Dear Members,
 
 FINANCIAL HIGHLIGHTS
 
                                                  (Rs. in Million)
 
                                            Year ended     Year ended
 
                                            31.03.2011     31.03.2010
 
 Income from Operations                         843.12         841.21
 
 Other Income                                    30.07          18.13
 
 Operating & Administration Expenses            228.86         231.56
 
 Profit before Interest, Depreciation 
 & Amortisation                                 644.33         627.78
 
 Interest & Finance charges                     172.92         171.80
 
 Depreciation/Amortisation                       44.77          51.47
 
 Provision for Tax/FBT                           51.71         128.96
 
 Net Profit/(Loss) carried to Balance Sheet     374.93         275.55
 
 In the absence of a toll hike, the income from operations has been
 maintained at last year''s level. The Company has incurred a revenue
 loss of Rs. 66.41 Million and Rs. 167.56 Million for FY 2009-10 and FY
 2010-11 respectively, due to non-notification of revised toll tariffs by
 NOIDA and consequent inability to implement toll hikes.
 
 The Profit before Tax (PBT) has increased marginally. The Profit after
 Tax, however, has increased substantially due to recognition of Minimum
 Alternate Tax (MAT) credit.
 
 As per the Concession Agreement with the NewOkhla Industrial
 Development Authority (NOIDA), the Company is entitled to recover
 project cost together with agreed rate of return during the Concession
 period. The outstanding amount in this regard is determined at periodic
 intervals by the Independent Auditor appointed under the provision of
 the Concession Agreement.  outstanding amount as on March 31, 2011
 amounts to Rs. 2,011 crores.
 
 REPAYMENT OF DEBT
 
 As per the terms of the debt restructuring approved by the Corporate
 Debt Restructuring Empowered Group of Banks and Financial Institutions
 (CDR), the Company issued Zero Coupon Bonds (ZCB-Series B) of Rs. 555.4
 million to Banks, Financial Institutions and others, repayable no later
 than March 31, 2014, towards the Net Present Value of the sacrifice made
 by them.  The Company has repaid the entire outstanding ZCB –B
 liability during the current fnancial year.
 
 DIVIDEND
 
 The Directors have, after obtaining approval from the CDR Empowered
 Group of Banks and FIs (CDR), paid it''s frst dividend @ 5% (Rs. 0.50
 per share) for the fnancial year 2010-11. The Directors recommend that
 the above dividend be confrmed and declared as the fnal dividend for
 the year ended March 31, 2011.
 
 The Directors anticipate that initially a relatively low level of
 dividend payment, relative to profits, will be appropriate, but a
 policy of aiming to progressively increase the proportion of profits
 distributed to shareholders by way of dividend will be pursued. So long
 as the Company is under the debt restructuring scheme approved by the
 CDR Empowered Group of Banks & FIs (CDR), however, dividend cannot be
 paid without the prior consent of the CDR.
 
 OPERATIONS
 
 The traffic has marginally declined by 1.8% during Financial Year
 2010-11, over the previous year. The average daily traffic (ADT) during
 the year was 102,394 vehicles as against 104,277 vehicles in the
 previous year.
 
 The Average Toll Revenue/Day has decreased to Rs. 1.91 million in FY
 2010 -11, from Rs. 1.93 million in Financial Year 2009-10, showing a
 decrease of around 1%.
 
 The toll rates were increased on February 15, 2011, but due to
 non-notification of revised toll rates by New Okhla Industrial
 Development Authority (NOIDA), the Company had to roll back the fee
 hike on February 17, 2011.
 
 The month-wise Average Daily Traffic and Average Toll Revenue per day
 are presented in the Table below:
 
 Month      Buses/     Two-     Cars    Total Traffic   Revenue  Revenue
            Trucks    Wheelers                Growth*           Growth*
          (vehicles/
              day)  (vehicles/
                      day)    (vehicles
                                /day)                 ( Rs./day)
 
 April-10    2,984     24,269  77,479  104,732    6%   1,944,622   (1)%
 
 May-10      2,976     23,520  75,834  102,330    5%   1,903,743    7%
 
 June-10     3,080     23,912  75,504  102,496    2%   1,907,324    4%
 
 July-10     3,042     24,974  77,865  105,881   (1)%  1,959,818    1%
 
 August-10   2,866     24,067  75,887  102,820   (2)%  1,899,620    0%
 
 September
 -10         2,667     22,936  73,416   99,019   (8)%  1,827,007   (7)%
 
 October-10  2,745     23,237  69,858   95,840  (14)%  1,764,064  (13)%
 
 November-10 2,682     23,138  77,312  103,132   (5)%  1,908,176   (5)%
 
 December-10 3,064     22,169  76,630  101,863   (3)%  1,906,212   (3)%
 
 January-11  3,060     19,816  74,679   97,555   (1)%  1,843,990    0%
 
 February-11 3,611     23,274  81,416  108,301    0%   2,089,252    4%
 
 March-11    3,158     23,580  78,011  104,749    1%   1,950,767    2%
 
 Total/
 Average     2,995     23,241  76,158  102,394  (1.8)% 1,908,716   (1)%
 
 *over the corresponding period in the previous year.
 
 The traffic mainly comprised of cars (74%), two wheelers (23%) and
 commercial vehicles (3%). The composition of traffic, has shown a
 marginal change compared to the previous year; there has been a
 decrease of 1% in cars and decrease of 6% in two wheelers. Although
 commercial vehicles constitute around 3% of total traffic only, the
 increase in average daily commercial traffic was 12% during the year
 under review.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 A Management Discussion & Analysis Report is attached and forms part of
 this Report.
 
 SHARE CAPITAL
 
 The Issued and Subscribed Equity Share Capital of the Company on March
 31, 2010, was Rs. 1,861,950,020/-. There were no allotments of shares
 during the year and hence the share capital on March 31, 2011 remains
 the same.
 
 SUBSIDIARIES
 
 The Company has one subsidiary, ITNL Toll Management Services Limited.
 The audited accounts of the subsidiary, as well as the Consolidated
 Financial Statements of the Company alongwith this subsidiary, form
 part of this Report.
 
 DIRECTORS
 
 Mr. Mohinder Singh, was appointed on the Board of Directors of the
 Company, in his ex-officio capacity as Chief Executive Officer, New 
 Okhla Industrial Development Authority, with effect from February 20, 
 2008. Due to a change in his portfolio, his appointment lapsed with 
 effect from January 19, 2011.
 
 In accordance with the provisions of the Companies Act, 1956, Mr. R. K.
 Bhargava and Mr. Arun Saha, Directors, are due to retire by rotation at
 the ensuing Annual General Meeting and being eligible offer themselves
 for re-appointment.
 
 None of the Directors of the Company are disqualifed from being
 appointed as Directors as specifed under Section 274 of the Companies
 Act, 1956.
 
 FIXED DEPOSITS
 
 The Company has not accepted any Fixed Deposits during the year under
 review.
 
 EMPLOYEE STOCK OPTION PLANS
 
 The Company has two employee stock option plans viz. ESOP-2004 and
 ESOP-2005.
 
 During the year, the Company has not granted any stock options. All
 stock options granted in the past have been exercised, allotted or have
 lapsed.
 
 No options have been granted under ESOP-2005 so far and 2,05,000
 options remain to be granted under ESOP-2004.  Options under ESOP-2004
 were granted as per the pricing formula approved by the shareholders.
 
 LISTING
 
 The Company''s Equity Shares of Rs. 10/- each, aggregating to Rs.
 1,861,950,020/-, are listed on the Bombay Stock Exchange Ltd. and the
 National Stock Exchange of India Ltd.
 
 10,815 Secured Deep Discount Bonds are listed on the Bombay Stock
 Exchange Ltd., the National Stock Exchange of India Ltd. and the Uttar
 Pradesh Stock Exchange Association Ltd.
 
 The Company''s Global Depository Receipts (GDR) are listed on the
 Alternative Investment Market (AIM) segment of the London Stock
 Exchange.
 
 INTERNATIONAL FINANCIAL REPORTING STANDARD (IFRS)
 
 Pursuant to listing on the AIM segment of the London Stock Exchange,
 the Company is required to prepare and submit annual and semi annual
 fnancial statements under IFRS, to AIM.
 
 A reconciliation of Equity and Income statements under Indian GAAP and
 IFRS as on March 31, 2010 and March 31, 2011, has been included in this
 Annual Report. The IFRS results as well as annual audited fnancials
 prepared under Indian GAAP will be available on the Company''s web site:
 www.ntbcl.com.
 
 PARTICULARS OF EMPLOYEES
 
 One employee employed for part of the year was in receipt of
 remuneration of more than Rs. 5 lacs per month. In accordance with the
 provisions of Section 217 of the Companies Act, 1956 and the rules
 framed thereunder, the names and other particulars of the employees is
 set out in the annexure to the Directors'' Report. In terms of the
 provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the
 Directors'' Report is being sent to all the shareholders of the Company
 excluding the annexure. Any shareholder interested in obtaining a copy
 of the said annexure may write to the Company Secretary at the
 Registered Office of the Company.
 
 ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The Company does not own any manufacturing facilities.
 
 The Company has not earned any foreign exchange during the year.
 
 The Company had the following foreign exchange outgo:
 
                                        Year ended 
                                        March 31, 2011  Year ended 
                                                        March 31, 2010
 
                                            Rs.              Rs.
 
 (a) Inventories (OBU), (at CIF Value)           Nil       26,66,836
 
 (b) Consultancy/Legal fee                 4,012,547      16,076,711
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement with the Indian Stock
 Exchanges, a Report on Corporate Governance along with an Auditors''
 certificate on compliance with the provisions of Corporate Governance is
 annexed and forms part of this Report.
 
 DIRECTORS'' RESPONSIBILITY STATEMENT
 
 The provisions of Section 217 (2AA) of the Companies Act, 1956,
 required the Board of Directors to provide a statement to the members
 of the Company in connection with maintenance of books, records and
 preparation of Annual Accounts in conformity with the accepted
 accounting standards and past practices followed by the Company.
 Pursuant to the foregoing, and on the basis of representations received
 from the operating management, and after due enquiry, it is confrmed
 that:
 
 1.  In the preparation of annual accounts, the applicable Accounting
 Standards have been followed alongwith proper explanation relating to
 material departures.
 
 2.  The Directors have selected such accounting policies and applied
 them consistently and made judgements and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the fnancial year and of the profit or
 loss of the Company for that period.
 
 3.  The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of this Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities.
 
 4.  The Directors have prepared the annual accounts on a going concern
 basis.
 
 STATUTORY AUDITORS
 
 M/s. Luthra & Luthra, Chartered Accountants, the Statutory Auditors of
 the Company, retire at the conclusion of the ensuing Annual General
 Meeting and have expressed their willingness to continue as Auditors,
 if re-appointed.
 
 ACKNOWLEDGEMENTS
 
 The Board of Directors place on record their appreciation for the
 continued support extended to them by the various Government
 Authorities, Banks, Financial Institutions and Shareholders of the
 Company.
 
 The Directors would also like to place on record their appreciation for
 the hard work and dedication of the employees of the Company at all
 levels.
 
 By order of the Board
 
 For Noida Toll Bridge Company Limited
 
 R. K. Bhargava
 
 Chairman
 
 Noida
 
 Uttar Pradesh
 
 Date: July 21, 2011