Directors Report of Noida Toll Bridge Company Ltd.

Mar 31, 2024

Your Directors are pleased to present the Twenty-Eighth Annual Report on the business and operations of the Company ("Noida Toll Bridge Company Limited" or "NTBCL") together with the Audited Financial Statements for the financial year ended March 31, 2024 ("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") FINANCIAL SUMMARY AND HIGHLIGHTS

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 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 Bridge (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 company with Equity Shares listed on the National Stock Exchange and the Bombay Stock Exchange in India.

A summary of your Company''s Financial Results for the Financial Year 2023-24 is as under:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31, 2023
Revenue from Operations	2083.56	2372.43	2083.56	2372.43
Other Income	312.43	309.40	312.99	310.41
Total Income	2395.99	2681.83	2396.55	2682.84
Total Expense	1721.65	2085.98	1707.65	2071.99
Earning before Interest and Depreciation (EBIDTA)	674.34	595.85	688.90	610.85
Depreciation	3853.89	4121.03	3854.00	4121.39
Finance Cost	0.78	2.33	0.79	2.36
Total Expenses including Depreciation and Finance Costs	5576.32	6209.34	5562.44	6195.74
Profit/(Loss) Before Tax	(3180.33)	(3527.51)	(3165.89)	(3512.90)
Tax Expense/(Income)	-	-	0.13	0.35
Profit/(Loss) After Tax	(3180.33)	(3527.51)	(3166.02)	(3513.25)

The Standalone Gross Revenue from operations for FY 2023-24 was Rs. 2083.56 lakhs (Previous Year: Rs. 2372.43 lakhs). Company generates its income primarily from advertisement, which is spread on both Delhi and Noida side. While the approval for advertisement on Noida side was available for complete year, the approval for advertising on Delhi side has been received in the month of December, 2023. The full year revenue captures the impact of revenue generated on Delhi side only for one quarter. The full impact of will be realised during FY 2024-25. For the year under consideration, the EBIDTA, despite loss of income has been slightly improved over previous year (FY 2023-24 Rs. 674.34, lakhs FY 2022-23 Rs. 595.85 lakhs). The loss for the year under review has narrowed down to 3180.33 lakhs against Rs. 3527.51 lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 2023-24 was Rs. 2083.56 lakhs (Previous Year: Rs. 2372.43 lakhs) owing to reasons explained above. The Consolidated loss of the Company has narrowed down to Rs. 3166.02 lakhs (Previous Year: Rs. 3513.25 lakhs).

The DND Flyway, also known as the Delhi-Noida Direct Flyway, is a crucial artery connecting Delhi and Noida. Since its inauguration, it has significantly reduced travel time between the two cities, 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.

DND Flyway, 20 years old 9.2 Km. road has been lying in disrepair of years due to paucity of funds. The Road was riddled with potholes at some places while it was uneven in certain areas. The Company has taken a significant step towards improving the DND Flyway by allocating approximately Rs. 6.00 Crore for immediate repairs and upgrades. This decision is aimed at enhancing the infrastructure and ensuring safety for the thousands of commuters who use this vital roadway daily. The planned repairs includes micro-surfacing, pothole filling, changes to signage and upgrading lighting systems. This comprehensive approach reflects NTBCL''s commitment to maintaining the road in the public interest and underscores the importance of infrastructure in urban development. This will help in preventing further deterioration of the road, guiding drivers accurately, reducing the risk of accidents, and ensuring a smoother flow of traffic.

The investment in these immediate repairs will have several direct benefits for the public. First and foremost, it will enhance safety by reducing the risk of accidents caused by poor road conditions, inadequate signage, and insufficient lighting. Improved road

conditions will also contribute to smoother traffic flow, reducing congestion and travel time. 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 supports the commercial activities between Delhi and Noida, facilitating the efficient movement of goods and services.

Hon''ble 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.

An appeal has been filed before Hon''ble Supreme Court of India seeking an Interim Stay on the said Judgment.

Based on legal opinion and the Board''s reliance on the provisions of the Concession agreement (relating to Compensation and other recourses), the Company is of the view that the underlying value of the Intangible and other assets are not impaired. The Company continues to maintain the Project Assets.

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.

Under the guidance and supervision of the new Board, a comprehensive review of the existing advertisement contract, which is the primary source of income for the Company, has been undertaken in previous year. Post the review and market survey a new tender for advertisement contract has been floated and awarded by the Company in the month of February, 2023. This contract was awarded at a significant premium compared to the outgoing contract. Post award of the contract, the advertisement activities on Noida side of the road network has started immediately. However, owing to certain delays in receiving approval for advertising on Delhi side which was beyond the control of Company, advertisement activities could only commence towards end of December, 2023.. The 4^th quarter income of the Company is the true representation of full earning potential under current circumstances.

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 Hon''ble 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, Hon''ble 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").

DIVIDEND

Due to accumulated losses of the Company from the previous years, your Directors express their inability to recommend any dividend for the year on equity shares. As your Company has been defaulting in servicing its debt obligations including payment of monthly interest for the period from May, 2018 to March, 2024. A Resolution Process is being implemented for IL&FS and its Group Companies including NTBCL in proceedings pending before the Hon''ble National Company Law Tribunal, Mumbai Bench and the Hon''ble 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.

Your Company is unable to pay dividend to equity shareholders until the satisfaction of all its dues. Considering the magnitude of loss incurred in the financial year, the Board does not recommend any dividend for the year ended March 31, 2024.

RESERVES

During the year under review, the Company has incurred a net loss of Rs. 31.80 Crores. As a result, the Company has not transferred any amount to the General Reserve for the Financial Year ended March 31, 2024.

DEBT REPAYMENT

In terms of an affidavit filed by the Ministry of Corporate Affairs with the Hon''ble National Company Law Appellate Tribunal (NCLAT) on May 21, 2019, the cut-off date of October 15, 2018 ("Cut-off date") was proposed. The Hon''ble 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 Hon''ble 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").

The Company has not made payment of monthly interest and quarterly repayment with regard to the Secured Term Loan ("Facility") from ICICI Bank Limited for the period May, 2018 to March 31, 2024, (the cut-off date for moratorium is w.e.f. October, 15, 2018). The total outstanding amount upto March 31, 2024, 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") (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, 2024, stood at Rs. 19.30 crores, including interest of Rs. 1.50 crores. The Company has provided the said interest upto October 15, 2018 (Cut-Off date") (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).

It may be noted that as on August 21, 2023, ICICI Bank, the secured creditor to the Company has filed an application with National Company Law Appellate Tribunal ("NCLAT") where they have sought permission to appropriate the Fixed Deposits and Current Account balances of the Company available with its other Bank. Next date of hearing is schedule for 03.09.2024.

OPERATIONS

Hon''ble 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 can''t 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 the toll plaza for collection of Entry Tax and Environment Compensation Charge by the Contractor appointed by South Delhi Municipal Corporation and Licence fee for use of space near DND for mobile towers.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31, 2024 stood at Rs. 186,19,50,020 divided into 18,61,95,002 of Rs. 10/- each. There was no change in the paid-up 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, 2024, 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 an integral part of this 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.

RELATED PARTY TRANSACTIONS

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 arm''s 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 of the Act is part of this 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 Company''s 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 OR INVESTMENTS UNDER SECTION 186

Your Company is into the business of providing Infrastructure Facilities. Accordingly, the provisions of Section 186 pertaining to providing Loan or Guarantee to other corporate are exempted. All information regarding Loans, Guarantees and Investments are mentioned in the notes to Financial Statements for FY 2023-24 which are self-explanatory.

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 to the Financial Statements as Annexure-I. The separate audited Financial Statements in respect of each of the said Subsidiary Company shall be kept open for inspection 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 2023-24.

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 Company''s website and can be accessed at www.ntbcl.com.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Rakesh Chatterjee, 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. Rakesh Chatterjee has also been provided therein.

During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee, appointed Ms. Jayashree Ramaswamy 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 October 5, 2023, and reappointed as Nominee Director by the Shareholders through Postal Ballot with effect from December 28, 2023.

Mr. Dilip Lalchand Bhatia, Nominee Director of the Company, had resigned from the office of Directorship of the Company with effect from September 21, 2023 due to his personal reasons and work constraints. Your Directors place on record their sincere appreciation of the contribution made by him to the growth of the Company.

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, Executive Director, Mr. Amit Agrawal, Chief Financial Officer and Mr. Gagan Singhal, Company Secretary are the Key Managerial Personnel of the Company.

The Board of Directors on recommendation of the Nomination and Remuneration Committee, appointed Mr. Amit Agrawal as Chief Financial Officer (KMP) of the Company in accordance with Section 203 of the Act, with effect from August 9, 2024.

Mr. Rajiv Jain, Chief Financial Officer of the Company, had resigned from the office of CFO of the Company with effect from June 30, 2024 due to constraints. Your Directors place on record their sincere appreciation of the contribution made by him to the growth of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2024, 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 as at March 31, 2024 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 annual accounts have been prepared 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 6 (six) times i.e. May 24, 2023, August 14, 2023, August 29, 2023, November 9, 2023, February 14, 2024, and March 22, 2024. The attendance, along with such other details as required, of each of the Directors is mentioned in the Corporate Governance Report section of this 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 2023-24 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, 2024:

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 at the Meetings are provided in the Corporate Governance Report forming part of this Annual Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015, the Board has initiated the process of annual performance evaluation of the Board and Committees.

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 Hon''ble 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 2023-24. 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 read with Schedule V of the Listing Regulations is provided in a separate section and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance practices followed by the Company, along with a certificate from practicing Company Secretaries on compliance with the provisions of Corporate Governance is annexed to this 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.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014 the draft Annual Return of the Company in Form MGT-7 for FY 202324 has been placed on the Company''s website and can be accessed at www.ntbcl.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Income Tax Matters

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.

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).

The Income Tax Department has, in earlier years, raised a demand of Rs.1,340.03 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.

On April 21, 2022, the Company has filed an application for early hearing of the appeals pending before Hon''ble ITAT, in respect of Assessment Years 2006-07 to 2014-15. Subsequently, the matter was listed for hearing on May 6, 2022, July 21, 2022, October 20, 2022, January 25, 2023 and March 25, 2023.

The Company on June 5, 2023 requested the Hon''ble 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 Hon''ble 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, for pending appeals pertaining to Assessment Years 201213 to 2014-15 the appeal on merit matter was partially heard on May 13, 2024 and was posted for hearing on May 21, 2024. The matter has been fully heard and orders are reserved. Further, in respect of the appeals on Stay & penalty imposed for AYs 201213 to 2014-15, an application for early hearing was filed before the Hon''ble ITAT on March 12, 2024. The matter in respect of AYs 2006-07 to 2011-12 was argued on May 16, 2024 and ITAT basis its Order dated August 08, 2024 deleted the penalty levied and the Stay Application was also dismissed as infructuous. Further, penalty appeals and stay applications for AYs 2012-13, 2013-14 and 2014-15 stand adjourned to September 4, 2024.

Name of the Statute	Nature of the dues	Amount (Rs. in Lakh)	Period to which theamount relates	Forum where dispute is pending
Income Tax Act	Income Tax	10,181.75*	AY 2007-08	ITAT, Delhi
Income Tax Act	Income Tax	12,973.83*	AY 2008-09	ITAT, Delhi
Income Tax Act	Income Tax	14,190.24	AY 2009-10	ITAT, Delhi
Income Tax Act	Income Tax	15,109.81	AY 2010-11	ITAT, Delhi
Income Tax Act	Income Tax	15,865.45	AY 2011-12	ITAT, Delhi
Income Tax Act	Income Tax	17,588.74*	AY 2012-13	ITAT, Delhi
Income Tax Act	Income Tax	18,936.55*	AY 2013-14	ITAT, Delhi
Income Tax Act	Income Tax	29,156.23	AY 2014-15	ITAT, Delhi
Income Tax Act	Income Tax	10,89,330.52	AY 2006-07 to AY 2014-15	ITAT, Delhi
Income Tax Act	Income Tax (Penalty)	10,89,330.52	AY 2006-07 to AY 2014-15	ITAT, Delhi
Income Tax Act	Income Tax	35,700.33	AY 2016-17	CIT (Appeals), Delhi
Income Tax Act	Income Tax	38,348.50	AY 2017-18	CIT (Appeals), Delhi
Income Tax Act	Income Tax	4,621.52	AY 2018-19	CIT (Appeals), Delhi
Finance Act	Service Tax	31.00	February 2016 toMarch 2017	Commissioner ofCentral Tax (Appeals) NOIDA

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 Hon''ble 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 Hon''ble Supreme Court of India ("SC") by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon''ble 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.

During the year under review, the matter was heard on July 27, 2023 and has been fixed for September 5, 2023. In the meanwhile, the Hon''ble Supreme Court has requested the Learned Additional Solicitor General of India to examine the report submitted by the CAG and assist the Hon''ble 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 Hon''ble 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 next date of hearing is 13.08.2024

Arbitration Matters - New Okhla Industrial Development Authority

The Judgment of the Hon''ble 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 Hon''ble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the Arbitrator on NOIDA''s behalf. The Arbitral Panel comprising of Mr. Justice (Retd.) Satya Brata Sinha and Mr. Justice (Retd.) Vikramjit Sen and Hon''ble 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 Company''s 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 Hon''ble Supreme Court (SC) seeking a stay on the arbitral proceedings and the stay of the interim award dated August 10, 2018 (rejecting NOIDA''s 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.

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 Hon''ble 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 Claimant''s 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 Hon''ble 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 Hon''ble Supreme Court against the Order dated November 28, 2023 passed by Hon''ble Delhi High Court in favour of the NTBCL. On April 08, 2024 the Hon''ble Supreme Court declined to interfere with the impugned Order of the Hon''ble Delhi High Court and accordingly the SLP filed by erstwhile License was dismissed.

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 Hon''ble 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, Hon''ble 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 ITNL''s 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 ITNL''s entire equity stake in NTBCL. Further, the New Board of IL&FS, vide circular resolution dated February 19, 2023 approved divestment of ITNL''s 49% equity stake in ITMSL along with sale of ITNL''s 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.

AUDITORS AND REPORT OF THE AUDITORS

(a) Statutory Auditors

Messrs N. M. Raiji & Co., Chartered Accountants (ICAI FRN 108296W) were appointed as Statutory Auditors of the Company for a period 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 at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Statutory Auditors'' Report forms part of the Annual Report. The Statutory Auditor''s 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 Auditor''s 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 2023-24.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s Kumar Wadhwa & Co., Company Secretaries (C. P. No. 7027) to undertake the Secretarial Audit of the Company and its Material Subsidiary for the FY 2023-24. The Secretarial Audit Report is annexed as Annexure-V and forms an integral part of this Report. The Secretarial Auditor has not expressed any qualification 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 2023-24, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on February 14, 2024 has appointed M/s Kumar Wadhwa & Co., Company Secretaries, (ICSI unique code - P2014DE036600) as the Secretarial Auditor for FY 2023-24.

M/s Kumar Wadhwa & Co. observed the followings:

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 nonappointment of Independent Directors and Woman Director 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. 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 Company''s 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. 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.

REPORTING OF FRAUDS

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.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy provides details for direct access to the Chairman of the Audit Committee. The policy has been posted on the website of the Company at www.ntbcl.com.

The Company has not received any complaints under this policy during the year under review.

MANAGERIAL REMUNERATION POLICY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of Listing Regulations, 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 2023-24.

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 an integral part of this Report. The Policy has been uploaded on Company''s website at www.ntbcl.com.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees either permanent, temporary or contractual are covered under this policy. The said policy has been circulated to all employees of the Company for their information. An Internal Complaint Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, there were no cases were reported to the Board under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 REPORT

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

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.

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.

OTHER STATUTORY 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 an integral 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 Act 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, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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, 2023 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 Company''s objectives, projections, estimates, expectations or predictions may be "forwardlooking 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 Company''s 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, 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 9, 2024

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Mar 31, 2023

Your Directors are pleased to present the Twenty-Seventh Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2023 (“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. 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 Bridge (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 company with Equity Shares listed on the National Stock Exchange and the Bombay Stock Exchange in India.

Particulars	Standalone		Consolidated
	March 31,2023	March 31,2022	March 31,2023	March 31,2022
Revenue from Operations	2372.43	1613.68	2372.43	1613.68
Other Income	309.40	108.91	310.41	109.51
Total Income	2681.83	1722.59	2682.84	1723.19
Total Expenses including Depreciation and Finance Costs	6209.34	5869.18	6195.74	5838.10
Profit/(Loss) Before Tax	(3527.51)	(4146.59)	(3512.90)	(4114.91)
Tax Expense/(Income)	-	-	0.35	-
Profit/(Loss) After Tax	(3527.51)	(4146.59)	(3513.25)	(4114.91)

The Standalone Gross Revenue from operations for FY 202223 was Rs. 2372.43 lakhs (Previous Year: Rs. 1613.68 lakhs), registering an increase of 47.02%. This sharp increase is attributable to a reduced income of previous year on account of Covid induced lockdown. The Company has incurred a loss of Rs. 3527.51 lakhs against Rs. 4146.59 lakhs reported in the Previous Year.

The Consolidated Gross Revenue from operations for FY 202223 was Rs. 2372.43 lakhs (Previous Year: Rs. 1613.68 lakhs), registering an increase of 47.02%. The Consolidated loss of the Company is Rs. 3513.25 lakhs (Previous Year: Rs. 4114.91 lakhs).

Hon’ble 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.

An appeal has been filed before Hon’ble Supreme Court of India seeking an Interim Stay on the said Judgment.

Based on legal opinion and the Board’s reliance on the provisions of the Concession agreement (relating to

Compensation and other recourses), the Company is of the view that the underlying value of the Intangible and other assets are not impaired. The Company continues to maintain the Project Assets.

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.

Under the supervision of the new Board, a comprehensive review of the existing advertisement contract has been undertaken. Post the review and market survey a new tender for advertisement contact has been floated and awarded by the Company in Feb-23. Directors are pleased to advise that the new contract has been awarded at a significant premium compared to the previous contract. Once all the necessary approvals in the matter will be in place, the income of Company will increase accordingly.

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 Hon’ble 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, Hon’ble 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”).

DIVIDEND

Due to accumu lated losses of the Company from the previous years, your Directors express their inability to recommend any dividend for the year on Equity Share. As your Company has been defaulting in servicing its debt obligations including payment of monthly interest for the period from May, 2018 to March, 2023. A Resolution Process is being implemented for IL&FS and its Group Companies including NTBCL in proceedings pending before the Hon’ble National Company Law Tribunal, Mumbai Bench and the Hon’ble 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.

Your Company is unable to pay dividend to equity shareholders until the satisfaction of all its dues. Considering the magnitude of loss incurred in the financial year, the Board does not recommend any dividend for the year ended March 31,2023.

RESERVES

During the year under review, the Company has incurred a net loss of Rs. 35.28 Crores. As a result, the Company has not transferred any amount to the General Reserve for the Financial Year ended March 31,2023.

DEBT REPAYMENT

In terms of an affidavit filed by the Ministry of Corporate Affairs with the Hon’ble National Company Law Appellate Tribunal (NCLAT) on May 21, 2019, the cut-off date of October 15, 2018 (“Cut-off date”) was proposed. The Hon’ble 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 Hon’ble 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”).

The Company has not made payment of monthly interest and quarterly repayment with regard to the Secured Term Loan (“Facility”) from ICICI Bank Limited for the period May, 2018 to March 31, 2023, (the cut-off date for moratorium is w.e.f. October, 15, 2018). The total outstanding amount upto March 31,2023, 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”) (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, 2023, stood at Rs. 19.30 crores, including interest of Rs. 1.50 crores. The Company has provided the said interest upto October 15, 2018 (Cut-Off date”) (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).

It may be noted that as on August 21,2023, ICICI Bank, the secured creditor to the Company has filed an application with National Company Law Appellate Tribunal (“NCLAT”) where they have sought permission to appropriate the Fixed Deposits and Current Account balances of the Company available with its other Bank.

OPERATIONS

Hon’ble 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 can’t 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 the toll plaza for collection of Entry Tax and Environment Compensation Charge by the Contractor appointed by South Delhi Municipal Corporation and Licence fee for use of space near DND for mobile towers.

SHARE CAPITAL

The paid-up Equity Share Capital as at March 31,2023 stood at Rs. 186,19,50,020 divided into 18,61,95,002 of Rs. 10/-each. There was no change in the paid-up 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 31,2023, 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 an integral part of this 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.

RELATED PARTY TRANSACTIONS

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 arm’s 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 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 of the Act is part of this 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 T ransactions has been uploaded

in the Investor section of the Company’s 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 OR INVESTMENTS UNDER SECTION 186

Your Company is into the business of providing Infrastructure Facilities. Accordingly, the provisions of Section 186 pertaining to providing Loan or Guarantee to other corporate are exempted. All information regarding Loans, Guarantees and Investments are mentioned in the notes to Financial Statements for FY 2022-23 which are self-explanatory.

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 to the Financial Statements as Annexure-I. The separate Audited Financial Statements in respect of each of the said Subsidiary Company shall be kept open for inspection 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 2022-23.

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 Company’s website and can be accessed at www.ntbcl.com

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company’s Articles of Association, Mr. Manish Kumar Agarwal, 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. Manish Kumar

Agarwal has also been provided therein.

During the year under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee appointed/re-designated Mr. Dheeraj Kumar as Executive Director on the Board of Directors of the Company in accordance with Section 161 of the Act, with effect from December 5, 2022, with the approval of shareholders at their Meeting through postal ballot.

Brief profile of Mr. Dheeraj Kumar has been given in the profile section of Director in the Annual Report.

Mr. Chandra Shekhar Rajan, Nominee Director of the Company, had resigned from the office of Directorship of the Company with effect from October 2, 2022 due to his personal reasons and work constraints. Your Directors place on record their sincere appreciation of the contribution made by him to the growth of the Company.

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 and Women 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, Executive Director, Mr. Rajiv Jain, Chief Financial Officer and Mr. Gagan Singhal, Company Secretary are the Key Managerial Personnel of the Company.

During the year under review, the Board of Directors, on recommendation of the Nomination and Remuneration Committee, appointed/re-designated Mr. Rajiv Jain as Chief Financial Officer, Mr. Dheeraj Kumar as Executive Director on the Board of Directors of the Company, with effect from December 5, 2022, with the approval of shareholders at their

Meeting through postal ballot. Mr. Amit Agrawal ceased to be Chief Financial Officer w.e.f. December 5, 2022.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirms that:

(i) in the preparation of the Annual Accounts for the year ended March 31, 2023, 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 as at March 31,2023 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 annual accounts have been prepared 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 6 (six) times i.e. May 30, 2022, August 10, 2022, November 14, 2022, December 5, 2022, February 9, 2023 and February 14, 2023. The attendance, along with such other details as required, of each of the Directors is mentioned in the Corporate Governance Report section of this 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 2022-23 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 31,2023:

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 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 Hon’ble 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, th e process of Board evaluation would anyway be redundant due to non-applicability of relevant provisions of the Companies Act, 2O13 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 2022-23. 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 read with Schedule V of the Listing Regulations is provided in a separate section and forms an integral part of this Report.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance practices followed by the Company, along with a certificate from practicing Company Secretaries on compliance with the provisions of Corporate Governance is annexed to this 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.

ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules,

2014 the draft Annual Return of the Company in Form MGT-7 for FY 2022-23 has been placed on the Company’s website and can be accessed at www.ntbcl.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Income Tax Matters

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.

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).

The Income Tax Department has, in earlier years, raised a demand of Rs.1,340.03 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.

On April 21, 2022, the Company has filed an application for early hearing of the appeals pending before Hon’ble ITAT, in respect of Assessment Years 2006-07 to 2014-15. Subsequently, the matter was listed for hearing on May 6, 2022, July 21,2022, October 20, 2022, January 25, 2023 and March 25, 2023.

The Company on June 5, 2023 requested the Hon’ble 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 Hon’ble 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, appoximately 72% of the total Demand of Rs. 23,127/- crores has been addressed by means of the ITAT Order dated August 8, 2023. For pending appeals pertaining to Assessment Years 2012-13 to 2014-15, the next date of hearing has been fixed as October 11,2023.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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 Hon’ble 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 Hon’ble Supreme Court of India (“SC”) by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon’ble 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. The matter was taken up

for hearing on 18.11.2020, on which date it was posted for 3^rd week of January, 2021. Subsequently, the matter was listed on 20.01.2021, on that day the court directed that it would be listed for hearing on 16.03.2021. However, the matter was not taken up for hearing on that date. Subsequently, the matter was listed on 15.04.2021, however, on account of paucity of time the matter couldn’t be taken up by the Hon’ble Court.

Further the Company has filed a letter of urgency/ Mentioning on July 8, 2021, Senior Counsel Mr. Siddharth Bhatnagar appeared before the mentioning Bench on July 26, 2021 and the Hon’ble Supreme Court has agreed to list the matter on August 10, 2021 with the directions that the referred matter should not be deleted from the Cause list. On 08.09.2021, the matter was posted to 26.10.2021, however it was not taken up by the court on that date due to paucity of time.

The SLP No. 33403/2016 was thereafter listed for hearing on

09.11.2021.19.01.2022, 29.03.2022, 10.05.2022, 23.08.2022,

18.10.2022, 02.11.2022 and 10.01.2023, but hearing could not take place.

Subsequently, the matter was heard on July 27, 2023 and has been fixed for September 5, 2023. In the meanwhile, the Hon’ble Supreme Court has requested the Learned Additional Solicitor General of India to examine the report submitted by the CAG and assist the Hon’ble Supreme Court on the said fixed date.

Arbitration Matters - New Okhla Industrial Development Authority

The Judgment of the Hon’ble 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 Hon’ble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the Arbitrator on NOIDA’s behalf. The Arbitral Panel comprising of Mr. Justice (Retd.) Satya Brata Sinha and Mr. Justice (Retd.) Vikramjit Sen and Hon’ble 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 Company’s 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 Hon’ble Supreme Court (SC) seeking a stay on the arbitral proceedings and the stay of the interim award dated August 10, 2018 (rejecting NOIDA’s Section 16 application) passed by the Arbitral Tribunal.

The matter was heard by the SC on March 5, 2019. The SC had issued a notice on the interim application filed by NOIDA seeking to stay the ongoing arbitration proceedings between the Company, IL&FS and NOIDA during the pendency of the subject SLP before the SC. On the hearing on March 25, 2019, the SC had directed that the Interlocutory Application (IA) filed by NOIDA in the NTBCL’s SLP be placed and taken up with the SLP Filed by NOIDA in relation to the Delhi HC Order and be heard together with the same. The IA had therefore been directed to be listed with the said SLP (Diary Number 10503 of 2019). 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.

Subsequently, on 31.01.2020, an interim application seeking vacation of stay, being I.A. No. 19850/2020, was filed on behalf of NTBCL before the Hon’ble Supreme Court of India, and was also mentioned on 16.03.2020 before the Learned Registrar (Mentioning), however, in view of the outbreak of COVID-19 (Corona Virus), only matters of grave urgency were being listed before the Hon’ble Court.

Further the Company has filed a letter of urgency/ Mentioning on July 8, 2021 seeking vacation of Interim Stay granted by Order dated 12.04.2019 being I.A 77337/2021 wherein it was outline that the bridge which has been in operation for 21 years and is in dire need for essential major maintenance for relaying its surface and associated civil works, approximate estimated cost of Rs. 100.25 crores. Accordingly, Senior Counsel Mr.

Siddharth Bhatnagar appeared before the mentioning Bench on July 26, 2021 and the Hon’ble Supreme Court has agreed to list the matter on August 10, 2021 with the directions that the referred matter should not be deleted from the Cause list.

On 08.09.2021, the matter was posted to 26.10.2021, however it was not taken up by the court on that date due to paucity of time.

On 28.10.2021, the SLP No. 33403/2016 alongwith the I.A. No. 77337/2021 was mentioned to be heard urgently, and the full matter be also heard expeditiously. The Hon’ble Court indicated that it will take up the matter post-Diwali vacations, and since the matter was tentatively showing as being listed on 09.11.2021, the Hon’ble Court directed that it will not be deleted from the list of matters for 09.11.2021.

Reconstitution/Change in Arbitral Panel:

On account of the sad demise of Justice (Retd.) S. B. Sinha on March 19, 2019, the NOIDA had nominated Justice (Retd.) G. P. Mathur to replace late Justice (Retd.) S.B. Sinha and the Arbitration Tribunal had been re-constituted on April 25, 2019. Due to reconstitution of the T ribunal the following revised schedule of hearing was decided by the Arbitration Tribunal:

Date	Purpose
Sept 4/5/6/7, 2019	For recording Cross-Examination on the two witnesses
Oct 14/15/16/17, 2019	Final hearing submissions for the two Claimants, not exceeding 2 days each
Nov 4/5/6/7, 2019	Submissions for the Respondent followed by Rejoinder Submissions

On August 24, 2021, the Company was informed through email from Justice Mr. R C Lahoti (Retd), the presiding arbitrator in the arbitration, whereby he has withdrawn himself from the office of the presiding arbitrator w.e.f. August 23, 2021.

Arbitration Matter - M/s NAKS Creators and M/s Anant Solutions

The Company has terminated the contract with its erstwhile Licensee M/s Naks Creators 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 Hon’ble 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 Claimant’s 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 Hon’ble 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 T ribunal was not inclined to stay the said encashment.

Other applications filed/proceedings initiated by Company before Hon’ble Supreme Court qua the Arbitration Proceedings and/or seeking interim operational reliefs

On October 4, 2021 the Company filed an I.A. No. 129188 of 2021 seeking direction for status quo to be maintained with respect to display of outdoor advertisement along the DND Flyway and preclude them for taking coercive action to remove/ adversely affect the advertisement. On 28.10.2021, the SLP No. 33403/2016 along with the I.A. No. 129188/2021 (against illegal action of NOIDA on demounting of display) was mentioned to be heard urgently, and the full matter be also heard expeditiously. The Hon’ble Court indicated that it will take up the matter post-Diwali vacations, and since the matter was tentatively showing as being listed on 09.11.2021, the Hon’ble Court directed that it will not be deleted from the list of matters for 09.11.2021.

Subsequently, on 19.01.2022, I.A. No. 129188/2021 was disposed off by the Hon’ble Court with the direction that the applicant/ NTBCL shall be permitted to put up outdoor advertisements on payment of Rs. 125/- per square feet per month in advance subject to the outcome of the SLP.

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 Hon’ble 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, Hon’ble 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”).

AUDITORS AND REPORT OF THE AUDITORS

(a) Statutory Auditors

Messrs N. M. Raiji & Co., Chartered Accountants (ICAI FRN 108296W) were appointed as Statutory Auditors of the Company for a period 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 at a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Statutory Auditors’ Report forms part of the Annual Report. The Statutory Auditor’s 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 Auditor’s 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 2022-23.

(c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s Kumar Wadhwa & Co., Company Secretaries (C. P. No. 7027) to undertake the Secretarial Audit of the Company and its Material Subsidiary for the FY 2022-23. The Secretarial Audit Report is annexed as Annexure-V and forms an integral part of this Report. The Secretarial Auditor has not expressed any qualification 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 202223, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on February 14, 2023 has appointed M/s Kumar Wadhwa & Co., Company Secretaries, (ICSI unique code-P2014DE036600) as the Secretarial Auditor for FY 202223.

M/s Kumar Wadhwa & Co. observed the followings:

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 and Woman Director.

The constitution of Board of Directors of the Company was not in conformity with the provisions of the Companies Act and Listing Regulations. 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 Company’s 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.

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.

REPORTING OF FRAUDS

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.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy provides details for direct access to the Chairman of the Audit Committee. The policy has been posted on the website of the Company at www.ntbcl.com.

The Company has not received any complaints under this policy during the year under review.

MANAGERIAL REMUNERATION POLICY

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of Listing Regulations, 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 2022-23.

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 an integral part of this Report. The Policy has been uploaded on Company’s website at www.ntbcl.com.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

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

In compliance of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees either permanent, temporary or contractual are covered under this policy. The said policy has been circulated to all employees of the Company for their information. An Internal Complaint Committee (ICC) has been set up in compliance with the POSH Act. During the year under review, there were no cases were reported to the Board under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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 REPORT

The Business Responsibility Report as required by Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

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.

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.

OTHER STATUTORY 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 an integral 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 [e-mail]. 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 Act 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, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31,2023 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 Company’s 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 Company’s 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 and various regulatory 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 29, 2023

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Mar 31, 2018

DIRECTORS' REPORT

Your Directors have pleasure in presenting the 22nd Annual Report along with the Audited Accounts for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

Â	Â	(Rs. Million)
Particulars	Year Ended 31-Mar-18	Year Ended 31-Mar-17
Income from Operations	162.77	820.58
Other Income	12.39	28.61
Operating and Administration	255.33	383.51
Expenses	Â	Â
Profit/ (Loss) Before Interest	(80.17)	465.68
and Depreciation/Amortisation	Â	Â
& tax	Â	Â
Interest and Finance Charges	70.01	58.67
Depreciation /Amortization	422.16	378.75
Tax Expenses	5.27	11.97
Net Profit / (Loss) carried to	(577.61)	16.30
Balance Sheet	Â	Â
Balance Brought forward	1366.47	1,686.33
Amount available for	788.86	1,702.63
appropriation	Â	Â
APPROPRIATIONS	-	Â
Dividend	-	279.30
Dividend Distribution Tax	-	56.86
Profit carried to Balance Sheet	788.86	1,366.47

The Company adopted Indian Accounting Standard ("Ind AS") from April 1, 2016 and accordingly the financial results have been prepared in accordance with the recognition and measurement principles stated therein, prescribed under Section 133 of the Companies Act 2013 ("hereinafter referred to as "the Act") read with the relevant rules issued there under and the other accounting principles generally accepted in India. Financial results for all the periods during FY 2017-18 have been prepared in accordance with the recognition and measurement principles of Ind AS. The date of transition to Ind AS is April 1, 2015.

The Income from Operations, for Financial Year (FY) 2018 has decreased over the previous FY by Rs/ 657.81 mn and the Company has incurred a loss of Rs 577.61 mn for FY 2018 as compared to profit after tax of Rs. 16.30 mn for the previous FY. The reduction is primarily on account of non-collection of the user fee pursuant to the Hon'ble High Court of Allahabad 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) wherein the Hon'ble High Court of Allahabad held 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. However, the Company continues to fulfill its obligations as per the Concession Agreement, including maintenance of Project Assets.

The non-toll revenue during FY 2017-18 is Rs. 162.77 mn as compared to Rs. 143.61 mn for FY 2016-17 which is an increase Of 13.34%.

DIVIDEND AND RESERVES

Due to losses, your Directors are not recommending any dividend for the FY 2017-18 to the Shareholders.

During the year under review, no amount was transferred to General Reserve.

DEBT REPAYMENT

The Company has repaid Secured Term Loan from the Bank amounting to Rs. 97.46 million during the FY 2017-18 in accordance with scheduled repayment terms. During the FY 2017-18, the Company has drawn down an unsecured loan of Rs. 187.10 million from the body corporate and repaid the unsecured loan of Rs. 24.16 million to the body corporate.

OPERATIONS

The Automatic Vehicle Classification Systems installed at the toll plaza were made in-operational post suspension of collection of user charges from the users of DND Flyway and hence, traffic data on the DND Flyway for FY 2017-18 is not available. However, between January 2018 to March, 2018, the Company had undertaken a traffic count on DND Flyway and Mayur Vihar link using videography. The average daily traffic count on DND Flyway and Mayur Vihar link was approximately 2,20,000, which is 76.89% growth over the average total daily traffic preceding the suspension of toll in October 2016. The increase in traffic has led to congestion on DND Flyway as the ingress/egress roads at both the Delhi and Noida end are not able to cope with the continuous throughput. The Company has deployed adequate number of traffic marshals to manage and regulate the traffic during peak hours. Due to greater than normal growth in traffic there is accelerated wear and tear of the road surface and some sections of both DND Flyway and Mayur Vihar Link Road will require repairs post monsoon.

Presently, your Company is generating revenue mainly from outdoor advertising on DND Flyway, and rent for use of the toll plaza for collection of Entry Tax and Environment Compensation Charge by the Contractor appointed by South Delhi Municipal Corporation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2017, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2018 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report. A statement containing salient features of the financial statement of subsidiaries/associate companies in the prescribed Form AOC -1 is annexed to this Report as Annexure 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Pradeep Puri, Executive Vice Chairman had resigned from the office of Executive Vice Chairman of the Company effective from closing business hours on December 31, 2017 and is continuing as a Non-Executive Director of the Company with effect from January 1, 2018.

Mr Piyush Mankad - an Independent Director had resigned from the Directorship of the Company with effect from March 25, 2018. Your Directors place on records sincere appreciation of the contribution made by him to the growth of the Company.

The Board of Directors has re-designated and appointed Mrs Namita Pradhan (a Non-Executive Director), as an Independent Director of the Company with effect from May 10, 2018, subject to shareholders approval being obtained at this Annual General Meeting.

In accordance with the provisions of Section 152 of the Act, Mr Pradeep Puri - Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Act.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act, and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). 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.

Pursuant to the provisions of the Act, and the Corporate

Governance requirements as prescribed by Listing Regulations, the Company has devised a Policy for performance evaluation of all the Independent Directors, Board and Committees of Directors, both executive and non-executive. A structured questionnaire was prepared, covering various aspects of the Board's functioning, execution and performance of duties, obligations and governance. An evaluation of performance for FY 2017-18 has been conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Ms Pooja Agarwal had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from June 1, 2017. The Board at its Meeting held on May 16, 2017 appointed Mr Dhiraj Gera as the Company Secretary and Compliance Officer of the Company with effect from June 1, 2017, in terms of the provisions of Section 203 of the Act read with Rules made there under and applicable Listing Regulations.

Pursuant to the provisions of Section 203 of the Act, Mr Ajai Mathur, Managing Director, Mr Dhiraj Gera, Company Secretary and Mr. Rajiv Jain, Chief Financial Officer, are Key Managerial Personnel of the Company.

The following policies of the Company are annexed to this Report:

1. Selection Criteria for Independent Directors of the Company along with the Criteria for Independence (Annexure 2)

2. Remuneration policy for Directors, Key Managerial Personnel and other employees (Annexure 3)

The above policies can also be accessed on the website of the Company in the investor information section on www.ntbcl. com

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met six times during the year under review. Details on the Meetings form part of the Corporate Governance Report.

AUDIT COMMITTEE

As per the provisions of the Act and the Listing Regulations, the Audit Committee of Directors comprises 6 Directors out of which 4 are Independent. The Independent Directors on the Committee are; Mr. R.K. Bhargava (Chairman), Dr. Sanat Kaul, Mr. Deepak Premnarayen and Mrs Namita Pradhan. The other Members are Mr. Pradeep Puri, Non-Executive Director and Mr. Ajai Mathur, Managing Director. Mrs Namita Pradhan was inducted on the Committee with effect from May 10, 2018 in place of Mr Piyush Mankad.

All recommendations made by the Audit Committee were accepted by the Board.

Detailed composition of the Committee along with information on the meetings held and attended, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower/Vigil Mechanism Policy, to report genuine concerns or grievances concerning instances of unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct and Business Ethics Policy. The Policy can be accessed on the website of the Company in the investor information section on www.ntbcl. com

The Company has not received any complaints under this policy during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti Sexual Harassment Policy, in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received, regarding sexual harassment. All employees of the Company and its subsidiary (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Act, the Company's Corporate Social Responsibility Committee (CSR Committee) presently consists of three Directors, out of which two are Independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Member is Mr. K. Ramchand, Non-Executive Director. Details of the Committee along with information on the meetings held and attended are given in the Corporate Governance Report. The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed in the investor information section on the Company's website at www.ntbcl. com. An Annual Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 to this Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Being an Infrastructure Company, provisions of Section 186 of the Act are not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm's length basis and in the ordinary course of business. The Company has not entered into any "material" Related Party Transactions during the year. Accordingly, the provisions of Section 188 of the Act are not attracted and disclosure in form AOC-2 is not required to be given. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has a Related Party Transaction framework. The policy on Related Party Transactions has been uploaded in the investor section of the Company's 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. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company had received aggregate demand of Rs. 1343.31 crores from the Income Tax Department for the Assessment Years 2007-08 to 2014-15. 95% of the total tax demand is on account of designated returns and revenue subsidy. The Company had deposited Rs 23.55 crores against the outstanding demand and also filed an appeal with the Commissioner of Income Tax (Appeals), Noida. Pursuant to the shifting of the Registered Office of the Company from Noida to Delhi, the jurisdiction of the Company had shifted from the State of Uttar Pradesh to the State of New Delhi. Accordingly, the Company filed an application for extension on stay of demand with the Competent Authority in the Income Tax Department which were rejected by them. In this regard, your Company has filed two separate writ petitions before the Hon'ble Delhi High Court on March 22,2018, seeking extension of stay of demand for AY 2007-08,2008-09,2012-13 and 2013-14 and for AY 2009-10,2010-11, 2011-12 and 2014-15. On April 9, 2018, the order was passed by the Hon'ble Delhi High Court wherein stay was granted against the order for Assessment Year 2007-08, 2008-09, 2012-13, and 2013-14 till July 23, 2018 and issued notice

to Income Tax Department to file counter affidavit. Further, the Court directed the Income Tax Department to dispose off the pending stay application for AYs 2009-10, 2010-11, 2011-12 and 2014-15. Additionally, the Hon'ble Delhi High Court also asked the Commissioner of Income Tax (Appeals) to pass the orders in pending appeals at an earliest.

On April 25, 2018, the Company received the combined order from Commissioner of Income Tax (Appeals), Noida for all the pending appeals upholding the demand and with the penalty notice under Income Tax Act, 1961. The Company has sought adjournment of the same by three weeks. Consequent upon the receipt of the order from Commissioner of Income Tax (Appeals), Noida, the Company has sought legal advise and is in process of filing an appeal with the next Appellate Authority within the permitted time allowed. Subsequently, the stay of demand application along with the request for early hearing will also be filled before next Appellate Authority.

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 Hon'ble 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 fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets.

The Company had challenged the High Court Judgment before the Hon'ble Supreme Court ("SC") of India by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon'ble 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. On August 11, 2017, the Supreme Court, instructed that copy of full CAG report be provided to the Company. 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 matter was listed for hearing on April 3,

2018, wherein the Legal Counsel of NTBCL raised the issue of whether the Allahabad HC had the jurisdiction to interfere and remove two provisions from a concluded and part performed commercial contract under a PIL. The SC bench directed that the matter be listed in the month of July 2018 for hearing on merits and the CAG Report be kept in a sealed cover and

need not be provided to the Respondents in the case. The Company, through its senior counsel, will seek a date for hearing in early July 2018.

The Judgment of the Hon'ble HC of Allahabad had constituted a Change in Law as per the Concession Agreement, which obligates New Okhla Industrial Development Authority ("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 Hon'ble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the arbitrator on NOIDA's behalf. The Arbitral Panel comprising of Mr Justice (Retd.) Satya Brata Sinha and Mr Justice (Retd) Vikramjit Sen and Hon'ble 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, Infrastructure Leasing & Financial Services Ltd ("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. At the second hearing on March 27, 2018, the Arbitral Tribunal directed the next hearing on May 19, 2018, if the Statement of Claims filed by the Company and IL&FS are to be treated as two Arbitrations and also asked the Company and IL&FS to file their reply to NOIDA's application under Section 16 within 3 weeks. 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. At the third hearing on May 19, 2018, the Arbitral Tribunal heard the arguments of the legal counsel of NOIDA in respect

of their application under Section 16. As the arguments could not be concluded, the Arbitral Tribunal will decide on a date for the next hearing to continue with the arguments.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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, 2018 and the date of this report.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has neither earned nor spent any foreign exchange during the year under review. The Company is also in the process of setting up a solar power generation system for its captive use.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a Report on Corporate Governance practices followed by the Company along with a certificate from practising company secretaries on compliance with the provisions of Corporate Governance is annexed to this Report.

RISK MANAGEMENT

The Company has carried out a detailed exercise at the operational as well as the corporate/strategic level, to identify and categorize risks with business and functional heads. A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015. Risk procedures are periodically reviewed to ensure control on risks through properly defined framework.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. The Company's internal control system is commensurate with its size, scale and complexity of its operations. The internal audit is entrusted to M/s Patel & Deodhar, Chartered Accountants. The main thrust of the internal audit is to review controls and flag areas of concern and non- compliances, if any. No fraud has been reported so far.

DIRECTORS' RESPONSIBILITY STATEMENT

The provisions of Section 134(5) of the Companies Act, 2013, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(3) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(4) the Directors have prepared the annual accounts on a going concern basis;

(5) the Directors, have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(6) the Directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s N.M. Raiji & Co, Chartered Accountants, (Firm Registration No. 108296W) were appointed as Statutory Auditors of the Company for a period of five years, from the conclusion of 21st Annual General Meeting (AGM) held on September 25, 2017 till the conclusion of the 26th AGM of the Company scheduled to be held in the year 2022 subject to ratification of their appointment at every AGM, at a remuneration to be determined by the Board of Directors of the Company. Pursuant to an amendment under section 139 of the Act with effect from May 7, 2018, the requirement of ratification of appointment of Statutory Auditors at every AGM has been removed. Accordingly, the ratification of appointment of Statutory Auditors of the Company by the shareholders at every AGM is not required.

There are no audit qualifications in the financials for the year under review.

COST AUDITOR

EXTRACTS OF THE ANNUAL RETURN

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 2018-19.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and Rules framed there under, the Company has appointed GSK & Associates (Registration Number P2014UP036000) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 5 to the Directors' Report.

There are no qualifications in the secretarial audit for the year under review.

OTHER STATUTORY DISCLOSURES

The Company had 4 employees as on March 31, 2018. The disclosures required under section 197 (12) of the Act, read with Rules 5(1), 5(2) and 5 (3) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year under review is given as Annexure 6 to the Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the Listing Regulations is not applicable to the Company, for the year under review.

The details forming part of the extract of the Annual Return in form MGT 9, as required under Section 92 of the Act is annexed to this Report as Annexure 7.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, the Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 1

FORM NO. AOC -1

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures (Pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

PART "A": SUBSIDIARIES

(Information in respect of each subsidiary to be presented with amounts in Rupees)

PART "A"; SUBSIDIARIES

1.	Name of the Subsidiary	ITNL Toll Management Services Limited
2.	Reporting Period	2017-18 (01/04/2017-31/03/2018)
3.	Reporting Currency	INR
4.	Share Capital	5,00,000
5.	Reserves & Surplus	(1,79,89,626)
6.	Total assets	2,33,54,665
7.	Total liabilities	2,33,54,665
8.	Investments	Nil
9.	Turnover	5,18,03,221
10.	Profit (Loss) before taxation	(11,34,929)
11.	Provision for Taxation	Nil
12.	Profit after taxation	(11,34,929)
13.	Proposed Dividend	Nil
14.	% of Share holding	51%

PART "B"; Associates & Joint Ventures : Not Applicable

1. Names of associates or joint ventures which are yet to commence operations : Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year:

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 2

SELECTION CRITERIA FOR INDEPENDENT DIRECTORS OF THE COMPANY

I. Selection Criteria for Independent Directors

The candidate must meet any one of the below mentioned criteria:

(1) Served as a CEO, COO or equivalent in a similar organisation

(2) Relevant experience in the field of BOOT /BOT/ PPP Projects

(3) Served in any relevant Ministry in Infrastructure, Surface Transport, Finance, Industry, Urban Development or any other relevant department including government nominees on various Boards.

(4) Served on other Boards

(5) Business Head role

(6) Could be an independent specialist in relevant areas such as HR, Legal, Marketing, Infrastructure etc.

II. Behavioral Competencies to be evaluated :

To be evaluated as per the prevailing Group Competencies Framework:

(1) Results and Achievement Orientation

(2) Strategic Orientation

(3) Ability to Influence and Inspire

(4) Effective Decision Making

(5) Intra Group Coordination Criteria of Independence

The criteria of Independence, as laid down in Companies Act, 2013 and Clause 49 of the Equity Listing Agreement, is as below:

An independent director in relation to a company, means a director other than a managing director or a whole- time director or a nominee director-

(1) Who in the opinion of the board of directors of ntbcl, is a person of integrity and possesses relevant expertise and experience;

(2) Such person should not have been a promoter of NTBCL or its holding, subsidiary or associate company;

(3) Such person should not be a relative of the promoters or Directors of NTBCL, its holding, subsidiary or associate company;

(4) Such person should not, apart from receiving director's remuneration, have or have had any pecuniary relationship with NTBCL, its holding, subsidiary or associate company/ companies, or their promoters, or directors, during the current financial year; or the two

immediately preceding financial years.

(5) None of the relatives of such person should have or have had any pecuniary relationship or transaction with ntbcl, its holding, subsidiary or associate company/ companies, or their promoters, or directors, of an amount equal to or exceeding two per cent. Of the gross turnover or total income of such entity or fifty lakh rupees or such higher amount as may be prescribed by applicable law, whichever is lower, during the current financial year or the two immediately preceding financial years

(6) neither such person nor any of his relatives should:-

(i) hold or have held the position of a key managerial personnel or be or have been an employee of NTBCL or its holding, subsidiary or associate company/ companies in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) be or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of NTBCL or its holding, subsidiary or associate company/ companies; or

any legal or a consulting firm that has or had any transaction with NTBCL, its holding, subsidiary or associate company/ companies amounting to ten per cent or more of the gross turnover of such firm;

(iii) hold individually or, together with his relatives, two per cent or more of the total voting power of NTBCL; or

(iv) be a Chief Executive or director, by whatever name called, of any non-profit organisation that receives twenty-five per cent or more of its receipts from NTBCL, any of its promoters, directors or its holding, subsidiary or associate company/companies or that holds two per cent or more of the total voting power of NTBCL;

(v) be a material supplier, service provider or customer or a lessor or lessee of NTBCL;

(7) Such person should not be less than 21 years of age. Independent Directors shall abide by the "Code of Independent Directors" as specified in Schedule IV to the Companies Act, 2013.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

I Preamble:

(1) Noida Toll Bridge Company (NTBCL) is a Special Purpose Vehicle promoted by Infrastructure Leasing & Financial Services Limited (IL&FS) with a lean staff strength of 4 employees who oversee a wide range of activities including operations, finance, secretarial, HR and Administration.

(2) Since the Company has a lean strength of 4 Employees, most of who have been with the Company since the commissioning of the Project, the Human Resource Development (HRD) policies are formulated to retain the existing talent base in the organization. The HRD strategy is to :

Retain competent resources

Provide competitive performance based compensation and benefits

Facilitate and provide growth opportunities.

II. Effective Date:

This policy shall be effective from 1st April, 2014

III. Compensation Forum :

(1) Nomination and Remuneration Committee :

The Company's HRD Committee was constituted in January 1998 for formulation of an appropriate compensation policy relating to salary, performance related pay, increments, allowances, perquisites, loan facilities and other compensation/incentives for the employees of the Company including the Whole-time Directors. The Committee is presently chaired by an Independent Director.

The Company's compensation policy has been laid out in its Employee Handbook, which has been approved by this Committee of Directors. Any amendment to the Employee Handbook is also

VI. Remuneration Pattern- Executive Director:

Annexure 3

subject to the approval of the Committee.

Pursuant to the notification of the Companies Act 2013, as required by Section 178, the above Committee was renamed as the "Nomination and Remuneration Committee" on July 28, 2014.

IV. Companies Act, 2013 Provisions

(1) In April 2014, the erstwhile Companies Act, 1956, which governed the appointment and remuneration of the Whole Time Directors, was replaced by the new Companies Act 2013. Accordingly provisions of the Act relating to the following, have been considered while formulating the Remuneration Policy in NTBCL-

(a) Remuneration for Whole Time, Non-Executive Directors, Key Management Personnel and Management

(b) Role of the Nomination and Remuneration Committee

(c) Disclosures in the Directors' Report.

V. Objective:

(1) The key objective of the Managerial Remuneration Policy is to enable a framework that allows for competitive and fair rewards for the achievement of key deliverables and also aligns with practice in the industry and shareholders' expectations. This policy reviews the compensation package payable to the Executive and Non-Executive Directors and the Management of the Company.

(2) When deciding remuneration for the Executive Directors and the Management, the Nomination & Remuneration Committee considers the market scenario, business performance of the Company and the remuneration practices in other Infrastructure companies Comparison in terms of revenue, market capitalization, diversity and growth is carried out with Indian Corporates.

(1) Structure : A summary of the compensation structure for Executive Directors is as mentioned below :

Components	Item	Description	Policy
Salary, Allowances & Perquisites	Reflects the Directors' experience, criticality of the role with the Company	Consolidated Salary fixed for each financial year	Normally positioned as the highest as compared to the Company
Â	Â	which is also used for computing other components including retiral benefits Paid on a monthly basis	Â

Components	Item	Description	Policy
Short-term incentive	Based totally on the performance of the Director for each financial year	Variable component of the remuneration package Paid on an annual basis	Determined by the Nomination & Remuneration Committee after year-end based on performance during the year
Long-term incentive	Drive and reward delivery of sustained long-term performance	Variable long-term remuneration component, paid in shares/ESOPs	Determined by the Nomination & Remuneration Committee and distributed on the basis of tenure, seniority and performance
Retiral Benefits	Provide for sustained contribution	This includes Provident Fund @ 12% of the Consolidated Pay, Gratuity @ 30 days Consolidated Pay for every completed year of service or part thereof in excess of 6 months and Superannuation @ 15% of the Consolidated Pay	Paid post separation from the Company as per the Rules of the Provident Fund and Gratuity Acts and the Superannuation Fund

(2) Base Salary:

The Shareholders of the Company, while approving the appointment of the individual Executive Directors approve the scale within which the Consolidated Salary of the Executive Directors could be fixed by the Nomination & Remuneration Committee of the Board, during the tenure of such Executive Directors.

(3) Perquisites and benefits :

All other benefits and perquisites are as per the rules of the Company as given in the Employee Handbook.

(4) Short-Term Incentive Plan ('STIP'):

(a) The Company operates a fairly robust variable pay scheme called "Performance Related Pay" [PRP].

(b) In determining the actual PRP payments, the Nomination & Remuneration Committee takes into consideration such factors as the individual's performance and the financial performance of the Company.

VII Key Management Personnel:

(1) The Key Management Personnel (KMP) in the Company are given below:

Managing Director

Chief Financial Officer

Company Secretary

Such other Officer as may be prescribed

(2) Duties of the Key Management Personnel :

The Key Managerial Personnel mentioned above

have fiduciary duties towards the Company in

addition to being the Officers in Default under

the Companies Act, 2013 and other duties and

responsibilities prescribed by other applicable statutes.

(3) The remuneration package of the Key Management and Senior Management comprises of:

(a) Fixed Remuneration : This includes a Monthly Salary including Consolidated Pay, House Rent Allowance, and other Allowances as listed in the Company's Employee Handbook and amended from time to time

(b) Annual Allowances : This consists of Leave Travel Allowance, Medical Reimbursement and other Allowances as listed in the Company's Employee Handbook and amended from time to time

(c) Retirals : This includes Provident Fund @ 12% of the Consolidated Pay, Gratuity @ 30 days Consolidated Pay for every completed year of service or part thereof in excess of 6 months and Superannuation @ 15% of the Consolidated Pay.

VIII Non-Executive Directors:

(1) The Board is responsible for setting policy in relation to the Non-Executive Directors' fees and reviews

them periodically. General policy is to provide fees in line with market practice for similar Non-Executive Director roles in the comparable corporates in India. The sitting fees (for attending Meetings of the Board and Committees thereof) were last reviewed in July 2016.

(2) Non-Executive Directors are also given a commission within the overall limits prescribed in the Companies Act, 2013 and as approved by the shareholders from time to time. The allocation of the Commission is decided by the Nomination and Remuneration Committee.

IX Remuneration Mix:

The total remuneration package is designed to provide an appropriate balance between fixed and variable components with focus on performance related pay so that strong performance is incentivized but without encouraging excessive risk taking.

X Role of the Nomination and Remuneration Committee (NRC):

NRC, in addition to the responsibilities specified as per companies act, 2013, would play a pivotal role in ensuring the governance as follows:

(1) Recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel (KMP) and other employees.

(2) The Nomination and Remuneration Committee shall, while administering the Remuneration Policy ensure that:

(a) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors/senior management of the quality required to run the company successfully.

(b) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks

(c) Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals

(d) Ensure that the Remuneration Policy is disclosed in the Board's Report to the shareholders.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 4

ANNUAL REPORT ON CSR ACTIVITIES (2017-18)

I A Brief Outline of the Company's CSR Policy and Overview of Projects:

The CSR Policy of the Company was approved by the Board at its meeting held on September 29, 2014 and was made effective from April 1, 2014.

The Company's community development initiatives through its CSR policy focus on improving the livelihood and general well-being of the people in the catchment area. The community initiatives follow a clear and well-defined strategy, to ensure that the key needs of these communities are met.

The broad areas of NTBCL's social efforts have been to improve education levels of under privileged children, improve health through services rendered in primary health sector (preventive and curative) as well activities related to hygiene and providing clean drinking water to underprivileged communities/school children in addition to employment linked training to youth. The company have done enormous work in improving the infrastructure of school / providing basic amenities to school children and completely renovated the primary section of a primary school in Noida.

A copy of the CSR Policy of the Company is available on the website of the Company. The Company has not undertaken CSR initiatives during the year under review.

II The Composition of the CSR Committee:

The CSR Committee of the Company comprises of: Mr. R. K. Bhargava - Chairman Dr. Sanat Kaul - Member Mr. K. Ramchand - Member

III Average Net Profit of the Company for the Last Three Financial Years:

In line with the provisions of Section 135 of Companies Act, 2013 and the CSR Rules, 2014, the audited net profits for the last 3 financial years and the average of the same is as given below:

Â	Â	Â	Rs. Crores
Particulars	2014-2015	2015-2016	2016-2017
Profit before Tax-Amount	84.99	60.87	2.83
Average Net Profit over 3 years	Â	Â	49.56

IV Prescribed CSR expenditure:

In line with the provisions of Section 135 of Companies Act, 2013 and the CSR Rules, 2014, the prescribed CSR Expenditure for FY 2017-18 was Rs 1 crore.

V Details of CSR spent during the financial year:

(1) Total amount to be spent for the financial year 2017-18: Rs. 1 crore

(2) Amount unspent, if any : Rs. 1 crore

(3) Manner in which the amount spent during the financial year is detailed below:

(1)

(2)

(3)

(4)

(5)

(6)

(7)

(8)

Sr. No.

CSR Project or Activity Identified

Sector in which the Project is covered

Projects or Programs (1) Local area or other (2) Specify the State and District where projects or programs was Undertaken

Amount Outlay (budget) project or program wise

Amount spent on the Projects or Programs

Cumulative Expenditure upto the reporting period

Amount spent: Direct or through implementing agency

Â

Â

Â

Â

Direct

Overheads

Total

Direct

Overheads

Total

Direct

Overheads

Total

Â

Â

None

N.A.

N.A.

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

N.A.

VI Reasons for not spending the CSR spend:

Rs. 1 crore for FY 2017-18 could not be spent, as the collection of user fee from the DND facility - the main source of revenue, was suspended pursuant to the judgment of Hon'ble Allahabad High Court Order dated October 26, 2016 and the alternative sources of revenue were not enough to meet CSR spend during FY 2017-18.

VII Responsibility Statement: The CSR Committee of the Company is in compliance with provisions of the Companies Act, 2013 in ensuring implementation and monitoring of the CSR Objectives and Policy of the Company.

Ajai Mathur	R K Bhargava
(Managing Director)	(Chairman CSR Committee)

Annexure 5

SECRETARIAL AUDIT REPORT

FOR THE YEAR ENDED 31st MARCH, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule no. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Noida Toll Bridge Company Limited

Toll Plaza, Mayur Vihar Link Road,

New Delhi-110091

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by NOIDA TOLL BRIDGE COMPANY LIMITED (CIN: L45101DL1996PLC315772) (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the year ended on 31st March, 2018, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the year ended on 31st March, 2018 according to the provisions of:

I.

• The Companies Act, 2013 (the Act) and the rules made thereunder.

• The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder.

• The Depositories Act, 1996 and the Regulations and bye-laws framed thereunder.

• Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

• The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable to the company during the audit period);

d. The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015; as amended from time to time;

e. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28th October, 2014 (Not applicable to the company during the audit period);

f. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the company during the audit period);

g. The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client.

h. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the company during the audit period); and

i. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the company during the audit period)

During the year under review the Company has complied with the provisions of the Act, Rules, Regulations, etc. mentioned above.

II.

• Central Sales Tax, 1956 and rules framed thereunder.

• Employees' Provident Funds And Miscellaneous Provisions Act, 1952.

• Service Tax Rules, 1994.

• Various Acts relating to Goods and Service Tax (GST)

• Minimum Wages Act, 1948

• Payment of Gratuity Act, 1972

• Superannuation Act, 2005

• Negotiable Instruments Act, 1881

• The Indian Contract Act, 1872

• The Indian Stamp Act, 1899

• The Shops & Establishment Act, 1954

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

• Income Tax Act, 1961

• Information Technology Act, 2000

• Other Applicable Labour Regulations

During the year under review the Company has filed periodical return and has not received any show cause notice and has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

As per explanation provided by the management, no sector specific laws are applicable to the company.

We have relied on the representation made by the Company and its officers on systems and mechanism formed by the Company for compliance under other Act, Laws and Regulations to the Company.

We have also examined compliance with the applicable clauses of the following:

• Secretarial Standards issued by The Institute of Company Secretaries of India and notified by Central Government

• The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. During the year, Ms. Namita Pradhan was appointed as a Woman Director by the Board of Directors with effect from June 9, 2017 and regularized in the Annual General Meeting held on 25th September 2017.

The changes in the composition of the Board of Directors that took place during the year under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while there has been no member dissenting from the decisions arrived.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that, during the audit period, the Company's Global Depository Receipts (GDRs) facility terminated from Alternative Investment Market Segment of London Stock Exchange, whereupon the admission of the GDRs to trading on AIM ceased and cancellation took place on 7:00 A.M. on 4th May, 2017.

We further report that Ms. Pooja Agarwal, had resigned from the position of Company Secretary and Compliance Officer of the Company with effect from June 1, 2017. The Board appointed Mr. Dhiraj Gera as Company Secretary and Compliance Officer with effect from June 1, 2017.

We further report that during the audit period, the Company has shifted its registered office from 2nd Floor, Niryat Bhawan, Rao Tula Ram Marg Opp. Army Hospital Research & Referral, New Delhi-110057 to Toll Plaza, Mayur Vihar Link Road, New Delhi - 110091 with effect from December 1, 2017.

For GSK & Associates

(Company Secretaries)

Saket Sharma

Partner

(Membership No.: F4229)

(CP No.: 2565)

Date: May 21, 2018 Place: New Delhi

Annexure 6 (a)

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name of Director/KMP	Designation	Ratio of remuneration of each Director / KMP to median remuneration of employees	% increase in remuneration in the Financial year 2017-18 (Rs)
Mr. Pradeep Puri (upto December 31, 2017)	Executive Vice Chairman	0.21	50%
Mr. Ajai Mathur	Managing Director	0.23	900%
Mr. Rajiv Jain	CFO	3.79	-29%
Mr. Dhiraj Gera (with effect from June 1 , 2017)	Company Secretary	N.A. *	N.A.
Ms. Pooja Agarwal (Upto May 31 , 2017)	Company Secretary	N.A.**	N.A.

* On deputation from Urban Mass Transit Company Limited. Appointed during the year. ** Resigned during the year.

Notes

• During the year under review, there was an increase of -31% in the median remuneration of employees.

• As on March 31, 2018, there were 4 employees on the rolls of the Company.

• Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration. There was no increase in the salary for the financial year 2017-18.

• It is hereby affirmed that the remuneration paid to the Directors and Employees, is as per the Remuneration Policy for Directors, Key Managerial Personnel, Employee Handbook of the Company and Shareholders' approval, wherever required.

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 6 (b)

Details of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Details of top ten employee in terms of remuneration during the year ended 31st March, 2018:

Name of the Employee	Designation	Remuneration received (CTC in Rs.)	Qualification & Experience	Nature of Employment (Contractual/ Permanent)	Date of Commencement of employment	Date of Exit of employment	Age (years)	Last Employment held	No. of Equity Shares held	Whether relative of Director
Mr. Rajiv Jain	Vice President & CFO	48,39,399	B.Com (H), MBA 29 years	Permanent	15-Dec-98	NA	52	Rollataineus Ltd	5500	NO
Mr. Anwar Abbasi	Asst Vice President	19,02,476	MSW in HRD 19 years	Permanent	13-NOV-98	NA	41	First Employment	Nil	No
Ms. T.M. Sindhu	Deputy Manager	10,99,037	Secretarial Practice from YWCA and B.Com 19 years	Permanent	11-Jan-99	NA	39	Usha International Pvt Ltd	1500	No
Ms. Jyoti Rani	Asst Manager	6,90,355	M.A 8 years	Permanent	01-08-2015	NA	39	HDFC Bank	Nil	No.
Ms. Pooja Agarwal	Asst Vice President	15,32,252	B.Com, FCS 17 years	Permanent	03-04-00	31-05-17	41	First employment	6000	No
Mr. Thridesh V	Sr. Manager	14,57,272	PGDFM 19 years	Permanent	06-06-99	31-05-17	50	First employment	Nil	No
Mr. Manish Beri	Asst Manager	5,04,556	B.Com (H) 9 years	Permanent	01-01-09	31-05-17	30	HDFC Bank	Nil	No.

B. Employees worked part of the Financial Year and received aggregate remuneration of not less than eight lakhs fifty thousand rupees per month: None

C. Employees worked throughout the Financial Year and received aggregate remuneration of not less than one crore two lakhs rupees: None

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 7

FORM NO. MGT.9

Extract of Annual Return as on the financial year ended on March 31, 2017

[Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i.	CIN	L45101DL1 996PLC315772
ii.	Registration Date	April 8, 1996
iii.	Name of the Company	Noida Toll Bridge Company Limited
iv.	Category / Sub-Category of the Company	Infrastructure
V.	Address of the Registered office and Contact details	Toll Plaza, Mayur Vihar Link Road, Delhi - 110091 Tel No: 01202516447 Email id : [e-mail]
vi.	Whether listed company	Yes / No
vii.	Name, Address and Contact details of Registrar and Transfer Agent, if any:	Karvy Computershare Pvt. Limited, Registrars & Share Transfer Agents, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032. Tel No: 040 67162222 Email : [e-mail]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

SI. No.	Name and Description of main products/ services	NIC Code of the Product/ service	% to total turnover of the company
1	Space for Advertisement	99836390	72.08%
2	Office Space	99542111	14.01%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

SI. No.	Name and Address of the Company	CIN/ GLN	Holding/ Subsidiary/ Associate	% of Shares Held	Applicable Section
1	ITNL Toll Management Services Ltd.	U45203UP2007PLC033529	Subsidiary	51 %	Section 2 (87)

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTAL EQUITY) I. Category-wise Share Holding

Noida Toll Bridge Company Limited

MGT 9 (IV) (i) Category - Wise Share Holding Between 31/03/2017 AND 31/03/2018

Category Code	Category of shareholder	No. of shares held at the beginning of the year 31/03/2017				No. of shares held at the end of the year 31/03/2018				% change during the year
Â	Â	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	Â
(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)	(xi)
(a)	Promoter and promoter group	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1)	INDIAN	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Individual /HUF	0	0	0	0.00	0	0	0	0.00	0.00
(b)	Central Government/ State Government (s)	0	0	0	0.00	0	0	0	0.00	0.00
(c)	Bodies Corporate	49095007	0	49095007	26.37	49095007	0	49095007	26.37	0.00
(d)	Financial Institutions / Banks	0	0	0	0.00	0	0	0	0.00	0.00
(e)	Others	0	0	0	0.00	0	0	0	0.00	0.00
Â	Sub-Total A(1) :	49095007	0	49095007	26.37	49095007	0	49095007	26.37	0.00
(2)	FOREIGN	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Individuals (NRIs/Foreign Individuals)	0	0	0	0.00	0	0	0	0.00	0.00
(b)	Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(c)	Institutions	0	0	0	0.00	0	0	0	0.00	0.00
(d)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
(e)	Others	0	0	0	0.00	0	0	0	0.00	0.00
Â	Sub-Total A(2) :	0	0	0	0.00	0	0	0	0.00	0.00
Â	Total A=A(1)+A(2)	49095007	0	49095007	26.37	49095007	0	49095007	26.37	0.00
(B)	PUBLIC SHAREHOLDING	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1)	INSTITUTIONS	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Mutual Funds /UTI	0	0	0	0.00	0	0	0	0.00	0.00
(b)	Financial Institutions / Banks	284320	0	284320	0.15	20290	0	20290	0.01	0.14
(c)	Central Government / State Government(s)	10000000	0	10000000	5.37	10000000	0	10000000	5.37	0.00
(d)	Venture Capital Funds	1000	0	1000	0.00	1000	0	1000	0.00	0.00
(e)	Insurance Companies	7828472	0	7828472	4.20	7598472	0	7598472	4.08	0.12
(f)	Foreign Institutional Investors	8060574	0	8060574	4.33	1272047	0	1272047	0.68	3.65
(g)	Foreign Venture Capital Investors	0	0	0	0.00	0	0	0	0.00	0.00
(h)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
(i)	Others	0	0	0	0.00	0	0	0	0.00	0.00
Â	Sub-Total B(1) :	26174366	0	26174366	14.06	18891809	0	18891809	10.15	3.91
(2)	NON-INSTITUTIONS	Â	Â	Â	Â	Â	Â	Â	Â	Â
(a)	Bodies Corporate	21675146	2800	21677946	11.64	26734897	2800	26737697	14.36	-2.72
(b)	Individuals	Â	Â	Â	Â	Â	Â	Â	Â	Â

Category Code	Category of shareholder	No. of shares held at the beginning of the year 31/03/2017				No. of shares held at the end of the year 31/03/2018				% change during the year
Â	Â	Demat	Physical	Total	% of total shares	Demat	Physical	Total	% of total shares	Â
(i)	(ii)	(iii)	(iv)	(v)	(vi)	(vii)	(viii)	(ix)	(x)	(xi)
Â	(i) Individuals holding nominal share capital upto Rs 2 lakh	49521846	529708	50051554	26.88	42348669	514502	42863171	23.02	3.86
Â	(ii) Individuals holding nominal share capital in excess of Rs. 2 lakh	34190674	0	34190674	18.36	43959347	0	43959347	23.61	-5.25
(c)	Others	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Clearing Members	476608	0	476608	0.26	103737	0	103737	0.06	0.20
Â	Directors and their relatives	540955	0	540955	0.29	540955	0	540955	0.29	0.00
Â	Non Resident Indians	2199313	0	2199313	1.18	2036185	0	2036185	1.09	0.09
Â	NRI Non-Repatriation	1724404	0	1724404	0.93	1949094	0	1949094	1.05	-0.12
Â	Trusts	12100	7000	19100	0.01	11000	7000	18000	0.01	0.00
(d)	Qualified Foreign Investor	0	0	0	0.00	0	0	0	0.00	0.00
Â	Sub-Total B(2) :	110341046	539508	110880554	59.55	117683884	524302	118208186	63.49	-3.94
Â	Total B=B(1) + B(2) :	136515412	539508	137054920	73.61	136575693	524302	137099995	73.63	-0.02
Â	Total (A+B) :	185610419	539508	186149927	99.98	185670700	524302	186195002	100.00	-0.02
(C)	Shares held by custodians, against which	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Depository Receipts have been issued	Â	Â	Â	Â	Â	Â	Â	Â	Â
(1)	Promoter and Promoter Group	Â	Â	Â	Â	Â	Â	Â	Â	Â
(2)	Public	45075	0	45075	0.02	0	0	0	0.00	0.02
Â	GRAND TOTAL (A+B+C):	185655494	539508	186195002	100.00	185670700	524302	186195002	100.00	Â

ii. Shareholding of Promoters

Shareholding Pattern of Promoters Shareholders between 31/03/2017 and 31/03/2018

SI No	Dpid	Folio / Client-Id	Name of the Share Holder	Category	Sold	bought	Cumulative Holding	Date	Pan No
1	IN300095	11373165	IL and FS Transportation Networks Ltd	PBC	0	0	49095007	31/03/2017	AABCC5460A
Â	IN300095	11373165	IL and FS Transportation Networks Ltd	PBC	0	0	49095007	31/03/2018	AABCC5460A

Mi. Change in Promoters' Shareholding - There is no change in shareholding

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): (IV)- Shareholding Pattern of Top 10 shareholders between 31/03/2017 and 31/03/2018

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
Â	Â	Â	Â		No. of shares	% of total shares of the company	Â		Â	No of Shares	% of total shares of the company
1	AAALN0120A	GVT	Opening Balance	New Okhla Industrial Development Authority	10000000	5.37	31/03/2017	Â	Â	10000000	5.37
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	10000000	5.37
2	AABCU3664Q	FPI	Opening Balance	Utilico Emerging Markets (Mauritius)	4543691	2.44	31/03/2017	Â	Â	4543691	2.44
Â	Â	Â	Sale	Â	Â	Â	08/12/2017	-70000	Transfer	4473691	2.40
Â	Â	Â	Sale	Â	Â	Â	15/12/2017	-17522	Transfer	4456169	2.39
Â	Â	Â	Sale	Â	Â	Â	22/12/2017	-42478	Transfer	4413691	2.37
Â	Â	Â	Sale	Â	Â	Â	05/01/2018	-350000	Transfer	4063691	2.18
Â	Â	Â	Sale	Â	Â	Â	12/01/2018	-400000	Transfer	3663691	1.97
Â	Â	Â	Sale	Â	Â	Â	19/01/2018	-101077	Transfer	3562614	1.91
Â	Â	Â	Sale	Â	Â	Â	26/01/2018	-598923	Transfer	2963691	1.59
Â	Â	Â	Sale	Â	Â	Â	02/02/2018	-550000	Transfer	2413691	1.30
Â	Â	Â	Sale	Â	Â	Â	09/02/2018	-600000	Transfer	1813691	0.97
Â	Â	Â	Sale	Â	Â	Â	16/02/2018	-434873	Transfer	1378818	0.74
Â	Â	Â	Sale	Â	Â	Â	23/02/2018	-82578	Transfer	1296240	0.70
Â	Â	Â	Sale	Â	Â	Â	02/03/2018	-20591	Transfer	1275649	0.69
Â	Â	Â	Sale	Â	Â	Â	09/03/2018	-3602	Transfer	1272047	0.68
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1272047	0.68
3	AAACL0582H	INS	Opening Balance	Life Insurance Corporation of India	4507872	2.42	31/03/2017	Â	Â	4507872	2.42
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	4507872	2.42
4	AACCF3258J	FPI	Opening Balance	Fidelity Funds - Asian Smaller Companies Pool	3456283	1.86	31/03/2017	Â	Â	3456283	1.86
Â	Â	Â	Sale	Â	Â	Â	23/06/2017	-60025	Transfer	3396258	1.82
Â	Â	Â	Sale	Â	Â	Â	30/06/2017	-217959	Transfer	3178299	1.71
Â	Â	Â	Sale	Â	Â	Â	07/07/2017	-447201	Transfer	2731098	1.47
Â	Â	Â	Sale	Â	Â	Â	14/07/2017	-272543	Transfer	2458555	1.32
Â	Â	Â	Sale	Â	Â	Â	21/07/2017	-179621	Transfer	2278934	1.22
Â	Â	Â	Sale	Â	Â	Â	28/07/2017	-359242	Transfer	1919692	1.03
Â	Â	Â	Sale	Â	Â	Â	04/08/2017	-111928	Transfer	1807764	0.97
Â	Â	Â	Sale	Â	Â	Â	11/08/2017	-253186	Transfer	1554578	0.83

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
	Â	Â	Â	Â	No. of shares	% of total shares of the company	Â		Â	No of Shares	% of total shares of the company
Â	Â	Â	Sale	Â	Â	Â	18/08/2017	-1036550	Transfer	518028	0.28
Â	Â	Â	Sale	Â	Â	Â	25/08/2017	-518028	Transfer	0	0.00
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	0	0.00
5	AAACG0615N	INS	Opening Balance	General Insurance Corporation of India	2000000	1.07	31/03/2017	Â	Â	2000000	1.07
Â	Â	Â	Sale	Â	Â	Â	13/10/2017	-20000	Transfer	1980000	1.06
Â	Â	Â	Sale	Â	Â	Â	20/10/2017	-10000	Transfer	1970000	1.06
Â	Â	Â	Sale	Â	Â	Â	05/01/2018	-20000	Transfer	1950000	1.05
Â	Â	Â	Sale	Â	Â	Â	12/01/2018	-180000	Transfer	1770000	0.95
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1770000	0.95
6	AAACS4487J	LTD	Opening Balance	Shri Parasram Holdings Pvt Ltd	739455	0.40	31/03/2017	Â	Â	739455	0.40
Â	Â	Â	Purchase	Â	Â	Â	07/04/2017	94950	Transfer	834405	0.45
Â	Â	Â	Sale	Â	Â	Â	07/04/2017	-1000	Transfer	833405	0.45
Â	Â	Â	Purchase	Â	Â	Â	14/04/2017	14463	Transfer	847868	0.46
Â	Â	Â	Sale	Â	Â	Â	14/04/2017	-444	Transfer	847424	0.46
Â	Â	Â	Purchase	Â	Â	Â	21/04/2017	131550	Transfer	978974	0.53
Â	Â	Â	Purchase	Â	Â	Â	28/04/2017	7100	Transfer	986074	0.53
Â	Â	Â	Sale	Â	Â	Â	28/04/2017	-250	Transfer	985824	0.53
Â	Â	Â	Purchase	Â	Â	Â	05/05/2017	100	Transfer	985924	0.53
Â	Â	Â	Sale	Â	Â	Â	05/05/2017	-1575	Transfer	984349	0.53
Â	Â	Â	Purchase	Â	Â	Â	12/05/2017	28740	Transfer	1013089	0.54
Â	Â	Â	Sale	Â	Â	Â	19/05/2017	-14550	Transfer	998539	0.54
Â	Â	Â	Sale	Â	Â	Â	26/05/2017	-30415	Transfer	968124	0.52
Â	Â	Â	Purchase	Â	Â	Â	02/06/2017	49630	Transfer	1017754	0.55
Â	Â	Â	Purchase	Â	Â	Â	09/06/2017	21186	Transfer	1038940	0.56
Â	Â	Â	Purchase	Â	Â	Â	16/06/2017	100	Transfer	1039040	0.56
Â	Â	Â	Sale	Â	Â	Â	16/06/2017	-15313	Transfer	1023727	0.55
Â	Â	Â	Sale	Â	Â	Â	23/06/2017	-23627	Transfer	1000100	0.54
Â	Â	Â	Purchase	Â	Â	Â	30/06/2017	99301	Transfer	1099401	0.59
Â	Â	Â	Purchase	Â	Â	Â	07/07/2017	9650	Transfer	1109051	0.60
Â	Â	Â	Purchase	Â	Â	Â	14/07/2017	28729	Transfer	1137780	0.61
Â	Â	Â	Purchase	Â	Â	Â	21/07/2017	27900	Transfer	1165680	0.63
Â	Â	Â	Sale	Â	Â	Â	21/07/2017	-1500	Transfer	1164180	0.63
Â	Â	Â	Sale	Â	Â	Â	28/07/2017	-139357	Transfer	1024823	0.55
Â	Â	Â	Purchase	Â	Â	Â	04/08/2017	5750	Transfer	1030573	0.55
Â	Â	Â	Purchase	Â	Â	Â	11/08/2017	51877	Transfer	1082450	0.58
Â	Â	Â	Purchase	Â	Â	Â	18/08/2017	159571	Transfer	1242021	0.67
Â	Â	Â	Purchase	Â	Â	Â	25/08/2017	804985	Transfer	2047006	1.10

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
Â	Â	Â	Â	Â	No. of shares	% of total shares of the company	Â		Â	No of Shares	% of total shares of the company
Â	Â	Â	Purchase	Â	Â	Â	01/09/2017	7100	Transfer	2054106	1.10
Â	Â	Â	Sale	Â	Â	Â	01/09/2017	-42812	Transfer	2011294	1.08
Â	Â	Â	Purchase	Â	Â	Â	08/09/2017	372979	Transfer	2384273	1.28
Â	Â	Â	Sale	Â	Â	Â	08/09/2017	-2000	Transfer	2382273	1.28
Â	Â	Â	Purchase	Â	Â	Â	15/09/2017	389236	Transfer	2771509	1.49
Â	Â	Â	Purchase	Â	Â	Â	22/09/2017	885816	Transfer	3657325	1.96
Â	Â	Â	Sale	Â	Â	Â	22/09/2017	-21186	Transfer	3636139	1.95
Â	Â	Â	Sale	Â	Â	Â	29/09/2017	-1089960	Transfer	2546179	1.37
Â	Â	Â	Purchase	Â	Â	Â	06/10/2017	8001	Transfer	2554180	1.37
Â	Â	Â	Sale	Â	Â	Â	06/10/2017	-49197	Transfer	2504983	1.35
Â	Â	Â	Purchase	Â	Â	Â	13/10/2017	1200000	Transfer	3704983	1.99
Â	Â	Â	Sale	Â	Â	Â	13/10/2017	-1196859	Transfer	2508124	1.35
Â	Â	Â	Purchase	Â	Â	Â	20/10/2017	500015	Transfer	3008139	1.62
Â	Â	Â	Sale	Â	Â	Â	20/10/2017	-501015	Transfer	2507124	1.35
Â	Â	Â	Purchase	Â	Â	Â	27/10/2017	400747	Transfer	2907871	1.56
Â	Â	Â	Sale	Â	Â	Â	27/10/2017	-386671	Transfer	2521200	1.35
Â	Â	Â	Sale	Â	Â	Â	31/10/2017	-77992	Transfer	2443208	1.31
Â	Â	Â	Purchase	Â	Â	Â	03/11/2017	250	Transfer	2443458	1.31
Â	Â	Â	Sale	Â	Â	Â	03/11/2017	-95	Transfer	2443363	1.31
Â	Â	Â	Purchase	Â	Â	Â	10/11/2017	8749	Transfer	2452112	1.32
Â	Â	Â	Sale	Â	Â	Â	10/11/2017	-250	Transfer	2451862	1.32
Â	Â	Â	Purchase	Â	Â	Â	17/11/2017	675	Transfer	2452537	1.32
Â	Â	Â	Sale	Â	Â	Â	24/11/2017	-2750	Transfer	2449787	1.32
Â	Â	Â	Purchase	Â	Â	Â	01/12/2017	1650	Transfer	2451437	1.32
Â	Â	Â	Sale	Â	Â	Â	08/12/2017	-37101	Transfer	2414336	1.30
Â	Â	Â	Purchase	Â	Â	Â	15/12/2017	14142	Transfer	2428478	1.30
Â	Â	Â	Purchase	Â	Â	Â	22/12/2017	6500	Transfer	2434978	1.31
Â	Â	Â	Purchase	Â	Â	Â	29/12/2017	150	Transfer	2435128	1.31
Â	Â	Â	Sale	Â	Â	Â	29/12/2017	-1500	Transfer	2433628	1.31
Â	Â	Â	Sale	Â	Â	Â	30/12/2017	-2000	Transfer	2431628	1.31
Â	Â	Â	Purchase	Â	Â	Â	05/01/2018	49322	Transfer	2480950	1.33
Â	Â	Â	Purchase	Â	Â	Â	12/01/2018	16201	Transfer	2497151	1.34
Â	Â	Â	Sale	Â	Â	Â	12/01/2018	-46562	Transfer	2450589	1.32
Â	Â	Â	Purchase	Â	Â	Â	19/01/2018	14300	Transfer	2464889	1.32
Â	Â	Â	Sale	Â	Â	Â	19/01/2018	-800	Transfer	2464089	1.32
Â	Â	Â	Purchase	Â	Â	Â	26/01/2018	4900	Transfer	2468989	1.33
Â	Â	Â	Sale	Â	Â	Â	26/01/2018	-79589	Transfer	2389400	1.28
Â	Â	Â	Sale	Â	Â	Â	02/02/2018	-243921	Transfer	2145479	1.15
Â	Â	Â	Purchase	Â	Â	Â	09/02/2018	6600	Transfer	2152079	1.16
Â	Â	Â	Sale	Â	Â	Â	09/02/2018	-50	Transfer	2152029	1.16
Â	Â	Â	Purchase	Â	Â	Â	16/02/2018	5900	Transfer	2157929	1.16

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
Â	Â	Â	Â	Â	No. of shares	% of total shares of the company	Â		Â	No of Shares	% of total shares of the company
Â	Â	Â	Sale	Â	Â	Â	16/02/2018	-300	Transfer	2157629	1.16
Â	Â	Â	Sale	Â	Â	Â	23/02/2018	-10500	Transfer	2147129	1.15
Â	Â	Â	Purchase	Â	Â	Â	02/03/2018	7950	Transfer	2155079	1.16
Â	Â	Â	Sale	Â	Â	Â	09/03/2018	-61962	Transfer	2093117	1.12
Â	Â	Â	Purchase	Â	Â	Â	16/03/2018	1000	Transfer	2094117	1.12
Â	Â	Â	Sale	Â	Â	Â	16/03/2018	-2350	Transfer	2091767	1.12
Â	Â	Â	Purchase	Â	Â	Â	23/03/2018	109460	Transfer	2201227	1.18
Â	Â	Â	Sale	Â	Â	Â	23/03/2018	-210360	Transfer	1990867	1.07
Â	Â	Â	Purchase	Â	Â	Â	30/03/2018	505	Transfer	1991372	1.07
Â	Â	Â	Sale	Â	Â	Â	30/03/2018	-9355	Transfer	1982017	1.06
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1982017	1.06
7	AAACR2052G	LTD	Opening Balance	Ravi raj Developers Ltd	1285191	0.69	31/03/2017	Â	Â	1285191	0.69
Â	Â	Â	Purchase	Â	Â	Â	14/04/2017	50000	Transfer	1335191	0.72
Â	Â	Â	Purchase	Â	Â	Â	12/05/2017	25000	Transfer	1360191	0.73
Â	Â	Â	Sale	Â	Â	Â	01/09/2017	-10000	Transfer	1350191	0.73
Â	Â	Â	Purchase	Â	Â	Â	29/09/2017	67150	Transfer	1417341	0.76
Â	Â	Â	Purchase	Â	Â	Â	10/11/2017	27960	Transfer	1445301	0.78
Â	Â	Â	Purchase	Â	Â	Â	15/12/2017	50801	Transfer	1496102	0.80
Â	Â	Â	Purchase	Â	Â	Â	29/12/2017	25290	Transfer	1521392	0.82
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1521392	0.82
8	AAACA7011Q	LTD	Opening Balance	Angel Fincap Private Limited	423403	0.23	31/03/2017	Â	Â	423403	0.23
Â	Â	Â	Purchase	Â	Â	Â	07/04/2017	59897	Transfer	483300	0.26
Â	Â	Â	Purchase	Â	Â	Â	14/04/2017	63500	Transfer	546800	0.29
Â	Â	Â	Sale	Â	Â	Â	21/04/2017	-1918	Transfer	544882	0.29
Â	Â	Â	Purchase	Â	Â	Â	28/04/2017	1000	Transfer	545882	0.29
Â	Â	Â	Sale	Â	Â	Â	05/05/2017	-1380	Transfer	544502	0.29
Â	Â	Â	Sale	Â	Â	Â	12/05/2017	-974	Transfer	543528	0.29
Â	Â	Â	Purchase	Â	Â	Â	26/05/2017	5458	Transfer	548986	0.29
Â	Â	Â	Purchase	Â	Â	Â	09/06/2017	6300	Transfer	555286	0.30
Â	Â	Â	Purchase	Â	Â	Â	16/06/2017	200	Transfer	555486	0.30
Â	Â	Â	Sale	Â	Â	Â	23/06/2017	-1031	Transfer	554455	0.30
Â	Â	Â	Sale	Â	Â	Â	30/06/2017	-5000	Transfer	549455	0.30
Â	Â	Â	Sale	Â	Â	Â	07/07/2017	-119	Transfer	549336	0.30
Â	Â	Â	Sale	Â	Â	Â	04/08/2017	-2444	Transfer	546892	0.29
Â	Â	Â	Purchase	Â	Â	Â	11/08/2017	763904	Transfer	1310796	0.70
Â	Â	Â	Purchase	Â	Â	Â	18/08/2017	34227	Transfer	1345023	0.72
Â	Â	Â	Sale	Â	Â	Â	25/08/2017	-3000	Transfer	1342023	0.72
Â	Â	Â	Purchase	Â	Â	Â	01/09/2017	134100	Transfer	1476123	0.79

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
					No. of shares	% of total shares of the company				No of Shares	% of total shares of the company
Â	Â	Â	Purchase	Â	Â	Â	08/09/2017	64400	Transfer	1540523	0.83
Â	Â	Â	Purchase	Â	Â	Â	15/09/2017	21106	Transfer	1561629	0.84
Â	Â	Â	Sale	Â	Â	Â	22/09/2017	-22000	Transfer	1539629	0.83
Â	Â	Â	Sale	Â	Â	Â	29/09/2017	-7050	Transfer	1532579	0.82
Â	Â	Â	Sale	Â	Â	Â	06/10/2017	-51064	Transfer	1481515	0.80
Â	Â	Â	Purchase	Â	Â	Â	13/10/2017	4300	Transfer	1485815	0.80
Â	Â	Â	Purchase	Â	Â	Â	31/10/2017	1150	Transfer	1486965	0.80
Â	Â	Â	Purchase	Â	Â	Â	03/11/2017	12111	Transfer	1499076	0.81
Â	Â	Â	Purchase	Â	Â	Â	10/11/2017	19095	Transfer	1518171	0.82
Â	Â	Â	Purchase	Â	Â	Â	17/11/2017	22910	Transfer	1541081	0.83
Â	Â	Â	Sale	Â	Â	Â	24/11/2017	-7000	Transfer	1534081	0.82
Â	Â	Â	Sale	Â	Â	Â	01/12/2017	-113	Transfer	1533968	0.82
Â	Â	Â	Sale	Â	Â	Â	08/12/2017	-13107	Transfer	1520861	0.82
Â	Â	Â	Purchase	Â	Â	Â	15/12/2017	2988	Transfer	1523849	0.82
Â	Â	Â	Sale	Â	Â	Â	22/12/2017	-28	Transfer	1523821	0.82
Â	Â	Â	Sale	Â	Â	Â	29/12/2017	-823	Transfer	1522998	0.82
Â	Â	Â	Sale	Â	Â	Â	05/01/2018	-898	Transfer	1522100	0.82
Â	Â	Â	Purchase	Â	Â	Â	12/01/2018	7910	Transfer	1530010	0.82
Â	Â	Â	Sale	Â	Â	Â	19/01/2018	-4534	Transfer	1525476	0.82
Â	Â	Â	Sale	Â	Â	Â	26/01/2018	-58168	Transfer	1467308	0.79
Â	Â	Â	Purchase	Â	Â	Â	02/02/2018	56996	Transfer	1524304	0.82
Â	Â	Â	Purchase	Â	Â	Â	09/02/2018	3249	Transfer	1527553	0.82
Â	Â	Â	Purchase	Â	Â	Â	16/02/2018	51216	Transfer	1578769	0.85
Â	Â	Â	Purchase	Â	Â	Â	23/02/2018	799	Transfer	1579568	0.85
Â	Â	Â	Sale	Â	Â	Â	16/03/2018	-21691	Transfer	1557877	0.84
Â	Â	Â	Sale	Â	Â	Â	23/03/2018	-5195	Transfer	1552682	0.83
Â	Â	Â	Sale	Â	Â	Â	30/03/2018	-43473	Transfer	1509209	0.81
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1509209	0.81
9	AAACS8590C	LTD	Opening Balance	SC INDIA INVESTMENTS PVT LTD	0	0.00	31/03/2017	Â	Â	0	0.00
Â	Â	Â	Purchase	Â	Â	Â	29/09/2017	64802	Transfer	64802	0.03
Â	Â	Â	Purchase	Â	Â	Â	06/10/2017	34175	Transfer	98977	0.05
Â	Â	Â	Purchase	Â	Â	Â	13/10/2017	184274	Transfer	283251	0.15
Â	Â	Â	Purchase	Â	Â	Â	20/10/2017	205157	Transfer	488408	0.26
Â	Â	Â	Purchase	Â	Â	Â	27/10/2017	192431	Transfer	680839	0.37
Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â	Â
Â	Â	Â	Purchase	Â	Â	Â	03/11/2017	10000	Transfer	690839	0.37
Â	Â	Â	Purchase	Â	Â	Â	10/11/2017	10000	Transfer	700839	0.38
Â	Â	Â	Purchase	Â	Â	Â	01/12/2017	103469	Transfer	804308	0.43
Â	Â	Â	Purchase	Â	Â	Â	08/12/2017	51905	Transfer	856213	0.46

SI No	Folio /DPID-Client ID	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Increase/ Decrease in share holding	Reason	Cumulative Shareholding during the Year
					No. of shares	% of total shares of the company				No of Shares	% of total shares of the company
Â	Â	Â	Purchase	Â	Â	Â	15/12/2017	121986	Transfer	978199	0.53
Â	Â	Â	Purchase	Â	Â	Â	22/12/2017	19100	Transfer	997299	0.54
Â	Â	Â	Purchase	Â	Â	Â	29/12/2017	59325	Transfer	1056624	0.57
Â	Â	Â	Purchase	Â	Â	Â	05/01/2018	11979	Transfer	1068603	0.57
Â	Â	Â	Purchase	Â	Â	Â	12/01/2018	12075	Transfer	1080678	0.58
Â	Â	Â	Purchase	Â	Â	Â	26/01/2018	330000	Transfer	1410678	0.76
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	1410678	0.76
10	ADWPD2697K	PUB	Opening Balance	SHELLY DESAI	1395000	0.75	31/03/2017	Â	Â	1395000	0.75
Â	Â	Â	Sale	Â	Â	Â	15/09/2017	-191500	Transfer	1203500	0.65
Â	Â	Â	Sale	Â	Â	Â	22/09/2017	-60000	Transfer	1143500	0.61
Â	Â	Â	Sale	Â	Â	Â	20/10/2017	-10830	Transfer	1132670	0.61
Â	Â	Â	Sale	Â	Â	Â	27/10/2017	-92963	Transfer	1039707	0.56
Â	Â	Â	Sale	Â	Â	Â	03/11/2017	-11360	Transfer	1028347	0.55
Â	Â	Â	Sale	Â	Â	Â	10/11/2017	-288640	Transfer	739707	0.40
Â	Â	Â	Purchase	Â	Â	Â	12/01/2018	739707	Transfer	1479414	0.79
Â	Â	Â	Sale	Â	Â	Â	12/01/2018	-739707	Transfer	739707	0.40
Â	Â	Â	Sale	Â	Â	Â	02/02/2018	-62500	Transfer	677207	0.36
Â	Â	Â	Sale	Â	Â	Â	30/03/2018	-27500	Transfer	649707	0.35
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	Â	Â	649707	0.35

v. Shareholding of Directors and Key Managerial Personnel:

SI no	Folio/Dpid-Clientid	Category	Type	Name of the Share Holder	Shareholding at the beginning of the Year		Date	Cumulative Shareholding during the Year
					No of Shares	% of total shares of the company		No of Shares	% of total shares of the company
1	AAAPP2182Q	DRL	Opening Balance	Pradeep Puri	423610	0.23	31/03/2017	423610	0.23
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	423610	0.23
2	AADPB9898C	DRL	Opening Balance	Raj Kumar Bhargava	77345	0.04	31/03/2017	77345	0.04
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	77345	0.04
3	AAAPR4142A	DRL	Opening Balance	K Ramchand	40000	0.02	31/03/2017	40000	0.02
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	40000	0.02
4	ADGPJ9093D	EMP	Opening Balance	Rajiv Jain	5000	0.00	31/03/2017	5000	0.00
Â	Â	Â	Closing Balance	Â	Â	Â	31/03/2018	5000	0.00

V. INDEBTEDNESS

Â	Secured Loans	Un Sec Loans	Deposits	Total Indebtedness
Indebtedness at the beginning of the FY	Â	Â	Â	Â
i) Principal Amount	55,00,00,000	83,00,000	Â	55,83,00,000
ii) Interest due but not paid	Â	Â	Â	-
iii) Interest accrued but not due	Â	Â	Â	-
Total	55,00,00,000	83,00,000	-	55,83,00,000
Change in Indebtedness during the FY	Â	Â	Â	Â
Additions	-	18,71,00,000	Â	18,71,00,000
Reduction	9,74,61,473	2,41,57,154	Â	12,16,18,627
Net Change	9,74,61,473	21,12,57,154	-	30,87,18,627
Indebtedness at the end of the FY	Â	Â	Â	Â
i) Principal Amount	45,25,38,527	17,12,42,846	Â	62,37,81,373
ii) Interest due but not paid	Â	Â	Â	-
iii) Interest accrued but not due	1,39,620	38,54,226	Â	39,93,846
Total	45,26,78,147	17,50,97,072	-	62,77,75,219

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

Sr. No	Particulars of remuneration	Name of MD/WTD/Manager		Â
	Â	Mr. Pradeep Purl Executive Vice Chairman Upto December 31, 2017	Mr. Ajai Mathur Managing Director	Total
1	Gross Salary	Â	Â	Â
Â	(a) Salary as per provisions Contained in Section 17(1) of the Income Tax Act 1961	-	-	-
Â	(b) Value of Perquisites u/s 17(2) I tax Act 1961	-	-	-
Â	(c) Profit in lieu of Salary U/S 17(3) Income Tax Act 1961	-	-	-
Â	Total (1)	-	-	-
2	Stock Option	-	-	-
3	Sweat Equity	-	-	-
4	Commission	-	-	-
Â	as % of Profit	Â	Â	Â
Â	Others, specify	-	-	-
5	Others, please specify	-	-	-
Â	Sitting Fee	2,10,000	3,00,000	5,10,000
Â	Out-of-pocket Expenses	-	-	-
Â	Total	2,10,000	3,00,000	5,10,000
Â	Ceiling as per the Act	Remuneration paid to Directors is within the limits prescribed under the Companies Act, 2013 and Schedule V thereof.

B. Remuneration to other directors:

SI. No.	Particulars of Remuneration	For attending Board Committee meeting	Commission	Other, please specify	Total
Â	Name of Directors	Â	Â	Â	Â
1	Independent Directors	Â	Â	Â	Â
Â	Mr. R K Bhargava	4,20,000	0	0	4,20,000
Â	Mr. Piyush Mankad	3,60,000	0	0	3,60,000
Â	Dr. Sanat Kaul	4,20,000	0	0	4,20,000
Â	Mr. Deepak Premnarayen	3,30,000	0	0	3,30,000
Â	Ms. Namita Pradhan	90,000	0	0	90,000
Â	Total (1)	16,20,000	0	0	16,20,000
2	Other Non-Executive Directors	Â	Â	Â	Â
Â	Mr. Pradeep Puri*	90,000	0	0	90,000
Â	Mr. K. Ramchand	1,80,000	0	0	1,80,000
Â	Total (2)	2,70,000	0	0	2,70,000
Â	Total (B)= (1) + (2)	18,90,000	0	0	18,90,000
Â	Ceiling as per the Act	Remuneration pad to Directors is within the limits prescribed under the Companies Act, 2013

* with effect from January 1, 2018

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Particulars	CFO	Company Secretary		Total
Â	Rajiv Jain	Pooja Agarwal (Upto May 31 , 2017)	Dhiraj Gera (with effect from June 1, 2017)	Â
Remuneration	Â	Â	Â	Â
1. Gross Salary	Â	Â	Â	Â
(a) Salary as per provisions Contained in Section 17(1) of the Income Tax Act 1961	44,24,950	14,34,595	-	58,59,545
(b) Value of Perquisites u/s 17(2) I tax Act 1961	61,613	87,051	-	1,48,664
(c) Profit in lieu of Salary U/S 17(3) Income Tax Act 1961	-	-	-	-
Total (1)	44,86,563	15,21,646	-	60,08,209
2. Stock Option	-	-	-	-
3. Sweat Equity	-	-	-	-
4. Commission	Â	Â	Â	Â
as % of Profit	-	-	-	-
Others, specify	-	-	-	-
5. Others, please specify	Â	Â	Â	Â
An amount of Rs. 2 lakhs per month excluding applicable taxes towards deputation charges to Urban Mass Transit Company Limited for the period June 1 , 2017 to March 31 , 2018.	Â	Â	20,00,000	20,00,000
Total	44,86,563	15,21,646	20,00,000	80,08,209

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type	Section of the Companies Act	Brief Description	Details of Penalty/ Punishment/ Compounding fees imposed	Authority [RD/NCLT/ COURT]	Appeal made, if any (give Details)
A. COMPANY	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	Â	Â	Â	Â	Â
B. DIRECTORS	Â	Â	Â	Â	Â
Penalty	Â	Â	MM	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	Â	Â	Â	Â	Â
C. OTHER OFFICERS IN DEFAULT	Â	Â	Â	Â	Â
Penalty	Â	Â	Â	Â	Â
Punishment	Â	Â	Â	Â	Â
Compounding	Â	Â	Â	Â	Â

By order of the Board For Noida Toll Bridge Company Limited R. K. Bhargava Chairman DIN : 00016949 Date: May 21, 2018

---

Mar 31, 2016

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Particulars	Year Ended 31-Mar-16	Year Ended 31-Mar-15
Income from Operations	1,289.56	1,229.92
Other Income	28.18	75.16
Operating & Administration	365.65	352.41
Expenses
Profit Before Interest and	952.09	952.67
Depreciation/Amortization & tax
Interest & Finance Charge	26.47	81.06
Depreciation/Amortization	322.64	21.73
Tax Expenses	(220.91)	41.68
Net Profit carried to Balance	823.89	808.20
Sheet
Balance Brought forward	1,609.56	1,482.13
Amount available for	2,433.45	2,290.33
appropriation
APPROPRIATIONS
Transfer to Debenture	-	9.83
Redemption Reserve
Interim Dividend	279.30	372.39
Proposed Dividend	279.30	186.20
Dividend Distribution Tax	113.72	112.36
Profit carried to Balance Sheet	1,761.13	1,609.55

The Income from Operations has increased from Rs. 1,229.92 million to Rs. 1,289.56 million, a 4.85% increase while Profit after Tax (PAT) has increased by 1.94% over the Previous Year.

The reduction in Profit Before Tax (PBT) is primarily on account of change in the useful life of the Intangible Asset “Right to collect toll” and Building, which has been revised to 30 years as consequence of the recent development wherein the Board of Directors of the Company, on July 9, 2015, considered and approved a draft proposal (subject to approval by NOIDA and the Company''s Shareholders) for modification to clauses in the Concession Agreement, including terminating the concession period on March 31, 2031.

Consequent to the change in useful life, depreciation expense in the statement of Profit and Loss is higher by Rs.281.50 Mn. However, increase in PAT by 2% is primarily on account of the reversal of Deferred Tax Liability during the year ended March 31, 2016 - consequent upon the change in the useful life, certain portion of timing difference in respect of depreciation will reverse during the tax holiday period. Anticipated tax benefits of such reversal for the full year have been considered in estimated annual effective income tax rate and accordingly tax expenses of Rs.234.20 Mn has been reversed during the year.

DIVIDEND AND RESERVES

Your Directors have recommended a dividend of 30% (Rs. 3.00/per share of Rs.10/- each) for the FY 2015-16, which includes the interim dividend of 15% Rs. 1.5/- per share of Rs.10/- each) paid out in the month of March 2016 and balance to be paid out after approval of the Shareholders at the Annual General Meeting of the Company to be held in September 2016.

During the year under review, no amount from profit was transferred to General Reserve.

BORROWINGS

The Company has repaid Secured Loan (Deep Discount Bonds) amounting to Rs.224.03 Mn during the year under review in accordance with scheduled repayment terms.

During the year under review, the Company has drawndown a secured term loan amounting to '' 430 million.

OPERATIONS

There has been an overall increase in Average Daily Traffic by 1.55% and in Revenue by 7.45% during the financial year 20152016 as compared to the Previous year mainly on account of an increase in user fees in December, 2014. While commercial traffic has witnessed a fall by 4.26%, car traffic has increased by 2.2% and two-wheeler traffic has increased marginally, by 1.4%. The slowdown in commercial traffic (heavy vehicles) started from November 2015 due to the levy of “Environment Compensation Charge” (ECC) on non-destined commercial vehicles entering Delhi. The imposition of the ECC resulted in heavy vehicles taking alternate routes, thus reducing commercial traffic on the facility.

The Annual Average Daily Traffic (AADT) during the year under review was 116,949 vehicles as against 115,162 vehicles in the Previous Year. The Annual Average Revenue/Day has increased to '' 3.03 million during the year under review, from '' 2.82 million in the Previous Year, indicating an increase of around 7.45%.

The Average Daily Traffic (class wise) and Average Daily Revenue during the year under review, is presented in the Table below:

Month	Buses/ Trucks	Two-Wheelers	Cars	Total	Traffic Growth over previous year	Revenue (''/day)	Revenue Growth over previous year
	(vehicles/ day)	(vehicles/ day)	(vehicles/ day)
Average	3,639	22,622	90,688	1,16,949	1.55%	30,38,745	8%

During the year under review, the Company successfully upgraded its Toll Technology and extended its ETC methods of payment to include Radio Frequency Identification Device (RFID) technology. The new technology is ‘state of the art’ and designed for application of new and multiple methods of payment like video tolling, credit cards, mobile tolling etc. The technology will enable the Company to focus on increasing usage of electronic toll payment methods, thereby increasing throughput through the toll plaza and reducing the waiting time and will also enable faster cash transactions. The high accuracy of the Automatic Vehicle Classification system as well as the ICS cameras, also minimize leakage.

The Company is entitled to annual CPI linked/formula driven increases in User Fees which have not been permitted at regular intervals since April 2009. The last partial User Fee increase was implemented with effect from December 20, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2015, was '' 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2016 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report. A statement containing salient features of the financial statement of subsidiaries/associate companies in the prescribed Form AOC- 1 is annexed to this Report as Annexure 1.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Arun Saha, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013, and Regulation 16 (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year under review, the nonexecutive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

During the year under review there has been no change in the composition of the Board of Directors of the Company.

Pursuant to the provisions of the Companies Act, 2013, and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company has devised a Policy for performance evaluation of all the Independent Directors, Board and Committees of Directors, both executive and non-executive. A structured questionnaire was prepared, covering various aspects of the Board’s functioning, execution and performance of duties, obligations and governance. An evaluation of performance for FY 201516 has been conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Harish Mathur, Executive Director & CEO, Ms. Monisha Macedo, Whole Time Director, Mr. Rajiv Jain, CFO and Ms. Pooja Agarwal, Company Secretary, continue as Key Managerial Personnel of the Company. There has been no change in the Key Managerial Personnel during the year under review.

The following policies of the Company are annexed to this Report:

1. Selection Criteria for Independent Directors of the Company along with the Criteria for Independence (Annexure 2)

2. Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure 3)

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met eight times during the year under review. Details on the Meetings form part of the Corporate Governance Report.

AUDIT COMMITTEE

As per Section 177 of the Companies Act, 2013, the Audit Committee of Directors comprises 6 Directors out of which 4 are Independent. The Independent Directors on the Committee are; Mr. R.K. Bhargava (Chairman), Dr. Sanat Kaul, Mr. Piyush Mankad and Mr. Deepak Premnarayen. The other Members are Mr. Arun Saha, Director and Mr. Harish Mathur, Executive Director & CEO.

All recommendations made by the Audit Committee were accepted by the Board.

Detailed composition of the Committee along with information on the meetings held and attended, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower / Vigil Mechanism Policy, to report genuine concerns or grievances concerning instances of unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct and Business Ethics Policy. The Policy can be accessed on the website of the Company in the investor information section on www.ntbcl.com

The Company has not received any complaints under this policy during the year under review.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (Prevention, Prohibition and Redressal) ACT, 2013

The Company has in place an anti Sexual Harassment Policy, in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received, regarding sexual harassment. All employees of the Company and its subsidiary (permanent, contractual, temporary, trainees) are covered under this Policy. One complaint was received and redressed, during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In terms of Section 135 of the Companies Act, 2013, the Company''s Corporate Social Responsibility Committee (CSR Committee) has been constituted and consists of five Directors, out of which two are Independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Members are Mr. Arun Saha and Mr. K. Ramchand, Directors and Mr. Harish Mathur, Executive Director & CEO. Details of the Committee along with information on the meetings held and attended are given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed in the investor information section on the Company''s website, www.ntbcl.com.

The Report on CSR activities conducted during the year under review as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 and forms part of this Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

It may be noted that during the year under review, the Company has not made any investments nor given any loans / guarantees / provided security in connection with a loan granted to any person or body corporate in terms of Section 186 of the Companies Act, 2013.

Further, being an Infrastructure Company, provisions of Section 186 of the Companies Act, 2013 are not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm''s length basis and in the ordinary course of business. The Company has not entered into any “material” Related Party Transactions during the year. Accordingly, the provisions of Section 188 of the Companies Act, 2013 are not attracted and disclosure in form AOC-2 is not required to be given. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors or Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transaction framework which was approved by the Audit and Board of Directors of the Company at their meetings held on January 28, 2015. The policy on Related Party Transactions has been uploaded in the investor information section of the Company''s website, 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. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, Income Tax Department has raised a demand of '' 196.47 crores for Assessment Year 2013-14 which is primarily on account of addition of arrears of designated returns to be recovered in future from toll, revenue subsidy on account of allotment of Land. The Company has filed an appeal with the first Appellate Authority. Consequent upon the application made by the Company, the Income tax department have stayed the demand up to January 31, 2017.

In the earlier years, Income Tax Department has initiated assessment and reassessment u/s147 of the Income Tax Act, 1961 for Assessment Years 2007-2008, 2008-2009 and 20122013 and raised a demand primarily on account of addition of arrears of designated returns to be recovered in future from toll and other recoveries as per the Concession Agreement. The Company has filed an appeal by the first Appellate Authority. Pending disposal of an appeal by the Appellate Authority, on the application of the Company the Income Tax Department has stayed the demand up to January 31, 2017 or disposal of appeal by CIT(A) whichever is earlier. Details provided in Notes to Accounts.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There was no material change and commitment which materially effect the financial position of the Company occurred between the financial year ended on March 31, 2016 and the date of this report.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of ''10/- each, aggregating to Rs.1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. 10,815 Secured Deep Discount Bonds which were listed on the Bombay Stock Exchange Ltd., and the National Stock Exchange of India Ltd. have been redeemed on November 3, 2015 as per the terms of allotment read with the Scheme of Restructuring approved by the Hon''ble High Court of Judicature at Allahabad.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the Alternative Investment Market (AIM) segment of the London Stock Exchange (LSE), the Company is required to prepare and submit annual and semi-annual financial statements prepared in accordance with IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2015 and March 31, 2016, have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company''s web site: www.ntbcl.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

	Year ended 31-Mar-16 Rupees	Year ended 31-Mar-15 Rupees
Travel	2,92,760	-
Consultancy/ Legal Fees	47,71,233	57,76,802

During the year under review, the Company has replaced the conventional Sodium Vapour lamps being used in the Street Lighting System with energy efficient LED bulbs, to reduce its energy costs. Saving of around 40-50% on energy costs for lighting are expected to be achieved, while simultaneously increasing the lux levels.

The Company is also in the process of setting up a solar power generation system for its captive use.

CREDIT RATING

On repayment of long term loans and Deep Discount Bonds of the Company, CARE has withdrawn the rating assigned to the same.

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance practices followed by the Company along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

RISK MANAGEMENT

The Company has carried out a detailed exercise at the operational as well as the corporate/strategic level, to identify and categorize risks with business and functional heads.

Being an operational project, the risks associated with revenue and Government support have become more significant over the years. Strategic risks viz. Revenue, Financial, Termination, General and Vendor Risks have also been identified and evaluated and the mitigation plan in existence has also been recorded.

A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls. The Company’s internal control system is commensurate with its size, scale and complexity of its operations. The internal audit is entrusted to M/s Patel & Deodhar, Chartered Accountants. The main thrust of the internal audit is to review controls and flag areas of concern and non- compliances, if any. No fraud has been reported so far.

DIRECTORS’ RESPONSIBILITY STATEMENT

The provisions of Section 134(5) of the Companies Act, 2013, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(4) The Directors have prepared the annual accounts on a going concern basis;

(5) The Directors, have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(6) The Directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013, M/s. Luthra & Luthra, Chartered Accountants, were appointed as the Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on September 29, 2014, till the conclusion of the 21st AGM of the Company to be held in 2017, for a period of three years, subject to ratification of their appointment by the Members at every AGM. A certificate confirming their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, to continue as Auditors for FY 2016-17 has been received from the Auditors. The Members are required to ratify the appointment of M/s. Luthra & Luthra, Chartered Accountant as Statutory Auditors of the Company to enable them to continue as the Statutory Auditors till the conclusion of the AGM to be held for FY 2016-17 and to authorize the Board to determine their remuneration.

There are no audit qualifications in the financials for the year under review.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014 framed there under, the Board of Directors had appointed. Mr. Vijaykumar C Solanki (Membership Number 29520), Cost Accountants, as the Cost Auditor of the Company for FY 2016-17. Mr. Solanki has also confirmed his eligibility for appointment for the FY 2016-17 and that he is free from any disqualifications for being appointed as Cost Auditor under the provisions of the Companies Act, 2013. The Board of Directors has recommended to the Members that the remuneration payable to Mr. Solanki, Cost Auditor for FY 2016-2017, be approved at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules framed there under, the Company has appointed GSK & Associates (Registration Number P2014UP036000) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 5 and forms part of the Directors’ Report.

There are no qualifications in the secretarial audit for the year under review.

OTHER STATUTORY DISCLOSURES

The Company had eight employees as on March 31, 2016. None of the employees were in receipt of remuneration of Rs.1 crore or more, during the year under review.

The information required under Section 197(2) of the Companies Act, 2013 read with the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors'' Report for the year under review is given as Annexure 6 to the Report.

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is not applicable to the Company, for the year under review.

EXTRACTS OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9, as required under Section 92 of the Companies Act, 2013 is annexed to this Report as Annexure 7.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, the Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: July 29, 2016

---

Mar 31, 2015

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Year ended Year ended 31.03.2015 31.03.2014

Income from Operations 1,229.92 1,193.73

Other Income 75.16 49.99

Operating & Administration Expenses 352.41 312.48

PBDIT 952.67 931.24

Interest & Finance Charges 81.06 89.44

Depreciation/Amortization 21.73 19.52

Tax Expenses 41.68 274.75

Net Profit carried to B/S 808.20 547.53

Balance Brought forward 1,482.13 1,542.80

Amount available for appropriations 2,290.33 2,090.33

Appropriation

Transfer to General Reserve - 54.75

Transfer to Debenture Redemption Reserve 9.83 8.85

Interim Dividend 372.39 279.30

Proposed Dividend 186.20 186.20

Dividend Distribution Tax 112.36 79.10

Profit carried to Balance Sheet 1,609.55 1,482.13

The Income from Operations has increased by over 3% over the Previous Year while PBDIT has increased by over 2%. The Profit after Tax (PAT), however, has increased by 48% over the Previous Year. Increase in PAT is primarily on account of reduction of tax expenses i.e. Deferred Tax Liability. Since unabsorbed depreciation was fully set off in the last Financial year i.e.2013-14 and no such deferred tax expenses arose during the financial year ended March 2015.

DIVIDEND

Your Directors have recommended a dividend of 30% (Rs.3.00 per share of Rs. 10/- each) for the FY 2014-15, which includes the interim dividend of 20% (Rs.2 /- per share of Rs. 10/- each) paid out in the months of December 2014 and March 2015 and balance to be paid out after approval of the shareholders at the Annual General Meeting of the Company to be held in September 2015.

DEBT REPAYMENT

The Company has repaid loans amounting to Rs. 50 Mn during the financial year 2014- 2015. An amount of Rs. 224.03 Mn owed to Deep Discount Bond holders will be repaid in accordance with the scheduled repayment terms, during Financial Year 2015-16.

OPERATIONS

There has been an overall increase in Average Daily Traffic of 1.38% and in revenue by 4.53% during the year 2014- 2015 as compared to the previous year 2013- 2014. The commercial traffic has witnessed a growth of 6% and cars by 2%, while the two- wheeler traffic has declined marginally by 1%. The drop in two wheeler traffic is probably due to the opening of an underpass from Kalindi to Okhlaon December 19, 2014. The Annual Average Daily Traffic (AADT) during the year under review was 115,162 vehicles as against 113,591 vehicles in the Previous Year.

The Annual Average Revenue/Day has increased to Rs.2.82 million in Financial Year 2014-15, from Rs.2.69 million in the Previous Year, indicating an increase of around 5%. The Income from Operations increased from Rs. 1,193.73 million to Rs. 1,229.92 million, exhibiting a 3% increase.

The average daily traffic and average daily revenue is depicted in the chart below:

The increase in revenue during the year under review as compared to the Previous Year is attributable mainly to the increase in User Fee with effect from December 20, 2014.

The month-wise Average Daily Traffic and Average Daily Revenue from User Fees during FY 2014-15 under various classes of vehicles are presented in the Table below:

Month Buses/ Trucks Two-Wheelers Cars (vehicles/day) (vehicles/day) (vehicles/day)

Apr-14 3,505 23,146 88,903

May-14 3,506 22,993 88,670

Jun-14 3,634 21,891 86,307

Jul-14 3,922 23,670 91,987

Aug-14 3,881 23,475 88,455

Sep-14 4,149 24,529 87,691

Oct-14 3,939 22,487 85,437

Nov-14 4,326 23,777 91,723

Dec-14 4,063 21,221 90,395

Jan-15 3,530 18,373 87,034

Feb-15 3,817 21,508 92,851

Mar-15 3,470 21,343 88,337

Average 3,812 22,368 88,983

Month Total Traffic Revenue Revenue Growth* (Rs. / day) Growth*

Apr-14 1,15,554 0% 27,31,926 0%

May-14 1,15,169 3% 27,21,953 3%

Jun-14 1,11,833 6% 26,59,167 6%

Jul-14 1,19,580 4% 28,42,283 5%

Aug-14 1,15,811 5% 27,49,374 5%

Sep-14 1,16,369 1% 27,62,693 3%

Oct-14 1,11,863 -4% 26,63,341 -3%

Nov-14 1,19,826 4% 28,63,770 4%

Dec-14 1,15,679 3% 28,60,716 7%

Jan-15 1,08,937 -3% 28,84,689 7%

Feb-15 1,18,177 -2% 31,39,855 8%

Mar-15 1,13,151 0% 29,79,455 11%

Average 1,15,162 1% 28,21,602 5%

*over the corresponding period in the previous year.

The contract for supply, installation and maintenance of the Toll Technology was executed on February 21, 2015. The project is under implementation and will be completed within this financial year. Once implemented, the new technology will enable the Company to reduce waiting time at the toll plaza and provide improved services to users.

The Company is entitled to annual CPI linked/formula driven increases in User Fee which have not been permitted at regular intervals since April 2009. A partial User Fee increase was however implemented with effect from December 20, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2014, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2015 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report. A statement containing salient features of the financial statement of subsidiaries/associate companies in the prescribed Form AOC-1 is annexed to this Report as Annexure 1.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR

The Concession Agreement governing the Noida Toll Bridge project was executed on November 12, 1997 between New Okhla Industrial Development Authority (NOIDA), Infrastructure Leasing & Financial Services Limited and the Company. The Noida Toll Bridge was one of the first green-field private toll bridge and road network project implemented in the country in a Special Purpose Company, formed for this purpose. With very little precedence, the Concession Agreement was drafted on a "Fixed Return, Variable Period" format. The privatisation of the road sector, however, has matured considerably since the execution of the Noida Toll Bridge Concession. The Concession Agreements executed for developing infrastructure projects like roads, bridges, tunnel, etc. by the authorities in the past have a fixed tenure ranging from 18 to 30 years depending on the size, geography, investment and the nature of the projects with no guaranteed returns on project cost.

Accordingly, the Board of Directors of the Company at their meeting held on July 9, 2015, considered and approved a proposal which, inter alia, includes modifications to clauses in the Concession Agreement dated November 12, 1997, pertaining to a fixed period concession, bringing an end to the concession period on March 31, 2031.

The proposal will be presented to the shareholders for approval. The modifications once approved will have an impact on the amortization policy of the Company.

There are no other material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report during the year under review, as required under Section 134(3) (I) of the Companies Act, 2013. During the year there was no change in the nature of the business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013, Mr. K. Ramchand, Director, is due to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board of Directors has, at their Meeting held on January 28, 2015, appointed Ms. Monisha Macedo as a Whole Time Director of the Company with effect from February 23, 2015, subject to shareholder approval being obtained at this Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

In terms of Section 149 (7) of the Companies Act, 2013, every Independent Director is required to submit a declaration that he meets the criteria of Independence as defined under the Companies Act, 2013 and the Listing Agreement signed with the Indian Stock Exchanges. Declarations have been received from all the Independent Directors confirming that they meet the criteria of Independence'.

In terms of Clause 49 of the Listing Agreement, a familiarization program was conducted for the Board of Directors of the Company on March 13, 2015, briefing them on their roles and responsibilities, amendments made via the Companies Act, 2013 and the revised Listing Agreement, besides a brief overview of the Company's operations. The programme was attended by all the Independent Directors.

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Company has devised a Policy for performance evaluation of all the Independent Directors, Board, Committees of Directors and other Directors, both executive and non-executive. A structured questionnaire was prepared, covering various aspects of the Board's functioning, execution and performance of duties, obligations and governance and the evaluation of performance for FY 2014-15 conducted. The Directors have expressed their satisfaction with the performance of each of the Directors, Committees and the Board.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, during the year under review, Mr. Harish Mathur, Executive Director & CEO, Ms. Monisha Macedo, Whole Time Director, Mr. Rajiv Jain, CFO and Ms. Pooja Agarwal, Company Secretary have been appointed as Key Managerial Personnel.

The following policies of the Company are annexed to this Report:

1. Selection Criteria for Independent Directors of the Company alongwith the Criteria for Independence (Annexure 2)

2. Remuneration Policy for Directors, Key Managerial Personnel and other employees (Annexure 3)

NUMBER OF BOARD MEETINGS

The Board of Directors of the Company met seven times during the year under review. Details on the Meetings form part of the Corporate Governance Report.

AUDIT COMMITTEE

As per Section 177 of the Companies Act, 2013, the Audit Committee of Directors comprises 6 Directors out of which 4 are Independent. Independent Directors on the Committee are; Mr. R.K. Bhargava (Chairman), Dr. Sanat Kaul, Mr. Piyush Mankad and Mr. Deepak Premnarayen. The other Members are Mr. Arun Saha, Director and Mr. Harish Mathur, ED & CEO.

All the recommendations made by the Audit Committee were accepted by the Board.

Detailed composition of the Committee along with information on the meetings held and attended, are given in the Corporate Governance Report.

WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a Whistle Blower / Vigil Mechanism Policy for Directors and Employees. The main objective of the policy is to establish a vigil mechanism for Directors and Employees to report instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Business Ethics Policy. The Policy can be accessed on the website of the Company at www.ntbcl.com.

The Company has not received any complaints under this policy during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR Committee)

In terms of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility Committee was constituted by the Board of Directors of the Company on April 28, 2014. As stipulated in the Act, the Committee consists of 5 Directors out of which 2 are independent. The Independent Directors are Mr. R. K. Bhargava, Chairman and Dr. Sanat Kaul, Director. Other Members are Mr. Arun Saha and Mr. K. Ramchand, Directors and Mr. Harish Mathur, ED & CEO. Details of the Committee along with information on the meetings held and attended are given in the Corporate Governance Report.

The CSR Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy may be accessed on the Company's website www.ntbcl.com.

The Report on CSR Activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is set out as Annexure 4 and forms part of this Report.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

It may be noted that during the year under review, the Company has not made any investments nor given any loans / guarantees / provided security in connection with a loan granted to any person or body corporate in terms of Section 186 of the Companies Act, 2013.

Further, being an Infrastructure Company, provisions of Section 186 of the Companies Act, 2013 are not applicable.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on an arm's length basis and in the ordinary course of business. The Company has not entered into any "material" Related Party Transactions during the year. Accordingly the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required to be given. There are no materially significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The Company has developed a Related Party Transaction framework which was approved by the Audit and Board of Directors of the Company at their meetings held on January 28, 2015. The policy on Related Party Transactions has been uploaded on the Company's website, http://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. A statement on all Related Party Transactions is placed before the Audit Committee and Board for review on a quarterly basis. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

Assessment / Re-assessment order for AYs 2007-08 and 2008-09 & 2012-13

The Company had received (on April 1, 2014) the Reassessment/Assessment orders for the AYs 2007-08, 2008-09 & 2012-13, along with the Notice of Demand u/s 156 of Income Tax Act, 1961.

Statutory appeals against the said orders have been filed before the Commissioner of Income Tax (Appeals). It may be noted that a substantial part of this demand is based on the calculation of returns forming part of outstanding project cost/designated return to be earned by the Company via collection of User Fee, pursuant to the terms of the Concession Agreement. The Department has classified a part of this outstanding Project Cost as "Other Income". The outstanding Project Cost is not a guaranteed return nor is it owed to the Company by any authority, hence the Department's stand is unlikely to withstand argument.

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd. These Bonds are due for redemption on November 3, 2015.

The Uttar Pradesh Stock Exchange Limited is in the process of exiting from the business of Exchanges. The exact date for this exit has not been communicated by SEBI as yet.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange (AIM), the Company is required to prepare and submit annual and semi annual financial statements prepared in accordance with IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2014 and March 31, 2015, have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company's web site: www.ntbcl.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year. The Company had the following foreign exchange outgo:

Year ended Year ended March 31, 2015 March 31, 2014 Rs. Rs.

(a) Travelling Nil 213,435

(b) Consultancy/Legal fee 5,776,802 5,284,085

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Accounts) Rules, 2014, are not applicable.

As an energy conservation initiative, the Company is exploring the option of setting up a Solar Power Plant on the DND Flyway

CREDIT RATING

Credit Analysis & Research Limited (CARE) has revised the rating (upwards) for the Company's Deep Discount Bonds (DDBs) and long term bank loans from CARE AA- (Double A Minus) to CARE AA (Double A).

"Instruments with this rating are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk."

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

RISK MANAGEMENT

The Company has carried out a detailed exercise at the operational as well as the corporate/strategic level, to identify and categorize risks with business and functional heads.

NTBCL, being an operational project, the risks associated with revenue and government support become more significant. Strategic risks viz. Revenue, Financial, Termination, General and Vendor Risks have been identified and evaluated. The mitigation plan in existence has also been recorded.

A Risk Management Policy was approved by the Board of Directors of the Company on April 30, 2015 and a Risk Management Committee was constituted to monitor the risk framework.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is commensurate with its size, scale and complexity of its operations. The internal audit is entrusted to M/s Patel & Deodhar, Chartered Accountants. The main thrust of internal audit is to review controls and flag areas of concerns, non- compliances, if any. No fraud has been reported so far.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE (Prevention, Prohibition and Redressal) ACT, 2013 (SHWWA)

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees of the Company and its subsidiary (permanent, contractual, temporary, trainees) are covered under this Policy. During the year under review, no complaints have been received.

DIRECTORS' RESPONSIBILITY STATEMENT

The provisions of Section 134(5) of the Companies Act, 2013, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(2) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(3) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(4) the directors have prepared the annual accounts on a going concern basis;

(5) the directors, have laid down internal financial controls to be followed by the company and such internal financial controls are adequate and are operating effectively.

(6) the directors, have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, were appointed as the Auditors of the Company to hold office from the conclusion of the Annual General Meeting (AGM) held on September 29, 2014 till the conclusion of the 21st AGM of the Company to be held on 2017, for a period of three years, subject to ratification of their appointment by the Members at every AGM, A certificate confirming their eligibility under Section 141 of the Companies Act, 2013 and Rules framed thereunder to continue as Auditors for FY 2015-16 has been received from the Auditors. The Members are required to ratify the appointment of Luthra & Luthra as Statutory Auditors of the Company to enable them to continue as the Statutory Auditors of the Company till the conclusion of the AGM to be held in FY 2016-17 and to authorize the Board to determine their remuneration.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules 2014 framed thereunder, the Board of Directors at their Meeting held on September 29, 2014 had appointed. Mr. Dattatray D Chivilkar, Cost Accountants, as the Cost Auditor of the Company for FY 2014-15. Mr. Chivilkar has also confirmed his eligibility for appointment for the FY 2015-16 and that he is free from any disqualifications for being appointed as Cost Auditor under the provisions of the Companies Act, 2013. The Board of Directors has recommended to the Members that the remuneration payable to Mr. Chivilkar, Cost Auditor for FY 2014-15 & FY 2015-16 be approved at the ensuing Annual General Meeting.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made there under, the Company has appointed GSK & Associates (Registration Number P2014UP036000) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure 5 and forms part of the Directors Report.

There are no qualifications in the secretarial audit for the year under review.

OTHER STATUTORY DISCLOSURES

The Company had 8 employees as on March 31,2015. Only one person was in receipt of remuneration of Rs. 60 lac or more, during the year under review. The information required under Section 197 (12) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended March 31, 2015 is given as Annexure 6 to this Report. The employee is not a relative of any Director of the Company and does not hold (by herself or along with Dependant/Immediate Relatives) more than 2% of the Equity Shares of the Company.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable for financial year ending March 31, 2015.

EXTRACTS OF THE ANNUAL RETURN

Extract of the Annual Return of the Company is annexed to this Report as Annexure 7.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: August 4, 2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report along with the Audited Accounts for the financial year ended March 31,2014.

FINANCIAL HIGHLIGHTS (Rs. in Million)

Year ended Year ended 31.3.2014 31.3.2013

Income from Operations 1,193.73 1,060.64

Other Income 49.99 69.73

Operating & Administration Expenses 312.48 324.63

Profit before Interest, Depreciation/ Amortisation & Tax 931.24 805.74

Interest & Finance charges 89.44 128.36

Depreciation/ Amortisation 19.52 18.27

Tax Expense 274.75 237.98

Net Profit/ (Loss) carried to Balance Sheet 547.53 421.13

The Income from Operations has increased by over 12.55 % over the Previous Year while PBDIT has increased by over 15.58%. The Profit after Tax, however, has increased by 30% over the Previous Year.

As per the Concession Agreement dated November 12, 1997 executed with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover the Project Cost together with an agreed rate of return during the concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31,2014 amounts to Rs. 34,579.30 mn.

DIVIDEND

The Directors have recommended a dividend of 25% (Rs. 2.50 per share of Rs. 10/- each) for the FY 2013-14, which includes the interim dividend of 15% (Rs. 1.5/- per share of Rs. 10/- each) paid out in the month of March 2014 and balance to be paid out after approval of the shareholders at the Annual General Meeting.

DEBT REPAYMENT

The Company has repaid loans amounting to Rs. 586.38 Mn during the financial year 2013-2014. The Company expects to repay the balance outstanding loan amount of Rs. 50 mn and Deep Discount Bonds amounting to Rs. 224.03 mn in accordance with scheduled repayment terms between financial year 2014-15 to 2015-16.

OPERATIONS

There has been a marginal decline in the traffic during the year under review when compared to the Previous Year. This decline can be attributed to the comparatively tremendous increase in traffic during the months of December 2012 to February 2013 of the previous financial year, due to the partial closure of the Okhla Barrage / Kalindi Kunj Bridge for repairs (and diversion of traffic onto DND Flyway). The Annual Average Daily Traffic (AADT) during the year under review was 113,591 vehicles as against 114,721 vehicles in the Previous Year. It may be noted that if the increase due to Kalindi closure was to be removed from the previous year''s traffic there would be a growth of 2.2 % in traffic during this financial year.

The Annual Average Revenue/Day has increased to Rs. 2.69 million in Financial Year 2013-14, from Rs. 2.41 million in the Previous Year, indicating an increase of around 11.62 %. The Income from Operations increased from Rs. 1,060.64 million to Rs. 1,193.73 million, exhibiting a 12.55% increase.

The increase in revenue during the year under review as compared to the Previous Year is attributable mainly to the increase in User Fee with effect from April 01,2013.

The month-wise Average Daily Traffic and Average Daily Revenue from User Fees during FY 2013-14 under various classes of vehicles, is presented in the Table below:

The overlay work has been implemented with the least possible disruption to traffic flow. Most work was done during off peak hours in the day and the rest, at night.

The work on the entire stretch of 13.64 km road length is based on recommendations given by the Central Road Research Institute (CRRI). Extremely high quality of work has been done so as to ensure a longer life including the use of “True Pave” imported glass fabric to arrest cracks on the existing surface, delay reflective cracking and provide a moisture barrier, all of which extends the life of the overlay. Further, an average 50 mm thick profile correction course with Dense Bituminous Macadam(DBM) has been laid on depressed/ deformed locations and a 40 mm thick wearing course (Bituminous Concrete) Modified Binder (PMB-40) has been used in the Bituminous Overlay as against the normal binder, again to enhance the life of the overlay.

Besides day to day supervision by an external Consultant both on site as well as at the Plant, third party quality checks were regularly conducted by CRRI. The Company''s Independent Engineer also kept a vigil on all activities being executed on site. The overlay process and quality checks were also periodically reviewed by the Company''s Independent Committee of Directors.

The toll technology is in the process of being upgraded. The Company has advertised, inviting bids, and has received proposals from Indian and foreign companies. Bids are being evaluated. Once implemented, the new technology will enable the Company to provide improved services to users.

The Company is entitled to an annual CPI linked/formula driven increases in User Fee which have not been permitted at regular intervals since April 2009. A partial User Fee increase was however implemented with effect from April 1,2013. The increase for FY 2014-15 has also been delayed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2013, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31,2014 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with its subsidiary form part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013, Mr. Arun K. Saha, Director, is due to retire by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Pursuant to the enactment of the Companies Act, 2013 and in accordance with the provisions of the Listing Agreement with the Stock Exchanges, the Company''s Independent Directors (Mr. Raj K Bhargava, Dr. Sanat Kaul. Mr. Piyush Mankad & Mr. Deepak Premnarayen) are being re-appointed as non-retiring Independent Directors for a period of 5 years at the forthcoming Annual General Meeting. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Companies Act and Clause 49 of the Listing Agreement.

Mr. Harish Mathur was appointed as an Executive Director & CEO of the Company for a period of 3 years, with effect from October 1,2014. The Board of Directors has, in accordance with the provisions of Sections 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013, and the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 ( including any statutory modifications or re-enactments thereof), at their Meeting held on July 28, 2014, based on a nomination received from ITNL, re-appointed Mr. Harish Mathur as Executive Director & CEO for five years with effect from October 1,2014 subject to shareholder approval being obtained at this Annual General Meeting.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164 of the Companies Act, 2013.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi-annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31,2013 and March 31,2014 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP are available on the Company''s web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

The information regarding particulars of remuneration etc of certain employees required under Section 217(2A) of the Companies Act, 1956 and the rules framed there under is given in an annexure which forms part of this report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the shareholders excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988, are not applicable.

CREDIT RATING

Credit Analysis & Research Limited (CARE) has revised the rating (upwards) for the Company''s Deep Discount Bonds (DDBs) and long term bank loans from ''CARE A [Single A ]'' to CARE AA- [Double A Minus]

"Instruments with this rating are considered to have a high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.”

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoter and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Ltd

Mr. R. K. Bhargava

Chairman

DIN : 00016949

Noida, Uttar Pradesh Date : July 28, 2014

Registered Office:

Noida Toll Bridge Company Limited Toll Plaza, DND Flyway Noida - 201 301.

CIN : L45101UP1996PLC019759

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Mar 31, 2013

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs.in Million)

Year ended Year ended 31.3.2012 31.3.2012

Income from Operations 1060.64 929.52

Other Income 69.73 62.05

Operating & Administration Expenses 324.63 251.75

Profit before Interest, Depreciation/ Amortisation & Tax 805.74 739.82

Interest & Finance charges 128.36 156.75

Depreciation/Amortisation 18.27 48.23

Tax Expense 237.98 81.63

Net Profit/(Loss) carried to Balance Sheet. 421.13 453.21

The Income from Operations has increased by over 14% over the Previous Year while PBDIT has increased by over 8.91%. The Profit after Tax, however, has declined over the previous year due to increase in Deferred Tax liability.

As per the Concession Agreement with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover Project Cost together with an agreed rate of return during the concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31, 2013 amounts to Rs. 27,299 million approximately.

DIVIDEND

The Directors have recommended a dividend of 10% (Rs. 1/- per share of Rs. 10/- each) for the FY 2012-13, subject to approval of the shareholders at the Annual General Meeting of the Company to be held in September 2013.

A policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued by the Board. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

DEBT REPAYMENT

The Company has repaid an amount of Rs. 331.87 Mn towards Term Loans during the year under review. The Company expects to repay the balance outstanding loan amount of Rs. 586.47 Mn and Deep Discount Bonds Rs. 224.03 Mn in accordance with scheduled repayment terms, between financial years 2013-14 to 2015-16.

OPERATIONS

The traffic has grown at around 6% during the year under review, over the Previous Year. The Annual Average Daily Traffic (AADT) during the year under review was 114,721 vehicles as against 107,870 vehicles in the Previous Year.

The Annual Average Toll Revenue/Day has increased to Rs. 2.41 million in Financial Year 2012-13, from Rs. 2.10 million in the Previous Year, indicating an increase of around 15%.

The increase in revenue during the year under review as compared to the Previous Year is attributable to the increase in traffic as well as the impact of tariff increase with effect from November 2, 2011. (which impacted FY 2011-12 revenues only for a period of five months). The repair work on Kalindi Kunj Bridge from December 23, 2012 to February 17, 2013 also contributed to the increase in traffic due to diversion of trafic onto our facility.

The month-wise Average Daily Traffic and Average Toll Revenue per day during FY 2012-13, are presented in the Table below:

Month Buses/Trucks Two- Wheelers Cars (vehicles/day) (vehicles/day) (vehicles/day)

April-12 3,703 22.350 83,018

May-12 3.602 22.807 82.419

June-12 2,922 21,453 79,474

July-12 3,340 22,187 84,182

August-12 3.139 21.566 82,928

September-12 3,591 24.122 87.360

October-12 3.959 24.196 89,511

November-12 3.811 22.584 89,543

December-12 5,255 24,899 91,953

January-13 8.542 30.615 97,977

February-13 5.791 24.562 88,274

March-13 3,832 22,412 84,768

Total/Avg 4,291 23,646 86,784

Month Total Traffic Revenue Revenue (vehicles/ day) Growth* (Rs./day) Growth*

April-12 109070 4% 2.273.075 17%

May-12 108.829 5% 2,258.473 17%

June-12 103.849 0.5% 2,142.740 12%

July-12 109,709 2% 2.276.375 14%

August-12 107.633 1% 2,227,988 13%

September-12 115.073 3% 2.380,264 16%

October-12 117.666 8% 2.449.852 21%

November-12 115.937 4% 2,500.896 10%

December-12 122.106 14% 2,587,291 16%

January-13 137.134 31% 2.983.237 36% February-13 118.627 4% 2,543.550 6%

March-13 111.012 1% 2.318.408 1%

Total/Avg 114,721 6% 2,41123 15%

*over the corresponding period in the previous year.

The Company engaged Central Road Research Institute (CRRI) to examine the Mayur Vihar Link Road (MVLR) and submit a report on the extent of repairs required. Based on the recommendations of CRRI the strengthening/overlay of the MVLR was completed in October 2012.

The DND Flyway was commissioned in February 2001. No major maintenance or improvement work has been carried out on the main carriageway of DND Flyway so far. In order to determine the maintenance and strengthening requirements of DND Flyway, a detailed study was conducted by CRRI. As per the recommendations of CRRI, the Company proposes to implement the road overlay in the current Financial Year i.e. 2013-14.

The Company''s toll technology is now over 12 years old. The process of up gradation of toll technology has been started and should be completed within the current Financial Year ie. 2013-14.

The Company is entitled to an Annual CPI linked/formula driven increases in toll which have not been effected at regular intervals since April 2009. A partial toll increase was however implemented with effect from April 1, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2012, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2013 remains the same.

SUBSIDIARY

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with this subsidiary, form part of this Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, Dr. Sanat Kaul and Mr. Deepak Premnarayen, Directors, are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP 2004. Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company''s Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company''s Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2012 and March 31, 2013 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP will be available on the Company''s web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

The information regarding particulars of remuneration etc of certain employees required under Section 217(2A) of the Companies Act, 1956 and the rules framed thereunder is given in an annexure which forms part of this report. In terms of the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to the shareholders excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned any foreign exchange during the year. The foreign exchange expenditure on account of Consultancy/ Legal Fees during the year was Rs. 39,07,865 as against Rs. 41,42,077 in FY 2011 -12.

Since the Company does not have any manufacturing facility, the other particulars required to be provided in terms of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable.

CREDIT RATING

Credit Analysis & Research Limited (CARE) revised the rating for the Company''s Deep Discount Bonds (DDBs) and long term bank loans, from CARE A [Single A).to ''CARE A [Single A ]'' in their Annual Review held in April 2012.

"Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk."

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors'' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted Accounting Standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors for FY 2013-14, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions, Promoters and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Place: Noida, Uttar Pradesh

Date: July 29, 2013

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Mar 31, 2012

The Directors have pleasure in presenting the Annual Report along with the Audited Statement of Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

The financial results of the Company are as under:

(Rs. in Million)

Year ended Year ended 31.03.2012 31.03.2011

Income from Operations 929.52 843.12

Other Income 62.05 30.55

Operating and Administration Expenses 251.75 229.34

Profit before Interest, Depreciation and Amortisation 739.82 644.33

Interest and Finance charges 156.75 172.92

Depreciation/Amortisation 48.23 44.77

Provision for Tax/FBT 81.63 51.71

Net Profit/(Loss) carried to Balance Sheet 453.21 374.93

The income from operations has increased due to an increase in traffic by over 5% over the previous year and increase in toll rates by 10% from November 2011. The profit before and after tax has increased substantially over the previous year.

As per the Concession Agreement with the New Okhla Industrial Development Authority (NOIDA), the Company is entitled to recover project cost together with the agreed rate of return during the Concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provisions of the Concession Agreement. Outstanding amount as on March 31, 2012 amounts to Rs. 2,339 crores.

DIVIDEND

The Company obtained approval from the CDR Empowered Group of Banks and FIs (CDR) to declare a dividend upto 10% during the Financial Year 2011-12. The Company has paid an interim dividend of 5% during October 2011. The Directors have recommended a further dividend of 5% for the FY 2011-12, subject to approval of the shareholders at the Annual General Meeting of the Company to be held in September 2012.

The Directors anticipate that initially a relatively low level of dividend payment, relative to profits, will be appropriate, but a policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

DEBT REPAYMENT

The Company has repaid an amount of Rs. 313.71 Mn towards Term Loans during the year under review. Based on current estimates the Company expects to repay the balance outstanding loan of Rs. 1142.38 Mn consisting of Secured Loans from Banks, Financial Institutions and others: Rs. 918.35 Mn and Deep Discount Bonds: Rs. 224.03 Mn as per scheduled repayment terms between Financial Year 2012-13 to 2015-16 or earlier, subject to availability of cash flows.

OPERATIONS

The traffic has shown a positive growth of around 5.3% during Financial Year 2011-12, over the previous year. The Annual Average Daily Traffic (AADT) during the year was 107,870 vehicles as against 102,394 vehicles in the previous year.

The Annual Average Toll Revenue/Day has increased to Rs. 2.10 million in Financial Year 2011 -12, from Rs. 1.91 million in Financial Year 2010-11, showing an increase of around 10%.

The increase in revenue is attributable to increase in traffic as well as increase in toll rates by approximately 10% with effect from November 2, 2011.

The month-wise Average Daily Traffic and Average Toll Revenue per day during FY 2011-12, are presented in the Table below:

over the corresponding period in the previous year.

The traffic and revenue growth is depicted in the chart below:

The traffic comprised of cars (75%), two wheelers (22%) and commercial vehicles (3%). The composition of traffic has shown a marginal change compared to the previous year; there has been an increase in share by 1% in cars and decrease by 1% in two wheelers. Although commercial vehicles constitute around 3% of total traffic only, the increase in average daily commercial traffic was 12% during the year under review, followed by increase of 6% and 2% in cars and two wheelers respectively.

The AADT has increased by 5,476 vehicles (5.3%) between FY 2010-11 and FY 2011- 2012. The composition of this increase is shown below:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2011, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2012 remains the same.

SUBSIDIARIES

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company along with this subsidiary, form part of this Report.

DIRECTORS

Mr. Harish Mathur, Chief Executive Officer (CEO), was appointed as an Additional Director under Section 260 of the Companies Act, 1956, w.e.f. October 1, 2011. Mr. Harish Mathur was thereafter appointed Executive Director & CEO under Section 269 of the Companies Act, 1956, w.e.f. October 1, 2011, at the meeting of the Board of Directors of the Company held on September 27, 2011. Mr. Mathur's appointment is being confirmed at this Annual General Meeting.

In terms of Section 269 of the Companies Act, 1956, Ms. Monisha Macedo's tenure as Manager lapsed on appointment of an Executive Director, w.e.f. October 1, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr. Piyush Mankad and Mr. K. Ramchand, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP-2004. Options under ESOP-2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

international financial reporting standard (IFRs)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual financial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2011 and March 31, 2012 have been included in this Annual Report. The IFRS results as well as annual audited financials prepared under Indian GAAP will be available on the Company's web site: www.ntbcl.com.

Particulars of employees

None of the employees employed during the year were in receipt of remuneration of more than Rs. 5 lacs per month.

ENERGY CoNsERVATioN, TECHNoLoGY ABsoRPTIoN AND FoREIGN EXCHANGE EARNINGs AND oUTGo

The Company does not own any manufacturing facilities.

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Year ended March 31, 2012 Year ended March 31, 2011

(a) Inventories (OBU), (at CIF Value) Nil Nil

(b) Consultancy/ Listing fees 4,142,077 4,012,547

corporate governance

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

directors' responsibility statement

The provisions of Section 217 (2AA) of the Companies Act, 1956, requires the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the forgoing and on the basis of representations received from the operating management, and after due enquiry, it is confirmed that:

(1) In the preparation of annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures.

(2) The Directors have 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 at the end of the financial year and of the profit or loss of the Company for that period.

(3) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(4) The Directors have prepared the annual accounts on a going concern basis.

statutory auditors

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors for FY 2012-13, if re-appointed.

acknowledgements

The Board of Directors place on record their appreciation for the continued support extended to them by various Government Authorities, Banks, Financial Institutions and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Noida, Uttar Pradesh

Date: July 30, 2012

---

Mar 31, 2011

Dear Members,

FINANCIAL HIGHLIGHTS

(Rs. in Million)

Year ended Year ended

31.03.2011 31.03.2010

Income from Operations 843.12 841.21

Other Income 30.07 18.13

Operating & Administration Expenses 228.86 231.56

Profit before Interest, Depreciation & Amortisation 644.33 627.78

Interest & Finance charges 172.92 171.80

Depreciation/Amortisation 44.77 51.47

Provision for Tax/FBT 51.71 128.96

Net Profit/(Loss) carried to Balance Sheet 374.93 275.55

In the absence of a toll hike, the income from operations has been maintained at last year's level. The Company has incurred a revenue loss of Rs. 66.41 Million and Rs. 167.56 Million for FY 2009-10 and FY 2010-11 respectively, due to non-notification of revised toll tariffs by NOIDA and consequent inability to implement toll hikes.

The Profit before Tax (PBT) has increased marginally. The Profit after Tax, however, has increased substantially due to recognition of Minimum Alternate Tax (MAT) credit.

As per the Concession Agreement with the NewOkhla Industrial Development Authority (NOIDA), the Company is entitled to recover project cost together with agreed rate of return during the Concession period. The outstanding amount in this regard is determined at periodic intervals by the Independent Auditor appointed under the provision of the Concession Agreement. outstanding amount as on March 31, 2011 amounts to Rs. 2,011 crores.

REPAYMENT OF DEBT

As per the terms of the debt restructuring approved by the Corporate Debt Restructuring Empowered Group of Banks and Financial Institutions (CDR), the Company issued Zero Coupon Bonds (ZCB-Series B) of Rs. 555.4 million to Banks, Financial Institutions and others, repayable no later than March 31, 2014, towards the Net Present Value of the sacrifice made by them. The Company has repaid the entire outstanding ZCB –B liability during the current fnancial year.

DIVIDEND

The Directors have, after obtaining approval from the CDR Empowered Group of Banks and FIs (CDR), paid it's frst dividend @ 5% (Rs. 0.50 per share) for the fnancial year 2010-11. The Directors recommend that the above dividend be confrmed and declared as the fnal dividend for the year ended March 31, 2011.

The Directors anticipate that initially a relatively low level of dividend payment, relative to profits, will be appropriate, but a policy of aiming to progressively increase the proportion of profits distributed to shareholders by way of dividend will be pursued. So long as the Company is under the debt restructuring scheme approved by the CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be paid without the prior consent of the CDR.

OPERATIONS

The traffic has marginally declined by 1.8% during Financial Year 2010-11, over the previous year. The average daily traffic (ADT) during the year was 102,394 vehicles as against 104,277 vehicles in the previous year.

The Average Toll Revenue/Day has decreased to Rs. 1.91 million in FY 2010 -11, from Rs. 1.93 million in Financial Year 2009-10, showing a decrease of around 1%.

The toll rates were increased on February 15, 2011, but due to non-notification of revised toll rates by New Okhla Industrial Development Authority (NOIDA), the Company had to roll back the fee hike on February 17, 2011.

The month-wise Average Daily Traffic and Average Toll Revenue per day are presented in the Table below:

Month Buses/ Two- Cars Total Traffic Revenue Revenue Trucks Wheelers Growth* Growth* (vehicles/ day) (vehicles/ day) (vehicles /day) ( Rs./day)

April-10 2,984 24,269 77,479 104,732 6% 1,944,622 (1)%

May-10 2,976 23,520 75,834 102,330 5% 1,903,743 7%

June-10 3,080 23,912 75,504 102,496 2% 1,907,324 4%

July-10 3,042 24,974 77,865 105,881 (1)% 1,959,818 1%

August-10 2,866 24,067 75,887 102,820 (2)% 1,899,620 0%

September -10 2,667 22,936 73,416 99,019 (8)% 1,827,007 (7)%

October-10 2,745 23,237 69,858 95,840 (14)% 1,764,064 (13)%

November-10 2,682 23,138 77,312 103,132 (5)% 1,908,176 (5)%

December-10 3,064 22,169 76,630 101,863 (3)% 1,906,212 (3)%

January-11 3,060 19,816 74,679 97,555 (1)% 1,843,990 0%

February-11 3,611 23,274 81,416 108,301 0% 2,089,252 4%

March-11 3,158 23,580 78,011 104,749 1% 1,950,767 2%

Total/ Average 2,995 23,241 76,158 102,394 (1.8)% 1,908,716 (1)%

*over the corresponding period in the previous year.

The traffic mainly comprised of cars (74%), two wheelers (23%) and commercial vehicles (3%). The composition of traffic, has shown a marginal change compared to the previous year; there has been a decrease of 1% in cars and decrease of 6% in two wheelers. Although commercial vehicles constitute around 3% of total traffic only, the increase in average daily commercial traffic was 12% during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion & Analysis Report is attached and forms part of this Report.

SHARE CAPITAL

The Issued and Subscribed Equity Share Capital of the Company on March 31, 2010, was Rs. 1,861,950,020/-. There were no allotments of shares during the year and hence the share capital on March 31, 2011 remains the same.

SUBSIDIARIES

The Company has one subsidiary, ITNL Toll Management Services Limited. The audited accounts of the subsidiary, as well as the Consolidated Financial Statements of the Company alongwith this subsidiary, form part of this Report.

DIRECTORS

Mr. Mohinder Singh, was appointed on the Board of Directors of the Company, in his ex-officio capacity as Chief Executive Officer, New Okhla Industrial Development Authority, with effect from February 20, 2008. Due to a change in his portfolio, his appointment lapsed with effect from January 19, 2011.

In accordance with the provisions of the Companies Act, 1956, Mr. R. K. Bhargava and Mr. Arun Saha, Directors, are due to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

None of the Directors of the Company are disqualifed from being appointed as Directors as specifed under Section 274 of the Companies Act, 1956.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits during the year under review.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee 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 2,05,000 options remain to be granted under ESOP-2004. Options under ESOP-2004 were granted as per the pricing formula approved by the shareholders.

LISTING

The Company's Equity Shares of Rs. 10/- each, aggregating to Rs. 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd.

10,815 Secured Deep Discount Bonds are listed on the Bombay Stock Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar Pradesh Stock Exchange Association Ltd.

The Company's Global Depository Receipts (GDR) are listed on the Alternative Investment Market (AIM) segment of the London Stock Exchange.

INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)

Pursuant to listing on the AIM segment of the London Stock Exchange, the Company is required to prepare and submit annual and semi annual fnancial statements under IFRS, to AIM.

A reconciliation of Equity and Income statements under Indian GAAP and IFRS as on March 31, 2010 and March 31, 2011, has been included in this Annual Report. The IFRS results as well as annual audited fnancials prepared under Indian GAAP will be available on the Company's web site: www.ntbcl.com.

PARTICULARS OF EMPLOYEES

One employee employed for part of the year was in receipt of remuneration of more than Rs. 5 lacs per month. In accordance with the provisions of Section 217 of the Companies Act, 1956 and the rules framed thereunder, the names and other particulars of the employees is set out in the annexure to the Directors' Report. In terms of the provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the Directors' Report is being sent to all the shareholders of the Company excluding the annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company does not own any manufacturing facilities.

The Company has not earned any foreign exchange during the year.

The Company had the following foreign exchange outgo:

Year ended March 31, 2011 Year ended March 31, 2010

Rs. Rs.

(a) Inventories (OBU), (at CIF Value) Nil 26,66,836

(b) Consultancy/Legal fee 4,012,547 16,076,711

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Indian Stock Exchanges, a Report on Corporate Governance along with an Auditors' certificate on compliance with the provisions of Corporate Governance is annexed and forms part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

The provisions of Section 217 (2AA) of the Companies Act, 1956, required the Board of Directors to provide a statement to the members of the Company in connection with maintenance of books, records and preparation of Annual Accounts in conformity with the accepted accounting standards and past practices followed by the Company. Pursuant to the foregoing, and on the basis of representations received from the operating management, and after due enquiry, it is confrmed that:

1. In the preparation of annual accounts, the applicable Accounting Standards have been followed alongwith proper explanation relating to material departures.

2. The Directors have 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 at the end of the fnancial year and of the profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

STATUTORY AUDITORS

M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to continue as Auditors, if re-appointed.

ACKNOWLEDGEMENTS

The Board of Directors place on record their appreciation for the continued support extended to them by the various Government Authorities, Banks, Financial Institutions and Shareholders of the Company.

The Directors would also like to place on record their appreciation for the hard work and dedication of the employees of the Company at all levels.

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

Noida

Uttar Pradesh

Date: July 21, 2011