Noida Toll Bridge Company Ltd Management Discussions

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 (Concession) executed between the Company, IL&FS and New Okhla Industrial Development Authority ("NOIDA") in November 1997, has given the Company the right to levy a User Fee. The Governments of Uttar Pradesh and National Capital Territory of Delhi have, in January 1998, executed a Support Agreement in favour of the Project/Concessionaire.

The Delhi Noida Direct Flyway (commonly known as the DND Flyway or DND) was opened to traffic in February, 2001 and is an eight lane, 7.5 km. facility across the Yamuna River, connecting Noida to South Delhi. An additional 1.7 km. link connecting the DND Flyway to Mayur Vihar was also commissioned in June, 2007 (Phase I)/January, 2008 (Phase II).

NTBCL is a public Company with Equity Shares listed on the National Stock Exchange and the Bombay Stock Exchange in India.

The Union of India on October 1, 2018 filed a petition with the National Company Law Tribunal ("NCLT") seeking an order under section 242(2) and section 246 read with section 339 of the Companies Act, 2013 on the basis of the interim reports of the ROC and on the following grounds:

(i) The precarious and critical financial condition of the IL&FS Group and their inability to service their debt obligations had rattled the money market.

(ii) On a careful consideration of the Union of India, it was of the opinion that affairs of the IL&FS Group were conducted in a manner contrary to the public interest due to its mis- governance; and

(iii) The intervention of the Union of India is necessary to prevent the downfall of the IL&FS Group and the financial markets.

It was felt that the governance and management change is required to bring back the IL&FS Group from financial collapse, which may require, among other things, a change in the existing Board and management and appointment of a new management.

The National Company Law Appellate Tribunal ("NCLAT") vide its Order dated October 15, 2018 gave a moratorium to IL&FS and its group entities including NTBCL which inter- alia stated that no creditors can proceed against it except under article 226 of the Constitution. Accordingly, the Company has not been servicing the debt obligations since October 15, 2018.

The New Board, as part of the resolution process, has submitted several progress reports to the NCLT. This includes framework for a resolution plan and process, steps undertaken for monetization of assets, appointment of consultants, and classification of group entities based on their abilities to meet various financial and operational obligations, measures for cost optimization and protocol for making payments beyond certain limits.

The resolution plan seeks a fair and transparent resolution for the Company while keeping in mind larger public interest, financial stability, various stakeholders interest, compliance with legal framework and commercial feasibility. It is proposed to have a timely Resolution Process which in turn mitigates the fallout on the financial markets of the country and restore investor confidence in the financial markets thereby serving larger public interest. The Company being an associate company of transportation vertical of IL&FS having projects through various group entities, depends on its group entities to continue operating as a going concern. The resolution plan and processes for various verticals are under way and options of restructuring business, as well as exits are planned.

The assessment of the New Board, based on analysis of the current position of and challenges facing the IL&FS group, is that an Asset Level Resolution Approach serves the best interest of all stakeholders to achieve final resolution.

The entities in the IL&FS group, have been classified into Indian and offshore entities. Further, the Indian IL&FS entities have been classified by an independent third party, into three categories of entities based on a 12-month cash flow based solvency test viz. "Green", "Amber" and "Red", indicating their ability to repay both financial and operating creditors, only operating creditors, or only going concern respectively.

The Company is classified as a "Red" entity, indicating that it is not able to meet all obligations (financial and operational) including the payment obligations to senior secured financial creditors. Accordingly, the Company is permitted to make only those payments necessary to maintain and preserve the going concern status.

ECONOMIC REVIEW

Global Economy and Outlook

In calendar year 2024, the global economy demonstrated considerable resilience, achieving a growth rate of 3.3% according to the International Monetary Funds (IMF) World Economic Outlook. This growth occurred despite of uneven progress across different regions and sectors. Headline inflation eased to 5.8%, moving closer to central bank targets and triggering the initial round of interest rate cuts in several major economies.

Labour markets remained relatively robust, with unemployment rates hovering near historic lows, although there were signs of slight softening. Strong nominal wage increases, coupled with declining inflationary pressures, led to an improvement in real household incomes. Nevertheless, private consumption stayed muted, reflecting cautious consumer sentiment and persistent uncertainty.

Geopolitical tensions, especially in Eastern Europe and the Middle East-intensified, contributing to global instability. These developments disrupted trade, investment flows, and financial markets, continuing to weigh on business confidence and longterm investment planning.

The global economy is at a critical juncture, with significant internal and external imbalances and vulnerabilities. Major policy shifts are underway, generating a new wave of uncertainties with potentially significant implications for the functioning of the global economy. The global economic outlook for 2025 is characterized by slower growth, with the US trade policy playing a significant role in shaping the landscape. The average US duties remain historically elevated, continuing to exert a drag on global trade and activity. This uncertainty surrounding US trade policy is expected to contribute to slower global growth, with advanced economies projected to grow by only 1.2%.

The ongoing war situations in Russia and Ukraine and escalating war situation in middle east countries can present significant risk of oil price surges, straining public finances and raising inflation. Disruption of trade routes can lead to higher shipping and insurance costs and volatility in financial markets which may lead to investors shift towards safe-haven assets. The emerging geopolitical landscape presents a cautious and complex picture of the global economy for the year 2025. Escalating trade tensions and policy uncertainty and escalating war situations are major drivers for the economic outlook. The divergent and swiftly changing policy positions and deteriorating sentiment could lead to tighter global financial conditions. Demographic shifts threaten fiscal sustainability, while the recent cost-of-living crisis may reignite social unrest. The financial market landscape is marked by increased uncertainty and market volatility, against the backdrop of stretched valuations within many segments of financial markets. Global growth is projected to decline, following a period of steady but underwhelming performance. As per the IMF report of April 2025, the global growth is expected to decline to 2.8% in 2025 and 3% in 2026, down from 3.3% in both 2024 and 2023. Advanced economies are projected to grow at 1.4% in 2025, with the US slowing to 1.8% and the Europe at 0.8% and emerging market and developing economies are expected to slow down to 3.7% in 2025 and 3.9% in 2026.

Source:https://www.imf.org/en/Publications/WEO/Issues/2025/04/22/world-economic-outlook-april-2025

Indian Economic Overview and outlook

India continues to be one of the fastest-growing major economies globally, supported by its favourable demographic profile, strong domestic consumption, ongoing structural reforms, and a sustained drive towards digital transformation. Key contributors to this growth include healthy GST collections, expanding infrastructure, manufacturing sectors, and rapid technological adoption across industries. The governments emphasis on improving the ease of doing business and nurturing a vibrant startup ecosystem has further bolstered economic momentum.

However, GDP growth moderated to 6.5% year-on-year in FY2025, reflecting the combined impact of global economic headwinds and domestic challenges. Factors contributing to this slowdown include a decline in manufacturing output, elevated food inflation, tepid urban demand, limited job creation, widening trade deficits, and subdued private sector investment. Despite these hurdles, India remains on a stable growth trajectory, driven by robust manufacturing, diversifying services, increased infrastructure spending, and government- led initiatives promoting digitalisation, financial inclusion, and business-friendly reforms. Efforts to diversify trade through new free trade agreements have helped mitigate external risks, while rising urbanisation and growing middle class have supported consumer spending. Inflationary pressures, driven by global supply chain disruptions and volatile commodity prices, prompted the Reserve Bank of India (RBI) to take proactive measures to balance inflation control with economic growth. Indias total exports reached a record high of $824.9 billion in 2024-25, driven by strong services exports and increased merchandise exports excluding petroleum products. This figure represents a 6.01% increase over the US$778.1 billion exported in 2023-24, marking a significant leap in the countrys economic trajectory. Private consumption saw a rebound, contributing to overall economic growth.

Indias real GDP is expected to expand by 6.3% in FY2025-26 and 6.4% in FY2026-27. This growth will be primarily driven by a gradual recovery in private consumption, supported by rising real incomes due to moderate inflation, recent tax relief measures, and a strengthening labour market. Investment activity is likely to benefit from falling interest rates and robust public capital expenditure. However, increased tariffs from the United States may dampen export performance. Inflation is projected to remain stable at around 4%, in line with trend-level economic growth. Nonetheless, risks such as spike in global commodity prices could lead to higher food inflation.

The Union Budget for FY2025-26 outlines a path of moderate fiscal consolidation, targeting a reduction in the fiscal deficit from 4.8% of GDP in FY2024-25 to 4.4% in FY2025-26. With inflation well within the target range, monetary policy is expected to gradually shift towards a more accommodative stance. Enhancing the efficiency of public spending through better targeting of energy and fertilizer subsidies, along with rationalizing tax expenditures, could free up resources for other developmental priorities. Additionally, improvements in logistics, digital infrastructure, and greater policy predictability especially in tax administration are expected to encourage private sector investment.

Source: https://www.oecd.org/en/publications/oecd-economic-outlook- volume-2025-issue-1 83363382-en/full-report/india f1029fca. html#indicator-d1e2177- 8afb5283e6

https://www.worldbank.org/en/country/india/overview

https: / / www.360tf.trade/india-export-growth-2024-25- services-merchandise-record/

INDIAN REAL ESTATE MARKET

The Indian housing sector continues to be a vital contributor to the countrys economic growth, with its share in GDP expected to reach 13% by 2024-25. This underscores both its current strength and future potential. Real estate is Indias second- largest employment generator after agriculture. Recognizing housing as a basic necessity and a major source of employment, the government has consistently supported the sector through budgetary allocations, regulatory reforms, and targeted welfare initiatives.

By 2030, the housing market is anticipated to grow into a USD 1 trillion industry, propelled by demographic changes, supportive policies, and global trends. Tier 2 and Tier 3 cities are emerging as significant growth hubs. Urban homeownership is on the rise and projected to increase from 65% in 2020 to 72% by 2025, driven by affordable financing, the trend toward nuclear families, rapid urbanization, and a younger population entering the market. The Urban population is expected to hit 542.7 million by 2025. The FDI inflow in construction between year 2000-2024 has reached US$ 44.46 billion supporting momentum for continuous growth. The major growth vectors for real estate can be summarised as under:

1. Policy Support

• 100% FDI allowed in township development.

• PM Awas Yojana Urban 2.0: Rs. 10 lakh crore investment for housing.

2. Government Support

• PMAY-U: 119.7 lakh houses sanctioned.

• REITs and InvITs raised US$ 9.7 billion.

• Tax reliefs and stamp duty reductions.

• Green building movement gaining momentum.

3. Increasing Investments

• PE investment rose 6% to US$ 2.82 billion in FY25.

• Foreign inflows up 37% YoY in H1 2024.

4. Robust Demand

• Luxury housing sales up 53% in 2024.

• Data center demand to grow by 15-18 million sq. ft. by 2025.

5. Attractive Opportunities

• Real estate CAGR of 9.2% (2023-2028).

• Blackstone plans US$ 22 billion additional investment by 2030.

The sectors growth, which picked up momentum in 2023, continued robustly through 2024-25. Residential sales across Indias top eight cities reached 4.5 lakh units, reflecting a 10% year-on-year growth. New project launches hit a record 5.6 lakh units. Early 2025 saw further momentum, with 1.4 lakh units sold and inventory levels dropping by 8%.

The mid-income housing segment, priced between Rs.40-80 lakhs, remains dominant, accounting for 34% of new launches. Demand is robust across all price brackets, supported by stable interest rates, rising disposable incomes, and a growing preference for larger homes. There is a noticeable shift toward high-value home loans, driven by increased construction costs and the preferences of upper-middle-class buyers and High Net-Worth Individuals (HNIs) for luxury and spacious homes.

Despite these advancements, India still faces a significant housing deficit, with a shortfall exceeding 31 million units. Of this, 26 million units are needed by the Lower Income Group (LIG) and Economically Weaker Sections (EWS), particularly in rural and semi-urban areas. In urban regions, the shortage is mainly due to overcrowding and substandard housing, while in rural areas, it stems from the prevalence of non-serviceable or kutcha homes.

Sources: https://www.oecd.org/en/publications/2025/06/oecd-economic-outlook-volume-2025-issue 1 1fd979a8/full- report/india f1029fca.html

IBEF February 2025 Report on Indian Real Estate Sector & https://www.ibtimes.co.in/indian-housing-sector-contribute- 13-pc-national-gdp-by-2025- report-877479)

Opportunities and Threats

The Noida Toll Bridge competes for traffic with two other free bridges across the Yamuna River. located on either side of the facility i.e. the Nizamuddin Bridge which is 2 kms upstream and the Okhla Barrage / Kalindi Kunj Bridge which is 1 km. downstream.

To cater to the growing need for improved connectivity between Noida and Delhi, NOIDA is implementing a 6 lanes road bridge parallel to the existing Okhla Barrage bridge.

The National Capital Region Transport Corporation (NCRTC) has implemented the Delhi to Meerut Rapid Rail Transit Systems (RRTS) and the alignment of the said corridor has crossed the Mayur Vihar Link Road (MVLR) near the MVLR Toll Plaza.

PWD Delhi-Flyover Division (PWD) has implemented the Extension of Ashram Flyover to DND Flyway. The work was approved by the Unified Traffic and Transportation Infrastructure (Planning & Engineering) Centre (UTTIPEC) considering the traffic problem between DND to Ashram Chowk. The extension on the AIIMS- Noida arm of flyover has merged with DND Flyover before Delhi Interchange Bridge and additional lanes have provided on LHS of DND Flyway for at grade traffic going to Noida.

National Highways Authority of India (NHAI) is implementing the project for Development of economic Corridors, Inter Corridors and Feeder routes to improve the efficiency of freight movement in India under Bharatmala Pariyojana (Lot-4/ Package-1) Faridabad-Ballabhgarh Bypass Junction with Delhi- Vadodara expressway KMP-interchange. The project has been accorded priority-1 & has been approved by MoRT&H. New elevated proposed corridor crossing Delhi Interchange North to South direction to bypass the NH- 2 bound traffic in ITO/ Faridabad direction and vice versa and additional lanes will be provided on RHS arm at Km. 1000 of DND Flyway to provide access to NH-2 bypass for the traffic coming from Noida.

Further, Government of Delhi is extending the Barapullah Nallah Elevated Road (BPNER) across the Yamuna River, to connect to the UP-Link Road at a point less than 1 km upstream from the Mayur Vihar link Road.

There was also a proposal of Ghaziabad Development Authority to extend the Hindon Elevated Road to UP Link Road and connecting to the Mayur Vihar Link Road. The proposed connector road also built along the Hindon Canal.

At present, pursuant to the judgement of the Allahabad High Court and interim order of the Supreme Court, the Company is not collecting toll from the users, However, in the event the toll is restored, the traffic and toll collections will have some impact by the above developments which cannot be quantified currently.

SEGMENT WISE PERFORMANCE

The Company is primarily engaged in construction and thus has only one segment. Honble High Court of Allahabad had, vide its Judgement dated October 26, 2016 on a Public Interest Litigation filed in 2012 (challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed) has directed the Company to stop collecting the user fee holding the two specific provisions relating to levy and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, Collection of user fee from the users of the NOIDA Bridge has been suspended from October 26, 2016.

Presently, the Company is generating revenue mainly from outdoor advertising on DND Flyway, and rent for use of space for collection of Entry Tax and Environment Compensation Charge by the Contractor appointed by South Delhi Municipal Corporation of Delhi and Licence fee for use of space near DND for mobile towers.

The non-toll revenue during FY 2024-25 is Rs. 4024.02 lakhs as compared to Rs. 2083.56 lakhs for FY 2023-24 registering an increase of 93.13%.

Outlook

Outlook has to be appreciated in light following significant development:

1. Pertaining to stoppage of charging user fee - The Honble Supreme Court by way of its judgement dated 20.12.2024, has dismissed the SLP filed by NTBCL. On 09.05.2025 Honble Supreme Court refused to review its decision and dismissed the plea seeking review of the Order dated December 20, 2024 verdict.

2. Huge demand from Income tax - The ITAT decision dated August 8, 2023 has provided significant relief in terms of bringing clarity on Income tax matter (having addressed the demand to the extent of 72%) and it is highly likely that balance amount will also be addressed given it is but an extrapolation of demands that have been set aside. On May 16, 2024 and ITAT basis its Order dated August 08, 2024 deleted the penalty levied in respect of AYs 2006-07 to 2011-12 and the Stay Application was also dismissed as infructuous. Further, penalty appeals and stay applications for AYs 2012-13, 2013-14 and 2014-15 stand adjourned to September 4, 2024. Pursuant to the same, the ITAT passed the order for penalty appeals in respect of AY 2012-13, 2013-14 and 2014-15 on 11.09.2024, deleting the penalty levied and allowing the appeals of the Company.

For Assessment Year 2018-19, wherein a demand of Rs. 46.23 crores has been raised, the Commissioner of Income Tax Appeal CIT(A) vide Order dated July 3, 2025 has allowed the appeal of the Company. For the Assessment Years 2016-17 and 2017-18, wherein a demand of Rs. 357.00 crores and Rs 383.48 crores respectively has been raised, the CIT(A) vide Order dated July 4, 2025 has allowed the appeal of the Company. 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.

RISK AND CONCERNS

Income Tax Matters

The Company has been contesting an income tax demand including penalty of Rs. 23,127/- Crores for period from AY 200607 to AY 2014-15 at ITAT. Such hearing were greatly delayed on account of limited functioning of Tribunal on account of Covid related restrictions.

Subsequent to lifting of such restrictions and by means of proactive approach of the New Board in calling for early hearing, Company has been able to secure hearing in the matter.

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. On May 16, 2024 Honble ITAT basis its Order dated August 08, 2024 deleted the penalty levied in respect of AYs 2006-07 to 2011-12 and the Stay Application was also dismissed as infructuous. Further, penalty appeals and stay applications for AYs 2012-13, 2013-14 and 2014-15 stand adjourned to September 4, 2024. Pursuant to the same, the ITAT passed the order for penalty appeals in respect of AY 2012-13, 2013-14 and 2014-15 on 11.09.2024, deleting the penalty levied and allowing the appeals of the Company.

For Assessment Year 2018-19, wherein a demand of Rs. 46.23 crores has been raised, the Commissioner of Income Tax Appeal CIT(A) vide Order dated July 3, 2025 has allowed the appeal of the Company. For the Assessment Years 2016-17 and 201718, wherein a demand of Rs. 357.00 crores and Rs 383.48 crores respectively has been raised, the CIT(A) vide Order dated July 4, 2025 has allowed the appeal of the Company. 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 Appeal Centre (NFAC), against the aforesaid assessment order. Subsequenty, the Commissioner of Income Tax Appeal CIT(A) vide Order dated July 3, 2025 has allowed the appeal of the Company.

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. With the transition to Faceless Appeals, as introduced vide Faceless Appeal Scheme, 2020, both the appeals have been transferred to the NFAC.

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.

The Income Tax Department has, in earlier years, raised a demand of Rs.1,343.31 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 201213 to 2014-15, the hearing of which took place on May 13, 2024 & May 22, 2024, and which has been subsequently concluded, the Company as well as the Department were directed to file the 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 have been deleted and certain other matters were remanded to the CIT(A) for adjudication, of which some matters have been awarded in favour of the Company, by the CIT(A) vide orders dated July 2 and July 4, 2025 respectively.

SLP before Supreme Court

The local resident welfare associations, Federation of Noida Resident Welfare Associations (FONRWA) had filed a Public Interest Litigation ("PIL") in 2012 in the Allahabad High Court ("HC") challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed. The Honble HC of Allahabad in a judgement dated October 26, 2016 held that the two specific provisions relating to levy and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the NOIDA Bridge was suspended from October 26, 2016. However, the Company continues to maintain the Project Assets to the extent permitted by the available resources.

The Company had challenged the HC Judgment before the Honble Supreme Court of India ("SC") by way of Special Leave Petition (SLP No. 33403 of 2016). The Honble SC had on November 11, 2016, passed an order in the aforesaid matter, requesting the Comptroller and Auditor General of India ("CAG") to assist the court in the matter by verifying the claim of the Company that the Total Cost of the Project has not been recovered in accordance with the terms of the Concession Agreement dated 12.11.1997. The CAG filed an Affidavit along with sealed cover report to SC on March 22, 2017. The CAG report clearly specified that Total Cost of Project had not been recovered by the Company. The CAG report also contained some other observations by the CAG, which were outside the scope of its remit. The SC Bench directed that the CAG Report be kept in a sealed cover and need not be provided to the Respondents in the case. The SC stated that the CAG report would continue to remain in a sealed cover.

The matter came up for hearing and/or was heard by the SC on March 5, 2019, March 25, 2019, April 25, 2019 and on 05.10.2020, on which date it was posted for final disposal on 18.11.2020, and it was directed that the counsel for the parties may file written submission if any.

Subsequently, the matter was heard on July 27, 2023 and has been fixed for September 5, 2023. In the meanwhile, the Honble Supreme Court has requested the Learned Additional Solicitor General of India to examine the report submitted by the CAG and assist the Honble Supreme Court.

During the hearing of the matter on 25.09.2023, the Ld. Bench took note of the fact that the Respondents have been provided a copy of the CAG Report, and thus directed the matter to be listed for final arguments on 21.11.2023. On 21.11.2023 the Ld. Bench noted that service and pleadings in SLP(C) 33403 of 2016 were complete and directed the matter to be listed on 30.01.2024 for final hearing. However, the matter was not taken up on 30.01.2024 on account of one of the Ld. Judges sitting in a constitution bench hearing. Similarly, the matter was not taken up on 06.02.2024 and 20.02.2024 due to paucity of time. The matter was next listed on 05.03.2024, wherein the Honble Court, at the request of NTBCL, directed the matter to be listed in priority. The matter again listed on 02.04.2024 and 30.07.2024. The matter was finally heard and reserved for orders on 13.08.2024. The Honble Supreme Court granted liberty to the parties to file written submissions within 10 days on 14.08.2024. NTBCL filed its Written Submissions before the Honble Supreme Court on 24.08.2024.

The Honble Supreme Court by way of its judgement dated 20.12.2024, has dismissed the SLP filed by NTBCL.

NTBCL on 19.01.2025 filed a Review Petition before the Honble Supreme Court (bearing Diary No. 3494 of 2025) inter alia seeking a review of the judgment dated 20.12.2024 and on 19.01.2025 filed a Review Petition before the Honble Supreme Court (bearing Diary No. 3494 of 2025) inter alia seeking a review of the judgment dated 20.12.2024. The Honble Supreme Court vide order dated 29.04.2025 has directed the petition to be listed in open court on 09.05.2025. On 09.05.2025 Honble Supreme Court refused to review its decision and dismissed the plea seeking review of the Order dated December 20, 2024 verdict.

Arbitration Matters - New Okhla Industrial Development Authority

The Judgment of the Honble HC of Allahabad had constituted a Change in Law as per the Concession Agreement, which obligates NOIDA to modify or cause to modify the Concession Agreement so as to place the Company in substantially the same legal, commercial and economic position as it was prior to such Change in Law. Accordingly, the Company had sent a proposal dated November 17, 2016 under Section 6.3B(a) of the Concession Agreement notifying NOIDA of the resultant Change in Law and occurrence of Events of Default. However, NOIDA failed to take any steps in pursuance of the said proposal. The Company then sent a Notice of Arbitration to NOIDA on February 14, 2017 pursuant to Section 26.1 of the Concession Agreement. The Company had appointed Mr. Justice Vikramajit Sen (Retd.) as its designated Arbitrator. However, NOIDA had not nominated its Arbitrator. In light of the foregoing, the Company had filed a petition on July 20, 2017 under Section 11(4) of the Arbitration and Conciliation Act, 1996 ("A & C Act") in the Honble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the Arbitrator on NOIDAs behalf. The Arbitral Panel comprising of Mr. Justice (Retd.) Satya Brata Sinha and Mr. Justice (Retd.) Vikramjit Sen and Honble Justice (Retd.) R.C. Lahoti as Presiding Arbitrator had been constituted on November 15, 2017. At the preliminary hearing of the Arbitral Tribunal on December 2, 2017, schedule of steps to be followed upon had been agreed upon.

In compliance with the schedule, NTBCL had submitted their Statement of Claim aggregating to approximately Rs. 7000,00,00,000/- (Rupees Seven Thousand Crores) excluding interest and costs. Separately, IL&FS as the project sponsor and party to the Concession Agreement had filed an impleadment application with the Arbitral Tribunal along with a Statement of Claim. NOIDA had also filed a Counterclaim Statement of Defence and an Application under Section 16 of the A & C Act raising jurisdictional objections before the Arbitral Tribunal. The Company and IL&FS have filed their reply to the application of NOIDA under Section 16 objecting to the maintainability of the claims within the stipulated time. NOIDA too has filed its written submissions on May 18, 2018 for arguments on application under Section 16 of the A & C Act. On May 19, 2018, the Arbitral Tribunal heard the arguments of the legal counsel of NOIDA and on June 2, 2018 the Arbitral Tribunal heard the objections and arguments of the legal counsel of IL&FS. On September 12, 2018, NOIDA had moved an application for the amendment of their counter claim which was opposed by the Companys Legal Counsel. On September 20, 2018 the Arbitrators stated that

(a) amendment of the counter claim filed by NOIDA be left open to be considered at the final hearing and the Company has been given time to file its reply to the said counter claims on or before October 31, 2018,

(b) The next date of hearing is November 13, 2018 for

(i) settling the points for determination,

(ii) determining the order of production of witnesses and issuing such further directions as needed,

(c) March 5, 2019 to March 9, 2019 are appointed for recording evidence and

(d) April 8, 2019 to April 13, 2019 and April 15, 2019 are appointed for final hearing.

Due to the Order of NCLAT dated October 15, 2018, passed in the matter of IL&FS and its Group Companies including NTBCL, the arbitration proceedings by NOIDA against the Company were kept in abeyance by the Arbitral Panel. NOIDA had also filed an Application for Directions in the Honble Supreme Court (SC) seeking a stay on the arbitral proceedings and the stay of the interim award dated August 10, 2018 (rejecting NOIDAs Section 16 application) passed by the Arbitral Tribunal.

On April 12, 2019 the SC heard the matter along with the IA No. 170774 of 2019 filed by NOIDA and stayed the proceedings in the arbitration and fixed the matter for final disposal. Subsequent to the hearing dated December 20, 2024, the matter was required to be listed subsequently. No next date has been advised thereon.

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

The contract with its erstwhile Licensee M/ s Naks Creators has been terminated as per terms of the License agreements. Subsequently, Company has awarded the Contract for Lease of Advertisement space to another Company at a much higher price. Pursuant to the termination of Contract, M/ s Naks Creators have filed and application in Honble Delhi High Court, who in turn have directed for settlement of matter by means of Arbitration, a method prescribed under the Contract. On April 12, 2023 hearing have been completed and both parties have submitted their claims and counter claims.

The Ld. Arbitral Tribunal vide order dated 03.03.2023 had:

(a) dismissed the Claimants prayer seeking an injunction on the termination of the License Agreements; and

(b) directed NTBCL to submit a fixed deposit of INR 5 crores with the Arbitral Tribunal as security in the event an adverse award was passed against NTBCL.

On a limited appeal filed by NTBCL against the direction to make a deposit, the Honble Delhi High Court vide order dated April 12, 2023 (Arb. A (COMM) 8 of 2023) granted an interim stay in favour of NTBCL. The next date of hearing is October 16, 2023.

Another application filed by Claimants under Section 17 of the Arbitration Act seeking stay on encashment of Bank Guarantee dated 1.06.2018 was dismissed as withdrawn vide order dated April 19, 2023, since the Ld. Arbitral Tribunal was not inclined to stay the said encashment.

The matter has been heard by the Ld. Tribunal on 23.12.2023, 29.01.2024 and 01.03.2024. The matter was scheduled to be listed on 29.04.2024, however was adjourned. The next date of hearing before the arbitral tribunal is on May 28, 2024 (case management hearing). The erstwhile Licensee filed an SLP on February 26,2024 before Honble Supreme Court against the Order dated November 28, 2023 passed by Honble Delhi High Court in favour of the NTBCL. On April 08, 2024 the Honble Supreme Court declined to interfere with the impugned Order of the Honble Delhi High Court and accordingly the SLP filed by erstwhile License was dismissed.

The Ld. Tribunal vide order dated 23.10.2024, has rejected the Claimants production application and allowed the Respondents production application. The Ld. Tribunal had directed the Claimants to produce the relevant extracts of balance sheets for the subject matter project i.e. DND Flyway for FY 2018-19, 201920, 2020-21, and 2021-22 within 3 weeks.

Further, the Ld. Tribunal vide order dated 28.02.2025 (pronounced on 17.03.2025) rejected a clarification application filed by Claimant and instead directed Claimant to produce copies of their balance sheets for FY 2018-19 and FY 2019-20.

Resolution process of IL&FS and its Group Companies

Pursuant to the proceedings filed by the Union of India under Sections 241 and 242 of the Companies Act, 2013, the National Company Law Tribunal, Mumbai Bench ("NCLT"), by way of an Order dated October 1, 2018, suspended the erstwhile Board of Directors of Infrastructure Leasing & Financial Services Limited ("IL&FS") and re-constituted the same with persons proposed by the Union of India (such reconstituted Board, referred to as the "New Board"). The National Company Law Appellate Tribunal ("NCLAT") by way of its order on October 15, 2018 ("Interim Order") in the Company Appeal (AT) 346 of 2018, after taking into consideration the nature of the case, larger public interest and economy of the nation and interest of IL&FS and its group companies (including NTBCL) has stayed certain coercive and precipitate actions against IL&FS and its group companies including NTBCL. IL&FS and its group companies are currently undergoing resolution process under the aegis of the NCLAT and NCLT which will impact the going concern status of the Company. Moreover, NCLT, Mumbai Bench vide its Order dated April 26, 2019 has also granted exemption to IL&FS and its Group Companies including NTBCL, regarding appointment of Independent Directors and Women Directors. Further, the Honble NCLAT vide its Order dated March 12, 2020 has approved the revised Resolution Framework submitted by New Board alongwith its amendments. In the said Order, Honble NCLAT has also approved October 15, 2018 as the Cut-off date for initiation for Resolution Process of IL&FS and its Group Companies. Accordingly, the Company has not accrued any interest on all its loans and borrowings with effect from October 15, 2018 ("Cut-off date").

Initiation of Public Sale Process by ITNL for sale of its entire equity stake in NTBCL and ITMSL

Noida Toll Bridge Company Ltd ("NTBCL") is a public listed company, incorporated in 1996, promoted by IL&FS as a special purpose vehicle to develop, construct, operate and maintain the Delhi Noida Direct Flyway on a build, own, operate and transfer basis. In terms of equity ownership, ITNL holds 26.37%, whereas the balance 73.63% is held by Govt. Authority/ Public / Institutions. Further, NTBCL has a subsidiary, ITNL Toll Management Services Limited ("ITMSL"), in which NTBCL holds 51% and balance 49% is held by ITNL. The Company was in receipt of a Copy of the resolution passed by the Board of Directors of ITNL, wherein it was stated as under:

In view of persistent interest shown by few Corporates for purchasing ITNLs equity stake in NTBCL, the New Board of IL&FS, in its meeting held on December 22, 2022 approved conducting a Swiss Challenge process for sale of ITNLs entire equity stake in NTBCL. Further, the New Board of IL&FS, vide circular resolution dated February 19, 2023 approved divestment of ITNLs 49% equity stake in ITMSL along with sale of ITNLs entire equity stake in NTBCL under the approved Swiss Challenge process (together "NTBCL Transaction"). Subsequently, the Boards of ITNL (February 24, 2023), NTBCL (March 17, 2023) and ITMSL (March 17, 2023) too approved undertaking the NTBCL Transaction.

The New Board of IL&FS, in its meeting held on March 13, 2024 have cancelled the Swiss Challenge Process and have approved the divestment of its 100% holding in NTBCL and ITMSL through Public Sale Process. However, owing to no meaningful interest shown by EOI applicants on the matter, the sale process has not been taken forward.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate internal control system which is commensurate with the nature and size of its operations and is manned by qualified and experienced personnel.

The system involves adopted policies and procedures regarding financial and operating functions for ensuring the orderly and efficient conduct of its business including adherence to Companys assets, prevention & detection of frauds and errors and timely preparation of reliable financial information.

The internal control systems are further supplemented by internal audit carried out by an independent firm of Chartered Accountants and periodical review by the management and Statutory Auditors. The Internal Audit reports are reviewed by the Audit Committee.

The internal control systems are implemented:-

• To safeguard the Companys assets from loss or damage.

• To keep constant check on cost structure.

• To provide adequate financial and accounting controls and implement accounting standards.

The senior management regularly reviews the findings and recommendations of the Internal Auditors so as to continuously monitor and improve internal controls to match the organizations pace of growth and increasing complexity of operations as well as to meet the changes in statutory and accounting requirements.

CONSOLIDATED FINANCIAL PERFORMANCE

The Standalone Gross Revenue from operations for FY25 was Rs. 4024.02 lakhs. An increase of 93.13%, from Rs 2083.56 lakhs in previous FY24. This significant increase was due to full year impact of Advertisement income from the Delhi Side of the DND Fly way which was only approved in Q4 FY24. The Company generates its income primarily from advertisement, which is spread on both Delhi and Noida side of DND Flyway. For the year under consideration, the EBIDTA, has significantly improved over previous year (FY 2024-25 Rs. 1559.60 lakhs, FY 2023-24 Rs. 674.34 lakhs) for reasons explained above. The loss for the year under review is pegged at 24429.29 lakhs against Rs. 3180.33 lakhs reported in the Previous Year. The increase in loss on count of exceptional item namely Impairment of intangible asset.

In view of the judgment of Honble Supreme Court, vide its Order dated December 19, 2024, the Company, as a prudential accounting and reporting measure, has impaired the intangible asset with carrying value of Rs. 23249.70 lakhs, which it had created by virtue of the rights conferred on the Company under the Concession Agreement, to collect user fee from the users of the NOIDA bridge.

The Consolidated Gross Revenue from operations for FY 25 was Rs. 4024.02 lakhs, an increase of 93.13%, from Rs 2083.56 lakhs in previous year FY24 for reasons explained above. The Consolidated loss of the Company was pegged at Rs. 24418.58 lakhs (Previous Year: Rs. 3166.02 lakhs) for reasons cited above.

Financial and Operational Performance

Post stoppage of charging user fee, the Company has focussed on taking steps to maximize non toll revenues. It may be apt to note the contribution of new Board in taking steps to augment the revenue base of Company significantly through award of

Advertisement Contract to a new licensee. Company has also made significant progress in terms of cost reduction, leaner and far more efficient organization. Further, the Company continues to maintain the Project Assets as permitted by the limited resources available at its disposal.

The Financial and Operational Performance of the Company for year under review and the previous year is given below:

(Rs. in lakhs)

Particulars	March 31, 2023	March 31, 2023
User Fee Income	N.A.	N.A.
Advertisement Income*	4024.02	2083.56
Profit / (Loss) before tax	(24429.29)	(3180.33)
Profit / (Loss) after tax	(24429.29)	(3180.33)
Average Toll realisation per vehicle (Rs)	N.A.	N.A.

Company, is responsible for upkeep of the DND Flyway as per the Concession Agreement. Pursuant to the Honble Hight Court order dated October 26, 2016, Company was stopped from charging user fee. Despite of significant reduction in its income, the Company in wider public interest and to cater to the safety and security of commuters, has awarded work for repair and maintenance of the DND Flyway in the month of August, 2023. The work among others includes change of street furniture and micro surfacing. This will enhance the ridership experience of the commuters.

Key Financial Ratios

As per provisions of SEBI Listing Regulations, 2015, the significant financial rations (calculated on standalone basis) are given below:

Particulars	FY 24.25	FY 23-24	Explanation of Y-o-Y variance higher than 25%
Current Ratio	0511	0471	-
Debt Equity Ratio#	(1076)	0326	The variation in the ratio is primarily due to negative total equity as a result of the provision for impairment of intangible assets.
Debt Service Coverage Ratio*	N.A	N.A	-
Return on Equity Ratio	(2969)	(0144)	The ratio has worsened due to more loss in the current year on account of provision for impairment of intangible assets.
Inventory Turnover Ratio**	N.A	N.A	-
Trade Receivable Turnover Ratio	25964	13989	The ratio has improved on account of increase in revenue from operations during the year.
Trade Payable Turnover Ratio	17845	11047	The increase in ratio is on account of increase in operating expenses during the year.
Net Capital Turnover Ratio	(1923)	0093	The ratio has worsened on account of a negative total equity on account of provision for impairment of intangible assets.
Net Profit Ratio	(6071)	(1526)	The ratio has worsened on account of a higher loss in current year on account of provision for impairment of intangible assets.
Return on Capital employed	11676	(0142)	The ratio has worsened on account of a higher loss in current year on account of provision for impairment of intangible assets.
Return on investment	6127	(0156)	The ratio has worsened on account of a higher loss in current year on account of provision for impairment of intangible assets.

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

* The Company has not made payment of monthly interest & quarterly repayment on account of Secured Term Loan ("Facility") and based on the ICICI Bank Limited recall notice dated September 27, 2018, the outstanding balance due has been grouped by the Company as Current Borrowings. Accordingly, there is no long-term debts in the company and pursuant to the Order of Honble NCLAT dated October 15, 2018 & March 12, 2020, the Company has not accrued any interest on its loan. Hence, Debt equity and Debt Service Coverage ratio are not applicable to Company.

** The inventory pertains to the toll revenue & since the collection of the same has been suspended vis a vis 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, inventory turnover ratio is not applicable to Company.

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS

Human Resources are considered as one of the most critical resources in the business, which need to be continuously nurtured to maximize the effectiveness of the Organisation. The Company understands it is the people who drive the success of a company by bringing in skills, creativity, and dedication to their work. Human resource management ensures that the right individuals are hired, trained, and motivated to perform at their best. It also helps maintain a positive work environment, promotes teamwork, and supports the personal and professional growth of employees.

Total manpower of the Company includes professionals like engineers, chartered accountants, managers and other skilled and unskilled employees and workers. These Teams of professionals are put in place both at Corporate Office and in all the project locations.

Various initiatives have been taken up for developing employees at all levels by managing recruitment, training, performance, and employee welfare so as to make them future ready for higher roles and responsibility. Necessary training was imparted to the staff for operations and maintenance of power stations by specialist from related fields including the equipment suppliers from time to time.

Cautionary Statement

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

By order of the Board

For Noida Toll Bridge Company Limited

Nand Kishore

Chairman

DIN: 08267502

Date: August 5, 2025