DIRECTORS' REPORT

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

FINANCIAL HIGHLIGHTS

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

The Income from Operations, for Financial Year (FY) 2018 has decreased over the previous FY by Rs/ 657.81 mn and the Company has incurred a loss of Rs 577.61 mn for FY 2018 as compared to profit after tax of Rs. 16.30 mn for the previous FY. The reduction is primarily on account of non-collection of the user fee pursuant to the Hon'ble High Court of Allahabad Judgement dated October 26, 2016 on a Public Interest Litigation filed in 2012 (challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed) wherein the Hon'ble High Court of Allahabad held the two specific provisions relating to levy

and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the Noida Bridge has been suspended from October 26, 2016. However, the Company continues to fulfill its obligations as per the Concession Agreement, including maintenance of Project Assets.

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

DIVIDEND AND RESERVES

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

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

DEBT REPAYMENT

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

OPERATIONS

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

SHARE CAPITAL

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

SUBSIDIARY

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

Pursuant to the provisions of the Act, and the Corporate

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

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

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

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

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

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

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

NUMBER OF BOARD MEETINGS

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

AUDIT COMMITTEE

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

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

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

WHISTLE BLOWER POLICY

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

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

FIXED DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

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

RELATED PARTY TRANSACTIONS

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

The Company has a Related Party Transaction framework. The policy on Related Party Transactions has been uploaded in the investor section of the Company's website at www.ntbcl.com. All Related Party Transactions, regardless of their size, are placed before the Audit Committee and in case a Transaction needs approval, as per the Policy, it is recommended to the Board by the Audit Committee. Omnibus approval was obtained on an Annual Basis from the Audit Committee for transactions which are repetitive in nature. A statement on all Related Party Transactions is placed before the Audit Committee and Board for review on a quarterly basis. Other than remuneration, none of the Directors have any pecuniary relationship or transactions vis-a-vis the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

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

The local resident welfare associations (Federation of Noida Resident Welfare Associations- FONRWA) had filed a Public Interest Litigation ("PIL") in 2012 in the Allahabad High Court ("HC") challenging the validity of the Concession Agreement and seeking the Concession Agreement to be quashed. The Hon'ble HC of Allahabad in a judgement dated October 26, 2016 held that the two specific provisions relating to levy and collection of fee to be inoperative but refused to quash the Concession Agreement. Consequently, collection of user fee from the users of the NOIDA Bridge was suspended from October 26, 2016. However, the Company continues to fulfil its obligations as per the Concession Agreement, including maintenance of Project Assets.

The Company had challenged the High Court Judgment before the Hon'ble Supreme Court ("SC") of India by way of Special Leave Petition (SLP No. 33403 of 2016). The Hon'ble SC had on November 11, 2016, passed an order in the aforesaid matter, requesting the Comptroller and Auditor General of India ("CAG") to assist the court in the matter by verifying the claim of the Company that the Total Cost of the Project has not been recovered in accordance with the terms of the Concession Agreement dated 12.11.1997. The CAG filed an Affidavit along with sealed cover report to SC on March 22,

2017. On August 11, 2017, the Supreme Court, instructed that copy of full CAG report be provided to the Company. The CAG report clearly specified that Total Cost of Project had not been recovered by the Company. The CAG report also contained some other observations by the CAG, which were outside the scope of its remit. The matter was listed for hearing on April 3,

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

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

The Judgment of the Hon'ble HC of Allahabad had constituted a Change in Law as per the Concession Agreement, which obligates New Okhla Industrial Development Authority ("NOIDA") to modify or cause to modify the Concession Agreement so as to place the Company in substantially the same legal, commercial and economic position as it was prior to such Change in Law. Accordingly, the Company had sent a proposal dated November 17, 2016 under Section 6.3B(a) of the Concession Agreement notifying NOIDA of the resultant Change in Law and occurrence of Events of Default . However, NOIDA failed to take any steps in pursuance of the said proposal. The Company then sent a Notice of Arbitration to NOIDA on February 14, 2017 pursuant to Section 26.1 of the Concession Agreement. The Company had appointed Mr. Justice Vikramajit Sen (Retd) as its designated Arbitrator. However, NOIDA had not nominated its arbitrator. In light of the foregoing, the Company had filed a petition on July 20, 2017 under Section 11(4) of the Arbitration and Conciliation Act, 1996 ("A & C Act") in the Hon'ble HC of Delhi which heard the said petition on October 24, 2017 and appointed Mr. Justice S.B Sinha (Retd.) as the arbitrator on NOIDA's behalf. The Arbitral Panel comprising of Mr Justice (Retd.) Satya Brata Sinha and Mr Justice (Retd) Vikramjit Sen and Hon'ble Justice (Retd) R.C. Lahoti as Presiding Arbitrator had been constituted on November 15, 2017. At the preliminary hearing of the Arbitral Tribunal on December 2, 2017, schedule of steps to be followed upon had been agreed upon.

In compliance with the schedule, NTBCL had submitted their Statement of Claim aggregating to approximately Rs. 7000,00,00,000/- (Rupees Seven Thousand Crores) excluding interest and costs. Separately, Infrastructure Leasing & Financial Services Ltd ("IL&FS") as the project sponsor and party to the Concession Agreement had filed an impleadment application with the Arbitral Tribunal along with a Statement of Claim. NOIDA had also filed a counterclaim, Statement of Defence and an Application under Section 16 of the A & C Act raising jurisdictional objections before the Arbitral Tribunal. At the second hearing on March 27, 2018, the Arbitral Tribunal directed the next hearing on May 19, 2018, if the Statement of Claims filed by the Company and IL&FS are to be treated as two Arbitrations and also asked the Company and IL&FS to file their reply to NOIDA's application under Section 16 within 3 weeks. The Company and IL&FS have filed their reply to the application of NOIDA under Section 16 objecting to the maintainability of the claims within the stipulated time. NOIDA too has filed its written submissions on May 18, 2018 for arguments on application under Section 16 of the A & C Act. At the third hearing on May 19, 2018, the Arbitral Tribunal heard the arguments of the legal counsel of NOIDA in respect

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

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

There was no material change and commitment which materially affect the financial position of the Company occurred between the financial year ended on March 31, 2018 and the date of this report.

EMPLOYEE STOCK OPTION PLANS

The Company has two employee stock option plans viz. ESOP 2004 and ESOP 2005.

During the year, the Company has not granted any stock options. All stock options granted in the past have been exercised, allotted or have lapsed.

No options have been granted under ESOP 2005 so far and Options under ESOP 2004 were granted as per the pricing formula approved by the shareholders.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

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

CORPORATE GOVERNANCE

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

RISK MANAGEMENT

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

INTERNAL FINANCIAL CONTROLS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

STATUTORY AUDITORS

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

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

COST AUDITOR

EXTRACTS OF THE ANNUAL RETURN

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 framed there under, the Company is not required to appoint the Cost Auditors for FY 2018-19.

SECRETARIAL AUDITOR

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

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

OTHER STATUTORY DISCLOSURES

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

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

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

ACKNOWLEDGEMENTS

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

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

By order of the Board

For Noida Toll Bridge Company Limited

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 1

FORM NO. AOC -1

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

PART "A": SUBSIDIARIES

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

PART "A"; SUBSIDIARIES

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

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

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

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 2

SELECTION CRITERIA FOR INDEPENDENT DIRECTORS OF THE COMPANY

I. Selection Criteria for Independent Directors

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

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

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

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

(4) Served on other Boards

(5) Business Head role

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

II. Behavioral Competencies to be evaluated :

To be evaluated as per the prevailing Group Competencies Framework:

(1) Results and Achievement Orientation

(2) Strategic Orientation

(3) Ability to Influence and Inspire

(4) Effective Decision Making

(5) Intra Group Coordination Criteria of Independence

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

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

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

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

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

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

immediately preceding financial years.

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

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

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

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

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

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

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

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

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

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

REMUNERATION POLICY FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

I Preamble:

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

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

Retain competent resources

Provide competitive performance based compensation and benefits

Facilitate and provide growth opportunities.

II. Effective Date:

This policy shall be effective from 1st April, 2014

III. Compensation Forum :

(1) Nomination and Remuneration Committee :

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

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

VI. Remuneration Pattern- Executive Director:

Annexure 3

subject to the approval of the Committee.

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

IV. Companies Act, 2013 Provisions

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

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

(b) Role of the Nomination and Remuneration Committee

(c) Disclosures in the Directors' Report.

V. Objective:

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

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

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

(2) Base Salary:

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

(3) Perquisites and benefits :

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

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

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

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

VII Key Management Personnel:

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

Managing Director

Chief Financial Officer

Company Secretary

Such other Officer as may be prescribed

(2) Duties of the Key Management Personnel :

The Key Managerial Personnel mentioned above

have fiduciary duties towards the Company in

addition to being the Officers in Default under

the Companies Act, 2013 and other duties and

responsibilities prescribed by other applicable statutes.

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

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

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

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

VIII Non-Executive Directors:

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

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

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

IX Remuneration Mix:

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

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

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

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

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

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

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

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

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

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 4

ANNUAL REPORT ON CSR ACTIVITIES (2017-18)

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

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

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

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

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

II The Composition of the CSR Committee:

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

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

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

IV Prescribed CSR expenditure:

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

V Details of CSR spent during the financial year:

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

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

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

VI Reasons for not spending the CSR spend:

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

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

Annexure 5

SECRETARIAL AUDIT REPORT

FOR THE YEAR ENDED 31st MARCH, 2018

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

To,

The Members,

Noida Toll Bridge Company Limited

Toll Plaza, Mayur Vihar Link Road,

New Delhi-110091

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

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

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

I.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

II.

• Central Sales Tax, 1956 and rules framed thereunder.

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

• Service Tax Rules, 1994.

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

• Minimum Wages Act, 1948

• Payment of Gratuity Act, 1972

• Superannuation Act, 2005

• Negotiable Instruments Act, 1881

• The Indian Contract Act, 1872

• The Indian Stamp Act, 1899

• The Shops & Establishment Act, 1954

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

• Income Tax Act, 1961

• Information Technology Act, 2000

• Other Applicable Labour Regulations

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

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

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

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

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

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

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

We further report that:

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

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

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

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

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

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

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

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

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

For GSK & Associates

(Company Secretaries)

Saket Sharma

Partner

(Membership No.: F4229)

(CP No.: 2565)

Date: May 21, 2018 Place: New Delhi

Annexure 6 (a)

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

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

Notes

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

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

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

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

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 6 (b)

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

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

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

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

R. K. Bhargava

Chairman

DIN : 00016949

Date: May 21, 2018

Annexure 7

FORM NO. MGT.9

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

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

I. REGISTRATION AND OTHER DETAILS:

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

Noida Toll Bridge Company Limited

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

ii. Shareholding of Promoters

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

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

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

v. Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNESS

VI. Remuneration of Directors and Key Managerial Personnel

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

B. Remuneration to other directors:

* with effect from January 1, 2018

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

VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: