Ramkrishna Forgings Ltd

Reclassify Outgoing Promoter to Public (Item 1)

• Resolution: Ordinary resolution to reclassify Maa Chandi Financial Advisory Services Private Limited from Promoter to Public.
• Counterparty: Outgoing Promoter Maa Chandi holds 65,00,000 shares (3.57%).
• Post-reclassification shareholding: Promoter 39.82%, Public 59.98% (Aug 14, 2026).
• Stock exchanges issued no-objection letters dated August 5, 2026.
• Outcome: results to be declared by the Chairman by September 22, 2026.
• ABSTENTION: Outgoing Promoter and related parties shall abstain from voting.
• Three-year compliance: Outgoing Promoter must comply for at least three years post-reclassification.
• Cut-off date for voting: August 14, 2026.
• Pre- and post-reclassification shareholding tables included in the notice.
• Explanatory Statement accompanies the Postal Ballot Notice.
• No-objection letters from stock exchanges dated Aug 5, 2026; confirms compliance with minimum public holding.

Item 1 — Reclassification of Maa Chandi Financial Advisory Services Private Limited

• Ordinary resolution to reclassify Maa Chandi Financial Advisory Services Private Limited from Promoter to Public.
• Outgoing Promoter holds 65,00,000 shares (3.57%) as on the cut-off date.
• Stock Exchanges granted no-objection letters dated August 5, 2026.
• Post-reclassification promoter holding 39.82%; public 59.98% (undiluted).
• Diluted post-reclassification: promoter 40.86%, public 58.95%.
• Outgoing Promoter and related parties shall not vote; their votes excluded from Scrutinizer’s Report.
• Voting period: Aug 21, 2026 to Sep 19, 2026; results by Sep 22, 2026.
• Cut-off date for shareholding: August 14, 2026.

ICDR compliance and warrant funds

• Auditor's certificate confirms ICDR Regulation 169(4)-(5) compliance and record maintenance.
• Warrants issued: 975,000 convertible warrants at Rs 2,100 each to promoter.
• 25% application money received: Rs 51.18 crore in August 2025.
• 75% consideration for 640,000 warrants payable on exercise by 27 March 2026.
• Rs 52.76 crore 75% funds for 335,000 warrants due by 9 June 2026.
• Bank statements traced; no fund circulation or mere book-entry.
• Limited assurance scope; not auditing other ICDR requirements or financial statements.
• Certificate prepared for submission to NSE and BSE regarding warrant receipts.
• Special resolution approved 28 June 2025 authorizing 975,000 warrants at Rs 2,100.
• Board Capital Market Committee approved allotment on 14 August 2025.

AGM notice and AR access

• 44th AGM scheduled for 29 August 2026 at 11:30 IST via VC/OAVM.
• Annual Report FY2025-26 and AGM notice dispatched electronically to registered email holders.
• Shareholders without registered emails can access notices and AR via provided web-links.
• Notice web-link: https://ramkrishnaforgings.com/wp-content/uploads/2026/08/44th-AGM-Notice-29-August-2026.pdf
• Annual Report web-link: https://ramkrishnaforgings.com/wp-content/uploads/2026/08/Annual-Report-for-the-Financial-Year-2025-2026.pdf
• Annual Report path: Investors > Corporate Governance > Notice & Results on company site.
• E-voting available via KFintech; access through KFintech and stock exchanges.
• SEBI mandate: electronic payments required for folios with incomplete details.
• Shareholders to update email with their DP and inform RKFL/RTA.

AGM notice and report access

• AGM scheduled for 29 August 2026 at 11:30 IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 dispatched electronically to registered email holders.
• Non-registered email holders can access AGM notice and annual report via provided web-links.
• Links include AGM Notice PDF and Annual Report on ramkrishnaforgings.com; also accessible via KFintech, BSE, NSE.
• SEBI/Regulatory guidance requires electronic payments for certain demat/physical holders; email update is optional.

Financial Highlights

• Revenue from operations at Rs 1,217 crore in Q1 FY27, up 19.8% YoY.
• EBITDA Rs 218 crore; margin 17.96%.
• PAT Rs 47 crore; margin 3.85%.
• Q-o-Q EBITDA rose 4.9%.

Capex & Capacity

• Capex of Rs 170 crore for passenger-vehicle components and 4000 MT press line.
• Installed capacity 3,95,800 MT across 20 facilities as of June 30, 2026.
• Ramp-up of casting operations and expansion of value-added offerings.

Leadership Change

• Chaitanya Jalan redesignated from Whole-time Director to Joint Managing Director, effective 24 July 2026.

Outlook & Strategy

• Management expects sustainable growth from domestic demand, export revival, capacity expansion, and new end-user industries.
• Optimistic about growth prospects; diversified mix supports resilience across CV, Railways, Oil & Gas.

Operational Highlights

• 20 manufacturing facilities across India and Mexico; capacity 395,800 MT as of June 30, 2026.
• Certified TS 16949, OSHAS 18001, and ISO 14001.