TRF Ltd Directors Report

To the Members,

The Board of Directors ( Board ) of TRF Limited ( TRF or Company ) take pleasure in presenting the 63 rd Annual Report and Annual Accounts on the business and operations of the Company, along with the summary of standalone and consolidated financial statements for the financial year ended March 31, 2026.

A. Financial Results

( in lakh)

	TRF (Standalone)		TRF (Consolidated)
Particulars
	2025-26	2024-25	2025-26	2024-25
Revenue from operations	8,503.22	12,073.48	8,503.22	12,073.48
Other income	1,448.01	1,467.25	1,592.36	1,805.38
Total income from operations	9,951.23	13,540.73	10,095.58	13,878.86
Total expenses excluding finance costs & depreciation	7,413.69	9,120.47	7,631.49	9,127.86
Profit from operations before finance costs, depreciation
	2,537.54	4,420.26	2,464.09	4,751.00
and exceptional items
Finance cost	1,480.13	1,405.45	1,481.96	1,405.75
Depreciation	290.88	252.11	290.88	252.11
Profit before exceptional items and tax	766.53	2,762.70	691.25	3,093.14
Exceptional items	555.48	-	1,138.62	-
Profit/ (loss) before tax	211.05	2,762.70	(447.37)	3,093.14
Tax expense	-	-	(0.37)	513.95
operations Netprofit/(loss) aftertaxfrom continuing	211.05	2,762.70	(447.00)	2,579.19
Profit/ (loss) after tax for the Year	211.05	2,762.70	(447.00)	2,579.19
Other comprehensive income	34.83	20.23	537.26	222.05
Total comprehensive income	245.88	2,782.93	90.26	2,801.24

1. Dividend

In view of accumulated losses of previous years, the Board does not recommend dividend to the Shareholders of the Company for FY 2025-26. However, the Board remains committed to creating value for the Shareholders of the Company.

2. Transfer to Reserves

In view of accumulated losses incurred during previous years, the Board has decided to retain the entire amount of profit for FY 2025-26, in the statement of profit and loss.

3. Capex and Liquidity

During FY 2025-26, the Company spent 785.24 lakh on capital projects primarily towards plant and equipment, which has been funded through internal accruals. The Companys liquidity position is 23,113.13 lakh as on March 31, 2026, comprising of cash and bank balances and current investments

4. Management Discussion and Analysis

The Management Discussion and Analysis Report, in terms of Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), is annexed to this Boards Report as Annexure - 1 .

B. Operations and performance

Operations, Financial Performance, and Key Developments

During FY 2025-26, 2,100 Metric Tonne ( MT ) of finished goods were manufactured mainly for Tata Steel Limited ( Tata Steel ) and other Tata Group Companies. The Company secured significant supply Spares and Equipment from Tata Steel.

Despite various challenges during the year, the Company demonstrated resilience and maintained steady progress across its key external projects. Significant milestones were achieved in the Jharkhand, and Bhadradri, Telangana. These achievements reflect the Companys strong commitment to project delivery, and ability to overcome operational challenges.

A noteworthy achievement during FY 2025 26 was the successful erection and commissioning of the Wagon Tippler and Side Arm Charger systems at the project in Uttar Pradesh. These critical systems are designed to facilitate the efficient unloading and handling of bulk raw materials, primarily coal, from railway wagons. The Wagon Tippler enables rapid and automated unloading, while the Side Arm Charger ensures smooth wagon positioning and movement, thereby enhancing operational efficiency and reliability.

The commissioning of these systems has improved material handling capacity, reduced wagon turnaround time, and enhanced the reliability of fuel supply to downstream plant operations. This has contributed to improved plant availability, supported uninterrupted power generation, and strengthened overall project productivity and operational efficiency. The Company remains committed to sustaining this momentum and ensuring the successful execution and completion of all ongoing projects. During the year, the Company also completed the entire Tata Steel Hooghly Met Coke Divisions Circuit Debottlenecking engineering in just four months, covering all four packages. Following the completion of engineering, manufacturing of the required equipment and structural components was initiated in FY 2025-26. The debottlenecking initiative is expected to enhance plant capacity utilization, optimize process flow, reduce operational inefficiencies, and support higher production output. This initiative aligns with Tata Steels broader objectives of improving productivity, cost efficiency, and operational resilience.

During FY 2025-26, the Company, through concerted efforts, has been able to collect over 12,307 lakh from its customers. This has helped in managing Debtors effectively and positively impacting the bottom line. On a standalone basis, the total income from operations of your Company during FY 2025-26 was 9,951.23 lakh (previous year: 13,540.73 lakh). Profit before tax for the year was211.05 lakh (previous year: 2,762.70 lakh).

On a consolidated basis, the total income from operations of your Company during the year stood at 10,095.58 lakh (previous year: 13,878.86 lakh), whereas the loss for the year was 447.37 lakh (previous year profit before tax: 3,093.14 lakh). The total comprehensive income for the year was 90.26 lakh(previous year: 2,801.24 lakh).

C. Sustainability

The Companys philosophy of sustainable value creation is deeply rooted in the core values of the Tata Group. This philosophy is underpinned by a relentless focus on zero harm, resource efficiency, minimizing carbon footprint, and care for communities and the workforce. These priorities are pursued through a broad spectrum of focused initiatives in environmental management, carbon emission reduction, and community development.

1. Environment

The Company continues its journey toward minimizing the environmental impact of its operations. In line with the

Tata Groups core values, concern for the environment and sustainable business practices are deeply embedded in the Companys vision and strategy. The Company has implemented a GHG (Greenhouse Gas) management system to reduce its carbon footprint.

2. Health and Safety

TRF remains firmly committed to its vision of zero harm to employees, business partners, all stakeholders. Safety continues to be a core value and an integral part of the Companys operating philosophy.

The safety management system is integrated into the Companys annual business plan, ensuring accountability at all levels. This is supported by a strong governance framework, which is periodically reviewed and overseen by senior management in close coordination with the Apex Safety Committee for policy-making and decision-making. This committee is chaired by the Managing Director, with Area Implementation Committees responsible for execution.

During the year, the Company further strengthened its safety culture through campaign-based audits conducted by expert teams from Tata Steel and Tata Steel Industrial Consulting (TSIC). These audits provided independent and structured assessments of safety practices across all units, enablingfocusedriskidentification,sharing of best practices, and implementation of targeted improvement actions.

Key safety initiatives during the year included strengthening safety leadership at all levels, implementing 1S and 2S practices to improve workplace conditions, enhancing contractor safety management standards, improving company-wide capability in hazard identification and risk management. Continued emphasis was placed on road safety, process safety excellence, industrial hygiene, and occupational health.

The Company reinforced safety awareness through structured training programs, mass safety campaigns, and focused communication initiatives aimed at institutionalizing safe work practices. Proactive systems and controls were also deployed to anticipate and mitigate personnel and operational risks, with a strong emphasis on prevention rather than reaction. Competency-based audits were conducted at regular intervals to assess preparedness and identify areas for improvement.

Ongoing initiatives to safeguard employees and business partners included comprehensive safety induction programs, a robust Contractor Safety Management System (CSMS), periodic medical examinations, eye check-ups, vertigo tests and skill certification.

In FY 2025-26, the Company maintained zero fatalities and recorded one (1) Lost Time Injury (LTI), reinforcing its commitment to continuous improvement in safety performance.

3. Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, a company is required to spend, in every financial year, at least two percent of the average net profits made during the three immediately preceding financial years towards CSR activities.

Although the Company was profitable during FY 2024-25, the net profit computed under Section 198 of the Companies Act, 2013 for the purpose of Section 135 was below the prescribed threshold. Accordingly, the provisions relating to CSR were not applicable to the Company during FY 2025-26 and no CSR expenditure was required to be incurred.

However, in line with the Tata Group ethos, the Company has voluntarily undertaken various interventions for the nearby communities which include encouraging literacy among children, employability training & livelihood program, Navjeevan - blood donation camp, tree plantation, and nutrition support for tuberculosis patients. We are pleased to report that during the year under review, the Company clocked 6,742 Volunteering Hours which resulted in 10.79 Per Capital Volunteering Hours. The Company received appreciation from the Tata Sustainability Group for recording the highest volunteering hours in the small-scale industries category, a first within the Tata Group.

D. Corporate Governance

The Company ensures that it evolves and follows the corporate governance guidelines and best practices diligently, not just to boost long-term shareholders value, but also to respect rights of the minority.

TRF considers its inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership, and governance of the Company. The practices reflect the Tata Groups values and ethos, organization culture, policies and relationship with all stakeholders. Pursuant to the SEBI Listing Regulations, the Corporate Governance Report along with the Certificate

Practicing Company Secretary, certifying compliance with conditions of Corporate Governance, forms part of this Boards Report and is enclosed as Annexure - 2 .

1. Meetings of the Board and Committees of the Board

The Board met eight (8) times during the year under review. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI Listing Regulations. The Committees of the Board usually meet the day before or on the day of the Board meeting, or whenever the need arises for transacting business.

Details of composition of the Board and its Committees as well as details of Board and Committee meetings held during the year under review and Directors attending the same are given in the Corporate Governance Report forming part of this Boards Report.

2. Selection of New Directors and Board Membership criteria

The Nomination and Remuneration Committee ( NRC ) engages with the Board to evaluate the appropriate characteristics, skills and expertise for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience in business, finance, governance, and regulatory affairs. The NRC, basis such evaluation, determines the role and capabilities required for appointment of Independent Directors ( IDs ). Thereafter, the NRC recommends to the Board the selection of new Directors.

Characteristics expected of all Directors include independence, integrity, high personal and professional ethics, sound business judgement and ability to participate effectively in deliberations. The Company has in place a Policy on Appointment & Removal of Directors.

The salient features of the Policy are: i. It acts as a guideline for matters relating to appointment and re-appointment of Directors; ii. It contains guidelines for determining qualifications, positive attributes of Directors and Independence of a Director; iii. It lays down the criteria for Board Membership; iv. It sets out the approach of the Company on board diversity; v. It lays down the criteria for determining independence of a Director, in case of appointment of an Independent Director.

The Policy is available on the website of the Company at https://trf.co.in/download/policy-on-directors-appointment-including-criteria-for-determining-qualifications-positive-attributes-independence-of-a-director/Rswpdmdl=20434&refresh=6a5602abee5f11784021675

3. Familiarisation Programme for Directors

As a practice, all new Directors (including IDs) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations.

The new Directors are given an orientation on the products of the business, group structure and subsidiaries,

Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. Visits to plant is organised for the new Directors to enable them to understand the business better.

Details of orientation given to the existing Independent Directors in the areas of Safety, Health & Environment, Business & Strategy and Governance & Operation are available on the website of the Company at https://trf.co.in/ investors-relations/director-induction-familarisation/

4. Evaluation

The Board evaluated the effectiveness of its functioning of the Committees and of individual Directors, pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

The Board sought the feedback of Directors on various parameters including: i. Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring practices, participation in the long-term strategic planning, etc.); ii. Structure, composition and role clarity of the Board and Committees; iii. Extent of co-ordination and cohesiveness between the Board and its Committees; iv. Effectiveness of the deliberations and process management; v. Board/Committee culture and dynamics; and vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Master Circular issued by the Securities and Exchange Board of India on January 30, 2026.

The Chairperson of the Board obtained necessary feedback from Board Members including IDs and the Chairperson of NRC. These inputs were obtained to ascertain the effectiveness of the Board/ Committee processes. In a separate meeting of the IDs, the performance of the Non-Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Director and other

Non-Executive Directors.

The NRC reviewed the performance of the individual Directors and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and the meeting of NRC, performance of the Board, its Committees, and individual Directors were discussed. Additionally, the evaluation process compared the evaluation reports of earlier years and reviewed the areas where improvements have been made and the areas where further improvement is desired.

Outcome of Evaluation

The evaluation process endorsed the Board Members confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and duties.

5. Remuneration policy for the Board and Senior Management

Based on the recommendation of the NRC, the Board has in place the policy for remuneration of Directors,

Key Managerial Personnel ( KMPs ) and other employees of the Company. As part of the policy, the Company strives to ensure that: i. the level and composition of remuneration is reasonable and sufficientto attract, retain and motivate Directors of the quality required to run the Company successfully; ii. relationship between remuneration and performance is clear and meets appropriate performance benchmarks; and iii. remuneration to Directors, KMPs and Senior Management involves a balance between fixed and incentive pay, reflecting short, medium and long-term performance objectives appropriate to the working of the Company and its goals.

The salient features of the Policy are that it lays down the parameters: i. Based on which payment of remuneration (including sitting fees and remuneration) should be made to IDs and Non-Executive Directors ( NEDs ). ii. Based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to whole-time directors, KMPs and rest of the employees. iii. For remuneration payable to Directors for services rendered in other capacity.

During the year under review, there has been no change to the Policy. The Policy is available on the website of the Company at https://trf.co.in/download/policy-on-directors-kmp-and-employee-remuneration-of-trf/Rswpdmdl=204 32&refresh=6a5602ac0f2541784021676

6. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

( Rules ) are annexed to this Report as Annexure - 3 .

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Rules, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules forms part of this Boards Report. Further, the Annual Report is being sent to the Members excluding the aforesaid statement. In terms of Section 136 of the Act, the said statement will be open for inspection upon request by the Members. Any Member interested in obtaining such particulars may write to the

Company Secretary atcomp_sec@trf.co.in.

7. Directors

Re-appointment of Director retiring by rotation

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Khullar (DIN: 10545101), Non-Independent, Non-Executive Director of the Company, retires at the ensuing AGM scheduled to be held on August 6, 2026, and, being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mr. Khullar forms part of the Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify Mr. Khullar for Board membership, are disclosed in the said Notice.

Cessation

During the year under review, Dr. Ansuman Das (DIN: 02845138), as per the terms of appointment, completed his term as an ID on April 28, 2025 (close of business hours) and accordingly, ceased to be an ID and Member of the Board of the Company.

The Board places on record its deep appreciation for the contribution and guidance provided by Dr. Das, during his tenure as Member of the Board.

8. Independent Directors Declaration

The Company has received the necessary declaration from each Independent Directors in accordance with

Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI Listing Regulations, that he/ she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of terms of Section 150(1) of the Companies Act, 2013 and applicable Rules thereunder) of all IDs on the Board. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, IDs of the Company have included their names in the data bank of IDs maintained with the Indian Institute of Corporate Affairs.

9. Key Managerial Personnel

Pursuant to the provision of Section 203 of the Companies Act, 2013, there were multiple changes to the KMP of the Company. Mr. Anand Chand ceased to be Chief Financial Officer of the Company effective December 11, 2025 (close of business hours). Mr. Prasun Banerjee ceased to be the Company Secretary and Compliance Officer of the Company effective March 1, 2026 (end of day).

Upon recommendation of the NRC, the Board of the Company, appointed Mr. Animesh Upadhyay as the Chief Financial Officer of the Company effective December 12, 2025, and Mr. Avishek Ghosh as Company Secretary and Compliance Officer of the Company effective April 15, 2026. As on the date of this Report, KMPs of the Company are Mr. Umesh Kumar Singh, Managing Director, Mr. Animesh Upadhyay, Chief Financial Officer, and Mr. Avishek Ghosh, Company Secretary and Compliance Officer.

10. Audit Committee

The primary objective of the Audit Committee is to monitor and provide effective supervision of the Managements financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee presently comprises Mr. Krishnava Dutt (Chairperson), Ms. Ramya Hariharan, Dr. Pingali Venugopal and Mr. Sandeep Bhattacharya. The Committee met seven (7) times during the year under review, the details of which are given in the Corporate Governance Report, forming part of this Boards Report.

During the year under review, there were no instances when the recommendations of the Audit Committee were not accepted by the Board.

11. Internal Control Systems

The Companys internal control systems are commensurate with the nature of its business, size, and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.

Details on the Internal Financial Controls of the Company forms part of Management Discussion and Analysis, forming part of this Annual Report.

12. Risk Management

TRF has established a robust Enterprise Risk Management ( ERM ) framework to navigate the evolving and volatile business environment to create sustainable value for its stakeholders. The ERM framework focuses on developing a risk intelligent culture that facilitates risk informed decision making and builds business resilience.

As per the SEBI Listing Regulations, the Company is not required to constitute a Risk Management Committee. However, the Audit Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls.

The major risks identifiedby the businesses and functions are systematically addressed through mitigating actions on a continuing basis. Details on ERM has been provided in the Management Discussion and Analysis, which is annexed to this Boards report.

13. Vigil Mechanism and Whistle Blower Policy

The Company has a robust Vigil Mechanism that provides a formal channel for all its Directors, employees, and business associates, including customers, to approach the Chairperson of the Audit Committee or Chief Ethics Counsellor to make protected disclosures about any ethical misconduct, actual or suspected fraud, or violations of the Tata Code of Conduct ( TCoC ). No person is denied access to the Chairperson of the Audit Committee.

This mechanism reinforces a culture of transparency, accountability, and trust across all stakeholders. The Company has established various policies to govern the vigilance procedures, such as the Whistle-Blower Policy for Directors & Employees, the Whistle-Blower Policy for Business Associates (including the clause of protection against victimization), Gift and Hospitality ( G&H ) Policy, the Conflict-of-Interest ( CoI ) Policy for

Employees, the Anti-Bribery & Anti-Corruption ( ABAC ) Policy, and Anti-Money Laundering ( AML ) Policy.

Collectively, these policies outline behavioural expectations, reporting pathways, and safeguards against unethical practices.

The Whistle-Blower Policies encourage the reporting of any actual or potential violation of the TCoC, or any event that could impact the Companys operations or reputation. They also provide protection against retaliation such as threats, demotion, termination, or any other disciplinary/discriminatory action. The policies on Prevention of Insider Trading and Code of Corporate Disclosure Practices cover reporting of leaks or suspected leaks of

Unpublished Price Sensitive Information ( UPSI ) as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.

The Whistle-Blower Policy for Business Associates strengthens confidence among external stakeholders such as vendors, suppliers, distributors, and customers by safeguarding them from retaliation and specifying consequences for malicious or false reporting.

The ABAC and AML policies focus on risk assessment, third-party due diligence, training, audits, and reporting to prevent corruption and financial misconduct. The G&H Policy offers guidance to employees and representatives on acceptable and unacceptable forms of gifting and hospitality, ensuring alignment with ABAC and AML policies. The CoI Policy mandates employees to disclose actual or potential conflicts annually or whenever such conflicts arise.

All these policies are available on the website of the Company at https://trf.co.in/corporate/policies-pledges/. The Company ensures protection for the whistle-blowers and any attempts to intimidate the whistle-blower is also treated as a violation of the TCoC. The Company has established a Third-Party Whistleblowing Helpline, which offers multiple communication channels including toll-free numbers, web access, postal mail and email which supports stakeholders across the Company to report any ethical concerns.

During the year under review, various communications and training initiatives were conducted on TCoC,

Prevention of Sexual Harassment, ABAC, CoI, Third-Party Due Diligence and other ethical standards. The Company received fifteen (15) Whistle-Blower Complaints, of which fourteen (14) complaints were investigated and closed after taking appropriate actions. One complaint was open as of March 31, 2026, for which investigation is underway as on the date of this report and will be closed as appropriate.

14. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

TRF upholds a zero tolerance for sexual harassment at workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company has complied with the requirement for constituting Internal Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During FY 2025-26, the Company received one (1) complaint related to sexual harassment. The matter was investigated by the Internal Committee within 90 days and appropriate actions were taken.

15. Compliance with Maternity Benefit Act, 1961

During FY 2025-26, the Company has complied with all the applicable provisions relating to the Maternity Benefit Act, 1961.

16. Subsidiaries, Joint Ventures and Associates

The Company has two wholly-owned foreign subsidiaries i.e. TRF Singapore Pte. Ltd. and TRF Holdings Pte. Ltd. as on March 31, 2026.

During the year under review, the Board reviewed the affairs of its subsidiaries. There has been no material change in the nature of the business of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries have been prepared and forms part of this Annual Report. Further, the report on the along with the salient features of their Financial Statements performanceandfinancial in the prescribed Form AOC-1 is annexed to this Boards Report as Annexure - 4 .

Pursuant to the provisions of Section 136 of the Companies Act, 2013, read with the SEBI Listing Regulations, the audited Financial Statements, including consolidated Financial Statements and related information of the Company and Financial Statements of the subsidiary companies are available on the website of the Company at https://trf.co.in/investors-relations/financial-statement-of-subsidiaries/.

The Company does not have any joint venture or associate company as on March 31, 2026.

17. Related Party Transactions

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated Policy can be accessed on the Companys website at https://trf.co.in/download/policy-on-related-party-transactions-2/Rswpdmdl=24054&refr esh=6a55fbb60c5cb1784019894.

During the year under review, all transactions entered into by the Company with its related parties were approved by the Audit Committee and were at arms length and in the ordinary course of business of the Company.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. All material related party transactions and their material modifications, if any, were entered into after being approved by the Companys Shareholders. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Companies Act, 2013.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable to the Company for FY 2025-26 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Indian Accounting Standard 24 ( Ind AS-24 ) have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Annual Report.

18. Directors Responsibility Statement

Based on the framework of internal financial controls and compliance system established and

Company, work performed by the internal, statutory, cost, and secretarial auditors and external agencies including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by

Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during FY 2025-26.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board to the best of its knowledge and ability confirms that: i. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there were no material departures; ii. it has selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that iii. it has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. it has prepared the annual accounts on a going-concern basis; v it has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; vi. it has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were in place, are adequate and operating effectively.

19. Auditors

Statutory Auditor

The Shareholders of the Company at the AGM held on July 27, 2017, approved the appointment of Price Waterhouse & Co Chartered Accountants LLP (Registration No.-304026E/E300009) ( PW ), Chartered Accountants, as the Statutory Auditor of the Company. Further, the Shareholders approved the re-appointment of PW for a second term of five years commencing from the conclusion of the 59 th AGM held on August 30, 2022 until the conclusion of 64th AGM of the Company to be held in the year 2027.

The report of the Statutory Auditor forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditor

In terms of Section 148 of the Act, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.

The Board of the Company has, on the recommendation of the Audit Committee, approved the appointment of

M/s Shome & Banerjee as the Cost Auditor of the Company (Firm Registration No. 000001) for the year ending March 31, 2027. M/s Shome & Banerjee have vast experience in the field of cost audit and have been conducting the audit of the cost records of the Company for the past several years.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of 2 lakh plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditor for conducting cost audit of the Company for FY 2026-27 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM scheduled to be held on Thursday August 6, 2026.

Secretarial Auditor and Secretarial Audit Report

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditor for a period of 5 years commencing from FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on July 10, 2025, approved the appointment of M/s D. Dutt & Co., (Reg. no. I2001WB209400), Practicing Company Secretaries, as the Secretarial Auditor of the Company for a period of five years commencing from the conclusion of the 62nd AGM held on July 10, 2025, until the conclusion of 67 th AGM of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY 2025-26 through FY 2029-30.

The Report by the Secretarial Auditor of the Company issued by M/s D. Dutt & Co. is annexed to this Report as Annexure - 5 . There are no qualifications, observations, adverse remark or disclaimer in the said Report.

Reporting of Fraud

During the year under review, the Statutory Auditor, Cost Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013 details of which need to be mentioned in the Boards Report.

20. Annual Return

The Annual Return for FY 2025-26 as per provisions of Section 92 of the Companies Act, 2013 read with Rules thereto, is available on the website of the Company at https://trf.co.in/annual-return/.

21. Significant and Material Orders passed by the Regulators or Courts

There has been no significant and material order passed by the regulators or courts or going concern status and the Companys future operations. However, Members attention is drawn to the statement on contingent liabilities, commitments in the notes forming part of the Financial Statements.

22. Particulars of Loans, Guarantees or Investments

Particulars of loans, guarantees given and investments made during FY 2025-26 in accordance with Section 186 of the Companies Act, 2013 is annexed to this report as Annexure - 6 .

23. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of the energy conservation, technology absorption and foreign exchange earnings and outgo are annexed to this report as Annexure - 7 .

24. Deposits

During FY 2025-26, the Company has not accepted any deposits from public in terms of the Companies Act, 2013.

Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Secretarial Standards

The Company has devised proper systems and processes to ensure compliance with the provisions of all applicable Secretarial Standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.

26. Other Disclosures i. There has been no change in the nature of business of the Company as on the date of this Report. ii. There has been no change in the share capital of the Company during the year under review. iii. There were no material changes and commitmentsaffectingthefinancialposition of the Company between the end of the financial year and the date of this Report. iv. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review.

E. Acknowledgements

The Board thanks the customers, vendors, investors, business associates, bankers and communities for their continued support during the year. The Board places on record its appreciation of the contribution made by all the employees all levels (including Unions).

The Board thanks the Government of India, the State Governments and other regulatory authorities and government agencies for their support and look forward to their continued support in the future.

	On behalf of the Board of Directors
	Sd/-
	Samita Shah
May 12, 2026	Chairperson
Mumbai	DIN: 02350176