Your Directors have pleasure in presenting the 34^th (Thirty-Fourth) Annual Report together with the Audited
Financial Statements for the financial year ended 31^st March, 2025.

FINANCIAL HIGHLIGHTS

The financial highlights of the Company are given herein below:

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 2024-25.
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.

STATE OF COMPANY'S AFFAIRS AND 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. 4900.95Lakhs as compared to Rs. 3598.71Lakhs in
the previous year reflecting an uptrend of 26.57% The export sales increased to Rs. 2834.02 Lakhs from Rs.
2112.40 Lakhs. Your company has a Profit before Tax of Rs. 1042.94 Lakhs during the year as compared to Rs.
459.28 Lakhs in the previous year. During the year under review, your Company generated a revenue of Rs.
4824.85 Lakhs from sale & manufacturing of Cigarettes and sale of FMCG products as compared to Rs. 3186.56
Lakhs in the previous year. The Company also generated revenue out of Rental Services of Rs. 76.10 Lakhs
during the year under review as compared to Rs. 412.15 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

During the financial year the company has issued and allotted 25,75,000 equity shares of Rs. 10/- each on a
^^preferential basis pursuant to conversion of warrants . Pursuant to the above, the Paid-up Share capital
increased from Rs.1194.40 Lakhs divided into 1,19,44,000 equity shares of Rs. 10 each to Rs. 1451.90 Lakhs
divided into 1,45,19,000 equity shares of Rs. 10/- each.

During the Financial the authorized capital as Authorised Capital increased from Rs. 20,00,00,000/- (Rupees
Twenty crores only) divided into (i) 1,65,00,000 (One Crore Sixty Five Lakh) Equity share of Rs. 10/- each
aggregating to Rs. 16,50,00,000/- (Rupees Sixteen Crores Fifty Lakhs Only) and (ii) 35,00,000 (Thirty Five Lakhs)
10% Non- Convertible Redeemable Preferential Shares of Rs. 10/- each aggregating to Rs. 3,50,00,000 (Three
Crore Fifty Lakhs only) to Rs. 45,00,00,000/- (Rupees Forty- Five crores only) divided into (i) 4,15,00,000 (Four
Crore Fifteen Lakh) Equity share of Rs. 10/- each aggregating to Rs. 41,50,00,000/- (Rupees Forty-One Crores
Fifty Lakhs Only) and (ii) 35,00,000 (Thirty Five Lakhs) 10% Non- Convertible Redeemable Preferential Shares of
Rs. 10/- each aggregating to Rs. 3,50,00,000 (Three Crore Fifty Lakhs only).

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, 2025, none of the Directors of the Company hold instruments convertible into
equity shares of the Company.

SUBSIDIARIES, JOINT VENTURES & ASSOCIATE COMPANIES

As on 31^st March, 2025, your company has 4(four) wholly owned subsidiaries namely

1. NTCIL Infrastructure Private Limited;

2. NTCIL Real Estate Private Limited;

3. NTCIL Siliguri Estate Private Limited; and

4. NTCIL Realty Private Limited

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 audited financial statements of the Company along with separate audited financial statements of the
subsidiary are available on the Company's website i.e. www.ntcind.com. The Company will make these
documents available to Members upon request made by them.

During the year under review, no company became or ceased to be a subsidiary, joint venture or associate of
your Company.

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.

The highlights of performance of subsidiary and its contribution to the overall performance of the Company is
given in Annexure to the Consolidated Financial Statements. Further, the Company does not have any joint
venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013, as amended
from time to time.

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:
http://www.ntcind.com/pdf/Secretarial-Documents/ntc_Policy_on_Material_Subsidiary.pdf.

NTCIL Real Estate Private Limited is the material subsidiary of the Company.

NTCIL Siliguri Estate Private Limited and NTCIL Realty Private Limited are wholly owned subsidiaries of your
company and were incorporated with a view to expand Company's real estate business and to tap on newer
opportunities. Both 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 the requisite
number of Independent Directors and a Woman Director. Board comprises of 6 (Six) Directors which
categorized as follow:

1. 2 (two) Executive Director

2. 3 (Three) Non-Executive Independent Director (which includes One women Director)

3. 1 (One) Non- Executive Non Independent 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, 2025, 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 Section 152 (6) of the Companies Act, 2013 and the Articles of
Association of your Company, Mr. Tapan Kumar Chakraborty (DIN: 09175798), to retire by rotation at the
Annual General Meeting and being eligible, offers himself 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

In the Board Meeting of the Company held on 23^rd December 2024, Mr. Niraj Sinha (DIN: 06979287), Mr.
Moumita Ghosh (DIN: 10874329), Mr. Samprati Kamdar (Din: 09615765) were appointed as Independent
Directors of the Company for a period of five years w.e.f 23^rd December 2024. The shareholders of the
Company through postal ballot concluded on 13^th March, 2025 approved the appointment of Mr. Niraj

Sinha (DIN: 06979287), Mr. Moumita Ghosh (DIN: 10874329), Mr. Samprati Kamdar (Din: 09615765) as
Independent Directors for a period of five years w.e.f 23^rd December 2024, not liable to retire by rotation.

The Board is of the opinion that, Mr. Niraj Sinha, Mr. Moumita Ghosh and Mr. Samprati Kamdar are
^ persons of integrity, expertise and competent experience and proficiency to serve the company as
an independent director of the company that will strengthen the composition of the Board.

Mr. Pallab Bhadra (DIN: 10456082) and Mr. Binod Kumar Anchaliaha (DIN: 10480259), independent
directors of the company resigned with effect from close of business hours of 23^rd December, 2024 due to
personal reasons,.

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.

• Woman Director

Ms. Moumita Ghosh (DIN: 10874329) 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.

Ms. Vembi Krishnamurthy Radha (DIN: 07141131), Non-executive Non independent Director of the
company resigned with effect from 23^rd December 2024.

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

- Ms. Anushree Chowdhury (ACS 69161)

- Company Secretary & Compliance Officer of the Company resigned with effect from 03^rd April 2025.

- Ms. Tanya Bansal (ACS 70526) was appointed by the Board of Directors on the recommendation of NRC as
the Company Secretary & Compliance Officer of the Company with effect from 03^rd April 2025 and was
also designated as the KMP of the Company.

- Mr. Prem Chand Khator resigned from the post of the Chief Financial Officer of the Company with effect
from 13^th February 2025

- Mr. Avijit Maity (DIN: 10456050) Managing Director of the Company was additionally appointed as the
Chief Financial Officer with effect from 13^th May 2025.

- Mr. Tapan Kumar Chakraborty (DIN: 09175798), Non-executive Non independent Director of the company
was appointed as Whole Time Director of the Company with effect from 15^th May 2025 and was also
designated as the KMP of the Company.

The present KMPs of the Company as on the date of this report are as follows:

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 & Committee 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 Board has carried out an
annual performance evaluation of its own performance, the Directors individually as well as the evaluation
of the working of its Committees. It was evaluated after seeking inputs from all the directors and
Committees on the basis of the criteria such as the Board & Committee composition and structure,
effectiveness of board & Committee 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, 1(one) meeting of the Independent Directors were held on 06^th December
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. Familiarization Programme:

Your Company has a well-defined familiarization programme in line with the requirements of Regulation
25(7) of the Listing Regulations and Schedule IV of the Companies Act, 2013.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 OF BOARD OF DIRECTORS

• 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

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

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 2024-25. The
Independent Auditors Report for the financial year ended 31^st March, 2025 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 on both the standalone and consolidated financial statements for the
Financial Year ended 31st March, 2025.

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 2024-25. 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 2024-25 is annexed
herewith and marked as "AnnexureAl" to this Report.

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

There is no comments/observations form the Secretarial Audit Report for the year ended 31^st March 2025

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 2024-25. The report of the Secretarial Auditor for the financial year 2024¬
25 is annexed herewith and marked as "AnnexureA2" 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 2024-25 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/others/.

Number of meetings of the Board of Directors

During the financial year 2024-25, 13 (Thirteen) 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 notes
to standalone financial statement .

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.

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 period under review the Company had
entered into transactions in the ordinary course of business and on an arm's length basis with a related party
for which approval of the shareholders 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. Accordingly, the disclosure of Related Party Transactions as required under
Section 134(3) of the Act in Form AOC-2 is not applicable. The details of related party transactions are disclosed
and set out in Note 36 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-PARTYTRANSACTIONS-
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) read with Schedule
II Part B 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 (2) (e) read with Schedule V 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 read with relevant 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 preceding 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 therefore the Company has not spent 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/2022/08/NTC-CSR-POLICY-2022.pdf

Risk Management Policy

The Company has developed and implemented a comprehensive Risk Management Policy which provides a
structured approach for identifying, assessing, monitoring, and mitigating various risks associated with its
business operations. This is in compliance with the provisions of the Companies Act, 2013 and applicable SEBI
(LODR) Regulations.

The policy outlines a framework to proactively address and manage strategic, financial, operational, legal,
compliance, environmental, and reputational risks. The objective is to safeguard shareholder value, achieve
business objectives, and ensure long-term sustainability.

The Risk Management Policy is periodically reviewed and updated to address emerging risks and changing
business dynamics. The policy also sets out risk tolerance limits and responsibilities for risk management at
various levels across the Company.

The key risks identified during the year include:

• Market Risk - arising from competition, price fluctuations, and demand volatility

• Operational Risk - related to supply chain, production disruptions, and human resource constraints

• Financial Risk - including interest rate, credit, and liquidity risks

• Regulatory and Compliance Risk - due to evolving legal and regulatory frameworks

• Cyber security and IT Risk - threats related to data security and business continuity

Appropriate risk mitigation strategies have been formulated and implemented, such as diversification of
supplier base, regular financial health monitoring, robust internal controls, regular IT audits, and strict
compliance mechanisms.

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.

Necessary certification by the Statutory Auditors in relation to Internal Financial Control u/s 143(3) (i) of the
Companies Act, 2013 forms part of the Audit Report.

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_of the Companies Act, 2013 read with relevant rules 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 or its Chairman. The mechanism provides for adequate safeguards against
victimization of employees and Directors who avail of the mechanism and also provide for direct access to the
Chairman of the Audit Committee in exceptional cases. The said policy may be referred to, at the Company's
website at the web-link: https://www.ntcind.com/wp-content/uploads/2019/09/Vigilance-Mechanism-or-
Whistle-Blower-Policy ntc.pdf.

During the Financial Year ended 31st March, 2025, no case was reported under this policy.

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 sub¬
section (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 2024-25 and the Notice of the 34^th 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 or renewed 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. 37 & 38 of the Financial Statements of the Company, forming part of this report for
further details.

Details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the banks or financial institutions along with the reasons thereof

There are no instances of one-time settlement during the financial year.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code. 2016

There are no applications made or any proceeding pending against the Company under Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year under review.

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.

Your director's 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.

Statement on the compliances of applicable Secretarial Standards

The Ministry of Corporate Affairs has mandated compliance of SS-1 and SS-2 with respect to Board meetings
and General Meetings respectively. The Company has ensured compliance with the same.

Disclosure on the funds raised and utilised -Preferential Allotment (Regulation 32 of the Securities and
Exchange Board of India ( Listing Obligations and Disclosure Requirements)

Pursuant to the provisions of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and other applicable regulations, the Company confirms that: ¹

• The funds have been utilised for the purposes for which they were raised, as stated in the explanatory
statement to the notice of general meeting;

• As on 31st March 2025, the total funds utilized amount to ^38.625 crores, and there is no unutilised
amount.

• There has been no deviation or variation in the actual utilisation of proceeds as compared to the objects
stated.

Object for the fund have been raised and where there have been a deviation, in the following table:

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 2025

Avijit Maity Niraj Sinha

Managing Director Director

DIN: 10456050 DIN: 06979287

1

The Company has raised funds through [preferential allotment amounting to ^38.625 crores during the
financial year [2024-25];