GAMMON INDIA LIMITED

SELLING RESTRICTIONS
The distribution of this Placement Document and the offer, sale or delivery of the Equity Shares is restricted by law
in certain jurisdictions. Persons who come into possession of this Placement Document are advised to take legal
advice with regard to any restrictions that may be applicable to them and to observe such restrictions. This
Placement Document may not be used for the purpose of an offer or sale in any circumstances in which such offer or
sale is not authorized or permitted.
General
No action has been or will be taken in any jurisdiction by the Company or the Joint Global Co-ordinators that would
permit a public offering of the Equity Shares or the possession, circulation or distribution of this Placement
Document or any other material relating in us or the Equity Shares in this Issue in any jurisdiction where action for
the purpose is required. Accordingly, the Equity Shares in this Issue may not be offered or sold, directly or indirectly
and neither this Placement Document nor any other offering material or advertisements in connection with the
Equity Shares imposed no be issued pursuant to this Issue may be distributed or published, in or from any country or
jurisdiction except under circumstances that will result in compliance with any applicable rules and regulations of
any such country or jurisdiction and will not impose any obligations on the Company or the Joint Global Coordinators.
The Issue will be made in compliance with the SEBI ICDR Regulations. Each subscriber of the Equity
Shares in the Issue will be required to make, or to be deemed to have made, as applicable, the acknowledgments and
agreements as described under “Transfer Restrictions”.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive
(each, a “Relevant Member State”) an offer to the public of any Equity Shares contemplated by this document may
not be made in that Relevant Member State prior to the publication of a prospectus in relation to the Equity Shares,
which has been approved by a competent authority in that Relevant Member State or, where appropriate, approved
in another Relevant Member State and notified to the competent authority in that Relevant Member Sate, all in
accordance with the Prospective Directive, except that an offer to the public in that Relevant Member State of any
Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been
implemented in that Relevant Member State:
(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized
or regulated, whose corporate purpose is solely to invest in securities;
(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more
than €50,000,000, as shown in its last annual or consolidated accounts; or
(c) in any other circumstances, which do not require publication of a prospectus pursuant to Article 3 of the
Prospectus Directive,
provided that no such offer of Equity Shares shall result in a requirement for the publication by the Company or any
underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any Relevant
Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the
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