Tata Steel Limited has confirmed that it, along with Persons Acting in Concert (PACs), has not created any encumbrance, directly or indirectly, in TRF Limited during the financial year 2025-26. The declaration was submitted to the National Stock Exchange of India Limited and BSE Limited on April 6, 2026, in compliance with Regulation 31(4) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The regulation mandates that the promoter of every target company must declare annually that no new encumbrances have been made other than those previously disclosed. Tata Steel, acting as the promoter, affirmed that its compliance status remains unchanged for the specified period.

Disclosure Details

The filing addressed the Audit Committee of TRF Limited and the stock exchanges to formalize the annual compliance requirement. The confirmation ensures that all shareholding details remain free of undisclosed charges or liens for the financial year under review.

The communication was signed by Parvatheesam Kanchinadham, Company Secretary and Chief Legal Officer of Tata Steel Limited.

TRF Limited has issued a postal ballot notice seeking shareholder approval for two material related party transactions (MRPTs) with Tata Steel group entities for FY2026-27. The notice, filed under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, proposes ordinary resolutions for transactions aggregating ₹329.61 crore across two related parties. The company confirmed that the Postal Ballot Notice was published as newspaper advertisements in Financial Express (English) and Prabhat Khabar (Hindi). Remote e-voting through National Securities Depository Limited (NSDL) is open from Friday, May 15, 2026, at 9:00 a.m. (IST) to Saturday, June 13, 2026, at 5:00 p.m. (IST), with the Cut-Off Date for member eligibility fixed at Friday, May 8, 2026.

Summary of Proposed Resolutions

The postal ballot places two ordinary resolutions before shareholders for approval. The table below summarises the key details of both proposed transactions:

Transaction with Tata Steel Limited (Resolution 1)

Tata Steel Limited, the promoter company of TRF, holds 34.11% equity shares in TRF's paid-up capital, in addition to various preference share instruments. The proposed MRPT with Tata Steel for FY2026-27 covers an aggregate value up to ₹314 crore, comprising sale of goods (₹251 crore) and purchase of goods (₹63 crore), with rendering and receiving of services also included within the overall limit. The proposed transaction value represents approximately 260% of TRF's annual consolidated turnover for the immediately preceding financial year (FY2024-25), and approximately 0.14% of Tata Steel's annual consolidated turnover for the same period.

The Audit Committee, at its meeting held on March 26, 2026, reviewed and approved the proposed transactions, noting that they will be conducted on an arm's length basis and in the ordinary course of business. An independent external consulting firm has confirmed that the proposed terms meet arm's length testing criteria. In FY2024-25, TRF's transactions with Tata Steel totalled ₹164.14 crore, comprising sale of goods worth ₹151.27 crore and purchase of goods worth ₹12.87 crore. The following table presents Tata Steel's standalone financial performance for FY2024-25:

Transaction with Tata Steel Utilities and Infrastructure Services Limited (Resolution 2)

TSUISL is a wholly-owned subsidiary of Tata Steel Limited and forms part of the Promoter Group of TRF. The proposed MRPT with TSUISL for FY2026-27 covers an aggregate value up to ₹15.61 crore, entirely comprising receipt of services. These services include civil jobs, repair and maintenance, housekeeping, electrical maintenance, waste management, horticulture, sustainability, welfare services, sheeting, structural work, hiring of equipment, and utility services related to TRF Works and township. The proposed transaction value represents 12.93% of TRF's annual consolidated turnover for FY2024-25, and approximately 0.96% of TSUISL's annual standalone turnover for the same period.

The Audit Committee approved the transactions at its meeting on March 26, 2026, confirming they will be on an arm's length basis and in the ordinary course of business. In FY2024-25, TRF's transactions with TSUISL totalled ₹12.40 crore, entirely from receiving of services. TSUISL's standalone financial performance for FY2024-25 is presented below:

E-Voting Process and Key Dates

The Company has engaged NSDL to provide the remote e-voting facility. Members whose names appear in the Register of Members or List of Beneficial Owners as on the Cut-Off Date of Friday, May 8, 2026, are eligible to vote. Key dates for the postal ballot process are as follows:

The Board of Directors has appointed Mr. P. K. Singh (Membership No. FCS 5878, CP No. 19115) of M/s. P. K. Singh & Associates, Practicing Company Secretaries, as the Scrutinizer for the postal ballot process, with Mr. Rohit Prakash Prit (Membership No. ACS 33602, CP No. 16213) as the alternate. The Scrutinizer is required to submit the consolidated report within two working days from the conclusion of e-voting. The results, along with the Scrutinizer's report, will be published on TRF's website and NSDL's e-voting portal, and communicated to BSE Limited and the National Stock Exchange of India Limited. The postal ballot notice has been signed by Avishek Ghosh, Company Secretary and Compliance Officer (ACS 44347), and the Board of Directors recommends both ordinary resolutions for shareholder approval.