1.  We have audited the attached Balance Sheet of IRB Infrastructure
 Developers Limited (''the Company'') as at March 31, 2012, the Statement
 of Profit and Loss and the Cash Flow Statement for the year ended on
 that date annexed thereto. These financial statements are the
 responsibility of the Company''s management. Our responsibility is to
 express an opinion on these financial statements based on our audit.
 
 2.  We conducted our audit in accordance with 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.  As required by the Companies (Auditor''s Report) Order, 2003 (as
 amended) issued by the Central Government of India in terms of
 sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose
 in the Annexure a statement on the matters specified in paragraphs 4
 and 5 of the said Order.
 
 4.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (i) We have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purposes of our
 audit;
 
 (ii) In our opinion, proper books of account as required by law have
 been kept by the Company, so far as appears from our examination of
 those books;
 
 (iii) The Balance Sheet, the Statement of Profit and Loss and Cash Flow
 Statement dealt with by this report are in agreement with the books of
 account;
 
 (iv) In our opinion, the Balance Sheet, the Statement of Profit and
 Loss and Cash Flow Statement dealt with by this report comply with the
 Accounting Standards referred to in sub-section (3C) of Section 211 of
 the Companies Act, 1956;
 
 (v) On the basis of the written representations received from the
 directors, as on March 31, 2012, and taken on record by the Board of
 Directors, we report that none of the directors of the Company is
 disqualified as on March 31, 2012 from being appointed as a director,
 in terms of Clause (g) of sub-section (1) of Section 274 of the
 Companies Act, 1956;
 
 (vi) In our opinion and to the best of our information and according to
 the explanations given to us, the said accounts give the information
 required by the Companies Act, 1956, in the manner so required and give
 a true and fair view in conformity with the accounting principles
 generally accepted in India:
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at March 31, 2012;
 
 (b) in the case of the Statement of Profit and Loss, of the profit of
 the Company for the year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure referred to in paragraph 3 of our report of even date
 
 (i) The Company does not have any fixed assets and therefore, the
 provisions of Clause 4(i) (a) to (c) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) are not applicable to the Company.
 
 (ii) The Company does not have any inventory and therefore the
 provisions of Clause 4(ii) (a) to (c) of the Companies (Auditor''s
 Report) Order, 2003 (as amended) are not applicable to the Company.
 
 (iii) (a) The Company has granted unsecured loans to twenty one
 subsidiaries covered in the register maintained under Section 301 of
 the Companies Act, 1956. The maximum amount involved during the year
 was Rs. 20,940,467,669 and the year-end balance of loans granted to such
 parties was Rs. 9,850,142,463.
 
 (b) The Company has made interest bearing loans to six wholly owned
 subsidiaries and interest free loans to a subsidiary and fourteen
 wholly owned subsidiaries. In our opinion, the rates of interest and
 other terms and conditions for interest bearing loans are not prima
 facie prejudicial to the interest of the Company. Having regard to
 management''s representation that the interest free loans are given to
 subsidiaries from its own funds in the interest of the Company''s
 business, the rate of interest and other terms and conditions for such
 loans are considered as being not prima facie prejudicial to the
 interest of the Company.
 
 (c) Long-term loans and interest, if any, are repayable on demand after
 five years. The Company has also granted interest free subordinated
 debt to subsidiaries repayable on demand after consortium loans and
 other dues thereon have paid in full. The long-term loans or
 subordinated debt are not due as at March 31, 2012. The short-term
 loans and interest, if any, granted to subsidiaries are repayable on
 demand. Based on audit procedures and the information and explanations
 made available to us, the amounts of such loans have been repaid by the
 subsidiaries as and when demanded by the Company, and thus, there has
 been no default on the part of the subsidiaries to whom the money has
 been lent.
 
 (d) There is no overdue amount of loans granted to companies, firms or
 other parties listed in the register maintained under Section 301 of
 the Companies Act, 1956.
 
 (e) According to the information and explanations given to us, the
 Company has not taken any loans, secured or unsecured from companies,
 firms or other parties covered in the register maintained under Section
 301 of the Companies Act, 1956. Accordingly, the provisions of Clause 4
 (iii) (e) to (g) of the Companies (Auditor''s Report) Order, 2003 (as
 amended) are not applicable to the Company and hence not commented
 upon.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 sale of services. The activities of the Company do not involve purchase
 of inventory or fixed assets and sale of goods.  During the course of
 our audit, we have not observed any major weakness or continuing
 failure to correct any major weakness in the internal control system of
 the Company in respect of that area.
 
 (v) (a) According to the information and explanations provided by the
 management, we are of the opinion that the particulars of contracts or
 arrangements referred to in Section 301 of the Companies Act, 1956 that
 need to be entered into the register maintained under Section 301 have
 been so entered.
 
 (b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees five lakhs have been
 entered into during the financial year at prices which are reasonable
 having regard to the prevailing market prices at the relevant time.
 
 (vi) The Company has not accepted any deposits from the public.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with the size and nature of its business.
 
 (viii) We have broadly reviewed the books of account and records
 maintained by the Company pursuant to the rules made by the Central
 Government for the maintenance of cost records under Section 209 (1)
 (d) of the Companies Act, 1956, related to road tolling business and
 road works business, and are of the opinion that prima facie, the
 prescribed accounts and records have been made and maintained.
 
 (ix) (a) The Company is regular in depositing with appropriate
 authorities undisputed statutory dues including provident fund,
 employees'' state insurance, income-tax, wealth-tax, service tax, cess
 and other material statutory dues applicable to it. There are no dues
 payable to the investor education and protection fund.
 
 (b) According to the information and explanations given to us, no
 undisputed amounts payable in respect of provident fund, income-tax,
 wealth-tax, service tax and cess were outstanding, at the year end, for
 a period of more than six months from the date they became payable.
 
 (c) According to the information and explanations given to us, there
 are no dues of income tax, wealth tax, service tax, and cess which have
 not been deposited on account of any dispute.
 
 (x) The Company has no accumulated losses at the end of the financial
 year and it has not incurred cash losses in the current and immediately
 preceding financial year.
 
 (xi) Based on our audit procedures and as per the information and
 explanations given by the management, we are of the opinion that the
 Company has not defaulted in repayment of dues to financial
 institutions or banks. The Company has not issued any debentures.
 
 (xii) According to the information and explanations given to us and
 based on the documents and records produced before us, the Company has
 not granted loans and advances on the basis of security by way of
 pledge of shares, debentures and other securities.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefit fund/ society. Therefore, the provisions of Clause
 4(xiii) of the Companies (Auditor''s Report) Order, 2003 (as amended)
 are not applicable to the Company.
 
 (xiv) In our opinion, the Company is not dealing in or trading in
 shares, securities, debentures and other investments.  Accordingly, the
 provisions of Clause 4(xiv) of the Companies (Auditor''s Report) Order,
 2003 (as amended) are not applicable to the Company.
 
 (xv) According to the information and explanations given to us, the
 Company has given guarantee for loans taken by subsidiaries from banks
 and financial institutions, the terms and conditions whereof in our
 opinion are not prima-facie prejudicial to the interest of the Company.
 According to the information and explanations given to us, the Company
 has not given any guarantee for loans taken by any other party from
 bank or financial institutions.
 
 (xvi) Based on information and explanations given to us by the
 management, term loans were applied for the purpose for which the loans
 were obtained.
 
 (xvii) According to the information and explanations given to us and on
 an overall examination of the balance sheet of the Company, we report
 that no funds raised on short-term basis have been used for long-term
 investment.
 
 (xviii)The Company has not made any preferential allotment of shares to
 parties or companies covered in the register maintained under Section
 301 of the Companies Act, 1956.
 
 (xix) The Company did not have any outstanding debentures during the
 year.
 
 (xx) The Company has not raised any money by the way of public issue
 during the year. Therefore the provisions of Clause 4(xx) of the
 Companies (Auditor''s Report) Order, 2003 (as amended) are not
 applicable to the Company.
 
 (xxi) Based upon the audit procedures performed for the purpose of
 reporting the true and fair view of the financial statements and as per
 the information and explanations given by the management, we report
 that no fraud on or by the Company has been noticed or reported during
 the year.
  
                                            For S. R. BATLIBOI & Co.
 
                                      Firm Registration No. 301003E
 
                                              Chartered Accountants
 
                                                     per Hemal Shah
 
                                                            Partner
 
                                               Membership No. 42650
 
 Place: Mumbai
 
 Date : May 09, 2012