IRB Infrastructure Developers Ltd.

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