The Board of Directors ("the Board") are pleased to present the 44th Annual Report of Ramkrishna Forgings Limited ("the Company")
together with the Audited Standalone and Consolidated Financial Statements and Auditor's Report thereon for the financial year ended
31 March, 2026.

Financial Highlights

The Company's financial performance for the financial year ended 31 March 2026 are summarized below:

(Amount ' in Lakhs)

State of Company's Affairs
Financial Performance

• Revenue from operations increased by 3.32% from
' 3,63,429.92 lakhs in FY 2024-25 to ' 3,75,492.46 lakhs in FY
2025-26.

• Export sales decreased by 19.94% from ' 1,48,209.02 lakhs in
FY 2024-25 to ' 1,18,655.36 lakhs in FY 2025-26.

• EBIDTA from Operations (without Other Income and Extra¬
Ordinary Items) increased by 15.75% from ' 48,934.43 lakhs
in FY 2024-25 to ' 56,642.88 lakhs in FY 2025-26.

• PAT showed a decrease of 78.47% from ' 40,182.01 lakhs in FY
2024-25 to ' 8,650.53 lakhs in FY 2025-26.

Market Scenario

India segment:

Financial Year 2025-26 delivered the strongest performance in
recent memory for the commercial vehicles sector, with retail sales
crossing the 10 lakh milestone for the first time at 10,60,906 units
- an 11.74% YoY growth. The production of commercial vehicles
increased by around 13% to 11,70,150 vehicles and exports by
around 17% to 94,793 vehicles in FY26. The Production of the
M&HCV during the year increased by around 16% to 4,58,506

vehicles and the sales of the M&HCV increased by around 13% to
4,22,998 Vehicles.

USA segments:

The sector experienced a down year in heavy-duty metrics, with
Class 8 retail sales declining approximately 13-14% year-over-year
to around 2,08,000-2,10,000 Vehicles. This reflected extended
weak freight demand, high costs, tariff-related uncertainties, and
deferred purchases, keeping sales below replacement levels for
most of the period.

The year represented a "bottoming" phase, characterised by
structural shifts and capacity contraction with a significant bright
spot during the end of the year, providing a strong close and
indicating an inflection point off the low cycle.

This performance underscores a sector in reset mode, with
2025 highlighting challenges but also laying groundwork for
stabilisation and modest recovery in 2026, driven by regulatory
clarity, fleet needs, and improving fundamentals.

Operational Highlights

Forgings and Machining Facility

The Company derives the major share of its revenues from the
Commercial Vehicle segment. Your Company produced 43,626
tons of forgings from this facility during the year under review as

compared to 47,352 tons last year registering a decrease of about
7.87%. The Company has made 109 new product development
last year.

The Company has the state-of-art of CNC Machining and Gear
Cutting Facilities in which it has achieved accuracies of DIN 3962
(Class 8 and 9) in Hobbing Stage, DIN 3962 (Class 7) in Shaving
Stage.

The Company has made 101 new product development in the
CNC Turning, 62 new development in the Gear cutting and 69
new products in HMC/VMC Machining centre which has helped
to enhance the product basket with existing clients and add new
clients in the domestic and export market.

Ring Rolling Line

The Company has produced 26,372 tons of Ring Roll products
during the year as compared to 32,541 tons last year.

The Company has developed 16 new products during the year out
of which 13 products are machined.

Press Facility

During the year the Company has achieved a production of
1,24,257 tons of forgings from this facility as compared to 1,16,130
tons last year thus registering an increase of 7.00%. The Company
has achieved an average capacity utilisation of around 52% during
the year.

The Company has developed 363 new products during the year
out of which 186 products are machined.

Future Outlook

Rating agencies maintain a stable to moderately positive outlook
for the domestic CV sector. According to ICRA overall CV volumes

are expected to grow in the mid-single-digit range (4-6%) in FY
2026-27, following the high base of FY26. Growth is likely to be
led by the M&HCV segment, supported by sustained infrastructure
spending, mining and construction activity, replacement demand,
and fleet profitability. LCV growth is expected to remain steady,
driven by e-commerce and last-mile delivery, albeit at a more
tempered pace.

US Truck Sector

The U.S. commercial market size is estimated to grow to
approximately USD 364.99 billion by 2034, expanding at a CAGR
of 6.80% from 2025 to 2034. The U.S. commercial vehicle market is
expanding globally through exports, strategic partnerships, and
joint ventures. Manufacturers are targeting emerging markets,
enhancing technology transfer, and leveraging brand reputation
to increase international sales of trucks, vans, and fleet solutions.

Deposits

The Company has not accepted any deposits from the public
and consequently there are no outstanding deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 as amended.

Transfer to Reserves

Your Company proposes to transfer ' 100 lakhs to General Reserve
out of the amount available for appropriation and an amount of
' 1,47,378.87 lakhs is proposed to be carried over to Balance Sheet
as retained earnings.

Dividend

Based on the Company's performance, the Directors have declared
the following interim dividends:

The Interim dividend for financial year 2025-26 would involve
a total cash outflow of about ' 1,818.35 lakhs and this will be
considered as final dividend declared by the Company for financial
year 2025-26.

Pursuant to the provisions of the Income-tax Act, 2025, the
dividend paid or distributed by a company shall be taxable in the
hands of the shareholde Accordingly, in compliance with the said
provisions, your Company made the payment of the dividend
after the necessary deduction of tax at source at the prescribed
rates, wherever applicable.

Dividend Distribution Policy

In compliance with the requirements of Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations

and Disclosure Requirements) Regulations, 2015 (SEBI Listing
Regulations), the Board of Directors of the Company has,
formulated a Dividend Distribution Policy, which is available on
the website of the Company at https://ramkrishnaforgings.com/
wp-content/uploads/2023/04/dividend-distribution-policy.pdf

Subsidiaries

The Company has 3(Three) Wholly-owned Subsidiaries as given
below:

1. Ramkrishna Casting Solutions Limited (formerly known as
JMT Auto Limited) (CIN: U42274WB1997PLC277411)

2. Ramkrishna Forgings LLC, USA

3. Ramkrishna Forgings Mexico S.A De C.V

A brief highlight of the consolidated performance and its contribution to the overall performance of the Company for the financial year
2025-26 is as below:

(' in Lakhs)

The Company holds 51 % in Ramkrishna Titagarh Rail Wheels Limited.

(It has been consolidated under Equity Method in the Consolidated Financial Statements (CFS) of the Company as it qualifies as a joint
arrangement under Indian Accounting Standard (Ind AS) 28.)

Pursuant to Section 129(3), 134 and 136 of the Companies Act,
2013 and implementation requirements of the Indian Accounting
Standards Rules on accounting and disclosure requirements, as
applicable and as prescribed under Regulation 34 of the SEBI
Listing Regulations, as amended, the consolidated financial
statements of the Company and its subsidiaries are prepared in
accordance with the relevant accounting standards specified
under Section 133 of the Companies Act, 2013 read with Rule 7
of The Companies (Accounts) Rules, 2014, form part of this Annual
Report. Further as per section 136 of the Companies Act, 2013,
the Audited Financial Statements, including the Consolidated
Financial Statements and related information of the Company and
Audited Financial Statements of the subsidiaries are available at
our website at www.ramkrishnaforgings.com.

In addition, the financial data of the subsidiaries has been
furnished under note. 45 of the Consolidated Financial Statements
and forms part of this Annual Report.

The annual accounts of the Subsidiaries and other related
detailed information have been kept at the Registered office of
the Company and also at the Registered office of the Subsidiary
Companies and are available at the website of the Company at
www.ramkrishnaforgings.com or will be available on e-mail by
making a request to the Company through email at secretarial
ramkrishnaforgings.com.

The Company does not have any Associate Company or any Joint
Venture Company.

During the year under review, Multitech Auto Private Limited
(CIN: U34102WB2004PTC215505), wholly-owned subsidiary
of the Company and Mal Metalliks Private Limited (CIN:
U27109WB2005PTC102386), wholly-owned subsidiary of
Multitech Auto Private Limited and step down subsidiary of
the Company was merged with Ramkrishna Casting Solutions
Limited, wholly-owned subsidiary of the Company vide Hon'ble
National Company Law Tribunal, Kolkata Bench (NCLT) order
dated 27 February, 2026, certified copy of the said order has been
filed by the respective aforesaid Companies in e-form INC-28
with the Registrar of Companies, Kolkata on 25 March, 2026 and
accordingly Transferor Companies ceased to the subsidiaries of
the Company, with effect from 25 March, 2026.

During the year there has been no change in the nature of the
business carried out by the Subsidiary Companies.

The statement in Form AOC - 1 containing the salient features of
the financial statement of the Company's subsidiaries and Joint
Ventures pursuant to first-proviso to sub-section (3) of section
129 of the Companies Act 2013 forms part of this Report as
"Annexure - A".

Material Subsidiaries

Based on financial statements as on 31 March, 2025, your
Company has 1 (one) unlisted material subsidiary. Your Company
has formulated a policy for determining material subsidiary.
The policy is available on Company's website at https://
ramkrishnaforgings.com/wp-content/uploads/2023/04/material-
subsidiarv-companv-policv.pdf.

The details of the material subsidiary (as per Regulation 16 of the SEBI Listing Regulations) are given below:

Preferential Issue• Issue of 9,75,000 convertible warrants issued on a
preferential basis

Pursuant to the approval of the Board at its meeting held on
30 May, 2025 and approval of the Members of the Company
obtained via special resolution passed at the Extra ordinary
General Meeting held on 28 June, 2025, upon receipt of
upfront payment of 25% of the issue price per warrant
(i.e. ' 525/- per warrant) the Company, on 14 August, 2025
had allotted 9,75,000 warrants, on preferential basis to the
Promoter of the Company (Allottee) at a price of ' 2,100/-
each payable in cash ("Warrant Issue Price").

Each warrant, so allotted, is convertible into one fully paid-
up equity share of the Company having face value of ' 2/-
(Rupees Two only) each in accordance with the provisions
of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018,
on payment of the balance consideration of ' 1,575/-per
warrant ("Warrant Exercise Price"), being 75% of the issue
price per warrant from the Allottee pursuant to exercise
of conversion option against each such warrant, within 18
months from the date of allotment of warrants.

During the financial year 2025-26, upon receipt of the
conversion request from the Allottee, the Company, after
receipt of 75% of the issue price (i.e., ' 1,575/- per warrant),
on 27 March, 2026 has allotted 6,40,000 equity shares upon
conversion of warrants exercised by the Allottee.

3,35,000 warrants were outstanding as on 31 March, 2026.

Issue of 34,00,000 convertible warrants on a preferential
basis

Pursuant to the approval of the Board at its meeting held
on 12 November, 2025 and approval of the Members of the
Company obtained via special resolution passed at the Extra
ordinary General Meeting held on 12 December, 2025, upon
receipt of upfront payment of 25% of the issue price per
warrant (i.e. ' 147/- per warrant) the Company, on 14 January,
2026 had allotted 34,00,000 warrants, on preferential basis
to the Promoter (Allottee) of the Company at a price of
' 588/- each payable in cash ("Warrant Issue Price").

Each warrant, so allotted, is convertible into one fully paid-
up equity share of the Company having face value of ' 2/-
(Rupees Two only) each in accordance with the provisions of
Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, on payment of
the balance consideration of ' 441/-per warrant ("Warrant
Exercise Price"), being 75% of the issue price per warrant
from the Allottee pursuant to exercise of conversion option
against each such warrant, within 18 months from the date
of allotment of warrants.

The entire 34,00,000 warrants were outstanding as on 31
March, 2026.

There is no deviation or variation in the use of proceeds from the
abovesaid preferential issue of warrants, from the objects as stated
in the Explanatory Statement to the Notice of the Extra Ordinary
General Meeting dated 28 June, 2025 and 12 December, 2025
respectively. Further, there is no category wise variation between
projected utilisation of funds and the actual utilisation of funds.
The Company has also taken a certificate from the monitoring
agency for the utilisation of the funds raised by allotment of
9,75,000 warrants and conversion of 6,40,000 warrants into equity
shares of the Company and by further allotment of 34,00,000
warrants and have placed the same before the Audit Committee
and Board respectively. The same has also been filed with the
Stock Exchanges where the shares of the Company are listed.

Share Capital• Authorised Share Capital

The Authorised Share Capital of the Company at the
beginning of the financial year was '3,825.00 lakhs
consisting of 19,12,50,000 Equity Shares of ' 2/- each.

Upon the Scheme of Amalgamation of ACIL Limited (Wholly-
owned Subsidiary) with Ramkrishna Forgings Limited
approved by Hon'ble NCLT, Kolkata dated 27 March, 2025
and becoming effective on 9 May, 2025 ("Effective Date"),
the Authorised Share Capital of the ACIL Limited stands
transferred and merged with the Authorised Share Capital of
the Company, without any further act, instrument or deed,
resulting an increase in the Authorised Share Capital from
' 3,825.00 lakhs to ' 6,825.00 lakhs consisting of 34,12,50,000
Equity Shares of ' 2/- each.

• Issued, Subscribed and Paid up Capital

The Company presently has one class of shares - Equity
Shares of par value of ' 2/- each

The Paid-up Share Capital of the Company at the beginning
of the financial year was '3,620.61 lakhs consisting of
18,10,30,604 Equity shares of face value of ' 2/- each.

The Capital Market Committee of the Board of Directors of
the Company has allotted 6,40,000 Equity shares of face
value of ' 2/- each upon conversion of 6,40,000 warrants out
of 9,75,000 warrants on 27 March, 2026 to Riddhi Portfolio
Private Limited, Promoter of the Company.

The Paid-up Share Capital of the Company as at the end of
the financial year increased to ' 3,633.41 lakhs consisting
of 18,16,70,604 Equity shares of face value of ' 2/- each

without considering the elimination of equity shares held
by Ramkrishna Forgings Limited Employee Welfare Trust as
under note. 16 of the Standalone Financial Statements and
forms part of this Annual Report.

Employees Stock Option Scheme

i) RKFL ESOP Scheme 2015

Your Company has adopted ESOP Scheme titled"Ramkrishna
Forgings Limited - Employee Stock Option Plan 2015" ("RKFL
ESOP Scheme 2015") for granting upto 35,00,000 stock
option of face value of ' 2/- each (i.e 7,00,000 stock option of
face value of ' 10/- each), in one or more tranches, to eligible
employees of your Company as approved by the Members
of your Company at the 33^rd Annual General Meeting held
on 12 September, 2015. RKFL ESOP Scheme 2015 was
devised to provide incentive to attract, retain and reward
the employees and enable them to participate in future
growth and financial success of the Company. In accordance
with the scheme the employees based on the performance
matrix were eligible to receive one fully paid-up equity share
of face value of ' 2/- against each option.

The Company has completed its 100% vesting during the
financial year 2023-24.

During the financial year 2025-26 there was no forfeiture /
cancellation of ESOP 28,175 options are outstanding as on
31 March, 2026.

During the year, the Company has not granted any Options
to its employees under RKFL ESOP Scheme 2015.

The details pursuant to the Section 62 of the Companies Act,
2013 read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, as amended and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, have been placed on the website of the Company at
https://ramkrishnaforgings.com/esop-file/ESOP-Report-
FY-2025-26.pdf.

The RKFL ESOP Scheme 2015 is in compliance with the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and amendment thereof.

A Certificate from the Secretarial Auditors with regard to
the implementation of RKFL ESOP Scheme 2015 shall be
available over email on making a request to the Company
through e-mail on secretarial@ramkrishnaforgings.com.

ii) RKF Limited Employee Stock Option Scheme 2023

Your Company has adopted ESOP Scheme titled "RKF Limited
Employee Stock Option Scheme 2023" ("RKFL ESOP Scheme
2023") for granting upto 30,00,000 stock options, in one
or more tranches, to eligible employees of your Company
as approved by the Members at the 41^st Annual General
Meeting held on 16 September, 2023. RKFL ESOP Scheme
2023 was devised to provide incentive to attract, retain
and reward the employees and enable them to participate
in future growth and financial success of the Company. In
accordance with the scheme the employees based on the
performance matrix were eligible to receive one fully paid-
up equity share of face value of ' 2/- against each option.

During the year under review, based on the performance
matrix of the eligible employees, the Nomination and
Remuneration Committee at its meeting held on 26 March,
2026 vested 1,65,176 ESOPs to eligible employees under the
RKFL ESOP Scheme 2023.

Further, 67,060 ESOPs have been forfeited/cancelled during
the financial year 2025-26.

There are 6,71,400 options which are outstanding as on 31
March, 2026.

The Vesting of the options under the scheme will be done
over a period of 4 years as per the vesting conditions in the
scheme.

The details pursuant to the Section 62 of the Companies Act,
2013 read with Rule 12(9) of the Companies (Share Capital
and Debentures) Rules, 2014, as amended and SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, have been placed on the website of the Company at
https://ramkrishnaforgings.com/esop-file/ESOP-Report-
FY-2025-26.pdf.

The RKF Limited Employee Stock Option Scheme 2023 is in
compliance with the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and amendment
thereof.

A Certificate from the Secretarial Auditors with regard to the
implementation of RKF Limited Employee Stock Option
Scheme 2023 shall be available over email on making a
request to the Company through e-mail on secretarial
ramkrishnaforgings.com.

Pollution Control Measures

Your Company has the requisite approvals from the concerned
authorities for all the units.

Credit Rating

During the year on request from the Company, ICRA Limited has
discontinued the ratings assigned to the bank facilities of the
Company as the same is already covered by India Ratings and
Research and CRISIL Ratings Limited.

During the financial year the credit facilities of the Company
continued to be rated from India Ratings & Research and CRISIL
Ratings Limited.

The rating from CRISIL Ratings Limited as on 31 March, 2026 was
AA(-) for Long term facilities and A1 for short term facilities.

The rating from India Ratings & Research as on 31 March, 2026 was
IND AA (Stable outlook) for Long term facilities and IND A1 for its
short term facilities.

Details of Directors and Key Managerial Personnel

(A) Appointment/Reappointment of Directors

During the financial year 2025-26, Mr. Lalit Kumar Khetan
(DIN: 00533671) was re-appointed as a Whole-time Director
of the Company, liable to retire by rotation, for a period
of three (3) years with effect from 20 October, 2025 to 19
October, 2028 by means of passing Special Resolutions of
the members at the 43rd Annual General Meeting of the
Company held on 20 September, 2025.

The Nomination and Remuneration Committee and the
Board of Directors at its meeting held on 26 March, 2026
and 27 March, 2026 respectively, had recommended the
appointment of Mr. Chetan Rameshchandra Desai (DIN
03595319), as a Non-Executive Independent Director of the
Company, not liable to retire by rotation for a period of five
(5) consecutive years with effect from 29 April, 2026. The
Company has taken a prior approval of the members for his
appointment and the same was approved by the Members
by way of Special Resolution, through postal ballot process
on 27 April, 2026.

The Nomination and Remuneration Committee and the
Board of Directors at its meeting held on 30 April, 2026
and 1 May, 2026 respectively, had recommended the re¬
appointment of Mr. Naresh Jalan (DIN: 00375462) as the
Managing Director of the Company, liable to retire by
rotation, for a period of three (3) years with effect from 5
November 2026 to 4 November, 2029 subject to the approval
of the members of the Company at the ensuing 44^th Annual
General Meeting. Accordingly, a Special resolution seeking
approval of the members for re-appointment of Mr. Naresh
Jalan as the Managing Director of the Company for a period
of three (3) years with effect from 5 November 2026 to 4
November, 2029 forms part of the notice of the ensuing 44^th
AGM.

(B) Statement on Declaration given by Independent
Directors under Sub-Section (6) of Section 149 of the
Companies Act, 2013

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both
under the Section 149 (6) of the Companies Act, 2013 and
Regulation 16 (1) (b) of the SEBI Listing Regulations. The
Independent Directors have also confirmed compliance
with the Code for Independent Directors prescribed under
Schedule IV to the Companies Act, 2013.

None of the Directors of the Company are disqualified for
being appointed as Directors, as specified in Section 164
of the Companies Act, 2013 as per the declaration received
from the Directors. Further, all the Directors have confirmed

that they are not debarred from accessing the capital market
as well as from holding the office of Director pursuant to any
order of Securities and Exchange Board of India or Ministry
of Corporate Affairs or any other such regulatory authority.

(C) Familiarization Programme Undertaken for Independent
Directors

The Director, upon appointment, is formally inducted to
the Board. In order to familiarise the Independent Directors
about the various business drivers, they are updated
through presentations at Board Meetings of the Company.
The Directors are also updated on the changes in relevant
corporate laws relating to their roles and responsibilities as
Directors.

The Company would also continue to familiarise its Directors
on the industry, technology and statutory developments,
which have a bearing on the Company and the industry,
so that Directors would be effective in discharging their
expected duties.

The details of programmes imparted by the Company during
the year pursuant to Regulation 25(7) of the SEBI Listing
Regulations for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company
operates, business model of the Company and related matters
are put up on the website of the Company at the link https://
ramkrishnaforgings.com/wp-content/uploads/2026/04/
Directors-Familarization-Programme-2025-26.pdf

(D) Resignation of Director during the year

During the financial year ended 31 March, 2026, none of
the Directors have resigned from the Directorship of the
Company.

The Board has noted that Mr. Partha Sarathi Bhattacharyya
(DIN: 00329479) and Mr. Sandipan Chakravortty (DIN:
00053550), Independent Directors of the Company, would
be retiring on 20 May, 2026, after completing of their second
term of five (5) consecutive years in office, and places on
record its deep appreciation for the contributions made by
them during their tenure as an Independent Director of the
Company.

(E) Re-Appointment of Directors Retiring by Rotation

In accordance with the provisions of the Companies Act,
2013, Mr. Chaitanya Jalan, Whole-time Director (DIN:
07540301) and Mr. Milesh Gandhi, Whole-time Director
(DIN: 07436442), retires by rotation and being eligible,
offer themselves for reappointment at the ensuing Annual
General Meeting. Their appointment will be placed for
approval by the members at the ensuing Annual General
Meeting and forms part of the notice of the ensuing Annual
General Meeting.

The information about the Director seeking appointment/
re-appointment as required by Regulation 36 (3) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Secretarial Standard -2 on General
Meeting will be given in the notice convening the Annual
General Meeting.

(F) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the
Company has the following Key Managerial Personnel of the
Company:

- Mr. Naresh Jalan- Managing Director

- Mr. Chaitanya Jalan-Whole-time Director

- Mr. Lalit Kumar Khetan- Whole-time Director & Chief
Financial Officer

- Mr. Milesh Gandhi- Whole-time Director

- Mr. Rajesh Mundhra- Company Secretary & Vice President
Finance.

The Company Secretary also act as a Compliance Officer of
the Company.

Remuneration Policy

The Company has a policy on Directors' and Senior Management
appointment and remuneration, including the criteria for
determining qualifications, positive attributes, independence of a
Director and other matters, as required under sub-section (3) of
Section 178 of the Companies Act, 2013 read with Regulation
19(4) and Part D of Schedule II of the SEBI Listing Regulations.

The policy is available on the website of the Company at the
following link: https://ramkrishnaforgings.com/wp-content/
uploads/2024/09/Remuneration-Policy.pdf.

During the financial year 2025-26, the Company has paid
remuneration of '1,015.77 Lakhs to Managing Director and
Whole-time Director of the Company. The Company upon
recommendation of Nomination and Remuneration Committee
and Board of Directors at its respective meeting held on 30 April,
2026 and 1 May, 2026, has proposed to make a payment of
Commission of '250 Lakhs to Mr. Naresh Jalan, '100 Lakhs to Mr.
Chaitanya Jalan, '60 Lakhs to Mr. Lalit Kumar Khetan and '40
Lakhs to Mr. Milesh Gandhi and ' 10 Lakhs each to Mr. Sandipan
Chakravortty, Mr. Partha Sarathi Bhattacharyya, Mrs. Rekha Bagry,
Mr. Sanjay Kothari, Mrs. Sucharita Basu De and Mr. Ranaveer Sinha,
Independent Directors of the Company which is in excess of the
prescribed limits under Section 197, 198 and other applicable
provisions read with Schedule V of the Companies Act, 2013. The
Company has sought the approval of the shareholders to pay the
remuneration by way of Commission which is in excess of the
prescribed limits under the Companies Act, 2013 at the 44^th
Annual General Meeting and forms part of the Notice of AGM.

Annual Evaluation of Board Performance and Performance of
its Committees and of Directors

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and
Regulation 25(4) of SEBI Listing Regulations, the Independent
Directors have evaluated the quality, quantity, adequacy and
timeliness of the flow of information between the Management
and the Board, performance of the non-independent Directors
and the Board as a whole and its Members and other required
matters.

Pursuant to Schedule II, Part D of SEBI Listing Regulations, the
Nomination and Remuneration Committee has laid down evalu¬
ation criteria for performance evaluation of Independent Direc-

tors, which is based on attendance, expertise and contribution
brought in by the Independent Director at the Board and Com¬
mittee Meetings, which shall be taken into account at the time of
reappointment of Independent Director.

The performance evaluation of the Board, its Chairman and the
Non-Independent Directors were carried out by the Independent
Directors in the Independent Director Meeting held on 27 March,
2026.

Pursuant to Regulation 4(2)(f)(ii)(9) of SEBI Listing Regulations,
the Board of Directors have reviewed and observed that the
evaluation framework of the Board of Directors was adequate and
effective.

The Board expressed its satisfaction with the evaluation process
and results thereof.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the
Directors, based on representations received from the
Management, and the processes involving the Company's
statutory and internal audit functions, confirms that:

i) In preparation of the annual accounts for the year ended
31 March 2026, the applicable Accounting Standards have
been followed and there are no material departures;

ii) Such accounting policies have been selected and applied
consistently and judgments and estimates were made that
are reasonable and prudent so as to give a true fair view of
the state of affairs of the Company at the end of Financial
Year 2025-26 and of the profit of the Company for that
period.

iii) Proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the
Companies Act, 2013 is taken for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities.

iv) Annual accounts for the financial year 2025-26 have been
prepared on a going concern basis.

v) Internal Financial Controls (IFCs) to be followed by the
Company have been laid down and such IFCs are adequate
and operating effectively.

vi) Proper systems have been devised to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and operating effectively.

Auditors

Statutory Auditors

S. R. Batliboi & Co., LLP, Chartered Accountants, (Firm Registration
No. 301003E/E300005), Statutory Auditors were re-appointed at
the 40^th Annual General Meeting held on 17 September, 2022
for 2^nd term of 5 consecutive years from the conclusion of 40^th
Annual General Meeting till the conclusion of 45^th Annual General
Meeting to be held for the financial year 2026-27.

S. K. Naredi & Co. LLP, Chartered Accountants, (Firm Registration
No. 003333C/C400397), Joint Statutory Auditors were re¬
appointed at the 42^nd Annual General Meeting held on 31 August,

2024 for 2^nd term of 5 consecutive years from the conclusion of
42^nd Annual General Meeting till the conclusion of 47^th Annual
General Meeting to be held for the financial year 2028-29.

The Auditors' Report (Standalone and Consolidated) to the
shareholders for the year under review does not contain any
qualifications or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing
Regulations, MKB & Associates, Company Secretaries in Practice
(Firm Reg. No. P2010WB042700) has been appointed as Secretarial
Auditors of the Company for the term of Five (5) consecutive years
at 43^rd Annual General Meeting held on 20 September 2025 i.e.
from financial year 2025-26 to financial year 2029-30.

The Secretarial Audit Report, pursuant to Section 204(1) of the
Act for the financial year ended 31 March 2026 is annexed to this
Report as "Annexure - B" and forms part of this Report.

The Secretarial Audit Report for the financial year 2025-26 does
not contain any qualification, reservation or adverse remark
except that there was a gap exceeding 120 days between the
Board Meetings held on 17 January, 2025 and 30 May, 2025,
which was not in compliance with the provisions of Section
173(1) of the Companies Act, 2013 and Regulation 17(2) of SEBI
Listing Regulations. Consequently, a fine of ' 10,000/- has also
been imposed by National Stock Exchange of India Limited and
BSE Limited on 29 August, 2025 in this regard. The fine imposed
by the Stock Exchanges were paid on 6 September, 2025 by the
Company.

The Board noted that the said non-compliance was inadvertent
and arose solely due to the reasons beyond the Company's
control. The Board recognized that in the non-compliance of the
said provisions, there was no malafide/ wilful intention on the part
of the Company or any of its directors and advised to henceforth
ensure better compliance of all the requirements. Further, assure
that, the Company has always endeavoured to comply with the
applicable rules and regulations in its true letter and spirit and will
continue to do so in future as well.

The Company has undertaken an Annual Secretarial Compliance
Audit for the financial year 2025-26 pursuant to Regulation
24A (2) of the SEBI Listing Regulations. The Annual Secretarial
Compliance Report for the financial year ended 31 March,
2026 shall be submitted to the Stock Exchanges and the said
report may be accessed on the Company's website at the link:
https://ramkrishnaforgings.com/wp-content/uploads/2026/06/
Annual-Secretarial-Compliance-Report-25-26.pdf.

Secretarial Audit of Material Unlisted Subsidiary Company

As per the requirements of SEBI Listing Regulations, the Practicing
Company Secretaries appointed by Ramkrishna Titagarh Rail
Wheels Limited ('RTRWL'), material subsidiary of your Company,
undertook Secretarial Audit for FY 2025-26. The Secretarial Audit
report confirms that the relevant material subsidiary has complied
with the provisions of the Act, rules, regulations and guidelines
and that there were no deviations or non- compliances. The
Secretarial Audit reports of the material subsidiary is annexed to
this report as "Annexure - B1" and forms part of this Report.

• Secretarial Standards

During the year under review, (RTRWL) has complied with
all the applicable provisions of Secretarial Standard-1 and
Secretarial Standard-2 issued by The Institute of Company
Secretaries of India.

• Reporting of frauds by Auditors

During the year under review, the Statutory Auditors and
Secretarial Auditor of RTRWL have not reported any instances
of fraud committed in RTRWL by company's officers or
employees, to the board, as required under Section 143(12)
of the Act.

Cost Auditors

The Company is required to maintain cost records as specified
by the Central Government under Section 148(1) of the Act read
with the Companies (Cost Records and Audit) Rules, 2014 and
accordingly, such accounts and records are made and maintained
by the Company.

Bijay Kumar & Co, Cost and Management Accountants (Member¬
ship no. 42734/FRN: 004819), the Cost Auditor of the Company
submitted the Cost Audit Report for the financial year 2024-25.

There were no qualifications, reservations, adverse remarks or
disclaimers in cost Auditor's Report.

In terms of Section 148 (3) and other applicable provisions of
the Companies Act, 2013, the Board of Directors at its meeting
held on 1 April, 2026 based on the recommendation of the
Audit Committee had appointed Bijay Kumar & Co., Cost and
Management Accountants, as the Cost Auditor of the Company
to conduct the audit of the cost records of the Company for the
financial year 2026-27. The Company has received the necessary
consent from Bijay Kumar & Co. to act as the Cost Auditor of the
Company for the financial year 2026-27 along with the certificate
confirming that his appointment would be within the applicable
limits.

Further, pursuant to Section 148 of the Act, read with the rules
framed thereunder, the remuneration payable to Cost Auditor
for the financial year 2026-27 is required to be ratified by the
Members of the Company at the ensuing AGM. Accordingly, an
ordinary resolution seeking approval of Members for ratification
of payment of remuneration payable to the Auditor forms part of
the notice of the AGM.

Risk Management (Risk Assessment and Minimization
Procedure)

A Risk Management Policy to identify and assess the key risk
areas, monitor mitigation measures and report compliance has
been adopted. Based on a review, major elements of risks have
been identified and are being monitored for effective and timely
mitigation. Prudence and conservative dealing with risks is at the
core of risk management strategy being followed by the Company.

The Board has formulated a Risk Management Committee
('RMC') to frame, implement and monitor the Risk Management
Policy of the Company and to ensure the adequacy of the risk
management systems. The said policy has been approved by the
Board. Robust mechanisms and systems have been put in place to
identify and manage the inherent risks in business and strategy,

and to monitor the Company's exposure to key risks that could
impact the overall strategy and sustainability of the business. The
purpose is to identify risks in time which have the potential effect
on the Company's business or corporate standing or growth and
manage them by calibrated action.

The risks, both internal and external, to which the Company is
exposed to and which includes financial, operational, project
execution, legal, human resources etc. is taken into consideration
for development and maintaining of a robust mechanism for
mitigation which is evolving with time and circumstances within
which the Company operates.

The Risk Management Policy formulated by the Company is
available on its website and can be accessed at the following link:
https://ramkrishnaforgings.com/wp-content/uploads/2023/04/
Risk-Management-Policy-Final.pdf

Board Diversity

The Company recognizes the importance of having a diverse
Board of Director as a key element in maintaining a competitive
advantage, fostering innovation and enhancing the overall
effectiveness of the Board. The Company believes that diversity in
composition of the Board promotes better Corporate Governance,
improves decision making quality and strengthens stakeholder
confidence. The Company also believes that a diverse Board
enhances the transparency, accountability and ethical standards
in the conduct of business and contributes to sustainable growth
and value creation for shareholders and other stakeholders. The
Board remains committed to maintaining the highest standards
of corporate governance through continuous improvement in
Board composition and diversity.

The Board has adopted the Board Diversity Policy which sets out
the approach to diversity. The policy is available at the website
of the Company at https://ramkrishnaforgings.com/wp-content/
uploads/2023/04/board-diversitv-policv.pdf.

Internal Financial Controls

The Company has in place adequate internal financial controls
with reference to financial statements. The Company's Internal
Control Systems are commensurate with the nature, size and
complexity of its business and ensure proper safeguarding of
assets, maintaining proper accounting records and providing
reliable financial information. The Company on an annual basis
conducts verification of its internal controls from an external
agency to test its effectiveness and the same is reported to the
Audit Committee.

Pursuant to the provisions of Section 138 of the Act read with
Rule 13 of the Companies (Accounts) Rules 2014, M/s. Singhi &
Co, Chartered Accountants, (Firm Registration no. 302049E) has
been appointed as the Internal Auditor of the Company and make
periodic reporting of its findings to the Audit Committee of the
Company.

Corporate Social Responsibility (CSR)

CSR for your Company means Corporate Sustainable Responsibility
which means embedding CSR into its business model.

In terms of the provisions of Section 135 of the Companies Act,
2013, read with Companies (Corporate Social Responsibility

Policy) Rules, 2014, the Board of Directors of your Company has
constituted a Corporate Social Responsibility ("CSR") Committee.

Your Company has in place the following Programs under its
CSR activity i.e. Ramkrishna Jan Kalyan Yojana, Ramkrishna
Shiksha Yojana, Ramkrishna Swastha Yojana and Ramkrishna
Sanskriti Yojana.

Your Company has spent the requisite percentage of the average
net profit of the three immediately preceding financial years
on CSR related activities as covered under Schedule VII of the
Companies Act, 2013.

Your Company as part of its CSR initiatives has initiated projects
as per its CSR Policy.

The Company has framed and adopted a CSR Policy which is
available at the following web link: https://ramkrishnaforgings.
com/wp-content/uploads/2024/03/CSR-policy-amended-on-
21st-July-2023.pdf. The policy indicates the CSR activities to be
undertaken by the Company to achieve its social commitments.

The particulars required to be disclosed pursuant to the
Companies (Corporate Social Responsibility Policy) Rules, 2014, as
amended, are given as "Annexure- C" forming part of this Report.

Related Party Transactions

The Company has formulated a Policy on dealing with Related
Party Transactions. The Policy is disclosed on the website of
the Company at the link https://ramkrishnaforgings.com/wp-
content/uploads/2023/07/RPT-Policy.pdf.

All transactions entered into with Related Parties as defined
under the Companies Act, 2013 and Regulation 23 of SEBI
Listing Regulations, during the year were in the ordinary course
of business and on an arms-length basis. There are no material
related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other Designated
Persons which may have a potential conflict with the interest of
the Company at large. The Company places a certificate from a
reputed external agency in every quarterly Audit Committee
Meetings for the related party transactions entered into by the
Company during the quarter confirming that the transactions has
been done on arm's length.

All related party transactions entered into by your Company were
not material and were in the ordinary course of business and at
arm's length basis, therefore, details required to be provided in the
prescribed Form AOC - 2 are not applicable to the Company.

All related party transactions are placed before the Audit
Committee and Board for its approval. In accordance with Ind AS-
24 the related party transactions are disclosed under note No. 39
of the Standalone Financial Statements.

Stock Exchange(s)

The Equity Shares of your Company are listed on two stock
exchanges:

Ý National Stock Exchange of India Limited, Exchange Plaza,
Plot no. C/1, G- Block, Bandra-Kurla Complex, Bandra (East),
Mumbai 400 051.

Ý BSE Limited, Phiroze Jeejeeboy Towers, Dalal Street, Mumbai
400 001.

The annual listing fees for the financial year 2026-27 have been
paid by the Company to the above stock exchanges.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under
review under Regulation 34 (2) (e) read with Schedule V of the SEBI
Listing Regulations with the Stock Exchange in India is presented
in the separate section and forms part of the Annual Report.

Corporate Governance

Adoption of Best ethical business practices in the Company
within the regulatory framework is the essence of good Corporate
Governance. Your Company continues to believe in such
business practices and gives thrust on providing reliable financial
information, maintenance of transparency in all its business
transactions and ensuring strict compliance of all applicable laws.

The report of Corporate Governance as stipulated under SEBI
Listing Regulations is presented in the separate section and forms
part of the Annual Report.

The requisite certificate from the Statutory Auditors of the
Company, confirming the compliance with the conditions
of corporate governance as stipulated under SEBI Listing
Regulations, is attached with the Corporate Governance Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report of the
Company for the Financial Year 2025-26 as required pursuant to
Regulation 34(2)(f) of the SEBI Listing Regulations are available
on the Company's website and can be accessed at https://
ramkrishnaforgings.com/annual-report/Business-Responsibility-
Sustainability-Report-fy-2025-26.pdf.

Further, an independent assurance report in respect of the BRSR
Core indicators forms part of the BRSR report.

Disclosuresa) Meetings of Board of Directors

During the year under review, 7 (Seven) meetings of the
Board of Directors were held. The details of the meetings
and the attendance of the Directors are provided in the
Corporate Governance Report. The intervening gap between
the Meetings was within the period as prescribed under the
statutory laws except that there was a gap exceeding 120
days between the Board Meetings held on 17 January, 2025
and 30 May, 2025 and the necessary quorum were present at
all the meetings.

b) Committees:

The Company has in place the Committee(s) as mandated
under the provisions of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. There are currently 8 (Eight) committees
of the Board, namely:

• Audit Committee

• Nomination & Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Management & Finance Committee

• Capital Market Committee

• Investment Committee

Details of the Committees along with their charter,
composition and meetings held during the year, are
provided in the Corporate Governance Report, which forms
part of this report.

There has been no instance where the Board has not
accepted the recommendations of the Audit Committee.

c) Meeting of Independent Directors

In accordance with the requirement of the statutory laws, a
separate meeting of the Independent Directors was held on
26 March, 2026. In the meeting, the Directors among other
things reviewed the performance of Non-Independent
Directors, the Chairman of the Board and the Board as a
whole and further assessed the quality, quantity and the
timeliness of flow of information between the Management
and the Board and found it satisfactory. The Chairman of
the Meeting provided the findings and observations of the
meeting to the Managing Director of the Company.

d) Particulars of Loan, Guarantees & Investment

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the Standalone
Financial Statement of the Company. The details of such
Investments, loans and guarantees have been provided in
note no. 7, 9 and 44 to the Standalone Financial Statements.

e) Annual Return

Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of the Companies Act, 2013 the draft copy of the
annual return for the FY 2025-26 is uploaded on the website
of the Company at https://ramkrishnaforgings.com/wp-
content/uploads/2026/06/Annual-Return-for-the-Financial-
Year-2025-26.pdf and the same can be viewed by the
members and stakeholders.

f) Conservation of Energy, Technology Absorption, and
Foreign Exchange Earnings and Outgo

The particulars relating to energy conservation, technology
absorption, foreign exchange earnings and outgo, as
required to be disclosed under the Act is given in "Annexure
- D" to this Report.

g) Particulars of Employees and related disclosures

Disclosure with respect to the remuneration of Directors and
Employees as required under Section 197 of the Companies
Act, 2013 read with Rules 5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given in "Annexure - E" to this Report.

h) Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behaviour in all its business
activities and has put in place a mechanism for reporting
illegal or unethical behaviour. The Company has a Vigil
Mechanism and Whistle Blower Policy under which the
employees and directors are free to report violations of
applicable laws and regulations and the Code of Conduct.
The reportable matters may be disclosed to the Vigilance
and Ethics officer who operates under the supervision of
the Audit Committee. Employees may also report complains
to the Chairman of the Audit Committee. The status of the
complaints received, if any, under the whistle blower policy
is also placed on a quarterly basis before the Board. During
the year the Company has not received any complaint under
the whistle blower policy. During the year under review, no
employee was denied access to the Chairman of the Audit
Committee. The Vigil Mechanism / Whistle Blower Policy
of the Company can be accessed at the website of the
Company at the following link: https://ramkrishnaforgings.
com/wp-content/uploads/2023/04/whistle-blower-policy.
pdf.

i) Transfer of unclaimed dividend and unclaimed shares to
Investor Education and Protection Fund (IEPF)

Pursuant to the provision of Section 124 of the Companies
Act, 2013, read with the IEPF Authority (Accounting Audit,
Transfer and Refund) Rules, 2016 (the Rules) all unpaid or
unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of
India, after the completion of seven years. Further, according
to the Rules, the shares on which dividend has not been paid
or claimed by the shareholders for seven consecutive years
or more shall be transferred to the demat account of the IEPF
authority.

The Company had sent reminder letter on 16 July, 2025 to
those shareholders having unpaid/ unclaimed dividends for
the financial year 2017-18. During the financial year 2025¬
26, the Company has transferred an unpaid & unclaimed
dividend of ' 20,214/-. Further, the Company has transferred
905 unclaimed shares during the financial year 2025-26 to the
IEPF Authority. The details are provided at the website of the
Company at the following link: https://ramkrishnaforgings.
com/wp-content/uploads/2023/04/unpaid-dividend-17-18.
pdf

https://ramkrishnaforgings.com/wp-content/uploads/2025/06/
Unclaimed-Shares-From-FY-17-18-to-be-transfer-to-IEPF.pdf
The dividend declared during the earlier financial years and
which is remain unpaid/ unclaimed is due to be transferred
to IEPF within statutory timelines, upon expiry of the period
of seven years. The due dates for transfer of such unpaid/
unclaimed dividend after expiry of seven years will be
transferred to IEPF, details of the same are given below:

The shares in respect of which dividend has not been paid or
claimed for seven consecutive years will also be transfer to IEPF.

Mr. Rajesh Mundhra, Company Secretary and Compliance Officer,
acts as the Nodal Officer. His details are provided at the website
of the Company at the following link: https://ramkrishnaforgings.
com/dividend-iepf/.

j) Disclosure -

The report of the joint fact-finding study conducted by the Inde¬
pendent External Agencies, into the discrepancies between the
book inventory and the physical inventory of work-in-progress,
raw material and scrap was submitted on 14 June, 2025 which
confirmed that the discrepancies arose on account of certain er¬
roneous accounting entries and non-recording of rejections at
the manufacturing plants and quantified the resultant overstate¬
ment of inventory at ' 22,052.43 lakhs as at 31 March, 2025, and
' 5,022.26 lakhs as at 31 March, 2024.

These amounts have been fully given effect to in the Standalone
and Consolidated Financial Statements for the year ended 31
March, 2025, including by way of restatement of the comparative
figures for the year ended 31 March, 2024.

Disclosure under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) ( POSH) Act, 2013

Your Company has zero tolerance towards sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder.

The Company has duly constituted an Internal Complaints
Committee (ICC) in compliance with the provisions of the POSH
Act. The Ministry of Women and Child Development, Government
of India, has launched a portal called Sexual Harassment electronic
Box (SHe-Box) which provides a single window access to every
woman working in an Organisation to facilitate online registration
of complaint related to sexual harassment. The SHE-Box portal is a
publicly available centralised repository of information related to
ICC and Local Committees which also provide a common platform
to file complaints and track the status of Complaints.

The Company has also complied with the requirements relating to
registration and reporting on the SHE-Box portal of the Ministry
of Women and Child Development, Government of India. Regular
awareness programmes and sensitization trainings are conducted
across the organization to promote a respectful workplace culture
and to apprise employees of their rights and responsibilities
under the POSH Act.

Details of Complaints received and redressed during the year
2025-26 are as follows:

a) Number of complaints outstanding at the beginning of year
- Nil

b) Number of complaints received during the year - Nil

c) Number of complaints disposed of during the year - Nil

d) Number of complaints pending as on end of the year - Nil

Disclosures with respect to demat suspense account/
unclaimed suspense account

There are no shares in demat suspense account.

a) aggregate number of shareholders and the outstanding
shares in the suspense account lying at the beginning of the
year- NIL

b) number of shareholders who approached listed entity for
transfer of shares from suspense account during the year- NIL

c) number of shareholders to whom shares were transferred
from suspense account during the year- NIL

d) aggregate number of shareholders and the outstanding
shares in the suspense account lying at the end of the year-
NIL

e) that the voting rights on these shares shall remain frozen till
the rightful owner of such shares claims the shares- NIL

Compliance of Secretarial Standards

During the financial year 2025-26 the Company has followed the
applicable Secretarial Standards, with respect to Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by
the Institute of Company Secretaries of India.

Disclosure of Maternity Benefit Compliance

Your Company complies with the Maternity Benefit Act, 1961 for

the year under review.

GENERAL -

i. During the year under review, there has been no change in
the nature of business of the Company.

ii. No material changes and commitments affecting the
financial position of the Company have occurred from the
close of the financial year ended 31 March, 2026 till the date
of this Report.

iii. There have been no significant or material orders passed by
the regulators or Courts or Tribunals impacting the going
concern status and the company's operations in future.

iv. During the year under review, the Company has not issued
sweat equity shares.

v. During the year under review, the Company has not issued
shares with differential voting rights.

vi. During the year the Company has not revised any of its
financial statements or reports.

vii. During the year neither the Managing Director nor the
Whole-time Directors of the Company, has received any
remuneration or commission from any of its subsidiaries.

viii. During the year under review, no application has been made
by the Company or any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 against the Company.

ix. During the year under review, there were no instance of
one-time settlement with banks or financial institutions and
hence the differences in valuation as enumerated under Rule
8 (5) (xii) of Companies (Accounts) Rules, 2014, as amended,
do not arise.

x. There are no agreements entered into by the shareholders,
promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the listed
entity or of its holding, subsidiary or associate company,
among themselves or with the listed entity or with a third
party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the
management or control of the listed entity or impose any
restriction or create any liability upon the listed entity as on
the date of notification of clause 5A to Para A of Part A of
Schedule III of Listing Regulations.

xi. During the year under review, none of the auditors have
reported any instances of fraud committed against the
Company as required to be reported under Section 143 (12)
of the Act.

Acknowledgement

Your Directors would like to express their sincere appreciation
for the assistance and co-operation received from the financial
institutions, banks, government authorities, customers, vendors
and members during the year under review. Your Directors also
wish to place on record their deep sense of appreciation for
the committed services by the Company's executives, staff and
workers.

On behalf of the Board
For Ramkrishna Forgings LimitedNaresh Jalan Chaitanya Jalan

Place: Kolkata Managing Director Whole-time Director

Dated: 1 May, 2026 (DIN: 00375462) (DIN: 07540301)

1

Ramkrishna Titagarh Rail Wheels Limited has been consolidated under Equity Method in the Consolidated Financial Statements (CFS)
of the Company as it qualifies as a joint arrangement under Indian Accounting Standard (Ind AS) 28.

# It has not yet started its commercial production.