Notes to Accounts of Noida Toll Bridge Company Ltd.

Mar 31, 2024

(l) Provisions and Contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

A contingent liability is disclosed for:

• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

In those cases, where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognized or disclosure is made.

(m) Employee Costs

Retirement benefit costs and termination benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. The Company has no obligation, other than the contribution payable to the provident fund and superannuation fund.

For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each balance sheet date. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in Other Comprehensive Income in the period in which they occur. Re-measurement recognised in Other Comprehensive Income is reflected in retained earnings and will not be reclassified to profit and loss.

Past service costs are recognised in Statement of Profit and Loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring costs

Net interest is calculated by applying the discount rate at the beginning of the year to the net defined benefit liability or asset.

Defined benefit costs are categorised as follows:

• service cost (including current service cost, past service cost, as well as gains and losses on curtailments) and

• net interest expense or income; and

• re-measurement

The Company presents the first two components of defined benefit costs in Statement of Profit and Loss under ''Employee Benefits Expense''. Curtailment gains and losses are accounted for as past service costs.

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company''s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the earlier of when the Company can no longer withdraw the offer of the termination benefit or when it recognizes any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

(n) Leases

The Company assesses whether a contract contains a lease, at inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease. Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

(o) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue comprises:

Toll Revenue

Toll Revenue is recognised in respect of toll collected at the Delhi Noida Toll Bridge and Mayur Vihar link Road and the attributed share of revenue from prepaid cards.

License Fee

License fee income from advertisement hoardings, office space and others is recognised on an accrual basis in accordance with contractual rights.

Interest income

Revenue is recognised as interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).

(p) Taxation Current tax

Current tax represents the amount that would be payable based on computation of tax calculated using tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. Current tax is determined based on the amount of tax payable in respect of taxable income for the year.

Deferred tax

Deferred tax is recognized on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses (where such right has not been forgone), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset is relating to the deductible temporary difference arising from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Current and deferred tax are recognised as an expense or income in the Statement of Profit and Loss, except when they relate to items credited or debited either in Other Comprehensive Income or directly in equity, in which case the tax is also recognised in Other Comprehensive Income or directly in equity.

Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax during the specified period. Accordingly, MAT entitlement is recognised as an asset in the Balance Sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Such asset is reviewed at each balance sheet date and the carrying amount of MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the company will pay normal income tax during the specified period.

(q) Financial Assets

All regular way purchases or sales of financial assets are recognised and de-recognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the trade receivables, deposits and other financial assets measured at amortised cost.

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On de-recognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of

the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss as if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

(r) Financial Liabilities and Equity Instruments

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate

The Company''s financial liabilities include trade and other payables, loans and borrowings.

Classification as debt or equity:

Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of the liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities that are not held-for-trading and are not designated as FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ''Finance costs''.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

De-recognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability de-recognised and the consideration paid and payable is recognised in profit or loss.

(r) Share based payment transactions

Equity-settled, share option plans are valued at fair value at the date of the grant and are expensed over the vesting years, based on the Company''s estimate of shares that will eventually vest. The total amount to be expensed over the vesting years is determined by reference to the fair value of the options granted, excluding the impact of any non-market vesting conditions. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. The share awards are valued using the Black-Scholes option valuation method.

The Company recognises the impact of the revision of original estimates, if any, in the Statement of Profit & Loss, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(s) Cash and Cash Equivalents:

Cash and Cash Equivalents comprises of Cash on Hand, Cheques on Hand and demand deposits with Banks (with an original maturity of three months or less from the date

of acquisition). Cash Equivalents are short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risks of changes in value.

(t) Earnings Per Share

Basic earnings per share is calculated by dividing net profit for the period/year by the weighted average number of ordinary shares outstanding during the period/year.

Diluted earnings per share is calculated by dividing the net profit by the weighted average number of ordinary shares outstanding during the period/year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

(u) Dividend

Final dividend on share is recorded as a liability on the date of approval by the shareholders and interim dividend is recorded as a liability on the date of declaration by the Company''s Board of Directors.

(v) Investment in Subsidiaries

Investment in subsidiaries are measured at cost.

30 Taking cognizance of the financial crisis in Infrastructure Leasing & Financial Services Limited ("IL&FS"), the Union of India made an application to the National Company Law Tribunal ("NCLT") and the National Company Law Tribunal, Mumbai Bench , by way of an Order dated October 1, 2018, suspended the erstwhile Board of Directors of 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 Noida Toll Bridge Company Limited ("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 in the assets of ''IL&FS'' and its group companies.

Based on the NCLAT Order dated February 4, 2019, IL&FS Limited has segregated the Group Entities into Green/Amber/Red Category. The Company has been classified as ''Red'' category entity (i.e. an entity which cannot meet its payment obligations even towards its senior secured financial creditors) based on 12 months cash flow.

The interim order of moratorium passed by the NCLAT on October 15, 2018, enables value preservation of the group''s assets and will also assist the government nominated board of directors of IL&FS ("New Board") in its effort to evaluate and prepare a resolution plan keeping in mind the various stakeholders. The NCLAT vide judgment and Order dated March 12, 2020 ("March 2020 Judgment") has upheld the Interim Order thereby continuing the moratorium protection for IL&FS & its group companies.

Further, the re-opening of the books of accounts, investigations by Serious Fraud Investigation Office ("SFIO") and other regulatory agencies and forensic examination by Grant Thornton India LLP is under process for certain group entities, however the same does not have any impact on the financial statements/operations of the Company.

31 Borrowings

(i) 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, 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").

(ii) 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 Company has received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2024 is Rs 47.40 crores i.e Rs 45 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 crores on account of principal and Rs 2.40 crores on account of interest accured upto October 15, 2018, "Cut-off date)

(iii) 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 for 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 accured upto October 15, 2018, "Cut-off date).

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 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 Year''s 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 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 Year''s 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 filed an application for early hearing before Hon''ble ITAT and subsequently the matter was heard by ITAT on May 6, 2022. The appeals on merits along with the stay application were posted for hearing on July 21, 2022 and October 20, 2022, however the matter couldn''t be taken up since the Special counsel appointed by the Department sought the adjournment and therefore got posted to January 25, 2023.

On January 25, 2023 and then on March 15, 2023, the same Learned members of the Hon''ble ITAT were presiding for two different benches, hence due to the paucity of time the matter could not be taken up. Since the appeals are covered by the stay, accordingly at the request of Company''s Counsel the Hon''ble ITAT directed the department for no coercive action till the next date of hearing i.e June 5, 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, thus addressing about 72% of the total demand in appeal with the ITAT of Rs. 23,127 crores. For pending appeals pertaining to Assessment Years 2012-13 to 2014-15, October 11, 2023, was fixed as the date of hearing.. However, on October 11, 2023, December 21, 2023 and February 13, 2024, the Department sought the adjournment and the hearing was posted for May 13, 2024.On May 13,2024 & May 22,2024 the hearing was concluded and the Company as well as the Department have been directed to file the written submissions

The Company on March 12, 2024 filed an application for early hearing in respect of the appeals on penalty imposed for Assessment Years 2006-07 to 2011-12, where in case of the demand raised against the Company, the ITAT has aleady paased its order on merits in favour of the Company while the appeal of the Revenue was dismissed. The matter in respect of AY 2006-07 to 2011-12 was argued on May 16, 2024 and the ITAT, basis its order dated August 8, 2023 deleted the penalty levied and the Stay Application was also dismissed as infructuous. Further, hearing relating to penalty appeals and stay applications for AYs 2012-13, 2013-14 and 2014-15 have been adjourned to July 29, 2024

(iv) In terms of the License Agreement dated August 23, 2018 and November 1, 2018 and addendum thereto dated July 1, 2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. The erstwhile Licensee has initiated an Arbitration proceeding against the Company. The matter with regard thereto has been heard by the Learned Arbitrator on December 6, 2022, December 9, 2022, December 15, 2022, January 21, 2023, February 1, 2023, February 13, 2023, March 3, 2023, March 11, 2023, May 4, 2023, July 7, 2023, August 17, 2023 and October 10, 2023. On October 10, 2023 arguments on the amendment application were concluded and on November 18, 2023, the Learned Arbitrator allowed the amendment application filed by the Company but rejected the amendment application filed by the erstwhile Licensee. Thereafter, the matter was posted for hearing on December 23, 2023, January 29, 2024, March 1, 2024, April 29, 2024 and now has been posted for hearing on May 28, 2024.

The Company also challenged the order of the Arbitrator dated March 3, 2023, requiring the Company to submit a fixed deposit of Rs. 5 crores with the Arbitrator till the final disposal of the matter, in the Hon''ble HC of Delhi and has been

able to obtain a stay on the said order of the Arbitrator on April 12, 2023. Subsequently the matter was heard on August 9, 2023, October 16, 2023 and November 28, 2023.On November 28, 2023 the Hon''ble HC of Delhi allowed the Appeal of the Company and set aside the impugned Order dated March 3, 2023 of the Arbitrator, to the extent it directed the Company to make a deposit of Rs. 5 Crores.

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 HC of Delhi in favour of the Company. On April 8, 2024 the Hon''ble Supreme Court declined to interfere with the impungned order of Hon''ble HC of Delhi and accordingly the SLP filed by erstwhile Licensee was dismissed.

33 Litigation

(i) The Hon''ble High Court of Allahabad has, 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) 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 and against which the Company has filed a Special Leave Petition (SLP) before the Hon''ble Supreme Court of India seeking an interim stay on the said Judgment.

On November 11, 2016, the Hon''ble Supreme Court issued an Interim Order denying the interim stay and sought assistance of the CAG to verify whether the ''Total Cost'' of the Project in terms of the Concession Agreement has been recovered or not by the Company. CAG has submitted its report to the Hon''ble Supreme Court and the bench has directed on September 14, 2018, that the report submitted by the CAG be kept in a sealed cover.

The Special Leave Petition (SLP) is still pending for final adjudication in the Hon''ble Supreme Court. The Company has also notified NOIDA that the Judgement of the Hon''ble Allahabad High Court, read with the Interim Order of the Hon''ble Supreme Court of India constitutes a ''change in law'' under the Concession Agreement and submitted a detailed proposal for modification of the Concession Agreement, so as to place the Company in substantially the same legal, commercial and economic position as it was prior to the said change in law. Since NOIDA did not act on the proposal, the Company had sent a notice of arbitration to NOIDA.

The Arbitral Tribunal has been constituted and both the Company and NOIDA have submitted their claims and counter claims. Further, NOIDA had filed an application under Section 16 of the Arbitration and Conciliation Act, 1961 on the maintainability of the arbitration proceedings, which was rejected by the Arbitral Tribunal vide order dated August 10, 2018.

NOIDA had filed an application in the Delhi High Court, under Section 34 of the Arbitration and Conciliation Act, 1961, challenging the Arbitral Tribunal Order dated August 10, 2018, which has been disposed off by the Delhi High Court on January 31, 2019, without any relief to NOIDA.

NOIDA has also filed an application for directions before the Hon''ble Supreme Court seeking a stay on arbitral proceedings. On April 12, 2019 the Hon''ble Supreme Court directed a stay on Arbitral proceedings.

On January 31, 2020, the Company filed an application for vacation of interim stay granted vide order dated April 12, 2019. In view of the outbreak of COVID-19, the functioning of the Supreme Court was limited to urgent matters only. Pursuant to the filling of letter of urgency the matter was heard by the Hon''ble Supreme Court on September 21, 2020, October 5, 2020, November 18, 2020, January 20, 2021, March 16, 2021, April 15, 2021, July 26, 2021, August 10, 2021, September 8, 2021 and subsequently posted for October 26, 2021.

Meanwhile, the Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NOIDA side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon''ble Supreme Court. Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon''ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021.

Further, on October 26, 2021 the matter was not taken up for hearing by Hon''ble Supreme Court due to paucity of time. The Company once again physically mentioned the Urgency before the Hon''ble Supreme Court on October 28, 2021 and the matter was listed for hearing on November 9, 2021 and subsequently was posted for hearing on December 1, 2021 and December 7, 2021. Subsequently, on December 9, 2021, the matter was mentioned and was heard by the Hon''ble Supreme Court on December 15, 2021, January 6, 2022 and January 10, 2022. On January 19, 2022, the Hon''ble Supreme Court disposed the interim application filed on October 4, 2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.

The SLP was posted to March 29, 2022, for final disposal, and thereafter was posted on May 10, 2022, August 23, 2022, October 18, 2022, November 2, 2022 and January 10, 2023,but could not be taken up due to paucity of time on all ocassions. Subsequently, the matter was heard on July 27, 2023 wherein 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.and the matter was posted for hearing on September 25, 2023. On September 25, 2023 the Learned Bench of Hon''ble Supreme Court took note of the fact that the Respondent have been provided a copy of the CAG Report and thus directed the matter to be listed for final arguments on November 21, 2023.

On November 21, 2023 the Learned Bench noted that service and pleadings in SLP(C) were complete and directed the matter to be listed on January 30, 2024, however, the matter was not taken up on January 30, 2024, February 6, 2024, February 20, 2024, March 5, 2024, April 2, 2024. However, the next date of hearing is yet to be notified.

Based on a legal opinion and basis the provisions of the Concession Agreement (relating to compensation and other recourses), the Company is of the view that the underlying values of the intangible and other assets are not impaired.

The Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets. Accordingly, provision for major maintenance has been carried at Rs. 3,612.74 Lakhs as on March 31, 2024 (As on March 31, 2023 Rs. 3,851.70 Lakhs).

(ii) A Public Interest Litigation, which was filed on October 31, 2015, before the Hon''ble High Court of Delhi by the Confederation of NCR Residents Welfare Association (Society) ("CONRWA") seeking quashing of the Memorandum of Understanding ("MoU") dated November 12, 1997, Support Agreement dated January 14, 1998 and all other consequential permissions granted to the Company for construction and operation of DND Flyway has been dismissed on February 1, 2024, by the Hon''ble High Court of Delhi.

(iii) On September 20, 2021, the Company has received the assessment order from Income Tax Department u/s 143(3) r.w.s. 144B of the Income Tax Act, 1961 for the Assessment Year 2018-19 wherein a demand of Rs. 46.23 crores has been raised, primarily on account of Valuation of Land, Land being treated as revenue subsidy. The Company on September 30, 2021, requested the Assessing Officer of Income Tax to keep the penalty proceedings in abeyance and has 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 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 Year''s 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 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 Year''s 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 filed an application for early hearing before Hon''ble ITAT and subsequently the matter was heard by ITAT on May 6, 2022. The appeals on merits along with the stay application were posted for hearing on July 21, 2022 and October 20, 2022, however the matter couldn''t be taken up since the Special counsel appointed by the Department sought the adjournment and therefore got posted to January 25, 2023.

On January 25, 2023 and then on March 15, 2023, the same Learned members of the Hon''ble ITAT were presiding for two

different benches, hence due to the paucity of time the matter could not be taken up. Since the appeals are covered by the stay, accordingly at the request of Company''s Counsel the Hon''ble ITAT directed the department for no coercive action till the next date of hearing i.e June 5, 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, thus addressing about 72% of the total demand in appeal with the ITAT of Rs. 23,127 crores. For pending appeals pertaining to Assessment Years 2012-13 to 2014-15, October 11, 2023, was fixed as the date of hearing.. However, on October 11, 2023, December 21, 2023 and February 13, 2024, the Department sought the adjournment and the hearing was posted for May 13, 2024.On May 13,2024 & May 22,2024 the hearing was concluded and the Company as well as the Department have been directed to file the written submissions.

The Company on March 12, 2024 filed an application for early hearing in respect of the appeals on penalty imposed for Assessment Years 2006-07 to 2011-12, where in case of the demand raised against the Company, the ITAT has aleady paased its order on merits in favour of the Company while the appeal of the Revenue was dismissed. The matter in respect of AY 2006-07 to 2011-12 was argued on May 16, 2024 and the ITAT, basis its order dated August 8, 2023 deleted the penalty levied and the Stay Application was also dismissed as infructuous. Further, hearing relating to penalty appeals and stay applications for AYs 2012-13, 2013-14 and 2014-15 have been adjourned to July 29, 2024.

(iv) 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, 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 Company has received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2024 is Rs 47.40 crores i.e Rs 45 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 crores on account of principal and Rs 2.40 crores on account of interest accured 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 for 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 accured upto October 15, 2018, "Cut-off date).

(v) The Company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount provided has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs. 2.93 crores and provided the same as a part of the project cost. A sum of Rs. 0.92 crores has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs.2.01 crores based on management estimates.

(vi) The Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NOIDA side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon''ble Supreme Court. Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon''ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021.

On October 26, 2021 the matter was not taken up for hearing by Hon''ble Supreme Court due to paucity of time. The Company once again physically mentioned the Urgency before the Hon''ble Supreme Court on October 28, 2021 and the matter was listed for hearing on November 9, 2021 and subsequently was posted for hearing on December 1, 2021 and December 7, 2021. Subsequently, on December 9, 2021, the matter was mentioned and was heard by the Hon''ble Supreme Court on December 15, 2021, January 6, 2022 and January 10, 2022. On January 19, 2022, the Hon''ble Supreme Court disposed the interim application filed on October 4, 2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.

During September 2018, NOIDA had served a writ of demand for an amount of Rs. 3.69 crores, in relation to revenue from

advertising on the NOIDA side of the DND Flyway and an additional demand (during December 2018 and April 2019) aggregating Rs. 4.76 crores towards arrears of licence fee. The Company had requested NOIDA to keep both the demands in abeyance since the matter had been referred to Arbitration by NOIDA and further no action could be taken against the Company due to the moratorium granted in view of the NCLAT order dated October 15, 2018.

(vii) In terms of the License Agreement dated August 23, 2018 and November 1, 2018 and addendum thereto dated July 1, 2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. The erstwhile Licensee has initiated an Arbitration proceeding against the Company. The matter with regard thereto has been heard by the Learned Arbitrator on December 6, 2022, December 9, 2022, December 15, 2022, January 21, 2023, February 1, 2023, February 13, 2023, March 3, 2023, March 11, 2023, May 4, 2023, July 7, 2023, August 17, 2023 and October 10, 2023. On October 10, 2023 arguments on the amendment application were concluded and on November 18, 2023, the Learned Arbitrator allowed the amendment application filed by the Company but rejected the amendment application filed by the erstwhile Licensee. Thereafter, the matter was posted for hearing on December 23, 2023, January 29, 2024, March 1, 2024, April 29, 2024 and now has been posted for hearing on May 28, 2024.

The Company also challenged the order of the Arbitrator dated March 3, 2023, requiring the Company to submit a fixed deposit of Rs. 5 crores with the Arbitrator till the final disposal of the matter, in the Hon''ble HC of Delhi and has been able to obtain a stay on the said order of the Arbitrator on April 12, 2023. Subsequently the matter was heard on August 9, 2023, October 16, 2023 and November 28, 2023.On November 28, 2023 the Hon''ble HC of Delhi allowed the Appeal of the Company and set aside the impugned Order dated March 3, 2023 of the Arbitrator, to the extent it directed the Company to make a deposit of Rs. 5 Crores.

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 HC of Delhi in favour of the Company. On April 8, 2024 the Hon''ble Supreme Court declined to interfere with the impungned order of Hon''ble HC of Delhi and accordingly the SLP filed by erstwhile Licensee was dismissed.

(viii) Certain other matters relating to project lands, erection of advertising structure, exemption to armed forces personnel from paying toll etc. are under litigation. However based on the legal opinion, the Company believes that there is reasonable probability of success in the matters and that there will be no impact on the financial position of the Company.

34 There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

35 Employees Post Retirement Benefits:

(a) Defined Contribution Plans

The Company has two defined contribution plans, namely provident fund and superannuation fund.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay with the fund every month. The benefit vests upon commencement of employment.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (maximum limit being 15% of basic salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from the insurance company.

A sum of Rs. 3.04 Lakh (previous year - Rs. 2.85 Lakh) has been charged to the Statement of Profit & Loss in this regard.

(b) Defined Benefit Plans

The Company has defined benefit plan, namely gratuity.

Gratuity is computed as 30 days of last drawn salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as communicated by the insurer are deposited with a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

38 Financial Instruments

38.1 Capital management

The company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of debt (borrowings as detailed in notes) and equity of the Company (comprising issued capital and reserves).

38.3 Financial risk management objectives

The main risk arising from the Company''s financial instruments are cash flow interest rate risk, liquidity risk and credit risk. The board reviews and agrees policies for managing these risks as summarised below.

38.3.1 Market risk

The company''s activities expose it primarily to the financial risks of changes in interest rates.

There has been no significant change to the company''s exposure to market risks or the manner in which these risks are managed and measured.

38.3.2 Interest rate risk management

The company is exposed to interest rate risk because it borrows funds primarily at floating interest rates. However, the interest rates are dependent on prime lending rates of the Banks which are not expected to change very frequently and the estimate of the management is that these will not have a significant upward trend

The following tables detail the company''s remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.

38.3.3 Liquidity risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of term loans from banks and other loan instruments.

38.3.4 Credit risk

The Company trades only with recognised creditworthy third parties. It is the Company''s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Company''s exposure to bad debts is not significant.

With respect to credit risk arising from the other financial assets of the Company, which comprise cash and cash equivalents and Security Deposits with third parties, the Company''s exposure to credit risk arises from default of the counter parties, with maximum exposure equal to the carrying amount of these instruments.

Since the Company trades only with recognised third parties, there is no requirement for collateral. However wherever the management considers necessary, the Company obtains collateral in the form of bank guarantees or security deposits from the third parties.

There are no significant concentrations of credit risk within the Company.

39 Segment Reporting

The Concession Agreement with NOIDA confers certain economic rights to the Company. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Company comprises of toll income, advertising income and other related income.

These rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Company does not have different business reporting segments.

Similarly, the Company operates under a single geographical segment.

40 NOIDA has irrevocably granted to the Company the exclusive right and authority during the concession period to develop, establish, finance, design, construct, operate, and maintain the Delhi Noida Toll Bridge as an infrastructure facility.

NOIDA has further granted the exclusive right and authority during the concession period in accordance with the terms and conditions of the agreement to:

- Enjoy complete and uninterrupted possession and control of the lands identified constituting the Delhi Noida Toll Bridge site.

- Own all or any part of the project assets.

- Determine, demand, collect, retain and appropriate a Fee from users of the Delhi Noida Toll Bridge and apply the same in order to recover the Total Cost of Project and the Returns thereon.

- Restrict the use of the Delhi Noida Toll Bridge by pedestrians, cycle rickshaws etc

- Develop, establish, finance, design, construct, operate, maintain and use any facilities to generate development income arising out of the Development Rights that may be granted in accordance with the provisions of the Concession agreement.

- Appoint subcontractors or agents on Company''s behalf to assist it in fulfilling its obligations under the agreement.

SIGNIFICANT TERMS OF THE ARRANGEMENT THAT MAY AFFECT THE AMOUNT, TIMING AND CERTAINTY OF FUTURE CASH FLOW

Concession Year

The Concession Year shall commence on December 30, 1998 (the Effective Date) and shall extend until the earlier of:

• A period of 30 years from the Effective Date;

i.e the date on which the Concessionaire shall recover the total cost of the project and the returns as determined by the independent auditor and the independent engineer through the demand and collection of fee, the receipt, retention and appropriation of development income and any other method as determined by the parties or

In the event of NTBCL not recovering the total project cost and the returns thereon within the specified time, the Concession Year shall be extended by NOIDA for a period of 2 years at a time, until the total project cost and the returns thereon have not been

recovered by the Concessionaire.

In the past, NOIDA has been in discussion with the Company to consider modifications of a few terms of the Concession Agreement. The Company at it''s July 9, 2015 Board meeting, approved the draft proposal (subject to approval by Noida & Shareholders) for terminating the concession & handing over the bridge on March 31, 2031 & freezing the amount payable as on March 31, 2011.

Return

Return means the designated return on the Total Cost of the project recoverable by the concessionaire from the effective date at the rate of 20 % per annum.

Independent Auditor

An Independent Auditor shall be appointed for the entire term of the Concession Agreement. The Independent Auditor shall approve the format for the maintenance of accounts, the accounting standards and the method of cost accounting to be followed by the Concessionaire. The Independent Auditor shall audit, on a quarterly basis the Concessionaire''s accounts.

The Independent Auditor shall also certify the Total Cost of Project outstanding and compute the returns thereon from time to time on a per annum basis.

Fees

The Concession Agreement had determined the Base Fee Rates which have been determined and set according to 1996 figures and shall be revised to determine the initial fee to be applied to the users of the project on the Project Commissioning Date (the "Initial Fee Rate"). The following are the Base Fee Rates:

The Initial Fee Rate shall be determined strictly in accordance with the increase in the CPI, based upon the Base Fee Rates as determined in the Concession Agreement and shall be revised in accordance with the following formula:

IFR = CPI (I)*Base Fee Rate/CPI (B)

Where

IFR = Initial Fee Rate

CPI ( I ) = Consumer Price Index for the month previous to the month of setting the Initial Fee Rate CPI ( B ) = Consumer Price Index of the month in which this Agreement is entered into

The Fee Rates are to be revised annually by the Fee Review Committee. Fee rates are revised as per the following formula:

RFR = CPI ( R ) * IFR / CPI ( I )

Where

RFR = Revised Fee Rate

CPI ( R ) = Consumer Price Index for the month previous to the month in which the revision is taking place CPI ( I ) = Consumer Price Index for the month previous to the month of setting the initial fee rate IFR = Initial Fee Rate

Fee Review Committee

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Mar 31, 2023

(l) Provisions and Contingencies

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement.

A contingent liability is disclosed for:

• Possible obligations which will be confirmed only by future events not wholly within the control of the Company or

• Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

In those cases, where the outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognized or disclosure is made.

(m) Employee Costs

Retirement benefit costs and termination benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. The Company has no obligation, other than the contribution payable to the provident fund and superannuation fund.

For defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each balance sheet date. Re - measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling

(if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in Other Comprehensive Income in the period in which they occur. Re-measurement recognised in Other Comprehensive Income is reflected in retained earnings and will not be reclassified to profit and loss.

Past service costs are recognised in Statement of Profit and Loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring costs

Net interest is calculated by applying the discount rate at the beginning of the year to the net defined benefit liability or asset.

Defined benefit costs are categorised as follows:

• service cost (including current service cost, past service cost, as well as gains and losses on curtailments) and

• net interest expense or income; and

• re-measurement

The Company presents the first two components of defined benefit costs in Statement of Profit and Loss under ‘Employee Benefits Expense’. Curtailment gains and losses are accounted for as past service costs.

The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

A liability for a termination benefit is recognised at the earlier of when the Company can no longer withdraw the offer of the termination benefit or when it recognizes any related restructuring costs.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value

of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

(n) Leases

The Company assesses whether a contract contains a lease, at inception of the contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease. Leases are classified as finance leases where the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

(o) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue comprises:

Toll Revenue

Toll Revenue is recognised in respect of toll collected at the Delhi Noida Toll Bridge and Mayur Vihar link Road and the attributed share of revenue from prepaid cards.

License Fee

License fee income from advertisement hoardings, office space and others is recognised on an accrual basis in accordance with contractual rights.

Interest income

Revenue is recognised as interest accrues (using the effective interest method, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset).

(p) Taxation Current tax

Current tax represents the amount that would be payable based on computation of tax calculated using tax rates and tax laws that have been enacted or

substantively enacted by the end of the reporting period. Current tax is determined based on the amount of tax payable in respect of taxable income for the year.

Deferred tax

Deferred tax is recognized on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax assets and unused tax losses (where such right has not been forgone), to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry forward of unused tax assets and unused tax losses can be utilised, except where the deferred tax asset is relating to the deductible temporary difference arising from the initial recognition of an asset or liability in a transaction that is not a business combination and at the time of transaction, affects neither the accounting profit nor taxable profit or loss.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Current and deferred tax are recognised as an expense or income in the Statement of Profit and Loss, except when they relate to items credited or debited either in Other Comprehensive Income or directly in equity, in which case the tax is also recognised in Other Comprehensive Income or directly in equity.

Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) paid in accordance with the tax laws in India, which gives rise to future economic benefits in the form of adjustment of future

income tax liability, is considered as an asset if there is convincing evidence that the Company will pay normal income tax during the specified period. Accordingly, MAT entitlement is recognised as an asset in the Balance Sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with it will fructify. Such asset is reviewed at each balance sheet date and the carrying amount of MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the company will pay normal income tax during the specified period.

(q) Financial Assets

All regular way purchases or sales of financial assets are recognised and de-recognised on a trade date basis. Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss on the trade receivables, deposits and other financial assets measured at amortised cost.

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

On de-recognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss as if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

(r) Financial Liabilities and Equity Instruments

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate

The Company’s financial liabilities include trade and other payables, loans and borrowings.

Classification as debt or equity:

Debt and equity instruments issued by a Company are classified as either financial liabilities or as equity

in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of the liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities that are not held-for-trading and are not designated as FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs’.

The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

Derecognition of financial liabilities

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount of the financial liability de-recognised and the consideration paid and payable is recognised in profit or loss.

) Share based payment transactions

Equity-settled, share option plans are valued at fair value at the date of the grant and are expensed over the vesting years, based on the Company’s estimate of shares that will eventually vest. The total amount to be expensed over the vesting years is determined by reference to the fair value of the options granted,

excluding the impact of any non-market vesting conditions. At each balance sheet date, the entity revises its estimates of the number of options that are expected to become exercisable. The share awards are valued using the Black-Scholes option valuation method.

The Company recognises the impact of the revision of original estimates, if any, in the Statement of Profit & Loss, with a corresponding adjustment to equity. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

(s) Cash and Cash Equivalents:

Cash and Cash Equivalents comprises of Cash on Hand, Cheques on Hand and demand deposits with Banks (with an original maturity of three months or less from the date of acquisition). Cash Equivalents are short term, highly liquid investments that are

readily convertible into known amounts of cash and which are subject to insignificant risks of changes in value.

(t) Earnings Per Share

Basic earnings per share is calculated by dividing net profit for the period/year by the weighted average number of ordinary shares outstanding during the period/year.

Diluted earnings per share is calculated by dividing the net profit by the weighted average number of ordinary shares outstanding during the period/year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

(u) Dividend

Final dividend on share is recorded as a liability on the date of approval by the shareholders and interim dividend is recorded as a liability on the date of declaration by the Company’s Board of Directors.

(v) Investment in Subsidiaries

Investment in subsidiaries are measured at cost.

30 Taking cognizance of the financial crisis in Infrastructure Leasing & Financial Services Limited (“IL&FS”), the Union of India made an application to the National Company Law Tribunal (“NCLT”) and the National Company Law Tribunal, Mumbai Bench , by way of an Order dated October 1,2018, suspended the erstwhile Board of Directors of 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 Noida Toll Bridge Company Limited (“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/T ribunal/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 in the assets of ‘IL&FS’ and its group companies.

Based on the NCLAT Order dated February 4, 2019, IL&FS Limited has segregated the Group Entities into Green/Amber/ Red Category. The Company has been classified as ‘Red’ category entity (i.e. an entity which cannot meet its payment obligations even towards its senior secured financial creditors) based on 12 months cash flow.

The interim order of moratorium passed by the NCLAT on October 15, 2018, enables value preservation of the group’s assets and will also assist the government nominated board of directors of IL&FS (“New Board”) in its effort to evaluate and prepare a resolution plan keeping in mind the various stakeholders. The NCLAT vide judgment and Order dated March 12, 2020 (“March 2020 Judgment”) has upheld the Interim Order thereby continuing the moratorium protection for IL&FS & its group companies.

Further, the re-opening of the books of accounts, investigations by Serious Fraud Investigation Office (“SFIO”) and other regulatory agencies and forensic examination by Grant Thornton India LLP is under process for certain group entities, however the same does not have any impact on the financial statements/operations of the Company.

31 BORROWINGS

(i) 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, 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”).

(ii) 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 Company has received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2023 is Rs 47.40 crores i.e Rs 45 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 crores on account of principal and Rs 2.40 crores on account of interest accured upto October 15, 2018, “Cut-off date)

(iii) 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 accured upto October 15, 2018, “Cut-off date).

(Rs. in Lakh)

The Company on September 30, 2021, requested the Assessing Officer of Income Tax to keep the penalty proceedings in abeyance and has 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 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 201617 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 Year’s 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 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 Year’s 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 filed an application for early hearing before Hon’ble ITAT and subsequently the matter was heard by ITAT on May 6,2022. The appeals on merits along with the stay application were posted for hearing on July 21,2022 and October 20,2022, however the matter couldn’t be taken up since the Special counsel appointed by the Department sought the adjournment and therefore got posted to January 25, 2023.

On January 25, 2023 and then on March 15, 2023, the same Learned members of the Hon’ble ITAT were presiding for two different benches, hence due to the paucity of time the matter could not be taken up. Since the appeals are covered by the stay, accordingly at the request of Company’s Counsel the Hon’ble ITAT directed the department for no coercive action till the next date of hearing i.e June 5,2023.

(iv) In terms of the License Agreement dated August 23, 2018 and November 1,2018 and addendum thereto dated July 1,2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. The erstwhile Licensee has initiated an Arbitration proceeding against the Company. The matter with regard thereto has been heard by the Learned Arbitrator on December 6, 2022, December 9, 2022, December15, 2022, January 21,2023, February 1,2023, February 13, 2023, March 3, 2023, March 11, 2023 and May 4, 2023 and has now been posted for hearing on July 7, 2023. The Company also challenged the order of the Arbitrator dated March 3, 2023, requiring the company to submit a fixed deposit of Rs 5 crores with the Arbitrator till the final disposal of the matter, in the Hon’ble hC of Delhi and has been able to obtain a stay on the said order of the Arbitrator.

33 LITIGATION

(i) The Hon’ble High Court of Allahabad has, 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) 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 and against which the Company has filed a Special Leave Petition (SLP) before the Hon’ble Supreme Court of India seeking an interim stay on the said Judgment.

On November 11, 2016, the Hon’ble Supreme Court issued an Interim Order denying the interim stay and sought assistance of the CAG to verify whether the ‘Total Cost’ of the Project in terms of the Concession Agreement has been recovered or not by the Company. CAG has submitted its report to the Hon’ble Supreme Court and the bench has directed on September 14, 2018, that the report submitted by the CAG be kept in a sealed cover.

The Special Leave Petition (SLP) is still pending for final adjudication in the Hon’ble Supreme Court. The Company has also notified NOIDA that the Judgement of the Hon’ble Allahabad High Court, read with the Interim Order of the Hon’ble Supreme Court of India constitutes a ‘change in law’ under the Concession Agreement and submitted a detailed proposal for modification of the Concession Agreement, so as to place the Company in substantially the same legal, commercial and economic position as it was prior to the said change in law. Since NOIDA did not act on the proposal, the Company had sent a notice of arbitration to NOIDA.

The Arbitral Tribunal has been constituted and both the Company and NOIDA have submitted their claims and counter claims. Further, NOIDA had filed an application under Section 16 of the Arbitration and Conciliation Act, 1961 on the maintainability of the arbitration proceedings, which was rejected by the Arbitral Tribunal vide order dated August 10, 2018.

NOIDA had filed an application in the Delhi High Court, under Section 34 of the Arbitration and Conciliation Act, 1961, challenging the Arbitral Tribunal Order dated August 10, 2018, which has been disposed off by the Delhi High Court on January 31,2019, without any relief to NOIDA.

NOIDA has also filed an application for directions before the Hon’ble Supreme Court seeking a stay on arbitral proceedings. On April 12, 2019 the Hon’ble Supreme Court directed a stay on Arbitral proceedings.

On January 31,2020, the Company filed an application for vacation of interim stay granted vide order dated April 12, 2019. In view of the outbreak of cOvID-19, the functioning of the Supreme Court was limited to urgent matters only. Pursuant to the filling of letter of urgency the matter was heard by the Hon’ble Supreme Court on September 21,2020, October 5, 2020, November 18, 2020, January 20, 2021, March 16, 2021, April 15, 2021, July 26, 2021, August 10, 2021, September 8, 2021 and subsequently posted for October 26, 2021.

Meanwhile, the Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NOIDA side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon’ble Supreme Court. Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon’ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021.

Further, on October 26, 2021 the matter was not taken up for hearing by Hon’ble Supreme Court due to paucity of time. The Company once again physically mentioned the Urgency before the Hon’ble Supreme Court on October 28, 2021 and the matter was listed for hearing on November 9, 2021 and subsequently was posted for hearing on December 1,2021 and December 7,2021. Subsequently, on December 9,2021, the matter was mentioned and was heard by the Hon’ble Supreme Court on December 15,2021, January 6,2022 and January 10,2022. On January 19,2022, the Hon’ble Supreme Court disposed the interim application filed on October 4,2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.

The SLP had been posted for final disposal on March 29,2022 and thereafter has been posted on May 10, 2022, August 23, 2022, October 18, 2022, November 2, 2022 and January 10, 2023,but could not be taken up due to paucity of time on all ocassions.

Based on a legal opinion and basis the provisions of the Concession Agreement (relating to compensation and other recourses), the Company is of the view that the underlying values of the intangible and other assets are not impaired.

The Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets. Accordingly, provision for major maintenance has been carried at Rs.3,851.70 Lakhs as on March 31,2023 (As on March 31,2022 Rs.3,588.76 Lakhs).

(ii) On September 20, 2021, the Company has received the assessment order from Income Tax Department u/s 143(3) r.w.s. 144B of the Income Tax Act, 1961 for the Assessment Year 2018-19 wherein a demand of Rs.46.23 crores has been raised, primarily on account of Valuation of Land, Land being treated as revenue subsidy.

The Company on September 30, 2021, requested the Assessing Officer of Income Tax to keep the penalty proceedings in abeyance and has 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 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 201617 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 Year’s 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 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 Year’s 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 filed an application for early hearing before Hon’ble ITAT and subsequently the matter was heard by ITAT on May 6,2022. The appeals on merits along with the stay application were posted for hearing on July 21,2022 and October 20,2022, however the matter couldn’t be taken up since the Special counsel appointed by the Department sought the adjournment and the matter was listed for hearing on January 25,2023.

On January 25,2023 and March 15,2023, the same Learned members of the Hon’ble ITAT were presiding for two different benches and due to the paucity of time the matter could not be taken up. Since the appeals are covered by the stay, accordingly at the request of the Company’s Counsel, the Hon’ble ITAT directed the department for no coercive action till the next date of hearing i.e June 5,2023.

(iii) 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, 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 Company has received several notices from ICICI Bank, including the notice dated September 27, 2018 for loan recall and notice of acceleration of the facility. The total outstanding amount upto March 31, 2023 is Rs 47.40 crores i.e Rs 45 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 crores on account of principal and Rs 2.40 crores on account of interest accured 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 accured upto October 15, 2018, “Cut-off date).

(iv) The company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount provided has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs.2.93 crores and provided the same as a part of the project cost. A sum of Rs.0.92 crores has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs.2.01 crores based on management estimates.

(v) The Company on October 4, 2021 received a final Notice of demand dated September 30, 2021, from NOIDA, wherein NOIDA raised an alleged demand of Rs 26.05 crores payable by the Company within three days of receipt thereof, failing which NOIDA threatened to remove all advertisement display on the NoiDa side of the DND Flyway. On receipt of the said Notice, the Company filed an interim application on October 4, 2021, before the Hon’ble Supreme Court.

Based on the Letter of Urgency/ Mentioning filed by the Company, the matter was listed for hearing on October 26, 2021. Inspite of the Company informing all the developments at the Hon’ble Supreme Court to NOIDA, the NOIDA authorities unlawfully removed all the advertisement display from NOIDA side of DND Flyway on October 14, 2021.

On October 26, 2021 the matter was not taken up for hearing by Hon’ble Supreme Court due to paucity of time. The Company once again physically mentioned the Urgency before the Hon’ble Supreme Court on October 28, 2021 and the matter was listed for hearing on November 9, 2021 and subsequently was posted for hearing on December 1, 2021 and December 7,2021. Subsequently, on December 9,2021, the matter was mentioned and was heard by the Hon’ble Supreme Court on December 15,2021, January 6,2021, January 6,2022 and January 10,2022. On January

19.2022, the Hon’ble Supreme Court disposed the interim application filed on October 4,2021, with the direction that the Company may be permitted to put up outdoor advertisement on payment of Rs 125 per square feet per month, in advance, subject to the outcome of the SLP of 2016 filed by the Company.

During September 2018, NOIDA had served a writ of demand for an amount of Rs 3.69 crores, in relation to revenue from advertising on the NOIDA side of the DND Flyway and an additional demand (during December 2018 and April 2019) aggregating Rs 4.76 crores towards arrears of licence fee. The Company had requested NOIDA to keep both the demands in abeyance since the matter had been referred to Arbitration by NOIDA and further no action could be taken against the Company due to the moratorium granted in view of the NCLAT order dated October 15, 2018.

(vi) In terms of the License Agreement dated August 23,2018 and addendums thereto dated November 1,2018 and July 1,2019, entered into with the erstwhile Licensee, the Company has terminated the said Contract as per the provisions thereof. Simultameously tender has been floated for selection of Licensee for display of advertisement on DND Flyway. The erstwhile Licensee has initiated an Arbitration against the Company. The matter was heard by the Learned Arbitrator on December 6,2022, December 9,2022, December15,2022, January 21,2023, February 1,2023, February

13.2023, March 3,2023, March 11,2023 and May 4,2023 and has now been posted for hearing on July 7,2023. Company also challenged one of the orders of the Ld Arbitrator requiring the company to deposit Rs 5 crores with the Arbitrator and has got favourable order from the Hon’ble HC of Delhi.

(vii) Certain other matters relating to project lands, erection of advertising structure, exemption to armed forces personnel from paying toll etc. are under litigation. However based on the legal opinion, the Company believes that there is reasonable probability of success in the matters and that there will be no impact on the financial position of the Company.

34 There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

35 EMPLOYEES POST RETIREMENT BENEFITS:

(a) Defined Contribution Plans

The Company has two defined contribution plans, namely provident fund and superannuation fund.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay with the fund every month. The benefit vests upon commencement of employment.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (maximum limit being 15% of basic salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from the insurance company.

A sum of Rs 2.85 Lakhs (on March 31,2022, Rs.6.08 Lakhs) has been charged to the Statement of Profit & Loss in this respect

(b) Defined Benefit Plans

The Company has defined benefit plan, namely gratuity.

Gratuity is computed as 30 days of last drawn salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as communicated by the insurer are deposited with a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

39 SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Company. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Company comprises of toll income, advertising income and other related income.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Company does not have different business reporting segments.

Similarly, the Company operates under a single geographical segment.

40 NOIDA has irrevocably granted to the Company the exclusive right and authority during the concession period to develop, establish, finance, design, construct, operate, and maintain the Delhi Noida Toll Bridge as an infrastructure facility.

NOIDA has further granted the exclusive right and authority during the concession period in accordance with the terms and conditions of the agreement to:

- Enjoy complete and uninterrupted possession and control of the lands identified constituting the Delhi Noida Toll Bridge site.

- Own all or any part of the project assets.

- Determine, demand, collect, retain and appropriate a Fee from users of the Delhi Noida Toll Bridge and apply the same in order to recover the Total Cost of Project and the Returns thereon.

- Restrict the use of the Delhi Noida Toll Bridge by pedestrians, cycle rickshaws etc

- Develop, establish, finance, design, construct, operate, maintain and use any facilities to generate development income arising out of the Development Rights that may be granted in accordance with the provisions of the Concession agreement.

- Appoint subcontractors or agents on Company’s behalf to assist it in fulfilling its obligations under the agreement.

SIGNIFICANT TERMS OF THE ARRANGEMENT THAT MAY AFFECT THE AMOUNT, TIMING AND CERTAINTY OF FUTURE CASH FLOW

Concession Year

The Concession Year shall commence on December 30, 1998 (the Effective Date) and shall extend until the earlier of:

• A period of 30 years from the Effective Date;

i.e the date on which the Concessionaire shall recover the total cost of the project and the returns as determined by the independent auditor and the independent engineer through the demand and collection of fee, the receipt, retention and appropriation of development income and any other method as determined by the parties or

In the event of NTBCL not recovering the total project cost and the returns thereon within the specified time, the Concession Year shall be extended by NOIDA for a period of 2 years at a time, until the total project cost and the returns thereon have not been recovered by the Concessionaire.

\o. ii i Lam i)

In the past, NOIDA has been in discussion with the Company to consider modifications of a few terms of the Concession Agreement. The Company at it’s July 9, 2015 Board meeting, approved the draft proposal (subject to approval by Noida & Shareholders) for terminating the concession & handing over the bridge on March 31,2031 & freezing the amount payable as on March 3l, 2011.

Return

Return means the designated return on the Total Cost of the project recoverable by the concessionaire from the effective date at the rate of 20 % per annum.

Independent Auditor

An Independent Auditor shall be appointed for the entire term of the Concession Agreement. The Independent Auditor shall approve the format for the maintenance of accounts, the accounting standards and the method of cost accounting to be followed by the Concessionaire. The Independent Auditor shall audit, on a quarterly basis the Concessionaire’s accounts.

The Independent Auditor shall also certify the Total Cost of Project outstanding and compute the returns thereon from time to time on a per annum basis.

a duly qualified person appointed by the representatives of NOIDA and Concessionaire who shall also be the Chairman of the Committee. The Fee Review Committee shall:

• review the need for a revision to existing rates of Fee upon occurrence of unexpected circumstances;

• review the formula for revision of fees

Cost of Project and calculations of return

The total project cost shall be the aggregate of:

• Project Cost

• Major Maintenance Expenses

• Shortfalls in recovery of Returns in a specific financial year

The Project Cost had to be determined on the Project Commissioning date by the Independent Auditor with the assistance of the Independent Engineer.

The amounts available for appropriation by the Company for the purpose of recovering the total project cost and the returns thereon shall be calculated at annual intervals from the Effective Date in the following manner:

Gross revenues from Fee collections, income from advertising and development income Less: O&M expenses

Less: Taxes (excluding any customs or import duties)

Major Maintenance Expenses

‘Major Maintenance Expenses’ refer to all expenses incurred by the Company for any overhaul of, or major maintenance procedure for, the Delhi Noida Toll Bridge or any portion thereof that require significant disassembly or shutdown of the Delhi Noida Toll Bridge including those teardowns overhauls, capital improvements and replacements to major component thereof), which are (i) to be conducted upon the passage of the number of million standard axels or (ii) not regularly scheduled. The Independent Engineer shall determine the necessity, of conducting the major maintenance and certify that the work has been executed in accordance with specifications.

TRANSFER OF THE PROJECT UPON TERMINATION OF CONCESSION PERIOD

On the transfer date, the Company shall transfer and assign the project assets to NOIDA or its nominated agency and shall also deliver to NOIDA on such dates such operating manuals, plans, design drawings and other information as may reasonably be required by NOIDA to enable it to continue the operation of the bridge.

On the transfer date, the bridge shall be in fair condition subject to normal wear and tear having regard for the nature of asset, construction and life of the bridge as determined by the Independent Engineer. NTBCL shall ensure that on the transfer date, the bridge is in the condition so as to operate at the full rated capacity and the surface riding quality of the bridge will have a minimum performance level of 3000 - 3500 mm per Km when measured by bump integrator.

The asset shall be transferred to NOIDA for a sum of Re. 1/-. NOIDA shall be responsible for the cost and expenses in connection with the transfer of the asset.

OTHER OBLIGATIONS DURING THE CONTRACT TERM Major Repairs and Unscheduled Maintenance

NTBCL shall inform the Independent Engineer when the work is necessary and use materials that allow for rapid return to normal service and organise work cruise to minimise disruptions. The Independent Engineer to approve work prior to commencement and after repairs are completed. Further, the Independent Engineer shall confirm that maintenance/ repairs confirm to the required standards.

Overlay

Based on traffic projections and overlay and design Million Standard Axel (MSA), the Company shall indicate, in annual report vis-a-vis the MSA projections, the point of time at which the pavement shall require an ‘overlay’.

Overlay is defined as a strengthening layer which is required over the entire extent of pavement of the main carriageway and cycle track without in any way effecting the safety of structures. This ‘Overlay’ shall be carried out by the Company upon receipt of Independent Engineer approval. The Independent Engineer can also decide an overlay on particular sections based on pavement specifications.

Liability to Third Parties

The Company shall during the Concession Year use reasonable endeavors to mitigate any liabilities to third parties as is foreseeable and arising out of loss or damage to the bridge or the project site.

41 Previous year’s figures have been regrouped/ rearranged wherever necessary to conform to the classification adopted for the current year.

42 APPROVAL OF FINANCIAL STATEMENTS

The standalone financial statements were approved for issue by the Board of Directors on May 24 2023 In terms of our report attached

For N. M. Raiji & Co For and on behalf of

Chartered Accountants Noida Toll Bridge Company Limited

Firm Registration No.: 108296W

Vinay D. Balse Dheeraj Kumar Dilip Bhatia

Partner Executive Director Director

(Membership No.: 039434) DIN No. :07046151 DIN No. :01825694

UDIN : 23039434BGWHWI9203

Rajiv Jain Gagan Singhal

Chief Financial Officer Company Secretary

M. No.: F-7525

Place: Mumbai Place: Noida

Date: May 24, 2023 Date: May 24, 2023

---

Mar 31, 2018

NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2018

		Rs. In lacs
	Year ended March 31, 2018	Year ended March 31, 2017
Reconciliation of Tax Expense:
Accounting Profit before tax	(5,723.28)	282.66
Enacted Tax rates in India	27.55%	33.06%
Computed enacted tax expenses	(1,576.91)	93.45
Income not chargeable to tax	-	-
Temporary differences reversing in tax holiday period	-	26.22
Deferred Tax assets not recognized on Business Loss	1,623.77	-
Total Tax Expenses	50.61	119.67

Rs In lacs
		Year ended March 31, 2019	Year ended Mach 31, 2017
29. EARNING/ (LOSS) PER SHARE
A	Number of Equity shares of Rs. 10 each fully paid up at the beginning of the period	1,861.95	1,861.95
B	Number of Equity shares of Rs. 10 each fully paid up at the period end	1 ,861 .95	1,861.95
C	Weighted Average number of Equity Shares outstanding during the year	1 ,861 .95	1,861.95
D	Net Profit for the Year (?)	(5,776.00)	162.99
E	Basic / Diluted Profit per Share (?)	(3.10)	0.09
F	Nominal value of Equity Share (?)	10.00	10.00

30. The 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, purusant to which an appeal was filed before the Hon''ble Supreme Court of India, seeking an Interim Stay on the said Judgment.

On November 11, 2016, the Hon''ble Supreme Court issued an Interim Order denying the interim stay and sought the assistance of the CAG to verify if the Total Cost of the Project, in terms of the Concession Agreement, had been recovered or not by the Company. The CAG has submitted its report to Hon''ble Supreme Court on March 22, 2017.

At the last hearing held on April 03, 2018, the Hon''ble Supreme Court bench has directed that the Report submitted by CAG be kept in a sealed cover and that the case be listed for hearing on merits in July 2018.

The Company has also notified the NOIDA Authority that the Judgement of the Hon''ble Allahabad High Court read with Interim Order of the Hon''ble Supreme Court of India constitute a Change in Law under the Concession Agreement and sought to be placed in substantially the same legal, commercial and economic position as it was prior to the said Change in Law as provided in the Concession Agreement. The Company thereafter sent Notice of Arbitration to Noida Authority.

The Arbitral Tribunal has been constituted and Company has submitted its Statement of Claim. Noida too has submitted a Counter claim on the Company and filed application on the maintainability of the arbitration proceedings. The Company has challenged the application. At the hearing held on May 19, 2018, the Arbitral Tribunal heard the arguments of the legal counsel of Noida Authority in respect of their application on maintainability of the arbitration proceedings. As the arguments could not be concluded, the Arbitral Tribunal will decide on a date for the next hearing to continue with the arguments.

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 confident that the underlying value of the Intangible and other assets (total of Rs. 55664 lacs) are not impaired and useful life of Intangible assets remains intact i.e. up to March 31, 2031. Accordingly amortisation has been recognised over balance useful life using straight line method of amortisation.

The Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assts. Accordingly, provision of major maintenance has been carried at Rs. 2176 lacs as on March 31, 2018

		Rs. In lacs
	As at March 31, 2018	As at March, 2017
31 . CONTINGENT LIABILITIES AND COMMITMENTS (i) Estimated amount of contracts remaining to be executed on capital account (net of advance of Rs. 8.75 Lacs, Previous Year 825.45 Lacs)	173.71	Nil

(ii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project-affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

(iii) Income Tax demand of Rs. 134003 Lacs (Previous Year Rs. 135520 Lacs) which is majorly on account of addition of designated returns to be recovered as per the concession agreement and revenue subsidy on account of allotment of Land. During the month of April 2018 the Company has received the combined order from the CIT(A) Noida for all the appeals along with the penalty notice under section 271(1)(c) of the Income Tax Act,1961 and the Company is in process of filing an appeal with Income Tax Appellate Tribunal (ITAT). Based on legal opinion, management believes that the outcome of the appeal will be in favour of the Company.

32. LITIGATION

(i) The 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, purusant to which an appeal was filed before the Hon''ble Supreme Court of India, seeking an Interim Stay on the said Judgment.

On November 11, 2016, the Hon''ble Supreme Court issued an Interim Order denying the interim stay and sought the assistance of the CAG to verify if the Total Cost of the Project, in terms of the Concession Agreement, had been recovered or not by the Company. The CAG has submitted its report to Hon''ble Supreme Court on March 22, 2017.

At the last hearing held on April 03, 2018, the Hon''ble Supreme Court bench has directed that the Report submitted by CAG be kept in a sealed cover and that the case be listed for hearing on merits in July 2018.

(ii) "During the previous years, Income Tax Department has raised demands aggregating Rs. 1363.53 crores u/s 143(3)/147 of the Income tax Act,1961, in respect of Assessment Years 2007-2008 to 2014-2015 which are primarily on account of the addition of arrears of designated returns to be recovered in future from toll revenue and subsidy on account of allotment of land . Consequent upon the receipt of order from CIT(A) Noida on April 25, 2018, the Company is in the process of filing an appeal with the Income Tax Appellate Tribunal (ITAT) and based on a legal opinion, the management believes that the outcome of the same will be in favour of the Company.

(iii) "The Company had acquired land on the Delhi side for the construction of a Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the Company had estimated the cost at Rs. 29.32 million and provided the same as a part of the project cost. A sum of Rs. 9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs. 20.12 million based on management estimates.

(iv) Since August 1, 2009, the Company was contesting imposition of a monthly license fee @ Rs. 115/- per sq.ft. of the total display area (as against 25% of the gross revenue generated) by MCD. In May 2010, the Hon''ble High Court directed the Company to deposit license fees at 50% of Rs. 115/- per sqft of the display, till the final disposal of the matter. Out of abundant caution, the management had decided to provide for the license fee as demanded by MCD in full.

In November 2014, the Company had entered into MOU with MCD whereby the Company has obtained permission to display advertisement against payment of monthly license fees @ 25% of total income or 25% of zonal rate (whichever is higher).

In February 2015, the Hon''ble High Court ordered that the imposition of License Fees does not have the authority of law and, accordingly, set aside the MCD demand and ordered MCD to refund the amount deposited pursuant to its order of May 2010. The Company had stopped paying license fees to MCD from February 2015 and filed an application for refund of the amount paid. The Company had written back the provision recognised in this respect in a previous financial year.

In August 2015, MCD has issued a show-cause notice alleging violation of various terms of MOU and subsequently removed all outdoor advertisement/display on the Delhi side of DND flyway. The Company initiated legal action and thereafter was in the process of amicable settlement with MCD.

In December 2017 a Settlement Agreement has been executed between South Delhi Municipal Corporation (SDMC) and the Company for resolving the disputes between SDMC and the Company. SDMC has granted approval to display Outdoor Advertisement for maximum display area of 31000 sq.ft. on the South Delhi side of DND Flyway, for an initial period of 5 years which may be extended by another 2 years period, on the terms and conditions as agreed between SDMC and the Company. This settles the dispute between the company and SDMC relating to display of Outdoor Advertisement within SDMC jurisdiction.

(v) Certain other matters relating to project lands, erection of advertising structure, exemption to armed forces personnel from paying toll etc are under litigation. However based on the legal opinion, the Company believe there is reasonable probability of success in the matters and that there will be no impact on the financial position of the Company.

33. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006. *(Refer Schedule 20)

36. EMPLOYEES POST RETIREMENT BENEFITS:

(a) Defined Contribution Plans

The Company has two defined contribution plans, namely provident fund and superannuation fund. The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment."

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

A sum of Rs. 7,01,453 (Previous Year Rs. 15,62,716) has been charged to the Statement of Profit & Loss in this respect.

(b) Defined Benefit Plans

The Company has defined benefit plan, namely gratuity. Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation."

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

Net Benefit Expenses		In lacs
	Year ended March 31, 2018	Year ended March 31, 2017
Current service cost	2.08	3.16
Net Interest cost	(2.93)	(0.87)
Components of defined benefit costs recognised in profit or loss	(0.85)	2.29
Remeasurement on the net defined benefit liability:
Return on plan assets (excluding amounts included in net interest expense) Actuarial (gains) / losses arising from changes in demographic assumptions	5.87	(3.40)
Actuarial (gains) / losses arising from changes in financial assumptions	(1.32)	3.41
Actuarial (gains) / losses arising from experience adjustments	(1.84)	8.64
Components of defined benefit costs recognised in other comprehensive	2.71	8.65
income
		Rs. In lacs
	Year ended March 31, 2018	Year ended March 31, 2017
Benefit Asset/ (Liability)
Defined benefit obligation	37.14	52.26
Fair value of plan assets	53.11	91.98
Benefit Asset/ (Liability)	15.97	39.72
Changes in the present value of the defined benefit obligation:
Opening defined benefit obligation	52.26	71.14
Interest cost	3.85	5.69
Current service cost	2.08	3.16
Benefits Paid	(17.89)	(39.78)
Net actuarial(gain)/loss recognised in year	(3.16)	12.05
Closing defined benefit obligation	37.14	52.26
Changes in the fair value of plan assets:
Opening fair value of plan assets	91.98	82.03
Expected return	0.91	9.96
Benefits paid Actuarial gains/(losses) on fund	(39.78)	-
Closing fair value of plan assets	53.11	91.99

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of

the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

• If the discount rate is .50% higher (lower), the defined benefit obligation would decrease by Rs. 1,72,744 lacs (increase by Rs.1,84,626 lacs) (as at March 31, 2017: decrease by Rs. 2,73,110 lacs (increase by Rs.2,94,362 lacs)).

• If the expected salary growth increases (decreases) by .50%, the defined benefit obligation would increase by Rs 1,85,928 lacs (decrease by Rs. 1,75,471 lacs) (as at March 31, 2017: increase by Rs. 2,95,418 (decrease by Rs. 2,76,509))

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

The plan asset consists of a scheme of insurance taken by the Trust, which is a qualifying insurance policy. Break down of individual investments that comprise the total plan assets is not supplied by the Insurer.

Discount rate	7.73%	7.37%
Future salary increases	6.50%	6.50%
Rate of interest	6.50%	6.50%
Mortality table used	100% of IALM (2006-08)	100% of IALM (2006-08)

The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market

Contributions expected to be made by the Company during the next year is Rs. 1.08 lacs (previous year Rs. 0.58 lacs)

35. LIST OF RELATED PARTIES AND TRANSACTIONS / OUTSTANDING BALANCES:

(I) Company exercising significant influence over the Company:

Infrastructure Leasing & Financial Services Ltd. IL&FS Transportation Network Limited

		Rs. In lacs
Transactions/ Outstanding balances	Year ended March 31, 2018	Year ended March 31, 2017
Expenditure on other services	54.13	66.62
Interest on Unsecured Short term Loan	101.05	0.04
Dividend on equity	-	736.43

	As at March 31, 2018	As at March 31, 2017
Recoverable as at Period end		-
Payable at the year end	83.48	35.36
Unsecured Short Term Loan	1,712.43	83.00
Interest Accured but not due	38.54	0.04
Equity as at the year end	4,909.50	4,909.50

(ii) Enterprise which is controlled by the company
ITNL Toll Management Services Limited
		Rs. In lacs
Transactions/ Outstanding balances	Year ended March 31, 2018	Year ended March 31, 2017
Interest Income	21.23	-
O&M Fee	480.00	852.15
	As at March 31, 2018	As at March 31, 2017
Investment in Equity Shares	2.55	2.55
Fee paid in advance	97.87	10.00
Receivable as at year end	0.97	232.31
Unsecured Short Term Loan	108.85	-
Interest Accured but not due	14.57	-

(iii) Key Management Personnel

Mr.Ajai Mathur (Managing Director.since March 9,2017)

Mr. Harish Mathur (CEO & Executive Director, upto March 9, 2017)

Ms.Monisha Macedo (Whole Time Director- upto March 14,2017)

Mr.Dhiraj Gera (Company Secretary wef June 1, 2017)

Mr.Rajiv Jain (CFO)

Ms.Pooja Agarwal (upto May 31, 2017)

Executive Directors

Mr.Pradeep Puri (Executive Vice-Chairman, from November 23, 2016 to December 31, 2017)

Non Executive Directors

Mr K Ramchand

Mr R K Bhargava

Mr Deepak Prem Narayan

Mr Piyush G Mankand (upto March 25,2018)

Mr. Sanat Kaul

Mr. Pradeep Puri (Since January 01,2018)

Ms. Namita Pradhan

Mr. Arun K Saha (upto November 23, 2016)

	Rs. In lacs
Transactions	Year ended March 31, 2018	Year ended March 31, 2017
Sitting Fee**	24.00	58.70
Directors Commission	.	55.00
Sitting Fee payable**	1.62
Remuneration paid- Ms.Monisha Macedo	-	143.07
Dividend- Ms.Monisha Macedo	-	0.45
(iv) Associate entities of shareholders having significant influence
-IL&FS Trust Co Ltd
IL&FS Education Technology Services Ltd
Urban Mass Transit Company Limited
		Rs. In lacs
Transactions/ Outstanding balances	Year ended March 31, 2018	Year ended March 31, 2017
Rent Income	228.01	239.04
Facility Management services	1.55	-
Storage Fees	-	20.40
Expenditure on other services	20.00	-
	As at March 31, 2018	As at March 31, 2017
Recoverable as at Period end	8.65	9.32
Payable at the year end	19.44	9.83

36. FINANCIAL INSTRUMENTS

36.1 Capital management

The company manages its capital to ensure that it will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the company consists of debt (borrowings as detailed in notes) and equity of the Company (comprising issued capital and reserves).

38.1.1 Gearing ratio

		Rs. In lacs
Particulars	As At March 31, 2018	As At March 31, 2017
Debt (i)	6,209.65	5,541.08
Cash and bank balances	2.40	23.15
Net debt	6,207.25	5,517.93
Equity (ii)	42,043.31	47,822.02
Net debt to equity ratio	14.4%	11.2%

(i) Debt is defined as long-term, current maturity of long term, short term borrowings and interest accrued thereon (ii) Total equity is defined as equity share capital and reserves and surplus

36.2Categories of financial instruments

		Rs. In lacs
Particulars	As At March 31, 2018	As At March 31, 2017
Financial assets
Financial Assets measured at FVTOCI
Investment	-	-
Financial Assets measured at amortised cost
Cash and bank balances	174.87	193.32
Trade Receivables	722.70	717.40
Loan	109.06	2.60
Others	128.37	30.52
Financial liabilities
Financial Liabilities measured at amortised cost
Borrowings (including Interest Accrued)	6,209.65	5,541.08
Trade Payables	335.85	282.86
Others	2,088.71	1,200.68

36.3 Financial risk management objectives

The main risk arising from the Company''s financial instruments are cash flow interest rate risk, liquidity risk and credit risk. The board reviews and agrees policies for managing these risks as summarised below.

36.3.1 Market risk

The company''s activities expose it primarily to the financial risks of changes in interest rates.

There has been no significant change to the company''s exposure to market risks or the manner in which these risks are managed and measured.

36.3.2 Interest rate risk management

The company is exposed to interest rate risk because it borrows funds primarily at floating interest rates. However, the interest rates are dependent on prime lending rates of the Banks which are not expected to change very frequently and the estimate of the management is that these will not have a significant upward trend

The following tables detail the company''s remaining contractual maturity for its financial liabilities with agreed repayment periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the company can be required to pay.

Particulars	March 31, 2018		March 31, 2017
	Variable interest rate instruments	Fixed interest rate instruments	Variable interest rate instruments	Fixed interest rate instruments
Weighted average effective interest rate (%)
upto 1 year	1,025.39	1,712.43	1,000.00	83.00
1-5 years	3,500.00	-	4,000.00	-
5 years	-	-	500.00	-
Total	I 4,525.39	1,712.43	5,500.00	83.00

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, after the impact of hedge accounting. With all other variables held constant, the Company''s profit before tax is affected through the impact on floating rate borrowings, as follows:

	Increase/ decrease in basis points	Effect on profit before tax
31-Mar-18
INR	50	25.66
INR	-50	(25.57)
31-Mar-17
INR	50	28.66
INR	-50	(28.96)

36.3.3 Liquidity risk

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of term loans with banks and other loan instruments.

36.3.4 Credit risk

The Group trades only with recognised creditworthy third parties. It is the Group''s policy that all customers who wish to trade on credit terms are subject to credit verification procedures. In addition, receivable balances are monitored on an ongoing basis with the result that the Group''s exposure to bad debts is not significant.

With respect to credit risk arising from the other financial assets of the Group, which comprise cash and cash equivalents, loans and advances and available-for-sale financial assets, the Group''s exposure to credit risk arises from default of the counterparty, with maximum exposure equal to the carrying amount of these instruments.

Since the Group trades only with recognised third parties, there is no requirement for collateral. However wherever management feels adequate, obtain collateral in the form of bank guarantees or security deposits from the third parties.

There are no significant concentrations of credit risk within the Group. 36.4 Fair Value Measurement

The following table provides the fair value measurement hierarchy of the company''s asset as of March 31, 2018

					Rs. In lacs
Asset measured at fair	Date of	Total	Fair Value Measurement using
value	valuation		Quoted Price in active Markets	Significant Observable Inputs	Significant Unobservable Inputs
			(Level 1)	(Level 2)	(Level 3)
Intangible Asset	31-Mar-18	49,073.87	-	-	49,073.87
Available for sale Investment	31-Mar-18	-	-	-	-
Asset measured at fair	Date of	Total	Fair Value Measurement using
value	valuation		Quoted Price in active Markets	Significant Observable Inputs	Significant Unobservable Inputs
			(Level 1)	(Level 2)	(Level 3)
Intangible Asset	31-Mar-17	50,601.52	-	-	50,607.52
Available for sale Investment	31-Mar-17	-	-	-	-

There have been no transfers between Level 1 and Level 2 during the period.

Management determined that the intangible assets constitute one class of asset, based on the nature, characteristics and risk of the asset.

37. SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of Advertisement income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Advertisement Revenue is fully variable while license fee is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

38 NOIDA has irrevocably granted to NTBCL the exclusive right and authority during the concession period to develop, establish, finance, design, construct, operate, and maintain the Delhi Noida Toll Bridge as an infrastructure facility.

NOIDA has further granted the exclusive right and authority during the concession period in accordance with the terms and conditions of the agreement to:

Enjoy complete and uninterrupted possession and control of the lands identified constituting the Delhi Noida Toll Bridge site.

Own all or any part of the project assets.

Determine, demand, collect, retain and appropriate a Fee from users of the Delhi Noida Toll Bridge and apply the same in order to recover the Total Cost of Project and the Returns thereon.

Restrict the use of the Delhi Noida Toll Bridge by pedestrians, cycle Rickshaws etc from the Delhi Noida Toll Bridge.

Develop, establish, finance, design, construct, operate, maintain and use any facilities to generate development income arising out of the Development Rights that may be granted in accordance with the provisions of the Concession agreement.

Appoint subcontractors or agents on Company''s behalf to assist it in fulfilling its obligations under the agreement.

SIGNIFICANT TERMS OF THE ARRANGEMENT THAT MAY AFFECT THE AMOUNT, TIMING AND CERTAINTY OF FUTURE CASH FLOW

Concession Year

The Concession Year shall commence on December 30, 1998 (the Effective Date) and shall extend until the earlier of:

• A year of 30 years from the Effective Date;

The date on which the Concessionaire shall recover the total cost of the project and the returns as determined by the independent auditor and the independent engineer through the demand and collection of fee, the receipt, retention and appropriation of development income and any other method as determined by the parties.

In the event of NTBCL not recovering the total project cost and the returns thereon within the specified time the Concession Year shall be extended by NOIDA for a year of 2 years at a time until the total project cost and the returns thereon have not been recovered by the Concessionaire.

In the past, New Okhla Industrial Development Authority has been in discussion with the Company to consider modifications of a few terms of the Concession Agreement. The Company at it''s 9th July 2015 Board meeting, approved the draft proposal (Subject to approval by Noida & Shareholders) for terminating the concession & handing over the bridge on March 31, 2031 & freezing the amount payable as on 31st March 2011.

Return

Return means the designated return on the Total Cost of the project recoverable by the concessionaire from the effective date at the rate of 20 % per annum.

Independent Auditor

An Independent Auditor shall be appointed for the entire term of the Concession Agreement. The Independent Auditor shall approve the format for the maintenance of accounts, the accounting standards and the method of cost accounting to be followed by the Concessionaire. The Independent Auditor shall audit, on a quarterly basis the Concessionaire''s accounts.

The Independent Auditor shall also certify the Total Cost of Project outstanding and compute the returns thereon from time to time on a per annum basis.

Fees

The Concession Agreement had determined the Base Fee Rates which have been determined and set according to 1996 figures and shall be revised to determine the initial fee to be applied to the users of the project on the Project Commissioning Date (the "Initial Fee Rate"). The following are the Base Fee Rates:

Vehicle Type	One Way Fee in Rs.
Earth moving / construction vehicle	30
For each additional axle beyond 2 axle	10
Truck - 2 axles	20
Bus - 2 axles	30
Light Commercial Vehicle	20
Cars and other four wheelers	10
Three wheelers	10
Two wheelers	5
Non-motorised vehicles	-

The Initial Fee Rate shall be determined strictly in accordance with the increase in the CPI, based upon the Base Fee Rates as determined in the Concession Agreement and shall be revised in accordance with the following formula:

IFR = CPI (l)*Base Fee Rate/CPI (B)

Where

IFR = Initial Fee Rate

CPI (I) = Consumer Price Index for the month previous to the month of setting the Initial Fee Rate

CPI ( B) = Consumer Price Index of the month in which this Agreement is entered into

The Fee Rates are to be revised annually by the Fee Review Committee. Fee rates are revised as per the following formula:

RFR = CPI (R) * IFR/CPI (I)

Where

RFR = Revised Fee Rate

CPI ( R) = Consumer Price Index for the month previous to the month in which the revision is taking place

CPI (I) = Consumer Price Index for the month previous to the month of setting the initial fee rate

IFR = Initial Fee Rate

Fee Review Committee

A Fee Review Committee was established which comprised of one representative each of NOIDA, the Concessionaire and a duly qualified person appointed by the representatives of NOIDA and Concessionaire who shall also be the Chairman of the Committee. The Fee Review Committee shall:

• review the need for a revision to existing rates of Fee upon occurrence of unexpected circumstances;

• review the formula for revision of fees Cosf of Project and calculations of return

The total project cost shall be the aggregate of:

• Project Cost

• Major Maintenance Expenses

• Shortfalls in recovery of Returns in a specific financial year

The Project Cost had to be determined on the Project Commissioning date by the Independent Auditor with the assistance of the Independent Engineer.

The amounts available for appropriation by NTBCL for the purpose of recovering the total project cost and the returns thereon shall be calculated at annual intervals from the Effective Date in the following manner:

Gross revenues from Fee collections, income from advertising and development income

Less: O&M expenses

Less: Taxes (excluding any customs or import duties)

Major Maintenance Expenses

''Major Maintenance Expenses'' refer to all expenses incurred by NTBCL for any overhaul of, or major maintenance procedure for, the Delhi Noida Toll Bridge or any portion thereof that require significant disassembly or shutdown the Delhi Noida Toll Bridge including those teardowns overhauls, capital improvements and replacements to major component thereof), which are (i) to be conducted upon the passage of the number of million standard axels or (ii) not regularly schedule. The Independent Engineer shall determine the necessity, of conducting the major maintenance and certify that the work has been executed in accordance with specifications.

TRANSFER OF THE PROJECT UPON TERMINATION OF CONCESSION PERIOD

On the transfer date, NTBCL shall transfer and assign the project assets to NOIDA or its nominated agency and shall also deliver to NOIDA on such dates such operating manuals, plans, design drawings and other information as may reasonably be required by NOIDA to enable it to continue the operation of the bridge.

On the transfer date, the bridge shall be in fair condition subject to normal wear and tear having regard for the nature of asset, construction and life of the bridge as determined by the Independent Engineer. NTBCL shall ensure that on the transfer date, the bridge is in the condition so as to operate at the full rated capacity and the surface riding quality of the bridge will have a minimum performance level of 3000 - 3500 mm per Km when measured by bump integrator.

The asset shall be transferred to NOIDA for a sum Re. 1/-. NOIDA shall be responsible for the cost and expenses in connection with the transfer of the asset.

OTHER OBLIGATIONS DURING THE CONTRACT TERM

Major Repairs and Unscheduled Maintenance

NTBCL shall inform the Independent Engineer when the work is necessary and use materials that allow for rapid return to normal service and organise work cruise to minimise disruptions. The Independent Engineer to approve work prior to commencement and after repairs are completed Independent Engineer shall confirm that maintenance/ repairs confirm to the required standards.

Overlay

Based on traffic projections and overlay and design Million Standard Axel (MSA), NTBCL shall indicate, in annual report visa-vis the MSA projections, the point of time at which the pavement shall require an ''overlay''.

Overlay is defined as a strengthening layer which is require over the entire extent of pavement of the main carriageway and cycle track without in any way effecting the safety of structures. This ''Overlay'' shall be carried out by NTBCL upon receipt of Independent Engineer approval. The Independent Engineer can also decide an overlay on particular sections based on pavement specifications.

Liability to Third Parties

NTBCL shall during the Concession year use reasonable endeavors to mitigate any liabilities to third parties as is foreseeable arising out of loss or damage to the bridge or the project site.

In terms of our report attached	For and on behalf of
For N.M.Raiji & Co Chartered Accountants	NOIDA TOLL BRIDGE COMPANY LIMITED
Reg. No. 108296W	Pradeep Puri	Ajai Mathur
	Director	Managing Director
Vinay D.Balse	DIN 00051987	DIN 00044567
Partner
(M. No. 039434)	Rajiv Jain	Dhiraj Gera
	CFO	Company Secretary
Place: Noida	Place: Noida	A-25827
Date: 21.05.2018	Date: 21.05.2018

---

Mar 31, 2016

Diluted earning per share is calculated by dividing the net profit by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential ordinary shares into ordinary shares.

(iii) The company has only one class of ordinary equity shares having a par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. Each holder of these ordinary shares are entitled to receive dividends as and when declared by the company.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportionate to the number of equity shares held by the shareholders.

were secured by a pari passu first charge in favour of the trustees along with the other senior lenders of the Company on all the project assets which include the Delhi Noida Link Bridge and all tangible and intangible assets including but not limited to rights over the project site, project documents, financial assets such as receivables, cash, investments, insurance proceeds etc.

b. Term loans are secured by a charge on:

(a) a first ranking mortgage and charge on all the Borrower''s immoveable properties, both present and future;

(b) a first charge on all the Borrower''s movable fixed assets, including moveable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles and all other movable assets, both present and future;

(c) a first charge, by way of hypothecation, on all the current assets of the Borrower, both present and future;

(d) a first charge on the future receivables as a Concessionaire in case of partial or total cancellation of Concession Agreement or re-negotiation under a tri-partite agreement; and

(e) Security Interest/ assignment over (i) all the rights, title, interest, benefits, claims and demands whatsoever of the Borrower under the Concession Agreement, except to the extent not permitted by the Government Authority or under Applicable Laws; and (ii) and other intangible assets of the Borrower.

(f) a first charge on all rights, titles, interests, benefits, claims and demands whatsoever of the Borrower, over the current bank account wherein all amounts, revenues, receipts and other receivables, owing to, received and/ or receivable by the Borrower as a Concessionaire under the Concession Agreement are deposited / shall be deposited

C. The term loan from Bank is re-payable in 24 equal quarterly installments starting from December 2016.

Provision for Overlay

The Group has a contractual obligation to maintain, replace or restore infrastructure, except for any enhancement element. Cost of such obligation is measured at the best estimate of the expenditure required to settle the obligation at the balance sheet date and recognized over the period at the end of which the overlay is estimated to be carried out. Major Overlay activities have been completed and next major overlay is expected to be carried out in FY 2017-18 & 2018-19. Further expenses on account Road Safety are expected to be incurred in next financial year.

1. In the past, the Company has been in discussion with New Okhla Industrial Development Authority to consider modifications of some of the terms of the Concession Agreement. Considering the recent developments, the Board of Directors of the Company, on 9th July 2015, considered and approved a draft proposal (Subject to approval by Noida & Share holders) for modifications to clauses in the Concession Agreement including terminating the concession period on March 31, 2031. Accordingly, useful life of the Intangible Asset “Right to collect toll” and Building has been revised to 30 years. Consequent to change in useful life, depreciation expense in the Statement of Profit and Loss for the year is higher by Rs. 2815 lacs.

Consequent to change in useful life, certain portion of timing difference in respect of depreciation will reverse during the tax holiday period. Anticipated tax benefits of such reversal amounting to Rs.2342 lacs has been reversed during year.

2. LITIGATION

(i) Public interest litigations have been filed in the Hon''ble Allahabad High Court and Hon''ble Delhi High Court to make the project a toll free facility for general public. Based on the legal opinion, management believes that there is reasonable probability of success in the matter and has no impact on the financial position of the company at this stage.

(ii) During the year, Income Tax Department has raised a demand of Rs.196.47 crores u/s 143(3) of the Income tax Act,1961 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 level Appellate Authority and based on legal opinion, management believes that the outcome of the same will be in favour of the Company.

Earlier, Income Tax Department has initiated reassessment u/s147 of the Income Tax Act, 1961 for Assessment Years 2007-2008, 2008-2009 and 2012-2013 and raised a demand of Rs.424.73 crores primiarly 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 with the first level Appellate Authority and based on legal opinion, management believes that the outcome of the same will be in favour of the Company.

In few other matters, Income tax demands of Rs.6.50 crores have also been raised for which necessary rectification applications u/s 154 of the Income Tax Act, 1961 have been filed by the Company. The Company expects that the demands will be deleted post rectification by the Department.

(iii) Since August 01, 2009, the Company was contesting imposition of monthly license fee @ Rs.115/- per sq.ft. of the total display area (as against 25% of the gross revenue generated) by MCD. In May 2010, The Hon''ble Court has directed the Company to deposit license fees at 50% of Rs.115/- per sqft of the display till the final disposal of the matter. As an abundant caution the management had decided to provide for the license fee as demanded by MCD in full.

In November 2014, the Company has entered into MOU with MCD whereby the Company has obtained permission to display advertisement against payment of monthly license fees @ 25% of total income or 25% of zonal rate (whichever is higher).

In February 2015, Hon''able High Court ordered that the imposition of License Fees do not have the authority of law, accordingly set aside the MCD demand & ordered MCD to refund amount deposited pursuant to its order of May 2010. The Company has stopped paying license fees to MCD from February 2015 and filed an application for refund of the amount paid. The Company had written back the provision recognized in this respect in previous financial year.

In August 2015, MCD has issued show-cause notice alleging violation of various terms of MOU and subsequently removed all outdoor advertisement/display on the Delhi side of DND flyway. The Company has initiated legal action and is in process of amicable settlement with MCD.

(iv) The company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at '' 29.32 million and provided the same as a part of the project cost. A sum of '' 9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of '' 20.12 million based on management estimates.

(v) Certain other matters i.e. encroachment onto land & installation of unipoles, size of advertisement structures, exemption from paying toll to armed forces personnels etc are under litigation. Based on the legal opinion from its counsel there is reasonable probability of success in the matters and have no impact on the financial position of the company at this stage.

3. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. EMPLOYEES POST RETIREMENT BENEFITS:

(a) Defined Contribution Plans

The Company has two defined contribution plans, namely provident fund and superannuation fund. The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.”

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilized to buy pension annuity from an insurance company.

A sum of Rs.14.35 lacs (PY Rs.13.63 lacs) has been charged to the Statement of Profit & Loss in this respect

(b) Defined Benefit Plans

The Company has defined benefit plan, namely gratuity. Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The following table summarizes the components of net expense recognized in the income statement and amounts recognized in the balance sheet for gratuity.

The plan asset consists of a scheme of insurance taken by the Trust, which is a qualifying insurance policy. Break down of individual investments that comprise the total plan assets is not supplied by the Insurer.

The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market Contributions expected to be made by the Company during the next year is Rs.923,416 (previous year Rs.761,193)

5. SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of toll income and advertising income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

6. PREVIOUS YEAR’S COMPARATIVES:

Figures for the previous year have been regrouped / reclassified to conform to current year''s presentation. Figures in brackets represent negative balance except otherwise stated.

The accompanying notes are an integral part of the financial statements

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Mar 31, 2015

(1) BACKGROUND

(a) Corporate Information

Noida Toll Bridge Company Limited (NTBCL) is a public limited company incorporated and domiciled in India on 8th April 1996 with its registered office at Toll Plaza, DND Flyway, Noida-201301, Uttar Pradesh, India. The equity shares of NTBCL are publicly traded in India on the National Stock Exchange and Bombay Stock Exchange. The Global Depository Receipts (GDRs) represented by equity shares of NTBCL are traded on Alternate Investment Market (AIM) of the London Stock Exchange. The financial statements of NTBCL are the responsibility of the management of the company.

NTBCL has been set up to develop, establish, construct, operate and maintain a project relating to the construction of the Delhi Noida Toll Bridge under the "Build-Own-Operate-Transfer" (BOOT) basis. The Delhi Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining roads and other related facilities, Mayur Vihar Link Road and the Ashram flyover which has been constructed at the landfall of the Delhi Noida Toll Bridge and it operates under a single business and geographical segment.

(b) Service Concession Arrangement entered into between IL&FS, NTBCL and NOIDA

A 'Concession Agreement' entered into between NTBCL, Infrastructure Leasing and Financial Services Limited (IL&FS, the promoter company) and New Okhla Industrial Development Authority (NOIDA), Government of Uttar Pradesh, conferred the right to the Company to implement the project and recover the project cost, through the levy of fees/ toll revenue, with a designated rate of return over the 30 years concession period commencing from 30 December 1998 i.e. the date of Certificate of Commencement, or till such time the designated return is recovered, whichever is earlier. The Concession Agreement further provides that in the event the project cost with the designated return is not recovered at the end of 30 years, the concession period shall be extended by 2 years at a time until the project cost and the return thereon is recovered. The rate of return is computed with reference to the project costs, cost of major repairs and the shortfall in the recovery of the designated returns in earlier years. As per the certification by the independent auditors, the total recoverable amount comprises project cost and 20% designated return. NTBCL shall transfer the Project Assets to the New Okhla Industrial Development Authority in accordance with the Concession Agreement upon the full recovery of the total cost of project and the returns thereon.

New Okhla Industrial Development Authority had initiated preliminary discussions with the Company to consider modification of some of the terms and conditions of the Concession Agreement. Pending outcome of such discussions, the accounts have been prepared based on extant Concession Agreement.

(c) Designated Returns to be Recovered

The independent auditors of the Project appointed in terms of the Concession Agreement have ascertained the cost of the Delhi Noida Link Bridge incurred till March 31, 2001 on provisional basis pending certain payments, which would be effected on submission of the final bills by the contractor as per terms of the contract and clearance of the same by the Project Engineer. The independent auditors have determined the amount to be recovered including 20% return as designated under the Concession Agreement and due to the company till March 31, 2014 as Rs. 34,579.30 million.

(d) Early adoption of Exposure Draft of Guidance Note "Accounting for Service Concession Agreement"

The Institute of Chartered Accountants of India has issued Exposure Draft of the Guidance Note (Guidance Note) on Accounting for Service Concession Arrangements. Early application of Guidance Note is permitted. The Company had early adopted the Guidance Note with effect from first day of Financial Year 2008-2009 i.e. April 1, 2008.

The Company has determined that the intangible asset model under the guidance Note is applicable to the Concession. In particular, the Company notes that users pay tolls directly so the granter does not have primary responsibility to pay the operator.

In order to facilitate the recovery of the project cost and 20% designated returns through collection of toll and development rights, the grantor has guaranteed extensions to the terms of the Concession, initially set at 30 years.

The Company has received an "in-principle" approval for development rights from the grantor. Howeverthe Company has not yet entered into any agreement with the grantor which would constitute an assurance from the grantor to facilitate the recovery of shortfalls. Management recognizes that the development right agreement when executed will give rise to financial assets in their own right. At present, development rights have not been recognised.

Delhi Noida Toll Bridge alongwith the Mayur Vihar link road have been recognised as intangible assets on adoption of Exposure Draft of Guidance Note on Accounting for Service Concession Arrangements.

Company recognizes the fact that the Exposure Draft of Guidance Note on Accounting for Service Concession that has been applied by the Company is still in a draft stage and the final versions may differ from the draft that has been applied in preparing the financial statements. On finalisation of the Guidance Note, Company will revisit the assumptions and premises used, determine the appropriate model for the concession and make necessary adjustments, effected in accordance with guidelines and in particular AS-5, Accounting Policies, Changes in Accounting Estimates and Errors.

2. LITIGATION

(i) A Public interest litigation has been filed in the Allahabad High Court to make the project a toll free facility for general public. Based on the legal opinion, management believes that there is reasonable probability of success in the matter and has no impact on the financial position of the company at this stage.

(ii) During the year, Income Tax Department has initiated reassessment u/s147 of the Income Tax Act, 1961 for Assessment Years 2007/2008, 2008/2009 and 2012/2013 and raised a demand of Rs. 428.72 crores primiarly 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 with the first level Appellate Authority and based on legal opinion, management believes that the outcome of the same will be in favour of the Company.

In few other matters, Income tax demands of Rs. 6.50 crores have also been raised for which necessary rectification applications u/s 154 of the Income Tax Act, 1961 have been filed by the Company. The Company expects that the demands will be deleted post rectification by the Department.

(iii) Certain other matters i.e. encroachment onto land & installation of unipoles, size of advertisement structures, exemption from paying toll to armed forces personnels etc are under litigation. Based on the legal opinion from its counsel there is reasonable probability of success in the matters and have no impact on the financial position of the company at this stage.

3. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. EMPLOYEES POST RETIREMENT BENEFITS:

(a) Defined Contribution Plans

The Company has two defined contribution plans, namely provident fund and superannuation fund. The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

A sum of Rs. 13.63 lacs (PY Rs.13.27 lacs) has been charged to the Statement of Profit & Loss in this respect

(b) Defined Benefit Plans

The Company has defined benefit plan, namely gratuity. Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

5. SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of toll income and advertising income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

6. PREVIOUS YEAR'S COMPARATIVES:

Figures for the previous year have been regrouped / reclassified to conform to current year's presentation. Figures in brackets represent negative balance except otherwise stated.

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Mar 31, 2014

(1) BACKGROUND

(a) Corporate Information

Noida Toll Bridge Company Limited (NTBCL) is a public limited company incorporated and domiciled in India on 8th April 1996 with its registered office at Toll Plaza, DND Flyway, Noida - 201301, Uttar Pradesh, India. The equity shares of NTBCL are publicly traded in India on the National Stock Exchange and Bombay Stock Exchange. The Global Depository Receipts (GDRs) represented by equity shares of NTBCL are traded on Alternate Investment Market (AIM) of the London Stock Exchange. The financial statements of NTBCL are the responsibility of the management of the company.

NTBCL has been set up to develop, establish, construct, operate and maintain a project relating to the construction of the Delhi Noida Toll Bridge under the “Build-Own-Operate-Transfer” (BOOT) basis. The Delhi Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining roads and other related facilities, Mayur Vihar Link Road and the Ashram flyover which has been constructed at the landfall of the Delhi Noida Toll Bridge and it operates under a single business and geographical segment.

(b) service Concession Arrangement entered into between IL&Fs, NTBCL and NoIDA

A ''Concession Agreement'' entered into between NTBCL, Infrastructure Leasing and Financial Services Limited (IL&FS, the promoter company) and New Okhla Industrial Development Authority (NOIDA), Government of Uttar Pradesh, conferred the right to the Company to implement the project and recover the project cost, through the levy of fees/ toll revenue, with a designated rate of return over the 30 years concession period commencing from 30 December 1998 i.e. the date of Certificate of Commencement, or till such time the designated return is recovered, whichever is earlier. The Concession Agreement further provides that in the event the project cost with the designated return is not recovered at the end of 30 years, the concession period shall be extended by 2 years at a time until the project cost and the return thereon is recovered. The rate of return is computed with reference to the project costs, cost of major repairs and the shortfall in the recovery of the designated returns in earlier years. As per the certification by the independent auditors, the total recoverable amount comprises project cost and 20% designated return. NTBCL shall transfer the Project Assets to the New Okhla Industrial Development Authority in accordance with the Concession Agreement upon the full recovery of the total cost of project and the returns thereon.

New Okhla Industrial Development Authority had initiated preliminary discussions with the Company to consider modification of some of the terms and conditions of the Concession Agreement. Pending outcome of such discussions, the accounts have been prepared based on extant Concession Agreement.

(c) Designated returns to be recovered

The independent auditors of the Project appointed in terms of the Concession Agreement have ascertained the cost of the Delhi Noida Link Bridge incurred till March 31,2001 on provisional basis pending certain payments, which would be effected on submission of the final bills by the contractor as per terms of the contract and clearance of the same by the Project Engineer. The independent auditors have determined the amount to be recovered including 20% return as designated under the Concession Agreement and due to the company till March 31,2013 as Rs. 29551.41 million

(d) Early adoption of Exposure Draft of Guidance Note “Accounting for service Concession Agreement”

The Institute of Chartered Accountants of India has issued Exposure Draft of the Guidance Note (Guidance Note) on Accounting for Service Concession Arrangements. Early application of Guidance Note is permitted. The Company had early adopted the Guidance Note with effect from first day of Financial Year 2008-2009 i.e. April 1,2008.

The Company has determined that the intangible asset model under the guidance Note is applicable to the Concession. In particular, the Company notes that users pay tolls directly so the granter does not have primary responsibility to pay the operator.

In order to facilitate the recovery of the project cost and 20% designated returns through collection of toll and development rights, the grantor has guaranteed extensions to the terms of the Concession, initially set at 30 years. The Company has received an “in-principle” approval for development rights from the grantor. However the Company has not yet entered into any agreement with the grantor which would constitute an assurance from the grantor to facilitate the recovery of shortfalls. Management recognizes that the development right agreement when executed will give rise to financial assets in their own right. At present, development rights have not been recognised.

Delhi Noida Toll Bridge alongwith the Mayur Vihar link road have been recognised as intangible assets on adoption of Exposure Draft of Guidance Note on Accounting for Service Concession Arrangements.

Company recognizes the fact that the Exposure Draft of Guidance Note on Accounting for Service Concession that has been applied by the Company is still in a draft stage and the final versions may differ from the draft that has been applied in preparing the financial statements. On finalisation of the Guidance Note , Company will revisit the assumptions and premises used, determine the appropriate model for the concession and make necessary adjustments, effected in accordance with guidelines and in particular AS-5, Accounting Policies, Changes in Accounting Estimates and Errors.

2. LONG TERM BORROWINGS (SECURED)

b. Deep Discount Bonds issued at Rs.5,000 each would be redeemed at Rs.20,715 in November 2015. Deep Discount Bonds are secured by a pari passu first charge in favour of the trustees along with the other senior lenders of the Company on all the project assets which include the Delhi Noida Link Bridge and all tangible and intangible assets including but not limited to rights over the project site, project documents, financial assets such as receivables, cash, investments, insurance proceeds etc.

a. Term loans are secured by a charge on:

Immovable properties of the Company situated in the states of Delhi and Uttar Pradesh.

The whole of the movable properties of the Company, both present and future.

All the Company''s book debts, receivables, revenues of whatsoever nature and wheresoever arising, both present and future.

All the rights, titles, interest, benefits, claims and demands whatsoever of the Company under any agreements entered into by the Company in relation to the project including consents, agreements or any other documents entered into or to be entered into by the Company pertaining to the project, as amended, varied or supplemented from time to time.

All the rights, titles, interest of the Company in relation to the Trust & Retention account proceeds, being the bank account established by the Company for crediting all the revenues from the project including but not limited to toll collections from the project.

All the rights, titles, interest benefits, claims and demands whatsoever of the Company in the Government permits, authorizations, approvals, no objections, licenses pertaining to the project and to any claims or proceeds arising in relation to or under the insurance policies taken out by the Company pertaining to the assets of the projects of the Company.

Provision for Overlay

The Group has a contractual obligation to maintain, replace or restore infrastructure, except for any enhancement element. Cost of such obligation is measured at the best estimate of the expenditure required to settle the obligation at the balance sheet date and recognised over the period at the end of which the overlay is estimated to be carried out. Overlay of MVRL has been completed during the previous year, next overlay of MVRL is expected to be carried out after expiry of five years. Overlay of DND Flyway is under progress and is expected to be completed by May 2014.

Provision for litigations

(i) “The company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs. 29.32 million and provided the same as a part of the project cost. A sum of Rs.9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs. 20.12 million based on management estimates."

(ii) “The Company had applied for and was granted renewal of permission from Municipal Corporation of Delhi (MCD) to display advertisements for a period of five years w.e.f 1.8.2009 subject to payment of monthly license fee @ Rs.115/- per sq.ft. of the total display area or 25% of the gross revenue generated out of display whichever was higher. The Company has been sharing 25% of the revenue with MCD since inception. The Company contested the aforesaid imposition @ Rs.115 on the ground that same was not permitted by the 2008 Outdoor Advertisement policy. The MCD, however cancelled the permission vide Order dated 10.05.2010 for nonpayment @ Rs.115. The Company filed a Writ Petition before the Hon''ble Delhi High Court for quashing of the aforesaid Order. After hearing the submissions of the Company, the Hon''ble Court vide order dated 25.05.2010 stayed the operation of the impungned order subject to NTBCL depositing 50% of the arrears of License fee to be calculated @ Rs. 115/- per sqft of the display and continuing to deposit license fee at the said rate every month till the final disposal of the Writ Petition."

Though the matter is sub judice the company as an abundant caution, has decided to provide for license fee as demanded by MCD in full. Necessary adjustment, if any, would be made on the disposal of writ petition.

3. CONTINGENT LIABILITIES AND COMMITMENTS

Year ended Year ended March 31,2014 March 31,2013

(i) Estimated amount of contracts remaining to be executed on capital account Nil 2.19 and not provided for

(ii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project-affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

(iii) A public interest litigation has been filed in Allahabad High Court to make the project a toll free facility for general public.

4. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

5. employees post retirement benefits:

The Company has three post employment funded benefit plans, namely gratuity, superannuation and provident fund

Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Contributions expected to be made by the Company during the next year is Rs. 407,794 (previous year Rs. 534,539

6. SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of toll income and advertising income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

7. PREVIOUS YEAR’S COMPARATIVES:

Figures for the previous year have been regrouped / reclassified to conform to current year''s presentation. Figures in brackets represent negative balance except otherwise stated.

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Mar 31, 2013

(1) BACKGROUND

(a) Corporate Information

Noida Toll Bridge Company Limited (NTBCL) is a public limited Company incorporated and domiciled in India on April 8, 1996 with its registered office at Toll Plaza, DND Flyway, Noida - 201301, Uttar Pradesh, India. The equity shares of NTBCL are publicly traded in India on the National Stock Exchange and Bombay Stock Exchange. The Global Depository Receipts (GDRs) represented by equity shares of NTBCL are traded on Alternate Investment Market (AIM) of the London Stock Exchange. The financial statements of NTBCL are the responsibility of the management of the Company.

NTBCL has been set up to develop, establish, construct, operate and maintain a project relating to the construction of the Delhi Noida Toll Bridge under the "Build-Own-Operate-Transfer" (BOOT) basis. The Delhi Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining roads and other related facilities, Mayur Vihar Link Road and the Ashram flyover which has been constructed at the landfall of the Delhi Noida Toll Bridge and it operates under a single business and geographical segment.

(b) Service Concession Arrangement entered into between IL&FS, NTBCL and NOIDA

A ''Concession Agreement'' entered into between NTBCL, Infrastructure Leasing and Financial Services Limited (IL&FS, the promoter Company) and New Okhla Industrial Development Authority (NOIDA), Government of Uttar Pradesh, conferred the right to the Company to implement the project and recover the project cost, through the levy of fees/toll revenue, with a designated rate of return over the 30 years concession period commencing from December 30, 1998 i.e. the date of Certificate of Commencement, or till such time the designated return is recovered, whichever is earlier. The Concession Agreement further provides that in the event the project cost with the designated return is not recovered at the end of 30 years, the concession period shall be extended by 2 years at a time until the project cost and the return thereon is recovered. The rate of return is computed with reference to the project costs, cost of major repairs and the shortfall in the recovery of the designated returns in earlier years. As per the certification by the independent auditors, the total recoverable amount comprises project cost and 20% designated return. NTBCL shall transfer the Project Assets to the New Okhla Industrial Development Authority in accordance with the Concession Agreement upon the full recovery of the total cost of project and the returns thereon.

New Okhla Industrial Development Authority had initiated preliminary discussions with the Company to consider modification of some of the terms and conditions of the Concession Agreement. Pending outcome of such discussions, the accounts have been prepared based on extant Concession Agreement.

(c) Designated Returns to be Recovered

The independent auditors of the Project appointed in terms of the Concession Agreement have ascertained the cost of the Delhi Noida Link Bridge incurred till March 31, 2001 on provisional basis pending certain payments, which would be effected on submission of the final bills by the contractor as per terms of the contract and clearance of the same by the Project Engineer. The independent auditors have determined the amount to be recovered including 20% return as designated under the Concession Agreement and due to the Company till March 31, 2012 as Rs. 23,396,97 million.

(d) Early adoption of Exposure Draft of Guidance Note "Accounting for Service Concession Agreement"

The Institute of Chartered Accountants of India has issued Exposure Draft of the Guidance Note (Guidance Note) on Accounting for Service Concession Arrangements. Early application of Guidance Note is permitted. The Company had early adopted the Guidance Note with effect from first day of Financial Year 2008-09 i.e. April 1, 2008.

The Company has determined that the intangible asset model under the guidance Note is applicable to the Concession. In particular, the Company notes that users pay tolls directly so the granter does not have primary responsibility to pay the operator.

In order to facilitate the recovery of the project cost and 20% designated returns through collection of toll and development rights, the grantor has guaranteed extensions to the terms of the Concession, initially set at 30 years. The Company has received an "in-principle" approval for development rights from the grantor. However the Company has not yet entered into any agreement with the grantor which would constitute an assurance from the grantor to facilitate the recovery of shortfalls. Management recognises that the development right agreement when executed will give rise to financial assets in their own right. At present, development rights have not been recognised.

Delhi Noida Toll Bridge along with the Mayur Vihar Link Road have been recognised as intangible assets on adoption of Exposure Draft of Guidance Note on Accounting for Service Concession Arrangements.

Company recognises the fact that the Exposure Draft of Guidance Note on Accounting for Service Concession that has been applied by the Company is still in a draft stage and the final versions may differ from the draft that has been applied in preparing the financial statements. On finalisation of the Guidance Note, Company will revisit the assumptions and premises used, determine the appropriate model for the concession and make necessary adjustments, effected in accordance with guidelines and in particular AS-5, Accounting Policies, Changes in Accounting Estimates and Errors.

2. Pursuant to the notification dated April 17, 2012 issued by Ministry of Corporate Affairs, the Company has changed the method of amortisation of Intangible Assets arising out of Service Concession Arrangements. Effective April 01, 2012 the amortisation is in proportion to the revenue earned for the period to the total estimated toll revenue i.e. expected to be collected over the balance concession period. Hitherto the amortisation of Intangible Assets arising out of Service Concession Arrangements was based on units of usage method i.e. on the number of vehicles expected to use the project facility over the concession period as estimated by the management. Had the Company followed the earlier method, amortisation would have been higher by Rs. 400.14 Lacs.

3. CONTINGENT LIABILITIES AND COMMITMENTS

Rs./ Lacs

As at As at March 31,2013 March 31,2012

(i) Estimated amount of contracts remaining to be executed on capital 2.19 NIL account and not provided for

(ii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project- affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

(iii) In the claims made by the contractor M/s. AFCONS Ltd. pertaining to the Construction of the Ashram, Honorable Arbitral Tribunal had awarded claim of Rs. 75 lacs, along with interest @ 9% p.a. w.e.f. April 1,2003. Being aggrieved, the Company has filed petition with The Hon''ble Delhi High Court to set aside/quash the Arbitral award. Meanwhile both the parties are trying to reach out of court settlement, estimated settlement amount of Rs. 12 million has been provided in the books of accounts.

(iv) A public interest litigation has been filed in the Allahabad High Court to make the project a toll free facility for general public and the matter is pending for hearing.

4. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

5. EMPLOYEES POST RETIREMENT BENEFITS:

The Company has three post employment funded benefit plans, namely gratuity, superannuation and provident fund.

Gratuity is computed as 30 days salary, for every completed year of service or part thereof in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/liability in the books of accounts on the basis of actuarial valuation.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance Company.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the Balance Sheet for gratuity.

7. SEGMENT REPORTING

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toil and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of toll income and advertising income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

8. PREVIOUS YEAR''S COMPARATIVES:

Figures for the previous year have been regrouped/reclassified to conform to current year''s presentation. Figures in brackets represent negative balance except otherwise stated.

---

Mar 31, 2012

(1) background

(a) Corporate Information

Noida Toll Bridge Company Limited (NTBCL) is a public limited company incorporated and domiciled in India on April 8, 1996 with its registered office at Toll Plaza, DND Flyway, Noida - 201 301, Uttar Pradesh, India. The equity shares of NTBCL are publicly traded in India on the National Stock Exchange and Bombay Stock Exchange. The Global Depository Receipts (GDRs) represented by equity shares of NTBCL are traded on Alternate Investment Market (AIM) of the London Stock Exchange. The financial statements of NTBCL are the responsibility of the management of the Company.

NTBCL has been set up to develop, establish, construct, operate and maintain a project relating to the construction of the Delhi Noida Toll Bridge under the "Build-Own-Operate-Transfer" (BOOT) basis. The Delhi Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining roads and other related facilities, Mayur Vihar Link Road and the Ashram flyover which has been constructed at the landfall of the Delhi Noida Toll Bridge and it operates under a single business and geographical segment.

(b) Service Concession Arrangement entered into between IL&FS, NTBCL and NOIDA

A 'Concession Agreement' entered into between NTBCL, Infrastructure Leasing and Financial Services Limited (IL&FS, the promoter company) and New Okhla Industrial Development Authority (NOIDA), Government of Uttar Pradesh, conferred the right to the Company to implement the project and recover the project cost, through the levy of fees/toll revenue, with a designated rate of return over the 30 years concession period commencing from December 30, 1998 i.e. the date of Certificate of Commencement, or till such time the designated return is recovered, whichever is earlier. The Concession Agreement further provides that in the event the project cost with the designated return is not recovered at the end of 30 years, the concession period shall be extended by 2 years at a time until the project cost and the return thereon is recovered. The rate of return is computed with reference to the project costs, cost of major repairs and the shortfall in the recovery of the designated returns in earlier years. As per the certification by the independent auditors, the total recoverable amount comprises project cost and 20% designated return. NTBCL shall transfer the Project Assets to the New Okhla Industrial Development Authority in accordance with the Concession Agreement upon the full recovery of the total cost of project and the returns thereon.

New Okhla Industrial Development Authority had initiated preliminary discussions with the Company to consider modification of some of the terms and conditions of the Concession Agreement. Pending outcome of such discussions, the accounts have been prepared based on extant Concession Agreement.

(c) Designated Returns to be Recovered

The independent auditors of the Project appointed in terms of the Concession Agreement have ascertained the cost of the Delhi Noida Link Bridge incurred till March 31, 2001 on provisional basis pending certain payments, which would be effected on submission of the final bills by the contractor as per terms of the contract and clearance of the same by the Project Engineer. The independent auditors have determined the amount to be recovered including 20% return as designated under the Concession Agreement and due to the company till March 31, 2011 as Rs. 20,114.82 million

(d) Early adoption of Exposure Draft of Guidance Note "Accounting for Service Concession Agreement"

The Institute of Chartered Accountants of India has issued Exposure Draft of the Guidance Note (Guidance Note) on Accounting for Service Concession Arrangements. Early application of Guidance Note is permitted. The Company had early adopted the Guidance Note with effect from first day of Financial Year 2008-2009 i.e. April 1, 2008.

The Company has determined that the intangible asset model under the guidance Note is applicable to the Concession. In particular, the Company notes that users pay tolls directly so the granter does not have primary responsibility to pay the operator.

In order to facilitate the recovery of the project cost and 20% designated returns through collection of toll and development rights, the grantor has guaranteed extensions to the terms of the Concession, initially set at 30 years.

The Company has received an "in-principle" approval for development rights from the grantor. However the Company has not yet entered into any agreement with the grantor which would constitute an assurance from the grantor to facilitate the recovery of shortfalls. Management recognizes that the development right agreement when executed will give rise to financial assets in their own right. At present, development rights have not been recognised.

Delhi Noida Toll Bridge alongwith the Mayur Vihar link road have been recognised as intangible assets on adoption of Exposure Draft of Guidance Note on Accounting for Service Concession Arrangements.

Company recognizes the fact that the Exposure Draft of Guidance Note on Accounting for Service Concession that has been applied by the Company is still in a draft stage and the final versions may differ from the draft that has been applied in preparing the financial statements. On finalisation of the Guidance Note , Company will revisit the assumptions and premises used, determine the appropriate model for the concession and make necessary adjustments, effected in accordance with guidelines and in particular AS-5, Accounting Policies, Changes in Accounting Estimates and Errors.

(ii) The Company has only one class of ordinary equity shares having a par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. Each holder of these ordinary shares are entitiled to receive dividends as and when declared by the Company.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportionate to the number of equity shares held by the shareholders.

(iii) During the year the Company has paid interim dividend @ 5% i.e. Rs. 0.50 per equity share. The Board of Directors has further recommeded Dividend @ 5% i.e. Rs. 0.50 per equity share subject to the approval of members in AGM.

b) Deep Discount Bonds issued at Rs. 5,000 each would be redeemed at Rs. 20,715 in November 2015. Deep Discount Bonds are secured by a pari passu first charge in favour of the trustees along with the other senior lenders of the Company on all the project assets which include the Delhi Noida Link Bridge and all tangible and intangible assets including but not limited to rights over the project site, project documents, financial assets such as receivables, cash, investments, insurance proceeds etc.

c) Term loans from banks, financial institutions and others are secured by a charge on:

- Immovable properties of the Company situated in the states of Delhi and Uttar Pradesh.

- The whole of the movable properties of the Company, both present and future.

- All the Company's book debts, receivables, revenues of whatsoever nature and wheresoever arising, both present and future.

- All the rights, titles, interest, benefits, claims and demands whatsoever of the Company under any agreements entered into by the Company in relation to the project including consents, agreements or any other documents entered into or to be entered into by the Company pertaining to the project, as amended, varied or supplemented from time to time.

- All the rights, titles, interest of the Company in relation to the Trust and Retention account proceeds, being the bank account established by the Company for crediting all the revenues from the project including but not limited to toll collections from the project.

- All the rights, titles, interest benefits, claims and demands whatsoever of the Company in the Government permits, authorisations, approvals, no objections, licenses pertaining to the project and to any claims or proceeds arising in relation to or under the insurance policies taken out by the Company pertaining to the assets of the projects of the Company.

Provision for litigations

(i) The Company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs. 29.32 million and provided the same as a part of the project cost. A sum of Rs. 9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs. 20.12 million based on management estimates.

(ii) The Company had applied for and was granted renewal of permission from Municipal Corporation of Delhi (MCD) to display advertisements for a period of five years w.e.f 01.08.2009 subject to payment of monthly license fee @ Rs. 115/- per sq.ft. of the total display area or 25% of the gross revenue generated out of display whichever was higher. The Company has been sharing 25% of the revenue with MCD since inception. The Company contested the aforesaid imposition @ Rs. 115 on the ground that same was not permitted by the 2008 Outdoor Advertisement policy. The MCD, however cancelled the permission vide Order dated 10.05.2010 for nonpayment @ Rs. 115. The Company filed a Writ Petition before the Hon'ble Delhi High Court for quashing of the aforesaid Order.

After hearing the submissions of the Company, the Hon'ble Court vide order dated 25.05.2010 stayed the operation of the impungned order subject to NTBCL depositing 50% of the arrears of License fee to be calculated @ Rs. 115/- per sq.ft. of the display and continuing to deposit license fee at the said rate every month till the final disposal of the Writ Petition.

Though the matter is sub-judice the Company as an abundant caution, has decided to provide for license fee as demanded by MCD in full. Necessary adjustment, if any, would be made on the disposal of writ petition.

2. CONTINGENT LIABILITIES:

Contingent Liabilities in respect of:

As at As at March 31, 2012 March 31, 2011

Rs./Million Rs./Million

(i) Estimated amount of contracts remaining to be executed on capital NIL NIL account and not provided for

(ii) Claims not acknowledged as debt by the Company

Claims made by the contractor M/s AFCONS Ltd pertaining to the Construction of the Ashram Flyover aggregating to Rs. 19.82 million (Previous year Rs. 19.82 million) have not been accepted by the Company. The matter was referred for adjudication by both parties. The adjudication proceeding has been concluded and adjudicator has ruled that the claims are time barred. However the matter has been referred to arbitration by M/s. AFCONS Ltd. The Honourable Arbitral Tribunal has rejected contractor's alleged claims amounting to Rs. 8.2 million (approx) and examining the validity of remaining claim amounting to Rs. 11.62 million (approx).

(iii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project- affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

3. There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

4. Employees Post Retirement Benefits:

The Company has three post employment funded benefit plans, namely gratuity, superannuation and provident fund.

Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/ termination/ resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

The estimates of future salary increases considered in the actuarial valuation take into account inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market

Contributions expected to be made by the Company during the next year is Rs. 323,609

5. segment Reporting

The Concession Agreement with NOIDA confers certain economic rights to the Group. These include rights to charge toll and earn advertisement revenue, development income and other economic rights. The income stream of the Group comprises of toll income and advertising income and other related income for the year.

Both these rights are directly or indirectly linked to traffic on the Delhi Noida Toll Bridge and are broadly subject to similar risks. Toll revenue is fully variable while license fee from advertisement is fixed to a certain extent. The operating risk in both the cases is similar and the expenses cannot be segregated as the Company does not have separate departments for the management of each activity. The Management Information System also does not capture both activities separately. As both emanate from the same Concession Agreement and together form a part of the Return as specified in the Concession Agreement, the Group does not have different business reporting segments.

Similarly, the Group operates under a single geographical segment.

6. Previous Year's Comparatives:

Figures for the previous year have been regrouped/reclassified to conform to current year's presentation. Figures in brackets represent negative balance except otherwise stated.

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Mar 31, 2011

(1) BACKGROUND

(a) Corporate Information

Noida Toll Bridge Company Limited (NTBCL) is a public limited company incorporated and domiciled in India on 8th April, 1996 with its registered office at Toll Plaza, DND Flyway, Noida - 201301, Uttar Pradesh, India. The equity shares of NTBCL are publicly traded in India on the National Stock Exchange and Bombay Stock Exchange. The Global Depository Receipts (GDRs) represented by equity shares of NTBCL are traded on Alternate Investment Market (AIM) of the London Stock Exchange. The fnancial statements of NTBCL are the responsibility of the management of the Company.

NTBCL has been set up to develop, establish, construct, operate and maintain a project relating to the construction of the Delhi Noida Toll Bridge under the "Build-Own-Operate-Transfer" (BOOT) basis. The Delhi Noida Toll Bridge comprises the Delhi Noida Toll Bridge, adjoining roads and other related facilities, Mayur Vihar Link Road and the Ashram fyover which has been constructed at the landfall of the Delhi Noida Toll Bridge and it operates under a single business and geographical segment.

(b) Service Concession Arrangement entered into between IL&FS, NTBCL and NOIDA

A 'Concession Agreement' entered into between NTBCL, Infrastructure Leasing and Financial Services Limited (IL&FS, the promoter company) and New Okhla Industrial Development Authority (NOIDA), Government of Uttar Pradesh, conferred the right to the Company to implement the project and recover the project cost, through the levy of fees/ toll revenue, with a designated rate of return over the 30 years concession period commencing from December 30, 1998 i.e. the date of Certificate of Commencement, or till such time the designated return is recovered, whichever is earlier. The Concession Agreement further provides that in the event the project cost with the designated return is not recovered at the end of 30 years, the concession period shall be extended by 2 years at a time until the project cost and the return thereon is recovered. The rate of return is computed with reference to the project costs, cost of major repairs and the shortfall in the recovery of the designated returns in earlier years. As per the certification by the independent auditors, the total recoverable amount comprises project cost and 20% designated return. NTBCL shall transfer the Project Assets to the New Okhla Industrial Development Authority in accordance with the Concession Agreement upon the full recovery of the total cost of project and the returns thereon.

(c) Designated Returns to be Recovered

The independent auditors of the Project appointed in terms of the Concession Agreement have ascertained the cost of the Delhi Noida Link Bridge incurred till March 31, 2001 on provisional basis pending certain payments, which would be effected on submission of the fnal bills by the contractor as per terms of the contract and clearance of the same by the Project Engineer. The independent auditors have determined the amount to be recovered including 20% return as designated under the Concession Agreement and due to the company till March 31, 2010 as Rs.17,283.06 million. The total amount to be recovered upto March 31, 2011 aggregates to Rs. 20,209 million as calculated by the management. The same is subject to audit by the Independent Auditor.

(d) Early adoption of Exposure Draft of Guidance Note "Accounting for Service Concession Agreement"

The Institute of Chartered Accountants of India has issued Exposure Draft of the Guidance Note (Guidance Note) on Accounting for Service Concession Arrangements. Early application of Guidance Note is permitted. The Company had early adopted the Guidance Note with effect from frst day of Financial Year 2008-2009 i.e. April 1, 2008.

The Company has determined that the intangible asset model under the guidance Note is applicable to the Concession. In particular, the Company notes that users pay tolls directly so the granter does not have primary responsibility to pay the operator.

In order to facilitate the recovery of the project cost and 20% designated returns through collection of toll and development rights, the grantor has guaranteed extensions to the terms of the Concession, initially set at 30 years. The Company has received an "in-principle" approval for development rights from the grantor. However the Company has not yet entered into any agreement with the grantor which would constitute an assurance from the grantor to facilitate the recovery of shortfalls. Management recognizes that the development right agreement when executed will give rise to fnancial assets in their own right. At present, development rights have not been recognised.

Delhi Noida Toll Bridge alongwith the Mayur Vihar link road have been recognised as intangible assets on adoption of Exposure Draft of Guidance Note on Accounting for Service Concession Arrangements.

Company recognizes the fact that the Exposure Draft of Guidance Note on Accounting for Service Concession that has been applied by the Company is still in a draft stage and the fnal versions may differ from the draft that has been applied in preparing the fnancial statements. On fnalisation of the Guidance Note, Company will revisit the assumptions and premises used, determine the appropriate model for the concession and make necessary adjustments, effected in accordance with guidelines and in particular AS-5, Accounting Policies, Changes in Accounting Estimates and Errors.

(a) Provision others amounting to Rs. 29.56 millions has been provided in accordance with the terms of scheme of Amalgamation with DND Flyway Ltd. for the contingencies for prepayment of loans.

(b) Debt Restructuring:

Pursuant to the approved Debt Restructuring package, the Company has issued Zero Coupon Bonds (Series B) of face value of Rs. 100 each aggregating to Rs. 55,54,22,000 to Banks, Financial Institutions and others repayable no later than March 31, 2014 towards the Net Present Value of the sacrifice made by them by way of reduction of interest rates from the contracted terms. The same has been redeemed in full during the year.

(c) Secured Loans:

(i) Deep Discount Bonds are secured by a pari passu frst charge in favour of the trustees along with the other senior lenders of the Company on all the project assets which include the Delhi Noida Link Bridge and all tangible and intangible assets including but not limited to rights over the project site, project documents, financial assets such as receivables, cash, investments, insurance proceeds etc.

(ii) The Company has issued Series B Zero Coupon Bonds (ZCB-B) of Rs. 100 each for an aggregate amount of Rs. 555,422,000 to Banks and Financial Institutions against the sacrifice made by them by way of reduction of interest rates from the contracted terms pursuant to the approval of the Companies debt restructuring package by the Corporate Debt Restructuring Empowered Group of the Banks and Financial Institutions. These Zero Coupon Bonds are secured by pari passu frst charge on the Company's assets both present and future. The same has been redeemed in full during the year.

(iii) The loan of Rs. 350,000,000 taken from M/s Infrastructure Leasing & Financial Services Ltd. (IL&FS) during the year 2004-05 is secured by pari passu frst charge on the Company's assets both present and future along with the other Senior Lenders of the Company. Rs. 15 crores has since been repaid till the date of financial statement i.e. 31.03.2011

(iv) The Company has during the year 2005-06 taken a Loan of Rs. 124,313,383 from M/s. IL&FS Ltd. which is secured by pari passu frst charge on the Company's assets both present and future. The Company has repaid Rs. 12,431,338/- till the date of the financial statement i.e. 31.03.2011

(v) The Company has taken loans in 2004-05 from M/s IL&FS Ltd. and M/s Infrastructure Development Finance Company Ltd (IDFC) of Rs. 944,321,313 carrying interest @8.5% p.a for carrying out the Scheme of Arrangement with the Deep Discount Bond holders approved by the Honourable Allahabad High Court. The Loan is secured by pari passu frst charge on the company's assets both present and future along with the other Senior Lenders of the company. The Company had prepaid loan of Rs. 590,093,469 out of proceeds of the GDR issue. Further Rs. 21,394,729/- has been repaid during the year.

(vi) Term loans from banks, financial institutions and others are secured by a charge on:

- Immovable properties of the Company situated in the states of Delhi and Uttar Pradesh.

- The whole of the movable properties of the Company, both present and future.

- All the Company's book debts, receivables, revenues of whatsoever nature and wheresoever arising, both present and future.

- All the rights, titles, interest, benefits, claims and demands whatsoever of the Company under any agreements entered into by the Company in relation to the project including consents, agreements or any other documents entered into or to be entered into by the Company pertaining to the project, as amended, varied or supplemented from time to time.

- All the rights, titles, interest of the Company in relation to the Trust & Retention account proceeds, being the bank account established by the Company for crediting all the revenues from the project including but not limited to toll collections from the project.

- All the rights, titles, interest benefits, claims and demands whatsoever of the Company in the Government permits, authorisations, approvals, no objections, licenses pertaining to the project and to any claims or proceeds arising in relation to or under the insurance policies taken out by the Company pertaining to the assets of the projects of the Company.

(d) Contingent Liabilities:

Contingent Liabilities in respect of:

As at As at

March 31, 2011 March 31, 2010

Rs./Million Rs./Million

(i) Estimated amount of contracts remaining to be executed on capital NIL NIL account and not provided for

(ii) Claims not acknowledged as debt by the Company NIL NIL

(iii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project- affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

(iv) Claims made by the contractor M/s. AFCONS Ltd pertaining to the Construction of the Ashram Flyover aggregating to Rs. 19.82 million (Previous year Rs. 19.82 million) have not been accepted by the Company. The matter was referred for adjudication by both parties. The adjudication proceeding has been concluded and adjudicator has ruled that the claims are time barred. The matter has been referred to arbitration by M/s. AFCONS Ltd. The Honourable Arbitral Tribunal has rejected contractor's alleged claims amounting to Rs. 8.2 million (approx) and examining the validity of remaining claim amounting to Rs. 11.62 million (approx).

(v) The company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs. 29.32 million and provided the same as a part of the project cost. A sum of Rs. 9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs. 20.12 million based on management estimates.

(vi) The Company had applied for and was granted renewal of permission from Municipal Corporation of Delhi (MCD) to display advertisements for a period of fve years w.e.f 1.8.2009 subject to payment of monthly license fee @ Rs. 115/- per sq.ft. of the total display area or 25% of the gross revenue generated out of display whichever was higher. The Company has been sharing 25% of the revenue with MCD since inception. The Company contested the aforesaid imposition @ Rs.115 on the ground that same was not permitted by the 2008 Outdoor Advertisement policy. The MCD, however cancelled the permission vide Order dated 10.05.2010 for nonpayment @ Rs. 115. The Company fled a Writ Petition before the Honourable Delhi High Court for quashing of the aforesaid Order.

After hearing the submissions of the Company, the Honourable Court vide order dated 25.05.2010 stayed the operation of the impungned order subject to NTBCL depositing 50% of the arrears of License fee to be calculated @ Honourable 115/- per sqft. of the display and continuing to deposit license fee at the said rate every month till the final disposal of the Writ Petition. The Company has paid Rs. 94.14 lacs to MCD in compliance with the Court order.

Though the matter is sub judice the company as an abundant caution, has decided to provide for license fee as demanded by MCD in full. Necessary adjustment, if any, would be made on the disposal of writ petition.

The Group has a contractual obligation to maintain, replace or restore infrastructure, except for any enhancement element. The Group has recognised the provision at the best estimate of the expenditure required to settle the present obligation at the balance sheet date. First resurfacing which was estimated to be performed during the year ended March 31, 2011 is now expected to be carried out in FY 2011-12 and cost of the same is not expected to differ significantly from previous estimates/amount provided for the same.

Profit from sale of the above units of Rs. 16,770,607 (Previous year Rs. 10,520,407) in included in other income (See Schedule 12). Figures in brackets are the previous year fgures.

(g) There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium Enterprises Development Act, 2006.

(h) Employees Post Retirement Benefits:

The Company has three post employment funded benefit plans, namely gratuity, superannuation and provident fund.

Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/ termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of account on the basis of actuarial valuation.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. Benefit vests on employee completing 5 years of service. The management has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fxed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

(p) Previous Year's Comparatives:

Figures for the previous year have been regrouped/reclassifed to conform to current year's presentation. Figures in brackets represent negative balance except otherwise stated.

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Mar 31, 2010

(a) Provision others amounting to Rs. 29.56 millions has been provided in accordance with the terms of scheme of Amalgamation with DND Flyway Ltd. for the contingencies for prepayment of loans.

(b) Reclassification of bridge from Fixed Assets to Intangible Asset Construction of the DND Flyway was completed on 6 February 2001 and bridge was capitalised for Rs. 3,790,490,619.

The Mayur Vihar project was made fully operational from January 19, 2008. Pending receipt of the final bill from the contractors, the Mayur Vihar Link Road had been capitalized for Rs. 533,431,032 on an estimated basis.

The Gross Block of Delhi Noida Link Bridge includes Rs. 1345.04 million (inclusive of assets transferred pursuant to amalgamation) on account of revaluation of the asset carried out in the past.

On adoption of Guidance Note, the Company has reclassified Bridge from fixed asset to Intangible Asset. The adjustments made to give effect to the Guidance note are as under:

i. The intangible asset recognised in exchange for construction services rendered has been measured at cost i.e. fair value of the construction services as of Rs. 6,001,195,855 as on the date of commissioning. The Company has recognized a construction profit of Rs. 1,700,088,054 which is the difference between the cost of construction services rendered (the cost of the project asset of Rs. 4,301,107,801) and the fair value of the construction services on the date of commissioning

ii. Intangible asset so recognised on the date of commissioning has been amortised upto March 31, 2008 using unit of usage method and the effect of the same amounting to Rs. 174,813,678 has been given in the Opening Reserves .

iii. Bridge earlier classified as fixed asset for Rs. 5,455,373,834 (Gross block: Rs. 5,764,563,149 and Accumulated Depreciation: Rs. 309,189,315) has been de-recognised.

iv. Revaluation reserve of Rs. 1,302,038,605 has been de-recognised.

v. Toll Equalisation receivable of Rs. 1,713,300,000 has been de-recognised.

vi. Provision for resurfacing amounting to Rs. 74,362,312 has been recognised

The effect of the above adjustment amounting to Rs. 114,615,364 has been adjusted from the opening revenue reserve as on April 1, 2008.

During 2008-09, the Company has incurred construction contract cost of Rs. 10,397,161 and recognised Intangible Asset measured at fair value of construction services (construction cost plus construction margin) at Rs. 12,216,664.

(c) Debt Restructuring:

Pursuant to the approved Debt Restructuring package, the Company has issued Zero Coupon Bonds (Series B) of face value of Rs. 100 each aggregating to Rs. 555,422,000 to Banks, Financial Institutions and others repayable no later than March 31, 2014 towards the Net Present Value of the sacrifice made by them by way of reduction of interest rates from the contracted terms. The company had redeemed ZCB (Series B) aggregating to Rs. 338,807,420 upto the date of financial statement and the same has been adjusted against the face value of the Zero Coupon Bonds (Series B). The Company was creating provision on a year to year basis on the principle of Sinking Fund by applying the weighted average interest rate on outstanding borrowings prior to restructuring as the discount rate and thereby arrive at the amount of the yearly charge. However during F.Y. 2007-08, the Company has fully provided the remaining liability of ZCB (Series B) in accordance with scheme of amalgamation with DND Flyway Ltd.

(d) Secured Loans:

(i) Deep Discount Bonds are secured by a pari passu first charge in favour of the trustees along with the other senior lenders of the Company on all the project assets which include the Delhi Noida Link Bridge and all tangible and intangible assets including but not limited to rights over the project site, project documents, financial assets such as receivables, cash, investments, insurance proceeds, etc.

(ii) The Company has issued Series B Zero Coupon Bonds (ZCB-B) of Rs 100 each for an aggregate amount of Rs 555,422,000 to Banks and Financial Institutions against the sacrifice made by them by way of reduction of interest rates from the contracted terms pursuant to the approval of the Companies debt restructuring package by the Corporate Debt Restructuring Empowered Group of the Banks and Financial Institutions. These Zero Coupon Bonds are secured by pari passu first charge on the Companys assets both present and future. The company has made redemption of 61% of the face value upto the date of financial statement.

(iii) The loan of Rs. 350,000,000 taken from M/s. Infrastructure Leasing & Financial Services Ltd (IL&FS ) during the year 2004-05 is secured by pari passu first charge on the Companys assets both present and future along with the other Senior Lenders of the Company. Rs. 10 crores has since been repaid till the date of financial statement i.e., 31.03.2010.

(iv) The Company has during the year 2005-06 taken a Loan of Rs. 124,313,383 from M/s. IL&FS Ltd which is secured by pari passu first charge on the Companys assets both present and future.

(v) The Company has taken loans in 2004-05 from M/s. IL&FS Ltd. and M/s Infrastructure Development Finance Company Ltd. (IDFC) of Rs. 944,321,313 carrying interest @8.5% p.a. for carrying out the Scheme of Arrangement with the Deep Discount Bond holders approved by the Honourable Allahabad High Court. The Loan is secured by pari passu first charge on the companys assets both present and future along with the other Senior Lenders of the company. The Company had prepaid loan of Rs. 590,093,469 out of proceeds of the GDR issue.

(vi) Term loans from banks, financial institutions and others are secured by a charge on:

- Immovable properties of the Company situated in the states of Delhi and Uttar Pradesh.

- The whole of the movable properties of the Company, both present and future.

- All the Companys book debts, receivables, revenues of whatsoever nature and wheresoever arising, both present and future.

- All the rights, titles, interest, benefits, claims and demands whatsoever of the Company under any agree- ments entered into by the Company in relation to the project including consents, agreements or any other documents entered into or to be entered into by the Company pertaining to the project, as amended, varied or supplemented from time to time.

- All the rights, titles, interest of the Company in relation to the Trust & Retention account proceeds, being the bank account established by the Company for crediting all the revenues from the project including but not limited to toll collections from the project.

- All the rights, titles, interest benefits, claims and demands whatsoever of the Company in the Government permits, authorizations, approvals, no objections, licenses pertaining to the project and to any claims or proceeds arising in relation to or under the insurance policies taken out by the Company pertaining to the assets of the projects of the Company.

(e) Contingent Liabilities:

Contingent Liabilities in respect of:

As at As at March 31, 2010 March 31, 2009

Rs./Million Rs./Million

(i) Estimated amount of contracts remaining to be executed NIL 5.00 on capital account and not provided for

(ii) Claims not acknowledged as debt by the Company. NIL NIL

(iii) Based on an environment and social assessment, compensation for rehabilitation and resettlement of project- affected persons has been estimated and considered as part of the project cost and provided for based on estimates made by the Company.

(iv) Claims made by the contractor M/s. AFCONS Ltd. pertaining to the Construction of the Ashram Flyover aggregating to Rs. 19.82 million (Previous year Rs. 19.82 million) have not been accepted by the Company. The matter was referred for adjudication by both parties. The adjudication proceeding has been concluded and adjudicator has ruled that the claims are time barred. The matter has been referred to arbitration by M/s AFCONS Ltd. The Honorable Arbitral Tribunal has rejected contractors alleged claims amounting to Rs. 8.2 million (approx) and examining the validity of remaining claim amounting to Rs. 11.62 million (approx).

(v) The company has acquired the land on Delhi side for the construction of Bridge from the Government of Delhi and DDA and the amount paid has been considered as a part of the project cost. However pending final settlement of the dues, the company had estimated the cost at Rs. 29.32 million and provided the same as a part of the project cost. A sum of Rs 9.20 million has so far been paid against the demand out of the aforesaid provision. The actual settlement may result in probable obligation to the extent of Rs. 20.12 million based on management estimates.

(vi) The Municipal Corporation of Delhi (MCD) has issued a show cause notice calling upon the company to deposit a sum of Rs. 14,025,713/- towards arrears of licence fee. The company considers the same not pay- able and made a representation to that effect. As per the legal opinion obtained by the company no fee other than advertisement tax (which the company has already paid), can be charged for the approvals for display of advertisements and the above demand is ultra-vires the provisions of the MCD Act. The company is of the view that it is not probable that the liability would arise and accordingly no provision for the liability has been considered necessary.

Profit from sale of the above units of Rs. 10,520,407(Previous year Rs. 8,563,686) in included in other income (See Schedule 12). Figures in brackets are the previous year figures.

(g) There are no amounts outstanding as payable to any enterprise covered under the Micro, Small and Medium En- terprises Development Act, 2006.

(h) Employees Post Retirement Benefits:

The Company has three post employment funded benefit plans, namely gratuity, superannuation and provident fund.

Gratuity is computed as 30 days salary, for every completed year of service or part there of in excess of 6 months and is payable on retirement/termination/resignation. The benefit vests on the employee completing 3 years of service. The Gratuity plan for the Company is a defined benefit scheme where annual contributions as demanded by the insurer are deposited to a Gratuity Trust Fund established to provide gratuity benefits. The Trust Fund has taken a Scheme of Insurance, whereby these contributions are transferred to the insurer. The Company makes provision of such gratuity asset/ liability in the books of accounts on the basis of actuarial valuation.

The Superannuation (pension) plan for the Company is a defined contribution scheme where annual contribution as determined by the management (Maximum limit being 15% of salary) is paid to a Superannuation Trust Fund established to provide pension benefits. The benefits vests on employee completing 5 years of service. The man- agement has the authority to waive or reduce this vesting condition. The Trust Fund has taken a Scheme of Insur- ance, whereby these contributions are transferred to the insurer. These contributions will accumulate at the rate to be determined by the insurer as at the close of each financial year. At the time of exit of employee, accumulated contribution will be utilised to buy pension annuity from an insurance company.

The Provident Fund is a defined contribution scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vests upon commencement of employment.

The following table summarises the components of net expense recognised in the income statement and amounts recognised in the balance sheet for gratuity.

(p) Previous Years Comparatives:

Figures for the previous year have been regrouped / reclassified to conform to current years presentation. Figures in brackets represent negative balance except otherwise stated.