Transrail Lighting Ltd

AGM and record-date details

• Record Date for Final Dividend eligibility: 11 September 2026.
• AGM scheduled: 28 September 2026 at 3:30 PM IST via VC/OAVM.
• E-voting cut-off date: 21 September 2026 for AGM entitlement.
• E-voting period: 24 Sept 2026 09:00 IST to 27 Sept 2026 17:00 IST.
• Dividend, if approved, will be paid within 30 days from AGM.
• Shareholders on record as of 21 Sept 2026 eligible for e-voting.
• E-voting facility provided by Central Depository Services Limited.

Independent Director Appointment

• Appointment of Ms. Ranjana Maitra as Independent Additional Director, effective Aug 13, 2026 for 3 years.
• Subject to Members' approval of the appointment.
• Profile: MBA in Marketing & International Business; 30+ years across education, healthcare, life sciences.
• Not related to any other director.
• Not debarred from holding office by SEBI or authorities.

Financial Performance

• Revenue from operations: INR 1,736 crores, up 5% YoY.
• EBITDA: INR 203 crores; margin 11.7%.
• PAT: INR 108 crores, up 3% YoY.
• Tax rate: 25% this quarter; normalization expected.
• Interim dividend: INR 3 per equity share for FY27.
• Stock options: 1,89,000 granted under ESOP 2023.
• Credit facility upgraded to AA-; limit about INR 7,500 crores.

Order Book and Backlog

• Unexecuted order book: INR 16,035 crores; L1 orders: INR 400 crores.
• Total orders in hand: INR 15,635 crores.
• Tenders worth over INR 20,000 crores quoted; to be declared in coming quarter.
• International backlog: INR 6,400 crores; 24–30 months to consume.
• Domestic 65%, international 35% revenue mix.

Projects and Capex

• Butibori, Nagpur eco-friendly tower facility commenced commercial production.
• Conductor brownfield Phase 1 ready; start in Q2 FY27 after approvals.
• Acquisition of Gactel turnkey projects; strengthens cooling tower EPC.
• NDCT/IDCT tower solutions added to portfolio.
• Australia monopole opportunities; seed marketing; long-term potential.

Outlook and Guidance

• Full-year revenue growth target: 20%.
• EBITDA margin target: 11%+; Q1 margin 11.7% supports.
• FY27 turnover around INR 8,300 crores; H2 stronger than H1.
• QIP enabling resolution; plan to announce updates in next call.

Q&A Highlights

• Q1 top line slower due to bid-to-award lags and supply disruptions; Q2/Q3 expected.
• Capex plan INR 203 crores; ~70% utilized in FY27, rest FY28.
• Burberry loan INR 80 crores; repaid by Sep 2026; INR 30 crores received last year.
• Bangladesh book INR 4,500 crores; INR 300 crores left; 3 months to complete.
• Margin guidance reaffirmed at 11%+ despite near-term variabilities.

Issue Overview

• Type: Public issue and private placement of equity shares.
• Total issue size: Rs 450 crore; no revision or undersubscription reported.
• Objectives: working capital, capex, general corporate purposes, and issue expenses.

Utilisation of Proceeds

• Utilisation as disclosed; no material deviations observed.
• Delays in object implementation; timeline extended to FY27 for GCP and expenses.
• Unutilised funds for GCP: 71.12 crore as of 30 Jun 2026; later deployed to subsidiary equity.
• Unutilised IPO proceeds deployed in fixed deposits totaling 75.58 crore; maturing July 2026.

Governance and Compliance

• All statutory approvals obtained for objects.
• Board resolution dated May 13, 2026 to extend utilization timeline.
• Co-mingling of pre-IPO funds across accounts noted; relies on management declarations and CA certificate.

General Corporate Purpose (GCP)

• GCP utilised: Rs 10 crore toward equity capital; board approval obtained.
• Unutilised GCP as at 30 Jun 2026: Rs 71.12 crore; extension approved.
• July 2026: funds deployed into subsidiary equity.

Resolutions and key terms

• Item 1: Special resolution to raise capital via QIP up to ₹600 crore.
• Issue may include equity shares and/or other securities in one or more tranches.
• Aggregate QIP amount up to ₹600 crore inclusive of premium.
• QIP to eligible QIBs; pricing per applicable ICDR norms.
• Floor price not below SEBI ICDR floor price; discount up to 5%.
• Lock-in: 1-year for all Eligible Securities issued.
• Minimum 10% of allotted securities to Mutual Funds.
• No allotment to promoters or promoter-related parties.
• Completion window: 365 days from passing the resolution.
• Listing on stock exchanges; pari-passu with existing equity.
• Item 2: Special resolution to add new main objects.
• New objects cover drones/UAVs, radars, solar, BESS, data centers.
• Authority to file MOA amendments with MCA; board empowered.
• Scrutinizer: Mitesh Shah & Co.; process remote e-voting.
• Cut-off date: Aug 3, 2026; Voting window: 12 Aug–10 Sept 2026.
• Last date of e-voting: 10 Sept 2026.
• Results to be announced within two working days after e-voting ends.

Financial Highlights

• Revenue 1,736 Cr, up 5% YoY.
• EBITDA 203 Cr with 11.7% margin.
• PAT 108 Cr, up 3% YoY.
• Credit rating upgraded to IND AA-/Stable by India Ratings.

Operational & Capacity Developments

• Commissioned Eco-friendly Butibori tower plant at Nagpur.
• Tower capacity doubled to 172,400 MTPA in FY26.
• Conductor capacity expanded to 49,500 km post CAPEX.
• Entered Australia with first Monopole project; footprint across six continents.
• Acquired Gactel Turnkey Projects to strengthen cooling tower EPC.
• Unexecuted order book ₹16,035 Cr as of 30 Jun 2026.
• Order book to revenue ratio above 2.3x.

Market Presence & Capacity

• Footprint across 64 countries and six continents.
• India: 50+ ongoing projects; 300+ completed.
• Africa: presence in 28 countries; World Bank/AfDB funding for projects.
• Americas/Europe/GCC: turnkey EPC, towers and conductors supply.
• Australia: engineering product supply; monopole presence.

Financial Position & Capex

• Net debt with IPO funds ₹466 Cr as of 30 Jun 2026.
• Long-term borrowings ₹58.92 Cr; short-term ₹716.97 Cr.
• Cash ₹228.18 Cr; IPO funds ₹81.29 Cr.
• Credit rating upgrade confirmed Aug 2026 by India Ratings.
• Capex ₹203 Cr approved 26 May 2026 for construction equipment.

Strategic Outlook

• Healthy domestic and international bidding pipeline supports long-term growth.
• Recognised as ET Edge Best Organisations to Work 2026.
• RoSPA Silver Award for Cameroon TL health and safety project.
• Tower and conductor manufacturing capacity being doubled.

Governance

• Executive Chairman Digambar Bagde; MD & CEO Randeep Narang.
• Independent directors on board; governance framework in place.

Dividend and TDS details

• Interim dividend declared: Rs 3 per equity share (face value Rs 2).
• Record date: 3 August 2026; payment to shareholders by 26 August 2026.
• Dividend is taxable; TDS deducted at source per Income Tax Act 2025.
• Resident shareholders: 10% TDS with PAN; certain exemptions; Form 121/41 required by Aug 5, 2026.
• Non-residents: 20% or lower treaty rate; TRC, Form 41, and declarations required.
• Documents deadline for TDS exemptions/submissions: 5 August 2026.
• For TDS credits to clients, update via Form 121-41 by Aug 5, 2026.
• If tax is withheld at a higher rate due to missing information, refunds may be claimed.
• Submit documents to csgexemptforms2627@in.mpms.mufg.com or via MUFG Intime portal.