Transrail Lighting Ltd Directors Report

5. DEMATERIALIZATION OF SHARES / DEPOSITORY SYSTEM

The Companys equity shares are compulsorily tradable in electronic form. As on March 31, 2026, 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 100% 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, member who is holding share in physical mode is 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 Rs. 415.95 Crore amounting to a total of Rs. 2,305.52 Crore as compared to Rs. 1,889.57 Crore in the previous Financial year 2024-25. The Company has not transferred any amount to reserves during the year under review

8. DIVIDEND

Your directors at their meeting held on May 26, 2026 have recommended payment of final dividend of Rs. 2/- per equity share (i.e. 100 % on the face value of Rs. 2/- per equity share) for the financial year ended March 31, 2026. The total cashflow on account of dividend would be 26,85,12,050. The dividend is subject to approval of members at the ensuing 19th Annual General Meeting (AGM) of the Company. The dividend, if approved by the members will be paid within 30 days from the date of Annual General Meeting.

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.

Dividend Distribution Policy

The dividend recommendation is in accordance with the Policy of the Company. The dividend will be paid out of the profits for the year.

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 March 31,2026, the Board of Directors consists of four Executive Directors, three Non-Executive Directors and seven Independent Directors (including one Woman Independent Director). The details are given as under:

The details of the composition of Board of Directors are also mentioned in the Corporate Governance Report forming part of the Annual Report

* Mr. Sanjay Kumar Verma, Non- Executive Director of the Company was designated as Vice Chairman w.e.f. May 24, 2025.

RE- APPOINTMENT OF DIRECTOR LIABLE TO RETIRE BY ROTATION

In terms of Section 152 of the Companies Act, 2013, Dr. Indu Shekhar Jha (DIN: 00015615) and Mr. Suryanarayana Dhulipala (DIN: 07304786), being the longest serving Directors, shall retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offer themselves for re-appointment.

The Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment for approval of the Members at the ensuing AGM. The necessary resolution for the re-appointment of Dr Indu Shekhar Jha and Mr. Suryanarayana Dhulipala forms part of the AGM notice.

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:

% Ms. Gandhati Upadhye served as Company Secretary & Compliance Officer up to May 23, 2025.

$ Ms. Monica Gandhi was appointed as Company Secretary & Compliance Officer with effect from May 24, 2025.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declarations from each of the Independent Directors 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. Dr. Indu Shekhar Jha was designated as a Non-Executive, Non Independent Director of the Company w.e.f. 2nd February, 2026 in view of entering into contract or arrangement with him for availing of advisory/ consutting services by the Company for a period of three (3) years w.e.f. April 01, 2026. There has been no change in the circumstances which may affect their status as Independent Directors apart from change in designation of Dr. Indu Shekhar Jha from Independent

Director to Non 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 during FY 2025-26, 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 (including proficiency) and they hotd 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.

14. 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 individuat Directors as wett as the evatuation of the working of its Audit, Nomination & Remuneration and other Committees.

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

The criteria for performance evaluation of the Board included aspects tike 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). The details of performance evaluation have been mentioned in the Corporate Governance Report.

15. 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 February 27, 2026. 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.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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.

17. 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.

18. 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.

19. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

I n terms of Regulation 34 of the Listing Regulations read with the relevant SEBI Circulars, the "Business Responsibility and Sustainability Report" ("BRSR") having disclosure on the performance of your Company against nine principles of the "National Guidelines on Responsible Business Conduct" forms an integral part of the Annual Report. Your Company has published its first BRSR for FY 2025-26 in compliance with SEBI requirements applicable to top 1000 listed entities.

20. 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.

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

I nformation 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.

22. MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, four Board Meetings were held. The details of the meetings, along with the attendance of the Directors, are provided below:

The necessary quorum was present at alt the meetings. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and SEBI Listing Regulations. The composition of the Board and other details relating to the Meetings of the Board & its Committee(s) have been provided in the Corporate Governance Report.

23. BOARD COMMITTEES

During the period under review, the Board had following Committees in line with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations. These included the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee (also designated as the Compensation Committee), Corporate Social Responsibility Committee and the Risk Management Committee. In addition, to facilitate focused attention on various operational and governance aspects, the Board has also constituted other committees such as the Executive cum Finance Committee, Operational Committee, Whistle Blower Committee, Strategy Committee, and the ICC-POSH Committee.

The composition of the Committees of the Board, details of the meetings held during the financial year 2025-26, and the terms of reference of the Committees constituted by the Board are set out in the Corporate Governance Report, which forms part of this Annual Report.

The Board of Directors confirm that, during the year under review, they have accepted all recommendations received from its Committees.

24. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act pertaining to Corporate Social Responsibility ("CSR"), the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). Your company is committed to improving the quality of life of the communities in its focus areas through long term value creation for all its Stakeholders through its various Corporate Social Responsibility (CSR) initiatives.

Brief details on various focus areas of interventions are part of the Annual Report on CSR activities annexed to this report as Annexure B in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

25. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The certificate from the Secretarial Auditor, M/s. Mitesh Shah & Co., Practicing Company Secretaries, confirming that the ESOP Plan 2023 has been implemented in accordance with the SEBI (SBEB & SE) Regulations, 2021, will be available for inspection by the shareholders at the ensuing Annual General Meeting.

A statement containing complete details as at March 31, 2026 is provided in Annexure E to this Report.

32. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company promotes ethical behaviour 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 Policy also provides adequate protection to all its stakeholders who report unethical practices and irregularities. The incidents that are reported are investigated and suitable action is taken in line with the Companys Whistle Blower Policy. 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. It is hereby affirmed that no person of the Company has been denied access to the Audit Committee during the financial year under review.

As on date of this report, the following personnel constitute the Whistle Blower Committee:

a. Maj. Gen. Dr. Dilawar Singh (Retd.) - Chairman

b. Mr. Ranjit Jatar - Member

33. RELATED PARTY TRANSACTIONS

All contracts, arrangements, transactions entered into by the Company with related parties during the financial year were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations, 2015.

All related party transactions were placed before the Audit Committee for prior approval. The Audit Committee has granted omnibus approval for related party transactions, which are reviewed on a quarterly basis. Further, shareholders resolution for entering into a contract or arrangement with Dr. Indu Shekhar Jha, Non-executive Director for availing advisory/ consulting services for a period of 3(three) years w.e.f. April 01, 2026 u/s 188(1)(f) of the Companies Act, 2013 was considered and placed before the members for voting through Postal Ballot as an abundant caution, which was passed by the shareholders. No material related party transactions, as defined under the Listing Regulations, were entered into by the Company during the financial year. Accordingly disclosure in Form AOC-2 is enclosed herewith as Annexure F.

The disclosure of related party transactions, as required under Indian Accounting Standard (Ind AS) 24, has been made in Note No. 50 read with Annexure II to the Standalone Financial Statements.

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 loans or guarantees given and investment made during the year is as follows:

36. POLICIES

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, 2026, 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 state of affairs of the Company at the end of the Financial Year 2026 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) were appointed as the Statutory Auditors of the Company till

the conclusion of the Companys 20th Annual General Meeting to be held in the year 2027.

The Statutory Auditors Report by M/s. Nayan Parikh & Co., Chartered Accountants of the company for FY 2025-26 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:

In 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 2025-26 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 2026-2027.

(iv) Secretarial Auditors

I n terms of the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations 2024, the Board of Directors had appointed M/s. Mitesh Shah & Co., Practicing Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive years commencing from April 1, 2025. The said appointment was approved by the members at the Annual General Meeting held on September 23, 2025.

The Secretarial Audit Report given in Form MR-3 is set out as Annexure G to this Directors Report. The said Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks except a remark that while making disclosure to stock exchanges for cessation of employment of Major Sukriti Shukla (retd.) as Chief Human Resource Officer, reason cited for her termination was "No longer in service of the Company" instead of "Termination/ Removal" as the Company was mindful of avoiding any public statement

that would have cast aspersions on the standing of Major Shukla and it would have negatively impacted her professional reputation in public, resulting in an inability to secure any potential employment and which would have placed an untenable stigma on her reputation depriving her of her livelihood. Further, no frauds were reported by the Secretarial Auditors to the Company under sub-section (12) of Section 143 of the Act.

(v) Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, had approved the appointment of M/s. ABK & Associates, Cost Accountants (Firm Registration No. 000036), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2026, in accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.

The remuneration payable to the Cost Auditors is subject to ratification by the Members of the Company. Accordingly, a resolution seeking Members ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the ensuing Annual General Meeting.

The Cost Audit Report for the financial year 2024-25 received from M/s. ABK & Associates, Cost Accountants, did not contain any qualifications, reservations, adverse remarks or disclaimers, except for an observation in respect of Pole, wherein for certain CTA products, sales were made in metric tonnes (MT) whereas, as per CTA requirements, the unit of measurement (UOM) is required to be maintained in numbers (Nos.). The Company had explained that such reporting in numbers was not practically feasible. Accordingly, to this limited extent, the same was not in compliance with the advisory dated May 09, 2024 issued by the Institute of Cost Accountants of India.

The management has taken suitable corrective action and necessary compliance shall be ensured from the financial year 2025-26 onwards. Further, no fraud has been reported by the Cost Auditors under Section 143(12) of the Act.

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. 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.

42. 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.

43. ANNUAL RETURN

44. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor, and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The Companys internal control encompasses various management systems, structures of organisation, standard and code of conduct which all put together help in managing the risks associated with the Company. With a view to ensure the internal control systems are meeting the required standards, the same are reviewed at periodical intervals.

If any weaknesses are identified in the process of review the same are addressed to strengthen the internal controls which are also in turn reviewed at frequent intervals. The key attributes of Risk Management Framework of the Company are:

(i) A well-defined risk management policy;

(ii) assessment and prioritisation of risks that affect the business of the Company; Development and deployment of risk mitigation plans;

(iii) Focus on both the results and efforts required to mitigate the risks;

(iv) Defined review and monitoring mechanism of risk registers;

(v) Presentations by the risk owners at the Risk Management Committee Meeting.

45. THE COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC).

46. GENERAL

Your directors state that: -

i. There are no instances of fraud reported by the Auditors during the financial year ended March 31, 2026.

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 application made and no proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year

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

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

viii. 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.

ix. There was no revision of financial statements and Boards Report of the Company.

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

xi. There was no delay, in holding Annual General Meeting.

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

xiv. The Cash Flow Statement for FY 2025-26 is attached to the Balance Sheet which forms part of this Annual Report.

xv. 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.

xvi. The Company has complied with the provisions relating to the Maternity Benefits Act, 1961

47. PAYMENT OF LISTING FEES TO STOCK EXCHANGES

The equity shares of the Company are listed on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") with effect from December 27, 2024. The Company confirms that the Annual Listing Fees for the financial year 2026-27 have been duly paid to both the Stock Exchanges.

48. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS 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 companys operation in future.

49. 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 Companys resources for sustainable and profitable growth.

Your Directors would like to express their sincere appreciation to its stakeholders, 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.