The Annual Report of the Company for the FY 2023- 24 accessed here

CHAIRMAN

Mr. Nand Kishore

DIRECTORS

Mr. Manish Kumar Agarwal

Mr. Kazim Raza Khan

Mr. Rakesh Chatterjee

Ms. Jayashreee Ramaswamy

Mr. Dheeraj Kumar (Executive Director)

CHIEF FINANCIAL OFFICER

Rajiv Jain (upto 30.06.2024)

Amit Agrawal (w.e.f. 09.08.2024)

COMPANY SECRETARY

Gagan Singhal

AUDITORS

N. M. Raiji & Co.

Chartered Accountants

E-7/14, Vasant Vihar

New Delhi - 110057

REGISTRAR & TRANSFER AGENT

Kfin Technologies Limited

Selenium Building, Tower B, Plot 31 & 32,

Financial District, Nanakramguda,

Serilingampally, Hyderabad

Rangareddi, Telangana - 500032

Tel. No.: +91 40 6716 2222 / 7961 1000

email: einward.ris@kfintech.com

AUDIT COMMITTEE

Ms. Jayashree Ramaswamy, Chairman

Mr. Nand Kishore

Mr. Manish Kumar Agarwal

Mr. Dheeraj Kumar

NOMINATION AND REMUNERATION COMMITTEE

Mr. Manish Kumar Agrawal, Chairman

Mr. Nand Kishore

Mr. Kazim Raza Khan

STAKEHOLDERS GRIEVANCE COMMITTEE

Mr. Rakesh Chatterjee, Chairman

Mr. Nand Kishore

Mr. Manish Kumar Agarwal

REGISTERED OFFICE

Toll Plaza, Mayur Vihar Link Road,

New Delhi - 110091, INDIA

CIN : L451011996PLC315772

Website : www.ntbcl.com

CORPORATE OFFICE

Toll Plaza, DND Flyway,

Noida - 201301

Ph. 0120-2516495

Website : www.ntbcl.com

NOTICE IS HEREBY GIVEN THAT THE TWENTY EIGHTH ANNUAL GENERAL MEETING ("AGM") OF THE MEMBERS OF NOIDA TOLL BRIDGE COMPANY LIMITED ("THE COMPANY") WILL BE HELD ON TUESDAY, SEPTEMBER 17, 2024 AT 11:00 A.M. (IST) THROUGH VIDEO CONFERENCING ('VC') / OTHER AUDIO VISUAL MEANS ('OAVM') FACILITY, TO TRANSACT THE FOLLOWING BUSINESS(ES):

ORDINARY BUSINESS:

1. To receive, consider and adopt:
2. 1. the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2024 and the Reports of the Board of Directors and Auditors thereon; and
   2. the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2024, and the Reports of the Auditors thereon.
3. To appoint a Director in place of Mr. Rakesh Chatterjee (DIN 00029365), who retires by rotation and, being eligible, offers himself for re-appointment.

SPECIAL BUSINESS:

1. To continue a contract/agreement with ITNL Toll Management
   Services Limited - a Subsidiary of the Company
   To consider, and if thought fit, to pass with or without modification the following Resolution as an Ordinary Resolution:
   "RESOLVED THAT pursuant to the provisions of Section 188 read with Rule 15 of the Companies (Meeting of Board and its Powers) Rules, 2014 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and as approved by the
   Board of Directors of the Company, the consent of the
   Members of the Company be and is hereby accorded for entering / continue into a contract/agreement with ITNL Toll
   Management Services Limited - a Subsidiary of the Company for the financial year 2024-25.
   "RESOLVED FURTHER THAT pursuant to the provisions of section 189 read with Rule 16 of the Companies (Meeting of Board and its Powers) Rules 2014 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or re- enactment thereof for the time being in force), any of the Directors and Mr. Gagan Singhal, Company Secretary of the Company be and is hereby authorized severally to do the necessary entries in the Register of contracts or arrangements in which Directors are interested and authenticate them and to do all such acts, deeds, matters and things as may be necessary for the purpose of giving effect to the resolution."

By Order of the Board of Directors

For NOIDA TOLL BRIDGE COMPANY LIMITED

Gagan Singhal

Company Secretary & Compliance Officer

Membership No.: F7525

August 9, 2024

Delhi

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 ("the Act") setting out material facts concerning the business under Item No. 3 of the accompanying Notice, is annexed hereto. The Explanatory Statement also contains the relevant details of the Directors as required by Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Secretarial Standard - 2 ("SS-2") on General Meetings issued by the Institute of Company Secretaries of India ("ICSI").
2. The Ministry of Corporate Affairs, Government of India ("MCA") vide General Circular Nos. 14/2020, 17/2020, 20/2020, 02/2021, 21/2021, 02/2022, 10/2022 and 09/2023 dated April 8, 2020, April 13, 2020, May 5, 2020, January 13, 2021, December 14, 2021, May 5, 2022, December 28, 2022 and September 25, 2023, respectively, ("MCA Circulars") has allowed conduct of Annual General Meetings ("AGM") by Companies through Video Conferencing/ Other Audio Visual Means ("VC/ OAVM") facility up to September 30, 2024, in accordance with the requirements provided in paragraphs 3 and 4 of the MCA General Circular No. 20/2020. The Securities and Exchange Board of India ("SEBI") also vide its Circular No. SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, 2020, Circular No. SEBI/HO/ CFD/ CMD2/CIR/P/2022/62 dated May 13, 2022, Circular No. SEBI/HO/CFD/PoD-2/P/ CIR/2023/4 dated January 5, 2023 and Circular No. SEBI/ HO/CFD/CFD-PoD-2/P/ CIR/2023/167 dated October 7, 2023 ("SEBI Circulars") has provided certain relaxations from compliance with certain provisions of the SEBI Listing
   Regulations. In compliance with these Circulars, provisions of the Act and the SEBI Listing Regulations, the 28th AGM of the Company is being conducted through VC/ OAVM facility, which does not require physical presence of members at a common venue. The deemed venue for the 28th AGM shall be the Registered Office of the Company.
3. In terms of the MCA Circulars, physical attendance of members has been dispensed with and therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the 28th AGM. However, pursuant to Section 112 and Section 113 of the Act, representatives of the members may be appointed for the purpose of voting through remote e-Voting, for participation in the 28th AGM through VC/ OAVM facility and e-Voting during the 28th AGM.
4. Attendance of the members participating in the 28th AGM through VC/ OAVM facility shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
5. Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration)
   Rules, 2014 (as amended), SS-2 issued by the ICSI and Regulation 44 of Listing Regulations read with MCA Circulars, the Company is providing remote e-Voting facility to its members in respect of the business(es) to be transacted at the 28th AGM and facility for those members participating in the 28th AGM to cast vote through e-Voting system. For this purpose, National Securities Depository Limited ("NSDL") shall provide facility for voting through remote e-Voting, for participation through VC/ OAVM facility.

1. Members may join the 28th AGM through VC/ OAVM facility by following the procedure as mentioned below which shall be kept open for the members from 10:30 A.M. IST i.e. 30 minutes before the time scheduled to start the 28th AGM and the Company may close the window for joining the VC/ OAVM facility 30 minutes after the scheduled time to start the 28th AGM.
2. In terms of the MCA Circulars and relevant circulars issued by the SEBI, the Notice of the 28th AGM and Annual Report for the financial year ended March 31, 2024 is being sent through electronic mode to those members whose email addresses are registered with the Company/ Depository Participants ("DPs") and will also be available on the website of the Company at www.ntbcl.com, on the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.comrespectively and also on the website of National Securities Depositories Limited
   ("NSDL") at www.evoting.nsdl.com. Since the 28th AGM will be held through VC/ OAVM facility, the Route Map is not annexed in this Notice.
3. Members may note that the VC/ OAVM facility provided by NSDL, allows participation of at least one thousand members on a first-come-first-served basis. The large members (i.e. members holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors, etc. can attend the 28th AGM without any restriction on account of first-come-first-served basis.
4. General instructions for accessing and participating in the 28th AGM through VC/ OAVM facility and voting through electronic means including remote e-Voting are as under:

1. Instructions for Remote e-Voting and e-Voting during the AGM
2. • The remote e-Voting period will commence from September 14, 2024 at 09:00 A.M. IST and end on September 16, 2024 at 5:00 P.M IST. During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e., September

06, 2024, may cast their vote electronically. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• A person who is not a member as on the cut-off date should treat this Notice of the 28th AGM for information purpose only.
• The details of the process and manner for remote e-Voting are explained herein below:
• Step 1: Log-in to NSDL e-Voting system at https://www. evoting.nsdl.com
• Step 2: Cast your vote electronically on NSDL e-Voting system.

Step 1: Log-in to NSDL e-Voting system

1. Login method for e-Voting and joining virtual meeting for Individual Members holding securities in demat mode
   In terms of SEBI circular dated December 09, 2020 on "e-Voting facility provided by Listed Companies", e-votingprocess has been enabled to all the individual demat account holders, by way of single login credential, through their demat account(s)/ websites of Depositories/ Depository Participant(s) ("DPs") in order to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider ("ESP") thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process.
   Members are advised to update their mobile number and e-mail address with their DPs in order to access e-votingfacility.
   Login method for Individual members holding securities in demat mode is given below:

Individual members (holding securities in demat mode) login through their depository participants

1. Members can also login using the login credentials of your demat account through your
   Depository Participant registered with NSDL/CDSL for e-Voting facility.
2. Upon logging in, you will be able to see e-Voting option.

1. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature.
2. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

1. Login method for e-Voting and joining virtual meeting for members other than Individual members holding securities in demat mode and members holding securities in physical mode:
2. 1. Visit the e-Voting website of NSDL. Open web browser by typing the following:
      URL: www.evoting.nsdl.comeither on a Personal Computer or on a mobile.
   2. Once the home page of e-Voting system is launched, click

1. Your User ID details are given below :

on the icon "Login" which is available under 'Shareholder/ Member' section.

1. A new screen will open. You will have to enter your User ID, your Password/OTP anda Verification Code as shown on the screen. Alternatively, if you are registered for NSDL eServices i.e. IDeAS, you can log-inat www.eservices.nsdl.com/ with your existing IDeAS login.
   Once you log-in to NSDL e-services after using your log-incredentials, click on e-Votingand you can proceed to Step 2 i.e. cast your vote electronically.

1. Password details for members other than Individual members are given below:
2. 1. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
   2. If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

1. How to retrieve your 'initial password'?
2. • If your email address is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL in your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for
     CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

1. • If your email address is not registered, please follow steps mentioned below in 'Process for those members whose email ids are not registered.'
2. If you are unable to retrieve or have not received the
   "Initial password" or have forgotten your password:
3. 1. Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
   2. Physical UserReset Password?" (If you are holding shares in physical mode) option available on www. evoting.nsdl.com.
   3. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl. co.inmentioning your demat account number/folio number, your PAN, your name and your registered address etc.
   4. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Votingsystem of NSDL.
4. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
5. Now, you will have to click on "Login" button.
6. After you click on "Login" button, Home page of e-Votingwill open

Step 2: Cast your vote electronically and join Meeting on NSDL e-Voting system.

How to cast your vote electronically?

1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
2. Select "EVEN" of the Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/ OAVM" link placed under "Join Meeting".

1. Now you are ready for e-Voting as the Voting page opens.
2. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
3. 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
   2. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

1. Once you confirm your vote on the resolution(s), you will not be allowed to modify your vote.

General Guidelines for Members for e-Voting

1. Institutional Members (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to sssp28@gmail.comwith a copy marked to evoting@nsdl.com. Institutional Members (i.e.,

other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Power of Attorney/ Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-votingwebsite will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/ Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.comto reset the password.
2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-votinguser manual for Shareholders available at the download section of www.evoting.nsdl.comor call on toll free no.: 022-48867000 and 022-24997000 or send a request to Mr.  Sanjeev Yadav, Assistant Manager or Ms. Pallavi Mhatre, Senior Manager, NSDL at the designated email address: evoting@nsdl.co.inwho will also address the grievances connected with the voting by electronic means.
   Members may also write to the Company Secretary at the Company's email address ntbcl@ntbcl.com.

Process for those Members whose email address are not registered with the depositories for procuring user id and password and registration of email address for e-voting for the resolutions set out in this notice:

1. 1. In case shares are held in physical form please provide
      Folio No., Name of Member, scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and AADHAR card to the Company's email address at ntbcl@ntbcl.com.
   2. In case shares are held in demat mode, please provide DPID-CLID(16-digit DPID + CLID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to the Company's email address at ntbcl@ntbcl.com.
   3. If you are an individual member holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (I) i.e., Login method for e-Votingand joining virtual meeting for Individual members holding securities in demat mode.
   4. Alternatively, shareholders/ members may send a request to NSDL at evoting@nsdl.co.infor procuring user id and password for e-votingby providing above mentioned documents.
   5. In terms of SEBI Circular dated 9th December 2020, on e-Voting facility provided by listed companies, individual members holding securities in demat mode are allowed to vote through their demat account maintained with
      Depositories and Depository Participant(s). Members are required to update their mobile number and email address correctly in their demat account in order to access e-Voting facility.
2. Instructions for Members for participating in the 28th AGM through VC/ OAVM are as under:
3. 1. The members will be provided with a facility to attend the 28th AGM through VC/ OAVM through the NSDL e-Votingsystem. Members may access the same by