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.

RLF Limited held an Extra-Ordinary General Meeting (EGM) on July 17, 2026, where shareholders approved three special resolutions with 100% support. The meeting, conducted at the company's registered office in Gurugram, sanctioned loan agreements with directors and the issuance of equity shares to the promoter group. These approvals are significant for the company's capital structure and corporate governance framework.

The EGM transacted business regarding a Memorandum of Understanding and loan agreement between RLF Limited and Aditya Khanna, Managing Director, and Ashish Khanna, Director. Additionally, the meeting approved the adoption of a new set of Articles of Association in compliance with the Companies Act, 2013. The third resolution authorized the issuance of equity shares to the promoter group through the conversion of existing unsecured loans on a preferential basis.

Voting Results and Scrutinizer Report

The remote e-voting facility was open from July 14, 2026, at 9:00 A.M. to July 16, 2026, at 5:00 P.M. Mr. Sumit Bajaj, Proprietor of M/s Sumit Bajaj & Associates, served as the Scrutinizer. The record date for determining shareholder eligibility was July 10, 2026, with 9,928 shareholders on record.

All three resolutions were passed as Special Resolutions. The total valid votes polled were 4,771,463, with 4,686,679 votes cast via remote e-voting and 10,990 via venue voting. Notably, 4,686,679 invalid votes were recorded for the first resolution, which pertained to the loan agreement with interested directors.

Resolutions Passed

The following table details the special resolutions passed during the meeting:

The proceedings were submitted to the stock exchanges in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.