TRF Ltd

Board disclosure

• Board approved standalone and consolidated quarterly results for the quarter and half-year ended 30 September 2026.

Standalone highlights

• Revenue from operations: ₹3,595.50 Lakhs; Total income: ₹4,014.48 Lakhs; Net profit: ₹347.86 Lakhs.
• Basic EPS: ₹3.16 for the quarter ended 30.09.2026.

Consolidated highlights

• Consolidated revenue from operations: ₹8,198.70 Lakhs; Net profit: ₹4,984.76 Lakhs.

Cash flow snapshot

• Six-month cash from operating activities: ₹-2,842.95 Lakhs.
• Six-month cash from investing activities: ₹2,504.10 Lakhs.
• Six-month cash from financing activities: ₹-29.58 Lakhs.
• Cash at Sep 30, 2026: ₹332.43 Lakhs.

Balance sheet snapshot

• Total assets at Sep 30, 2026: ₹34,894.18 Lakhs.

Management changes at TRF Limited

• Cessation of Mr. Abhijeet Singh as CHRO, effective 15 September 2026, to join Tata Steel Group.
• Ms. Shubhra Singh appointed CHRO; previously Head-HRBP, Tubes Division, Tata Steel; 20+ years' experience; effective 15 Sept 2026.

Parties and listing

• Target: TRF Limited; Acquirer: Counter Cyclical Investments Private Limited (PMS) via clients.
• PACs: through clients; acquirer not promoter group.
• Stock exchange: BSE Limited.

Pre-acquisition holding

• Before: 548,706 voting rights shares, 4.99% of paid-up capital.

Acquisition details

• Acquired 3,982 voting rights shares (0.04%).
• Mode: Open Market; Date: 08 September 2026.

Post-acquisition holding

• After: 552,688 voting rights shares; 5.02% of paid-up capital.
• Equity/voting capital remains 11,004,412 shares.

Capital structure

• Total diluted share/voting capital after acquisition: 11,004,412 shares.

AGM Details

• Date and duration: Aug 6, 2026, 11:30 a.m.–1:07 p.m. IST
• Mode: VC/OAVM with live webcast
• Record date: 30 Jul 2026

Resolutions Put to Vote

• Ordinary: Adoption of standalone financial statements for FY ended Mar 31, 2026
• Ordinary: Adoption of consolidated financial statements for FY ended Mar 31, 2026
• Ordinary: Reappointment of Akshay Khullar as Director (retiring by rotation)
• Special/Ordinary: Ratification of remuneration of Cost Auditor for FY2026-27
• Special/Ordinary: Commission to Non-Executive Directors
• Special: Material modification of approved related party transactions with Tata Steel Utilities and Infrastructure Services Limited ₹3,000 lakh

Voting Outcomes

• All resolutions passed with requisite majority
• Standalone adoption: very high in favour, negligible against
• Director reappointment: strong approval (~93% in favour)
• Cost Auditor remuneration ratification: high approval
• Non-Executive Directors’ commission: strong approval
• RPT modification: majority in favour, limited opposition

Dividend

• No dividend proposed or declared at this AGM

Directors & Auditors

• Director changes: Akshay Khullar reappointed as Director
• Cost Auditor: remuneration ratified for FY2026-27

Material Related Party Transactions

• Material modification of RPT with Tata Steel Utilities and Infrastructure Services Limited; ₹3,000 lakh

Business Overview

• Core business: material handling solutions; OEM/spares re-initiated.
• Strategic integration within Tata Steel ecosystem to leverage group synergies and reduce counterparty risk.

Operational Highlights

• Capex spent ~ Rs 8 Crores; 3 idler production installations; 6 critical machines refurbished.
• Roof and side-wall sheeting completed for 20,000+ sq m; civil structures reinforced.
• Closure of loss-making contracts to improve profitability.

Financial Performance

• Operating income remained broadly stable; no explicit revenue figures provided.

Strategic Priorities & Outlook

• FY'27 and beyond: sustainable growth through efficiency.
• Strategic Tata Steel integration supports expansion and cash flow stability.
• Strong order pipeline and execution support from Tata group ecosystem.

Risks & Mitigation

• Historical challenges highlighted; modernization and disciplined execution emphasized as mitigation.

Financial results

• Unaudited standalone Q1 FY2026 results approved; revenue Rs 2,603.20 Lakhs; net profit Rs 115.97 Lakhs.
• Consolidated Q1 FY2026 results approved; net profit Rs 187.65 Lakhs.
• Basic EPS: 1.05 (standalone); 1.71 (consolidated); not annualised.

Key items and adjustments

• ESS: one-time cost Rs 1,130.95 Lakhs; 52 employees separated; effective Sep 1, 2025.
• Impairment on TRF Singapore investment: Rs 97.40 Lakhs in quarter ended Jun 30, 2026.
• Carrying value adjustments: net exceptional item Rs 575.47 Lakhs (year ended 31 Mar 2026).
• TRF Singapore share capital reduction; proceeds repatriated; net loss Rs 7.67 Lakhs.
• Voluntary liquidation proposals for TRFS and TRFH approved; subject to approvals.
• Tax regime: opted for 115BAA; MAT not applicable; deferred tax assets recognised.

Review and regulatory notes

• Results reviewed by Audit Committee; limited review completed; no material misstatement identified.
• Regulatory disclosure under SEBI LODR Regulation 30; no material regulatory issues reported.

Shareholder notice details

• Physical letters sent to non-email shareholders detailing access to the 63rd Annual Report.
• Letters include the web-link and exact pathway to the FY 2025-26 Annual Report.
• Annual General Meeting is scheduled for August 6, 2026; Notice is enclosed.
• Disclosure is under Regulation 30 and SEBI LODR provisions.