GAMMON INDIA LIMITED

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The Board of Directors, Gammon India Limited, Gammon House, Veer savarkar Marg, Mumbai - 400025 Auditors’ Report on the Reformatted Consolidated Financial Statements 1. We have examined the reformatted Consolidated Balance Sheets of Gammon India Limited (the “Company”) and its subsidiaries , joint ventures and associates (the Company, its subsidiaries , joint ventures and associates together collectively constitute “the Group”) as at 31st March, 2009, 2008, and 2007 and also the Consolidated Profit and Loss Accounts and the Consolidated Cash Flow Statements for the years ended on these dates both annexed thereto (together comprising the “Consolidated Financial Statements”) all expressed in Indian Rupees annexed to this report for the purposes of inclusion in the Preliminary Placement Document and the Placement Document prepared in connection with the Qualified Institution Placement of its equity shares of the company in accordance with the extant regulations of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2009 . These Consolidated Financial Statements are the responsibility of the Company‟s management and have been prepared by the management on the basis of separate financial statements and other financial information regarding components. Our responsibility is to express an opinion on these Consolidated Financial Statements based on our examination. 2. The figures disclosed in the attached Consolidated Financial Statements are extracted from the annual audited Consolidated Financial Statements for the years ended March 31, 2009, 2008 and 2007, regrouped where necessary, and our opinion stated herein is based on the opinion as reported by us for each of the years ended March 31, 2009, 2008 and 2007 vide our reports dated September 9, 2009, July 31, 2008 and July 31, 2007 respectively refer Note 37 of the notes to accounts forming part of the Consolidated Financial Statements. Accordingly, any event subsequent to the dates mentioned above have not been considered / adjusted for the said purposes. This report does not in any way mean and should not be in anyway construed as a re-issuance or re-dating of any of the previous audit reports issued by us, nor should this report be construed as a new opinion on any of the financial statements referred to hereinabove. 3. As reported by us in the reports on the Annual Audited Consolidated Financial Statements, the audits were conducted by us in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 4. We did not audit the financial statements of a. Certain subsidiaries, whose financial statements reflect total Assets of Rs 47052.30 Million as at 31 st March, 2009 [31 st March 2008: Rs 9168.30 Million, 31 st March 2007: Rs 9841.70 Million] total revenue of Rs 9678.50 Million as at 31 st March, 2009 [31 st March 2008: Rs 1684.20 Million, 31 st March 2007: Rs 4235.50 Million] and Cash flows amounting to Rs. 452.30 Million as at 31st March 2009 [31 st March 2008: Rs 868.10 Million, 31 st March 2007: Rs. 624.10 Million]. b. Certain Jointly controlled entities whose financial statements reflect total Assets 3371.40 Million as at 31 st March 2009 [31 st March 2008: Rs 3271.00 Million , 31 st March 2007: Rs 3086.90 Million ] total revenue of Rs 739.60 Million as at 31 st March 2009 [31 st March 2008: Rs 562.80 Million, 31 st March 2007: Rs304.50 Million ] and Cash flow amounting to Rs (75.3) Million as at 31 st March 2009 [31 st March 2008: Rs 56.90 Million, 31 st March 2007 Rs 36.10 Million] , wherein the company‟s share of such assets being Rs 1615.70 Million as at 31 st March 2009 [ 31 st March 2008: Rs1391.60 Million , 31 st March 2007: Rs 1307.10 Million] revenue being Rs 351.70 Million as at 31 st March 2009 [31 st March 2008:Rs 237.60 Million , 31 st March 2007: Rs 128.50 Million] and cash flow being Rs (30.60) Million as at 31 st march 2009 [31 st March 2008: Rs 23.7 Million , 31 st March 2007:Rs 16.2 Million]. c. Certain Associates, whose financial statements reflect a net profit of Rs (13.80) Million as at 31 st March 2009 [31st March 2008: Rs 435.60 Million]. The group‟s share of profit of such associates being Rs (4.10) Million as at 31 st March 2009 [31 st March 2008: Rs 151.00 Million] d. These financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion in so far as it relates to the amounts included in respect of these subsidiaries, jointly controlled entities and associates is based solely on the report of other auditors. F 5
5. The financial statements of certain subsidiaries, associates, and jointly controlled entities whose financial statements include total assets of Rs. 37183.20 Million as at 31st March 2009 [31st March 2008: Rs 342.70 Million , 31 st March 2007 Rs.NIL ], total revenue of Rs 16591.40 Million as at 31st March 2009 [ 31 st March 2008: Rs NIL, 31 st March 2007: Rs NIL ] and cash flow amounting to Rs (3056.40) Million as at 31 st March 2009 [ 31 st March 2008: Rs 2.6 Million, 31 st March 2007: Rs NIL] have been considered on the basis of un-audited financial statements prepared by the management. Out of the above the group‟s share of such asset being Rs 18591.4 Million as at 31 st March 2009 [ 31 st March 2008: Rs 171.20 Million, 31 st March 2007: Rs.NIL] , revenue being Rs 8294.60 Million as at 31 st March 2009 [ 31 st March 2008: Rs Nil, 31 st March 2007: Rs NIL] and cash flow amounts to Rs (1527.80) Million as at 31 st March 2009 [ 31 st March 2008: Rs 1.3 Million, 31 st March 2007: Rs NIL]. 6. Of the above figures considered from un-audited financial statements per para 5 one of the overseas Joint Venture Company whose audited consolidated financial statements as at 31 st December 2008 were not available for reasons stated in para 2(b) of the notes to accounts, the group‟s share of total assets, revenue and cash flow is Rs. 18308.6 Million, Rs. 8273.9 Million and Rs. (1543.9) Million 7. The subsidiaries referred in para 4(a) above does not include the standalone financial statements of Gammon Infrastructure Projects Limited, where the audit has been conducted by us as the joint statutory auditors of the Company. 8. As already covered in our audit reports on the consolidated financial statements of the group for the year ended 31 st March 2009, 2008 and 2007, without qualifying our report, we had draw attention to a) Note 22(a) to the notes to accounts regarding the Early Completion Bonus accrued by two subsidiary Companies in earlier years and included in sundry debtors at March 31, 2009, 2008 and 2007. The outcome of the matter cannot be presently determined and hence no provision for any liability has been made in the financial statements b) Note no 22(c) to the notes to accounts relating to recognition of contract revenue of Rs. 945.40 Million as at 31 st March 2009 [31 st March 2008: Rs.570.4 Million, 31 st March 2007: Rs NIL] in which the Company has received arbitration awards/awards from dispute resolution board in its favour in respect of which the client has preferred an appeal for setting aside the said arbitration awards/ DRB awards. Recoverability of the said amount under sundry debtors is dependent upon the final outcome of the appeals getting resolved in favour of the Company and inclusion of variation and escalation claims of certain road projects in work-in progress as at 31 st March 2007. c) Note no 2(d) to the notes to accounts relating to the investments of Rs. 506.40 Million in the year 2008-2009 in one of the joint ventures of a wholly owned subsidiary which has applied for creditors‟ protection in a Court in Italy. The final outcome and the resultant investment would be dependent upon the approval of the courts to the composition scheme pending which no effects have been taken in these accounts. Pending the availability of the financial statements of the Joint Venture Company, the investment in the JVC is accounted in accordance with AS 13 – “Accounting for Investments”. 9. Subject to the matters referred to in paragraphs 2,3,4 and 5 above: a) We report that the Consolidated Financial Statements have been prepared by the Company‟s management in accordance with the requirements of Accounting Standard 21-Consolidated Financial Statements, Accounting Standard 23- Accounting for Investments in Associates in Consolidated Financial Statements and Accounting Standard 27- Financial Reporting of Interests in Joint Ventures as notified under the Companies (Accounting Standard) Rules, 2006. b) Based on our audit , our reports on the annual audited consolidated financial statements and on consideration of reports of other auditors on separate financial statements and on the other financial information of the components, and to the best of our information and according to the explanations given to us, we are of the opinion that the attached consolidated financial statements for the year ended March 31, 2009, 2008, 2007 subject to our comments in para 5 above read together with note no 2(b) of the notes to accounts, Note 25(d) regarding non provision for mark to market losses of Rs 159.30 Million during the year ended 31 st March 2009 on outstanding forward contract outstanding as on 31st March, 09 which is not in accordance with Accounting Standard - 1 and announcement made by the ICAI on 29th March, 08, read together with Note No 17 regarding change in the policy of amortization of goodwill resulting in the profit for the year 2007-08 being higher by Rs 137.10 Million , Note no 12 relating to the change in the method of charging depreciation on the assets of the Oman branch and its consequent effect resulting in the profits for the year ended 31 st March 2007 being higher by Rs. 55.30 Million and Note no 36 relating to the joint venture in Oman and the other notes thereon give a true and fair view in conformity with the accounting principles generally accepted in India: (i) in the case of the Reformatted Consolidated Balance Sheets, of the state of affairs of the Group as at 31 st March 2009, 2008 and 2007, F 6
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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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The Equity Shares are being offered
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market for our equity shares will n
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(of sale proceeds), a no objection/
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Date National Stock Exchange of Ind
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USE OF PROCEEDS The total proceeds
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Vesting Date No. Of Options Exercis
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EXCHANGE RATE INFORMATION The follo
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development phase. GIPL also offers
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during summer months and during the
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c) Revenues from providing services
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Intangible assets are amortized ove
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Guidelines, 1999 issued by Securiti
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and tax credit, if any, and compute
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Profit After Tax. Our profit after
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primarily by trade payables and wor
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and components are fluctuating base
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Development Authorities, Metro Rail
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Indian Road Network Kilometers (app
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plan will soon be presented to the
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The Airports Sector in India Indian
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An investment of about Rs.720,600.0
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China’s electricity consumption h
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Source Central State Private Total
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Overview BUSINESS We are the flagsh
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** formerly Bedi Seaport Limited GA
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flue chimneys, nuclear containment
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For certain large construction or i
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oriented services. In addition, we
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Kalwakruthy Stage-3-Lift Irrigation
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Name of SPV Revenue Model MNEL KBIC
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Ansaldo Oseberg D Offshore Platfor
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ACCAM S.p.A. Incinerator Plant: Eur
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Our Company, with its joint venture
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Board of Directors BOARD OF DIRECTO
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Name, Designation, DIN and Address
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Name, Designation, DIN and Address
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Mr. Parvez Umrigar, is a B. Com., A
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Mr. Himanshu Parikh Pursuant to a s
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Organisation Chart 98
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Name Number of Equity Shareholding
Page 131 and 132: Shareholding Pattern PRINCIPAL SHAR
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Page 135 and 136: Equity Shares allotted to a QIB pur
Page 137 and 138: FIIs are permitted to participate t
Page 139 and 140: The submission of an Application Fo
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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Page 165 and 166: TAXATION The information provided b
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Page 169 and 170: 8. As per Section 74 Short-term cap
Page 171 and 172: long-term capital gains. Balance lo
Page 173 and 174: LEGAL PROCEEDINGS Save as described
Page 175 and 176: lack list GIL and also its allied/s
Page 177 and 178: Index to financial statements: FINA
Page 179 and 180: Sr. No. UNAUDITED FINANCIAL RESULTS
Page 181: from the foreign currency receivabl
Page 185 and 186: REFORMATTED CONSOLIDATED BALANCE SH
Page 187 and 188: GAMMON INDIA LIMITED REFORMATTED CO
Page 189 and 190: GAMMON INDIA LIMITED REFORMATTED CO
Page 191 and 192: GAMMON INDIA LIMITED SCHEDULES FORM
Page 197 and 198: 31.03.09 31.03.08 31.03.07 Rs.inMil
Page 201 and 202: SCHEDULE 15A SUNDRY EXPENSES INCLUD
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Page 205 and 206: 5. Research and Development Expense
Page 207 and 208: (c) Work in progress from manufactu
Page 209 and 210: Basic Earning Per Share is calculat
Page 211 and 212: For the Year 2008- 09 For the Year
Page 213 and 214: interest and voting rights in respe
Page 215 and 216: y Busi Group. By an Agreement dated
Page 217 and 218: Maritime Services Pvt. Ltd* Modern
Page 219 and 220: the difference between outstanding
Page 221 and 222: PVAN: Term Loans from ICICI Bank ar
Page 223 and 224: foreign exchange loss of Rs. 11.20
Page 225 and 226: In respect of some road projects co
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Page 229 and 230: Further, during the year 2008-09, t
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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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