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ramkrishna forgings Ltd. Proxy Solicitation & Information Statement 2026

Mar 28, 2026

61233_rns_2026-03-28_b0eaa053-5005-4572-ac9c-5422de82d49a.pdf

Proxy Solicitation & Information Statement

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Date: March 28, 2026

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 (East)
Mumbai 400 051
NSE SYMBOL: RKFORGE

Dear Sir/Madam,

Sub: Disclosure under Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015 ”): Postal Ballot Notice

In continuation of our earlier intimation dated March 27, 2026 and pursuant to Regulation 30 of the SEBI(LODR) Regulations, 2015, we enclose herewith a copy of the Postal Ballot Notice dated March 27, 2026 along with the Explanatory Statement (“ Postal Ballot Notice ”), seeking approval of the Members, by way of a Special Resolution (through remote e-voting), for the appointment of Mr. Chetan Rameshchandra Desai (DIN 03595319) as a NonExecutive Independent Director of the Company.

In compliance with the applicable circulars issued the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI), this Postal Ballot Notice has been sent today i.e. March 28, 2026, only through electronic mode to all the Members, whose names appear on the Register of Members/ list of Beneficial Owners, as received from National Securities Depository Limited and Central Depository Services (India) Limited, as on the close of business hours of Friday, March 20, 2026 (Cut-Off Date) and whose e-mail addresses are registered with the Company/ Registrar and Share transfer agent/ Depositories/ Depository Participants. Please note that physical copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope are not being sent to the Members for this Postal Ballot.

The Company has engaged the services of KFin Technologies Limited for providing remote e-voting facility to the Members. The details of e-voting are as under:

E-voting starts on Sunday, March 29, 2026, at 09:00 A.M (I.S.T.)
E-voting ends on Monday, April 27, 2026, at 05:00 P.M(I.S.T.)

The instructions for remote e-voting are provided in the Postal Ballot Notice. The results of postal ballot will be declared by the Company on or before Wednesday, April 29, 2026.

The Postal Ballot Notice is also being made available on the website of the Company at www.ramkrishnaforgings.com.

We request you to kindly take the abovementioned information on record.

Thanking you,

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Yours faithfully

For Ramkrishna Forgings limited

RAJESH Digitally signed by RAJESH MUNDHRA MUNDHRA Date: 2026.03.28 11:14:25 +05'30' Rajesh Mundhra Company Secretary & Compliance Officer ACS: 12991 Encl: 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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RAMKRISHNA FORGINGS LIMITED

CIN No: L74210WB1981PLC034281

23, CIRCUS AVENUE, KOLKATA-700017 Phone: 033-7122 0900

Email- [email protected] Website: www.ramkrishnaforgings.com

POSTAL BALLOT NOTICE

[Notice pursuant to Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

E-voting starts on Sunday, March 29, 2026, at 09:00 A.M (I.S.T.) E-voting ends on Monday, April 27, 2026, at 05:00 P.M (I.S.T.)

Dear Member(s),

Notice is hereby given pursuant to and in compliance with the provisions of Sections 108 and 110 and other applicable provisions, if any, of the Companies Act, 2013 (the “Act” ) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI (LODR) Regulations 2015” ), Secretarial Standard on General Meetings (SS 2) issued by the Institute of Company Secretaries of India (ICSI), (including any statutory modification or re-enactment thereof for the time being in force and each as amended from time to time) read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020 and subsequent circulars issued in this regard, the latest being 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (hereinafter collectively referred to as “ MCA Circulars ”) and pursuant to other applicable laws and regulations, it is sought to pass the proposed resolution as set out hereinafter through postal ballot only by way of remote e-voting process (“ remote E-voting ”).

The Explanatory Statement pursuant to Section 102 and other applicable provisions of the Act setting out the material facts and the reasons thereof (the Statement) is annexed hereto for your consideration. This Notice along with the Statement is also available on the website of the Company at www.ramkrishnaforgings.com.

In compliance with the MCA Circulars, the Postal Ballot Notice is being sent through electronic mode only to those members who have registered their e-mail addresses with the Company or Depository Participant(s)/ Depository/ KFin Technologies Limited, the Company’s Registrar & Share Transfer Agent (“ KFinTech” / “ RTA” ). In accordance with the MCA Circulars, the Company has made arrangements for the members to register their e-mail addresses. Members who have not yet registered their e-mail addresses are requested to register the same by following the procedure as set out in the notes to this Postal Ballot Notice.

Further, in accordance with the MCA Circulars, members would have the option to vote only through remote E-voting and voting through physical ballot papers would not be provided. Accordingly, the Company is pleased to offer remote E-voting facility to all its members to cast their votes electronically. The Company has engaged the services of KFinTech as an agency to provide remote e-voting facility. Members are requested to read the instructions for the remote E-voting given under the Notes to this Postal Ballot Notice to cast their votes electronically.

The remote E-voting period commences from 09:00 A.M. (I.S.T) on Sunday, March 29, 2026, and ends at 05:00 P.M. (I.S.T) on Monday, April 27, 2026. Members are requested to cast their votes through the remote E-voting process not later than 5.00 P.M. (I.S.T) on Monday, April 27, 2026. Remote e-Voting will be disabled immediately thereafter.

The Board of Directors of the Company has appointed Mr. Raj Kumar Banthia (Membership No. ACS 17190) (Certificate of Practice No. 18428), Partner of MKB & Associates, Company Secretaries in Practice, Kolkata (FRN: P2010WB042700) as Scrutinizer for conducting the postal ballot through remote e-voting process in a fair and transparent manner.

The Scrutinizer will submit his/her report to Chairman or to any person authorised by him after completion of the scrutiny of remote E-voting. The results of the voting by postal ballot shall be declared by the Chairman or person authorised by him, on or before Wednesday, April, 29, 2026 at the Registered Office of the Company at 23, Circus Avenue, Kolkata – 700017 and the same along with the Scrutinizer’s Report shall be communicated to the Stock Exchange(s) where the equity shares of the Company are listed and to KFinTech and will also

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be placed on the Company’s website at www.ramkrishnaforgings.com and also will be displayed on the Notice Board of the Company at its Registered Office.

Special Business

Item No. 1:

Appointment of Mr. Chetan Rameshchandra Desai (DIN 03595319) as Non-Executive, Independent Director of the Company

To consider, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 160 of the Companies Act 2013 (the “Act” ) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Schedule IV and other applicable provisions of the Act and the rules made thereunder, and Regulation 17(1A) and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( “SEBI ( LODR) Regulations 2015” ) (including any statutory modification(s) or reenactment thereof for the time being in force), and pursuant to the provisions of the Articles of Association of the Company and based on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Chetan Rameshchandra Desai (DIN: 03595319), aged 75 years, who has given his consent to act as Non-Executive Independent Director of the Company, and submitted a declaration that he meets the criteria for appointment as an Independent Director under Section 149(6) of the Companies Act and Regulation 16(1)(b) of the SEBI (LODR) Regulation 2015 and in respect of whom the Company has received a notice in writing under Section 160(1) of the Act proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Independent Director of the Company for a term of 5 (Five) consecutive years with effect from April 29, 2026, and whose office shall not be liable to determination by retirement of directors by rotation.”

“RESOLVED FURTHER THAT the Board of Directors of the Company, or any of the Executive Directors or Chief Financial Officer or the Company Secretary of the Company, be and are hereby severally authorized to settle all such questions, difficulties or doubts whatsoever which may arise and do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to the foregoing resolution including, without limitation, issue of appointment letter to Mr. Chetan Desai, execution of all necessary documents and papers required, making necessary intimation/filings to Stock Exchanges, Registrar of Companies and/ or such other authorities as may be necessary for the said appointment.”

Place: Kolkata Date: March 27, 2026

By order of the Board For Ramkrishna Forgings Limited

Registered Ofce: Rajesh Mundhra
23 Circus Avenue Company Secretary & Compliance Ofcer
Kolkata – 700 017 ACS 12991

IMPORTANT NOTES:

  1. The Explanatory Statement pursuant to Sections 102(1) and other applicable provisions of the Act, which sets out details relating to Special Business specified in Item No.1, forms part of this Postal Ballot Notice.

  2. In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only in electronic mode, to those Members whose names appear in the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited (“ NSDL ”) and Central Depository Services (India) Limited (“ CDSL ”) as on the close of business hours of Friday, March 20, 2026 (‘Cut-Off Date’) and whose e-mail addresses are registered with the Company/ RTA/ Depositories/ Depository Participants.

  3. Members who have not registered their e-mail addresses are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, or (ii) by submitting Form ISR-1 (available on the website of the Company at www.ramkrishnforgings.com) duly filled and signed along with requisite supporting documents to KFintech at Selenium Tower B, Plot 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad- 500 032, if the shares are held in physical mode.

  4. This Postal Ballot Notice shall also be available on the website of the Company at www.ramkrishnaforgings.com and on the website of BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of KFinTech at https://evoting.kfintech.com.

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  1. Members whose names appear on the Register of Members / List of Beneficial Owners maintained by the Depositories as on the Cutoff date i.e. Friday, March 20, 2026 shall be entitled for remote e-Voting. A person who is in receipt of this Notice but is not a member on the Cut-off date should treat this Notice for information purposes only.

  2. In accordance with the MCA Circulars, Members can vote only through the remote e-voting process. Physical copies of the Postal Ballot Notice and pre-paid business reply envelopes are not being sent to shareholders for this Postal Ballot.

  3. Resolution, if passed by the members through postal ballot via remote E-Voting, shall be deemed to have been passed as if they have been passed at a General Meeting of the members and the date of passing shall be the deemed to be the last date of e-voting, i.e. Monday, April 27, 2026.

  4. The instructions for Members for remote E-voting are as under:

  5. a. In compliance with the provisions of Sections 108, 110 and other applicable provisions, if any, of the Act, read with the relevant rules made thereunder, the MCA Circulars and SEBI (LODR) Regulations 2015, the Company has extended remote E-voting facility, for its members to enable them to cast their votes electronically. The Company has engaged the services of KFinTech as an agency to provide remote e-voting facility.

  6. b. Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 09, 2020 on “e- Voting facility provided by Listed Companies”, remote e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ DPs in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their votes without having to register again with the E-Voting Service Provider (ESP) thereby not only facilitating seamless authentication but also providing ease and convenience of participating in e-Voting process.

  7. c. Shareholders are advised to update their mobile numbers and e-mail IDs with their DPs to access e-Voting facility to enable an OTP based verification for security of the e-voting system.

  8. d. The remote e-Voting period commences at 9.00 A.M. (I.S.T) on Sunday, March 29, 2026, and ends at 5.00 P.M. (I.S.T) on Monday, April 27, 2026. Remote e-Voting will be disabled by KFintech immediately thereafter.

  9. e. The voting rights of a Member/ Beneficial Owner shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date i.e. Friday, March 20, 2026 . Once the vote on a Resolution is cast by Member/ Beneficial Owner, he/she/it shall not be allowed to change it subsequently.

  10. f. Detailed instructions for remote e-Voting are mentioned below:

I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode.

I)
Login met
hod for remote e-Voting for Individual shareholders holding securities in demat mode.
Type of
shareholders
LoginMethod
Individual
Shareholders
holding
securities in
demat mode
with NSDL
A. Members already registered for NSDL IdeAS facility:
i)
Please visit the e-Services website of NSDLby typing the following URL: https://eservices.nsdl.com
ii) Oncethe home page of e-Services is launched, click on the “Benefcial Owner” icon under “Login” which is
available under ‘IdeAS’ section.
iii) A new screen will open and you will have to enter your User ID and Password.
iv) After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under
Value Added Servicesand you will be able to see e-Voting page. Click on company name:‘Ramkrishna
Forgings Limited’ore-Voting service provider name i.e. “KFin”and you will be re-directed to e-KFintech
websitefor casting your vote during the remote e-Voting period.
B. Members not registered for NSDL IdeAS facility:
a.
Visithttps://eservices.nsdl.comfor registering for NSDL IdeAS facility
b. Click on “Register Online for IdeAS” or directly visithttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
c.
Proceed to complete the registration.
d. On completion of the registration formalities, follow the steps provided in (i) to (iv) above.
C. Members can alternatively vote through the e-voting website of NSDL in the following manner:
a. Visitthe e-Voting website of NSDL by typing the following URLat https://evoting.nsdl.com on the web browser.
b. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
c. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account
number hold with NSDL),Password/OTP and a Verifcation Code as shown on the screen.

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Type of
shareholders
LoginMethod
d. After successful authentication, you will be redirected to NSDL Depository site wherein you can see
e-Voting page.
e. Click on company name:‘Ramkrishna Forgings Limited’ore-Voting service provider name i.e.
“KFin”and you will be re-directed to e-KFintech website for casting your vote during the remote
e-Voting period.
D. Shareholders/Members can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the
QR code mentioned below for seamless voting experience.
Individual
Shareholders
holding
securities in
demat mode
with CDSL
A. Members already registered for Easi/ Easiest facility:
i)
Visitwww.cdslindia.comand login to My Easi option under Login or directly visithttps://web.
cdslindia.com/myeasitoken/Home/Login
ii) Login with your existing User ID and Password for accessing Easi / Easiest.
iii) After successful login, click on theEvotingoption. On clicking the e-voting option, an Evoting page
will open where the user will be able to see ongoing e-Voting events of companies in respect of
whom the user is eligible to cast vote.
iv) Click on eVoting link given against the company name:‘Ramkrishna Forgings Limited’and you will
be re-directed to KFintech website to cast your vote during the remote e-Voting period or alternatively,
click on the“KFin”link provided on the Evoting page and will be redirected to the KFintech website
to cast your vote during the remote e-Voting period, without any further authentication.
B. Members not registered for Easi/Easiest facility:
a. Visit CDSL websitewww.cdslindia.comand click on My Easi option for registering or directly visithttps://
web.cdslindia.com/myeasitoken/Home/EasiRegistration
b. Proceed to complete the registration.
c. On completion of the registration formality, follow the steps mentioned under (i) to (iv) above.
C. Members can alternatively vote through the e-voting website of CDSL in the following manner:
a. Visitwww.cdslindia.comand click on thee-Votingtab.
b. Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”
c. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the
demat Account.
d. Post successful authentication, user will be able to see thee-Votingoption. The e-voting option
will have links of e-voting service provider i.e., Kfntech. Click on “Kfn”or at e-voting link displayed
alongsideCompany’s Nameand you will be redirected to the KFintech website to cast your vote
duringthe remote e-Voting period,without anyfurther authentication.
Individual
Shareholders
(holding
securities
in demat
mode) login
through their
depository
participants
Members can also login using the login credentials of your demat account through your Depository
Participant (“DP”) registered with NSDL /CDSL for e-Voting facility.
1)Login to DP website. Once logged-in, you will be able to seee-Votingoption. Once you click on e-Voting
option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can
see e-Voting feature.
2)Click on option available against theCompany’s Nameor ESP – KFintech viz.“Kfn”and you will beredirected
to e-Voting website of KFintech for casting your vote during the remote e-Voting period withoutany further
authentication.

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Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding
securities in demat mode with NSDL
Members facing any technical issue during login, can contact NSDL helpdesk by sending a
request [email protected] call at toll free no.:022-4886 7000 / 1800 102 0990
Individual Shareholders holding
securities in demat mode with CDSL
Members facing any technical issue during login, can contact CDSL helpdesk by sending a
request [email protected] contact at1800 210 9911.

II) Login method for remote e-Voting for shareholders other than Individual shareholders holding securities in demat mode, and shareholders holding securities in physical mode.

  • (A) Members whose email IDs are registered with the Company/Depository Participants(s) will receive an email from KFintech, which will include details of E-Vong Event Number(‘EVEN’), User ID and Password. Members will have to follow the following steps:

    • a. Launch internet browser and go to the URL: https://evoting.kfintech.com/

    • b. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting the vote.

    • c. After entering these details appropriately, Click on “LOGIN”.

    • d. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID, etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

    • e. You need to login again with the new credentials.

    • f. On successful login, the system will prompt you to select the “EVENT” i.e., Ramkrishna Forgings Limited.

    • g. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut Off Date under “FOR/ AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but the total number in “FOR/ AGAINST” taken together should not exceed your total shareholding as mentioned hereinabove.

    • h. You may also choose the option “ABSTAIN”. If the shareholder does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head.

    • i. Shareholders holding multiple folios/demat accounts shall choose the voting process separately for each folios/demat accounts.

    • j. Remote E-voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained.

    • k. You may then cast your vote by selecting an appropriate option and click on “Submit”.

    • l. A confirmation box will be displayed. Click “OK” to confirm else “CANCEL” to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the remote E-voting period, Members can login any number of times till they have voted on the Resolution.

    • m. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for Members at https://evoting. kfintech.com/public/Faq.aspx or call KfinTech on 1-800-309-4001 (toll free).

  • (B) Members whose email IDs are not registered with the Company/Depository Participants(s), and consequently the Postal Ballot Notice and remote E-voting instructions cannot be serviced, may send an email request addressed to einward.ris@kfintech. com to provide them the Notice and the e-voting instructions along with the User ID and Password.

  • (C) In case of any queries, Members may write to [email protected] and [email protected]

  • Corporate Institutional members (i.e. other than individuals, HUF, NRI etc.) are required to send scanned certified true copy (PDF/JPG Format) of the relevant Board Resolution / Authority letter etc. together with attested specimen signature(s) of the duly authorised signatory(ies) who are authorised to vote on their behalf. The documents should be emailed to Scrutinizer at scrutinizermkb@gmail. com and to the KFintech at [email protected] with a copy marked to the Company at [email protected]

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  1. The document referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his / her / its folio number / DP ID and Client ID.

  2. The Board of Directors has appointed Mr. Raj Kumar Banthia (Membership No. ACS 17190) (Certificate of Practice No. 18428), Partner of MKB & Associates, Company Secretaries in Practice, Kolkata (FRN: P2010WB042700), as Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

  3. The Scrutinizer shall after conclusion of remote E-voting period, make consolidated Scrutinizer’s Report of the votes cast in favour or against, if any, and submit to the Chairman or to any person authorized by him, who shall countersign the same and declare the results of the e-Voting therewith.

  4. The results of the postal ballot shall be sent to the Stock Exchange(s) where the equity shares of the Company are listed and the same will be posted on the website of the Company at www.ramkrishnforgings.com and E-voting agency at https://evoting.kfintech.com and also be displayed on the Notice Board of the Company at its Registered Office at 23, Circus Avenue, Kolkata-700017

  5. Members who wish to be present at the venue at the time of declaration of the Result, may do so.

  6. Members may address their queries regarding remote E-voting to KFin Technologies Limited (E-voting Agency), at their office at Selenium Building, Tower - B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad – 500 032, Hyderabad, Rangareddy, Telangana, India or mail to [email protected] or call at toll free no. 1800-309-4001.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1

The Board of Directors at its meeting held on March 27, 2026, based on the recommendation of the Nomination and Remuneration Committee of the Board and in terms of the Articles of Association of the Company, recommended to the members, the appointment of Mr. Chetan Rameshchandra Desai (DIN 03595319), as an Independent Director of the Company, not liable to retire by rotation for a term of 5 (five) consecutive years with effect from April 29, 2026.

The Company has also received a Notice in writing from a member under section 160 of the Companies Act, 2013 (the “Act” ) proposing the candidature of Mr. Chetan Desai for the office of Director.

Mr. Chetan Desai, aged 75 years, is a Chartered Accountant with widespread experience of about 50 years in the areas of corporate governance, regulatory compliances, corporate laws, accounting, auditing and related areas. He was associated with M/s. Haribhakti & Co. LLP (“HCO”), Chartered Accountants, Mumbai, a leading accounting & strategic consulting firm in India for over 39 years and for several years had headed the audit and assurance practice of HCO. During his tenure with the HCO, apart from handling audits of large corporates, he was also involved in the areas of providing advice and expert opinions on corporate laws, accounting standards and related areas. He retired from HCO in 2018 as its Managing Partner. Since then, he has served as an Independent Director on the Boards of various companies. In his professional career of 50 years, he has dealt with various multinationals, public sector enterprises, and large corporates across multiple sectors.

The Company has received from Mr. Chetan Desai, his consent to act as Director and all statutory disclosures and declarations including the following:

  • (i) Declaration that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act;

  • (ii) Declaration confirming that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1) (b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations 2015”) ;

  • (iii) Declaration that he has not been debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or the Ministry of Corporate Affairs or any other statutory/regulatory authority.

  • (iv) Declaration that he has registered himself on the Independent Directors’ data bank maintained by the Indian Institute of Corporate Affairs.

  • (v) Declaration to the effect that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties as an Independent Director of the Company.

The Nomination and Remuneration Committee and the Board of Directors at their respective meetings have assessed the candidature of Dr. Chetan Desai and are of the view that considering the expertise, vast knowledge and varied experience of Mr. Chetan Desai, his association would be of immense benefit to the Company.

In the opinion of the Board, Mr. Chetan Desai satisfies the criteria prescribed in the Act and Rules made thereunder and SEBI (LODR) Regulations, 2015 for appointment as an Independent Director of the Company and that he is independent of the Company’s management.

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A draft letter of appointment to be issued to Mr. Chetan Desai of the Company, setting out the terms and conditions of their appointment, is available for inspection by the Members at the registered office of the Company and also uploaded at the website of the Company at www.ramkrishnaforgings.com.

As required under Regulation 36 of SEBI (LODR) Regulations 2015 and Secretarial Standard (SS-2) on General Meetings, issued by Institute of Company Secretaries of India (ICSI), the relevant details of Mr. Chetan Desai are annexed herewith to this Notice.

Mr. Chetan Desai would be entitled to sitting fees and reimbursement of expenses for attending the Meetings of the Board of Directors and Committees thereof. Further, he would be entitled to commission on profits as approved by the Board in accordance with the provisions of the Act.

As per the terms of Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, the appointment or continuation of the directorship of a Non-Executive Director who has attained the age of 75 years requires the approval of members by way of a Special Resolution. Mr. Chetan Desai has attained the age of 75 years and accordingly, the approval shall be deemed to be approval under Regulation 17(1A) of SEBI Listing Regulations. Further as per Regulation 25(2A) of the SEBI (LODR) Regulations, 2015, the appointment of Independent Director shall be subject to the approval of the members of the Company by way of Special Resolution. Accordingly, the Board of Directors of the Company recommends the resolution as set out in this Notice for the approval of the members of the Company as Special Resolution.

None of the Directors and the Key Managerial Personnel of the Company and/or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution as set out in this Postal Ballot Notice.

Place: Kolkata Date: March 27, 2026

By order of the Board For Ramkrishna Forgings Limited

Registered Office: 23 Circus Avenue Kolkata – 700 017

Rajesh Mundhra Company Secretary & Compliance Officer ACS 12991

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ANNEXURE

Details of Director seeking appointment (Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India)

Name of Director: Mr. Chetan Rameshchandra Desai
DIN: 03595319
Age: 75years
Qualifcation: Chartered Accountant
Brief Resume/ Experience/ Expertise in
Specifc Functional Area:
As mentioned in the explanatory statement annexed to the Notice.
Skills and capabilities required for
the role and the manner in which the
proposed Independent Director meets
such requirements:
Mr. Chetan Rameshchandra Desai possesses relevant skills and expertise, having widespread
experience of about 50 years,in the areas of corporate governance, regulatory compliance,
corporate laws, accounting, auditing and related areas. He was associated with M/s. Haribhakti
& Co. LLP (“HCO”), Chartered Accountants, Mumbai,a leading accounting & strategic consulting
frm in Indiafor over 39 years and for several years had headed the audit and assurance
practice of HCO. In his professional career of 50 years, he has dealt with various multinationals,
public sector enterprises, and large corporates across multiple sectors.The Company would
immenselybeneft from his vast knowledge and experience.
Date of frst appointment on the Board: Not Applicable
Terms and conditions of appointment
along with details of remuneration
sought to be paid:
Appointment as Independent Director for a term of fve years, not liable to retire by rotation.
Remuneration to be Paid: Entitled to receive Sitting Fees for attending Board Meetings,
Committees’ Meetings and other meetings as decided by the Board, reimbursement of expenses
for participating in Board and other meetings and Commission on profts as approved by the
Board in accordance with theprovisions of the Act.
Last drawn Remuneration: NIL
Relationship
with
other
Directors,
Manager and other Key Managerial
Personnel of the Company:
Not related to other Directors or Key Managerial Personnel of the Company
Number of meetings of the Board
attended duringtheyear:
Not Applicable
Shareholding in the Company (including
as a Benefcial Owner):
NIL
Directorships
in
other
companies
(excluding foreign companies):
Listed Companies:
1. Sula Vineyards Limited
2. Krsnaa Diagnostics Limited
3. Delta Corp Limited
Unlisted Companies:
1. Deltatech Gaming Limited
2. Crystal Crop Protection Limited
3. Data Link Investment Manager Private Limited
4. Nippon Life India Trustee Limited
5. Angle Xpress Foundation

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Chairmanship/ Membership of
Committees of Boards of other
companies:
Name of the Company Chairman/Member
Sula Vineyards Limited 1) Audit Committee-Chairman
2) Nomination and Remuneration Committee- Chairman
3) CSR Committee- Chairman
4) Risk Management Committee-Member
Delta CorpLimited 1)Audit Committee- Chairman
Krsnaa Diagnostics Limited 1) Audit Committee- Chairman
2)Nomination and Remuneration Committee-Member
Deltatech Gaming
Limited
1) Audit Committee-Member
2)Nomination and Remuneration Committee-Member
Crystal Crop Protection Limited 1) Audit Committee-Chairman
2) Nomination and Remuneration Committee-Member
3)CSR Committee-Member
Data Link Investment Manager
Private Limited
1) Audit Committee-Chairman
2) Nomination and Remuneration Committee-Member
3)Stakeholders RelationshipCommittee-Member
Nippon Life India Trustee Limited 1) Audit Committee-Member
2)Risk Management Committee-Member
Listed entities from which the Director
has resigned in last threeyears:
None

Listed entities from which the Director None has resigned in last three years:

Place: Kolkata Date: March 27, 2026 Registered Office: 23 Circus Avenue Kolkata – 700 017

SIGN

By order of the Board For Ramkrishna Forgings Limited

Rajesh Mundhra Company Secretary & Compliance Officer ACS 12991

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