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 3 rd Floor, IRB Complex, Chandivli Farm, Chandivli Village, Andheri (East), Mumbai – 400 072 with effect from November 28, 2006. Registered Office: 3 rd 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: [email protected] 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.