Noida Toll Bridge : The Annual Report of the Company for the FY 2022- 23 accessed here

September 05, 2023
The General Manager Corporate	Mr. K Hari
Relations Department Bombay	Listing Department
Stock Exchange Limited 1st Floor,	National Stock Exchange of India Ltd.
New Trading Ring Rotunda	Exchange Plaza, 5th Floor
Building, P J Towers Dalal	Plot No. C/1, G Block
Street,Fort	Bandra-Kurla Complex, Bandra (E)
Mumbai - 400 001	Mumbai - 400 051
Scrip Code No. 532481	Scrip Code No. NOIDA TOLL EQ

Sub: Intimation of holding 27th Annual General Meeting of the Company through Video

Conferencing ("VC") or other Audio-Visual Means ("OAVM") and date of Book Closure

Dear Sir/ Madam,

In terms of Regulation 30, 34 and other applicable regulations of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations"), as amended from time to time and in accordance with the relevant circulars issued by Securities and Exchange Board of India ("SEBI") and Ministry of Corporate Affairs ("MCA"), we wish to inform you that the 27th AGM of Noida Toll Bridge Company Limited ("the Company") is scheduled to be held on Friday, September 29, 2023 through Video Conferencing / Other Audio Visuals means ('VC/OAVM").

Pursuant to Regulation 42 of Listing Regulations, the Register of Members & Share Transfer Books of the Company will remain closed from Saturday, September 23, 2023 to Friday, September 29, 2023 (both days inclusive) for the purpose of holding 27th Annual General Meeting of the Company (AGM) scheduled to be held on Friday, September 29, 2023.

In compliance with the provisions of Section 108 of the Companies Act, 2013 read with RuIe 20 of the Companies (Management and Administration) Rules, 2014 as amended by the Companies (Management and Administration) Amendment Rules 2015 and regulation 14 of Listing Regulations, the Company is pleased to provide Members, facility to exercise their right to vote at the 27th AGM by electronic means and the business may be transacted through e- Voting Services provided by National Securities Depository Limited (NSDL).

The e-voting period begins on Tuesday, September 26, 2023 (9.00 a.m. IST) and ends on Thursday, September 28,2023 (5.00 p.m. IST). During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) i.e. Friday, September 22, 2023, may cast their vote electronically.

Corporate Off: Toll Plaza, DND Flyway, Noida-201 301, U.P. India Phone: [phone]

Regd. Off: Toll Plaza, Mayur Vihar Link Road, New Delhi - 110091, INDIA

Website:www.ntbcl.com

Email:[e-mail]

CIN:L45101DL1996PLC315772

Individual notice of the 27th AGM along with the Annual Report for FY 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company / Depositories. Members may note that the Notice and Annual Report for FY 2022-23 will also be available on the Company's website www.ntbcl.com, websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com,www.nseindia.comand on the website of NSDL www.evoting.nsdl.com.

This is for your information and record.

For Noida Toll Bridge Company Limited

GAGAN SINGHAL

Digitally signed by GAGAN SINGHAL Date: 2023.09.05 16:26:07 +05'30'

Gagan Singhal

Company Secretary & Compliance Officer

Mem No. F7525

Encl.A/A

ANNUAL

REPORT

ANNUAL

2021-22REPORT

2022-23

NOIDA TOLL BRIDGE COMPANY LIMITED

TABLE OF CONTENTS

I.	NOIDA TOLL BRIDGE COMPANY LIMITED (NTBCL)	PAGE NO.
	(i)	Board of Directors & Company Information	4
	(ii)	Notice	5-15
	(iii)	Director's Report	16-42
	(iv)	Management Discussion & Analysis Report	43-47
	(v)	Corporate Governance Report	48-68
	(vi)	Certificate on Corporate Governance	69
	(vii)	Financial Statements with Auditors' Report	70-115
II.	ITNL TOLL MANAGEMENT SERVICES LIMITED (SUBSIDIARY OF NTBCL)
	(i)	Director's Report	117-122
	(ii)	Financial Statement with Auditors' Report	123-148
III. CONSOLIDATED ACCOUNTS
	(i)	Consolidated Financial Statements with Auditor's Report	150-190

Annual Report 2022-23	1

NON EXECUTIVE DIRECTORS

Mr. Nand Kishore (DIN 08267502)

Mr. Nand Kishore is a 1981 Batch Officer of Indian Audit and Account Service. He retired as Deputy Comptroller and Auditor General (Dy. CAG) in the rank and pay of Secretary to Government of India. As Dy. CAG he looked after audit of Defence, Railways and Communications Ministries of Government of India including their departments and public sector units.

Mr. Kishore holds a Bachelor of Engineering (Electrical) degree from University of Roorkee (now IIT Roorkee) and is also a Certified Internal Auditor from The Institute of Internal Auditors, Florida, USA.

Mr. Kishore was appointed as Director by the Government of India/NCLT Mumbai on the newly constituted Board of the Infrastructure Leasing and Financial Services Limited (IL&FS) on October 01, 2018. Subsequently on December 21, 2020, he was appointed as Executive Director of IL&FS and w.e.f October 03, 2022 Mr. Kishore took over as Managing Director of IL&FS.

Mr. Dilip Lalchand Bhatia

(DIN 01825694)

Mr. Dilip Bhatia, a Chartered Accountant by qualification has more than 30 years of leadership and business experience across Infrastructure, Financial Services and Commodity Sectors, handling Business Operations, P&L, Strategy, Risk Management and Finance functions. Mr. Bhatia joined IL&FS Transportation Networks Limited (a leading BOT road operator and part of IL&FS Group) in January, 2016 as Chief Financial Officer and was elevated as Chief Executive Officer in November, 2018 by the new Board of IL&FS.

As CEO, Mr. Bhatia is responsible for managing day to day operations of the 20+BOT projects with annual Toll / Annuity revenue of Rs 35+ bn and leading the initiative for divestment of all operational projects of the Company in India and overseas through sale as well as setting up of a unique Infrastructure Investment Trust with expected EV of 180+ bn. As part of Asset Sale Committees of the Group, he is assisting the new Board to develop and implement plans for resolution of IL&FS group entities encompassing maintaining going concern,

divestment, debt restructuring, lender engagement and recoveries.

In prior assignments, Mr. Bhatia led the initiative for acquisition of a regional single commodity open out-cry exchange and transformation of the same into a multi commodity on-line derivative exchange for Kotak group, He set up the exchange in a record time of 14 months and ran its operations as CEO for 5 years. The exchange achieved significant market share due to its superior products, technology capabilities and transparent operations.

He also worked as Business Head of Kotak Commodity Services and achieved multi fold growth in its volumes and profits, set up Mutual Fund operations for AEGON NV and AXA Investment Managers and served as Chief Financial Officer (CFO)

• Chief Operating Officer (COO). During initial 10 years, he worked in IL&FS group in various roles including heading the Operations of the NBFC, CFO of the broking entity and COO of the mutual fund business.

Mr. Manish Kumar Agarwal

(DIN 02885603)

Mr. Manish Kumar Agarwal graduated in Honors from MNIT, Jaipur. He has done his Masters from I.I.T., Delhi. Mr. Agarwal has completed courses of Procurement & Project Management at Asian Institute of Management, Manila, Philippines and Project Management at IIM, Ahmedabad. Mr. Agarwal is Senior Vice President and KMP at Road Infrastructure Development Company of Rajasthan Ltd. Presently, he is also Director in RIDCOR Infra Projects Limited w.e.f. April 4, 2013 and Nominee Director in IL&FS Engineering and Construction Company Limited w.e.f. January 15, 2021. Mr. Agarwal has got over 35 years of managerial and professional rich experience of work in infrastructure sector in India.

2	Annual Report 2022-23