RLF Limited has fixed September 23, 2026 as the record date for its 46th Annual General Meeting. The meeting is scheduled for September 30, 2026, at the company’s registered office in Gurugram.

The Board has proposed several special resolutions for shareholder approval. A primary focus is raising funds through unsecured loans with an option to convert into equity shares.

These loans are proposed to meet working capital requirements and business expansion plans. The conversion option allows lenders to convert outstanding amounts into fully paid-up equity shares, subject to applicable pricing requirements under SEBI ICDR Regulations.

Related Party Transactions

Shareholders will be asked to approve material related party transactions for FY27. The company seeks consent to enter into agreements with two group companies:

• SIPL Textile Private Limited: Up to ₹5 crore
• United Leasing & Industries Limited: Up to ₹5 crore

These transactions involve the sale, purchase, or supply of goods and materials. The company states these deals are in the ordinary course of business and conducted on an arm's length basis.

Management Remuneration

The meeting will also consider remuneration revisions for key directors effective September 1, 2026:

• Aditya Khanna (Managing Director): Basic salary proposed at ₹75,000 per month, up from ₹50,000 per month. This includes perquisites such as medical reimbursement and travel allowances.
• Ashish Khanna (Non-Executive Non-Independent Director): Remuneration proposed at ₹75,000 per month, also increased from ₹50,000 per month. This covers a three-year tenure starting September 1, 2026.

Both remuneration packages are subject to the limits prescribed under Sections 197 and 198 of the Companies Act, 2013, and Schedule V thereto.

What the Numbers Show

The proposed related party transaction limits of ₹5 crore each for SIPL Textile Private Limited and United Leasing & Industries Limited represent significant operational dependencies. The notice specifies that these values will constitute 10% or more of the company's annual turnover for FY25-26. This concentration indicates that a material portion of the company's revenue or procurement is tied to these specific group entities, necessitating shareholder oversight under Regulation 23 of SEBI Listing Regulations.

Voting Details

Remote e-voting will be available from September 27, 2026, at 9:00 am to September 29, 2026, at 5:00 pm. The register of members and share transfer books will remain closed from September 24, 2026, to September 30, 2026. Shareholders holding shares as on the record date of September 23, 2026, are eligible to vote electronically through MUFG Intime India Private Limited.

RLF Limited received a disclosure from promoter Aditya Khanna regarding the acquisition of 6,50,000 equity shares through a preferential allotment. The transaction, executed on September 2, 2026, involved the conversion of outstanding unsecured loans into equity shares.

The filing was made pursuant to Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquisition represents a change of 3.88% in the total issued and paid-up share capital of the company.

Acquisition Details

Aditya Khanna acquired the shares at ₹10.50 per share, consistent with the preferential issue price approved by the Board of Directors. The allotment converts debt owed by the promoters into equity, rather than involving fresh cash inflow.

Shareholding Pattern

Prior to this transaction, Aditya Khanna held 16,71,852 shares, representing a 17.34% stake in RLF Limited. Following the acquisition, his holding increased to 23,21,852 shares, raising his individual stake to 21.22%.

The total paid-up equity capital of the company rose from ₹9,64,34,600 (96,43,460 shares) to ₹10,94,34,600 (1,09,43,460 shares). Each share has a face value of ₹10.

Other Board Approvals

During the same board meeting on September 2, 2026, RLF Limited appointed M/s. Mayuri Sinha & Co. as Secretarial Auditor and M/s. Raj Anirudh & Associates as Internal Auditor for FY27. The board also approved the Annual Report for the financial year ended March 31, 2026, and the notice for the 46th Annual General Meeting.

What the Numbers Show

The conversion of ₹1,36,50,000 in unsecured loans into equity reduces the company's liability burden without impacting cash reserves. Aditya Khanna’s stake increase of nearly 4 percentage points consolidates promoter control, aligning with the broader group strategy to strengthen the balance sheet through debt-to-equity swaps.