Ramkrishna Forgings Ltd

Dear Shareholders,

Your Directors are pleased to present the 42nd Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31 March, 2024.

Financial Highlights 2023-24

State of Company's Affairs Financial Performance

• Revenue from operations increased by 16.28% from Rs. 3,00,099.86 lakhs in 2022-23 to Rs. 3,48,960.75 lakhs in 2023-24.

• Export Sales increased by 19.10 % from Rs. 1,24,512.96 lakhs in 2022-23 to Rs. 1,48,289.85 lakhs in 2023-24.

• EBIDTA increased by 21.61% from Rs. 67,195.82 lakhs in 2022-23 to Rs. 81,718.48 lakhs in 2023-24.

• PAT showed an increase of 38.40% from Rs. 23,559.21 lakhs in 2022-23 to Rs. 32,606.93 lakhs in 2023-24.

Market Scenario

The Production of Commercial Vehicle (CV) sales in India increased by 2.97% to 10,66,429 units in financial year 2023-24, as against 10,35,626 units in financial year 2022-23.

The Medium & Heavy Commercial Vehicle (M&HCV) segment production volumes increased by 3.48% from 3,79,259 vehicles in 2022-23 to 3,92,474 vehicles in 2023-24. The sales of M&HCV increased by 3.95% from 3,59,003 vehicles in 2022-23 to 3,73,194 vehicles in 2023-24. The exports of the M&HCV vehicles decreased by 17.41% from 22,067 vehicles in 2022-23 to 18,225 vehicles in 2023-24. The year witnessed sluggishness in the domestic segment following the transition to BS6 2.0 emission norms from April 1, 2023, along with revised axle load norms. Additionally, FY24 saw the impacts of price hikes and interest rate increases, compounded by higher fuel and commodity prices .

Forgings and Machining Facility

The Company derives the major share of its revenues from the Commercial Vehicle segment. Your Company produced 49,054 tons of forgings from this facility during the year under review as compared to 48,160 tons last year registering an increase of about 1.86 %. The Company has made 64 new product development last year.

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

The Company has made 41 new product development in the CNC Turning, 23 new development in Gear cutting and 8 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 32,533 tons of Ring Roll products during the year as compared to 29,497 tons last year thus registering an increase of about 10.29%. The Company has developed 46 new products during the year out of which 40 products are machined.

Press Facility

During the year the Company has achieved a production of 1,05,558 tons of forgings from this facility as compared to 85,725 tons last year thus registering an increase of 23.14%. The Company has achieved an average capacity utilisation of around 83.28% during the year.

The Company has developed 124 new products during the year out of which 64 products are machined.

Future Outlook

Despite these challenges, India's steady GDP growth and robust infrastructure spending are expected to continue bolstering commercial vehicle sales volume growth in the future, albeit at a moderated pace. Replacement demand is anticipated to persist after years of postponed purchase decisions, driven by the increased productivity offered by newer vehicles.

Furthermore, faster volume growth is projected for medium and heavy commercial vehicles compared to light commercial vehicles, owing to India's escalating infrastructure activities. The Vehicle Scrappage Policy, 2021 is a government-funded programme to scrap old and unfit vehicles and replace them with modern and new vehicles on Indian roads. The primary goal of the policy is to create an ecosystem for phasing out unfit and polluting vehicles to achieve a lower carbon footprint in the country. Commercial vehicles and private vehicles older than 15 and 20 years, respectively, shall be scrapped if they fail the fitness test.

The main growth drivers include increasing development projects, improvements in road infrastructure, electric vehicle adoption in logistics, rising e-commerce activities and usage of light commercial vehicles for public transportation The India Commercial Vehicles Market size is estimated at USD 48.27 billion in 2024 and is expected to reach USD 62.95 billion by 2029, growing at a CAGR of 5.45% during the period (2024-2029).

US Truck Sector

The US economy managed to skirt a brief recession in 2023, largely due to resilient consumer spending on durable and non-durable goods, along with the resurgence of services, travel and restaurant activities. These factors have boosted freight and trucking operations, although they continue to face challenges from supply chain disruptions.

In 2023, the US trucking market was valued at approximately US$ 13.51 billion, projected to grow at a CAGR of 10.4% from 2024 to 2032, reaching US$ 33.08 billion by 2032.

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 Rs. 500 lakhs to General Reserve out of the amount available for appropriation and an amount of 109635.94 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 total dividend for FY 2023-24 would involve a total cash outflow of about Rs. 3,452.65 lakhs. The Interim Dividend declared by the Company for the Financial Year 2023-24 will be the total dividend declared by the Company for Financial Year 2023-24.

The Register of Members and the Share Transfer books of the Company will remain closed from, 24 August, 2024 (Saturday) to 31 August, 2024 (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

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

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

The Paid-up Share Capital of the Company at the beginning of the financial year was Rs. 3,197.79 lakhs consisting of 15,98,89,535 equity shares of Rs. 2/- each.

During the financial year 2023-24, the Company has allotted:

(i) 46,00,000 equity shares of Rs. 2/- each of the Company on 30 September, 2023 towards conversion of warrants issued on preferential basis.

(ii) 1,62,86,644 equity shares of Rs. 2/- each of the Company to 20 Qualified Institutional Buyers (QIB) under Qualified Institutional Placement (QIP) on 13 November, 2023.

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 Rs. 3615.52 lakhs consisting of 18,07,76,179 equity shares of Rs. 2/- each.

Warrants

The Company during the Financial Year 2022-23 allotted 46,00,000 (Forty Six Lakhs) warrants on preferential basis to the Promoter and Non-Promoter Persons/Entity at a price of Rs. 205/- each (Warrant Issue Price) pursuant to the receipt of all approvals and receipt of 25% of the issue price (i.e. Rs. 51.25/- per warrant) as warrant subscription money. Each warrant, so allotted, is convertible into one fully paid-up equity share of the Company having face value of Rs. 2/- (Rupees Two only) each in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of Rs. 153.75/- per warrant (Warrant Exercise Price), being 75% of the issue price per warrant from the Allottees pursuant to exercise of conversion option against each such warrant. The option to convert needs to be exercised within 18 months from the date of allotment of warrants.

The Company upon receipt of balance 75% of the warrant issue price (i.e., Rs. 153.75/- per warrant) for 46,00,000 warrants allotted on 30 September, 2023 equal no. of fully paid-up equity shares against conversion of said warrants as exercised by the warrant holders. The details of utilization of funds are given hereunder:

The funds had been utilised for the objects as stated in the Explanatory Statement to the Notice of the Extra Ordinary General Meeting dated 12 September, 2022 and there is no deviation or variation in the use of proceeds from the preferential issue of equity shares upon conversion of warrants.

As a result of the above allotment the paid-up capital of the Company has increased to Rs. 3289.79 lakhs consisting of 16,44,89,535 equity shares of Rs. 2/- each.

Qualified Institutional Placement

During the year the Company had raised funds amounting to Rs. 1,000 crore through the Qualified Institutional Placement (QIP). Under this QIP, 20 Qualified Institutional Buyers (QIB) participated and were issued and allotted 1,62,86,644 equity shares at Rs. 2/- each fully paid up with a share premium of Rs. 612/- per share aggregating to Rs. 1,000/- crore.

The details of utilization of funds are given hereunder:

There is no deviation or variation in the use of proceeds from the issue of equity shares through Qualified Institutional Placement (QIP), from the objects as stated in the Placement document dated 13 November, 2023.

As a result of the above allotment the paid-up capital of the Company has increased to Rs. 3,615.52 lakhs consisting of 18,07,76,179 equity shares of Rs. 2/- each.

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 Rs. 2/- each (i.e 7,00,000 stock option of Rs. 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 Rs. 2/- against each option. During the year under review, based on the performance matrix of the eligible employees the Nomination and Remuneration Committee at its meeting held on 17 January, 2024 vested the entire 1,04,745 Stock Options of face value of Rs. 2/- each to the eligible employees under RKFL ESOP Scheme 2015 and has completed its 100% vesting.

Further, 34,820 options of Rs. 2/- each of RKFL ESOP Scheme 2015 have been forfeited /cancelled during the financial year 2023-24. There are 2,36,720 options of Rs. 2/- each which are outstanding as on 31 March, 2024.

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/2024/07/ESOP-Report-23-24.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) RKFL ESOP Scheme 2023

During the period under review the Company has obtained consent of the shareholders of the Company at the 41st 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 RKFL ESOP Scheme 2023.

Further, the Nomination and Remuneration Committee at its meeting held on 21 February, 2024, has approved the grant of 8,07,861 ESOPs at an exercise price of 556/- per option to the eligible employees of the Company .

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/2024/07/ESOP-Report-23-24.pdf. The RKFL ESOP 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 RKFL ESOP 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 2023-24 from ICRA Limited & India Ratings & Research. ICRA Limited credit rating of the bank facilities for Long-term ratings remained at [ICRA] A+ with a Positive Outlook and short-term ratings by ICRA Limited remained at [ICRA] A1 with a Positive Outlook.

India Ratings & Research has revised (upgraded) the ratings of the Company for its Fund Based Bank facilities from INDA+ ( A1) to INDAA- ( A1+) and for its Non fund based facilities from INDA1 to IND A1+ with a stable outlook.

(A) Appointment/Reappointment of Directors

During the period under review Mr. Mahabir Prasad Jalan (DIN: 00354690) was re-designated from Whole-time Director to Non-Executive Director by the Board of Directors at their meeting held on 21 July, 2023. During the period under review Mr. Ranaveer Sinha (DIN: 00103398), Independent Director of the Company, completed his 1st term of the appointment and was reappointed as an Independent Director for the second term of 5 years w.e.f 1 February, 2024 by the Board and subsequently by the shareholders through postal Ballot with requisite majority.

During the Period under review Mr. Padam Kumar Khaitan (DIN: 00019700), Mr. Ram Tawakya Singh (DIN: 00276330) and Mr. Yudhisthir Lal Madan (DIN: 05123237), Independent Directors of the Company had completed on 31 March, 2024 their second term as Independent Director of the Company. They have ceased as Directors as well as Committee members of the Company w.e.f 1 April, 2024.

During the Period under review the tenure of Mr. Pawan Kumar Kedia (DIN: 00375557), Whole-time Director of the Company was completed on 31 March, 2024. He ceased to be a Director of the Company w.e.f 1 April, 2024.

(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 also undertake plant tours to appraise themselves of the operation ad technology 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 put up on the website of the Company at the link https://ramkrishnaforgings.com/wp-content/uploads/2024/04/Director-Familiarization-Programme-FY-2023-24Rs.compressed.pdf.

(D) Resignation of Director during the year

During the financial year ended 31 March 2024, none of the Directors have resigned from the Directorship of the Company.

(E) Re-Appointment of Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013, Mr. Mahabir Prasad Jalan (DIN: 00354690), Director, retires by rotation and being eligible, offer himself 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 by Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard -2 on General Meeting will be given in the notice convening the Annual General Meeting.

(F) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, the 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. Pawan Kumar Kedia, 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 2024, there is no change in Key Managerial Personnel of the Company. Mr. Pawan Kumar Kedia has ceased to be a Key Managerial Personnel of the Company w.e.f 1 April, 2024.

Remuneration Policy

The Company has in place a policy on Directors' and Senior Management appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, read with Regulation 19 (4) and Part D of Schedule II of the SEBI (Listing 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/2023/04/Remuneration-policy-18.01.2022.pdf .

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 year 2023-24 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 5th 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 22 February, 2024. 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 2024, 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 2023-24 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 2023-24 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 five (5) Wholly-owned Subsidiaries as given below:

1) Globe All India Services Limited (CIN: U63040WB1994PLC062139);

2) Ramkrishna Forgings LLC, USA

3) JMT Auto Limited (CIN: L42274DL1997PLC270939) - The Hon'ble National Company Law Tribunal, New Delhi vide its order dated 21/08/2023 has approved the resolution plan for the acquisition of JMT Auto Limited by the Company.

4) Multitech Auto Private Limited (CIN: U34102WB2004PTC215505) - The Company has acquired 100% of total issued and paid up capital of Multitech Auto Private Limited from its existing shareholders on 23/08/2023; and

5) ACIL Limited (CIN: U34300DL1997PLC086695) - The Hon'ble National Company Law Tribunal, New Delhi vide its order dated 22/12/2023 has approved the resolution plan for the acquisition of ACIL Limited by the Company.

A brief highlight of the consolidated performance and its contribution to the overall performance of the Company for the financial year 2023-24 is as below:

During the financial year ended the following Company's ceases to Wholly-owned Subsidiary of the Company:

1) Pursuant to Resolution Plan approved by the National Company Law Tribunal, New Delhi vide its order dated 21/08/2023, RKFL Engineering Industry Private Limited (CIN: U25910DL2023PTC410733), merged with JMT Auto Limited w.e.f 19 November, 2023 and accordingly its ceases to be Wholly-owned subsidiary of the Company w.e.f 19 November, 2023.

2) Pursuant to Resolution Plan approved by National Company Law Tribunal, New Delhi vide its order dated 22/12/2023, Ramkrishna Aeronautics Private Limited (CIN: U62100DL2016PTC361917), merged with ACIL Limited w.e.f 20 February, 2024 and accordingly its ceases to be Wholly-owned subsidiary of the Company w.e.f 20 February, 2024.

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 will be kept at the registered office of the Company and also at the registered office of the Subsidiary Company and will be available at the website of the Company at www.ramkrishnaforgings. com or over email on making a request to the Company through email on secretarial@ramkrishnaforgings.com. Your Company does not have a Material Subsidiary.

The Company have One Joint Venture Company i.e Ramkrishna Titagarh Rail Wheels Limited for the financial year 2023-24.

A brief highlight of the consolidated performance and its contribution to the overall performance of the Company for the financial year 2023-24 is as below:

The Company does not have any Associate 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) acts as the Statutory Auditors of the Company. S. K. Naredi & Co., Chartered Accountants, (Firm Registration No. 003333C) was initially appointed as the Joint Statutory Auditors of the Company at the 37th Annual General Meeting (AGM) held on 7 September, 2019 and would be completing their first term of five years at the ensuing AGM and are eligible for re-appointment for a further period of five years.

Accordingly, the Board recommends to the Members of the Company for the re-appointment of S. K. Naredi & Co., Chartered Accountants, as the Joint Statutory Auditors of the Company for a term of 5 years from the conclusion of the 42nd Annual General Meeting till the conclusion of the 47th Annual General Meeting to be held for the financial year 2028-29, at a remuneration to be decided by the Board of Directors. In this regard, the Company has received necessary written consent and certificates under Section 139 of the Companies Act, 2013 from S. K. Naredi & Co., Chartered Accountants, to the effect that their appointment, if made, shall be in accordance with the conditions specified therein and they satisfies the criteria as prescribed in Section 141 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time. The re-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 Auditors' Report (Standalone and Consolidated) to the shareholders for the year under review does not contain any qualifications or adverse remarks.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the 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 2023 - 24. The Secretarial Audit Report for the financial year ended 31 March, 2024 is given in "Annexure - B" which is annexed hereto and forms part of Directors' Report.

The Secretarial Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Further, the Board has appointed MKB & Associates, Company Secretaries in Practice (Firm Reg. No. P2010WB042700), to conduct secretarial audit of the Company for the financial year 2024-25.

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), has confirmed that they do not incur any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) and all other applicable provisions of the Companies Act, 2013 and their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and arm's length relationship with the Company.

In terms of Section 148 (3) and other applicable provisions of the Companies Act, 2013, the Board of Directors at its meeting held on 2 May, 2024 based on the recommendation of the Audit Committee has appointed Bijay Kumar & Co. Cost and Management Accountants, as the Cost Auditors to carry out the audit of the cost records of the Company for the financial year 2024-25.

As required under Section 148(3) of the Companies Act, 2013, the remuneration payable to the Cost Auditor, as approved by the Board, is required to be placed before the Members in a general meeting for their ratification and the same will form part of the notice of the ensuing Annual General Meeting.

None of the Auditors of the Company have reported any fraud as specified under the second proviso to Section 143(12) of the Companies Act, 2013.

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.

Pursuant to the provisions of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules 2014, M/s. Singhi & Co, Chartered Accountants, (Firm Registration no. 302049E) has been appointed as the Internal Auditor of the Company who evaluates the functioning and quality of internal controls and standard operating procedures of the Company and reports its adequacy and effectiveness through periodic reporting 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 at the following web link: https://ramkrishnaforgings.com/wp-content/uploads/2024/03/CSR-policy-amended-on-21st-July-2023.pdf. The policy indicates the CSR activities to be undertaken by the Company to achieve its social commitments.

The Revenue, Registration and Land Reforms, Department of Jharkhand Government issued Concession policy for Non Profitable/ Charitable/Spiritual Organizations bearing reference no. 104/18/4175 dated 8 October, 2018 which provided the allotment of governmental land at a concessional rate of 50% rebate to Non Profitable/Charitable/Spiritual Organizations and a lagan of 1% of the salami which was payable annually. Ramkrishna Foundation (RF) a Corporate Social Responsibility unit of Ramkrishna Forgings Limited

(RKFL) expressed its willingness to start a school for 2,000 children from Nursery to Class X. The Deputy Commissioner of Collectorate of Saraikela vide its letter dated 14 February, 2020 stated that 6 acres of land near Mauja-Gopidih Police Station No. 545 was proposed to be allotted to it on lease for a period of 30 years on payment of salami and annual lagan and an annual cess. RF was also required to make an upfront payment of 80% of the salami amounting to Rs. 2,38,86,720/- which was paid by RF on 27 February, 2020. Even after repeated reminders to the Revenue, Registration and Land Reforms, Department of Jharkhand Government, land was not allotted to RF and vide the letter dated 29/05/2023 of Secretary of Government Jharkhand refunded the amount of Rs. 2,21,28,015/- after necessary deduction to the RF. The RF contributed Rs. 2,50,00,000/- to Help us Help Them, NGO for building a free residential learning centre for 1,000 rural girls at Joka, Kolkata by utilising the aforesaid refund amount of Rs. 2,21,28,015/-. Out of the aforesaid amount of

Rs. 2,50,00,000/- the company has included only Rs. 11,00,000/- in the CSR expenditure of the company for the financial year 2023-24 and the rest of the amount has been adjusted with the refunded CSR spent for the year ended 31 March, 2020 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 weblink: 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. The details of the Material Related Party Transaction in Form AOC-2 is enclosed and marked as "Annexure D".

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:

National Stock Exchange of India Limited, Exchange Plaza, Plot no. C/1, G- Block, Bandra-Kurla Complex, Bandra (East), Mumbai 400 051. (Scrip name : RKFORGE) BSE Limited, Phiroze Jeejeeboy Towers, Dalal Street, Mumbai 400 001. (Scrip code : 532527) 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 the separate section and forms part of the Annual Report.

Corporate Governance

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

The report of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section and forms part of the Annual Report.

The requisite certificate from the Statutory Auditors of the Company, confirming the compliance with the conditions of corporate governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached with the Corporate Governance Report.

Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report for the financial year 2023-24 presented in the separate section and forms part of the Annual Report.

Disclosures a) Meetings of Board of Directors

During the year under review, 7 (Seven) meetings of the Board of Directors were held. The details of the meetings and the attendance of the Directors are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period 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 22 February, 2024. 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 Loan, Guarantee & Investment

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

e) Annual Return

Pursuant to the provisions of Section 92 (3) read with Section 134(3)(a) of the Companies Act, 2013 the draft copy of the annual return for the F.Y. 2023-24 is uploaded on the website of the Company at the following Link: https://ramkrishnaforgings.com/wp-content/uploads/2024/03/Annual-Return-MGT-7-Website.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 – E" 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) (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in "Annexure – F " 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 2023-24, the Company has transferred an unpaid & unclaimed dividend of Rs. 2,12,004/-. Further, the Company has transferred 3,760 unclaimed shares during the financial year 2023-24 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-for-the-year-2015-16.pdf

ii) https://ramkrishnaforgings.com/wp-content/uploads/2024/03/unclaimed-shares-from-15-16-to-be-transferred-to-IEPF-in-2023.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 – SEBI Adjudication and Non Compliance

During the year SEBI vide its letter dated 5 September, 2023, issued a Show Cause Notice (SCN) on the Company regarding the disclosure of outcome of the discussion on fund raising in the Board meeting held on 21 July, 2022. The Company replied to the above SCN and later filed a settlement application for the above matter with SEBI. During the year SEBI vide its Settlement Order disposed of the case in terms of Section 15JB of the SEBI Act read with Regulation 23(1) of the Settlement Regulations after payment of settlement fees of Rs. 5,57,000/- (Rupees Five Lakhs Fifty Seven Thousand).

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, 2024 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.

vii. During the year neither the Managing Director nor the Whole-time Directors of the Company, receive 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.

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.

Prevention of Sexual Harassment at Workplace

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 Complaints Committee in all its workplace. No complaint pertaining to sexual harassment of women employees from any of the Company's locations was received during the financial year ended 31 March, 2024.

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.