IRB Infrastructure Developers Ltd

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 VadodaraBOT 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.)

IRB Surat Dahisar Tollway Pvt. Ltd.

IRB Surat Dahisar Tollway Pvt. Ltd. has been carrying out construction activities asper the schedule and completed substantial construction work on the project. Also, theManagement 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 toexecute Integrated Road Development Program ("IRDP") in Kolhapur on BOT basis todevelop approx. 50 kms of Roads in Kolhapur. Construction of the project will be completedby 2nd quarter of FY11-12 and thenafter, the Company will start collecting toll. TheCompany has increased its authorized share capital to Rs. 120 crores to enable to raisethe equity to execute the project. Further the Company has also increased its paid upcapital to Rs. 106.80 crores.

IRB Pathankot Amritsar Toll Road Pvt. Ltd.

The Company has mobilized its resources and commenced construction on the Project. TheCompany has completed approx. 10% of construction work and is hopeful to complete theconstruction within scheduled time.

Further, the Company has increased it authorized share capital to Rs. 45 crores andpaid 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 ishopeful to complete the construction in schedule time.

Further, the Company has increased its authorized share capital to Rs. 50 crores toenable to raise the equity to execute the project. Subsequently, the Company has increasedits 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 isconfident to complete the construction in schedule time.

Further, the Company has increased it authorized share capital to Rs. 60 crores andpaid 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 toPanaji - Goa kms 153.070 with total length of 65.07 kms in the State of Goa under NHDPPhase III on BOT basis. Your Company has incorporated a new entity viz. IRB Goa TollwayPvt. Ltd. to domicile this project and executed the concession agreement with NHAI onFebruary 19, 2010. The Company has sought a grant of Rs. 186.30 crores for the Projectfrom 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. 300crores from the consortium of banks/Financial Institution.

However, NHAI has yet not given appointed date to the Company due to non-availabilityof requisite land for the project.

IRB Sindhudurg Airport Pvt. Ltd.

Sindhudurg Airport project involves Design, Built, Finance & Operation ofGreenfield Airport in Sindhudurg District in the state of Maharashtra. Your Company hasincorporated 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 necessaryapprovals and permissions. Public hearing for environmental clearance has been completed.However, there has been imposition of moratorium by the Ministry for consideration ofprojects for environmental clearance in the districts of Ratnagiri and Sindhudurg, inMaharashtra. Once this moratorium will be lifted and upon environmental clearance andother required clearances, the Company will commence construction on the project.

The Statement pursuant to Section 212 of the Companies Act, 1956 pertaining to holdingin subsidiary companies is attached. The Consolidated Financial Statements of the Companyand its subsidiaries, prepared in accordance with Accounting Standard AS21 form part ofthe Annual Report. Upon written request from the member, the Company Secretary will makethese documents available. These documents will be available for inspection at theRegistered 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)

IPO proceeds of the Company earmarked for repayment of term loan of Thane GhodbunderToll Road Pvt. Ltd. ("TGTRPL") of Rs. 42.99 crores has been transferred toGeneral Corporate Purpose since one of the lenders of TGTRPL has shown their inability toaccept the prepayment of term loan. This amount has been given to the subsidiary Companyas a loan, to be utilized by it as working capital.

There are no variations in respect of utilization of net proceeds from the Company'sIPO 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 than50% year-on-year growth. Out of this, IRB was successful in bagging Tumkur-Chitradurgaproject covering roughly 115 kms. For FY11-12, NHAI have a very significant outlay ofaround 7,300 kilometers which they intend to award during the year. This is likely totranslate into approx. Rs. 70,000 crores plus opportunity for developers. Your Company isqualified to submit bids for projects worth of approx. Rs. 41,000 crores. Your Companysurely 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 otherState Undertakings. The Company intends to keep its lead in these projects. These growthplans, required availability of adequate capital at the Company's disposal in addition tothe steady cash inflows from operations. Therefore, your Directors have approached theShareholders for approval of enabling resolution to facilitate raising of capital of up toRs. 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 Companyw.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 aDirector of the Company liable to retire by rotation has already been included in thenotice of the Annual General Meeting.

CORPORATE GOVERNANCE

As required by the Clause 49 of the Listing Agreements entered into with the StockExchanges, a Report on the Corporate Governance and Management Discussion and Analysisform part of the Annual Report and a certificate from a Practicing Company Secretary onthe compliance with the provisions of Corporate Governance is annexed to the CorporateGovernance Report. The Company has fully complied with the requirements and disclosuresthat have to be made in this regard.

AUDITORS

M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of theCompany, will retire at the ensuing Annual General Meeting and being eligible, offersthemselves for re-appointment. Your Directors recommend their re-appointment.

As required under the provisions of Section 224(1B) of the Companies Act, 1956, theCompany has received a written certificate from the above Auditors proposed to bere-appointed to the effect that their re-appointment, if made, would be in conformity withthe limits specified in the said section.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from public during the year underreview.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm thefollowing:

1. In the preparation of the annual accounts, the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures, if any;

2. Your Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe Profit of the Company for that year;

3. Your Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 endedMarch 31, 2011 on a going concern basis.

HUMAN RESOURCE MANAGEMENT

Your Company has a large pool of experienced and trained technical manpower with whichyour Company executes world-class and high quality projects - qualities which have becomesynonymous with the name IRB. Company remains committed on providing high level technicaltraining from institutions of world repute like NICMAR to its employees to continuouslybuild 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 tocontinually excel in all its endeavors. The reputation of your Company as the one withfavourable work environment that encourages innovation and superior performance, acts as astrong magnet to attract new talent from the industry. Human resources continue to be oneof the core focus areas of the Company. Respect for individual, open work culture,effective communication, fair and equitable treatment and welfare of employees aresignificant. Employee Value Propositions which help your Company to retain a pool of largenumber of highly engaged professionals and generate high level of trust amongst itsemployees. Your Company remains 'employer of choice' with one of the lowest attrition rateof employees of less than 1% in the infrastructure sector since last three consecutiveyears.

PARTICULARS OF EMPLOYEES:

During the year, there were no employees, who drew remuneration more than the limitsspecified under the provisions of Section 217 (2A) of the Companies Act 1956, read withthe 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 ExchangeEarning 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 SurfaceTransport & Highways, National Highways Authority of India, Maharashtra State RoadDevelopment Corporation, Maharashtra Industrial Development Corporation, State&Central Government for their support and guidance. Your Directors also thank Ministryof Corporate Affairs, Bombay Stock Exchange Limited, National Stock Exchange of IndiaLimited, Financial Institutions & Banks, Stakeholders, Suppliers, Contractors, Vendorsand 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 theirenormous personal efforts as well as collective contribution to the growth of the Company.

FORM A

(Rule 2 of Indian Companies Act, 1956)

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

The Company is engaged in infrastructure activities and the same is not covered underthe Schedule.

The Company's efforts are to conserve energy wherever possible by economizing on theuse of power at the various sites.

FORM B

(Rule 2 of Indian Companies Act, 1956)

i) Specific Areas in which R & D has been carried out by the Company

No R & D activities carried out during the financial year 2010-11.

ii) Expenditure on Research & Development: No Expenditure incurred on R & D

Technology Absorption, Adoption and Innovation, Efforts made, Benefits derived, Importof Technology:

N.A.

FOREIGN EXCHANGE EARNINGS AND OUTGO

a) There are no Export related activities. However Your Company may explore theopportunities for executing projects abroad.

b) Details of foreign exchange earnings and outgo during the year are as follows:

(Amount in Rs.)