PROSPECTUS

Dated February 8, 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. 185 PER EQUITY SHARE AGGREGATING TO RS. 944.57 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.

ISSUE PRICE IS RS.185 PER EQUITY SHARE OF FACE VALUE OF RS.10 EACH

THE FACE VALUE OF EQUITY SHARE IS RS.10

THE ISSUE PRICE IS 18.5 TIMES THE FACE VALUE

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 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 18.5 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 Prospectus. Specific attention of the investors is invited to the statements in the section Risk Factors beginning on page xi of this Prospectus.

COMPANYS ABSOLUTE RESPONSIBILITY The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this 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 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 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 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, 2007and 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 OPENED ON: JANUARY 31, 2008 BID/ISSUE CLOSED 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....................................................................................