Annual Report of 2025-26

03rd August, 2026 To, To, BSE Limited The Calcutta Stock Exchange Ltd. Phiroze Jeejeebhoy Towers 7, Lyons Range, Dalal Street, Kolkata- 700 001 Mumbai- 400 001 Scrip Code: 28044 Scrip Code: 526723 Sub: Annual Report and Notice of the 35th Annual General Meeting Dear Sir/Madam, In furtherance to our letter dated 25th July 2026 and pursuant to Regulation 30 and 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable schedules thereto, we are enclosing herewith a copy of Annual Report along with the Notice of 35th Annual General Meeting of the Company scheduled to be held on Tuesday, 25th August, 2026 at 12:30 p.m. (IST) for the financial year 2025-26, through Video Conferencing / Other Audio Visual Means. Further, in accordance with the relevant circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India the aforesaid documents are being dispatched electronically to those Members whose email IDs are registered with the Company / Depository Participants. The said Notice and Annual Report for the financial year 2025-26 are also available on the Company’s website i.e., www.ntcind.com This is for your information and records. Thanking you, Yours faithfully, For ntc industries limited Tanya Bansal Company Secretary & Compliance Officer Encl: as above e-mailID:info@ntcind.com; Website: www.ntcind.com; CIN: L70109WB1991PLC053562 ANNUAL REPORT 2025-26 Manufacturer and supplier of cigarettes in India and Overseas. �OUT US ntc industries Ltd. is one of the oldest manufacturer of cigarettes in India. On September 1931 the company was incorporated as National Tobacco Company of India Ltd. In 1994 ROB Industries Ltd. purchased the asset and goodwill of the company and latter become to be known as ntc industries Limited. ntc is one of the few companies ;n India having license to manufacture cigarettes. The company has a solid foundation with visionary Leadership f(cid:98)m the Board of Members who are supported by experienced and dedicated p(cid:98)fessionals, the best talents in their respective fields, who have helped to achieve optimum ntc exports cigarettes to South America, African e(cid:69)iciency in cigarettes manufacturing, marketing & Countries and Middle East Countries. expo(cid:99). ntc a/so undertakes contract for manufacture and ntc is prominent among cigarettes manufacturer in deliver products blended and packaged to very India with a wide range of brands. ntc has a exact specification of the customers. presence in all segment of market. ntc's popular portfolio of brands include Regent, Cool, No. 10, Maypole, Jaipu(cid:95) General. ntc is the market leader of ntc has won recognition for excellence in quality at 'roll-your-own-tobacco' (Prince Henry) in India. The various forums including the World Tobacco company pioneered the introduction of 84 mm King Products Contest in Brussels, Rotterdam, Size filter cigarettes, mentholated cigarettes in India. Amsterdam, Paris and Luxemburg. ntc has a mode(cid:96) PMD for tobacco processing of ntc, in the past, produced brands like Rothmans any blend type-Virginia or American. We can make King Size, Oxford King, under license from and develop finest blends to suit customer choice. Rothmans of Pall Mall. ntc's SMD for making & packing is well equipped ntc had an agreement in past with Sampo(cid:96)a Asia with full range of mode(cid:97) machineries to produce pte. of Indonesia to impo(cid:100) and distribute Exclusive' quality cigarettes as well as excellent finished brand of clove cigarettes in India. packets in conformation to Inte(cid:96)ational Standards. The company is working with single minded focus on continuous value creation for custome(cid:95) through R&D in creating quality blends, maintaining consistent quality with state of the art manufacturing technology ntc has consistently C maintained quality parameters with the Product Quality Rating System. Board of Directors Auditors Registrar & Statutory Auditors Share Transfer Agent Mr. Avijit Maity Managing Director M/s R. Rampuria & Co. M/s Niche Technologies Private (Firm Registration No.: 325211E) Limited Ms. Moumita Ghosh Non-Executive & Chartered Accountants 3A, Auckland Place, 7th Floor Independent Director Martin Burn House, Room No. 7A & 7B, Kolkata – 700 017 1. R.N. Mukherjee Road, Phone No. 033-22806616/6617/6618 Mr. Samprati Kamdar Non-Executive & 3rd Floor, Suit No. 318A, Fax No. 033-22806619 Independent Director Kolkata -700 001 E-mail: nichetechpl@nichetechpl.com Mr. Sharad Kumar Bacchawat Non-Executive Internal Auditors Website: https://www.nichetechpl.com & Independent Director M/s Garg Narendra & Co. (Firm Registration No.: Mr. Tapan Kumar Chakraborty Whole Time 323694E) Martin Burn House, Solicitors Director 1, R.N. Mukherjee Road, Mr. Dipayan Choudhury, *appointed w.e.f. 15.05.2025 3rd Floor, R.No. 305A, Advocates Mr. Niraj Sinha Non-Executive Director Kolkata-700 001 Registered Office Bankers CIN: L70109WB1991PLC053562 Chief Financial Officer HDFC Bank 149, B.T. Road, P.O.- Kamarhati, Mr. Vivek Soni# Punjab National Bank Union Bank of India Kolkata – 700 058 #appointed w.e.f. 07.05.2026 State Bank of India Mob: +91 75950 46813 Email id: investors@ntcind.com Company Secretary and Mr Avijit Maity# Website: www.ntcind.com Compliance Officer #resigned w.e.f. 13.05.2025 Ms. Tanya bansal^, ACS 70526 ^appointed w.e.f. 03.04.2025 Mr Avijit Maity# Ms. Anushree Chowdhury^, ACS #appointed w.e.f. 13.05.2025 69161 ^resigned w.e.f. 03.04.2025 Mr. Prem Chand Khator# #resigned w.e.f. 13.02.2025 INSIDE THE PAGES Particulars Page No. Notice 01 Directors’ Report 25 Secretarial Audit Reports – Annexure A1 and A2 36 & 41 Report on Corporate Governance – Annexure B 44 CEO-CFO Certification 67 AOC-1 68 Management Discussion and Analysis Report – Annexure C 70 Disclosures under section 134(3)(m) of the Companies Act, 2013 – 75 Annexure D Details pertaining to remuneration as required under section 197(12) of the 77 Companies Act, 2013 – Annexure E Financial Section Independent Auditors’ Report – Standalone 81 Financial Statements – Standalone 94 Independent Auditors’ Report – Consolidated 134 Financial Statements – Consolidated 142 NTC Industries limited 149, B.T. Road, Kamarhati, Kolkata -700 058 Phone: +91-7595046813 | E-mail: investors@ntcind.com | www.ntcind.com CIN: L70109WB1991PLC053562 NOTICE Notice is hereby given that the 35th Annual General Meeting of the Members of NTC Industries Limited will be held on Tuesday 25th August, 2026 at 12:30 p.m. through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’) to transact the following business(es): Ordinary Business: 1. To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the year ended 31st March, 2026 together with the Report of the Board of Directors and the Auditors thereon. 2. To appoint a director in place of Mr. Tapan Kumar Chakraborty (DIN: 09175798) who retires by rotation at this Annual General Meeting and being eligible offers himself for re-appointment. Special Business: 3. To consider and approve the issuance of warrants convertible into Equity Shares on preferential basis to the Promoter Category To consider, and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution- “RESOLVED THAT pursuant to the provisions of sections 23, 42, 62(1)(c), and other applicable provisions of the Companies Act, 2013 (“the Act”) read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, as amended, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Memorandum and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Re [Showing first 8,000 characters — download PDF for full document]