Relic Technologies Limited has filed a substantial acquisition disclosure with BSE Limited under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011, dated December 15, 2025. The disclosure relates to the acquisition of equity shares arising from the conversion of warrants issued on a preferential basis to promoter and public shareholders.

Transaction Details

The acquisition involved promoter Karthik Iyer, who converted warrants into equity shares of the company. The transaction details are summarized below:

Pre and Post-Transaction Holdings

Before the warrant conversion, Karthik Iyer held 35,000 warrants representing 0.68% of the company's diluted share capital. Upon conversion, these warrants were transformed into an equivalent number of equity shares.

Impact on Share Capital

The warrant conversion resulted in an expansion of the company's equity share capital. The company's capital structure changed as follows:

Regulatory Compliance

The disclosure was made in compliance with SEBI regulations governing substantial acquisitions of shares and takeovers. Relic Technologies Limited, listed on BSE Limited with scrip code 511712, submitted the required documentation to the Department of Corporate Services at BSE.

This transaction represents a conversion of previously issued warrants into equity shares, with the promoter maintaining his stake in the company through the conversion process.

Relic Technologies Limited announced comprehensive strategic decisions following its Board of Directors meeting held on December 13, 2025. The board approved multiple initiatives including office relocation, name change, equity share allotment, and governance appointments as part of its corporate restructuring efforts.

Office Relocation and Name Change

The board approved shifting the company's registered office to 6, Floor-Grd, Plot-79, Himalaya House, Ramabai Ambedkar Marg, Crawford Market, Fort, Mumbai-400001, effective from January 1, 2026. This relocation remains within Mumbai city limits and the existing Registrar of Companies jurisdiction.

The board also approved a proposed name change from Relic Technologies Limited to Truhealthy Sciences Limited. The company received approval for this name change from the Central Registration Centre (CRC), Ministry of Corporate Affairs, dated December 1, 2025. The name change requires shareholder approval through a special resolution at an upcoming Extraordinary General Meeting.

Equity Share Allotment on Warrant Conversion

The board approved allotment of 4,41,164 equity shares of face value ₹10.00 each at an issue price of ₹85.00 per share (including premium of ₹75.00 per share) upon conversion of warrants issued on preferential basis. The conversion was completed upon receipt of balance consideration amounting to ₹2,81,24,205.00, representing 75% of the issue price.

Following this allotment, the company's issued, subscribed and paid-up equity share capital increased to ₹5,59,11,640.00, consisting of 55,91,164 fully paid-up equity shares of ₹10.00 each.

Post-Allotment Shareholding Pattern

The shareholding pattern shows significant changes following the warrant conversion:

Employee Stock Option Plan Launch

Based on recommendations from the Nomination and Remuneration Committee, the board approved the Truhealthy Employee Stock Option 2025 (ESOP 2025) scheme. The plan covers up to 1,10,000 stock options for eligible employees of the company and its subsidiaries, excluding promoters and promoter group employees.

Leadership Appointments

The board appointed Mrs. Radhika Shriram (DIN: 06479790) as Additional Non-Executive Non-Independent Director effective December 13, 2025. Mrs. Shriram is a double graduate in commerce and education with entrepreneurial and investment experience. She currently holds 3,00,000 equity shares in the company and serves as a Director in Truhealthy Wellness Private Limited, a subsidiary of the company.

The company also appointed Ms. Vibhuti Dani of M/s. Vibhuti Dani and Associates, Practising Company Secretaries, as Secretarial Auditors for FY 2025-26. Ms. Dani is a Fellow Member of the Institute of Company Secretaries of India with over 17 years of professional experience in corporate laws, secretarial audits, and SEBI compliance.

Regulatory Compliance and Next Steps

The board decided to convene an Extraordinary General Meeting (EGM) to seek shareholder approval for the proposed name change and ESOP scheme. The notice for the EGM will be submitted in due course. All decisions were made in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The board meeting commenced at 5:45 PM IST and concluded at 7:05 PM IST on December 13, 2025.