Please Find Enclosed the Notice of EGM of RLF Limited to be held on 17th July 2026

RLF LIMITED [Corporate Identification Number -L74999HR1979PLC032747] Registered Office: 14 Kms, Pataudi Road, Village Jhund Sarai Veeran, Gurugram, Haryana, 122016 Corporate Office: D-41, South Extension, Part-II, New Delhi-110049. Website: www.rlfltd.com; Email: compliance@rlfltd.com; Telephone: 011-26258237 NOTICE OF EXTRA - ORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE EXTRA-ORDINARY GENERAL MEETING (THE “MEETING"/ “EGM”) OF THE MEMBERS OF RLF LIMITED (THE “COMPANY”) WILL BE HELD ON FRIDAY, 17T JULY, 2026 AT 10:00 A.M. INDIAN STANDARD TIME (‘IST’) AT THE REGISTERED OFFICE OF THE COMPANY SITUATED AT 14 KMS, GURUGRAM PATAUDI ROAD, SECTOR- 95 VILLAGE JHUND SARAI VEERAN, DISTT. GURUGRAM, HARYANA 122016 TO TRANSACT THE FOLLOWING BUSINESS: SPECIAL BUSINESS: ITEM NO. 1: MEMORANDUM OF UNDERSTANDING/LOAN AGREEMENT ENTERED BETWEEN THE COMPANY LE. RLF LIMITED AND ADITYA KHANNA (MANAGING DIRECTOR) & ASHISH KHANNA DIRECTOR] To consider and, if thought fit, to pass with or without modification(s), if any, the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the Memorandum of Understanding (MOU) / Loan Agreement entered into by the Company with Mr. Aditya Khanna, Managing Director, and Mr. Ashish Khanna, Director, as approved by the Board of Directors at its meeting held on 17th June, 2026, and pursuant to the applicable provisions of the Companies Act, 2013, the rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and other applicable laws, regulations and guidelines, as amended from time to time, consent of the Members of the Company be and is hereby accorded for settlement of the outstanding unsecured loans advanced by Mr. Aditya Khanna and Mr. Ashish Khanna to the Company through conversion of such outstanding loan amounts, in whole or in part, into fully paid-up equity shares of the Company, on such terms and conditions as may be determined by the Board of Directors in accordance with applicable laws. RESOLVED FURTHER THAT subject to applicable provisions of the act and other applicable laws, the Board to do all such acts, deeds, matters and things as also to execute such documents, writings etc. as may be necessary in this regard.” RESOLVED FURTHER THAT the Board of Directors of the company (which expression shall also include a Committee thereof) be authorized to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any director(s), the Company Secretary or any other officer(s) of the company for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution.” WITH COMPANIES ACT, 2013, To consider and, if thought fit, to pass with or without modification(s), if any, the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 14 and all other applicable provisions, if any, of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s), amendment(s) or re-enactment thereof for the time being in force), and subject to such approvals, permissions and sanctions as may be necessary, consent of the Members of the Company be and is hereby accorded for adoption of a new set of Articles of Association ("AOA") of the Company in substitution for and to the entire 1|Page exclusion oft he existing Articles of Association of the Company. RESOLVED FURTHER THAT the new Articles of Association are broadly based on Table F contained in Schedule 1 to the Companies Act, 2013 and have been framed to align the governance framework of the Company with the provisions of the Companies Act, 2013, applicable rules made thereunder, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable laws and regulations, as amended from time to time. RESOLVED FURTHER THAT the Board of Directors of the company (which expression shall also include a Committee thereof) be authorized to take such steps as may be necessary including the delegation of all or any of its powers herein conferred to any director(s), the Company Secretary or any other officer(s) of the company for obtaining approvals, statutory, contractual or otherwise, in relation to the above and to do all acts, deeds, matters and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to this Resolution.” ITEM NO. 3 ISSUANCE OF EQUITY SHARES TO PROMOTER GROUP BY CONVERSION OF EXISTING UNSECURED LOAN ON PREFERENTIAL BASIS To consider and, if thought fit, to pass with or without modification(s), if any, the following Resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 23, 62 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and such others rules and regulations made thereunder (including any amendments, statutory modification(s) and/or re-enactment thereof for the time being in force) (the “Act”), the Memorandum and Articles of Association of the Company and any other rules, regulations, guidelines, notifications, circulars and clarifications issued by the Government of India, and rules and regulations framed there under as amended, the Securities and Exchange Board of India (“SEBI”), including the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time (“Listing Regulations”), the Securities and Exchange Board of India (Substantial Acquisitions of Shares and Takeovers) Regulations, 2011, as amended (the “Takeover Regulations”) as in force the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time (the “SEBI (ICDR) Regulations”) to the extent applicable and approvals including from the BSE Limited (the “Stock Exchanges”), and all other statutes, rules, regulations, guidelines, notifications, circulars and clarifications as may be applicable and subject to such approvals, permissions, sanctions and consents as may be necessary and on such terms and conditions (including any alterations, modifications, corrections, changes and variations, if any, that may be stipulated while granting such approvals, permissions, sanctions and consents as the case maybe) by any other regulatory authorities and which may be accepted by the Board of Directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any duly constituted / to be constituted Committee of Directors thereof to exercise its powers including powers conferred under this resolution) and subject to any other alterations, modifications, conditions, corrections, changes and variations that may be decided by the Board in its absolute discretion, the consent of Members of the Company be and is hereby accorded to the Board to create, offer, issue and allot on a preferential basis at an appropriate time, in one or more tranches, upto 13,00,000 (Thirteen Lakh) fully paid up equity shares (“Equity Shares”) face value of Rs. 10/- (Rupees Ten Only) each at an Issue price of Rs. 10.50/- (Rupees Ten and Fifty Paisa) (including a premium of Rs 0.50 per equity share) aggregating to Rs. 1,36,50,000/- (Rupees One Crore Thirty-Six Lakhs Fifty Thousand Only) by conversion of existing Unsecured Loan into equity shares to the promoter group (hereinafter referred to as the “Proposed Allottees”) as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the members in the manner provided hereunder; 2|Page [Showing first 8,000 characters — download PDF for full document]