Real Growth Corporation Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 31^st Annual Report of the Real Growth Corporation Limited along with the Audited Financial Statements for the Financial Year ending March 31, 2026.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended on March 31^st, 2026, is summarized as below:

		(Rs. In Lakh)
Particulars	For the financial year ended March 31, 2026	For the financial year ended March 31, 2025
Total Revenue	387.23	860.86
Total Expenses	284.33	687.44
Profit Before exceptional items and tax	102.90	173.42
Exceptional Items - Income	-	650.87
Profit before tax	102.90	824.29
Tax expense:	-	-
Current tax	25.41	27.99
Deferred Tax	-	68.66
Profit/(Loss) for the period	77.49	727.64

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 COMPANYS AFFAIRS

During the financial year under review, your Company has earned total revenue of Rs.387.23 Lakh as compared to total revenue of Rs. 860.86 Lakh in the last year. The profit of your Company stood at Rs.77.49 Lakh as compared to the profit of Rs. 727.64 Lakh in the last year.

Your Company looks forward to strengthen its operations while focusing on enhancing its profit in the coming years.

3. 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.

4. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for any specific purpose during the current financial year.

5. DIVIDEND

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

6. SHARE CAPITAL

The authorized share capital of the Company as on March 31, 2026 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 2026, was 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) 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.

7. LISTING OF SHARES

The Companys equity shares are listed at the BSE Limited. The annual listing fee for the financial year 2026-27 has been paid to the stock exchange.

8. DEMATERIALISATION OF SHARES

As on March 31, 2026, 86.14% of the Companys 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 request the same to such shareholders by this notice.

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

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

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2025-26, the Company has 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 approval has been 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.

11. 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.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. RETIREMENT BY ROTATION

Mr. Rajesh Goyal, Director (DIN-01339614) is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for re-appointment. The resolution for his re - appointment is being placed for the approval of the shareholders of the Company at the ensuing AGM.

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 Standard are furnished in the notice convening the Annual General Meeting and forming a part of the Annual Report.

B. APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

During the year under review, Mr. Sanjay Kumar Jha (DIN: 01339614) resigned as Non-Executive Non-Independent Director of the Company from the close of office hours on September 02, 2025. The Board places on records its deep appreciation for the services rendered by Mr. Sanjay Kumar Jha during his tenure as Director and Member of various committees of the Board of Directors of the Company.

Due to vacancy created in the position of Whole-time Director of the Company due to resignation of Mr. Deepak Gupta (DIN: 01890274), the board of directors in their meeting held on 26.08.2026, board of directors has recommended appointment of Mr. Sanjay Kumar Jha as Whole Time Director of the company subject to approval of members in ensuing Annual general meeting. All the requisite consents and declarations have been received from him.

C. COMPOSITION OF DIRECTORS

As on March 31, 2026, the Company has following Directors on the Board of Directors of the Company:

Sr. No. Name of Directors	DIN(s)	Category	Designations
1 Mr. Rajesh Goyal	01339614	Promoter & Non- Executive	Chairman & Non Executive Non Independent Director
2 Mr. Deepak Gupta*	01890274	Executive	Whole Time Director
3 Mr. Himanshu Garg	08055616	Non- Executive	Non Executive Non Independent Director
4 Mr. Sanjay Kumar Jha**	01339614	Non- Executive	Non Executive Non Independent Director
5 Mr. Sagar Agarwal	10746605	Non- Executive	Independent Director
6 Mrs. Gazal Mittal	06886928	Non- Executive	Independent Woman Director

* Resigned w.e.f. 06.08.2026 **Resigned w.e.f. 02.09.2025

D. KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013: -

S. No. Names	Designation(s)
1 Mr. Deepak Gupta*	Whole Time Director
2. Mr. Bhupendra Tiwari	Chief Financial Officer
3. Mr. Sahil Agarwal**	Company Secretary & Compliance Officer

* Resigned w.e.f. 06.08.2026 **Resignedw.e.f. 02.07.2026

13. NUMBER OF MEETINGS OF THE BOARD AND ATTENDANCE OF DIRECTORS

During the year 6 (six) meetings of the Board of Directors of the Company were held on 26.05.2025, 02.07.2025, 02.08.2025, 02.09.2025, 13.11.2025 & 12.02.2026, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the minute’s book kept by the Company for the purpose. The intervening period between the Board Meetings were well within the maximum time between the two meetings prescribed under section 173 of the Companies Act, 2013.

The details of attendance of Board Meetings are stated below:

Name of Directors	Number of meetings entitled to attend	Number of meetings attended
Mr. Rajesh Goyal	06	06
Mr Sagar Agarwal	06	06
Mr. Himanshu Garg	06	05
Mrs Gazal Mittal	06	06
Mr Sanjay Kumar Jha*	03	03

*Resigned w.e.f. 02.09.2025

14. DECLARATION BY INDEPENDENT DIRECTOR(S)

In accordance with the Section 149(7) of the Companies Act, 2013 both Independent Directors have 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.

15. 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 February 12, 2026.

16. COMPOSITION OF COMMITTESS AND MEETINGS

1. AUDIT COMMITTEE

a. Composition:

As per the provisions of Section 177 of the 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.

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

S. No Name of Directors	Designation	Category
1 Ms. Gazal Mittal	Chairperson	Non-Executive Independent Director
2 Mr. Sagar Agarwal	Member	Non-Executive Independent Director
3 Mr. Himanshu Garg	Member	Non-Executive Non-Independent Director

Note: This committee has been reconstituted w.e.f. 02.09.2025

b. Details of Meetings:

The Audit Committee met 05 (five) times during the year on 26.05.2025, 02.07.2025, 02.08.2025, 13.11.2025 and 12.02.2026.

2. NOMINATION AND REMUNERATION COMMITTEE a. Composition:

As per the provisions of Section 178 of the Companies Act, 2013, the Company’s Nomination and Remuneration Committee comprises of 02 Non-Executive Independent Directors and 01 NonExecutive Non-Independent Director.

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

S. No. Name of Directors	Designation	Category
1. Mr. Sagar Agarwal	Chairman	Non -Executive Independent Director
2. Ms. Gazal Mittal	Member	Non -Executive Independent Women Director
3. Mr. Himanshu Garg	Member	Non -Executive Non-Independent Director

b. Details of Meetings:

The Nomination and Remuneration Committee met 03 (Three) times during the year on 26.05.2025, 02.07.2025 and 12.02.2026.

3. STAKEHOLDER RELATIONSHIP COMMITTEE

As on March 31, 2026, following is the composition of the Stakeholders Relationship Committee:

S. No. Name of Directors	Designation	Category
1. Mr. Sagar Agarwal	Chairman	Non -Executive Independent Director
2. Ms. Gazal Mittal	Member	Non -Executive Independent Women Director
3. Mr. Himanshu Garg	Member	Director

Details of Meetings:

The Stakeholder Relationship Committee met 03 (Five) time during the year on 26.05.2025, 02.08.2025 and 12.02.2026.

Pursuant to the provisions of Section 178 of the Companies Act, 2013, company which consist of more than 1,000 (One thousand) shareholders, debenture holders, deposit holders, or other security holders at any time during a financial year shall be required to constitute a Stakeholders Relationship Committee (SRC).

Further, the provisions of Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 related to stakeholders relationship committee are also not applicable to the Company.

Since, the Company is currently having only 897 shareholders, board of directors of the company in its meeting held on 12.08.2026 resolved to dissolve the committee with immediate effect.

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 2025-26, 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 Companys business model enabling them to contribute effectively.

19. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTOR

There were no Independent Directors who were appointed during the year under review, hence this clause is not applicable to the company.

20. 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.

21. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has in place adequate internal financial controls over financial reporting, which are commensurate with the size and nature of its operations as per the provisions of Section 134(5)(c) of Companies Act, 2013. These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards.

22. AUDITORS AND AUDITOR’S REPORT

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.

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

23. INTERNAL AUDITORS

The Company has appointed M/s SRPK & Co., Chartered Accountants as Internal Auditor pursuant to section 138(1) of Companies Act, 2013 and rule 13 of Companies (Accounts) Rules, 2014. The Internal Auditor provides its report on quarterly basis which has been placed before the Audit Committee as well as before the board of directors.

24. SECRETARIAL AUDITORS

In terms of Section 204 of the Companies Act, 2013 the Board of Directors in its meeting held on

12.02.2026 has appointed M/s NSP and Associates, Practicing Company Secretaries, (Certificate of Practice No -10937), as Secretarial Auditor of the Company to conduct an audit of the secretarial records for the financial year 2025-26. Provisions of regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 are not applicable on the company by virtue of regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

The Secretarial Audit Report (Form MR-3) for the financial year ended 31st March, 2026 is set out in Annexure-II to this report. There are no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in his Report.

25. 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.

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 WORKPLACE

The Company has in place Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is the summary of the complaints received and disposed of during the financial year 2025-26:

No. of complaints received: NIL

No. of complaints disposed of: NIL

No. of cases pending for more than ninety days: NIL

29. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued thereunder.

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

As on March 31, 2026, the Board consist of 05 members, one of whom is executive and two are non-executive Directors, and two are 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 2025-26 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 2025-26 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 Companys 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

There are no other material changes and commitments that have occurred between the end of financial year of the Company to which the financial statements relate i.e. 31st March, 2026 and the date of the report, which may affect the financial position of the Company.

34. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

As of March 31, 2026, 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

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/2026/05/mgt-7 annual-return-2025.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 Companys Human Resource Management focus continues to be in making available a talent pool, for meeting challenges in the competitive marketplace, 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. MATERNITY BENEFIT

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year, wherever applicable.

41. 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 2025-26.

42. CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of Sub-Regulation (2) of regulation 46 and Para C, D and E of Schedule V do not apply to Company since the Paid up Equity Share Capital of the company is below than the threshold amount of Rs.10 Crores (Rupees Ten Crore only) and also Net Worth of the Company is below than the threshold amount of Rs.25 Crores (Twenty-Five Crore only) as on the last day of the financial year 25-26.

A Certificate signed by Practicing Company Secretary regarding non applicability of conditions of Corporate Governance has been annexed with Boards’ Report as Annexure-V.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report forms an integral part of this report in Annexure VI and gives details of the overall industry structure, economic developments, performance and state of affairs of the Company’s various businesses, internal controls and other material developments during the financial year 2025-26.

44. 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 2025-26.

45. ADDITIONAL INFORMATION TO SHAREHOLDERS

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

46. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2025-26 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.

47. 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.

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

As on 31st March, 2026, company does not have any unclaimed securities. 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.

49. 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.

50. 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, 2026, 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, 2026 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.

51. 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/-
Rajesh Goyal	Himanshu Garg
Director	Director
DIN - 01339614	DIN: 08055616
Add:- : First Floor, House No. 32, Road No. 43, West Punjabi Bagh Delhi	Flat No. 150 Tower-Magnolia, Gaur Saundaryam, Techzone-04 Greater Noida West, Uttar Pradesh- 201 306
Date: 26.08.2026
Place: Greater Noida