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.

Ramkrishna Forgings has secured regulatory approval to reclassify a key promoter group entity into the public category, simplifying its shareholding structure. The company received no-objection letters (NOCs) from both the National Stock Exchange of India Limited (NSE) and BSE Limited on August 05, 2026, permitting the shift of Maa Chandi Financial Advisory Services Private Limited from the 'Promoter and Promoter Group' classification to 'Public'. This reclassification, executed under Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, alters the composition of the company’s promoter holding without affecting total promoter ownership percentage if other entities remain unchanged.

The procedural timeline indicates that Ramkrishna Forgings initially applied for this reclassification on November 17, 2025. The exchanges reviewed the submission and granted their respective NOCs simultaneously on August 05, 2026. The NSE issued its letter under reference number NSE/LIST/COMP/RKFORGE/543/2026-2027, while BSE issued its letter under reference number LIST/COMP/SJ/162/2026-27. The company formally intimated these developments to the listing departments of both exchanges on August 06, 2026, ensuring timely disclosure in compliance with regulatory mandates.

Entity Details

The subject of the reclassification is Maa Chandi Financial Advisory Services Private Limited, which was formerly known as Ramkrishna Rail and Infrastructure Private Limited. The change in legal name suggests a strategic pivot or consolidation within the group’s advisory and financial services arm. By moving this entity out of the promoter group classification, the shares held by it will be treated as part of the public shareholding pattern. This can impact metrics related to public float and potentially ease compliance with minimum public shareholding requirements, although the immediate impact depends on the size of the stake held by this specific entity.

Regulatory Compliance

The reclassification process is governed strictly by Regulation 31A of the SEBI LODR Regulations 2015, which outlines the criteria and procedures for changing the category of shareholders. The regulation requires listed entities to obtain prior no-objection from the stock exchanges where they are listed before effecting such changes. Both exchanges have mandated that Ramkrishna Forgings ensure continued compliance with subsequent disclosures regarding material events related to this reclassification. This includes updating the shareholding pattern filings to reflect the new categorization accurately.

Rajesh Mundhra, Company Secretary and Compliance Officer at Ramkrishna Forgings, signed the intimation letter, confirming that copies of the NOCs were received by the company around 5:10 p.m. (IST) on August 05, 2026. The intimation was also uploaded on the company’s official website, www.ramkrishnaforgings.com , to ensure transparency for all stakeholders. The move reflects routine corporate governance activity aimed at aligning the shareholding structure with current operational realities and regulatory standards.