EIH Associated - Outcome of Board Meeting (Revised)

• Security Code: 523127
• Company: EIHAHOTELS

With reference to the previous announcement regarding Outcome of Board Meeting held on January 30, 2006, EIH Associated Hotels Ltd has announced the following revised announcement:

The Board of Directors of the Company at its meeting held on January 30, 2006, has approved of Schemes of Amalgamation and Reconstruction as follows:

1. A proposed Scheme of Arrangement for Amalgamation of Indus Hotels Corporation Ltd with the Company with effect from April 01, 2005. In terms of such amalgamation and in consideration thereof, the Company will issue and allot to the shareholders of Indus Hotels Corporation Ltd 1 Equity Share of Rs 10/-each in the Company for every 9 Equity Shares of Rs 10/- each held by the said Shareholders in Indus Hotels Corporation Ltd.

2. A proposed Scheme of Arrangement for Reconstruction of EIH Ltd and the Company whereby and whereunder two hotels of EIH Ltd viz., The Oberoi Cecil, Shimla and Trident Hilton, Bhubaneshwar, will be transferred to the Company with effect from April 01, 2006. The rest of the business and undertaking of EIH Ltd will continue to remain with EIH Ltd. In consideration of the transfer, the Company will issue and allot to EIH Ltd, 10,00,000, 4% Redeemable Non-Cumulative Preference Shares of Rs 100/- each and 68,99,261, 6% Redeemable Unsecured Debentures of Rs 100/- each, credited as fully paid in the Company.

Lazard India Pvt Ltd are the sole Financial Advisers to the Company in respect of the above amalgamation and business reconstruction.

The Schemes have been prepared in consultation with Khaitan & Co., Advocates, Kolkata who are the Legal Advisers to the respective Companies for the said Schemes. The consideration for the aforesaid Schemes are based on the recommendations of Bansi S Mehta & Co, Chartered Accountants, Mumbai and a fairness opinion of Lazard India Pvt Ltd, Financial Advisers.

The Schemes are subject to and conditional upon the requisite approvals being received therefore, including approval of shareholders and sanction of the High Courts at Calcutta and Madras under Sections 391 and 394 of the Companies Act, 1956.