Board Meeting Details

The Board meeting was held at the Corporate Office of the Company on Wednesday, 17th June, 2026. The meeting commenced at 04:30 PM and concluded at 06:30 PM.

Key Board Approvals

1. Loan Conversion Agreement Approval

  • The Board approved a Memorandum of Understanding/Loan Agreement between RLF Limited and Aditya Khanna (Managing Director) & Ashish Khanna (Director)
  • Purpose: Settlement of outstanding unsecured loan through conversion into equity shares
  • Loan amount: Up to ₹1,36,50,000 (Rupees One Crore Thirty-Six Lakh Fifty Thousand)
  • Mode of settlement: Conversion into equity shares on preferential basis
  • This constitutes a Related Party Transaction involving Promoter/Promoter Group and Directors
  • Effective date: Subject to receipt of shareholders' approval and other statutory/regulatory approvals

2. Adoption of New Articles of Association

  • The Board adopted a new set of Articles of Association as per Companies Act, 2013
  • Rationale: Extensive changes required to bring existing AOA in line with current laws and best governance practices
  • The revised AOA is broadly based on Table F as prescribed under the Companies Act, 2013
  • Subject to approval of shareholders of the Company

3. Preferential Allotment Approval

  • Approval for issuance of 13,00,000 (Thirteen Lakh) Equity Shares of face value ₹10/- each to the Promoter Group
  • Allottees: Aditya Khanna and Ashish Khanna (Proposed Allottees)
  • Issue price: ₹10.50 per share (Rupees Ten and Fifty Paisa only) or such higher price as may be arrived in accordance with SEBI ICDR Regulations
  • Purpose: Conversion of unsecured loan aggregating up to ₹1,36,50,000
  • Subject to: Shareholder approval by Special Resolution, and receipt of statutory, regulatory and other approvals
  • Nature of consideration: No cash consideration - shares allotted upon conversion of outstanding unsecured loan
  • Transaction falls within Related Party Transactions as allottees belong to Promoter/Promoter Group
  • No change in management or control of the Company resulting from this allotment

4. EGM Convening

  • Approval for convening an Extra-Ordinary General Meeting of the Members of the Company
  • Approval of the draft Notice of EGM together with the explanatory statement pursuant to Companies Act, 2013

5. Scrutinizer Appointment

  • Appointment of Mr. Sumit Bajaj (Membership No. 45042), Proprietor of M/s Sumit Bajaj & Associates, Practicing Company Secretaries
  • Role: Scrutinizer for conducting the remote e-voting process and e-voting during the Extra-Ordinary General Meeting

Shareholding Impact Analysis

Pre-Issue Shareholding (as of 17th June, 2026):

  • Ashish Khanna: 16,71,952 shares (17.34%)
  • Aditya Khanna: 16,71,852 shares (17.34%)
  • Total Promoter Group: 33,43,804 shares (34.68%)

Proposed Allotment:

  • Ashish Khanna: 6,50,000 shares
  • Aditya Khanna: 6,50,000 shares
  • Total: 13,00,000 shares

Post-Issue Shareholding:

  • Ashish Khanna: 23,21,952 shares (21.22%)
  • Aditya Khanna: 23,21,852 shares (21.22%)
  • Total Promoter Group: 46,43,804 shares (42.44%)

Effective Dates and Conditions

All approvals are subject to receipt of shareholders' approval through Special Resolution at the EGM and other statutory/regulatory approvals as may be required.