Thacker & Company’s record is clean on audit: six years of unqualified opinions, no fraud flags, and no statutory dues disputes. Two things deserve attention: shareholders have approved a ₹20 crore unsecured loan to a promoter-group entity that is loss-making and has negative net worth, a sum equal to 652% of the company’s own turnover, and operating cash flow has been negative for five straight years, cumulatively consuming ₹11.92 crore against ₹17 crore of EBITDA.
Key findings
- A ₹20 crore unsecured loan to a loss-making promoter entity was approved
Major- Shareholders approved an inter-corporate deposit facility of up to ₹20 crore to Biodegradable Products India Limited, a promoter-group entity where common director Arunkumar Jatia holds 45.74%. The entity reported a turnover of ₹0.25 lakhs, a loss after tax of 4.23 crore, and a negative net worth of 41.04 crore for FY2024-25. The ₹20 crore limit equals 652% of Thacker & Company’s own consolidated turnover for FY2024-25, and the loan is unsecured, repayable on demand, carrying interest of 7-9% per annum. - Operating cash flow has been negative for five consecutive years
Major- From FY2022 through FY2026, cumulative cash flow from operations was negative ₹11.92 crore against cumulative EBITDA of ₹17 crore. In FY2026 alone, operating cash flow was negative ₹0.37 crore against a profit after tax of ₹3.01 crore. The Board has recommended no dividend for FY2025-26 and FY2023-24, and declared no dividend during FY2022-23, citing the need to conserve financial resources. - A merger with a subsidiary carried a three-year gap between appointed and effective dates
Minor- The NCLT Mumbai Bench sanctioned the merger of Fujisan Technologies Limited into Thacker & Company on 1 May 2025, with an appointed date of 1 April 2022, and the order became effective on 22 May 2025. Separately, the company consistently declines to recognise deferred tax assets on carried-forward business losses, citing uncertainty of future taxable income. - Arunkumar Jatia’s personal shareholding rose from 3.54% to 18.12%
Minor- Promoter Arunkumar Mahabirprasad Jatia increased his personal shareholding from 38,530 shares (3.54%) as of 10 March 2021 to 1,97,150 shares (18.12%) as of 11 June 2025 through open-market purchases. The six-member board includes two promoter directors who are father and daughter, and no director drew remuneration beyond sitting fees of ₹1,20,000 each in FY2025-26. - Revenue is small and lumpy, with negligible receivables
Clean- Revenue from operations fell to ₹2.33 crore in FY2025-26 from ₹3.07 crore in FY2024-25, as the trading business shrank from ₹3.49 crore in FY2021-22 to just ₹0.32 crore by FY2023-24 and is no longer a reported segment. Trade receivables stood at ₹0.11 crore, with receivable days at 6.97, and management states no credit risk provision is required. - Clean audit opinions across all years, with one resolved CARO observation in FY22
Clean- The standalone and consolidated audit opinions were unqualified every year from FY22 through FY26, with no Key Audit Matters reported. The sole blemish was a FY22 CARO observation that loans granted were interest-free and prejudicial to the company’s interest; from FY23 onward, no such observation appears, and the FY24 CARO confirms loans to other parties are repayable on demand with regular interest payments.
What to watch
- Inter-corporate deposit outcome. Actual drawdowns, interest receipts, and repayment status under the ₹20 crore facility with Biodegradable Products India Limited are to be reported in the FY2026-27 annual report.
- Promoter director re-appointment. The 148th AGM, scheduled per notice dated 29 July 2026, will vote on the re-appointment of Arunkumar Mahabirprasad Jatia, who retires by rotation.
- Pending proceedings from the merger. The NCLT order dated 1 May 2025 directed that any pending proceedings by or against Fujisan Technologies Limited continue against Thacker & Company; no update was available as of the FY2025-26 annual report.
Bottom line: This is a disclosed and audited record with a clean audit trail and a simplified group structure. The risk sits in two places: the ₹20 crore unsecured loan facility to a promoter-linked entity with negative net worth, and five years of cash losses that have consumed nearly ₹12 crore against reported profits. Watch the actual drawdowns and repayment under that facility, and whether operating cash flow turns positive.