Notice of 35th AGM of NTC Industries Limited.

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 20 25-26, 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 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 Regulations”), the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (“Takeover Regulations”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the policies, rules, regulations, guidelines, notifications and circulars, if any, issued by the Government of India, Ministry of Corporate Affairs (“MCA”) or any other competent authority, as may be necessary, including the Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”), and CSE Limited (“CSE”) where the Equity Shares of the Company are listed and subject to the necessary approval(s), consent(s), permission(s) and/or sanction(s), if any, of the appropriate authorities, institutions or bodies as may be required, and subject to such conditions as may be prescribed by any of them while granting any such approval(s), consent(s), permission(s) and/or sanction(s) and which may be agreed to by the Board of Directors of the Company (“the Board”) (which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution), consent of the Members be and is hereby accorded, to create, offer, issue and allot at an appropriate time, in one or more tranches in aggregate and upto 17,18,750 (Seventeen Lakhs and Eighteen Thousand Seven Hundred and Fifty Only) Convertible Equity Warrants (‘Warrants’), each carrying a right exercisable by the warrants holder(s) to subscribe to one (1) equity share against each warrant at an issue price of Rs. 160/- (Rupees One Hundred and Sixty Only) including premium of Rs. 150/- (Rupees One Hundred and Fifty Only) each per Warrant which is more than the price as determined by the Board in accordance with the pricing guidelines prescribed under Chapter V of the SEBI ICDR Regulations aggregating upto Rs. 27,50,00,000/- (Rupees Twenty Seven Crores Fifty Lakhs Only), on a ANNUAL REPORT 2025-26 | NTC INDUSTRIES LIMITED | 1 preferential allotment basis (‘Preferential Offer’) to the following promoter individual/entities (hereinafter referred to as the (“Proposed Allottees of Warrant”), entitling the warrant holders to exercise option to convert and get allotted 1 (One) Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each of the Company (“Equity Shares”) for each Warrant, within a period of 18 (Eighteen) months from the date of allotment of the Warrants, and in such form and manner and in accordance with the provisions of SEBI ICDR Regulations and Takeover Regulations. Sr. No. Name of the Proposed Allottees No. of warrants to be allotted 1 M/s YMS Finance Private Limited 937500 2 M/s Loka Properties Pvt Ltd 250000 3 M/s Ankur Constructions Pvt Ltd 218750 4 Mrs. Sheetal Dugar 312500 Total 1718750 RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the “Relevant Date” for the purpose of determination of the floor price for the issue and allotment of Warrants is Thursday, 23rd July, 2026, being the date 30 (Thirty) days prior to the date of this Annual General Meeting. RESOLVED FURTHER THAT the Preferential Issue of Warrants and allotment of equity shares on the exercise of the Warrants, shall be subject to the following terms and conditions, apart from others as detailed in the explanatory statement to this Notice and as prescribed under applicable laws: Upto 17,18,750 warrants of Rs. 10/- each shall be convertible into 17,18,750 Equity shares of Face Value of Rs. 10/- each on payment of aggregate price including premium of Rs.150/- (Rupees One Hundred Fifty Only) on the following terms and conditions; a) Exercise of offer for conversion of the warrants shall be at the sole option of the warrant holders at any time within the period of 18 months from the date of allotment of warrants in accordance with the SEBI ICDR Regulations, as amended from time to time; b) The Warrants subscription price equivalent to 25% of the issue price will be payable at the time of subscription of Warrants, as prescribed by the SEBI ICDR Regulations, 2018, which would be adjusted by the Company and appropriated against the issue price of the Equity Shares. Warrants exercise price equivalent to the 75% of the issue price of the Shares Warrants (‘Warrants’) shall be payable by the warrant holder(s)at the time of exercising conversion of Share Warrants; c) The Equity Shares to be so allotted on exercise of Warrants shall be in dematerialized form and shall be subject to the provisions of the Memorandum and Articles of Association of the Company and shall rank pari- passu in all respects including dividend, with the existing equity shares of the Compa [Showing first 8,000 characters — download PDF for full document]