1.  We have audited the attached consolidated balance sheet of IRB
 Infrastructure Developers Limited Group (hereinafter referred to as
 IRB Group), as at March 31, 2011, and also the consolidated profit
 and loss account and the consolidated cash flow statement for the year
 ended on that date annexed thereto. These financial statements are the
 responsibility of the IRB Group''s management (the management) and
 have been prepared by the management on the basis of separate financial
 statements and other financial information regarding components. Our
 responsibility is to express an opinion on these financial statements
 based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  We did not audit the financial statements of certain subsidiaries,
 whose financial statements reflect total assets of Rs. 12,781,378,243/-
 as at March 31, 2011, the total revenues of Rs. 14,914,835,923/- and net
 cash flows amounting to Rs. 149,132,025/- for the year then ended. These
 financial statements and other financial information have been audited
 by other auditors whose reports have been furnished to us, and our
 opinion is based solely on the report of other auditors.
 
 4.  We report that the consolidated financial statements have been
 prepared by the management in accordance with the requirements of
 Accounting Standard 21, ‘Consolidated Financial Statements'', notified
 pursuant to the Companies (Accounting Standards) Rules, 2006, (as
 amended).
 
 5.. Based on our audit and on consideration of reports of other
 auditors on separate financial statements and on the other financial
 information of the components, to the best of our information and
 according to the explanations given to us, we are of the opinion that
 the attached consolidated financial statements give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (a) in the case of the consolidated balance sheet, of the state of
 affairs of the IRB Group as at March 31, 2011;
 
 (b) in the case of the consolidated profit and loss account, of the
 profit of IRB Group for the year ended on that date; and
 
 (c) in the case of the consolidated cash flow statement, of the cash
 flows of IRB Group for the year ended on that date.
 
                                             For S. R. BATLIBOI & Co.
 
                                       Firm Registration No. 301003E
 
                                               Chartered Accountants
 
                                                      per Hemal Shah
                                                             Partner
                                                Membership No. 42650
 Place: Mumbai
 Date: May 20, 2011