GAMMON INDIA LIMITED

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Our vision is to be a world-class construction and infrastructure enterprise committed to quality, timely completion of projects, customer satisfaction, continuous learning and enhancement of stakeholders’ value. Some of our key business strategies include: Capture high growth opportunities throughout India: We intend to target specific sectors and geographical areas where we believe there is high growth potential. We also intend to exploit our competitive advantages in these high-value businesses, and will continue to evaluate and explore the opportunities in the roads, transportation and power sectors. In particular, we believe that the road and transportation sectors will provide significant opportunities, which may come as BOT projects that we undertake with third parties as an EPC contractor or with our subsidiary, GIPL. We also expect the power sector to experience robust growth, and we are positioning ourselves to capture these opportunities by leveraging our experience and project execution capabilities in the construction of thermal, hydroelectric and nuclear power plants. We intend to form joint ventures for a number of power projects as well as bid for the ancillary construction work associated with these projects. Enhance our EPC capabilities: Quality of work and timely completion of projects are critical to our EPC and construction business. As a result, we aim to: - consistently deliver a quality product, meeting all relevant specifications and requirements; - achieve customer satisfaction through cost effective and timely completion; - motivate and train our staff for continual improvement of productivity and quality standards; and - update and implement our procedures in line with developments in international standards. Position ourselves as a one stop energy shop: The power segment in India has witnessed and is expected to have a robust growth with projected demand for new projects of 100,000 MW during the period 2008-2013. (Source: Ministry of Power) There is an increasing trend for the utility power project owners to engage companies which can provide solutions from concept to commissioning. In light of the above, we intend to position ourselves as a “one-stop energy shop”, providing consulting, design, EPC, O&M, manufacturing and other related services for nuclear, thermal, hydroelectric and non-conventional power projects. As a result of the amalgamation of ATSL to our Company, we have scaled up our power transmission and distribution business. We believe that our acquisitions will produce substantial synergistic benefits, including a centralized command structure, economies of scale, diversity of operations and better visibility as an integrated construction company. We intend to utilize these synergies and expand our products and services offering in India, and we also plan to exploit these advantages by participating in large-scale projects to optimize the allocation of resources and improve profitability. We have been pre-qualified to supply boilers and turbines to various Indian companies, such as NHPC Limited, National Thermal Power Corporation and North Eastern Electric Power Corporation. We believe we are ideally positioned to capitalize on the strengths of the different businesses in which our subsidiaries and joint ventures are engaged. Increase our international presence: We intend to strengthen our international operations by exploring business opportunities for developing projects outside India. We have acquired substantial stakes in two Italian companies, Sofinter and FTM. Although Sofinter, FTM and SAE Powerlines made losses of €41.69 million, €17.66 million and €2.77 million, respectively, in the year ended December 31, 2008, various improvements have been carried out in areas such as the product and market mix, the supply chain management process and costs control. We also aim to bring cost-competitiveness to our Italian subsidiaries and joint ventures through sharing resources or using low-cost manufacturing facilities in India. Furthermore, to meet the anticipated growth in demand in energy we have ventured into drilling and exploration, through a participating interest of 61.00% in a marginal field in Ecuador in joint venture with Joshi Technologies International Inc. and a participating interest of 50.00% in an exploration program in Nebraska, U.S. We will continue to evaluate opportunities to expand into new geographical and business areas whether by means of organic growth or through strategic acquisitions. Joint Venture Arrangements 73
For certain large construction or infrastructure development projects that require resources, such as technical, financial strength, equipment, manpower or local content resources, currently not available with us, we seek to make alliances through the formation of special purpose vehicles (“SPVs”) or project-specific joint ventures with other firms, which is a common practice in the civil engineering and construction industry. We also form SPVs with other firms, particularly for large projects. In a project-specific joint venture, each member of the joint venture shares the risks and revenues of the project according to a pre-determined agreement. Members are typically jointly and severally liable to third parties. The agreements specifically assign the work to be performed by each party and the responsibilities of each party with respect to the joint venture, including how the joint venture will be managed and the equipment, personnel or other assets that each party will contribute or make available to the joint venture. The profits and losses of the joint venture are shared among the members according to a pre-determined ratio. The fixed assets that are acquired by the joint venture are generally transferred to the respective joint venture members upon completion of the joint venture project. The agreements also set forth the manner in which any disputes among the members will be resolved. In the event of a default by other members of any joint venture arrangement that we may enter into, we would remain liable for the completion of the project. As of date our Company has formed a number of jointly controlled operation with third parties, some of which are further elaborated below: Name of Joint Venture Joint Venture Partner/ Affiliate Description of Project Gammon Atlanta Atlanta Braithwaite Burn & Jessop Orissa Road Works Gammon BBJ Co.Ltd. Sadbhav Engineering Transmission Lines Brahmani Gammon Sadbhav Imp Pvt.Ltd Srinivas Construction Wadape Gonde Project Gammon Srinivas Imp Pvt.Ltd Archirodon Construction Sewa Project GIL Archirodon Imp Company Braithwaite Burn & Jessop Anjikhad Bridge Project BBJ GIL Imp Co.Ltd. Munger Bridge Project JAGER GIL Jaeger Bau GmbH Parbati Stage-III Jaeger Gammon Imp Jaeger Lata Tapovan Patel Gammon Imp Patel Engineering Ltd Rampur Civil Works Gammon Patel Patel Engineering Ltd Hyundai Engineering & Rampur Civil Works-II Hyundai Gammon Imp Construction Co. Ltd NHAI-Chambal Bridge Project Jaeger Gammon Jaeger Bau GmbH Braithwaite Burn & Jessop Naitwar Mori Hydroelectric Power Project Gammon BBJ Co.Ltd. Mahandi Railway Bridge II Project Jaeger Gammon Jaeger Bau GmbH Dibang Lot-4 Head Race Tunnel Construction and maintenance of roads, Gammon Hot Engineering Imp Hot Engineering Ltd bridges for Al Jahra Road – Kuwait Gammon Construtora Cidade Tensacuai Constructura Cidade Ltd A Imp & Tensacciai S.p.a Signature Bridge Gammon Pratibha (BangaloreWater Contract W1-Raw Water Transmission Supply and Sewerage Board) Imp Pratibha Industries Ltd CKD Blansko Engineering System Gammon CKD Jyoti Imp & Jyoti Ltd Package 23 Thipparam Chevella Reservoir Lemcon Construction Pvt. Civil Works for Underground Rock Lemcon Gammon Jointly Imp Ltd Caverns Part-A & Part-B at Padur Mosmetrostroy Gammon Imp Mosmetrostroy Construction of Tunnel Underground No.2 74
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GAMMON INDIA LIMITED (Incorporated
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NOTICE TO INVESTORS The Company acc
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usiness strategies and environment
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epresentation, warranty or statemen
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SEBI nor any other regulatory autho
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FORWARD LOOKING STATEMENTS All stat
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Term Description Company in consult
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Term Description NH National Highwa
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Lock-up The Company will not, for a
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ased in Italy that is engaged in th
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for our short-term commercial paper
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Sr. No. SUMMARY FINANCIAL INFORMATI
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REFORMATTED CONSOLIDATED BALANCE SH
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REFORMATTED CONSOLIDATED PROFIT AND
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REFORMATTED CONSOLIDATED CASH FLOW
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RISK FACTORS An investment in equit
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affect on the profit margins that w
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As the revenue structure for the SP
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of actual traffic volume. Adverse d
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esult in decreased sales of our pro
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in two or three years) of interest
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If our subsidiaries or SPVs default
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Our inability to obtain, renew or m
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As of March 31, 2009, our contingen
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on which such additional financing
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Page 53 and 54: market for our equity shares will n
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Page 57 and 58: Date National Stock Exchange of Ind
Page 59 and 60: USE OF PROCEEDS The total proceeds
Page 61 and 62: Vesting Date No. Of Options Exercis
Page 63 and 64: EXCHANGE RATE INFORMATION The follo
Page 65 and 66: development phase. GIPL also offers
Page 67 and 68: during summer months and during the
Page 69 and 70: c) Revenues from providing services
Page 71 and 72: Intangible assets are amortized ove
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Page 79 and 80: primarily by trade payables and wor
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Page 83 and 84: Development Authorities, Metro Rail
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Page 87 and 88: plan will soon be presented to the
Page 89 and 90: The Airports Sector in India Indian
Page 91 and 92: An investment of about Rs.720,600.0
Page 93 and 94: China’s electricity consumption h
Page 95 and 96: Source Central State Private Total
Page 97 and 98: Overview BUSINESS We are the flagsh
Page 99 and 100: ** formerly Bedi Seaport Limited GA
Page 101: flue chimneys, nuclear containment
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Page 107 and 108: Kalwakruthy Stage-3-Lift Irrigation
Page 109 and 110: Name of SPV Revenue Model MNEL KBIC
Page 111 and 112: Ansaldo Oseberg D Offshore Platfor
Page 113 and 114: ACCAM S.p.A. Incinerator Plant: Eur
Page 115 and 116: Our Company, with its joint venture
Page 117 and 118: Board of Directors BOARD OF DIRECTO
Page 119 and 120: Name, Designation, DIN and Address
Page 121 and 122: Name, Designation, DIN and Address
Page 123 and 124: Mr. Parvez Umrigar, is a B. Com., A
Page 125 and 126: Mr. Himanshu Parikh Pursuant to a s
Page 127 and 128: Organisation Chart 98
Page 129 and 130: Name Number of Equity Shareholding
Page 131 and 132: Shareholding Pattern PRINCIPAL SHAR
Page 133 and 134: Sl. No. Name of the Shareholder Lim
Page 135 and 136: Equity Shares allotted to a QIB pur
Page 137 and 138: FIIs are permitted to participate t
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Page 141 and 142: ank). The QIB will be required to d
Page 143 and 144: Placement Agreement PLACEMENT The J
Page 145 and 146: SELLING RESTRICTIONS The distributi
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Page 149 and 150: TRANSFER RESTRICTIONS Purchasers of
Page 151 and 152: The exceptions to this rule are for
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equirement to publish un-audited fi
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shares are listed). Further, any pe
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agreement, within the time period m
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for compulsory dematerialised tradi
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. by crediting shares of the Compan
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(including a corporation or company
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TAXATION The information provided b
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to be income chargeable under the h
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8. As per Section 74 Short-term cap
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long-term capital gains. Balance lo
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LEGAL PROCEEDINGS Save as described
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lack list GIL and also its allied/s
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Index to financial statements: FINA
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Sr. No. UNAUDITED FINANCIAL RESULTS
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from the foreign currency receivabl
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5. The financial statements of cert
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REFORMATTED CONSOLIDATED BALANCE SH
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GAMMON INDIA LIMITED REFORMATTED CO
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GAMMON INDIA LIMITED REFORMATTED CO
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GAMMON INDIA LIMITED SCHEDULES FORM
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31.03.09 31.03.08 31.03.07 Rs.inMil
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SCHEDULE 15A SUNDRY EXPENSES INCLUD
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SCHEDULE 18 SIGNIFICANT ACCOUNTING
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5. Research and Development Expense
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(c) Work in progress from manufactu
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Basic Earning Per Share is calculat
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For the Year 2008- 09 For the Year
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interest and voting rights in respe
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y Busi Group. By an Agreement dated
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Maritime Services Pvt. Ltd* Modern
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the difference between outstanding
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PVAN: Term Loans from ICICI Bank ar
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foreign exchange loss of Rs. 11.20
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In respect of some road projects co
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Net Actuarial (gain)/loss To Be Rec
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Further, during the year 2008-09, t
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30 Gammon Sadelmi (Power Plant in S
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(c) Transactions of Oman Branch and
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11 Gammon Rizzani Gammon Rizzani Ga
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Nature of Transactions / relationsh
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Current liabilities Bank overdrafts
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Statement of recognised income and
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5. We have estimated and checked th
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4. As fully described by directors
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Franco Tosi Meccanica S.p.A. INTROD
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Franco Tosi Meccanica S.p.A. 2. INC
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Franco Tosi Meccanica S.p.A. 4. FOR
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Franco Tosi Meccanica S.p.A. The bo
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Franco Tosi Meccanica S.p.A. Revenu
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Franco Tosi Meccanica S.p.A. Servic
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Franco Tosi Meccanica S.p.A. 31.12.
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Franco Tosi Meccanica S.p.A. Note 5
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Franco Tosi Meccanica S.p.A. Nota 1
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Franco Tosi Meccanica S.p.A. As pre
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Franco Tosi Meccanica S.p.A. Deprec
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To the Shareholders of Sae Power Li
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SAE POWER LINES S.R.L. Società uni
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SAE POWER LINES S.R.L. IV. Liquid a
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SAE POWER LINES S.R.L. Profit and l
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SAE POWER LINES S.R.L. Company with
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underlying formal aspects. Fixed as
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Italian Exchange Rates Office (U.I.
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Description Value Monetary revaluat
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Accounts receivable by geographical
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This item can be broken down as fol
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Description 31/12/2007 Additions De
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Accounts payable by geographical ar
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Description 31/12/2008 31/12/2007 C
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Taxes Value at 31/12/2008 Value at
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the reasonable certainty that in fu
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ISSUER Gammon India Limited REGISTE
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GAMMON INDIA LIMITED

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