GAMMON INDIA LIMITED

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Regulations and that it is not prohibited by the SEBI or any other statutory authority from buying, selling or dealing in securities. Each purchaser of Equity Shares in the Issue also acknowledges that it has been afforded an opportunity to request from the Company and review information relating to the Company and the Equity Shares. The information on the Company‘s website or the websites of the Joint Global Co-ordinators does not constitute nor form part of this Preliminary Placement Document. This Preliminary Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such documents. References herein to ―you‖ or ―your‖ is to the prospective investors in the Issue. REPRESENTATIONS BY INVESTORS By subscribing to any Equity Shares under the Issue, you are deemed to have represented, warranted, acknowledged and agreed to the Company and the Joint Global Co-ordinators as follows: you are a Qualified Institutional Buyer as defined in Regulation 2(1)(zd) of the SEBI Regulations and undertake to acquire, hold, manage or dispose of any Equity Shares that are allocated to you for the purposes of your business in accordance with Chapter VIII of the SEBI Regulations; if you are a resident in any other country other than India you are permitted by all applicable laws to acquire Equity Shares in such country; if you are allotted Equity Shares pursuant to the Issue, you shall, for a period of one year from the date of Allotment, sell the Equity Shares so acquired only on the floor of the Stock Exchanges; you are aware that the Equity Shares have not been and will not be registered under the SEBI regulations or under any other law in force in India. This Preliminary Placement Document has not been reviewed by the SEBI, the RBI, the Stock Exchanges or any other regulatory or listing authority and is intended only for use by QIBs. Further, the Preliminary Placement Document has not been verified or affirmed by the SEBI or the Stock Exchanges and will not be filed with the Registrar of Companies. This Preliminary Placement Document has been filed with the Stock Exchanges for record purposes only and has been displayed on the websites of the Company and the Stock Exchanges; you are entitled to subscribe for the Equity Shares under the laws of all relevant jurisdictions which apply to you and that you have fully observed such laws and obtained all such governmental and other consents in each case which may be required thereunder and complied with all necessary formalities; you are entitled to acquire the Equity Shares under the laws of all relevant jurisdictions and that you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in the Preliminary Placement Document) and will honour such obligations; neither the Company nor the Joint Global Co-ordinators are making any recommendations to you, advising you regarding the suitability of any transactions they may enter into in connection with the Issue; your participation in the Issue is on the basis that you are not and will not be a client of the Joint Global Co-ordinators and that the Joint Global Co-ordinators or any of their respective shareholders, directors, officers, employees, counsel, representatives, agents or affiliates have no duties or responsibilities to you for providing the protection afforded to their clients or customers or for providing advice in relation to the Issue and are in no way acting in a fiduciary capacity; all statements other than statements of historical fact included in this Preliminary Placement Document, including, without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our business), are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause actual results to be materially iii
different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding our present and future business strategies and environment in which we will operate in the future. You should not place undue reliance on forward-looking statements, which speak only as at the date of this Preliminary Placement Document. The Company assumes no responsibility to update any of the forward-looking statements contained in the Preliminary Placement Document; you are aware and understand that the Equity Shares are being offered only to QIBs and are not being offered to the general public and the Allotment of the Equity Shares shall be on a discretionary basis; you have made, or been deemed to have made, as applicable, the representations set forth in the ―Selling Restrictions‖ and ―Transfer Restrictions‖; you have been provided a serially numbered copy of this Preliminary Placement Document and have read the Preliminary Placement Document in their entirety; that in making your investment decision, (i) you have relied on your own examination of the Company, its subsidiaries and the terms of the Issue, including the merits and risks involved, (ii) you have made your own assessment of the Company, its subsidiaries, the Equity Shares and the terms of the Issue based on such information as is publicly available, (iii) you have consulted your own independent advisors or otherwise have satisfied yourself concerning, without limitation, the effects of local laws, (iv) you have relied solely on the information contained in the Preliminary Placement Document and no other disclosure or representation by the Company or any other party; (v) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of the Company and the Equity Shares; and (vi) relied upon your investigation and resources in deciding to invest in the Issue; neither of the Joint Global Co-ordinators nor any of their respective shareholders, directors, offices, employees, counsel, representatives, agents or affiliates, have provided you with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares (including the Issue and the use of proceeds from the Equity Shares). You will obtain your independent tax advice from a reputable service provider and will not rely on the Joint Global Co-ordinators or any of their respective shareholders, directors, offices, employees, counsel, representatives, agents or affiliates, when evaluating the tax consequences in relation to the Equity Shares (including, in relation to the Issue and the use of proceeds from the Equity Shares). You waive, and agree not to assert any claim against, either of the Joint Global Co-ordinators or any of their respective shareholders, directors, offices, employees, counsel, representatives, agents or affiliates, with respect to the tax aspects of the Equity Shares or a result of any tax audits by tax authorities, whenever situated; you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Equity Shares and you and any accounts for which you are subscribing for the Equity Shares (i) are each able to bear the economic risk of the investment in the Equity Shares, (ii) will not look to the Company and/or any of the Joint Global Co-ordinators or any of their respective shareholders, directors, offices, employees, counsel, representatives, agents or affiliates, for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Equity Shares, (iv) have no need for liquidity with respect to the investment in the Equity Shares, and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Equity Shares; that where you are acquiring the Equity Shares for one or more managed accounts, you represent and warrant that you are authorized in writing, by each such managed account to acquire the Equity Shares for each managed account and to make (and you hereby make) the representations, warranties, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to ―you‖ to include such accounts; you are not a Promoter and are not a person related to the Promoter, either directly or indirectly and your Bid does not directly or indirectly represent the Promoter or promoter group or person related to the Promoter/ promoter group of the Company; iv
Page 1 and 2: The information in this Preliminary
Page 3: NOTICE TO INVESTORS The Company acc
Page 7 and 8: your decision to accept an invitati
Page 9 and 10: SEBI nor any other regulatory autho
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
Page 19 and 20: ased in Italy that is engaged in th
Page 21 and 22: Our Strategy for our short-term com
Page 23 and 24: Sr. No. SUMMARY FINANCIAL INFORMATI
Page 25 and 26: REFORMATTED CONSOLIDATED BALANCE SH
Page 27 and 28: REFORMATTED CONSOLIDATED PROFIT AND
Page 29 and 30: REFORMATTED CONSOLIDATED CASH FLOW
Page 31 and 32: RISK FACTORS An investment in equit
Page 33 and 34: the tender, the contract is usually
Page 35 and 36: As the revenue structure for the SP
Page 37 and 38: of actual traffic volume. Adverse d
Page 39 and 40: esult in decreased sales of our pro
Page 41 and 42: in two or three years) of interest
Page 43 and 44: If our subsidiaries or SPVs default
Page 45 and 46: Our inability to obtain, renew or m
Page 47 and 48: As of March 31, 2009, our contingen
Page 49 and 50: on which such additional financing
Page 51 and 52: The Equity Shares are being offered
Page 53 and 54: market for our equity shares will n
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(of sale proceeds), a no objection/
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Date National Stock Exchange of Ind
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USE OF PROCEEDS The total proceeds
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Vesting Date No. Of Options Exercis
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EXCHANGE RATE INFORMATION The follo
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development phase. GIPL also offers
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during summer months and during the
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c) Revenues from providing services
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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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