Transrail Lighting approves 100% acquisition of Gactel Turnkey Projects

What Transrail Lighting announced

On 22 June 2026, the Board of Directors of Transrail Lighting Limited (BSE: 544317) approved the acquisition of 100 % equity in Gactel Turnkey Projects Limited (“Gactel”). The purchase will be executed through a Share Purchase Agreement with the current shareholder, Ajanma Holdings Private Limited. The board also noted the resignation of Deputy Managing Director Raman Rajagopalan, effective 31 July 2026.

The acquisition was disclosed in a Regulation 30 filing with the BSE and NSE, as required under SEBI Listing Regulations. The board meeting commenced at 05:30 PM IST and concluded at 06:15 PM IST on the same day.

Details of the acquisition

• Target entity: Gactel Turnkey Projects Limited, incorporated on 17 May 1995, CIN U40101MH1995PLC088439, registered at 3rd Floor, Hamilton House, J.N. Heredia Marg, Ballard Estate, Mumbai.
• Equity stake: 100 % of the paid‑up share capital, amounting to Rs 5 crore (50 lakh equity shares of Rs 10 each).
• Financials: Gactel reported a turnover of Rs 0.58 crore for FY 2025‑26.
• Seller: Ajanma Holdings Private Limited, which also holds the majority stake in Transrail Lighting, making the deal a related‑party transaction.
• Valuation: The transaction is to be undertaken at arm’s length, supported by an independent valuation report (details not disclosed in the filing).
• Completion timeline: The parties expect the acquisition to be finalised within four months from the board approval.
• Regulatory clearances: No governmental or regulatory approvals are required for the transaction.

Related‑party nature and arm‑length basis

The filing explicitly states that both Transrail Lighting and Gactel are subsidiaries of Ajanma Holdings Private Limited. Under SEBI Circular No. HO/49/14/14(7)2025‑CFD‑POD2/I/3762/2026, related‑party transactions must be conducted at arm’s length. The board confirmed that an independent valuation has been obtained to ensure fairness to shareholders.

Strategic rationale behind the deal

Gactel operates in the Industrial Cooling Solutions and Engineering Services sector, focusing on:

• Induced Draft Cooling Towers (IDCTs)
• Repair, Refurbishment, and Maintenance (MRO) of existing cooling towers and industrial chimneys.

Transrail Lighting’s management described the acquisition as a strategic investment to:

1. Strengthen end‑to‑end EPC capabilities in cooling‑tower projects.
2. Gain specialised engineering expertise that complements its existing lighting and infrastructure portfolio.
3. Create cross‑selling opportunities in the industrial cooling‑tower, chimney, and maintenance segments.
4. Support future growth by expanding the company’s service offering beyond its core lighting business.

Key facts at a glance

Why this matters for investors

• Potential dilution: The acquisition is funded through cash or other consideration not disclosed in the filing; investors should monitor subsequent disclosures for any impact on the company’s cash reserves or debt levels.
• Business diversification: By adding cooling‑tower engineering and MRO services, Transrail Lighting diversifies away from its traditional lighting business, potentially reducing revenue concentration risk.
• Related‑party scrutiny: Because the deal involves entities under the same ultimate parent, shareholders will look for evidence that the independent valuation truly reflects market value.
• Timeline and execution risk: The four‑month completion window creates a short‑term execution risk; any delay could affect projected synergies.
• Management change: The resignation of Deputy Managing Director Raman Rajagopalan may lead to a reshuffle in senior leadership, which could influence post‑acquisition integration.

Conclusion

Transrail Lighting Limited’s board has approved the purchase of all shares of Gactel Turnkey Projects Ltd, a related‑party firm, with the aim of bolstering its capabilities in industrial cooling‑tower engineering and maintenance. The transaction, valued at the target’s paid‑up capital of Rs 5 crore and expected to close within four months, does not require any regulatory clearances. Investors should await further details on the financing structure and integration plan, while also noting the upcoming departure of the Deputy Managing Director.

"The acquisition is a strategic investment aimed at strengthening the Company's cooling tower engineering and execution capabilities," the board statement reads.