Thakkers Group Ltd Directors Report

l. PARTICULARS QF INVESTMENTS, LOANS. GUARANTEES AND SECURITIES:

The Company has not made any loans, guarantees and investments covered under section 186 of the
Act.

m. DISCLOSURES UNDER SECTION 134(3)0.) OF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect
the Companys financial position, have occurred between the end of the financial year of the Company
and date of this report.

n. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed and implemented by
the Company are adequate. During the year under review, no material or serious observation has been
received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. BOARP of P!R?CTQRS & KEY MANAGERIAL PERSONNEL

i. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors were liable to retire
by rotation.

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Karishma Gaurav Thakker is
liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered
herself for re-appointment. The Board of Directors recommends the re-appointment of Mrs. Karishma
Gaurav Thakker as a Director of the Company. The detailed profile of Mrs. Karishma Gaurav Thakker,
recommended for re-appointment is mentioned in the Notice for the AGM in pursuance to Secretarial
Standards-2 and Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

li. independent Directors who are retiring,

Mr. Dhimant Nathalal Kakkad was appointed as an Independent Director of the Company for his
second term of five consecutive years commencing from the financial year 2019-20, in accordance
with the provisions of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. As per the regulatory framework, an Independent
Director can serve for a maximum of two consecutive terms, following which a cooling-off period of
three years is mandatory before reappointment. As Mr. Dhimant Kakkad has completed his second
term, he is no longer eligible for immediate reappointment as an Independent Director. In line with
the applicable legal provisions and corporate governance norms, the Board has proposed the
appointment of a new Independent Director in his place. The Board records its deep appreciation for
Mr. Dhimant Kakkads consistent and valuable contributions during his tenure.

Mr. Pravin Nimba Wani was also appointed for his second consecutive term of five years beginning
from the financial year 2019-20, in compliance with the Companies Act, 2013 and SEBI LODR
Regulations. Since Mr. Pravin Wani has completed two consecutive terms as an Independent Director,
he is not eligible for reappointment at this time, as per Section 149(11) of the Companies Act, 2013.
To ensure strict adherence to statutory requirements and good governance practices, the Board has
accordingly proposed to induct a new Independent Director in his place. The Board expresses its

sincere gratitude for Mr. Pravin Wanis significant role and valued insights during his association with
the Company.

Mr. Subhash Nandlal Dhoot was re-appointed as an Independent Director of the Company for his
second term in accordance with the provisions of Section 149(10) and other applicable provisions of
the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules,

2014 and Regulation 17(1C) of the SE8I (Listing Obligations and Disclosure Requirements) Regulations,

2015 ("SEBI LODR"), with his tenure scheduled to continue until the end of the financial year 2027-
28; however, in the interest of ensuring better compliance, strengthening corporate governance
practices, and aligning with the evolving expectations of regulatory frameworks regarding Board
composition, and with the written consent of Mr. Dhoot, the Board, in its collective wisdom, has
proposed to reconstitute the structure of all Independent Directors, notwithstanding the unexpired
portion of their respective tenures, in compliance with the requirements under Section 149(4) of the
Companies Act, 2013 and Regulation 17(l)(b) of SEBI LODR, and accordingly, the Board places on
record its deep appreciation for the valuable guidance, oversight, and independent judgment
rendered by Mr. Dhoot during his association as an Independent Director of the Company.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received the following declarations from all the Independent Directors confirming
that:

They meet the criteria of independence as prescribed under the provisions of the Act, read with the
Schedules and Rules issued thereunder, as well as of Regulation 16 of the Listing Regulations.

In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they
have registered themselves with the Independent Directors database maintained by the Indian
Institute of Corporate Affairs, Manesar.

In terms of Regulation 25(8) of the Listing Regulations, they are not aware of any circumstance or
situation, which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties.

In terms of Regulation 25(9) of the Listing Regulations, the Board of Directors has ensured the veracity
of the disclosures made under Regulation 25(8) of the Listing Regulations by the Independent
Directors of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in
Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and
qualification of Directors) Rules, 2014.

3. DISCLOSIRES REALTEED TO BOARD, COMMIITTEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met four times during the financial year ended 31st March, 2025 in accordance
with the provisions of the Companies Act, 2013 and rules made thereunder.

The details the meetings of the Board and its Committees held during the year under review are stated
in the Corporate Governance Report Annexure III.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board
meetings.

b. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the
Companies Act, 2013 are as follows:

For details of the Audit committee meetings held for the financial year 2024-25 and powers & role of
the Audit Committee are included in the Corporate Governance Report Annexure III.

During the year under review, all the recommendations made by the Audit Committee were accepted
by the Board.

c. NOMINATION and REMUNERATION CQ.MMjTTEE:

The Nomination & Remuneration Committee of Directors was constituted pursuant to the provisions
of Section 178 of the Companies Art, 2013 are as follows:

For details of the Nomination & Remuneration committee meetings held for the financial year 2024-
25 and powers & role of the Nomination & Remuneration Committee are included in the Corporate
Governance Report Annexure III.

In terms of the applicable provisions of the art, read with the rules framed thereunder and the SEBI
Regulations, the Board has placed a policy for appointment, removal and remuneration of Directors,
Key Managerial Personnel and Senior Managerial personnel and also on Board diversity, succession
planning and Evaluation of Directors. The remuneration paid to Directors, KMP of the company are as
per the terms laid down under NRC Policy of the company.

5. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules,
2014 are furnished as under:

a. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going
concern status and the Companys operations in future.

b. DIRECTORS R.ESPQNglgiUTY STATEMENT;

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements

of the Company for the year ended 31st March, 2025, the Board of Directors hereby confirms that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures;

S. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2025 and of the profit/loss of the Company for
that year;

iii. proper and sufficient care was taken for the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

iv. the annual accounts of the Company have been prepared on a going concern basis

v. the directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

vi. proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively;

C DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE:

The Company has complied with the provisions relating to the constitution of Internal Complaints

Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and

Redressal) Act, 2013.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 the company has received Complaints which are enunciated below:

d. COMPLIANCE REQARDjNG MATERNjTY BgNgF.IJ ACT. 1?$1

The Company has complied with the Maternity Benefit Act, 1961, to the extent applicable. {-Not
Applicable

e. PlSCLQSgRj UNDER SECT!9N 4?(a)(l!) QF THE CQMPANIES ACT, mi:

The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

f. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

g, DISCLOSURE UNDER SECTION 62(11(1?} OF JHE COMPANIES ACT, 201?,:

The Company has not issued equity shares under Employees Stock Option Scheme during the year
under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule
12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

h.

DISCLOSURE UNDER S!

=v??IL?Jk

67(3) QF THE COMPANIES ACL 2Q13;

During the year under review, there were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

L DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND
BANKRUPTCY CODE. 2016 :

No application was filed for corporate insolvency resolution process, by a financial or operational
creditor or by the company itself under the IBC before the NCLT.

j. DISCLOSURE Qt REASQH fflfi filffffiEMfiE BETWEEN VALUATION BQNE AT THE TIMS QL TAK1NS

LQ.A.N FRQM BANK AND AT THE TIME QF QNE TIME SETTLEMENT I

There was no instance of onetime settlement with any Bank or Financial Institution.

6. ACKNOWLEDGEMENTS AND APPRECIATIONS:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers,
business partners/ associates, financial institutions and Central and State Governments for their
consistent support and encouragement to the Company.