Real Growth Corporation Ltd

Independent Director appointment

• Appointment: Mrs. Neelu Kapoor appointed Independent Director, effective 26 September 2026, for two-year term.
• Profile: Associate member of ICSI with over 4 years post-qualification experience.
• Disclosure: Not related to any Director or Key Managerial Personnel.
• Confirmation: Not debarred from holding office by MCA/SEBI or other authorities.
• Reason: Shareholders approved at the 31st AGM held on 26 September 2026.

Appointment details

• Appointment of Mr. Sanjay Kumar Jha as Whole-Time Director.
• Effective 26 September 2026; five-year term, liable to retirement by rotation.
• Approved by members at 43rd AGM on 26 September 2026.
• B. Sc (Hons); 20+ years in real estate admin and banking.
• Not related to any Director or KMP.
• Not debarred from holding Director office by MCA/SEBI order.

Non-Executive Director Re-appointment

• Change type: Re-appointment of Rajesh Goyal as Non-Executive Director.
• Effective date: 26 September 2026; term: liable to retire by rotation.
• Profile: over two decades in construction and allied activities.
• Disclosures: not related to any director or KMP.
• Not debarred from holding the office of Director.

AGM details

• AGM held 26 September 2026 at 12:30 PM in-person at Hotel Park Inn by Raddison, Patparganj, New Delhi.
• Mode: physical AGM with remote e-voting and poll.
• Venue: Hotel Park Inn by Raddison, Patparganj, New Delhi.
• Record date for voting entitlements: 21 September 2026.
• Total shareholders on record as of cut-off: 898.

Key resolutions

• Adoption of Audited Financial Statements for FY2026 — Ordinary.
• Re-appointment of Rajesh Goyal as Director liable to retire by rotation — Ordinary.
• Appointment of Sanjay Kumar Jha as Whole Time Director — Ordinary.
• Appointment of Neelu Kapoor as Independent Director — Ordinary.

Voting results

• Resolution 1 passed; 1,277,300 votes in favour, 0 against.
• Resolution 2 passed; 1,277,300 in favour, 0 against.
• Resolution 3 passed; 1,277,300 in favour, 0 against.
• Resolution 4 passed; 1,277,300 in favour, 0 against.

Director changes

• Rajesh Goyal re-appointed as Director by rotation.
• Sanjay Kumar Jha appointed as Whole Time Director.
• Neelu Kapoor appointed as Independent Director.

Real Growth Corporation Limited: Trading window closed from October 01, 2026 till the expiry of 48 hours after the declaration of the Un-Audited Financial Results of the Company for the quarter ended on September 30, 2026.

Meeting details

• 31st AGM held physically on 26 September 2026 from 12:30 PM to 12:42 PM.
• Attendance: all directors and KMPs except one independent director; seven shareholders attended.

Resolutions considered

• Adoption of Audited Financial Statements for year ended 31 March 2026 (Ordinary Resolution).
• Re-appointment of Rajesh Goyal as Director by rotation (Ordinary Resolution).
• Appointment of Sanjay Kumar Jha as Whole-Time Director (Ordinary Resolution).
• Appointment of Neelu Kapoor as Independent Director (Ordinary Resolution).

Voting process and results status

• Remote e-voting opened 23 September 2026 and closed 25 September 2026.
• Scrutiny by NSP & Associates; no poll required as members voted remotely.
• Voting results to be disseminated to stock exchange and on NSDL within 48 hours.

Other notes

• No other material business or dividend announcements disclosed in proceedings.

AGM Details

• Date/time/venue: 26 Sep 2026, 12:30 PM; physical AGM at Hotel Park Inn, New Delhi.
• Voting eligibility cut-off: 21 Sep 2026; remote e-voting: 23–25 Sep 2026.

Ordinary Business

• Adoption of audited financial statements for year ended 31 March 2026.
• Re-appoint Rajesh Goyal as Director, liable to retire by rotation.

Special Business

• Appoint Sanjay Kumar Jha as Whole-Time Director for five years; remuneration Rs 8.40 lakh p.a.
• Appoint Neelu Kapoor as Independent Director for two years; sitting fees as decided.

Voting Results

• Voting results not disclosed in this document; poll to be conducted.

Financial snapshot

• Total revenue: 387.23 Lakh, down from 860.86 Lakh.
• PAT: 77.49 Lakh; EPS: 1.94.
• Dividend: not declared for FY2025-26.
• Operating cash flow: net outflow 204.81 Lakh.
• Year-end cash: 1.61 Lakh.

Business mix and segments

• Real estate revenue from operations: 26.00 Lakh.
• Real estate segment PBT: 94.32 Lakh.
• Trading segment: revenue nil; PBT 8.58 Lakh.

Capital structure & dividends

• Capital structure unchanged; equity Rs 4.00 Cr; redeemable preference Rs 20.75 Cr.
• No new shares; no buybacks.

Debt & liquidity

• Total borrowings: 1,929.86 Lakh (non-current 1,583.79; current 346.07).
• Current ratio: 0.09.
• Debt-to-equity: 2.45.

Governance & leadership changes

• AGM scheduled for 26 Sept 2026; Sanjay Kumar Jha appointed Whole-Time Director for 5 years.
• Neelu Kapoor appointed Independent Director for 2 years.
• Audit Committee reconstituted; internal and secretarial auditors appointed.

Audit, controls & risk

• Secretarial Audit: no qualifications (MR-3).
• Internal controls: adequate; regular internal audits in place.
• Contingent liabilities include tax demands; appeals filed; no provision.

Contingent liabilities & related party

• Tax disputes totalling ₹99.83 crore; appeals filed; no provision.
• Related party: refund receivable from RPIPL 4,108.11 Lakh under CIRP.

Resigning director – key facts

• Name and designation: Mr. Sagar Agarwal, Independent Director.
• Type of directorship: Independent Director.
• Effective date: close of business hours on 27 August 2026.
• Reason: personal reasons.
• No other material reasons beyond those disclosed.
• Ceases as Chair of Nomination & Remuneration Committee and Stakeholders Relationship Committee; also ceases as Audit Committee member.
• Other listed entities: Nil as on date.
• Resignation letter dated 26 August 2026.

Dissolution of SRC

• Board dissolves Stakeholder Relationship Committee as non-mandatory given 897 shareholders; related Reg 15(2)/20 not applicable.