RLF Limited has scheduled an Extra-Ordinary General Meeting (EGM) on July 17, 2026, to seek shareholder approval for the preferential allotment of 13 lakh equity shares to the promoter group. The allotment, priced at ₹10.50 per share, will convert an outstanding unsecured loan of ₹1.36 crore into equity, increasing the promoters' stake from 34.68% to 42.44%. The meeting will be held at the company's registered office in Gurugram at 10:00 AM IST.

The board approved the issuance at its meeting held on June 17, 2026. The proposal involves issuing 6,50,000 shares each to Aditya Khanna, Managing Director, and Ashish Khanna, Director. The transaction is classified as a related party transaction under the Companies Act, 2013, and will be conducted in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The "Relevant Date" for determining the issue price is June 17, 2026.

Allotment Details

The EGM agenda includes three special resolutions: approving the Memorandum of Understanding and Loan Agreement with the promoters, adopting a new set of Articles of Association to align with the Companies Act, 2013, and sanctioning the preferential allotment of equity shares. Mr. Sumit Bajaj has been appointed as the Scrutinizer for the e-voting process.

Remote e-voting will begin on July 14, 2026, at 9:00 AM IST and conclude on July 16, 2026, at 5:00 PM IST. The record date for determining shareholder eligibility is July 10, 2026. The equity shares are proposed to be allotted within 15 days from the date of passing the special resolution, subject to regulatory approvals.

RLF Limited reported a net loss of ₹31.60 lakh for the financial year ended March 31, 2026, widening from a loss of ₹22.82 lakh in the previous year. Revenue from operations fell 54.3% to ₹49.31 lakh from ₹108.01 lakh in FY25. The company published the audited standalone financial results in newspapers on May 29, 2026, following approval by its board at a meeting held on May 27, 2026, under Regulation 33 of the Listing Regulations.

Financial Performance

The company’s total revenue for FY26 stood at ₹99.04 lakh, a decline from ₹154.85 lakh in the preceding year. Total expenses increased to ₹130.64 lakh from ₹155.17 lakh. For the quarter ended March 31, 2026, the company reported a net loss of ₹24.14 lakh on revenue of ₹28.89 lakh.

Auditor Observations

Statutory auditors R K Bhalla & Co issued a modified opinion on the results, correcting an earlier announcement that had stated the opinion was unmodified. The report highlighted uncertainties regarding the valuation of a land parcel, which may be affected by green belt or road widening regulations. While an external expert valued the land at ₹4,007.48 lakh as of March 31, 2026, the auditors stated that management may receive a settlement value differing from fair value.

The auditors also drew attention to foreign currency receivables of USD 29,278.89 outstanding beyond the permissible time under FEMA, for which no condonation has been filed. Additionally, the company has delayed payments of statutory liabilities, including TDS of ₹85,242 outstanding for over two years, without recording provisions for interest and penalty.

Liquidity and Capital

The financial statements indicated an excess of current liabilities over current assets of ₹156.57 lakh. Management stated it is taking initiatives, including asset monetization and recovery of dues, to meet obligations. The company’s net worth was reported at ₹2,729.20 lakh. During the year, the company forfeited and cancelled 3,45,423 equity shares due to arrears in call money payments.