RLF Ltd

AGM Details

• AGM held on 30 September 2026 at 10:00 AM in Gurugram; concluded 10:30 AM.
• Remote e-voting from 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM; ballot voting at AGM.

Resolutions Put to Vote

• Ordinary: Adopt standalone audited financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Ashish Khanna by rotation.
• Special: Remuneration of MD approved.
• Special: Remuneration of NED approved.
• Ordinary: RPT with SIPL Textile Private Limited approved for FY 2026-27.
• Ordinary: RPT with United Leasing & Industries Limited approved for FY 2026-27.
• Special: Prior approval to raise funds via unsecured loan with conversion option.

Voting Status

• Voting results pending Scrutinizer's report; to be declared and posted on the company's website.

Director Changes

• Ashish Khanna re-appointment by rotation.

Related Party Transactions

• RPT with SIPL Textile Private Limited approved for FY 2026-27.
• RPT with United Leasing & Industries Limited approved for FY 2026-27.

Fundraising & Other Approvals

• Prior approval to raise funds via unsecured loan with option to convert into equity.

RLF Ltd: Trading Window closes from 1 October 2026 until 48 hours after the declaration of the Unaudited Standalone Financial Results for the quarter and half year ending 30 September 2026.

Non-email shareholder communications and AGM details

• Letters issued with weblink to access AGM notice and FY2025-26 Annual Report for non-email shareholders.
• 46th AGM scheduled for 30 September 2026 at 10:00 AM at Gurugram registered office.
• Annual Report 2025-26 accessible via www.rlfltd.com with the exact path provided.
• Cut-off date for email registration is 28 August 2026.
• KYC updation for physical holders is mandatory per SEBI Master Circular 2024; reminder issued.
• Helpdesk portal available for shareholder queries.

Key decisions

• Appointment of Secretarial Auditor: Mayuri Sinha & Co for FY2026-27; effective 02 Sep 2026.
• Appointment of Internal Auditor: Raj Anirudh & Associates for FY2026-27; effective 02 Sep 2026.
• Approval of Board's Report and Annual Report for year ended 31 March 2026.
• Approval of Notice of 46th AGM and calendar of events.
• Appointment of Scrutinizer: Mayuri Sinha & Co for remote e-voting and AGM scrutiny.
• Allotment of 13,00,000 equity shares on a preferential basis at ₹10.50, for conversion of unsecured loans.
• Recipients are Ashish Khanna and Aditya Khanna (Promoter Group), each holding 21.22% post-issuance.
• Post-issue paid-up capital increased to ₹10,94,34,600; equity shares to be listed on BSE Limited, subject to approvals.

Financial results

• Standalone unaudited quarterly results for quarter ended 30 June 2026 approved by Board.

Key notes and auditor remarks

• Revaluation gain of Rs 879.05 lakhs (net of tax) in OCI from land revaluation, after independent assessment.
• USD 29,296.47 receivable from debtors beyond FEMA permissible period; no adjustments this quarter.
• Interests on loans/advances and borrowings not booked; other income and finance cost understated (~0.47–1.30 lakhs).
• Delay in payment of statutory liabilities; no interest/penalty provision recorded.
• Auditor report states no modification; draws attention to these items (FEMA, land revaluation, accounting).

Other disclosures

• Primary business segment: Textile Embroidery; new venture: Sports Academy.

Meeting Details

• Board meeting date: 14 August 2026 (Friday).
• Location: Corporate Office, D-41, South Extension, Part-II, Delhi 110049.

Key Agenda Items

• Consider and approve Standalone Unaudited Financial Results for quarter ended 30 June 2026.
• Consider any other matter with Chair's permission as board may deem fit.

Other Notes

• Trading window closed from 01 July 2026 until 48 hours after unaudited Q1 results declaration.

Dematerialisation processing status

• Securities dematerialised during the quarter were processed.
• Details were furnished by the Registrar and Transfer Agent to all exchanges.
• Dematerialised securities have been listed on the exchanges where prior issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner in the register within prescribed timelines.
• Securities received for dematerialisation were confirmed (accepted/rejected) to the depositories.

Resolutions

• Type: Special resolution.
• Nature: Related-party loan/MOU with MD and Director.
• Key terms: Loan/MOU details not disclosed.
• Promoter interest: Yes; promoter group involved.
• Outcome: Passed; 100% of valid votes in favor.
• Nature: Adoption of new Articles of Association (AOA).
• Key terms: New AOA adopted.
• Promoter interest: No.
• Nature: Issuance of equity shares to promoter group by conversion of existing unsecured loan on a preferential basis.
• Key terms: Preferential conversion of loan to equity for promoter group.
• Promoter interest: Yes.
• Impact: Promoter stake increases via conversion; share count not disclosed.