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)

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:

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:

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):

Independent Directors:

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:

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:

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:

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.

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:

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