Transrail Light IPO

Track record of established presence and growth in power transmission and distribution vertical through our implementation and execution skills.

Established manufacturing facilities.

Strong and diversified Order Book.

Strong in-house designing and engineering.

Experienced promoter(s) with strong management team, technical expertise and business divisions with specialized domain knowledge.

Quality assurance.

Strong and consistent financial performance.

The company Order Book is subject to cancellation, modification or delay which may materially and adversely affect its business, future prospects, reputation, financial condition and results of operation.

Since its project management and turnkey EPC contracts (including those for power transmission and distribution), have long execution periods and time overruns, project related estimated costs and revenue estimates may vary from the actual costs incurred and actual revenues generated which may adversely affect its business, financial condition, results of operations and future prospects.

The company`s business is substantially dependent on tenders being floated by government authorities, public sector undertakings and utilities, from which the company derive a significant portion of its revenues, i.e. approximately 70% of the company revenue from operations for the three months period ended June 30, 2024 and approximately 82% for its average revenue from operations for the Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022. Any delays in tenders released or no tenders released by such entities may have a material adverse effect on its business and results of operations.

The company is exposed to foreign currency fluctuation risks, particularly in relation to import of raw materials, receivables from its foreign projects and the company trade receivables, which may adversely affect its results of operations, financial condition and cash flows.

The Company was a subsidiary of Gammon India Limited ("GIL") in the past. Any action taken against GIL pursuant to the proceedings outstanding against GIL, may have an adverse impact on its reputation and business.

In the past, the company books of accounts have been inspected by the Ministry of Corporate Affairs ("MCA") and certain non-compliances have been found by the MCA in its books of accounts. If the company is subject to penalties or other regulatory actions in relation to the non- compliances, its reputation, business and results of operations could be adversely affected.

The company has substantial capital expenditure and working capital requirements involving relatively long implementation periods and its may require additional financing to meet those requirements. The company indebtedness and the conditions and restrictions imposed on it by its financing arrangements could adversely affect the company ability to conduct its business.

The company has an outstanding FIR filed by the Central Bureau of Investigation, Anti-Corruption Bureau, Lucknow, Uttar Pradesh ("CBI")for the Gomti River Project. Any adverse developments in such CBI matter may have a material adverse effect on its business, financialcondition, results of operations and cash flows.

In the past, the Company has received a show cause notice from RBIfor FEMA non-compliance. Any adverse action in the future or inability of the Company to realize and repatriate the outstanding dues may have a material adverse impact on its business operations and financial condition.

The Company along with its Promoter, Ajanma Holdings, are proposing to acquire a part of the business of Gammon Engineers and Contractors Private Limited ("GECPL") which is facing restructuring by its lenders. Any action against GECPL pursuant to its restructuring may have a material adverse impact on the Company and the proposed acquisition.

Any disruption, breakdown or shutdown of its manufacturing facilities may have a material adverse effect on its business, financial condition, results of operations and cash flows.

The company is required to furnish bank guarantees/ surety bonds as part of its business. The company inability to arrange such guaranteesor the invocation of such guarantees or its inability to fulfill any or all of the obligations under such bank guarantees / surety bonds may or may not adversely affect its cash flows and financial condition.

The Company, Promoters, Directors, Subsidiaries and Group Companies are involved in certain legal proceedings. An adverse outcome in such proceedings may have a material adverse effect on its business, results of operations and financial condition.

For the three months period ended June 30, 2024, the company derived approximately 29% of its revenue from the company international clients in Bangladesh, Mali and Niger. Its inability to handle risks associated with executing foreign projects and supplying its products to foreign countries which could negatively affect the company business with clients in foreign countries, as well as its operations and assets in such countries.

Trade receivables, contract assets and inventories form a substantial partof its current assets and net worth. Further its cash flows from operating activities are also reducing. Failures to manage the same could have an adverse effect on its profitability, cash flow and liquidity.

Its financing agreements contain covenants that limit the company flexibility in operating its business. Further, the Company has availed unsecured loans from banks and other financial institutions, which may be recalled on demand. If the company is not in compliance with certain of these covenants and are unable to obtain waivers from the respective lenders, its lenders may accelerate the repayment schedules, and enforce their respective security interests, leadingto a material adverse effect on its business and financial condition.

The company has certain contingent liabilities, which, if they materialize, may adversely affect its results of operations, financial condition and cash flows.

Its contracts with government agencies usually contain terms that favour the government clients, who may terminate its contracts prematurely and impose restrictions on the Company from procurement of any future contracts under various circumstances beyond itd control such as right of way or foreign clearances, which may have a material adverse impact on its financial condition and results of operations.

The company has in the past entered into related party transactions and may continue to do so in the future and there can be no assurance that its could not have achieved more favourable terms if such transactions had not been entered into with related parties.

There have been certain instances of delays in payment of statutory dues by the Company in the past. Any delay in payment of statutory dues by the Company in future, may result in the imposition of penalties and in turn may have an adverse effect on the Company`s business, financial condition, results of operation and cash flows.

The company is exposed to claims, penalties and damages resulting from delays in its projects which may have an adverse effect on the company`s business.

Objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of its Net Proceeds as disclosed in this Red Herring Prospectus wouldbe subject to certain compliance requirements, including prior Shareholders` approval.

There is no assurance that the objects of the Offer will be achieved within the time frame expected or at all, or that the deploymentof the Net Proceeds in the manner intended by it will result in any increase in the value of your investment.

Its Promoter(s) and members of Promoter Group will continue to retain a majority shareholding in the Company after the Offer, which will allow them to exercise significant influence over it.

The company cannot assure that the construction of its projects will be free from any or all defects, which may adversely affect its business, financial condition, results of operations and prospects.

In the past, the Company has been subjected to penalty in case of contraventions under the Companies Act, 2013 in connection with the Pre-IPO Placement. If the company is subject to penalties in the future or other regulatory actions in relation to the non-compliances, its reputation, business and results of operations could be adversely affected.

Its business is substantially dependent on the revenue from operations generated from its top one, top five and top ten clientsAny reduction in its revenue from operations generated from these entities may have a material adverse effect on its business and results of operations.

In the past, growth rate of the company domestic business has been lower than the overall growth rate of its business. Such lower growth rates in its domestic business may continue in the future which may adversely impact its business operations and profitability.

Foreign portfolio registration certificate of Global Axe Investment Fund (formerly known as Aviator Global Investments Fund) ("GAIF"), one of our Promoter Group entities, and Great International Tusker Fund ("GITF") has been rendered invalid by SEBI. GAIF and GITF have also invested in its Promoter, Ajanma Holdings Private Limited, through the FDI route. Any further regulatory actions against GAIF and GITF may affect their investment in its Promoter which may in turn adversely affect the company reputation.

Its may not be awarded the projects that we successfully bid for and emerge as the lowest bidder, i.e. projects amounting to Rs. 32,206.00 million as on June 30, 2024 due to cancellation, modification, delay or annulment of such projects which may materially and adversely affect its business, future prospects, reputation, financial condition and results of operation.

The company relies on third party logistics providers for transportation of its products and machines to the project site or distribution to its clients. Any delay or disruption or refusal by its third-party logistics providers in timely delivery of its products may affect the company business, results of operations and cash flow adversely.

Fluctuation in cost of raw materials or any shortages, delay or disruption in the supply of the raw materials its use in othe company manufacturing process or may have a material adverse effect on its business, financial condition, results of operations and cash flows.

The company faces certain competitive pressures from the existing competitors and new entrants in both public and private sector. Increased competition and aggressive bidding by such competitors are expected to make its ability to procure business in future more uncertain which may adversely affect its business, financial condition and results of operations.

The company may not always be able to possess and maintain its pre-qualification capability which may result in the Company losing out on tenders which may adversely impact its Order Book.

The company regularly work with hazardous materials and activities in certain operations which can be dangerous and could cause injuries to people or property.

The company is subject to various laws and extensive government regulations and if its fail to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required in the ordinary course of its business, including environmental, health and safety laws and other regulations, its business financial condition, results of operations and cash flows may be adversely affected.

The company operates in a labor-intensive industry and are subject to stringent labor laws and any strike, work stoppage or increased wage demand by its employees or any other kind of disputes with the company employees could adversely affect its business, financial condition, results of operations and cash flows.

Under-utilization or ineffective utilization of its manufacturing capacity may have an adverse effect on its business and future financial performance.

Projects undertaken through a joint venture may be delayed on account of the performance of the joint venture partner or, in some cases, losses from the joint venture may have an adverse effect on its business, results of operations and financial condition.

Bidding for a tender involves various activities such as detailed project study and cost estimations. Inability to accurately estimate the cost may lead to a reduction in the expected rate of return and profitability estimates.

If the company is unable to anticipate product trends and develop successful new age products, its may not be able to maintain or increase its revenues and profits.

The company`s business is expected to become more integrated and its historical results of operations may not be indicative of its future performance and thus affecting the company business, financial condition, results of operations and future prospects.

Some of the payment challans in relation to the corporate records pertaining to the allotment of shares and change in registered office of the Company are not traceable and there have been delays and inadvertent errors in filing of some of the corporate records in the past.

The company is highly dependent on its Key Managerial Personnel and its Senior Management Personnel for its business. The loss of or its inability to attract or retain such persons could have an adverse effect on its business performance.

Its insurance coverage may not be sufficient to cover all risks or losses and failures to recover any damages or indemnity due to it under the company contracts, could have a negative impact on its financial condition and results of operations.

This Red Herring Prospectus contains information from industry sources including the industry report commissioned from CRISIL exclusively for the Offer and paid for by the Company. Investors are advised not to place undue reliance on such information.

The company will not receive any proceeds from the Offer for Sale portion.

Its borrowings facilities have been rated a long-term rating of A with an outlook of Positive by CRISIL Ratings and a rating of A+ with an outlook of Stable by India Ratings & Research. However, a downgrade in its credit ratings could materially adversely affect the company business and financial condition and its ability to raise capital in the future.

Its Registered Office, one of the company manufacturing facilities and its central workshop and warehouse are located on leasehold lands. If the company is unable to renew existing leases or relocate its operations on commercially reasonable terms, there may be an adverse effect on its business, financial condition and operations.

Significant differences exist between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of its financial condition.

The company business is subject to seasonal or climatic fluctuations which may adversely affect or delay its revenues, cash flows, results of operations and financial conditions in the seasons or climates which are not favourable to execute its projects.

The company ability to pay dividends in the future will depends on its future cash flows, working capital requirements, capital expenditures and financial condition.