IRB Infrastructure Developers

The Directors have pleasure in presenting their report on the business
 and operations along with the audited financial statements of your
 Company for the year ended March 31, 2008.
                                                     (Amount in crores)
 Particulars                                          Consolidated
                                              Year ended    Year ended
                                              March 31,      March 31,
                                              2008              2007
 
 Total income                                  784.74          325.09
 Profit before interest, depreciation and tax  463.92          184.81
 Less: Interest                                195.76           87.67
 Depreciation                                  101.61           52.59
 Profit before tax                             166.55           44.55
 Less: Provision for tax                        36.06           16.23
 Provision for deferred tax liability            3.22           (1.73)
 Fringe Benefit Tax                              0.70            0.27
 Profit after tax before minority interest     126.57           29.78
 Less: Minority Interest                        12.64            7.23
 Profit after tax and after minority interest  113.93           22.55
 
 Standalone
 Year ended    Year ended
 March 31,     March 31,
 2008              2007
 
 41.29             11.40
 34.90              9.07
 28.91              0.55
 -                     -
  5.99              8.52
 -                  1.73
  0.03             (0.03)
  0.05                 -
  5.91              6.82
 -                     -
  5.91              6.82
 
 OPERATION & PERFORMANCE REVIEW
 
 The Company carries on its business primarily of Infrastructure
 Development of Roads through its subsidiary companies.  While some
 subsidiaries are formed as Special Purpose Vehicles in terms of BOT
 concession agreements, some are engaged in road construction and also
 in real estate business.
 
 On the basis of Consolidated Financials
 
 During the year your Company achieved a consolidated total income of
 Rs. 784.74 crores and earned operating profit of Rs. 463.92 crores for
 the year ended March 31, 2008. After providing for interest of Rs.
 195.76 crores and Rs. 101.61 crores depreciation, profit before tax was
 Rs. 166.55 crores. Provision for Tax Rs. 36.06 crores, Fringe Benefit
 tax provision of Rs. 0.70 crore and deferred tax provision of Rs. 3.22
 crores was made for the financial year ended March 31, 2008. The net
 profit after minority interest for the year ended March 31, 2008 stood
 at Rs. 113.93 crores as against Rs. 22.55 crores for the previous year
 showing an annualized growth of 505.23% due to further acquisition of
 shares in subsidiaries Companies during the year and increase in the
 level of activities.
 
 On the basis of Standalone financials
 
 During the year your Company achieved total income of Rs. 41.29 crores
 and earned operating profit of Rs. 34.90 crores for the year ended
 March 31, 2008. After providing for interest of Rs. 28.91 crores and
 nil depreciation, as the Company has no fixed assets, profit before tax
 was Rs. 5.99 crores. Fringe Benefit tax provision of Rs. 0.05 crore and
 deferred tax provision of Rs. 0.03 crore was made for the previous year
 ended March 31, 2008. The net profit for the year ended March 31, 2008
 stood at Rs. 5.91 crores as against Rs. 6.82 crores for the previous
 year showing an annualized decline of 13.34%.
 
 DIVIDEND
 
 To conserve the resources for future expansion, your Directors do not
 recommend dividend for the year under review.
 
 INITIAL PUBLIC ISSUE
 
 Your Company offered by way of 100% book-building process 51,057,666
 Equity Shares of Rs. 10/- each for cash at a premium of Rs. 175/- per
 equity share to the public and successfully completed its maiden public
 offer. The public issue received an overwhelming response and was
 oversubscribed by 4.2 times. Post Public Issue, the total paid-up
 equity share capital of the Company increased to 332,364,110 Equity
 Shares of Rs. 10/- each fully paid-up aggregating to Rs. 332.36 Crores.
 The equity shares of the Company were listed with effect from February
 25, 2008 on National Stock Exchange of India Limited and Bombay Stock
 Exchange Limited. The Board of Directors takes this opportunity to
 thank all the investors for the confidence shown in the Company.
 
 CONVERSION OF DEBENTURES
 
 Your Company vide Debenture Subscription Agreement (“DSA”) dated March
 19, 2007, allotted 3,940,083 Two year rupee denominated transferable
 fully convertible debentures of Rs. 670/- each to various investors on
 such terms and conditions as contained in DSA. The Debenture holders at
 their Meeting held on August 9, 2007 approved subdivision of
 denomination of debentures from Rs. 670/- each to 10 debentures of Rs.
 67/- each.
 
 Further, the debentureholders exercised their option of conversion of
 debentures and subsequently the Company on September 10, 2007 allotted
 34,038,444 equity shares of Rs. 10/- each to these debenture holders at
 a premium of Rs. 67.55/- per share.
 
 AMENDEMENT OF ARTICLES OF ASSOCIATION
 
 The Company adopted new sets of Articles by amending the Articles of
 Association in line with the requirements of the Listing agreement of
 the stock exchanges.
 
 SUBSIDIARY COMPANIES
 
 Your Company had strengthened its shareholding in its subsidiaries viz.
 Ideal Road Builders Private Limited, Mhaiskar Infrastructure Private
 Limited, Thane Ghodbunder Toll Road Private Limited, IRB Infrastructure
 Private Limited, and NKT Road & Toll Private Limited, by way of
 acquisition of further shares from the shareholders of the
 subsidiaries. Subsequent to this acquisition, these subsidiary
 companies became wholly-owned subsidiaries of your Company. Further,
 subsequent to the Board’s approval, your Company had subscribed
 66,000,000 equity shares of Rs. 10/- each of Aryan Infrastructure
 Investments Private Limited and it had become subsidiary of your
 Company from July 18, 2007.
 
 As required under Section 212 of the Companies Act, 1956, the Statement
 of holding in subsidiaries and Consolidated Accounts pursuant to
 Accounting Standard (AS-21) issued by the Institute of Chartered
 Accountant of India, form part of the Annual Report. The Company has
 received permission from the Central Government in terms of Section 212
 (8) of the Companies Act, 1956 and has not attached audited financial
 accounts of its subsidiaries along with the Accounts of the Company.
 However, the annual accounts of the subsidiary companies will be kept
 open for inspection by any investor at the Registered Office of the
 Company.
 
 BOT PROJECTS
 
 Your Company was awarded two BOT projects during the year.
 
 Six laning of Surat Dahisar section of NH 8
 
 The Surat - Dahisar BOT project involves the six-laning of the existing
 four-lane Surat - Dahisar section of NH 8 from kms. 263 to kms. 502 (an
 aggregate length of appx. 239 kms.). Our bid which was submitted in
 consortium with Deutsche Bank AG, Singapore Branch, for the Surat –
 Dahisar BOT project provides for an effective revenue share to National
 Highway Authority of India (“NHAI”) of 38% of the toll revenue for the
 initial year of the concession period (commencing from the appointed
 date specified in the concession agreement) with an increase of an
 additional 1% revenue share for NHAI in each succeeding year during the
 course of the concession period of 12 years for the project. Your
 Company has incorporated new entity viz. IRB Surat Dahisar Tollway
 Private Limited to domicile this project and this company has executed
 Concession agreement with the NHAI on April 30, 2008. As per the terms
 of the Memorandum of Understanding executed with the Deustche Bank AG
 Singapore Branch, Deutche Bank will hold minimum 10% of the
 consortium’s holding in this Company.
 
 IRDP Kolhapur
 
 Your Company in consortium with its subsidiary companies were awarded
 Integrated Road Development Program (“IRDP”) in Kolhapur on BOT basis
 by the Maharashtra State Road Development Corporation Ltd. (“MSRDC”) to
 develop approx. 50 kms. of Roads in the city of Kolhapur. Further, the
 Company has also incorporated IRB Kolhapur Integrated Road Development
 Company Private Limited to domicile the IRDP Kolhapur project. This
 Company is a wholly-owned subsidiary of your Company.
 
 USAGE OF IPO PROCEEDS
 
 A detail of usage of IPO Proceed as stipulated under Clause 43 of the
 Listing Agreement is provided as under.
 
 Particulars                    To be financed       Funds Deployed up
                                through the issue    to March 31, 2008
                                proceeds (Rs.)           (Rs.)
 
 Investment in equity shares of 
 IDAA Infrastructure Private 
 Limited                         900,000,000            79,300,000 
 (Subsidiary of the Company)
 Repayment of existing loans of 
 the Company                   2,360,000,000         2,360,000,000
 Repayment of existing loans of 
 the Subsidiaries
 Ideal Road Builders Private 
 Limited                         400,000,000           400,000,000
 Mhaiskar Infrastructure Private 
 Limited                       1,000,000,000           992,725,770
 Thane Ghodbunder Toll Road 
 Private Limited               2,070,000,000         1,626,086,296
 Aryan Toll Road Private 
 Limited                         400,000,000           350,481,624
 Modern Road Makers Private 
 Limited                         750,000,000           228,632,390
 NKT Road & Toll Private Limited 250,000,000           -
 General Corporate Purpose       302,500,000           131,060,216
 Issue Related Expenses        1,013,168,210         1,005,226,557
                               9,445,668,210         7,173,512,853
 
 Temporary Investment in Mutual Funds/Bank Fixed Deposit
 
 - Investment in Mutual Fund and Fixed Deposit        1,828,241,653
 - Investment made by Subsidiary in Fixed Deposit       443,913,704
                                9,445,668,210         9,445,668,210
 
 The Company will ensure consistent and timely availability of the issue
 proceeds temporarily invested or used in working capital to timely meet
 the estimated fund requirements as stated above.
 
 There are no variations in respect of utilization of net proceeds from
 the Company’s IPO as against those stated in the Prospectus dated
 February 8, 2008.
 
 DIRECTORS
 
 Mr. Dattatraya P. Mhaiskar, Mr. Suresh G. Kelkar and Mrs. Deepali V.
 Mhaiskar retired from the office of Whole-time Director w.e.f July 29,
 2008. However, they continue as Directors of the Company.
 
 Mr. Suresh G. Kelkar and Mr. Dattatraya P. Mhaiskar, Directors of the
 Company, liable to retire by rotation at the forthcoming Annual General
 Meeting and being eligible, offer themselves for re-appointment. Your
 Directors recommend their re-appointment.
 
 CORPORATE GOVERNANCE
 
 In view of the securities of the Company being listed on the Stock
 Exchanges with effect from February 25, 2008; the Code of Corporate
 Governance became applicable from the aforesaid date. However, your
 Company had been in the process of institution and adherence to the
 Code of Corporate Governance prior to listing itself. The Company has
 fully complied with the requirements and disclosures that have to be
 made in this regard. As required by the existing Clause 49 of the
 Listing Agreements entered into with the Stock Exchanges, a Report on
 the Corporate Governance forms part of the annual report and
 certificate from a Practicing Company Secretary on compliance with the
 provisions of Corporate Governance is annexed to the Corporate
 governance report.
 
 AUDITORS
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, Mumbai, the Statutory
 Auditors of the Company, will retire at the ensuing Annual General
 Meeting and being eligible, offer themselves for re-appointment and
 your Directors recommend their re-appointment.
 
 FIXED DEPOSITS
 
 The Company has not accepted or renewed any deposit from public during
 the year under review.
 
 DIRECTORS’ RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
 confirm the following:
 
 1.  In the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 2.  Your Directors have selected such accounting policies and applied
 them consistently and made judgments 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 financial year and of the Profit of
 the Company for that year;
 
 3.  Your 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; and
 
 4.  Your Directors have prepared the attached Statement of Accounts for
 the year ended March 31, 2008 on a going concern basis.
 
 HUMAN RESOURCE MANAGEMENT
 
 Employees are vital to your Company. Your Company created a favorable
 work environment that encourages innovation and superior performance.
 Your Company has also set up a scalable recruitment and human resources
 management process, which enables your Company to attract and retain
 high caliber employees.
 
 PARTICULARS OF EMPLOYEES
 
 Information required to be furnished in terms of Section 217(2A) of the
 Companies Act, 1956 read with the Companies (Particulars of Employees)
 Rules, 1975 in respect of employees of the Company is as under.
 
 Name                   Designation            Qualification      Age
 
 Mr. Madhav               Chief                 F.C.A.            53
 Hari Kale                Financial                               Years
                          Officer
 
 Joining                  Experience         Gross
 date                                        Remuneration
                                             in Rs.
 
 February                 29 years           3,112,283/-
 1, 2007
 
 Previous                 Number
 employment &             of Shares
 designation, if any      held
 
 M.H. Kale & Co.,          399
 Chartered
 Accountants, Partner
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 The rules regarding Conservation of Energy and Technology Absorption
 are not applicable to the Company.
 
 There have been no foreign exchange earning or out goings.
 
 ACKNOWLEDGEMENTS
 
 Your Directors also take this opportunity to thank the Ministry of
 Road, Surface Transport & Highways, National Highways authority of
 India, Maharashtra State Road Development Corporation Ltd. for their
 support and guidance. Your Directors are also grateful to Reserve Bank
 of India, Ministry of Corporate Affairs, the Bombay Stock Exchange
 Limited and the National Stock Exchange of India Limited, Financial
 institutions & Banks, suppliers, contractors, vendors and business
 associates for their continuous support and look forward to their
 support. Also, your Directors convey their appreciation to the
 employees at all levels for their enormous personal efforts as well as
 collective contribution to the Company.
 
                             For and on behalf of the Board of Directors
 
                                       Virendra D. Mhaiskar
 Place: Mumbai                         Chairman & Managing Director
 Date : July 29, 2008