LETTER of OFFER This Document Is Important and Requires Your Immediate Attention

LETTER OF OFFER This Document is important and requires your immediate attention This Letter of Offer is sent to you as a shareholder(s) of Sinclairs Hotels Limited (“Target Company”). If you require any clarifications about the action to be taken, you may consult your stockbroker or investment consultant or Manager/Registrar to the Offer. In case you have recently sold your shares in the Target Company, please hand over this Letter of Offer and the accompanying Form of Acceptance- cum- Acknowledgement, Form of Withdrawal and Transfer Deed to the purchaser of the shares of the Target Company or the member of stock exchange through whom the said sale was effected. OPEN OFFER By XANDER INVESTMENT HOLDING X, LIMITED (“Acquirer”) having its registered office at Les Cascades, Edith Cavell Street, Port Louis, Republic of Mauritius. Tel. No.: + (230) 212 9800 Fax. No.: + (230) 212 9833, E-mail: - [email protected] to the shareholders of SINCLAIRS HOTELS LIMITED (“Target Company”) having its registered office at 56A Mirza Ghalib Street, Kolkata-700016 and corporate office at 10A, Lee Road, Kolkata-700020 Tel. No.: +91-33-2280-1317/18/19/20. Fax No.: +91-33-2280-0813, E-mail: - [email protected] for the acquisition of 12,13,045 fully paid-up equity shares of Rs.10/- each, representing 20% of the emerging voting capital at a price of Rs. 172.50 per share (“Offer Price”) payable in cash, in accordance with Regulation 20(2)(a) of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (herein referred to as the “Regulations”), from the equity shareholders of the Target Company. Please Note: 1. The Offer is being made in compliance with Regulations 10, 12 and other applicable provisions of the Regulations. 2. RBI vide its letter dated 21.04.2009 has given its approval to the Acquirer for acquiring Shares validly tendered under this Offer (including Shares tendered by Non-Resident Indians). To the best of the Acquirer's knowledge, there were no other statutory approvals required to implement the Offer other than the one specified above, however, the Offer would be subject to all statutory approvals as may be required and/or may subsequently become necessary to acquire at any later date. 3. If there is any upward revision in the Offer Price/size at any time up to 7 (seven) working days prior to the date of closure of the Offer viz. 24.09.2009 or withdrawal of the Offer in terms of the Regulations, the same would also be informed by way of a Public Announcement in the same newspapers where the original Public Announcement dated 28.03.2009 had appeared. Such revised Offer Price would be payable for all the equity shares tendered any time during the Offer & accepted under the Offer. 4. Shareholders, who have accepted the Offer by tendering the requisite documents in terms of the Public Announcement / Letter of Offer, can withdraw the same upto 01.10.2009 i.e. 3 (three) working days prior to the closure of the Offer. 5. The offer is not subject to a minimum level of acceptance by the shareholders of the Target Company. 6. No Competitive bid has been announced as on the date of this Letter of Offer. 7. The procedure for acceptance is set out in Para 10 of this Letter of Offer. A Form of Acceptance– cum- Acknowledgement and a Form of Withdrawal is enclosed with this Letter of Offer. 8. A copy of the Public Announcement, First and Second Corrigendum to Public Announcement and Letter of Offer (including Form of Acceptance- cum- Acknowledgement and Form of Withdrawal) would also be available at SEBI website (www.sebi.gov.in.) from the date of opening of the Offer (i.e. 18.09.2009). A copy of the Form of Acceptance- cum- Acknowledgement and the Form of Withdrawal may also be obtained from the Registrar to the Offer. MANAGER TO THE OFFER : REGISTRAR TO THE OFFER: VC CORPORATE ADVISORS PRIVATE NICHE TECHNOLIGIES PRIVATE LIMITED LIMITED SEBI REGN NO: INM000011096 SEBI REGN NO: INR000003290 (Contact Person: Mr. Anup Kumar Sharma) (Contact person: Mr. S. Abbas) 31, Ganesh Chandra Avenue, 71, B.R.B Basu Road, D-511, 2nd Floor, Suite No. 2C, Bagree Market, Kolkata – 700 013 Kolkata-700 001 Tel: - (033) 2225 3940 / 3941/4116 Tel: (033) 2235-7271/7270/3070 Fax: (033) 2225 3941 Fax: (033) 2215-6823 Email: [email protected] E- mail: [email protected] OFFER OPENS ON : 18.09.2009 OFFER CLOSES ON : 07.10.2009 A SCHEDULE OF SOME OF THE MAJOR ACTIVITIES RELATING TO THE OFFER IS GIVEN BELOW : Original Date & Day Revised Date & Day Activities Date Day Date Day Date of Public Announcement 28.03.2009 Saturday 28.03.2009 Saturday Specified Date (for the purpose of determining the name of shareholders to whom the Letter of Offer will be sent) 17.04.2009 Friday 17.04.2009 Friday Last Date for a Competitive Bid, if any 18.04.2009 Saturday 18.04.2009 Saturday Date by which the Letter of Offer to be Dispatched to the 08.05.2009 shareholders Friday 03.09.2009 Thursday Date of Opening of the Offer 20.05.2009 Wednesday 18.09.2009 Friday Last date for revising the Offer Price/Number of Shares 28.05.2009 Thursday 24.09.2009 Thursday Last date for Withdrawal of Acceptance by shareholders 01.10.2009 03.06.2009 Wednesday Thursday who have accepted the Offer Date of Closing of the Offer 08.06.2009 Monday 07.10.2009 Wednesday Date of communicating rejection/acceptance and payment of consideration for accepted tenders and/or the unaccepted 22.06.2009 Monday 22.10.2009 Thursday equity shares certificates will be dispatched/credited. Risk Factors relating to the transaction, the proposed offer and probable risks involved in associating with the Acquirer: - 1. The Offer involves an offer to acquire 20% of the emerging voting capital of the Target Company from the shareholders of the Target Company. In the case of oversubscription in the Offer, as per the Regulations, acceptance would be determined on a proportionate basis in accordance with Regulation 21(6) of the Regulations and hence there is no certainty that all the equity shares validly tendered by the shareholders in the Offer will be accepted. 2. In the event that either (a) a regulatory approval is not received in a timely manner, or (b) there is any litigation leading to stay on the Offer, or (c) SEBI instructs the Acquirer not to proceed with the Offer, then the Offer process may be delayed beyond the schedule of activities indicated in this Letter of Offer. Consequently, the payment of consideration to the public shareholders of the Target Company whose equity shares have been accepted in the Offer as well as the return of equity shares not accepted by the Acquirer may be delayed. In case of delay, due to non-receipt of the statutory approvals, as per Regulation 22(12) of the Regulations, SEBI, may, if satisfied that the non-receipt of approval was not due to the willful default or negligence or failure to diligently pursue, on the part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer paying interest to the shareholders, as may be specified by the SEBI. Further, shareholders should note that after the last date of withdrawal i.e., 01.10.2009, the shareholders who have lodged the equity shares would not be able to withdraw them even if the acceptance of the equity shares under the Offer and dispatch of consideration gets delayed. The tendered equity shares and documents would be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed. 3. The Acquirer will have the right not to proceed with the Offer in terms of Regulation 27 of the Regulations in the event any of the statutory approvals, if any that are required are refused 4. The Acquirer intends to acquire 12,13,045 fully paid-up equity shares of Rs.10/- each, representing 20% of the emerging paid-up equity and voting share capital at a price of Rs. 172.50 per share under the Regulations. The equity shares and documents tendered in the Offer will be held in trust by the Registrar to the Offer until the completion of the Offer formalities, and the shareholders will not be able to trade such equity shares. The Acquirer makes no assurance with respect to the market price of the equity shares both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by the shareholders on whether or not to participate in the Offer. 5. The Acquirer makes no assurance with respect to the continuation of the past trend in the financial performance of the Target Company. The Acquirer and the Manager to the Offer accept no responsibility for the statements made otherwise than in the Public Announcement or this Letter of Offer or in the advertisement or any materials issued by or at the instance of the Acquirer and the Manger of the Offer, and any person placing reliance on any other source of information would be doing so at its own risk. The risk factor set forth above pertains to the acquisition and the Offer and not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the Offer or otherwise, but are merely indicative.

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