Resolution 1: Re-appointment of Mr. Raju R. Adhia as Manager (Special Resolution)
Mr. Raju R. Adhia (DOB: 10th June 1960, currently 66 years) to be reappointed as Manager for 5 years from approval date
Will attain age 70 on 10th June 2030 during proposed tenure, requiring special resolution under Section 196(3)(a) of Companies Act, 2013
Remuneration: ₹13,80,000 per annum (₹1,15,000 per month), unchanged from previous remuneration
Existing term (1st April 2024 to 31st March 2027) to be superseded by new 5-year term
Justification: Extensive experience, knowledge of company affairs, and continuity in management
Currently holds 1.00% share in profits of Mossmark LLP (Promoter Group entity)
Resolution 2: Alteration of Articles of Association (Special Resolution)
Insert new Article 63A "BUY-BACK OF SECURITIES" after existing Article 63
Enabling provision only - does not commit to any buyback
Future buybacks would require separate approvals under applicable laws
Allows buy-back from free reserves, securities premium account, or proceeds of share issues
Resolution 3: Appointment of Statutory Auditors (Ordinary Resolution)
Appointment of M/s. V K Beswal & Associates, Chartered Accountants (Firm Registration No. 101083W)
To fill casual vacancy caused by resignation of M/s. P.R. Agarwal & Awasthi, Chartered Accountants
Term: From 13th August 2026 (Board approval date) till conclusion of next AGM
Remuneration to be determined by Board in consultation with auditors
Resolution 4: Continuation and Modification of Material Related Party Transaction (Ordinary Resolution)
Continuation of revolving Inter-Corporate Deposit(s)/Loan(s) with Biodegradable Products India Limited (BPIL)
BPIL is related party (Promoter Group company) - Thacker holds 2 equity shares (0.00%)
Transaction period: Five financial years from FY 2026-27 to FY 2030-31
Aggregate principal amount outstanding shall not exceed ₹20 Crores at any time
Interest rate: 9% to 12% per annum
Each ICD repayable within 6 years from disbursement date
Interest payable annually within 3 months from financial year close
Security Modification
Existing ICD exposure currently unsecured
Proposed to secure through joint mortgage over BPIL's immovable property
Property: 22.93 acres at Village Chande, Taluka Mulshi, District Pune, Maharashtra
Property value: ₹152.81 Crores (Distress value: ₹122.25 Crores) per valuation report dated 23rd July 2026
Mortgage to be pari passu with other related party lenders: AMJ Land Holdings Limited, 3P Land Holdings Limited, Chem Mach Private Limited, and Suma Commercial Private Limited
AMJ Land Holdings Limited to act as Lead Mortgagee
Overall mortgage cap: ₹200 Crores for all lenders collectively
Current outstanding to other lenders as of 30th June 2026: ₹43.31 Crores
Financial Performance Context
Thacker and Company Limited (FY 2025-26):
Revenue from Operations: ₹232.72 lakhs
Other Income: ₹342.76 lakhs
Profit Before Tax: ₹381.88 lakhs
Profit After Tax: ₹300.54 lakhs
EPS: ₹27.62
Biodegradable Products India Limited (FY 2025-26):
Turnover: ₹0.26 lakhs
Profit After Tax: (₹460.26 lakhs) loss
Net Worth: (₹3,020.52 lakhs) negative
Voting Details
Cut-off Date: 18th September 2026
Remote e-voting period: 23rd September 2026 (9:00 AM IST) to 22nd October 2026 (5:00 PM IST)
E-voting service provider: National Securities Depository Limited (NSDL)
Results announcement: On or before 24th October 2026
Scrutinizer: Ms. Sarvari Shah (FCS 9697) of M/s. Parikh and Associates
Notice sent only electronically to members with registered email addresses
Documents Available
Explanatory Statement
Proposed amended Articles of Association
Draft Mortgage Deed
Valuation report for BPIL property
Financial Impact
Manager remuneration: ₹13,80,000 per annum (already accounted for)
Auditor remuneration: To be determined (not quantified)
ICD exposure: Maximum ₹20 Crores principal plus interest/costs
Security: Enhanced protection for existing ₹17 Crores exposure (as of 30th June 2026) through mortgage
