Thacker & Co. Ltd. — AGM Information 2024

Jun 25, 2024

25th June, 2024

The Manager, Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001.

Scrip Code: 509945

Dear Sir/Ma'am,

Sub: Submission of Notice of the 146th Annual General Meeting of the Company pursuant to the provision of Regulation 30 of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

We have enclosed the Notice calling the 146th Annual General Meeting ("AGM") of the Company to be held on Friday, 19th July, 2024 at 11:30 a.m. (IST) through Video Conferencing ("VC") / Other Audio Visual Means ("OAVM") without physical presence of the Members at Common Venue for your information and records.

The said notice is also available on the Company's website at http://thacker.co.in/generalmeeting.php .

Thanking you,

Yours faithfully,

For Thacker And Company Limited

SHEFALI MANISH PATEL Digitally signed by SHEFALI MANISH PATEL

Shefali Patel Company Secretary Encl.: As above.

NOTICE

Notice is hereby given that the One Hundred Forty Sixth Annual General Meeting (AGM') of the Shareholders of THACKER AND COMPANY LIMITED (the Company) will be held on Friday, 19th July, 2024 at 11:30 a.m. (1ST) through Video Conference ("VC') / Other Audio Visual Means ("OAVM") without physical presence of the Shareholders at a common venue, to transact the following businesses:

ORDINARY BUSINESS:

• 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2024, including the Audited Balance Sheet as at 31' March, 2024 and the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors thereon.
• 1. To appoint a Director in place of Ms. Vrinda Jatia (DIN:06725427), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

1. Re-appointment of Mr. Bhalchandra A. Nadkarni (DIN: 08178769) as an Independent Director for the Second term

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution.

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 161, Schedule IV and other applicable provisions of the Companies Act, 2013 ("Act") read with the Rules framed thereunder, and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("LODR Regulations") (including any statutory modification or re-enactment thereof for the time being in force) and subject to such other consents and permission as may be necessary, the consent of the Shareholders of the Company be and is hereby accorded for re-appointment of Mr. Bhalchandra. R. Nadkarni (DIN: 08178769), as an Independent Director of the Company for the second term of five consecutive years with effect from 25'tJuly, 2024 to 24"July, 2029.

RESOLVED FURTHER THAT the Board of Directors and Company Secretary of the Company be and are hereby, severally, authorised to file the necessary forms with the Registrar of Companies, Mumbai and to do all such acts, deeds and things as may be necessary or incidental in this regard".

By Order of the Board of Directors For Thacker And Company Limited

Place: Mumbai Shefali Patel

Date: 2 9th May, 2024 Company Secretary

Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, India. Tel: 91-22-30213333 Fax: +91-22-43553345,

Web-Site: www.thacker.co.in, E-mail: thacker@thacker.co.ⁱ n CIN: L2 1 098M Hi 878PLC000033 Corporate Office: Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Fort, Mumbai-400 001.

NOTES

• 1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the above Item No. 3 is annexed hereto.
• 1. In compliance with the provisions of Companies Act, 2013 read with the Ministry of Corporate Affairs ("MCA') General Circular No. 09/2023 dated 25" September, 2023 read with General Circular Nos 20/2020 dated 0 5th May, 2020, 02/2021 dated 13t1t January, 2021, 19/2021 dated 08th December, 2021, 21/2021 dated 14t December, 2021,02/2022 dated 05th May, 2022 and 10/2022 dated 28t December, 2022, (Collectively referred to as the MCA Circulars") and Securities Exchange Board of India ("SEBI") Circulars dated 07th October, 2023 read with circulars dated 12" May, 2020, 1 5th January, 2021,13th May, 2022 and 05th January, 2023(Collectively referred to as the SEBI Circulars) the 146" Annual General Meeting of the Company is being conducted through Video Conferencing ("VC") (hereinafter referred to as AGM" or"e-AGM"). The proceedings of the AGM shall be deemed to be conducted at the Registered Office of the Company which shall be the deemed Venue of the "AGM" or " e-AGM"..
• 1. The relevant details, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Director seeking reappointment at this AGM are also annexed to this Notice.
• 1. e-AGM:The Company has appointed National Securities Depository Limited (NSDL)to provide Video Conferencing facility for the e-AGM.
• 1. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, A MEMBER ENTITLED TO ATTEND AND VOTEATTHEAGM IS ENTITLED TO APPOINT A PROXYTO ATTEND ANDVOTE ON HIS/HER BEHALF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. SINCE THIS AGM IS BEING HELD PURSUANT TO THE MCA CIRCULARS THROUGH VC, PHYSICAL ATTENDANCE OF MEMBERS HAS BEEN DISPENSED WITH. THEREFORE, THE FACILITY FOR APPOINTMENT OF PROXIES BY THE MEMBERS WILL NOT BE AVAILABLE FOR THE AGM AND HENCE THE PROXY FORM AND ATTENDANCE SLIP ARE NOT ANNEXED TO THIS NOTICE.
• 1. In compliance with the applicable provisions of the Companies Act, 2013 read with the MCA Circulars and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 146 1h Annual General Meeting of the Company is being conducted through Video Conferencing ("VC") (hereinafter referred to as "AGM" or "e-AGM").The proceedings of the AGM shall be deemed to be conducted at the Corporate Office of the Company which shall be the deemed Venue of the "AGM" or 'e-AGM".
• 1. Institutional Shareholders / Corporate Shareholders (i.e. other than Individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter,

etc.,authorising its representative to attend the e-AGM on its behalf and to vote through remote evotingor during the e-AGM. The said Board Resolution/Authorisation shall be sent to the Scrutinizer through registered e-mail address to cs@parikh associates. com, with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on Upload Board Resolution /Authority Letter displayed under"e-Voting" tab in their login.

• 1. The Members can join the e-AGM through Video Conferericing 15 minutes before and after the scheduled time of the commencement of the e-AGM by following the procedure mentioned in the Notice. The facility of participation at the e-AGM through VC will be available on a first-Come Firstserved basis as per the MCA Circular. However, this restriction not apply to Large Shareholders (Shareholders holding 2% or more Shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Chairman of the Audit Committee, Nomination and Remuneration Committee and Share Transfer Approval Committee, Auditors etc.
• 1. The Members attending the AGM through Video Conferencing shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• 1. Pursuant to the provisions of the Companies Act 2013 and rules made thereunder and in compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the e-AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories. The Company shall send the physical copy of the Annual Report 2023-24 only to those members who specifically request for the same at thacker@thacker.co.inmentioning their Folio No./DP ID and Client ID. Members may note that the Notice calling the AGM and the Annual Report 2023-24 will also be available on the Company's website www.thacker.co.in, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com.
• 1. Since the AGM will be held through VC, the Route Map is not annexed in this Notice.
• 1. Members seeking any information with regard to the account or any matter to be placed at the AGM, are requested to write to the Company mentioning their name, demat account number/folio number, email id, mobile number on or before Thursday, 11 1h July, 2024 through email on thacker@thacker.co.in.The same will be replied by the Company suitably. Members may also ask their questions at the meeting by using chat Box facility provided by NSDL. The question received will be replied at AGM or replied Individually through e-mail as may be decided by the Chairman.
• 1. The Register of Members and ShareTransfer Books of the Company will be closed from Saturday, 13th July, 2024 to Friday, 19th July, 2024(both day inclusive).
• 1. Register of Directors and Key Managerial Personnel and their Shareholding and Register of Contracts or arrangements in which directors are interested, will be available for inspection by the Members through e-mail. The Members are requested to send an e-mail to thacker@thacker.co.infor the same.
• 1. As per Regulation 40 of the SEBI Listing Regulations, as amended securities of listed companies can be transferred only in dematerialised form with effect from 01' April, 2019, and with effect from 25th January, 2022 in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares, Members holding shares in physical form are requested to convert their holdings to dematerialised form. Members can contact with the Company or Company's Registrar and Share Transfer Agent for assistance in this regard.
• 1. As per the provisions of the Companies Act, 2013, facility for making nominations is available to the members in respect of the shares held by them. Nomination forms can be obtained from the Company's Registrars and Share Transfer Agents by Members holding shares in physical form. Members holding shares in electronic form may obtain Nomination forms from their respective Depository Participant.
• 1. Further pursuant to Rule 18(1) of the Companies (Management and Administration) Rules, 2014, the Company needs to send the Notice, Annual Report electronically on the e-mail addresses as obtained from the Company! Depositories! Registrar and Share Transfer Agent to the members.

If you are holding the shares of the Company in dematerialized form and already registered your e-mail address, you would be receiving the Notices of AGM along with Annual Report by electronic mode.

The Members who hold shares in physical mode and have not registered their e-mail address can request the Company to receive Notices of AGM along with Annual Report and other shareholders communication by electronic mode by registering their valid e-mail address by email to M/s. Satellite Corporate Services Private Limited, Registrar and Transfer Agent at service@satellitecorporate.com !Company atthacker@thacker.co.in.

Members are requested to support this Green Initiative by registering/updating their e-mail addresses, with the Depository Participant (in case of Shares held in dematerialised form) or with Company's Registrar and Share Transfer Agent, M!s. Satellite Corporate Services Private Limited (in case of Shares held in physical form).

1. Instructions for voting through e-voting and joining the e-AGM as follows:

1. Voting through electronic means:

• Pursuant to provision of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide to its Members facility to exercise their right to vote on all resolutions set forth in this Notice through e-Voting Services. The facility of casting the votes by the Members using remote e-Voting system as well as voting on the day of the AGM will be provided by NSDL appointed for the purpose by the Company as authorised agency.

• The remote e-voting period begins on Tuesday, 16 th July, 2024 at 9:00 a.m. and ends on Thursday, 18th July, 2024 at 5:00 p.m. During this period Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-oft date i.e.Thursday, 1 1tJuly, 2024 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution in cast by the Member, the Member shall not be allowed to change it subsequently.

• The Member who have cast their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast vote again.

• The voting rights of Members shall be in proportion to their shares of the paid up equity share capital of the Company as on Thursday, 11th July, 2024

Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e., Thursday, 11th July, 2024 may obtain the login ID and password by sending a request at evoting © nsdl.co.inHowever, if he / she is already registered with NSDL for remote e-Voting then he /she can use his / her existing User ID and password for casting the vote. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date date i.e. Thursday, 11t July, 2024, may follow steps mentioned below under "Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode."

THE DETAILED INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps"which are mentioned below:

STEP 1: ACCESSTO NSDL E-VOTING SYSTEM

A. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email id in their demat accounts in orderto access e-Voting facility.

Loqin method for Individual shareholders holdinq securities in demat mode is given below:

Type of shareholders	Login Method
securities in demat mode with NSDL.	Individual Shareholders holding 1. Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.comeither on a Personal Computeroron a mobile, On the e-Services home page click on the "Beneficial Owner" icon under "Login" which is available under 'IDeAS' section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on "Access to e-Voting" under e-Voting services and you will be able to see e-Voting page Click on company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com Select "Register Online for IDeAS Portal" or click at https:f/eservices.nsdl.comfSecureWeb/ldeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e Voting system is launched, click on the icon "Login" which is available under'Shareholder/Membee section. A
	new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 4. Shareholders/Members can also download NSDL Mobile App "NSDL Speede" facility by scanning the OR
	code mentioned below for seamless voting experience.
	NSDL Mobile App is available on lk App Store 0 Google Ploy
Individual Shareholders holding securities in dernat mode with CDSL	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach a-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then useryour existing my easi username & password.
	2. After successful login the Easi / Easiest user will be able to see the a-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote a-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all a-Voting Service Providers, so thatthe user can visit the a-Voting service providers' website directly.
	3. lithe user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System MyeasiTab and then click on registration option.
	4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a a-Voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the a-Voting option where the evoting is in progress and also able to directly access the system of all a-Voting Service Providers.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility, upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDLJCDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or a-Voting service provider i.e. NSDL and you will be redirected to a-Voting website of NSDL for casting your vote during the remote a-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID! Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL

Login type	Help desk Details
Individual Shareholders mode with NSDL	Members facing any technical issue in login can contact holding securities in demat NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022-4886 7000
Individual Shareholders mode with CDSL	Members facing any technical issue in login can contact holding securities in demat CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free No. 1800 22 55 33

B. Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares I.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company. For example if folio number is 001*** and EVEN is 101456 then user ID is 101456001

• 1. Password details for shareholders other than Individual shareholders are given below:
• a) If you are already registered fore-Voting, then you can use yourexisting password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) Howto retrieve your 'initial password'?
  • (i) If your email ID is registered in your demat account or with the company, your initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your User ID and your 'initial password'.
  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Click on Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) Physical User Reset Password? " (If you are holding shares in physical mode) option available on www.evoting.nsdl.com
• c) If you are still unable to get the password by aforesaid two options, you are send a request at evotinci@nsdl.com mentioning your demat account number. folio number, your PAN, your name and your registered assress etc.
• d) Members can also use one OTP (One Time Password) based login for casting the votes on the evoting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

STEP 2: CAST YOUR VOTE ELECTRONICALLY AND JOIN MEETING ON NSDL E-VOTING SYSTEM.

How to cast your vote electronically and join Meeting on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies 'EVEN" in which you are holding shares and whose voting cycle and Meeting is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assentor dissent, verify/modifythe number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

II. General Guidelines for Shareholders

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evotinq.nsdl.comto reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 022-4886 7000 or send a request to Ms. Pallavi Mhatreatevoting@nsdl.com

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

1. In case shares are held in physical mode: please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to thacker@tbacker.co.in

2. 1. In case shares are held in demat mode: please provide DPlD-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to thacker@thacker.co.inand also registerthe mail id with their Depository Participant
3. 1. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.
4. 1. Alternatively shareholder/members may send a request to evoting@nsdi.comfor procuring user id and password for e-voting by providing above mentioned documents.
5. 1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

Ill. Voting at the e-AGM:

1. The procedure for e-Voting on the day of the e-AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ Shareholders, who will be present in the e-AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system at the AGM.

3. However, Members who have voted through Remote e-Voting will be eligible to attend the e-AGM. However, they will not be eligible to vote at the e-AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the e-AGM shall be the same person mentioned for Remote e-voting.

IV. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE E-AGM THROUGHVC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name.You are requested to click on VC/OAVM link placed under Join Meeting menu.The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. 1. Members are encouraged to join the Meeting through Laptops for better experience.
3. 1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
4. 1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience AudioNideo loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
5. 1. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name DPID and Client ID /folio number, Pan,mobile number at thacker@thacker.co.inThe Speaker registration will be open from Monday, 8th July, 2024 (9:00 a.m.lST) to Wednesday, 1 Qt h1 July, 2024 (5:00.p.m. 1ST).

Those Shareholders who have registered themselves as a speaker will only be allowed to express their views task question during the meeting.The Company reserves the right to restrict the number of speakers depending on the availability of time for the AGM.

1. In case of any grievances connect with facility for e-voting, please contact with Ms. Pallavi Mhatre at evoting@nsdl.comCall on : 022 - 4886 7000 and 022 - 2499 7000 4'' Floor, A Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400013.

V. OTHER INSTRUCTIONS:

• 1. Mr. RN. Parikh failing him Ms. Sarvari Shah of Parikh & Associates Practising Company Secretaries have been appointed as the Scrutinizer to scrutinize the e-voting process and voting at the e-AGM in a fair and transparent manner.
• 1. The Scrutinizer shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e-voting in the presence of at least two witnesses, not in the employment of the Company and make, not later than 48 hours from the conclusion of the meeting, a consolidated scrutinisers report of the total votes cast in favour or against, if any, to the Chairman/Company Secretary of the Company, who shall countersign the same.
• 1. The results declared alongwith the Scrutinisers Report shall be placed on the Company's website www.thacker.co.inand on the website of NSDL www.evoting.nsdl.comand communicated to the BSE Limited, where Equity Shares of the Company are listed.

19. GENERAL INSTRUCTIONS AND INFORMATION FOR SHAREHOLDERS

Securities & Exchange Board of India vide its Master Circular dated May 17, 2023 and subsequent notifications thereto, had made it mandatory for holders of physical securities to furnish valid PAN (where the PAN is linked with Aadhaar), KYC (Postal Address, Mobile Number, E-mail, Bank Details, Signature) and Nomination /Opt-out of Nomination.

In order to mitigate unintended challenges on account of freezing of folios and referring frozen folios to the administering authority under the aforesaid Acts, SEBI, vide its Circular dated November 17, 2023, has done away with the provision regarding freezing of folios lacking PAN, KYC, and Nomination details or referring them to the administering authorities.

Further SEBI has mandated that with effect from April 1, 2024, dividend to security holders (holding securities in physical form), shall be paid only through electronic mode.

Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The relevant forms are available on the Company's website at https://www.thacker.co.in/other-information.phpand on the website of the RTA at http://www.satellitecorporate.com/

SEBI vide its Circulars dated July 31, 2023, and August 4, 2023, read with Master Circular dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market.

Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievances with the RTN Company directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal (https://smartodr. in/login)

Issuance of Securities in dematerialized form in case of Investor Service Requests

We would further like to draw your attention to SEBI Master Circular dated 17th May, 2023. Accordingly, while processing service requests in relation to; 1) Issue of duplicate securities certificate; 2) Replacement / Renewal / Exchange of securities certificate; 3) Consolidation of securities certificate; 4) Sub-division / Splitting of securities certificate; 5) Consolidation of Folios; 6) Endorsement; 7) Change in the name of the holder; 8) Claim from Unclaimed Suspense Account& Suspense Escrow Demat Account; and 9) Transposition, the Company shall issue securities only in dematerialised form. For processing any of the aforesaid service requests the securities holder/claimant shall submit duly filled up Form No. :ISR-4.

We hereby request to holders of physical securities to furnish the documents/details, as per the table below for respective service request, to the Registrars & Transfer Agents i.e., M/s. Satelite Corporate Services Private Limited

	Sr. No. Particulars	Please furnishdetails in
1.	PAN	Form No.: ISR - 1
2.	Address with PIN Code Email address
3.
4.	Mobile Number
5.	Bank account details (Bank name and Branch, Bank account number, IFS Code)
6.	Demat Account Number
7.	Specimen Signature	Form No.: ISR - 2
8.	Nomination details	Form No.: SH -13
9.	Declaration to opt out nomination	Form No.: ISR - 3
10.	Cancellation or Variation of Nomination	Form No.: SH -14
11.	Request for issue of Securities in dematerialized form in case of below: i. Issue of duplicate securities certificate	Form No.: ISR-4
	ii. Replacement/Renewal/Exchange of securities certificate iii. Consolidation of securities certificate
	iv. Sub-division / Splitting of securities certificate
	v. Consolidation of Folios
	vi. Endorsement
	vii. Change in the name of the holder
	yin. Claim from Unclaimed Suspense Account & Suspense Escrow Demat Account
	ix. Transposition

A member needs to submit Form No.: ISR-1 for updating PAN and other KYC details to the RTA of the Company. Member may submit Form No. :SH-1 3 to file Nomination. However, in case a Member do not wish to file nomination declaration to Opt-out in Form No.: ISR-3 shall be submitted.

In case of major mismatch in the signature of the members(s) as available in the folio with the RTA and the present signature or if the signature is not available with the RTA, then the member(s) shall be required to furnish Bankers attestation of the signature as per Form No.: ISR-2 along-with the documents specified therein. Hence, it is advisable that the members send the Form No.: ISR-2 alongwith the Form No.: ISR-11 for updating of the KYC Details or Nomination.

All the aforesaid forms can be downloaded from the website of the Company at http://thacker.co.in/otherinformation.phpunder the head "Updation of PAN, KYC & Nomination Details by Shareholders pursuant to SEBl Circular dated 03.11.2021" and from the website of the RTA at http://www.satellitecorporate.com/

Mode of submission of form(s) and documents

a. Submitting Hard copy through Post/Courier etc.

Members can forward the hard copies of duly filled-in and signed form(s) along with self-attested and dated copies of relevant documentary proofs as mentioned in the respective forms, to the following address:

Satellite Corporate Services Private Limited, Unit:Thacker and Company Limited A 106 & 107, Dattani Plaza, East West Compound, Andheri Kuria Road,Safed Pool Sakinaka, Mumbai -400072

b. Through Electronic Mode with e-sign

In case members have registered their email address, they may send the scan soft copies of the form(s) along with the relevant documents, duly e-signed, from their registered email id to service@satellitecorporate.comor upload KYC documents with e-sign on RTA's website at the link: http://www.satellitecorporate.com/#

c. Submitting Hard copy at the office of the RTA

The form(s) along-with copies of necessary documents can be submitted by the securities holder (s) / claimant(s) in person at RTA's office. For this, the securities holder/claimant should carry Original Documents against which copies thereof shall be verified by the authorised person of the RTA and copy(ies) of such documents with IPV stamping with date and initials shall be retained for processing.

d. Mandatory Self-attestation of the documents

Please note that, each page of the documents that are submitted in hard copy must be self-attested by the holder (s). In case the documents are submitted in electronic mode then the same should be furnished with e-sign of scan copies of the documents.

e. E-sign

E-Sign is an integrated service which facilitates issuing a Digital Signature Certificate and performing signing of requested data by eSign user. The holder/claimant may approach any of the empanellede Sign Service Provider, details of which are available on the website of Controller of Certifying Authorities (CCA), Ministry of Communications and Information Technology (https://cca.gov.in/) for the purpose of obtaining an e-sign.

The members holding shares in demat are requested to update with respective Depository Participant, changes, if any, in their registered addresses, mobile number, Bank Account details, e-mail address and nomination details.

By Order of the Board of Directors For Thacker And Company Limited

Shefali Patel Company Secretary

Place: Mumbai

Date: 29" May 2024

Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai 400001, India Tel: 91-22-30213333 Fax: +91-22-43553345. Web-Site: www.thacker.co.in; E-mail:thacker@thacker.co.in; CIN: L21098MH1878PLC000033 Corporate Office: Jatia Chambers, 60, Dr.V. B. Gandhi Marg, Fort, Mumbai-400 001.

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANTTO SECTION 102 OFTHE COMPANIES ACT, 2013

The following Explanatory Statement set out all the material facts relating to items of business as mentioned in Item no.3 in the accompanying Notice dated May 29, 2024 convening the Annual General Meeting.

Mr. Bhalchandra A. Nadkarni (DIN:08178769) was appointed as an Independent Director of the Company pursuant to Section149 of the Act, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (the Appointment Rules) at the 141 sAnnual General Meeting of the Company for a period of five years, i.e., from 25th July, 2019 to 24th July, 2024. He is due for retirement from the first term as an Independent Director on 24" July, 2024.

Based on recommendation of the Nomination and Remuneration Committee, the Board had re-appointed Mr. Bhalchandra R. Nadkarni (DIN:08178769) as an Independent Director, not liable to retire by rotation, for the second consecutive term of five years, i.e., from 25" July, 2024 to 24" July, 2029 (both days inclusive), subject to approval of the Members

A Notice proposing Mr. Bhalchandra R. Nadkarni for appointment to the office of Director at the ensuing Annual General Meeting has been received by the Company, as required by Section 160 of the Companies Act, 2013.

Mr. Bhalchandra A. Nadkarni being a Chartered Accountant in practice, has vast experience in finance and accounts and his re-appointment as Director is deemed to be in the interest of the Company.

Disclosure under Regulation 36(3) of the Listing Regulations, 2015 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Explanatory Statement.

Except Mr. Bhalchandra R. Nadkarni, none of the Directors, Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise in the said resolution.

The Board recommends the special resolution set out in Item No.3 of the Notice for the approval of the Members.

By Order of the Board of Directors For Thacker And Company Limited

Shefali Patel Company Secretary

Place: Mumbai

Date: 29th May, 2024

Registered Office: Bhogilal Hargovindas Building, Mezzanine Floor, 18/20, K. Dubhash Marg, Mumbai-400001, IndiaTel: 91-22-30213333 Fax: +91-22-43553345. Web-Site: www.thacker.co.in; E-mail:thacker@thacker.co.in; CIN: L21098MH1878PLC000033 Corporate Office: Jatia Chambers, 60, Dr.V. B. Gandhi Marg, Fort, Mumbai-400 001

ANNEXURETO AGM NOTICE

The Statement of disclosures pursuant to Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings is as under:

Name of the Director	Mr. Bhalchandra R. Nadkarni	Ms. Vrinda Jatia
DIN	08178769	06725427
Date of Birth	10.11.1967	27.03.1990
Qualifications	Chartered Accountant	Bachelor in Science
Brief Resume and Expertise in specific functional area of the Director	Mr. Bhalchandra R. Nadkarni, is a Chartered Accountant in practice and has vast experience in finance and accounts	Ms. Vrinda has experience in business administration and finance
Date of appointment in the Current Designation	25.07.2019	31.10.2013
Shareholding in the Company	NIL	NIL
Directorships in other Companies	NIL	Chem Mach Private Limited
Memberships! Chairmanship of Committees of other Companies	NIL	NIL
Inter-se relationship between Directors and other Key Managerial Personnel	Mr. Bhalchandra R. Nadkarni is not related with any Director and Key Managerial Personnel of the Company Director	Ms. Vrinda Jatia is a daughter of Shri Arunkumar Mahabirprasad Jatia
Number of Meetings of the Board attended during the financial year 2023-24	5(Five) Board Meetings	5(Five) Board Meetings
Details of remuneration last drawn during the financial year 2023-2024	N.A.	N.A.