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GAMMON INDIA LIMITED

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INDEPENDENT AUDIT REPORT PURSUANT TO<br />

ART. 2409-TER OF THE ITALIAN CIVIL CODE<br />

(Translation from the Italian original which remains the definitive version)<br />

To shareholders of<br />

FRANCO TOSI MECCANICA S.p.A.<br />

1. We have audited the financial statements of FRANCO TOSI MECCANICA S.p.A. as at<br />

closed on December 31 st , 2008. It is FRANCO TOSI MECCANICA S.p.A. directors’<br />

responsibility to draw up the balance sheet. It is our duty to make our professional<br />

judgment on the balance sheet according to the audit.<br />

2. Our audit has been planned and accomplished in accordance with the audit’s decreed<br />

accounting standards with the aim of acquiring any element necessary in order to<br />

establish whether the balance sheet is invalidated by significant errors and results<br />

reliable on the whole. The review proceedings include a spot check audit of the certified<br />

elements proving the certainty of all the information within the balance sheet, besides<br />

assessing the sufficiency and accuracy of the accounting policies used and of the<br />

plausibility of the estimate made by directors. We regard the work performed as a<br />

reasonable reference for the exercise of our professional judgment.<br />

3.<br />

As regard to the judgment related to the previous financial year, whose data is supplied<br />

as a comparison reference in compliance with the law, the report we issued on March<br />

28 th , 2008 is to be taken into account.<br />

According to our point of view, the financial statement as of December 31 st , 2008<br />

relating to FRANCO TOSI MECCANICA S.p.A. is compliant with the International<br />

Financial Reporting Standards adopted by the European Union; it is therefore drawn up<br />

clearly and truthfully represents the balance sheet and financial position, the income<br />

statement, the changes in the net equity and the cash flow of FRANCO TOSI<br />

MECCANICA S.p.A. relating to the financial year for which accounts have been closed<br />

on that date.<br />

Societˆ di Revisione e di Organizzazione Contabile<br />

Registro Imprese 1436524<br />

Iscritta al Registro dei Revisori Contabili n. 48924<br />

Iscritta all'Albo CONSOB di cui all'Art. 161 del D.Lgs. 24 Febbraio 1998 n. 58<br />

Iscritta all'Elenco Societˆ di Revisione ex Art. 15 Legge 59/92<br />

Capitale Sociale € 93.000<br />

C.F. 00856500129 - P. IVA 11064550152<br />

F<br />

71<br />

Constantin Rediva S.r.l.<br />

Via M. Gonzaga, 7<br />

20123 - Milano<br />

Italia<br />

Telefono : + 39 02 88 89 831<br />

Fax : + 39 02 86 38 19

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