NTC Industries Limited has successfully concluded its postal ballot process, announcing the voting results on February 6, 2026, in compliance with SEBI Regulations 30 and 44(3). The company sought shareholder approval for a crucial corporate restructuring initiative through remote e-voting conducted over a month-long period.

Postal Ballot Process and Timeline

The remote e-voting process commenced on January 6, 2026, at 09:00 a.m. IST and concluded on February 4, 2026, at 5:00 p.m. IST. The company issued the postal ballot notice on January 1, 2026, providing shareholders with comprehensive details about the proposed resolution. The record date for determining eligible voters was set as December 26, 2025, with a total of 8,910 shareholders registered on that date.

Resolution Details and Voting Results

The company proposed an ordinary resolution to alter the object clause of its memorandum of association. The voting results demonstrated exceptional shareholder support across all categories. Out of the total 14,519,000 shares, 7,924,816 votes were polled, representing a participation rate of 54.58%.

Category-wise Voting Breakdown

The promoter and promoter group, holding 7,890,320 shares, participated through postal ballot with 4,445,752 votes cast, representing 56.34% of their holdings. All promoter votes were unanimously in favor of the resolution. Public non-institutional shareholders showed strong support with 3,479,021 votes in favor and only 43 votes against from their total participation of 3,479,064 votes.

Scrutinizer Confirmation and Compliance

Prachi Todi, Practicing Company Secretary with membership number 53022, served as the appointed scrutinizer for the postal ballot process. The Board of Directors appointed her on January 1, 2026, and she submitted her comprehensive scrutinizer report on February 5, 2026. The report confirmed that the resolution was passed with the requisite majority in full compliance with the Companies Act, 2013, and SEBI listing regulations. The votes were unblocked on February 5, 2026, at 11:49 a.m. in the presence of two witnesses who are not employees of the company.

Corporate Governance and Transparency

The company maintained full transparency throughout the process, with Company Secretary and Compliance Officer Tanya Bansal ensuring proper disclosure to BSE Limited and The Calcutta Stock Exchange Limited. The voting results and scrutinizer report have been uploaded on the company's website at www.ntcind.com , providing stakeholders with easy access to complete documentation. This successful postal ballot process reflects NTC Industries' commitment to robust corporate governance practices and shareholder engagement.

NTC Industries Limited has provided comprehensive clarifications to BSE Limited and The Calcutta Stock Exchange regarding observations raised on its Annual Report for FY 2024-25. The company addressed multiple queries related to financial disclosures, investment changes, and asset variations through detailed explanations and supporting data.

Annual Report Format Clarification

The company clarified that all notes to accounts forming part of standalone and consolidated financial statements have been duly included in the Annual Report for FY 2024-25. The blank pages appearing with the heading "Notes" are part of the standard Annual Report format traditionally used by the company, intentionally kept blank to enable shareholders to write comments or remarks.

Non-Current Investment Details

NTC Industries provided a comprehensive breakdown of its non-current investments, showing a significant increase from ₹16.33 crore in FY 2023-24 to ₹108.17 crore in FY 2024-25:

Investment Increase Explanation

The company explained that the ₹91.84 crore increase in investments does not involve fresh cash outflow and therefore is not reflected in the Cash Flow Statement. The changes are primarily attributable to:

• Share Split Impact: RDB Infrastructure underwent a 10:1 share split, increasing the number of shares held with investment reflected at prevailing market value
• Bonus Shares: VST Industries Limited issued 8,190 bonus shares against 819 existing equity shares, involving no cash outflow
• Strategic Investment: ₹20.00 crore investment in Dunkel Braun Private Limited through Optionally Convertible Preference Shares for business growth and expansion

Loans and Advances Breakdown

The company addressed the 48.63% increase in loans and advances from ₹45.73 crore in FY 2023-24 to ₹67.97 crore in FY 2024-25:

Other Current Assets Analysis

The company explained the 146.59% increase in other current assets from ₹2.93 crore to ₹7.35 crore, primarily due to:

• Advance to Suppliers: Increased to ₹2.03 crore from ₹1.21 crore
• Balance with Revenue Authorities: Rose to ₹3.93 crore from ₹1.19 crore, representing CGST, SGST, and IGST input balances
• Goods in Transit: ₹77.31 lakh representing raw materials from suppliers invoiced under accrual accounting

Preferential Allotment Utilization

Out of the total preferential allotment proceeds, ₹20.00 crore were utilized for investment in Dunkel Braun Private Limited through subscription to Optionally Convertible Preference Shares. This strategic investment supports expansion of business operations and manufacturing capacity enhancement, aligning with the company's disclosed objectives for long-term capital requirements and business growth.