GAMMON INDIA LIMITED

You are, at the time the Equity Shares are purchased pursuant to Regulation S, located outside the United
States (within the meaning of Regulation S) and you are not an affiliate of the Company or a person
acting on behalf of such an affiliate; and
Each of the representations, warranties, acknowledgements and agreements set out above shall continue
to be true and accurate at all times up to and including the Allotment, listing and trading of the Equity
Shares in the Issue.
DISCLAIMER CLAUSE OF THE STOCK EXCHANGES
As required, a copy of this Preliminary Placement Document has been submitted to the Stock Exchanges. The
Stock Exchanges do not in any manner:
1. warrant, certify or endorse the correctness or completeness of any of the contents of the Preliminary
Placement Document;
2. warrant that the Company‘s Equity Shares will be listed or will continue to be listed on the Stock
Exchanges; or
3. take any responsibility for the financial or other soundness of the Company, its Promoter, its
management or any scheme or project of the Company; and
it should not for any reason be deemed or construed to mean that the Preliminary Placement Document has been
cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquire any
Equity Shares of the Company may do so pursuant to an independent inquiry, investigation and analysis and
shall not have any claim against the Stock Exchanges whatsoever by reason of any loss which may be suffered
by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.
OFFSHORE DERIVATIVE INSTRUMENTS
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 15A(1) of the SEBI (Foreign Institutional Investors) Regulations, 1995, as amended, (the ―FII
Regulations‖) an FII may issue or otherwise deal in offshore derivative instruments such as participatory notes,
equity-linked notes or any other similar instruments against underlying securities (all such offshore derivative
instruments are referred to herein as ―P-Notes‖) listed or proposed to be listed on any stock exchange in India
only in favour of those entities which are regulated by an appropriate foreign regulatory authorities in the
countries of their incorporation or establishment subject to compliance with ―know your client‖ requirements.
An FII shall also ensure that no further issue or transfer of any instrument referred to above is made to any
person other than such entities regulated by appropriate foreign regulatory authorities. P-Notes have not been
and are not being offered or sold pursuant to this Preliminary Placement Document. This Preliminary Placement
Document does not contain any information concerning P-Notes, including, without limitation, any information
regarding any risk factors relating thereto. In terms of the FII Regulations, as amended with effect from May 22,
2008, no sub-account of an FII is permitted to directly or indirectly issue P-Notes.
Any P-Notes that may be issued are not securities of the Company and do not constitute any obligation of,
claims on or interests in the Company. The Company has not participated in any offer of any P-Notes, or in the
establishment of the terms of any P-Notes, or in the preparation of any disclosure related to the P-Notes. Any P-
Notes that may be offered are issued by, and are the sole obligations of, third parties that are unrelated to the
Company. The Company does not make any recommendation as to any investment in P-Notes and does not
accept any responsibility whatsoever in connection with the P-Notes. Any P-Notes that may be issued are not
securities of the Joint Global Co-ordinators and do not constitute any obligations or claims on the Joint Global
Co-ordinators. FII affiliates of the Joint Global Co-ordinators may purchase, to the extent permissible under law,
Equity Shares in the Issue, and may issue P-Notes in respect thereof.
Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate
disclosures as to the issuer(s) of such P-Notes and the terms and conditions of any such P-Notes. Neither
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