Ramkrishna Forgings Limited will convene its 44th Annual General Meeting (AGM) on Saturday, 29 August 2026, at 11:30 A.M. (I.S.T.) through Video Conferencing/Other Audio-Visual Means (VC/OAVM). The meeting 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. Additionally, the agenda includes the ratification of cost auditor fees and the approval of excess remuneration for directors for the financial year 2025-26, following a period of subdued profitability driven by export challenges.

The notice, issued pursuant to Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, was dispatched electronically on 5 August 2026. Members whose email IDs are registered with the company, Registrar & Transfer Agent (RTA), or Depository Participants (DPs) received the notice directly. Those without registered emails will receive a letter containing web-links to access the AGM notice and the Annual Report for FY25-26, in compliance with Regulation 36(1)(b) of the SEBI Listing Regulations.

Key Agenda Items

The ordinary business includes the adoption of audited financial statements for the financial year ended 31 March 2026 and the re-appointment of directors retiring by rotation: Chaitanya Jalan and Milesh Gandhi.

Special business resolutions focus on leadership structure and compensation:

• Re-appointment of Managing Director: Shareholders are asked to approve the re-appointment of Naresh Jalan as Managing Director for three consecutive years, effective 5 November 2026. His tenure will last 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 the end of his current term 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 in the first half—the company seeks approval for paying ₹ 510 Lakhs in commission to directors, exceeding limits prescribed 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.). Shareholders can vote via NSDL, CDSL, or the KFin Technologies Limited platform. The register of members and share transfer books will remain closed from 23 August 2026 to 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 the shareholder approval for excess director remuneration despite lower profitability.

Ramkrishna Forgings reported a significant turnaround in profitability for the first quarter of fiscal year 2027 (Q1FY27), with profit after tax (PAT) surging 297% year-on-year to ₹46.88 crore. The company’s consolidated revenue stood at ₹1,217 crore, remaining flat quarter-on-quarter but growing 19.84% year-on-year. Earnings per share and operating margins expanded notably, driven by improved product mix and higher utilization rates. The disclosure was filed with the Bombay Stock Exchange and the National Stock Exchange of India Limited on July 30, 2026, providing investors with the full transcript of the earnings conference call held on July 24, 2026.

The filing complies with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Rajesh Mundhra, Company Secretary and Compliance Officer, signed the disclosure. The transcript reveals management’s confidence in sustained growth, citing robust domestic demand and improving export volumes from North America and Europe. Key strategic updates include the ramp-up of new forging and casting facilities and entry into high-value non-ferrous segments like aerospace and robotics.

Financial Highlights

Management highlighted strong operational leverage during the quarter. EBITDA excluding other income rose 47% year-on-year to ₹218.47 crore, while EBITDA margin improved to 17.96% from 17.11% in the previous quarter. Profit before tax increased to ₹65.34 crore from ₹23.9 crore year-on-year.

Order Wins and Strategic Expansion

The company secured new business worth ₹278 crore from the automobile segment, with a program life of four years. Approximately 82% of these orders are from the passenger vehicle segment, and 18% from the two-wheeler segment, all domestic. Additionally, Ramkrishna Forgings won ₹15 crore in orders from the Metro segment of Indian Railways. Managing Director Naresh Jalan noted that the company is expanding into non-ferrous products such as aluminum, titanium, Inconel, and nimonic grades for aerospace, robotics, and semiconductors. While aluminum forging has already begun bulk production, significant revenue from other non-ferrous segments is expected in 12–18 months.

Debt Reduction and Future Outlook

Ramkrishna Forgings reduced its net debt by ₹100 crore in the quarter, bringing it down to ₹1,900 crore from ₹1,990 crore in the previous quarter. The company aims to reduce leverage by at least ₹500 crore in FY27, targeting a net debt of ₹1,500 crore by year-end. Capital expenditure for the year is guided at around ₹350 crore, including investments in the Rail Wheel JV. Naresh Jalan stated that the company is now on track to achieve a revenue target of ₹8,000 crore by FY29, representing a compound annual growth rate (CAGR) of 22–25% over the next three years. Export revenue is expected to contribute nearly 35% of total consolidated revenue, marking the highest ever export contribution for the company.