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. In a subsequent filing dated May 15, 2026, 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.

TRF Limited has announced its audited financial results for the quarter and year ended March 31, 2026, following a Board meeting held on Tuesday, May 12, 2026. The company reported a consolidated net loss of Rs 447.00 lakh for the full year, a significant decline from the net profit of Rs 2,579.19 lakh recorded in the previous year. Revenue from operations for the year stood at Rs 8,503.22 lakh, down from Rs 12,073.48 lakh in FY25.

Financial Performance

The standalone financial results for the year ended March 31, 2026, show a net profit of Rs 211.05 lakh, a sharp decrease from Rs 2,762.70 lakh in the prior year. Total income for the period was Rs 9,951.23 lakh. The company faced exceptional items during the year, including an employee separation compensation cost of Rs 1,130.95 lakh and adjustments related to capital reduction amounting to Rs 575.47 lakh.

Subsidiary Liquidation

In a strategic move, the Board of Directors of TRF Singapore Pte. Ltd. and TRF Holdings Pte. Ltd. approved a proposal for the voluntary liquidation of these subsidiaries. The decision, subject to shareholder and regulatory approvals, was driven by the absence of viable business prospects and recurring compliance costs. The subsidiaries are wholly owned and incorporated in Singapore.

Auditor's Report

Price Waterhouse & Co Chartered Accountants LLP issued an unmodified opinion on the standalone and consolidated financial results. The auditors confirmed that the results give a true and fair view of the company's financial position in conformity with Indian Accounting Standards. The consolidated results include the financial data of the two Singapore-based subsidiaries, which reported a total net loss of Rs 74.94 lakh for the year.

Operational Highlights

The company's reportable segments are Projects & Services and Products & Services. For the full year, the Products & Services segment generated revenue of Rs 8,013.55 lakh, while Projects & Services contributed Rs 531.17 lakh. The company continues to monitor the impact of the new Labour Codes notified by the Government of India, which resulted in an increase in gratuity expenses of Rs 83.69 lakh.