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.

RLF Limited reported a net profit of ₹881.75 lakh for the quarter ended June 30, 2026, marking a sharp reversal from the ₹24.14 lakh loss posted in the previous quarter. The company’s Board of Directors approved the standalone unaudited financial results on August 14, 2026.

The profitability shift was not operational but stemmed from a significant non-recurring item. The company recorded a gain on revaluation of land amounting to ₹1,187.91 lakh (gross) or ₹879.05 lakh (net of tax), classified under other comprehensive income. This revaluation was based on an assessment by an independent external expert, with management noting that the land parcel may fall under green belt or road widening areas.

Operational Performance

Excluding the revaluation gain, the company’s core operations remained weak. Revenue from operations dropped to ₹3.32 lakh in Q1FY27, down significantly from ₹12.40 lakh in the same quarter last year. Total revenue, which includes other income, stood at ₹23.43 lakh, compared to ₹20.67 lakh in Q1FY26.

Other income contributed ₹20.11 lakh to the total revenue, up from ₹8.27 lakh a year ago. However, the profit before tax from continuing operations was just ₹2.70 lakh, indicating that the underlying business generated minimal earnings before the accounting adjustment.

Auditor Observations and Regulatory Notes

The independent auditor’s review report highlighted several areas of concern that did not modify the opinion but drew attention to specific disclosures:

• FEMA Compliance: Amounts receivable from certain debtors totaling USD 29,296.47 are outstanding beyond permissible time limits under the Foreign Exchange Management Act. The company is filing for condonation of delay with the competent authority.
• Statutory Liabilities: The company has defaulted on payment of TDS amounting to ₹0.85 lakh, outstanding for over two years. No provision for interest and penalty has been recorded.
• Interest Income/Expense Omissions: Interest income of approximately ₹0.47 lakh from loans provided to group companies and interest expense of approximately ₹1.30 lakh on borrowings from group companies and key management personnel were not booked during the quarter, despite agreements specifying an interest rate of 9.25% per annum.

What the Numbers Show

The financial results reveal a stark divergence between operational performance and reported profitability. While the headline net profit shows a massive turnaround, this is entirely attributable to a one-time accounting gain on land revaluation rather than improved business fundamentals. In fact, operating revenue declined by over 70% year-on-year, and the profit before tax from continuing operations remains negligible at ₹2.70 lakh. Furthermore, the omission of interest income and expense related to group transactions suggests potential understatement of both other income and finance costs, warranting closer scrutiny of the true economic position.