23-OCT-2024- Inter-alia, approved the following: 1. Increase in Authorized Share Capital of the Company and consequent amendment in the capital clause of Memorandum of Association of the Company ? increase authorized share capital from existing Rs. 5,00,00,000/- (Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) Equity Shares of Rs. 10/- each to Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into 1,00,00,000 (One Crores) Equity Shares having face value of Rs. 10/- each each ranking pari-passu in all respect with the existing Shares of the Company subject to the approval of Members in the Annual General Meeting (?AGM?). 2. To issue, offer and allot, from time to time, in one or more tranches, to non-promoter group of persons as listed in Annexure - I (?Warrant Holders?/ ?Proposed Allottees?), for upto 4,50,000 (Four Lakh Fifty Thousand only) Convertible Equity Warrants (?Warrants?), each carrying a right exercisable by the warrants holder(s) to subscribe to one (1) equity share against each warrant at a price of Rs. 151/- per warrant (including the warrant subscription price and warrant exercise price) or such higher price as may be arrived in accordance with the applicable provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (?SEBI ICDR Regulations?) aggregating to Rs. 6,79,50,000/- (Rupees Six Crore Seventy Nine Lakhs Fifty Thousand only), on a preferential allotment basis (?Preferential Offer?) to the proposed allottees and such issuance will be in accordance with the provisions of Section 23, 42 and 62(1) of the Companies Act 2013, as amended, read with Companies (Prospectus and Allotment of Securities) Rules 2014, and Companies (Share Capital and Debentures) Rules 2014, as amended, ICDR Regulations, Listing Regulations and such other acts/ rules/ regulations as may be applicable and subject to necessary approval of the members of the Company at the ensuing AGM and other regulatory authorities, as may be applicable. 3. The Board has decided to re-consider in future for the preferential issue by way of share swap to the existing shareholders of TTG Innovations Private Limited. 4. The Board based on the recommendation of Nomination and Remuneration Committee, approved and recommended variation and amendments to the company?s ESOP schemes viz. Employee Stock Option Plan- ESOP 2024 subject to approval of shareholders to be obtained in the ensuing annual general meeting of the company. 5. Considered and approved the appointment of M/s. C N D & Associates (FRN: 030019N), Chartered Accountants (the "Firm"), as the Statutory Auditor of Royal Sense Limited (the "Company") for a period of Five consecutive years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of Annual General Meeting to be held in the year 2029 subject to approval of shareholders to be obtained in the ensuing annual general meeting of the company. 6. Considered and approved the draft of Board Report and its annexure and annual report for the year ended 31st March, 2024. 7. The Board has also approved convening of 1st Annual General Meeting of the Members of the Company on 23rd October 2024 through Video Conferencing / Other Audio Visual Means along with draft notice convening the meeting to be dispatched to the members for seeking their approval. 8. The Board approved the appointment of Scrutinizer Mr. Sumit Bajaj proprietor of M/s. Sumit Bajaj & Associates, Practising Company Secretaries (Membership No. 45042/ CoP No. 23948) for scrutinizing the E- voting to be conducted in the 1st Annual General Meeting of the Company.