RLF Limited will convene a board meeting on June 17, 2026, to consider the conversion of a loan extended by the promoter into equity shares via preferential allotment. The proposed allotment aims to comply with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, subject to necessary statutory and shareholder approvals. This strategic move is intended to alter the company's capital structure by addressing the promoter's financial exposure to the entity.

The meeting is scheduled to take place at the Corporate Office located at D-41, South Extension, Part-II, New Delhi. The agenda includes reviewing the conversion of the loan amount into equity and the consequent issuance of shares on a preferential basis. The board will also evaluate any other incidental matters that may arise during the proceedings with the Chair's permission.

In accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, the company has announced the closure of the trading window. This restriction applies to all directors, officers, and designated employees, effective from June 12, 2026. The window will remain shut until 48 hours after the conclusion of the board meeting to ensure compliance with insider trading norms.

Key Meeting Details

The preferential allotment requires approval from shareholders and regulatory bodies. The board's decision will determine the specific number of shares to be issued and the conversion price, which will be disclosed subsequent to the meeting.

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.