Directors Report of Relic Technologies Ltd.

Mar 31, 2025

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.

Particulars	Consolidated		Standalone
	For the financial year ended 31/03/2025	For the financial year ended 31/03/2024	For the financial year ended 31/03/2025	For the financial year ended 31/03/2024
Net Sales /Income from Business Operations	197.59	153.31	166.32	153.31
Other Income	6.92	11.12	10.03	11.12
Total Income	204.51	164.43	176.35	164.43
Profit / (loss) after depreciation and Interest	(147.00)	(89.00)	(170.13)	(88.67)
Exceptional Item	0.00	0.00	0.00	0.00
Less: Current Income Tax	0.00	0.00	0.00	0.00
Less: Previous year adjustment of Income Tax	0.00	1.99	0.00	1.99
Less: Deferred Tax	1.74	(142)	1.74	(142)
Net Profit after Tax	(148.74)	(89.57)	(171.87)	(89.24)
Total Comprehensive Income	(151.05)	(87.37)	(174.18)	(87.03)
Net Profit after dividend and Tax	(148.74)	(89.57)	(171.87)	(89.24)
Earnings per share (Basic) in Rs. Actual	(4.13)	(2.49)	(4.77)	(2.48)
Earnings per Share (Diluted) in Rs.Actual	(4.13)	(2.49)	(4.77)	(2.48)

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:

Sr. No.	Name of the Subsidiary Companies	Percentage holding (in %)
1.	Relic Pharma Limited	99.93%
2.	Truhealthy Wellness Private Limited (from March 2025)	69.50%

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:

S. No.	Name of Directors	No. of Meetings
		Entitled to attend	Attended
1	Baijoo Raval	6	6
2	Hemant Choksey	6	6
3	Niti Raval	6	6
4	Rakesh Raval	6	5
5	Uday Raval	6	2
6	Mukesh Desai	6	2
7	Kunal Gandhi	0	0
8	Dhara Shah	0	0

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-

a.	The steps taken or conservation of energy;	impact on	The Company is engaged in of finance, leasing, hire purchase, in any field of capital market, money and finance market, investment market in any
b.	The steps taken by the company for utilising alternate sources of energy;		industrial, commercial and governmental enterprises and consumer fields and others by any methods, systems, modes, means etc., which requires very
c.	The capital investment conservation equipments;	on energy	minimum amount of energy. However, the Company has taken measures to reduce energy consumption, wherever possible.

(B) TECHNOLOGY ABSORPTION-

(a)	The efforts made towards technology absorption	No new technology has been absorbed during the financial year.
(b)	The benefits derived like product improvement, cost reduction, product development or import substitution.	N.A.
(c)	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- i. the details of technology imported ii. the year of import iii. whether the technology been fully absorbed iv. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	No new technology has been imported during the last three years.
(d)	The expenditure incurred on Research and Development.	NIL

(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)

Particulars	FY 2025	FY 2024
Foreign Exchange Earning	-	-
Expenditure in Foreign Exchange	-	-

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

---

Mar 31, 2024

Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the
Company and the accounts for the Financial Year ended March 31, 2024

1. FINANCIAL RESULTS:

Your Company''s performance during the Financial Year 2023-24 is summarized below:

PARTICULARS	STANDALONE in lacs		CONSOLIDATED in lacs
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Revenue from operations	153.31	145 44	153.31	145.44
Revenue from Other Income	11.12	11.17	11.12	11.17
Total Income	164.43	156.61	156.61	156.61
Profit/(loss) before Financial Expenses, Preliminary expenses, Depreciation and Taxation	47.70	46.22	47.70	46.20
Less: Financial expenses	2.28	0.02	2.28	0.03
Operating profit/(loss) before Preliminary expenses, Depreciation & Taxation	46.20	46.20	46.17	46.17
Less: Depreciation & Preliminary expenses written off	18.31	12.64	18.31	12.64
Profit before Taxation	(88.67)	33.56	(89.00)	33.53
Less: Provision forTaxation
Current Tax	—	9.12	—	9.11
Short/(Excess)tax provision for earlieryears	1.99	2.86	1.99	2.86
Deferred Tax	1.42	1.28	1.42	1.28
Other Comprehensive Income	2.20	-3.61	2.20	-3.65
Profit after Taxation	(87.03)	19.25	(87.37)	19.19

2. Review of Operations:

The performance of the company during the year was satisfactory. The company during the year has
posted a Turnover of Rs.164.43/- lacs as against Rs.156.61/- lacs during the previous year.

3. Dividend:

Your directors propose not to declare dividend in financial year 2023-2024 to keep profit for future
business opportunities your directors do not recommend any dividend for the Financial Year 2023-24.

4. Share Capital:

There was no change in Share Capital of the Company during the Financial Year 2023-24.

5. Brief description of the Company''s working during the vear/State of Company''s affair

There is No other Division of the Company. Company is member of National Stock Exchange and
Company has institutional clients. Company is implementing the policy of minimizing the cost and to
make profit. This year Company has Net Loss after Tax of Rs 87.03/-lacs.

6. Transfer to Reserves

The Board proposes not to carry any amount to special reserves. However, surplus will be carried
forward to Balance Sheet

7. Subsidiary Company

The Company has one subsidiary as on 31st March, 2024. There are no associate companies or joint
venture companies within the meaning of section 2(6) of the Companies Act, 2013 (“Act”). There has
been no material change in the nature of the business of the subsidiaries.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the
financial statements of the Company''s subsidiary in Form AOC-1 is attached to the financial
statements of the Company.

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open
for inspection at the registered office of the Company. The Company will also make available copy
thereof upon specific request by any Member of the Company interested in obtaining the same.
Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of
India, Consolidated Financial Statements presented by the Company in this Annual Report include
the financial information of its subsidiary.

8. Directors'' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their
knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been
followed and there are no material departures;

b. they 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 at the end of the financial year and of the profit of the
Company for that period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such internal
financial controls are adequate and operating effectively;

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

Based on the framework of internal financial controls and compliance systems established and
maintained by the company, work performed by the internal statutory and secretarial auditors
and the reviews performed by Management and the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company''s internal financial controls were
adequate and effective during the financial year 2023-24.

9. Directors and kev managerial personnel

During the year, there is no change in the Directors and key managerial personnel.

10. Number of meetings of the board

Four meetings of the board were held during the year. For details of the meetings of the board,
please refer to the corporate governance report, which forms part of this report.

11. Board evaluation

The board of directors has carried out an annual evaluation of its own performance, board
committees and individual directors pursuant to the provisions of the Act and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations¹'').

The performance of the Board was evaluated by the board after seeking inputs from all the directors
basis of the criteria such as the Board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness
of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the
board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the
Board has carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Remuneration Committees. The
manner in which the evaluation has been carried out has been explained in the Corporate
Governance Report.

12. Policy on directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in
section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of
this report.

13. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the management
discussion & analysis, which forms part of this report.

14. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance
Report, which forms part of this report.

15. Auditors

M/s. Uday Pasad & Associates, Chartered Accountants (Mem No:046581), Mumbai, appointed as
Statutory Auditors for a period of 5 year from the conclusion of 33rd Annual General Meeting till the
conclusion of 38th Annual General Meeting at remuneration to be decided by the Board

16. Auditors'' Report

The Auditors'' Report does not contain any qualification. Notes to Accounts and Auditors remarks in
their report are self-explanatory and do not call for any further comments.

17. Secretarial Auditors'' Report

In terms of Section 204 of the Act and Rules made there under, M/s. VKM & Associates, Practicing
Company Secretary have been appointed Secretarial Auditors of the Company. Report of the
secretarial auditor is given as an annexure which forms part of this report.

In the matter of qualification Board explanation is as under:

1. Company will approach Bank for NOC. Then Company will file required form with appropriate
authority

2. Court cases dismissed by court and now pending for ROC update.

18. Risk management

Risk Management is the process of identification, assessment and prioritization of of risk followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. Your Company is not applicable to
form Risk management committee.

19. Particulars of loans, guarantees and investments

Details of I nans^-

Sr. No.	Date of making loan	Details of Borrower	Amount	Purpose for which the loan is to be utilized by the recipient	Time period for which it is given	Date of BR	Date of SR (in reqd.)	Rate of Interest	Security
No loans were made by the Company during the Year

Details of Investments:

Sr. No.	Date of investment	Details of Invest	Amount	Purpose for which the proceeds from investment is proposed to be utilized by the recipient	Date of BR	Date of SR (in reqd.)	Expected rate of return
No Investments were made by the Company during the Year

Details of Guarantee / Security Provided:

Sr. No.	Date of providing security/ guarantee	Details of recipient	Amount	Purpose for which the sexurity / guarantee is proposed to be utilized by the recipient	Date of BR	Date of SR (in reqd.)	Commission
	During the year the company has not provided any guarantee or security

20. Transactions with related parties

The Company has transacted contracts or arrangement with related parties(Relic Pharma Limited)
during the financial year 2023-24.

21. Corporate social responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014
shall be made. NOT APPLICABLE

22. Particulars of Employees

There was no employee whose remuneration was in excess of the limits prescribed under section
134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies
(Appointment & Remuneration of Managerial Personnel) Rules, 2014

23. Remuneration Policy

The Board has, on the recommendation of the Remuneration Committee framed a policy for selection
and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy
is stated in the Corporate Governance Report.

24. Deposits from public

The Company has not accepted any deposits from public and as such, no amount on account of
principal or interest on deposits from public was outstanding as on the date of the balance sheet.

25. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

Being a share broking company and not involved in any industrial or manufacturing activities, the
Company''s activities involve very low energy consumption and has no particulars to report regarding
conversion of energy and technology absorption. However, efforts are made to further reduce energy
consumption.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo
are as follows:

(a) Conservation of energy: Not Applicable

(i)	the steps taken or impact on conservation of energy	-
(ii)	the steps taken by the company for utilizing alternate sources of energy	-
(iii)	the capital investment on energy conservation equipment''s

(b) Technology absorption: Not Applicable

(i) the efforts made towards technology absorption	-
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution	_
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	-
(a) the details of technology imported	-
(b) the year of import;	-
(c) whether the technology been fully absorbed	-
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-

(c) Foreign exchange earnings and Outgo

Foreign Exchange earnings: Nil
Out go: Nil

26. Human resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing
basis. A number of programs that provide focused people attention are currently underway.

Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

27. Transfer of Amounts to Investor Education and Protection:

The Company did not have any funds lying unpaid or unclaimed for a period of seven years.
Therefore, there were no funds which were required to be transferred to Investor Education and
Protection Fund (IEPF).

28. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2023-2024 to and BSE
where the Company''s Shares are listed.

29. Details of significant and material orders passed bv the regulators courts or tribunals
impacting the going concern status and company''s operations in future:

The Company has not received any significant/material orders from the statutory regulatory
bodies/courts/tribunals which affect the operations/status of the Company.

30. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

There has an Internal Audit Chartered Accountant specifying mission, scope of work, independence,
accountability and authority of Internal Audit Department.

31. Corporate Governance Certificate

The Company is having Paid-up share Capital of the Company Rs.3,60,00,000/- and Reserves Rs.
1,99,28,000/- as on 31.03.2024 and it is below paid-up capital of Rs. 10 Cr and Net worth below
Rs.25 Cr.

Hence as per SEBI Circular No.CIR/CFD/POLICY CELL/7/2014 dated 15" Sept, 2014, compliance
of Corporate Governance and ASCR is not applicable to the Company under SEBI (LODR)
Regulations, 2015

32. Management Discussion and Analysis:

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st
March, 2024. Attached herewith

33. Details in respect of adequacy of internal financial controls with reference to the Financial
Statements.

There has an Internal Audit Chartered Accountant specifying mission, scope of work, independence,
accountability and authority of Internal Audit Department.

34. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention.
Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th
December, 2013. Under the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work place of any women
employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has
set up Committee for implementation of said policy. During the year Company has not received any
complaint of harassment.

35. Acknowledgement:

The directors thank the Company''s employees, customers, vendors, and investors for their
continuous support. The directors appreciate and value the contributions made by every member of
the Relic Technologies Ltd. family.

For and on behalf of the Board of Directors
RELIC TECHNOLOGIES LIMITED

BAIJOO M RAVAL NITI BAIJOO RAVAL

WHOLE TIME DIRECTOR EXECUTIVE DIRECTOR & CFO

(DIN No. 00429398) (DIN No.06895548)

Place: Mumbai
Date: 30th May, 2024

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Rs. in lacs

Particulars" 2014-2015 2013-14

Gross Income 95.38 75.01

Profit Before Interest and 27.14 29.88

Depreciation

Finance Charges - -

Gross Profit 27.14 29.88

Provision for Depreciation 13.57 9.77

Net Profit Before Tax 13.57 20.11

Provision for Tax 9.33 -1.67

Net Profit After Tax 4.24 -3.24

Balance of Profit brought forward 30.86 34.10

from previous year

Balance available for appropriation 4.24 -3.24

Proposed Dividend on Equity 0 0

Shares

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 35.10 30.86

2. Brief description of the Company's working during the vear/State of Company's affair

There is No other Division of the Company. Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has Net Profit of Rs 4.24 lacs.

3. Change in the nature of business

There is no change in nature of business.

4. Dividend

No Dividend is recommended during this year as there is insufficient profit.

5. Reserves

Board proposes not to carry any reserves.

6. Share Capital

ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any shares during the financial year 2014-2015.

ISSUE OF SWEAT EQUITY SHARE

The Company has not issued any shares during the financial year 2014-2015.

7. Directors and Key Managerial Personnel

Mr. Mukesh Jugaldas Desai and Mrs. Niti Baiioo Raval, Directors retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment.

During the year, Mrs. Niti Baijoo Raval, have been appointed as a CFO. Shri S S Upadhyaya Director expired.

8. Particulars of Employees

There was no employee whose remuneration was in excess of the limits prescribed under section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

9. Meetings

The following Meetings of the Board of Directors were held during the Financial Year 2014-15:

S Date of Meeting Board Strength No. of Directors N Present

1 30th April 2014 4 2

2 29th May, 2014 4 2

3 24th June 2014 5 2

4 28th July 2014 5 2

5 5th November 2014 5 2

6 5th February 2015 5 2

The following Meetings of the Audit Committee were held during the Financial Year 2014-15:

S Date of Meeting Board Strength No. of Directors N Present

1 29th May, 2014 2 2

2 28th July 2014 2 2

3 5th November 2014 2 2

4 5th February 2015 2 2

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year six Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure VI.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy

The Board has, on the recommendation of the Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Shri Baijoo Raval's annual salary Rs. 4,20,000/-(Rupees four lakhs twenty thousand only)

Mrs. Niti Baijoo Raval's annual salary Rs. 2,40,000/-(Rupees two lakhs forty thousand only)

B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Mrs. Niti Raval have been appointed as CFO of the Company

C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report. --- Not Applicable-----

D) The following disclosures shall be mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: —

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors; No other directors are paid any commission

(ii) Details of fixed component and performance linked incentives along with the performance criteria; No incentives are paid

(iii) Service contracts, notice period, severance fees; Not Applicable

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. Not applicable

13. Details of Subsidiary

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as Annexure-V [Performance and financial position of subsidiary included in the consolidated financial statement]

Further, the Annual Accounts and related documents of the subsidiary company shall be kept open for inspection at the Registered office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiary.

14. Auditors:

The Auditors, M/s S. K. Bajaj & Associates, Chartered Accountants, Mumbai, (Firm Registration No. 110817) retire at the ensuing Annual General Meeting and, being eligible; offer themselves for reappointment for a period of five years from the conclusion of this Annual General Meeting till the conclusion of 2018-2019 Annual General Meeting.

15.Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16.Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. VKM & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure VII to this report. The report is self-explanatory and do not call for any further comments.

In response to Company Secretary remarks in Secretarial Report for the year ended 31st March 2015, we have to inform the members as under:

1 We are in the process of appointing Internal Auditor as per Companies Act 2013 in current year

2 We have appointed Company Secretary

3 We are in process of depositing Provident fund amount.

4 we are pursuing the matter in all the cases

5 From this year we will advertise the results in the prescribed news papers.

17.Internal Audit & Controls

The Company is in process of appointing Internal Auditor 18.Issue of employee stock options

The Company did not issue employee stock options this year.

The Board of directors, shall, inter alia, disclose in the Directors' Report for the year, the details as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Particulars

Approval NA

Options granted NA

Options vested NA

Options exercised NA

Total number of shares arising out of exercise NA of options

Options forfeited/lapsed/cancelled NA

Variations of terms of options NA

Money realized by exercise of options NA

Total number of options in force NA

Notes: -

1. Details of options granted during the fiscal 2012 to: 2015

Particulars

(a) Directors and key managerial personnel Nil

2 ----

3. ----

(b) Any other employee who received a grant in any one Nil year of options amounting to 5% or more of the options granted during the year (includes employees and group company employees)

(c) Identified employees who are granted options, Nil during any one year equal to exceeding 1% of the issued capital (excluding outstanding warrants and ml conversions) of the Company at the time of grant

19. Viail Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

20. Risk management policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and Clause 49 of the Listing Agreement. It establishes various levels of risks with its varying levels of probability, the likely impact on the business and its mitigation measures.

The Internal Audit facilitates the execution of Practices in the Company, in the areas of risk identification, assessment, monitoring, mitigation and reporting. Asset Liability and Risk Management Committee oversees the Risk Management and reports to the Audit Committee as well as to the Board of Directors about risk assessment and management procedures and its status from time to time.

21. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORK PLACE :

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provide protection to employees at the work place and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The Company has also constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment Committee, to inquire into complaints of sexual harassment and recommend appropriate action. The Company has not received any complaint of sexual harassment during the financial year 2014-2015.

22. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

23. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

There are no such changes or commitments occurred, affecting the financial position of the Company between the end of the financial year (i.e. 31.03.2015) and the date of this report.

24. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future

The Company has not received any significant/material orders from the statutory regulatory bodies/courts/tribunals which affect the operations/status of the Company.

25. Details in respect of adequacy of internal financial controls with reference to the Financial Statements.

The has an Internal Audit Charter specifying mission, scope of work, independence, accountability and authority of Internal Audit Department.

26. Deposits:

The Company has not accepted any public deposits during the financial year 2014-2015.

The details relating to deposits, covered under Chapter V of the Act,-

(a) accepted during the year; NA

(b) remained unpaid or unclaimed as at the end of the year; NA

(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- NA

(I) at the beginning of the year; NA

(ii) maximum during the year; NA

(iii) at the end of the year; NA

The details of deposits which are not in compliance with the requirements of Chapter V of the Act; NA

27. Particulars of loans, guarantees or investments under section 186 Details of Loans:

SL Date of Details of Amount Purpose for Time Date No making Borrower which the period of BR loan loan is to for be utilized which by the it is recipient given

SL Date of Rate of Security No SR (if Interest reqd.)

No loans were made by the Company during the Year Details of Investments:-

SL Date of Details of Amount Purpose for which the No investment proceeds from investment is proposed to be utilized by the recipient

SL Date of BR Date of SR (if reqd) Expected rate of return No

No Investments were made by the Company during the Year Details of Guarantee / Security Provided:

SL Date of Details Amount Purpose for No providing of which the security/guarant recipient security/guarant ee ee is proposed to be utilized by the recipient

SL Date of Date of Commission No BR SR (if any)

During the year the company has not provided any guarantee or security

28. Particulars of contracts or arrangements with related parties:

The Company has not transacted any contracts or arrangement with related parties during the financial year 2014-15. Therefore there is NO Related Party Transaction during the year.

29. Corporate Governance Certificate

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

30. Management Discussion And Analysis

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015. Attached herewith

31.Statutory Disclosures

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report. However, as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32 of the Listing Agreement. NOT APPLICABLE

32. Obligation Of Company Under The Sexual Harassment Of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Being a share broking company and not involved in any industrial or manufacturing activities, the Company's activities involve very low energy consumption and has no particulars to report regarding conversion of energy and technology absorption. However, efforts are made to further reduce energy consumption.

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy Not Applicable

(I) the steps taken or impact on conservation of - energy

(ii) the steps taken by the company for utilizing - alternate sources of energy

(iii) the capital investment on energy conservation - equipment's

(b) Technology absorption Not Applicable

(I) the efforts made towards technology absorption -

(ii) the benefits derived like product improvement, - cost reduction, product development or import substitution

(iii) in case of imported technology (imported during -the last three years reckoned from the beginning of the financial year ) -

(a) the details of technology imported -

(b) the year of import; -

(c) whether the technology been fully absorbed -

(d) if not fully absorbed, areas where absorption - has not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and - Development

(c) Foreign exchange earnings and Outgo

Foreign Exchange earnings: Nil Out go: Nil

34. Corporate Social Responsibility (CSR)

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 shall be made. NOT APPLICABLE

35. Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

36. Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2014-15.

Accordingly, pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that: -

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) they have 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;

(d) they have prepared the annual accounts on a going concern basis; and

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. Transfer of Amounts to Investor Education and Protection Fund

The Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

38. Listing With Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to ASE and BSE where the Company's Shares are listed.

39. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

For and on behalf of the Board of Directors

RELIC TECHNOLOGIES LIMITED

BAIJOO MADHUSUDAN RAVAL Hemant K Choksey Director Director (DIN No. 00429398) (DIN No. 00396961)

Place: Mumbai Date: 29th July 2015

---

Mar 31, 2014

The Members,

The Directors present their 23rd Annual Report with Audited Statement of Accounts for the year ended on March 31,2014

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2014 31-03-2013

TOTAL INCOME 75.01 71.68

PROFIT/LOSS BEFORE DEP. & TAX 26.49 19.45

DEPRECIATION 9.77 10.43

PROFIT/LOSS AFTER DEP. 16.72 9.02

EXCEPTIONAL ITEM LOSS (21.64)

PROVISION FOR TAX 0.67 3.82

SHORT / EXCESS PROVISION FOR I.T. LAST 1.27 ---

YEAR

DIFFERED TAX LIABILITIES 1.08 (0.86)

PROFIT/LOSS AFTER TAX (3.24) 6.06

BAL. BROUGHT FORWARD 34.10 28.04

BAL AVAILABLE FOR APPROPRIATION 30.86 34.10

TRANSFERRED TO GEN.RESERVE --- ---

DEFERRED TAX OF EARLIAR YEAR

BAL. CARRIED TO BALANCE SHEET 30.86 34.10

OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has net loss of Rs 3.24 lacs During the year Company''s employee defrauded Company to the extent of Rs 21.64 lacs.

DIRECTORS

Company expresses their deep condolences at the untimely and sad demise of Mr.Madhusudan Mohanlal Raval, Chairman of the Company on 8.4.2014 and may his soul rest in peace. .In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Baijoo Raval and Shri Hemant K Choksey retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment. The Board recommends for re appointments. Smt Niti B Raval has been appointed as Additional Director on 25th June 2014. Board recommended to appoint her as Director of the Company

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That 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 at the end of financial year and of the profit or loss of the Company for the year under review:

(iii) That the Directors have taken proper and sufficient care for the maintenance of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2014

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow and outflow of Rs nil of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE and Stock Exchange Ahmedabad are paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2014, as required under section 212 of the Companies Act, 1956 is attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

BAIJOO M. RAVAL HEMANT CHOKSEY Director Director

Place: Mumbai Date: 25th June 2014

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Mar 31, 2011

The Members,

The Directors present their 20th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2011

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2011 31-03-2010

TOTAL INCOME 72.21 76.85

PROFIT/LOSS BEFORE DEP. & TAX 4.09 17.95

DEPRECIATION 9.64 9.61

PROFIT/LOSS AFTER DEP. (5.55) 8.34

PROVISION FOR TAX - 0.37

SHORT / EXCESS PROVISION FOR I.T. LAST 0.77 0.00 YEAR

DIFFERED TAX LIABILITIES (0.17) (0.22)

PROFIT/LOSS AFTER TAX (6.15) 8.19

BAL. BROUGHT FORWARD 32.59 24.39

BAL AVAILABLE FOR APPROPRIATION 26.44 32.58

TRANSFERRED TO GEN. RESERVE 0 -

DEFERRED TAX OF EARLIAR YEAR 0

BAL. CARRIED TO BALANCE SHEET 26.44 32.58

OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has incurred net loss of Rs 6.15 lacs.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Baijoo Raval and Shri Hemant Choksey retire by rotation at the ensuing Annual General Meeting. They are eligible for re-appointment. The Board recommends for re appointments.

Directors' Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That 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 at the end of financial year and of the profit or loss of the Company for the year under review:

(iii) That the Directors have taken proper and sufficient care for the maintenance of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2011

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow or outflow of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE is paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2011, as required under section 212 of the Companies Act, 1956 are attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

M.M.Raval Chairman

Place: Mumbai Date : 18th August 2011

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Mar 31, 2010

The Directors present their 19th Annual Report with Audited Statement of Accounts for the year ended on March 31, 2010.

Rs. In Lacs

YEAR ENDED YEAR ENDED 31-03-2010 31-03-2009

TOTAL INCOME 76.85 83.80

PROFIT/LOSS BEFORE DEP. & TAX 17.95 (04.76)

DEPRECIATION 9.61 8.72

PROFIT/LOSS AFTER DEP. 8.34 (13.48)

PROVISION FOR TAX 0.37 0.31

SHORT / EXCESS PROVISION FOR IT. LAST 00 1.88 YEAR

DIFFERED TAX LIABILITIES (0.22) 1.12

PROFIT/LOSS AFTER TAX 8.19 (10.79)

BAL BROUGHT FORWARD 24.39 35.18

BAL AVAILABLE FOR APPROPRIATION 32.58 24.39

TRANSFERRED TO GEN. RESERVE - -

DEFERRED TAX OF EARLIAR YEAR

BAL. CARRIED TO BALANCE SHEET 32.58 24.39



OPERATIONS

Company is member of National Stock Exchange and Company has institutional clients. Company is implementing the policy of minimizing the cost and to make profit. This year Company has incurred net profit of Rs 8.19 lacs.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Shri Uday Raval and Shri S S Upadhyaya retire by rotation at the ensuing Annual General Meeting. They are eligible for re- appointment. The Board recommends for re appointments: Shri I D Joshi resigned as Director

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with proper explanation relating to material departures:

(ii) That 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 at the end of financial year and of the profit or loss of the Company for the year under review:

(iii) That the Directors have taken proper and sufficient care for the maintenance of the Companies Act, 1955 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis:

DEPOSITS

The Company does not have any overdue and/or unclaimed deposits.

AUDITORS

The Auditors M/s S K Bajaj & Associates, Chartered Accountants and Statutory Auditors of the Company, retire at the forthcoming Annual General Meeting. They are eligible for re- appointment.

CORPORATE GOVERNANCE

Company has implemented Corporate Governance and report there on is given in this Annual Report.

PARTICULARS OF EMPLOYEE

The information required under section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of expenses) Rules 1975, not applicable.

COMPLIANCE CERTIFICATE

Company has obtained Compliance Certificate from Practicing Company Secretary for the year ended 31st March 2010

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Particulars under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, on conservation of energy and technology absorption are not applicable to the Company.

FOREIGN EXCHANGE

There is no inflow or outflow of Foreign Exchange.

LISTING OF SHARES

Equity Shares are listed on BSE and Ahmedabad Stock Exchange. Listing fees of BSE is paid.

SUBSIDIARY COMPANY

The Audited Statement of accounts of RELIC PHARMA LIMITED, together with the reports of the Directors and Auditors for the year ended March 31, 2010, as required under section 212 of the Companies Act, 1956 are attached.

ACKNOWLEDGEMENT

The Board of Directors wishes to express their sincere thanks to Bankers, Shareholders, Clients, SEBI, NSE, BSE and the Staff of the Company for extending their continued support during the year.

For and on behalf of the Board

Place: Mumbai M.M.Raval

Date: 25th August 2010 Chairman