The General Manager Corporate Relations Department Bombay Stock Exchange Limited 1stFloor, New Trading Ring Rotunda Building, P J Towers Dalal Street, Fort Mumbai – 400 001 | The Manager Listing Department National Stock Exchange of India Ltd. Exchange Plaza, 5thFloor Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (E) Mumbai – 400 051 |
BSE Scrip Code: 532481 | NSE Scrip Code: NOIDATOLL |
Dear Sir/Madam,
Pursuant to the Regulation 33 of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015, (“Listing Regulation”) this is to inform you that the Board of Directors of Noida Toll Bridge Company Limited (“the Company) at their Meeting held today i.e. May 21, 2025 has inter alia approved the following:
Standalone and Consolidated Audited Financial Results of the Company for the quarter and year ended March 31, 2025;
Auditors’ Report on the Audited Financial Result for the quarter and year ended March 31, 2025;
Press release on the Audited Financial Results for the forth quarter and financial year ended March 31, 2025.
Further, please note that the Independent Auditors have issued their Audit Report with unmodified opinion on the Annual Audited Financial Results of the Company (Standalone and Consolidated) for the financial year ended March 31, 2025, in terms of Regulation 33(3)(d) of the Listing Regulations.
The above results duly reviewed and recommended by the Audit Committee, have been approved by the Board of Directors of the Company.
The Meeting of the Board of Directors commenced at 12:15 p.m. and concluded at 3:50 p.m.
A copy of the above is being uploaded on the website of BSE / NSE and the Company’s website at https://www.ntbcl.com.
Further, the Trading Window for share dealings by Directors/Insiders of Noida Toll Bridge Company Limited will be opened on Saturday, May 24, 2025, 48 hours after the publication of Audited Financial Results for the quarter and year ended March 31, 2025. Intimation for the same has been sent to all concerned.
This is for your information and record. Thanking You
For Noida Toll Bridge Company Limited
GAGAN SINGHAL
Digitally signed by GAGAN SINGHAL
Date: 2025.05.21 15:49:35
+05'30'
Gagan SinghalCompany Secretary & Compliance Officer FCS: 7525Encl: as aboveCorporate Off: Toll Plaza, DND Flyway, Noida-201 301, U.P. India Phone: 0120 2516495 Regd. Off: Toll Plaza, Mayur Vihar Link Road, New Delhi -110091, INDIA
Website: https://www.ntbcl.com Email:ntbcl@ntbcl.com CIN:L45101DL1996PLC315772
MW to Flnenclal Reau s
1 Sta nt @ Aassts and Lwbllioea {AtJdfted)
Consolidated
A ET9
Non Current Easels
{t)0mmhm‹›géeAaam
314.80
264.e6
25.928.46
216.43
(i§ Loans
(d) Deferred Tax Aaceta
333.4 fi
333.• 4
333.61
333.61
(e) Ina•+ma Tex Azcets
2 355 00
2 355 00
2 355 00
2 355 00
28,882.77
(a) Inventones
g) Trade ReceNables
108.82
201.35
108 6t
201.35
(ii) Unbiiled Recoivadle
4.00
.
4.pp
(iifi Caen s can EguNeients
1z0.81
53.52
138 20
3,298.39
2.ee8. 46
3.310.48
3,978.89
1,54 4.80
1,423.92
1, •'76.31
1,4fi6.10
1+6 07
176 60
133.32
163 07
6,226.Bg
6 8 Z3.85
5,3y2.85
TOTAL AST T5
EQUITY AND LWILFTIES
Egufty
(e) Share Capital
16,619. TO
18.610.TO
10,819.80
18.819. 50
to) Other Equy
Z2 600 48
T 821.13
22 598.81
4 823.59
0.02
Total Squfty
}
{3,$88.es]{
z0,44Jj.8 2 [
{3,g7'4.65}}
z0,44$.fi s
Non-Current Mebllttas
a) Finanoal Liabiiâea
(o Pmvso@
1,887 OF
24 37
3.07
4.807 30
37 37
8.03
1,8fi7 05
2¥.37
5.52
I .807 30
37.37
Toll NonWunent LtMflM@
1 894.+9
1 gJ3.?0
1 89fi.94
Current Mabllf0es
(a) FinencTal LiabJiftJes
(I) Trade Payables
X.290.61
15140
0,670.BE
144.30
+,290.61
159.80
6,070.81
164.23
(b) Prov ns
230.71
1,482,24
236.07
0.B82.28
$44.75
J.491.B3
243.88
(c) Other Cumnt LJabll
4,063 40
1,421.OF
4,072 TO
1 428 12
Tetal Curzerrt L¥bllltiN
l
t0,2z*.M
J2,3B4.60 |
40,2S9.GB
TOTAL EQUITY AND LIABILILE 9
8,132.25 |
34 707.02 |
8,101.67 |
34.767.68
4.78
O
A. CA8H FLOW FROM OPERATING ACTTVTTIES:
Adjuslrnents for .
Finance Charges
Interest Income
Operating profit/ lloas) beTors wo4lng capMt cnenges Adjustments for Movement In Woking Capital:
Dec+ease / (Increase) In Tr6de Recervedie Owease / (Increase) In Loans and Advaneet
i++crease / hue) In Current ar›d Non - Current Liabil es
Tax (Paid) / Refund
Net cceh generated from /{uasd In) opers ng (*
e.
Deposit wñh Bend
interest Rwl¥ed
net cssh gens+at•d from /(used In) Inwadng actMgee ‹a›
CASH FLOW FROM FINANCING ACWVTTTEg:
Interact and Finn Changes Peld
Net cash generated from /(uaed In) financing ac¥vfgN (C
Net Increase’ (dv) In th end casri equfyslam (A+B+C) Cash end Cesn Equirements ee st beglmlng of 0'+e yeer
(1.17fi.fl9) 2,7S8.H
(3,100 33)
3,853. 88
(1.4 72.ae 2,758.a5
{3.1B6.89)
1,3W.33
88.73
(1I.76) 233.63
Jae.sg
10.1b
(48d.53]
r24c 5
1,V1.dG
08.73
(11.02)
zz2.GB
10.10 (*77.44
(4go.66]
(10.13)
(2,400.00)
3,193.99
152.g3
(29.46)
(1,240.14)
1,404.18
193.36
(12.33)
(2,400.00) 3.1g3.99
153.57
1,404.18
183 63
eM.48
31¥.91
¥4s'23
W.00
{2.300.20)
(0 78
(2,380.20
(0 30
(0.7fi
(80.13) 158.Z7
caan end caeh Eguhralents as at end of tba year '2.'M
OAC
The aboYe results have boeri subjeoed la an eua+I by 0+e st#utofy eudnors of who Company. Revd I+y who Aud‹t Committoo end app+oyed by The 80ard of Or6ors at ils meeting beTd on Mey 21. 2025.m Hon'bia r+nh corn of i• aw. vaa a zvagemwt oaow is. zone, on e etc mint gon w in zo z twang ‹be v of wa cn•ce»ion agent •na using ‹he Can pwment ‹< be quashed) tied dlreoed tt›e Ampany to ctop Meeting Ga ucer Neo. holding It+e W speci +c proviswc relating to end calls of See to be HoqemtJve, Out fled refuead to quash e e Concassorj Agement. Con iJantly. oT user W /+orn tne users of fl+o NOIDA bridge wee auspondod from Odober zs. zo e •nd pint wriich who Wpeny had filed e S el Lea'•e PetAn (sLP; beta It+e W'ble Sug ome Cound Indd seeming an rTetlm away on If+e eat Judgrr+erttOn November 11. zoos. tt+e Non'ble Supremo Court Issued en lotorim Ordar den ng It+a interim ctay er+d eu@hl ¥wistaw of tbo CCG To verity wtietfier the °TotaI Govt' of the Protect Io terma o us Caption Agreem+orrt
TI+e tpany •t•o r+asked NOiDa #¥ the Judgsrr+eM of the Hon’0+e Acahabed I 4+gh Court, w •ah ‹ha Intañm Order of 0+e Hon’bJo Sup+erno Csurt0 TndTa constit+reed o ‘change in law' under tha Conoeaalon Agreement and submMed o God p far modWén of tho ConcocsW Agement. co w la the Company n s It+e Marne legs. cornmemTel W economy poem m ft was pror Jo It+e W change ki W. 6Ir+ce NOIDA6 r+of6 on If+e . the Company hed W a nd of ert fret+on to NOIQA.
sW@v• aty. cv As rribun•i wee conWutea end botn W Company and NOIDA e+brnW Tit cIa'ma end counter claims Fur0+er, NOtDA bed an agpficet& undo Lemon be of be Am end Con•-¥T Act, NOIOA rung eea on egpJ n for direc one befoie 0+e Hon'0te Supreme in Eng ¥ clay a proceeded. On April 12, A19 the W’bTe Sugrorns Caurt e *@ oe AWrd sings.
Suticequen8y. on Decemt+ar 9. zoz‹ , the meter was meri0oned and haard by It+e Hon'ble Suprerrie Court on December 1ñ, zo¥1. January 8. z0O ond January t0. A22 On Jenusry 1e, @ z, the Hon‘ Ie 8upr one Court d4spoa d the interim apj Icetion fi6 on 4, 2021, with the dkection that the Company may be permkted to put ug ad somen of paytner+I Al Re 125 per @uare M pei month. kl cdvence. ¥ubjeb to the oucome# ba SLPd 2048 filed by If+e peny.
Thereafler, the matter was he•ra on July zz. 2oz3 when the Hon'dJe 8upraw Coun requa•ted the Add%nsl Selector GaneM of Inéte to examine the report submitted by tea c•c era w Hor‘the Supreme Court on tha aeid fixed date.and ‹ne matter wea gosted lot jeering en $er}xemW 3S, 028. On September 28, 2023 tha Learned Bench Q Hon'ble Sriprorra Court tool oote of It+e feet that the Responder have prodded e copy of the CAG Rem end Ihos died the rr+enter to be bed for flnel argue on November 24. 20W.
eubttii a before W T•Ton’bIe bupeemo Art on Augucf 24. 20a.
Afier heafings en ‹I+• rnao¥. tbo Hor'W Sugteme Wñ wide M }udqmant daTed DeIt+e SLA fiW by Iho Compar+y Q uphoidmg Oie /udgrr+er+I paeaed by the Hon’0{e Maf+abed n Court regarding ata¥ing the Ivy and oe4ec6ond user fee. In yiew rg tf+e Jud9mer+Id tho Hon'bte Supreme co•m It+e Company, es a ¥ nl ng aod r•r^•rsr'9 maaeure. he• impaired the kflangibTe wth
hed creded dy due of the rTght cenf on The Company under The to uaer W tba of ha NOtDA bitdge.
The Company, on the ¥ a aa w k•gal e . had aa a @# nurse W ¥ on January zs, 2o25. egein¥ the eTo judgment of the Hori’bJe Supreme Cart i •- . th• mrna was datnls¥ed by It+e Hon‘lfle 6uprerr+o Court •tde pingdatad day g. 2075.
On S@ember zo. eozl. tic Company Dec +e«etyed tw mem erdet from Herr+o Tax OoqerWrrt r+7s maka) r w.s t44B of be lr+come Tax Ad, 19B1 for It+e As rnerfl Year 9O1B-Ie wt+ereTn a demand of Ro '*s ea crores fit on Used. pñma/ on cunt of Valueflon of Lar•d, Land Mng treated W reyetiue au¥^ktY. The Company oo Sapte•ubar ao. y0P1. requtJed It+e Assessing OTAR of Income Ten to caap tea penalty ptooee< ng¥ In ct›eyenco •nd W filed an cgped or Odgber 19. ¥921, wdfl the CommtsTnet of lr+carrie Ten (AQ), Nation Feoeleay (NFAC). ageirisl It+e eforasaJd assessment order.0uñr+g December zo1e tba Comp+any has tne augment fram lv Ten DeyartmeN W¥ J*3(3)0 Ro Tntn Tax AQ t86 t. for he Asw¥rnent Yeer 20a &17 and 3017-18, in a demand of Rs. 3S7 crores end is saw 4e crores respeoJ•ety has been raised. based on the h to cal dispute y•rth tfia Tax Depanrr+em which In pmatify en eccot+nT of addi6ond erreers of dev+gr+ate returns Io be tered & future.
The Company free Rao red a The Cause Notioo, deted May 15. 2021, u/a 270A horn the NFAG for the AY 2016-17 end AY 7017-16. H er, the Company free uestee sha W penalty proceedirjg¥ be kept In
MU Al
The Income Tax Depadment had. in earta demand of Re. 1,3d0.03 croras, which waa primarily. sn account try ed n of areas of dcsmnated returns to be recoueiad In f;tura from ccxl end revenue auDsidy ori Sure of aomant of land. Pursuant upon Ihe receipt of oñJer from CIT(A} on April 2S. 20J B, fho Company eceivrd the notice of demand Iron the Asseesink Officer. lncomo Tax DepaAment, Ne•v Oeifii in rest of Assossmont dear's 20.06-07 .to 2O14- t5 g‹viog offset Io tho •aid orde‹ from CIT (A), whereby a'n additk>naI tax cfemand of Rs 10,893. 30 crores was raised. Two enhencomont of tñe dom'and his primarily on ecc6unt of valuation eg land. Tha Company fted an ep a aong wart the stay eppf›caion with Income:Tax AppeIute Tnbunal (FfAT}. Th”e matter was fret by UAT on Clamber 19, 2018, January 2, 2019 and February 6. 2018 end busein NGLAT o'xier dated October 15. 2048. ITAT 'dimmed tfiu metter are die wrth dir na to. malrtlain atñua qt+o.
Funñer. in November 2018, the CIT (A), Noida, pas'sed a perby ordef for A9ses6Ment Yaars 2006-07 la 20)4 15, besed on whicfi' R'e A sai ssiñg O4iwr Delhi. imposed a penaKy amounting to Rs. TO.a93.3D croree in December 201d. The:Company fiW •tn appoal along *wartB stay appika6o wth tho lncoma Fax Appedae TnbunA (ITAT}. 1h• mattar can hoard oy tha ITAT on March 29. 2019 arid May 1, Z018. ITAT kas adjoumacl the matler mine Ao, with directive to maintain status quo.
The Company a Juns' 5. ?0Z3 teq;astw he Ho?'blo ITAT for two doa dutec to argue Ihe mattar •nd requesléd fof no cc›ai1•e action titl tha next date of hearing I.a. July 2G. 2023. éo‹xxdingly. the matter was heerd.
arg'ued end count• arguad on July 26. 2023, August 1, 2023 and wee cfudod on August 2. 2023. Coneequantiy. vide its Order dated Auguet's, 2D23, the Hon'ble UAT Yes pronounced its judgrnom for Assessment Ygars
20 07 a zo1I -12. wher•*n Ific appeals of ‹lta Ravanue dismissed and apqaal of Company was
, thus addretinq •bo•t 72dd the total demand in a with the UAT of Ra. 22.127 crores. Further, me ITAT ñas vile its Ordor dated May. 17. 202a, quashed lhe levy of penalty for tha ^•s•s•rnant Years 2006-07 to. 2011 12.Wrth regeid .to 'appeals- porlaining.to eñsñs.°mem Yea.- 2012-13 to 2014-15, th• Soaringd vrhIch took I•i on May 13. Gaza c May 22, 2024, snd whtart: has been •ubce‹juñnlIy conouoed, the Carney aa we¥ as u+e Departrfient wora'directed to file the wñtlen subm saions. Pursuant to the aame. FfAT has:paxced Ihe ordéi dated Auguct 21, 2024. wherein, amongst ww rñsttéca, the eñhencameñt 'if.demand dua IN daaJgñatad retd to bo recosamd* Mure and revenue subs*dy on accouñt éf aButñ›errI of Land, kave be•n deleted and yorn otner inatters- have been remanded to tñe CIT(A) for adjudication.Tha ma0ei regaktfrijj' Iné consequential.penalty Oh roqard to tha foresa+d Assessment Years was héerd on Sojdemb•r 4, 2024, pursuant lo whicfi the rFaT has passed the o‹for pen•Ity •ppo•ds In' ro•pecI of AY 2012-13, 2o13-14 'and 2011:5 on 9bptembei 11. 2O24,toeabyddoñngtho’PmeMyMvk›decéa#ouñgg!ñq’âppnM*t#theComQang.
Orders gi in'g effect to ttie ITAT Ordars. deluding wIt regal:to penaXy, for AYs 20 07"to Z011-12. have bean puttse‹1 t›y.ihe Assessing OfFcer on October 9; 2024
6 In tems of an' affidavit filed by tho Miriistry of Corporate A/‘I'aIrs: the Hdn'bla Naional Compqny Law Aope¥ata Tiibfinat (NCLAT} on I.day 21. 2Qt9, tha
Hon’bo N LAT vIin6d Rns'olution Fram Mo s ibmict% by the New Board along with
af OntobBs 15, 2018 {"Cuts.data") .was red.'The
:Ordér. Hon”ble NCLAT has:aiso eppiovt•d Odobsr
15.. 2018 'as.tho ”CLg 'data for-Jn#izdon of resolution acts @‹ IL&FS..and its group 'companies.: incIo'di iha"C6'mpanj. Accordingly. tho.C6m'pañy has 'not prov lad Koi any inten•s on' all.its Ioa*na and' bo wings with
cForl ’ ob*éjS;é0tRjCutékdMe)
tba/ @iovislo'n Ificirñof. 'T.he érstwhño:Licensee ñas”iñled ad A‹t›itro6 n procaed/›g:egainal.they;. mpâri/: The matter Is”curr n‹ly pending:
a ' The figures for tné quaitot ended M Fch 3t . 203s and March 31, t024: ”•ra tha baar+Whig fi{Iures between.iha audited figures In respect of the fun fin•ñcIaI year and iña published.year Io dms figur s ”upto tfie end eg the thiid quarter of Ihe r =,nt.8nanQâI'yaar..whKti @u.rec. ” "subj•>x¿'d to a ñmléd by tha statutory auditors. ' ' ' '
For N: R Real 6 Co Gh'aftarad A*ccoun4ants
n3#t«m CEO&Doc Oi
Independent Auditor’s Report on the Quarterly and Year to Date Audited Standalone Financial Results of Noida Toll Bridge Company Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To the Board of Directors of
Noida Toll Bridge Company Limited Opinion
We have audited the accompanying Statement of Standalone Financial Results of Noida Toll Bridge Company Limited (the “Company”), for the quarter and year ended March 31, 2025 (the “Statement”), being submitted by the Company pursuant to the requirement of Regulation
33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).
In our opinion and to the best of our information and according to the explanations given to us, the Statement:
is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and
gives a true and fair view, in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards (“Ind AS”) and other accounting principles generally accepted in India, of the net loss and total comprehensive income and other financial information of the Company for the quarter and year ended March 31, 2025.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (the “Act”). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Standalone Financial Results” section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the quarter and year ended March 31, 2025, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
We draw your attention to:
Note 5 to the Statement, as per which, in addition to the existing income tax demand on the Company of Rs. 1,34,002.60 lakhs, for various assessment years between 2006-07 to 2014-15, the Company was served an additional tax demand for the said years aggregating Rs. 10,89,330.52 lakhs, along with imposition of an equivalent amount of penalty, i.e. Rs. 10,89,330.52 lakhs, for the said assessment years, resulting in a total demand of Rs. 23,12,663.64 lakhs, against which the Company had appealed to the Income Tax Appellate Tribunal (ITAT). Further, the Company was served with income tax demand for assessment years 2016-17, 2017-18 and 2018-19 aggregating Rs. 78,670.35 lakhs.
The ITAT, has vide its Orders dated August 8, 2023, and August 21, 2024, pertaining to AY 2006-07 to AY 2011-12 and AY 2012-13 to AY 2014-15 respectively, allowed the appeal of the Company by pronouncing the enhancement of demand by the CIT(Appeals) as bad in law. Further, the ITAT, has vide its Orders dated May 17, 2024 and September 11, 2024, quashed the levy of penalty pertaining to AY 2006-07 to AY 2014-15. We are informed that the Income Tax department has not yet preferred an appeal against the said orders of the ITAT.
In view of the aforesaid Orders of the ITAT and facts of the case of other matters, the Management of the Company is of the view that the said demands are devoid of any justification or merit. Consequently, the Company has not made any provision for the demands in its financial statements.
Note 6 to the Statement, which relates to the Order dated March 12, 2020, of the Hon’ble NCLAT, confirming October 15, 2018, as the cut-off date for initiation of resolution process for IL&FS and its group companies. The said Order provides moratorium against actions by creditors against IL&FS and its group companies, including the Company. Consequently, the Company has not made a provision for interest on loans, taken from ICICI Bank Limited and IL&FS Transportation Networks Limited (ITNL), aggregating Rs. 273.47 lakhs and Rs. 1,371.74 lakhs respectively for the quarter and for the year ended March 31, 2025 and Rs. 7,075.68 lakhs upto March 31, 2025.
Our opinion is not modified in respect of the above matters.
Management’s Responsibilities for the Standalone Financial Results
The Company’s Board of Directors is responsible for the preparation of the Statement that gives a true and fair view of the net loss and other comprehensive income and other financial information, in accordance with the recognition and measurement principles laid down in Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
This responsibility also includes maintenance of adequate accounting records, in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the Statement, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company, or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement, as a whole, is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.
As part of an audit, in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit, in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the statement represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the Statement of the Company to express an opinion thereon.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matter
In the Statement, the figures of the financial results as reported for the quarter ended March 31, 2025 and March 31, 2024 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year, which figures were subjected to a limited review by us.
For N. M. Raiji & Co. Chartered Accountants
Firm Registration No.: 108296W
GAUTAM MILIND PRADHAN
Digitally signed by GAUTAM MILIND PRADHAN
Date: 2025.05.21
13:59:40 +05'30'
Place: Mumbai Date: May 21, 2025
Gautam Pradhan Partner
Membership No.: 131850 UDIN: 25131850BMNVCK8052
Independent Auditor’s Report on the Quarterly and Year to Date Audited Consolidated Financial Results of Noida Toll Bridge Company Limited Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
To the Board of Directors of
Noida Toll Bridge Company Limited Opinion
We have audited the accompanying Statement of Consolidated Financial Results of Noida Toll Bridge Company Limited (the “Holding Company”) and its subsidiary (the Holding Company and its subsidiary together referred to as the “Group”) for the quarter and year ended March 31, 2025 (the “Statement”), being submitted by the Holding Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “Listing Regulations”).
In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the other auditor on separate audited financial statement of the subsidiary, the Statement:
includes the result of a subsidiary – ITNL Toll Management Services Limited;
is presented in accordance with the requirements of Regulation 33 of the Listing Regulations; and
gives a true and fair view, in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards (“Ind AS”) and other accounting principles generally accepted in India, of the net loss and total comprehensive income and other financial information of the Group for the quarter and year ended March 31, 2025.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (“SAs”) specified under section 143(10) of the Companies Act, 2013 (the “Act”). Our responsibilities under those Standards are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Results” section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the quarter and year ended March 31, 2025, under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter
We draw your attention to:
Note 5 to the Statement, as per which, in addition to the existing income tax demand on the Holding Company of Rs. 1,34,002.60 lakhs, for various assessment years between 2006-07 to 2014-15, the Holding Company was served an additional tax demand for the said years aggregating Rs. 10,89,330.52 lakhs, along with imposition of an equivalent amount of penalty, i.e. Rs. 10,89,330.52 lakhs, for the said assessment years, resulting in a total demand of Rs. 23,12,663.64 lakhs, against which the Holding Company had appealed to the Income Tax Appellate Tribunal (ITAT). Further, the Holding Company was served with income tax demand for assessment years 2016-17, 2017-18 and 2018-19 aggregating Rs. 78,670.35 lakhs.
The ITAT, has vide its Orders dated August 8, 2023, and August 21, 2024, pertaining to AY 2006-07 to AY 2011-12 and AY 2012-13 to AY 2014-15 respectively, allowed the appeal of the Holding Company by pronouncing the enhancement of demand by the CIT(Appeals) as bad in law. Further, the ITAT, has vide its Orders dated May 17, 2024 and September 11, 2024, quashed the levy of penalty pertaining to AY 2006-07 to AY 2014-15. We are informed that the Income Tax department has not yet preferred an appeal against the said orders of the ITAT.
In view of the aforesaid Orders of the ITAT and facts of the case of other matters, the Management of the Holding Company is of the view that the said demands are devoid of any justification or merit. Consequently, the Holding Company has not made any provision for the demands in its financial statements.
Note 6 to the Statement, which relates to the Order dated March 12, 2020, of the Hon’ble NCLAT, confirming October 15, 2018, as the cut-off date for initiation of resolution process for IL&FS and its group companies. The said Order provides moratorium against actions by creditors against IL&FS and its group companies including the Holding Company. Consequently, the Holding Company has not made a provision for interest on loans, taken from ICICI Bank Limited and IL&FS Transportation Networks Limited (ITNL), aggregating Rs. 273.47 lakhs and Rs. 1,371.74 lakhs respectively for the quarter and for the year ended March 31, 2025 and Rs. 7,075.68 lakhs upto March 31, 2025.
Our opinion is not modified in respect of the above matters.
Management’s Responsibilities for the Consolidated Financial Results
The Statement has been prepared on the basis of the consolidated financial statements.
The Holding Company’s Board of Directors is responsible for the preparation of the Statement that gives a true and fair view of the net loss and other comprehensive income and other financial information of the Group, in accordance with the recognition and measurement principles laid down in Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.
The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the Statement, the respective Board of Directors of the Companies included in the Group is responsible for assessing the ability of the Group, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors of the Companies included in the Group is also responsible for overseeing the Group’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Statement.
As part of an audit, in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion through a separate report on the complete set of financial statements on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the statement represents the underlying transactions and events in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities within the Group of which we are the independent auditors to express an opinion on the Statement. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the Statement of which we are the independent auditors. For the other entities included in the Statement, which have been audited by other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance of the Holding Company and such other entities included in the Statement of which we are independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also performed procedures in accordance with the Circular issued by the SEBI under Regulation 33(8) of the Listing Regulations, to the extent applicable.
Other Matter
The Statement includes the audited financial statement of a subsidiary, whose financial statement reflects total assets of Rs. 70.78 lakhs as at March 31, 2025 and total revenue of Rs. 64.41 lakhs and Rs. 254.95 lakhs, total net profit after tax of Rs. (3.73) lakhs and Rs.10.74 lakhs and total comprehensive income of Rs. (2.91) lakhs and Rs.9.66 lakhs, for the quarter and year ended March 31, 2025, respectively, and cash flows (net) of Rs. (5.56) lakhs for the year ended March 31, 2025, as considered in the Statement, which has been audited by an independent auditor. The independent auditor’s report on the financial statements of the subsidiary has been furnished to us and our opinion on the Statement, in so far as it relates to the amounts and disclosures included in respect of the subsidiary is based solely on the report of such auditor and the procedures performed by us as are stated in the paragraph above.
Our opinion on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the report of the other auditor.
In the Statement, the figures of the financial results as reported for the quarter ended March 31, 2025 and March 31, 2024 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter of the relevant financial year, which figures were subjected to a limited review by us.
For N. M. Raiji & Co. Chartered Accountants
Firm Registration No.: 108296W
GAUTAM MILIND
Digitally signed by GAUTAM MILIND PRADHAN
Date: 2025.05.21
Place: Mumbai Date: May 21, 2025
PRADHAN 14:00:26 +05'30'
Gautam Pradhan Partner
Membership No.: 131850 UDIN: 25131850BMNVCL6193
MEDIA RELEASEMAY 21, 2025, NOIDA, Uttar Pradesh
NTBCL BOARD APPROVES APPROX RS 5 CRORE FOR FLYWAY UPKEEP & MAINTENANCE; ANNOUNCES Q4FY25 AND FY25 FINANCIAL RESULTSBoard Takes Note of Supreme Court Verdict, Reaffirms Commitment to Protect Interests of 60,000 ShareholdersThe Board of Directors of Noida Toll Bridge Company Ltd. (NTBCL) met here today to adopt and take on record the audited financial results of the company for the quarter and fiscal year ended March 31, 2025.
Despite severely constrained financial position, in larger public interest, the Board has approved an allocation of approx. Rs 5 crore towards the repair and upkeep of the DND Flyway, reaffirming the company’s commitment to ensuring continued safe and efficient travel for over 2 lakh users using the important connector between Delhi and Noida.
These funds are in addition to the major repair of Rs 5 crore undertaken during G-20 in 2023.
The proposed work includes micro surfacing of the balance segment and repair of certain section along the Delhi side of the flyway.
At its meeting held today, the Board approved the audited financial results for the financial year ended March 31, 2025 (FY25). Previous quarter and year comparatives needs to be read in context of exceptional item resulting from impairment of intangible asset.
Financial Results: Q4FY25 and FY25
On a Consolidated basis for Q4FY25, the company registered a Profit before Tax and exceptional item of of Rs 4.05 crore, up 175 per cent, on a revenue of Rs. 10.94 crore, up 3 per cent, registered in the corresponding Q4FY24 last year.
On a Consolidated basis for FY25, the company registered a Loss Before Tax and Exceptional item of Rs 11.72 crore and Loss (after tax and exceptional item) of 244.19 Crore, on a revenue of Rs 42.61 crore, up 78 per cent, recorded in the corresponding fiscal last year.
On a Standalone basis for Q4FY25, the company registered a profit before tax and exceptional item of Rs 4.10 crore, up 176 per cent, on a revenue of Rs 10.94 crore, up 3 per cent, in the corresponding Q4FY24 last year.
On a Standalone basis for FY25, the company registered a Loss (Before Tax and Exceptional item) of Rs
11.80 crore and Loss (after tax and exceptional item) of Rs 244.29, on a revenue of Rs 42.60 crore, up 78 per cent, in the corresponding fiscal last year.
The main source of revenue for the company was on account of revenue flowing from advertising rights as the user fee has been discontinued since 2016 following order of the Hon High Court of Allahabad.
The company paid Rs 3.40 crore to Noida Authority against the revenue of Rs. 11.17 Crore from Noida Side during FY25 as license fee.
The company has also paid its secured creditor namely ICICI Bank Rs 23.80 crore as part of interim distribution.
The Board took note of the continuity of the concession period that remains intact despite the verdict of the Hon’ble Supreme Court on the review petition and noted that the company remains engaged with all stakeholders to ensure uninterrupted maintenance and operation of the flyway.
Further, the Board took on record the Supreme Court’s verdict and resolved to evaluate all available options under the legal framework. This is part of NTBCL’s commitment to safeguard the interests of over 60,000 retail shareholders, who collectively hold approximately 70% stake in the company.
The Board was also apprised of the urgent requirement of ₹100 crore to be provided by the Noida Authority and the Delhi Administration under the State Support Agreement for undertaking structural repairs of the bridge and the flyway, which has completed over 25 years and is in need of refurbishment. It was further noted that no response has been received from either of the two government agencies.
NTBCL continues to priorities transparency, legal compliance, and long-term stakeholder value. The company remains committed to engaging constructively with all concerned parties to preserve and enhance the asset while protecting shareholder interests
For Queries:
Gagan Singhal
Company Secretary and Compliance Officer Noida Toll Bridge Company Limited
Toll Plaza, DND Flyway, Noida-201301 U.P. Mob. +91 8882762477
For Media Queries: Corporate Communications COMMS@ILFSINDIA.COM