Noida Toll Bridge Company Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Thirtieth Annual Report on the business and operations of the Company ("Noida Toll Bridge Company Limited" or "NTBCL") together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2026 ("year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

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. Subsequently, 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 (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 limited company with equity shares listed on the National Stock Exchange and the Bombay Stock Exchange in India.

2. FINANCIAL SUMMARY AND STATE OF COMPANY AFFAIRS

The Audited Standalone and Consolidated Financial Statements of the Company as on March 31, 2026, which form a part of this Integrated Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 ("Act"), relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing

Regulations"). The summarised financial highlights are depicted below:

(Rs. in Lakhs)

	Standalone		Consolidated
Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from Operations	4287.02	3963.24	4287.02	3963.24
Other Income	1586.42	296.92	1596.70	297.87
Total Income	5873.44	4260.16	5883.72	4261.11
Total Expense	3086.10	2700.56	3082.44	2693.84
Earning before Interest and Depreciation (EBIDTA)	2787.34	1559.60	2801.28	1567.27
Depreciation & Amortization	73.10	2738.94	73.89	2739.45
Finance Cost	0.14	0.25	0.17	0.30
Total Expenses including Depreciation and Finance Costs	3159.34	5439.75	3156.50	5433.59
Exceptional Item	-	(23249.70)	-	(23249.70)
Profit/(Loss) before Tax	2714.10	(24429.29)	2727.22	(24422.18)
Tax expense/(Income)	-	-	3.42	(3.60)
Profit/(Loss) after Tax	2714.10	(24429.29)	2723.80	(24418.58)

The Standalone Gross Revenue from operations for FY 2025-26 was Rs. 4287.02 lakhs (Previous Year: Rs. 3963.24 lakhs), registering an increase of 8.16% and the Standalone total income for FY 2025-26 was Rs. 5873.44 lakhs (Previous

Year: Rs. 4260.16 lakhs), registering significantincrease of

37.87%. This increase is attributable to one-time exceptional income received during the reporting year. For the year under consideration, the profit after tax (PAT) stood at

Rs. 2714.10 lakhs over a loss of Rs. 24429.29 lakhs posted during the FY2024-25.Thesignificantloss during previous year was on account of recording of exceptional item on account of provision for impairment of asset.

The Consolidated Gross Revenue from operations for FY 2025-26 was Rs. 4287.02 lakhs (Previous Year: Rs. 3963.24 lakhs), registering an increase of 8.16% and the Consolidated total income for FY 2025-26 was Rs. 5883.72 lakhs (Previous

Year: Rs. 4261.11 lakhs), registering significantincrease of

38.07%. This increase is attributable to one-time exceptional income received during the reporting year. For the year under consideration, the profit after tax (PAT) stood at

Rs. 2723.80 lakhs over a loss of Rs. 24418.58 lakhs posted during the FY2024-25.Thesignificantloss during previous year was on account of recording of exceptional item on account of provision for impairment of asset.

The DND Flyway is a crucial artery connecting Delhi and Noida. After its inauguration, the travel time between two cities has reduced significantly thereby facilitating smooth and efficient movement for commuters. This expressway not only supports daily commuters but also plays a pivotal role in the economic activities between Delhi and the burgeoning business hubs in Noida. Hence, maintaining the flyway is essential for both the convenience of the public and the economic well-being of the region.

Subsequent to major road repair work done in the FY

2023-24, the Company has once again taken a significant step towards improving the balance portion of DND Flyway during the year under review by allocating approximately Rs. 7.00 Crore for its immediate repairs and upgrades. This decision is a significant step towards enhancing the infrastructure and ensuring safety for the lakhs of commuters who use this vital roadway daily. The planned repairs, among others, include micro-surfacing, strengthening of embankment, repair of various loops, changes to signage and upgrading associated infrastructure and other systems. This comprehensive approach, while underscoring the importance of infrastructure in urban development reflects NTBCLs commitment to maintaining the road in the public interest. This will help augment the road condition thereby ensuring a smoother flow of traffic and an enhanced life of the flyway.

The investment in these immediate repairs will have several direct benefits for the public including but not limited to enhance safety and smoother traffic flow, Additionally, better road maintenance will lower the wear and tear on vehicles, saving commuters on repair and maintenance costs.

From an economic perspective, well-maintained infrastructure attracts businesses and can boost local economies. By ensuring the DND Flyway remains in excellent condition, NTBCL is playing its role in enhancing the commercial activities between Delhi and Noida, facilitating the efficient movement of goods and services.

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.

Subsequent to this an appeal has been filed before Honble

Supreme Court of India seeking an Interim Stay on the said Judgment. The said appeal has been dismissed vide the 20th December, 2024 Order of Honble Supreme Court. Despite of the setback, the Company continues to maintain the Project Assets to the best of its abilities subject to the financial constraints imposed by its limited revenue.

Pursuant to the suspension of user fee the primary source of income is the income generated through lease of advertising space. Company as a prudent business practice outsources its advertisement inventory on a turnkey basis. Company on a continuous basis keeps on looking for ways and means to augment its revenue base.

Pursuant to the proceedings filed by the Union of India under Sections 241 and 242 of the Companies Act, 2013, the NationalCompanyLawTribunal,MumbaiBench("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, New Delhi (the "NCLAT") has passed an Order of moratorium on October 15, 2018 in respect of actions (as set out therein) that cannot be taken against IL&FS and its Group Companies including NTBCL, which includes, amongst others, institution or continuation of suits or any other proceedings by any party or person or bank or company, etc. against IL&FS and its Group Companies in any Court of Law/Tribunal/Arbitration Panel or Arbitration Authority and any action by any party or person or bank or company, etc. to foreclose, recover or enforce any security interest created the assets of IL&FS and its Group Companies. Moreover, NCLT, Mumbai Bench vide its Order dated April 26, 2019 has also granted exemption to IL&FS and its Group Companies 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").

3. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2026 was Rs. 186,19,50,020/- divided into 18,61,95,002 Equity Shares of Rs. 10/- each. There was no change in the paid-up Equity Share Capital during the year under review. The Company does not have any outstanding paid-up preference share capital as on the date of this report. During the year under review, the Company has neither issued shares or convertible securities or shares with differential voting rights nor granted any stock options or sweat equity or warrants. As on March 31, 2026, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

There is no instance where the Company failed to implement any corporate action within the specified time limit.

4. DIVIDEND

Due to accumulated losses of the Company from the previous years, your Directors express their inability to recommend any dividend on equity shares for the financial year ended March 31, 2026. Further, your Company has defaulted in servicing its debt obligations including payment of monthly interest for the period from May, 2018 till October 15, 2018 ("Cut-off date"). A Resolution Process is being implemented for IL&FS and its Group Companies including NTBCL in proceedings pending before the Honble National Company Law Tribunal, Mumbai Bench and the Honble National Company Law Appellate Tribunal under Sections 241-242 of the Companies Act,

2013, the new Board is in the process of finalising a comprehensive approach to manage the current situation.

5. RESERVES

No amount is transferred to Reserves for the financial year

2025-26.

6. DEBT REPAYMENT

In terms of an affidavit filed by the Ministry of

Affairs with the Honble National Company Law Appellate Tribunal (NCLAT) on May 21, 2019, the cut-off date of October 15, 2018 ("Cut-off date") was proposed. The Honble NCLAT, vide its Order dated March 12, 2020, has approved the revised Resolution Framework submitted by the New Board, along with its amendments. In the said Order, the Honble NCLAT has also approved October 15, 2018, as the Cut Off date for initiation of resolution process for IL&FS and its group companies, including the Company. Accordingly, the Company has not accrued any interest on all its loans and borrowings with effect from October 15, 2018 ("Cut-off date"). With regard to the Secured Term Loan ("Facility") from ICICI Bank Limited, pursuant to the announcement of October 15, 2018 as the Cut Off Date, the Company has not accrued interest for the period from October 16, 2018 to March 31, 2026, (the cut-off date for moratorium is w.e.f. October, 15, 2018). In accordance with the Revised Distribution Framework Company has made an interim distribution of Rs. 23.80

Crores to its Secured Financial Creditors in the financial year 2024-25. Pursuant to that the total outstanding amount upto March 31, 2026, is Rs. 23.60 crores, i.e. Rs. 21.20 crores on account of principal and Rs. 2.40 crores on account of interest accrued upto October 15, 2018 ("Cut-off date").

The total unsecured short-term loan from IL&FS Transportation Networks Limited – Holding Company, as on March 31, 2026, stood at Rs. 19.30 crores, including interest of Rs. 1.50 crores (interest accrued till Cut Off Date of October 15, 2018. The Company has not accrued interest post October 15, 2018 (Cut-Off date").

7. OPERATIONS

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. The Order of Honble Allahabad High Court has been challenged before Honble Supreme Court, who have refused to interfere with the order of Honble Allahabad High Court.

Taking cognizance of financial crisis in IL&FS, Union of India has filed petition against IL&FS limited u/s 241 and 242 of the Companies Act, 2013 on October 01, 2018 to suspend existing Board of Directors and appoint its nominees as directors of IL&FS Limited to manage the affairs of the IL&FS Limited and its Group Companies. NCLT vide its Order dated October 31, 2018 has directed the Union of India to implead all Group Companies as party respondent in the matter. Accordingly, the Company, being Group Entity of the IL&FS has become party to the matter.

Pursuant to NCLAT Order dated February 04, 2019, IL&FS has segregated the Group Entities into Green/Amber/Red

Category. The Company has been classified as Red Entity

(i.e. entity which cant meet their payment obligations even towards senior secured financial creditors) based on 12 months cash flow.

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 Municipal Corporation of Delhi and Licence fee for use of space near DND for mobile towers and also from space sharing.

8. FINANCIAL STATEMENT

Your Company follows Indian Accounting Standards (Ind AS) issued by the Ministry of Corporate Affairs in the preparation of its Financial Statements. Your Company has consistently applied applicable accounting policies during the year under review. Management evaluates all recently issued or revised accounting standards on an ongoing basis. The Company discloses Consolidated and Standalone Financial Results on a quarterly basis which are subjected to limited review and publishes Consolidated and Standalone Audited Financial Results on an annual basis. There were no revisions made to the Financial Statements during the year under review. The Consolidated Financial Statements of the Company are prepared in accordance with the applicable Indian Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Integrated Annual Report. Pursuant to Section 129(3) of the Companies Act ("Act") read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of Subsidiaries/Associate Companies/Joint Ventures is given in Form AOC-1 and forms an integral part of this Report as Annexure-I.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions were done on an arms length basis and in the ordinary course of business. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction. The Board of Directors of the Company has reviewed the Policy on Related Party Transactions on August 5, 2025 as amended pursuant to the SEBI Notification No. SEBI/

LAD-NRO/GN/2024/218 dated 12th December 2024 vide SEBI (LODR) (3rd Amendment) Regulations, 2024. The amended policy on Related Party Transactions, as approved by the Board, may be accessed on the Companys website at the link: https://ntbcl.com/UploadDocuments/related-party-transaction-policy.pdf The details of Related Party Transactions, as required under Indian Accounting Standard-24 (Ind AS-24), are provided in the accompanying Financial Statements forming part of this Annual Report. Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure - II to this Report.

Related Party Transactions entered during the financial year 2025-26 were in compliance with the Act and the Listing Regulations, details whereof are disclosed in the ‘Notes to the Financial Statements forming a part of this Integrated Annual Report.

Pursuant to Regulation 23(9) of the Listing Regulations, the

Company has filed the necessary reports on Related Party

Transactions with the Stock Exchanges within the statutory timelines.

10. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The provisions of Section 186 of the 2013, with respect to a loan, guarantee or security are not applicable to the Company for being engaged in providing infrastructural facilities as specified in Schedule appended to the Act. However, particulars of loans given, guarantees given and securities provided and investments made under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

11. PERFORMANCE OF SUBSIDIARY COMPANY

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies Accounts Rules, 2014, a statement containing salient features of Financial Statements of Subsidiary Company in Form AOC-1 is attached as Annexure-I and forms part of this Report.

The separate audited financial statements in respect of the said Subsidiary Company is also part of this Integrated Annual Report and are available for inspection during business hours at the Registered Office of the Company.

The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same. The separate audited Financial Statements in respect of the Subsidiary are also available on the website of the Company at www.ntbcl.com.

12. SUBSIDIARY ENTITY

ITM SL Toll Management Services Limited

13. DIRECTORS

In accordance with the provisions of Section 152 of and the Companys Articles of Association, Ms. Jayashree Ramaswamy, Director of the Company retires by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible offers herself for re-appointment. The Board recommends the proposal of her re-appointment for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the AGM. A brief profile of Ms.

Jayashree Ramaswamy has also been provided therein. On recommendation of the Nomination and Remuneration Committee, the Board of Directors have appointed Mr.

Sharad Goel, Chief Communication Officer of IL&FS, as

Additional Director representing IL&FS Transportation Networks Limited ("ITNL") on the Board of Directors of the Company in accordance with Section 161 of the Act, with effect from March 25, 2025, and re-appointed as Nominee Director by the Shareholders of the Company through Postal Ballot with effect from May 10, 2025.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their Meeting held on August 3, 2026 have appointed Mr. Balvinder Singh as non-executive Independent Director on the Board of Directors of the Company in accordance with Section 149, 150 and 152 of the Act, with effect from August 3, 2026 subject to the approval of Members of the Company. The Board recommends his appointment for the consideration of the Members of the Company at the forthcoming AGM and the same has been mentioned in the Notice convening the

AGM. A brief profile of Mr. Balvinder Singh has also been provided therein.

Act, None of the Directors of the Company are disqualifiedfrom being appointed as Directors as specified under Section 164 of the Act.

None of the Directors of the Company are inter-se related to each other.

Pursuant to the provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"), the composition of Board of Directors of the listed entity shall have an optimum combination of Executive and Non-executive Directors with at least one Woman Director. Presently, the constitution of Board of Directors of the Company was not in conformity with the provisions of the Companies Act and Listing Regulations. However, National Company Law Tribunal (NCLT), Mumbai Bench vide its Order dated April 26, 2019 has granted exemption to IL&FS and its Group Companies including NTBCL, regarding appointment of Independent Directors and Women Directors. With this Order, provisions of the Act and Listing Regulations are deemed to be complied with in respect of appointment of Independent Directors till the moratorium continues.

During the year under review, there is no Independent Director on the Board, the declarations required under Section 149(6) of the Act, and Regulation 16(b) of the Listing Regulations are not applicable. During the year under review, the Non-executive Directors of the Company had no pecuniary relationship or transactions with the the Act Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

14. KEY MANAGERIAL PERSONNEL

In terms of the provisions of Section 203 of the Companies Act, 2013, Mr. Dheeraj Kumar, CEO & Executive Director,

Mr. Amit Agrawal, Chief Financial Officer and Mr. Gagan Singhal, Company Secretary & Compliance Officer are the

Key Managerial Personnels of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirms that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the year ended March 31, 2026 and of the profit of the Company for the year ended on that date;

(iii) the Directors have taken proper and for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the Directors have prepared the annual accounts for the year under review, on a going concern basis;

(v) the Directors had laid down internal financial to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings

The Board/Committee meetings are pre-scheduled and a tentative date of the meetings is circulated to the Directors well in advance to help them plan their schedules and ensure meaningful participation. Only in the case of special and urgent business, should the need arise, approval of the Board/Committee is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent Board/ Committee meeting. In certain special circumstances, the meetings of the Board are called at shorter notice to deliberate on business items which require urgent attention of the Board. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings.

During the year under review, the Board of Directors of the Company met 4 (four) times i.e. May 21, 2025, August

5, 2025, November 11, 2025, and January 30, 2026. The attendance, along with such other details as required, of each of the Directors is mentioned in the Corporate Governance Report section of this Integrated Annual Report. The details of the number of Meetings of the Board held during the Financial Year 2025-26 and the attendance of Directors forms part of the Report on Corporate Governance.

During the year under review, the Board accepted all recommendations made to it by its various Committees. Committee Meetings

The Board of Directors has the following Committees as on March 31, 2026:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. TCWG Committee

The details of the Committees of the Board along with their composition, number of Meetings and attendance of Members at the Meetings are provided in the Corporate careGovernance Report forming part of this Annual Report.

17. BOARD EVALUATION

The purpose and intent of Board evaluation is in essence linked to extension or continuation of the term of appointment of the Directors appointed by the Members of the Company, based on the process of evaluation carried out by the Independent Directors and the Board. controls You are aware that on October 1, 2018, Union of India ("UOI") (acting through the Ministry of Corporate Affairs) had filed a petition with Honble NCLT seeking immediate suspension of the Board of Directors of IL&FS and appointment of a new Board of Directors, amongst others, on the grounds of mismanagement and compromise in corporate governance norms and risk management by the erstwhile Board of the Company and that the affairs of the Company being conducted in a manner prejudicial to the public interest. Pursuant to the above developments, the New Board of IL&FS also initiated reconstitution of the Board of Directors of the Group Companies including NTBCL. The requirement of appointing Independent Directors has been dispensed by NCLT Order dated April 26, 2019 for IL&FS and the Group Companies including NTBCL. In the absence of Independent Directors, the process of Board evaluation would anyway be redundant due to non-applicability of relevant provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015. In view thereof, the Board has not followed the process of performance evaluation of the Board, Committees and the Directors during the FY 2025-26. However, an application has been made to MCA with a view to seek appropriate dispensation from the NCLT seeking exemption from the applicability of the provisions of Section 178(2) and Schedule IV (VII & VIII) of the Companies Act, 2013 and the SEBI (LODR) Regulation, 2015.

18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in a separate section which forms part of this Integrated Annual Report.

19. CORPORATE GOVERNANCE

A report on Corporate Governance as stipulated by Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the practicing Company Secretaries requiredcertificate confirming compliance with the provisions of Corporate

Governance forms part of this Integrated Annual Report.

20. ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act, 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and can be accessed at https://ntbcl.com/Investor-Internal-Details.aspx?id=17.

21. 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, 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. With 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 Companyhasfiledan 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 the written submissions. Pursuant to the same,ITATpassedtheorderdatedAugust21,2024,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 Officer on

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 Honble 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.

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 NTBCLs SLP vide judgment dated20.12.2024.NTBCLfileda 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 production 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 the evidence affidavits 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, the Claimants have not filed interrogatories or the response to NTBCLs interrogatories, and several hearings have gotten deferred on account of the same. The matter is next listed on 18.08.2026. 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").

22. AUDITORS AND REPORT OF THE AUDITORS

(a) Statutory Auditors

As recommended by the Audit Committee and the Board of Directors of the Company, and in accordance with Section 139 of the Companies Act, 2013, and the rules made thereunder, Messrs N. M. Raiji & Co., Chartered Accountants (ICAI FRN 108296W), were re-appointed as the Statutory Auditors of the

Company for a second term of five consecutive years at the Annual General Meeting ("AGM") of the Members of the Company held on September 30, 2022 to hold office from the conclusion of the 26^th AGM of the Company till the conclusion of the 31^st AGM to be held in the year 2027at such remuneration as may be fixed by the Board of Directors of the Company from time to time. The Statutory Auditor has issued Audit Report with unmodified opinion on the Standalone and

Consolidated Financial Statements of the Company for FY 2025-26. The Statutory Auditors Report forms part of this Integrated Annual Report. The Statutory

Auditors report does not contain any qualification, reservation or adverse remark for the year under review. However, the Auditors contains a matter of emphasis as detailed in the Independent Auditors Report which is forms part of this Integrated Annual Report. There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder. The Statutory Auditors were present in the last AGM.

(b) Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 framed there under, the Company is not required to appoint the Cost Auditors for FY 2025-26.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s Kumar Wadhwa & Co., (C. P. No. 7027) Company Secretaries, to undertake the Secretarial Audit of the Company and its Subsidiary for the FY 2025-26. The Secretarial Audit Report is annexed as Annexure-IV and forms part of this Integrated

Annual Report. The Secretarial Auditor confirms that the Company has complied with the provisions of the applicable laws and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013 in their Secretarial Audit Report for the year under review.

The Secretarial Audit Report of Subsidiary of the Company is annexed as Annexure V.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report of the Company is uploaded on the website of the Company at https://ntbcl.com/Investor-Internal-Details. aspx?id=54. The Secretarial Audit Report and Secretarial Compliance Report for FY 2025-26, do not contain any qualification, reservation, or adverse remark.

M/s Kumar Wadhwa & Co. observed the followings in the Secretarial Audit Report for the FY 2025-26: The Company has not complied with the regulation 17, 18, 19, 20 and 25 of SEBI (Listing Obligation and Disclosure Requirements) 2015, along with section 149, 177 and 178 of the Companies Act, 2013, in respect of composition of Board of Directors, Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee due to non-appointment of Independent Directors during the year.

The constitution of Board of Directors of the Company was not in conformity with the provisions of the Companies Act and Listing Regulations. However, NCLT, Mumbai Bench vide its Order dated April 26, 2019 has granted exemption to IL&FS and its Group Companies including NTBCL, regarding appointment of Independent Directors and Women Directors. With this order, provisions of the Act and Listing Regulations are deemed to be complied with till the end of the moratorium period i.e. next date of further order in this regard.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an effective internal control which is constantly assessed and areas of improvement are identified and gaps filled. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal audit for the year under review was entrusted to M/s Thakur Vaidyanath Aiyer & Co., Chartered Accountants. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for insufficiency or inadequacy of such controls.

The Audit Committee of the Board of Directors has reviewed the adequacy and effectiveness of the internal control systems in past and the process to revamp the same so as to make it commensurate with existing Business operation is an ongoing exercise.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the Internal Audit findings and corrective actions taken.

Audit plays a key role in providing assurance to the Board audit observations and corrective ofDirectors.Significant actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Audit Committee.

24. NOMINATIONAND REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors have framed a Nomination, Remuneration and Board Diversity policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-Executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees.

The Nomination, Remuneration and Board Diversity Policy is available on the Companys website viz. https:// ntbcl.com/UploadDocuments/cg5.pdf.

The Policy also provides the criteria for determining attributes and Independence of qualifications,

Director and criteria for appointment and removal of Directors, Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors.

The Policy sets out a framework that assures fair and optimum remuneration to the Directors, Key Managerial Personnel, Senior Management Personnel and other employees such that the Companys business strategies, values, key priorities and goals are in harmony with their aspirations. The Policy lays emphasis on the importance of diversity within the Board, encourages diversity of thought experience, background, knowledge, ethnicity, perspective, age and gender are considered at the time of appointment. The Nomination, Remuneration and Board Diversity policy is directed towards rewarding performance, based on achievement of goals. It is aimed at attracting and retaining high calibre talent.

25. WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Board has, pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, formulated Whistle Blower Policy and Vigil Mechanism for Directors and Employees under which protected disclosures can be made by a whistle blower and provide for adequate safeguards against victimization of Director(s) or employees(s) or any other person who avail the mechanism. The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, integrity and ethical behavior. During the year under review, no reference has been received under the Whistle Blower Policy and Vigil Mechanism for Directors and Employees.

TheWhistleBlowerPolicymaybeaccessedontheCompanyswebsiteat https://ntbcl.com/UploadDocuments/cg2.pdf.

26. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

27. COMMISSION TO MANAGING DIRECTOR OR WHOLE TIME DIRECTORS OF THE COMPANY FROM ANY OF ITS SUBSIDIARIES

Neither the Managing Director nor any of the Whole time Directors of the Company receive any salary or commission from any of its subsidiaries except sitting fee.

28. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors of the Company has disclosed any instance of fraud committed in the Company by its officers or employees required to be disclosed in terms of Section 143(12) of the Companies Act, 2013.

29. DETAIL OF APPLICATIONS / PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, pursuant to Section 134(3) (q) of the Companies Act, 2013 read with Rule 8(5) (xi) of Companies (Accounts) Rules, 2014, there were no applications / proceedings under insolvency and bankruptcy code, 2016 that has been initiated against the Company.

30. CORPORATE SOCIAL RESPONSIBILITY

In accordance with the provisions of the Companies Act 2013 read with Rules made thereunder, the Company was not required to make any CSR contribution for the Financial Year 2025-26.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 is not applicable to the Company in current circumstances.

31. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaints Committee has been set up in compliance with the POSH Act.

Details of complaints received during the year under review under POSH Act are as under:

a. Number of complaints pending as on beginning of the financial year (April 1, 2025):NIL

b. Number of complaints filed during the financial year:NIL

c. Number of complaints disposed of during the financial year:NIL

d. Number of complaints pending as on end of the financial year (March 31, 2026):NIL.

e. Number of complaints pending for more than ninety days: NA

32. COMPLIANCE WITH PROVISIONS RELATING TO MATERNITY BENEFITS

During the year under review, the Company is in compliance with applicable provisions of the Maternity

BenefitsAct, 1961 / the code on social security, 2020 and no matters relating to noncompliance were reported during the year.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company considers its employees the most valuable resource and ensures the strategic alignment of HR practices to business priorities and objectives. The Company strongly believes in fostering a culture of trust and mutual respect amongst its employees and seeks to ensure that values and ethos are understood by everyone and are the reference point in all people matters.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability required by Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review as the the Company does not fall within top One Thousands (1000) listed entities based on market capitalization as on 31st March, 2026.

35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

A detailed disclosure with regard to the IEPF-related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.

36. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the Company does not own any manufacturing facility, there is nothing to report under the Energy Conservation and Technology Absorption particulars pursuant to Section 134(3)(m) of the Act, read with the Rules 8(3) of the Companies (Accounts) Rules, 2014.

The Company has neither earned nor spent any foreign exchange during the year under review.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-VI and forms part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every person employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forms an integral part of this annual report. The same is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act. Members who are interested in obtaining these particulars may write to the Company

Secretary at the Registered Office of the Company or send an email at ntbcl@ntbcl.com. The aforesaid Annexure is also available for inspection by Members at the Registered

Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the Equity Shares of the Company.

38. FIXED DEPOSITS

The Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended, during the year under review.

39. COMPLIANCE WITH SECRETARIAL STANDARDS

Report as During the year under review, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

40. RISK MANAGEMENT

The Provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for constitution of Risk Management Committee is applicable on top thousand (1000) listed entities on the basis of market capitalization. Since the Company does not fall within top 1000 listed entities, accordingly, the Company has not constituted the Risk Management Committee and the provisions of SEBI (LODR) Regulations, 2015 are not applicable to the Company for the year under review.

41. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except for the matter reported elsewhere in the report, there was no material change and commitment which materially affect the financial position of the Company, occurred between the financial year ended on March 31,

2026 and the date of this report.

42. EMPLOYEE STOCK OPTION PLANS

The Company has two employees stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

43. CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, 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 difference to the Companys operations include changes in Government regulations, Tax regimes, economic developments within India and other ancillary factors.

44. ACKNOWLEDGEMENT

Your Directors wish to place on record deep sense of appreciation to the employees for their contribution and services. Companys consistent growth has been possible by their hard work, solidarity, co-operation and dedication during the year. Your Directors thank the Government of India, the State Governments, various statutory and regulatory authorities for their co-operation and support to facilitate ease in doing business. Your Directors also wish to thank its customers, business associates, distributors, channel partners, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of

Noida Toll Bridge Company Limited

Nand Kishore

Chairman

DIN : 08267502

Date: August 3, 2026