GAMMON INDIA LIMITED

Placement Agreement
PLACEMENT
The Joint Global Co-ordinators have entered into a agreement with the Company (the ―Placement Agreement‖),
pursuant to which the Joint Global Co-ordinators have agreed to place, on a best efforts basis, up to such number of
the Equity Shares, the aggregate subscription amount of which shall be up to Rs. 200 million, to Qualified
Institutional Buyers, pursuant to Chapter VIII of the SEBI Regulations, outside the United States on reliance with
Regulation S under the Securities Act.
The Placement MoU contains customary representations and warranties, as well as indemnities from the Company
and is subject to termination in accordance with the terms contained therein.
Applications shall be made to list the Equity Shares issued pursuant to the Issue and admit them to trading on the
Stock Exchanges. No assurance can be given as to the liquidity or sustainability of the trading market for such
Equity Shares, the ability of holders of the Equity Shares to sell their Equity Shares or the price at which holders of
the Equity Shares will be able to sell their Equity Shares.
This Preliminary Placement Document has not been, and will not be, registered as a prospectus with the RoC and,
no Equity Shares will be offered in India or overseas to the public or any members of the public in India or any other
class of investors, other than QIBs.
In connection with the Issue, the Joint Global Co-ordinators (or their respective affiliates) may, for their own
accounts, enter into asset swaps, credit derivatives or other derivative transactions relating to the Equity Shares at
the same time as the offer and sale of the Equity Shares, or in secondary market transactions. As a result of such
transactions, the Joint Global Co-ordinators may hold long or short positions in such Equity Shares. These
transactions may comprise a substantial portion of the Issue and no specific disclosure will be made of such
positions. Affiliates of the Joint Global Co-ordinators may purchase Equity Shares and be allocated Equity Shares
for proprietary purposes and not with a view to distribution or in connection with the issuance of P-Notes. Please see
―Offshore Derivative Instruments‖.
Lock-up
The Company will not, for a period of 90 days from the date of the Placement Document, without the prior written
consent of the Book Running Lead Managers, (A) directly or indirectly, issue, offer, contract to sell or issue, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase
or otherwise transfer or dispose of any Equity Shares or any securities convertible into or exercisable or
exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing, (B) enter into
any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, any of
the economic consequences of ownership of the Equity Shares or any securities convertible into or exercisable or
exchangeable for Equity Shares or publicly announce an intention to enter into any such transaction, whether any
such swap or transaction described in clause (A) or (B) hereof is to be settled by delivery of Equity Shares or such
other securities, in cash or otherwise, or (C) deposit Equity Shares or any securities convertible into or exercisable or
exchangeable for Equity Shares or which carry the right to subscribe for or purchase Equity Shares in depositary
receipt facilities or enter into any transaction (including a transaction involving derivatives) having an economic
effect similar to that of a sale or a deposit of Equity Shares in any depositary receipt facility, or publicly announce
any intention to enter into any transaction. The foregoing sentence shall not apply to: (i) any issuance, sale, transfer
or disposition of Equity Shares by the Company to the extent such issuance, sale, transfer or disposition is required
by Indian law; (ii) any issuance of Equity Shares by the Company upon exercise of options outstanding as at the date
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