Noida Toll Bridge Company Ltd Management Discussions

COMPANY BACKGROUND AND STRUCTURE

The Noida Toll Bridge Company Limited ("NTBCL"/"the Company") was promoted by Infrastructure Leasing & Financial Services Limited ("IL&FS") as a special purpose vehicle for the implementation of the Delhi Noida bridge project on a Build, Own, Operate and Transfer ("BOOT") basis. The Concession Agreement executed between the Company, IL&FS and the New Okhla Industrial Development Authority ("NOIDA") in November 1997 conferred on the Company the right to levy a User Fee. IL&FS has transferred its holdings to its Subsidiary IL&FS Transportation Networks Limited ("ITNL") in the FY 2016-17. The Governments of Uttar Pradesh and National Capital Territory of Delhi have, in January 1998, has also executed a Support Agreement in favour of the Project/ Concessionaire. The Delhi Noida Direct Flyway (the "DND Flyway"), an eight-lane, 7.5 km facility across the Yamuna River connecting Noida to South Delhi, was opened to traffic in February 2001 and of operations during the year under completedtwenty-five review. An additional 1.7 km link connecting the DND Flyway to Mayur Vihar was commissioned in June 2007 (Phase I) and January 2008 (Phase II). The DND Flyway continues to serve over 2.9 lakh commuters daily. NTBCL is a public company with its Equity Shares listed on the National Stock Exchange of India Limited and BSE Limited. a petition on October 1, 2018 before TheUnionofIndiafiled the National Company Law Tribunal ("NCLT") under Sections 241 and 242 of the Companies Act, 2013, on the basis of interim reports of the Registrar of Companies, citing the precarious financial condition of the IL&FS Group, the conduct of its affairs in a manner contrary to public interest, and the need for intervention to prevent the Groups collapse and its fallout on financial markets. The NCLT, Mumbai Bench, by its Order dated

October 1, 2018, suspended the erstwhile Board of Directors of IL&FS and reconstituted it with persons proposed by the Union of India (the "New Board").

The National Company Law Appellate Tribunal ("NCLAT"), by its Order dated October 15, 2018, granted a moratorium to IL&FS and its group entities, including NTBCL, staying coercive and precipitative actions by creditors. The NCLAT, by its Order dated March 12, 2020, approved the revised Resolution Framework submitted by the New Board, along with its amendments, and approved October 15, 2018 as the Cut-off Date for initiation of the Resolution Process. Accordingly, the Company has not accrued interest on its loans and borrowings with effect from the Cut-off Date.

The New Board has adopted an Asset Level Resolution Approach as serving the best interest of all stakeholders. Indian IL&FS entities have been classified by an independent third party into

"Green", "Amber" and "Red" categories based on a 12-month

. The Company is classified as a cash-flow-based

"Red" entity, indicating that it is unable to meet all its financial and operational obligations, including payment obligations to senior secured financial creditors, and is accordingly permitted to make only those payments necessary to maintain and preserve its going concern status.

ECONOMIC REVIEW Global Economy

Geopolitical risks intensified during the year, with the global landscape increasingly shaped by geoeconomic confrontation and a retreat from multilateral cooperation. The outbreak of war in the Middle East in late February 2026 posed a significant downside risk to global growth through its impact on crude oil and commodity prices, inflation expectations, logistics costs and financial conditions, halting otherwise-improving growth momentum.

The global economy demonstrated resilience in 2025, supported by technology-related investment and broadly supportive fiscal and monetary policies. According to the IMFs April 2026 World Economic Outlook, under the reference scenario assuming the conflict remains limited in duration and scope, global growth is projected at 3.1 per cent in 2026 and 3.2 per cent in 2027, below the pre-pandemic historical average. Global headline inflationis expected to rise to 4.4 per cent in 2026 before resuming its decline in 2027, driven by higher energy prices and supply disruptions. The impact of these developments is uneven. Emerging market and developing economies, particularly commodity-importing economies with pre-existing vulnerabilities, are most exposed, while advanced economies remain comparatively less affected. Downside risks dominate the outlook: under the IMFs adverse scenario involving a larger, sustained increase in energy prices, global growth could decline to around 2.5 per cent, and under a more severe scenario involving damage to energy infrastructure, global growth could fall to around 2 per cent with inflation exceeding 6 per cent by 2027. In this context, policymakers are expected to prioritise price and macroeconomic stability, financial stability and structural reforms.

Source: IMF World Economic Outlook, April 2026: Global Economy in the Shadow of War

Indian Economy

India remained one of the fastest-growing major economies during FY 2025-26. As per the Provisional Estimates released by the Ministry of Statistics and Programme Implementation, real GDP grew by 7.7 per cent in FY 2025-26, driven by resilient consumption, healthy investment momentum, sustained infrastructure spending and improving industrial output. The economy also benefited from stable monetary conditions: CPI inflation remained well within the target range for most of the year, and the Reserve Bank of India maintained the policy repo rate at 5.25 per cent with a neutral stance, ensuring adequate liquidity. Strong GST collections, healthy bank credit growth and continued public and private capital expenditure further supported economic activity.

The outlook remains cautiously positive despite geopolitical uncertainty, elevated energy prices and volatility in commodity markets arising from the Middle East conflict. The Reserve Bank of India, in its June 2026 Monetary Policy Statement, projected real GDP growth for FY 2026-27 at 6.6 per cent, while raising its inflation projection for the year to 5.1 per cent, citing elevated crude oil prices, supply-chain disruptions and monsoon-related uncertainty. Continued government emphasis on infrastructure, domestic manufacturing and supply-chain diversification is expected to support medium-term growth, although elevated energy prices and global geopolitical developments pose near-term risks.

Sources: Ministry of Statistics and Programme Implementation, Provisional Estimates of GDP for FY 2025-26; RBI Monetary Policy Statement, June 2026; IMF World Economic Outlook, April 2026

Roads Sector

The Union Budget 2026-27 allocated Rs. 3,09,875 crore to the Ministry of Road Transport and Highways, an increase of approximately 8 per cent over the previous year, reflecting continued policy commitment to road infrastructure. Of this, Rs. 1,87,293 crore (about 60 per cent of the Ministrys budget) has been allocated to the National Highways Authority of India ("NHAI"), around 10 per cent higher than the revised estimates for 2025-26, for the development of national highways, expressways and greenfield access-controlled corridors. NHAI continues to strengthen its financial position, targeting a reduction of its total debt to below Rs. 2 lakh crore by end-March 2026, from a peak of about Rs. 3.5 lakh crore in FY 2021-22. Bharatmala Pariyojana Phase I continues to progress towards the development of 34,800 km of national highways, and a network of 35 Multi-Modal Logistics Parks is planned with an investment of about Rs. 46,000 crore. For FY 2026-27, the Government has set a highway construction target of approximately 10,000 km, with an increasing emphasis on quality benchmarks, asset monetisation and public-private partnership models.

Sources: Union Budget 2026-27; PIB; PRS Legislative Research

OPPORTUNITIES AND THREATS

Indias sustained policy focus on transport and urban infrastructure, growing traffic volumes in the National Capital

Region and the strategic location of the DND Flyway as a key urban mobility corridor between Delhi and Noida represent the Companys principal long-term strengths. The Company continues to focus on maximising revenues, principally outdoor advertising, licence fees and space-usage income, while maintaining the Project Assets and pursuing an equitable resolution of its legal and contractual claims.

The Company, however, operatesundersignificantconstraints.

Collection of user fee remains suspended pursuant to judicial orders, and the Companys claims against NOIDA under the Concession Agreement remain pending. The Noida Toll Bridge competes for traffic with two free bridges across the Yamuna

River located on either side of the facility: the Nizamuddin Bridge, approximately 2 km upstream, and the Okhla Barrage/ Kalindi Kunj Bridge, approximately 1 km downstream. In addition, several infrastructure developments in the vicinity may influence traffic patterns on the DND Flyway:

(i) NOIDA is implementing a six-lane road bridge parallel to the existing Okhla Barrage bridge to improve connectivity between Noida and Delhi; (ii) the National Capital Region Transport Corporation has implemented the Delhi–Meerut Regional Rapid Transit System, whose alignment crosses the Mayur Vihar Link Road near the MVLR Toll Plaza; (iii) the Public Works Department, Delhi has implemented the extension of the Ashram Flyover to the DND Flyway, with the AIIMS–Noida arm merging with the DND Flyway before the Delhi Interchange Bridge and additional lanes provided for at-grade traffic towards Noida;

(iv) NHAI is implementing, under Bharatmala Pariyojana, an elevated corridor crossing the Delhi Interchange to bypass

NH-2 bound traffic, with additional lanes proposed on the

RHS arm of the DND Flyway;

(v) the Government of Delhi is extending the Barapullah Nallah Elevated Road across the Yamuna River to connect to the UP-Link Road at a point less than 1 km upstream of the Mayur Vihar Link Road; and (vi) the Ghaziabad Development Authority has proposed extending the Hindon Elevated Road to the UP-Link Road, connecting to the Mayur Vihar Link Road along the Hindon Canal.

At present, pursuant to the judgment of the Honble High Court of Allahabad and the finalorders of the Honble Supreme Court, the Company is not collecting toll from users.

SEGMENT-WISE PERFORMANCE

The Company operates in a single business segment, namely surface transport infrastructure, comprising the operation and maintenance of the DND Flyway. The Honble High Court of Allahabad, by its judgment dated October 26, 2016 on a Public

Interest Litigation filed in 2012 (challenging the validity of the Concession Agreement), directed the Company to stop collecting the user fee, holding the two specific provisions relating to the levy and collection of fee to be inoperative, while declining to quash the Concession Agreement. Collection of user fee from users of the DND Flyway has consequently remained suspended since October 26, 2016, and this position attained finality with the dismissal of the Companys Special Leave

Petition and Review Petition by the Honble Supreme Court, as detailed later in this Report.

Presently, the Company generates revenue mainly from outdoor advertising on the DND Flyway, rent for use of space for collection of Entry Tax and Environment Compensation Charge by the contractor appointed by the Municipal Corporation of Delhi (erstwhile South Delhi Municipal Corporation), and licence fees for use of space. Total revenue form business operation for FY 2025-26 was Rs. 4,287.02 lakhs, as against Rs. 3,963.24 lakhs in FY 2024-25, witnessing an increase of 8.16 per cent.

OUTLOOK

The Companys outlook must be appreciated in light of the following significant developments:

Cessation of user fee: The Honble Supreme Court, by its judgment dated December 20, 2024, dismissed the Special Leave

Petition filed by NTBCL against the judgment of the Honble

High Court of Allahabad, and on May 9, 2025 dismissed the Companys Review Petition. The suspension of user fee collection has accordingly attained finality, and the Companys revenues will continue to depend on non user fee streams. Income tax matters: Successive orders of the Income Tax Appellate Tribunal ("ITAT") and the Commissioner of Income Tax (Appeals) ("CIT(A)") between August 2023 and July 2025 have addressed substantially the whole of the aggregate demands (including penalties) of approximately Rs. 23,127 crores raised for Assessment Years 2006-07 to 2014-15, as well as demands for Assessment Years 2016-17, 2017-18 and 2018-19, in favour of the

Company, as detailed under "Significant and Material Orders" below. This has brought substantial clarity to the Companys tax position and resulted in refunds during the year.

Asset stewardship: Despite constrained resources, the Company completed a multi-phased repair and upgradation programme on the DND Flyway, including bituminous concrete works, micro-surfacing, street furniture replacement and electrical repairs. The second phase, delayed by statutory restrictions under GRAP-IV which prohibited road upgradation activities, was completed in April 2026. The Company also commissioned an Independent Technical Assessment of the DND Flyway, covering routine operations, major maintenance and bridge condition, which confirmed that the Flyway remains structurally sound and does not require major structural strengthening or rehabilitation in the immediate future while recommending functional overlay and other infrastructure upgradation.

The Company remains focused on maximising its revenues, maintaining the Project Assets in the wider public interest, prosecuting its claims and defending demands within the IL&FS Group resolution framework.

RISKS AND CONCERNS

Going concern and resolution process: The Company is classified as a "Red" entity under the IL&FS Resolution

Framework and has not serviced its debt obligations since October 15, 2018 except as per the revised resolution framework. The resolution process being carried out under the aegis of the NCLT and NCLAT will have a bearing on the Companys going concern status, which also depends on the continued operation of its group entities.

Revenue concentration: With user fee collection permanently discontinued, the Companys revenues are concentrated in advertisement and licence income. NOIDA, by a demand letter dated September 10, 2025, sought to stop the Companys advertisement displays and to recover in excess of Rs. 100 crores towards alleged advertisement licence fees. The Honble High Court of Delhi, by its order dated September 25, 2025, restrained NOIDA from taking any coercive action against the Company or disrupting its advertisement operations, with such protection extended until July 28, 2026. An adverse final outcome in this matter could materially impact the Companys principal revenue stream.

Income tax matters: While the ITAT and CIT(A) orders referred to above have addressed IT demands substantially in the Companys favour, certain remanded matters and any appeals that may be preferred by the Revenue represent residual uncertainty.

Contractual claims: The Companys arbitration claims against NOIDA arising from the Change in Law occasioned by the High Court judgment remain stayed by the Honble Supreme Court, and the timing and outcome of these proceedings remain uncertain.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

Income Tax Matters

Background: On September 20, 2021, the Company has received an assessment order from the Income Tax Department u/s 143(3) read with section 144B of the Income Tax Act, 1961 for Assessment Year 2018-19, wherein a demand of Rs. 46.23 crores has been raised, primarily on account of valuation of land, by treating land as a revenue subsidy. The Company, on September 30, 2021, requested the Assessing

Officer to keep the penalty proceedings in abeyance and filed an appeal on October 19, 2021, with the Commissioner of Income Tax (Appeals), National Faceless, Centre (NFAC), against the aforesaid assessment order. Subsequently, the Commissioner of Income Tax Appeal CIT(A) vide Order dated July 3, 2025 has allowed the appeal of the Company and order giving effect thereto has been passed by the Assessing Officer on September

11, 2025.

During, December, 2019 the Company has received the assessment order from Income Tax Department u/s 143(3) of the Income Tax Act, 1961, for the Assessment Year 2016-17 and 2017-18, wherein a demand of Rs. 357.00 crores and Rs 383.48 crores respectively has been raised, based on the historical dispute with the Tax Department, which is primarily on account of addition of arrears of designated returns to be recovered in future, valuation of land and other recoveries. The Company has filed an appeal with the first level Appellate Authority. the transition to Faceless Appeals, as introduced vide Faceless Appeal Scheme, 2020, both the appeals have been transferred to the NFAC.

Further The Company has also received a Show Cause Notice, dated May 15, 2021, u/s 270A from the NFAC for the AY 2016-

17 and AY 2017-18. However, the Company has requested that the penalty proceedings be kept in abeyance as the appeals on merits are currently pending before the Commissioner of Income Tax (Appeals). Subsequently, the CIT(A) vide Order dated July 4, 2025 has allowed the appeal of the Company for both the assessment years and orders giving effect thereto have been passed by the Assessing Officer on September 11, 2025.

However, the additions made on account of certain other matters pertaining to taxability of lease rental income as business income has been upheld by the CIT(A). The additions have a tax effect of Rs. 0.24 Crore each for AY 2016-17 and AY 2017-18. The

Company has filedan appeal against the said Orders with the

ITAT.

The Income Tax Department has, in earlier years, raised a demand of Rs.1,340.03 crores, which was primarily on account of addition of arrears of designated returns to be recovered in future from toll and revenue subsidy on account of allotment of land. Pursuant upon the receipt of order from CIT(A) on April 25, 2018, the Company has received the notice of demand from the Assessing Officer, Income Tax Department, New Delhi in respect of Assessment Years 2006-07 to 2014-15, giving effect to the said order from CIT (A), whereby an additional tax demand of Rs. 10,893.30 crores was raised. The enhancement of the demand was primarily on account of valuation of land. The

Company has filed an appeal along with the stay application with Income Tax Appellate Tribunal (ITAT). The matter was heard by ITAT on December 19, 2018, January 2, 2019 and February 6, 2019 and based on the NCLAT order dated October 15, 2018, ITAT adjourned the matter sine die with directions to maintain status quo.

Further, in November, 2018, the CIT (A), Noida, passed a penalty order for Assessment Years 2006-07 to 2014-15, based on which the Assessing Officer Delhi, imposed a penalty amounting to Rs. 10,893.30 crores in December, 2018. The Company filed an appeal, along with a stay application with the Income Tax Appellate Tribunal (ITAT). The matter was heard by the ITAT on March 29, 2019 and May 3, 2019. ITAT has adjourned the matter sine die, with directions to maintain status quo.

The Company on June 5, 2023 requested the Honble ITAT for two clear dates to argue the matter and requested for no coercive action till the next date of hearing i.e. July 26, 2023. Accordingly, the matter was heard, argued and counter argued on July 26, 2023, August 1, 2023 and was concluded on August 2, 2023. Consequently, vide its Order dated August 8, 2023, the Honble ITAT has pronounced its judgment for Assessment Years 2006-07 to 2011-12, wherein the appeals of the Revenue were dismissed and appeal of Company was allowed. As a result of this, approximately 72% of the total Demand of Rs. 23,127/- crores has been addressed by means of the ITAT Order dated August 8, 2023. Further, the ITAT vide its Order dated May 17, 2024 quashed the levy of penalty for the AY 2006-07 to 2011-12. Order giving effect to the ITAT Orders including with regard to penalties for AY 2006-07 to 2011-12 have been passed by the Assessing Officer on October 9, 2024.

With regard to appeals pertaining to Assessment Years 2012-13 to 2014-15, the hearing of which took place on May 13, 2024 & May 22, 2024, and which were subsequently concluded, the

Company as well as the Department were directed to file written submissions. Pursuant to the same, ITAT passed the order dated August 21, 2024, wherein, amongst other matters, the enhancement of demand due to designated returns to be recovered in future and revenue subsidy on account of allotment of Land were deleted and certain other matters pertaining to taxability of lease rental income as business income were remanded to the CIT(A) for adjudication. The matter regarding the consequential penalty with regard to the aforesaid

Assessment Years was heard on September 4, 2024, pursuant to which the ITAT passed the order for penalty appeals in respect of AY 2012-13, 2013-14 and 2014-15 on September 11, 2024, thereby deleting the penalty levied and allowing the appeals of the Company.

Orders giving effect to the CIT(A) orders, for AYs 2012-13 to

2014-15, have been passed by the Assessing Officeron September

15, 2025.

The matters remanded to the CIT(A) have been upheld by the CIT(A) and the Company has received Orders of the CIT(A) for Assessment Years 2012-13, 2013-14 and 2014-15, with a tax effect of Rs. 0.21 Crore, Rs. 0.24 Crore and Rs. 0.23 Crore respectively.

The Company has filed an appeal against the said Orders with the ITAT.

SLP before Supreme Court

The Honble Allahabad High Court vide judgment dated 26.10.2016, disposed of a Public Interest Litigation challenging the validity of the Concession Agreement and held that the two fee-related provisions (being Clause 13 and 14 of the Concession Agreement) to be inoperative. Notably, the Honble Allahabad High Court declined to quash the Concession Agreement itself ("HC Judgment"). Thus, the User fee collection was suspended with effect from that date, though the Company continues to maintain the Project Assets as resources permit. NTBCL challenged the HC Judgment before the Honble Supreme Court by way of SLP No. 33403 of 2016. applications seeking The Honble Supreme Court vide order dated 11.11.2016, directed the Comptroller and Auditor General ("CAG") to verify the Companys claim that the Total Cost of the Project had not been recovered under the Concession Agreement dated

12.11.1997. The CAGs report confirmed that Total Cost had not been recovered but included observations outside its remit.

After conclusion of final arguments, judgment was reserved in the matter on 13.08.2024.

The Supreme Court dismissed NTBCLsinterrogatories or theSLP vide judgment dated 20.12.2024. NTBCL filed a Review Petition on 19.01.2025 seeking review of the said judgment. The Supreme Court listed the Review Petition for hearing in open court on 09.05.2025, and, on that date, dismissed the Review Petition.

Arbitration Matters - New Okhla Industrial Development Authority

Inter alia on account of the HC Judgment, NTBCL sent a proposal dated 17.11.2016, under Section 6.3B(a) of the Concession Agreement notifying NOIDA of the Change in Law and occurrence of Events of Default. However, NOIDA failed to take any steps in pursuance of the said proposal. Accordingly, NTBCL issued a Notice of Arbitration to NOIDA on 14.02.2017, pursuant to Section 26.1 of the Concession Agreement.

Post constitution of the Arbitral Tribunal, NTBCL had submitted its Statement of Claim aggregating to approximately INR 7000,00,00,000 excluding interest and costs, and IL&FS filed an impleadment application with a Statement of Claim. NOIDA filed a Counterclaim, a Statement of Defence and a jurisdiction objection by way of an application under Section 16 of the Arbitration and Conciliation Act, 1996 ("Section 16 Application"), which NTBCL and IL&FS opposed. The Ld. Arbitral Tribunal vide order dated 10.08.2018 dismissed

Section 16 Application filedby NOIDA. NOIDAs petition to set-aside the Ld. Arbitral Tribunals order dated 10.08.2018 was also dismissed by the Honble Delhi High Court vide order dated

31.01.2019. NOIDA filed an SLP (being SLP (C) 8060 of 2019) before the Honble Supreme Court challenging the order dated 31.01.2019 passed by the Honble Delhi High Court. The Honble

Supreme Court vide order dated 12.04.2019: (a) issued notice in SLP (C) 8060 of 2019; and (b) stayed the arbitral proceedings. The next date of hearing before the Supreme Court is 24.08.2026 (tentative date as per the Honble Supreme Courts website).

Arbitration Matter - M/s NAKS Creators and M/s Anant Solutions

Ms. Nidhi Sharma (proprietor of M/s NAKS Creators) and Mr. Anant Sharma (M/s Anant Solutions), i.e. advertisement licensees on the DND Flyway (collectively, the "Claimants"), initiated arbitral proceedings against NTBCL challenging the Termination Notice dated 15.11.2022 issued by NTBCL terminating the Claimants Licence Agreements dated 23.08.2018 and 01.07.2019. The Claimants have filed a Statement of Claim to the tune of INR 66,39,00,000, whereas NTBCL has filed a

Counter-Claim of INR 38,15,84,579 (plus interest and cost). Vide order dated 03.03.2023, the Ld. Arbitral Tribunal: (a) dismissed the Claimants prayer for injunction on the termination of the licence agreements; and (b) directed NTBCL to deposit INR 5 crores as security against any adverse award. On NTBCLs limited appeal against the deposit direction, the Honble Delhi High Court, vide order dated 12.04.2023 (Arb. A (COMM) 8 of 2023), granted an interim stay in NTBCLs favour. NAKS Creators SLP dated 26.02.2024, against the Delhi High Courts order of 28.11.2023 (in NTBCLs favour) was dismissed by the Supreme Court on 08.04.2024.

Thereafter, the parties filed of documents before the Arbitral Tribunal. Vide order dated 23.10.2024, the Arbitral Tribunal rejected the Claimants production application, allowed the Respondents production application. Both parties have also filed of their respective fact witnesses. NTBCL, in accordance with the liberty granted by the Ld.

Arbitral Tribunal, has also filed a detailed memorandum of interrogatories on 10.04.2026 raising several discrepancies in the evidence affidavits submitted by the Claimants. However, response the Claimants have not filed to NTBCLs interrogatories, and several hearings have gotten deferred on account of the same. The matter is next listed on 18.08.2026.

NOIDA Demand – Advertisement Licence Fees

NOIDA, by a demand letter dated September 10, 2025, sought to stop the Companys advertisement displays on the DND Flyway and to recover in excess of Rs. 100 crores towards alleged advertisement licence fees. The Company challenged the demand before the Honble High Court of Delhi, which, by its order dated September 25, 2025, restrained NOIDA from taking any coercive action against the Company or disrupting its advertisement operations; the interim protection has been extended until July 28, 2026, when the matter is next listed.

Resolution Process of IL&FS and its Group Companies

Pursuant to proceedings initiated by the Union of India under Sections 241 and 242 of the Companies Act, 2013, the NCLT, Mumbai Bench, by Order dated October 1, 2018, suspended the erstwhile Board of IL&FS and reconstituted it with the New Board. The NCLAT, by its Interim Order dated October 15, 2018 in Company Appeal (AT) No. 346 of 2018, stayed coercive and precipitate actions against IL&FS and its group companies, including NTBCL, in the larger public interest. The NCLT, Mumbai Bench, by Order dated April 26, 2019, granted exemption to IL&FS and its group companies, including NTBCL, regarding the appointment of Independent Directors and Woman Directors. The NCLAT, by its Order dated March 12, 2020, approved the revised Resolution Framework submitted by the New Board along with its amendments, and approved October 15, 2018 as the Cut-off Date for initiation of the Resolution Process. Accordingly, the Company has not accrued any interest on its loans and borrowings with effect from the Cut-off Date. The resolution process, including options for restructuring and monetisation of assets, remains under way and will have a bearing on the going concern status of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control framework commensurate with the size, scale and nature of its operations. The framework is designed to provide reasonable assurance regarding the integrity of financial reporting, operationalefficiency,safeguarding of loss assets and compliance with applicable laws and regulations. An independent Internal Audit function periodically evaluates the adequacy and effectiveness of these controls, and its findings, together with the responses of the management, are reviewed by the Audit Committee of the Board of Directors, which oversees remediation and continuous improvement.

FINANCIAL PERFORMANCE

The Standalone Gross Revenue from operations for FY 2025-26 was Rs. 4,287.02 lakhs (Previous Year: Rs. 3,963.24 lakhs), an increase of 8.16 per cent, and the Standalone total income for FY 2025-26 was Rs. 5,873.44 lakhs (Previous Year: Rs. 4,260.16 lakhs), an increase of 37.87 per cent, attributable mainly to onetime exceptional income received during the year. The Company recorded a Standalone profit after tax of Rs. 2,714.10 lakhs for FY

2025-26, a turnaround from the loss of Rs. 24,429.29 lakhs (after exceptional items) in FY 2024-25.

The Consolidated Gross Revenue from operations for FY 2025-26 was Rs. 4,287.02 lakhs (Previous Year: Rs. 3,963.24 lakhs), an increase of 8.16 per cent, and the Consolidated total income for FY 2025-26 was Rs. 5,883.72 lakhs (Previous Year: Rs. 4,261.11 lakhs), an increase of 38.08 per cent, attributable mainly to one-time exceptional income received during the year. The

Consolidated profit after tax stood at Rs. 2,723.80 lakhs, against a loss of Rs. 24,418.58 lakhs (after exceptional items) in FY 2024-

25.Thesignificant previous year was on account of recording of exceptional item on account of provision for impairment of asset.

Financial and Operational Performance during the previous years, the Company has focused on maximising its revenues, through the award of the advertisement contract to a new licensee at a materially higher consideration and also has made some progress on cost rationalisation towards a leaner and more efficient organisation.

The Company continues to maintain the Project Assets to the extent permitted by the resources available at its disposal. The financial and operational performance of the Company for the year under review and the previous year is given below:

(Rs. in lakhs)

Particulars	March 31, 2026	March 31, 2025
Advertisement Income	4,287.02	3,963.24
Other Income (Including one time income)	1,586.42	296.92
Profit / (Loss) before tax	2,714.10	(24,429.29)
Profit / (Loss) after tax	2,714.10	(24,429.29)

The Company is responsible for the upkeep of the DND Flyway under the Concession Agreement. Notwithstanding the significant reduction in its income following the suspension of user fee, the Company, in the wider public interest and to ensure the safety and security of commuters, has undertaken a multi-phased repair and maintenance programme, including micro-surfacing, bituminous works, replacement of street furniture and electrical repairs. The second phase of the programme, delayed by GRAP-IV restrictions, was completed in April 2026. An Independent Technical Assessment of the Flyway commissioned during the year confirmed that the structure remains sound and requires no major structural strengthening or rehabilitation in the immediate future.

KEY FINANCIAL RATIOS

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,thesignificantfinancial ratios (on a standalone basis) are given below:

Particulars	FY 25-26	FY 24-25	Explanation for Y-o-Y variance higher than 25%
Current Ratio	1.00	0.51	Improved on account of income tax refunds received during the year, which were invested in fixed deposits, increasing current assets.
Debt Equity Ratio #	3.37	1.08	Variance arises from lower negative equity as compared to the previous year on account of profit in the current year.
Debt Service Coverage Ratio *	N.A.	N.A.	–
Return on Equity Ratio	(1.03)	(2.97)	Improved due to profit made by the Company in the current year as against a loss in the previous year.
Inventory Turnover Ratio **	N.A.	N.A.	–
Trade Receivable Turnover Ratio	20.44	25.58	–
Trade Payable Turnover Ratio	19.69	17.84	–
Net Capital Turnover Ratio	6.49	(1.89)	Improved due to increase in revenue and other bank balances during the current year.
Net Profit Ratio	0.63	(6.16)	Improved due to increase in revenue and profit in the current year.
Return on Capital Employed	4.11	(11.68)	Improved due to profit in the current year as against loss in the previous year.
Return on Investment	2.13	(6.13)	Improved due to profit in the current year as against a loss in the previous year.

# Debt is defined as long-term borrowings, current maturities of long-term borrowings, short-term borrowings and interest accrued thereon.

* The Company has not made payment of monthly interest and quarterly repayments on the Secured Term Loan ("Facility"), and, based on the recall notice of ICICI Bank Limited dated September 27, 2018, the outstanding balance has been grouped as Current Borrowings. Accordingly, there is no long-term debt in the Company, and pursuant to the Orders of the Honble NCLAT dated October 15, 2018 and March 12, 2020, the Company has not accrued any interest on its loans. Hence, the Debt Service Coverage Ratio is not applicable.

** Inventory pertains to toll revenue; since collection has been suspended pursuant to the judgment dated October 26, 2016 of the Honble High Court of Allahabad, there is nil cost of goods sold pertaining to toll revenue. Hence, the Inventory Turnover Ratio is not applicable.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS

The Company regards its people as critical to sustaining its operations through a prolonged period of legal and financial uncertainty. The Companys workforce comprises professionals including engineers, chartered accountants and managers, together with skilled and unskilled staff, deployed at the corporate office and at the project site. During the year, the Company continued initiatives in recruitment, training, performance management and employee welfare, including operations and maintenance training for site personnel, to keep the organisation lean, capable and prepared for higher roles and responsibilities. Industrial relations remained cordial throughout the year.

CAUTIONARY STATEMENT

Certain statements in this Management Discussion and Analysis Report describing the Companys objectives, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include traffic, the status of the government concession, network improvements, the outcome of pending legal and arbitral proceedings, changes in government regulations, and other incidental factors over which the Company does not have direct control.

	By order of the Board
	For Noida Toll Bridge Company Limited
	Nand Kishore
	Chairman
	DIN: 08267502
Date: August 3, 2026
Place: Delhi