RED HERRING PROSPECTUS

Dated January 14, 2008

Please read Section 60B of the Companies Act, 1956

100% Book Built Issue

IRB Infrastructure Developers Limited

(The Company was incorporated as a private limited company “DVJ Leasing and Finance Private Limited” on July 27, 1998 under the Companies Act, 1956, as amended (“Companies Act”). The name of the Company was changed to “IRB Infrastructure Developers Private Limited” pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on October 30, 2006. The fresh certificate of incorporation consequent upon the change of name was granted on November 8, 2006 by the Registrar of Companies, Maharashtra, located at Mumbai (“RoC”). Subsequently, pursuant to a special resolution of the shareholders of the Company at an extraordinary general meeting held on November 25, 2006, the Company became a public limited company and the word “private” was deleted from its name. The certificate of incorporation to reflect the new name was issued on November 27, 2006 by the RoC. The registered office of the Company was shifted with effect from July 1, 1999 from Manisha Safalya, Mahatma Gandhi Road, Dombivli, Mumbai – 421 202, to 501, Dattashram, Hindu Colony, Lane No.1, Dadar, Mumbai – 400 014. Thereafter, the registered office of the Company was shifted to 3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai – 400 072 with effect from November 28, 2006.

Registered Office: 3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai – 400 072,

Maharashtra, India Telephone: +91 22 6640 4220; Facsimile: +91 22 6675 1024

Contact Person: Dhananjay K. Joshi; Tel: +91 22 6640 4220; Email: ipo@irb.co.in Website: www.irb.co.in

PUBLIC ISSUE OF 5,10,57,666 EQUITY SHARES OF RS. 10 EACH (“EQUITY SHARES”) OF IRB

INFRASTRUCTURE DEVELOPERS LIMITED (“IRB” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH

AT A PRICE OF RS. [●] PER EQUITY SHARE AGGREGATING TO RS. [●] CRORES (“ISSUE”). UP TO 125,000

EQUITY SHARES WILL BE RESERVED IN THE ISSUE FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS

SPECIFICALLY DEFINED HEREIN IN THE SECTION “DEFINITIONS AND ABBREVIATIONS”) AT THE ISSUE

PRICE (“EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION

PORTION SHALL BE HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE WILL CONSTITUTE

15.36% OF THE FULLY DILUTED POST-ISSUE EQUITY SHARE CAPITAL OF THE COMPANY.

PRICE BAND: RS. 185 TO RS. 220 PER EQUITY SHARE OF FACE VALUE RS. 10 EACH. THE ISSUE PRICE IS 18.5 TIMES THE FACE VALUE AT THE LOWER END OF THE PRICE BAND AND 22

TIMES THE FACE VALUE AT THE HIGHER END OF THE PRICE BAND.

In case of revision in the Price Band, the Bidding Period shall be extended for three additional working days after such revision, subject to the Bidding Period not exceeding 10 working days. Any revision in the Price Band, and the revised Bidding Period, if applicable, shall be widely disseminated by notification to the Bombay Stock Exchange Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release and also by indicating the change on the website of the Sole Global Coordinator and Book Running Lead Manager (“BRLM”), the Co-Book Running Lead Manager (“CBRLM”) and the terminals of the Syndicate. Pursuant to Rule 19(2)(b) of the SCRR (as defined below), this Issue is for less than 25% of the post-Issue share capital of the Company and is therefore being made through a 100% Book Building Process (as defined below) wherein at least 60% of the Net Issue shall be allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”), out of which 5% shall be available for allocation on a proportionate basis to Mutual Funds only and the remainder shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. In addition, in accordance with Rule 19(2)(b) of the SCRR, a minimum of 20 lakh securities are being offered to the public and the size of the Issue shall aggregate to at least Rs. 100 crores. If at least 60% of the Net Issue cannot be allotted to QIBs, then the entire application money will be refunded forthwith. Further, not less than 10% of the Net Issue shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 30% of the Net Issue shall be available for allocation on a proportionate basis to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price. Further, 125,000 Equity Shares shall be available for allocation on a proportionate basis to the Eligible Employees, subject to valid Bids being received at or above the Issue Price.

IPO GRADING

The Issue has been graded by Fitch Ratings India Private Limited (“Fitch”), a credit rating agency registered with the Securities and Exchange Board of India (“SEBI”). Fitch has assigned a grade of 4 (ind) out of a maximum of 5 (ind) indicating that the fundamentals of the Issue are above average, relative to other listed equity shares in India, through its letter dated December 17, 2007. For details of the grading of the Issue, see the section “General Information” beginning on page 9 of this Red Herring Prospectus.

RISKS IN RELATION TO FIRST ISSUE

This being the first issue of Equity Shares of the Company, there has been no formal market for the Equity Shares of the Company. The face value of the Equity Shares is Rs. 10 per Equity Share and the Issue Price is [●] times the face value. The Issue Price (as determined by the Company, in consultation with the BRLM and the CBRLM, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares of the Company or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Company and the Issue, including the risks involved. The Equity Shares offered in the Issue have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to the statements in the section “Risk Factors” beginning on page xi of this Red Herring Prospectus.

COMPANY’S ABSOLUTE RESPONSIBILITY

The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to the Company and the Issue that is material in the context of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the BSE and the NSE. The Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated October 12, 2007 and October 18, 2007, respectively. For the purposes of the Issue, the BSE shall be the Designated Stock Exchange.

SOLE GLOBAL COORDINATOR

AND BOOK RUNNING LEAD

MANAGER

CO-BOOK RUNNING LEAD

MANAGER

REGISTRAR TO THE ISSUE

Deutsche Equities India Private Limited DB House Hazarimal Somani Marg Fort Mumbai – 400 001, India Tel: +91 22 6658 4600 Fax: +91 22 2200 6765 E-mail: irb.ipo@db.com Investor Grievance: db.redressal@db.com Contact Person: Mr. Pulkit Bhandari Website: www.db.com/india SEBI Registration Number: INM000010833

Kotak Mahindra Capital Company

Limited

3rd Floor, Bakhtawar 229 Nariman Point Mumbai - 400 021, India Tel: +91 22 6634 1100 Fax: +91 22 2284 0492 Email: irb.ipo@kotak.com Investor Grievance: kmccredressal@kotak.com Contact Person: Mr. Chandrakant Bhole Website: www.kotak.com SEBI Registration Number: INM000008704

Karvy Computershare Private

Limited Plot No. 17 to 24, Vittalrao Nagar Madhapur Hyderabad - 500 081, India Tel: + 91 40 2342 0815 Fax: + 91 40 2342 0814 E-mail: irbipo@karvy.com Contact Person: Mr. M. Murali Krishna Website: www.karvy.com SEBI Registration Number: INR000000221

BID/ISSUE PROGRAM

BID/ISSUE OPENS ON: JANUARY 31, 2008 BID/ISSUE CLOSES ON: FEBRUARY 05, 2008

TABLE OF CONTENTS

Page

SECTION I: GENERAL .........................................................................................................................i DEFINITIONS AND ABBREVIATIONS.................................................................................................i PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ............................................ix FORWARD-LOOKING STATEMENTS..................................................................................................x SECTION II: RISK FACTORS..............................................................................................................xi RISK FACTORS........................................................................................................................................xi SECTION III: INTRODUCTION ..........................................................................................................1 SUMMARY ...............................................................................................................................................1 THE ISSUE ................................................................................................................................................3 SUMMARY FINANCIAL INFORMATION ............................................................................................4 GENERAL INFORMATION.....................................................................................................................9 CAPITAL STRUCTURE...........................................................................................................................21 OBJECTS OF THE ISSUE ........................................................................................................................34 BASIS FOR THE ISSUE PRICE...............................................................................................................43 STATEMENT OF GENERAL TAX BENEFITS......................................................................................46 SECTION IV: ABOUT THE COMPANY.............................................................................................56 INDUSTRY OVERVIEW..........................................................................................................................56 BUSINESS .................................................................................................................................................67 REGULATIONS AND POLICIES ............................................................................................................98 HISTORY AND CERTAIN CORPORATE MATTERS...........................................................................104 OUR MANAGEMENT..............................................................................................................................144 OUR PROMOTERS AND PROMOTER GROUP COMPANIES ............................................................155 RELATED PARTY TRANSACTIONS.....................................................................................................169 DIVIDEND POLICY .................................................................................................................................170 SECTION V: FINANCIAL INFORMATION.......................................................................................171 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS PER CONSOLIDATED FINANCIAL STATEMENTS......................................346 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS AS PER UNCONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND CERTAIN SUBSIDIARIES .............................................................................................................369 SUMMARY OF SIGNIFICANT DIFFERENCES BETWEEN INDIAN GAAP AND U.S. GAAP........399 OUR INDEBTEDNESS.............................................................................................................................404 SECTION VI: LEGAL AND OTHER INFORMATION.....................................................................423 OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................423 GOVERNMENT AND OTHER APPROVALS ........................................................................................454 OTHER REGULATORY AND STATUTORY DISCLOSURES.............................................................463 SECTION VII: ISSUE INFORMATION...............................................................................................472 TERMS OF THE ISSUE............................................................................................................................472 ISSUE STRUCTURE.................................................................................................................................475 ISSUE PROCEDURE ................................................................................................................................480 SECTION VIII: MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ..........................506 SECTION IX: OTHER INFORMATION .............................................................................................544 MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION...................................................544 DECLARATION........................................................................................................................................546

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SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or requires, the following terms shall have the following meanings in this Red Herring Prospectus.

Company Related Terms

Term Description

The “Company” or the “Issuer” or “IRB”

IRB Infrastructure Developers Limited, a public limited company incorporated under the Companies Act and whose registered office is located at 3rd floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai – 400 072, Maharashtra, India.

“we” or “us” or “our” or “IRB Group”

IRB Infrastructure Developers Limited, together with its Subsidiaries, on a consolidated basis, as described in this Red Herring Prospectus.

Articles/ Articles of Association

The articles of association of the Company, as amended.

Auditors S.R. Batliboi & Co., Chartered Accountants.

Board of Directors/ Board The board of directors of the Company, as constituted from time to time, or a committee thereof.

Directors The directors on the Board of the Company, as appointed from time to time.

Equity Shares Equity shares of the Company with a face value of Rs. 10 each.

IDBI Industrial Development Bank of India.

Land Reserves The aggregate land area comprising all those pieces and parcels of land in respect of which Aryan is the registered title holder.

Memorandum/ Memorandum of Association

The memorandum of association of the Company, as amended.

Order Book Unbilled revenue from the uncompleted portions of our “existing contracts”, i.e., the total contract value of the “existing contracts” secured by the IRB Group as reduced by the value of construction work billed until the date of such Order Book. For purposes of our Order Book, we define “existing contracts” as (i) construction contracts, including EPC contracts and (ii) operation and maintenance contracts, whether relating to funded construction projects or part of a BOT project, that have been awarded to us and for which all pre-conditions to entry into force have been met.

Promoters Mr. Virendra D. Mhaiskar, Mrs. Deepali V. Mhaiskar and Virendra D. Mhaiskar (HUF).

Promoter Group or Promoter Group Companies

The individuals, companies, or other entities specified in the section “Our Promoters and Promoter Group Companies” beginning on page 155 of this Red Herring Prospectus.

Registered Office The registered office of the Company, which is located at 3rd Floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai – 400 072, Maharashtra, India.

Subsidiaries The subsidiaries of the Company comprising : 1. Ideal Road Builders Private Limited (“IRBPL”) 2. Modern Road Makers Private Limited (“MRM”) 3. Mhaiskar Infrastructure Private Limited (“MIPL”) 4. Thane Ghodbunder Toll Road Private Limited (“TGTRPL”) 5. Aryan Toll Road Private Limited (“ATRPL”) 6. IDAA Infrastructure Private Limited (“IDAA”) 7. NKT Road & Toll Private Limited (“NKT”) 8. IRB Infrastructure Private Limited (“IRB Infra”) 9. MMK Toll Road Private Limited (“MMK”)

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Term Description

10. ATR Infrastructure Private Limited (“ATR Infra”) 11. Aryan Infrastructure Investments Private Limited (“Aryan”)

Issue Related Terms

Term Description

Allot/ allot/ Allotment/ allotment/ Allotted/ allotted/ Allocated/ allocated/ Allocation/ allocation

The issue/allotment of Equity Shares pursuant to the Issue.

Allottee A successful Bidder to whom Equity Shares are Allotted.

Banker(s) to the Issue Deutsche Bank AG, Fort branch, Kotak Mahindra Bank Limited, Nariman Point branch, Standard Chartered Bank, Fort branch and HDFC Bank Limited, Fort branch, which are registered with the SEBI as bankers to an issue.

Bid An indication to make an offer during the Bidding Period by a prospective investor to subscribe for or purchase the Equity Shares at a price within the Price Band, including all revisions and modifications thereto.

Bid Amount The highest value of the optional Bids indicated in the Bid-cum-Application Form and payable by the Bidder in respect of the Bid.

Bid-cum-Application Form The form in terms of which the Bidder shall make an offer to subscribe for or purchase the Equity Shares and which will be considered as the application for Allotment pursuant to the terms of the Red Herring Prospectus.

Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring Prospectus and the Bid-cum-Application Form.

Bidding Period The period between the Bid/Issue Opening Date and the Bid/Issue Closing Date (inclusive of both days) and during which prospective Bidders can submit their Bid(s) including any revisions thereof.

Bid/Issue Closing Date The date after which the members of the Syndicate will not accept any Bids for the Issue and which shall be notified in a widely circulated English national newspaper, a widely circulated Hindi national newspaper and a widely circulated Marathi newspaper.

Bid/Issue Opening Date The date on which the members of the Syndicate shall start accepting Bids for the Issue and which shall be notified in a widely circulated English national newspaper, a widely circulated Hindi national newspaper and a widely circulated Marathi newspaper.

Book Building Process The book building process as described in Chapter XI of the SEBI Guidelines, in terms of which the Issue is being made.

BRLM/ Sole Global Coordinator and Book Running Lead Manager

Deutsche Equities India Private Limited.

BSE The Bombay Stock Exchange Limited.

CAN/ Confirmation of Allocation Note

The note or advice or intimation of allocation of Equity Shares sent to the Bidders who have been allocated Equity Shares after discovery of the Issue Price in accordance with the Book Building Process.

Cap Price The higher end of the Price Band and the maximum price at which the Issue Price will be finalised and above which no Bids will be accepted.

CDSL The Central Depository Services (India) Limited.

CBRLM/ Co-Book Running Lead Manager

Kotak Mahindra Capital Company Limited.

Companies Act The Companies Act, 1956, as amended.

Cut-off Price Any price within the Price Band finalised by the Company in consultation with the BRLM and the CBRLM. A Bid submitted at the

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Term Description

Cut-off Price by a Retail Individual Bidder or an Eligible Employee for a Bid Amount not exceeding Rs. 100,000 is a valid Bid. Only Retail Individual Bidders and Eligible Employees are entitled to Bid at the Cut-off Price for a Bid Amount not exceeding Rs. 100,000. QIBs, Non-Institutional Bidders and Eligible Employees whose Bid amount is in excess of Rs. 100,000 are not entitled to Bid at the Cut-off Price.

Debenture Subscription Agreement

A debenture subscription agreement dated March 19, 2007 between Deutsche Bank AG, Hong Kong Branch, Jade Dragon (Mauritius) Limited, CPI Ballpark Investments Limited (collectively the “Investors”), Mr. Virendra D. Mhaiskar, Mrs. Deepali V. Mhaiskar and the Company.

DEIPL Deutsche Equities India Private Limited.

Depositories NSDL and CDSL.

Depositories Act The Depositories Act, 1996, as amended.

Depository A depository registered with SEBI under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996, as amended.

Depository Participant/DP A depository participant as defined under the Depositories Act.

Designated Date The date on which the Escrow Collection Banks transfer the funds from the Escrow Account of the Company to the Public Issue Account after the Prospectus is filed with the RoC, following which the Board may approve the Allotment of Equity Shares to successful Bidders.

Designated Stock Exchange The BSE.

Draft Red Herring Prospectus

The Draft Red Herring Prospectus dated September 28, as filed with SEBI, which did not have, inter alia, complete particulars of the price at which the Equity Shares are offered and the size (in terms of value) of the Issue.

ECS Electronic Clearing System.

Eligible NRI NRIs from such jurisdictions outside India where it is not unlawful to make an offer or invitation under the Issue and in relation to whom the Red Herring Prospectus constitutes an invitation to subscribe for or purchase the Equity Shares offered thereby.

Employee or Eligible Employee (in the context of Employee Reservation Portion)

Subject to the next paragraph, all or any of the following: (a) A permanent employee of the Company; (b) A Director of the Company, whether a whole time Director, part time Director or otherwise; or (c) An employee as defined in sub-clauses (a) and (b) above of a Subsidiary. An Employee or Eligible Employee, as used in the context of the Employee Reservation Portion, means an Indian National (as defined herein) that is a person resident in India (as defined under FEMA), and excludes any Promoter or member of the Promoter Group. The Eligible Employee should be on the payroll of the Company or any Subsidiary on the date of filing the Red Herring Prospectus with the RoC. Employee(s) or Eligible Employee(s) may also be referred to as “Bidder(s) in the Employee Reservation Portion” in this Red Herring Prospectus.

Employee Reservation Portion

The portion of the Issue being up to 125,000 Equity Shares available for allocation to the Employees.

Escrow Account An account opened with the Escrow Collection Bank(s) and in whose favour the Bidder will issue cheques or drafts in respect of the Bid Amount.

Escrow Agreement An agreement to be entered into among the Company, the Registrar, the

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Term Description

Escrow Collection Bank(s), the BRLM, the CBRLM and the Syndicate Members for collection of the Bid Amounts and for remitting refunds, if any to the Bidders.

Escrow Collection Bank(s) The banks that are clearing member and registered with SEBI as bankers to the issue with whom the Escrow Account will be opened, and in this Issue comprising of Deutsche Bank AG, Kotak Mahindra Bank, Standard Chartered Bank and HDFC Bank.

FCNR Account Foreign Currency Non Resident Account.

FEMA The Foreign Exchange Management Act, 1999, as amended and the regulations framed thereunder.

FII Foreign Institutional Investors, as defined under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995, as amended and registered with SEBI.

FIPB Foreign Investment Promotion Board.

First Bidder The Bidder whose name appears first in the Bid-cum-Application Form or Revision Form.

Fiscal/fiscal/Financial Year/financial year/FY

A period of twelve months ended March 31 of that particular year, unless otherwise stated.

Fitch Fitch Ratings India Private Limited.

Floor Price The lower end of the Price Band and the minimum price at which the Issue Price will be finalised and below which no Bids will be accepted.

GIR Number General Index Register Number.

Indian GAAP Generally accepted accounting principles in India.

Indian National As used in the context of the Employee Reservation Portion, a citizen of India as defined under the Indian Citizenship Act, 1955, as amended, who is not an NRI.

Industrial Policy The policy and guidelines relating to industrial activity in India issued by the Ministry of Commerce and Industry, Government of India, as updated, modified or amended from time to time.

Issue The public issue of 51,057,666 Equity Shares comprising the Net Issue and the Employee Reservation Portion.

Issue Price The final price at which Equity Shares will be Allotted in the Issue, as determined by the Company, in consultation with the BRLM and the CBRLM on the Pricing Date.

Investors Deutsche Bank AG, Hong Kong Branch, Jade Dragon (Mauritius) Limited, CPI Ballpark Investments Limited.

Investment Documentation The Debenture Subscription Agreement and the Investor Rights Agreement.

Investor Rights Agreement An investor rights agreement dated March 19, 2007 between Deutsche Bank AG, Hong Kong Branch, Jade Dragon (Mauritius) Limited, CPI Ballpark Investments Limited, the Company, Mr. Virendra D. Mhaiskar and Mrs. Deepali V. Mhaiskar.

KMCC Kotak Mahindra Capital Company Limited.

Margin Amount The amount paid by the Bidder at the time of submission of the Bid, which may be between 10% and 100% of the Bid Amount, as applicable.

MICR Magnetic Ink Character Recognition.

Monitoring Agency SICOM Limited.

Letter of Variation A letter of variation executed on September 27, 2007 between Deutsche Bank AG, Hong Kong Branch, Jade Dragon (Mauritius) Limited, CPI Ballpark Investments Limited, Mr. Virendra D. Mhaiskar (in his individual capacity and as the Karta of Virendra D. Mhaiskar (HUF), Mrs. Deepali Mhaiskar and the Company.

Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended.

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Term Description

Mutual Fund Portion 5% of the QIB Portion, equal to a minimum of 1,527,980 Equity Shares, available for allocation to Mutual Funds from the QIB Portion.

Net Issue The Issue less the Equity Shares included in the Employee Reservation Portion.

Non-Institutional Bidders All Bidders that are not Qualified Institutional Buyers or Retail Individual Bidders and have bid for an amount greater than Rs. 100,000.

Non-Institutional Portion The portion of the Issue being not less than 10% of the Net Issue consisting of 5,093,266 Equity Shares, available for allocation to Non-Institutional Bidders, subject to valid Bids being received at or above the Issue Price.

Non-Residents/NRs All eligible Bidders that are persons resident outside India, as defined under FEMA, including Eligible NRIs and FIIs.

NRI/Non-Resident Indian A person resident outside India, as defined under FEMA and who is a citizen of India or a person of Indian origin as such terms are defined under the Foreign Exchange Management (Deposit) Regulations, 2000, as amended.

NSDL The National Securities Depository Limited.

NSE The National Stock Exchange of India Limited.

OCB/ Overseas Corporate Body

A company, partnership, society or other corporate body owned directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and immediately before such date had taken benefits under the general permission granted to OCBs under FEMA. OCBs are not permitted to invest in this Issue.

Pay-in Date The Bid/ Issue Closing Date with respect to the Bidders whose Margin Amount is 100% of the Bid Amount or the last date specified in the CAN with respect to the Bidders whose Margin Amount is less than 100% of the Bid Amount.

Pay-in Period (i) With respect to Bidders whose Margin Amount is 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the Bid/Issue Closing Date; and

(ii) With respect to Bidders whose Margin Amount is less than 100% of the Bid Amount, the period commencing on the Bid/Issue Opening Date and extending until the closure of the Pay-in Date specified in the CAN.

Price Band The price band with a minimum price (Floor Price) of Rs. 185 per

Equity Share and a maximum price (Cap Price) of Rs. 220 per Equity

Share, including any revision to such Floor Price or Cap Price as

permitted under the SEBI Guidelines. Pricing Date The date on which the Issue Price is finalised by the Company in

consultation with the BRLM and the CBRLM.

Prospectus The prospectus filed with the RoC after the Pricing Date containing, inter alia, the Issue Price, the size of the Issue and certain other information.

Public Issue Account The account opened with the Bankers to the Issue to receive money from the Escrow Account on the Designated Date.

QIBs or Qualified Institutional Buyers

As defined under the SEBI Guidelines and includes public financial institutions as defined in Section 4A of the Companies Act, FIIs, scheduled commercial banks, mutual funds, multilateral and bilateral development financial institutions, VCFs, state industrial development corporations, insurance companies registered with the Insurance Regulatory and Development Authority, provident funds with a minimum corpus of Rs. 25 crore and pension funds with a minimum

vi

Term Description

corpus of Rs. 25 crore.

QIB Margin Amount An amount representing at least 10% of the Bid Amount that QIBs are required to pay at the time of submitting a Bid.

QIB Portion The portion of the Net Issue being at least 60% of the Net Issue consisting of 30,559,600 Equity Shares, to be allotted to QIBs on a proportionate basis.

Refund Account The account opened with (an) Escrow Collection Bank(s) from which refunds, if any, of the whole or part of the Bid Amount shall be made.

Registrar/Registrar to the Issue

Karvy Computershare Private Limited, having its registered office as indicated on the cover page.

Retail Individual Bidders Bidders (including HUFs) who have bid for Equity Shares of an amount less than or equal to Rs. 100,000.

Retail Portion The portion of the Net Issue being not less than 30% of the Net Issue consisting of 15,279,800 Equity Shares, available for allocation to Retail Individual Bidders, subject to valid Bids being received at or above the Issue Price.

Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid price in any of their Bid-cum-Application Forms or any previous Revision Form(s).

RHP or Red Herring Prospectus

This Red Herring Prospectus issued in accordance with Section 60B of the Companies Act, which will not have complete particulars of the price at which the Equity Shares are offered and the size of the Issue. The Red Herring Prospectus will be filed with the RoC at least three days before the Bid/Issue Opening Date and will become the Prospectus after filing with the RoC after the Pricing Date.

RoC The Registrar of Companies, Maharashtra, located at Mumbai.

RTGS Real Time Gross Settlement.

SCRA The Securities Contracts (Regulation) Act, 1956, as amended.

SCRR The Securities Contracts (Regulation) Rules, 1957, as amended.

SEBI The Securities and Exchange Board of India, constituted under the SEBI Act.

SEBI Act The Securities and Exchange Board of India Act, 1992, as amended.

SEBI Guidelines The Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000, as amended.

Securities Act The U.S. Securities Act of 1933, as amended.

Stock Exchanges The BSE and the NSE.

Syndicate Agreement The agreement to be entered into among the Company and the members of the Syndicate, in relation to the collection of Bids in this Issue.

Syndicate Members DEIPL and Kotak Securities Limited.

Syndicate or members of the Syndicate

The BRLM, the CBRLM and the Syndicate Members.

Takeover Code The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, as amended.

TRS or Transaction Registration Slip

The slip or document issued by any of the members of the Syndicate to a Bidder as proof of registration of the Bid.

Underwriters The BRLM, the CBRLM and the Syndicate Members.

Underwriting Agreement The agreement to be entered into among the Underwriters and the Company on or after the Pricing Date.

U.S. GAAP Generally accepted accounting principles in the United States of America.

VCFs Venture Capital Funds as defined under the Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as amended and registered with SEBI.

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Industry Related Terms

Term Description

BOQ Bill of Quantities.

BOOT Build Own Operate Transfer.

BOT Build Operate Transfer.

COD Commercial Operations Date.

DBFO Design Build Finance and Operate.

EPC Engineering, Procurement and Construction.

FEED Front End Engineering and Design.

Km/km Kilometre.

MSRDC The Maharashtra State Road Development Corporation Limited.

MPEW Mumbai-Pune Expressway.

MW Mega Watt.

NHAI The National Highways Authority of India.

NHDP National Highway Development Program.

NH National Highway.

NSEW North South East West.

O&M Operation and Maintenance.

PMGSY Pradhan Mantri Grameen Sadak Yojana.

RFP Request for Proposal.

SARDP-NE Special Accelerated Road Development Programme – North East.

SPV Special purpose vehicle.

RFQ Request for Qualification.

Other Abbreviations/Terms

Abbreviation Full Form

AGM Annual General Meeting.

Air Act Air (Prevention and Control of Pollution) Act, 1981, as amended.

Arbitration Act The Arbitration and Conciliation Act, 1996, as amended.

AS Accounting Standards as issued by the Institute of Chartered Accountants of India.

CAGR Compound Annual Growth Rate.

DIPP The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India.

EBITDA Earnings Before Interest, Tax, Depreciation and Amortisation.

EGM Extraordinary General Meeting.

EPS Earnings Per Share.

ESI Employee’s State Insurance.

ESIC Employee’s State Insurance Corporation.

ESOP Employee Stock Option Plan.

FCNR Account Foreign Currency Non-Resident Account.

FDI Foreign Direct Investment, as understood under applicable laws and regulations in India.

FIPB The Foreign Investment Promotion Board, Government of India.

GDP Gross Domestic Product.

GoI/Government of India/ Government

The Government of India.

HUF Hindu Undivided Family.

IPO Initial Public Offering.

IRDA The Insurance Regulatory and Development Authority constituted under the Insurance Regulatory and Development Authority Act, 1999,

viii

Abbreviation Full Form

as amended.

I.T Information Technology.

I.T. Act The Income Tax Act, 1961, as amended.

ITES Information Technology Enabled Services.

LIBOR London Interbank Offered Rate.

N.A. Not Applicable.

NAV Net Asset Value.

NRE Account Non-Resident External Account.

NRO Account Non-Resident Ordinary Account.

P.A./ p.a. Per annum.

PAN Permanent Account Number.

P/E Ratio Price/Earnings Ratio.

PLR Prime Lending Rate.

RBI The Reserve Bank of India.

RoNW Return on Net Worth.

Rs./ Rupees Indian Rupees.

SICA The Sick Industrial Companies (Special Provisions) Act, 1985, as amended.

U.S., US or USA The United States of America, together with its territories and possessions.

Water Act The Water (Prevention and Control of Pollution) Act, 1974, as amended.

ix

PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Financial Data

Unless indicated otherwise, the financial data in this Red Herring Prospectus is derived from our restated financial statements prepared in accordance with generally accepted accounting principles followed in India (“Indian GAAP”) and the Companies Act and restated in accordance with the SEBI Guidelines. Our fiscal year commences on April 1 and ends on March 31, so all references to a particular fiscal year are to the 12 month period ended March 31 of that year. In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding off.

There are significant differences between Indian GAAP and generally accepted accounting principles in the United States

(“U.S. GAAP”); accordingly, the degree to which the Indian GAAP financial statements included in this Red Herring

Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian

accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines. Any reliance by persons not familiar with

Indian accounting practices, Indian GAAP, the Companies Act and the SEBI Guidelines on the financial disclosures

presented in this Red Herring Prospectus should accordingly be limited. The Company has not attempted to quantify the

differences between Indian GAAP and U.S. GAAP or their impact on the financial data included herein, and you should

consult your own advisors regarding such differences and their impact on our financial data. For more information on these

differences, see the section “Summary of Significant Differences between Indian GAAP and U.S. GAAP” beginning on

page 399 of this Red Herring Prospectus. Certain Conventions

All references to “Rupees” or “Rs.” are to Indian Rupees, the official currency of the Republic of India. All references to “US$” or “U.S. Dollars” are to United States Dollars, the official currency of the United States of America.

Currency of Presentation

The following table sets forth, for each period indicated, information concerning the number of Rupees for which one U.S. Dollar could be exchanged at the noon buying rate in the City of New York on the last business day of the applicable period for cable transfers in Rupees as certified for customs purposes by the Federal Reserve Bank of New York. The row titled “Average” in the table below is the average of the daily noon buying rate for each day in the period. Similarly, the rows titled “low” and “high” give the lowest and highest noon buying rates during the period.

Fiscal 2007 Fiscal 2006 Fiscal 2005

Period End 43.10 44.48 43.62

Average 45.12 44.17 44.86

Low 42.78 43.05 43.27

High 46.83 46.26 46.45

On September 23, 2007, the noon buying rate was Rs. 39.65 per U.S. Dollar. Translations of U.S. Dollar amounts into Indian Rupees have been presented solely to comply with Clause 6.9.7.1 of the SEBI Guidelines. These translations should not be construed as a representation that such U.S Dollar amount could have been, or could be, converted into Indian Rupees at any particular rate or at all. Industry and Market Data

Unless stated otherwise, industry data used in this Red Herring Prospectus has been obtained from industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that their accuracy and completeness are not guaranteed and their reliability cannot be assured. Although the Company believes that the industry data used in this Red Herring Prospectus is reliable, it has not been verified by any independent source. Further, the extent to which the market data presented in this Red Herring Prospectus is meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources.

x

FORWARD-LOOKING STATEMENTS

This Red Herring Prospectus contains certain “forward-looking statements”. These forward looking statements can generally be identified by words or phrases such as “will”, “aim”, “will likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “potential”, “plan”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “may”, “project”, “should”, “will pursue” and similar expressions or variations of such expressions. Similarly, statements that describe our objectives, strategies, plans or goals are also forward-looking statements. These forward looking statements are based on our current plans and expectations and are subject to a number of uncertainties and risks that could significantly affect our current plans and expectations, and our future financial condition and results of operations. Factors that could cause actual results to differ materially from our expectations, include, but are not limited to:

• Substantial reliance on Government-owned and Government-controlled entities for revenue;

• General economic and business conditions in India in general and the construction and infrastructure industries in particular;

• The ability to successfully implement our strategy and our growth and expansion plans;

• Changes in political conditions in India;

• Changes in laws and regulations that apply to our customers, suppliers, and the infrastructure development and construction industries;

• Changes in the value of the Rupee and other currency changes; and

• Increasing competition in and the conditions of our customers and suppliers.

For a further discussion of factors that could cause our actual results or performance to differ, see the sections “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages xi, 67 and 346, respectively, of this Red Herring Prospectus. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated. Forward looking statements speak only as of the date of this Red Herring Prospectus. Neither the Company, its Directors and officers, the Underwriters, nor any of their respective affiliates or associates has any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with SEBI requirements, the Company, the BRLM and the CBRLM will ensure that investors in India are informed of material developments until such time as the commencement of the final listing and trading on the Stock Exchanges of the Equity Shares Allotted pursuant to the Issue.

xi

SECTION II: RISK FACTORS

RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should consider all of the information in this Red Herring Prospectus, including the risk and uncertainties described below and the sections "Business" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on pages 67 and 346, respectively, of this Red Herring Prospectus before making an investment in our Equity Shares. If any of the following risks or uncertainties actually occur, our business, prospects, financial condition and results of operations could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your investment.

This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus.

In this section, a reference to the “Company” means IRB Infrastructure Developers Limited. Unless the context otherwise requires, references to the “IRB Group”, “we”, “us”, or “our” refers to IRB Infrastructure Developers Limited and its Subsidiaries. In this section, a reference to “Project SPV” means any of Ideal Road Builders Private Limited, ATR Infrastructure Private Limited, Aryan Toll Road Private Limited, MMK Toll Road Private Limited, Mhaiskar Infrastructure Private Limited, Thane Ghodbunder Toll Road Private Limited, IDAA Infrastructure Private Limited, NKT Road & Toll Private Limited and IRB Infrastructure Private Limited, as applicable, through which we conduct our infrastructure development business.

Internal Risk Factors

Risks Related to the Company

1. The audit reports relating to the consolidated and unconsolidated financial statements of the Company and the

financial statements of certain of our Subsidiaries contain qualifications.

The audit reports relating to the consolidated and unconsolidated financial statements of the Company and the financial statements of certain of our Subsidiaries contain certain qualifications. The auditors’ report on the restated consolidated financial statements of the IRB Group included in this Red Herring Prospectus states that all qualifications in the auditors’ reports relating to the audited consolidated and unconsolidated financial statements of the Company and the audited financial statements of the relevant Subsidiaries that require any adjustments to the restated consolidated financial statements included in this Red Herring Prospectus have been adjusted, except for the effect of non-compliance with Section 295 of the Companies Act with respect to loans given by IRBPL and MIPL to certain directors and Promoter Group entities and non-compliance with Section 297 of the Companies Act with respect to certain contracts entered into by IRBPL and MIPL with other entities in the IRB Group and certain Promoter Group entities (in which directors of IRBPL and MIPL had an interest), the impact of which cannot be ascertained.

Non-compliance with Section 295 of Companies Act

Under Section 295 of the Companies Act, private companies that are subsidiaries of public companies are required to obtain prior approval of the Government of India for loans granted to directors and entities in which such directors are interested. Since the Company became a public limited company with effect from November 25, 2006, the requirements of Section 295 became applicable to IRBPL and MIPL with effect from November 25, 2006. Subsequent to November 25, 2006, certain loans were extended by IRBPL and MIPL to their respective directors and to certain Promoter Group entities, aggregating to Rs. 23.19 crores. Failure to obtain such approval could result in fines up to Rs. 50,000 for IRBPL and MIPL and/or simple imprisonment of up to six months for every person who is knowingly a party to the contravention of the provisions of Section 295 of the Companies Act, including any person to whom such loan is made. In addition, any director involved in such contravention may be required to vacate office under Section 283(1)(h) of the Companies Act. For further information on such qualification, see Note 3A to Annexure IV (Notes to Accounts) relating to the restated consolidated financial statements of the IRB Group included in “Financial Information” beginning on page 171 of this Red Herring Prospectus. The tables below provide certain information with respect to these loans extended by IRBPL and MIPL.

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Loans extended by IRBPL:

Person/entity to which loan granted by

IRBPL Aggregate loan amount granted subsequent

to November 25, 2006 (and interest thereon

and on other outstanding loans) to such

person/ entity

Outstanding loan amounts (inclusive of

interest thereon) as of August 31, 2007

(Rupees in crores) Aryan Constructions 2.34 8.12

D. S. Enterprises 2.07 9.38

Jan Transport 7.28 9.77

MEP Toll Road Private Limited 3.05 2.51

Mhaiskar Udyog 0.40 5.46

Mr. Dattatraya P. Mhaiskar 0.78 6.57

Total 15.92 41.81

Loans extended by MIPL:

Person/entity to which loan granted by

MIPL Aggregate loan amount granted subsequent

to November 25, 2006 (and interest thereon

and on other outstanding loans) to such

person/ entity

Outstanding loan amounts (inclusive of

interest thereon) as of August 31, 2007

(Rupees in crores) Company 3.37 3.37

Anuya Enterprises 1.21 1.21

Rideema Enterprises 1.21 1.21

D. P. Mhaiskar 1.44 1.44

Mr. Virendra D. Mhaiskar 0.03 0.03

S. D. Mhaiskar 0.005 0.005

Total 7.27 7.27

Non-compliance with Section 297 of Companies Act

With respect to certain agreements entered into by IRBPL and MIPL with other entities in the IRB Group and certain Promoter Group entities (in which directors of IRBPL and MIPL had an interest), the requirements of Section 297 of the Companies Act, which requires the approval of the board of directors of the relevant entities and the prior approval of the Government of India, were not complied with. Failure to obtain such approval may result in a fine of Rs. 5 thousand for each instance of such failure as well as a fine of Rs. 500 for every day during which such contravention continues. However, such offence is compoundable by the Government of India. For further information on such qualification, see Note 3B to Annexure IV (Notes to Accounts) relating to the restated consolidated financial statements of the IRB Group included in “Financial Information” beginning on page 171 of this Red Herring Prospectus. The following tables provide certain information with respect to the agreements with respect to which the requirements of Section 297 were not complied with.

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Agreements entered into by IRBPL:

Agreements entered into by MIPL:

Sr.

No.

Principal

Contractor

Contractor Nature of Contract Duration Total amount Status

1 MIPL IRBPL Operation and maintenance contract (including toll

collection)

15 years (August 10, 2004 to

August 9, 2019)

Toll collection: Rs. 50.86 crores

Toll collection charges: Rs. 2.13 crores

Toll contract discontinued on August 31, 2006

Internal audit systems

The auditors’ reports also included, as an annexure, a statement on certain matters specified in the Companies (Auditor’s

Sr.

No.

Principal

Contractor

Contractor Nature of Contract Duration Total amount Status

1 MIPL IRBPL Operation and maintenance contract (including toll

collection)

15 years (August 10,

2004 to August 9, 2019)

Toll collection paid (Reimbursement) : Rs. 50.86

crores

Toll collection charges received: Rs. 2.13 crores

Toll contract discontinued on August 31, 2006

2 IRBPL Dattakrupa Enterprises

Tolling contractor 15 years (August 10,

2004 to August 10, 2019)

Toll collection received (Reimbursement) : Rs. 50.86

crores Toll collection charges paid Rs.

2.10 crores

Discontinued on August 31, 2006

3 TGTRPL IRBPL Operation and maintenance contract (including toll

collection)

15 years (December 23,

2005 to December 22,

2020)

Toll collection paid (Reimbursement) : Rs. 8.62

crores

Toll collection charges received : Rs. 0.76 crores

Discontinued on September 30,

2006

4 IRBPL Rideema Toll Private Limited

Tolling contractor April 1, 2006 to February 2,

2007

Toll collection received (Reimbursement) : Rs. 8.62

crore Toll collection charges paid

Rs. 0.70 crores

Discontinued on August 31, 2006

5 A.J. Toll Private Limited

IRBPL Tolling contractor (Durgadi)

April 1, 2006 to January 17, 2007 for toll

collection

Toll collection paid (Reimbursement) :Rs. 3.05

crores

Discontinued on September 30,

2006

6 MEP Toll Road Private

Limited

IRBPL Toll collection at five entry points of Mumbai city

April 1, 2006 to March 31, 2007

Toll collection paid (Reimbursement) : Rs. 63.36

crores

Discontinued on September 30,

2006

7 IRBPL Jan Transport Toll collection at five entry points of Mumbai city

April 1, 2006 to March 31, 2007

Toll collection received (Reimbursement) : Rs. 67.79

crores

Discontinued on September 30,

2006

8 IRBPL Rideema Toll Private Limited

Toll collection at Chaltan April 1, 2006 to February 28,

2007

Toll collection received (Reimbursement) : Rs. 33.31

crores

Contract expired

9 IRBPL Rideema Enterprises

Toll collection at Vadodara - Bharuch NH 8

April 1, 2006 to July 31, 2006

Toll collection received (Reimbursement) : Rs. 14.68

crores

Contract expired

10 IRBPL Rideema Enterprises

Toll collection at Manor Shirsat

February. 22, 2005 to July 31,

2006

Toll collection paid Rs. 0.21 crores

Contract expired

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Report) Order, 2003, wherein qualifications have been made indicating that the Company and its subsidiary IRBPL did not have an internal audit system and that the internal audit systems of its subsidiary MIPL was inadequate.

Suresh Surana & Associates, Chartered Accountants, have subsequently been appointed as the internal auditors of the Company and its Subsidiaries in October 2007.

Delay in payment of statutory dues

The auditors’ reports also included, as an annexure, a statement on certain matters specified in the Companies (Auditor’s Report) Order, 2003, wherein qualifications have been made in relation to IRBPL’s and MIPL’s delay in payment of certain statutory dues in fiscal 2007, including provident fund, employees’ state insurance, professional tax, fringe benefit tax and income-tax deductions at source, aggregating to Rs. 1.74 crores for IRBPL and Rs. 0.42 crores for MIPL. These delayed payments attracted payment of certain interest aggregating to Rs. 0.18 crores which have been paid by IRBPL and MIPL. The following table provides certain information with respect to the delays in the payment of statutory dues by IRBPL and MIPL:

Particulars of Delayed Payments Amount (Rupees in crores)

Delayed Payments by IRBPL

Provident fund 0.01

Professional tax 0.01

Fringe benefit tax 0.03

Income tax deducted at source 1.69

Delayed Payments by MIPL

Income tax deducted at source 0.42

Delay in repayment of certain loans

The auditors’ reports also included, as an annexure, a statement on certain matters specified in the Companies (Auditor’s Report) Order, 2003, wherein qualifications have been made with respect to IRBPL’s delay in repaying certain loans due to HDFC in fiscal 2007 aggregating Rs. 13.12 crores. Such delayed payments resulted from delays in the transfer of funds to the designated account for loan repayments. IRBPL paid additional interest aggregating to Rs. 0.10 crores to HDFC in connection with such delayed payments. The following table provides certain information with respect to such delayed payments:

For the Month

Instalment Amount

(Rupees in crores)

Due on Paid on No. of Days

delayed

Additional Interest Paid

(Rupees in crores)

April 2006 1.35 April 30, 2006 May 16, 2006 15 0.01

May 2006 1.35 May 31, 2006 June 12, 2006 11 0.01

June 2006 1.33 June 30, 2006 July 17, 2006 16 0.01

July 2006 1.33 July 31, 2006 August 10, 2006 9 0.01

August 2006 1.33 August 31, 2006 September 20, 2006 19 0.02

September 2006 1.31 September 30, 2006 October 17, 2006 16 0.01

October 2006 1.31 October 31, 2006 November 11, 2006 13 0.01

November 2006 1.30 November 30, 2006 December 13, 2006 12 0.01

February 2007 1.25 February 28, 2007 March 2, 2007 1 -

March 2007 1.26 March 31, 2007 April 9, 2007 8 0.01

Total 13.12 0.10

2. The Company has, in the past, allotted its Equity Shares to certain of its subsidiaries in contravention of the

Companies Act and may be subject to penalties imposed by the RoC.

On November 17, 2006, the Company allotted an aggregate of 300 Equity Shares of Rs. 100 each, in contravention of Section 42 of the Companies Act, to three of its subsidiaries, ATRPL, ATR Infra and MRM. On September 7, 2007, the Company cancelled this allotment of Equity Shares to such subsidiaries pursuant to a Board resolution. The Company has intimated the RoC, pursuant to a letter dated September 25, 2007, of its allotment of Equity Shares in contravention of

xv

Section 42 of the Companies Act and the subsequent cancellation of these Equity Shares. We cannot assure you that the RoC will not impose penalties on the Company in this regard. Further, we cannot assure you that we will not, in the future, be subject to any penalties or other sanctions by the RoC or other administrative or regulatory authorities in respect of our corporate actions that may not be compliant with applicable law. The RoC has not yet provided any response to our letter dated September 25, 2007. Other than as described herein, no Equity Shares of the Company were issued to or held by any of the other Subsidiaries of the Company in contravention of Section 42 of the Companies Act.

3. There are legal and regulatory proceedings that have been initiated against us in connection with our business.

We are party to various legal and regulatory proceedings in the ordinary course of our business. These proceedings are pending at different levels of adjudication before various courts, tribunals, enquiry officers, and appellate tribunals. Although we intend to defend or appeal these proceedings, we may be required to devote management and financial resources to such actions. Any adverse decision may have a significant effect on our business and results of operations. Significant proceedings include the following:

Stamp duty claims

On September 16, 2005 an order was passed by the Deputy Inspector General of Registration, Deputy Collector of Stamps and Collector of Stamps, Mumbai, State of Maharashtra against MIPL and IRBPL demanding payment of Rs. 27.54 crores as stamp duty. In addition to the deficit stamp duty, MIPL has also been ordered to pay a penalty of 2% per month on the deficient stamp duty payable under the Bombay Stamp Act, 1959. MIPL had contested the order dated September 16, 2005 and had filed an appeal with the Inspector General of Registration and Controller of Stamps, State of Maharashtra. An order dated October 11, 2007 has been passed by the Chief Controlling Revenue Authority in the said appeal whereby the order dated September 16, 2006 passed by the Deputy Inspector General of Registration, Deputy Collector of Stamps and Collector of Stamps, Mumbai, Maharashtra, India has been upheld and the appeal has been dismissed. MIPL has filed a writ petition in the Bombay High Court for quashing the order dated October 11, 2007 of the Chief Controlling Revenue Authority. The Hon’ble High court was pleased to set aside the said order dated October 11, 2007 and further directed Inspector General of Registration and Deputy Collector of Stamps for a fresh hearing. For further details, see the section “Outstanding Litigation and Material Developments” beginning on page 423 of this Red Herring Prospectus.

Claim under toll agency arrangements

In a separate matter, the NHAI has served us with a show cause notice dated December 12, 2006 for the shortfall of toll fees aggregating to approximately Rs. 17.44 crores. The shortfall dispute relates to a toll agency contract for the collection of toll fees between IRBPL and the NHAI pursuant to which IRBPL was responsible for the collection of toll fees at the Manglej and Chalthan Toll Plaza. We have disputed this claim and this matter has been referred to arbitration. For further details, see the section “Outstanding Litigation and Material Developments” beginning on page 423 of this Red Herring Prospectus.

The table below summarises outstanding litigation as of the date of this Red Herring Prospectus with respect to the Company, its Subsidiaries, its directors, its Promoters and Promoter Group entities: Category Company Subsidiaries Directors Promoters Promoter Group entities Civil proceedings Nil 16 proceedings, aggregate amount under

consideration (for proceedings that may be quantified): Rs. 53.39 crores

Nil Nil Nil

Tax proceedings Nil Six proceedings, aggregate amount under consideration (for proceedings that may be quantified): Rs. 4.86 crores

Nil Nil Nil

Labour cases Nil One proceeding, aggregate amount under consideration (for proceedings that may be quantified): Rs. 0.02 crores

Nil Nil Nil

For further details on legal and regulatory proceedings, see the section “Outstanding Litigation and Material Developments” beginning on page 423 of this Red Herring Prospectus.

xvi

4. The restated consolidated financial statements of the IRB Group for fiscal 2007 do not reflect a full year of

results of operations at the consolidated level. The restated consolidated financial statements of the IRB Group

for fiscal 2007 and as of and for the five months ended August 31, 2007 included in this Red Herring

Prospectus do not reflect any restructuring in the IRB Group subsequent to March 31, 2007 and August 31,

2007, respectively.

The IRB Group has undergone significant restructuring in fiscal 2007 and subsequently. For detailed information relating to the restructurings in the IRB Group, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations as per Consolidated Financial Statements - Restructuring of the IRB Group and presentation of Financial Information” beginning on page 346 of this Red Herring Prospectus and the section “History and Certain Corporate Matters” beginning on page 104 of this Red Herring Prospectus. Prior to the restructuring of the IRB Group during fiscal 2007, the Company did not have any subsidiaries. Pursuant to the restructurings of the IRB Group in fiscal 2007, IRBPL, MIPL, MRM, ATR Infra, ATRPL, MMK, IDAA, NKT, IRB Infra and TGTRPL became direct or indirect subsidiaries of the Company with effect from various dates during fiscal 2007. Since the various subsidiaries of the Company became direct or indirect subsidiaries of the Company at various points of time in fiscal 2007, and since such subsidiaries were consolidated from the date on which effective control of each such subsidiary was transferred to the Company, the consolidated restated financial statements of the Company for fiscal 2007 reflect the results of operations for each such subsidiary from the date that such subsidiary became a subsidiary of the Company. The consolidated restated financial statements of the Company for fiscal 2007 therefore do not reflect a full fiscal year of consolidated results of operations of the Company as constituted on 31 March 2007.

We have included in this Red Herring Prospectus (i) historical financial statements of the various Subsidiaries for the last five completed fiscal years (to the extent applicable) and for the five months ended August 31, 2007, restated in accordance with the SEBI Guidelines, (ii) discussions on the results of operations of the Company on an unconsolidated basis for fiscal 2005, 2006 and 2007 and for the five months ended August 31, 2007 and (iii) discussions on the results of operations of each of IRBPL, MIPL and MRM (the three largest subsidiaries of the Company, based on unconsolidated turnover for the period ended March 31, 2007 and for the five months ended August 31, 2007) for fiscal 2005, 2006 and 2007 and for the five months ended August 31, 2007.

However, please note that as a result of various inter-company transactions among the Company and/or its Subsidiaries, there are significant consolidation adjustments that are reflected in the consolidated restated financial statements of the Company for fiscal 2007 and the five months ended August 31, 2007 included in this Red Herring Prospectus. Accordingly, an aggregation of unconsolidated financial information relating to the various Subsidiaries in any fiscal period may not be reflective of the consolidated results of operations of the Company for such period, had the relevant Subsidiaries been direct or indirect subsidiaries of the Company at the outset of such period. For further information on our accounting policies and principles of consolidation relating to our restated consolidated financial statements included in this Red Herring Prospectus, see Annexure IV-A “Significant Accounting Policies” relating to the consolidated financial statements included in “Financial Information” beginning on page 171 of this Red Herring Prospectus and “Management’s Discussion and Analysis of Financial Condition and Results of Operations as per Consolidated Financial Information - Critical Accounting Policies of the Company on a Consolidated Basis” on page 346 of this Red Herring Prospectus.

The consolidated restated financial statements of the Company for fiscal 2007 also do not take into account the various restructurings in the IRB Group subsequent to March 31, 2007. Since the IRB Group underwent certain additional restructurings between April 1, 2007 and August 31, 2007, and the consolidated restated financial statements of the Company for the five months ended August 31, 2007 reflect such transactions, the consolidated restated financial statements of the Company for the five months ended August 31, 2007 reflects a different structure of the IRB Group from that reflected in the consolidated restated financial statements of the Company for fiscal 2007. In addition, since IDAA and Aryan have not yet commenced commercial operation, no profit and loss account has been prepared for either IDAA or Aryan for the five months ended August 31, 2007 or any prior period. Accordingly, the restated consolidated profit and loss account for fiscal 2007 and the five months ended August 31, 2007 do not reflect any income with respect to IDAA or Aryan. The consolidated restated financial statements of the Company for the five months ended August 31, 2007 do not reflect the various restructurings in the IRB Group subsequent to August 31, 2007. Accordingly, any consolidated financial statements

xvii

of the Company for any period subsequent to August 31, 2007 which may be published by the Company will reflect a different structure of the IRB Group from that reflected in, and will not be directly comparable to, the consolidated restated financial statements of the Company for fiscal 2007 or the consolidated restated financial statements as of and for the five months ended August 31, 2007 included in this Red Herring Prospectus. In general, then, no financial statements are available which describe the consolidated results or condition of the Company and its current subsidiaries (reflecting the current structure of the IRB Group) for any particular period, and investors will have to base their assessment of the Company and the IRB Group as a whole on financial statements which are not directly comparable with each other or reflective of the current structure of the IRB Group. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations as per Consolidated Financial Statements - Restructuring of the IRB Group and presentation of Financial Information” on page 346 of this Red Herring Prospectus.

5. The Company has pledged and will continue to pledge a significant portion of its equity interest in the Project SPVs in favour of lenders, who may exercise their rights under the respective pledge agreements in the event of

a default.

The Company has pledged, or has agreed to pledge, a significant percentage of its equity interest in the Project SPVs in favour of lenders as security for the loans provided to these Project SPVs. If these Project SPVs default in their obligations under the relevant financing agreements, the lenders may exercise their rights under such pledges, resulting in such shareholding in the Project SPVs being transferred to such lenders in accordance with such financing arrangements to enable them to acquire management control over such defaulting Project SPV. In such circumstances, the Company could lose the value of such equity interest in the relevant Project SPV.

6. We have substantial indebtedness and will continue to have substantial indebtedness and debt service

obligations following the Issue.

As of August 31, 2007, we had total indebtedness of Rs. 2434.40 crores (not including outstanding fully convertible debentures of Rs. 263.99 crores). Our substantial indebtedness could have a material effect on our future financial results and business prospects, including:

• increasing our vulnerability to a downturn in business in India, inflation and other factors;

• limiting our ability to pursue our growth plans and expansion of business operations;

• requiring us to dedicate a substantial portion of our cash flow from operations to service debt, thereby reducing the availability of cashflow to fund capital expenditures, meet working capital requirements and use for other general corporate purposes;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; or

• placing us at a competitive disadvantage to any of our competitors that have less debt;

• requiring us to meet additional financial covenants; and

• limiting our ability to raise additional funds or refinance existing indebtedness.

We cannot assure you that we will generate cash in an amount sufficient to enable us to service our debt or fund other liquidity needs. In addition, we may need to refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms, or at all. The Company and our Promoters have given guarantees as collateral security for amounts borrowed under many of the financing agreements for funding our Project SPVs. We cannot assure you that the Company or the Promoters will pay or be able to pay the entire amount called under such collateral security in the event that the Company and/or such Promoters are required to do so.

Most of our financing arrangements are secured by our movable and immovable assets, including a charge on our equipment. Many of our financing agreements also include various conditions and covenants that require the Company or the Project SPVs or both, to obtain lender consents prior to carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain these consents could have significant consequences on our business and operations. Specifically, the Company and/or the Project SPVs require, and may be unable to obtain, lender consents to incur additional debt, issue equity, change their respective capital structure, increase or modify their respective capital

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expenditure plans, undertake any expansion, provide additional guarantees, change their respective management structure, or merge with or acquire other companies, whether or not there is any failure by such entities to comply with the other terms of such agreements. Under certain of these financing agreements, the Company and/or the relevant Project SPV, are also required to obtain the consent of the relevant lender to pay dividends. Further, under our financing arrangements relating to MIPL and TGTRPL, the relevant lenders have the right to nominate directors to the board of directors of these entities.

We believe that our relationships with our lenders are good, and we have in the past obtained consents from them to undertake various actions and have informed them of our activities from time to time. Compliance with the various terms of our financing arrangements is, however, subject to interpretation and we cannot assure you that we have requested or received all consents from our lenders that are required by our financing documents. As a result, it is possible that a lender could assert that we have not complied with all terms under our existing financing documents. Any failure to comply with the requirement to obtain a consent, or other condition or covenant under our financing agreements that is not waived by our lenders or is not otherwise cured by us, may lead to a termination of our credit facilities, acceleration of all amounts due under such facilities and trigger cross default provisions under certain of our other financing agreements, and may adversely affect our ability to conduct our business and operations or implement our business plans. Although there have been delays in repayment of certain loan amounts (See “Risk Factors – Risks related to the Company - The audit reports relating to the consolidated and unconsolidated financial statements of the Company and the financial statements of certain of our Subsidiaries contain qualifications”), neither the Company nor any Subsidiary has defaulted on the repayment of any loans.

The proceeds of the debenture issue of Rs. 264 crores were invested in fixed deposits with banks and financial institutions and overdraft facilities were obtained against such fixed deposits; these facilities were utilized by the Company for acquisition of shares in various Subsidiaries as well as for its operating requirements. Particulars of utilization of such funds until October 31, 2007 are as follows:

Funds utilized for Amount of funds utilized

(Rs. crores)

Acquisition of shares in Subsidiaries

Acquisition of further shares in IDAA on various dates between April 30, 2007 and October 31, 2007 4.36

Acquisition of further shares in TGTRPL on September 8, 2007 12.21

Acquisition of further shares in NKT on September 8, 2007 2.5

Acquisition of further shares in MIPL on September 8, 2007 41.63

Acquisition of further shares in IRB Infra on September 8, 2007 2.33

Acquisition of further shares in IRBPL on September 8, 2007 23.32

Investment in share capital of Aryan on June 20, 2007 and July 18, 2007 54.57

Loans to Subsidiaries

Loan to ATRPL between July 19, 2007 and September 6, 2007 3.74

Loan to ATR Infra between July 10, 2007 and September 10, 2007 72.04

Operating and business requirements

Operating and business requirements of the Company 19.21

For more information regarding our indebtedness, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Indebtedness” and “Our Indebtedness” beginning on pages 346 and 404, respectively, of this Red Herring Prospectus.

7. We have a number of contingent liabilities and our profitability could be adversely affected if any of these

contingent liabilities materialises.

As on August 31, 2007, contingent liabilities appearing in our restated consolidated financial statements aggregated to Rs. 180.45 crores, including claims against the Company not acknowledged as debt of Rs. 29.24 crores, guarantees to banks for loans taken by others of Rs. 139.84 crores and guarantees and counter guarantees given by the Company of Rs. 11.37 crores.

Contingent liabilities of the Company as on August 31, 2007 arising from transactions relating to other entities in the IRB Group include guarantees extended by the Company of Rs. 17.40 crores to IDBI Bank with respect to loans to MRM, of Rs. 591.41 crores to Union Bank of India with respect to loans to IDAA, of Rs. 75 crores to IDBI Bank for loans to MRM and of Rs. 500 crores to Deutsche Bank AG, Mumbai branch in connection with an interest swap arrangement entered into between IDAA and Deutsche Bank AG. The interest swap arrangement between IDAA and Deutsche Bank AG was

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subsequently terminated on November 11, 2007 and accordingly the guarantee of Rs. 500 crores to Deutsche Bank AG is no longer in effect.

If any of these contingent liabilities materialise, our profitability may be adversely affected. For more detailed descriptions of our contingent liabilities, see “Financial Information” beginning on page 171 of this Red Herring Prospectus.

8. Information relating to our Order Book may not be representative of our future results.

Our Order Book, as of October 31, 2007, is disclosed in the section “Business—Order Book” beginning on page 67 of this Red Herring Prospectus. Our Order Book as of any particular date consists of unbilled revenue from the uncompleted portions of our “existing contracts”, i.e., the total contract value of the “existing contracts” secured by the IRB Group as reduced by the value of construction work billed until the date of such Order Book. For purposes of our Order Book, we define “existing contracts” as (i) construction contracts, including EPC contracts and (ii) operation and maintenance contracts, whether relating to funded construction projects or part of a BOT project, that have been awarded to us and for which all pre-conditions to entry into force have been met. Our Order Book is not audited and may not reflect our financial results. The Order Book amount does not necessarily indicate future earnings related to the performance of that work and if we do not achieve our expected margins or suffered losses on one or more of these contracts, this could reduce our income or cause us to incur a loss. Future earnings related to the performance of the work in the Order Book may not necessarily be realised. Although projects in the Order Book represent business that we consider firm, cancellations or scope adjustments may occur. Due to changes in project scope and schedule, we cannot predict with any certainty when or if the projects in our Order Book will be performed and will generate revenue. In addition, even where a project proceeds as scheduled, it is possible that contracting parties may default and fail to pay amounts owed or dispute the amounts owed to us. There may also be delays associated with collection of receivables from clients. Any delay, cancellation or payment default could materially harm our cash flow position, revenues or profits, and adversely affect the trading price of our Equity Shares. Investors are cautioned against placing undue reliance on the information relating to our Order Book included in this Red Herring Prospectus.

9. We follow certain accounting policies for our BOT and construction operations. In the event of any change in

law or Indian GAAP which requires a change in such accounting policies, our financial results may be

adversely affected.

We recognise revenue generated from our construction operations on the “percentage of completion method” of accounting. Under this method, revenue is recognised based on the stage of completion. Percentage of completion is determined on the basis of surveys performed. Stage of completion is determined with reference to physical measurement of work done as compared to the total work done. In case of any unmeasured work done at the balance sheet date, revenue is recognised as work-in-progress at cost. In case the actual work is lower than the work estimated in the survey, our reported profits could be lower.

We also follow the “percentage of completion method” of accounting with respect to income from BOT projects and BOT project related expenses. However, until fiscal 2006, income from BOT projects and BOT related expenses for BOT projects undertaken by IRBPL, one of our significant subsidiaries, were capitalized on the basis of the “completed contract” method. Under such accounting method, the project was treated as incomplete until completion of the concession period, and consequently, the toll income was credited to project cost and expenses added to the project cost. Further, amortization of intangible assets, i.e. toll collection rights under the various concession agreements relating to such BOT projects were not accounted for in the financial statements. In fiscal 2007, IRBPL changed its accounting policy to record toll income in the profit and loss account and corresponding expenses based on the “percentage of completion method”. The construction cost incurred is considered as exchanged against toll collection rights and disclosed as intangible assets. Accordingly, certain adjustments have been made to the restated financial statements of IRBPL for fiscal 2007, 2006, 2005, 2004 and 2003.

For BOT contracts awarded to IRB Group entities that are subcontracted to other entities within the IRB Group, the inter-group transactions on BOT contracts result in realised revenue and profits are therefore not eliminated on consolidation. Revenue and profit in respect of such transactions during fiscal 2007 that have not been eliminated on consolidation was Rs. 39.17 crores and Rs. 8.84 crores , respectively while revenue and profit in respect of such transactions during the five months ended August 31, 2007 that have not been eliminated on consolidation was Rs. 92.88 crores and Rs. 44.99 crores, respectively.

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For further information on accounting policies followed by the IRB Group, see the section “Financial Information” beginning on page 171 of this Red Herring Prospectus, together with “Management’s Discussion and Analysis of Financial Conditions and Results of Operations as per Consolidated Financial Statements – Critical Accounting Policies” beginning on page 346 of this Red Herring Prospectus. In the event of any change in law or Indian GAAP which requires a change in the accounting policies followed by us, our financial results may be adversely affected.

10. The Company’s financial results depend on the financial performance of the Project SPVs and their ability to

declare and pay dividends.

The Company is a holding company and conducts no business operations of its own and is not engaged in any activity other than the holding of ownership interests in its Subsidiaries and the proposed future subsidiaries.

Most of our infrastructure development projects are operated through Project SPVs. The ability of these Project SPVs to make dividend payments is subject to applicable laws and regulations in India relating to payment of dividends. In addition, loans obtained by these Project SPVs contain restrictions on the payment of dividends, including, among others, financial covenants being met and certain debt service accounts being adequately funded prior to the declaration and/or payment of dividends by these Project SPVs.

In the event of a bankruptcy, liquidation or reorganisation of a Project SPV, the Company’s claim in the assets of such Project SPV as a shareholder in the Project SPV remains subordinated to the claims of lenders and other creditors. Lenders to the Project SPVs also typically have a floating charge over all assets of the Project SPVs, including dividend payments by, and all cash of, these Project SPVs, effectively providing the lenders to the Project SPV a first priority lien over any distribution upon the occurrence of an event of default under the financing arrangements.

11. Increases in interest rates may materially impact our results of operations.

As our infrastructure development and construction business and our real estate business are capital intensive, we are exposed to interest rate risk. Interest rates for borrowings have increased in India in recent periods. Our infrastructure development and construction projects are funded to a large extent by debt and increases in interest expense may have an adverse effect on our results of operations and financial condition. Our current debt facilities carry interest at variable rates as well as fixed rates with the provision for periodic reset of interest rates. As of August 31, 2007, all our indebtedness was subject to variable interest rates.

Although we may decide to engage in interest rate hedging transactions or exercise any right available to us under our financing arrangements to terminate the existing debt financing arrangement on the respective reset dates and enter into new financing arrangements, there can be no assurance that we will be able to do so on commercially reasonable terms, that our counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately against interest rate risks.

12. We are subject to risks arising from exchange rate and international interest rate fluctuations.

We have entered into interest and principal swap transactions with respect to our Rupee borrowings in respect of MIPL whereby adverse movements in international interest rates in the Dollar and Yen may adversely impact our results of opera