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GAMMON INDIA LIMITED

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NOTICE TO INVESTORS<br />

The Company accepts full responsibility for the information contained in this Preliminary Placement Document<br />

and to the best of its knowledge and belief, having made all reasonable enquiries, confirms that this Preliminary<br />

Placement Document contains all information with respect to the Company, its subsidiaries and the Equity<br />

Shares, which is material in the context of this Issue. The statements contained in this Preliminary Placement<br />

Document relating to the Company, its subsidiaries and the Equity Shares are, in all material respects, true and<br />

accurate and not misleading, the opinions and intentions expressed in this Preliminary Placement Document<br />

with regard to the Company, its subsidiaries and the Equity Shares are honestly held, have been reached after<br />

considering all relevant circumstances, are based on information presently available to the Company and are<br />

based on reasonable assumptions. There are no other facts in relation to the Company, its subsidiaries and the<br />

Equity Shares, the omission of which would, in the context of the Issue, make any statement in this Preliminary<br />

Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by<br />

the Company to ascertain such facts and to verify the accuracy of all such information and statements.<br />

IDFC-SSKI Limited and India Infoline Limited, the Joint Global Co-ordinators, have not separately verified the<br />

information contained in this Preliminary Placement Document (financial, legal or otherwise).<br />

Accordingly, neither the Joint Global Co-ordinators nor any of their respective members, employees, counsel,<br />

officers, directors, representatives, agents or affiliates makes any express or implied representation, warranty or<br />

undertaking, and no responsibility or liability is accepted, by the Joint Global Co-ordinators, as to the accuracy<br />

or completeness of the information contained in this Preliminary Placement Document or any other information<br />

supplied in connection with the Equity Shares. Each person receiving this Preliminary Placement Document<br />

acknowledges that such person has neither relied on the Joint Global Co-ordinators nor on any person affiliated<br />

with the Joint Global Co-ordinators in connection with its investigation of the accuracy of such information or<br />

its investment decision, and each such person must rely on its own examination of the Company and its<br />

subsidiaries and the merits and risks involved in investing in the Equity Shares issued pursuant to the Issue.<br />

No person is authorised to give any information or to make any representation not contained in this Preliminary<br />

Placement Document and any information or representation not so contained must not be relied upon as having<br />

been authorised by or on behalf of the Company or the Joint Global Co-ordinators. The delivery of this<br />

Preliminary Placement Document at any time does not imply that the information contained in it is correct as at<br />

any time subsequent to its date.<br />

The Equity Shares have not been approved, disapproved or recommended by any regulatory authority in<br />

any jurisdiction. No authority has passed on or endorsed the merits of this offering or the accuracy or<br />

adequacy of this Preliminary Placement Document.<br />

The distribution of this Preliminary Placement Document and the Issue may be restricted by law in certain<br />

jurisdictions. As such, this Preliminary Placement Document does not constitute, and may not be used for or in<br />

connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not<br />

authorised or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has<br />

been taken by the Company and the Joint Global Co-ordinators which would permit an offering of the Equity<br />

Shares or distribution of this Preliminary Placement Document in any country or jurisdiction, other than India,<br />

where action for that purpose is required. Any representation to the contrary is a criminal offence in the United<br />

States and may be a criminal offence in other jurisdictions. Accordingly, the Equity Shares may not be offered<br />

or sold, directly or indirectly, and neither this Preliminary Placement Document nor any other offering materials<br />

in connection with the Equity Shares may be distributed or published in or from any country or jurisdiction,<br />

except under circumstances that will result in compliance with any applicable rules and regulations of any such<br />

country or jurisdiction.<br />

In making an investment decision, investors must rely on their own examination of the Company, its<br />

subsidiaries and the terms of this Issue, including the merits and risks involved. Investors should not construe<br />

the contents of this Preliminary Placement Document as legal, tax, accounting or investment advice. Investors<br />

should consult their own counsel and advisors as to business, legal, tax, accounting and related matters<br />

concerning this Issue. In addition, neither the Company nor the Joint Global Co-ordinators are making any<br />

representation to any offeree or purchaser of the Equity Shares regarding the legality of an investment in the<br />

Equity Shares by such offeree or purchaser under applicable legal, investment or similar laws or regulations.<br />

Each purchaser of the Equity Shares in this Issue is deemed to have acknowledged, represented and agreed that<br />

it is eligible to invest in India and in the Company under Indian law, including Chapter VIII of the SEBI<br />

ii

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