CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to Section 129, 134 of the Companies Act 2013 (the Act), the Consolidated Financial Statement of the Company and its subsidiary prepared, in accordance with Schedule III of the Act and applicable Accounting Standards forms part of this Annual Report.

OPERATIONS:

The total revenue of the Company for the Financial Year 202425 is Rs. 632.34 lacs as against Rs. 495.65 lacs in the previous year.

DIVIDEND:

With a view to conserve financial resources, the Directors do not recommend any dividend on equity shares for the year ended on 31^st March 2025.

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of the Company during Financial Year 20242025.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves, in the Financial Year 202425.

MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:

As you are aware that, the Board had approved the Scheme of Merger by Absorption of Fujisan Technologies Limited, wholly owned subsidiary of the Company with the Company and had filed an application/petition, with the Hon'ble National Company Law Tribunal, Mumbai Bench for approval of the scheme.

The Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench had approved the Scheme of Merger by Absorption of Fujisan Technologies Limited, wholly owned subsidiary of the Company with the Company ('the Scheme') vide its order dated 1^st May, 2025. The said Order of NCLT was filed with the Registrar of Companies, Mumbai on 22^nd May, 2025 Accordingly, the Scheme takes effect from the Appointed Date which is 1^st April, 2022.

PostMerger, the Fujisan Technologies Limited (Transferor Company) stood dissolved without winding up and the Undertaking of the Transferor Company are transferred to and vested in the Company without any further act or deed.

Further, pursuant to the said Scheme, the Authorised Share Capital of the Company stands increased by the Authorised Share Capital of the Transferor Company by altering the Capital Clause in the Memorandum of Association of the Company.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATES AND JOINT VENTURE COMPANIES:

Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014, the information on the highlights of performance of the Associates and Joint Venture Companies and their contribution to the overall performance of the company during the period under report is provided in Annexure No. 1 of this report.

The Form AOC 1 pursuant to first proviso to subsection (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 is annexed to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board and the Audit Committee periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

AUDIT COMMITTEE:

The Audit Committee comprises of Mr. Ajay Dedhia (Chairman), Ms. Vrinda Jatia, and Mr. B. R. Nadkarni, the Directors of the Company. Mr. Ajay Dedhia and Mr. B. R. Nadkarni are Independent Directors.

FIXED DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

The Company has not borrowed any sums from any of its Directors, during the year.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, pursuant to the provisions of Section 125 of the Companies Act, 2013, no amount was due to be transferred to the Investor Education and Protection Fund.

AUDITORS:

M/s. P.R. Agarwal & Awasthi, Chartered Accountants have been appointed as Statutory Auditors of the Company at the 144^th Annual General Meeting to hold office up to the conclusion of 149^th Annual General Meeting. M/s. P.R. Agarwal & Awasthi, have given their consent to act as the Auditors of the Company till conclusion of 149^th Annual General Meeting.

For Financial Year 202425, there is no adverse remark or qualification in the Statutory Auditor's Report as annexed. The Auditors have reported that there is no fraud on or by the Company noticed or reported during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Company has Board of Directors with total 6 Directors out of which 3 are NonExecutive Independent Directors and the remaining are NonExecutive Directors. By virtue of Section 149 of the Companies Act, 2013 and the rules made there under, the Independent Directors are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company pursuant to section 149(6) of the Companies Act, 2013, confirming that they meet with the criteria of independence as prescribed under the relevant provisions of Companies Act, 2013 and confirming that they are not debarred from holding the office of Director by virtue of any Order of SEBI or any other such authority.

BOARD MEETINGS & COMMITTEE MEETINGS HELD DURING THE YEAR AND ATTENDANCE OF DIRECTORS:

As per Secretarial Standard on Board Meetings, the number and the dates of Board and Committee Meetings held during the year and the attendance of Directors are as follows.

(A) During the Financial Year 202425, 4 Board Meetings were held on the following dates:

The intervening gap between the Meetings was within permissible period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per the Circulars issued by the Ministry of Corporate Affairs and SEBI.

(B) During the Financial Year 202425, the Committee Meetings were held on the following dates:

(C) The number of Meetings attended by each Director is as follows:

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has appointed M/s. Parikh & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit of the Company for the financial year 202425. The Secretarial Audit Report for the financial year 202425 is annexed hereto as Annexure No. 2.

There are no observations, qualifications or adverse comments in the Secretarial Audit Report. The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

Further in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors of the Company at its meeting held on 27^th May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing Company Secretary, Mumbai as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 202526 till FY 2029 30, subject to approval of the shareholders at the ensuing 147^th Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 read with the Rules prescribed therein, relating to Corporate Social Responsibility do not apply to the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Investments made by the Company are within the limits of Section 186 of the Companies Act, 2013 and rules made there under as approved by Shareholders vide special resolution passed at 136^th Annual General Meeting of the Company. The brief summary of such transactions are provided in Annexure No. 3 to this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Pursuant to Section 134(3) and 188(1) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of all contracts and arrangements with Related Parties are provided in Form AOC2 as Annexure No.4.

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES:

As required under Companies Act, 2013, a meeting of the Independent Directors was held on 7^th February, 2025 to evaluate the performance of the NonIndependent Directors, wherein the evaluation of performance of the nonindependent directors, including the Chairman and also of the Board as a whole was made, against predefined and identified criteria.

The criteria for evaluation of the performance of the Independent Directors, Chairman and the Board, was finalized by the Nomination and Remuneration Committee. The said committee has carried out evaluation of the performance of every director.

The performance of the Committees was also generally discussed and evaluated.

The said criteria is provided as Annexure No. 5 and is also available on the Company's website on https://www.thacker.co.in/images/Policies/Criteria SeniorManagementMemberonBoardof Directors.pdf.

FAMILIARISATION PROGRAMME:

The details of programs for familiarization of Independent Directors with the Company is available on the Company's website on https://www.thacker.co.in/images/Policies/familiarisation%20programme% 20for%20independent%20directors tcl.pdf.

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 and other applicable provisions of the Companies Act, 2013, the Nomination and Remuneration Committee has determined, recommended and approved remuneration policy and recommended to the Board of Directors. The said policy is provided as Annexure No. 6 and is also available on the Company website on https://www.thacker.co.in/images/Policies/Revised%20 Remuneration%20Policy%20%2001.04.2024.pdf

RISK MANAGEMENT POLICY:

The Company does not have any Risk Management policy as the elements of risk threatening the Company's existence are very minimal.

WHISTLE BLOWER MECHANISM:

The Company has a Whistle Blower Policy / Vigil Mechanism. The said policy has been made keeping in view, the amendments in the Companies Act, 2013 and may be referred to, at the Company's website on: https://www.thacker.co.in/images/Policies/Vigil%20Mechanism Whistle%20Blower%20Policy%20 %20New.pdf

PARTICULARS OF EMPLOYEES:

Pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the statement giving required details is given in the Annexure No. 7 to this Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

An Internal Complaints Committee ('Sexual Harassment Committee') has been constituted, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to deal with the complaints, if any, from the Company and other Companies in the Pudumjee Group.

During the year under review, there was no complaint of discrimination and harassment (including Sexual Harassment) received by the Committee.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

In view of the nature of business activities, the information required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is not applicable. The Company however uses information technology in its operations.

During the year under review, there was no foreign exchange gain/(loss) and foreign exchange outgo/expenditure was NIL.

MAINTENANCE OF COST RECORDS:

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and accordingly such accounts and records have not been made/maintained by the Company.

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for Financial Year 202425.

SECRETARIAL STANDARDS OF ICSI:

The Company has complied with the applicable Secretarial Standards during the year issued by the Institute of Company Secretaries of India.

ANNUAL RETURN:

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 202324 is available on the website of the Company at https://www.thacker.co.in/generalmeeting.php and a copy of Annual Return for the financial year 202425 will be available on the website of the Company after submission of the same to the Registrar of Companies.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the unclaimed suspense account till March 31, 2025 are as follows:

Voting rights on these 48,972 shares shall remain frozen till the rightful owner of such shares claims the shares. Shareholders may get in touch with the Company/RTA for any further information in this matter.

MANAGEMENT DISCUSSION AND ANALYSIS:

Segment wise financial performance is stated in the accompanying accounts.

The Board and the Audit Committee of the Company periodically review the internal control systems of the Company and the internal control systems are deemed adequate.

The Company maintained good industrial relations with its employees. The Company had 2 permanent employees on its payroll as on 31^st March, 2025.

There are no material developments in the human resources front.

SIGNIFICANT AND MATERIAL ORDERS:

There is no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

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 is no material change and commitment, 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.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors confirm that;

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

b) 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 the financial year and of the Profit of the Company for that period;

c) The Directors 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) The Directors have prepared the annual accounts on a going concern basis; and

e) The Directors 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) 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.

ACKNOWLEDGEMENTS:

Your Directors wish to express their appreciation of the continued support and cooperation received from all the stakeholders and employees of the Company.

On behalf of the Board of Directors

Place : Mumbai Date : 27^th May, 2025

A.K. Jatia Ajay Dedhia

Director Director

(DIN :01104256) (DIN:01026077)

ANNEXURE NO.1

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE ASSOCIATE AND JOINT VENTURE COMPANIES

(Pursuant to Rule 8 of the Companies (Accounts) Rules, 2014)

(All amounts in INR thousand unless otherwise stated)

On behalf of the Board of Directors

A.K. Jatia Ajay Dedhia

Director Director

(DIN : 01104256) (DIN :01026077)

Place : Mumbai Date : 27^th May, 2025

ANNEXURE NO. 2 FORM No. MR3

PARTICULARS OF LOANS GIVEN, GUARANTEES / INVESTMENTS MADE DURING

FINANCIAL YEAR 202425

investment made from open market through Stock Exchange at the prevailing market price Average price

Place : Mumbai On behalf of the Board of Directors

Date : 27^th May, 2025

A.K. Jatia Ajay Dedhia

Director Director

(DIN:01104256) (DIN :01026077)

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

(FORM AOC 2)

(Pursuant to clause (h) of Section 134(3) of the Companies Act 2013 and Rule 8(2) of the

Companies (Accounts) Rules, 2014.)

On behalf of the Board of Directors A.K. Jatia Ajay Dedhia

The term 'Senior Management' shall have the meaning provided under the explanation to Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended with effect from 1^st April, 2019, as provided herewith

As per Section 178 of the Companies Act, 2013,

The expression ''senior management means personnel of the company who are members of its core management team excluding Board of Directors comprising all members of management one level below the executive directors, including the functional heads.

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended with effect from 1^st April, 2019

senior management shall mean officers/personnel of the listed entity who are members of its core management team excluding board of directors and normally this shall comprise all members of management one level below the chief executive officer/managing director/whole time director/manager (including chief executive officer/manager, in case they are not part of the board) and shall specifically include company secretary and chief financial officer.

The Committee shall, before making any recommendation to the Board for appointment, consider the attributes of the candidate set forth below:

If the Committee finds that the candidate meets the above criteria for appointment as part of Senior Management or as a Director on the Board, as the case may be, the Committee shall make its recommendation to the Board.

Remuneration Policy

The Company's remuneration policy is based on the success and performance of the individual employee and the Company. Through its compensation policy, the Company endeavours to attract, retain, develop and motivate a high performance workforce. The Company follows a compensation mix or fixed pay, variable and fixed allowances, benefits and bonuses etc. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process.

The Company pays remuneration by way of salary (fixed component), benefits, perquisites and allowances (variable component) to its Managing Director(s) and the Executive Director(s), if any.

Periodical increases, if any, are decided by the Nomination and Remuneration Committee and Board, subject to the approval by the members and are effective from April 1 each year. The Nomination and Remuneration Committee decides on the commission, if any, payable to Executive Chairman, if any, out of profits for the financial year and within the ceiling prescribed by the Companies Act, 2013 based on the performance of the Company as well as that of the incumbent.

The Company will pay sitting fees of Rs. 5000 per meeting to its directors for attending the meetings of the Board, subject to the ceiling prescribed by the Companies Act, 2013 for attending the meetings of the Board on or after 01^st April, 2024.

INFORMATION AS PER SECTION 197 READ WITH COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014 AND FORMING PART OF THE DIRECTORS' REPORT FOR THE YEAR ENDED ON 31^st MARCH, 2025

Notes:

(a) During FY 202425 :

(i) No Director has drawn any remuneration other than sitting fees.

(ii) No employee has drawn remuneration equal to or more than Rs.8.50 Lacs per month or Rs. 102 Lacs per year.

(b) There was no increase in remuneration of any employee.

(c) Remuneration is as per remuneration policy of the Company

(d) For comparison of YoY increase/decrease of median remuneration, employees who have been employed for less than twelve months in FY202425 are not considered.

On behalf of the Board of Directors A.K. Jatia Ajay Dedhia

Place : Mumbai

To The Members of

THACKER AND COMPANY LIMITED