, Ten 765kV DC Transmission Lines; Eight 400kV DC Transmission Lines etc.

- Successfully commissioned 765kV DC Transmission Line at Khavda & 400kV DC TL at Neemuch; 220kV/33kV GIS Substation at Dholera; 400kV AIS Bay Extension and 220kV GIS Bays Banka Substation amongst others.

- L1 Bidder for Rs.1,100 Crore worth Bids.

- Tower Manufacturing Plant at Deoli, Wardha has been awarded an 'A Grade' by Power Grid Corporation of India (POWERGRID), recognising our high standards in quality safety, and operations.

- Received special appreciation awards from POWERGRID for our role in commissioning Two Double Circuit Transmission Line projects of 400 kV and 765 kV.

- This year more than 2,800 Km of HTLS Conductor has been supplied to various clients.

TRANSRAIL continues to be the preferred Business Partner delivering timely T&D Projects across the country for the Central, State and Private Power Utilities. We are in the process of expanding our capacity of Tower Manufacturing (Greenfield + Brownfield) and Conductor Manufacturing (Brownfield) which should prepare us for the growth we envisage.

Power Transmission & Distribution (International):

During the year, International business revenue continued to show substantial growth and it increased by 45% from previous year to Rs.3,016 crore in FY 25. This revenue is majorly contributed by SAARC and Africa region. Our projects mainly include Power transmission lines, distribution networks, substations and underground cabling.

Your Company successfully completed projects / supplies in Bangladesh, Philippines, Oman & Gambia in the last year

During the year, new order worth Rs.3,329 Crore were added across various countries including Kenya, Ethiopia, Philippines, Oman and Jamaica. One of the major additions in the previous year is 3 lots of 400kV & 220kV Transmission lines and substation projects in Kenya with a cumulative value of more than Rs.1,500 crore. Your Company has also now entered in the Solar EPC by securing its first order in Jamaica for an 80MW DC ground-mounted Solar PV Project including an associated substation.

I nternational Business is well positioned to deliver on it's substantial unexecuted order book of Rs.6,508 crore and to continue its momentum of growth on the back of diligent planning and efficient execution. The Company is also well poised to grow its range and reach in the International market by adding more orders in the current year

Civil Construction:

Revenue from Civil Business achieved a strong performance in the financial year 2024-25 with revenue of Rs.448 Crore as compared to Rs.376 Crore in FY 2023-24,

growth by 1 9% year on year. We secured a new project to construct a flyover bridge in Udaipur, valued at Rs.116 Crore. This strengthens Civil Business's position in the bridges and elevated roads sector.

The project of Kosi River Bridge which is one of the longest river bridges in India spanning over 10.2 Km in length with a value of close to Rs.1,000 Crore is progressing as planned with approximately 76% of the physical work completed.

Further, the cooling tower projects in Yadadri and Udangudi are nearing completion stage of which one cooling tower has been handed over and commissioned at Yadadri which notably is India's second-tallest NDCT tower, reaching a height of 199 meters.

Poles and Lighting:

Transrail has continued to have a prominent market position as a holistic Pole and lighting service provider with a turnover of Rs.193 Crore for the financial year 2024-25. This revenue comprises of a balanced mix of high masts, poles, solar, LED, sports lighting and SITC jobs. The poles and lighting factory at Silvassa has done highest ever production of 12,740 MT.

The year was marked by a prestigious order worth Rs.92 Crore for supply of Steel Pipe Mast for Mumbai-Ahmedabad High Speed Rail (Bullet Train) Project.

Railways:

Transrail's Railway business continued the accretive growth with Crossing Rs.1 00 Crore revenue mark in FY25. These include the scope of work involving Track linking, Overhead Electrification and S&T works.

During the FY25 it secured three contracts in Overhead Electrification (OHE) segment for construction of 778 TKM worth more than Rs.300 Crore.

2. SHARE CAPITAL

At the beginning of the financial year, the issued, subscribed and paid-up Equity Share Capital of the Company was Rs.24,79,27,420 (Rupees Twenty four crores seventy nine lakhs twenty seven thousand four hundred twenty only) divided into 12,39,63,710 equity shares of the face value of Rs.2/- (Rupees Two only) each.

During the year pursuant to the Special resolution passed at the Extra-Ordinary General Meeting dated 6 th September 2024, the Company allotted 10,33,057 Equity shares of Rs.2/- each at a premium of Rs.482/- on preferential basis on 9 th September 2024.

Further during the year, the Company successfully launched an Initial Public Offer (IPO) by way of an Offer for Sale of 1,01,60,000 Equity Shares of ' 2 each at a price of ' 432 (including premium of ' 430 per share) and by way of Fresh Issue of 92,59,258 Equity Shares of ' 2/- each at a price of ' 432/- (including premium of ' 430 per share).

The issued, subscribed and paid up Equity Share Capital of the Company as on date is 13,42,56,025 equity shares of the face value of ' 2/- (Rupees Two only) each amounting to ' 26,85,12,050 (Rupees Twenty six crores eighty five lakhs twelve thousand fifty only)

The equity shares were allotted to eligible applicants on 25 th December 2024 and the listing and trading of the Company's shares commenced on 27 th December, 2024, on BSE Limited and National Stock Exchange of India Limited.

3. MAJOR DEVELOPMENTS DURING THE YEAR Listing of equity shares arising out of Initial Public Offer

During the financial year under review, the Company through Initial Public Offer had issued 92,59,258 Equity Shares of face value of ' 2 each at a price of ' 432/- (including premium of ' 430 per share) as the Fresh Issue and 1,01,60,000 Equity Shares of ' 2 each at a price of ' 432 (including premium of ' 430 per share) as the Offer for Sale.

Further to inform that the Equity shares of the Company have been listed on BSE Limited ('BSE') and the National Stock Exchange of India Limited ('NSE') w.e.f. 27 th December 2024.

4. STATEMENT OF DEVIATION(S) OR VARIATION(S) & UTILIZATION OF FUNDS

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') there was no deviation/ variation in the utilization of proceeds as mentioned in the objects stated in the IPO. Further there was no deviation/variation in the utilization of proceeds as mentioned in the objects stated in offer document filed by the Company in respect of Company's IPO. The NIL deviation reports, in respect of IPO has been filed by the Company with BSE & NSE where equity shares of the Company are listed. Your Company has appointed CARE Ratings Limited as Monitoring Agency in terms of regulation 41 of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018 as amended from time to time, to monitor the utilizations of IPO by the

Company. The monitoring agency reports are filed with BSE & NSE where equity shares of the Company are listed as mandated under Regulation 32(6) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 every quarter The Monitoring Agency Reports are available under Investors section on our website at announcements.aspx

5. DEMATERIALIZATION OF SHARES / DEPOSITORY SYSTEM

The Company's equity shares are compulsorily tradable in electronic form. As on 31 st March, 2025, there were approximately 13,42,56,024 Equity Shares in dematerialized form through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 1 00% of the total issued, subscribed and paid-up capital of the Company. Further only one equity share is held in physical form.

In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

6. REGISTERED OFFICE

There was no change in the Registered Office of the Company during the Financial Year under review. The present address of the Registered Office is as follows: 501, A, B, C, E Fortune 2000, Block G Bandra Kurla Complex, Bandra (East), Mumbai, Maharashtra, 400051.

7. TRANSFER TO RESERVES

During the year under review, the reserves of your company increased by a healthy ' 750.51 Crore amounting to a total of ' 1,889.57 Crore as compared to ' 1,139.06 Crore in the Financial year 2023-24

8. DIVIDEND

Your directors at their meeting held on 23 rd May, 2025 have recommended payment of final dividend of ' 0.80/- per equity share (i.e. 40 % on the face value of ' 2/- per equity share) for the financial year ended March 31, 2025. The dividend is subject to approval of members at the ensuing 18 th Annual General Meeting (AGM) of the Company.

I n view of the changes made under the Income-tax Act, 1961, by the Finance Act, 2020, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall, accordingly, make the payment of the dividend after deduction of tax at source.

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), the Dividend Distribution Policy of the Company is available on the Company's website at company-policies.aspx

9. INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Fund (IEPF).

10. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

During the year under review, there was no transaction pertaining to transfer of shares to Demat suspense account/ unclaimed suspense Account.

11. CHANGE IN THE NATURE OF BUSINESS

There has been no change in business carried on by your Company or its subsidiaries during the year under review.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on date of this report, the Board of Directors consist of 11 (Eleven) Directors. The details are given as under:

* Mr Sanjay Verma was re-designated as Non- Executive Director & Vice Chairman w.e.f. 24 th May 2025.

- RE- APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION

During the year under review, Mr. Srikanth Chaturvedi (DIN:00651 133) is liable to retire by rotation, being eligible he has offered himself for re-appointment.

The Board recommends his re-appointment for the approval of the Members in the ensuing Annual General Meeting of the Company.

- KEY MANAGERIAL PERSONNEL OF THE COMPANY

During the year under review and pursuant to Section 203 of the Companies Act, 2013 the following personnel are Key Managerial Personnel of the Company:

* Ceased to be the Chief Financial Officer w.e.f. 8 th March, 2025

# Appointed as the Chief Financial Officer w.e.f. 8 th March, 2025 %Company Secretary and Compliance Officer upto 23 rd

May, 2025

$Company Secretary and Compliance Officer w.e.f. 24 th May, 2025

14. DETAILS RELATING TO VARIATIONS IN ISSUE PROCEEDS

Pursuant to Regulation 32(4) of the Listing Regulations, it is confirmed that there is no deviation/variation in the usage of proceeds of the public issue raised by the Company other than for the purposes as specified in the Prospectus.

15. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each of the Independent Director under Section 149(7) of the Act, that he/she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25(8) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Director during the year. The Board has taken on record these declarations after undertaking the due assessment of the veracity of the same. Further, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee(s) of the Company.

Also, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act and have confirmed that they are in compliance with the Code of Conduct for Directors and Senior Management personnel formulated by the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold the highest standards of integrity. The Independent Directors of the Company are compliant with the provisions of Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014.

The terms and conditions of appointment of Independent Directors are placed on the website of the Company at

16. BOARD EVALUATION

Pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Listing Regulations, the Board of Directors ('Board') has carried out an annual evaluation of its performance and that of its individual Directors.

The Board evaluation was conducted through questionnaire designed with qualitative parameters and feedback based on ratings.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning etc.

In the opinion of the Board, the Independent Directors of the Company possess relevant expertise and experience (including the proficiency).

17. INDEPENDENT DIRECTORS MEETING

A separate meeting of the Independent Directors without the presence of the Chairman, the Managing Director or other Non-Independent Director(s) or any other Management Personnel was held on 17 th February 2025. The Independent Directors reviewed the performance of Non-Independent Directors, Committees of the Board and the Board as a whole along with the performance of the Chairman of the Company and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In accordance with the Listing regulations, the Company has in place a familiarisation programme for all its Independent Directors. Such familiarisation programmes help the Independent Directors to understand the Company's strategy, business model, operations, markets, organisation structure, risk

management etc. and such other areas as may arise from time to time. The policy on the familiarisation programmes imparted to the Independent Directors is posted on the website of the Company and may be accessed at: co m pa ny-policies. aspx

Our Company has in place a structured induction and familiarisation programme for its Directors. Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of appointment, duties, responsibilities, obligations, Code of Conduct for Prevention of Insider Trading and Code of conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel.

19. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of sub-section (3) of Section 129 of the Act and relevant Listing Regulations, the Consolidated Financial Statements of the Company, including the financial details of all the subsidiary companies, forms part of this Annual Report. The Consolidated Financial Statements have been prepared in accordance with the Accounting Standards prescribed under Section 133 of the Act.

20. MANAGEMENT DISCUSSION AND ANALYSIS

As required by Regulation 34(2) read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report forms part of this Report. The state of the affairs of the business along with the financial and operational developments have been discussed in detail in the Management Discussion and Analysis Report.

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per regulation 34(2)(f) of the Listing Regulations, the top 1,000 listed Companies by market capitalisation are required publish a Business Responsibility and Sustainability Report on the environment, social and governance disclosures ("BRSR"), in the format as may be specified by SEBI from time to time. However, as per regulation 3(2) of the Listing regulations, the Company which is required to comply with the regulation 34(2) (f) for the first time shall put in place systems and processes for compliance of BRSR within a period of three months from December 31 (i.e. on or before April 1) or from the beginning of the immediate next financial year, whichever is later.

Accordingly, since the Company got listed on 27 th December 2024, the disclosure pertaining to the BRSR shall be applicable to the Company from the financial year 2025-2026.

Reports Financial Statements

22. CORPORATE GOVERNANCE REPORT

The Company has always been committed to the principles of Good Corporate Governance which helps enhancement of long-term shareholder value and interest. This is achieved through increased awareness for responsibility, transparency and professionalism and focus for effective control and management of the organisation.

The Board of Directors of the Company is committed to adopt the best practices of corporate governance and constant review of the Board processes, practices and the management systems is to maintain a greater degree of responsibility and accountability.

A Report on Corporate Governance along with the Compliance Certificate from the practicing Company Secretary forms part of the Annual Report. The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company's website at investor-relations/company-policies. The Directors and senior management personnel have affirmed their compliance with the Code for the year ended March 31, 2025.

23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on Conservation of Energy, Technology absorption and Foreign Exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure - A to this Report.

24. MEETINGS OF THE BOARD OF DIRECTORS, ITS COMMITTEES AND SHAREHOLDERS

A) MEETINGS OF BOARD OF DIRECTORS:

During the year under review 10 meetings of the Board were held Details of the meeting of the Board along with the attendance of the Directors are given below:

The necessary quorum was present at alt the meetings. The maximum interval between any two meetings did not exceed 1 20 days, as prescribed by the Act and SEBI Listing Regulations.

B) MEETINGS OF THE SHAREHOLDERS/MEMBERS:

During the financial year under review your company has convened its Annual General Meeting on 1 st July 2024.

The Company had also convened its Extra Ordinary General Meeting for consideration of special business for approval for issuance of Equity Shares on Preferential basis through private placement on 6 th September 2024.

The Company had passed special resolution for the approval of Members for increase in remuneration of Mr. Randeep Narang, Managing Director & CEO by way of Postal ballot process on 25 th February, 2025

C) MEETINGS OF THE COMMITTEE OF THE BOARD:

- AuditCommittee:

As on date of the report, the Audit Committee consists of following:

During the period under review, the Audit Committee met 5 (five) times, details of the Meetings are given below:

Nomination and Remuneration Committee:

As on date of the report, the Nomination & Remuneration Committee consists of following

During the year under review, the Nomination & Remuneration Committee met 2(two) times, details of the meetings are given below:

The NRC Policy of the Company is available on the website of the Company i.e. investor-relations/company-policies.aspx under "Investors Centre" tab.

- Corporate Social Responsibility Committee

As on date of this report, the Corporate Social Responsibility Committee consists of following:

During the period under review, the Corporate Social Responsibility Committee was re-constituted on 24 th May, 2024 by inducting Mrs. Vita Jalaj Dani as a Member to the Committee.

During the year under review, the Corporate Social Responsibility Committee met 2(two) times, details of the meetings are given below:

The CSR Policy of the Company is available on the website of the Company i.e. investor-relations/company-policies.aspx under "Investors Centre" tab.

Further, the detailed Annual Report on the CSR activities undertaken by the Company for the year under review forms part of the Annual Report as " Annexure- B "

- Stakeholder Relationship Committee:

As on date of this report, the Stakeholders' Relationship Committee consists of following:

During the year under review, the Stakeholders' Relationship Committee met once, details of the meeting is given below:

Further, one member of the Stakeholders' Relationship Committee resigned on 23 rd May, 2025.

- Risk Management Committee And Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and SEBI Listing Regulations, the Company has a Risk Management Policy.

As on the date of this report the Risk Management Committee consists of following:

During the year under review, the Risk Management Committee met 2(two) times, details of the meetings are given below:

During the period under review, the Risk Management Committee was re-constituted on 24 th May 2024 by inducting Mr. Ranjit Jatar as a Member to the Committee.

Further, The Risk Management Policy of the Company is available on the website of the Company i.e https:// transrail.in/investor-relations/company-policies.aspx

- IPO COMMITTEE

During the year under review the Company has duly constituted IPO Committee, for the purpose of initial public offer of the equity shares.

As on date of this report, the committee consists of following:

During the year under review, the IPO Committee met 4 (four) times, details of the meetings are given below:

As the purpose of the committee is accomplished with the listing of the shares on the stock exchanges through the process of IPO, the committee was dissolved with effect from 10 th February, 2025.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has incorporated following wholly owned subsidiaries:

Contracting L.L.C

A summary of the performance highlights for the year ended 31 st March 2025, of operating subsidiaries & Associates is tabulated hereunder:

A Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures is annexed to this Report as Annexure C " in Form AOC- 1.

26. PARTICULARS OF EMPLOYEES

I n terms of the requirements of sub-section (12) of Section 197 of the Act read with sub-rule (1) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 as amended from time to time, the disclosures pertaining to the remuneration and other details are annexed to this Report as Annexure- D

The statement containing names and other details of the employees as required under sub-section 12 of Section 197 of the Act read with sub-rules (2) & (3) of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the Annual Report. In terms of sub-section (1) of Section 136 of the Act, the Annual Report is being sent to the Members and others entitled thereto, excluding the aforesaid information. The said information is open for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting

and any Member interested in obtaining a copy of the same may write to the Company.

27. CRITERIA OF MAKING PAYMENTS OF SITTING FEES OR COMMISSION TO NON-EXECUTIVE DIRECTORS

The detailed report on the criteria of payment of sitting fees and commission to non-executive directors is mentioned in the corporate governance report forming part of the Director's report.

28. RECEIPT OF REMUNERATION FROM THE HOLDING COMPANY

Mr. Digambar C. Bagde - Executive Chairman (DIN 00122564) of the Company is in receipt of remuneration of ' 2 crores (Rupees Two Crores only) from Ajanma Holdings Private Limited (holding company) for the Financial Year 2024-25. The members are requested to take the note of the said information.

29. DISCLOSURES IN RELATION TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has formulated a Anti Sexual Harassment Policy, which covers no tolerance against any conduct amounting to sexual harassment of women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder.

The Company has formed an Internal Complaints Committee to redress and resolve any complaints.

During the year 2024-25, the Company did not receive any complaint of alleged sexual harassment. As on March 31, 2025, no complaints related to sexual harassment are pending for disposal.

Further the Board of Directors of the Company approved change in composition of the POSH committee with effect from 24 th May, 2025 consisting of following members:

30. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place all the necessary adequate internal controls and checks and balances which are being reviewed on a continuous basis to ensure that the assets and resources of the Company are safeguarded.

You r Compa ny has in place an adequ ate internal financial control framework commensurate with the size, scale and complexity of its operations with reference to financial and operating controls, ensuring the orderly and efficient conduct of business operations, adherence to policies, safeguarding of assets and fraud prevention.

During Financial Year 2024-25, such controls were tested and found to be effective, with no significant weakness identified.

The Directors have in the Directors Responsibility Statement confirmed the same to this effect.

Your Company has appointed Mr. Shailesh Shenoy, Head Internal Audit to conduct internal audit at its units/ branches whose periodic reports are reviewed by the Management for bringing about possible improvement wherever necessary.

31. EMPLOYEE STOCK OPTION SCHEME

The Company grants share-based benefits to eligible employees with a view to attract and retain talent, align individual performance with the Company's objectives promoting increased participation by them in the growth of the Company and accordingly, the stock options are granted to the select employees.

The Company had approved the "Employee Stock Option Plan - 2023 on 10 th August 2023 to offer, issue and allot, not exceeding 4,56,000 options in aggregate. Each stock option entitles the employees to exercise 5 equity shares of the face value of ' 2 each post adjustment of sub-division of shares from face value of ' 10 each to ' 2 each on 12 th February, 2024

Furthermore, after listing of shares post IPO, the Board has recommended ratification/ adoption of the Employee Stock Option Plan - 2023 for approval of the Members of the Company at the ensuing Annual General Meeting of the Company.

A statement giving complete details as at March 31, 2025 are provided in ' Annexure E 'to this report

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its business activities and has established a robust vigil mechanism through its Whistle Blower Policy. The policy was approved and adopted by the Board of Directors in compliance with the provisions of Section 177(9) of the Act and Regulation 22 of the Listing Regulations. It ensures adequate protection for individuals reporting unethical practices and irregularities. The vigil mechanism includes safeguards against any form of victimization of Directors, Employees, or any other person utilizing the mechanism, and provides direct access to the Chairman of the Audit Committee.

As on date of this report, the following personnel constitute the Vigil Mechanism Committee:

a. Mr. Randeep Narang- Managing Director & Chief Executive Officer

b. Mr. Srikant Chaturvedi- Non-Executive Director

All the complaints under the Vigil Mechanism Policy are required to address to the mail id whistle.blower@ transraillighting.com. There was no such reporting during the FY 2024-25

Furthermore, in accordance with Clause 6 of Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations, your Company ensures that employees are well-informed about the Whistle Blower Policy to report any instances of leakage of unpublished price-sensitive information. The said policy has been uploaded on the Company's website and can be accessed at https:// transrail.in/investor-relations/company-policies.aspx

33. RELATED PARTY TRANSACTIONS

All contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. A statement giving details of all Related Party Transactions is placed before the Audit Committee on a quarterly basis for its review. Further, there were no material contracts or arrangements or transactions entered by the Company with the Related Parties during the financial year. Therefore, the Form AOC-2 is not applicable to the Company.

Disclosure of related party transactions as required under Indian Accounting Standards -24 have been made in the Note No.50 read with Annexure II to the Standalone Financial Statements

Further, The Company has in place a Related Party Transactions Policy, which is available on the Company's website at: --link company-policies.aspx

34. DEPOSITS FROM PUBLIC

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 ("the Act") and the Rules framed thereunder during the year under review.

Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act is not applicable.

35. LOANS, GUARANTEES OR INVESTMENTS

The details of loan or guarantees provided and investment in securities of any other body corporate during the year is as follows:

36. POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Polices as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made available on the website of the Company at company-policies.aspx. The policies are reviewed periodically by the Board and updated based on need and requirements

37. DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 134(3) of the Act, your Directors, to the best of their knowledge and belief, confirm that:

1. I n the preparation of the annexed accounts for the Financial Year ended March 31, 2025, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company at the end of the Financial Year 2025 and of the profit of the Company for that year;

3. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The said accounts have been prepared on a going concern basis;

5. I nternal financial controls to be followed by the Company have been laid down and that internal controls are adequate and are operating effectively; and

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

38. AUDITORS

(i) Statutory Auditors

In terms of provisions of Section 139 of the Companies Act, 2013, M/s. Nayan Parikh & Co., Chartered Accountants (Firm Registration No. 107023W) are appointed as the Statutory Auditors of the Company till the conclusion of the Company's Annual General Meeting for the financial year 2026-27.

The Statutory Auditors' Report for FY 2024-25 does not contain any qualifications, reservations, adverse remarks or disclaimers and no frauds were reported by the Auditors under sub-section (12) of Section 143 of the Act.

(ii) Branch Auditors:

I n terms of provision of Sub-section (8) of section 143 of the Companies Act, 2013 read with rule no 12 of the Companies (Audit and Auditors) rules, 2014, the audit of the accounts of the branch offices of the company located outside the country are conducted by persons or Firms who are being eligible and being qualified to act as Branch auditors in accordance with the law of that country are appointed by the Board of Directors of your Company.

(iii) Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, Mr. Shailesh Shenoy was appointed as Internal Auditors to undertake internal audit of the Company for FY

2024- 25 and as recommended by the Audit Committee, the Board has approved that Mr. Shenoy will continue to act as a Internal Auditor to conduct the internal audit for the FY 2025-2026.

(iv) Secretarial Auditors

I n terms of the provisions of Section 204 of the Act and rule 9 of the Companies (Appointment and Remuneration of managerial Personnel) Rules 2014 the Board had appointed M/s. A. M. Sheth and Associates, Practicing Company Secretaries as the secretarial Auditors for the year FY 2024-25.

The Secretarial Audit Report given in Form MR-3 is set out as " Annexure F " to this Directors' Report. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks and no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

Further, the Board pursuant to Regulation 24A of the Listing Regulations has recommended the appointment of M/s. Mitesh Shah & Associates, Practising Company Secretaries as the Secretarial Auditor for a term of five years started commencing from 1 st April, 2025 subject to the approval of the Members of the Annual General Meeting of the Company.

(v) Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, had appointed (ABK & Associates), Cost Accountants (Firm Registration No 000036) as Cost Auditors to conduct the audit of Company's cost records for the financial year ended 31 st March 2025.

Further, pursuant to Section 148 and applicable provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a cost auditor for audit of cost records maintained by the Company in respect of the financial year ending 31 st March 2026. The Board in their meeting held on 23 rd May 2025 approved the appointment of M/s. ABK & Associates as the Cost auditor for the FY

2025- 2026.

Remuneration payable to the Cost Auditor is subject to ratification by the members of the Company. Accordingly, a resolution seeking members' ratification

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for the remuneration payable to (ABK & Associates), Cost Accountants, is included in the Notice of the Annual General meeting, along with relevant details, including the proposed remuneration.

39. MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain Cost Records under Rule 3 of the said Rules. Accordingly, the Company has duly maintained the Cost Records in the format prescribed under Rule 5 of the said Rules.

40. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of financial statements, the Company confirms that it has not followed any different treatment from that prescribed in an Accounting Standards.

41. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows is given below:

42. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no significant material orders passed by Regulators, Courts, or Tribunals that would impact the going concern status of the Company and its future operations

Furthermore, there have been no material changes or commitments that could affect the financial position of the Company between the end of the Financial Year to which the Financial Statements relate and the date of this report.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India.

44. ANNUAL RETURN

As required under Section 92(3) of the Act, Annual

Return is hosted on the website of the Company at

45. GENERAL

Your directors state that: -

i) There are no instances of fraud reported by the Auditors during the financial year ended 31 st March, 2025.

ii) The Company has not issued any shares with differential voting rights as per the Act.

iii) The Company has not issued any sweat equity shares under the Act.

iv) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

v) There was no revision in financial statements

vii) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 corporate Insolvency resolution.

viii) There was no instance of one-time settlement with any Bank or Financial Institution.

ix) the Company has not bought back its shares, pursuant to the provisions of Section 68 of the Act and Rules made thereunder.

xi) the Company has not made any provisions of money or has not provided any loan to the employees of the Company for purchase of shares of the Company, pursuant to the provisions of Section 67 of the Act and Rules made thereunder.

xii) there was no revision of financial statements and Board's Report of the Company.

xiv) No candidate was nominated by small shareholders in terms of Section 151 of the Act.

xv) There was no delay, in holding Annual General Meeting.

xvi) There was no re-appointment of Independent Director during the year under review.

xvii) The financial statements of the Company and its subsidiaries are placed on the Company's website at financials.aspx

xviii) The Cash Flow Statement for FY 2024-25 is attached to the Balance Sheet which forms part of this Annual Report.

xix) The Company has completed all corporate actions within the specified time limits. The securities were not suspended from trading during the year due to corporate actions or otherwise.

46. PAYMENT OF LISTING FEES TO STOCK EXCHANGES:

The Company confirms that the Annual Listing Fees has been paid to the Sock Exchanges on 2025-2026.

47. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals which will impact the going concern status and company' operation in future.

48. ACKNOWLEDGEMENT

Your Company has been able to operate responsibly and efficiently because of the culture of professionalism, creativity, integrity, ethics, good governance and continuous improvement in all functions and areas as well as the efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation to its stakeholder's, financial institutions, bankers and business associates, Government authorities, customers and vendors for their co-operation and support and looks forward to their continued support in future. Your Directors also place on record, their deep sense of appreciation for the committed services by the employees of the Company.