Noida Toll Bridge Company Ltd Directors Report

Dear Members,

Your Directors are pleased to present the Twenty-Ninth 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, 2025 ("year under review").

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.

FINANCIAL HIGHLIGHTS

The Audited Standalone and Consolidated Financial Statements of the Company as on March 31, 2025, 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:

Particulars	Standalone		Consolidated
	:March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	4024.02	2083.56	4024.02	2083.56
Other Income	236.14	312.43	237.09	312.99
Total Income	4260.16	2395.99	4261.11	2396.55
Total Expense	2700.56	1721.65	2693.84	1707.65
Earning before Interest and Depreciation (EBIDTA)	1559.60	674.34	1567.27	688.90
Depreciation & Amortization	2738.94	3853.89	2739.45	3854.00
Finance Cost	0.25	0.78	0.30	0.79
Total Expenses including Depreciation and Finance Costs	5439.75	5576.32	5433.59	5562.44
Exceptional Item	(23249.70)	-	(23249.70)	-
Profit/(Loss) Before Tax	(24429.29)	(3180.33)	(24422.18)	(3165.89)
Tax Expense/(Income)	-	-	(3.60)	0.13
Profit/(Loss) After Tax	(24429.29)	(3180.33)	(24418.58)	(3166.02)

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.

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 2023, the Company has once again taken a significant step towards improving the balance portion of DND Flyway (not repaired in 2023) by allocating approximately Rs. 5.00 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 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 20^th December order of Hon 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 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, 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"). During the year under review, the Company has effected interim distribution to one of its Secured Creditors under the above mentioned framework.

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, 2025. 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.

TRANSFER TO RESERVES

During the year under review, the Company has incurred a net loss of Rs. 24,418.58 lakhs. As a result, the Company has not transferred any amount to the General Reserves for the Financial Year ended March 31, 2025.

DEBT REPAYMENT

In terms of an affidavit filed by the Ministry of Corporate 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, 2025, (the cutoff 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. Accordingly, the total outstanding amount upto March 31, 2025, 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") (Previous Year outstanding is Rs. 47.40 crores, i.e Rs. 45.00 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 as on March 31, 2025, stood at Rs. 19.30 crores, including interest of Rs. 1.50 crores (interest accrued till Cut Off Date of October 15, 2018, Previous Year outstanding is Rs. 19.30 crores, including Rs 1.50 crores on account of interest accrued upto October 15, 2018, "Cut-off date). The Company has not accrued interest post October 15, 2018. provided the said interest upto October 15, 2018 (Cut-Off date").

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.

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.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2025 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 share equity share capital during the year under review.

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, 2025, 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.

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.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY(IES)

A significant quantum of related party transactions undertaken by the Company are with its Subsidiary Company engaged in providing Operation and Maintenance Facility at DND Flyway.

All transactions entered with Related Parties during the year under review were on an arms length basis and in the ordinary course of business. The Company has entered into one Material Related Party Transaction during the year under review for which required Resolution has been placed for approval of the shareholders at their Annual General Meeting. Accordingly, the provisions of Section 188 of the Act are attracted and disclosure in form AOC-2 in terms of Section 134 (3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is part of this Report as Annexure- II. Further, there were no Material Related Party Transaction during the year under review with the Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are mentioned in the notes to Financial Statements forming part of the Annual Report.

The Company has a Related Party Transaction framework. The policy on Related Party Transactions has been uploaded in the Investor section of the Companys website at www.ntbcl.com. All Related Party Transactions, regardless of their size, are placed before the Audit Committee and in case a transaction needs approval, as per the Policy, it is recommended to the Board by the Audit Committee. Omnibus approval was obtained on an Annual Basis from the Audit Committee for transactions which are repetitive in nature. A statement on all Related Party Transactions is placed before the Audit Committee and Board for review on a quarterly basis. None of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

The provisions of Section 186 of the Companies Act, 2013, with respect to a loan, guarantee or security is not applicable to the Company for being engaged in providing infrastructural facilities as specified in Schedule VI 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.

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.

SUBSIDIARY ENTITY

ITMSL Toll Management Services Limited

MATERIAL SUBSIDIARY

ITNL Toll Management Services Limited is a material Subsidiary of the Company as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations") for FY 2024-25.

The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website and can be accessed at www.ntbcl.com.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Companys Articles of Association, Mr. Kazim Raza Khan, Director of the Company retires by rotation at the forthcoming Annual General Meeting ("AGM") and, being eligible offers himself for re-appointment. The Board recommends the proposal of his 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 Mr. Kazim Raza Khan has also been provided therein.

During the year under review, Mr. Manish Kumar Agarwal, Nominee Director of the Company, had resigned from the office of Directorship of the Company with effect from December 25, 2024 due to his superannuation. Your Directors placed on record their sincere appreciation of the contribution made by him to the growth of the Company.

Due to resignation of Director, Mr. Manish Kumar Aggarwal, the Board of Directors on recommendation of the Nomination and Remuneration Committee, 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.

None of the Directors of the Company are disqualified from 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 combinations 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 end of the moratorium period i.e. next date of further order in this regard.

Since, 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 Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending Meetings of the Company.

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 and Compliance Officer are the Key Managerial Personnels of the Company.

Mr. Dheeraj Kumar (DIN 07046151) continued to be Whole Time Director as he was re-appointed and designated as CEO & Executive Director on the Board of the Company for three years w.e.f. December 5, 2024.

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 in respect of the Audited Annual Accounts for the year ended March 31, 2025 that:

(i) in the preparation of the Annual Accounts, 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, 2025 and of the loss of the Company for the year ended on that date;

(iii) the Directors have taken proper and sufficient care 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 controls 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.

MEETINGS OF THE BOARD AND ITS COMMITTEES Board Meetings

During the year under review, the Board of Directors of the Company met 7 (seven) times i.e. May 24, 2024, August 9, 2024, August 23, 2024, September 25, 2024, November 8, 2024, December 27, 2024 and February 7, 2025. 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 Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings.

The details of the number of Meetings of the Board held during the Financial Year 2024-25 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, 2025:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship 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 Governance Report forming part of this Annual Report.

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.

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 2024-25. 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.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been provided in a separate section which forms part of this Integrated Annual Report.

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 required certificate from practicing Company Secretaries confirming compliance with the provisions of Corporate Governance forms part of this Integrated Annual Report

Further, the declaration signed by the Director affirming the compliance with Code of Conduct for Board of Directors and Senior Management Personnel is also enclosed to the Report on Corporate Governance.

EXTRACT OF 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 www.ntbcl. com.

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.

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 2024-25. The Statutory Auditors Report forms part of the 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 2024-25.

(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 Board of Directors of 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 Material Subsidiary for the FY 2024-25. The Secretarial Audit Report is annexed as Annexure-V 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 Material Subsidiary of the Company is annexed as Annexure VA.

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://www.ntbcl.com. The Secretarial Audit Report and Secretarial Compliance Report for FY 2024-25, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on February 7, 2025 has appointed M/s Kumar Wadhwa & Co., Company Secretaries, (ICSI unique code - P2014DE036600) as the Secretarial Auditor for FY 2024-25.

M/s Kumar Wadhwa & Co. observed the followings in the Secretarial Audit Report for the FY 2024-25:

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.

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 actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

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 of Directors. Significant audit observations and corrective 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 Chairman of the Audit Committee.

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.

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.

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 was no applications / proceedings under insolvency and bankruptcy code, 2016 that has been initiated against the Company.

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.

The Whistle Blower Policy may be accessed on the Companys website at www.ntbcl.com.

NOMINATION AND REMUNERATION POLICY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company had framed Managerial Remuneration Policy which includes the criteria for determining qualifications, positive attributes, independence of directors and other matters as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of Listing Regulations. The policy is available on the website of the Company at www.ntbcl.com.

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 2024-25.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline of the CSR policy is annexed as Annexure IV and forms part of this Integrated Annual Report. The policy is available on the website of the Company at www.ntbcl.com.

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

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Prevention of Sexual Harassment Act"), the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and Internal Complaints Committees ("ICC") have also been set up to redress any such complaints received.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, probationers, temporary employees, trainees, apprentices of the Company and any person visiting the Company at its office. The Company has zero tolerance on sexual harassment at the workplace. The employees are required to undergo mandatory training/ certification on the Prevention of Sexual Harassment Act to sensitize themselves and deepen their awareness.

The Company has constituted to consider and resolve sexual harassment complaints reported pursuant to the provisions of the Prevention of Sexual Harassment Act. The role of ICCs is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment. During the years, the Company has worked extensively on creating awareness on relevance of sexual harassment issues and innovative measures to help employees understand the forms of sexual harassment.

The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act.

During the year under review, the Company did not receive any complaints pertaining to sexual harassment, and accordingly, no complaints were required to be disposed off. Further, there were no cases pending for more than 90 days during FY 2025.

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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report as 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 Five Hundred (500) listed entities based on market capitalization as on 31st March, 2025

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.

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.

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.

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.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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.

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, 2025 and the date of this report.

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.

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.

ACKNOWLEDGEMENT

Your Directors thank the Government of India, the State Governments, local municipal corporations, Municipal Corporation of Delhi, NOIDA and various other authorities for their co-operation and support to facilitate ease in doing business.

Your Directors also wish to thank its customers, business associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.

Your Directors wish to place on record deep appreciation, for the contribution made by the employees at all levels for their hard work, commitment and dedication towards the Company. Their enthusiasm and untiring efforts have enabled the Company to scale new heights.

For and on behalf of the Board of Directors of

Noida Toll Bridge Company Limited

Nand Kishore

Chairman

DIN : 08267502

Date: August 5, 2025