Transrail Lighting Limited - IPO

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.