NTC Industries Ltd

In order to meet its growing funds requirement and conserve its resources and to plough back its entire profit into the expansion activities, your directors have decided not to declare dividend for the financial year 2024-25. The Company has an ongoing need of financial resources for the purpose of expansion activities. Further, the Company has not proposed any transfer to its Reserves.

During the year under review, the Company focused on improving productivity, reducing costs and utilized its cash flows most effectively.

Your Company has achieved an overall total turnover of Rs. 4900.95Lakhs as compared to Rs. 3598.71Lakhs in the previous year reflecting an uptrend of 26.57% The export sales increased to Rs. 2834.02 Lakhs from Rs. 2112.40 Lakhs. Your company has a Profit before Tax of Rs. 1042.94 Lakhs during the year as compared to Rs. 459.28 Lakhs in the previous year. During the year under review, your Company generated a revenue of Rs. 4824.85 Lakhs from sale & manufacturing of Cigarettes and sale of FMCG products as compared to Rs. 3186.56 Lakhs in the previous year. The Company also generated revenue out of Rental Services of Rs. 76.10 Lakhs during the year under review as compared to Rs. 412.15 Lakhs in the previous year.

During the financial year, there has been no change in the nature of business of the Company.

During the financial year the company has issued and allotted 25,75,000 equity shares of Rs. 10/- each on a preferential basis pursuant to conversion of warrants . Pursuant to the above, the Paid-up Share capital increased from Rs.1194.40 Lakhs divided into 1,19,44,000 equity shares of Rs. 10 each to Rs. 1451.90 Lakhs divided into 1,45,19,000 equity shares of Rs. 10/- each.

During the Financial the authorized capital as Authorised Capital increased from Rs. 20,00,00,000/- (Rupees Twenty crores only) divided into (i) 1,65,00,000 (One Crore Sixty Five Lakh) Equity share of Rs. 10/- each aggregating to Rs. 16,50,00,000/- (Rupees Sixteen Crores Fifty Lakhs Only) and (ii) 35,00,000 (Thirty Five Lakhs) 10% Non- Convertible Redeemable Preferential Shares of Rs. 10/- each aggregating to Rs. 3,50,00,000 (Three Crore Fifty Lakhs only) to Rs. 45,00,00,000/- (Rupees Forty- Five crores only) divided into (i) 4,15,00,000 (Four Crore Fifteen Lakh) Equity share of Rs. 10/- each aggregating to Rs. 41,50,00,000/- (Rupees Forty-One Crores Fifty Lakhs Only) and (ii) 35,00,000 (Thirty Five Lakhs) 10% Non- Convertible Redeemable Preferential Shares of Rs. 10/- each aggregating to Rs. 3,50,00,000 (Three Crore Fifty Lakhs only).

The Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31^st March, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

As on 31^st March, 2025, your company has 4(four) wholly owned subsidiaries namely

1. NTCIL Infrastructure Private Limited;

2. NTCIL Real Estate Private Limited;

3. NTCIL Siliguri Estate Private Limited; and

4. NTCIL Realty Private Limited

The Company has prepared a Consolidated Financial Statement of the Company and all of its subsidiaries which is forming part of this Annual Report in accordance with Section 129(3) of the Companies Act, 2013, (hereinafter referred to as the 'Act') and applicable Indian Accounting Standards.

The audited financial statements of the Company along with separate audited financial statements of the subsidiary are available on the Company's website i.e. www.ntcind.com. The Company will make these documents available to Members upon request made by them.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of your Company.

Pursuant to proviso to Section 129(3) of the Act, a report on the performance and financial position of each of

the subsidiaries included in the Consolidated Financial Statement is also provided in Form AOC-1 which forms a part of this Annual Report. The Company does not have any joint venture or associate company.

The highlights of performance of subsidiary and its contribution to the overall performance of the Company is given in Annexure to the Consolidated Financial Statements. Further, the Company does not have any joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended from time to time.

Pursuant to Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the 'Listing Regulations') the Company has formulated a Policy on Material Subsidiary and the same is available on the website of the Company at the link: http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Policy_on_Material_Subsidiary.pdf.

NTCIL Real Estate Private Limited is the material subsidiary of the Company.

NTCIL Siliguri Estate Private Limited and NTCIL Realty Private Limited are wholly owned subsidiaries of your company and were incorporated with a view to expand Company's real estate business and to tap on newer opportunities. Both the companies are yet to commence its business operations.

The Board comprises of an optimum mix of both Executive and Non-Executive Directors including the requisite number of Independent Directors and a Woman Director. Board comprises of 6 (Six) Directors which categorized as follow:

1. 2 (two) Executive Director

2. 3 (Three) Non-Executive Independent Director (which includes One women Director)

3. 1 (One) Non- Executive Non Independent Director.

The Board's composition and size is in compliance with the provisions of the Act and the Listing Regulations. The details of Directors of the Company and the remuneration drawn by them are given in the Annual Return which is available on the website of the Company.

As on 31^st March, 2025, none of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Tapan Kumar Chakraborty (DIN: 09175798), to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. .

A brief resume of the Director being re-appointed as required under Regulation 36(3) of the Listing Regulations forms a part of the Notice convening the ensuing AGM

In the Board Meeting of the Company held on 23^rd December 2024, Mr. Niraj Sinha (DIN: 06979287), Mr. Moumita Ghosh (DIN: 10874329), Mr. Samprati Kamdar (Din: 09615765) were appointed as Independent Directors of the Company for a period of five years w.e.f 23^rd December 2024. The shareholders of the Company through postal ballot concluded on 13^th March, 2025 approved the appointment of Mr. Niraj

Sinha (DIN: 06979287), Mr. Moumita Ghosh (DIN: 10874329), Mr. Samprati Kamdar (Din: 09615765) as Independent Directors for a period of five years w.e.f 23^rd December 2024, not liable to retire by rotation.

The Board is of the opinion that, Mr. Niraj Sinha, Mr. Moumita Ghosh and Mr. Samprati Kamdar are persons of integrity, expertise and competent experience and proficiency to serve the company as an independent director of the company that will strengthen the composition of the Board.

Mr. Pallab Bhadra (DIN: 10456082) and Mr. Binod Kumar Anchaliaha (DIN: 10480259), independent directors of the company resigned with effect from close of business hours of 23^rd December, 2024 due to personal reasons,.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Act, read with the Rules made thereunder and Regulation 16 and 25 of the Listing Regulations.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Ms. Moumita Ghosh (DIN: 10874329) continues as the Woman Director on the Company's Board in conformity with the requirements of Section 149(1) of the Act and Regulation 17 of the Listing Regulations.

Ms. Vembi Krishnamurthy Radha (DIN: 07141131), Non-executive Non independent Director of the company resigned with effect from 23^rd December 2024.

- Ms. Anushree Chowdhury (ACS 69161)

- Company Secretary & Compliance Officer of the Company resigned with effect from 03^rd April 2025.

- Ms. Tanya Bansal (ACS 70526) was appointed by the Board of Directors on the recommendation of NRC as the Company Secretary & Compliance Officer of the Company with effect from 03^rd April 2025 and was also designated as the KMP of the Company.

- Mr. Prem Chand Khator resigned from the post of the Chief Financial Officer of the Company with effect from 13^th February 2025

- Mr. Avijit Maity (DIN: 10456050) Managing Director of the Company was additionally appointed as the Chief Financial Officer with effect from 13^th May 2025.

- Mr. Tapan Kumar Chakraborty (DIN: 09175798), Non-executive Non independent Director of the company was appointed as Whole Time Director of the Company with effect from 15^th May 2025 and was also designated as the KMP of the Company.

The present KMPs of the Company as on the date of this report are as follows:

The Board of Directors have framed a policy which lays down a framework in relation to appointment, remuneration and other matters provided in Section 178(3) of the Act for Directors, Key Managerial Personnel and Senior Management Personnel of the Company. The same is also available on our website at www.ntcind.com.

An annual evaluation of the performance of the Board, its committees and of individual directors has been made by the Board of Directors of the Company pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed under the Listing Regulations. The Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. It was evaluated after seeking inputs from all the directors and Committees on the basis of the criteria such as the Board & Committee composition and structure, effectiveness of board & Committee processes, information and functioning, etc.

The Board and the Nomination and Remuneration Committee ('NRC') reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the performance of the Chairman of the meeting was also evaluated on the key aspects of his role.

During the year under review, 1(one) meeting of the Independent Directors were held on 06^th December 2024, where directors evaluated the performance of non-independent directors, performance of the Board as a whole and performance of the Chairman of the meetings, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors were also discussed.

The Directors expressed their satisfaction over the evaluation process and results thereof.

Your Company has a well-defined familiarization programme in line with the requirements of Regulation 25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013.The Company has devised a programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters and the same has been put up on the website of the Company.

The details of all the above committees along with composition, terms of reference, number and dates of meeting held, attendance at meetings are provided in the report on Corporate Governance forming part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

M/s. R. Rampuria & Co., Chartered Accountants (FRN: 325211E/Membership No.108771) were appointed as the Statutory Auditors at the Annual General Meeting ('AGM') of the Company held on 24^th September, 2022 for a period of 5(five) years beginning from the conclusion of 31^st Annual General Meeting until the conclusion of 36^th Annual General Meeting of the Company. Further, in this regard, the statutory auditors so appointed have submitted their written consent to the effect that their appointment as statutory auditors of the Company, if made, will be as per the requirements as laid down under Section 139 and 141 of the Act read with rule 4 of Companies (Audit and Auditors) Rules, 2014 and that they are not disqualified

Further, M/s. R. Rampuria & Co., has also subjected themselves to peer review process of Institute of Chartered Accountants of India (ICAI) and holds a valid certificate issued by the Peer Review Board of ICAI.

M/s. R. Rampuria & Co., Chartered Accountants (FRN: 325211E/Membership No.108771), the Statutory Auditor of your Company have conducted the statutory audit of the Company for the financial year 2024-25. The Independent Auditors Report for the financial year ended 31^st March, 2025 forms a part of this Annual Report.

Your Company is pleased to inform that there is no qualification / reservation / adverse remark made by the Statutory Auditors in their report on both the standalone and consolidated financial statements for the Financial Year ended 31st March, 2025.

No frauds were reported by auditors under sub-section (12) of section 143 of the Act.

The Board has appointed Ms. Prachi Todi, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2024-25. The Company had provided all assistance and facilities to the Secretarial Auditor for conducting their audit and the report of the Secretarial Auditor for the financial year 2024-25 is annexed herewith and marked as "AnnexureAl" to this Report.

There is no comments/observations form the Secretarial Audit Report for the year ended 31^st March 2025

The Board of NTCIL Real Estate Private Limited, a material subsidiary of the Company had appointed Ms. Prachi Todi, Practicing Company Secretary, to conduct the Secretarial Audit of the said material subsidiary

of the Company for the financial year 2024-25. The report of the Secretarial Auditor for the financial year 202425 is annexed herewith and marked as "AnnexureA2" to this Report.

Pursuant to Section 138(1) of the Act, M/s. Garg Narender & Co., Chartered Accountants had been appointed as the Internal Auditor of the Company for the financial year 2024-25 to conduct the Internal Audit of the Company. The Internal Auditor reports to the Audit Committee of the Board and the report of Internal Audit is also placed at the Meetings of the Audit Committee for review. No frauds were reported by the auditors under sub-section (12) of Section 143 of the Act during the year under review.

In accordance with Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014 (as amended) a copy of the Annual Return of the Company is hosted on its website and can be accessed at https://www.ntcind.com/others/.

During the financial year 2024-25, 13 (Thirteen) Board Meetings were held, details of which are given in the Corporate Governance Report forming part of this Annual Report. Details relating to the dates of Board Meeting indicating the number of meetings attended by each Director are also given in the Corporate Governance Report. The intervening gap between the Meetings was well within the period prescribed under the Companies Act, 2013.

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013.

(a) in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and 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 at the end of the financial year and the statement of profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care 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;

(d) the directors have prepared the annual financial statements on a going concern basis;

(e) 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; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to standalone financial statement .

All contracts / arrangements / transactions entered into by the Company during the financial year with Related Parties as defined under the Act and the Listing Regulations, were in the ordinary course of business and on an arm's length basis.

An omnibus approval from the Audit Committee for the financial year is obtained for the transactions which are repetitive in nature. The details of such transactions were also placed before the Audit Committee and the Board for their review and approval, on a quarterly basis. During the period under review the Company had entered into transactions in the ordinary course of business and on an arm's length basis with a related party for which approval of the shareholders have been taken at the Annual General Meeting of the Company.

Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other Designated Persons which may have a potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Act in Form AOC-2 is not applicable. The details of related party transactions are disclosed and set out in Note 36 to the Standalone Financial Statements forming part of this Annual Report.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board. The same can be accessible on the Company's website at https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POLICY-ON-RELATED-PARTYTRANSACTIONS- 2022.pdf.

A detailed report on Corporate Governance together with the certificate of compliance from a Practicing Company Secretary, as required under the Listing Regulations, is presented in a separate section and is annexed to this report as "Annexure B" and "Annexure B1", respectively.

A certificate of the Managing Director and CFO of the Company in terms of Regulation 17(8) read with Schedule II Part B of Listing Regulations, inter alia, confirming the correctness of the financial statement, adequacy of the internal control measures and reporting of the matters to the Audit Committee is also annexed hereto as "Annexure B3".

A separate report on Management Discussion and Analysis containing a detailed analysis of the Company's performance as per Regulation 34 (2) (e) read with Schedule V of the Listing Regulations is annexed hereto as "Annexure C" and forms part of the Annual Report.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided under "Annexure D" which forms part of the Directors' Report.

Pursuant to the requirement under Section 135 of the Act read with relevant Rules, the Board of Directors of your Company has constituted a Corporate Social Responsibility ('CSR') Committee. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance Report which forms part of this report.

In terms of Section 135 of the Act, read with the rules made thereunder, at least 2% of the average net profits of the last three financial years should be expended on CSR activities. The net profit of the Company during the immediately preceding financial year was less than Rs. 5 Crores. Moreover, the Net Worth and the Turnover of the Company in the immediately preceding financial year did not exceed the specified limits prescribed under the Act therefore the Company has not spent amount towards CSR.

The Company has made a CSR policy which is available on the website of the Company at the weblink: https://www.ntcind.com/wp-content/uploads/2022/08/NTC-CSR-POLICY-2022.pdf

The Company has developed and implemented a comprehensive Risk Management Policy which provides a structured approach for identifying, assessing, monitoring, and mitigating various risks associated with its business operations. This is in compliance with the provisions of the Companies Act, 2013 and applicable SEBI (LODR) Regulations.

The policy outlines a framework to proactively address and manage strategic, financial, operational, legal, compliance, environmental, and reputational risks. The objective is to safeguard shareholder value, achieve business objectives, and ensure long-term sustainability.

The Risk Management Policy is periodically reviewed and updated to address emerging risks and changing business dynamics. The policy also sets out risk tolerance limits and responsibilities for risk management at various levels across the Company.

The key risks identified during the year include:

• Market Risk - arising from competition, price fluctuations, and demand volatility

• Operational Risk - related to supply chain, production disruptions, and human resource constraints

• Financial Risk - including interest rate, credit, and liquidity risks

• Regulatory and Compliance Risk - due to evolving legal and regulatory frameworks

• Cyber security and IT Risk - threats related to data security and business continuity

Appropriate risk mitigation strategies have been formulated and implemented, such as diversification of supplier base, regular financial health monitoring, robust internal controls, regular IT audits, and strict compliance mechanisms.

The risk management issues are discussed in detail in the Management Discussion and Analysis Report forming part of this Directors' Report.

The Company's internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, factories and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the Companies Act, 2013 forms part of the Audit Report.

Your Company has adopted a "Code of Practice & Procedure for Fair Disclosure" as envisaged under SEBI (Prohibition of Insider Trading) Regulations, 2015 with a view to Regulate trading in equity shares of the Company by the Directors and Designated Employees of the Company. The said Code is available on the website of the Company at the link: https://www.ntcind.com/codes-and-policies/.

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177_of the Companies Act, 2013 read with relevant rules and the Listing Regulations with stock exchanges and it can be accessed from the website of the Company. No personnel has been denied access to the Audit Committee or its Chairman. The mechanism provides for adequate safeguards against victimization of employees and Directors who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's website at the web-link: https://www.ntcind.com/wp-content/uploads/2019/09/Vigilance-Mechanism-or- Whistle-Blower-Policy ntc.pdf.

During the Financial Year ended 31st March, 2025, no case was reported under this policy.

Your Company believes in best HR practices by providing its employees a world class working environment, giving them equal opportunities to rise and grow. We continue to implement the best of HR policies so as to ensure that talent retention is ensured at all levels. Employee relations continued to be cordial and harmonious at all levels and in all divisions of the Company during the year.

Details pursuant to section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report and are annexed herewith as "Annexure E".

None of the employees of the Company is in receipt of remuneration exceeding the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company is not required to maintain cost records as specified by the Central Government under subsection (1) of section 148 of the Act.

The Company has been complying with all the relevant applicable laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety. Further, in order to support the "Green Initiative in the Corporate Governance" by the Ministry of Corporate Affairs, the Annual Report for the FY 2024-25 and the Notice of the 34^th AGM of the Company are being sent through electronic mode to all such Members whose email IDs/addresses are registered with the Company/Depository Participants/Company's Registrar & Share Transfer Agent.

Your Company has not invited or accepted or renewed deposits from the public covered under Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations. You may also refer to Note Nos. 37 & 38 of the Financial Statements of the Company, forming part of this report for further details.

There are no instances of one-time settlement during the financial year.

There are no applications made or any proceeding pending against the Company under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

An Internal Complaints Committee has been constituted under the Anti-Sexual Harassment Policy approved by the Board of Directors of the Company, which provides a forum to all female personnel to lodge complaints, if any, therewith for redressal.

Your director's further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Statement on the compliances of applicable Secretarial Standards

The Ministry of Corporate Affairs has mandated compliance of SS-1 and SS-2 with respect to Board meetings and General Meetings respectively. The Company has ensured compliance with the same.

Pursuant to the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable regulations, the Company confirms that: ^•

• The Company has raised funds through [preferential allotment amounting to ^38.625 crores during the financial year [2024-25];

• The funds have been utilised for the purposes for which they were raised, as stated in the explanatory statement to the notice of general meeting;

• As on 31st March 2025, the total funds utilized amount to ^38.625 crores, and there is no unutilised amount.

• There has been no deviation or variation in the actual utilisation of proceeds as compared to the objects stated.

Object for the fund have been raised and where there have been a deviation, in the following table:

Place: Kolkata Date: 11^th July 2025