Ramkrishna Forgings has submitted a statutory auditor certificate to the National Stock Exchange and Bombay Stock Exchange, confirming the receipt of consideration for the conversion of preferential convertible warrants. The filing, dated August 19, 2026, certifies that the company complied with Regulation 169(4) and (5) of the SEBI ICDR Regulations, 2018.

The certificate verifies the receipt of ₹52.76 crore (Rupees Fifty-Two Crore Seventy-Six Lakhs Twenty-Five Thousand) from the promoter for the exercise of options on 335,000 warrants. This payment represents the remaining 75% of the warrant value, amounting to ₹1,575 per warrant. The funds were received on or before June 9, 2026, leading to the allotment of corresponding equity shares.

Warrant Conversion Details

The initial issue of 975,000 Convertible Warrants was authorized by shareholders on June 28, 2025, at an issue price of ₹2,100 each. The scheme required a 25% upfront payment and the remaining 75% upon exercise.

S.K. Naredi & Co. LLP, Joint Statutory Auditors, confirmed that the consideration was received directly from the allottee’s bank account without circulation of funds or book entries. The audit also verified that the initial 25% application money of ₹51.89 crore was correctly recorded in August 2025.

Regulatory Compliance

The company secretary, Rajesh Mundhra, filed the document pursuant to regulatory requirements. The auditors performed limited assurance procedures, including checking bank statements for June 2026 and reviewing board resolutions passed on August 14, 2025, and June 9, 2026. The certificate restricts usage solely for submission to NSE and BSE under the ICDR Regulations.

Ramkrishna Forgings Limited published the public notice for its 44th Annual General Meeting (AGM) in "Business Standard" and "Aajkaal" on Friday, 7 August 2026, confirming the meeting scheduled for Saturday, 29 August 2026. The AGM, to be held via Video Conferencing/Other Audio-Visual Means (VC/OAVM), is critical for shareholders as it seeks approval for significant leadership transitions, including the re-appointment of Naresh Jalan as Managing Director and the elevation of Chaitanya Jalan to Joint Managing Director. The agenda also includes ratifying cost auditor fees and approving excess remuneration for directors for FY25-26, a measure necessitated by subdued profitability driven by export challenges.

The publication complies with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The original notice was dispatched electronically on Wednesday, 5 August 2026, to members with registered email IDs. Those without registered emails received letters with web-links to access the AGM notice and the Annual Report for FY25-26, adhering to Regulation 36(1)(b) of the SEBI Listing Regulations. The notice and annual report are also available on the company’s website, stock exchange portals, and the e-voting platform of KFin Technologies Limited.

Key Agenda Items

The ordinary business involves adopting audited financial statements for the financial year ended 31 March 2026 and re-appointing directors retiring by rotation: Chaitanya Jalan and Milesh Gandhi. Special business resolutions focus on leadership structure and compensation:

• Re-appointment of Managing Director: Shareholders will approve Naresh Jalan’s re-appointment as Managing Director for three years, effective 5 November 2026, until 4 November 2029. This requires a special resolution under Sections 196, 197, and 198 of the Companies Act, 2013.
• Redesignation of Chaitanya Jalan: The board proposes redesignating Chaitanya Jalan from Whole-time Director to Joint Managing Director, effective 24 July 2026, until his term ends on 8 November 2029. His remuneration terms remain unchanged from those approved in the 42nd AGM.
• Cost Auditor Ratification: The meeting will ratify the remuneration of M/s. Bijay Kumar & Co., Cost & Management Accountants, for the financial year ending 31 March 2027. The fee is set at ₹ 5,00,000 plus GST and out-of-pocket expenses.
• Excess Remuneration Approval: Due to inadequate profits in FY25-26—attributed to a 20% decline in exports caused by US tariffs and weak domestic demand—the company seeks approval for paying ₹ 510 Lakhs in commission to directors, exceeding limits under Section 197(1) of the Companies Act, 2013.

Director Remuneration Details

The proposed excess remuneration for FY25-26 is distributed among the directors as follows:

Note: Partha Sarathi Bhattacharyya and Sandipan Chakravorty ceased to be independent directors effective 21 May 2026, upon completion of their second term.

E-Voting and Meeting Logistics

The cut-off date for determining voting eligibility is Saturday, 22 August 2026. Remote e-voting will be open from Wednesday, 26 August 2026 (9:00 A.M.) to Friday, 28 August 2026 (5:00 P.M.) via the KFin Technologies Limited platform. The register of members and share transfer books will remain closed from Sunday, 23 August 2026 to Saturday, 29 August 2026.

What the Numbers Show

The company’s financial performance in FY25-26 reflects external headwinds. Revenue stood at ₹ 3,75,492.46 Lakhs, a modest increase from ₹ 3,63,429.92 Lakhs in FY24-25. However, net profit after tax declined sharply to ₹ 8,650.53 Lakhs from ₹ 40,182.01 Lakhs in the previous year. This divergence between top-line growth and bottom-line contraction underscores the impact of margin pressure from export tariffs and domestic demand stagnation, necessitating shareholder approval for excess director remuneration despite lower profitability.