In the opinion of the Board the current assets, loans and advances are not less than the stated value if realised in ordinary course of business. The provisions for all known liabilities are adequate. There are no contingent liabilities except stated in Note No.-39.
As per the Agreement dated 15.09.2023, for Optionally Convertible Debentures entered into among M/s Creando Associates Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the ? Investor has committed to invest a total amount of ^14.04 crores. Against this commitment, the Investor has, to date, invested ^5.90 crores, which includes an amount of ^1.00 crores invested during the financial year 2025-26 towards the subscription of Optionally Convertible Debentures (OCDs) at a price of ^1,00,000 per OCD.
As per the Share Subscription and Shareholders' Agreement dated 15.02.2025, entered into among Dunkel Braun Private Limited, its promoters, and NTC Industries Limited (the "Investor"), the Investor has made an investment of ^20,00,00,000 (Rupees Twenty Crores only) towards the subscription of Optionally Convertible Preference Shares (OCPS) of Dunkel Braun Private Limited, at a price of ^10 per OCPS.
(1) The Company is primarily engaged in manufacturing of cigarettes and tobacco products, trading of other FMCG product, match box and letting out of immovable properties. The Company's organisational structure and governance processes are designed to support effective management of multiple businesses while retaining focus on each one of them. The Operating Segments have been reported in a manner consistent with the internal reporting.
(2) The geographical information considered for disclosure are:
- Revenue within India.
- Revenue outside India.
(3) During the year, revenue has been generated from two external customers individually exceeded 10% of the Group's total revenue. The Group maintains a diversified customer base and management does not consider the Group to be economically dependent on any single customer.
In accordance with the Payment of Gratuity Act, 1972 of India, the Company provides for gratuity, a defined retirement benefit plan (the 'Gratuity Plan') covering eligible employees. Liabilities with regard to such Gratuity Plan are determined by actuarial valuation and are charged to revenue in the period determined.
The following tables sets out the status of the benefit plan as per actuarial valuation as on March 31, 2026 and as recognised in the financial statements in respect of employee benefit schemes:
Note: - (i) Previous year figures have been given in brackets.
(ii) As the liability of gratuity and compensated absence are provided on actuarial basis for the company as a whole, the amount pertaining to the directors are not ascertainable and therefore not included in the above
(iii) Related party relationships are identified by the company on the basis of available information.
38. In 2015 a group of minority shareholders had filed a suit against the company in the court of Learned Fourth Civil Judge (Junior Division) at Sealdah, West Bengal challenging the Postal Ballot notice issued on November 14, 2014 for e-voting thereon to obtain post facto approval of shareholders under Sections 180(1)(a) and 188(1)(b) by way of Postal Ballot for Deeds of Conveyance in respect of the portion of said Land executed in favour of its two Wholly owned subsidiaries and one nominee. The Hon'ble 4th Civil Judge by its order dated 5th January 2015 granted an ex-parte ad interim relief to the complainants and restrained the company and others from giving effect to the resolutions dated 14th November 2014. The company filed its reply to the Title Suit 4 of 2015 and prayed for vacation of the ad interim relief. The said ad interim relief has been vacated by the order of the 2nd Civil Judge (Junior Division), at Barrackpur, west Bengal dated 16th March 2023 where mater was transferred.
The same group of Complainant filed yet another Title Suit no. 1048 of 2015 before the Ld. Civil Judge (Snr Division) 1st Court at Barasat, seeking the following further reliefs:
(a) Decree for Declaration that the alleged registered deed of conveyances dated 24th September 2014 is null, void and non est, etc.
(b) Decree for Declaration that no right, title or interest in the suit property has been transferred in favour of NTCIL Real Estate Private Limited (WOS of the company).
(c) Decree for Perpetual injunction restraining the company and others from giving any further effect to the deed of conveyance dated 24th September 2014.
(d) Decree for Perpetual injunction restraining NTCIL Real Estate Private Limited from transferring, alienating, encumbering and/or parting with possession of the suit property.
(e) Perpetual injunction restraining the company and others from given any effect / further effect to the resolution no. 1 contained in Notice dated 14th November 2014.
The Learned Civil Judge (Sr. Division) 1st Court, Barasat by its ex-parte order dated 21st August 2015 the company and NCTIL Real Estate Private Limited to maintain status quo in respect of suit property. The Company has filed its reply to the said TS no. 1048 of 2015.
Since the conveyance of said Land was done in compliance of High Court order dated April 19, 2006, company reasonably beliefs that there is no violation of statute and the matter is at present sub-judice in the court.
Claims against the Company not acknowledged as debts ^ 3267.63 lakhs on claims. These comprise:
• In the Year 2018-19, in the matter of SCN no C. No. V-SEIZURE (15) 90CE/CAL/-II/ADJN/97/131-143 Dated 21.04.1997 an assessment order-in-original no. 55/COMMR/CGST &CX KOL/NORTH/2018-19 dated 15.03.2019 was passed by the Commissioner of CGST & CX partially confirming the duty demand of ^ 3131.82 lakhs and penalty of ^ 135.81 lakhs. The Company has filed appeal before CESTAT, Kolkata and the same is still pending.
42. Loans or advances in the nature of loans are granted to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person that are:
(a) Repayable on demand or
(b) Without specifying any terms or period of repayment
43. Fair Values of Financial Assets and Financial Liabilities
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
1. The Company except other investment, which has been measured at fair Value through other comprehensive income, has disclosed financial instruments such as loans, trade receivables, cash and cash equivalents, other bank balances, trade payables, other financial assets and liabilities at carrying value because their carrying amounts are a reasonable approximation of the fair values due to their short-term nature.
2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameters such as interest rates and individual credit worthiness of the counter party. Based on this evaluation, allowances are taken to the account for the expected losses of these receivables.
44. Fair Value Hierarchy:
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
The following is the hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
• Level 1 - The fair value of financial instruments traded in active markets (such as publicly traded derivatives and equity securities) is based on quoted market prices at the end of the reporting period. These instruments are included in level 1.
• Level 2 - The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
• Level 3 - If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for other investments, loans receivables and lease receivables included in level 3.
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the chief financial officer (CFO) including board of directors. Discussions of valuation processes and results are held between the CFO and the valuation team every month. The Company takes the help of independent valuers for valuation purposes.
The carrying amounts of trade receivables, trade payables, creditors towards capital goods, cash and cash equivalents, other investment and other bank balances are considered to be the same as their fair values, due to their short-term nature.
The fair values financial assets and liabilities consisting of loans receivable, lease receivable, lease liabilities, security deposits receivable and security deposit payable were calculated based on cash flows discounted using estimated borrowing rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
Reconciliation of fair value measurement of the investment categorized at Level 3 is not provided as there are no item in level 3.
The Company's principal financial liabilities comprises of borrowings, lease liabilities, deposits from dealers, trade and other payables. The main purpose of these financial liabilities is to finance the Company operations. Further, the Company has financial risk / exposure of financial guarantees given to Revenue towards security against pending GST matter, however, considering that there is no expected credit losses, there is no financial liability as at the yearend on this account. The Company's principal financial assets include investments, loans, trade and other receivables, cash and cash equivalents and other bank balances that are derived directly from its operations.
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.
The Company's senior management oversees the management of these risks. The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. This process provides assurance to Company's senior management that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective.
The management reviews and agrees policies for managing each of these risks which are summarized as below:
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments. Market risk is attributable to all market risk sensitive financial instruments including investments and deposits, foreign currency receivables, payables and loans and borrowings. The objective of market risk management is to avoid excessive exposure in our foreign currency revenues and costs.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in foreign currency).
Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company's financial liabilities comprises mainly of interestbearing OD with Bank, these are exposed to risk of fluctuation in market interest rate which change for any market fluctuation.
Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factor:
Customer credit risk is managed by the Company through its established policies and procedures which involve setting up credit limits based on credit profiling of individual customers, credit approvals for enhancement of limits and regular monitoring of important developments viz. payment history, change in credit limits, regulatory changes, industry outlook etc. Outstanding receivables are regularly monitored and an impairment analysis is performed at each reporting date on an individual basis for each major customer. In accordance with Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or reversal thereof. Concentration of credit risk with respect to trade receivables are limited, due to Company's customer base being large and diverse. All trade receivables are reviewed and assessed for default on monthly basis.
Credit risk from balances with banks and financial institutions is managed by the Company's finance department in accordance with the Company's policy. Investments of surplus funds are made in bank deposits, debentures and loans to corporates. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party's potential failure to make payments.
The Company's maximum exposure to credit risk for the components of the balance sheet at March 31, 2026 and March 31, 2025 is the carrying amounts which are given below. Trade Receivables and other financial assets are written off when there is no reasonable expectation of recovery, such as debtor failing to engage in the repayment plan with the Company.
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short-term bank deposits and short term investments. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be very low.
The Company's objective in managing its capital is to safeguard its ability to continue as a going concern and to optimise returns to our shareholders. The Company considers the following components of its Balance Sheet to be managed capital:
1) Share Capital and
2) Other Reserves comprising of General Reserve and Retained Earnings.
* Pursuant to the approval of the Board of Directors ("BOD") in their meeting on 02.08.2024, the subsequent approval by Members at the Annual General Meeting on 30.08.2024, and receipt of in-principle approvals from BSE Limited (vide Letter No. LOD/PREF/AM/FIP/952/2024-25) dated 19.09.2024 and CSE Limited (vide Letter No. CSE/LD/16389/2024) dated 20.09.2024, the BOD, in its meeting held on 03.10.2024, allotted 25,75,000 (Twenty-Five Lakhs Seventy-Five Thousand) warrants convertible into equivalent equity shares of the Company. This issuance is in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Pursuant to the approval of the Board of Directors ("BOD") at their meetings held on 23rd October, 2024, 6th November, 2024, 6th December, 2024, 23rd December, 2024 and 21st March 2025 and upon receipt of balance amount i.e., 75% of the issue price at which the Warrants were issued by the Company (on 03.10.2024) the Board has issued 20,50,000, 3,50,000, 2,00,000, 1,25,000 and 2,00,000 equity shares to the allottees, respectively. This issuance is in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequent to above conversion and allotment of equity shares, the paid-up capital of the Company has raised from Rs. 11,94,40,000/- (1,19,44,000 equity shares having face value of Rs. 10 each) to Rs. 14,51,90,000/- (1,45,19,000 equity shares having face value of Rs. 10 each) in a phased manner on the dates mentioned above.
The Company has not distributed any dividend to its shareholders The Company monitors gearing ratio i.e. total debt in proportion to its overall financing structure, i.e. equity and debt. The capital structure of the Company is managed with a view of the overall macro-economic conditions and the risk characteristics of the underlying assets. The Company's policy is to maintain a strong capital structure with a focus to mitigate all existing and potential risks to the Company, maintain shareholder, vendor and market confidence and sustain continuous growth and development of the Company. The Company's focus is on keeping a strong total equity base to ensure independence, security, as well as high financial flexibility without impacting the risk profile of the Company. In order, to maintain or adjust the capital structure, the Company will take appropriate steps as may be necessary.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2026 and March 31, 2025.
(a) The company has not been declared a wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
(b) There are no proceedings initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made there under.
(c) The company has not traded or invested in Crypto currency or Virtual Currency during the reporting periods.
(d) The company has neither advanced, loaned or invested funds nor received any fund to/from any person or entity for lending or investing or providing guarantee to/on behalf of the ultimate beneficiary during the reporting periods.
(e) There is no immovable property whose title deed is not held in the name of the company.
(f) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(g) The Company has complied with the number of layers prescribed under Companies Act, 2013.
(h) The Company do not have any transactions with companies struck off.
(i) As per proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, a company using accounting software for maintaining its books of account shall use only such accounting software which has a feature of recording audit trail of each and every transaction, that creates an edit log for each change made in the books of account along with the date when such changes were made and ensuring that such audit trail cannot be disabled.
The company have laid down appropriate policies to govern their Information Technology (IT) environment, including the aspects of audit trails and have established controls in respect of user access and database administration. Further, in respect of usage of cloud - based accounting software, where applicable, appropriate contractual restrictions are in place regulating access management at both application and database levels. Consequently, the company have ensured compliance with aforesaid requirements in respect of audit trails with the exception of the feature of recording audit trail (edit log) facility has not been enabled at the database level to log any direct data changes for the accounting softwares used for maintaining the payroll and Inventory. However, there is appropriate contractual restriction regulating access management at database level and documenting the same.
The company is required to contribute to CSR as per Section 135 of the Companies Act, 2013 read with schedule VII thereof for the current reporting period, while it was not there in the previous reporting period.
Total expenditure incurred on Corporate Social Responsibility (CSR) activities during the year ended March 31, 2026 is ^15,62,961/- (during the year ended March 31, 2025 is NIL). The Company's CSR activities primarily focus on programs that promote education.
49. The figures of previous year have been reclassified and regrouped wherever considered necessary.