Noida Toll Bridge Company Limited has issued a postal ballot notice seeking shareholder approval for the remuneration of its Executive Director and Chief Executive Officer. The notice, dated December 17, 2025, outlines the company's proposal to set the annual compensation for Mr. Dheeraj Kumar in his executive role.

Proposed Remuneration Structure

The Board of Directors, based on recommendations from the Nomination and Remuneration Committee, has approved a comprehensive remuneration package for the Executive Director & CEO position.

E-Voting Timeline and Process

The company has established a structured timeline for the postal ballot process, utilizing National Securities Depository Limited (NSDL) services for remote e-voting facilities.

Executive Profile and Responsibilities

Mr. Dheeraj Kumar brings extensive experience in project and corporate finance, with over two decades of proven track record across infrastructure sectors. His professional background encompasses:

• Economics and Finance degree with specialization in Project Development
• Infrastructure Finance expertise from conceptualization to closure stages
• Business Planning Development and strategic objective implementation
• Management of Finance, Treasury, Fundraising, and legal functions
• Stressed Asset management experience from fact-finding to resolution
• Previous associations with IBM's Nordics Business group and Spatial Decisions' Government Infrastructure Business group

The Executive Director & CEO will oversee day-to-day business affairs, handle revenue-related contracts, manage operational and maintenance activities, and address ongoing litigation and arbitration matters. Mr. Kumar also serves as a member of the company's Audit Committee.

Regulatory Compliance and Shareholder Information

The postal ballot notice complies with Section 110 of the Companies Act, 2013, and SEBI Listing Regulations. Shareholders whose names appear in the Register of Members or Beneficial Owners as of the cut-off date December 12, 2025, are eligible to participate in the voting process.

The company has circulated electronic copies of the postal ballot notice to registered email addresses and provided detailed instructions for shareholders to update their contact information if necessary. All relevant documents will be available for inspection through electronic mode during the voting period.

The resolution requires approval through ordinary resolution, and if passed by requisite majority, it will be deemed effective from the last date specified for e-voting. Results will be communicated to BSE Limited and made available on the company's website and NSDL's e-voting portal.

Noida Toll Bridge Company Limited (NTBCL) has reported a significant turnaround in its financial performance for the second quarter of fiscal year 2026 (Q2FY26), marking a return to profitability after previous year losses. The company, which operates the Delhi-Noida Direct (DND) Flyway, has also reaffirmed its commitment to maintaining the critical infrastructure despite ongoing financial constraints.

Financial Highlights

NTBCL's financial results for Q2FY26 and H1FY26 show a marked improvement over the previous year:

The company's standalone performance also showed improvement, with Q2FY26 revenue at ₹11.67 crore, up 8.96% from the previous year, and a profit after tax of ₹3.84 crore compared to a loss in Q2FY25.

Operational Updates

Despite financial challenges, NTBCL continues to prioritize the maintenance and safety of the DND Flyway, which serves over 2.5 lakh daily commuters. The company has initiated road repair work, including BC, SDMC, micro-surfacing, and electrical repairs on critical sections of the carriageway. This maintenance work is expected to be completed by January 2026.

Revenue Streams and Commitments

Advertising revenue remains the primary income source for NTBCL, supporting regular maintenance, security, and financial commitments. In H1FY26, the company shared ₹1.70 crore of revenue with Noida Authority from its advertising as part of the concession agreement.

Legal Developments

The company received interim relief from the Delhi High Court regarding its advertising operations. The court has restrained NOIDA Authority from taking coercive action against NTBCL or disrupting its advertisement displays, which the company maintains are lawful and essential for maintaining the DND Flyway and meeting financial obligations.

Board Decisions and Future Outlook

The Board of Directors has approved an increase in remuneration for Executive Director CEO Dheeraj Kumar, effective December 5, 2025, subject to shareholder approval through postal ballot. Additionally, the Board has reiterated the company's appeal for ₹100 crore in structural repair support from the Noida Authority and Delhi Administration, citing the 25-year-old flyway's need for significant refurbishment to maintain safety and service quality.

NTBCL remains committed to acting in the best interests of its over 60,000 retail shareholders, who collectively hold nearly 70% of the company's equity, while maintaining transparency, compliance, and accountability.

As NTBCL navigates its financial recovery, the company's focus on essential infrastructure maintenance and its ability to leverage advertising revenue appears to be contributing to its improved financial performance. The ongoing legal and regulatory challenges, however, underscore the complex operating environment in which the company continues to operate the crucial DND Flyway connecting Delhi and Noida.