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THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS IN THE UNITED STATES. THESE MATERIALS ARE BEING MADE AVAILABLE ON THE WEBSITE OF MAHINDRA HOLIDAYS & RESORTS INDIA LIMITED (THE “COMPANY”) IN CONNECTION WITH AN INSTITUTIONAL PLACEMENT PROGRAMME (“IPP”), IN ORDER TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE “SEBI REGULATIONS”).

This notice applies to all persons who view this site. Please read this notice carefully before reading, accessing or making any other use of the information and the document contained behind these website pages. By accessing such information and the document, you agree to follow the terms and conditions below, including any modifications that may be made to them, from time to time.

The Red Herring Prospectus presented herein is placed solely to comply with the provisions of Chapter VIII-A of the SEBI Regulations. The Red Herring Prospectus presented herein is not intended to constitute an offer or a solicitation or invitation of an offer to subscribe to the securities to any person or class of investors other than qualified institutional buyers (as defined under Regulation 2(1)(zd) of the SEBI Regulations) (“Qualified Institutional Buyers”) referred to therein within or outside India. The offer and issue of securities referred to in the Red Herring Prospectus is being made by way of an IPP in reliance upon the SEBI Regulations and is being made only to Qualified Institutional Buyers, and is not an offer or issue to any other class of investors.

The materials presented herein may not be accessed in any jurisdiction where the delivery of such materials may not be permitted by law. You must satisfy to yourself that you are not subject to any local requirements which prohibit or restrict you from accessing these materials. If you are in the United States, you must not proceed further.

You are reminded that you are accessing the Red Herring Prospectus presented herein on the basis that you are a person into whose possession this Red Herring Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located. If this is not the case or if you do not agree to the terms contained in this notice, then you must not access the Red Herring Prospectus presented herein.

The Equity Shares offered in the IPP have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under any state securities laws of the United States., and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. Accordingly, the securities are being offered and sold only to Qualified Institutional Buyers outside the United States. in offshore transactions in reliance on Regulation S of the U.S. Securities Act.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (1) DELIVER THE RED HERRING PROSPECTUS PRESENTED HEREIN, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR (2) DISTRIBUTE OR REPRODUCE SUCH RED HERRING PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DELIVERING, DISTRIBUTION OR REPRODUCTION OF THE RED HERRING PROSPECTUS PRESENTED HEREIN IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

INVESTING IN THE SECURITIES DESCRIBED IN THE RED HERRING PROSPECTUS PRESENTED HEREIN INVOLVES RISKS AND YOU SHOULD NOT INVEST ANY FUNDS IN THE SECURITIES UNLESS YOU ARE PREPARED TO RISK LOSING ALL OR PART OF YOUR INVESTMENT. YOU ARE ADVISED TO CAREFULLY READ THE RISK FACTORS AND THE OTHER INFORMATION CONTAINED IN THE RED HERRING PROSPECTUS PRESENTED HEREIN BEFORE MAKING AN INVESTMENT DECISION. YOU ARE ADVISED TO CONSULT YOUR OWN ADVISORS ABOUT THE PARTICULAR CONSEQUENCES OF INVESTING IN THE SECURITIES DESCRIBED IN THE RED HERRING PROSPECTUS.

None of the Company or any of Kotak Mahindra Capital Company Limited, ICICI Securities Limited or Religare Capital Markets Limited (the “Book Running Lead Managers”) or Kotak Securities Limited (the “Syndicate Member”) accepts any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this site. Access to this site does not constitute a recommendation by the Company, any of the Book Running Lead Managers, the Syndicate Member or any other party to buy or sell securities in the Company.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please do not proceed further.

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By clicking on "I confirm", you are further confirming that you shall not base any investment decision on the information contained herein and you agree that the information contained herein is not an offer or a solicitation or an invitation to an offer to subscribe to the securities of the Company to any class of investors other than Qualified Institutional Buyers. You also confirm that you are permitted to proceed to the electronic version of these materials.

The documentation contained in these pages is presented to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities in the Company in the United States or in any other jurisdiction where the same cannot be lawfully delivered in accordance with the laws of the jurisdiction where you are located.

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