Dear Stakeholders,
 
 The Directors have pleasure in presenting their 13th report on the
 business and operations along with the audited financial statements of
 your Company for the year ended March 31, 2011.
 
                                                 (Amount in Rs. crores)
 
 Particulars                          Consolidated         Stand alone
                            Year ended  Year ended  Year ended Year ended
                              March 31,  March 31,   March 31,  March 31,
                                  2011       2010        2011       2010
 
 Total income                 2,502.60   1,753.81      352.99      76.69
 
 Profit before interest, 
 depreciation and tax         1,158.41     847.96      130.22      61.98
 
 Less: Interest                 357.21     249.39       27.92       7.01
 
 Depreciation                   225.37     181.91
 
 Profit before tax              575.83     416.66      102.30      54.97
 
 Less: Provision for tax
 
 Current Tax                    157.03      70.16       12.51     (0.88)
   
 MAT Credit Entitlement         (41.77)    (65.42)
 
 Deferred tax                    (3.52)      8.56       (0.37)
 
 Profit after tax before 
 minority interest               464.09    403.36        90.16     55.85
 
 Less: Minority Interest          11.71     17.95
 
 Profit after tax and after 
 minority interest               452.38    385.41        90.16     55.85
 
 Add: Profit at the beginning 
 of the year                     554.48    257.75        29.02     25.82
 
 Profit available for 
 appropriation                 1,006.86    643.16       119.18     81.67
 Appropriations:
 
 Proposed Dividend                49.86     64.60        49.86     49.86
 
 Corporate Tax on Dividend         9.84     10.98
 
 Transfer to General Reserve      17.61     13.11         4.51      2.79
 
 Balance Carried forward to 
 Balance Sheet                   929.55    554.47        64.81     29.02
 
 OPERATION AND PERFORMANCE REVIEW:
 
 On the basis of Consolidated Financials
 
 During the year your Company achieved a total income of Rs. 2,502.60
 crores and an operating profit of Rs. 1,158.41 crores for the year ended
 March 31, 2011 as against the total income of Rs. 1,753.81 crores and
 operating profit of Rs. 847.96 crores for the previous financial year
 2009-10. After providing for interest of Rs. 357.21 crores and Rs. 225.37
 crores for depreciation, the profit before tax is Rs. 575.83 crores
 against the profit before tax of Rs. 416.66 crores for the previous
 financial year. The net profit after tax and minority interest for the
 year ended March 31, 2011 stood at Rs. 464.09 crores as against Rs. 403.36
 crores for the previous year showing an annualized growth of 15.06% due
 to increase in level of business activities.
 
 On the basis of Stand alone financials:
 
 During the year your Company received a total income of Rs. 352.99 crores
 and earned operating profit of Rs. 130.22 crores for the year ended March
 31, 2011. After providing for interest of Rs. 27.92 crores, the profit
 before tax was Rs. 102.30 crores. Provision for current tax for FY10-11
 was Rs. 12.51 crores and deferred tax of Rs. (0.37) crores. The net profit
 for the year ended March 31, 2011 stood at Rs. 90.16 crores as against Rs.
 55.85 crores for the previous year.
 
 DIVIDEND
 
 Your Directors are pleased to recommend a dividend of 15% i.e. Rs. 1.50/-
 per Equity Share of face value ofRs. 10/- for the Financial Year
 2010-2011, subject to the approval of the members of the Company. The
 dividend on approval of the shareholder will be paid to the eligible
 members as per the Book Closure as may be kept for the purpose. The
 equity dividend outgo for the financial year 2010-11 would absorb a sum
 of Rs. 49.86 crores.
 
 CREDIT RATING
 
 Fitch Rating India Pvt. Ltd. has assigned:
 
 A-(ind) [A Minus Ind] to the Company with a Stable Outlook. Fitch has
 assigned ''A-(ind) [A Minus lnd]/Fl(ind) Fl(ind) (F One Ind]'' to term
 loans of Rs. 650 crores, A-(ind) [A Minus Ind]'' to fund based limits of Rs.
 185 crores and has also assigned ratings of ''A-(ind) [A Minus Ind]/
 Fl(ind) (F One Ind] to the Company''s non-fund based limits aggregating
 Rs. 750 crore.
 
 AA-(ind) [AA Minus Ind] to the outstanding loans of Mhaiskar
 Infrastructure Pvt. Ltd. aggregating Rs. 1,071 crores with Stable
 Outlook.
 
 BBB(ind) [BBB Ind] to the project loans of IRB Surat Dahisar Tollway
 Pvt. Ltd. with Stable Outlook.
 
 BBB   (ind) [BBB Plus Ind] to the project loans of IDAA Infrastructure
 Pvt. Ltd. of Rs. 594 crores with Stable Outlook.
 
 A- (ind)(S0) [A Minus Ind SO] to the project loans of IRB Kolhapur
 Integrated Road Development Company Private Limited of Rs. 258 crores
 with Stable Outlook.
 
 BBB-(ind) [BBB minus Ind] to the project loans of IRB Jaipur Deoli
 Tollway Pvt. Ltd. of Rs. 900 crores with Stable Outlook.
 
 Credit Analysis & Research Ltd. has assigned:
 
 ''CARE A [CARE Single A] to long tern facilities of Rs. 348.53 crores and
 ''CARE A [CARE Single A]/PR1 [PR One] to long term/short term bank
 facilities of Modern Road Makers Private Limited.
 
 BORROWINGS
 
 During the year under review, to meet the growing need of finance,
 various financial assistances have been availed by the Company. Your
 Company has availed Rupee Term Loan of Rs. 925 crores and non-fund based
 credit facilities to Rs. 700 crore from the consortium of banks.
 
 SUBSIDIARY COMPANIES
 
 During the year under review, the subsidiary companies of your Company
 continue to contribute to the overall growth of the Company. Your
 Company has been awarded with one new road project i.e. Tumkur
 Chitradurga BOT Project from National Highway Authority of India during
 the financial year. The Company has also received letter of award in
 April, 2011 from NHAI for Ahmedabad Vadodara BOT Project.
 
 Following is the list of Subsidiary Companies:
 
 1.  IRB Surat Dahisar Tollway Pvt. Ltd. (SPV for Surat Dahisar BOT
 Project)
 
 2.  Mhaiskar Infrastructure Pvt. Ltd. (SPV for Mumbai Pune NH4 & Mumbai
 Pune Expressway Project)
 
 3.  IDAA Infrastructure Pvt. Ltd. (SPV for Bharuch Surat BOT Project)
 
 4.  Thane Ghodbunder Toll Road Pvt. Ltd. (SPV for Thane Ghodbunder BOT
 Project)
 
 5.  Modern Road Makers Pvt. Ltd. (EPC Arm)
 
 6.  IRB Kolhapur Integrated Road Development Company Pvt. Ltd. (SPV for
 Integrated Road Development Project in Kolhapur)
 
 7.  ATR Infrastructure Pvt. Ltd. (SPV for Pune Nashik BOT Project)
 
 8.  Ideal Road Builders Pvt. Ltd. (Thane Bhiwandi Bypass BOT Project)
 
 9.  Aryan Toll Road Pvt. Ltd. (SPV for Pune Solapur BOT Project)
 
 10.  NKT Road & Toll Pvt. Ltd. (SPV for Ahmednagar – Karmala –
 Tembhurni BOT Project)
 
 11.  IRB Infrastructure Pvt. Ltd. (SPV for Kharpada Bridge BOT Project)
 
 12.  MMK Toll Road Pvt. Ltd. (SPV for Mohol – Kurul – Mandrup – Kamti
 BOT Project; Subsidiary of Ideal Road Builders Pvt. Ltd.)
 
 13.  IRB Pathankot Amritsar Toll Road Pvt. Ltd. (SPV for Pathankot
 Amritsar BOT Project)
 
 14.  IRB Talegaon Amravati Tollway Pvt. Ltd. (SPV for Talegaon Amravati
 BOT Project)
 
 15.  IRB Jaipur Deoli Tollway Pvt. Ltd. (SPV for Jaipur Deoli BOT
 Project)
 
 16.  IRB Goa Tollway Pvt. Ltd. (SPV for Panaji Goa BOT Project)
 
 17.  IRB Tumkur Chitradurga Tollway Pvt. Ltd. (SPV for Tumkur
 Chitradurga BOT Project)
 
 18.  IRB Ahmedabad Vadodara Super Express Tollway Pvt. Ltd. (SPV for
 Ahmedabad Vadodara BOT Project)
 
 19.  IRB Sindhudurg Airport Pvt. Ltd. (SPV for Greenfield Airport in
 Sindhudurg)
 
 20.  Aryan Infrastructure Investments Pvt. Ltd.
 
 21.  Aryan Hospitality Pvt. Ltd.
 
 22.  MRM Cement Pvt. Ltd. (Subsidiary of Modern Road Makers Pvt. Ltd.)
 UNDER IMPLEMENTATION PROJECTS
 
 IRB Surat Dahisar Tollway Pvt. Ltd.
 
 IRB Surat Dahisar Tollway Pvt. Ltd. has been carrying out construction
 activities as per the schedule and completed substantial construction
 work on the project. Also, the Management is confident to complete the
 construction within the scheduled time.
 
 IRB Kolhapur Integrated Road Development Company Private Limited
 
 IRB Kolhapur Integrated Road Development Company Private Limited was
 promoted to execute Integrated Road Development Program (IRDP) in
 Kolhapur on BOT basis to develop approx. 50 kms of Roads in Kolhapur.
 Construction of the project will be completed by 2nd quarter of FY11-12
 and thenafter, the Company will start collecting toll. The Company has
 increased its authorized share capital to Rs. 120 crores to enable to
 raise the equity to execute the project. Further the Company has also
 increased its paid up capital to Rs. 106.80 crores.
 
 IRB Pathankot Amritsar Toll Road Pvt. Ltd.
 
 The Company has mobilized its resources and commenced construction on
 the Project. The Company has completed approx. 10% of construction work
 and is hopeful to complete the construction within scheduled time.
 
 Further, the Company has increased it authorized share capital to Rs. 45
 crores and paid up capital to Rs. 39.40 crores.
 
 IRB Talegaon Amravati Tollway Pvt. Ltd.
 
 The Company has completed approx. 10% of construction work on the
 project and is hopeful to complete the construction in schedule time.
 
 Further, the Company has increased its authorized share capital to Rs. 50
 crores to enable to raise the equity to execute the project.
 Subsequently, the Company has increased its paid up capital to Rs. 43.51
 crores.
 
 IRB Jaipur Deoli Tollway Pvt. Ltd.
 
 The Company has completed approx. 15% of construction work on the
 project and is confident to complete the construction in schedule time.
 
 Further, the Company has increased it authorized share capital to Rs. 60
 crores and paid up capital to Rs. 52.70 crores.
 
 IRB Goa Tollway Pvt. Ltd.
 
 The Panaji Goa BOT project involves Design, Engineering, Finance,
 Construction, Operation and Maintenance of Four Lanning of NH 4A from
 Goa/Karnataka Border kms 84.00 to Panaji - Goa kms 153.070 with total
 length of 65.07 kms in the State of Goa under NHDP Phase III on BOT
 basis. Your Company has incorporated a new entity viz. IRB Goa Tollway
 Pvt. Ltd. to domicile this project and executed the concession
 agreement with NHAI on February 19, 2010.  The Company has sought a
 grant of Rs. 186.30 crores for the Project from NHAI with concession
 period of 30 years and estimated cost of the Project is appx. Rs. 800
 crores. The Company has achieved financial closure by tying up of debt
 of Rs. 300 crores from the consortium of banks/Financial Institution.
 
 However, NHAI has yet not given appointed date to the Company due to
 non-availability of requisite land for the project.
 
 IRB Sindhudurg Airport Pvt. Ltd.
 
 Sindhudurg Airport project involves Design, Built, Finance & Operation
 of Greenfield Airport in Sindhudurg District in the state of
 Maharashtra. Your Company has incorporated a new entity viz. IRB
 Sindhudurg Airport Pvt. Ltd. to domicile this project. This Company has
 executed Project Development Agreement with MIDC on September 25, 2009.
 
 Further the Company has approached concern Government Authorities for
 necessary approvals and permissions.  Public hearing for environmental
 clearance has been completed. However, there has been imposition of
 moratorium by the Ministry for consideration of projects for
 environmental clearance in the districts of Ratnagiri and Sindhudurg,
 in Maharashtra. Once this moratorium will be lifted and upon
 environmental clearance and other required clearances, the Company will
 commence construction on the project.
 
 The Statement pursuant to Section 212 of the Companies Act, 1956
 pertaining to holding in subsidiary companies is attached. The
 Consolidated Financial Statements of the Company and its subsidiaries,
 prepared in accordance with Accounting Standard AS21 form part of the
 Annual Report. Upon written request from the member, the Company
 Secretary will make these documents available. These documents will be
 available for inspection at the Registered Office of the Company,
 between 11.00 a.m. to 1.00 p.m. on all working days, except Saturdays,
 upto the date of the Annual General Meeting.
 
 USAGE OF IPO PROCEEDS:
 
 The total IPO proceeds of Rs. 94,456.68 lakhs is utilized as shown below:
 
                                                            (Rs. in lakhs)
 
 Particulars                    To be financed  Utilization 
                                                       up    Utilization
                                                                  up
                                  through the   to March 31, to September
                                    issue 
                                    proceeds        2010      30, 2010
 
 Investment in equity shares of 
 IDAA Infrastructure Private        9,000.00     9,000.00     9,000.00 
 Limited
 
 Repayment of existing loans of 
 the Company                       23,600.00    23,600.00    23,600.00
 
 Repayment of existing loans of 
 the Subsidiaries                  48,700.00    44,360.56    44,401.42
 (Refer Note below)
 
 General Corporate Purposes 
 (Refer Note below)                3,025.00      2,973.36     7,271.94
 
 Issue Related Expenses           10,131.68     10,183.32    10,183.32
 
 Utilized as per Objects of the 
 Issue                            94,456.68     90,117.24    94,456.68
 Temporary Investment in Mutual 
 Funds/Bank Fixed Deposits
 
 Investment in Fixed Deposits           -        4,339.44
 
 Total Temporary Investments            -        4,339.44
 
 Total                            94,456.68     94,456.68    94,456.68
 
 IPO proceeds of the Company earmarked for repayment of term loan of
 Thane Ghodbunder Toll Road Pvt. Ltd.  (TGTRPL) of Rs. 42.99 crores has
 been transferred to General Corporate Purpose since one of the lenders
 of TGTRPL has shown their inability to accept the prepayment of term
 loan. This amount has been given to the subsidiary Company as a loan,
 to be utilized by it as working capital.
 
 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.
 
 OUTLOOK
 
 For FY10-11 NHAI has awarded around 5,000 kilometers of road projects
 showing more than 50% year-on-year growth. Out of this, IRB was
 successful in bagging Tumkur-Chitradurga project covering roughly 115
 kms. For FY11-12, NHAI have a very significant outlay of around 7,300
 kilometers which they intend to award during the year.  This is likely
 to translate into approx. Rs. 70,000 crores plus opportunity for
 developers. Your Company is qualified to submit bids for projects worth
 of approx. Rs. 41,000 crores. Your Company surely have the intention and
 aspiration to remain a lead player.
 
 PROPOSED FUND RAISING
 
 Your Company has been qualified to bid for various projects bid out by
 NHAI and other State Undertakings. The Company intends to keep its lead
 in these projects. These growth plans, required availability of
 adequate capital at the Company''s disposal in addition to the steady
 cash inflows from operations. Therefore, your Directors have approached
 the Shareholders for approval of enabling resolution to facilitate
 raising of capital of up to Rs. 1,200 crores by issuing additional
 shares/securities of the Company.
 
 DIRECTORS
 
 Mr. Dattatraya P. Mhaiskar and Mr. Sivaramakrishnan S. Iyer, 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.
 
 Your Directors also appointed Mr. Sunil Talati as an Additional
 Director of the Company w.e.f. December 13, 2010.
 
 Mr. Talati will hold the office upto the date of the ensuing Annual
 General Meeting. Appropriate resolution seeking your approval for the
 appointment of Mr. Talati as a Director of the Company liable to retire
 by rotation has already been included in the notice of the Annual
 General Meeting.
 
 CORPORATE GOVERNANCE
 
 As required by the Clause 49 of the Listing Agreements entered into
 with the Stock Exchanges, a Report on the Corporate Governance and
 Management Discussion and Analysis form part of the Annual Report and a
 certificate from a Practicing Company Secretary on the compliance with
 the provisions of Corporate Governance is annexed to the Corporate
 Governance Report. The Company has fully complied with the requirements
 and disclosures that have to be made in this regard.
 
 AUDITORS
 
 M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of
 the Company, will retire at the ensuing Annual General Meeting and
 being eligible, offers themselves for re-appointment. Your Directors
 recommend their re-appointment.
 
 As required under the provisions of Section 224(1B) of the Companies
 Act, 1956, the Company has received a written certificate from the
 above Auditors proposed to be re-appointed to the effect that their
 re-appointment, if made, would be in conformity with the limits
 specified in the said section.
 
 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 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 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, 2011 on a going concern basis.
 
 HUMAN RESOURCE MANAGEMENT
 
 Your Company has a large pool of experienced and trained technical
 manpower with which your Company executes world-class and high quality
 projects – qualities which have become synonymous with the name IRB.
 Company remains committed on providing high level technical training
 from institutions of world repute like NICMAR to its employees to
 continuously build upon their expertise as well as to provide growth
 avenues to the employees. Employees are also nominated to attend other
 professional skill building programs.
 
 Your Company is also associated with international professional bodies
 in its quest to continually excel in all its endeavors. The reputation
 of your Company as the one with favourable work environment that
 encourages innovation and superior performance, acts as a strong 
 magnet to attract new talent from the industry. Human resources 
 continue to be one of the core focus areas of the Company. Respect 
 for individual, open work culture,effective communication, fair and 
 equitable treatment and welfare of employees are significant. 
 Employee Value Propositions which help your Company to retain a pool 
 of large number of highly engaged professionals and generate high 
 level of trust amongst its employees.
 
 Your Company remains ''employer of choice'' with one of the lowest
 attrition rate of employees of less than 1% in the infrastructure
 sector since last three consecutive years.
 
 PARTICULARS OF EMPLOYEES:
 
 During the year, there were no employees, who drew remuneration more
 than the limits specified under the provisions of Section 217 (2A) of
 the Companies Act 1956, read with the Companies (Particulars of
 Employees), Rules 1975, as amended.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO:
 
 Particulars of Conservation of Energy, Technology Absorption and
 Foreign Exchange Earning and Outgo are mentioned in the Form A, B & C
 of the report.
 
 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, Maharashtra Industrial
 Development Corporation, State & Central Government for their support
 and guidance. Your Directors also thank Ministry of Corporate Affairs,
 Bombay Stock Exchange Limited, National Stock Exchange of India
 Limited, Financial Institutions & Banks, Stakeholders, 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 growth of
 the Company.
 
                             For and on behalf of the Board of Directors
 
                                           Virendra D. Mhaiskar
                                       Chairman & Managing Director 
 Place: Mumbai 
 Date: July 20, 2011