Your Directors are pleased to present the 43^rd Annual Report of the Company together with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended 31 March, 2025.

Financial Highlights 2024-25 (Amount ' in Lakhs)

State of Company's Affairs
Financial Performance

• Revenue from operations increased by 3.86% from
' 3,49,933.17 lakhs in FY 2023-24 to ' 3,63,429.92 lakhs
in FY 2024-25.

• Export sales decreased by 0.05 % from ' 1,48,289.85
lakhs in FY 2023-24 to ' 1,48,209.02 lakhs in FY 2024¬
25.

• EBIDTA decreased by 20.29% from ' 76,632.07 lakhs in
FY 2023-24 to ' 61,085.75 lakhs in FY 2024-25.

• PAT showed an increase of 46.62% from ' 27,404.73
lakhs in FY 2023-24 to ' 40,182.01 lakhs in FY 2024-25.

Market Scenario

The Production of Commercial Vehicle (CV) sales in India
decreased by 3.27% to 10,32,645 units in Financial Year
2024-25 as against 10,67,504 units in Financial Year
2023-24.

The Medium & Heavy Commercial Vehicle (M&HCV)
segment production volumes increased by 0.04% from
3,93,463 vehicles in Financial Year 2023-24 to 3,93,619
vehicles in Financial Year 2024-25. The sales of M&HCV
decreased by 0.05% from 3,74,012 vehicles in Financial Year
2023-24 to 3,73,819 vehicles in Financial Year 2024-25. The

exports of the M&HCV vehicles increased by 27.58 % from
18,225 vehicles in Financial Year 2023-24 to 23,251 vehicles
in 2023-24.

Operational Highlights
Forgings and Machining Facility

The Company derives the major share of its revenues
from the Commercial Vehicle segment. Your Company
produced 47,352 tons of forgings from this facility during
the year under review as compared to 49,054 tons last year
registering a decrease of about 3.47%. The Company has
made 194 new product development this 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 57 new product development in
the CNC Turning, 56 new development in Gear cutting and
22 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 32,541 tons of Ring Roll
products during the year as compared to 32,533 tons last
year.

The Company has developed 18 new products during the
year out of which 14 products are machined.

Press Facility

During the year the Company has achieved a production
of 1,16,130 tons of forgings from this facility as compared
to 1,05,558 tons last year thus registering an increase of
10.02%. The Company has achieved an average capacity
utilisation of around 58.50 % during the year.

The Company has developed 260 new products during the
year out of which 117 products are machined.

Future Outlook

The Indian commercial vehicle sector presents promising
prospects, primarily driven by the government's ongoing
emphasis on infrastructure development and connectivity.
The expansion of national highways, freight corridors,
and logistics parks is expected to generate sustained
demand for the transportation of goods and materials.
Furthermore, the projected economic growth and the
consequent increase in industrial and agricultural output
will necessitate a robust transportation network, thereby
further enhancing the demand for commercial vehicles
across all segments.

The India Commercial Vehicles Market size is estimated
at US$ 51.09 billion in 2025, and is expected to reach US$
62.95 billion by 2029, growing at a CAGR of 5.36% during
the forecast period 2025-2029.

The cyclical replacement of the ageing vehicle fleet,
in conjunction with the emergence of evolving
emission regulations and a burgeoning preference for
technologically advanced and fuel-efficient vehicles, will
significantly contribute to future growth.

CRISIL Ratings forecasts a rebound in the Indian CV
industry, with domestic sales volumes expected to
grow by 3-5% in FY2026 potentially reaching the pre¬
pandemic peak of 1 million units. This recovery is driven by

infrastructure growth, a strong vehicle replacement cycle,
and government initiatives like the PM-eBus Sewa scheme

US Truck Sector

Despite the challenges, the U.S. market for Class 8 trucks
and buses in CY 24 continued to show robust performance,
signalling strength in both freight movement and public
transportation infrastructure. Class 8 trucks, which include
the heaviest-duty vehicles on the road such as long-haul
tractor-trailers, are essential to the nation's supply chain,
while buses, especially transit and school buses, play a
critical role in sustainable urban mobility.

The total net orders for Class 8 vehicles in 2024 increased
by 11% year-over-year, slightly exceeding replacement
demand levels with an average of 23,323 net orders per
month. The full-year total for Class 8 orders amounted
to 279,872 units. The uptick was primarily driven by
the demand for heavy-duty trucks associated with
infrastructure investments.

The broader U.S. commercial vehicles market (encompassing
both trucks and buses) was evaluated at US$213.35 billion
in 2024 and is projected to maintain its upward trajectory,
increasing from US$223.19 billion in 2025 to an estimated
US$ 364.99 billion by 2034, illustrating a steady CAGR of
6.80%.

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 ' 1,40,764.61 lakhs is proposed to be carried
over to Balance Sheet as retained earnings.

Dividend

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

The Register of Members and the Share Transfer books
of the Company will remain closed from, 13 September,
2025 (Saturday) to 20 September, 2025 (Saturday)
(both days inclusive) for the purpose of Annual General
Meeting.

The Dividend distribution policy is available on the
website of the Company at the following link https://
ramkrishnaforgings.com/wp-content/uploads/2023/04/
dividend-distribution-policy.pdf

Share Capital
Authorised Share Capital

The Authorised Share Capital of the Company at the end
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 by Hon'ble NCLT, Kolkata dated approved on
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 Ramkrishna Forgings Limited, 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 of the Ramkrishna Forgings Limited with effect
from Effective Date.

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 ' 3,615.52 lakhs consisting of
18,07,76,179 Equity shares of face value of ' 2/- each.
During the financial year 2024-25, the Company has
allotted:

(i) 52,460 Equity shares of face value of ' 2/- each under
the Ramkrishna Forgings Limited - Employee Stock
Option Plan 2015 ('RKFL ESOP Scheme 2015') on 24
October, 2024.

(ii) 2,01,965 Equity shares of face value of ' 2/- each under
the Ramkrishna Forgings Limited - Employee Stock
Option Plan 2023 ('RKF Limited Employee Stock Option
Scheme 2023') on 17 January, 2025.

As a result of the above allotment the Paid-up Share Capital
of the Company as at the end of the financial year increased
to ' 3,620.61 lakhs consisting of 18,10,30,604 Equity shares
of face value of ' 2/- each.

Employees Stock Option Scheme

i) RKFL ESOP Scheme 2015

The Company has an ESOP Scheme titled Ramkrishna

Forgings Limited - Employee Stock Option Plan 2015
(RKFL ESOP Scheme 2015) for the grant upto 35,00,000
stock option of ' 2/- each (i.e 7,00,000 stock option of
' 10/- each), in one or more tranches, to its permanent
employees working in India and Whole-time Directors
of the Company (employees). RKFL ESOP Scheme 2015
provides an 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 are eligible to receive one fully
paid-up equity share of ' 2/- against each option.

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

Further, 24,045 ESOPs of ' 2/- each of RKFL ESOP
Scheme 2015 have been forfeited/cancelled during the
financial year 2024-25.

There are 39,170 options of ' 2/- each which are
outstanding as on 31 March, 2025.

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/wp-
content/uploads/2025/06/ESOP-Report-FY-2024-25.
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

During the period under review the Company has
obtained consent of the shareholders of the Company
at the 41^st Annual General Meeting held on 16
September, 2023 and respective approvals of BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE) for implementation of RKF Limited
Employee Stock Option Scheme 2023.

Nomination and Remuneration Committee at its
meeting held on 16 January, 2025, has approved the
grant of 3,051 ESOPs at an exercise price of ' 687/- per
option to the eligible employee of the Company.

During the year under review, based on the performance
matrix of the eligible employees, the Nomination and
Remuneration Committee at its meeting held on 5
March, 2025 vested 1,72,737 Employee Stock Options
of face value of ' 2/- each to eligible employees under
the "RKF Limited Employee Stock Option Scheme
2023".

No ESOP under RKF Limited Employee Stock Option
Scheme 2023 have been forfeited/cancelled during the
financial year 2024-25.

There are 7,47,070 ESOPs of ' 2/- each which are
outstanding as on 31 March, 2025.

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/wp-content/
uploads/2025/06/ESOP-Report-FY-2024-25.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

The Credit facilities of the Company continued to be
rated for the financial year 2024-25 from ICRA Limited,
India Ratings & CRISIL Ratings Limited.

ICRA Limited has upgraded the credit rating of the
Company for its long term facilities from [ICRA] A
(Positive Outlook) to [ICRA] AA- ( Stable outlook) and
for its short term facilities from [ICRA] A1 to [ICRA] A1 .

CRISIL Ratings Limited has assigned the credit rating
to Company's Long term facilities at CRISIL AA (Stable
outlook) and short term facilities at CRISIL A1 .

India Ratings & Research has upgraded the credit rating
in April, 2025 for Company's Fund Based Bank facilities
at IND AA (Stable outlook) and for Non-Fund Based
Bank Facilities at IND A1 .

Details of Directors and Key Managerial Personnel

(A) Appointment/Reappointment of Directors

During the financial year 2024-25, Mr. Milesh
Gandhi (DIN: 07436442) was appointed as a Whole¬
time Director of the Company, liable to retire by
rotation, for a period of five (5) consecutive years
with effect from 21 June 2024 to 20 June, 2029 by
means of passing Ordinary Resolution at the 42^nd
Annual General Meeting of the Company held on
31 August, 2024.

During the financial year 2024-25, Mrs. Sucharita
Basu De (DIN:06921540), was appointed as a Non¬
Executive Women Independent Director, not
liable to retire by rotation for a period of five (5)
consecutive years with effect from 17 January, 2025
to 16 January, 2030 by means of passing of Special
Resolution through Postal ballot, which was passed
with requisite majority on 28 February, 2025.

(B) Statement on Declaration given by Independent
Directors under Sub-Section (7) 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 Obligations and Disclosure
Requirements) Regulations, 2015.

None of the Directors of the Company are
disqualified for being appointed as Directors,
as specified in Section 164(2) of the Companies
Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules
2014 as per the declaration received from the
Directors.

(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 about the financials of the
Company. They are also provided presentations
about the business and operations of the Company.
The Directors are also updated on the changes in
relevant corporate laws relating to their roles and
responsibilities as Directors.

The details of programmes imparted by the
Company during the year pursuant to Regulation

25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 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 available on the website of the Company at the
link: https://ramkrishnaforgings.com/wp-content/
uploads/2025/04/Director-Familiarization-
Programme-FY-2024-25.pdf

(D) Resignation of Director during the year

During the financial year ended 31 March, 2025,
none of the Directors have resigned from the
Directorship of the Company.

During the period under review Mr. Amitabha Guha
(DIN: 02836707), has ceased to be an Independent
Director of the Company upon completion of his
second term as an Independent Director w.e.f the
close of business hours on 13 August, 2024. The
Board places on record its deep appreciation for
the contributions of Mr. Amitabha Guha during his
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. Naresh Jalan, Managing Director
(DIN:00375462) and Mr. Lalit Kumar Khetan,
Whole-time Director (DIN:00533671) retires by
rotation and being eligible, offered themselves
for reappointment at the ensuing Annual General
Meeting. His 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
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 Key Managerial Personnel of the Company are
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 and Mr. Rajesh
Mundhra, Company Secretary. The Company
Secretary also act as a Compliance Officer of the
Company.

During the financial year ended 31 March 2025,
Mr. Milesh Gandhi has been appointed as a Whole¬
time Director of the Company with effect from 21
June, 2024.

Remuneration Policy

The Company has in place a policy on Directors'
and Senior Management appointment and
remuneration, including the criteriafor 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 Obligations and
Disclosure Requirements) Regulations, 2015.

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 2024-25, due to
inadequacy of profits, the Company has paid
remuneration of ' 131.52 Lakhs to Mr. Naresh Jalan,
Managing Director and ' 311.48 Lakhs to Mr. Lalit
Kumar Khetan, Whole-time Director & CFO in excess
of the prescribed limits under Section 197, 198 and
other applicable provisions read with Schedule V
of the Companies Act, 2013 which are recoverable,
subject to approval of the shareholders of the
Company at the 43rd Annual General Meeting
in accordance with the Companies Act 2013 and
forms part of the Notice of the AGM.

During the Financial Year 2024-25, upon
recommendation of Nomination and Remuneration
Committee and Board of Directors at its respective
meeting held on 31 May, 2025, it is proposed to
make a payment of Commission of ' 100 Lakhs to Mr.
Chaitanya Jalan, ' 60 Lakhs to Mr. Lalit Kumar Khetan,
' 40 Lakhs to Mr. Milesh Gandhi and ' 10 Lakhs each
to Mr. Sandipan Chakravortty, Mr. Partha Sarathi
Bhattacharyya, Mrs. Rekha Bagry, Mr. Sanjay Kothari
and Mr. Ranaveer Sinha, Independent Directors. On
account of inadequacy of the profits in accordance
with Section 197, 198 and other applicable provisions
read with Schedule V of the Companies Act, 2013,
the excess remuneration as above mentioned, will
be paid subject to approval of the shareholders of
the Company at the 43^rd Annual General Meeting in
accordance with the Companies Act 2013 and forms
part of the Notice of the AGM.

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

Pursuant to the provisions of Section 134(3)(p)
and other applicable provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015,
annual evaluation of the performance of the Board,
its Committees and of individual Director was
done.

The evaluation of performance for the Financial
Year 2024-25 was carried out through structured
questionnaires (based on various aspects
of the Board's functioning, composition, its
committees, culture, governance, execution and
performance of statutory duties and obligations).
The questionnaire covers all aspects prescribed
by SEBI vide its circular no. SEBI/HO/CFD/CMD/
CIR/P/2017/004 dated 5^th January, 2017.

Further, the Nomination and Remuneration
Committee in terms of Section 178(2) of the
Companies Act, 2013, also carried out evaluation
of every Director's performance including
Independent Directors. The performance
evaluation of the Independent Directors was also
carried out by the entire Board (excluding the
Director being evaluated).

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 19
February, 2025.

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

Directors' Responsibility Statement

Pursuant to the requirement under Section 134(5)
of the Companies Act, 2013, with respect to
Director's Responsibility Statement, it is hereby
confirmed that:

i) in the preparation of annual accounts for
the year ended 31 March 2025, applicable
accounting standards have been followed and
there are no material departures;

ii) the Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are

reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
at the end of the financial year 2024-25 and of
the profit of the Company for that period;

iii) the Directors have taken proper and sufficient
care for maintenance of adequate accounting
records in accordance with the provisions of
the Companies Act, 2013 for safeguarding the
assets of your Company and for preventing
and detecting fraud and other irregularities;

iv) they have prepared the annual accounts for
financial year 2024-25 on a going concern
basis;

v) the Directors have laid down internal financial
controls to be followed by the Company and
such internal financial controls are adequate
and are operating effectively;

vi) the Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

Subsidiaries

The Company have 5 (Five) Wholly-owned

Subsidiaries as given below:

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

2. Multitech Auto Private Limited (CIN:
U34102WB2004PTC215505)

(Mal Metalliks Private Limited (CIN:
U27109WB2005PTC102386) is a Subsidiary of
Multitech Auto Private Limited and Step down
Subsidiary of the Company).

3. Ramkrishna Forgings LLC, USA

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

5. Ramkrishna Titagarh Rail Wheels Limited

(It has been consolidated as a Joint Venture 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).

A brief highlight of the consolidated performance and its contribution to the overall performance of the Company for the
financial year 2024-25 is as below:

1) (' in Lakhs)

* Ramkrishna Titagarh Rail Wheels Limited has been consolidated as a Joint Venture 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.

Pursuant to Section 129(3) 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 Obligations and Disclosure Requirements)
Regulations, 2015, as amended, the consolidated financial
statements of the Company and its subsidiaries 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 subsidiary are available at our website at
http://www.ramkrishnaforgings.com
In addition the financial data of the subsidiary has been
furnished under note. 45 of the Consolidated Financial
Statements and forms part of this Annual Report.

The annual accounts of the Subsidiary and other related
detailed information have been kept at the Registered
office of the Company and also at the Registered office of
the Subsidiary Company 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.
Your Company does not have a Material Subsidiary.

Your Company does not have any Associate Company.
During the financial year ended 31 March, 2025, the
following Companies ceased to remain Wholly-owned
Subsidiaries of the Company:

i) Globe All India Services Limited (CIN:
U63040WB1994PLC062139) -

The Company has divested 100% shareholding held in
Globe All India Services Limited, Wholly-owned Subsidiary
on 11 September, 2024 and accordingly it ceased to be
Wholly-owned subsidiary of the Company with effect from
close of business hours 11 September, 2024.

ii) ACIL Limited (CIN: U34300DL1997PLC086695) -

The Hon'ble National Company Law Tribunal, Kolkata vide
its order dated 27 March, 2025 has approved the Scheme of
Amalgamation of ACIL Limited (Wholly-owned Subsidiary)
with the Ramkrishna Forgings Limited (Company) and
accordingly it ceased to be Wholly-owned Subsidiary of the
Company.

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, Joint Ventures and Associates pursuant to first-
proviso to sub-section (3) of section 129 of the Companies
Act 2013 forms part of this Report as "Annexure - A".

Auditors

Statutory Auditors

S. R. Batliboi & Co., LLP, Chartered Accountants, (Firm
Registration No. 301003E/E300005), Statutory Auditors
were 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., Chartered Accountants, (Firm Registration
No. 003333C), Joint Statutory Auditors were 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 report of the statutory auditors contains qualification
as mentioned under the heading "Basis for Qualified
Opinion". The Auditors have not expressed an opinion
on the Internal Financial Controls with reference to the
Standalone and Consolidated Financial Statements for the
year ended 31 March, 2025.

The same has been adequately explained in note no. 47
to the Standalone Financial Statements and note no. 50 to
the Consolidated Financial Statements for the year ended
31 March, 2025 which are self-explanatory and hence do
not call for any further comments under Section 134 of the
Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board of Directors had appointed MKB &
Associates, Company Secretaries in Practice (Firm Reg.
No. P2010WB042700), to conduct Secretarial Audit of the
Company for the Financial Year 2024-25. The Secretarial
Audit Report for the financial year ended 31 March, 2025 is
given in "Annexure - B" which is annexed hereto and forms
part of Directors' Report.

The Secretarial Audit Report for the Financial Year 2024-25
does not contain any qualification, reservation or adverse
remark.

The Company has undertaken an Annual Secretarial
Compliance Audit for the Financial Year 2024-25 pursuant
to Regulation 24A (2) of the SEBI Listing Regulations. The
Annual Secretarial Compliance Report for the financial year
ended 31 March, 2025 has been submitted to the Stock
Exchanges and the said report may be accessed on the
Company's website at the link https://ramkrishnaforgings.
com/secretarial-compliance-report/.

Pursuant to the provisions of Section 204 of the Act
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and Regulation
24A of the SEBI Listing Regulations and based on the
recommendation of the Audit Committee, the Board of
Directors at its meeting held on 30 May, 2025, appointed
MKB & Associates, Company Secretaries in Practice (Firm
Reg. No. P2010WB042700) as Secretarial Auditor for a term
of five consecutive years commencing from Financial Year
2025-26, subject to the approval of the shareholders at
the ensuing AGM of the Company and forms part of the
Notice of the Annual General Meeting. The Company has
received the necessary consent from MKB & Associates to
act as the Secretarial Auditor of the Company along with
the certificate confirming that his appointment would be
within the applicable limits.

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
(Membership no. 42734/FRN: 004819), the Cost Auditor
of the Company submitted the Cost Audit Report for the
Financial Year 2023-24 within the time limit prescribed
under the Act and Rules made thereunder.

During the Period under review, pursuant to Section 148 of
the Act read with the Rules framed thereunder, the Board
has appointed Bijay Kumar & Co., Cost and Management
Accountants, to conduct an audit of the cost records of the
Company for the Financial Year 2024-25.

In terms of Section 148 (3) and other applicable provisions
of the Companies Act, 2013, the Board of Directors
at its meeting held on 30th May, 2025 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
2025-26. The Company has received the necessary consent
from Bijay Kumar & Co. to act as the Cost Auditor of the
Company for the Financial Year 2025-26 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 2025-26 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 Cost Auditor is included in the Notice

convening the ensuing AGM of the Company

Risk Management

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.
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,
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 and this 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 on the website of the Company at the link: https://
ramkrishnaforgings.com/wp-content/uploads/2024/03/
CSR-policv-amended-on-21st-Julv-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 Obligations and Disclosure Requirements)
Regulations, 2015, 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.

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 2024-25 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 Obligations and Disclosure
Requirements) Regulations, 2015 with the Stock Exchange
in India is presented in a 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 Obligations and Disclosure Requirements)
Regulations, 2015 is presented in a 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
Obligations and Disclosure Requirements) Regulations,
2015, 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 2024-25 as required
pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations is available on the Company's website and can
be accessed at https://ramkrishnaforgings.com/wp-content/
uploads/2024/08/business-responsibility-sustainability-
report-fy-2024-25.pdf.

Disclosures

a) Meetings of Board of Directors

During the year under review, 6 (Six) 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 prescribed under the statutory laws 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 19 February, 2025. 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.

d) Particulars of Loans, Guarantees & Investments

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. 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) ofthe Companies Act, 2013 the draft copy
of the annual return for the F.Y. 2024-25 is uploaded on the
website of the Company https://ramkrishnaforgings.com/
wp-content/uploads/2025/07/Annual-Return-for-the-
Financial-Year-2024-25.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) Whistle Blower Mechanism

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 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 amounts 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.

Accordingly, during the Financial Year 2024-25, the Company has transferred an unpaid & unclaimed dividend of
' 32,500/-. Further, the Company has transferred 1,125 unclaimed shares during the Financial Year 2024-25 to the IEPF
Authority. The details are provided at the website of the Company at the following link:

i) https://ramkrishnaforgings.com/wp-content/uploads/2024/04/Unpaid-Dividend-Register-FY-2016-17.pdf

ii) https://ramkrishnaforgings.com/wp-content/uploads/2025/04/Unclaimed-Shares-from-FY-2016-17-transferred-
to-the-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 transferred

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 Auditors noted that during the course of the
ongoing physical verification of inventories (being
conducted by the management and observed by the
Firm), it was discovered that there is a discrepancy in
Inventory and requested to appoint an independent
external agency for further fact-finding into the
recording of production / WIP quantity of inventories
and subsequent movement thereof for the period from
1 April, 2024 to 31 March, 2025. They further requested
to provide to the Statutory Auditors as per the timelines
mentioned in Section 143(12) of the Companies Act,
2013 and rules prescribed thereunder the report of the
independent external agency.

Based on review of the final report of the Independent
External Agency when received, the Audit Committee
and the Board shall provide reply/observation to the
Auditor within the timelines prescribed under the
applicable law.

Disclosure under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
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 an Internal Complaint Committee
pursuant to Section 4 of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder.
During the Financial Year 2024-25, the Committee had
submitted its Annual Report to the Board as prescribed
in the said Act and there was no complaint as regards
sexual harassment received by the Committee during
the financial year.

Details of Complaints received and redressed during
the Financial Year 2024-25 are as follows:

a) Number of complaints outstanding at the
beginning of Financial Year - Nil

b) Number of complaints filed during the Financial
Year - Nil

c) Number of complaints disposed of during the
Financial Year - Nil

d) Number of complaints pending as on end of the
Financial 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

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, 2025 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. The Company has not revised any of its financial
statements or reports except for the financial
statement pertaining to the Financial Year 31
March, 2024 on account of finding of the Interim
Joint Fact-Finding Report of the Independent
External Agencies on account of discrepancy
in the inventory and merger of ACIL Limited &
Wholly-owned Subsidiary with the Company w.e.f
19 February 2024

vii. During the year neither the Managing Director
nor the Whole-time Directors of the Company,
received any remuneration or commission from
any of its subsidiaries except Mr. Chaitanya Jalan
(DIN: 07540301) and Mr. Lalit Kumar Khetan (DIN:
00533671), Whole-time Directors of the Company,
who have received remuneration from Globe All
India Services Limited, Wholly-owned Subsidiary
of the Company till 10 September, 2024.

viii. During the year under review, no application has
been made 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. The Company has complied with the applicable
Secretarial Standards issued by Institute of
Company Secretaries of India.

xi. 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.

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 Limited

Place: Kolkata Naresh Jalan Chaitanya Jalan

Dated: 31 May, 2025 Managing Director Whole-time Director

(DIN: 00375462) (DIN: 07540301)