TRF Ltd

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.

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.

AGM details

• 63rd AGM on 6 August 2026 at 11:30 IST via VC/OAVM.
• Cut-off for e-voting: 30 July 2026.
• AGM conducted via VC/OAVM per regulatory relaxations.

Resolutions to vote

• Item 1: Ordinary – adoption of standalone financial statements.
• Item 2: Ordinary – adoption of consolidated financial statements.
• Item 3: Ordinary – re-appointment of Akshay Khullar (retiring by rotation).
• Item 4: Ordinary – ratification of cost auditor remuneration for FY2026-27.
• Item 5: Ordinary – commission to non-executive directors for 3 years.
• Item 6: Ordinary – MRPTs with TSUISL up to ₹3,000 lakh for FY2026-27.

Voting results

• Voting results are not disclosed in this filing.
• Postal ballot earlier approved MRPTs with TSUISL up to ₹1,561 lakh.

Dividend

• No dividend declared or paid for the previous year.

Director changes

• Akshay Khullar to be re-appointed; retires by rotation; no sitting fees due to full-time employment.

Auditors

• Cost Auditor remuneration for FY2026-27 ratified at ₹2 lakh plus taxes.

Material related party transactions

• Related party: TSUISL, promoter-group entity.
• MRPTs proposed up to ₹3,000 lakh for FY2026-27.
• Pricing at arm's length; omnibus approval sought.
• Past MRPT approvals total ₹1,561 lakh.

Other material approvals

• Industry standards disclosures and Audit Committee oversight documented for RPTs.

Financial highlights

• Standalone revenue from operations: ₹8,503.22 lakh; down from ₹12,073.48 lakh.
• Consolidated segment revenue: ₹8,544.72 lakh; down from ₹12,098.53 lakh.
• Standalone total income: ₹9,951.23 lakh; down from ₹13,540.73 lakh.
• Consolidated total income: ₹10,095.58 lakh; down from ₹13,878.86 lakh.
• Standalone PBT: ₹211.05 lakh; prior year ₹2,762.70 lakh.
• Consolidated PBT: ₹−447.37 lakh; prior year ₹3,093.14 lakh.
• Standalone PAT: ₹211.05 lakh; prior year ₹2,762.70 lakh.
• Consolidated PAT: ₹−447.00 lakh; prior year ₹2,579.19 lakh.
• Earnings per share: Standalone ₹1.92; Consolidated ₹−4.06.
• Dividend recommended: nil for FY2025-26.
• Standalone net worth: ₹8,485.05 lakh; prior year ₹8,239.17 lakh.
• Borrowings: ₹12,915.37 lakh; net debt ₹12,424.37 lakh; gearing 1.46x.
• Capex on capital projects: ₹785.24 lakh funded by internal accruals.
• Liquidity: ₹23,113.13 lakh cash/bank balances and investments.
• Debtors reduced by 19% YoY; operating cash flow ₹866.69 lakh.
• LTIFR 0.82; zero fatalities; one Lost Time Injury in FY26.

Segment and operations

• Products & Services revenue: ₹8,013.55 lakh; Projects & Services ₹531.17 lakh.
• Inter-segment revenue: ₹41.50 lakh negative; total segment revenue ₹8,544.72 lakh.
• External revenue: Products ₹7,972.05 lakh; Projects ₹531.17 lakh.
• Segment profit: Products ₹1,009.15 lakh; Projects ₹89.27 lakh.
• Total segment profit: ₹1,098.42 lakh; no external geography revenue.

Capex, liquidity & capital structure

• Capex on plant/equipment: ₹785.24 lakh funded via internal accruals.
• Cash and cash equivalents: standalone ₹540.71 lakh; consolidated ₹1,232.95 lakh.
• Net debt to equity: 1.46x; improved from negative/zero prior year.
• Liquidity position: ₹23,113.13 lakh as of 31-Mar-2026.
• Borrowings: ₹12,915.37 lakh; no new term loans; funds used for investments and operations.

Governance & oversight

• Board of eight directors; four Independent Directors; one woman Director; one woman Independent Director.
• Dr ANSUMAN Das ceased as ID on 28-Apr-2025; Ramya Hariharan became NRC Chair from 29-Apr-2025.
• CFO changes: Anand Chand ceased Dec-11-2025; Animesh Upadhyay appointed CFO Dec-12-2025.
• Avishek Ghosh appointed Company Secretary & Compliance Officer Apr-15-2026.
• Audit Committee met seven times; Independent Directors evaluated Board/Committees as per schedule.
• Statutory Auditor: Price Waterhouse & Co. (no qualifications). Secretarial Auditor: M/s D. Dutt & Co.

Related party transactions

• TSUISL material RPT approved; postal ballot in 2025 for ₹1,561 lakh; MRPT up to ₹3,000 lakh for FY26-27.
• TRF–TSUISL MRPTs to be at arm’s length; approved by Audit Committee and Board.
• Trading with Tata Steel Limited: Goods ₹0.34m; Services ₹7.07m; reimbursements ₹1.10m.
• Outstanding at year-end: Tata Steel Limited receivable ₹2,357.76 lakh; payable ₹204.39 lakh.

Subsidiaries & investments

• Two wholly-owned foreign subsidiaries: TRF Singapore Pte Ltd and TRF Holding Pte Ltd.
• TRF Singapore Pte Ltd reduced carrying value; net loss ₹7.67 lakh; impairment reversal ₹583.14 lakh.
• Consolidated accounts include Annexure-4 Form AOC-1 for subsidiaries.

Risks & outlook

• Indian economy grows ~7.5%; infrastructure and manufacturing drive bulk material handling demand.
• Risks: cyclical steel/mining/power sectors; input costs; global supply chain volatility.
• Outlook: Tata Steel ecosystem and PSUs present OEM opportunities; focus on automation and ESG.

Sustainability & CSR

• Zero fatalities; LTIFR 0.82; 6,742 volunteering hours; PCVH 10.79.
• CSR not mandatory in FY2025-26; voluntary community interventions undertaken.
• Tata Sustainability Group recognized TRF for highest volunteering hours among small-scale industries.

Meeting Details

• Board meeting scheduled for July 16, 2026; time and venue not disclosed.

Key Agenda Items

• Unaudited standalone and consolidated financial results for quarter ended June 30, 2026 to be considered.

Other Notes

• Trading window closed from June 24, 2026; will reopen 48 hours after results declaration.