The Directors have pleasure in presenting the 147⁴¹ Annual Report of the Company together with the Audited
Financial Statements for the year ended 31“ March, 2025. The accounts are prepared in accordance with
the Companies (Indian Accounting Standards) Rules, 2015, as amended (IND AS) and prescribed under
Section 133 of the Companies Act. 2013 (the Act).

FINANCIAL RESULTS

CONSOLIDATED FINANCIAL STATEMENTS:

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

DIVIDEND:

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

CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

There is no change in capital structure of the Company during Financial Year 2024-2025.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves, in the Financial Year 2024-25.

MERGER OF SUBSIDIARY COMPANY WITH THE COMPANY:

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

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

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

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

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

AUDIT COMMITTEE:

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

FIXED DEPOSITS:

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

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

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

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

AUDITORS:

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

For Financial Year 2024-25, there is no adverse remark or qualification in the Statutory Auditor's Report as
annexed. The Auditors have reported that there is no fraud on or by the Company noticed or reported during
the year.

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

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

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

(A) During the Financial Year 2024-25,4 Board Meetings were held on the following dates:

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

(B) During the Financial Year 2024-25, the Committee Meetings were held on the following dates:

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

Sr. Name of No. of No. of No. of No. of No. of No. of Independent

No. Director Board Audit Share Transfer Nomination & Borrowing & Directors’ Committee

Meetings Committee Approval Remuneration Investment Meetings attended

attended Meetings Committee Committee Committee

attended Meetings attended Meetings Meetings

attended attended

¹ KurnarJatia ⁴ N A’ ⁴ NA 2 NA

_ _ _ _ _ _ _ _

2 Mr. S. K. ₃ N A 4 N.A. 2 N.A.

Bansal

a Ms.Vrinda < < .> • ». » .. • .> •

3 , 4 4 N.A N.A. N.A. N.A.

Jatia

⁴ Dedhia^y 3 3 NA 2 NA- ¹

5 ^Amlt 3 N.A. N.A. 2 N.A. 1

Shah

6 JJ^r !?•^R . 4 4 N.A. 2 N.A. 1

Nadkami

SECRETARIAL AUDITOR:

Pursuant to provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the Board has
appointed M/s. Parikh & Associates, Practicing Company Secretary, Mumbai to conduct Secretarial Audit of
the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2024-25 is
annexed hereto as Annexure No. 2.

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

Further in compliance with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies Act, 2013, the Board of Directors of the Company at its
meeting held on 2T May, 2025, have approved the appointment of M/s. Parikh & Associates, Practicing
Company Secretary, Mumbai as Secretarial Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029- 30, subject to approval of the shareholders at the ensuing
147^lf’Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

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

ANNUAL EVALUATION OF PERFORMANCE OF BOARD, DIRECTORS AND COMMITTEES:

As required under Companies Act, 2013, a meeting of the Independent Directors was held on /“’February,
2025 to evaluate the performance of the Non-Independent Directors, wherein the evaluation of
performance of the non-independent directors, including the Chairman and also of the Board as a whole
was made, against pre-defined and identified criteria.

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

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

The said criteria is provided as Annexure No. 5 and is also available on the Company's website on
https://www.thacker.co.in/images/Policies/Criteria_-Senior-Management-Member-on-Board-of-
Directors.pdf.

FAMILIARISATION PROGRAMME:

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

REMUNERATION POLICY:

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

RISK MANAGEMENT POLICY:

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

WHISTLE BLOWER MECHANISM:

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

PARTICULARS OF EMPLOYEES:

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

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

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

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

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

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

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

MAINTENANCE OF COST RECORDS:

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

REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the compliance with the provisions of Corporate Governance is not mandatory for the Company and
accordingly, the Corporate Governance Report has not been annexed to the Directors' Report for Financial
Year 2024-25.

SECRETARIAL STANDARDS OF ICSI:

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

ANNUALRETURN:

Pursuant to the provisions of Companies Act, 2013, a copy of Annual Return for the financial year 2023-24 is
available on the website of the Company at https://www.thacker.co.in/general-meeting.php and a copy of
Annual Return for the financial year 2024-25 will be available on the website of the Company after
submission of the same to the Registrar of Companies.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:

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

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

MANAGEMENT DISCUSSION AND ANALYSIS:

Segment wise financial performance is stated in the accompanying accounts.

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

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

There are no material developments in the human resources front.

SIGNIFICANT AND MATERIAL ORDERS:

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

MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANYTO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There is no material change and commitment, affecting the financial position of the Company, which have
occurred between the end of the financial year of the Company to which the financial statements relate and
the date of the Report.

DIRECTORS'RESPONSIBILITY STATEMENT:

The Directors confirm that;

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

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the company at the end of the financial year and of the Profit of the Company for
that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

e) The Directors have laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS:

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

On behalf of the Board of Directors

Place : Mumbai
Date : 27^,h May, 2025

A.K. Jatia Ajay Dedhia

Director Director

(DIN : 01104256) (DIN : 01026077)