k. Provisions and Contingent liability

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a
past event, it is probable that an outflow of resources embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the amount of the obligation. When the Company
expects some or all of a provision to be reimbursed, for example, under an insurance contract, the
reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The
expense relating to a provision is presented in the statement of profit or loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that
reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as a finance cost.

Contingent liabilities are disclosed in the Notes. Contingent liabilities are disclosed for

i. possible obligations which will be confirmed only by future events not wholly within the control of the
Company or

ii. present obligations arising from past events where it is not probable that an outflow of resources will
be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be
made.

l. Employee benefits

Short-term employee benefit are expensed as the related service is provided. Liabilities for wages and
salaries, including non-monetary benefits that are expected to be settled wholly within one year after the end
of the period in which the employees render the related service are the end of the reporting period and are
measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as
current employee benefit obligations in the balance sheet.

Post-employment obligations

The Company operates the following post-employment schemes:
i. defined benefit plan - gratuity

m. Financial instruments

Financial assets

Initial recognition and measurement

All financial assets are recognised initially at fair value, except for investment in subsidiaries and associates
where the Company has availed option to recognise the same at cost in separate financial statements.

The classification depends on the Company's business model for managing the financial asset and the
contractual terms of the cash flows. The Company classifies its financial assets in the following
measurement categories:

i. those to be measured subsequently at fair value (either through other comprehensive income, or
through profit or loss),

ii. those measured at amortised cost, and

iii. those measured at cost, in separate financial statements.

Subsequent measurement

For assets measured at fair value, gains and losses will either be recorded in profit or loss or other
comprehensive income. For investments in equity instruments, this will depend on whether the Company
has made an irrevocable election at the time of initial recognition to account for the equity investment at fair
value through other comprehensive income. All other financial assets are measured at amortised cost,
using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included in finance income in the statement of profit or loss.

Financial liabilities
Initial recognition

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.

Subsequent measurement

The subsequent measurement of financial liabilities depends on their classification, as described below:

Trade and other payables

These amounts represent liabilities for goods and services provided to the Company prior to the end of
financial year which are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition. Trade and other payables are presented as current liabilities unless payment is not due within
one year after the reporting period. They are recognised initially at their fair value and subsequently
measured at amortised cost using the effective interest method.

n. Earnings per share

The basic earnings per share is computed by dividing the net profit for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period. The
Company does not have any potential equity share or warrant outstanding for the periods reported, hence
diluted earnings per share is same as basic earnings per share of the Company.

o. Segment reporting

Where a financial report contains both consolidated financial statements and separate financial statements
of the parent, segment information needs to be presented only in case of consolidated financial statements.
Accordingly, segment information has been provided only in the consolidated financial statements.

p: Critical estimates and judgements

Impairment of Trade receivables

The Company estimates the uncollectability of accounts receivable by analyzing historical payment
patterns, customer concentrations, customer credit - worthiness and current economic trends. If the
financial condition of a customer deteriorates, additional allowances may be required.

(c) Disclosures required as perAppendixC of Ind AS 12:

Effective April 1,2019 Appendix C of Ind AS 12 became applicable. The company has applied the change in
accounting policy retrospectively with cumulative effect of initially applying Appendix C recognized by
adjusting equity on initial application, without adjusting comparatives. As on March, 31, 2025, the
application of Appendix C has no material impact on books of accounts or financial statements of the
company.

Management has evaluated and concluded that, it is probable that the taxation authority will accept the
uncertain tax treatments. Accordingly, the Company has recognised the taxable profit/gains, tax bases,
unused tax credits, tax rates and tax expenses consistently with the tax treatment used or planned to be
used in its income tax filings.

‘Investment includes equity investments in subsidiaries, associates which are carried at costs and hence
are not required to be disclosed as per Ind AS 107 “Financial Instruments Disclosures". Hence, the same
have been excluded from the above table.

b) Fair Value Hierarchy:*

This section explains the judgements and estimates made in determining the fair values of the financial
instruments that are recognised and measured at fair value. To provide an indication about the reliability of
the inputs used in determining fair value, the Company has classified its financial instruments into three
levels prescribed under the accounting standard. An explanation of each level follows underneath the
table.

c) Valuation technique used to determine fair value

Level 1 : This hierarchy includes financial instruments measured using quoted prices. This includes listed
equity instruments that have quoted price. The fair value of all equity instruments which are
traded in the stock exchange is valued using the closing price as at the reporting period.

Level 2: Fair value of financial instruments that are not traded in an active market is determined using
valuation techniques which maximize the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument
as observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable data, the instrument is included
in level 3. This is the case for unlisted equity and preference securities.

d) As per Ind AS 107 "Financial lnstrument:Disclosure", fair value disclosures are not required when the
carrying amounts reasonably approximate the fair value. Accordingly fair value disclosures have not been
made for the following financial instruments:-

1. Trade receivables

2. Cash and cash equivalent

3. Security deposits

4. Interest accrued on deposits

5. Other payables

6. Trade payables

7. Employee dues

Note 24:-Financial Risk Management

The Company’s business activities are exposed to a variety of financial risks, namely liquidity risk, market
risks and credit risk. The Company's senior management has the overall responsibility for establishing and
governing the Company's risk management framework. The Company has constituted a Risk Management
Committee, which is responsible for developing and monitoring the Company’s risk management policies.
The Company's risk management policies are established to identify and analyze the risks faced by the
Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market
conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also
placed before the Audit Committee of the Company.

a. Management of Credit Risk

Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its
contractual obligations and arises principally from the company’s receivables from customers, investments
in debt securities, loans given to related parties and others.

Trade Receivables

Customer credit risk is managed by requiring customers to pay advances through progress billings before
transfer of ownership, therefore, substantially eliminating the credit risk in this respect.

Based on prior experience and an assessment of the current economic environment, management
believes there is no credit risk provision required. Also the company does not have any significant
concentration of credit risk.

Otherfinancial assets:-

The Company maintains exposure in cash and cash equivalents, term deposits with banks. The Company
has set counter-parties limits based on multiple factors including financial position, credit rating, etc.

The Company's maximum exposure to credit risk is the carrying value of each class of financial assets.

b. Management of Liquidity Risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial
liabilities. The Company's approach in managing liquidity is to ensure that it will have sufficient funds to meet
its liabilities when due without incurring unacceptable losses or risking damage to company's reputation. In
doing this, management considers both normal and stressed conditions.

c. Management of Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of fluctuation in market prices. These comprise three types of risk i.e. currency rate , interest
rate and other price related risks. Financial instruments affected by market risk include loans and
borrowings, deposits and investments.

i. ) Currency Risk and sensitivity:-

The Company does not have any currency risk as all operations are within India.

ii. ) Interest Rate Risk and Sensitivity:-

Interest rate risk is the risk that the fair value or future cash flows on a financial instrument will fluctuate
because of changes in market interest rates. The management is responsible for the monitoring of the
company’s interest rate position. Various variables are considered by the management in structuring
the company's investment to achieve a reasonable, competitive cost of funding

iii) Price Risk and Sensitivity:

The Company is mainly exposed to the price risk due to its investment in Equity instruments carried at
FVOCI. The price risk arises due to uncertainties about the future market values of these investments.
These are exposed to price risk.

The company also have investment in equities of other companies. The company treats the investment as
strategic and thus fair value the investment through OCI. Thus the changes in the market price of the
securities are reflected under OCI and hence not having impact on profit and loss. The profit or loss on sale
will be considered at the time of final disposal or transfer of the investment. Also investment in associates
and subsidiaries are carried at cost.

Note 25:- Capital Risk Management

The Company’s policy is to maintain an adequate capital base so as to maintain creditor and market
confidence and to sustain future development. Capital includes issued capital and all other equity reserves
attributable to equity holders. In order to strengthen the capital base, the company may use appropriate
means to enhance or reduce capital, as the case may be.

Note 29: Assets pledged as security

No assets pledged as security during the year.

Note 30 : Lease

(a) Transition to Ind AS 116 :

Effective April 1, 2019, the Company adopted Ind AS 116 “Leases" and applied the standard to all lease
contracts. Accordingly, Ind AS 116 is applied only to contracts that were previously identified as leases
under Ind AS 17.

(b) Operating lease as Leasor:

The company has leased a premises under cancellable operating lease. The leases have varying terms,
escalation clauses and renewal rights. On renewal, the terms of the leases are renegotiated.

Note 31: Disclosure pertaining to corporate social responsibility expenses

The company has not applicable provision of Sec. 135 of the Companies Act, 2013 viz. Corporate Social
Responsibility.

Note 32 : Contribution to political parties during the year 2024-25 is Rs. Nil (previous year Rs. Nil).

Note 33: There are no amounts due and outstanding to be credited to Investor Education & Protection Fund
as at March 31,2025

Note 34: Disclosure pertaining to Immovable properties

a) The title deeds, of all the immovable properties (other than immovable properties where the Company is
the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial
statements included in Property, Plant and Equipment are held in the name of the Company as at the
balance sheet date.

b) The Company has not revalued its Property, Plant and Equipment and intangible assets (including Right-
of-Use assets) during the year.

Note 35: Wilful defaulter

The Company has not been declared as Wilful defaulter by Banks/Financial Institution/Other Lender.

Note 36: Details of pending charge creation / satisfaction registration with ROC.

The company has no such charges which are pending for creation or yet to be satisfied.

Note 37: Scheme’s of arrangements with the competent authority in terms of Sec. 230 to 237 of the
Companies Act, 2013.

The Petition for Sanction of Scheme of Merger i.e. Merger by Abosrption of Fujisan Technologies Limited
(Transferor Company) with Thacker and Company Limited (Transferee Company) and their respective
shareholders has been admitted by Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench.

A) Scheme of Merger by Abosrption

The Hon’ble National Company Law Tribunal (NCLT/Tribunal), Mumbai Bench, had vide its order
dated 01/05/2025 approved the Scheme of Merger by Absorption (‘the Scheme"), under Sections
230 to 232 of the Companies Act, 2013, other relevant provisions of the Companies Act, 2013 and
Companies (Compromises, Arrangements and Amalgamation) Rules, 2016, between the Holding
Company, Thacker And Company Limited (“Transferee Company” or “TCL”) and the Subsidiary
Company, Fujisan Technologies Limited (“Transferor Company” or “FTL") and their respective
Shareholders. The Scheme inter-alia involved the Scheme of Merger by Absorption of above said
Transferor Company into Transferee Company with effect from appointed date i.e. 01/04/2022.
The Board of Directors of both the Transferor Company/the Transferee Company at their meeting
held on 09/01/2023 had approved the Scheme.

The Financial Statements of the Transferee Company for the year ended 31/03/2024 were
approved by the Board of Directors of the Company at their meeting held on 29/05/2024 without
giving effect to the Scheme since the scheme was pending for approval before the Hon’ble NCLT,
Mumbai Bench. Upon approval of the Scheme by the Hon’ble NCLT, Mumbai Bench, vide order
dated 01/05/2025 and filing of the said Order alongwith the approved Scheme with Registrar of
Companies, Maharashtra, on 22/05/2025 by both the Transferor Company and the Transferee
Company the Scheme has become effective. Accordingly, pursuant to an approved Scheme of
Merger by Absorption, the Transferee Company has given effect to the Scheme in the standalone
financial statements as on 01-04-2024 for the Appointed date of 01/04/2022. Pursuant to the
approved Scheme of Merger by Absorption, the Transferee Company has accounted for Merger in
its books as per the applicable accounting principles prescribed under relevant Accounting
Standards. Pursuantto the Scheme of Amalgamation: -

i. all rights, assets, liabilities, business operations and activities pertaining and relating to the
Undertaking of the Transferor Company ("Undertaking”) as on the appointed date i.e. 01/04/2022
have been transferred to the Transferee Company at their respective book values.

ii. any loans, advances, cross holdings or other obligations that are due between the Transferor
Company and the Transferee Company, if any, ipso facto, stand discharged and come to end and
the same is eliminated by giving appropriate elimination effect in the books of account and records
oftheTransferee Company.

iii. The authorised share capital of the Transferee Company, automatically shall stands increased with
the clubbing of the Authorised Share Capital of the Transferor Company without any further act,
instrument pursuant to Section 13, 14, 55, 61, 62 and 64 of the Companies Act, 2013 and other
applicable provisions of the Act.

v. All the employees engaged in the undertaking of the Transferor Company shall become the
employees of the Transferee Company on the same terms and conditions and on the basis that
their service shall have been continuous and shall not be interrupted by reason of the Merger by
Absorption. Provident fund, gratuity fund and any other special fund existing for the benefit of the
employees of the undertaking of the Transferor Company shall be administered by the Transferee
Company, upon the scheme becoming effective. All rights, duties, power and obligation of the
Transferor Company in relation to such funds shall become those of the Transferee Company.

vi. all legal or other proceedings initiated by or against the Transferor Company in respect of the
undertaking of the Transferor Company shall be transferred in the name of the Transferee Company
and be continued, prosecuted and enforced by or against the Transferee company to the exclusion of
the Transferor Company.

vii. as per the Scheme, during the period between the Appointed date and the Effective date, the
Transferor Company is deemed to have carried on its business and activities relating to the
undertaking of the Transferor Company and shall stand possessed of all its assets and properties in
“trust” on behalf of the Transferee Company. Further all profits or incomes earned and losses and
expenses incurred towards the undertaking of the Transferor Company for the period/year, shall for
all purposes, be deemed to be profits or income or losses or expenditure respectively, of the
Transferee Company.

viii. the title deeds for immovable properties, if any, licenses, agreements, loan documents etc.
pertaining to the undertaking of the Transferor Company are in the process of being transferred in
the name of the Transferee Company.

B) DISCLOSURE PURSUANT TO ACCOUNTING STANDARD (AS) 15 “EMPLOYEE BENEFITS”

Pursuant to the Scheme of Merger by Absorption, all the employees pertaining to the undertaking of
the Transferor Company along with their employee benefit liabilities have been transferred to the
Transferee Company with effect from the appointed date i.e. 01/04/2022.

Note 38: Reconciliation and Deviation in Submitting the Stock Statements to lenders:

The company has not taken any facilities from banks/financial institutions against current assets hence
disclosure regarding review and reporting of filings and submission of Quarterly returns or statements with
banks/financial institutions are in agreement with books of accounts are not available.

Note 39: Utilization of borrowed funds and share premium:

The company has not granted/advance/invested funds in any entities or to any other person including
foreign entities during the year with the understanding that the

a) Intermediary shall directly or indirectly lend or invest in any manner whatsoever by or on behalf of the
company (Ultimate beneficiaries).

b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

The company has not received any funds during the year from any person's/entities including foreign
entities with the understanding that the company shall

a) Directly or indirectly lend or invest in any manner whatsoever by or on behalf of the funding entity (Ultimate
beneficiaries).

b) Provide any gurantee, security or the like to or on behalf of the ultimate beneficiaries.

Note 40: Relationship with Struck off Companies

There are no companies which are struck off in MCA with whom the company has entered into transactions
and are outstanding.

Note 41: Crypto Currency/Virtual Currency

The company hadn’t done any transaction in Crypto or Virtual currency.

Note 42: Utilisation of Borrowings availed from Banks and Financial Institutions

The Company has no borrowings from banks.

Note 43 : In the opinion of the Board:

i) The current assets, loans and advances will realise in the ordinary course of business, at
least the amount at which these are stated in the Balance Sheet

ii) Provision for all known liabilities have been made.

Note 44: Rule 11 (g) of Companies (Audit and Auditors) Rules, 2014

The Company has used accounting softwares for maintaining its books of account for the financial year
ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has
operated throughout the year for all relevant transactions recorded in the softwares.

Note 48 : Regrouping / Reclassification

Figures of previous year have been regrouped, rearranged, reclassified where ever necessary to make
them comparable with that of current year.

The accompanying notes are integral part of the financial statements.

As per our report of date attached

For and on behalf of P. R. AGARWAL & AWASTHI For and on behalf of the Board of Directors of Thacker and Company Limited

Chartered Accountants
Firm Registration No: 117940W

CA Pawan K R Agarwal Arun K Jatia Ajay Dedhia Raju R Adhia Shefali Patel

Partner Director Director CFO CS

Membership No. 34147 (DIN : 01104256) (DIN : 01026077)

Date: 27th May 2025 Date: 27th May 2025 Date: 27th May 2025 Date: 27th May 2025 Date: 27th May 2025

Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai Place: Mumbai