Thacker & Co. Ltd. — Proxy Solicitation & Information Statement 2025

Oct 30, 2025

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30[th] October, 2025

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

Ref: Scrip Code- 509945

Dear Sir/Madam,

Subject : Notice of Postal Ballot – Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Pursuant to Regulation 30 of the Listing Regulations, we have enclosed a copy of the Postal Ballot Notice dated 27[th] October, 2025 together with the Explanatory Statement thereto, seeking approval of the Members of the Thacker and Company Limited (“the Company”) for Material Related Party Transaction with Biodegradable Products India ‐ Limited by way of electronic voting (remote e voting) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities & Exchange Board of India.

In Compliance with the relevant MCA Circulars, the Notice of Postal Ballot containing instructions is being sent only through electronic mode (i.e. through e-mail) to those Members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 24[th] October, 2025 (Cut-off Date) and whose email addresses are registered with the Company on the said date and the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and prepaid business envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent through the remote e-voting system only.

Pursuant to Section 108, 110 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, as amended, and Regulation 44 of SEBI Regulations, the Company is providing Remote e- voting facility to enable Members of the Company to cast their votes electronically on the matter set forth in the Notice. The Company has appointed M/s. National Securities Depository Limited, for facilitating Remote e-voting to enable the Members to cast their votes electronically, during the below mentioned period:

The Date and Time of commencement of remote e-voting:	Friday, 31stOctober, 2025 at 09:00 a.m. (IST).
The Date and Time of end of remote e- voting:	Saturday, 29thNovember, 2025 at 05:00 p.m. (IST) and the facility shall be forthwith blocked.

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

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Members of the Company who have not yet registered their email address are requested to get their email addresses registered by following the procedure mentioned in the Notice.

The result of the Postal Ballot through remote e-voting only will be announced on Saturday 29[th] November, 2025.

The said notice is also available on the website of the Company at www.thacker.co.in.

Kindly acknowledge the receipt and take the same on your record.

Thanking you,

Yours Faithfully,

For Thacker and Company Limited

Siddhi Digitally signed by Siddhi Dilip Kul Date: 2025.10.30 Dilip Kul 17:01:29 +05'30' Siddhi Kul Company Secretary and 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

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THACKER AND COMPANY LIMITED

Regd. Off.: Bhogilal Hargovindas Building, Mezzanine Fl.18/20,K.Dubhash Marg, Mumbai-400001, India CIN No. : L21098MH1878PLC000033 Tel: 91-22-43553333, Fax: +91-22-2265 8316 Web-Site: www.thacker.co.in E-mail: thacker@thacker.co.in

NOTICE OF POSTAL BALLOT [Pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014]

Dear Member(s),

Notice is hereby given that pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Companies Act, 2013, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025, issued by the Ministry of Corporate Affairs (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the resolution set out below is proposed to be passed by the Members of Thacker and Company Limited (the “Company”) by means of Postal Ballot, only by way of remote e-voting (“evoting”) process.

In terms of the MCA Circulars and in compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 read with the Rules framed thereunder, the manner of voting on the proposed resolution is restricted only to e- voting, i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for e-voting are appended to this Notice.

Accordingly, in compliance with the requirements of the MCA Circulars, the Postal Ballot Notice is being sent only through electronic mode to those Members whose email address is registered with National Securities Depository Limited (NSDL) and therefore, the hard copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business envelope will not be sent to the Members for this Postal Ballot and the Members are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company recommends approval of the Members for the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reason for the Resolution is annexed hereto.

You are requested to peruse the proposed Resolution along with its Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

SPECIAL BUSINESS:

Item No. 1:

To consider and, if thought fit, to pass, with or without modification(s), the following Resolution as an Ordinary Resolution:

"RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 2013 (including any statutory amendment(s) or re-enactment(s) thereof, for the time being in force, if any), and the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable regulations, if any, as amended from time to time, consent of the Shareholders of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this resolution) for entering into/carrying out the contracts/arrangements already entered into or to be entered into and further authorized to deal in material related party transaction with M/s. Biodegradable Products India Limited, Related Party of the Company, as per the broad details set out in the explanatory statement annexed to this notice.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution the Board of Director(s)/ Key Managerial Personnel(s) of the Company, be and are hereby, severally, authorised to do all such acts, deeds, matters and things as it may, deem necessary, and to execute all necessary documents".

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

Date: 27.10.2025 Place: Mumbai

Siddhi Kul Company Secretary and Compliance Officer (ICSI Membership No.: A76672)

Notes:

1. The Explanatory Statement pursuant to the provisions of Section 102 read with Section 110 and other applicable provisions of the Companies Act, 2013 (the “Act”) and rules made thereunder, setting out material facts and reasons for the proposed resolutions is annexed hereto.

2. In Compliance with the applicable MCA Circulars, the Notice of Postal Ballot (“the Notice”) containing instruction is being sent only through electronic mode (i.e. through e-mail) to those Members whose names appear on the Register of Members/List of Beneficial Owners as received from the Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, 24[th] October, 2025 (hereinafter called as “Cut-off Date”) and whose email addresses are registered with the Company/Depositories on the said date.

3. A copy of this Notice of Postal Ballot will also be available on the Company’s website at www.thacker.co.in, and on the Website 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.

4. Members whose name appearing on the Register of Members / List of Beneficial Owners as on the Cut-Off date shall be eligible for Remote e-voting. A person who is not member on Cut-Off date should treat this notice for information purpose only.

5. Documents referred to in the Notice and the explanatory statement shall 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.

6. The Board of Directors of the Company has appointed Ms. Sarvari Shah (Membership No. FCS 9697 & Certificate of Practice No. 11717), failing her Ms. Urvashi Pandya (Membership No. FCS 11797 & Certificate of Practice No. 28101) of M/s. Parikh and Associates, Practising Company Secretary as Scrutinizer for conducting the Postal Ballot process (through remote e-voting only) in a fair and transparent manner.

7. In compliance with provisions of Sections 108, 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014, as amended (“Rules”), Secretarial Standards-2 and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company is providing Remote e-voting facility to enable Members of the Company to cast their votes electronically on the matters included in this Notice. The Company has appointed National Securities Depository Limited (hereinafter called as ”NSDL”) for facilitating Remote e-voting to enable the Members to cast their votes electronically instead of dispatching Postal Ballot Form.

8. The remote e-voting period commences from Friday, the 31[st] October, 2025 (09:00 a.m. IST) to Saturday, the 29[th] November, 2025 (05:00 p.m. IST). During this period, Members of the Company, holding shares either in physical form or in dematerialised form, as on the Cut-Off Date i.e., Friday, 24[th] October, 2025, may cast their vote electronically. The Remote e-voting module shall be disabled by NSDL for voting thereafter and the voting shall not be allowed beyond the said date and time.

9. The Resolution, if passed by the requisite majority, shall be deemed to be passed on the last date specified for e-voting, i.e. Saturday, the 29[th] November, 2025 and as if it has been passed at a General Meeting of the Members.

10. A Member cannot exercise his/her vote through proxy on Postal Ballot. However, Institutional Members / Corporate Members (i.e. other than Individuals, HUF, NRI, etc.) are required to send scanned copy (PDF/JPG format) of the relevant Board Resolution/Authority letter, etc., authorising its representative to vote through remote e-voting. 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.

11. Upon completion of the scrutiny of electronic votes, the Scrutinizer will submit her report to the Chairman or Company Secretary of the Company. The result of the Postal Ballot will be announced on or before Saturday, 29[th] November, 2025. The said results would be displayed at the Registered Office of the Company and on its website at www.thacker.co.in and on the website

of National Securities Depositories Limited (NSDL) at www.evoting.nsdl.com and simultaneously communicated to the BSE Limited.

1. Members holding shares in dematerialised form are requested to register/update their KYC details including email address with their respective Depository Participants. Members holding shares in physical form are requested to register/update their KYC details including email address by submitting duly filled and signed Form ISR-1 alongwith such other documents prescribed in the Form ISR-1 to the RTA of the Company i.e. M/s. Satellite Corporate Services Private Limited, A 106 & 107, Dattani Plaza, East West Compound, Andheri Kurla Road, Safed Pool Sakinaka, Mumbai - 400072. Form ISR-1 is available on the website of the Company at https://www.thacker.co.in/other-information.php and on the website of RTA at https://www.satellitecorporate.com/index.php.

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.

1. The procedure for remote e-voting is as under:

Step 1 (A): Access to NSDL e-voting system in case of individual Shareholders holding shares in demat mode

Step 1 (B): Access to NSDL e-voting system in case of shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode .

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING 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. Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
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Individual Shareholders holding securities in demat mode with NSDL.	1. 2.	ExistingIDeASuser can visit the e-Services website of NSDL Viz.https://eservices.nsdl.com either 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 ore-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. 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.

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. 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. NSDL and you will be redirected to e- Voting website of NSDL for casting your vote during the remote e-Voting period.

2. Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can holding securities in demat login through their existing user id and password. Option mode with CDSL will be made available to reach e-Voting page without any further authentication. The users to login Easi /Easiest are requested to visit CDSL website www.cdslindia.com and 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.com and 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 on www.cdslindia.com home 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.

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Individual Shareholders You can also login using the login credentials of your demat
(holding securities in demat account through your Depository Participant registered with
mode) login through their NSDL/CDSL for e-Voting facility. upon logging in, you will be able
depository participants 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
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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical
issues related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with NSDL NSDL helpdesk by sending a request at evoting@nsdl.co.in
or call at 022 - 4886 7000
Individual Shareholders holding Members facing any technical issue in login can contact
securities in demat mode with CDSL CDSL helpdesk by sending a request at
helpdesk.evoting@cdslindia.com or contact at toll free no.
1800 22 55 33
B) Login Method for e-Voting and joining virtual meeting for shareholders other than
Individual shareholders holding securities in demat mode and shareholders holding
securities in physical mode.
How to Log-in to NSDL e-Voting website?
1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:
https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
2. Once the home page of e-Voting system is launched, click on the icon “Login” which is
available under ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, your Password/OTP and a
Verification Code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at
https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL
eservices after using your log-in credentials, click on e-Voting and you can proceed to Step
2 i.e. Cast your vote electronically.
4. Your User ID details are given below :
Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
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c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

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

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

3. a) 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. b) 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. 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.co.in 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.

- Step 2: Cast your vote electronically on NSDL e Voting system.

How to cast your vote electronically 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 is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period”.

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

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail 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.

2. 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.

3. 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.co.in.

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.

2. 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. 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 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.

By Order of the Board of Directors For Thacker and Company Limited Siddhi Kul Company Secretary and Compliance Officer (ICSI Membership No.: A76672)

Date: 27.10.2025 Place: Mumbai

ANNEXURE TO THE NOTICE

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Item No. 1:

Material Related Party Transaction with Biodegradable Products India Limited.

The provisions of the Companies Act, 2013 and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI LODR Regulations) provide that, all material related party transactions shall require prior approval of the Shareholders of the Company.

Pursuant to the provisions of the SEBI LODR Regulations a transaction with a related party shall be considered as material if the transaction(s) to be entered into, either individually or taken together with previous transactions during a financial year, whether directly and/or through its subsidiary(ies), exceed(s) Rs. 1,000 crore, or 10% of the annual consolidated turnover as per the last audited financial statements of the listed entity, whichever is lower.

It may be noted that, the transaction is at arm’s length basis and in the ordinary course of business of the Company. The Audit Committee and the Board of Directors of the Company at their meetings held on 27[th] October 2025 have considered, reviewed, and approved the below mentioned transaction subject to approval of the Shareholders of the Company.

Accordingly, as per the SEBI LODR Regulations, prior approval of the Shareholders is being sought for the below arrangement/transaction proposed to be undertaken by the Company. The information as required under the Companies (Meetings of Board and its Powers) Rules, 2014 and SEBI Master Circular No.: SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11[th] November, 2024 is as under:

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Sr. Description Particulars
No.
1. Name of the Related Party Biodegradable Products India Limited
2. Nature of Relationship [including nature Mr. Arunkumar Jatia and Mr. Surendra Kumar
of its interest (financial or otherwise)] Bansal are the Common Directors of the
Company. Mr. Arunkumar Jatia holds 45.74% of
the Share Capital of Biodegradable Products India
Limited.
3. Type, Material Terms and Particulars of Arrangement/Contract/Agreement for
the proposed transaction Accepting/Providing Inter Corporate Deposits and
transfer of other resources, if any.
4. Tenure of the proposed transaction Repayable On Demand and Continuous
Arrangement.
5. Value of the proposed transaction Amount lent/borrowed and outstanding during any
financial year shall not exceed Rs. 2,000 Lakhs.
Rate of Interest: Upto 9.00% p.a. but not less than
7.00% p.a. and transfer of other resources, if any,
not below the cost.
6. The percentage of the Company’s Approximately 652.23% of annual consolidated
annual consolidated turnover, for the turnover of the Company for the financial year
immediately preceding financial year, 2024-25.
that is represented by the value of the
proposed transaction.
7. If the transaction relates to any loans, inter-corporate deposits, advances or investments
made or given by the listed entity or its subsidiary:
i. details of the source of funds in Internal Accruals
connection with the proposed
transaction;
ii. where any financial indebtedness is No
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	incurred to make or give loans, interoperate deposits, advances or investments,  nature of indebtedness;  cost of funds; and  tenure;
	iii. applicable terms, including covenants, tenure, interest rate and repayment schedule, whether secured or unsecured; if secured, the nature of security;	Rate of Interest: Upto 9.00% p.a. but not less than 7.00% p.a. but not less than 7.00% p.a. Repayable On Demand and Continuous Arrangement.
	iv. the purpose for which the funds will be utilized by the ultimate beneficiary of such funds pursuant to theRelatedPartyTransaction.	The funds shall be used for operational activities and including but not limited to other business requirements by Biodegradable Products India Limited.
8.	Justification as to why the Related Party Transaction is in the interest of the listed entity;	The Related Party Transaction supports the working capital and other requirements of Biodegradable Products India Limited, a promoter group entity aidingits operational requirements.
9.	A copy of the valuation or other external party report, if any such report has been relied upon;	Not Applicable.
10.	Any other information that may be relevant	Biodegradable Products India Limited holds approximately 25 acres of valuable Land near Hinjewadi, Pune. Although the company is currently loss-making and has a negative net worth, this landholding offers significant potential for future growth and value creation. Further all relevant / important information forms part of this Statement setting out material facts pursuant to Section 102(1) of the Companies Act, 2013.

It may be noted that, all related parties shall abstain from voting on such resolutions whether the entity is a related party to the particular transaction or not.

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

The Resolution at Item No. 1 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

Date: 27.10.2025 Place: Mumbai

Siddhi Kul Company Secretary and Compliance Officer (ICSI Membership No.: A76672)