GAMMON INDIA LIMITED

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Order book as of September 30, 2009 (Rs. in millions) Industrial Structures and Buildings 4,182.74 Total 131,787.14 Our subsidiaries/joint venture Sofinter 35,246.20 *† FTM 17,500.25 * SAE Powerlines 3,150.05 * * Based on the conversion of €1 to Rs.70.0010, being the reference rate as on September 30, 2009 provided by the European Central Bank. † As of September 30, 2009, the Company holds 50.00% of Sofinter. Our Competitive Strengths We believe that we are well positioned to take advantage of the growth opportunities in the Indian civil engineering, construction, infrastructure and power sectors because of the following strengths: Quality and strength of execution: We have a strong track record in the successful development and execution of EPC and infrastructure projects. In 2009, we received OHSAS 18001:2007 and ISO 14001:2004 from BM TRADA as recognition of our occupational health and safety management system and environmental management system in the construction of civil engineering structures and pipeline projects. Our strength in execution can also be evidenced by our timely completion of projects. Our access to financing sources, partners and industry expertise enables us to value new projects effectively, assess risks properly and compare evaluation results against our experience. We believe that our expertise in the successful and timely execution of projects provides us with a significant competitive advantage. Technical, engineering and in-house design capabilities: We have in-house design capabilities with staff possessing professional qualifications and experience in undertaking the design of all types of civil engineering structures. We also have the latest software in executing these designs. As on September 30, 2009, we had a team of 74 skilled employees in our in-house design department. Over the years, we have introduced several advanced technologies to India, such as extra-dosed bridge, slipform technology for tapered chimney, thin shell structures, cantilever construction technology, hyperbolic cooling towers, multi-flue chimneys, nuclear containment structures in pre-stressed concrete (―PSC‖) and segmental construction technique for reinforced concrete piles. Diversified business model: Our projects, both completed and in the construction phase, are spread across different sectors and are geographically spread across various states in India and certain countries overseas. Currently, we are executing 167 projects across India. We also have operations, primarily power transmission and distribution projects, in countries such as Oman, Ethiopia, Nigeria, Algeria, Kenya and Afghanistan. We believe that through such sectoral and geographic diversity, we are able to effectively mitigate operational risks of specific sectors and geographical locations in India or a particular country where we operate. The northern, southern, eastern and western part of India accounted for 32.22%, 30.21%, 19.71% 17.86%, respectively, of the order book of our Company on September 30, 2009. Further, we have a project portfolio with a healthy mix of fixed and market-driven revenue streams. Approximately 35.00% of our contracts are fixed price contracts, with the rest containing price variation clauses. We believe that the blended project portfolio offer us significant upside potential with market-based projects and stable revenues from assured-return projects. Ability to mobilize financial resources: We believe that with our experience in raising capital (both by way of debt and equity) through efficient structures in the financial markets, we are suitably poised to take advantage of future opportunities in the infrastructure sector. During the year ended March 31, 2006, we successfully completed a global depositary receipt offering of US$100.00 million. In April 2008, we successfully listed our infrastructure development business in India, raising Rs.2,763.85 million for new projects. Furthermore, on March 4, 2009, CARE assigned an ―AA‖ rating for our nonconvertible debentures of Rs.3.00 billion, and on October 22, 2009, CARE assigned a ―PR1+‖ rating xix
Our Strategy for our short-term commercial paper of Rs.4.00 billion. CARE has also assigned an ―AA‖ rating for our long-term bank facilities and a ―PR1+‖ rating for our short-term bank facilities, under BASEL II norms, aggregating Rs.37.00 billion. As the sectors that we operate in are highly capital-intensive, we believe that our ability to mobilize financial resources efficiently gives us a competitive advantage over our competitors. Substantial experience in infrastructure development: Our subsidiary, GIPL, is among the first companies in India incorporated exclusively to participate in infrastructure development through the PPP model. We believe that the PPP model is increasingly becoming the preferred model for construction and operation of highways, ports and other infrastructure services in India. The PPP model offers significant advantages in terms of attracting private capital in the creation of public infrastructure as well as in improving efficiencies in the provision of services to users. A PPP model also brings in specialization in implementation of projects. Further, a number of initiatives have been taken in recent years under India's 11 th Plan by both the central and state Governments to promote infrastructure development through PPPs. We have significant experience with the development, operations and maintenance of road, bridge and port projects in India and we believe that this will help us ensure the continued growth of our business operations through participation in PPP infrastructure projects. Experienced management team and highly qualified personnel: As on September 30, 2009, our Company had an experienced management team and technically qualified work force of 3,976 employees. In addition, our Company had 9,250 skilled project-specific employees. Our experience in the Indian construction industry enables us to estimate and manage costs for the fixed-price projects for which we bid. We provide our staff with a high growth environment, competitive compensation packages and continuous training programs. We believe that the combination of these factors has been successful in reducing our attrition rates. Gammon brand and synergies within the Gammon Group: Due to our long-standing history, we believe that our brand enjoys strong brand recognition in India. Over the years, we have received several recognitions and awards from various industry bodies, such as International Federation of Asian and Western Pacific Contractors Association (IWPACA), India Institute of Bridge Engineering, the Indian Concrete Institute and Association of Consulting Civil Engineers (India). As an integrated company, we have built upon the synergy we have derived from our strong brand recognition in other lines of business. Our vision is to be a world-class construction and infrastructure enterprise committed to quality, timely completion of projects, customer satisfaction, continuous learning and enhancement of stakeholders‘ value. Some of our key business strategies include: Capture high growth opportunities throughout India: We intend to target specific sectors and geographical areas where we believe there is high growth potential. We also intend to exploit our competitive advantages in these high-value businesses, and will continue to evaluate and explore the opportunities in the roads, transportation and power sectors. In particular, we believe that the road and transportation sectors will provide significant opportunities, which may come as BOT projects that we undertake with third parties as an EPC contractor or with our subsidiary, GIPL. We also expect the power sector to experience robust growth, and we are positioning ourselves to capture these opportunities by leveraging our experience and project execution capabilities in the construction of thermal, hydroelectric and nuclear power plants. We intend to form joint ventures for a number of power projects as well as bid for the ancillary construction work associated with these projects. Enhance our EPC capabilities: Quality of work and timely completion of projects are critical to our EPC and construction business. As a result, we aim to: - consistently deliver a quality product, meeting all relevant specifications and requirements; - achieve customer satisfaction through cost effective and timely completion; - motivate and train our staff for continual improvement of productivity and quality standards; and - update and implement our procedures in line with developments in international standards. xx
Page 1 and 2: The information in this Preliminary
Page 3 and 4: NOTICE TO INVESTORS The Company acc
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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
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Page 57 and 58: Date National Stock Exchange of Ind
Page 59 and 60: USE OF PROCEEDS The total proceeds
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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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Our Strategy flue chimneys, nuclear
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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 Platform
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ITEA ACCAM S.p.A. Incinerator Plant
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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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A B Desai C Bhattacharjee K Jayacha
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Shareholding Pattern PRINCIPAL SHAR
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Sl. No. Name of the Shareholder Tot
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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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proportion as the capital paid on t
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The information provided below sets
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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
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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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