Thacker & Co. Ltd. — Annual Report 2021

Jun 9, 2021

09th June, 2021

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

Ref: Scrip Code- 509945

Dear Sir/Ma'am,

Sub: Outcome of Board Meetinq

Pursuant to Regulation 30, read with Part A of Schedule lii and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have enclosed the following statements for the quarter and year ended 31St March, 2021, which are approved and taken on record by the Board of Directors at their meeting held on 09th June, 2021.

• (a) Statement of Standalone and Consolidated Audited Financial Results for the quarter and year ended 31st March, 2021 along with the Auditors Report
• (b) Statement of Assets and Liabilities for the period ended 31St March, 2021.
• (c) No dividend was recommended by the Board of Directors for the year 2020-2021.
• (d) Declaration pursuant to Regulation 33(3)(d) as amended by the SEBI (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2016.

The meeting commenced at 11:30.A.M. and concluded at 12:30.P.M.

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, Web-Site: www.thacker.co.in , E-mail: thacker@thacker.co.in CIN No. : L21098MH1878PLC000033

GST No. : 27AAACT3200A1Z7

BELLEVILLE

THACKER AND COMPANY LIMITED
CIN: L21098MH1878PLC000033
Tel. No.: 91-22-43553333 E-Mail: thacker@thacker.co.in Website: www.thacker.co.in
Tel. No. : 91-22-43553333 E-Mail: thacker@thacker.co.in Website: www.thacker.co.in

Statement of Standalone and Consolidated Audited Financial Results for the Quarter and Year ended 31st March, 2021

										(Rs. in lakhs, unless otherwise stated)
				Standalone					Consolidated
	Particulars		Quarter Ended			Year ended		Quarter Ended			Year ended
		31.03.2021	31.12.2020	31.03.2020	31.03.2021	31,03,2020	31.03.2021	31.12.2020	31.03.2020	31.03.2021	31.03.2020
		(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)	(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
$\blacktriangleleft$	Income from operation
a	Net sales / income from operations	57.16	46.35	46.96	214.91	165.42	199,67	128.08	127.73	532.74	469.74
ь	Other Operating Income	47.57	62.72	90.47	204.10	295.45	49.40	64.52	94.13	212.13	306.48
	Total Income from operations (net) [1a + 1b]	104.73	109.07	137.43	419.01	460.87	249.07	192.60	221.86	744.87	776.22
$\overline{\mathbf{z}}$	Expenses
a	Purchases of stock-in-trade	۰	٠	$\bullet$	۰		70.20	32.89	31.22	163.90	149.51
b	Changes in inventories of stock in trade			۰	۰	7.64	9.60	13.62	12.38	11.84	18.27
c	Employee benefits expense	2.38	4.43	5.32	16.07	21.84	9.87	7.07	11.80	30.81	34.78
	Depreciation and amortisation expense	48.66	48.66	52.36	194.68	209.93	49.47	49.47	53.37	197.88	213.03
	Finance cost	0.03	0.02	2.34	2.01	14.98	0.40	0.29	2.47	2.95	16.77
	Other expenses	7,89	9,46	8,90	54.05	53.57	26.61	25,09	29.46	115,91	124.67
	Expenses [sum of (a) to (g)]	58,96	62.57	68,91	266,81	307.96	166,15	128,43	140,70	523.29	557.03
з	Profit/(Loss) before Tax (1-2)	45.77	46,50	68,51	152.20	152.91	82.92	64.17	81.16	221.58	219.19
4	Tax expense	11.28	8.66	9.61	34.12	15.78	21.23	13.09	17.54	52.18	32.85
	Net Profit from Ordinary Activities After Tax (3-
5	4)	34,49	37,84	58.91	118,08	137.13	61.69	51.08	63,62	169,40	186,34
6	Extraordinary Items
	Net Profit for the period (5+6)	34.49	37.84	58,91	118,08	137.13	61,69	51,08	63.62	169,40	186,34
	Share of profit / (loss) of associates						289.33	31.00	127.56	506.54	548.24
	Net profit after taxes and share of profit / (loss)
9	of associates (7+8)	34.49	37.84	58.91	118,08	137.13	351.02	82.08	191.18	675.94	734.57
10	Other comprehensive income
	- Changes in fair value of FVOCI equity
	instruments	(65.52)	103.58	(58.47)	138.61	(181.96)	(89.69)	152.43	(78.78)	198.24	(245.18)
	-Share of changes in fair value of FVOCI equity instrument from associate
	- Remeasurements of post-employment benefit					٠	26.76	101.53	(12.07)	161.32	(50.02)
	oligations	٠		٠	٠		٠
						٠		٠		٠
	- Share of Remeasurements of post-employment
	benefit obligations from associate						13,11	4.00	(23.43)	7.38	(19.47)
	Other comprehensive income for the period	(65.52)	103,58	(58.47)	138.61	(181.96)	(49.82)	257.96	(114.29)	366.94	(314.68)
	Total comprehensive income for the period
11	$(9+10)$	(31.03)	141.42	0.44	256.69	(44.83)	301.20	340.04	76.89	1,042.88	419.89
	Paid up Equity Share Capital (face value Re. 1 per
12	share)	10.88	10,88	10,88	10.88	10,88	10,88	10,88	10.88	10.88	10,88
13	Reserves excluding Revaluation reserves as per
	audited balance sheet of previous accounting year	٠	٠	٠	1,255.30	998.61	×	۰	٠	7,110.45	6,070.33
14	Earnings Per Share (EPS) (not annualised):
	(Basic & Diluted)	3.17	3.48	5.41	10.85	12.60	32.26	7.54	17.57	62.13	67.52
		3.17	3.48	5.41	10.85	12.60	32.26	7.54	17.57	62.13	67.52

		Segment Reporting for the Consolidated Audited Financial Results for Quarter and Year ended 31st March, 2021
				Standalone					Consolidated	(Rs, in lakhs, unless otherwise stated
			Quarter Ended		Year ended			Quarter Ended		Year ended
	Particulars	31.03.2021	31.12.2020	31.03.2020	31.03.2021	31.03.2020	31.03.2021	31.12.2020	31,03,2020	31,03,2021	31.03.2020
		(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)	(Audited)	(Unaudited)	(Audited)	(Audited)	(Audited)
	Segment Revenue
	a. Investment & Finance	1.52	0.97	39.58	4.19	81.10	1.52	0.97	39.58	4.19	81.10
	b. Business Centre	103.21	92.40	97.85	399.12	369.02	103.21	92.40	97.85	399.12	369.02
	c. Trading Business
	-Scanners & related Products	۰	٠	۰	٠		144.34	83.53	84.43	325.86	315,35
	-Others	۰		۰
	d. Other Unallocables	۰	15,70		15.70	10.75		15.70		15.70	10.75
	Net Sales/Revenue from Operation	104,73	109.07	137.43	419.01	460.87	249.07	192.60	221.86	744.87	776.22
2	Segment Results Profit before Interest & Tax
	a. Investment & Finance	(2.43)	(2.95)	36.11	(10.21)	67.04	(2.43)	(2.95)	36.11	(10.21)	67.04
	b. Business Centre	51.69	39.11	42.04	162.49	129.21	51.69	39.11	42.04	162.49	129.21
	c. Trading Business
	-Scanners & related Products	٠		۰	$\bullet$		37.52	17.94	12.77	70.32	68.07
	-Others	(0.53)	(0.34)		(0.88)	(15.12)	(0.53)	(0.34)		(0.88)	(15.12)
	d.Add/Less: Other Unallocables	(2.93)	10.70	(7.30)	2.81	(13.24)	(2.93)	10.70	(7.30)	2.81	(13.24)
	Total Segment Result	45.80	46,52	70.85	154.21	167,89	83,32	64.46	83,63	224.53	235,96
	Less : e) Interest / finance cost	0.03	0.02	2.34	2.01	14,98	0.40	0.29	2.47	2.95	16.77
	Total Profit/ (Loss) Before Tax	45.77	46.50	68,51	152.20	152,91	82.92	64.17	81.16	221.58	219.19
3	Capital Employed (Segment Assets-Segment Liabilities)
	a. Investment & Finance	1,051.04	1,059.79	780.22	1,051.04	780.22	6,739.72	6,443.45	5,727.29	6,739,72	5,727.29
	b. Business Centre	1,943.78	2.016.51	2,096.14	1,943.78	2,096.14	1,943.78	2.016.51	2,096,14	1,943,78	2,096.14
	c. Trading Business
	-Scanners & related Products				۰	٠	166.47	140.99	124.64	166,47	124.64
	-Others	28.08	28.65	(5.35)	28.08	(5.35)	28.08	28.65	(5.35)	28.08	(5.35)
	d. Unallocated	(3.59)	(8.56)	75.81	(3.59)	75.81	(3.59)	(8.56)	75.81	(3.59)	75,81
	Total Capital Employed	3,019.31	3,096.39	2,946.82	3,019,31	2,946.82	8,874.46	8,621.04	8,018.54	8,874.46	8,018.54

DECISION CONTINUES

Kiter

医学 经产

Statement of Assets and Liabilities as at 31st March, 2021
			(Rs. in lakhs, unless otherwise stated)
PARTICULARS		STANDALONE	CONSOLIDATED
	31.03.2021	31.03.2020	31.03.2021	31.03.2020
	(Audited)	(Audited)	(Audited)	(Audited)
ASSETS
Non-current assets
a. Property, plant and equipment	2,048.71	2,242.99	2,057.57	2,255.04
b. Intangible Assets	0.14	0.55	0.14	0.55
d. Financial assets
i. Investments	872.65	718.92	6,561.33	5,665.99
e. Deferred tax assets (net)	5.22	4.23	7.46	6.48
f. Income tax assets (net)	11.19	85.33	7.22	80.27
Total non-current assets	2,937.91	3,052.02	8,633.72	8,008.33
Current assets
a. Inventories	14.96	14.96	27.64	39.48
b. Financial assets
i. Investments	54.17		54.17
ii. Trade receivables			80.25	31.19
iii. Cash and cash equivalents	125.09	61.03	255.74	205.53
iv. Other financial assets	3.20	3.19	4.08	3.81
c. Other current assets	0.03	9.98	30.09	13.39
Total current assets	197.45	89.16	451.97	293.40
TOTAL ASSETS	3,135.36	3,141.18	9,085.69	8,301.73
EQUITY AND LIABILITIES
a. Equity
Equity share capital	10.88	10.88	10.88	10.88
b. Other equity Reserves and surplus	2,862.76	2,928.88	8,663.36
Other Reserves	145.67	7.06	200.22	8,164.89 (157.23)
	3,019.31	2,946.82	8,874.46	8,018.54
Total equity LIABILITIES
Non-current liabilities
a. Financial Liabilities
b. Employee benefit obligations
c. Deferred tax liabilities
d. Other non current liabilities
Total non-current liabilities		٠	٠
Current liabilities
a. Financial liabilities
i. Trade payables
- Dues to micro and small enterprises			0.36
- Dues other than micro and	8.10	6.41	71.72	72.57
small enterprises
- Dues to related parties		0.13		0.13
ii. Other financial liabilities	96.59	175.07	96.63	175.07
b. Provisions	7.48	7.48	14.69	13.23
c. Employee benefit obligations	0.26	3.35	0.26	3.35
d. Other current liabilities	3.62	1.92	27.57	18.84
Total current liabilities	116.05	194.36	211.23	283.19
Total liabilities	116.05	194.36	211.23	283.19
TOTAL EQUITY & LIABILITIES	3,135.36	3,141.18	9,085.69	8,301.73

	Statement of Standalone Cash flow for the half year ended 31st Mar, 2021
		(Rs. in lakhs, unless otherwise stated)
	Particulars	As at	As at
		31.03.2021	31.03.2020
A.	CASH FLOW FROM OPERATING ACTIVITIES:
	Profit / (Loss) before Extraordinary Items & Tax	152.20	152.91
	Add / (Less) Adjustments for:
	Depreciation and amortisation expense	194.68	209.93
	Rental income & Licence Fees	(186.71)	(147.31)
	Amortisation of Revaluation reserve	(184.20)	(203.55)
	Dividend income		(77.05)
	Operating profit before working capital changes	(24.03)	(65.06)
	Add/(Less) Adjustments for:
	(Increase) / decrease in Trade & Current Asset	9.93	5.47
	(Increase) / decrease in Inventories		7.64
	Increase / (decrease) in Current Liabilities	(20.10)	(3.65)
	Cash Generated from/(Used in)Operations	(34.20)	(55.61)
	Direct Taxes Paid / (Refund)	39.04	(2.82)
	NET CASH GENERATED FROM/(USED IN) OPERATING ACTIVITIES [A]	4.84	(58.43)
В.	CASH FLOW FROM INVESTING ACTIVITIES:
	(Purchase) of Investment	(110.15)
	Sale of Investment	40.86
	Rental Income	186.71	147.31
	Dividend Income		77.05
	Profit on sale of Investment
	NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES: [B]	117.42	224.35
С.	CASH FLOW FROM FINANCING ACTIVITIES:
	Proceeds from Intercorporate deposit	1.36	3.00
	Repayment of Intercorporate deposit	(59.56)	(171.05)
	NET CASH GENERATED FROM /(USED IN) FINANCING ACTIVITIES: [C]	(58.20)	(168.05)
	Net increase in Cash and Cash equivalents [A+B+C]	64.06	(2.13)
	Cash and Cash Equivalents At The Beginning Of The Year	61.03	63.16
	Cash And Cash Equivalents At The End Of The Year	125.09	61.03

	Statement of Consolidate Cash flow for the half year ended 31st Mar, 2021
		(Rs. in lakhs, unless otherwise stated)
	Particulars	As at	As at
		31.03.2021	31.03.2020
A.	CASH FLOW FROM OPERATING ACTIVITIES:
	Profit / (Loss) before Extraordinary Items & Tax	221.58	219.19
	Add / (Less) Adjustments for:
	Depreciation and amortisation expense	197.88	213.04
	Rental income & Licence Fees	(186.71)	(147.31)
	Amortisation of Revaluation reserve	(184.21)	(203.55)
	Dividend income		(79.44)
	Provision for Exchange rate difference		2.00
	Operating profit before working capital changes	48.54	3.93
	Add/(Less) Adjustments for:
	(Increase) / decrease in Trade & Current Asset	(66.04)	59.10
	(Increase) / decrease in Inventories	11.84	18.27
	Increase / (decrease) in Current Liabilities	(13.75)	(36.15)
	Cash Generated from/(Used in)Operations	(19.41)	45.16
	Direct Taxes Paid / (Refund)	19.89	(10.72)
	NET CASH GENERATED FROM/(USED IN) OPERATING ACTIVITIES [A]	0.48	34.44
B.	CASH FLOW FROM INVESTING ACTIVITIES:
	(Purchase) / Sale of Fixed Assets		(9.75)
	(Purchase) of Investment	(119.64)	(78.56)
	Sale of Investment	40.85
	Rental Income	186.72	147.31
	Dividend Income		79.44
	Profit on sale of Investment
	NET CASH GENERATED FROM / (USED IN) INVESTING ACTIVITIES: [B]	107.93	138.43
c.	CASH FLOW FROM FINANCING ACTIVITIES:
	Proceeds from Intercorporate deposit	1.36	3.00
	Repayment of Intercorporate deposit	(59.56)	(203.51)
	NET CASH GENERATED FROM /(USED IN) FINANCING ACTIVITIES: [C]	(58.20)	(200.51)
	Net increase in Cash and Cash equivalents [A+B+C]	50.21	(27.63)
	Cash and Cash Equivalents At The Beginning Of The Year	205.53	233.16
	Cash And Cash Equivalents At The End Of The Year	255.74	205.53

Carried

• 1. The above financial results were reviewed and recommended by the Audit Committee and taken on record by the Board of Directors held June 09,2021.
• The Statutory auditors have carried out the audit for the year ended March 31, 2021. Figures for the quarter ended March 31, 2021 and March 31, 2020 $2.$ are the balancing figures between audited figures in respect of the full financial year and published year to date figures upto the third quarter of the respective financial year.
• Pursuant to an application made by the Company to Reserve Bank of India ('RBI'), for voluntary surrender of its Non-Banking Finance Institution $3.$ ('NBFI') license, RBI vide Order dated November 30, 2018 ('Order') has cancelled its Certificate of Registration as a NBFI, with effect from date of the Order.
• Consequent upon surrender of NBFC license, as aforesaid, these statements have been prepared in accordance with the Companies (Indian 4. Accounting Standards) Rules, 2015 (Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies to the extent applicable.
• 1. The COVID-19 outbreak has developed rapidly in India and across the globe. Measures taken by the Government to contain the virus, like lock-downs and other measures, have affected economic activity and caused disruption to regular business operations. The Company has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amounts of all assets and liabilities including receivables, loans, investments and inventories. While the Management has evaluated and considered the possible impact of COVID-19 pandemic on the financial statements, given the uncertainties around its impact on future economic activity, the impact of the subsequent events is dependent on the circumstances as they evolve.
• The consolidated financials results include results of :-6.

Name	Relationship
Fujisan Technologies Limited	Subsidiary Company
AMJ Land Holdings Limited	Associate Company
Pudumjee Paper Products Limited	Associate Company

• The figures for the previous period have been recast/ regrouped wherever necessary to confirm to current period's presentations. 7.
• The Company is not 'Large Corporate' as on 31st March, 2021 as per criteria provided in SEBI circular dated 26-11-2018. 8.

For Thacker and Company Limited

$\epsilon_{0n}$

Mumbai

Place: Mumbai Date: 09th June, 2021

Notes:

Arun Kumar Jatia (Director)

Independent auditor's report

To The Members of THACKER AND COMPANY LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Thacker And Company Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including other comprehensive income) and the Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the profit & Loss statement, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board's Report including Annexures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the standalone financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Page 1 of 8

Management's Responsibility for the Standallone Finsadot Statements

The Company's Board of Directors is responsible fix the matters stated in section 134(5) of the Act with respect to the preparation of these staida\$one financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of th. Company and for preventing and di. tei.tsrlg frauds and other irregularities selection and application of appropriate accounting policies making judgments and etiniates that are reasonable and prudent; and design, implementation and maintenance of adequate in.tethat financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the pri.pardtion and presentation of the standalone financial statements that hive a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related so ing concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so

ilic Board of Directors are responsible for overseeing the Company's financial reporting process.

Auditor's Kesponsibllltes for the Audit of the Stsndakrne Financial Statements

out objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud ore, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordamt with SM will always detect a matcrtat misstatement when it exist-,. Misstatements can arise from fraud or error and are considered material it individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis o these 'standalone financial statements.

As pan of an audit in accordance with SM. we exercise professional judgment and maintain professional skepticism ihrougiuiul the audit. We also:

• identify and assess the risks of material niiasiatctnent of the standalone financial sthtemnts, whether due to fraud or error. design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion forgery, intentional omissions misrepresentations or the override of internal control.
• a Obtain an understanding ot' internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances tinder section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal ftnandal controls system in place and the operating effectiveness of such controls.
• a Evaluate the appropriateness of accounting ptmlleks used and the reasonableness of accounting estimates and related disclosures made by management.

Page 2 of 8

• Conclude on the appropriateness of managcmnt s use of the going concern basis of accounting and based on the audit (vldLnce obtained whether it material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern, If we conclude that a material uncertainty exists we,-wt. required to draw attention in our auditor's report to the related dtsclosurcs in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report, i-Jowever, future events or conditions may cause the Company to cease to continue as a going conern
• • Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosure, and whether the standaloric financial statements represuit the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.

We consider quantitative materiality and qualitative factors tn(i) planning the scope of our audit work and in evaluating the results of outwork; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We cominunicale with those charged with governance regarding, among other matters the planned scope and tuning of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied w ith. relevant ethical requirements regarding independence, and to communicate with them all relationships and oilier flatters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances we detei'mine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such coinniunication.

Report on Other Legal and ROplatery Requirement

• fl As required by Section 143(3) of the Act, based on our audit we report that
• a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes 01 our audit.
• hi In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
• c)'The Balance Sheet the Statement of Profit and Loss including Other Comprehensive Income Statement oiChanges in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.
• d) In our opinion the aforesaid Standalone financial statements comply with the AS specified under Section 131 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
• e) On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors isdisqualitiud as on March 31, 2021 from being appointed as a director in terms of Section 164 (2) oldie Act.

Page 3 of 8

• 1) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operattnt, effectiveness of such controls refer to our separate Report in Ann&iwri. A Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting.
• X) With resp.0 to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act, as amended: in our opinion and to the best of our infoiniation and according to the explanations given to us. the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
• h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule II of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
• I) The Company has disclosed the impact of pending litigations on Its financial position in its standalone financial statements.
• ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
• iii) [here has been no delay in transferring amounts required to be transferred., to the Investor Education and Protection Fund by the Company.
• 2 As required by the Companies (Auditor's Report) Order, 2016 ("the Or(er") issued by the Central Government in terms of Section 143(11) of the Ad, we give in Annexun. B a statement on the matters specified in paragraphs 3 and 4 of the 0rder.

For and on behalf of ADV & Associates Chariercd Accountants FRN.128045W

7¼'

Prakash Mandhaniya Putiier Membership No.: 421679 Place: Mumbai DatetL 0916 June 2021 tiDIN: 2 142 l679AAAAt3P4423

Pane 4 of 8

Annesure "A" to the Independent Auditor's Report

(Rcierrtd to in paragraph 1(f) under 'Report on Other Legal and Regulatory Requirements' section of our r iOfl to the Meinbci of The TUACK.ER AND COMPANY LIMITED of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controlsover financial reporting of The IHACKER AND COMPANY LIMITED ("the Company") as of March 31 • 2021 in conjunction with our audit of the standalone financial statements of the Company for the ew ended on that date.

Management's Responsibility for internal Financial Controls

The Board of-Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal ftnancial controls that were operating effectively for ensuring the orderly and efficient conduct of itS business including adherence , to respective company's policies, the saltguardmg of its assets the prevention and detection of frauds and errors, the accuracy and completeness or the accounting records and the (iracly preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over I qumneial Reporting (the "Guidance Note") issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and pcthirm the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated eflbctively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists. and testing and evaluating the design and operating effectiveness at internal control based on the assessed risk,.

The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Page 5of8

801, tvp', '4t':. - . Road, Jf t.t11k flower 5, i 4 Ar,h.r i M, nb 4e0 Mb. +9 19167664,141. I20s991 '. ,.i se

Meaning or internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide r iionable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial , reporting includes those policies and procedures that (1) pertain to the maintenance of records that., in reasonable detail, accurately and fitirly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposition of the company's assets chat could have a material effect on the financial statements.

Limitations of internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected.

Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over fmancial reporting may become inadequate because of changes in conditions or that the degree ot' compliance with the policies or procedures may deteriorate

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31. 2021, based on the internal control over financial reporting i.Tneria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Instituti. of hartered Accountants of India

For and on behalf of ADV & Associates Chartered Accountants FRN 128045W

r' ek Pt"

Prakash Mandhaniya Partner Membership No,: 421679 Place: Mumbai Dated: 091 June 2021 (JDfN: 21421 679AAAABP4423

Page Got 8

Annexure 'B' to the Independent Auditor's Report

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements' section of our report to the Members of The Thacker And Company Limited of even date)

• i) In respect of the Company's fixed assets :
• a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
• b) The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
• c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds / registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are leasehold, are held in the name of the Company as at the balance sheet date.
• ii) The Company has a program of verification to cover all the items of inventories in a phased manner which, in our opinion. is reasonable having regard to the size of the Company. According to the information and explanations given to us, no material discrepancies were noticed on such verification.
• iii) According the information and explanations given to us, the Company has not granted secured unsecured loans to bodies corporate, firms, LLP or other parties covered in the register maintained under section 189 of the Companies Act, 2013. Accordingly, reporting under this clause is not applicable to the company.
• iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
• v) The Company has not accepted deposits during the year and does not have any unclaimed deposits as at March 31, 2021 and therefore, the provisions of the clause $3$ (v) of the Order are not applicable to the Company.
• vi) The maintenance of cost records has not been specified by the Central Government under section 148(1) of the companies Act, 2013 for the business activities carried out by the Company. Thus reporting under clause 3(vi) of the order is not applicable to the company.
• vii) According to the information and explanations given to us, in respect of statutory dues :
• a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues applicable to it with the appropriate authorities.
• b) There were no undisputed amounts payable in respect of Provident Fund, Employees' State Insurance, Income Tax, Goods and Service Tax, Customs Duty, Cess and other material statutory dues in arrears as at March 31, 2021 for a period of more than six months from the date they became payable.

Page 7 of 8

801, Empress Nucleus, Gaothan Road, Off. Little Flower School, Andheri (E), Mumbai - 400069 9167664141/9029059911 + Email:advas

• ) According to the information and explanations given to us, there are no dues of income tax, duty of excise and service lax and value added tax have not been deposited with the appropriate authorities on account of any dispute.
• viii)According to the records of the company examined by us and the inlbnnation and explanations given to us, the company has not defaulted in repayment of loan and borrowings to a bank. The Company has not taken loans from the government and financial institution nor has it issued any debentures.
• ix) the Company has not raised moneys byway of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause) (ix) of the Order is not applicable to the Company
• To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company or no material fraud on the Company by its officers or employees has been noticed or reported during the year.
• xi) In our opinion and according to the information and explanations given to us, the Company has paid! provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
• xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the Order is not applicable to the (onipairy
• xiiiUn ouropinion and according to the information and explanations given tout, the Company is in compliance with Section 177 and 188 of the Companies Act. 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards
• xi'.) During the year. the Company has not made any preferential allotment or private Placement of shares or tully or partly paid convertible debentures and hence reporting under clause) (xiv) of the Order is not applicable to the Company.
• xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act 2013 arc not applicable to the Company,

xvi Thc company is not required to be registered under section 454A of the Reserve Rank of India Act, 1934.

For and on behalf of A.DV & Associates Chartered Accountants FRN. 128045W

qx Prakash Mandhanlya Partner Membership Nrs:42 1679 Place: Mumbai Dated: 9 June 2021 1.'DIN: 21421 679AAAA8P4423

Page 8 of 8

Independent. auditor's report

in the Members of TRACKER AND COMPANY LIMITED

Report on the AuditoftheConsulidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of The 11IACKEK AND COMPANY LIMITU) the Company and its subsidiaries (the (omptmy and its subsidiaries together relcrred as -the Group), whic^h coinpris.e the Consolidated Balance Sheet as at March M, 2021, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), and the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year ended on that date, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as he consolidated financial statements"),

in our opinion and to the best of' our Information and according to the explanations given an us, the aforesaid eonsolifated financial statements give the information required by the Companies Act., 2013 ("the Act") in the manner so required and give a true and lair view in conformity with the Accounting Standards prescribed under section 133 of the Act and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2021, the consolidated profit & Loss statement, consolidated total comprehensive income, consolidated changes in equity and its cash flows for the year ended on that date.

Unius for opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards on Auditing specified under section 143i 10) of the Act (SA-). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the group in accordance with the Code of Ethics issued by the Institute of' Chartered Accountants of India (ICAl) together with the independence requirements that are relevant to our audit of the consolidated financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICM's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Information Other than the Consolidated Financial Statements and Auditor's Report Thereon

The Company's Hoard of Directors is responsible for the preparation of the other information. The other intdrrnation comprises the information included in the Managemein Discussion and Analysis Board Report including Annecures to Board's Report, Business Responsibility Report, Corporate Governance and Shareholder's Information, but does not include the consolidated financial statements and our auditor's report thereon,

Our opinion on the consohthtcd financial ctatems,ntt, does not cover the other inlormation and we do not express .ins form of assurance conclusion thereon,

In connection with dur audit of the consolidated financial statements, our responsibility is to rend the other information and, in doing so consider'whether the other inlormatlon Is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed we conclude that there is a material misstutenwin of this other intbrntation, we are required to report that (act. We have nothing to report in this regard.

Page 1 of 6

\$01, Empress Nucleus, Gaotiian Ruad, Ott ttt1e Flower Sc5ot, A;idher, (C) mumbai 400069 MS 491 916766414119029Os9jj + emaii:advctatesçmstin,

Management's Responsibility for the Consolidated Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance, Consolidated Total Comprehensive Income, Consolidated changes in equity and consolidated cash flows of the Group in accordance with the AS and other accounting principles generally accepted in India. The respective board of directors of the companies included in the Group are responsible for maintenance of the adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the respective board of directors of the companies included in the Group are responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

The respective board of directors of the companies included in the Group are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
• · Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

801, Empress Nucleus, Gaothan Road, Off. Little Flower School, A ri (E), Mumbai - 400069

signiticant doubt on the Group's ability to continue as a going concern. if we conclude that a material wcena.isny exists, we arc required to draw attention in our auditor's report to the related disclosures, in the consolidated financial statements or, if such disclosures arc inadequate, to modify our opinion. Our conclusions are based on the audit c. idcncc obtained up to the date of our auditor's report Hosescr future events or conditions may cause the Group In erase to continue as a going concern,

• Fukiate the overall presentation, structure and content of the consolidated tinnnckij statemenm including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the Consolidated financial statement. We are responsible tbr the direction, supervision and performance of the audit of the financial statements ol such entities in then Consolidated financial statements.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced.

We consider quantitative materiality and qualitative factors in (1) planning the scope ol' our audit work and in evaluating the results of our wont; and (Ii) to evaluate the cflcc* of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding. among other mailers, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also preside those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are ihereli.we the key audit matters We desnihe these matters in our auditor's report unless law or regulation preludes public disclosure about the matter on when, in extremely rare c1rcunistances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other tegal and Regulatory Requirements

• 1) As required by Section 143(3) of the Act, bused on our audit we report that
• a) We have sought and obtained all the information and explanations which to the best of our knowledge and beliciwere necessary for the purposes of our audit of the aforesaid consolidated financial statemen(s.
• b) to our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far has it appears from, our examination of those books.
• cj The Consolidated 13a1anec Sheet, the Consolidated statement of Profit and Loss including Other Comprehensive Income, Consolidated Statement of Changes in Equity and the Consolidated Statement Lit' Cash Flow dealt with by this Report are, in agreement with the relevant books of account maintained flu the purp,ae of preparation of consolidated financial statements.
• d) In our opinion, the aforesaid consolidated financial statements comply with the AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

Page .3 of 6

501., trnpreas Ncteus, Gaothan Ott. Little Flower Sctoul, 4rdhert (C), Mwnbai ' ⁴⁰⁰⁰⁶⁹

• e) On the basis of the written representations received from the directors us on March 31. 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 from being appointed as a director in terms of Section 164(2) of the Act.
• fl With respect to the adequacy of the internal financial controls over linanciul reporting of the Company and the operating et1etp.encs' of 'such controls, refcr to our separate Report in Ann kurt. '\ Our report asprLsses an unmodified opinion on the adequacy and operating ctThtivcness of the (ompanys internal financial controls over financial reporting.
• g) With respect to the other mailers to be included in the Auditor's Report in accordance with the requirements of section 17(l6)of the Act. ssamended-

In our opinion and to the best of our information and according to the explanations given to us. the remuneration paid by the Company to ha directors during the year is in accorLL-Anct with the provisions of section 197 of the Act.

• hI With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 ot' the Companies (Audit and Auditors) Rules. 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:
• I) The Consolidated Financial Statements disclosed the impact Of pending litigations on its consolidated financial position of the Group.
• It) Provision has been made in the consolidated financial statements, as required under the applicable law or accounting standards, for material Ibresecable losses, if any, on long-term contracts including derivative contracts.
• Iii) There has been no delay in transferring amounts, required to be transkrrcd to the Investor Education and Protection Fund by the Company.

I'or and on behalf of AI}V & Assnclates Chartered Accountants FRN.I28045W

Prakash Masndhanlya Partner Membership No: 421679 Place: Murnbai Dated: 09" June 2021 UDIN: 2142 1679AAA.At3Q3346

Page 4 of 6

Anneusre A" to the Independent Auditor's Report

(Referred to in paragraph 1(1) under Report on Other Legal and Regulatory Requirements' section of our report to the Members of The THACKER AND (X)MPANY LIMITED of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (I) of Sub-section 3 of Section 143 of the Companies Act. 2013 ("the Act'")

In conjunction with our audit of the consolidated financial statements of the company as of and year ended March 31. 2021 we have audited the internal financial controls over financial reporting of ill ACKER AND COMPANY LIMITED (hereinafter referred to as Compnny".) and its subsidiary companies, which are companies incorporated in India. as of that date

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company and its subsidiary which arc companies incorporated in India, are responsible for estatslishing and maintaining internal financial controls based on the internal control over financial reporting criteria cstallished by the respective Company considering the essential components of infernal control stated in the Guidance Note on Audit of Internal Financial Controls Over financial Reporting issued by the Institute of Chartered Accountants of India r the KAI ) These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating efiheti..cly for ensuring the orderly and efficient conduct of its busines,s, including adherence to respective company's policies, the safeguarding of its aSsets, the prevention and detection of frauds and errors. the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act. 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company and its subsidiary companies, whkh are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Ne'te') issued by the Instituic of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 1400 of the Companies Act. 2011 to the extent applicable to an audit of internal financial controls Those 'standards and the (,wdtmcc Note require that we comply with ethical requirements and plaiti and perform the audit it) obtain reasonable assurance about whether adequate internal financial controls over financial rt.p041ng was established arid maintained and if such controls operated etTectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating efiectivencss. Our audit of internal financial controls over financial reptirtingincluded obtaining an understanding of internal financial controls over financial roporting assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of (he financial statements, whether due to lraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company and its subsidiary compunit.s which are companies incorporated in India.

Page 5of6

Meaning of Internal Financial Controls Over F*unclal Reporting

. company's internal financial control over financial reporting is a process designed to provide reasonable assurance warding the reliability of financial reporting and the preparation of finaniat statements for external purposes to ,*ccordance with generally accepted accounting principles. A company's internal financial conu'ul over financial reporting includes those policies and procedures that (1) pertain to the niaintcnance of records lhaL in reasonable detail, iu,uratel' and tairls reflect the transactions and dispositions of the assets of thy company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the umpan> are being madc only in accordance with authorizations of management and directors of the company; and 43 provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use. or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of contxols, material misstatements due to error or fraud may occur and no be detected, Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the p.lieies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the cxplassations given to us, the Company and its subsidiary companies, which are incorporated in India. have • in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating cttxIivcly as at March 31, 2021 based on the internal control over financial reporting criteria established by the respective Company considering the essential components of internal control stated in the Guidance Note on Audit of Inttrnl Financial Controls Over Financial Rcpoeting issued by the Institute of (hartcrui Acccouniants of India

For and on behalf of ADV & Associates Chartered Accountants FRN, 128045W

Prakash Mattdhaniya Pariner Membership No,: 421679 Place: Mumbai Dated: 09" June 2021 UDIN: 21421 679AAAABQ3346

Page 6 of 6

09th June, 2021

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

Ref: Scrip Code- 509945

Sub: Declaration pursuant to Regulation 33 (3) (d) of SEBI (LODR) Regulation, 2015 as amended vide the SEBI (LODR) (Amendment) Regulations, 2016.

DECLARATION

In compliance of Regulation 33 (3) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended by the SEBI (Listing Obligations And Disclosure Requirements) (Amendment) Regulations, 2016, we hereby declare that the Statutory Auditors, M/s ADV & Associates, Chartered Accountants (FRN: 128045W) have issued Audit Report(s) with unmodified opinion on Standalone and Consolidated Audited Financial Results for the quarter and year ended on 31st March, 2021.

Please take the same on record.

Thanking you,

Yours faithfully, For, Thacker And Company Limited

• I

dhia ancial Officer

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, Web-Site: www.thacker.co.in , E-mail: thacker©thacker.co.in CIN No. : L21098MH1878PLC000033 GST No. : 27AAACT3200A1Z7