GAMMON INDIA LIMITED

TRANSFER RESTRICTIONS
Purchasers of the Equity Shares in this Issue are not permitted to sell the Equity Shares for a period of one year from
the date of allotment except through the Stock Exchanges.
Subject to the foregoing:
U.S. Offer Transfer Restrictions
You have received a copy of the Preliminary Placement Document and such other information as you deem
necessary to make an informed decision and that you are not relying on any other information or the
representation concerning the Company or the Equity Shares and neither the Company nor any other person
responsible for this document or any part of it or the Joint Global Co-ordinators will have any liability for
any such other information or representation;
You are purchasing the Equity Shares in an offshore transaction meeting the requirements of Rule 903 or
904 of Regulation S and you agree that you will not offer, sell, pledge or otherwise transfer such Equity
Shares except in an offshore transaction complying with Regulation S or pursuant to any other available
exemption from registration under the Securities Act and in accordance with all applicable securities laws
of the states of the United States and any other jurisdiction, including India;
You are authorized to consummate the purchase of the Equity Shares in compliance with all applicable
laws and regulations;
You acknowledge (or if you are a broker-dealer acting on behalf of a customer, your customer has
confirmed to you that such customer acknowledges) that such Equity Shares have not been and will not be
registered under the Securities Act;
You certify that either (A) you are, or at the time the Equity Shares are purchased will be, the beneficial
owner of the Equity Shares and are located outside the United States (within the meaning of Regulation S)
or (B) you are a broker-dealer acting on behalf of your customer and your customer has confirmed to you
that (i) such customer is, or at the time the Equity Shares are purchased will be, the beneficial owner of the
Equity Shares, and (ii) such customer is located outside the United States (within the meaning of
Regulation S); and
The Company, Joint Global Co-ordinators, their respective affiliates and others will rely upon the truth and
accuracy of your representations, warranties, acknowledgements and undertakings set out in this document,
each of which is given to (a) the Joint Global Co-ordinators on their own behalf and on behalf of the
Company, and (b) to the Company, and each of which is irrevocable and, if any of such representations,
warranties, acknowledgements or undertakings deemed to have been made by virtue of your purchase of
the Equity Shares are no longer accurate, you will promptly notify the Company.
Any resale or other transfer or attempted resale or other transfer, made other than in compliance with the above
stated restrictions will not be recognized by the Company.
120