Your Directors are pleased to present the 30^th Annual Report of the Real Growth Corporation Limited
(formerly known as Real Growth Commercial Enterprises Limited) (the “Company” or “RGCL”) along
with the Audited Financial Statements for the Financial Year ending March 31, 2025.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31^st, 2025 is
summarized as below:

Notes:

1. The above figures have been extracted from the audited financial statements as per Indian
Accounting Standard (IND-AS).

2. Previous year figures have been regrouped/rearranged wherever necessary.

2. OPERATION AND STATE OF COMPANY’S AFFAIRS:

During the financial year under review, your Company's total revenue is Rs.860.86 Lakh as
compared to total revenue of Rs.108.92 Lakh in the last year. The profit of your Company is
Rs.727.64 Lakh as compared to the loss of Rs. 112.70 Lakh in the last year.

Your Company looks forward to more strengthen its operations by consistently focusing on
enhancing its profit for the coming years.

3. REVOCATION OF SUSPENSION IN TRADING OF EQUITY SHARES WITH BSE
LIMITED

During the year under review, it is a matter of pleasure to inform that the suspension of trading in
the equity share of the Company has been revoked from July 3, 2024 as per notice received from
BSE Limited vide notice number 20240625-17 dated June 25, 2024. Pursuant to SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January 22, 2020 (formerly SEBI Circular No.
SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018), trading in the securities of the Company
has been resumed in the “XT” group. Further, in reference to the Exchange notice no. 20181029 -
18 dated October 29, 2018, and as per the provisions of Para (I)(e) of the said notice, the securities
of the company has also been moved out of “Stage 3” of the GSM framework, effective from
Wednesday, July 3, 2024.

4. CHANGE IN THE NATURE OF THE BUSINESS:

There was no change in the nature of the business of the Company during the year under review.

5. TRANSFER TO RESERVES:

The proviso to Section 123 (1) of Companies Act, 2013 (the Act) does not mandate the Company
to transfer any amount of its profits to General Reserve. Accordingly, the Company has not
transferred any amount to the Reserve for specific purpose during the current financial year.

6. DIVIDEND

No Dividend is declared by the company during the period under review.

Your Company did not have any funds lying unpaid or unclaimed for a period of 7 (seven) years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF) during the year under review.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, the Company was not required to file any form with the IEPF/
Ministry of Corporate Affairs during the year under review.

7. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2025 was Rs.25,00,00,000/- (Rupees
Twenty Five Crore only) consisting of:

i. Rs.4,25,00,000 (Rupees Four Crore Twenty Five Lakhs Only) consisting of 42,50,000 (Forty
Two Lakhs Fifty Thousand) Equity Shares of Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,75,00,000 (Rupees Twenty Crore Seventy Five Lakhs Only) consisting of 20,75,000
(Twenty Lakhs Seventy Five Thousand) 2% Redeemable Cumulative Preference Shares of
Rs.100/- (Rupees One Hundred Only) each.

The issued, subscribed and paid capital of the Company as on March 31 2025, is Rs. 24,00,00,000/-
(Rupees Twenty Four Crore Only) consisting of:

i. Rs.4,00,00,000 (Rupees Four Crore Only) consisting of 40,00,000 (Forty Lakhs Thousand)
Equity Shares of Rs.10/- (Rupees Ten Only) each; and

ii. Rs.20,00,00,000 (Rupees Twenty Crore Only) consisting of 20,00,000 (Twenty Lakhs) 2%
Redeemable Cumulative Preference Share of Rs.100/- (Rupees One Hundred Only) each. The
issued capital of Redeemable Cumulative Preference Share has been considered as other
financial liability in the financial statements, in accordance with the requirements of applicable
Ind-AS.

During the year under review, there was no change in the capital structure of the Company.

During the year under review, the Company has neither issued shares with Deferential Voting
Rights nor granted Stock Options nor Sweat Equity.

8. LISTING OF SHARES

The Company's equity shares are listed at the BSE Limited. The annual listing fee for the financial
year 2024-25 has been paid to stock exchange. During the period under review, the Company has
received approval from BSE Limited, vide ref. no LIST/COMP/SHB/420/2024-25 dated August
07, 2024 for reclassification of erstwhile promoters as enumerated in the said communication from
the Promoters and Promoter Group category to Public Category of shareholders in accordance with
the Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

9. DEMATERIALISATION OF SHARES

As on March 31,2025, 86.14% of the Company's total equity paid up capital representing 3,445,440
equity shares are held in dematerialized form. The SEBI (LODR) Regulations, 2015 mandates that
the transfer, transmission etc., shall be carried out in dematerialized form only. The Company has
already sent intimation to shareholders who hold shares in physical form advising them to get their
shares dematerialized and also through this notice.

10. STATEMENT CONTAINING SALIENT FEATURES OF SUBSIDIARIES, JOINT
VENTURE ASSOCIATE COMPANIES

The Company do not have any Subsidiary, Associate or Joint Venture Company. Further, there is
no company which became or ceased to be its subsidiaries, joint ventures or associate companies
during the year under review.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2024-2025, the Company entered into transactions with related parties as
defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of
Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm’s
length basis and in accordance with the provisions of the Act read with the Rules issued thereunder
and Listing Regulations.

During the year under review, All Related Party Transactions were reviewed and prior approved by
the Audit Committee and are in accordance with the Policy on Related Party Transactions
formulated in accordance with the provisions of the Act read with Rules issued thereunder and the
Listing Regulations. The Board also reviewed and approved the transactions with related parties on
the recommendation of the Audit Committee. The Company has a Board approved policy on
dealing with Related Party Transactions.

Prior omnibus approvals are granted by the Audit Committee for related party transactions which
are of repetitive nature, entered in the ordinary course of business and are on arm’s length basis in
accordance with the provisions of the Act read with Rules issued thereunder and the Listing
Regulations.

The details of the related party transactions as per IND AS - 24 are set out in Note No. 29 to the
Financial Statements of the Company.

The Form AOC -2 pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 is set out in the Annexure -I to this report.

12. PUBLIC DEPOSITS

During the year under review, your Company did not invite /accept any deposits from public in
terms of provisions of Section 73 of the Companies Act, 2013, read with the Companies
(Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance sheet.

The Ministry of Corporate Affairs (MCA) has amended the Companies (Acceptance of Deposits)
Rules, 2014, pursuant to which the Company is required to file with the Registrar of Companies
(ROC) requisite annual return in Form DPT-3 for outstanding receipt of money/loans which are not
considered as deposits. The annual return in Form DPT-3 for the financial year ended March 31,
2025 has been filed by the Company.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of
Association of the Company read with the Companies (Appointment and Qualification of Directors)
Rules, 2014, Mr. Himanshu Garg, Director (DIN:08055616) is liable to retire by rotation at the
ensuing Annual General Meeting. He, being eligible, seeks his re-appointment as Director at the
30th Annual General Meeting of the Company. The Nomination and Remuneration Committee
while considering his appointment has checked the declaration of Mr. Himanshu Garg that he is not
debarred from holding the office by virtue of any SEBI Order or any other authority. Y our Directors
based on the recommendation of Nomination and Remuneration Committee, recommend his re¬
appointment as Director liable to retire by rotation. The Board recommends an Ordinary Resolution
for your approval.

A brief resume and other details relating to the Director seeking re-appointment, as stipulated under
Regulation 36(3) of the SEBI (LODR) Regulations, 2015 and Secretarial Standards are furnished
in the notice convening the Annual General Meeting and forming a part of the Annual Report.

B. APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

i. During the year under review, Mr. Sagar Agarwal (DIN: 10746605) was appointed as an
Additional Independent Director of the Company by the Board at its meeting held on 22
January, 2025 and approved by the members of the Company by passing special resolution
through Postal Ballot on 01^st Day of March, 2025 for a period of 03 years effective from
January 22, 2025.

ii. Mr. Arvind Garg (DIN: 09840788) resigned from the position of Non-Executive Independent
Director of the Company from the close of office hours on March 08, 2025 and his resignation
has been accepted by the Board of Directors in their meeting held on 08.03.3025. The Board
places on records its deep appreciation for the services rendered by Mr. Arvind Garg during
his tenure as Director and Member/Chairman of various committees of the Board of Directors
of the Company.

iii. Mr. Surinder Kumar (DIN: 09076484) resigned from the position of Non-Executive
Independent Director of the Company from the close of office hours on August 30, 2024 and
his resignation has been accepted by the Board of Directors in their meeting held on
30.08.3024. The Board places on records its deep appreciation for the services rendered by
Mr. Surinder Kumar during his tenure as Director and Member/Chairman of various
committees of the Board of Directors of the Company.

C. COMPOSITION OF DIRECTORS

As on March 31, 2025, the Company has following Directors on the Board of Directors of the
Company:

*appointed w.e.f 22^nd January, 2025.

D. KEY MANAGERIAL PERSONNEL:

As on March 31,2025, the Company has following Key Managerial Personnel as per the definition
of Section 2(51) read with Section 203 of the Companies Act 2013: -

During the year under review, following changes have occurred in the key managerial personnel of
the Company:

1. Mrs. Archana Pundir, resignedfrom the post of Company Secretary and Compliance Officer
from the closing of office hours on June 28, 2024, owing to her unavoidable circumstances.

2. On the recommendation of Nomination and Remuneration Committee, the Board has
appointed Mr. Sahil Agarwal as Company Secretary and Compliance Officer w.e.f August
14, 2024.

14. NUMBER OF MEETINGS OF THE BOARD

The 06 meetings of the board were held during the year on the following dates:

The maximum interval between any two meetings did not exceed 120 days.

15. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Companies Act, 2013 each Independent Director has
given a written declaration to the Company at the time of their appointment and at the first meeting
of the Board of Directors in every financial year confirming that he/she meets the criteria of
independence as mentioned under Section 149(6) of the Companies Act, 2013 and Regulation
16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances
which may affect their status as an independent director during the year.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Companies Act, 2013. They have registered themselves with the Independent
Director’s Database maintained by the Indian Institute of Corporate Affairs (IICA) and possess
their respective proficiency certificate.

16. MEETINGS OF INDEPENDENT DIRECTORS

In accordance with Section 149(8) of the Companies, Act 2013 and Schedule IV of the Companies
Act, 2013, Independent Directors shall hold atleast one meeting in a financial year without the
attendance of Non-Independent Directors and members of Management. The Independent Directors
held their separate meeting on March 08, 2025.

17. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to Sections 134(3)(p), 178(2) of the Companies Act, 2013 read with Part-VIII of Schedule
IV of the Companies Act, 2013 the Nomination & Remuneration Committee (NRC) shall specify
the manner for effective evaluation of performance of the Board, its committees, individual
directors and Key Managerial Personnel (KMP). The evaluation can be carried out by the Board or
by the NRC or by independent agency. The NRC shall review its compliance. Further, Schedule IV
of the Companies Act, 2013 state that the performance evaluation of independent directors shall be
done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all directors, the Board as a whole and its committees thereof, for the financial
year 2024-25, was conducted based on the criteria and framework adopted by the Nomination &
Remuneration Committee. The Board approved and took note of the evaluation results as collated
by the Nomination and Remuneration Committee of the Company.

18. FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

Pursuant to Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board
and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, your Company has adopted familiarization programs for Independent Directors
and other directors to familiarize them with the Company, their role, rights, responsibilities, nature
of the industry in which the Company operates, business model, management structure, industry
overview, internal control system and processes, risk management framework etc.

Your Company aims to provide its Independent Directors, insight into the Company's business
model enabling them to contribute effectively.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, investments, guarantees etc. covered under the provisions of Section 186 of the
Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 are mentioned in the notes forming part of the
financial statements.

During the period under review, the Company has settled and repaid the facility availed from Punj ab
National Bank.

20. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place adequate internal financial controls over financial reporting as per
provision of Section 134(5)(e) of the Companies Act, 2013. These are reviewed periodically and
made part of work instructions or processes in the Company. The Company continuously tries to
automate these controls to increase its reliability.

The Company in preparing its financial statements makes judgment and estimates based on sound
policies. The basis of such judgments and estimates are also approved by the Audit Committee of
the Company in consultation with the Statutory Auditors of the Company. The management
periodically compares the actuals against the estimates and take necessary steps, if required.

All internal Audit findings and control systems are periodically reviewed by the Audit Committee,
which provides strategic guidance on internal control.

For the financial year ended March 31, 2025, your directors are of the opinion that the Company
has adequate IFC commensurate with the nature and size of its business operations and it is
operating effectively and no material weakness noticed.

21. AUDIT COMMITTEE

a. Composition:

As per the provisions of Section 177 ofthe Companies Act, 2013, the Company’s Audit Committee
comprise of majority of the Independent Directors. All the members of the Committee have
relevant experience in financial matters. Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company pursuant to
Regulation 15(2) of the said Regulations.

Regualation 18 of SEBI (LODR), Regualation 2015 is not applicable on the company pursuant to
Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

The details of the composition of the Committee are set out in the following table:

Note: This committee has been reconstituted w.e.f. 08.03.2025

b. Details of Meetings:

The Audit Committee met 06 (six) times during the year ended on 31^st March, 2025. These were
held on 29.05.2024, 14.08.2024, 30.08.2024, 13.11.2024, 22.01.2025 & 08.03.2025. The
intervening period between two meetings was well within the maximum time gap of 120 days as
prescribed under Companies Act, 2013.

22. NOMINATION AND REMUNERATION COMMITTEE
a. Composition:

As per the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI
(LODR) Regulation, 2015, the Company’s Nomination and Remuneration Committee comprise of
three Non-Executive Independent/Non-Executive Non-Independent Directors. Out of which 2 are
Non-Executive Independent Directors and 1 is Non-Executive Non-Independent Director. The
details of the composition of the Committee are set out in the following table: Regulation 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the
Company pursuant to Regulation 15(2) of the said Regulations."

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

The Nomination and Remuneration Committee met 4 (Four) times during the year ended on 31st
March, 2025. These were held on 29.05.2024, 14.08.2024, 22.01.2025 & 08.03.2025.

23. STAKEHOLDER RELATIONSHIP COMMITTEE
a. Composition:

The Stakeholder Relationship Committee, inter alia, oversees and reviews all matters connected
with the investor services in connection with applications received and shares allotted in the Initial
Public Offer, if any, status of refund account, conversion of partly paid shares into fully paid shares,
rematerialization and dematerialization of shares and transfer of shares of the Company.
Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
is not applicable to the Company pursuant to Regulation 15(2) of the said Regulations."

Note: This committee has been reconstituted w.e.f. 08.03.2025
b. Details of Meetings:

The Stakeholder Relationship Committee met 05 (Five) times during the year ended on 31st
March, 2025. These were held on 29.05.2024, 14.08.2024, 13.11.2024, 22.01.2025 & 08.03.2025.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Act, the Directors of the Company state that:

a) in the preparation of the annual accounts for the financial year ending March 31, 2025, the
applicable Indian accounting standards had been followed along with proper explanation
relating to material departures;

b) they have selected such accounting policies as mentioned in Note No. 1 of the annual financial
statements 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 as at March
31, 2025 and profit/Loss of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d) annual financial statements have been prepared on a going concern basis;

e) proper internal financial controls were in place and that such internal financial controls were
adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such system was adequate and operating effectively.

25. AUDITORS AND AUDITOR’S REPORT

i) STATUTORY AUDITORS

At the 28^th Annual General Meeting held on 19th August, 2023, M/s. AD Gupta and Associates,
Chartered Accountants (Firm Registration No- 018763N) were appointed as Statutory Auditors of
the Company to hold office from conclusion of the 28th Annual General Meeting till the conclusion
of the 33^rd Annual General Meeting of the Company. Further, they have confirmed that they are not
disqualified from continuing as Auditors of the Company.

A communication from the Statutory Auditors to the effect that their appointment, if made, would
be in compliance with the provisions of Section 139, 141 of the Act and rules framed thereunder is
in records.

During the year under review, the Audit Committee reviewed the independency, objectivity of the
Auditors and the effectiveness of the audit process.

ii) INTERNAL AUDITORS

Pursuant to the provision of Section 138 of the Companies Act, 2013, your directors appointed
Mr. Chandan Kumar (PAN: EWKPK833N), an employee of the Company, as the Internal Auditor
for financial year 2024-25 in its meeting held on 29.05.2024.

During the year, the Company continued to implement his suggestions and recommendations to
improve the control environment. His scope of work includes review of processes for safeguarding
the assets of the Company, review of operational efficiency, effectiveness of systems and processes,
and assessing the internal control strengths in all areas. Internal Auditors’ findings are discussed
with the management and suitable corrective actions taken as per the directions of Audit Committee
on an ongoing basis to improve efficiency in operations.

iii) SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013, the Board of Directors at its meeting held on
22.01.2025 has appointed NSP & Associates, (Fellow M. No. 9028 and COP No. 10937), Company
Secretary in Practice, Ghaziabad as Secretarial Auditor of the Company to conduct an audit of the
secretarial records for the financial year 2024-25.

The Company has received their consent to act as Secretarial Auditor for conducting audit of the
Secretarial records for the financial year ended 31st March, 2025.

iv) COST AUDITORS

In terms of the provisions of Section 148 of the Companies Acts, 2013 read with the Rules made
there under, the provisions of maintenance of cost records and the provisions of cost audit are not
applicable to your Company.

v) STATUTORY AUDITORS REPORT

The Auditors' Reports for the financial year 2024-2025 does contain qualification, reservation or
adverse remark. However, there are certain disclaimers and disclosures as required under various
statues which does not have any direct financial impact on the financial statements of the Company.
Further, the report read together with the notes on accounts are self-explanatory and therefore, in
the opinion of the Directors, do not call for any further explanation under section 134 of the
Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in this Annual
Report.

vi) SECRETARIAL AUDITORS REPORT

The Secretarial Auditors' Report (Form MR-3) for the financial year 2024-2025 is set out in
Annexure-II to this report. The Secretarial Audit Report for the financial year 2024-2025 does not
contain any qualification, reservation or adverse remark.

26. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has observed
any instance of fraud Committed against the company by its officers or employees. Hence, no
reporting under section 143(12) of the Companies Act, 2013 is required.

27. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The Code
requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of
Company shares by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when Trading Window
is closed. Further, no director/ KMP’s has traded in the shares of the company. The Company has
maintained the Structural Digital Database (SDD) under the provisions of SEBI (Prohibition of
Insider Trading) Regulations, 2015

28. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE

Your Directors state that during the year under review, pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the Company was not
required to constitute an internal complaints committee. Further, during the year under review, there
were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

29. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance
with the provisions of the Companies Act, 2013 read with Rules issued thereunder. The details of
the remuneration of directors, key managerial personnel and employees in terms of Section 197(12)
read with Companies (Appointment and Remuneration Managerial Personnel) 2014 are provided
in Annexing- III to this report.

The Nomination and Remuneration Policy of the Company provides that the Nomination and
Remuneration Committee, shall formulate the criteria for appointment of Executive, Non -
Executive and Independent Directors on the Board of Directors of the Company and the Persons in
Senior Management of the Company, their remuneration including determination of qualifications,
positive attributes, independence of Directors and other matters as provided under Section 178 (3)
of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force).

30. REMUNERATION DETAILS OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
EMPLOYEES

The Composition of the Board of director is to have an appropriate mix of executive, non-executive
and independent directors to maintain the independence of the Board, and separate its functions of
governance and management. As on March 31, 2025, the Board consist of 06 members, one of
whom is executive and three are non-executive Directors, and two independent directors. The Board
periodically evaluates the need for change in its composition and size.

The details of the remuneration of directors, key managerial personnel and employees in terms of
Section 197(12) of the Companies Act, 2013 read with Companies (Appointment and Remuneration
Managerial Personnel) 2014 are provided in Annexure- III to this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee of the Company employed throughout the year that was in receipt of remuneration of
rupees one crore two lakh or more. Further, during the year under review, there was no employee
of the Company employed for a part of year who was in receipt of remuneration of rupees eight
lakh and fifty thousand or more per month. Further, there were no employee(s) in the Company
who was in excess of the remuneration drawn by the managing director during the financial year
2024-25 and held by himself or along with his spouse and dependent children, not less than 2% of
the equity shares of the Company.

The Company has not granted any loan to its employees for purchase of its own shares pursuant to
section 67 of the Companies Act, 2013.

Furthermore, a list of top ten employees in terms of remuneration drawn during the financial year
2024-25 in annexed with the report as Annexure- IV.

31. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has risk
management policy in place for the purpose of identification of elements of risks that may threaten
its existence. The main objective of the risk management policy of the Company is to ensure
sustainable business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the business. The policy establishes a structured and
disciplined approach to risk management and guide decision making on risk related issues.

The Company identifies all strategic, operational and financial risks that the Company faces,
internally and externally by assessing and analysing the latest trends in risk information available
and uses them to plan for risk management activities.

Pursuant to Regulation 21 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015, the Company is not required to constitute a risk management committee.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy which is in the compliance with
the provisions of Section 177 (10) of the Companies Act, 2013.

The Company has established a “Vigil Mechanism” for its employees and directors, enabling them
to report any concerns of unethical behaviour, suspected fraud or violation of the Company's code
of conduct. To this effect the Board has adopted a “Whistle Blower Policy” which is overseen by
the Audit Committee. The policy provides safeguards against victimization of the whistle blower.
Employees and other stakeholders have direct access to the Chairman of the Audit Committee for
lodging concern, if any, for necessary action. The details of such policy are available on the website
of the Company.

During the year under review, there were no complaints received under the mechanism.

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

The Punjab National Bank (“Bank”) sanctioned a One-Time Settlement (OTS) of the outstanding
dues of the Company and conveyed its approval vide Sanction Letter dated January 01, 2024.
During the year under review, the Company paid the OTS amount in full and subsequently filed the
necessary intimation with the Registrar of Companies (ROC), Delhi, through e-Form CHG-4
(Satisfaction of Charge).

During the corresponding period, the Company has also generated revenue from real estate
activities.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

As of March 31, 2025, there were no significant or material orders passed by any regulators, courts,
or tribunals that could impact the going concern status and future operations of the Company except
the following.

a) The Company received an order from the Hon’ble National Company Law Tribunal (NCLT),
New Delhi Bench-V, under Section 441 read with Sections 96 and 99 of the Companies Act,
2013, in the matter of M/s Real Growth Commercial Enterprises Limited & Others vs. The
Registrar of Companies, vide Order No. CP-143/441/ND/2023 dated August 22, 2024.

b) Subsequently, the Company filed an appeal before the Hon’ble National Company Law
Appellate Tribunal (NCLAT), Principal Bench, New Delhi. The NCLAT, vide its order dated
February 7, 2025, directed that the penalty amount imposed by the NCLT on the Company, Mr.
Rajesh Goyal, Mr. Deepak Gupta, and Mr. Himanshu Garg be deposited within four weeks,
without prejudice to their rights to contest the actual amount of the penalty. In compliance with
the said order, the Company as well as directors have deposited the penalty amount, which
remains subject to the final outcome of the appeal.

35. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding
Conservation of Energy and Technology Absorption are not applicable to the Company.

36. FOREIGN EXCHANGE EARNINGS AND OUTGO

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, there was no foreign exchange inflow and outflow during the year under
review.

37. EXTRACT OF ANNUAL RETURN

Pursuant to sec 92(3) of the Companies Act, 2013 read with rule 12 of the Companies (Management
and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company’s website
at: https://realgrowth.co.in/wp-content/uploads/2025/05/mgt-7 2024.pdf

38. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable laws to the extent applicable.

39. HUMAN RESOURCE DEVELOPMENT

Your Company's Human Resource Management focus continues to be in making available a talent
pool, for meeting challenges in the competitive market place, which is increasingly becoming
tougher. Development plans have been drawn up for key managers to shoulder higher
responsibilities as well as to increase their job effectiveness. Your Company always encourages
young personnel with their ideas and views. Management is easily accessible to the employees and
their problems are attended to promptly.

40. CORPORATE SOCIAL RESPONSIBILITY

In terms of the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 w.r.t
Corporate Social Responsibility are not applicable for the financial year 2024-25.

41. CORPORATE GOVERNANCE

During the year under review, the provisions relating to the Corporate Governance Report are not
applicable to the Company pursuant to Regulation 15(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

In accordance with Part E of Schedule V of the SEBI (LODR) Regulations, 2015, a compliance
certificate from a Practicing Company Secretary confirming the non-applicability of the Corporate
Governance Report for the financial year ended 31.03.2025 is annexed to the Board’s Report as
Annexing V.

42. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the provision of Regulation 34(2)(e) read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a Management Discussion & Analysis Report,
for the financial year under review, is presented in a separate section forming a part of the Annual
Report as Annexure VI.

43. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There are no proceedings, initiated by any Financial Creditor or Operational Creditor or by the
Company, under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company
Law Tribunal or other courts during the year 2024-2025.

44. ADDITIONAL INFORMATION TO SHAREHOLDERS

All important & pertinent investor's information such as financial results, policies/codes &
disclosures are made available on company's website (www.realgrowth.co.in.) on a regular basis.

45. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2024-25 as per the
provisions of Section 164 and 167 of the Companies Act, 2013 Act. The Directors of the Company
have made necessary disclosures as required under various provisions of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

46. SECRETARIAL STANDARDS

Your directors state that applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) and notified by Ministry of Corporate Affairs (MCA) have been duly
followed by Company.

47. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED
SUSPENSE ACCOUNT (UNCLAIMED SHARES)

Pursuant to Regulation 39 of SEBI (LODR) Regulations, 2015 reminder letters shall be sent to
shareholders whose shares remain unclaimed from the Company. Based on their response, such
shares shall be transferred to “Suspense Escrow Demat Account” as per the provisions of Schedule
VI of the SEBI (LODR) Regulations, 2015. The Regulation is not applicable to the Company for
the financial year 2024-25. The disclosure as required under Part F of Schedule V of the SEBI
(LODR) Regulations, 2015 are given below:

a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at
the beginning of the year: Nil

b. Number of shareholders who approached listed entity for transfer of shares from suspense
account during the year: Nil

c. Number of shareholders to whom the shares were transferred from suspense account during the
year: Nil

d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at
the end of the year: Nil

e. Voting rights on these shares shall remain frozen till the rightful owner of such shares claims
the shares. N.A.

48. DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

There are no such agreements subsisting, as mentioned under Clause 5A of paragraph A of Part-A
of Schedule III of SEBI (LODR) Regulations, 2015, therefore, no disclosure is required to be made.

49. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere thanks to investors, clients, vendors, regulatory
authorities, government authorities, bankers and all other business associates for their continued
co-operation and patronage and all the employees of the Company for their excellent performance
and teamwork.

By Order of the Board

For Real Growth Corporation Limited

Sd/- Sd/-

Deepak Gupta Himans hu Garg

Whole Time Director Director

DIN - 01890274 DIN: 08055616

Add:-D-9 Rana Pratap Road Flat No. 150 Tower-Magnolia, Gaur Saiindaryam,

Near Mosque Adarsh Nagar Techzone-04 Greater Noida West, Bishrakh,

Delhi-110033 Surjpur, Dist: Gautam Buddha Nagar, Uttar

Pradesh-201306

Date: 02.07.2025
Place: Greater Noida