Thacker and Company Limited has issued a postal ballot notice seeking shareholder approval for four key resolutions, including the re-appointment of Manager Raju R. Adhia and the modification of a material related party transaction with Biodegradable Products India Limited (BPIL). The company proposes to secure its existing inter-corporate deposit exposure by creating a joint mortgage over BPIL’s immovable property.

The proposal includes the re-appointment of Raju R. Adhia as Manager for a five-year term. Although Adhia will attain the age of 70 during this tenure, the board recommends his continuation citing his extensive experience and familiarity with the company's operations. His remuneration remains unchanged at ₹13,80,000 per annum.

Securing Related Party Exposure

A significant portion of the notice addresses the continuation and modification of inter-corporate deposits (ICDs) extended to BPIL, a related party within the promoter group. Thacker currently holds an unsecured ICD exposure with BPIL, capped at an aggregate principal amount of ₹20 crore. The proposed resolution seeks to convert this unsecured position into a secured one by creating a joint mortgage over approximately 22.93 acres of land owned by BPIL near Hinjewadi, Pune.

The mortgage will be created jointly in favor of Thacker and other related party lenders, including AMJ Land Holdings Limited, 3P Land Holdings Limited, Chem Mach Private Limited, and Suma Commercial Private Limited. AMJ Land Holdings Limited will act as the lead mortgagee. The security will rank pari passu among all mortgagees.

Financial Terms and Valuation

The ICD arrangement is proposed to continue for five financial years from FY27 to FY31. Each individual ICD disbursed during this period will be repayable within six years from its disbursement date. Interest rates on these deposits are set between 9% and 12% per annum, payable annually within three months of the financial year-end.

The valuation report dated July 23, 2026, values the mortgaged property at approximately ₹152.81 crore, with a distress value of ₹122.25 crore. The overall aggregate obligations secured under the joint mortgage deed are capped at ₹200 crore, inclusive of principal, interest, and other costs for all participating lenders.

What the Numbers Show

The disclosure reveals a significant divergence between BPIL’s operational performance and its asset-backed security. BPIL reported a net loss of ₹460.26 lakh and a negative net worth of ₹3,020.52 lakh in FY26, with negligible turnover of ₹0.26 lakh. Despite this distressed balance sheet, the security coverage ratio based on the book value of assets stands at 0.60 times, while the ratio based on distress value is 2.04 times. This indicates that while the borrower lacks operational cash flow, the real estate collateral provides substantial coverage against the principal exposure, shifting the risk profile from credit risk to asset realization risk.

Other Resolutions

The postal ballot also seeks approval for two other items:

1. Alteration of the Articles of Association to insert a new Article 63A, enabling the company to undertake buy-back of its own shares or specified securities in the future, subject to regulatory approvals.
2. Appointment of M/s V K Beswal & Associates as statutory auditors to fill the casual vacancy caused by the resignation of M/s P.R. Agarwal & Awasthi. The appointment is effective from August 13, 2026, until the conclusion of the next annual general meeting.

Voting via remote e-voting commenced on September 23, 2026, and will conclude on October 22, 2026. Results are expected to be declared on or before October 24, 2026.

Thacker & Company Limited concluded its 148th Annual General Meeting on August 25, 2026, with shareholders delivering near-unanimous support for the adoption of FY26 financial statements and the reappointment of Arunkumar Jatia as director.

The virtual meeting, held via Video Conferencing and Other Audio Visual Means with Jatia Chambers in Mumbai as the deemed venue, saw a total of 7,50,551 votes polled out of 10,87,719 outstanding shares. This represents a 69.00% participation rate among shareholders on record as of August 18, 2026.

Voting Results

Members approved two ordinary business resolutions through remote e-voting and electronic voting during the meeting. The scrutinizer’s report from M/s. Parikh and Associates confirmed that no invalid votes were cast for either resolution.

Promoter and promoter group shareholders, holding 7,49,350 shares (68.89% of total equity), voted 100% in favour of both resolutions. Public non-institutional shareholders participated with 1,201 votes polled on 2,55,210 shares held. While public non-institutional investors supported the financial statement adoption with 99.58% approval, they showed slightly more dissent on the director reappointment, with 71.86% voting in favour and 28.14% against.

Public institutional shareholders, holding 83,159 shares, did not participate in the e-voting process.

Key Resolutions Passed

The first resolution concerned the adoption of the Audited Standalone and Consolidated Financial Statements for FY26, including the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement. The second resolution approved the reappointment of Mr. Arunkumar Mahabirprasad Jatia (DIN: 01104256) as a director, replacing his tenure which expired by rotation.

Audit and Compliance

The statutory auditors, M/s. V K Beswal & Associates, and the secretarial auditor, M/s. Parikh and Associates, confirmed their presence. Both audit firms reported no qualifications, observations, or comments on financial transactions that would adversely affect the company’s functioning for the year ended March 31, 2026.

Ms. Siddhi Kul, Company Secretary and Compliance Officer, briefed members on regulatory matters. The scrutinizer for the e-voting process was Ms. Sarvari Shah, Practicing Company Secretary. No queries were raised by members during the live chat session facilitated by NSDL.