Real Growth Corporation Ltd Directors Report

Dear Members,

Your Directors have pleased to presenting the 29th 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, 2024.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial year ended on March 31^st, 2024 is summarized as below:

(Rs. In Lacs)

Particulars	For the financial year ended March 31, 2024	For the financial year ended March 31, 2023
Total Revenue	108.92	109.72
Total Expenses	(241.31)	(866.68)
Profit before tax	(112.70)	(736.67)
Tax expense:	-	-
Current tax	-	-
Previous Year Tax	-	-
Deferred T ax	19.69	20.30
Profit/(Loss) for the period	(112.70)	(736.67)
Transfer to reserve	-	-

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 Companys total revenue is Rs. 108.92 Lakh as compared to total revenue of Rs. 109.72 Lakh in the last year. The loss of your Company is Rs. 112.70 Lakh as compared to the loss of Rs. 736.67 Lakh in the last year.

As Company is in revival mode and soon there would be sharp rise in revenue and accordingly profits of the company. Your Company is hopeful to earn profit in the ensuing years

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

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

Your company has received a notice from the Bombay Stock Exchange, vide notice number 20240625-17 dated June 25, 2024, stating that the suspension of trading in the equity shares of the company will be revoked effective from Wednesday, July 3, 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 will resume 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 shall also be 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. CHANGE IN NAME OF THE COMPANY

During the year, the name of the company was changed from "Real Growth Commercial Enterprises Limited" to "Real Growth Corporation Limited" pursuant to a resolution passed by the members of the company through a Postal Ballot on October 16, 2023. The company also received in-principle approval from BSE Limited for the change of name on October 10, 2023. The new name became effective upon obtaining a fresh Certif?cate of Incorporation from the Registrar of Companies on November 17, 2023.

6. TRANSFER TO RESERVES:

The Company has not transferred any amount from Profit and Loss Account to reserves during the year considering the loss incurred during the year under review.

7. 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.

8. SHARE CAPITAL

The authorized share capital of the Company as on March 31,2024 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 Preference Shares of Rs.100/- (Rupees One Hundred Only) each.

The issued, subscribed and paid capital of the Company as on March 31 2024, 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 Preference Shares of Rs.100/- (Rupees One Hundred Only) each.

9. LISTING OF SHARES

The Companys equity shares are listed at the BSE Limited (the stock exchange). The annual listing fee for the financial year 2023-24 has been paid to stock exchange.

Further, 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.

10. DEMATERIALISATION OF SHARES

As on March 31, 2024, 86.14% of the Companys total equity paid up capital representing 3,445,440 equity shares are held in dematerialized form. SEBI (LODR) Regulations, 2015 mandates that the transfer, transmission etc, shall be carried out in dematerialized form only. The Company has sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.

11. SUBSIDIARY/ASSOCIATE/JOINT - VENTURE COMPANY

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

12. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, the Company entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arms 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 arms 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.

13. DETAILS OF DEPOSIT AS PROVIDED UNDER CHAPTER V OF THE COMPANIES ACT, 2013

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 no amount on account of principal or interest on deposits from public were outstanding as on the date of the balance sheet.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company read with the Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Sanjay Kumar Jha, Director (DIN: 07792067) is liable to retire by rotation at the ensuing Annual General Meeting. He, being eligible, seeks his re- appointment as Director at the 29th Annual General Meeting of the Company. The Nomination and Remuneration Committee while considering his appointment has checked the declaration of Mr. Sanjay Kumar Jha that he is not debarred from holding the office by virtue of any SEBI Order or any other authority. Your Directors based on the recommendation of Nomination and Remuneration Committee, recommends 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.

APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

During the year under review, Mrs. Ghazal Mittal (DIN: 06886928) was appointed as an Additional Independent Director of the Company by the Board at its meeting held on 20 July, 2023 and the approved by the members of the Company at the 28^th Annual General Meeting dated 19th day of August 2023 for a period of 5 years effective from July 20, 2023.

As on the date of this report, Resignation of Mr. Surinder Kumar (DIN: 09076484) Non-Executive Independent director of the Company with effect from close of business hours on August 30, 2024 has been accepted in the Board of Directors meeting held on August 30, 2024.

15. KEYMANAGERIALPERSONNEL:

As on March 31, 2024, 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 T ime Director
2. Mr. Bhupendra Tiwari	Chief Financial Officer
3. Mrs. Archana Pundir	Company Secretary Compliance Officer

As on the date of this report, 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 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.

16. INDEPENDENT DIRECTORS

The Non-Executive Independent Directors fulfill the conditions of independence specified in Section 149(6) of the Companies Act, 2013 and Rules made there under and meet with requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, entered into with the Stock Exchanges.

None of the Independent Directors on the Board of the Company serve as an Independent Director in more than Seven (7) Listed Companies nor holds the position of Whole Time Director in any Listed Company. Independent Directors of the Company have been appointed in accordance with the applicable provisions of the Companies Act, 2013 ("Act") read with relevant rules.

DECLARATION BY INDEPENDENT DIRECTOR (S)

In accordance with the Section 149(7) of the Act, 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 Listing Regulations 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 along with code of conduct for all members of board in terms of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MEETINGS OF INDEPENDENT DIRECTORS

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the SEBI (LODR) Regulations, 2015 the Independent Directors held their separate meeting on February 10, 2024, without the attendance of Non- Independent Directors and members of the management.

17. BOARD EVALUATION

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 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 state that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

18. STATUTORY DISCLOSURES

None of the Directors of your Company is disqualified for the financial year 2023-24 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.

19. POLICY ON DIRECTOR S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2024, the Board consist of 7 members, one of whom is executive and three are non-executive Directors, and three independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

20. 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.

21. 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.

22. INTERNAL FINANCIAL CONTROL (IFC) AND ITS ADEQUACY

The Company has put in place adequate internal financial controls over financial reporting as per provision to 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 has not identified inherent reporting risks for any major element in financial statements and put in place controls to mitigate the same. These risks and the mitigation controls are revisited periodically in the light of changes in business, IT Systems, regulations and internal policies. Corporate Accounts function is involved in designing large process changes as well as validating changes to IT systems that have a bearing on the books of account.

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 actual spends against the estimates and makes necessary adjustments to the same based on changes noticed.

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, 2024, 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 exists.

23. NUMBER OF MEETINGS OF THE BOARD

The 8 meetings of the board were held during the year on the following dates:

S. No.	NUMBER OF MEETING	DATE OF MEETING	S. No.	NUMBER OF MEETING	DATE OF MEETING
1	1st	25.05.2023	5	5th	09.09.2023
2	2nd	12.08.2023	6	6th	16.10.2023
3	3rd	09.08.2023	7	7th	10.11.2023
4	4th	18.08.2023	8	8th	10.02.2023

The m?ximum interval between any two meetings did not exceed 120 days.

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, 2024, the applicable 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, 2024 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. AUDIT COMMITTEE a. Composition:

As per the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation,

2015, the Companys 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	Designation
1. Mrs. Gazal Mittal	Chairperson (Non-Executive & Independent Director)
2. Mr. Arvind Garg	Member (Non-Executive & Independent Director)
3. Mr. Sanjay Kumar Jha	Member ((Non-Executive & Non-Independent Director)

Note: This Committee have been reconstituted w.e.f. August 30, 2024. b. Details of Meetings:

The Audit Committee met 5 (five) times during the year ended on 31st March, 2024. These were held on 25.05.2023, 12.08.2023, 16.10.2023, 10.11.2023 & 10.02.2024. The intervening period between two meetings was well within the maximum time gap of 120 days as prescribed under Listing Regulation norms.

26. 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 Companys 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:

S. No. Name	Designation
1. Mr. Arvind Garg	Chairman (Non-Executive & Independent Director)
2. Mr. Himanshu Garg	Member (Non-Executive & Non-Independent Director)
3. Mrs. Gazal Mittal	Member (Non-Executive & Independent Director)

Note: This Committee have been reconstituted w.e.f. August 30, 2024. b. Details of Meetings:

The Nomination and Remuneration Committee met 4 (Four) times during the year ended on 31 st March, 2024. These were held on 25.05.2023, 12.08.2023, 10.11.2023 & 10.02.2024.

27. 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, 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.

S. No. Name	Designation
1. Mr. Arvind Garg	Chairman (Non-Executive & Independent Director)
2. Mr. Himanshu Garg	Member (Non-Executive & Non-Independent Director)
3. Ms. Gazal Mittal	Member (Non-Executive & Independent Director))

Note: This Committee have been reconstituted w.e.f. August 30, 2024. b. Details of Meetings:

The Stakeholder Relationship Committee met 4 (Four) times during the year ended on 31st March, 2024. These were held on 25.05.2023, 12.08.2023, 10.11.2023 & 10.02.2024.

28. AUDITORS AND AUDITORS REPORT

i. STATUTORY AUDITORS

At the 28th 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 33rd Annual General Meeting of the Company. Further, they have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Company has received 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.

During the year under review, the Audit Committee reviewed the independency, objectivity of the Auditors and the effectiveness of the audit process. The Auditors attended the Annual General Meeting of the Company held during the year under review.

ii. SECRETARIAL AUDITORS

In terms of Section 204 of the Act, the Board of Directors at their meeting held on 10/02/2024 has appointed Mr. Sachin Kumar Shrivastva Company Secretary, (Certif?cate of Practice No - 21674), as Secretarial Auditor of the Company to conduct an audit of the secretarial records for the financial year 2023-24.

The Company has received consent from, Company Secretary Mr. Sachin Kumar Shrivastva to act as Secretarial Auditor for conducting audit of the Secretarial records for the financial year ending 31 st March 2024.

iii. 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.

iv. STATUTORY AUDITORS REPORT

The Auditors Reports for the financial year 2023-2024 does contain qualification, reservation or adverse remark. 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 Ac, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

S. No. Particular

1. Non Compliance of section 186 under Companies Act 2013 for the Financial year 2019-2020.

2. Statutory Dues which have not been deposited the following:

a. Disputed amount of Rs. 19,79,65,616/-

b. undisputed amount of Rs. 1,31,86,997/-

v. The Secretarial Auditors Report (Form MR-3) for the financial year 2023-2024 is set out in Annexure-II to this report. The Secretarial Audit Report contained qualification, reservation or adverse remarks which are as under:

Sr. Secretarial Auditors adverse remarks No.	Board comments on Secretarial Auditors Report
1. There is delay in submission of Annual Secretarial Compliance Report under regulation 24 (A) of SEBI (LODR), 2015 for the FY 2022-23. The said regulation is however not applicable to the Company but the company has filed it voluntary.	Non-applicability of Regulation 24(A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as per Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

29. REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instance of fraud Committed against the company by its officers or employees under section 143(12) of the companies act, 2013

30. 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 Companys 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/ KMPs has not 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

31. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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.

32. NOMINATION AND REMUNERATION POLICY

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Act read with Rules issued thereunder and the Listing Regulations. The details of the Nomination and Remuneration Policy are set out in the Corporate Governance Report which forms part of 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 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).

33. DISCLOSURES RELATED TO REMUNERATION OF DIRECTORS AND KMPS :

The Company has paid remuneration to Mr. Deepak Gupta, whole time director, Mr. Bhupendra Tiwari, CFO and Mrs. Archana Pundir, Company Secretary during the year under review.

34. RISK MANAGEMENT POLICY

Pursuant to the provisions of Section 134(3)(n) of the Companies Act, 2013, the Company has identified risks that may threaten its existence. The Company has framed a risk management policy. The Company has a well-defined process to ensure risks are identified and steps to treat them are put in right place at the right level in the management. The operating managers are responsible for identifying and putting in place mitigation plan for operational and process risks. Key Strategic and business risks are identified and managed by the senior leadership team in the organization.

The risks identified are updated along with the mitigation plans as part of the annual planning cycle. The mitigation plans are then woven into the plans/ initiatives for each function and are monitored accordingly. The senior leadership reviews the status of the initiatives as part of business review meetings.

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

35. 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 Act and Regulation 22 of the Listing Regulations.

In line with the commitment of the Company to open communications, the Policy provides protection to the employees and business associates reporting unethical practices and irregularities and also encourages employees and business associates to report incidence of fraud.

No incidents have been reported during the year under review.

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

On the request of the Company, The Punjab National Bank ("Bank") has sanctioned the One-Time Settlement (OTS) of the outstanding dues of the company and communicated its approval vide its Sanction Letter dated January 01, 2024. The OTS amount was to be paid on or before April 30, 2024. The Company has requested the bank for extension of time till 31^st December 2024. The sum of Rs.5.25 Crore (Rupees Five Crore Twenty Five Lakhs Only) has been paid till date.

37. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

As of March 31, 2024, 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.

However, the company has received an Order from the 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 versus The Registrar of Companies, vide order number CP- 143/441/ND/2023 dated August 22, 2024. The company is in the process of filing an appeal or review against this order at appropriate Forum.

38. CONSERVATION OF ENERGY, RESEARCH & DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company is engaged in the trading and real estate business, the Company does not consume substantial energy. It is the policy of the management to keep abreast of technological developments in the field in which the Company is operating and to ensure that the Company uses the most suitable technology.

The information pertaining to conservation of energy, research & development, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act: read with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder and forms part of the Boards Report.

A. Conservation of Energy : Nil

B. Technology Absorption, Adoption and Innovation : Nil

C. Foreign Exchange Earnings and Outgo : Nil

39. 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 Companys website at: realgrowth.co.in/wp-content/uploads/2024/08/annual-return mgt-7 2023 rgcl.pdf

40. HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

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

41. EMPLOYEES REMUNERATION

In accordance with the Act read and Rules made there under, none of the employee falls under the purview of the said provisions, who is drawing remuneration in excess of the limits as specified under the Act.

42. HUMAN RESOURCE DEVELOPMENT:

Your Companys 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.

43. CORPORATE SOCIAL RESPONSIBILITY

The Provisions of Section 135 read with Schedule VII of the Act w.r.t Corporate Social Responsibility is not applicable to your Company.

44. 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. This report is annexed herewith as Annexure - III

45. CORPORATE GOVERNANCE

As Per Regulation 15(2) of 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 not apply to Company having Paid up Equity Share Capital not Exceeding Rupees Ten Crore and Net Worth not exceeding Twenty-Five Crore as on the last day of previous financial year.

The Company is covered under the Limit as Prescribed in regulation 15(2) of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015, therefore Company in not required to comply with said provisions.

46. 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 2023-2024.

47. ADDITIONAL INFORMATION TO SHAREHOLDERS

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

48. 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.

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/-
Himanshu Garg	Deepak Gupta
Director	Whole Time Director
DIN:08055616	DIN - 01890274
Flat No. 150 Tower-Magnolia, Gaur Saundaryam,	Add:-D-9 Rana Pratap Road Near
Techzone-04 Greater Noida West, Bishrakh, Surjpur,	Mosque Adarsh Nagar
Dist: Gautam Buddha Nagar, Uttar Pradesh-201306	Delhi-110033
Date: 30.08.2024
Place: New Delhi