RLF Ltd Directors Report

To

The Members,

Your Directors have great pleasure in presenting the 46 th Annual Report together with the Audited Annual Accounts of the Company for the financial year ended on 31 st March, 2026.

1. FINANCIAL RESULTS

The summarized financial results of the Company for the year ended 31 st March, 2026 and for the previous year ended 31 st March, 2025 are as follows:

(Amount in Lakhs)

Particulars	March 31, 2026	March 31, 2025
Revenue from Operations	49.31	108.01
Other Income	49.73	46.83
Total Revenue	99.04	154.85
Total Expenses	130.64	155.17
Profit / (loss) before extraordinary items and tax	(31.60)	(0.32)
Profit / (loss) before tax	(31.60)	(5.08)
Profit/ Loss for the year	(31.60)	(22.82)
Earnings Per Share
-Basic	(0.33)	(0.24)
-Diluted	(0.32)	(0.23)

2. PERFORMANCE HIGHLIGHTS

During the year under review, the Company has Total Revenue of Rs. 99.04 Lakhs and has incurred loss of Rs. 31.60 Lakhs at the year ended 31.03.2026 as Compared to Total Revenue of Rs. 154.85 Lakhs and incurred loss of Rs. 22.82 Lakhs during the previous year ended 31.03.2025. These financial results are presented in the Statement of Profit & Loss and are self-explanatory.

The Companys focus shall continue to be on improving specialty and efforts particularly on embroidery business which would yield results in coming years. These actions would continue to enhance the pace of business and would contribute in long term growth.

3. SHARE CAPITAL

a. Authorised Share Capital

The Authorised share capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of Rs. 10 each as on Financial Year ended 2025-2026.

b. Issued, Subscribed & Paid-Up Capital

Beginning of the financial year 2025-26, the Issued Share Capital of the Company stood at ^9,98,88,830/-, comprising 99,88,883 equity shares of Rs. 10/- each.

Out of the aforesaid issued capital, 96,43,160 equity shares were fully paid-up and 3,45,723 equity shares were partly paid-up, on which Rs.5/- per share remained payable towards the balance call money.

During the financial year 2025-26, the Company made a final call of Rs.5/- per share on the partly paid-up equity shares. In respect of 300 partly paid-up equity shares, the balance call money was received. However, the balance 3,45,423 partly paid-up equity shares remained unpaid despite the requisite notices having been issued to the concerned shareholders.

Consequently, the Board of Directors, at its meeting held on 2nd September, 2025, approved the forfeiture of the said 3,45,423 partly paid-up equity shares in accordance with the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company. The forfeiture was subsequently approved by BSE Limited vide its letter dated 20 th January, 2026.

Accordingly, upon forfeiture, the said 3,45,423 equity shares ceased to form part of the subscribed and paid-up share capital of the Company, and the paid-up share capital of the Company as at 31st March, 2026 stood at Rs.9,64,34,600/-, comprising 96,43,460 fully paid-up equity shares of Rs.10/- each.

The corporate action relating to the forfeiture was subsequently approved by CDSL on 6 th July, 2026 and NSDL on 11th August, 2026.

The forfeiture resulted in the reduction of the Companys issued/subscribed share capital to the extent of the forfeited shares and consequently reduced the paid-up share capital to Rs.9,64,34,600/-

4. DIVIDEND

The Board of Directors of the Company has not recommended any dividend during the year after reviewing Financial Statements of the Company.

5. RESERVE

The Company has not proposed any amount to be transferred to the General Reserve.

6. DEPOSITS

During the year under review, Company has not invited, accepted or renewed any deposit from the public in terms of the provisions of Section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules made there under. Accordingly, the requirement to furnish details relating to deposits covered under Chapter V of the Companies Act, 2013 does not arise.

7. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no significant changes was made in the nature of the company.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no material changes or commitments which have affected or may affect the financial position of the Company. The Company continues to focus on strengthening its operational framework and pursuing opportunities that contribute towards sustainable growth and development.

However, subsequent to the closure of the financial year, the Board of Directors of the Company, at its meeting held on 17th June, 2026, approved the proposal for issue of 13,00,000 Equity Shares on a preferential basis pursuant to conversion of outstanding loan amounting to Rs.1,36,50,000/- into equity share capital.

The preferential issue is being undertaken with the objective of converting the outstanding loan liability into equity, thereby strengthening the capital structure of the Company and reducing its financial liabilities. The proposal was subsequently approved by the members of the Company at the General Meeting held on 17th July, 2026.

The Company made the requisite application/disclosures to BSE Limited on 22nd June, 2026 in connection with the proposed preferential issue. Subsequently, the Company received the requisite approval from BSE Limited on 27th August, 2026 in relation to the proposed preferential issue. The Company shall proceed with the allotment of the said Equity Shares and complete the requisite corporate actions in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations.

9. SUBSIDIARY, ASSOCIATE AND JOINT VENTURE

During the year under review, the Company does not have any Subsidiary, Associate and Joint Venture.

10. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meeting of the Board of Director and General Meetings, respectively, have been duly followed by the Company.

11. KEY MANAGERIAL PERSONNEL

Mr. Aditya Khanna -	Managing Director
Mr. Aditya Khanna -	Chief Financial Officer
Ms. Deepti Mittal -	Company Secretary

Details of Chief Financial Officer are as follows:

Mr. Ashish Khanna was appointed as the Chief Financial Officer of the Company who had resigned from its office- effective from dated 29 th May, 2025 and Mr. Aditya Khanna has been appointed as new Chief Financial Officer of the Company of the Company effective from dated 29 th May, 2025.

Accordingly, as on 31st March, 2026, Mr. Aditya Khanna was serving as the Managing Director & Chief Financial Officer and Ms. Deepti Mittal was serving as the Company Secretary & Compliance Officer of the Company.

12. DIVERSITY OF THE BOARD

The Company believes that diversity is important to the work culture at any organization. In particular, a diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications and professional experience for achieving sustainable and balanced development.

13. DIRECTORS

The Board Comprises of 4 Directors, namely: -

Mr. Aditya Khanna -	Managing Director
Mr. Ashish Khanna -	Non- Executive Director
Mrs. Gunja Singh -	Women Independent Director
Mr. Karm Sawhney -	Independent Director

All the Independent Directors of your Company have given declarations that they meet criteria of Independence as prescribed both under the Act and Securities and Exchange of Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

CHANGE IN BOARD OF DIRECTORS DURING THE FINANCIAL YEAR

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

1. Mr. Nakul Badopalia , Independent Director of the Company, resigned from the office of Director with effect from 12th May, 2025.

2. Mr. Vikas Grover , Non-Executive Director of the Company, resigned from the office of Director with effect from 12th May, 2025.

3. Mr. Karm Sawhney (DIN: 09821671) was appointed as an Additional Director in the capacity of Non Executive Independent Director of the Company with effect from 29th May, 2025.

4. Mr. Ashish Khanna was redesignated as Non-Executive Non-Independent Director of the Company with effect from 29th May, 2025.

5. Mrs. Gunja Singh (DIN: 08592621) was re-appointed as an Independent Director of the Company at the Annual General Meeting held on 30 th September, 2025.

6 . Mr. Karm Sawhney (DIN: 09821671), who was appointed as an Additional Director in the capacity of Non Executive Independent Director, was regularised and appointed as an Independent Director of the Company at the Annual General Meeting held on 30th September, 2025.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED

Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, read with the Articles of Association of the Company, one-third of the Directors liable to retire by rotation shall retire at every Annual General Meeting (AGM) and, being eligible, may offer themselves for re-appointment.

At the 45th Annual General Meeting of the Company held on 30th September 2025, Mr. Aditya Khanna retired by rotation and was re-appointed as a Director of the Company.

Accordingly, Mr. Ashish Khanna (DIN: 01251582), Director of the Company, is liable to retire by rotation at the ensuing AGM and, being eligible, has offered himself for re-appointment.

The Board of Directors recommends the re-appointment of Mr. Ashish Khanna as a Director of the Company for consideration and approval of the Members at the ensuing AGM.

The Board is of the opinion that Mr. Ashish Khannas continued association with the Company would be beneficial to the Company and accordingly recommends his re-appointment.

14. MEETINGS OF THE BOARD:

The Board of the company regularly meets to discuss various business opportunities. Additional Board Meetings are convened as and when required to discuss and decide on various business policies, strategies and other businesses. During Financial Year 2025-26, 5 (Five) Board Meeting has been conducted and the maximum time gap between any two meetings was not more than 120 days.

S.No. Date of Meetings	Board Strength	No. of Directors present
1 29 th May, 2025	03	03
2 13 th August, 2025	04	04
3 02 nd September, 2025	04	04
4 12 th November, 2025	04	04
5 13 th February, 2026	04	04

The strength of Board of Directors as on March 31, 2026 were 4 Directors. The Board comprises of One Managing Director, One Non-Executive Director and Two Independent Directors. The composition of Board of Directors and attendance of Directors at the Board Meetings during the year and at the last Annual General Meeting and also number of other directorships, committee memberships and chairmanship held by them are given below:

Name of Directors	DIN	Details Category	Attendance Board Meeting	45th AGM 30/09/2025
Mr. Aditya Khanna	01860038	M.D.	5	Yes
Mr. Ashish Khanna	01251582	N.E.D.	5	Yes
Mrs. Gunja Singh	08592621	I.D.	5	Yes
Mr. Karm Sawhney	09821671	I.D.	4 *	Yes

* Mr. Karm Sawhney was appointed as an Additional Director in the capacity of Non-Executive Independent Director of the Company with effect from 29th May, 2025.

E.D. - Executive Director;

I.D. - Independent Director;

M.D - Managing Director.

NED- Non-Executive Director

15. RELATED PARTY TRANSACTION

During the financial year under review, all transactions entered into with related parties were in the ordinary course of business and on an arms length basis, wherever applicable, and were in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The disclosures of related party transactions are made in the Notes to the Financial Statements in accordance with the applicable accounting standards. The Company follows Ind AS 24 - Related Party Disclosures.

Pursuant to Sections 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements entered into by the Company with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are provided as Annexure- A to this Boards Report.

The details of related party transactions, as required under the applicable provisions of the Companies Act, 2013 and the SEBI LODR Regulations, are appropriately disclosed in the Financial Statements.

16. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations) is presented in a separate section, forming part of the Annual Report as an Annexure- B

17. CFO CERTIFICATION

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Chief Financial Officer of the Company has furnished the requisite certificate to the Board of Directors in respect of the financial statements of the Company for the financial year ended 31st March, 2026.

The said certificate, covering the matters prescribed under the applicable provisions of the SEBI LODR Regulations, 2015, including the accuracy of financial information and adequacy of internal financial controls, is annexed to this Boards Report as Annexure-C.

18. AUDITOR AND AUDITORS REPORT:

Statutory Auditor

In terms of Section 139 of the Act, read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 44th Annual General Meeting of the Company held on 30th September 2024, approved the appointment of M/s. RK Bhalla & Co. , Chartered Accountants (Firm Registration No. 024798N ), as the Statutory Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 44th Annual General Meeting till the conclusion of 49th Annual General Meeting to be held in the financial year 2029.

Further the report of the Statutory Auditors along with notes to Schedules is enclosed to this report.

The Statutory Auditors of the Company, in their Report on the Audited Financial Statements for the financial year ended 31st March, 2026 , have expressed a qualified opinion in respect of the matter relating to the valuation of the land parcel. The qualification and the managements response thereto are set out below:

Sr. Particulars of Auditors Qualification No.

Managements Response

1. The Company has adopted the revaluation model for the land parcel. However, it is difficult for the management to ascertain the correct value of the land as at 31st March, 2026, owing to uncertainties relating to its valuation. The land parcel may fall within a green belt area and/or road widening area and, accordingly, the Company may receive a settlement value against the land which may differ from its fair value. As per the report of an external expert, the value of the land as at 31st March, 2026 is Rs.4,007.48 lakhs .

The management is presently unable to ascertain the exact financial impact, if any, arising from the uncertainties relating to the valuation and ultimate realisable value of the land parcel. The Company has adopted the revaluation model for the land and has relied upon the valuation report issued by an independent external valuer, who has valued the land at Rs.4,007.48 lakhs as at 31st March, 2026. However, considering the uncertainty regarding the possible applicability of green belt restrictions and/or road widening requirements by the concerned authorities, the ultimate realisable or settlement value of the land may vary from the fair value determined by the independent external valuer. The management will continue to monitor the matter and take appropriate action based on the outcome of the proceedings/decisions of the concerned authorities.

The Board of Directors has duly considered and taken note of the qualification expressed by the Statutory Auditors. The Board is of the view that the valuation of the land has been carried out based on the valuation report obtained from an independent external valuer and that the matter has been appropriately disclosed in the Financial Statements. The Company will continue to monitor the matter and make necessary adjustments, if any, based on the outcome of the relevant proceedings and applicable accounting requirements.

Secretarial Auditors

In terms of the provision of the Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s Sumit Bajaj & Associates, a peer reviewed Practicing Company Secretaries as Secretarial Auditor of the Company for the Financial Year 2025-26.

In accordance with the provisions of Section 204 of the Act, M/s Sumit Bajaj & Associates conducted the secretarial audit for the financial year ended 31 March 2026. The Secretarial Audit Report issued by the Secretarial Audit in Form MR-3 is attached as Annexure D and forms part of the Directors Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Internal Auditor

M/s Pankaj Sachdeva & Co ., (Firm Registration No. 039532N) was appointed as Internal Auditor of the Company for the financial year 2025-2026 on 13th August, 2025 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.

The Report of the Internal Auditors is reviewed by the Audit Committee.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company for the Financial Year 2025-26, as the Company did not satisfy any of the prescribed criteria of net worth of Rs.500 crore or more, turnover of Rs. 1,000 crore or more, or net profit of Rs.5 crore or more during the immediately preceding financial year.

Accordingly, the Company was not required to constitute a CSR Committee, formulate a CSR Policy or incur any expenditure towards CSR activities during the financial year under review. The applicability of the CSR provisions shall be reviewed by the Company on an ongoing basis with reference to the financial parameters prescribed under Section 135 of the Companies Act, 2013.

20. PARTICULARS OF LOANS AND GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments cover under the Provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to the Standalone Financial statements for the financial year ended 31 March 2026.

21. EXTRACTS OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, the Annual Return of the Company in the prescribed Form MGT-7 shall be made available on the website of the Company.

The web-link to the Annual Return shall be active and accessible and shall be disclosed in the prescribed manner in the Boards Report. The Annual Return can be accessed at:

Web-link: https://www.rlfltd.com/.

22. INDEPENDENT DIRECTORS DECLARATION

Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act,2013 and the relevant Rules.

These declarations confirm that they are independent of the management and possess the requisite integrity, expertise, and experience to serve on the Board as Independent Directors. The Board of Directors places on record its deep appreciation for the valuable contributions made by the Independent Directors in guiding the Company towards sustained growth and governance excellence.

23. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at https://www.rlfltd.com/.

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals

24. CORPORATE GOVERNANCE REPORT

The Company is listed on the BSE Limited. Pursuant to Regulation 15(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the Corporate Governance provisions specified under Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26 and 27 of the SEBI LODR Regulations, 2015, is not applicable to a listed entity having paid-up equity share capital not exceeding Rs.10 crore and net worth not exceeding Rs.25 crore as on the last day of the previous financial year.

In this regard, the Company confirms that its paid-up equity share capital as at 31st March, 2026 was Rs.9,64,34,600/- (Rupees Nine Crore Sixty-Four Lakh Thirty-Four Thousand Six Hundred Only) and its net worth as at 31st March, 2026 was Rs.69,05,474/- (Rupees Sixty-Nine Lakh Five Thousand Four Hundred Seventy-Four Only).

Accordingly, both the paid-up equity share capital and net worth of the Company were within the thresholds prescribed under Regulation 15(2)(a) of the SEBI LODR Regulations, 2015. Hence, the Corporate Governance provisions specified under Regulations 17 to 27 of the SEBI LODR Regulations, 2015, are not applicable to the Company for the financial year 2025-26.

The Company shall continue to monitor the applicability of the Corporate Governance provisions based on the prescribed thresholds and the applicable provisions of the SEBI LODR Regulations, 2015.

25. DEMATERIALISATION OF SHARES

As on 31st March, 2026 , the Company had 96,43,460 equity shares of Rs.10/- each as its paid-up equity share capital. The shares of the Company are under compulsory dematerialised trading and the ISIN of the Company is INE629C01014 .

Out of the total paid-up equity shares, 73,81,108 equity shares were held in dematerialised form, comprising 52,00,502 shares with NSDL and 21,80,606 shares with CDSL . The balance 22,62,352 equity shares were held in physical form.

The Company continues to facilitate the dematerialisation of shares held in physical form in accordance with the applicable provisions of the SEBI Regulations and other applicable laws.

26. MEETINGS OF INDEPENDENT DIRECTORS

The Companys Independent Directors met once during the financial year 2025-26, on 2nd September, 2025 , without the presence of Non-Independent Directors and Management Personnel.

The meeting was held to discuss matters pertaining to the affairs of the Company and to review the performance of the Board, Non-Independent Directors and the Chairperson, as applicable. The Independent Directors also assessed the quality, quantity and timeliness of the flow of information between the management and the Board.

27. COMMITTEES OF THE BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Share Transfer/ Transmission Committee

AUDIT COMMITTEE

The Audit Committee comprises of three (3) members, two (2) of them are independent non-executive directors and one (1) is executive director. The Committees composition and terms of reference meet with requirements of Section 177 of the Companies Act, 2013 and Listing Regulations.

Composition of the Audit Committee

The composition and attendance of the Audit Committee during the financial year were as follows:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Karm Sawhney	Independent Director (Appointed as Chairperson w.e.f. 29th May, 2025)	Chairperson	4
Ms. Gunja Singh	Independent Director	Member	5
Mr. Aditya Khanna	Managing Director (Appointed as member w.e.f. 29th May, 2025)	Member	4
*Mr. Ashish Khanna	Executive Director (Designation changed from Executive Director to NonExecutive Director w.e.f. 29th May, 2025)	Member	1
*Mr. Nakul Badopalia	Independent Director (Resigned w.e.f. 12th May, 2025)	Member	0

* Mr. Ashish Khanna ceased to be a member of the Audit Committee with effect from 29th May, 2025. Mr. Nakul Badopalia ceased to be a member of the Audit Committee upon his resignation as an Independent Director with effect from 12th May, 2025.

As on 31st March, 2026 , the Audit Committee comprised three members , namely Mr. Karm Sawhney, Independent Director - Chairperson; Ms. Gunja Singh, Independent Director - Member; and Mr. Aditya Khanna, Managing Director - Member .

All the members of the Committee have accounting and financial management expertise. The Company Secretary is the secretary to the committee.

The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company;

ii. To review and monitor the auditors independence and performance, and effectiveness of audit process;

iii. To examine the financial statement and the auditors report thereon;

iv. To approve or any subsequent modification of transactions of the company with related parties;

v. To conduct scrutiny of inter-corporate loans and investments;

vi. To evaluate undertakings or assets of the company, wherever it is necessary;

vii. To evaluate internal financial controls and risk management systems;

viii. To monitor the end use of funds raised through public offers and related matters.

ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company.

x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

The Audit Committee functions in accordance with the terms of reference specified by the Board of Directors and ensures the integrity of the Companys financial reporting process, compliance with legal and regulatory requirements, and the adequacy of internal control systems.

During the financial year 2025-2026 Five (5) meeting of Audit Committee were held as under: -

29t h May, 2025

13 th August, 2025

02 nd September, 2025

12 th November, 2025

13 th February, 2026

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee constituted by the Board of Directors consists of 3 non-executive independent/non independent directors. The Committees composition and terms of reference meet with requirements of Section 178 of the Companies Act, 2013 and Listing Regulations. The Members of the Nomination & Remuneration Policy possess sound knowledge/expertise/exposure.

Composition of the Nomination and Remuneration Committee

The committee comprises the following directors as on 31st March, 2026:

Name	Designation	Chairperson /Member	No. of meeting(s) attended
Mrs. Gunja Singh	Independent Director	Chairperson	2
Mr. Karm Sawhney	Independent Director (Appointed as member w.e.f. 29th May, 2025)	Member	2
Mr. Ashish Khanna	Non-Executive Director (Appointed as member w.e.f. 29th May, 2025)	Member	2

*. Mr. Nakul Badopalia ceased to be a member of the Nomination & Remuneration Committee upon his resignation as an Independent Director with effect from 12 th May, 2025. Mr. Vikas Grover ceased to be a member of the Nomination & Remuneration Committee with effect from 12th May, 2025.

The Committee has been authorized to look after following major functions:

1. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

3. To ensure that—

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

(b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

(d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

During the financial year 2025-2026 Two (2) meeting of Nomination and Remuneration Committee were held as under: -

29t h May, 2026

02 nd September, 2025

STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee meets with the requirement of Section 178 of the Companies Act, 2013 and Listing Regulations. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

Brief description of terms of reference:

To approve issue of duplicate Share Certificate and to oversee and review all matters connected with transfer of Companys Securities and to resolve concerns/complaints/ grievances of the security holders including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

Composition of the Stakeholders Relationship Committee

The committee comprises the following directors as on 31st March, 2026:

Name	Designation	Chairperson/Member	No. of meeting(s) attended
Mr. Ashish Khanna	Non-Executive Director	Chairperson	1
	(Appointed as chairperson w.e.f. 29th May, 2025)
Mrs. Gunja Singh	Independent Director	Member	1
Mr. Aditya Khanna	Managing Director (Appointed as member w.e.f. 29th May, 2025)	Member	1

* Mr. Vikas Grover ceased to be a member of the Stakeholders Relationship Committee with effect from 12th May, 2025. Mr. Ashish Khanna ceased to be a member of the Stakeholders Relationship Committee with effect from 29th May, 2025 as executive director.

During the financial year 2025-2026 One (1) meeting of Stakeholders Relationship Committee were held as under:

? 02 nd September, 2025

> SHARE TRANSFER/ TRANSMISSION COMMITTEE

Board of Directors of the company in its meeting dated 12 th November, 2024 constituted the Share Transfer/ Transmission Committee which comprises of following members as on date:

Name	Designation	Chairperson/Member
Mr. Ashish Khanna	Non-Executive Director (Appointed as chairperson w.e.f. 29th May, 2025)	Chairperson
Mrs. Gunja Singh	Independent Director	Member
Mr. Aditya Khanna	Managing Director	Member

28. DETAILS IN RESPECT OF FRAUD

During the year under review, the Statutory Auditor in their report have not reported any instances of frauds committed in the Company by its Officers or Employees under section 143(12) of the Companies Act, 2013.

29. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors of the Company confirm that:

(i) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and proper explanation relating to material departures, if any, has been provided;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Directors have prepared the annual accounts on a going concern basis;

(v) Being a listed Company, the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively during the financial year; and

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year.

30. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the performance evaluation was carried out as under:

Board

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of Board, having regard to various criteria such as Board Composition, Board processes, Board dynamics, etc. The Independent Directors at their spate meeting also evaluated the performance of Board as whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as whole was satisfactory.

Committees of the Board

The performance of Audit Committee, Nomination and Remuneration Committee, the Stakeholders Relationship Committee, Share Transfer/ Transmission Committee was evaluated by the Board having regard to various criteria. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

Relevant expertise;

Attendance of Directors in various meetings of the Board and its Committees;

Effective participation in decision making process;

Objectivity and independence;

Level of awareness and understanding of the Companys business;

Professional conduct of the directors in various meetings of the Board and its committees;

Compliance with the Code of Conduct of the Company;

Ability to act in the best interest of the Company.

31. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower policy, to provide a formal mechanism to the Directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Listing Regulations.

This Vigil Mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. It is affirmed that no personnel of the company have been denied access to the Audit Committee.

32. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has less than ten number of employees therefore the company is not required to constitute/ reconstitute Internal Complaints Committee (ICC), however if any case recorded in that case the reporting shall be made with Local Complaint Committee.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	NIL
Number of complaints disposed off during the year	NIL
Number of cases pending for more than ninety days	NIL

33. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

The information relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Rule 8(3) of the Companies (Accounts) Rules, 2014, is provided below:

A. CONSERVATION OF ENERGY

The Company does not belong to the category of power-intensive industries and, accordingly, consumption of energy is not significant. However, the Company continues to remain conscious of the importance of energy conservation and regularly reviews measures for efficient utilisation and reduction of energy consumption.

During the year under review, the Company operated its embroidery unit at Gurugram comprising four computerized embroidery machines. The Company has phased out less efficient machines and continues to evaluate measures for improving operational efficiency and reducing energy consumption.

B. TECHNOLOGY ABSORPTION

The Company continues to adopt and utilise appropriate technology in its operations. During the year under review, the Company did not undertake any significant technology absorption or expenditure on Research and Development requiring specific disclosure under the applicable provisions.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no significant foreign exchange earnings or outgo during the financial year under review. The particulars, wherever applicable, are disclosed in the Notes to the Financial Statements forming part of the Annual Report.

34. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

Sr. No. Particulars	Remarks
1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year.	During the financial reporting period, remuneration of Rs. 9.60 lakhs are paid to Director and Key Managerial Personnels of the Company for the financial year 2025-2026.
2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.
3 The percentage increase in the median remuneration of employees in the financial year.	Not Applicable, As there was no comparable increase in median remuneration requiring disclosure.
4 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.	Not Applicable, As there was no material increase in employee remuneration requiring such comparison.
5 Affirmation that the remuneration is as per the remuneration policy of the Company	The Company affirms that the remuneration paid to its Directors and Key Managerial Personnel is in accordance with the Nomination and Remuneration Policy of the Company.
6 The number of Permanent employees on the Pay Rolls of the Company	6

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

35. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has a Risk Management Policy approved by the Board of Directors. The Company has established a risk management framework to identify, assess, monitor and mitigate various risks that may affect its business operations and objectives.

The risk management process is designed to anticipate and evaluate potential risks and undertake appropriate measures to minimise their impact on the Companys business. The identified risks are reviewed periodically by the management and appropriate mitigation measures are undertaken, wherever required.

The key risks and concerns of the Company, along with the measures undertaken to address them, have been discussed in greater detail in the Management Discussion and Analysis Report forming part of this Annual Report.

36. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

37. WEBSITE OF THE COMPANY:

The Company maintains an updated website at https://www.rlfltd.com/, which serves as a comprehensive source of information for its stakeholders, including shareholders, investors and the general public.

The website contains information about the Company and such details, disclosures, policies and documents as are required to be made available under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable.

38. MAINTENANCE OF COST RECORDS

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company for the financial year 2025-26, as the Companys activities do not fall within the classes of companies/industries prescribed under the said provisions.

Accordingly, the Company is not required to maintain cost records or undergo cost audit in respect of the financial year under review.

39. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal financial controls to safeguard and protect the Company from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported to the Management. The Company is following the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements. The internal financial controls have been embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, continuous monitoring by functional leaders as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Audit Committee reviews adequacy and effectiveness of Companys Internal Controls and monitors the implementations of audit recommendations.

40. LISTING FEES

The Listing Fees for the financial year 2025-26 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/ TRIBUNAL:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future,

42. INSOLVENCY & BANKRUPTCY CODE/ SETTLEMENT:

No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one-time settlement with any Bank or Financial Institution.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

The disclosure under this clause is not applicable as the Company has not undertaken any one-time settlement with the banks or financial institutions.

44. MATERNITY BENEFIT

The Company affirms that it is in full compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company is committed to fostering a supportive and inclusive work environment, and ensures that all relevant policies and practices are regularly reviewed and aligned with the applicable statutory requirements.

45. ACKNOWLEDGEMENT

Your Directors place on record their sincere appreciation for the dedicated efforts and commitment of the employees of the Company at all level. Their contribution has been integral in enabling the Company to overcome the challenges and achieve its objectives. The Board also acknowledges the continued support received from the Companys bankers and extends its gratitude to all stakeholders, including the vendors, customers, auditors, consultants, financial institutions, government bodies, dealers, and other business associates for their cooperation and support. The Board also deeply recognizes the trust and confidence placed by the consumers of the Company and the Members.

For and On Behalf of the Board RLF LIMITED

	SD/-	SD/-
DATE: 02/09/2026	ASHISH KHANNA	ADITYA KHANNA
PLACE: GURUGRAM	DIRECTOR	MANAGING DIRECTOR
	DIN:01251582	DIN:01860038