Thakkers Group Ltd

Secretarial Auditor Appointment

• Appointment of Ashok Surana, Peer Reviewed Practicing Company Secretary, as Secretarial Auditor.
• Term is five financial years from FY 2026-27 to FY 2030-31.
• Date of appointment: 30 September 2026, approved by shareholders.
• Reason for change: appointment of Ashok Surana as Secretarial Auditor.
• Brief profile: Ashok Surana is a peer-reviewed practicing Company Secretary with listing, SEBI experience.
• Relationship with other directors: Not Applicable.

Transaction details

• Exemption under Reg. 10(1)(a)(i) and disclosure under Reg. 10(7) of SEBI SAST.
• Gift of shares from Jitendra Manohardas Thakker to Bharti Jitendra Thakker (spouse) and to Gaurav Jitendra Thakker (son).
• Acquirers: Bharti Jitendra Thakker (spouse) and Gaurav Jitendra Thakker (son).
• Acquirers post-holding: Bharti 112,500 (7.10%), Gaurav 150,000 (9.47%).
• Seller held 375,000 shares (23.69%) before; 112,500 shares (7.10%) after.
• Total transferred: 262,500 shares; no cash consideration (gift).
• Acquisition date: September 22, 2026; report date: September 28, 2026.
• 10(5) filing completed with exchanges on Sept 10, 2026; 10(6) on Sept 23, 2026.
• Fees paid: INR 1,77,000 on September 28, 2026.
• Acquirers and seller are immediate relatives within the promoter group.

Target & Disclosures

• Target Company: Thakker's Group Limited (formerly Asian Food Products Limited).
• Acquirers: Bharti Jitendra Thakker and Gaurav Jitendra Thakker — promoter group.
• Seller: Jitendra Manohardas Thakker — promoter group.

Pre-Transaction Holdings

• Acquirers held 0 voting rights; Seller held 375,000 shares (23.69%).

Transaction Details

• Acquisition of 262,500 equity shares (16.57%); mode not specified.

Post-Transaction Holdings

• Bharti Thakker 112,500 shares (7.10%), Gaurav Thakker 150,000 shares (9.47%), Seller 112,500 shares (7.10%).

Capital Context & Date

• Before/after capital: 1,583,250 equity shares of Rs 10 each.
• Total diluted share capital: 1,583,250 shares.
• Date of transaction: 24-09-2026.

Thakkers Group Ltd: Trading window closed from October 01, 2026 till 48 hours after the declaration of unaudited financial results of the Company for the quarter and half year ended September 30, 2026.

Inter-se transfer within promoter group

• Transaction: inter-se gift transfer among immediate relatives; date 22-09-2026.
• Exemption: Regulation 10(1)(a)(i) from open offer.
• Acquirers: Bharti Jitendra Thakker; Gaurav Jitendra Thakker; Transferor: Jitendra Manohardas Thakker.
• Shares transferred: 112,500 to Bharti; 150,000 to Gaurav; total 262,500 (16.58%).
• Pre-transaction: Transferor held 375,000 shares (23.69%).
• Post-transaction: Bharti 112,500 shares (7.10%).
• Post-transaction: Gaurav 150,000 shares (9.47%).
• Post-transaction: Transferor 112,500 shares (7.10%).
• Method: gift; nil consideration.
• Stock exchange: BSE Limited.
• Promoter group total remains 56.09%; public float unchanged.
• Impact: No change in overall control; promoter composition shifts.

AGM book closure

• Register of Members and Transfer Books closed 24 Sep to 30 Sep 2026 (inclusive).
• 58th AGM to be held 30 Sep 2026 at 3:00 PM at the registered office.

Financial highlights

• Total income FY26: ₹2,631.15 Lakhs.
• PAT FY26: ₹205.32 Lakhs.
• PAT including OCI: ₹230.90 Lakhs.
• PBT: ₹261.92 Lakhs.
• EPS: ₹12.97 per share.
• Cash from operations: ₹651.99 Lakhs.
• Dividend for FY26: not declared.
• General Reserve transferred: ₹230.90 Lakhs.
• Net worth: ₹62.04 Crores.
• No subsidiary or JV in FY26.

Segment performance

• Construction & Contract Related Activity revenue: ₹796.09 Lakhs.
• Infrastructure & Hospitality revenue: ₹646.05 Lakhs.
• Estate Dealing & Development revenue: Nil.
• Total revenue from contracts with customers: ₹796.09 Lakhs.
• Unallocated other income: ₹1189.01 Lakhs.
• Total income FY26: ₹2631.15 Lakhs.
• Key note: segment results represented in MD&A.

Dividend and capital allocation

• Dividend distribution policy exists; no dividend declared for FY26.
• Transfer to General Reserve: ₹230.90 Lakhs.
• CSR obligation for FY26: ₹6.99 Lakhs; fully spent.
• CSR policy available on company website.
• CSR Committee formed Oct 2025; met four times.

Governance & board

• Board size: six directors; three Independent Directors.
• Woman director on the Board.
• Audit Committee met five times; chaired by G Deshmukh.
• Secretarial Auditor: Ashok Surana; appointment subject to member approval.
• Independent directors’ familiarization programme conducted.

Auditors & compliance

• Statutory auditors: Karwa Malani Kalantri & Associates; unmodified opinion.
• Secretarial audit: Ashok Surana; MR-3 report with no qualifications.
• Internal audit: conducted by S. S. Dhoot & Co.; findings reviewed.
• No fraud reported by statutory/secretarial auditors.

Corporate actions & AGM

• 58th AGM scheduled for 30 September 2026 in Nashik.
• Book closure from 24 to 30 September 2026.
• BSE listing: 507530; ISIN INE04VT01017.
• E-voting facility available for AGM; remote window to be announced.
• Compliance with SEBI LODR and related governance disclosures.

Outlook & risks

• Outlook: positive growth across real estate, construction, and hospitality.
• Risks: economic slowdowns, regulatory changes, cost inflation, liquidity pressures.

Compliance & disclosures

• MD&A attached and forms part of annual report.
• Corporate governance certificate by Practising Company Secretary annexed.
• SCORES investor complaints management in place.
• No material benami property; no default on borrowings.