Thacker & Co. Ltd. — AGM Information 2025

Aug 7, 2025

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7[th] August, 2025

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 147[th] 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 147[th] Annual General Meeting (“AGM”) of the Company to be held on Tuesday, 2[nd] September, 2025 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 https://www.thacker.co.in/general-meeting.php.

Thanking you,

Yours faithfully,

For Thacker And Company Limited

Siddhi Digitally signed by Siddhi Dilip Kul Date: 2025.08.07 Dilip Kul 15:58:56 +05'30' Siddhi Kul Company Secretary & Compliance Officer ICSI Membership No.: A76672 Encl.: As above.

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India Corporate Office: Jatia Chambers, 60 Dr. V.B.Gandhi Marg, Mumbai-400001, India Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in , E-mail: thacker@thacker.co.in CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7

ANNUAL REPORT 2024-2025

Notice is hereby given that the 147th (One Hundred Forty Seventh) Annual General Meeting ('AGM') of the Shareholders of THACKER AND COMPANY LIMITED ('the Company') will be held on Tuesday, 2nd day of September, 2025 at 11:30 a.m. (IST) 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, 2025, including the Audited Balance Sheet as at 31st March, 2025 and the Statement of Prot and Loss and Cash Flow Statement for the year ended on that date and the Reports of the Board of Directors and Auditors' thereon.

2. To appoint a Director in place of Shri Surendra Kumar Bansal (DIN: 00031115), who retires by rotation and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. the remaining tenure :

To consider and if thought t, to pass with or without modication(s) the following resolution as a Special Resolution :

"RESOLVED THAT in accordance with the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (the Act) and Rules made thereunder (including any statutory modications or re-enactment(s) 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 revision in remuneration of Mr. Raju Adhia, Manager and Chief Financial Ofcer at a monthly remuneration of Rs. 113,000 (in the scale of Rs. 113,000 p.m. – Rs. 150,000 p.m.) for remaining period of his tenure ending on, 31st March, 2027 with liberty to the Board of Directors to alter and vary the terms and conditions of the appointment and / or remuneration, subject to the same not exceeding the limits specied in Section 197 read with Schedule V of the Act including any statutory modication(s) or re-enactment thereof, for the time being in force.

RESOLVED FURTHER THAT any Director or the Key Managerial Personnel of the Company be and are hereby, severally, authorised to le 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.”

1. Appointment of M/s. Parikh & Associates, Company Secretaries (Firm Registration Number: P1988MH009800) as the Secretarial Auditors of the Company at the 147th Annual General Meeting for a term of 5 consecutive years.

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THACKER AND COMPANY LIMITED

To Consider and if thought t, to Pass with or Without Modication(S), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to Regulation 24A and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”) read with Circulars issued thereunder from time to time and applicable provisions of the Companies Act, 2013 (“the Act”) and Rules made thereunder [including any statutory modication 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 appointment of M/s. Parikh & Associates, peer revived rm of Company Secretaries in practice, (Firm Registration No. P1988MH009800); Peer Review Certicate number: 6556/2025 be appointed at the ensuing 147th Annual General Meeting as the Secretarial Auditors of the Company for a term of 5 consecutive years, to conduct the Secretarial Audit of ve consecutive nancial years respectively ending on 31st March, 2026, 31st March, 2027, 31st March, 2028, 31st March, 2029, 31st March, 2030 ('the Term') and to issue (i) the Secretarial Audit Report under Section 204 of the Act for the Term and (ii) the Secretarial Audit Reports under Regulation 24A(1)(a) of the Listing Regulations for the Term, at a remuneration to be determined by the Board of Directors of the Company (referred to as the Board which expression shall include any Committee thereof or person(s) authorized by the Board).

RESOLVED FURTHER THAT Shri Arun Kumar Jatia, Director of the Company be and is hereby authorized to x the remuneration and terms of appointment of M/s Parikh & Associates as Secretarial Auditor, in consultation with them.

RESOLVED FURTHER THAT any Director or the Key Managerial Personnel of the Company be and is hereby severally authorized on behalf of the Company to sign and le the necessary documents and e- form(s) with the Registrar of Companies, Mumbai, Maharashtra and to take all necessary steps to give effect to this resolution.

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

Arun Kumar Jatia Director DIN: 01104256

Place: Mumbai

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Date: 27 May, 2025

Registered Ofce: Bhogilal Hargovindas Building, Mezzanine Fl.18/20, K. Dubhash Marg, Mumbai400001, India. Tel: 91-22-43553333

Web-Site: www.thacker.co.in,E-mail: thacker@thacker.co.in CIN: L21098MH1878PLC000033 Corporate Ofce: Jatia Chambers, 60, Dr. V. B. Gandhi Marg, Fort, Mumbai-400 001.

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ANNUAL REPORT 2024-2025

NOTES

1. The Explanatory Statement, pursuant to Section 102 of the Companies Act, 2013 in respect of the above Item No. 3 & 4 is annexed hereto.

2. In compliance with the provisions of the Companies Act, 2013 read with Ministry of Corporate Affairs ("MCA") General Circular 09/2024 dated 19th September, 2024 read with Circular No. 20/2020 dated 05th May, 2020 and other relevant circulars (collectively referred to as "MCA Circulars"), the 147th 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 Ofce of the Company which shall be the deemed Venue of the "AGM" or "e-AGM".

3. 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.

4. e-AGM: The Company has appointed National Securities Depository Limited (NSDL) to provide Video Conferencing facility for the e-AGM.

5. PURSUANT TO THE PROVISIONS OF THE COMPANIES ACT, 2013, A MEMBER ENTITLED TO ATTEND AND VOTE AT THE AGM IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE 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.

6. 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/Power of Attorney/Authority letter, etc., authorising its representative to attend the e-AGM on its behalf and to vote through remote e-voting or during the e-AGM. The said Board Resolution/Authorisation shall be sent to the Scrutinizer through registered e-mail address to cs@parikhassociates.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.

7. The Members can join the e-AGM through Video Conferencing 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 rst-Come Firstserved basis as per the MCA Circular. However, this restriction shall 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 Stakeholders Relationship Committee, Share Transfer Approval Committee, Auditors etc.

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THACKER AND COMPANY LIMITED

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.

2. Pursuant to the provisions of the Companies Act 2013 and rules made thereunder and in compliance with the aforesaid MCA Circulars and SEBI Circulars and Regulation 36 of SEBI Listing Regulations, Notice of the e-AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Member(s) whose email addresses are registered with the Company/Depositories. Further, a letter providing the web-link, including the exact path, where complete details of the Annual Report is available is being sent to those Member(s) who have not so registered. The Company shall send the physical copy of the Annual Report 2024-25 only to those members who specically request for the same at thacker@thacker.co.in mentioning their Folio No./DP ID and Client ID. Members may note that the Notice calling the AGM and the Annual Report 2024-25 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.

3. Since the AGM will be held through VC, the Route Map is not annexed in this Notice.

4. 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 Tuesday, 26 th August, 2025 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.

5. The Register of Members and Share Transfer Books of the Company will be closed from Wednesday, 27th August, 2025 to Tuesday, 02nd September, 2025 (both days inclusive)

6. 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.in for the same.

7. 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 01st 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.

8. 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.

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ANNUAL REPORT 2024-2025

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 at thacker@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:

2. I. Voting through electronic means:

3. 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.

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• The remote e-voting period begins on Saturday, 30 August, 2025 at 9:00 a.m. and ends on Monday, 01st September, 2025 at 5:00 p.m. During this period Members of the Company, holding th

• shares either in physical form or in dematerialized form, as on the cut-off date i.e . Tuesday, 26 August, 2025 may cast their vote electronically. The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is 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 Tuesday, 26th August, 2025.

• 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 ., Tuesday, 26th August, 2025 may obtain the login ID and password by sending a request at evong@nsdl.co.in However, if he / she is already registered with NSDL for remote

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THACKER AND COMPANY LIMITED

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 cutoff date date i.e. Tuesday, 26th August, 2025 , 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: ACCESS TO 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 order to access e-Voting facility.

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ANNUAL REPORT 2024-2025

Login method for Individual shareholders holding securities in demat mode is given below:

Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 3. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.comeither on a Personal Computer or on 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.NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 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/Member' 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. NSDLand 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. Shareholders/Members can also download NSDL Mobile App“NSDL Speede”facility by scanning the QR code mentioned below for seamless voting experience.
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	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 e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSLwebsite www.cdslindia.comand click on login icon & New System Myeasi Tab and then user your existing my easi username & password. After successful login the Easi / Easiest user will be able to see the e-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 e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers' website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available onwww.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 e-Voting option where the evoting is in progress and also able to directly access the system of all e-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 NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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.

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THACKER AND COMPANY LIMITED

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Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022-4886 7000 Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free No. 1800 22 55 33

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ANNUAL REPORT 2024-2025

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. 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.

4. c) How to 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'.

5. (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

6. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

7. 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.

8. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

9. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

10. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e- Voting system of NSDL.

11. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

12. Now, you will have to click on “Login” button.

13. After you click on the “Login” button, Home page of e-Voting will open.

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THACKER AND COMPANY LIMITED

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.

2. 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”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. 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.evoting.nsdl.com to reset the password.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e- voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre at evoting@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@thacker.co.in

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ANNUAL REPORT 2024-2025

1. In case shares are held in demat mode: please provide DPID-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.in and also register the mail id with their Depository Participant

2. 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 .

1. Alternatively shareholder/members may send a request to evoting@nsdl.com for procuring user id and password for e-voting by providing above mentioned documents.

2. 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.

III. 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 THROUGH VC/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.

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THACKER AND COMPANY LIMITED

1. Members are encouraged to join the Meeting through Laptops for better experience.

2. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

3. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video 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.

4. 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.in The Speaker registration will be open from Friday, 22nd August, 2025 (9:00 a.m. IST) to Monday, 25th August, 2025 (5:00.p.m. IST).

Those Shareholders who have registered themselves as a speaker will only be allowed to express their views /ask 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.co.in / call on.: 022 - 4886 7000, 4th Floor, 'A' Wing, Trade World, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel, Mumbai 400 013.

V. OTHER INSTRUCTIONS:

1. Mr. P.N. 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.

2. 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 scrutiniser's report of the total votes cast in favor or against, if any, to the Chairman/ any authorized officer of the Company, who shall countersign the same.

3. The results declared along with the Scrutiniser's Report shall be placed on the Company's website www.thacker.co.in and on the website of NSDL www.evoting.nsdl.com and communicated to the BSE Limited, where Equity Shares of the Company are listed.

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ANNUAL REPORT 2024-2025

18. GENERAL INSTRUCTIONS AND INFORMATION FOR SHAREHOLDERS:

• A) We draw your attention to the SEBI Master circular no.SEBI/HO/MIRSD/POD-1/P/CIR/2024/37 dated 07th May, 2024, read with circular no. SEBI/HO/MIRSD/ POD-1/P/CIR/2024/81 dated 10th June, 2024 ('SEBI Circular'), whereby SEBI has mandated furnishing the following information by holders of securities in physical form:

• a. Valid PAN i.e. PAN linked with Adhaar

• b. Choice of nomination – registration by submitting Form SH-13 or Declaration to opt out nomination by submitting Form ISR-3

c. KYC Details that includes:

• i. contact details - i.e. present postal address with PIN code and mobile number in all cases and e-mail address for availing online services;

• ii. bank account details – i.e. bank and branch name, bank account number, IFSC code

• iii. specimen signature – by submitting duly attested Form ISR- 2:

The SEBI Circular further mandates that any service request or grievance shall be entertained or any payment, including payment of dividends, shall be made electronically to the security holders holding securities in physical form, only upon furnishing of the Valid PAN and the KYC Details, as mentioned above, against their respective folios. Kindly note that, pursuant to the SEBI circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated 10th June, 2024, the condition of furnishing or updating of 'Choice of Nomination' against your folio has been relaxed and any service request or grievance shall be entertained or payment of dividend etc. shall be made if all other mandatory information, except the Choice of Nomination, has been furnished.

However, the shareholders are encouraged, in their own interest, to provide or update the 'Choice of Nomination' against the folio for ensuring smooth transmission of securities. You are requested to forward the duly filled in Form ISR-1, Form ISR-2 and Form SH-13/Form ISR-3 along with the related proofs mentioned in the respective forms as the earliest. Kindly refer Note 23 to 25 hereunder.

B) Issuance of Securities in dematerialized form in case of Investor Service Requests:

We would further like to draw your attention to SEBI Master circular no. SEBI/HO/MIRSD/POD-1/P/ CIR/2024/37 dated 07th May, 2024. Accordingly, while processing service requests in relation to; 1) Issue of duplicate securities certificate; 2) Claim from Unclaimed Suspense Account and Suspense Escrow Demat Account; 3) Replacement / Renewal / Exchange of securities certificate; 4) Endorsement; 5) Sub-division / Splitting of securities certificate; 6) Consolidation of securities certificates/folios; 7) Change in name of the holder; 8) Transposition and 9) Transmission, 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 ISR-4/ ISR-5.

~~14~~

THACKER AND COMPANY LIMITED

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 & Share Transfer Agents i.e., M/s. Satellite Corporate Services Private Limited:

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	I Issue of duplicate securities certifcate
	ii. Claim from Unclaimed Suspense Account
	iii. Renewal / Exchange of securities certicate
	iv. Endorsement
	v. Sub-division / Splitting of securities certicate
	vi.Consolidation of securities certicates/folios
	vii. Transposition
	viii. Change in the name of the holder
12.	Transmission	Form No.: ISR	-5

A member needs to submit Form ISR-1 for updating PAN and other KYC details to the RTA of the Company. Member may submit Form SH-13 to le Nomination. However, in case a Member do not wish to le nomination 'declaration to Opt-out' in Form 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 Banker's attestation of the signature as per Form ISR-2 along-with the documents specied therein. Hence, it is advisable that the members send the Form ISR-2 along with the Form ISR-1 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/other information.php under the head “Updation of PAN, KYC & Nomination Details by Shareholders pursuant to SEBI Circular dated 03.11.2021” and from the website of the RTA at http://www.satellite corporate.com/

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ANNUAL REPORT 2024-2025

The Company in the month of September, 2024 has dispatched a separate communication letter to the holders of physical securities requesting them to update their KYC in record of Company/RTA.

C) Mode of submission of form(s) and documents

i. 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 Kurla Road, Safed Pool Sakinaka, Mumbai - 400072

ii. 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.com or upload KYC documents with e-sign on RTA's website at the link: http://www.satellitecorporate.com

iii. 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.

iv. 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.

v. 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 empanelled eSign 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.

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THACKER AND COMPANY LIMITED

• D) 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

Arun Kumar Jatia Director DIN : 01104256

Place: Mumbai Date: 27th May, 2025

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.

~~17~~

ANNUAL REPORT 2024-2025

ANNEXURE TO THE NOTICE

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following Explanatory Statement set out all the material facts relating to items of business as mentioned in Item no.3 & 4 in the accompanying Notice dated May 27, 2025 convening the Annual General Meeting.

ITEM NO. 3

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The members of the Company at their meeting held on 04 August, 2023, had appointed Mr. Raju R. Adhia as “Manager and Chief Financial Officer” of the Company for a period of three (3) years with effect from for remaining period of his tenure ending on to 31st March, 2027, with powers to the Board to make such variation or increase therein as may be thought fit from time to time, but within the ceiling/s laid down in the Companies Act, 2013 or any statutory amendment or relaxation thereof.

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The Nomination & Remuneration Committee at its meeting held on 27 May, 2025 recommended revision in remuneration of Mr. Raju Adhia for payment of Rs. 113,000 (in the scale of Rs. 113,000 p.m. – Rs. 150,000 p.m.) per month for remaining period of his tenure ending on 31st March, 2027, subject to other approvals if any required, in the absence of or inadequacy of profits in any financial year(s) during such period and which was further approved by the Board of Directors at their Meeting held on 27th May, 2025 subject to further approval of Members at the forthcoming Annual General Meeting. Mr. Raju R. Adhia is interested in the resolution set out at Item No. 3 of the Notice.

Except as mentioned above, none of the Directors, other Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise in the said resolution.

Additional information in terms of Sub-clause (iv) of the proviso to Sub-paragraph (B) Section II of Part II of Schedule V of the Companies Act, 2013 has been annexed to the Notice.

The Resolution at Item No. 3 of the Notice is recommended by the Board to be passed as Special Resolution

ITEM NO. 4

Pursuant to Section 204 of the Companies Act, 2013 ('the Act') the Company has to annex to its Board's Report a Secretarial Audit Report given by a practicing company secretary in the format as may be prescribed. Rule 9 of the Companies (Appointment and Remuneration) Rules 2014 prescribes Form MR-3 for the said Secretarial Audit Report. Further, Section 179 of the Act read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 provide that the appointment of Secretarial Auditor shall be made by the Board at the meeting of the Board.

SEBI vide its notification dated 12th December, 2024 amended Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (the Listing Regulations). The Amended regulation read with the SEBI circular no. SEBI/HO/CFD/CFDPoD-2/CIR/P/2024/185 dated 31st December, 2024 (the Circular) have inter-alia prescribed the term of appointment/re-appointment, eligibility, qualifications and disqualifications of Secretarial Auditor of a Listed Company.

~~18~~

THACKER AND COMPANY LIMITED

As per the amended Regulation 24A of the Listing Regulations, the Company is required to undertake Secretarial Audit by a Secretarial Auditor who shall be a Peer Reviewed Company Secretary and annex a Secretarial Audit Report in such form as specified by SEBI, with the annual report of the Company.

st

Pursuant to the amended Regulation 24A of the Listing Regulations, w.e.f. 01 April, 2025, every Listed Company on the recommendation of the Board of Directors shall appoint or re-appoint (i) an Individual as Secretarial Auditor for not more than one term of five consecutive years or (ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five consecutive years with the approval of its shareholders in its Annual General Meeting.

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In accordance with the above, the Board of Directors at its meeting held on 27 May, 2025 considered, approved and recommended to the Shareholders of the Company for their approval, the appointment of M/s. Parikh & Associates, Company Secretaries (Firm Registration Number: P1988MH009800) as Secretarial Auditors of the Company at the ensuing 147th Annual General Meeting for a term of 5 consecutive Years, to conduct Secretarial Audit of five consecutive financial years respectively ending on ending on 31st March, 2026, 31st March, 2027, 31st March, 2028, 31st March, 2029, 31st March, 2030 (the Term) (ii) such other certificates or reports or opinions which can be issued by the Secretarial Auditors under Applicable Laws.

M/s. Parikh & Associates have consented to the said appointment and confirmed that their appointment, if made, would be within the limit specified by the Institute of Companies Secretaries of India. They have further confirmed that they are not disqualified to be appointed as Secretarial Auditors in term of provisions of the Companies Act, 2013, the Companies Secretaries Act, 1980 and Rules and Regulations made thereunder and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and the Circular.

Brief profile of M/s. Parikh & Associates, Company Secretaries in practice as under:

M/s. Parikh & Associates, Company Secretaries is a well-known firm of Practicing Company Secretaries founded in 1987 and based in Mumbai. Renowned for its commitment to quality and precision, the firm has been Peer Reviewed and Quality Reviewed by the Institute of Company Secretaries of India (ICSI), ensuring the highest standards in professional practices. Parikh & Associates has a team of 35 members including 10 partners and focused on providing comprehensive professional services in corporate law, SEBI regulations, FEMA compliance, and allied fields, delivering strategic solutions to ensure regulatory adherence and operational efficiency. The firm provides its services to various prominent companies and their expertise has earned the trust of Industry leaders across sectors like banking, manufacturing, pharmaceuticals, and public utilities.

Other disclosures

No order has been passed by ICSI/SEBI/MCA/any other competent authority/Court, both in India or outside India, in past 5 years against the proposed secretarial auditor.

M/s. Parikh & Associates did not have any association with the Company, its holding or subsidiary companies or any of the Promoter or Promoter Group entities during the last three financial years except in the capacity of Secretarial Auditor.

~~19~~

ANNUAL REPORT 2024-2025

The Board after taking into account the qualification and experience of M/s. Parikh & Associates and the certificate submitted by them, was of the opinion that they are qualified to be appointed as the Secretarial Auditors of the Company in accordance with the Listing Regulations and the Circular, the qualification and experience of M/s. Parikh & Associates is commensurate with the size and requirements of the Company and have accordingly recommended their appointment as the Secretarial Auditors for the term, as set out in the proposed resolution, to the members of the Company.

It is further proposed that the remuneration to be paid to the Secretarial Auditor for issuing the Secretarial Audit Report and other report, certificates or opinions as the Board may approve to obtain from the Secretarial Auditors, may be determined, from time to time, by the Board or any committee of the Board or any officer of the Company authorised by the Board in this regard.

In addition to the remuneration, the Secretarial Auditor shall be entitled to receive the out of pocket expenses as may be incurred by them during the course of the Audit or issuance of any other certificate or report or opinion. The consent cum certificate and Peer Review Certificate received from M/s. Parikh & Associates, and the letter of engagement inter-alia containing the terms of engagement including remuneration shall be available for inspection by the members in electronic form up to the date of Annual General Meeting. The members seeking to inspect these documents may send an email request to thacker@thacker.co.in.

None of the Directors, Key Managerial Personnel of the Company and their relatives are concerned or interested, monetarily or otherwise in proposed Ordinary Resolution.

The Resolution at Item No. 4 of the Notice is recommended by the Board to be passed as an Ordinary Resolution

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

Arun Kumar Jatia

Director DIN: 01104256

Place: Mumbai

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Date: 27 May, 2025

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

~~20~~

THACKER AND COMPANY LIMITED

ANNEXURE TO 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. Surendra Kumar Bansal
DIN	00031115
Date of Birth	19.12.1959
Qualications	Bachelor of Commerce, Chartered Accountant,CompanySecretary
Brief Resume and Expertise in specic functional area of the Director	Mr. S. K. Bansal has over 39 years of wide and varied experience in nance, accounts, corporate laws and taxation matters
Date of appointment in the Current Designation	10.01.1991
Shareholdingin the Company	NIL
Directorships in other Companies	1) Listed Companies: AMJ Land Holdings Limited Pudumjee Paper Products Limited 2) Unlisted Companies: Biodegradable Products India Limited AMJ RealtyLimited
Memberships/ Chairmanship of Committees of Other Companies*	AMJ Land Holdings Limited i) i) Stakeholders’ Relationship Committee Stakeholders’ Relationship Committee Pudumjee Paper Products Limited
Inter-se relationship between Directors and other Key Managerial Personnel	N.A.
Number of Meetings of the Board attended duringthe nancialyear 2024-2025	3 (Three) Board Meetings
Details of remuneration last drawn during the nancialyear 2024-2025	N.A.

*Committees considered are Audit Committee and Stakeholders' Relationship Committee

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ANNUAL REPORT 2024-2025

Information pursuant to the requirements of paragraph (B) (iv) of Section II of Schedule V to the Companies Act, 2013 concerning remuneration payable to Mr. Raju R. Adhia, Manager and Chief Financial Officer, is furnished herein below:

nancial Offcer, is furnished herein below:	nancial Offcer, is furnished herein below:	nancial Offcer, is furnished herein below:	nancial Offcer, is furnished herein below:
I. General Information :
Nature of Industry		Real Estate and Other Financial Services
Date or expected date of commencement of commercial production		Not applicable
In case of new Companies, expected date of commencement of activities as per project approved by nancial institutions appearing		Not applicable
in theprospectus
Financial Performance based on given indicators		Turnover	Rs. 6,32,34,224
(As on March 31, 2025)		Reserves	Rs. 49,09,52,352
		Prot after tax	Rs. 35332040
			,,,
		EPS	Rs. 32.48
Foreign investments or collaborators, if any		Not applicable
II Information about the Aointee:
. pp
Name of the Aointee		Raju R Adhia
pp		.
Background details		Mr. Raju R. Adhia, age 64 years, holds a Bachelor Degree in Commerce and has more than 31 years of experience in business administration and development. He had joined the Company as a Business Development Manager in August 2004.
Past/	~~Existing Re~~muneration	Rs. 1,03,000per month.(Approximately)
Recognition or Awards		NIL
Job Prole and his suitability		As the Manager, Mr. Raju R. Adhia is responsible for overall day-to-day business administration and development of the Company under the supervision, control and guidance of the Board of Directors.
Remuneration proposed		In the scale of Rs. 113,000 p.m. - Rs. 150,000 p.m.
Comparative remuneration prole with respect to industry, size of the Company, prole of the position and person (incase of expatriates the relevant details would be with respect to the country of his origin)		Whilst there exists no such comparison in terms of Company’s size and nature of its operations, the remuneration proposed is in line with the remuneration of similar occupants in some of the Companies in the Industry & general trend in this regard.
Pecuniary relationship directly or indirectly with the Company, or relationship with the managerial personnel, if any.		1) Remuneration details of Mr. Raju R Adhia have been provided in the Explanatory Statement in the Notice. 2) Mr. Raju R. Adhia has no relationship
III. Other information :
Reasons of loss or inadequate prots		The proposed remuneration is not falling within the limits specied under Section 197 of the Companies Act, 2013.
Steps taken or proposed to		Not Applicable
Expected increase inproductivityandprots in measurable terms.		Not Applicable
IV. Disclosures:
All elements of remuneration package such as salary, benets, bonuses, stock options, pension etc., of all the directors		No Director was paid any remuneration other than sitting fees during Fy 2024-25.
Details of xed component and performance linked incentives along withperformance criteria		Not applicable
Service contracts, notice period, severance		Not applicable
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

~~22~~