IRB Infrastructure Developers

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, 2009, 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 Infrastructure Developers Limiteds
 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. 25,225,892,014
 as at March 31, 2009, the total revenues of Rs. 6,605,954,635 and net
 cash flows from operating activities amounting to Rs. 1,419,532,685 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 and
 Accounting Standard 23, Accounting for Investments in Associates in
 Consolidated Financial Statements issued by the Institute of Chartered
 Accountants of India.
 
 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, 2009;
 
 (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.
                                          Chartered Accountants
                                                 per Hemal Shah
                                  Partner Membership No. 42650
 
 Place: Mumbai 
 Date: May 21, 2009