We have audited the standalone financial statements of M/S REAL GROWTH CORPORATION
LIMITED (“the Company”), which comprise the standalone balance sheet as at 31 March 2025, the
standalone statement of profit & Loss Account, , the Statement of Changes in Equity and standalone
statement of cash flows for the year then ended, and notes to the standalone financial statements,
including a summary of the significant accounting policies and other explanatory information
(hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid standalone financial statements give the information required by the Companies Act, 2013
(the “Act”) in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2025 and its loss, total
comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s
Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are
independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India together with the ethical requirements that are relevant to our audit of the
standalone financial statements under the provisions of the Act and the Rules thereunder, and we have
fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for
our opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the standalone financial statements of the current period. These matters were addressed in the
context of our audit of the standalone financial statements as a whole, and in forming our opinion
thereon, and there is no other key matters except Note No. 6 to Financial Statements regarding Refund
receivable towards bookings in immovable property in the project under development by a group
company M/s Rajesh Projects (India) Pvt. Ltd. (Presently operating under the supervision of Interim
Resolution professional (IRP).
Information Other than the Financial Statements and Auditor’s Report Thereon.
The Company’s management and Board of Directors are responsible for the other information. The
other information comprises the information included in the Company’s annual report, but does not
include the financial statements and our auditors’ report thereon. The annual report is expected to be
made available to us after the date of this auditors’ report.
Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the
other information identified above when it becomes available and, in doing so, consider whether the
other information is materially inconsistent with the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be materially misstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are
required to communicate the matter to those charged with governance and take necessary actions, as
applicable under the relevant laws and regulations.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
The Company’s management and Board of Directors are responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these standalone financial statements that give a
true and fair view of the state of affairs, profit/loss and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Accounting Standards specified
under section 133 of the Act. Read with rule 7 of the companies (Accounts) Rules, 2014. This
responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the standalone
financial statements that give a true and fair view and are free from material misstatement, whether due
to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible
for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of Directors
either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do
so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as
a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the company has adequate internal financial controls with
reference to standalone financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management and Board of Directors.
• Conclude on the appropriateness of management’s and Board of Directors’ use of the going concern
basis of accounting in preparation of standalone financial statements and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in
the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However,
future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the standalone financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditors’ report unless law or
regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central
Government of India in terms of section 143(11) of the Act, we give in the “Annexure A” a statement
on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2A. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations, which to the best of our
knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.
(c) The standalone balance sheet, the standalone statement of profit and loss, Statement of Changes
in Equity and the standalone statement of cash flows dealt with by this Report are in agreement
with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS Financial Statements comply with the Indian
Accounting Standards specified under section 133 of the Act, read with Rules 7 of the Companies
(Accounts) Rules, 2014.
(e) On the basis of the written representations received from the directors as on 31 March 2025,
taken on record by the Board of Directors, none of the directors is disqualified as on 31 March
2025 from being appointed as a director in terms of section 164(2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
“Annexure B”; and
2B. With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11
of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us:
a) The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial
position in its standalone financial statements.
b) The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
c) There has been no delay in transferring amounts required to be transferred to the Investor
Education and Protection Fund by the Company.
d) (i) The Management has represented that, to the best of its knowledge and belief, other than
as disclosed in financial statement, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other persons or entities, including foreign entities
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the
Company or provide any guarantee, security or the like on behalf of the Ultimate
Beneficiaries.
(ii) The Management has represented that, to the best of its knowledge and belief, as disclosed
in financial statement, no funds have been received by the Company from any persons or
entities, including foreign entities (“Funding Parties”), with the understanding, whether
recorded in writing or otherwise, that the Company shall directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever (“Ultimate
Beneficiaries”) by or on behalf of the Funding Parties or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed that have been considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e) contain any
material mis-statement.
e) The company did neither proposed/declared nor paid final dividend in the company annual
general meeting during the financial year 2024-25. If any dividend declared will be subject to
the approval of the members at the ensuing Annual General Meeting. The dividend so declared
will be in accordance with section 123 of the Act to the extent it applies to declaration of
dividend.
f) Based on our examination, which included test checks, the company has used accounting
software for maintaining its books of Account for the financial year March 31, 2025 which did
not have feature of recording audit trial (Edit log) Facility, accordingly we could not make any
comment on effective operation and tempered feature throughout the year.
2C. With respect to the matter to be included in the Auditors’ Report under section 197(16) of the
Act: In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in accordance with
the provisions of section 197 of the Act. The remuneration paid to any director is not in excess
of the limits laid down under section 197 of the Act. The Ministry of Corporate Affairs has not
prescribed other details under section 197(16) of the Act which are required to be commented
upon by us.
FOR A D GUPTA AND ASSOCIATES
CHARTERED ACCOUNTANTS
(Firm Registration No. 018763N)
(Amit Kumar Gupta)
Partner (M. No. 500134)
Place: Greater Noida
Dated: 26.05.2025
UDIN: 25500134BMIBRN3367
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