DRAFT RED HERRING PROSPECTUS Dated December 14, 2007 Please read section 60B of the Companies Act, 1956 (The Draft Red Herring Prospectus will be updated upon filing with the RoC) 100% Book Built Issue MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED (Our Company was incorporated as a private limited company called ‘Mahindra Holidays & Resorts India Private Limited’ on September 20, 1996. The status of our Company was changed to a public limited company by a special resolution of the members passed at the annual general meeting held on January 29, 1998. The fresh certificate of incorporation consequent upon conversion was issued to our Company on April 17, 1998, by the Registrar of Companies, Tamil Nadu at Chennai.) Registered Office: Mahindra Towers, 2nd Floor, No. 17/18, Patullos Road, Chennai – 600 002, Tamil Nadu Company Secretary and Compliance Officer: Mr. Rajiv Balakrishnan Tel: (91 44) 3988 1000, Fax: (91 44) 3027 7778, Email:
[email protected], Website: www.clubmahindra.com PUBLIC ISSUE OF 10,719,347 EQUITY SHARES OF Rs. 10 EACH OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED (“MAHINDRA HOLIDAYS” OR THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF Rs. [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF Rs. [●] PER EQUITY SHARE), CONSISTING OF A FRESH ISSUE OF 4,122,826 EQUITY SHARES AND AN OFFER FOR SALE OF 6,596,521 EQUITY SHARES BY MAHINDRA HOLDINGS AND FINANCE LIMITED (THE “SELLING SHAREHOLDER”), AGGREGATING Rs. [●] MILLION (THE “ISSUE”). THE ISSUE WOULD CONSTITUTE 13.0 % OF THE FULLY DILUTED POST ISSUE PAID-UP CAPITAL OF THE COMPANY. The Selling Shareholder is considering a Pre-IPO Sale of up to 2,473,695 Equity Shares to certain investors (“Pre-IPO Sale”).