Compounding Order under Section 441 of the Companies Act, 2013 in the matter of M/s. NTL INDIA LIMITED

CA No. 412/ Sec.441/ RD (SR)/ 2025-26 I BEFORE THE REGIONAL DiRECTOR (SOUTHERN REGION) CHENNAI MINISTRY OF CORPORATE AFFAIRS IN THE MATTER OF THE COMPANIES ACT 2013 AND SECTION 441 OF CA 2013 IN THE MATTER OF M/s. NTL INDIA LIMITED

1. M/s. NTL INDIA LIMITED
2. Mr. Durairaj Ramesh - Managing Director
3. Mr. Balakrishnan Dayanithi - Whole Time Director
4. Ms. Kavitha Subramanian, EX director . . .... Applicants Date of Hearing 13.01.2026(Physical), 06.02.2026, 09.03.2026 &: 19.03.2026(through VC) Ms. Nisha Agarwal, Practicing Company Secretary. Present ORDER This is an application filed under Section 441 of the Companies Act, 2013 by the above applicants for compounding of offence under Sec. 134(3)(o) read with Section 135(1), Section 135 (3), Section 135 (5) of the Companies Act, 2013. SL 1 Violation I Details/ Nature of Violation No. „,d with I ,,„y ,o„,p,ny h,„ing n,t wo,th ,, ,up,,s H„, hundr,d c,ore or more, or Section 1 turnover of rupees one thousand c,o.e or more or a net profit of rupees 135(1), 1 n„e crore o, more du,ing the immediately preceding financial year shall S,,tion 135 } ,onstit„t, , Corpor,t, So,i,1 Responsibility Co„„„ittee of the Board (3), Section I ,o„sisting of th,ee or more directors. 135 (5) of the Companies Act, 2013. As per the provisions of section Sec.

onstit„t, , Corpor,t, So,i,1 Responsibility Co„„„ittee of the Board (3), Section I ,o„sisting of th,ee or more directors. 135 (5) of the Companies Act, 2013. As per the provisions of section Sec. 134(3) of the Companies Act, 2013, there shall be attached to statements, laid before a company in general meeting, a report by its Board of Directors, containing the details about the policy developed and implement by the company on Corporate Social Responsibility initiatives taken during the year incompliance of Sec. 134 (3) (o) of the Companies Act, 2013. As per the provisions of section Sec. 135 (3) of the Companies Act, 2013, the Corporate Social Responsibility Committee shall: (d) formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the company 59 in areas or subject, specified in Schedule VII. Page 1 of 4

(b) recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and (c) monitor the Corporate Social Responsibility Policy of the company from time to bme. As per the provisions of section Sec.

xpenditure to be incurred on the activities referred to in clause (a) and (c) monitor the Corporate Social Responsibility Policy of the company from time to bme. As per the provisions of section Sec. 135 (5) of the Companies Act, 2013, the Board of every company referred to in sub-section (1), shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediatbly preceding financial years, [or where the company has not completed the period of three financial years since its incorporation, during such immediately preceding financial years,] in pursuance of its Corporate Social Responsibility Policy. As per Section. 134(8) of the Companies Act, 2013 if a company contravenes the provisions of this section, the company shall be punishable with fine which shall not be less than fifty thousand rupees but which may extend to twenty five lakh rupees and every officer of the company who is in default shall be punishable with imprisonment for a term which may extend to three years or with fine which shall not be less than fifty thousand rupees but which may be extend to five lakh rupees or with both. The Company has filed the present application for compounding the offences committed under Section(s) 134(3) (o), 135(1), 135(3) and 135 (5) of the Companies Act, 2013 for the financial years 2015-16 to 2019-20. 2. The Registrar of Companies, Chennai, vide letter dated 13.01.2026 had reported that the company had filed Form GNL-1 vide SRN: AB8819153 dated 05.11.2025.

the financial years 2015-16 to 2019-20. 2. The Registrar of Companies, Chennai, vide letter dated 13.01.2026 had reported that the company had filed Form GNL-1 vide SRN: AB8819153 dated 05.11.2025. ROC further reported that this is the first offence and that no prosecution is filed for the above said offence. Also, ROC has conveyed no objection for compounding the violation. 3. The applicants, in the application submitted for compounding the said offence, by admitting the sdme, stated that the offence committed was not willful or deliberate and prayed to compound the offence. 4. At the hearing held on 13.01.2026 and subsequent virtual hearing held on 19.03.2026, the Authorized Representative of the Applicant had reiterated the submissions made in the application and further stated that the violations are unintentional arising due to procedural oversights in CSR compliance and that it is a suo h Page 2 of 4

motto application and that it is a first time offence and that the violation from the Financial year 2020-21 is aligned with CC)VID-19 and unavailability of professional consultants due to the pandemic etc and therefore requested to take the same into consideration and pleaded to take a lenient view. 5. After considering the submissions made by the authorized representative of applicants and the report of the Registrar of Companies, Chenn,a dated 13.01.2026, the offence committed by the applicant under Sec.

nsidering the submissions made by the authorized representative of applicants and the report of the Registrar of Companies, Chenn,a dated 13.01.2026, the offence committed by the applicant under Sec. 134(3)(o) read with Section 135(1)/ Section (3), Section (5) of the Companies Act, 2013 'were compounded, subject to payment of following compounding fees as fixed during the hearing. Sl. No Applicant Compounding fee payable by applicant (in Rupees) 5,00,000 5,00,000 5,00,000 5,00,000 20,00,000 M/ s. NTL INDIA LIMITED Mr. Durairaj Ramesh - ManagE& Mr. Balakrishnan Dayanithi - Whole Time Director Ms. Kavitha Subramanian, EX director Total 6. That pursuant to the above directions, the applicants have remitted the respective compounding fees and submitted receipts evidencing payment of compounding fees as detailed below: Applicant M/s. NTL INDIA LI. :D SRN/ Date U U2494341/ dt: 02-04-26 Amount Paid (Rs.) 5,00,000 Mr. Durairaj Ramesh – Managing Director Dayanithi - Whole Mr. Bi Time Director Ms. Kavitha Subramanian, EX director U U2499145/ dt: 03-04-26 5,00,000 UU2497715/ dt: 03-04-26 5,00,000 5,00,000 20,00,000 UU2497800/ dt: 03-04-26 Total Therefore, the offences mentioned above stands compounded as against the above said four applicants and the compounding application is hereby allowed and disposed off Page 3 of 4

dt: 03-04-26 Total Therefore, the offences mentioned above stands compounded as against the above said four applicants and the compounding application is hereby allowed and disposed off Page 3 of 4

The Company is directed to give intimation to the Registrar of Companies concerned within 7 days from the date on which the offence is so compounded in compliance of Sub-Section (3)(b) of Section 441 of the Companies Act, 2013 and the company shall also file this order as per the provisions of Section 441 (4) read with Section 403 of the Companies Act, 2013 in eform No. 1NC-28 within 30 days from the date of receipt of this order. Dated at Chennai this the 27U1 day of April 2026. (M. JA/AKUMAR) REGIONAL DIRECTOR To

1. M/s. NTL INDIA LIMITED No 11/2 Muthial Reddy Street Alandur Saidapet, Kanchipuram, Alandur, Tamil Nadu - 600016.
2. Mr. Durairaj Ramesh - Managing Director Old No. 150, New No. 292 Bl 2nd Floor, Peters Road, Gopalapuram, Chennai - 600086.
3. Mr. Balakrishnan Dayanithi - Whole Time Director New No. 354, Old No. 219, 3-C, 2nd Floor, Jeypore Terrace Apartments, Lloyds Road, Gopalapuram, Chennai - 600086.
4. Ms. Kavitha Subramanian, EX - director 51-25/2, Guruvappa Street, Chintadripet, Anna Road, Chennai - 600002.
5. The Registrar of Companies, Chennai. Page 4 of 4