To The Members of Royal Sense Limited
Your Directors have pleasure in presenting the 3rd Annual Report of the Company along with the Standalone and Consolidated Audited Financial Statements for the Financial Year ended March 31, 2026.
1. FINANCIAL HIGHLIGHTS
| Particulars | Standalone 31st March, 2026 | Standalone 31st March, 2025 | Consolidated 31st March, 2026 | Consolidated 31st March, 2025 |
| Revenue from Operations | 3774.57 | 2764.31 | 10337.59 | 6173.40 |
| Other Income | 8.95 | 7.98 | 11.09 | 7.98 |
| Total Revenue | 3783.52 | 2772.29 | 10348.68 | 6181.38 |
| Less: Total Expenditure | 3378.27 | 2359.36 | 9352.64 | 5307.92 |
| Profit/(Loss) before Tax | 405.26 | 412.93 | 996.04 | 873.46 |
| Less: Provision for Taxation | - | - | - | - |
| Current Tax | 107.15 | 108.16 | 270.35 | 240.06 |
| Deferred Tax Asset | (3.13) | 0.27 | (3.10) | 0.27 |
| Profit/(Loss) after Tax | 301.24 | 304.49 | 715.36 | 633.12 |
| Earning Per Equity Shares — Basic | 5.67 | 6.21 | 13.46 | 12.91 |
| Earning Per Equity Shares — Diluted | 5.25 | 5.69 | 12.46 | 11.83 |
2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:
The Company is engaged in the business of trading 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 3774.57 lakhs, as compared to 2764.31 lakhs in the previous financial year. Further, the Company recorded a Profit After Tax (PAT) of 301.24 lakhs, over the previous years PAT of 304.49 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 2025-26.
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
As at 31 March 2026, the Authorized Share Capital of the Company stood at 10,00,00,000 (Rupees Ten Crore only), divided into 1,00,00,000 (One Crore) Equity Shares of 10/- each.
During the financial year under review, there was no change in the Authorized Share Capital of the Company.
b. Issued, Subscribed & Paid-Up Capital
During the financial year under review, the Company allotted Equity Shares pursuant to the conversion of previously issued share warrants, as detailed below:
Conversion of 68,000 Share Warrants: on 28th April, 2025, 68,000 (Sixty-Eight Thousand) share warrants were converted into an equivalent number of Equity Shares of 10/- each, resulting in an increase in the Companys paid-up equity share capital to 5,03,61,460.
Conversion of Balance 3,14,000 Share Warrants: Subsequent to the above, on 08th May, 2026 the remaining 3,14,000 (Three Lakh Fourteen Thousand) share warrants were also converted into an equivalent number of Equity Shares of 10/- each, increasing the Companys paid-up equity share capital to 5,30,50,146. As on the date of this Report, the paid-up share capital of the Company continues to be 5,30,50,146.
Further, during the financial year, the Company issued and allotted 3,92,000 (Three Lakh Ninety-Two Thousand) share warrants in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, as applicable. As on the date of this Report, these share warrants have not been converted into Equity Shares.
ii. The present Paid-up Capital of the Company is Rs. 5,35,01,460/- divided into 53,50,146 Equity Shares of Rs. 10/-.
7. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S):
During the reporting period and Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations / LODR) there was no deviation/variation in the utilisation of proceeds of the Company.
Utilisation of fund raised by way of issue of Warrants on 11th March, 2025:
(in Lakhs)
| Sr. Original Object | Modified Object, if any | Original Allocation | Modified allocation, if any | Funds Utilised |
| 1 Funding of Working Capital Requirements of the Company | NA | 509.63 | 0.00 | 509.63 |
| 2 General Corporate Purpose | NA | 169.87 | 0.00 | 169.87 |
Utilisation of fund raised by way of issue of Warrants on 17th December, 2025:
(in Lakhs)
| Sr. Original Object | Modified Object, if any | Original Allocation | Actual Received | Modified allocation, if any | Funds Utilised |
| 1 Funding of Working Capital Requirements of the Company | Na | 737.94 | 185.68 | 0.00 | 185.68 |
| 2 General Corporate Purpose | NA | 245.98 | 61.89 | 0.00 | 61.89 |
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 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are applicable and details of the same is annexed in AOC-1 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 31st March, 2026:
2020-2021
| DIN | PAN No./Name of the Director/KMP | Designation | Date of Appointment | Date of Resignation |
| 09745543 | Rishabh Arora | Managing Director and Chief Financial Officer | 06/04/2023 | NA |
| 10467805 | Vikas | Executive Director | 04/03/2024 | NA |
| 10103440 | Harmreet Singh | Whole Time Director | 06/04/2023 | NA |
| 10649037 | Kajal | Non-Executive & Independent Director | 30/05/2024 | NA |
| 10649170 | Heena Soni | Non-Executive & Independent Director | 30/05/2024 | NA |
| - | Ragini Maurya* | Company Secretary | 15/11/2024 | 28/02/2026 |
Changes in the Board Composition:
Ms. Ragini Maurya tendered her resignation as the company secretary and compliance officer of the company w.e.f. 28th February, 2026.
Ms. Prachi Agnihotri was appointed as the Company Secretary and Compliance Officer of the Company with effect from 19th May, 2026. Subsequently, she tendered her resignation from the position of Company Secretary on 27th June, 2026.
Ms. Somya Arora was appointed as company secretary and compliance officer of the company w.e.f 13th July, 2026.
The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from the requirement of having composition of Board as per Regulation 17 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 165 of the Companies Act, 2013.
Retire by Rotation:
Mr. Harmreet Singh (DIN: 10103440), Director of the Company, who retires by rotation in accordance with the provisions of Section 152 of the Companies Act, 2013 at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The detailed profile of Mr. Harmreet Singh 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, 2014, to the effect that they are not disqualified under section (2) of section 164 of the Companies Act, 2013. 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):
| Sr. No. | Name of the KMP | Designation |
| 1. | Rishabh Arora | Managing Director & CFO |
| 2. | Harmreet Singh | Whole Time Director |
| 3. | Ragini Maurya* | Company Secretary and Compliance Officer |
*Ragini Maurya tendered her resignation from the designation of Company Secretary and Compliance Officer w.e.f 28th February, 2026.
Independent Directors:
| Sr. No. | Name of the KMP | Date of Appointment | Date of Resignation |
| 1. | Heena Soni | Independent Director | - |
| 2. | Kajal | Independent Director | - |
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 09 (Nine) 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:
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 | 06/04/2023 | - | 9 | 9 |
| Harmreet Singh | 06/04/2023 | - | 9 | 9 |
Name of Director
| Name of Director | Date of Original Appointment | Date of Cessation | Number of Board Meetings eligible to attend | Number of Board Meetings attended |
| Vikas | 04/03/2024 | - | 9 | 9 |
| Kajal | 30/05/2024 | - | 9 | 9 |
| Heena Soni | 30/05/2024 | - | 9 | 9 |
The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Act.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134 (5) of the Companies Act, 2013, Your Directors, confirm that:
i) In the preparation of the annual accounts for the financial year ended on March 31, 2026 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 31, 2026 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, 2013 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, 2017, read with Section 134(3) of the Companies Act, 2013, the Annual Return, as on March 31, 2025 under Section 92 (3) of the Companies Act, 2013, 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 2025-26 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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, 2015 and Schedule IV of Companies Act, 2013 on Wednesday, 17th December, 2025 at Registered office of the Company at First Floor, C-7, Phase-3, Badli Industrial Area, Badli, North West Delhi, India, 110042 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 143(12) of the Companies Act, 2013.
16. INDEPENDENT DIRECTORS DECLARATION
The Company has received the Declaration of Independence from its Independent Directors i.e. Ms. Heena Soni (DIN: 10649170) and Ms. Kajal Garg (DIN: 10649037) confirming that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013 read with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 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 150 of the Act read with the Companies (Appointment & Qualification of Directors) Rules, 2014, 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 othermatters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at www.royalsense.in.
The Objective of the Policy is to ensure that
The Objective of the Policy is to ensure that
18. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, 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, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 139 of the Companies Act, 2013, 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. 030019N) 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 2025-26 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 31 March 2026.
Secretarial Auditors
M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) as Secretarial Auditor on 19th June, 2025 for the Financial Year 2025-2026.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, 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. 024915N) was appointed as Internal Auditor of the Company for the financial year 2025-2026 on 19th June, 2025 pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014.
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
The particulars of loans, guarantees or investments under Section 186 of Companies Act, 2013 has been provided as per the notes to the financial statements and audit report.
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 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 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
Pursuant to the provisions of Section 134(3)(l) of the Companies Act, 2013, the Directors state that the following material changes and commitments have occurred between the end of the financial year under review and the date of this Report, which may have an impact on the financial position and future operations of the Company:
In furtherance to the approval received for the Scheme of Arrangement between Royal Sense Limited ("Transferee Company") and TTG Innovations Private Limited ("Transferor Company") and their respective shareholders and creditors under Sections 230 to 232 of the Companies Act, 2013, read with the applicable rules made thereunder ("Scheme"), In this regard, BSE Limited, vide its letter dated November 19, 2025, has issued its Observation Letter with "No adverse observations" in respect of the proposed Scheme, as required under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, the First Motion Application in respect of the Scheme has been filed before the Honble National Company Law Tribunal ("NCLT"), and the matter has been heard, pursuant to which the order has been reserved as on the date of this Report.
The Board of Directors has approved a Scheme of Arrangement providing for the amalgamation of TTG Innovations Private Limited (Transferor Company) with Royal Sense Limited (Transferee Company), subject to the receipt of the necessary statutory, regulatory and other approvals. The proposed amalgamation is expected to result in operational synergies and improved business efficiencies.
TTG Innovations Private Limited, the proposed Transferor Company under the Scheme of Arrangement, has been awarded a significant tender by the Central Procurement Agency, Directorate of Health Services, Government of Delhi. Upon the Scheme becoming effective, the Board expects this development to contribute substantially to the business of the Company, with a potential increase in annual sales of approximately ?100 Crore.
The Company has expanded its warehousing infrastructure by taking a new warehouse on lease at Tehsil Rai, District Sonipat, Haryana, with the objective of strengthening its storage capacity, supply chain efficiency and distribution network.
The first retail counter of Stergic Pharmacy, a business unit of Stergic Retail Private Limited, has been launched. This marks a significant step towards expanding the Groups presence in the retail healthcare and pharmaceutical segment and is expected to support future business growth.
Except as stated above, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.
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 134(3)(n) of the Companies Act, 2013, 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 135(1) of the Companies Act, 2013, 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 31, 2026. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.
28. EVALUATION BY BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
In compliance with the provisions of the Act, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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:
1. AUDIT COMMITTEE
The Audit Committee of the Board as on 31-03-2026 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, 2025 TO 31ST MARCH, 2026
During the financial year 2025-2026 Four (4) Meetings of Audit Committee were held and attendance of Members at these meetings were as under:
| Date | Heena Soni | Kajal | Rishabh Arora |
| 19.05.2025 | Present | Present | Present |
| 02.09.2025 | Present | Present | Present |
| 13.11.2025 | Present | Present | Present |
| 12.02.2026 | Present | Present | Present |
2. NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Board was formed in compliance with provisions of Section 178 of Companies Act, 2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules, 2014. The Nomination & Remuneration Committee of the Company as on 31-03-2026 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:
(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, 2025 TO 31st MARCH, 2026
During the financial year 2025-2026 One (1) meeting of Nomination & Remuneration Committee were held and attendance of Members at this meeting were as under:
| Date | Heena Soni | Kajal | Vikas |
| 19.06.2025 | Present | Present | Present |
3. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committees composition and terms of reference meet with the requirement of the Listing Agreement and provisions of Section 178 of Companies Act, 2013. The Stakeholders Relationship Committee, 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/security holders complaints.
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, 2013.
32. POLICY FOR PREVENTION OF INSIDER TRADING:
The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 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, 2015, 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, 2015, 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 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
| S.NO. PARTICULARS | REMARKS |
| 1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year. | |
| 2 The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. | |
| 3 The percentage increase in the median remuneration of employees in the financial year. | |
| 4 Average percentile increases 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 increase in the managerial remuneration. | |
| 5 Affirmation that the remuneration is as per the remuneration policy of the Company | |
| 6 The number of Permanent employees on the Pay Rolls of the Company |
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
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 148(1) of the Companies Act, 2013 read with the applicable rules thereon for the Financial Year 2025-26. 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-1 & 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, 2016 (31 of 2016).
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, 2014 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 cooperation 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.
| By order of the Board of Directors For Royal Sense Limited |
| Place: Delhi Dated: 17th July, 2026 |
| sd/- Harmeet Singh Whole-Time Director DIN: 10103440 |
| sd/- Rishabh Arora (Managing Director) DIN: 09745543 |
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