Your Directors are pleased to present their 17th Annual Report together with the Consolidated and Standalone Audited Financial statements and the Auditor's Report of the Company for year ended 31st March 2024.

BUSINESS OPERATIONS

Your Company has achieved a turnover of Rs. 4,009.23 Crore for the year ended 31st March, 2024 as against Rs. 3,086.14 Crore for the previous year, on Standalone and Consolidated basis. The turnover for the year ended 31st March, 2024 grew by 29.91% 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 is divided into four verticals, namely (i) Power Transmission and Distribution, (ii) Civil Construction, (iii) Poles and Lighting, and (iv) Railways, as detailed below:

(i) Power Transmission &Distribution (Domestic):

This Financial Year Domestic Business could achieve Revenue of Rs. 1426 Crore with upward growth of 37% on year to year basis.

In the financial year 2023-24, your Company has secured Orders worth Rs. 2,091 Crore, which majorly includes - 765kV and 400kV of Transmission line projects received from M/s POWERGRID, State Power Utilities and Private Developers and 220kV Design, Testing and Supply of Transmission Line Towers for M/s CEB, Sri Lanka. We have also received an order for execution of 04 Nos. of 400kV GIS Bays at Kishtwar in Jammu and Kashmir. Further we become L1 Bidder for over Rs. 800 Crore worth Tenders.

Your Company continues to be the preferred business partner delivering timely T&D Projects across the country for the Central, State and Private Power Utilities.

Conductor Business:

Apart from supporting the T&D vertical for supply of conductors, this division caters to direct supply market with a wide variety of products including conventional and HTLS conductors.

During the financial year 2023-24:

Conductor division has booked orders for supply of HTLS Conductors from various Customers.

Received Landmark order of HVCRC Conductor through International EPC for SONATREL Cameroon Project.

Silvassa Conductor Division have had touched its full Capacity utilisation level during the financial year 2023-24.

Power Transmission & Distribution (International):

During the year International Business Revenue continued to show remarkable growth of 36% from Rs. 1,517.41 Crore in FY 23 to Rs. 2,076 Crore in FY 24. This revenue is majorly contributed by Bangladesh & Africa. Our projects mainly include Power transmission lines, distribution networks, substations and underground cabling.

Your Company successfully completed projects in Thailand, Bangladesh, Togo and Jordan in the last year.

During the year, new order worth Rs. 1,917.53 Crore was added across various countries like, Cameroon, Tanzania, Bangladesh, Philippines, Oman and Mozambique. Your Company has entered Tanzania with a prestigious inter country 400kV Transmission line and have added traction in Southeast Asia through supply orders in Philippines.

International Business vertical is looking forward on delivering our large unexecuted order book of Rs. 6,158.74 Crore and to continue its momentum of growth in execution and adding projects.

(ii) Civil Construction:

Revenue from Civil Business achieved a strong performance in the financial year 2023-24 with revenue of Rs. 376 Crore. The Bridge Project Secured a new project to construct a Bairagarh flyover bridge in Bhopal, Madhya Pradesh, valued at Rs. 214.90 Crore. This strengthens Civil Business's position in the bridges and elevated roads sector.

The Mega project of Kosi River Bridge which is one of the longest river bridge in India spanning over 10.2 Km in length with a value of close to Rs. 1,000 Crore is progressing as planned. The company is taking steps to minimize the impact of the extended monsoon season.

Further, the cooling tower projects in Yadadri and Udangudi are progressing well. Notably, Civil Business has completed India's second-tallest NDCT tower, reaching a height of 199 meters and marking Transrail's tallest structure to date.

(iii) Poles and Lighting:

Poles and Lighting business showed improved Revenue at Rs. 202 Crore for the financial year 2023-24 with a year to year growth of 8%. This revenue comprises of a good mix of high masts, poles, solar, LED, sports lighting and SITC. This was the first time the division crossed 200 Crore mask in Sales and collections with an order booking of about 175 Crore.

The division had entered into various new projects for first time during the year. The division forayed into new areas of solar power plant for the first time on a bridge, the Sudarshan Setu at Beyt Dwarka, first Tunnel lighting at Athang Jammu and also the first time a stadium lighting with "Transrail" brand sports lights. Special structures were also fabricated at our Silvassa plant leading to the working on the prestigious Bullet Train project, being chosen as one of the most preferred vendors.

The division also ventured into major solar projects with supply of large numbers of solar street lighting for the "Jal Jeevan Mission" of Uttar Pradesh Government. The division has also ventured into decorative poles securing major orders for city beautification projects, in addition to being "one stop solution" for all outdoor lighting needs and works on the basis of "concept to commissioning" in highway lighting.

With a wide diversified basket and also augmenting the pole plant manufacturing products, the division has a wide horizon of business potential and is ready for the leap into the higher orbit with a vision to be the most profitable business unit in your Company.

(iv) Railways:

During the Financial year 2023-24, your company has secured Contract from Indian Railways for 2x25KV Overhead Electrification (OHE) segment for Construction of 320 TKM in Southern Division. Further, the Company is the successful Bidder in same Division in Overhead Electrification (OHE) segment, having Track length of 201 TKM and 08 nos. of Switching Stations.

As on 31st March, 2024, the Company has executed more than 75% scope of work for M/s. Rail Vikas Nigam Limited, out of total value of Rs. 500 Crore, which involved Track linking, Overhead Electrification and S&T.

Draft Red Herring Prospectus:

The Company has filed a Draft Red Herring Prospectus ("DRHP") with Securities and Exchange Board of India ("SEBI") on 9th March, 2024. The proposed Initial Public Offering ("IPO") is consisting of Fresh Issue upto Rs. 450 Crore and Offer For Sale upto 1,01,60,000 Equity Shares of Face value of Rs. 2/- each, by the Selling shareholder "Ajanma Holdings Pvt. Ltd."

Compounding application with Ministry of Corporate Affairs (MCA)

Ministry of Corporate Affairs (MCA) had conducted an inspection of our books of accounts, records and other statutory documents, under Section 206(5) of the Companies Act, 2013, whereby the Company was required to furnish certain details for the period from 1st April, 2014 to 31st March, 2018 and the Company had provided required data and documents to MCA.

Further MCA had sent response to the Company suggesting the Company to opt for compounding in respect of violations of provision of Sections 129, 134 read with 135 and 203 of the Companies Act, 2013. Accordingly, on 19th December, 2023 and 20th December, 2023, the Company filed three applications with the MCA pursuant to Section 441 of the Companies Act, 2013.

In this regard, the Regional Director, Western Region, MCA, Mumbai ("Regional Director, Mumbai") has passed interim orders each dated 24th April, 2024, directing our Company to pay compounding fee aggregating to Rs. 2.13 million. The Company has paid the said compounding fee and copies of challans have been submitted to the Regional Director, Mumbai. Subsequently, Hon'ble Regional Director passed the final Order on 30th April, 2024.

DIVIDEND

The Directors are pleased to recommend a Dividend of Rs. 1.50/- per equity share of face value of Rs. 2 /- each for the financial year ended 31st March, 2024.

The Dividend is subject to the approval of Members at the ensuing Annual General Meeting. In 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 Shareholders. The Company shall, accordingly, make the payment of the Dividend after deduction of tax at source.

SHARE CAPITAL

As on 31st March, 2024, the paid-up share capital of your Company is Rs. 24,79,27,420/-

Further the existing authorised share capital of the Company from Rs. 35,00,00,000 consisting of 3,50,00,000 equity shares of face value of Rs. 10/- (Rupees Ten Only) each ("Equity Shares"), sub-divided into Rs. 35,00,00,000 consisting of 17,50,00,000 Equity Shares of face value of Rs. 2/- (Rupees Two only) each, with effect from 12th February, 2024.

During the year under review, the paid-up share Capital of your Company increased by Rs. 1,99,43,020/- on account of allotment of 19,94,302 equity shares on preferential basis to Asiana Alternative Investment Fund Scheme: Asiana Fund I.

RESERVES

The reserves of your Company increased by a healthy Rs. 381.05 Crore during the year to a total of Rs. 1139.06 Crore.

DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date of this report, the Board of Directors consist of 10 (Ten) Directors. The details are given as under:

Directors who ceased office during the financial year 2023-24:

*Appointed as Nominee Director of Asiana Alternative Investment Fund - Scheme: Asiana Fund - I w.e.f. 23rd October, 2023

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. 19th January, 2024.

# Appointed as the Chief Financial Officer w.e.f. 19th January, 2024.

NUMBER OF MEETINGS OF THE BOARD

During the period under review, 12 (Twelve) Board Meetings were held by the Company.

Details of the meeting held are given below:

COMMITTEES OF BOARD

The following are the statutory Committees constituted by the Board and they function according to their respective roles and defined scope:

AUDIT COMMITTEE

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

During the period under review, the Audit Committee was re-constituted on 10th August, 2023 and 13th December, 2023, respectively. During the period under review, the Audit Committee met 3 (Three) times, details of the Meetings are given below:

NOMINATION AND REMUNERATION COMMITTEE & POLICY

As on date of this report, the Nomination and Remuneration Committee consists of following:

During the period under review, the Nomination and Remuneration Committee (NRC) was re-constituted on 10th August, 2023.

During the year under review, the Nomination & Remuneration Committee met 7 (Seven) times, details of the meetings are given below:

The NRC Policy of the Company is available on the website of the Company i.e. www.transrail.in under "Investors Centre" tab.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

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 31st May, 2023.

During the period under review, Corporate Social Responsibility Committee met on 30th May, 2023 where all members were present.

D uring the financial year 2023-24, your Company was required to incur an expenditure of Rs. 4.06 Crore (including the amount remaining unspent during the previous financial year of Rs. Rs. 2.01 Crore) towards CSR activities.

During the financial year 2023-24, your Company incurred the following expenditure:

* Amount transferred to CSR unspent A/c for the year 2023-24

Your Company had opened an "Unspent Corporate Social Responsibility " bank account wherein the Company has deposited amount remaining unspent as on 31st March, 2024 pertaining to ongoing CSR projects commenced during the FY 2023-24.

The report on CSR activities is set out in " Annexure A" to this Directors' Report.

The CSR Policy of the Company is available on the website of the Company i.e. www.transrail.in under "Investors Centre" tab.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of Regulation 20, of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has constituted Stakeholders' Relationship Committee on 25th August, 2023.

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

During the year under review the Company not being listed, was not required to hold any meetings of Stakeholders Relationship Committee.

RISK MANAGEMENT COMMITTEE AND RISK MANAGEMENT POLICY

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

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

During the period under review, Risk Management Committee met on 30th May, 2023.

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:

FOREIGN EXCHANGE INFLOW AND OUTFLOW

DEBENTURES

There were no new debentures issued during the year under review.

PUBLIC DEPOSITS

Your Company did not invite or accept deposits from public during the year under review.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the year under review.

AUDITORS

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.

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.

Cost Auditors: The Company has maintained cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013. Accordingly, such accounts and records are duly made and maintained. The Board on the recommendation of the Audit Committee appointed M/s. ABK & Associates, Cost Accountants to conduct the Cost Audit for the year 2023-24, they have been reappointed as the Cost Auditor for the financial year 2024-25. In terms of the provisions of Section 148(3) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration payable to the Cost Auditor to be ratified by the Members of the Company. Accordingly, at the ensuing AGM, the Board seeks ratification of the remuneration payable to the Cost Auditor for the financial year 2024-25.

Secretarial Auditors: In 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 appointed M/s. A. M. Sheth and Associates, Practicing Company Secretaries as the secretarial Auditors for the year FY 2023-24.

The Secretarial Audit Report given in Form MR-3 is set out as "Annexure B" to this Directors' Report. There were certain suggestions/ observations made by the Secretarial Auditor in its report and the management is taking required actions for the same.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company will be available on the website of the Company at the web-link https://transrail.in/investors-centre/disclosures.aspx

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties (as defined in the Act and Listing Regulations) were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any contract/arrangement/transaction with related parties, which could be considered as material in accordance with the Policy of the Company on Materiality of Related Party Transactions (RPT Policy) or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

DECLARATION BY THE INDEPENDENT DIRECTORS

Your Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013. The Declaration received from the independent Directors was taken on record by the Board of Directors.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, no investments made and no loans were given by the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has incorporated following wholly owned subsidiaries:

During the year under review, your Company had sold entire stake of 50% held in the share capital of Burberry Infra Private Limited on 17th November, 2023.

A summary of the performance highlights for the year ended 31st March, 2024, 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.

PARTICULARS OF EMPLOYEES

During the year under review, following are the employees in receipt of remuneration requiring disclosure pursuant to the provisions pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RESEARCH & DEVELOPMENT

The Company on a continued basis tries to improve its construction technology in order to support the onsite teams. The need of the hour is to increase efforts for standardization of equipment, framework, structural designs and construction procedures. The current market challenges demand more focus on Research and Development and the Company endeavors to continue doing so. During the year under review, the Company had taken following R&D initiatives:

Proposal of LPG instead of LDO for Galvanizing furnace.

Proposal of solar roof top.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

Your Company has undertaken many efforts for conservation of energy. Effective utilization of Plant and Machinery at the project sites has been leading to significant energy conservation. During the year under review, the Company had taken following measures for Conservation of Energy & Technology Absorption

Your Company has installed VFD for heavy motor scrubber.

AC's temperature set on 26 degrees centigrade for energy conservation.

Your Company has already installed LED lights in whole premises.

ENVIRONMENT

Your Company has taken following measures for safeguarding environment:

Prepared pit to decompose horticulture waste & to minimize garden waste.

Corridor - washroom closed to save energy of air conditions.

FRP tank installed in galvanizing to store fresh acid & spent acid and which can reduce fumigation.

Dike wall prepared to catch leachate & to prevent land pollution.

Waste water collection sump prepared to catch waste water of storm drain line & to treat it at ETP.

In reference to NOC from CGWA, prepared rain water harvesting structure.

Prepared new acid residue collection tank to prevent land pollution.

RO plant installation in galvanizing to prevent from white rust.

Revised consent in which 1700 Ton of spent acid we can sell instead of treatment in ETP, which do not generate ETP sludge / not consuming electricity.

Further plantation done in premises.

Adopted plastic eco brick concept to save plastic pollution.

DISCLOSURES IN RELATION 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.

The details of the complaints received under the same are as under:

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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.

EMPLOYEE STOCK OPTION SCHEME

During the year under review, the "ESOP Scheme -2019" was closed since the period for exercise of options under this Scheme was ceased and no further options to be exercised and the Board at its meeting held on 6th February, 2024 considered the same.

Further during the year under review the Company has approved the "Employee Stock Option Plan - 2023 on 10th August, 2023 to offer, issue and allot, not exceeding 4,56,000 equity shares in aggregate.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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 addressed to the mail id whistle.blower@transraillighting.com.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

the selected accounting policies were applied consistently and the Directors 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 as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the annual accounts have been prepared on a going concern basis;

Company has followed adequate internal financial controls in preparing its financial statements;

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

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.

ACKNOWLEDGEMENTS

Your Directors thank all its valued customers and various Government, Semi-Government and Local Authorities, Suppliers and other Business Associates. Your Directors appreciate continued support from Banks and Financial Institutions and look forward to their co-operation in the future. Your Directors place on record their appreciation of the dedicated efforts put in by the employees at all levels and wish to thank the Shareholders and all other stakeholders for their unstinted support and co-operation