Royal Sense Ltd Directors Report

To

The Members of Royal Sense Limited

Your Directors have pleasure in presenting the 2nd Annual Report of the Company along with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 3 , 2025.

1. FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	2, 4.3	89 .39	, 3.40	, 80.02
Other Income	.98	3.04	.98	3.04
Total Revenue	2,772.29	1,899.43	6,181.38	1,783.06
Less: Total Expenditure	2,359.3	, 9.44	5,30 .92	,5 3.42
Profit/(Loss)before Tax	4 2.93	229.99	8 3.4	2 9. 4
Less: Provision for Taxation	-	-	-	-
Current Tax	08.	59.	240.34	0.
Short provision of Tax for earlier year	-	-	-	-
Deferred Tax Asset	-	-	-	-
Profit/(Loss) after Tax	304.49	170.19	633.12	158.88

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

The Company is the supplier of high-quality goods that meet international standards required for hospitals, laboratories, institutions and clinics to provide health services. We trade and offer a wide range of surgical accessories, tools, equipment and other things. The supplied assortment can be modified according to the requirements of the clients and is offered in a wide range of parameters.

During the reporting period, the Companys revenue from operations amounted to 2, 2.29 lakhs, as compared to ,899.43 lakhs in the previous financial year. Further, the Company recorded a Profit After Tax (PAT) of 304.49 lakhs, reflecting an increase of 55.89% over the previous years PAT of 0. 9 lakhs.

The Board of Directors of your Company is optimistic about the future prospects of the Company.

Your directors are of the view that the Company will have a progressive growth in the subsequent financial years and are hopeful for the bright future prospects.

3. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2024-25.

4. TRANSFER TO GENERAL RESERVE

The Directors do not propose to transfer any amount to the Reserves. Total amount of net profit is carried to the Reserves & Surplus as shown in the Balance Sheet of the Company.

5. CHANGE IN NATURE OF BUSINESS:

The nature of the business of the Company remains unchanged. The Company will continue to pursue the same objects as set out in its main object mentioned in memorandum of association of the company and shall remain engaged in the same line of business as hitherto.

6. SHARE CAPITAL:

During the year under review the Company has made changes in the share capital and the details of the same are as mentioned below:

a. Authorized Share Capital

The Company increased its authorized share capital existing capital from Rs. 5,00,00,000 /- (Rupees Five Crores only) divided into 5,00,000 (Fifty Lakh) equity shares of Rs. 0/- each to Rs. 0,00,00,000 /- (Rupees Ten Crore only) divided into ,00,00,000 (Rupees One Crore) equity shares of Rs. 0/- each ranking Pari passu in all respect with the existing Shares of the Company as per the Memorandum and Articles of the Company.

b. Issued, Subscribed & Paid-Up Capital

i. The Company has issued 4,50,000 convertible warrants issued at a price of Rs. 5 (Including premium of Rs. 4 /-) per share on preferential basis dated on 20th November, 2024, thereafter the warrants has been converted into equity in following three slots:

• conversion of 8,000 warrants into equity dated on th March, 2025

Conversion of 8,000 warrants into equity dated on 28th April, 2025

• Conversion of 3, 4,000 warrants into equity dated on 08th May, 2025 ii. The present Paid-up Capital of the Company is Rs. 5,35,0 ,4 0 /- divided into 53,50, 4 Equity Shares of Rs. 0/-.

7. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):

During the reporting period and Pursuant to Regulation 32 ( ) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 5 (Listing Regulations / LODR) there was no deviation/variation in the utilisation of proceeds of the Company.

Utilisation of Fund raised through Initial Public Offer upto 3 st March, 2025:

Sr. No.	Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised
	Working capital requirement	NA	.000	0.000	.000
2	General corporate purposes	NA	2.400	0.000	2.400
3	Issue Expenses	NA	.4 0	0.000	.4 0

Utilisation of Fund raised through Preferential Issue 3 st March, 2025:

Sr. No.	Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised
	Funding of Working Capital	NA	509. 3	0.000	5 .5
	Requirements of the Company
2	General Corporate Purpose	NA	2.	0.000	2.

8. DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR

During the reporting period, the Company has (One) wholly owned Subsidiary named as follows:

1. Stergic Retail Private Limited

Hence, provisions of Section 29(3) of the Companies Act, 20 3 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC- as Annexure-I.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 3 st March, 2025:

DIN No./ PAN	Name of the Director/KMP	Designation	Date of Appointment	Date of Resignation
09 45543	Rishabh Arora	Managing Director and Chief	0 /04/2023	NA
		Financial Officer
04 805	Vikas	Executive Director	04/03/2024	NA
0 03440	Harmeet Singh	Whole Time Director	0 /04/2023	NA
0 4903	Kajal*	Non-Executive & Indepen-	30/05/2024	NA
		dent Director
0 49 0	Heena Soni*	Non-Executive & Indepen-	30/05/2024	NA
		dent Director
-	Ragini Maurya	Company Secretary	5/ /2024	NA

Changes in the Board Composition:

In the Board Meeting held on 30th May, 2024:

- Ms. Heena Soni (DIN: 0 49 0), was appointed as independent Director of the company. - Ms. Kajal (DIN: 0 4903 ), was appointed as independent Director of the company.

- Mr. Amit Singh Tomar was appointed as independent director w.e.f. 20th April 2023 and ceased to be Director w.e.f. 30th May, 2024. - Ms. Mukta Ahuja was appointed as Independent Director w.e.f 5th May 2023 and ceased to be director w.e.f. 30th May 2024.

The composition of Board complies with the requirements of the Companies Act, 20 3 ("Act"). Further, in pursuance of Regulation 5(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 5 (Listing Regulations), the Company is exempted from the requirement of having composition of Board as per Regulation of Listing Regulations.

None of the Directors of the Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid down under Section 5 of the Companies Act, 20 3.

Retire by Rotation:

Mr. Vikas (DIN: 04 805), Director of the Company, who retires by rotation in accordance with the provisions of Section 52 of the Companies Act, 20 3 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Vikas has been included in the Notice convening the ensuing AGM.

The Company has received consent in writing to act as directors in Form DIR-2 and intimation in Form DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 20 4, to the effect that they are not disqualified under section (2) of section 4 of the Companies Act, 20 3. The Board considers that his association would be immense benefit to the Company and it is desirable to avail his services as Directors. Accordingly, the Board recommends the resolution related to appointment of above directors for the approval of shareholders of the company.

Key Managerial Personnel (KMP):

S. No.	Name of the KMP	Designation
.	Rishabh Arora	Managing Director & CFO
2.	Harmeet Singh	Whole Time Director
3.	Ragini Maurya	Company Secretary and Compliance Officer

Independent Directors:

Sr. No.	Name of the Director/KMP	Date of Appointment	Date of Resignation
.	Heena Soni	Independent Director	-
2.	Kajal	Independent Director	-
3.	Amit Singh Tomar	Independent Director	30th May 2024
4.	Mukta Ahuja	Independent Director	30th May 2024

Board Meetings

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, Board of Directors of the Company duly met 08 (Eight) times and in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

The dates of the Board Meeting held during the year review is as mentioned hereunder:

. 30th May, 2024 2. 23rd September, 2024 3. 08th November, 2024

4. 5th November, 2024 5. 20th November, 2024 . 5th January, 2025 . 0 th February, 2025

8. th March, 2025

The details of attendance of each director at the Board meetings are as given below:

Name of Director	Date of Original Appointment	Date of Cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Rishabh Arora	0 /04/2023	-	8	8
Harmeet Singh	0 /04/2023	-	8	8
Vikas	04/03/2024	-	8	8
Heena Soni	30/05/2024	-	8	8
Kajal	30/05/2024	-	8	8

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 3 of the Act.

10. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 34 (5) of the Companies Act, 20 3, Your Directors, confirm that:

i) In the preparation of the annual accounts for the financial year ended on March 3 , 2025 the applicable Indian Accounting Standards have been followed and there are no material departures from the same;

ii) The selected accounting policies were applied consistently and the Directors 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 3 , 2025 and of the profit of the Company for that period. iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 20 3 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) The annual accounts have been prepared on a going concern basis. v) The Internal financial controls have been laid by the Directors to be followed by the Company and such financial controls are adequate and were operating effectively. vi) Proper systems had been devised in compliance with the provision of the all-applicable laws and such systems were adequate and operating effectively.

11. EXTRACT OF ANNUAL RETURN

In accordance with the provisions of Companies (Amendment) Act, 20 , read with Section 34(3) of the Companies Act,

20 3, the Annual Return, as on March 3 , 2025 under Section 92 (3) of the Companies Act, 20 3, is hosted on the website of the Company at www.royalsense.in.

12. CORPORATE GOVERNANCE REPORT:

Our Company, Royal Sense Limited has listed its securities on SME Platform of BSE Limited which falls under the ambit of exemption provided to SME listed companies, therefore the compliance with the Corporate Governance provision specified in the applicable Regulation shall not be applicable to the Company.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 5 is annexed to this Report as Annexure - II.

14. SEPARATE MEETING OF INDEPENDENT DIRETORS

Independent Directors of the Company held their Separate meeting under Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 5 and Schedule IV of Companies Act, 20 3 on Friday, 0 th February, 2025 at Corporate office of the Company at First Floor, Plot No 5 , Phase-II, Badli Industrial Area, Badli, North West Delhi - 0042 to evaluate their performance.

15. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

During the year under consideration, Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company under section 43( 2) of the Companies Act, 20 3.

16. INDEPENDENT DIRECTORS DECLARATION

The Company has received the Declaration of Independence from its Independent Directors i.e. Ms. Heena Soni (DIN: 0 49 0) and Ms. Kajal Garg (DIN: 0 4903 ) confirming that they meet the criteria of independence as provided in section 49( ) of the Companies Act, 20 3 read with Regulations of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 20 5 and that they are not disqualified from continuing their appointment as Independent Director is annexed to this Report as

Annexure-III.

During the year under review the non- executive directors of the company had no Pecuniary relationship or transactions with the Company other than sitting fees, commission, if any and reimbursement of expenses incurred for the purpose of attending the meetings of the board or committees of the company.

The Company has received requisite annual declarations/ confirmations from all the aforesaid Independent Directors. The Board of Directors of the Company is of the view that Independent Directors fulfil the criteria of independence and they are independent from the management of the Company.

The Company has noted that the names of all Independent Directors have been included in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ("IICA"). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose. In terms of Section 50 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 20 4, as amended thereof, both the Independent Directors are exempted from undertaking online proficiency self-assessment test conducted by the IICA.

17. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY PURSUANT TO SECTION 134(3) (e) AND SECTION 178 (3)

The Companys Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 8(3) of the Companies Act, 20 3 can be accessed on the Companys website at www.royalsense.in.

The Objective of the Policy is to ensure that

• The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully.

• Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

• Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short- and long-term performance objectives appropriate to the working of the Company and its goals.

18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provisions of Section (9) of the Companies Act, 20 3 read with the Companies (Meetings of Board and its Powers) Rules, 20 4, the Company has formulated a Whistle Blower Policy for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct and provides safeguard against victimization of director or employees or any other person who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The same is also uploaded on the website of the Company at www.royalsense.in.

During the year under review, no complaints have been received by the Company from any whistle blower.

19. PERFORMANCE EVALUATION:

The Board of Directors have carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Companies Act, 20 3 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 20 5.

20. HUMAN RESOURCES:

The Management has a healthy relationship with the officers and the Employee.

21. AUDITOR AND AUDITORS REPORT:

Statutory Auditor

In terms of provisions of Section 39 of the Companies Act, 20 3, the Company at Annual General Meeting of the Company was held on 23rd October, 2025 appointed M/s. C N D & Associates, Chartered Accountant (Firm Registration No.0300 9N) as Statutory Auditors of the Company for a term of 5(Five) consecutive years from the conclusion of the First AGM till the conclusion of Sixth AGM of the company i.e. for the Financial Year 2024-25 up to the Financial Year 2028-29.

There were no observations or qualifications, or remarks made by the Statutory Auditors in their report for the financial year ended 3 March 2025.

Secretarial Auditors

M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) as Secretarial Auditor on 30th May, 2024 for the Financial Year 2024-2025.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 3 , 2025, is annexed herewith as Annexure-IV. Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Internal Auditor

M/s A G H A & Associates, Chartered Accountants, Delhi (Firm Registration No. 0249 5N) was appointed as Internal Auditor of the Company for the financial year 2024-2025 on May 30th, 2024 pursuant to the provisions of Section 38 of the Companies Act, 20 3 read with the Rule 3 of the Companies (Accounts) Rules, 20 4.

The Report of the Internal Auditors is reviewed by the Audit Committee.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees or investments made by the Company under Section 8 of the Companies Act, 20 3 during the year under review and hence the said provision is not applicable.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all the contract or arrangement entered into by the Company, if any, with its related parties were in ordinary course of business and on arms length.

Accordingly, the disclosure in Form AOC-2 as prescribed under Section 34 of the Companies Act, 20 3 read with the Companies (Accounts) Rules, 20 4 is required and hence, the same is attached with this Report in Annexure-V. Details of transactions with related parties have been provided in the notes to the Financial Statements of the Company.

Related Party Transactions Policy can be accessed at www. royalsense.in

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

APPLICATION UNDER REGULATION 37 OF SEBI (LODR) REGULATIONS, 2015:

• The Company filed an application with BSE Limited on February 2 , 2025, seeking a No Objection Certificate (NOC) under Regulation 3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

20 5, for the proposed merger by absorption of TTG

Innovations Private Limited with Royal Sense Limited.

• The said application was rejected by BSE Limited on April 30, 2025.In light of the rejection, the Company submitted a fresh application on June 3, 2025, which is currently under review and pending approval with the Stock Exchange.

25.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

The Company does not have any manufacturing activity. Thus, the provisions related to conservation of energy and technology absorption are not applicable on the Company. However, the Company makes all efforts towards conservation of energy, protection of environment and ensuring safety.

26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

Pursuant to the provisions of Section 34(3)(n) of the Companies Act, 20 3, the Company has a structured Risk Management Policy duly approved by the Board of Directors. The Risk Management process is designed to safeguard the Company from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business of the Company. The potential risks are integrated with management process such that they receive the necessary consideration during the decision making. It has been dealt in greater detail in Management Discussion and Analysis Report annexed to this Report.

27. CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to the provisions of Section 35( ) of the Companies Act, 20 3, the provisions related to Corporate Social Responsibility (CSR) are applicable on companies having net worth of rupees five hundred crore or more; or turnover of rupees one thousand crore or more; or a net profit of rupees five crore or more. The present financial position of the Company does not make it mandatory for the Company to undertake CSR initiatives or to formulate CSR Policy during the Financial Year ended March 3 , 2025. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

28.EVALUATIONBYBOARDOFITSOWNPERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20 5, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meeting, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, the Investment Committee and the Risk Management Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the view that all the committees were performing their functions satisfactorily.

Individual Directors:

In accordance with the criteria suggested by the Nomination and Remuneration Committee, the performance of each director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters.

Independent Directors, at their separate meeting, have evaluated the performance of Non-independent Directors and the Board as a whole; and of the Chairman of the Board, taking into account the views of other Directors; and assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The Board and the Independent Directors were of the view that performance of the all the Directors as a whole was satisfactory.

The evaluation framework for assessing the performance of the Directors includes the following broad parameters:

• Relevant expertise;

• Attendance of Directors in various meetings of the Board and its Committees;

• Effective participation in decision making process;

• Objectivity and independence;

• Level of awareness and understanding of the Companys business;

• Professional conduct of the directors in various meetings of the Board and its committees;

• Compliance with the Code of Conduct of the Company;

• Ability to act in the best interest of the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company has laid proper and adequate systems of internal financial control commensurate with the size of its business and nature of its operations with regard to the following:

(i) Systems have been laid to ensure that all transactions are executed in accordance with managements general and specific authorization.

(ii) Systems and procedures exist to ensure that all transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and to maintain accountability for aspects and the timely preparation of reliable financial information.

(iii) Access to assets is permitted only in accordance with managements general and specific authorization. No assets of the Company are allowed to be used for personal purposes, except in accordance with terms of employment or except as specifically permitted.

(iv) The existing assets of the Company are verified/ checked at reasonable intervals and appropriate action is taken with respect to any differences, if any. (v) Proper systems are in place for prevention and detection of frauds and errors and for ensuring adherence to the Companys policies.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

30. COMMITTEES OF BOARD

The Company has duly constituted and reconstituted the following statutory Committees in terms of the provisions of the Act read with relevant rules framed thereunder during the reporting period and up to the date of this report:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

AUDIT COMMITTEE

The Audit Committee of the Board as on 3 -03-2025 consist of three (3) Directors of the company i.e. Ms. Heena Soni, Chairperson of Audit Committee, Ms. Kajal and Mr. Rishabh Arora, Directors of the Company as members of the Committee. Out of these Ms. Heena Soni and Ms. Kajal, are Non-Executive Independent Directors, whereas Mr. Rishabh Arora, is Managing Director. The Audit Committee has been authorized to look after the following major functions:

i. To recommend for appointment, remuneration and terms of appointment of auditors of the company; ii. To review and monitor the auditors independence and performance, and effectiveness of audit process; iii. To examine the financial statement and the auditors report thereon; iv. To approve or any subsequent modification of transactions of the company with related parties; v. To conduct scrutiny of inter-corporate loans and investments; vi. To evaluate undertakings or assets of the company, wherever it is necessary; vii. To evaluate internal financial controls and risk management systems; viii. To monitor the end use of funds raised through public offers and related matters. ix. To call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and to discuss any related issues with the internal and statutory auditors and the management of the company. x. To investigate into any matter in relation to the items specified in or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NUMBER OF MEETINGS HELD AND ATTENDANCE OF AUDIT COMMITTEE DURING THE YEAR FROM 01ST APRIL, 2024 TO 31ST MARCH, 2025

During the financial year 2024-2025 Four (4) Meetings of Audit Committee were held and attendance of Members at these meetings were as under:

Date	Heena Soni	Kajal	Rishabh Arora
30.05.2024	Present	Present	Present
23.09.2024	Present	Present	Present
08. .2024	Present	Present	Present
0 .02.2025	Present	Present	Present

NOMINATION AND REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 8 of Companies Act,20 3 and Rule and of Companies (Meetings of Board and its Powers) Rules, 20 4. The Nomination & Remuneration Committee of the Company as on 3 -03-2025 consist of three (3) Directors of the company i.e. Ms. Heena Soni, Chairperson of the committee, Ms. Kajal and Mr. Vikas , Directors of the Company as its members. The Committee has been authorized to look after following major functions:

. To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance.

2. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

2. To ensure that

(a) the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully; (b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (c) remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. (d) The policy so framed by the said Committee shall be disclosed in Boards Report to shareholders.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO. OF MEETINGS HELD AND ATTENDANCE OF NOMINATION & REMUNERATION COMMITTEE DURING THE YEAR 1st APRIL, 2024 TO 31st MARCH, 2025

During the financial year 2024-2025 3 (Three) meeting of Nomination & Remuneration Committee were held and attendance of Members at this meeting were as under:

Date	Heena Soni	Kajal	Vikas
30.05.2024	Present	Present	Present
23.09.2024	Present	Present	Present
5. .2024	Present	Present	Present

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committees composition and terms of reference meet with the requirement of the Listing Agreement and provisions of Section 8 of Companies Act, 20 3. The Stakeholders Relationship Committee, reconstituted as on 30/05/2025 consist of three (3) Directors of the company, i.e. Ms. Heena Soni, Chairperson of Committee, Ms. Kajal and Mr. Vikas Members of the Committee. Ms. Heena Soni and Ms. Kajal are non-executive Independent Directors of the Company, whereas Mr. Vikas is the Non- Executive Director of the Company. The Committee has been authorized to review all matters connected with companys securities and redressal of shareholders/investors/securities holders complaints.

Date Heena Soni Kajal Vikas

30.05.2024 Present Present Present 23.09.2024 Present Present Present

31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 READ WITH ALLIED RULES

During the year under review, the company had not received any complain under this act, however the company has constituted the Internal Complaint Committee as per the eligibility criteria mentioned at Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 20 3.

32. POLICY FOR PREVENTION OF INSIDER TRADING:

The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 20 5 came into effect from May 9, 2023 to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework thereof. Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 20 5, the Company has formulated and adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("Code of Fair Disclosure") of the Company. The Code of Fair Disclosure is available on the website of the Company www.royalsense.in

Further, pursuant to Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

20 5, the Company has formulated and adopted the Code of Conduct for Prevention of Insider Trading. The Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with the shares of the Company and cautioning them on the consequence of non-compliances. The Company Secretary has been appointed as a Compliance Officer and is responsible for monitoring adherence to the Code. The code of conduct to regulate, monitor and report trading by insiders is also available on the website of the Company www.royalsense.in

33. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings & Outgo during the year are as under: Earnings - Nil Outgo - Nil

34. PARTICULARS OF EMPLOYEES PURSUANT TO THE SECTION 197 (12) OF COMPANIES ACT AND RULE 5(1), 5(2) AND 5(3) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 9 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20 4 and Companies (Particulars of Employees) Rules, 9 5, in respect of employees of the Company and Directors is furnished hereunder:

A. The ratio of remuneration of each Director to the median remuneration of the employees of the company, along with the percentage increase in remuneration of each Director, Chief Financial Officer (CFO) and Company Secretary for the financial year 2024-25 is as follows:

Sr. No.	Name of Directors and KMP	Designation	Ratio of Remuneration of Director to Median Remuneration	% Increase in the Remuneration
	Rishabh Arora	Managing Director	32.43	0%
2	Harmeet Singh	Whole Time Director	8.	0%
3	Vikas	Director	.24	NA
4	Ragini Maurya	Company Secretary	.85	NA
5	Priyanka Bhutani	Company Secretary	.33	-83%

Notes:

. The aforesaid details are calculated on the basis of remuneration for the financial year 2024-25.

2. Ms. Priyanka Bhutani ceased to be the Company Secretary and Compliance Officer of the Company with effect from 08th October 2024.

3. Ms. Ragini Maurya was appointed as Company Secretary and Compliance Officer of the Company with effect from 5 November 2024.

B. The percentage increase in median remuneration of employees for the financial year 2024-25 is (289%)

C. Average percentiles increase already made in the salaries of employees other than the managerial personnel in the last financial year, and its comparison with the percentile increase in the managerial remuneration and justification thereof, and point out if there are any exceptional circumstances for an increase in the managerial remuneration: 8 %

D. Affirmation:

Pursuant to Rule 5( )(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20 4, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Nomination and Remuneration Policy of your Company.

E. Number of permanent employees on the rolls of the Company as on 3 March 2025: 8

Statement of Particulars of Employees pursuant to the Section 197 (12) of Companies Act and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

a) Details of the employees employed throughout the Financial Year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore rupees and two lakh rupees.

Nil

b) Details of the employees employed for a part of the Financial Year and was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;

Nil

c) If employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the Company.

Nil

35. DISCLOSURE PERTAINING TO MAINTENANCE OF COST RECORD PERSUANT TO SECTION 148(1) OF THE COMPANIES ACT, 2013

The company is not required to maintain Cost Records as specified u/s 48( ) of the Companies Act, 20 3 read with the applicable rules thereon for the Financial Year 2024-25. Hence the clause is not applicable to the Company.

36. COMPLIANCE WITH SECRETERIAL STANDARDS

Pursuant to Secretarial Standard issued by the Institute of Company Secretaries of India, company has complied with the applicable secretarial standard i.e. SS- & SS-2 (Meetings of Board of Directors & General Meetings) respectively, during the year under review.

37. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the reporting period, no application made or any proceeding is pending under the Insolvency and Bankruptcy Code, 20 (3 of 20 ).

38. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF:

The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof under rule 8(5)(xii) of the Companies (Accounts) Rules, 20 4 are not applicable to the Company during the period under review. .

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items, as there were no transactions on these items during the year under review:

(a) Issue of Equity shares with differential rights as to dividend, voting or otherwise.

(b) Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

(c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

40. WEBSITE OF THE COMPANY:

Company maintains a website www.royalsense.in which serves as a comprehensive resource for stakeholders, including shareholders, investors, and the general public. The website contains important information about the Companys operations, corporate governance policies, financial reports, statutory filings, and other relevant details.

ACKNOWLEDGEMENT

Your directors wish to express their grateful appreciation for the valuable support and co-operation received from sub-brokers, business associates, vendors, bankers, financial institutions, investors, stakeholders, registrar and share transfer agent, other business affiliates and media.

The Board places on record its sincere appreciation towards the Companys valued clients for the support and confidence reposed by them in the organization and the stakeholders for their continued co-operation and support to the company and looks forward to the continuance of this supportive relationship in future.

Your directors also place on record their deep sense of appreciation for the devoted services of the employees during the year under review.

Place: Delhi Dated: 02.09.2025

By order of the Board of Directors For Royal Sense Limited

Rishabh Arora	Harmeet Singh
(Managing Director)	(Whole-Time Director)
DIN: 09745543	DIN: 10103440