On behalf of the Board of Directors (‘the Board’), it is our pleasure to present the 34^th Annual Report of the
Company along with the Audited Financial Statements (standalone and consolidated) and Auditors Report for the
Financial Year ended March 31,2025 (“FY 2024-25”).

1. Key Financial Highlights (Standalone and Consolidated)

Financial highlights of the Company for Financial Year 2024-25 as compared to the preceding financial year,
on standalone and consolidated basis are given below.

2. State of Company’s affairs

The Audited Standalone and Consolidated Financial Statements of your Company for FY 2024-25 are
prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act’), Indian
Accounting Standards (‘Ind AS’) and the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended (‘SEBI Listing Regulations’).

In accordance with the provisions of Section 129(3) of the Act, the audited consolidated financial statements
are also provided in the Annual Report.

The revenue from operations on Standalone basis for FY 2024-25 stood at INR 166.32 lacs as against INR

153.31 lacs for FY 2023-24, whereas the company incurred a net loss for FY 2024-25 at INR 171.87 lacs as
against net loss of INR 89.24 lacs for FY 2023-24.

The revenue from operations on consolidated basis for FY 2024-25 stood at INR 197.59 lacs as against INR

153.31 lacs for FY 2023-24, whereas the company incurred a net loss for FY 2024-25 at INR 148.74 lacs as
against loss of INR 89.57 lacs for FY 2023-24.

The Company’s performance has been discussed in detail in the “Management Discussion and Analysis
Report” which forms a part of this Report.

3. Business Operations & Future Outlook/ Change in nature of business

The Company’s operations were in line with the earlier business of BSE NSE Membership commission.
During FY 2024-25, there was no change in the nature of the business of the Company. The Company is
proposing to change its object to the business of health and wellness products, subject to approval of the
shareholders of the Company.

4. Dividend

In view of the losses incurred, the Board doesn’t recommend any dividend for the FY 2024-25.

5. Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve.

6. Share Capital

A. Authorised Share Capital

During FY 2024-25, pursuant to the approval of the shareholders at their extra ordinary general meeting
held on 18^th March 2025, the Authorized Capital was increased from Rs. 5,00,00,000 (Rs. Five Crores)
to Rs. 10,00,00,000 (Rs. Ten Crores) consisting of 1,00,00,000 equity shares of Rs. 10 each.

B. Changes in Issued, Subscribed and Paid-up Share Capital

During the Financial Year 2024-25, the Issued, Subscribed, and Paid-up Equity Share Capital of the
Company stood at Rs. 3,60,00,000/- (Rupees Three Crores Sixty Lakhs only) divided into 36,00,000
equity shares of Rs. 10/- each.

Post completion of the FY 2024-25, the Board of Directors, pursuant to Preferential Issue under SEBI
(ICDR) Regulations, 2018

- Alloted 15,50,000 equity shares of face value of Rs. 10/- each to Non-Promoters

- Alloted 4,41,164 fully convertible warrants of face value of Rs. 10/- each to Promoters as well as
Non- Promoters

The allotments were made after the end of the financial year but before the date of the report.

7. Adequacy of Internal Financial Controls with Reference to the Financial Statements

The Board has adopted systems, policies and procedures for efficient conduct of business, operations,
safeguarding its assets and prevention of frauds. This ensures accuracy and completeness of accounting
records and its timely preparation.

8. Subsidiaries, Associates and Joint Ventures

Your Company has followings subsidiaries as on March 31,2025:

Your Board reviewed the affairs of subsidiary and there has been no material change in the nature of the
business of such subsidiary.

There are no associate companies or joint venture companies within the meaning of section 2(6) of the
Companies Act, 2013 (“Act”).

In accordance with the requirements of Section 129(3) of the Companies Act, 2013, the consolidated
financial statements of the Company and all its subsidiaries are prepared in accordance with the provisions
as specified in the Companies (Accounts) Rules, 2014, form part of the Annual Report. Further, a statement
containing the salient features of the financial statement of the Company’s subsidiaries in the prescribed
form AOC-1 is attached as “Annexure-I” to the Board’s Report. This statement also provides the details of
the performance and financial position of each subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements and related
information of the subsidiaries, where applicable, will be available for inspection upon request. These will
also be available on the Company’s website at https://relictechnologies.in/.

9. Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are
given in the notes to the financial statements. The Company is in compliance of applicable provision of
Section 186 of the Companies Act, 2013.

10. Corporate Governance and Additional Shareholders’ Information

The Company is exempted under Regulation 15(2)(a) of Chapter IV of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Hence, the Company is not required to comply with the
provisions of regulations 17, 17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and
(t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations,
2015.

Therefore, the Corporate Governance Report is not required to be annexed with this report.

11. Management Discussion and Analysis

A detailed Report on the Management Discussion and Analysis in terms of the provisions of Regulation
34 of the SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing
Regulation’), is provided as a separate chapter in the Annual Report.

12. Board of Directors and Key Management Personnel
Appointment/ Re-appointment of Directors

During FY 2024-25, the following changes took place in the Board composition:

> Based on the recommendation of Nomination and Remuneration Committee (“NRC”), and in terms of
the provisions of the Act, the Board of Directors appointed Mr. Kunal Narendra Gandhi (DIN: 01516156)
as an Additional Director (Non-Executive Non-Independent Director), in terms of Section 161 of the
Act with effect from 12^th February 2025. Further, in accordance with the provisions of Section 149
read with rules made thereunder and applicable SEBI Listing Regulations, Mr. Gandhi was appointed
as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation by the
shareholders of the Company at their Extra Ordinary General Meeting held on 18^th March, 2025.

> Based on the recommendation of NRC and in terms of the provisions of the Act, the Board of Directors
appointed Ms. Dhara Pratik Shah (07530998) as an Additional Director (Non-Executive, Independent
Director), in terms of Section 161 of the Act with effect from 12^th February, 2025. Further, in accordance
with the provisions of Section 149 read with Schedule IV to the Act and applicable SEBI Listing
Regulations, Ms. Shah was appointed as a Non-Executive, Independent Director of the Company,
not liable to retire by rotation, for a term of five years commencing from 12^th February 2025 to 12^th
February 2030 by the shareholders of the Company at their Extra Ordinary General Meeting held on
18^th March, 2025.

> Ms. Niti Raval resigned as the Whole Time Director as well as Chief Financial Officer of the Company
w.e.f. 12^th February 2025.

> Mr. Hemant Choksey, Mr. Uday Raval and Mr. Rakeshkumar Raval resigned as a Director of the
Company w.e.f. 12^th February 2025.

> Ms. Nehal Mishra was appointed as the Company Secretary and Compliance Officer w.e.f. 1^st
September 2024, upon the resignation of Ms. Sonalben G. Kanabar w.e.f. 31^st August 2024.

> The Board places on record its appreciation for Ms. Niti Raval, Mr. Hemant Choksey, Mr. Uday Raval,
Mr. Rakeshkumar Raval and Ms. Sonalben G. Kanabar for their valuable contributions provided to
the Company.

> Mr. Baijoo Raval (DIN: 00429398), retires by rotation at the ensuing AGM and being eligible, has
offered himself for re-appointment. The Board recommends his re-appointment. A resolution seeking
Shareholders’ approval for his re-appointment along with other required details forms part of the Notice.

After the end of the Financial Year -

> Ms. Nehal Mishra ceased to be the Company Secretary and Compliance Officer of the Company w.e.f.
5^th May 2025.

> Mr. Baijoo Raval (DIN: 00429398) was appointed as Chief Financial Officer of the Company w.e.f. 10^th
May 2025.

Mr. Karthik Iyer (DIN: 08216928) was appointed as Additional Director of the Company and subsequently
was appointed as the Executive Director of the Company with effect from 27^th May, 2025, subject to approval
of the Members at the ensuing Annual General Meeting.

13. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming that they meet with
the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. There has been no change in the circumstances affecting their status as Independent
Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions
specified under the Act and the SEBI Listing Regulations and are Independent of the management.

14. Board Meetings:

During the Financial year 2024-25, Six (6) meetings of Board of Directors were held. The intervening gap
between two consecutive meetings was within the period prescribed under the Companies Act 2013 and
Secretarial Standards on Board Meetings as amended from time to time. The Board Meetings were held on
30/05/2024, 14/08/2024, 30/08/2024, 14/11/2024, 20/01/2025 and 12/02/2025. Details of meetings of the
Board are given below:

15. Performance Evaluation

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has
adopted a Policy and criteria for evaluation of the Board, its Committees and Individual Directors. The
performance of the Board and its Committees were evaluated after seeking inputs from all the Directors on
the basis of criteria such as the composition and meetings, role & responsibilities and overall effectiveness
of the Board & Committees. Evaluation of the performance of all Individual Directors (including Independent
Directors and Chairperson) was also done during the year.

Pursuant to Schedule IV of the Act, the Independent Directors met on 12^th February 2025, without the
presence of Non-Independent Directors.

16. Remuneration Policy and Criteria for Appointment of Directors

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the
Nomination and Remuneration Committee and the criteria for evaluation of the Board and compensation
of the Directors and senior management. Further the assessment and appointment of members to the
Board is based on a combination of criterion that includes ethics, personal and professional stature, domain
expertise and specific qualification required for the position. The potential Independent Board member is
also assessed on the basis of independence criteria defined in Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI Listing Regulations.

In accordance with Section 178(3) of the Companies Act, 2013 and on recommendation of the Nomination
and Remuneration Committee, the Board has adopted a policy including criteria for determining the
qualification, positive attributes, independence and other matters for appointment and remuneration of
Directors, Key Management Personnel and Senior Managerial Personnel. The said Policy is uploaded on
the website of your Company at https://relictechnologies.in/ and is followed for respective appointment(s).

The remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration
Policy of the Company.

17. Board Committees

In compliance with the Statutory requirements, the Company has constituted committees namely Audit
Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

A. Audit Committee u/s 177 of the Act

The Audit Committee as on March 31,2025 comprises of Ms. Dhara Shah as the Chairperson and Mr.
Mukesh Desai, Mr. Kunal Gandhi as Members.

During the year under review, all recommendations made by the Audit Committee have been accepted
by the Board. During the year, 4 meetings of the Committee were held.

B. Nomination and Remuneration Committee u/s 178 of the Act

The Nomination and Remuneration Committee as on March 31,2025 comprises of Ms. Dhara Shah
as the Chairperson and Mr. Mukesh Desai, Mr. Kunal Gandhi as Members. The Nomination and
Remuneration Committee has adopted a remuneration policy as required under Section 178 of the Act.
During the year, 2 meetings of the Committee were held.

The Remuneration Policy has been placed on the website of the Company and can be accessed
through the following link - https://relictechnologies.in/

The salient features of the policy are as follows:

a) Nomination and Remuneration Committee (‘NRC’) identifies various traits of a person for
appointment as Director/ KMP and recommends appointment to the Board.

b) Remuneration to Directors is decided by the Board on the basis of recommendations of the NRC.

c) Remuneration for Senior Management is decided on various industry parameters and performance
matrix.

During the year, all recommendations made by the committee were approved by the Board.

C. Stakeholders Relationship Committee u/s 178 of the Act

The Stakeholders Relationship Committee as on March 31st, 2025 comprises of Ms. Dhara Shah as
the Chairperson and Mr. Mukesh Desai, Mr. Baijoo Raval as Members. During the year, 4 meetings of
the Committee were held.

18. Risk Management

The Company has developed and implemented the risk management policy for the company.

The Company has established a robust risk management framework under the provisions of Companies Act,
2013. Under this framework, risks are identified across all business process of the Company on continuous
basis. Once identified, they are managed systematically by categorizing them. It has been identified as one
of the key enablers to achieve the Company’s objectives.

19. Directors’ Responsibility Statement

In terms of Section 134(5) of the Companies Act, 2013, your Directors state that:

1. in the preparation of the annual accounts for the FY 2024-25, the applicable accounting standards had
been followed along with proper explanation relating to material departures, if any;

2. the directors have selected such accounting policies and applied them consistently and 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 for the financial year ended March 31,2025, and of the loss of the Company for that
period;

3. the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. the directors have prepared the annual accounts on a going concern basis;

5. the directors have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively; and

6. the directors, had laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively;

20. Related Party Transactions

Your Company has formulated a Policy on Related Party Transactions in accordance with the provisions of
Sections 177 and 188 of the Act and Rules made thereunder and the same is available on the website of
your Company at https://relictechnologies.in/

None of the contract or arrangement or transaction with any of the Related Parties was in conflict with the
interest of your Company. Since all the transactions with related parties during the year were on arm’s
length basis and in the ordinary course of business, hence, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company for FY 2024¬
25.

Details of related party transactions entered into by your Company, in terms of Ind AS-24 have been
disclosed in the Note 30 of the standalone and Note 37 of the consolidated financial statements, respectively,
forming part of this Report.

21. Vigil Mechanism/ Whistle Blower Policy

The Company has Whistle-Blower Policy (Whistle-Blower/ Vigil Mechanism) to report concerns. Under this
policy, provisions have been made to safeguard persons who use this mechanism from victimization.

The policy also provides access to the chairperson of the Audit Committee under certain circumstances.
The said Policy is also available on the Company’s website https://relictechnologies.in/

22. Auditors

A. Statutory Auditors

M/s. Uday Pasad & Associates, Chartered Accountants, Mumbai (Membership No. 046581) tendered
their resignation to discontinue as the Statutory Auditor of the Company for the remaining term of their
period. Hence, in order to fill up the casual vacancy, the Company has appointed M/s. D. Kothary
& Co., Chartered Accountants, Mumbai (Firm Registration No.: 105335W) in the Board Meeting
convened on 26^th July 2025.

The appointment of M/s. D. Kothary & Co., Chartered Accountants (Firm Registration No.: 105335W),
Mumbai, is to be confirmed by the members in the ensuing Annual General Meeting, Further, their
appointment shall be for a period of 5 (Five) years commencing from the conclusion of 34^th AGM till
the conclusion of the 39^th AGM to be held in the financial year 2030-31, subject to the approval of
members in the ensuing Annual General Meeting. As required under Section 139 of the Companies
Act, 2013, the Company has received a written consent from M/s. D. Kothary & Co., Chartered
Accountants, Mumbai, for such appointment and also a certificate to the effect that their appointment,
if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made
thereunder.

The report of the Statutory Auditors forms part of the Annual Report for FY 2024-25. The said report
does not contain any qualification, reservation, adverse remark or disclaimer.

B. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration
of Managerial Personnel) Rules, 2014, M/s. VKM & Associates, Practicing Company Secretaries
(Membership No. F5023, Certificate of Practice 4279) were appointed to conduct the Secretarial Audit
of the Company for Financial Year 2024-2025. The Secretarial Audit Report for FY 2024-25 is attached
as “Annexure-II”.

23. Board’s Response on Auditors Qualification, Reservation or Adverse Remark

• There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, in their
Report for the financial year ended March 31,2025. The Report is enclosed with financial statements
in this Annual Report.

• There are no qualifications, reservations or adverse remarks made by the Secretarial Auditors, in their
Report for the financial year ended March 31, 2025, contains below mentioned remarks on which
management response are as under:

1) The Company had repaid the loan but satisfaction of charges not updated on MCA website/
records.

Management Response - The said charge pertains to a very old charge which has been duly
satisfied and was intimated to the Registrar of Companies but the portal has not updated the
same.

2) On a Ministry of Corporate Affair site (www.mca.gov.in) prosecution details is showing against
officer of Relic Technologies Limited under prosecution section 383A(IA), 629A, 299(4) of
companies act 1956 under The Additional Chief Metropolitan Magistrate, 37^th court, Esplanade,
Mumbai.

Management Response - There is no prosecution case pending against the Company or its
promoters and the MCA portal has not been updated in this regard.

3) The Company had paid fine/penalty of Rs.2,31,280/- towards a. Late submission of SOP-
Reg-27(2)-quarterly Corporate Governance Report for quarter ended 31st March, 2014 by Rs.
36,580/- and b. Reg 33 for submission of quarterly results for quarter ended 30th June 2019 by
Rs.1,94,700/-

Management Response - the Company upon knowledge of the old SOP fines, has promptly paid
the same to the Stock Exchange.

24. Reporting of Frauds

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor
the Secretarial Auditor has reported any incident of fraud during the year under review.

25. Significant and Material Orders Passed by the Courts/Regulators

During FY 2024-25, there were no significant and/or material orders, passed by any Court or Regulator or
Tribunal, which may impact the going concern status or the Company’s operations in future.

26. Corporate Social Responsibility

Based on the applicable provisions, Corporate Social Responsibility under Section 135 is not applicable to
the Company during FY 2024-25.

Therefore, there is no requirement of providing Annual Report on CSR activities, in terms of Section 13 of
the Act and the Rules framed thereunder.

27. Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on
prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH’) and
the rules made there under for prevention and redressal of complaints of sexual harassment at workplace.

All women associate (permanent, temporary, contractual and trainees) as well as any women visiting the
Company’s office premises or women service providers are covered under this Policy.

All employees are treated with dignity with a view to maintain a work environment free of sexual harassment
whether physical, verbal or psychological.

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee
(ICC) under the Prevention of Sexual Harassment Act to redress complaints received regarding sexual
harassment. During FY 2024-25, there were no complaints received under POSH.

28. Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meeting of Board
of Directors’ and ‘General Meetings’ respectively have been duly complied by the Company.

29. Particulars of Employees

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act, read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are attached as Annexure III forming part of this Report.

In terms of Section 197(12) of the Act, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, there were no employees drawing remuneration in
excess of limits set out in said rules.

30. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange
Earnings and Outgo

(A) CONSERVATION OF ENERGY-

(B) TECHNOLOGY ABSORPTION-

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO-

During the year under review, total Foreign Exchange Earnings and Outgo on actual inflow and outflow
basis, is as under: NIL

(Rs. In lakhs)

31. Copy of Annual Return

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company will place a copy
of the Annual Return as of March 31,2025, on its website at https://relictechnologies.in/

32. DISCLOSURES

Your Directors state that for the Financial Year 2024-25, no disclosures are required in respect of the following
items and accordingly affirm as under:

• Details relating to deposits covered under Chapter V of the Act;

• Material changes and commitments affecting the financial position of the Company between the end of
the financial year and the date of this report.

• The provisions relating to maintenance of cost records under sub section (1) of Section 148 of the
Companies Act, 2013 are not applicable on the Company during the financial year.

• No amount or Shares were required to be transferred to the Investor Education and Protection Fund
under the provisions of the Act.

• Your Company has not issued shares with differential voting rights and sweat equity shares during the
year under review.

• Your Company has no Employee Stock Option Plan.

• No Buyback of shares was undertaken by the Company during FY 2024-25.

• There were no instances where your Company required the valuation for one-time settlement or while
taking the loan from the Banks or Financial Institutions.

• No petition/application has been admitted against the Company, under Insolvency and Bankruptcy
Code, 2016, by the National Company Law Tribunal.

• As on 31^st March 2025, Neither the Managing Director nor the Whole-time Director of the Company
receives any remuneration or commission from any of its subsidiaries.

• The Company has software for maintaining its books of account and has a feature of recording audit
trail for each transaction with audit log.

33. Acknowledgement

We thank our customers, vendors, investors, bankers, employees, for their continued support during the year.
We place on record our appreciation for the contribution made by our employees at all levels. Our growth
was made possible by their hard work, co-operation and support. We further place on record their sincere
appreciation for the assistance and co-operation received from Financial Institutions, Banks, Government
Authorities and Business Partners.

For and on behalf of the Board of Directors of
Relic Technologies Limited

Kunal Gandhi Baijoo Raval

Non- Executive Director Whole-Time Director & CFO

DIN:01516156 DIN:00429398

Registered Office Address:

J-Block Bhangwadi Shopping Centre
Kalbadevi Road, Mumbai- 400002

Place: Mumbai
Date: May 27, 2025