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.

NTC Industries Limited has issued a postal ballot notice to shareholders seeking approval for a significant business expansion into the food sector. The company dispatched the notice on January 5, 2026, to shareholders whose names appear in the records as of the cut-off date of December 26, 2025.

Proposed Business Diversification

The company seeks to alter its Memorandum of Association by adding a comprehensive food business object clause. The proposed addition would enable NTC Industries to engage in various food-related activities including manufacturing, processing, trading, and distribution operations.

The new object clause encompasses a wide range of food business activities:

• Manufacturing, processing, and production of food products
• Trading, importing, and exporting food articles
• Distribution and wholesale operations
• Processing of ready-to-eat and ready-to-cook foods
• Handling of agricultural produce, cereals, pulses, and spices
• Operations in bakery products, confectionery, and dairy items

E-Voting Process and Timeline

The company has appointed National Securities Depository Limited (NSDL) as the e-voting service provider. Shareholders can cast their votes electronically during the specified period.

Regulatory Compliance and Rationale

The proposed alteration requires approval through postal ballot as mandated under Section 110 of the Companies Act, 2013, and Rule 22 of the Companies (Management and Administration) Rules, 2014. As a listed entity, the company must obtain shareholder approval through special resolution via postal ballot and e-voting.

The Board of Directors, in their meeting held on January 1, 2026, considered the expansion appropriate given the increasing demand and potential in the food processing sector. The company stated that the proposed alteration would enable exploration of new business avenues, enhance operational flexibility, and support long-term growth.

Shareholder Information and Access

The postal ballot notice is being sent exclusively through electronic mode to shareholders whose email addresses are registered with the company or depositories. Physical copies are not being dispatched in compliance with MCA circulars.

Shareholders can access the complete postal ballot notice on:

• Company website: www.ntcind.com
• BSE website: www.bseindia.com
• Calcutta Stock Exchange website: www.cse-india.com
• NSDL e-voting portal: www.evoting.nsdl.com

The company has confirmed that none of the directors or key managerial personnel have any financial interest in the proposed resolution. Voting rights will be proportionate to shareholding in the paid-up equity share capital as of the cut-off date.