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ramkrishna forgings Ltd. — Capital/Financing Update 2025
Dec 23, 2025
61233_rns_2025-12-23_56954cdc-6106-49c3-a884-37d549f16ab9.pdf
Capital/Financing Update
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Date: 23 December, 2025
| To The Listing Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 BSE SCRIP CODE: 532527 |
To The Listing Department National Stock Exchange of India Limited “Exchange Plaza” C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai- 400 051 NSE SYMBOL: RKFORGE |
|---|---|
Dear Sir/Madam,
Sub: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
This is further to our letter dated 17 November, 2025, submitting the Notice of Extra Ordinary General Meeting of the Members of the Company to be held on Friday, 12 December, 2025 at 11:30 AM (I.S.T) through Video Conferencing/Other Audio-Visual Means (VC/OAVM).
Subsequent to the issuance of the EGM Notice and pursuant to the applications filed by the Company for obtaining in-principle approval from BSE Limited and the National Stock Exchange of India Limited (“Stock Exchanges”) in respect of Item No. 1 of the EGM Notice (i.e. Issuance of upto 34,00,000 Warrants each convertible into or exchangeable for one Equity Share of Face Value of Rs 2 each of the Company to Promoter of the Company) (“Preferential Issue”), The Stock Exchanges has asked the Company to provide certain clarifications/ information in respect to the Preferential Issue.
As regards Point 15 on page 14 of the EGM Notice, the revised point 15 will be read as provided in Annexure A . Further, as regards the first table in Point 6 on page 12 of the EGM Notice, the revised first table in Point 6 will be read as provided in Annexure B .
Request you to kindly take the same on record.
Thanking you.
Yours faithfully,
For Ramkrishna Forgings Limited
RAJESH Digitally signed by RAJESH MUNDH MUNDHRA Date: 2025.12.23 RA 11:58:17 +05'30'
Rajesh Mundhra Company Secretary & Compliance Officer ACS: 12991 Enclosed: As above
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REGISTERED & CORPORATE OFFICE
23 CIRCUS AVENUE, KOLKATA 700017, WEST BENGAL, INDIA
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PHONE: (+91 33)4082 0900 / 7122 0900, FAX: (+91 33)4082 0998 / 7122 0998, EMAIL: [email protected], WEB: www.ramkrishnaforgings.com
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Annexure A
15. Shareholding Pattern of the Company before and after the Preferential Issue:
| Sr. No. |
Category | Pre-Issue | Pre-Issue | Post-Issue | Post-Issue |
|---|---|---|---|---|---|
| Total No. of Equity Shares held |
% age of Shareholding |
Total No. of Equity Shares held |
% age of Shareholding |
||
| A. | Shareholding of Promoter and Promoter Group | ||||
| 1 | Indian: | ||||
| a) Individuals | |||||
| i) Chaitanya Jalan* | 30,47,900 | 1.68 | 64,47,900 | 3.48 | |
| ii) Others | 79,64,667 | 4.40 | 79,64,667 | 4.30 | |
| b) Bodies Corporate | 0.00 | 0.00 | |||
| i) Riddhi Portfolio Private Limited# | 6,05,57,039 | 33.45 | 6,15,32,039 | 33.19 | |
| ii) Ramkrishna Rail and Infrastructure Private Limited $ |
65,00,000 | 3.59 | 65,00,000 | 3.51 | |
| Total Shareholding of Promoter and Promoter Group (A) |
7,80,69,606 | 43.13 | 8,24,44,606 | 44.47 | |
| B. | Non-Promoters’ / Public Shareholding: | ||||
| 1 | Institutions: | ||||
| a) Mutual Funds | 17,53,356 | 0.97 | 17,53,356 | 0.95 | |
| b) Alternative Investment Funds | 26,39,611 | 1.46 | 26,39,611 | 1.42 | |
| c) Financial Institution/ Banks | - | 0.00 | - | 0.00 | |
| d) Insurance Companies | 28,91,241 | 1.60 | 28,91,241 | 1.56 | |
| e) NBFC Registered with RBI | 1,110 | 0.00 | 1,110 | 0.00 | |
| f) Foreign Portfolio Investors Category I | 3,56,78,697 | 19.71 | 3,56,78,697 | 19.24 | |
| g) Foreign Portfolio Investors Category II | 31,03,436 | 1.71 | 31,03,436 | 1.67 | |
| h) Any other | - | 0.00 | - | ||
| Sub-Total (B1) | 4,60,67,451 | 25.45 | 4,60,67,451 | 24.85 | |
| 2 | Central Government/State Government(s)/President of India |
- | - | - | |
| Shareholding by Companies or Bodies Corporate where Central / State Government is a promoter |
- | - | - | ||
| Sub-Total (B2) | - | - | - | ||
| 3 | Non-Institutions: | ||||
| a) Key Managerial Personnel | 1,30,562 | 0.07 | 1,30,562 | 0.07 |
RAJESH Digitally signed by RAJESH MUNDHR MUNDHRA Date: 2025.12.23 A 11:59:03 +05'30'
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REGISTERED & CORPORATE OFFICE
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23 CIRCUS AVENUE, KOLKATA 700017, WEST BENGAL, INDIA
PHONE: (+91 33)4082 0900 / 7122 0900, FAX: (+91 33)4082 0998 / 7122 0998, EMAIL: [email protected], WEB: www.ramkrishnaforgings.com
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| b) Investor Education and Protection Fund (IEPF) |
17,290 | 0.01 | 17,290 | 0.01 | |
|---|---|---|---|---|---|
| c) Individual | 3,83,63,561 | 21.19 | 3,83,63,561 | 20.69 | |
| d) NRI | 9,13,839 | 0.50 | 9,13,839 | 0.49 | |
| e) Bodies Corporate | 1,61,13,377 | 8.90 | 1,61,13,377 | 8.69 | |
| f) Foreign Nationals | - | 0.00 | - | 0.00 | |
| f) Any other | 0.00 | 0.00 | |||
| i) Clearing Members | - | 0.00 | - | 0.00 | |
| ii) HUF | 10,82,618 | 0.60 | 10,82,618 | 0.58 | |
| iiii)Trusts | 50,775 | 0.03 | 50,775 | 0.03 | |
| Sub-Total (B3) | 5,66,72,022 | 31.31 | 5,66,72,022 | 30.57 | |
| Total Public Shareholding (B)=(B1)+(B2)+(B3) |
10,27,39,473 | 56.75 | 10,27,39,473 | 55.41 | |
| C. | Employee Benefit Trust (under SEBI (Share based employee Benefit) Regulations, 2014 (C) |
2,21,525 | 0.12 | 2,21,525 | 0.12 |
| GRAND TOTAL (A) + (B) + (C) | 18,10,30,604 | 100.00 | 18,54,05,604 | 100.00 |
#The holding of Riddhi Portfolio Private Limited includes 9,75,000 warrants allotted on 14 August, 2025 assuming full conversion of the same into Equity Shares in the Post Issue Shareholding pattern.
*The Post Issue Shareholding Pattern in the above table has been prepared with Pre-Issue-Shareholding as on 7 November, 2025, on the basis that the Proposed Allottees would subscribe to all the Warrants and have been allotted all the Equity Shares of ₹ 2 each upon conversion of Warrants.
In the event for any reason, the Proposed Allottee does not or is unable to subscribe to and/or is not allotted the Equity Shares, the shareholding pattern in the above table would undergo corresponding changes.
It is further assumed that the shareholding of the Company in all other categories will remain unchanged.
$ Ramkrishna Rail Infrastructure Private Limited (RRIPL), a member of the “Promoter Group”, is holding 65,00,000 Equity Shares (3.57%) of Ramkrishna Forgings Limited. The Board of Directors of Ramkrishna Forgings Limited have approved vide resolution dated 12 November 2025 the reclassification of RRIPL from “Promoter Group” category to “Public’ Category” shareholder subject to the approval of the Stock Exchanges, shareholders and such other approvals/confirmations/consents as may be necessary in terms of the SEBI LODR Regulations.
RAJESH Digitally signed by RAJESH MUNDH MUNDHRA Date: 2025.12.23 RA 11:59:19 +05'30'
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REGISTERED & CORPORATE OFFICE
23 CIRCUS AVENUE, KOLKATA 700017, WEST BENGAL, INDIA
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PHONE: (+91 33)4082 0900 / 7122 0900, FAX: (+91 33)4082 0998 / 7122 0998, EMAIL: [email protected], WEB: www.ramkrishnaforgings.com
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Annexure B
6. Utilization of Issue Proceeds:
Given that the funds to be received against Warrant conversion will be in tranches and the quantum of funds required on different dates may vary, therefore, the use of the Issue Proceeds for the above Objects is set out herein below:
| Sr. No |
Particulars | Total estimated amount to be utilised for each of the Objects (₹ in Crores) |
Tentative Timeline for Utilization of Issue Proceeds from the date of receipt of funds |
|---|---|---|---|
| 1. | DebtRepayment | 149.94 | Within a maximum period of 24 (twenty-four) months from receipt of funds |
| 2. | GeneralCorporatePurposes | 49.98 | |
| Total | 199.92 |
For Ramkrishna Forgings Limited
RAJESH Digitally signed by RAJESH MUNDH MUNDHRA Date: RA 2025.12.23 11:59:36 +05'30'
Rajesh Mundhra Company Secretary & Compliance Officer ACS: 12991
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REGISTERED & CORPORATE OFFICE
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23 CIRCUS AVENUE, KOLKATA 700017, WEST BENGAL, INDIA
PHONE: (+91 33)4082 0900 / 7122 0900, FAX: (+91 33)4082 0998 / 7122 0998, EMAIL: [email protected], WEB: www.ramkrishnaforgings.com