Your Directors have pleasure in presenting the 33^rd (Thirty-Third) Annual Report together with the Audited Financial Statements for the financial year ended 31^st March, 2024.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company during the financial year 2023-24 are given herein below:

(Rs. in Lakhs

Particulars	Standalone		Consolidated
	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Financial Year 2022-23
1.a) Income from operations	3598.71	4318.39	4542.08	5222.96
b) Other income	666.18	270.74	745.13	300.40
2. Expenses	3889.67	4232.02	4077.98	4394.52
Profit/(Loss) before interest and depreciation	375.22	357.11	1209.23	1128.84
Less: a) Finance Cost	45.23	45.77	45.29	45.81
b) Depreciation	70.71	65.07	210.36	204.07
Profit/ (Loss) before Exceptional Items	259.28	246.28	953.58	878.96
Add: Exceptional Items	200.00	--	(281.31)	-- .
Profit/ (Loss) before taxation	459.28	246.28	672.28	878.96
Less:- Provisions for current tax, deferred tax and tax adjustments for earlier years	0.54	81.52	166.27	246.52
Profit/ (Loss) After Tax	458.75	164.76	506.01	632.45
Add: Balance brought forward from last year	3552.42	3387.66	6365.12	5732.67
Less: Amount transferred to Reserves	--	--	--	-- ''
Balance carried to the Balance Sheet	4011.17	3552.42	6871.13	6365.12

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 2023-24. The Company has an ongoing need of financial resources for the purpose of expansion activities. Further, 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. 3598.71 Lakhs as compared to Rs. 4318.39 Lakhs in the previous year reflecting a downtrend of 16.67%. The export sales increased to Rs. 2112.40 Lakhs from Rs. 1070.30 Lakhs. Your company has a Profit Before Tax of Rs. 459.28 Lakhs during the year as compared to Rs. 246.28 Lakhs in the previous year. During the year under review, your Company generated a revenue of Rs. 3186.56 Lakhs from sale & manufacturing of Cigarettes and sale of FMCG products as compared to Rs. 2113.60 Lakhs in the previous year. The Company also generated revenue out of Rental Services of Rs. 412.15 Lakhs during the year under review as compared to Rs. 457.13 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

The paid-up Equity Share Capital of the Company as on 31^st March, 2024 stood at Rs. 1194.40 Lakhs. There has been no change in the authorized and paid up capital of the Company during the year under purview. Further, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on 31^st March, 2024, 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. 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: https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POLICY-ON-MATERIAL-SUBSIDIARY.pdf

As on 31^st March, 2024, your company has 4(four) wholly owned subsidiaries namely, and its performance

1. NTCIL Infrastructure Private Limited;

2. NTCIL Real Estate Private Limited;

3. NTCIL Siliguri Estate Private Limited; and

4. NTCIL Realty Private Limited

NTCIL Infrastructure Private Limited - NTCIL Infrastructure Private Limited is a wholly owned subsidiary and contributes to the overall performance of the Company. The Company''s 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 Company''s 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 Company''s real estate business and to tap on newer opportunities however 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 Board''s 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 Annual Return which is available on the website of the Company.

As on 31^st March, 2024, none of the Directors of the Company are disqualified from being appointed as Directors, as specified in Section 164(2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

A. Appointment/Re-Appointment and Resignation of Directors and Key Managerial Personnel • Retirement by Rotation:

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 and accordingly he was re-appointed at the Annual General Meeting (''AGM'') of the Company held on 14^th September, 2023.

Further, Ms. Vembi Krishnamurthy Radha (DIN: 07141131) is due to retire by rotation at the ensuing Annual General Meeting, and being eligible, offers herself for re-appointment.

A brief resume of the Director being re-appointed as required under Regulation 36(3) of the Listing Regulations forms a part of the Notice convening the ensuing AGM.

• Independent Directors

At the 27^th AGM of the Company, Mr. Gaurav Somani (DIN: 06428114) and Mr. Amar Chand Baid (DIN: 07741980) were re-appointed as Independent Directors of the Company for the second term of five consecutive years w.e.f. 1^st April, 2019 to hold office till 31^st March, 2024 and Mr. Niraj Sinha (DIN: 06979287) has been appointed on 25^th April, 2021 as an Independent Director to hold office till 24^th April, 2026.

Due to some personal reasons and other professional commitments, Mr. Niraj Sinha has resigned from the post of Independent Director w.e.f. close of business hours of 29^th January, 2024. Further, the second term of tenure as Independent Directors of Mr. Amar Chand Baid and Mr. Gaurav Somani has also been completed on 31^st March, 2024. Hence, they ceased to be the Directors from the Board of Directors of the Company.

Further, the Board of Directors on the basis of the recommendation of Nomination and Remuneration Committee appointed Mr. Pallab Bhadra, Mr. Binod Kumar Anchalia and Mr. Sharad Kumar Bachhawat as the new Independent Directors of the Company, not liable to retire by rotation, w.e.f. 29^th January, 2024 whose appointment were further approved by the shareholders by way of Postal Ballot on 20^th March, 2024.

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.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

• Women Director

Ms. Vembi Krishnamurthy Radha (DIN: 07141131) continues as the Woman Director on the Company''s Board in conformity with the requirements of Section 149(1) of the Act and Regulation 17 of the Listing Regulations.

• Whole time Key Managerial Personnel (''KMP''):

- Mr. Priyawart Jariwala has resigned from the post of Managing Director of the Company w.e.f. the close of business hours of 20^th March, 2024 due to some personal reasons. Further, the Board of Directors of the Company, on the basis of the recommendation of the Nomination and Remuneration Committee (''NRC'') have appointed Mr. Avijit Maity who was working as Vice President- Exports of the Company, as the additional director in the category of Executive Managing Director w.e.f. 29^th January, 2024, liable to retire by rotation and subject to approval of the shareholders at the general meeting. Later, his appointment was regularized on 20^th March, 2024 by the shareholders through postal ballot by way of a remote e-voting.

- Ms. Anushree Chowdhury (ACS 69161) was appointed by the Board of Directors on the recommendation of NRC as the Company Secretary & Compliance Officer of the Company with effect from 20^th April, 2023 and was also designated as the KMP of the Company.

The present KMPs of the Company as on 31^st March, 2024 are as follows:

Sl. No.	Name	Designation
1.	Mr. Avijit Maity	Managing Director
2.	Mr. Prem Chand Khator	Chief Financial Officer
3.	Ms. Anushree Chowdhury	Company Secretary & Compliance Officer

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 made by the Board of Directors of the Company pursuant to the provisions of the Act and the Corporate Governance 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, 2(two) meetings of the Independent Directors were held on 20^th December, 2023 and 20^th March, 2024, 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. Familiarisation Programme:

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.

COMMITTEES

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

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 Auditor''s 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 24^th September, 2022 for a period of 5(five) years beginning from the conclusion of 31^st Annual General Meeting until the conclusion of 36^th 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 2023-24. The Independent Auditors Report for the financial year ended 31^st March, 2024 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 2023-24. 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 2023-24 is annexed herewith and marked as Annexure A1 to this Report.

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

The Secretarial Audit Report contains the following comments/observations:

Comment / Observation:	Boards'' Reply:
a) A suit that had been filed by a group of shareholders of the Company in Sealdah Civil & Criminal Court against Resolutions passed in pursuance of Section 180(1) (a) and 180(1) (b) of the Act, and which was later transferred to the Learned 2nd Civil Judge (Junior Division) at Barrackpore, West Bengal vide TS No. 04/2015. However, the ex parte stay order was vacated by the Hon''ble Court.	The Board of Directors took note of the comments/observation made by the Auditors. Further, with respect to the order TS No. 04/2015, the stay was vacated on 16.03.2023 and the matter is pending for hearing & still sub-judice before the court, furthermore with respect to Order having Title Suit No. 1048 of 2015, we would like to inform that the Company had already filed its reply against the said suit and the matter is currently sub judice before the Court.
b) Another suit had been filed by the same group of shareholders of the Company having Title Suit No. 1048 of 2015 before the Ld. Civil Judge (Senior Division) 1st Court at Barasat challenging the sale of property to its wholly-owned subsidiary and/or nominees. However, the Company had already filed its reply to the said suit and the matter is currently sub judice before the Court.
c) With respect to obtaining of in-principal approval for the said Preferential Issue of Equity Shares, the BSE Limited had imposed a SOP Fine amounting to Rs. 3,82,320 (Incl of GST @ 18%) on the Company under Regulation 27(2), 31 and 34 of the Listing Regulations for certain non-compliances relating to earlier years not associated with the year under review. The Company had duly paid the said amount vide RTGS No. HDFCR52024031388054003	The Board took note of the same as the Company has already paid the said amount vide RTGS No. HDFCR52024031388054003 on 13th March, 2024.

on 13th March	2024.
d) As per SEBI Master Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated 17th May, 2023, every listed company shall issue securities in dematerialized form only, in case of Investor Service Requests. For this purpose, a Suspense Escrow Demat Account was required to be obtained for the purpose of issuance of Securities in dematerialized form in case of investor service requests. With regard to the same, the management has informed us that the Company has already initiated the process of opening the said account and the same is in process.		The Board has already initiated steps to comply with the recommendations and noting made by the secretarial auditor in its report.
e) As per SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated 25th May, 2022, every listed company shall take special contingency insurance policy from the insurance company towards the risk arising out of the requirements relating to issuance of duplicate securities in order to safeguard and protect the interest of the listed company. With regard to the same, the management has informed us that the Company is in the process of taking the aforesaid Policy.		The Board discussed the same and initiated steps to take such policy in the due course.

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 2023-24. The report of the Secretarial Auditor for the financial year 2023-24 is annexed herewith and marked as Annexure A2 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 2023-24 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/annual-reports-and-annual-return/.

Number of meetings of the Board of Directors

During the financial year 2023-24, 10(Ten) 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.

(a) in the preparation of the annual financial statements for the year ended 31^st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the statement of profit and loss of the company for that period;

(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors have prepared the annual financial statements on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 standalone financial statements and notes to financial statements.

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 arm''s length basis. Thus, provisions of Section 188(1) of the Act were not applicable on the Company and the disclosure in Form AOC-2 is not required. However, your attention is drawn to the Related Party disclosure in Note no. 38 of the Standalone Financial Statements.

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

material related party transaction which is in the ordinary course of business and on an arm''s length basis with a related party for which approval of the shareholders pursuant to Listing Regulations 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 38 to the Standalone Financial Statements forming part of this Annual Report.

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 Company''s website at https://www.ntcind.com/wp-content/uploads/2022/08/NTC-POLICY-ON-RELATED-PARTY-TRANSACTIONS-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 Company''s 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.

In terms of Section 135 of the Act, read with the rules made thereunder, at least 2% of the average net profits of the last three financial years should be expended on CSR activities. The net profit of the Company during the immediately preceeding financial year was less than Rs. 5 Crores. Moreover, the Net Worth and the Turnover of

the Company in the immediately preceding financial year did not exceed the specified limits prescribed under the Act and therefore the Company was not required to spend any amount towards CSR.

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/2024/08/ntc CSR-POLICY-23-24.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 Company''s 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 Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s 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 Company''s website at the link: https://www.ntcind.com/wp-content/uploads/2024/08/ntc-Vigil-Mechanism-or-Whistle-Blower-Policy-23-24.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 2023-24 and the Notice of the 33^rd 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/Company''s 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. 39 & 40 of the Financial Statements of the Company, forming part of this report for further details.

Insolvency and Bankruptcy Code, 2016

During the year under review your Company did not receive any notice under the IBC code nor went under the insolvency process. However, in one of the incident the IFCI Limited, (''Petitioner/Financial Creditor'') has filed an application to National Company Law Tribunal (''NCLT'') under Section 7 of the Insolvency and Bankruptcy Code, 2016 (''IBC'') against the company NTCIL Infrastructure Private Limited, (''Respondent''/ ''Corporate Debtor/ Corporate Guarantor''), one of the wholly owned subsidiary of the listed entity, for initiation of corporate insolvency resolution process (''CIRP'') due to invoking of Corporate Guarantee issued to EMC LTD (''Principal Borrower'') towards financial assistance and default thereof.

Further vide order dated 17^th October, 2023, Smt. Bidisha Banerjee, Hon''ble Member (Judicial) of National Company Law Tribunal, Kolkata Bench, has admitted the above application submitted by the petitioner (vide Petition (IB) No. 24/KB/2023) under Section 7 of the IBC against the Respondent/Corporate Debtor, to initiate the CIRP in terms of the IBC and Moratorium Order was passed for a public announcement as stated in Section 13 of the IBC. The said matter was later settled through One-time settlement with Asset Reconstruction Company (described below).

Details of difference between amount of valuation done at time of one time settlement and valuation done while taking loan from Banks/FI (s) along with reasons- N.A.

Your Company has not made any one-time settlement with the Banks. However, in continuation to the above paragraph it is to state that during the year, IFCI Limited which has invoked the Corporate Guarantee provided by NTCIL Infrastructure Private Limited and NTCIL Real Estate Private Limited, both wholly-owned subsidiaries of NTC Industries Limited (collectively, the Corporate Guarantors), on behalf of EMC Ltd. (the Principal Borrower), in connection with financial assistance provided thereto, the said subsidiaries i.e., NTCIL Infrastructure Private Limited and NTCIL Real Estate Private Limited, have each independently entered into a One Time Settlement (OTS) agreement with UV Asset Reconstruction Company Limited (UVARCL:- a lawful assignee appointed for the purpose of assigning the debt of IFCI Limited). The agreement was to settle the total claim amounting to Rs. 150.09 Crores with a payment of Rs. 100 Crores, which was fully paid by 15^th March, 2024.

Following the receipt of the full OTS payment, UVARCL issued No Dues Certificates on March 18, 2024, thereby releasing the Corporate Guarantors from their obligations under the corporate guarantees and related collateral security. Subsequently, Form CHG-4 - Satisfaction of charge was filed by both the Companies defined above within the specified timelines.

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 which is available at the weblink: https://www.ntcind.com/wp-content/uploads/2022/08/POSH-Policy.pdf

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

Disclosure on the Compliance of Secretarial Standards

The Company is compliant with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Disclosure requirements for certain types of agreements binding listed entities under Regulation 30A(2) of the Listing Regulations

There are no agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity as on the date of notification of clause 5A to Para A of Part A of Schedule III of the Listing Regulations. However, agreements entered into in an ordinary course of business is also been uploaded on our website which may be accessed from: https://www.ntcind.com/corporate-announcements/

Acknowledgements

Your Directors wish to place on record their deep sense of appreciation to the shareholders, bankers, business associates, retailers, suppliers, customers, government and other regulatory agencies for their continued support and faith in the Company. Your Board is grateful to the Independent Directors for their valuable contributions. All of them despite other business exigencies have shared their rich experience and knowledge with the management to take your Company forward. Your Directors also wish to place on record their appreciation for the whole-hearted co-operation, dedication, commitment and contribution made by all the employees and look forward to their continued support. Inspired by this vision, driven by values and powered by internal vitality, your Directors look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For & on behalf of the Board

Place: Kolkata Date: 30^th May, 2024

Avijit Maity Binod Kumar Anchalia

Managing Director Director

DIN: 10456050 DIN: 10480259