Transrail Lighting has approved the acquisition of a 100% equity stake in Gactel Turnkey Projects Limited for an aggregate consideration not exceeding ₹10 crore. The Board of Directors granted this approval on June 22, 2026, to strengthen the company's engineering and execution capabilities in the industrial cooling solutions segment. The transaction is classified as a Related Party Transaction as both entities are fellow subsidiaries of Ajanma Holdings Private Limited and will be executed at arm's length based on an independent valuation report.

Acquisition Details

The deal involves the purchase of 50,00,000 equity shares of ₹10 each. The acquisition is expected to be completed within 4 months, subject to the execution of a Share Purchase Agreement and customary closing conditions. No governmental or regulatory approvals are required for the transaction. Upon completion, Gactel Turnkey Projects Limited will become a wholly owned subsidiary of Transrail Lighting.

Strategic Rationale

Gactel Turnkey Projects Limited, incorporated on May 17, 1995, specializes in turnkey industrial cooling solutions, including wet cooling towers, dry cooling systems, and air-cooled condensers. The acquisition is expected to enhance Transrail Lighting's end-to-end EPC capabilities, specifically in Induced Draft Cooling Towers (IDCTs) and the maintenance of old cooling towers and chimneys. The target entity reported a turnover of ₹0.58 Crore for FY 2025-26.

Key Management Change

Simultaneously, the board noted the resignation of Mr. Raman Rajagopalan, Deputy Managing Director, effective July 31, 2026. He cited personal commitments requiring relocation to Chennai to be closer to his parents as the reason for his departure. The resignation was accepted and approved by the Nomination & Remuneration Committee and the Board of Directors.

Ajanma Holdings Private Limited has confirmed that the promoters of transrail lighting did not create any encumbrance on their shares during the Financial Year 2025-26. The declaration, submitted on April 03, 2026, covers shares held directly or indirectly by the promoters, promoter group, and persons acting in concert. This disclosure is significant for shareholders as it indicates that the promoter group's shareholding remains free from pledges or other charges, ensuring stability in ownership structure.

The filing was made to BSE Limited and National Stock Exchange of India Limited in compliance with Regulation 31(4) of the Securities Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011. The regulation requires periodic disclosures regarding any encumbrance on shares held by the promoter group to ensure transparency in the market.

Ajanma Holdings Private Limited, acting on behalf of the promoter group, provided a comprehensive list of entities and individuals included in the promoter and promoter group categories. The list, enclosed as Annexure I to the filing, names 27 stakeholders, ranging from individuals to corporate entities and foreign entities.

List of Promoters and Promoter Group

• Foreign entities