Ramkrishna Forgings has issued a postal ballot notice seeking shareholder approval for the reclassification of Maa Chandi Financial Advisory Services Private Limited (formerly Ramkrishna Rail and Infrastructure Private Limited) from the 'Promoter and Promoter Group' category to the 'Public' category. The move aims to adjust the company's shareholding pattern in compliance with Securities and Exchange Board of India (SEBI) listing regulations.

The outgoing promoter entity holds 65,00,000 equity shares of face value ₹2 each, representing 3.57% of the total paid-up equity share capital as on the cut-off date of August 14, 2026. On a fully diluted basis, this holding constitutes 3.49% of the equity share capital. The Board of Directors approved the reclassification request during its meeting on November 12, 2025, after verifying that the entity meets all conditions specified under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory Approvals and Voting Process

The company received no-objection letters from both BSE Limited and National Stock Exchange of India Limited on August 5, 2026. In compliance with regulatory requirements, the postal ballot notice was dispatched electronically on August 20, 2026, to all members registered with the company or depository participants as on the cut-off date.

Remote e-voting for the resolution will commence on August 21, 2026, at 9:00 am and conclude on September 19, 2026, at 5:00 pm. KFin Technologies Limited has been engaged to facilitate the e-voting process. The results of the postal ballot are expected to be declared by September 22, 2026. Notably, the outgoing promoter and persons related to it are prohibited from voting on this resolution under Regulation 31A(3)(a)(vi) of the SEBI LODR Regulations.

Shareholding Pattern Impact

The reclassification will alter the company's shareholding structure without changing the total number of outstanding shares. The promoter group's holding will decrease, while the public shareholding will increase accordingly.

Note: Percentages are based on total paid-up equity share capital. Fully diluted figures include 34,00,000 warrants held by promoters and 3,13,632 outstanding ESOPs.

What the Numbers Show

The reclassification reduces the promoter group's consolidated stake from 43.39% to 39.82%, while boosting public holding from 56.41% to 59.98%. This shift ensures a broader distribution of ownership among the public, aligning with SEBI's requirements for enhanced market liquidity and transparency. The outgoing promoter has confirmed it does not exercise control over the company's affairs, hold special rights, or have representation on the board, satisfying the criteria for public categorization.

Related Party Disclosures

As per Section 102 of the Companies Act, 2013, certain promoters and directors hold interests in the outgoing promoter entity. Riddhi Portfolio Private Limited holds the largest stake in the outgoing promoter with 11.72% in equity share capital and 78.41% in non-convertible preference share capital. Other interested parties include Naresh Jalan (Managing Director), Chaitanya Jalan (Whole Time Director), and Rashmi Jalan, who hold varying percentages in the equity and preference shares of Maa Chandi Financial Advisory Services Private Limited.

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.