Directors Report of Royal Sense Ltd.

Mar 31, 2025

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 31, 2025.

1. FINANCIAL HIGHLIGHTS

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	31st March, 2025	31st March, 2024	31st March, 2025	31st March, 2024
Revenue from Operations	2,764.31	1896.39	6,173.40	1,780.02
Other Income	7.98	3.04	7.98	3.04
Total Revenue	2,772.29	1,899.43	6,181.38	1,783.06
Less: Total Expenditure	2,359.36	1,669.44	5,307.92	1,563.42
Profit/(Loss)before Tax	412.93	229.99	873.46	219.64
Less: Provision for Taxation	-	-	-	-
Current Tax	108.16	59.77	240.34	60.76
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 Company''s revenue from operations amounted to ''2,772.29 lakhs, as compared to ''1,899.43
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 year''s PAT of ''170.19 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. 10/- each to Rs. 10,00,00,000 /- (Rupees Ten Crore only) divided into
1,00,00,000 (Rupees One Crore) equity shares of Rs. 10/- 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. 151 (Including premium of Rs. 141/-) per
share on preferential basis dated on 20th November, 2024, thereafter the warrants has been converted into equity in
following three slots:

• conversion of 68,000 warrants into equity dated on 11th March, 2025

• Conversion of 68,000 warrants into equity dated on 28th April, 2025

• Conversion of 3,14,000 warrants into equity dated on 08th May, 2025

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 through Initial Public Offer upto 31st March, 2025:

Sr. No.	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	0.000	156.57
2	General Corporate Purpose	NA	162.77	0.000	162.77

Sr. No.	Original Object	Modified Object, if any	Original Allocation	Modified allocation, if any	Funds Utilised
1	Working capital requirement	NA	6.000	0.000	6.000
2	General corporate purposes	NA	2.400	0.000	2.400
3	Issue Expenses	NA	1.460	0.000	1.460

Utilisation of Fund raised through Preferential Issue 31st March, 2025:

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

During the reporting period, the Company has 1 (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, 2025:

DIN No./ PAN	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	Harmeet Singh	Whole Time Director	06/04/2023	NA
10649037	Kajal*	Non-Executive & Indepen¬ dent Director	30/05/2024	NA
10649170	Heena Soni*	Non-Executive & Indepen¬ dent Director	30/05/2024	NA
-	Ragini Maurya	Company Secretary	15/11/2024	NA

Changes in the Board Composition:

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

- Ms. Heena Soni (DIN: 10649170), was appointed as independent Director of the company.

- Ms. Kajal (DIN: 10649037), 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 15th 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, 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. Vikas (DIN: 10467805), 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. 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, 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):

S. No.	Name of the KMP	Designation
1.	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
1.	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:

1. 30th May, 2024

2. 23rd September, 2024

3. 08th November, 2024

4. 15th November, 2024

5. 20th November, 2024

6. 15th January, 2025

7. 06th February, 2025

8. 11th March, 2025

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

Name of Director	Date of Original	Date of Cessation Number of Board Meetings	Number of Board
	Appointment	eligible to attend	Meetings attended
Rishabh Arora	06/04/2023	- 8	8
Harmeet Singh	06/04/2023	- 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 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, 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 31, 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, 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 2024-25 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 Friday, 06th
February, 2025 at Corporate office of the Company at First
Floor, Plot No 57, Phase-II, Badli Industrial Area, Badli,
North West Delhi -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 Company''s Policy on Director''s appointment
and remuneration including criteria for determining
qualifications, positive attributes, independence of a
Director and other matters as provided under Section
178(3) of the Companies Act, 2013 can be accessed on the
Company''s 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 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 Company''s 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 AUDITOR''S 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 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 31 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 31, 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. 024915N) was appointed as Internal
Auditor of the Company for the financial year 2024-2025
on May 30th, 2024 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

There were no loans, guarantees or investments made by
the Company under Section 186 of the Companies Act, 2013
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
arm''s 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

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

• The Company filed an application with BSE Limited on
February 27, 2025, seeking a No Objection Certificate
(NOC) under Regulation 37 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, 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 13, 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 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, 2025.
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 Company''s 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 Company''s
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 management''s 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
management''s 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
Company''s 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 31-03-2025
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 auditor''s 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:

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 31-03-2025 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:

1. 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 director''s 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 Board''s Report to shareholders.

Date	Heena Soni	Kajal	Rishabh Arora
30.05.2024	Present	Present	Present
23.09.2024	Present	Present	Present
08.11.2024	Present	Present	Present
06.02.2025	Present	Present	Present

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
15.11.2024	Present	Present	Present

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee''s 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, 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 company''s securities and redressal
of shareholders/investors/securities holder''s 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, 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:

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
1	Rishabh Arora	Managing Director	32.43	0%
2	Harmeet Singh	Whole Time Director	8.11	0%
3	Vikas	Director	6.24	NA
4	Ragini Maurya	Company Secretary	1.85	NA
5	Priyanka Bhutani	Company Secretary	1.33	-83%

Notes:

1. 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 15
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: 86%

D. Affirmation:

Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 31 March 2025: 68

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 148(1) of the Companies Act, 2013 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-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
Company''s 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 Company''s 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

---

Mar 31, 2024

Your Directors are pleased to present their 1st (First) Report of the Company together with the audited financial statements for the Financial Year ended on March 31, 2024.

The performance highlights and summarized financial results of the Company are given below:

1. FINANCIAL HIGHLIGHTS

fRc in T.aHiQ^

Particulars	Standalone	Consolidated
	31st March, 2024	31st March, 2024
Total Revenue	1,899.43	1,783.06
Less: Total Expenditure	1,669.44	1,563.42
Profit/(Loss)before Tax	229.99	219.65
Less: Provision for Taxation	-	-
Current Tax	59.77	60.73
Short provision of Tax for earlier year	-	-
Deferred Tax Asset	-	-
Profit/(Loss) after Tax	170.19	158.89
Add: Balance bought forward from last year	-	-
Surplus available for appropriation	-	-
Less: Appropriations	-	-
Fixed Assets written off	-	-
Surplus Carried to Balance Sheet	-	-

Previous year figures have not been provided as this is the first year of its incorporation.

2. STATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK:

The Company was incorporated on 6th April 2023 .Prior to the incorporation of the Company, our promoter Rishabh Arora was running the business in sole proprietorships under the name "M/s Royal Traders, PHT and Anaya". Later, on April 28, 2023, the ongoing business of the aforesaid company was acquired by Royal Sense Limited along with the assets and liabilities of the company.

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 aforesaid period, the revenues from operations stood at Rs 1,896.39/- Lakhs. Further, the Company had incurred total expenses of Rs. 1,669.44/- 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 2023-24.

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 Company was incorporated on 6th April 2023 and during the year, the Company has not changed its business or objects and continues to be in the same line of business as per the main objects of the Company.

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 incorporated with an Authorized Capital of ''10,00,000 comprising of 1,00,000 Equity Shares of Face Value of '' 10/- each and has been increased from 1,00,000 Equity Share of face value of ''10 each to '' 50,00,000 Equity Shares of face value of ''10 each each vide ordinary resolution passed in the EGM held on 19th April 2023.

b. Issued, Subscribed & Paid-Up Capital

i. The Company has issued and allotted 14,50,000 Equity Shares of '' 10/-each for cash price at a price of '' 68/- per share inclusive of a premium by way of initial public offer on 15th March 2023

ii. The present Paid-up Capital of the Company is Rs. 4,90,01,460/- divided into 49,00,146 Equity Shares of Rs. 10/- and entire shares of the company were listed on BSE-SME exchange w.e.f. 19th March 2023.

7. DETAILS OF INITIAL PUBLIC OFFER (IPO):

The Company made its maid an public offer of equity shares by way of fresh issue of equity shares in accordance

with Chapter IX of The SEBI (ICDR) Regulations, 2018 as amended, wherein 14,50,000 Equity Shares were offered through the Initial Public Offer. The public offer was opened on 12th March 2024 and closed on 14th March 2024 for all applicants. The 14,50,000 equity shares were offered at an offer price of '' 68/- per equity Share (including a share premium of '' 58/- per equity Share). The shares were allotted on 15th March 2023 to the respective successful applicants under various categories as approved in consultation with the Authorized Representative of the Designated Stock Exchange viz. BSE Limited. The Equity shares of the Company were listed on BSE Limited under SME segment with effect from 19th March 2024. The Company''s IPO has received an overwhelming response and got oversubscribed by 21 times.

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

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 as mentioned in the objects stated in the Prospectus dated 05th March 2024, in respect of the Initial Public Offering of the Company.

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

During the reporting period, the Company has One wholly owned Subsidiaries named as follows:

1. Stergic Retail Private Limited

(*Stergic Retail Private Limited became a wholly owned subsidiary dated 17rd January, 2024.)

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.

10. DEMATERIALIZATION OF SHARES

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN No INE0QQG01019 has been allotted for the company. Therefore, the investors may keep their shareholding in the electronic mode with their depository Participant 100% of the Company''s paid-up Share Capital is in dematerialized form as on 31st March, 2024

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Following are the details of Directors and Key Managerial Personnel (KMP) of the Company as on 31st March, 2024:

DIN No./ PAN	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	Harmeet Singh	Whole Time Director	06/04/2023	NA
10063772	Amit Singh Tomar	Non-Executive Independent Director	20/04/2023	30/05/2024
10160572	Mukta Ahuja	Non-Executive Independent Director	12/05/2023	30/05/2024
10649037	Kajal*	Non-Executive & Independent Director	30/05/2024	NA
10649170	Heena Soni*	Non-Executive & Independent Director	30/05/2024	NA
BARPB0759B	Priyanka Bhutani	Company Secretary	01/05/2023	NA

Changes in the Board Composition:

- In the Board Meeting held on 20th April, 2023

Mr Rishabh Arora (DIN: 09745543) was appointed as Chairman & Managing Director and Mr. Harmeet Singh (DIN: 10103440) was appointed as Whole-time Director of the Company w.e.f 20th April 2023 for a period of 3 years.

- In the Board Meeting held on 4th March 2024:

Mr. Gaurav Arora was appointed as Director of the Company w.e.f 6th April 2023 and ceased to be director w.e.f. 4th March 2024

Mr. Vikas (DIN: 10467805) was appointed as the Director of the Company in the category of Non-executive Non Independent Director.

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 15th 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, 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.

Retirement by Rotation:

Mr. Harmeet Singh (DIN: 10103440), Whole Time 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. Harmeet 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)

S. No.	Name of the KMP	Designation
1.	Rishabh Arora	Managing Director & CFO
2.	Harmeet Singh	Whole Time Director

Independent Directors

Sr. No.	Name of the Director/KMP	Date of Appointment	Date of Resignation
1.	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 20 (Twenty) 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:

10th April 2023; 12th April 2023 ; 17th April 2023; 20th April 2023; 25th April 2023; 29th April 2023; 9th May 2023; 12th May 2023; 23rd May 2023; 15th June 2023; 23rd June 2023; 13th July 2023 ; 24th July 2023; 1st August 2023; 21st August 2023; 13th October 2023; 3rd January 2024; 22nd February 2024; 4th March 2024; 5th March 2024

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

Name of Director	Date of Original	Date of Cessation	Number of Board Meetings	Number of Board
	Appointment		eligible to attend	Meetings attended
Rishabh Arora	06/04/2023	-	20	20
Gaurav Arora	06/04/2023	04/03/2024	18	18
Harmeet Singh	06/04/2023	-	20	20
Amit Singh Tomar	06/06/2023	30/05/2024	20	20
Mukta Ahuja	12/05/2023	30/05/2024	20	19
Vikas	04/03/2024	-	1	1

The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the

Act.

12. 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, 2024 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, 2024 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.

13. 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, 2024 under Section 92 (3) of the Companies Act, 2013, is hosted on the website of the Company at www.royalsense. in.

14. CORPORATE GOVERNANCE REPORT :

Our Company, Royal Sense Limited has listed its specified 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.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year 2023-24 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report as Annexure -II.

16. 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 Friday, 22nd March, 2024 at Corporate office of the Company (cum video conferencing) at First Floor, Plot No 57, Phase-II, Badli Industrial Area, Badli, North West Delhi -110042 to evaluate their performance.

17. 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.

18. 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.

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

The Company''s Policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178(3) of the Companies Act, 2013 can be accessed on the Company''s 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.

20. 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 Company''s 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.

21. 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.

22. HUMAN RESOURCES:

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

23. AUDITOR AND AUDITOR''S REPORT:

Statutory Auditor

In terms of provisions of Section 139 of the Companies Act, 2013, the Board of Directors of the Company at Board Meeting of the Company was held on 20th April, 2023 appointed M/s. Tattvam & Co., Chartered Accountant (Firm Registration No. 015048N) as First Statutory Auditors of the Company to hold the office till the ensuing First annual general meeting of the Company.

The Board of Directors of the company on the recommendation of Audit Committee of the Board, has proposed and recommend to the members of the company, for the appointment of M/s. C N D & Associates, Chartered Accountants (FRN: 302049E), who has given their consent and eligibility, as statutory auditors of the Company for period of five (5) years from the conclusion of 1st AGM until the conclusion of 6th AGM of the Company to conduct statutory audit for the FY from 2024-25 to 2028-29.

Secretarial Auditors

M/s Sumit Bajaj & Associates, Practicing Company Secretaries (M. No.: 45042 and COP.: 23948) as Secretarial Auditor on 30 th May, 2023 for the Financial Year 2023-2024.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2024, 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 2024-2025 on May 30, 2024 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.

24. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or Secretarial Auditors in their report.

25. 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 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

26. 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 arm''s 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 not required and hence, the same is not attached with this Report. 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

27. 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

During the Financial Year 2023-2024 under review, there were certain material events occurred which are mentioned below:

Initiate The Process of Raising of Funds Through Issuance of Equity Shares by Way of Initial Public Offer of Securities:

During the reporting period, the company has issued and allotted 14,50,000 equity shares of face value of Rs. 10 through initial public offer at the issue price of Rs. 68.00, inclusive of a premium of Rs. 58.00

28. 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.

29. 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.

30. 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, 2024. The Company will constitute CSR Committee, develop CSR Policy and implement the CSR initiatives whenever the same becomes applicable on the Company.

31. 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 Company''s 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 Company''s 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.

32. 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 management''s 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 management''s 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 Company''s 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.

33. COMMITTEES OF BOARD A) AUDIT COMMITTEE

The Audit Committee of the Board as on 31-03-2024 consist of three (3) Directors of the company i.e. Ms. Mukta Ahuja, Chairperson of Audit Committee, Mr. Amit Singh Tomar and Mr. Rishabh Arora, Directors of the Company as members of the Committee. Out of these Ms. Mukta Ahuja and Mr. Amit Singh Tomar, 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 auditor''s 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, 2023 TO 31ST MARCH, 2024

During the financial year 2023-2024 Four (4) Meetings of Audit Committee were held and attendance of Members at these meetings were as under:-

Date	Mukta	Amit Singh	Rishabh
	Ahuja	Tomar	Arora
8.07.2023	Present	Present	Present
1.08.2023	Present	Present	Present
14.11.2022	Present	Present	Present
03.01.2024	Present	Present	Present

34. 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 31-03-2024 consist of three (3) Directors of the company i.e. Ms. Mukta Ahuja, Chairperson of the committee, Mr. Amit Singh Tomar and Mr. Gaurav Arora, Directors of the Company as its members. The Committee has been authorized to look after following major functions:

1. 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 director''s 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. Toensurethat''

(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 Board''s Report to shareholders.

DETAILS OF COMPOSITION, NAMES OF MEMBERS, NO.

OF MEETINGS HELD AND ATTENDANCE OF NOMINATION

& REMUNERATION COMMITTEE DURING THE YEAR 1st

APRIL, 2023 TO 31st MARCH, 2024

During the financial year 2023-2024 One (1) meeting of

Nomination & Remuneration Committee were held and

attendance of Members at this meeting were as under :-

Date	Mukta	Amit Singh	Gaurav
	Ahuja	Tomar	Arora
4.03.2024	Present	Present	Present

35. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee''s 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 as on 31/03/2024 consist of three (3) Directors of the company, i.e. Ms. Mukta Ahuja, Chairperson of Committee, Mr. Amit Singh Tomar and Mr. Gaurav Arora Members of the Committee. Ms. Mukta Ahuja and Mr. Amit Singh Tomar are non-executive Independent Directors of the Company, whereas Mr.Gaurav Arora is the NonExecutive Director of the Company. The Committee has been authorized to review all matters connected with company''s securities and redressal of shareholders/ investors/securities holders complaints.

Date	Mukta	Amit Singh	Gaurav
	Ahuja	Tomar	Arora
3.01.2024	Present	Present	Present

36. 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 less than ten employees. Hence the company is not required to constitute Internal Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitions and Redressal) Act, 2013. Further no complaint

has been received by the company during the year under the said Act.

37. 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 noncompliances. 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

38. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Earnings - Nil Outgo - Nil

39. 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:

Sr. 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.
	Name Designation	% increase of remuner- Ratio of remuneration to ation in fiscal 2024 as median remuneration of compared to fiscal 2024 employee’s
	Rishabh Arora Managing Director	Nil 6.66
ii.	Harmeet Singh Whole Time Director	Nil 1.66
iii.	Vikas Director	Nil 0.80
iv.	Priyanka Bhutani Company Secretary	Nil 0.50
2.	The percentage increase in remuneration of each Director, Chief	Not applicable as this is the first year of its incorpora-
	Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.	tion
3.	The percentage increase in the median remuneration of employees	Not applicable as this is the first year of its incorpora-
	in the financial year.	tion.
4.	Average percentile increase already made in the salaries of	Not applicable as this is the first year of its incorpora-
	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.	tion.
5.	Affirmation that the remuneration is as per the remuneration policy	The Board of Directors of the Company affirmed that
	of the Company	remuneration of all the Directors and Key Managerial Personnel and other employees of the Company are as per the Remuneration Policy of the Company.
6.	The number of Permanent employees on the Pay Rolls of the	08

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

40. 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 2023-24. Hence the clause is not applicable to the Company.

41. 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.

42. LISTING FEES

The Listing Fees for the financial year 2023-24 has been paid by the Company to BSE Limited i.e. the Stock Exchange where shares of the Company are listed.

43. DISCLOSURE OF RELATIONSHIP BETWEEN DIRECTORINTER-SE

None of the Directors are related to each other.

44. 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).

45. 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:

During the reporting period, no such valuation has been conducted in the financial year.

46. STATEMENT ON OTHER COMPLIANCES

Your Director''s state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the reporting period:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;

c. Issue of shares (including sweat equity shares) to employees of the Company.

47. WEBSITE OF THE COMPANY:

Company maintains a website royalsense.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

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 Company''s 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: 23.09.2024

By order of the Board of Directors For Royal Sense Limited

Rishabh Arora Harmeet Singh

(Managing Director) (Whole-Time Director)

DIN:09745543 DIN: 10103440