GAMMON INDIA LIMITED

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Indian stock exchanges and other regulatory bodies that, in some cases, have had a negative effect on market sentiment. Similar problems could occur in the future and, if they do, they could harm the market price and liquidity of the Equity Shares. Economic developments and volatility in securities markets in other countries may cause the price of our equity shares to decline. The Indian economy and its securities markets are influenced by economic developments and volatility in securities markets in other countries. Investors’ reactions to developments in one country may have adverse effects on the market price of securities of companies located in other countries, including India. For instance, the economic downturn globally has adversely affected market prices in the world’s securities markets, including the Indian securities markets. Negative economic developments, such as rising fiscal or trade deficits, or a default on sovereign debt, in other emerging market countries may affect investor confidence and cause increased volatility in Indian securities markets and indirectly affect the Indian economy in general. Currency exchange rate fluctuations may affect the value of our equity shares. The exchange rate between the Indian Rupee and the U.S. Dollar has changed substantially in recent years and may fluctuate substantially in the future. Fluctuations in the exchange rate between the U.S. Dollar and the Indian Rupee may affect the value of your investment in the Equity Shares. Specifically, if there is a change in relative value of the Indian Rupee to the U.S. Dollar, each of the following values will also be affected: the U.S. Dollar equivalent of the Indian Rupee trading price of our equity shares in India; the U.S. Dollar equivalent of the proceeds that you would receive upon the sale in India of any of our equity shares; and the U.S. Dollar equivalent of cash dividends, if any, on our equity shares, which will be paid only in Indian Rupees. You may be unable to convert Indian Rupee proceeds into foreign currencies or the rate at which any such conversion could occur could fluctuate. In addition, our market valuation could be seriously harmed by the devaluation of the Indian Rupee, if non-India investors analyze our value based on the foreign currency equivalent of our financial condition and results of operations. You may be liable for capital gains tax. Under current Indian tax laws and regulations, capital gains arising from the sale of shares in an Indian company are generally taxable in India. Any gain realized on the sale of listed equity shares on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if securities transaction tax (“STT”) has been paid on the transaction. STT will be levied on and collected by a domestic stock exchange on which the Equity Shares are sold. Any gain realized on the sale of equity shares held for more than 12 months to an Indian resident, which are sold other than on a recognized stock exchange and on which no STT has been paid, will be subject to long-term capital gains tax in India. Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will be subject to shortterm capital gains tax in India. Capital gains arising from the sale of the Equity Shares will be exempt from taxation in India in cases where the exemption from taxation in India is provided under a treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their own jurisdiction on a gain upon the sale of Equity Shares. See “Taxation”. You may be subject to certain foreign exchange regulations of India. Under the foreign exchange regulations currently in force in India, transfer of equity shares between nonresidents and residents are freely permitted only if they comply with the pricing guidelines specified by the RBI. If the Equity Shares sought to be transferred are not in compliance with such pricing guidelines then the prior approval of the RBI shall be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of Equity Shares in India into foreign currency and repatriate that foreign currency from India will have to comply with the guidelines issued in this regard. Further, prior to such repatriation 25
(of sale proceeds), a no objection/tax clearance certificate from the income tax authority would be required. The Company cannot assure investors that any required approval from the RBI or any other Government agency can be obtained on any particular terms or at all. 26
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GAMMON INDIA LIMITED (Incorporated
Page 3 and 4: NOTICE TO INVESTORS The Company acc
Page 5 and 6: usiness strategies and environment
Page 7 and 8: epresentation, warranty or statemen
Page 9 and 10: SEBI nor any other regulatory autho
Page 11 and 12: FORWARD LOOKING STATEMENTS All stat
Page 13 and 14: Term Description Company in consult
Page 15 and 16: Term Description NH National Highwa
Page 17 and 18: Lock-up The Company will not, for a
Page 19 and 20: ased in Italy that is engaged in th
Page 21 and 22: for our short-term commercial paper
Page 23 and 24: Sr. No. SUMMARY FINANCIAL INFORMATI
Page 25 and 26: REFORMATTED CONSOLIDATED BALANCE SH
Page 27 and 28: REFORMATTED CONSOLIDATED PROFIT AND
Page 29 and 30: REFORMATTED CONSOLIDATED CASH FLOW
Page 31 and 32: RISK FACTORS An investment in equit
Page 33 and 34: affect on the profit margins that w
Page 35 and 36: As the revenue structure for the SP
Page 37 and 38: of actual traffic volume. Adverse d
Page 39 and 40: esult in decreased sales of our pro
Page 41 and 42: in two or three years) of interest
Page 43 and 44: If our subsidiaries or SPVs default
Page 45 and 46: Our inability to obtain, renew or m
Page 47 and 48: As of March 31, 2009, our contingen
Page 49 and 50: on which such additional financing
Page 51 and 52: The Equity Shares are being offered
Page 53: market for our equity shares will n
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
Page 73 and 74: Guidelines, 1999 issued by Securiti
Page 75 and 76: and tax credit, if any, and compute
Page 77 and 78: Profit After Tax. Our profit after
Page 79 and 80: primarily by trade payables and wor
Page 81 and 82: and components are fluctuating base
Page 83 and 84: Development Authorities, Metro Rail
Page 85 and 86: Indian Road Network Kilometers (app
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 and 102: flue chimneys, nuclear containment
Page 103 and 104: 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
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Shareholding Pattern PRINCIPAL SHAR
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Sl. No. Name of the Shareholder Lim
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Equity Shares allotted to a QIB pur
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FIIs are permitted to participate t
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The submission of an Application Fo
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ank). The QIB will be required to d
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Placement Agreement PLACEMENT The J
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SELLING RESTRICTIONS The distributi
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the shares, debentures and units of
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TRANSFER RESTRICTIONS Purchasers of
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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
Page 305 and 306:
the reasonable certainty that in fu
Page 307:
ISSUER Gammon India Limited REGISTE
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GAMMON INDIA LIMITED

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