Royal Sense Ltd

AGM details

• Date and time: 28 September 2026, 12:30 IST
• Mode: VC/OAVM
• Voting cut-off: 21 September 2026

Resolutions

• Ordinary: Adoption of standalone and consolidated financial statements for year ending 31 March 2026
• Ordinary: Re-appointment of Harmeet Singh (retiring by rotation)
• Special: MD appointment and remuneration
• Special: RPT limits with TTG Innovations Private Limited
• Special: RPT limits with Khaalsa Traders
• Special: Increase in authorised share capital and MOA amendment
• Special: ESOP scheme approval (RSL ESOP Scheme 2026)

Voting results

• Adoption of financial statements: Passed with 100% in favour
• Re-appointment of Harmeet Singh: Passed with 100% in favour
• MD appointment and remuneration: Passed with 100% in favour
• RPT with TTG Innovations: Passed with 100% in favour
• RPT with Khaalsa Traders: Passed with 100% in favour
• Increase in authorised capital and MOA amendment: Passed with 100% in favour
• ESOP Scheme 2026: Passed with 100% in favour (Special Resolution)

AGM Details

• 3rd AGM held on 28 September 2026 at 12:30 PM IST via video conferencing.
• Quorum present; meeting commenced; e-voting available before and during AGM.
• Meeting concluded at 12:41 PM; Scrutinizer appointed to oversee e-voting.

Key Resolutions

• Adoption of standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment of Harmeet Singh as director, retiring by rotation.
• Re-appointment of Rishabh Arora as Managing Director; remuneration to be fixed.
• Approval of material Related Party Transaction limits with TTG Innovations Private Limited.
• Approval of material Related Party Transaction limits with Khaalsa Traders.
• Increase authorised share capital and amend Memorandum of Association.
• Approval of Royal Sense Limited Employee Stock Option Plan 2026.

Voting Status

• Voting results not disclosed in the filing.

Material Related Party Transactions

• Material RPT limits approved with TTG Innovations Private Limited.
• Material RPT limits approved with Khaalsa Traders.

Director Changes

• Harmeet Singh to be re-appointed as Director (retiring by rotation).
• Rishabh Arora to be re-appointed as Managing Director; remuneration to be fixed.

Royal Sense Limited: Trading window closed from 01st October, 2026 till the completion of 48 hours after the declaration of the unaudited Standalone and Consolidated Financial Results for the half year ending on September 30, 2026

Pledge release details

• Release of pledge on 10,00,000 Royal Sense shares by promoter Rishabh Arora to Comfort Securities Limited.
• Promoter holding prior to release: 32,90,140 shares, 57.29%.
• Date of release: 17-09-2026.
• Shares pledged as security for financial assistance.
• Regulatory basis: Regulation 31(2) SEBI SAST disclosure.

Encumbrance Release

• Release of pledge on promoter shares of Royal Sense Limited on 17-09-2026.
• Encumbrance type: Pledge for security for financial assistance in favor of Comfort Securities Limited.
• Shares encumbered: 10,00,000 shares (18.69% of total share capital) encumbrance released.
• Promoter holding in the target: 32,90,140 shares (57.29% diluted).
• Promoter: Rishabh Arora; Post-release status: No encumbrance on promoter shares.
• Exchange listing: Shares listed on BSE Limited.

Appointments/Resignations

• Re-appoint MD Rishabh Arora for 3 years from 28 Sep 2026, subject to shareholders' approval.
• Appointed Mayuri Sinha as AGM Scrutinizer for e-voting, replacing Sumit Bajaj.

AGM Scheduling

• 3rd AGM scheduled for 28 September 2026.

Price movement clarification

• No undisclosed/price-sensitive information or impending corporate action requiring disclosure at this time.
• Price movements are market-driven; management has no knowledge or control over them.
• Company will continue to promptly inform exchanges of material events as per SEBI LODR.

Capital structure

• Increase in authorized share capital from ₹10 Cr to ₹20 Cr, subject to AGM approval.
• Debt-capital plan approved for up to ₹500 Cr in one or more issuances.

Fundraising governance

• Funds Management Committee constituted to evaluate mode, timing, structure, and intermediaries.
• Proceeds usage and approvals to be determined within board-approved limits.

Overseas branch feasibility

• Proposal approved to set up a branch outside India; feasibility studies authorized.

Asset acquisitions

• Approval to acquire assets up to ₹200 Cr; MD/CFO authorized to finalize agreements.

Regulatory and reporting

• Board's Report for FY ended 31 March 2026 approved.

Shareholder communications

• Notice for the 3rd AGM approved; AGM notice and Annual Report to be submitted to exchanges.

Governance and administration

• Sumit Bajaj appointed as Scrutinizer for remote voting and AGM.

Demat/remat status

• Details of dematerialisation/rematerialisation were furnished by the Registrar and Transfer Agent to stock exchanges.
• No dematerialisation/rematerialisation requests were received during the quarter.
• Regulation 74(5) not applicable; all holdings are in demat form.