Ramkrishna Forgings Limited (NSE:RKFORGE) submitted to BSE and NSE on 19 August 2026 a statutory auditor certificate from M/s. S K Naredi & Co. LLP confirming compliance with Regulation 169(4) of SEBI ICDR Regulations in connection with the receipt of consideration for preferential convertible warrants issued in August 2025.
Key Highlights
- The company issued 975,000 convertible warrants at Rs 2,100 each to a promoter, authorised by a special resolution passed on 28 June 2025, with each warrant convertible into one equity share of face value Rs 2 at a premium of Rs 2,098.
- The promoter paid 25% application money of Rs 51.1875 crore on allotment in August 2025, with the remaining 75% of Rs 1,575 per warrant payable upon exercising conversion rights.
- The promoter exercised conversion rights for 640,000 warrants on or before 27 March 2026, and separately for 335,000 warrants on or before 9 June 2026, with Rs 52.7625 crore received for the latter tranche.
- Auditor S K Naredi & Co. LLP confirmed that consideration was received from the allottee's bank account with no circulation of funds or book entries, in accordance with SEBI ICDR norms.
About the Company
Ramkrishna Forgings Limited (NSE:RKFORGE), headquartered at 23 Circus Avenue, Kolkata, West Bengal, is a manufacturer of forged and machined components primarily serving the commercial vehicle, railway, and oil-and-gas sectors. The company operates multiple forging plants and supplies components to domestic and international original equipment manufacturers. Its CIN is L74210WB1981PLC034281.
Announcement in Detail
The certificate, dated 19 August 2026 and signed by partner Abhijit Bose (Membership No. 056109, UDIN: 26056109GYXATS7359), was issued under Regulation 169(5) of the SEBI ICDR Regulations. The warrants, allotted on 14 August 2025 following a Capital Market Committee resolution, carried an issue price of Rs 2,100 each, comprising a face value of Rs 2 and a premium of Rs 2,098 per share.
The auditors reviewed bank statements and board resolutions to verify receipt of the 25% application money and the two subsequent 75% conversion tranches. The certificate confirms documents required under Regulation 169(4) are maintained by the company as of the certificate date, and that funds were received from the allottee's own bank account without any fund circulation.
Impact on Investors
Investors will note that the conversion of all 975,000 warrants into equity shares increases the total number of equity shares outstanding, which has a dilutive effect on existing shareholders' percentage holdings. The filing shows that 640,000 warrants were converted by March 2026 and a further 335,000 by June 2026, meaning the full warrant tranche has now been converted and allotted to the promoter.
Shareholders will observe that this warrant allotment was made to a promoter, which affects the promoter shareholding percentage relative to the expanded share capital. The disclosed terms indicate the auditor provided limited assurance rather than a full audit opinion, a distinction investors should factor in when reading the certificate.
Sector / Market Context
India's forging industry supplies critical components to the automotive and railway sectors, both of which have been supported by sustained government capital expenditure on infrastructure. The commercial vehicle segment, a key revenue driver for forging companies, saw production volumes recover and grow over recent fiscal years according to SIAM data. Compliance filings under SEBI ICDR Regulations for preferential allotments have become an increasingly standard disclosure requirement as SEBI has tightened oversight of capital-raising transactions involving promoters, reinforcing transparency for minority shareholders across listed manufacturing companies.