NTC Industries Ltd Directors Report

DIVIDEND & RESERVES

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 2025-26. The Company has not proposed any transfer to its Reserves.

REVIEW OF OPERATIONS

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. 10175.14 Lakhs as compared to Rs. 4900.95 Lakhs in the previous year reflecting an uptrend of 48.17% The export sales increased to Rs. 4712.77 Lakhs from Rs. 2834.02 Lakhs. Your company has a Profit before Tax of Rs. 1950.32 Lakhs during the year as compared to Rs. 1042.94 Lakhs in the previous year. During the year under review, your Company generated a revenue of Rs. 10091.65 Lakhs from sale & manufacturing of Cigarettes and sale of FMCG products as compared to Rs. 4824.85 Lakhs in the previous year.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

CHANGES IN SHARE CAPITAL

There has been no changed in paid-up Equity Share Capital of the Company as on 31stMarch, 2026.

The Authorised Capital of the Company during the year 2025-26 is 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) dated 31st August 2024.

The paid up capital of the Company during the year is Rs. 14,51,90,000/- (Rupees Forteen Cores Fifty- One Lakhs Ninety Thousand Only) divided into 1,45,19,000 (One Crore Forty- Five Lakh Nineteen Thousand only) Equity shares of Rs. 10/- each.

The Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31st March, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

During the year under review, none of the companies have become or ceased to be Subsidiaries, Joint Venture or Associate Company of the Company. 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 Financial Statements of each of the subsidiaries will be kept at the Registered Office of the Company and also at the Registered Office of the subsidiary companies and will be available to the investors seeking information at any time during the working hours of the Company except, Sunday. Further, as per section 136 of the Act, the audited financial statements both standalone & consolidated and related information of the Company along with the audited financial statements of each of the subsidiaries are available on our website at www.ntcind.com.

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.

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.

As on 31st March, 2026, your company has 4(four) wholly owned subsidiaries namely

NTCIL Infrastructure Private Limited NTCIL Infrastructure Private Limited is a wholly owned subsidiary and contributes to the overall performance of the Company. The Companys plans for securing growth in the real estate business is under way and appropriate action are taken at appropriate time for further development.

NTCIL Real Estate Private Limited - NTCIL Real Estate Private Limited is a wholly owned subsidiary and contributes to the overall performance of the Company. The Companys plans for securing growth in real estate business is under way and appropriate action are taken at appropriate time for further development.

NTCIL Siliguri Estate Private Limited and NTCIL Realty Private Limited are wholly owned subsidiary and were incorporated with a view to expand Companys real estate business and to tap on newer opportunities. The companies are yet to commence its business operations.

BOARD OF DIRECTORS

The Board comprises of an optimum mix of both Executive and Non-Executive Directors including Independent Directors and a Woman Director. The Boards 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 Corporate Governance report.

As on 31st March, 2026, none of the Directors of the Company are disquali ed from being appointed as Directors, as speci ed in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Quali cation of Directors) Rules, 2014.

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

Statement on Declaration given by Independent Directors under Sub- Section (6) of Section 149:

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.

B. Nomination & Remuneration Policy

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.

C. Board Formal Annual Evaluation

An annual evaluation of the performance of the Board, its committees and of individual directors has been carried out by the Board of Directors of the Company pursuant to the provisions of the Act and the CorporateGovernance requirements as prescribed under the Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board 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) meetings of the Independent Directors were held on 06th December 2025, 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.

D. FamiliarisationProgramme:

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.

Auditors and Explanation to Auditors Remarks Statutory Auditors

During the year under review, 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 24th September, 2022 for a period of 5(five) years beginning from the conclusion of 31st Annual General Meeting until the conclusion of 36th 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 for appointment.

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.

Statutory Audit

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 2025-26. The Independent Auditors Report for the financial year ended 31st March, 2026 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.

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

Secretarial Auditor and Reports

The Board has appointed Ms. Prachi Todi, Practicing Company Secretary, to conduct the Secretarial Audit for the financial year 2025-26. 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 2025-26 is annexed herewith and marked as "AnnexureA1" to this Report.

Explanation to the Remarks/Comments/Observation raised in the Secretarial Audit Report

There is no comments/observations form the Secretarial Audit Report for the year ended 31st March 2026

Secretarial Audit of Material Subsidiary

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 2025-26. The report of the Secretarial Auditor for the financial year 2025-26 is annexed herewith and marked as "AnnexureA2" to this Report.

Internal Auditors

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 2025-26 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.

Web address for Annual Return referred to in section 92(3) shall be published:

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/.

Number of meetings of the Board of Directors

During the financial year 2025-26, 19 (Nineteen) 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.

Directors Responsibility Statement

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.

Particulars of Loan, Guarantees and Investments under Section 186 of the Act

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.

Particulars of Contracts or Arrangements with Related Parties

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 arms 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 year, the Company had entered into a transaction in the ordinary course of business and on an arms 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. The details of related party transactions are disclosed and set out in Note 37 to the Standalone Financial Statements forming part of this Annual Report.

During the financial year ended March 31, 2026, the Company did not enter into any Material Related Party Transactions as defined under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All related party transactions entered into during the year were in the ordinary course of business and on an arms length basis and were approved by the Audit Committee in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

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 Companys website at https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POLICY-ON-RELATED-PARTYTRANSACTIONS-2022.pdf.

Corporate Governance

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.

CEO-CFO Certification

A certificate of the Managing Director and CFO of the Company in terms of Regulation 17(8) 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".

Management Discussion and Analysis Report

A separate report on Management Discussion and Analysis containing a detailed analysis of the Companys performance as per Regulation 34 of the Listing Regulations is annexed hereto as "Annexure C" and forms part of the Annual Report.

Material Changes and Commitments Affecting the Financial Position of the Company

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.

Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo

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.

Corporate Social Responsibility

Pursuant to the requirement under Section 135 of the Act and 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.

The company is required to contribute to CSR as per Section 135 of the companies act, 2013 read with schedule VII thereof for the current reporting period, while it was there in the previous reporting period.

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

Risk Management Policy

Your Company has developed and implemented a Risk Management framework which consist of plans&policies pursuant to requirement of the provisions of the Act read with provisions of the Listing Regulations.

In this ever-changing economic environment, your Company is exposed to various risks such as market risk, financial risk, liquidity risk, principal interest rate risk, credit risk and risks associated with the economy, regulations, competition among others. The aforesaid Risk Management framework helps in identifying, assessing, monitoring and mitigation of various risks to key business objectives. The Audit Committee of the company oversee and evaluate overall risk management framework which is periodically reviewed by the Board of Directors to ensure that the executive management controls the risk as per decided policy.

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

Adequacy of Internal Financial Controls

The Companys 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 Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems.

Policy on Prevention of Insider Trading

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/.

Vigil Mechanism

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(9) of the Act 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. The Whistle Blower Policy also provides for adequate safeguards against victimization of persons who use such mechanism and the same is also available on the Companys website at the linkhttps://www.ntcind.com/wp-content/uploads/2019/09/Vigilance-Mechanism-or-Whistle-Blower-Policy_ntc.pdf.

Human Resources

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.

Particulars of Employees

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.

Cost Records

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

Health, Safety and Environmental Protection

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 2025-26 and the Notice of the 35th 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/Companys Registrar & Share Transfer Agent.

Deposits

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

Details of Significant & Material Orders Passed by The Regulators or Courts or Tribunal

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.

Secretarial Standards

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of the Company Secretaries of India and such systems are adequate and operating effectively.

One time settlement with Banks

The Company serviced all the debts & financial commitments as and when they became due and no settlements were entered into with the bankers.

Maternity Benefits Act, 1961

The Company has complied with provisions relating to the Maternity Benefits Act, 1961.

Insolvency and Bankruptcy Code, 2016

During the review this financial year 2025-26 there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 .

Disclosures Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

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

Acknowledgements