Nature of the Disclosure

RLF Limited has issued a notice for an Extraordinary General Meeting (EGM) to be held on 17th July, 2026 at 10:00 AM IST at its Registered Office in Gurugram, Haryana. The meeting will consider three items of special business requiring shareholder approval via special resolutions.

Key Agenda Items and Financial Details

ITEM NO. 1: Memorandum of Understanding/Loan Agreement with Directors

  • Approval sought for conversion of outstanding unsecured loans advanced by Mr. Aditya Khanna (Managing Director) and Mr. Ashish Khanna (Director) into equity shares
  • Board approved the arrangement at its meeting on 17th June, 2026
  • Conversion intended to strengthen capital structure, reduce debt obligations, and improve debt-equity position
  • Total outstanding unsecured loans from promoters: ₹2,69,35,973 (Two Crore Sixty-Nine Lakh Thirty-Five Thousand Nine Hundred Seventy-Three Only)

ITEM NO. 2: Adoption of New Articles of Association

  • Proposal to adopt new Articles of Association in substitution of existing Articles
  • New Articles based on Table F of Schedule I to Companies Act, 2013
  • Aimed at aligning governance framework with Companies Act 2013 and SEBI regulations

ITEM NO. 3: Preferential Allotment to Promoter Group

  • Issuance of up to 13,00,000 (Thirteen Lakh) fully paid-up equity shares of face value ₹10 each
  • Issue price: ₹10.50 per share (including premium of ₹0.50 per share)
  • Total issue size: ₹1,36,50,000 (One Crore Thirty-Six Lakh Fifty Thousand Only)
  • Shares to be allotted to promoter group through conversion of existing unsecured loans

Allottee Details

| Sr. No. | Name | Category | Number of Shares | Amount (₹) |

| 1 | Aditya Khanna | Promoter Group | 6,50,000 | 68,25,000 |

| 2 | Ashish Khanna | Promoter Group | 6,50,000 | 68,25,000 |

| Total | | | 13,00,000 | 1,36,50,000 |

Pricing and Valuation

  • Relevant date for price determination: 17th June, 2026 (30 days prior to EGM date)
  • Valuation report dated 17th June, 2026 by Mr. Bhavin Patel, Independent Registered Valuer (IBBI Regd. No. IBBI/RV/05/2019/11668)
  • Price determined by valuer: ₹10.50 per share
  • Equity shares were infrequently traded on BSE Limited

Shareholding Pattern Impact

Pre-Issue (as on 31st March, 2026):

  • Total shares: 96,43,460
  • Promoter & Promoter Group holding: 57,49,303 shares (59.62%)
  • Aditya Khanna holding: 16,71,852 shares (17.34%)
  • Ashish Khanna holding: 16,71,952 shares (17.34%)

Post-Issue:

  • Total shares: 1,09,43,460
  • Promoter & Promoter Group holding: 70,49,303 shares (64.42%)
  • Aditya Khanna holding: 23,21,852 shares (21.22%)
  • Ashish Khanna holding: 23,21,952 shares (21.22%)
  • Combined promoter holding increases from 34.68% to 42.44%

Timeline and Process

  • E-voting period: 14th July 2026 (9:00 AM) to 16th July 2026 (5:00 PM)
  • Cut-off date for voting eligibility: 10th July 2026
  • Scrutinizer: Mr. Sumit Bajaj, Practicing Company Secretary
  • Allotment to be completed within 15 days of shareholder approval or regulatory approvals
  • Shares to be issued in dematerialized form

Voting Arrangements

  • Remote e-voting facility provided through MUFG Intime India Pvt. Ltd
  • Detailed instructions provided for shareholders holding shares in both physical and demat form
  • Proxy forms accepted until 48 hours before meeting

Financial Impact

  • Reduction in unsecured loan liability by ₹1,36,50,000
  • Increase in equity share capital by ₹1,30,00,000 and securities premium by ₹6,50,000
  • Improvement in debt-equity ratio and capital structure
  • Elimination of interest burden on converted loan portion