GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER

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1 Placement Document Not For Circulation Serial Number: [ ] COX & KINGS LIMITED (Incorporated in the Republic of India as a company with limited liability under the Indian Companies Act, VII of 1913 with CIN L63040MH1939PLC011352) Cox & Kings Limited (the Company or the Issuer) is issuing up to 32,787,000 Equity Shares of face value ` 5 each (the Securities) at a price of ` 305 per Security, including a premium of ` 300 per Security, aggregating to ` 10, million (the Issue). THIS ISSUE IS IN RELIANCE UPON CHAPTER VIII OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2009, AS AMENDED (THE SEBI REGULATIONS) AND SECTION 42 OF THE COMPANIES ACT AND THE RULES MADE THEREUNDER. THIS ISSUE AND THE DISTRIBUTION OF THIS PLACEMENT DOCUMENT IS BEING MADE ON A PRIVATE PLACEMENT BASIS TO QUALIFIED INSTITUTIONAL BUYER(S) (QIBs) IN RELIANCE UPON CHAPTER VIII OF THE SEBI REGULATIONS AND SECTION 42 OF THE COMPANIES ACT. THIS PLACEMENT DOCUMENT IS PERSONAL TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER OR INVITATION OR SOLICITATION OF AN OFFER TO THE PUBLIC OR TO ANY OTHER PERSON OR CLASS OF INVESTORS WITHIN OR OUTSIDE INDIA. Invitations, offers and sales of Securities in this Issue shall only be made pursuant to the Preliminary Placement Document, the Confirmation of Allocation Note and the Application Form. The distribution of this Placement Document or the disclosure of its contents without the Company's prior consent to any person, other than QIBs and persons retained by QIBs to advise them with respect to their purchase of the Securities is unauthorised and prohibited. Each prospective investor, by accepting delivery of this Placement Document, agrees to observe the foregoing restrictions and to make no copies of this Placement Document or any documents referred to in this Placement Document. This Placement Document has not been reviewed by the Securities and Exchange Board of India (the SEBI), the Reserve Bank of India (the RBI), the BSE Limited (the BSE), the National Stock Exchange of India Limited (the NSE, together with the BSE, the Stock Exchanges) or any other regulatory or listing authority. This Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies in India, and will not be circulated or distributed to the public in India or any other jurisdiction and will not constitute a public offer in India or any other jurisdiction. The issue of Securities proposed to be made pursuant to this Placement Document is meant solely for QIBs on a private placement basis and is not an offer to the public or to any other class of investors. Investments in the Securities involve a degree of risk and prospective investors should not invest any funds in this Issue unless they are prepared to take the risk of losing all or part of their investment. Prospective investors are advised to carefully read the section titled "Risk Factors" of this Placement Document before making an investment decision. Each prospective investor is advised to consult its advisors about the particular consequences to it of an investment in the Securities being issued pursuant to this Placement Document. All of our Company's outstanding Equity Shares are listed on each of the Stock Exchanges. Our Company s GDRs are listed on the Luxembourg Stock Exchange. The closing price of the outstanding Equity Shares of the Company on the BSE and the NSE on November 24, 2014 was ` and ` per Equity Share, respectively. In-principle approvals under Clause 24(a) of the Listing Agreements with the Stock Exchanges for listing of the Securities have been received from the BSE and the NSE on November 20, Applications shall be made for listing of the Securities offered through this Placement Document on each of the Stock Exchanges. The Stock Exchanges assume no responsibility for the correctness of any statements made, opinions expressed or reports contained herein. Admission of the Equity Shares for trading on Stock Exchanges should not be taken as indication of the merits of our Company or the Securities. YOU MAY NOT AND ARE NOT AUTHORISED TO (1) DELIVER THIS PLACEMENT DOCUMENT TO ANY OTHER PERSON; OR (2) REPRODUCE THIS PLACEMENT DOCUMENT IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS INSTRUCTION MAY RESULT IN VIOLATION OF THE SEBI REGULATIONS OR OTHER APPLICABLE LAWS OF INDIA AND OTHER JURISDICTIONS. A copy of the Preliminary Placement Document has been delivered to the Stock Exchanges. A copy of the Placement Document has been delivered to the Stock Exchanges. A copy of the Placement Document has also been delivered to the SEBI for record purposes. Our Company shall also make the requisite filings with the Registrar of Companies within the stipulated period as required under the Companies Act. THIS PLACEMENT DOCUMENT HAS BEEN PREPARED BY OUR COMPANY SOLELY FOR PROVIDING INFORMATION IN CONNECTION WITH THE PROPOSED ISSUE OF THE SECURITIES DESCRIBED IN THIS PLACEMENT DOCUMENT. The information on the website of our Company or any website directly or indirectly linked to the website of our Company does not form part of this Placement Document and prospective investors should not rely on such information contained in, or available through, any such website. The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act ) and they 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 state securities laws. Accordingly, the Equity Shares are being offered and sold (a) in the United States only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) pursuant to Section 4(a)(2) under the U.S. Securities Act, and (b) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act ( Regulation S ) or pursuant to another exemption from, or in transactions not subject to, the registration requirements of the U.S. Securities Act. For a description of these and certain further restrictions on offers, sales and transfers of the Equity Shares and distribution of this Placement Document, see Selling Restrictions, Notice to Investors, and Transfer Restrictions. This Placement Document is dated November 25, 2014 GLOBAL COORDINATOR AND BOOK RUNNING LEAD MANAGER

2 TABLE OF CONTENTS NOTICE TO INVESTORS... 3 REPRESENTATIONS BY INVESTORS... 5 OFFSHORE DERIVATIVE INSTRUMENTS DISCLAIMER CLAUSE OF THE STOCK EXCHANGES CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKETDATA, CURRENCY OF PRESENTATION AND EXCHANGE RATES FORWARD LOOKING STATEMENTS ENFORCEMENT OF CIVIL LIABILITIES CERTAIN DEFINITIONS AND ABBREVIATIONS DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT SUMMARY OF THE ISSUE SUMMARY OF THE BUSINESS SUMMARY OF FINANCIAL INFORMATION RISK FACTORS USE OF PROCEEDS CAPITALISATION AND INDEBTEDNESS CAPITAL STRUCTURE MARKET PRICE INFORMATION DIVIDEND POLICY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INDUSTRY OVERVIEW OUR BUSINESS SUBSIDIARIES AND BRANCHES REGULATIONS AND POLICIES BOARD OF DIRECTORS AND SENIOR MANAGEMENT PRINCIPAL SHAREHOLDERS ISSUE PROCEDURE PLACEMENT AND LOCK UP TRANSFER RESTRICTIONS SELLING RESTRICTIONS INDIAN SECURITIES MARKET DESCRIPTION OF SECURITIES TAXATION OUTSTANDING LITIGATION INDEPENDENT AUDITORS

3 GENERAL STATEMENTS FINANCIAL STATEMENTS DECLARATION

4 NOTICE TO INVESTORS We have furnished and accept full responsibility for all of the information contained in this Placement Document and confirm that, to our best knowledge and belief, having made all reasonable enquiries, this Placement Document contains all information with respect to us and the Securities which is material in the context of this Issue. The statements contained in this Placement Document relating to us and the Securities are, in every material respect true and accurate and not misleading, the opinions and intentions expressed in this Placement Document with regard to us and the Securities are honestly held, have been reached after considering all relevant circumstances, are based on information presently available to us and are based on reasonable assumptions. There are no other facts in relation to our Company, our Subsidiaries or the Securities, the omission of which would, in the context of the Issue, make any statement in this Placement Document misleading in any material respect. Further, all reasonable enquiries have been made by us to ascertain such facts and to verify the accuracy of all such information and statements. The Book Running Lead Manager has not separately verified all the information contained in this Placement Document (financial, legal or otherwise). Accordingly, neither the Book Running Lead Manager nor any of its respective members, employees, counsel, officers, directors, representatives, agents or affiliates make any express or implied representation, warranty or undertaking, and no responsibility or liability is accepted, by the Book Running Lead Manager, as to the accuracy or completeness of the information contained in this Placement Document or any other information supplied in connection with the Issue. Each person receiving this Placement Document acknowledges that such person has not relied on the Book Running Lead Manager or on any person affiliated with the Book Running Lead Manager in connection with its investigation of the accuracy of such information or its investment decision, and each such person must rely on its own examination of our Company and our Subsidiaries and the merits and risks involved in investing in the Securities issued pursuant to the Issue. No person is authorized to give any information or to make any representation not contained in this Placement Document and any information or representation not so contained must not be relied upon as having been authorized by or on behalf of us or the Book Running Lead Manager. The delivery of this Placement Document at any time does not imply that the information contained in it is correct as of any time subsequent to its date. The Securities have not been approved, disapproved or recommended by any regulatory authority in any jurisdiction. No authority has passed on or endorsed the merits of this Issue or the accuracy or adequacy of this Placement Document. The distribution of this Placement Document and the issue of the Securities may be restricted in certain jurisdictions by law. As such, this Placement Document does not constitute, and may not be used for or in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to make such offer or solicitation. In particular, no action has been taken by us and the Book Running Lead Manager which would permit an offering of the Securities or distribution of this Placement Document in any jurisdiction, other than India, where action for that purpose is required. Accordingly, the Securities may not be offered or sold, directly or indirectly, and neither this Placement Document nor any offering material in connection with the Securities may be distributed or published in or from any country or jurisdiction, except under circumstances that will result in compliance with any applicable rules and regulations of any such country or jurisdiction. In making an investment decision, investors must rely on their own examination of us and our Subsidiaries and the terms of this Issue, including the merits and risks involved. Investors should not construe the contents of this Placement Document as legal, tax, accounting or investment advice. Investors should consult their own counsel and advisors as to business, legal, tax, accounting and related matters concerning this Issue. In addition, neither us nor the Book Running Lead Manager are making any representation to any offeree or purchaser of the Securities regarding the legality of an investment in the Securities by such offeree or purchaser under applicable legal, investment or similar laws or regulations. Each purchaser of the Securities in this Issue is deemed to have acknowledged, represented and agreed that it is eligible to invest in India and in our Company under Indian law, 3

5 including Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act and that it is not prohibited by the SEBI or any other statutory authority from buying, selling or dealing in securities. Each purchaser of Securities in this Issue also acknowledges that it has been afforded an opportunity to request from, and review information relating to, us and the Securities. Any information on the Company s website or the website of the Book Running Lead Manager does not constitute or form part of this Placement Document. This Placement Document contains summaries of certain terms of certain documents, which summaries are qualified in their entirety by the terms and conditions of such document. 4

6 REPRESENTATIONS BY INVESTORS All references to "you" in this section are to the prospective investors in the Issue. By subscribing to any Securities under the Issue, you are deemed to have represented, warranted, acknowledged and agreed to us and the Book Running Lead Manager as follows: you are a QIB as defined in Regulation 2(1)(zd) of the SEBI Regulations, and undertake to acquire, hold, manage or dispose of any Securities that are allocated to you in accordance with Chapter VIII of the SEBI Regulations and undertake to comply with the SEBI Regulations, Companies Act and all other applicable laws, including any reporting obligations; if allotted Securities pursuant to the Issue, you shall, for a period of one year from the date of Allotment, sell the Securities so acquired only on the floor of the Stock Exchanges; if you are a resident in any jurisdiction other than India, you are permitted by all applicable laws to acquire Securities in such country; you are aware that the Securities have not been, and will not be, registered under the SEBI regulations or under any other law in force in India; you are aware that the Preliminary Placement Document and this Placement Document has not been verified or affirmed by SEBI or the Stock Exchanges and that the Preliminary Placement Document and the Placement Document has been filed with the Stock Exchanges for record purposes only and has been displayed on our websites and the websites of each of the Stock Exchanges; you are aware that this Placement Document has not been and will not be registered as a prospectus with the Registrar of Companies under the Companies Act, the SEBI Regulations or under any other law in force in India, and no Securities will be offered in India or overseas to the public or any members of the public in India or any other class of investors other than QIBs; you are entitled to subscribe to the Securities under the laws of all relevant jurisdictions which apply to you and you have fully observed such laws and obtained all such governmental and other consents in each case which may be required thereunder and complied with all necessary formalities; you are entitled to acquire the Securities under the laws of all relevant jurisdictions and you have all necessary capacity and have obtained all necessary consents and authorities to enable you to commit to this participation in the Issue and to perform your obligations in relation thereto (including, without limitation, in the case of any person on whose behalf you are acting, all necessary consents and authorities to agree to the terms set out or referred to in this Placement Document) and will honour such obligations; you confirm that, either: (i) you have not participated in or attended any investor meetings with or presentations by us or our agents ( Company Presentations ) with regard to us or the Issue; or (ii) if you have participated in or attended any Company Presentations: (a) you understand and acknowledge that the Book Running Lead Manager may not have knowledge of the statements that we or our agents may have made at such Company Presentations and are, therefore, unable to determine whether such statements made at such Company Presentations may have included any material misstatements or omissions, and, accordingly, you acknowledge that the Book Running Lead Manager has advised you not to rely in any way on statements made at such Company Presentations, and (b) confirm that you have not been provided any material information that was not publicly available; neither we nor the Book Running Lead Manager are making any recommendation to you, nor advising you regarding the suitability of any transactions it may enter into in connection with the Issue; your participation in the Issue is on the basis that you are not and will not be a client of the Book Running Lead Manager and 5

7 the Book Running Lead Manager has no duties or responsibilities to you for providing the protection afforded to their clients or customers or for providing advice in relation to the Issue and are in no way acting in a fiduciary capacity; you are aware and understand that the Securities are being offered only to QIBs and are not being offered to the general public and the allocation and allotment of the Securities shall be at the discretion of our Company and the Book Running Lead Manager; you are aware that if you are allotted more than 5% of the Securities being offered in the Issue, the Company shall be required to disclose your name and number of Equity Shares allocated to you to the Stock Exchanges and the Stock Exchanges will make the same available on their websites, and you consent to such disclosures; you have made, or have been deemed to have made, as applicable, the representations set forth in the section titled "Transfer Restrictions"; you have been provided a serially numbered copy of this Placement Document and have read this Placement Document in its entirety including in particular, the section Risk Factors on page 38; in making your investment decision (i) you have relied on your own examination of us and the terms of the Issue, including the merits and risks involved, (ii) you have made your own assessment of us, the Securities and the terms of the Issue based on such information as is publicly available, (iii) you have consulted your own independent advisors (including tax advisors) or otherwise have satisfied yourself concerning, without limitation, the effects of local laws and taxation matters, (iv) you have relied solely on the information contained in the Placement Document and no other disclosure or representation by us or any other party and (v) you have received all information that you believe is necessary or appropriate in order to make an investment decision in respect of us and the Securities; you have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Securities and you and any accounts for which you are subscribing to the Securities (i) are each able to bear the economic risk of the investment in the Securities, (ii) will not look to us and/or the Book Running Lead Manager for all or part of any such loss or losses that may be suffered, (iii) are able to sustain a complete loss on the investment in the Securities, (iv) have no need for liquidity with respect to the investment in the Securities, and (v) have no reason to anticipate any change in your or their circumstances, financial or otherwise, which may cause or require any sale or distribution by you or them of all or any part of the Securities; where you are acquiring the Securities for one or more managed accounts, you represent and warrant that you are authorised in writing, by each such managed account to acquire the Securities for each managed account and to make (and you hereby make) the representations, acknowledgements and agreements herein for and on behalf of each such account, reading the reference to "you" to include such accounts; you are not our promoter or the promoter of any of any of our Associates and are not a person related to our Promoter, either directly or indirectly and your Bid does not directly or indirectly represent our Promoters or Promoter Group; the Book Running Lead Manager or our Company has not provided you with any tax advice or otherwise made any representations regarding the tax consequences of purchase, ownership and disposal of the Equity Shares (including but not limited to the Issue and the use of the proceeds received from the issue of the Securities). You will obtain your own independent tax advice and will not rely on the Book Running Lead Manager or our Company when evaluating the tax consequences in relation to the Equity Shares (including but not limited to the Issue and the use of the proceeds received from the issue of the Securities). You waive and agree not to assert any claim against the Book Running Lead Manager or our Company with respect to 6

8 the tax aspects of the Equity shares or the Issue or as a result of any tax audits by tax authorities, wherever situated; you have no rights under a shareholders' agreement or voting agreement with the Promoters or persons related to the Promoters, no veto rights or right to appoint any nominee Director on the Board other than such rights acquired in the capacity of a lender not holding any of our securities, which shall not be deemed to be a person related to the Promoter; you will have no right to withdraw your Bid after the Bid Closing Date; you are eligible to Bid and hold Securities so allotted together with any of our Securities held by you prior to the Issue. You further confirm that your aggregate shareholding in our Company upon the issue of the Securities shall not exceed the level permissible as per any applicable regulation; the Bids submitted by you would not eventually result in triggering a tender offer under the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (the Takeover Code ); to the best of your knowledge and belief, together with other QIBs in the Issue that belong to the same group or are under common control as you, the allotment under the present Issue shall not exceed 50% of the Issue. For the purposes of this representation; a. the expression belongs to the same group shall derive meaning from the concept of companies under the same group as provided in sub-section (11) of Section 372 of the Companies Act, 1956, as amended, and; b. control shall have the same meaning as is assigned to it by clause (1)(e) of Regulation 2 of the Takeover Code; you shall not undertake any trade in the Securities credited to your depository participant account until such time that the final listing and trading approval for the Securities is issued by the Stock Exchanges; you are aware that (i) applications have been made to each of the Stock Exchanges for in-principle approval for listing and admission of the Securities for trading on the Stock Exchanges and (ii) the application for the final listing and trading approval will be made only after the Allotment of the Securities in the Issue and there can be no assurance that such final approval will be obtained on time or at all; you are aware and understand that the Book Running Lead Manager will enter into a placement agreement with our Company whereby the Book Running Lead Manager will, subject to the satisfaction of certain conditions set out therein, undertake to procure purchasers for the Securities on the terms and conditions set forth therein; the contents of this Placement Document are exclusively our responsibility and that neither the Book Running Lead Manager nor any person acting on its behalf has, or shall have, any liability for any information, representation or statement contained in this Placement Document or any information previously published by or on behalf of us and will not be liable for your decision to participate in the Issue based on any information, representation or statement contained in this Placement Document or otherwise. By accepting a participation in this Issue, you agree and confirm that you have neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Book Running Lead Manager or us or any other person and neither the Book Running Lead Manager, us or any other person will be liable for your decision to participate in the Issue based on any other information, representation, warranty or statement that you may have obtained or received; 7

9 you are eligible to invest in India under applicable laws, including the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000, as amended, and have not been prohibited by the SEBI or any regulatory or any Governmental authority from buying, selling or dealing in securities; the only information you are entitled to rely on, and on which you have relied in committing yourself to acquire the Securities, is contained in this Placement Document, such information being all that you deem necessary to make an investment decision in respect of the Securities and you have neither received nor relied on any other information given or representations, warranties or statements made by either the Book Running Lead Manager or us (including any views, statement, opinion or representation expressed in any research published or distributed by Book Running Lead Manager or its affiliates or any view, statement, opinion expressed by the staff (including research staff) of the Book Running Lead Manager or its affiliates or us) and the Book Running Lead Manager will not be liable for your decision to accept an invitation to participate in the Issue based on any other information, representation, warranty or statement; you understand that the Book Running Lead Manager has no obligation to purchase or acquire all or any part of the Securities purchased by you in the Issue or to support any losses directly or indirectly sustained or incurred by you for any reason whatsoever in connection with the Issue, including non-performance by us of any of our respective obligations or any breach of any representations or warranties by us, whether to you or otherwise; you agree to indemnify and hold us and the Book Running Lead Manager harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements and agreements in this section and you agree that the indemnity set forth in this paragraph shall survive the resale of the Securities by you or on behalf of your managed accounts; you are a sophisticated investor who is seeking to purchase the Securities for your own investment and not with a view to distribution; each of the representations, acknowledgements and agreements set forth above shall continue to be true and accurate at all times up to and including the Allotment of the Securities; you understand that the Securities have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of the United States and accordingly, may not be offered or sold within the United States, except in reliance on an exemption from the registration requirements of the U.S. Securities Act; if you are within the United States, you are a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act, are acquiring the Securities for your own account or for the account of an institutional investor who also meets the requirements of a qualified institutional buyer, for investment purposes only, and not with a view to, or for resale in connection with, the distribution (within the meaning of any United States securities laws) thereof, in whole or in part you are not acquiring or subscribing for the Securities as a result of any general solicitation or general advertising (as those terms are defined in Regulation D under the U.S. Securities Act) or directed selling efforts (as defined in Regulation S) and you understand and agree that offers and sales are being made in reliance on an exemption to the registration requirements of the U.S. Securities Act provided under Regulation S and the Securities may not be eligible for resales under Rule 144A thereunder. You understand and agree that the Securities are transferable only in accordance with the restrictions described under the section Transfer Restrictions on page 136; 8

10 if you are outside the United States, you are not a U.S. person and are purchasing the Securities in an offshore transaction (within the meaning of Regulation S), and not an affiliate of our Company or a person acting on behalf of such an affiliate; you are an investor who is seeking to purchase the Securities for your own investment and not with a view to distribution; in particular, you acknowledge that (i) an investment in the Securities involves a high degree of risk and that the Securities are, therefore, a speculative investment, (ii) you have sufficient knowledge, sophistication and experience in financial and business matters so as to be capable of evaluating the merits and risk of the purchase of the Equity Shares, and (iii) you are experienced in investing in private placement transactions of securities of companies in a similar stage of development and in similar jurisdictions and have such knowledge and experience in financial, business and investments matters that makes you capable of evaluating the merits and risks of your investment in the Securities; you agree that any dispute arising in connection with this Issue will be governed by and construed in accordance with the laws of the Republic of India and the courts at Mumbai, India shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Placement Document and the Placement Document; we, the Book Running Lead Manager, our respective affiliates and others will rely on the foregoing representations, warranties, acknowledgements and agreements which are given to the Book Running Lead Manager for their and our benefit and are irrevocable; and all statements other than statements of historical fact included in this Placement Document, including without limitation, those regarding our financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives relating to our business) are forward looking statements, which involve known and unknown risks, uncertainties and other factors that could cause actual results to be materially different from future results, performance or achievements expressed or implied by such forward looking statements; such forward looking statements are based on numerous assumptions regarding our present and future business strategies and environment in which we will operate in future and you should not place undue reliance on forward looking statements which speak only as of the date of Placement Document; we assume no responsibility to update any of forward looking statements. 9

11 OFFSHORE DERIVATIVE INSTRUMENTS Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 22 of the FPI Regulations, FPIs (other than Category III foreign portfolio investors and unregulated broad based funds, which are classified as Category II FPI by virtue of their investment manager being appropriately regulated) may issue or otherwise deal in offshore derivative instruments (as defined under the FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that are listed or proposed to be listed on any recognized stock exchange in India, as its underlying, and all such offshore derivative instruments are referred to herein as P-Notes ), for which they may receive compensation from the purchasers of such instruments. P-Notes may be issued only in favor of those entities which are regulated by any appropriate foreign regulatory authorities subject to compliance with know your client requirements. An FPI 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 Placement Document. This Placement Document does not contain any information concerning P-Notes or the issuer(s) of any P-notes, including any information regarding any risk factors relating thereto. Any P-Notes that may be issued are not securities of our Company and do not constitute any obligation of, claims on or interests in our Company. Our 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 any P-Notes. Any P- Notes that may be offered are issued by, and are the sole obligations of, third parties that are unrelated to our Company. Our Company and the Book Running Lead Manager do not make any recommendation as to any investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes. Any P- Notes that may be issued are not securities of the Book Running Lead Manager and do not constitute any obligations of or claims on the Book Running Lead Manager. Affiliates of the Book Running Lead Managers which are eligible FPIs may purchase, to the extent permissible under law, the Securities 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 from the issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any P-Notes or any disclosure related thereto. Prospective investors are urged to consult their own financial, legal, accounting and tax advisors regarding any contemplated investment in P-Notes, including whether P-Notes are issued in compliance with applicable laws and regulations. 10

12 DISCLAIMER CLAUSE OF THE STOCK EXCHANGES As required, a copy of the Preliminary Placement Document has been submitted to the Stock Exchanges and a copy of this Placement Document has been filed with the Stock Exchanges. The Stock Exchanges do not in any manner: warrant, certify or endorse the correctness or completeness of any of the contents of this Placement Document; warrant that our Securities will be listed or will continue to be listed on the Stock Exchanges; or take any responsibility for our financial or other soundness, our management or any of our schemes or project of ours. The filing of this Placement Document should not for any reason be deemed or construed to mean that the Placement Document has been cleared or approved by the Stock Exchanges. Every person who desires to apply for or otherwise acquires any Securities does 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. 11

13 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKETDATA, CURRENCY OF PRESENTATION AND EXCHANGE RATES Certain Conventions In this Placement Document, unless the context otherwise indicates or implies, all references to "you", "offeree", "purchaser", "subscriber", "recipient", "investors" and "potential investors" are to the prospective investors in this Issue, references to, the "Company", "Our Company", or the "Issuer" are to Cox & Kings Limited on an unconsolidated basis, references to "we", "us", "our" are to Cox & Kings Limited and all its Subsidiaries where relevant, on a consolidated basis. References in this Placement Document to "India" are to the Republic of India and the "Government" or the "Central Government" or the "State Government" are to the Government of India, central or state, as applicable. All references herein to "U.S." or the "United States" are to the United States of America and its territories and possessions. We prepare our financial statements in accordance with Indian GAAP and the Companies Act. Indian GAAP differs in certain respects from IFRS and U.S. GAAP. We do not provide a reconciliation of our financial statements to IFRS or U.S. GAAP. Please see section titled "Risk Factors - Significant differences exist between Indian GAAP and other accounting principles with which investors may be more familiar". In this Placement Document, certain monetary amounts have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. Unless stated otherwise, the financial data in this Placement Document is derived from our consolidated financial statements prepared in accordance with Indian GAAP. The fiscal year of Cox & Kings Limited and its Subsidiary in India commences on April 1 of each year and ends on March 31 of the succeeding year, so all references to a particular "fiscal year" or "Fiscal" are to the twelve-month period ended on March 31 of that year. Any discrepancies between the amounts listed and total thereof, in the tables included herein, are due to rounding off. Market Data/Industry Data Unless stated otherwise, industry data and market data used in this Placement Document has been obtained from industry publications. Industry publications generally state that the information contained in those publications has been obtained from sources believed to be reliable but that its accuracy and completeness are not guaranteed and its reliability cannot be assured. Although we believe that the industry data and market data used in this Placement Document is reliable, it has not been verified by any independent source. Similarly, internal reports and data of our Company, while believed by us to be reliable, have not been verified by any independent source. Neither we nor the Book Running Lead Manager has independently verified this data and neither we nor the Book Running Lead Manager makes any representation regarding the accuracy and completeness of such data. Similarly, while we believe our internal estimates to be reasonable, such estimates have not been verified by any independent sources and neither we nor the Book Running Lead Manager can assure potential investors as to the accuracy of such estimates. The extent to which the market and industry data used in this Placement Document is meaningful depends on the reader s familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among different industry sources. Neither we have nor the Book Running Lead Manager has independently verified this data, nor do we make any representation regarding accuracy of such data. 12

14 Currency of Presentation In this Placement Document, all references to "Rupees", "`" or "INR" are to Indian Rupees, the official currency of India; references to the singular also refers to the plural and one gender also refers to any other gender, wherever applicable. All references to US$ or 'U.S. Dollar(s)' are to the United States Dollars, the official currency of the United States of America. All references to 'GBP' or ' ', are to the Great Britain Pounds. All references to 'JPY' are to the Japanese Yen. All references to 'SD' are to Singapore Dollars. All references to 'AED' are to the Arab Emirates Dirham. Exchange Rates We publish our financial statement in Indian Rupees, the lawful currency of India. Exchange rates are based on the reference rates released by the RBI. No representation is made that any Rupee amounts could have been, or could be, converted into U.S. Dollar at any particular rate, the rates stated below or at all. On November 24, 2014 the exchange rate was ` to US$ The U.S. Dollar exchange rate for periods since April 1, 2011 is given below: (` per US$) Period end Average (1) High (2) Low (3) Fiscal Year: Quarter ended: September 30, June 30, March 31, Month ended: October 31, September 30, August 31, July 31, June 30, May 31, (1) Average of the official rate for each working day of the relevant period. (2) Maximum official rate for each working day of the relevant period. (3) Minimum official rate for each working day of the relevant period. (Source: The GBP exchange rate for the three years is given below: (` per GBP) Period end Average (1) High (2) Low (3) Fiscal Year: Quarter ended: September 30, June 30, March 31,

15 Period end Average (1) High (2) Low (3) Month ended: October 31, September 30, August 31, July 31, June 30, May 31, (1) Average of the official rate for each working day of the relevant period. (2) Maximum official rate for each working day of the relevant period. (3) Minimum official rate for each working day of the relevant period. (Source: 14

16 FORWARD LOOKING STATEMENTS This Placement Document contains certain forward-looking statements. These forward-looking statements generally can be identified by words or phrases like 'aim', 'anticipate', 'believe', 'contemplate', 'estimate', 'expect', 'future', 'goal', 'intend', 'objective', 'plan', 'project', 'seek to', 'should', 'will', 'will continue', 'will likely result', 'will pursue' and similar expressions or variations of such expressions, that could be 'forward looking statements'. Similarly, the statements that describe our objectives, strategies, plans or goals are also forward looking statements. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, but not limited to: our ability to grow our product portfolio and add new destinations; our ability to negotiate favorable rates with travel suppliers; our ability to grow and sustain our educational travel business; declines or disruptions in the travel industry; our ability to attract and retain qualified personnel; market fluctuations and industry dynamics fluctuations in operating costs and impact on our financial results; our ability to manage third party risks; changes in political and social conditions in India or in other countries that we operate in, the monetary policies and/or fiscal policies of India and other countries, inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices; general economic and business conditions in the markets in which we operate and in the local, regional and national economies; the performance of the financial markets in India and globally; changes in laws and regulations relating to the industries in which we operate; occurrence of natural disasters or calamities affecting the areas in which we have operations; changes in technology in future; and increase in competition and other factors affecting the industry segments in which our Company operates. For further discussion of factors that could cause our actual results to differ, please see the sections titled Risk Factors, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Our Business". By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could be materially different from those that have been estimated. 15

17 We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of the foregoing, and the risks, uncertainties and assumptions discussed in the section titled "Risk Factors" and elsewhere in this Placement Document, any forward-looking statement discussed in this Placement Document may change or may not occur, and our actual results could differ materially from those anticipated in such forward-looking statements. 16

18 ENFORCEMENT OF CIVIL LIABILITIES We are a limited liability company incorporated under the laws of India. A substantial majority of our Directors and executive officers are residents of India and a substantial portion of our assets and a number of such persons are located in India. As a result, it may not be possible for investors to effect service of process upon us or such persons in jurisdictions outside India or to enforce judgments obtained in courts outside India. India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Code of Civil Procedure, 1908 (the Civil Code). Section 13 of the Civil Code provides that a foreign judgment shall be conclusive regarding any matter thereby directly adjudicated upon except: (i) where the judgment has not been pronounced by a court of competent jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law of India in cases in which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural justice; (v) where the judgment has been obtained by fraud; and (vi) where the judgment sustains a claim founded on a breach of any law in force in India. Section 44A of the Civil Code provides that where a foreign judgment has been rendered by a superior court in any country or territory outside India which the Government has by notification declared to be in a reciprocating territory, it may be enforced in India by proceedings in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil Code is applicable only to monetary decrees not being in the nature of any amounts payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalty and is not applicable to arbitral awards. The United States has not been declared to be a reciprocating territory by the Government of India for the purposes of Section 44A of the Civil Code. However, the United Kingdom has been declared to be a reciprocating territory by the Government of India. Accordingly, a judgement of a court of the United States may be enforced only by a fresh suit upon the judgement and not by proceedings in execution. A judgment of a court in a jurisdiction, which is not a reciprocating territory, may be enforced only by a fresh proceeding initiated in a court in India. Under the Civil Code, a court in India shall, upon the production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The suit for enforcement of a foreign judgement must be brought in India within three years from the date of the judgment in the same manner as any other suit filed to enforce a civil liability in India. Generally, there are considerable delays in the processing of legal actions to enforce a civil liability in India. It is unlikely that a court in India would award damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it is of the view that the amount of damages awarded is excessive or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is required to obtain approval from the RBI to execute such a judgment or to repatriate any amount recovered outside India. Any judgment in a foreign currency would be converted into Rupees on the date of judgment and not on the date of payment. We cannot predict whether a suit brought in an Indian court would be disposed off in a timely manner or be subject to considerable delays. 17

19 CERTAIN DEFINITIONS AND ABBREVIATIONS We have prepared this Placement Document using the definitions and abbreviations below which you should consider when reading the information contained herein. The following is a list of capitalised terms used in this Placement Document and is intended for the convenience of the reader/prospective investor only and it may not be exhaustive. The terms defined in this section shall have the meaning set forth in the list below, unless specified otherwise in the context thereof, and references to any statute, regulations or policies shall include amendments thereto, from time to time. Company related terms Term Articles Association Associates Auditors of Description Articles of association of Cox & Kings Limited with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under direct or indirect common Control with, such Person M/s Chaturvedi & Shah Board of Directors or Board Company or Issuer Directors East India Travel Equity Shares Ezeego Far Pavilions Forever Memorandum of Association Promoter Promoter Group Registered Office or Corporate Office Registrar of Companies Shareholder Subsidiaries The board of directors of Cox & Kings Limited or any duly constituted committee thereof Cox & Kings Limited Directors of the Company East India Travel Company, Inc Equity shares of the Company of ` 5 each Ezeego One Travels & Tour Limited Far Pavilions Tours and Travels Private Limited Forever Travel Distribution Private Limited Memorandum of association of Cox & Kings Limited Mr. A.B.M. Good, Mr. Ajay Ajit Peter Kerkar, Ms. Urrshila Kerkar, Ms. Elizabeth Kerkar, and Liz Investments Private Limited Promoter group of our Company as per the definition provided in Regulation 2(1)(zb) of the SEBI Regulations Turner Morrison Building, 1st Floor, 16 Bank Street, Fort, Mumbai , Maharashtra, India Registrar of Companies, Mumbai, Maharashtra Shareholder of the Company Subsidiaries of the Company, as mentioned in the section titled Subsidiaries and Branches. 18

20 Issue related terms Term Allocation Allocated Allotment/Allotted Allottees or Description The allocation of the Securities, following the determination of the Issue Price, to QIBs on the basis of the Application Forms submitted by them, in consultation with the Book Running Lead Manager and in compliance with Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act. The issue and allotment of the Securities pursuant to this Issue QIBs to whom Securities are issued and allotted pursuant to the Issue Application Form Bid Bid Closing Date Bid Opening Date Bidding Period Book Running Lead Manager CAN or Confirmation of Allocation Note Closing Date Control Designated Date Escrow Bank Escrow Bank Account Floor Price Global Coordinator Issue Issue Price Issue Size Mutual Fund Portion The form (including any revisions thereof) pursuant to which a QIB shall submit a Bid for the Securities being offered in the Issue An indication of QIBs' interest as provided in the Application Form, including all revisions and modifications thereto, to subscribe to the Securities, in this Issue November 25, 2014, i.e., the date on which the Company (or the Book Running Lead Manager, on behalf of the Company) shall cease the acceptance of duly completed Application Forms for the Issue November 20, 2014, i.e., the date on which the Company (or the Book Running Lead Manager, on behalf of the Company) shall commence acceptance of the duly completed Application Forms for the Issue The period between the Bid Opening Date and Bid Closing Date inclusive of both dates during which prospective QIBs can submit their Bids Axis Capital Limited Note or advice or intimation confirming the Allocation of Equity Shares to QIBs after discovery of the Issue Price On or about November 27, 2014, being the date on which the Securities are expected to be Allotted shall have the same meaning as is assigned to it by clause (1)(e) of Regulation 2 of the Takeover Code The date of credit of the Securities to the QIB s account, as applicable to the respective QIBs mentioned in the CAN Axis Bank Limited A special account opened by the Issuer with the Escrow Bank in terms of the arrangement between the Company, the Book Running Lead Manager and the Escrow Bank collection and appropriation of money in relation to the Issue. The floor price of ` which has been calculated in accordance with Chapter VIII of the SEBI Regulations. In terms of the SEBI Regulations, the Issue Price cannot be lower than the Floor Price. The committee of the Board of Directors of the Company, on November 25, 2014, approved a discount of 4.18 on the Floor Price in terms of Regulation 85 of the SEBI Regulations. Axis Capital Limited The offer, issue and allotment of 32,787,000 Equity Shares to QIBs, pursuant to Chapter VIII of the SEBI Regulations ` 305 per Equity Share 32,787,000 Equity Shares aggregating to ` 10, million 10% of the Securities proposed to be Allotted in the Issue, which is available for Allocation to Mutual Funds 19

21 Term Pay-in Date Person Placement Placement Agreement Placement Document Preliminary Placement Document Qualified Institutional Buyer(s) or QIB(s) Qualified Institutions Placement or QIP Securities Shareholders Description The last date specified in the CAN for payment of the Issue Price An individual, natural person, corporation, partnership, joint venture, incorporated or unincorporated body or association, company, Government or subdivision thereof The private placement of Equity Shares in the Issue The agreement dated November 20, 2014 between the Book Running Lead Manager and the Company This Placement Document dated November 25, 2014 issued in accordance with Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act The Preliminary Placement Document dated November 20, 2014 issued in accordance with Chapter VIII of the SEBI Regulations and Section 42 of the Companies Act Qualified Institutional Buyer as defined under Regulations 2(1)(zd) of the SEBI Regulations Qualified Institutions Placement under Chapter VIII of the SEBI Regulations The Equity Shares of the Company being offered pursuant to this Issue Shareholders of the Company Conventional and general terms and abbreviations Term AED AGM AS BOLT BSE CAGR CCI CDSL CGU CIN Civil Code CMD Companies Act Description Arab Emirates Dirham Annual general meeting Accounting standards, under Indian GAAP BSE online trading BSE Limited Compound annual growth rate Competition Commission of India Central Depository Services Limited Cash Generating Unit Corporate Identity Number Code of Civil Procedure, 1908, as amended from time to time Chairman and managing director Indian Companies Act, 2013 (as may be notified, amended or replaced from time to time) and any rules prescribed thereunder (as may be applicable) and shall include the Indian Companies Act, 1956 (to the extent not repealed/replaced by the Indian Companies Act, 2013) 20

22 Term Competition Act CRISIL Current Net Worth Delisting Regulations Depository Depository Act DIPP DP or Depository Participant EBIT EBIT Margin EBITDA EBITDA Margin ECB EGM EPS ESOPs FBT FDI Description Competition Act, 2002, as amended from time to time Credit Rating and Information Services of India Limited The total assets of the Company reduced by the current liabilities of the Company Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, as amended from time to time A depository registered with SEBI under the SEBI (Depositories and Participant) Regulations, 1996 Depositories Act, 1996, as amended, from time to time Department of Industrial Policy and Promotion A depository participant as defined under the Depositories Act Earnings before interest and taxation EBIT expressed as a percentage of total income Earnings before interest taxation depreciation and amortization EBITDA expressed as a percentage of total income External commercial borrowings Extra-ordinary general meeting Earnings per share Employee stock options Fringe benefit tax Foreign direct investment FEMA Foreign Exchange Management Act, 1999, as amended, and the regulations issued thereunder FEMA Rules FEMA (Current Account Transaction) Rules, 2000 FII FPIs Fiscal or fiscal year GBP or GDP GDR GDS Foreign institutional investor(s) (as defined under the SEBI FPI Regulations) registered with SEBI A foreign portfolio investor who has been registered pursuant to the SEBI FPI Regulations, provided that any QFI or FII who holds a valid certificate of registration shall be deemed to be an FPI until the expiry of the block of three years for which fees have been paid as per the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995 Period of twelve months ended March 31 of that particular year, unless otherwise specified Great Britain Pounds Gross domestic product Global depository receipt Global distribution systems 21

23 Term GIR Government IATA ICAI IFRS India Indian GAAP Description General index registry Government of India, central or state, as applicable Indian air transport association Institute of Chartered Accountants of India International Financial Reporting Standards of the International Accounting Standards Board Republic of India Generally Accepted Accounting Principles in India Insider Regulations IPO IPP IRCTC IT Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, as amended from time to time Initial Public Offering Institutional Placement Programme Indian Railway Catering and Tourism Corporation Limited Information technology Income Tax Act JPY Listing Agreements MICE Mutual Fund NAV NRI NSDL NSE P/E Ratio PAN Parliament PAT PBT PIO P-Notes RBI Income Tax Act, 1960, as amended from time to time Japanese Yen The listing agreements executed between our Company and each of the Stock Exchanges Meetings, Incentives, Conferences, Exhibitions A mutual fund registered with SEBI under the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996, as amended from time to time Net asset value Non-resident Indian National Securities Depository Limited The National Stock Exchange of India Limited Price to earnings ratio Permanent account number The parliament of India Profit after tax Profit before tax Persons of Indian origin Participatory notes, equity-linked notes and any other similar instruments Reserve Bank of India 22

24 Term Regulation S RoC ROCE Rupees, `,or INR SAT SCRA SCRR SD SEBI SEBI Act SEBI Debt Regulations SEBI Regulations SENSEX Stock Exchanges STT Takeover Code U.K. U.S. GAAP U.S. or United States UIN UNWTO U.S. Securities Act USD, U.S.$, U.S. Dollars or $ WDM WTTC Description Regulation S of U.S. Securities Act Registrar of Companies Return on capital employed Indian Rupees Securities Appellate Tribunal Securities Contracts (Regulation) Act 1956, as amended from time to time Securities Contracts (Regulation) Rules, 1957, as amended from time to time Singapore Dollars Securities Exchange Board of India Securities and Exchange Board of India Act, 1992, as amended from time to time Securities and Exchange Board of India (Issue and Listing of Debt Securities), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time Sensitivity Index BSE and NSE Securities Transaction Tax Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time United Kingdom Generally Accepted Accounting Principles in the United States of America United State of America and its territories and possessions Unique Identification Number World Tourism Organisation U.S. Securities Act of 1933, as amended from time to time United States Dollar Wholesale Debt Market World Travel & Tourism Council 23

25 DISCLOSURE REQUIREMENTS UNDER FORM PAS-4 PRESCRIBED UNDER THE COMPANIES ACT 2013 This table below sets out the disclosure requirements as provided in PAS-4 and the relevant pages in this Placement Document where these disclosures, to the extent applicable, have been provided. S. No. Disclosure Requirements Relevant Page of this Placement Document 1. GENERAL INFORMATION a. Name, address, website and other contact details of the 176 company indicating both registered office and corporate office. b. Date of incorporation of the company. 172 c. Business carried on by the company and its subsidiaries with 91, 102 the details of branches or units, if any. d. Brief particulars of the management of the company. 112 e. Names, addresses, DIN and occupations of the directors. 112 f. Management s perception of risk factors 38 g. Details of default, if any, including therein the amount involved, duration of default and present status, in repayment of: (i) Statutory dues; 170 (ii) (iii) Debentures and interest thereon; Deposits and interest thereon; and (iv) Loan from any bank or financial institution and interest thereon. h. Names, designation, address and phone number, ID of the nodal/ compliance officer of the company, if any, for the private placement offer process. 2. PARTICULARS OF THE OFFER 176 a. Date of passing of board resolution. 125 b. Date of passing of resolution in the general meeting, authorizing the offer of securities c. Kinds of securities offered (i.e. whether share or debenture) and class of security. d. Price at which the security is being offered including the premium, if any, along with justification of the price. e. Name and address of the valuer who performed valuation of the security offered. f. Amount which the company intends to raise by way of securities g. Terms of raising of securities: Not applicable 57 (i) Duration, if applicable; Not applicable (ii) Rate of dividend; 65 (iii) Rate of interest; Not applicable 24

26 (iv) Mode of payment; and Not applicable (v) Mode of repayment. Not applicable h. Proposed time schedule for which the offer letter is valid 19 i. Purposes and objects of the offer. 57 j. Contribution being made by the promoters or directors either Not applicable as part of the offer or separately in furtherance of such objects. k. Principle terms of assets charged as security, if applicable. Not applicable 3. DISCLOSURES WITH REGARD TO INTEREST OF DIRECTORS, LITIGATION ETC a. Any financial or other material interest of the directors, promoters or key managerial personnel in the offer and the effect of such interest in so far as it is different from the interests of other persons. b. Details of any litigation or legal action pending or taken by any Ministry or Department of the Government or a statutory authority against any promoter of the offeree company during the last three years immediately preceding the year of the circulation of the offer letter and any direction issued by such Ministry or Department or statutory authority upon conclusion of such litigation or legal action shall be disclosed. c. Remuneration of directors (during the current year and last three financial years). d. Related party transactions entered during the last three financial years immediately preceding the year of circulation of offer letter including with regard to loans made or, guarantees given or securities provided. e. Summary of reservations or qualifications or adverse remarks of auditors in the last five financial years immediately preceding the year of circulation of offer letter and of their impact on the financial statements and financial position of the company and the corrective steps taken and proposed to be taken by the company for each of the said reservations or qualifications or adverse remark. f. Details of any inquiry, inspections or investigations initiated or conducted under the Companies Act or any previous company law in the last three years immediately preceding the year of circulation of offer letter in the case of company and all of its subsidiaries. Also if there were any prosecutions filed (whether pending or not) fines imposed, compounding of offences in the last three years immediately preceding the year of the offer letter and if so, section- wise details thereof for the company and all of its subsidiaries g. Details of acts of material frauds committed against the company in the last three years, if any, and if so, the action taken by the company. 4. FINANCIAL POSITION OF THE COMPANY a. The capital structure of the company in the following manner in a tabular form: (i) (a) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value); F

27 (b) Size of the present offer; and 59 (c) Paid up capital: 59 (A) After the offer; and 59 (B) After conversion of convertible instruments (if applicable) Not applicable (d) Share premium account (before and after the offer). Not applicable (ii) (a) The details of the existing share capital of the issuer 59 company in a tabular form, indicating therein with regard to each allotment, the date of allotment, the number of shares allotted, the face value of the shares allotted, the price and the form of consideration. Provided that the issuer company shall also disclose the number and price at which each of the allotments were made in the last one year preceding the date of the offer letter separately indicating the allotments made for considerations other than cash and the details of the consideration in each case b. Profits of the company, before and after making provision F-4 for tax, for the three financial years immediately preceding the date of circulation of offer letter c. Dividends declared by the company in respect of the 65 said three financial years; interest coverage ratio for last three years (Cash profit after tax plus interest paid/interest paid). d. A summary of the financial position of the company as in F-3 the three audited balance sheets immediately preceding the date of circulation of offer letter. e. Audited Cash Flow Statement for the three years immediately preceding the date of circulation of offer letter. F-5 f. Any change in accounting policies during the last three 170 years and their effect on the profits and the reserves of the company. 5. A DECLARATION BY THE DIRECTORS THAT 175 a. The company has complied with the provisions of the Act and the rules made thereunder. b. The compliance with the Act and the rules does not imply that payment of dividend or interest or repayment of debentures, if applicable, is guaranteed by the Central Government. c. The monies received under the offer shall be used only for the purposes and objects indicated in the Offer letter 26

28 SUMMARY OF THE ISSUE The following is a general summary of the terms of the Issue. This summary should be read in conjunction with, and is qualified in its entirety by the information appearing elsewhere in this Placement Document, including under the sections titled "Risk Factors", "Use of Proceeds", "Placement" and "Issue Procedure". Issuer Cox & Kings Limited. Face value per Equity Share ` 5. Issue Price per Equity Share ` 305. Issue Size The issue of up to 32,787,000 Equity Shares at a premium of ` 300 each, aggregating up to ` 10, million. A minimum of 10% of the Issue Size, i.e., up to 3,278,700 Equity Shares shall be available for Allocation to Mutual Funds only, and up to 29,508,300 Equity Shares shall be available for Allocation to all QIBs, including Mutual Funds. In case of under-subscription in the portion available for Allocation only to Mutual Funds, such minimum portion or part thereof may be Allotted to other eligible QIBs. Floor Price per Equity Share Equity Shares outstanding immediately prior to the Issue Equity Shares outstanding immediately after the Issue Eligible investors Listing Transferability restrictions Closing Ranking Use of Proceeds ` The committee of the Board of Directors of the Company, on November 25, 2014, approved a discount of 4.18 on the Floor Price in terms of Regulation 85 of the SEBI Regulations. 136,527, ,314,890 QIBs as defined in Regulation 2(1)(zd) of the SEBI Regulations. The Company has made applications to each of the Stock Exchanges to obtain in-principle approval for listing of the Securities. The Securities being Allotted pursuant to this Issue shall not be sold for a period of one year from the date of Allotment except on the floor of the Stock Exchanges. Please see the section titled Transfer Restrictions. The Allotment of the Securities offered pursuant to the Issue is expected to be made on or about November 27, 2014 (the Closing Date). The Securities being issued in the Issue are subject to the provisions of our Memorandum and Articles of Association and shall rank pari passu in all respects with the existing Equity Shares, including with respect to dividend rights. Shareholders will be entitled to participate in dividends and other corporate benefits, if any, declared by us after the Closing Date, in compliance with the Companies Act. Shareholders may attend and vote in shareholders meetings in accordance with the provisions of the Companies Act. Please see the section titled Description of Shares. The net proceeds of the Issue (after deduction of fees, commissions and expenses) are expected to be approximately ` 10, million. 27

29 Please see section titled Use of Proceeds. Lock-up The Company will not, from the date hereof and for a period of up to sixty (60) days from the Closing Date, without the prior written consent of the Global Coordinator and the Book Running Lead Manager, directly or indirectly: (a) issue, offer, lend, sell, pledge, contract to sell or issue, sell any option or contract to purchase, purchase any option or contract to sell or issue, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares (regardless of whether any of the transactions described in clause (a) or (b) is to be settled by the delivery of Equity Shares or such other securities, in cash or otherwise); or (c) publicly announce any intention to enter into any transaction falling within (a) or (b) above or enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of an issue or offer or deposit of Equity Shares in any depositary receipt facility or publicly announce any intention to enter into any transaction falling within (a) or (b) above; provided, however, that the foregoing restrictions do not apply to (i) the issuance of any Equity Shares pursuant to the Issue and (ii) issuance and allotment of securities by the Company to the Promoter Group ( Preferential Issue ); The Promoters and Promoter Group entities (Mr. A.B.M. Good, Mr. Ajay Ajit Peter Kerkar, Ms. Urrshila Kerkar, Ms. Elizabeth Kerkar, Liz Investments Private Limited, Sneh Sadan Graphic Services Ltd., and Kubber Investment (Mauritius) Pvt. Ltd.) have also agreed that they will not, from the date hereof and for a period of up to sixty (60) days from the Closing Date, without the prior written consent of the Global Coordinator and Book Running Lead Manager, directly or indirectly: (a) sell, contract to sell, purchase any option or contract to sell, grant any option to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Equity Shares, or any securities convertible into or exercisable or exchangeable for Equity Shares or publicly announce an intention with respect to any of the foregoing; (b) enter into any swap or other agreement that transfers, directly or indirectly, in whole or in part, any of the economic consequences of ownership of Equity Shares or any securities convertible into or exercisable or exchangeable for Equity Shares (regardless of whether any of the transactions described in clause (a) or (b) is to be settled by the delivery of Equity Shares or such other securities, in cash or otherwise); or (c) publicly announce any intention to enter into any transaction falling within (a) or (b) above or enter into any transaction (including a transaction involving derivatives) having an economic effect similar to that of an issue or offer or deposit of Equity Shares in any depositary receipt facility or publicly announce any intention to enter into any transaction falling within (a) or (b) above. Risk factors Please see section titled "Risk Factors" for a discussion of risks you should consider before investing in the Securities. Security Codes: (A) Equity Shares- ISIN INE008I

30 BSE Code NSE Code (B) GDR (Luxembourg Stock Exchange) ISIN COX&KINGS COXKINGSGDR US Outstanding GDRs The GDRs issued in August, 2010 by the Company are listed on the Luxembourg Stock Exchange since then. Outstanding GDRs as of September 30, 2014 are 571,008 and represent an equivalent number of equity shares constituting 0.42% of the then paid-up Equity Share Capital of the Company. 29

31 SUMMARY OF THE BUSINESS Overview We are an international leisure and educational travel company with operations in 23 countries across four continents. We have market leading brands in the leisure travel and education travel segments. Historically, our core business has been the sale of packaged holidays for leisure travel, with a particular focus on cultural and adventure tourism. We have also grown into other complementary business segments in recent times. We are a market leader in providing residential outdoor activity trips for primary students in the UK and organize study visits and tours for secondary and high school students from the UK and Germany to various global destinations. We also operate a hotel chain that offers budget accommodation in Germany, Austria and the UK targeting student groups and young urban travellers. Our Cox & Kings brand has evolved over a period of more than 250 years, and was ranked first in a survey of Top Brands in India (2008), conducted by research agency, TNS and co-funded by Media magazine. We have won numerous awards, including the award for the "Favourite Outbound Tour Operator" (2014) by Outlook Traveller, and "Favourite Specialist Tour Operator" (2013) by Condé Nast Traveller Readers. We operate our leisure travel business in India and across 17 international locations. In India, we distribute our products and services through 241 points of presence covering 149 cities comprising 12 branch sales offices, 143 franchisee sales shops, and 86 agents as of September 30, Outside India, we operate through subsidiaries in the UK, Japan, Australia, New Zealand, United Arab Emirates, the United States, the Netherlands, Singapore and Canada. We maintain branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil, Germany and South Africa. We have operations pertaining to our education travel business in the UK, Germany, Austria, France, Spain, Australia, Netherlands, Belgium and Ireland. We operate our education travel business under several leading European brands, including PGL, NST and Meininger. As of September 30, 2014, we had more than 3,500 permanent employees and 1,700 contract employees, comprising approximately 2,000 employees in India and the remaining located in the UK, Netherlands, Germany Australia, Japan, Dubai, the United States, New Zealand and France. Most of our contract employees are in the educational travel market segment. Our consolidated revenues in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 were `8,735.1 million, `18,675.2 million, `23,506.6 million and `16,328.6 million, respectively, while consolidated net profit in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 was `416.1 million, `2,484.2 million, `3,831.7 million and ` million, respectively. Our Competitive Strengths One of the largest Travel and Tour Companies in India with strong brand recognition We believe we are one of the largest travel and tour companies in India. Our brand Cox & Kings, which has evolved over a period of more than 250 years, is one of the oldest, and we believe, one of the most recognized, names in the travel and tourism industry. Cox & Kings was ranked first in a survey of Top Brands in India (2008), conducted by research agency TNS and co-funded by Media magazine. We also have won several prestigious awards for our services, including Favourite Outbound Tour Operator and Favourite Inbound Tour Operator awarded by The Outlook Traveller (2014), Favourite Specialist Tour Operator - 1st Runner-Up awarded by Condé Nast Traveller Readers (2013), Best Outbound Tour Operator awarded by ITCTA (2013), India's Leading Tour Operator and India's Leading Travel Agency awarded by World Travel (2013), Best Outbound Tour Operator awarded by Hospitality India & Explore the World Annual International Awards (2013), Best Inbound Tour Operator awarded by TAAI (2013), Best Company providing Foreign Exchange in 30

32 India awarded by CNBC Awaaz (2013) and Award for Contribution to the Promotion of Taiwan Tourism in 2013 awarded by Taiwan Tourism (2013). We have created several strong brands in India. Our Duniya Dekho brand caters to overseas group tours, our Bharat Dekho brand caters to our domestic group tours in India, the Gaurav Yatra brand caters specifically to the Jain and Gujarati communities, our Anand Yatra brand caters to the Marathi community in India, and our Luxury Escapades brand is tailored to premium overseas individual travellers. We believe that providing a superior service experience to customers is among the most important success factors in the travel and tourism industry. Our long track record of providing high-quality travel and tour services, as evidenced by our strong brand name recognition and the numerous awards we have received, have enabled us to become a leader in the Indian travel and tour industry. Bouquet of market leading brands across various geographies We have several market leading brands across the UK, the Netherlands, India and the United States in each of our market segments. In the UK, the Cox & Kings brand is a specialist brand for premium leisure tours, our PGL brand is the market leader for residential outdoor activity trips for primary students, our NST brand is a leading brand for study visits and tours for secondary students and our Explore brand is one the leading brands in the UK for soft adventure travel tours. We believe in offering complete travel solutions for our holiday packages, including visa, insurance and foreign exchange. The products and services that we offer through our brands have won several awards, in India and internationally. Some of the recent awards include the Indian National Tourism Awards 2013 awarding Cox & Kings Ltd. with Best Overseas Tour Operator to India from the UK award, SPAA 2013 awarding Superbreak with Best U.K. Holiday Company, British Travel Awards 2013 awarding Explore with Best Medium Holiday Company for Safari, Wildlife and Nature award, Travel+Leisure World s Best Awards 2012 ranking C&K U.S. as One of the Best Tour Operators for Africa. Our PGL brand is the market leader for residential outdoor activity trips for primary students and has won several awards, including Winner - For our outstanding contribution towards supporting young people through the power of PE and sport, Youth Sport Trust Business Awards, 2012, and Best Youth Operator to France, 2012, Atout France, the Tourism Development Agency of France. Our NST brand is the market leader for study visits and tours for secondary students, Explore is one the leading brands in the UK for soft adventure travel tours and has won the awards for Best Adventure and Activity Specialist by Travel Bulletin Star Awards (2013). Our Superbreak brand has won awards for "Best Hotel Booking Company by SPAA Travel Awards (2013) and Best Operator UK Holidays by Travel Weekly Globes (2014). We believe the awards we have won are a reflection of the strength of our market leading brands across various geographies. Expansive Distribution Network across Our Worldwide Operations We believe that a strong distribution network is essential to expand our customer base in the travel and tours industry, and we therefore have constantly focused on strengthening our reach. We have a strong distribution network with a mix of retail distribution through shops, franchise outlets, direct distribution through call centre agents and the Internet, and through our channel partners. In India, we distribute our products and services through 241 points of presence covering 131 cities across 24 states, comprising 12 branch sales offices, over 143 franchisee sales shops, and 86 agents. In the UK, we sell our leisure packages through several high street agents including TUI, Thomas Cook and Countrywide. In Australia, we distribute our products through the leading travel retail agent chains. We also generate significant revenues for all our international geographies from our direct marketing channels, including bookings made through call centre agents or the Internet. We operate branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil, Germany and South Africa to strengthen our global sales and service network. In the education travel segment, our direct sales teams of PGL and NST reach out directly to our key clients. In the case of Meininger, we sell through a mix of online bookings agent and direct marketing (website, call centre and walks-ins). We are a 31

33 shareholder member of Radius Inc, a consortium of leading business travel agents present in more than 3,600 locations across approximately 80 countries. Strong Technology Platform Technology is critical for our business. We have developed and implemented a comprehensive central reservation technological platform for our travel products and services. Our business partners and clients can make reservations for flights, excursions, transfers, hotels and other services online and design packages dynamically. Our platform enables us to rapidly expand our franchisee network and is supported by CRM software that improves our business efficiencies in terms of reduced turn-around time (TAT) and increased business handled per employee. Our technology also enables us to provide white label/co-branded offerings for clients such as Jet Escapes. We have also built-in online payment gateways, which are well integrated to our existing technology platform. We use data-management software, including ERP, and have integrated our computer reservation systems (CRS) with our mid and back office. We have a dedicated call centre with appropriate technology infrastructure and staffed with well informed and efficient executives. We believe that the technologies we use in our operations give us a significant competitive edge by enabling us to manage our unified access to hotel reservations and airline tickets in an effective manner to minimize costs. Experienced management team We are led by an experienced management group that has worked and has been associated with the travel industry for many years and developed the skill, expertise and vision to continue to expand our business in new markets. Our operations are overseen by a professional management team, under the guidance of the Chairman, Mr. A. B. M. Good and Directors, Mr. Ajay Ajit Peter Kerkar and Ms. Urrshila Kerkar. We believe that the strategic leadership and direction provided by our management team enables us to explore new opportunities while strengthening our current operations. For further information on our management team, please see "Board of Directors and Senior Management". Our Business Strategy Continue to consolidate product sourcing operations globally We have rapidly grown our business operations in recent years, organically and through acquisitions. Since 2008, we have increasingly leveraged the size of our global operations to consolidate buying efforts. We believe that this initiative has enhanced our bargaining power with our vendors, thereby generating significant cost savings by consolidating buying for air travel, hotel accommodations, car rentals and ground handling services. We believe that this has also enabled us to offer competitive travel packages to our leisure customers and business clients, thereby increasing our customer base and revenues. We intend to leverage increased business volumes in Europe and other international destinations to continue consolidating our product sourcing operations globally, particularly hotel aggregation and adventure aspects of the leisure segment of our business, to generate cost savings and improve our profitability. Further, we also intend to continue to consolidate our various other expenditures like capital expenditure on information technology systems and marketing costs to benefit from economies of scale. Capitalize on our global platform to enhance and cross sell our product and service offerings We intend to capitalize on our global platform to enhance and cross sell our products across each of our market segments in the geographic regions where we operate. For instance, we intend our global platform to provide ground handling services in destinations used by our outbound customers, thereby maximising profits and ensuring quality control for our services. Similarly, we also intend to use our product expertise to introduce similar products in new geographies tailored to suit local requirements and sensibilities. For instance, we are exploring the possibility of introducing our educational tour products into markets such as India. We also intend to expand our hotel aggregation business to include non-european hotels, particularly hotels in Australia, India, 32

34 the Middle East and the Far East. We also intend to market our Meininger properties to our current customer base in India and other geographies. Consolidate our presence in the leisure travel segment in India We intend to leverage our significant presence in the leisure travel market in India to capitalize on India s resilient economy. The rise in disposable income and aspiration levels of Indian consumers make them a key target segment for our future growth. With international travel becoming progressively more affordable, we believe that this trend will accelerate, and that there will be an increase in the number of people choosing to travel outside India for leisure. We also believe that the fragmented travel market in India presents an opportunity for large organized travel and tour operators, such as us, to capture a greater share of the market. We continue to expand our ground handling activities in certain overseas locations which cater to our outbound customers, thus enabling cost reduction and better-personalised services for Indian outbound clients. We believe that travel tours are increasingly being used by corporates in India to incentivize their employees or their suppliers and distributors, and we intend to continue leveraging our market position and product offerings to capitalize on the opportunities presented by this rapidly growing segment of leisure travel. Further expand our global distribution network We intend to further expand our distribution network infrastructure across all markets. In India, we seek to improve market penetration by adding franchised shops that exclusively offer our products and services. In our franchisee model, the franchisee is permitted to operate a travel outlet based on our business concept with the use of our brand name. In our international markets, we will continue to focus on boosting our agent network and call centre sales support. We will also evaluate new jurisdictions in which a local distribution presence (through branches or representative offices) will contribute to our growth and profitability. We also have made investments into growing our online channels for conducting travel business. Our websites in various countries offer comprehensive travel solutions to our online customers, who can purchase airline tickets, make hotel reservations, obtain logistic support, or purchase tour packages. Our websites also enable users to purchase any combination of the above and customize their holiday. We believe that our online initiatives allow us to capitalize on the rise in the number of internet users in these markets and thereby reach a wider customer base. We intend to grow our PGL and Meininger product offerings in new markets We believe the education travel segment offers significant growth opportunities, and that we are well positioned to consolidate our market share in this segment in the UK and Europe. We are also well placed to leverage our product expertise in this segment to grow our presence in Australia where we have recently introduced PGL and in other newer markets including India in order to benefit from a first mover advantage. Further, we also intend to expand our budget accommodation offering targeted at student tour groups and young urban travellers through our Meininger brand by adding new properties in Europe, where we have signed four new hotel leases that we expect to be operational within the next two to three years. 33

35 SUMMARY OF FINANCIAL INFORMATION The following tables present summary financial information regarding our business and should be read together with Management's Discussion and Analysis of Financial Condition and Results of Operations and our financial statements for the fiscal years ended 31 March 2012, 2013, 2014 included elsewhere in this Placement Document. The summary financial information, income statement and balance sheet information for fiscal years ended 31 March 2012, 2013 and 2014 are derived from our audited consolidated financial statements for the respective fiscal years. CONSOLIDATED BALANCE SHEET As of March 31, (Rupees in Million) Particulars EQUITY AND LIABILITIES Shareholder's Funds Share Capital Reserves and Surplus 16, , , Minority Interest 8, , , , , Non-Current Liabilities Long-term borrowings 47, , , Deferred tax liabilities (Net) Long term provisions , , , Current Liabilities Short-term borrowings 3, , , Trade payables 5, , , Other current liabilities 21, , , Short-term provisions , , , Total 1,04, , , ASSETS Non-current assets Fixed assets Tangible assets 22, , , Intangible assets 1, Capital work-in-progress Intangible assets under development 1, , Goodwill on Consolidation 40, , , , , , Non-current investments , , Deferred tax Assets (Net) Long term loans and advances Other non-current assets Current assets , , Current investments

36 Inventories Trade receivables 11, , , Cash and Cash Equivalents 13, , , Short-term loans and advances 12, , , Other current assets INCOME : - 37, , , Total 1,04, , , Particulars CONSOLIDATED STATEMENT OF PROFIT AND LOSS ACCOUNT (Rupees in Million) For the year ended March 31, Revenue from operations 23, , , Other Income Total Revenue 23, , , EXPENDITURE : - Employee benefit expenses 8, , , Finance costs 3, , , Depreciation and amortization expense 1, , Other expenses 3, , , Total Expenses 16, , , Profit before exceptional items and tax 6, , Less: Exceptional Items Add: Profit / (Loss) on Disposal of Subsidiary Profit before tax 6, , Tax Expenses: Current tax 1, Deferred tax (102.70) (27.20) Current tax expenses relating to prior years (54.80) , Profit after tax for the year 4, , Add : Share of Income/(Loss) from Investment in Associates (15.42) Profit for the year 4, , Share of Minority Interest (555.80) - Profit after Minority Interest 3, , Earnings each per equity share (Face Value per share Rs. 5 each): 35

37 Basic (In Rs.) Diluted (In Rs.) CASH FLOW STATEMENT (Rupees in Million) Particulars For the year ended March Cash Flow from Operating Activities Profit before Tax 6, , ,87.40 Adjustment for: Depreciation 1, , ,91.30 Profit on sale of Investment (0.17) - (81.89) Dividend on Investment (1.20) (7.82) (53.55) Interest Income (275.24) (358.42) (58.80) Interest Expense 3, , , Bad Debts Foreign Exchange Gain / Loss on Translation (1,164.88) (442.71) (300.30) Profit on Sale of Fixed Assets (Net) (77.79) (80.28) (0.88) Operating profit before working capital changes 9, , , Adjustment for: (Increase)/Decrease in Inventories 1.91 (13.30) (Increase)/Decrease in Trade Receivable (2,034.36) (1,906.20) (600.90) (Increase)/Decrease in Loans and Advances (1,657.84) (1,466.70) (4,994.00) Increase/(Decrease) in Current Liabilities 3, (30.90) 2, Cash Generated from Operations 9, , (1,106.42) Income Taxes Paid (1,293.85) (806.00) (259.40) Net cash flow from operating activities 8, , (1,365.82) Cash Flow from Investing Activities Purchase of Fixed Assets & Capital Work In Progress (2,840.58) (1,694.90) (1,433.70) Acquisition of Subsidiaries - - (27,707.40) Advances (given)/ Refund Sale of Fixed Assets Interest Received Dividend Received Purchase of Investment Additional Investment in Meininger (Refer Schedule 12) (2,568.23) (1,719.00) - Intercorporate Deposits given (1,351.97) (310.60) - Sale of Subsidiary Sale of Investments - - 1, Net cash used in investing activities (6,237.80) (2,106.59) (26,603.85) Cash Flow from Financing Activities Proceeds of Long Term Borrowing 14, , , Repayment of Long Term Borrowing (14,063.90) (13,433.30) (1,000.00) Movements of Short Term Borrowing , Proceed from Issue of Preference Shares in Subsidiary 1, , Expenses for Issue of Shares (56.46) - (176.60) Dividend Paid (158.68) (158.80) (79.50) Interest Paid (3,365.25) (3,917.00) (1,449.20) Net cash flow from financing activities C (1,185.85) 2, , Net Increase in cash and Cash equivalents (A+B+C) , (3,133.16) Cash and Cash equivalents at the beginning of the period 12, , , as part of acquired subsidiary , Effect of Unrealised gain/(loss) on revaluation at the end of the period 13, , , Net Increase in cash and Cash equivalents , (3,133.20) 36

38 RISK FACTORS An investment in the Securities involves risk. Prospective investors should carefully consider the following risk factors as well as other information included in this Placement Document prior to making any decision as to whether or not to invest in the Equity Shares. The risks described below and any additional risks and uncertainties not presently known to our Company or that are currently deemed immaterial could adversely affect our business, financial condition, liquidity or results of operations. As a result, the trading price of the Equity Shares could decline and investors may lose part or all of their investment. Prospective investors should pay particular attention to the fact that we are an Indian company and are subject to a legal and regulatory environment which may differ in certain respects from that of other countries. Any potential investor in, and purchaser of, the Equity Shares should pay particular attention to the fact that we are governed in India by a legal and regulatory environment which in some material respects may be different from that which prevails in other countries. Prior to making an investment decision, prospective investors and purchasers should carefully consider all of the information contained in this Placement Document (including the consolidated Financial Statements). Risks Related to Our Company and Our Business We operate in a highly competitive and fragmented market. We operate in a highly competitive market. We face stiff competition from other players operating in this sector and also from the un-organized sectors. Pricing is one of the factors that play an important role in our customers selection of our products. There are several strategies adopted by our competitors to increase their market share through advertising, pricing, service, new product introductions and distribution reach among others. This increased competition may affect our margins. In order to protect our existing market share or capture market share, we may be required to increase expenditure for advertising and promotions and to introduce and establish new products. Due to inherent risks in the marketplace associated with advertising and new product introductions, including uncertainties about consumer response, increased expenditure may not prove successful in maintaining or enhancing our market share and could result in lower profitability. Stiff competition from a variety of competitors in the organized and un-organised sectors adversely impacts our operations and profitability. Increased competition could result in reduced margins, loss of segment share and damage to our brand. There can be no assurance that we will be able to compete successfully against current and future competitors or that competition will not have a material adverse effect on our business, financial condition and results of operations. A portion of the tourism business is now increasingly being cornered by companies offering holidays on a time share basis, which increases competition. Our growth will depend on our ability to sustain our brands and failure to do so will have a negative impact on our ability to compete in this industry. We believe that our brands are well respected and recognised in the market today. Continuing efforts towards building and sustaining our brands will be critical for the recognition of our services. Promoting and positioning our brands will depend largely on the success of our marketing efforts and our ability to back that with high quality services. Brand promotion activities may /may not result in incremental revenue, and even if they do, any incremental revenue may not offset the expenses we incur in building our brand. If we fail to promote and maintain our brand, our business, financial condition and results of operations could be adversely affected. The international nature of our business exposes us to several risks, many of which are beyond our control. We have operations in India and in 23 other countries across the globe including, the United Kingdom. Japan, Australia, New Zealand, United Arab Emirates, the United States, Germany, Ireland, the Netherlands, Singapore and Canada. We conduct tours across the globe and service clients from respective regions. As a result, we are 37

39 exposed to risks typically associated with conducting business internationally, many of which are beyond our control. These risks include: significant currency fluctuations between the Euro, Japanese Yen, U.S. dollar and the Pound Sterling and the Indian rupee (in which a significant portion of our costs are denominated); social, political or regulatory developments that may result in an economic slowdown in any of these regions; legal uncertainty owing to the overlap of different legal regimes, and problems in asserting contractual or other rights across international borders; potentially adverse tax consequences, such as scrutiny of transfer pricing arrangements by authorities in the countries in which we operate; changes in regulatory requirements; the burden and expense of complying with the laws and regulations of various jurisdictions; and terrorist attacks and other acts of violence or war. Through our international operations, we also have exposure to different economic climates, political arenas, tax systems and regulations that could negatively affect foreign exchange rates. Because we transact in foreign currency, changes in exchange rates could have a negative effect on our results of operations. Our exchange rate risk will increase as we increase our operations in international markets. The occurrence of any of these events could have a material adverse effect on our business, results of operations and financial condition. Our inability to manage our growth could disrupt our business and reduce our profitability. We have experienced rapid growth in recent years and expect to expand the size and geographical scope of our business in India and internationally. Although we plan to continue to expand our scale of operations through organic growth and investments in other entities, we may not grow at a rate comparable to our growth rate in the past, either in terms of income or profit. Moreover, we continuously evaluate ideas that strategically fit our existing business and expand the products and services that we offer to our customers. We have in the past made several acquisitions that expose us to geographies and overseas markets which are new to us. For example, in 2011 we acquired Holidaybreak, which now forms a significant part of our business, and offers products and services that we traditionally have not provided and in markets that we are not familiar with. Similarly, in 2008, we acquired Tempo Holidays Pty Ltd. based in Australia with its wholly-owned subsidiary Tempo Holidays NZ Ltd. in New Zealand. And in 2009, we completed the acquisition of East India Travel Company Inc., which is in the business of selling upmarket tour and travel packages in the United States. We believe that our growth strategy will place significant demands on our management, financial and other resources. It will require us to continuously develop and improve our operational, financial and internal controls. Continuous expansion increases the challenges involved in financial management, recruitment, training and retaining high quality human resources, preserving our culture, values and entrepreneurial environment, and developing and improving our internal administrative infrastructure and more importantly adhering to quality and high standards that meet customer expectations. Any inability on our part to manage such growth could disrupt our business prospects, impact our financial condition and adversely affect our results of operations. 38

40 Some segments of our business are seasonal in nature. Revenues and cash flows in the travel and tourism industry are affected by seasonality and depend on various factors such as school holidays, public holidays, conducive weather conditions and political conditions in the destination for travel. Our revenues are generally higher for inbound tourism during the second half of each fiscal year as compared to the first half of the fiscal year. The first half of our fiscal year includes India s summer and monsoon seasons hence international leisure travellers to, and domestic leisure travellers in, India are substantially fewer than in the second half of the year but revenues for outbound tourism are higher in the first half of the fiscal year. Any disruptions of our operations or adverse external factors affecting business during these key seasons may lead to a reduction in our revenues and may have a material adverse impact on our results of operations. On the other hand, our subsidiary, Holidaybreak, has traditionally reported an operating loss in the six month period ending March 31 in each financial year due to the seasonal nature of the Camping division business, which focus exclusively on outdoor activities and therefore do not generate any significant revenues during the winter months in Europe while continuing to incur operational expenses during those months. For this reason, our consolidated results of operations during the six month period ending March 31 in each financial year performs at a significantly lower level than for the six month periods ending September 30 in each financial year. For further information on seasonality, please see "Management's Discussion and Analysis of Financial Condition and Results of operations Seasonality". The pro forma financial information contained herein may not accurately reflect our historical financial position, results of operations and cash flows We have prepared and presented our pro forma financial information based on our historical consolidated financial statements for the year ended March 31, 2014 and for six months ended September 30, Our historical results for any prior periods are not necessarily indicative of results to be expected for any future period and our pro forma results have been compiled, on the basis of assumptions, for illustrative purposes only. The pro forma consolidated statements of financial performance are prepared for illustrative purposes only, after making relevant adjustments to give effect to the disposal of our camping business as having been effected on April 1, As the pro forma financial information is prepared for illustrative purposes only, such information may not give a true picture of the financial position, results of operations or cash flows of our Group had the transactions or events actually occurred on the stated date of such pro forma financial information. Furthermore, the pro forma information does not purport to predict our future financial condition, results of operations, prospects or cash flows. As a result, your ability to understand our financial condition and results of operations or cash flows based on our historical combined financial statements or pro forma financial information may be limited. We may be subject to liabilities in connection with the disposal of our camping business. In our agreement to dispose our camping business in May 2014, we have agreed to indemnify the buyer of our camping business for losses arising (i) under the (U.K.) Pensions Act 2004; (ii) any civil, criminal, arbitration or other proceedings which may be initiated either prior to or following completion or which are pending, threatened or outstanding in respect of the road traffic accident and related death of Mr. Wayne Doyle which occurred on April 11, 2003 in France; and (iii) any breach of law in connection with the employment, work or engagement of any persons who provide services to or on behalf of the disposed of entities who mainly or wholly carry out their duties in France, including for these purposes any breaches occurring up to November 30, 2014 to the extent arising out of such existing arrangements. Our liability under (ii) above is capped at GBP 250,000. This indemnity requires us to make a Pound by Pound or Euro by Euro payment to cover losses incurred by the buyer in respect of the indemnified matters, which could have an adverse effect on our results of operations. 39

41 Our failure to attract and retain customers in a cost-effective manner could adversely affect our business, financial condition and results of operations. Our long-term success depends on our continued ability to increase the overall number of customer transactions in a cost-effective manner. In order to increase the number of customer transactions, we must retain business from existing customers and also attract new customers through our distribution and sales channels. In order to attract and retain customers, we may also need to increase expenditures for offline and online advertising and marketing initiatives. No assurances can be provided that we will be successful in acquiring and retaining customers in a cost-effective manner. Our failure to accurately anticipate demand for our products could adversely affect our business, financial condition and results of operations. We need to determine travel appetite for our markets well in advance in order to obtain better costs and efficient partner tie-ups to facilitate our products. If we are unable to anticipate high demand it may lead to higher costs and loss of opportunity and customers to competitors and if we overestimate the demand and are not able to meet the projected targets, it may have an adverse effect on our relationship with our partners and agencies. This is a major and persistent risk in our line of business. In recent years, customers have been increasingly booking holidays nearer the time of travel than has traditionally been the case. This type of booking behaviour makes it considerably more difficult for tourism companies to engage in seasonal planning and has the potential of making us more vulnerable to short-term changes in customer demand. Our business is in part dependent on our continuing relationship with our suppliers and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations. In the normal course of business, we enter into arrangements with other standalone service providers, which play an important role in helping us provide an integrated services package to our customers. These strategic alliances not only provide us an advantage in the key services segment, but further strengthen and consolidate the Cox & Kings brand. Our business and results of operations could be adversely affected if we are unable to maintain a beneficial relationship with these strategic partners and alliances. Travel suppliers may seek to lower their travel distribution costs by promoting direct bookings, such as through their own websites. In some cases, supplier direct channels offer advantages to consumers, such as loyalty programs and/or lower transaction fees. In addition, travel suppliers may choose not to make their travel products and services available through our distribution channels. To the extent that consumers continue to increase the percentage of their travel purchases through supplier direct websites and/or if travel suppliers choose not to make their products and services available to us, our business may suffer. If any third party services which we depend on become unavailable, this could have a material adverse effect on our business, financial condition and results of operations, including through a deterioration in customers confidence in our ability to offer our services in a reliable manner. The termination or expiration of any of our contracts with suppliers and our inability to negotiate replacement contracts with other suppliers at comparable rates or to enter into such contracts in any new may also bring about these adverse effects. In addition, the efficiency, timeliness and quality of contract performance by third party providers will be largely beyond our direct control. Our inability to maintain our relationships with our distribution partners and ensure adherence to standard operating procedures by our distribution partners may affect our sales operations. The travel industry operates largely through global associate networks. We sell our tour and travel packages in our markets through various channels including franchisee shops, sales agents and direct marketing agents. If any of these agents terminate or do not renew their agreements with us, our distribution network may be reduced, which may affect our sales operations. Appropriate service delivery by these associates is critical for the success of our business. Our Company currently has longstanding healthy business relations with its associates and does 40

42 not foresee any major problem on service delivery from their side. However, while we have certain minimum standards required to be maintained by any of our agents, absence of adequate monitoring of these sales agents by us or inability to maintain effective relationships in future may also affect our sales operations and results of operations. We may fail to attract and retain enough sufficiently trained employees needed to support our operations and growth. The tour and travel industry is highly labour-intensive and our business success, to a significant extent, depends on our ability to attract, hire, train and retain qualified employees. The industry, including our Company, experiences employee turnover. There is significant need for professionals with skills necessary to perform the services we offer to our clients. It is possible that we may lose our skilled and trained staff to our competitors. High attrition rates, in particular, could result in a loss of domain and process knowledge, which could result in poor service quality and lead to breaches by us of our contractual obligations. This would also increase our recruiting and training costs and decrease our operating efficiency, productivity and profit margins and could lead to a decline in demand for our services. We may also be required to increase compensation to retain employees and remain competitive in the job market. This could increase our costs and affect our profitability. Lack of sufficiently qualified personnel could also limit our growth and our ability to establish operations in new markets and our efforts to expand geographically. Our failure to attract, train and retain personnel with the qualifications necessary to fulfil the needs of our existing and future clients, or to assimilate new employees successfully, could have a material adverse effect on our business, results of operations, financial condition and cash flows. Our success depends significantly upon our management team. Any inability on our part to attract and retain talented professionals or key managerial personnel may adversely affect our business and results of operations. We are highly dependent on our whole-time Directors, our senior management, and our other key managerial personnel for our business. Attracting and retaining talented professionals is key to our business growth. Our business model is reliant on the efforts and initiatives of our senior level management and our key managerial personnel, few of whom have been with us for a significant number of years. If one or more members of our senior management team were to leave their present positions, it may be difficult to find adequate replacements and our business could be adversely affected. In this regard, we cannot assure you that we will be able to retain our skilled senior management or managerial personnel or continue to attract new talents in the future. We are vulnerable to failure of our information technology systems, which could adversely affect our business. We also rely on external information technology infrastructure for our business, any failure of such infrastructure would adversely affect us. Our information technology systems are a critical part of our business and help us manage client details, bookings, schedules and inventory. Any technical failures associated with our information technology systems, including those caused by power failures and computer viruses and other unauthorized tampering, may cause interruptions in our ability to provide services to our clients. Corruption of certain information could also lead to delayed or inaccurate scheduling in our tour. All of this could affect our quality of services and may damage our reputation. In addition, we may be subject to liability as a result of any theft or misuse of personal information stored on our systems or any problems arisen due to wrong scheduling of the tour or any part of the tour. Further, we have entered into an agreement with global distribution system providers and use their information technology systems for our business. Any technical failure of their systems or interruption in their services due to any reason may hamper our business and would adversely affect us. We may also be vulnerable to rapid changes in technology standards. Technology changes rapidly, especially in the consumer-oriented tourism business, and our business may suffer if we are unable to keep up with the 41

43 latest information technology developments. In addition, we may be required to incur expenditure on information technology in order to keep up with the technological developments of its competitors. Exchange rate fluctuations may adversely affect our results of operations. We conduct business in a number of currencies, which subjects us to significant foreign exchange fluctuations that could adversely impact our results and operations. Revenues of Cox & Kings (UK) Ltd. and Holidaybreak are in Pounds, revenues of Cox & Kings (Japan) Limited are in Yen, revenues of East India Travel Company, Inc are in US$, revenues of Tempo Holidays Pty Ltd. are in AUD and India Inbound revenues are in US$, Euro and GBP. Generally, all outbound tours sold by us in India are charged to the client in the currency that is paid to the contractors. In other international operations, although we charge the tours to the client in the currency of the resident country, we manage the foreign exchange risk by entering into derivative contracts. Our profitability may be adversely impacted by fluctuations in these currencies if we are unable to fully hedge against these fluctuations. However, our foreign exchange business is affected by exchange fluctuation to the extent of proprietary trading in this area of business. We do not have escalation clauses in our contract with our customers. We do not have escalation clauses in the contract with our customers and consequently during period of rising prices or any adverse change in tariffs by our business associates/intermediaries, we may not be able to pass price increases to our customers, which could harm our operational results and financial condition. We face claims, liabilities and suits from our customers should they perceive any deficiency in service or in the event of bodily harm or injury to them while on tours organized by us. We may face financial liabilities or loss of reputation, in the event of accidents and mishaps on our tours. We attempt to mitigate the associated risks, which may happen due to factors beyond our control, through appropriate insurance cover. However, our insurance may not be able to cover all such risks. Any mishap, accident during the tour, which may or may not lead to personal injuries, may take place due to factors which are beyond our control. Occurrence of such events may have an adverse implication on our business. Our indebtedness and the conditions and restrictions imposed by our financing and other agreements could adversely affect our ability to conduct our business and operations. We have incurred a substantial amount of indebtedness which could adversely affect our financial condition. As of September 30, 2014, we had total debt (on a consolidated basis) of approximately `48.6 billion. In addition, we may incur additional indebtedness in the future. Our indebtedness could have several significant consequences, including but not limited to the following: we may be required to dedicate a portion of our cash flow towards repayment of our existing debt which will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate requirements; fluctuations in market interest rates may affect the cost of our borrowings since a majority of our indebtedness is payable at variable rates. The financing agreements with our lenders contain restrictive covenants that require us to maintain certain financial ratios and seek the prior permission of these banks and financial institutions for various activities. One such restrictive covenant gives our lenders the affirmative right to appoint or remove nominee Directors from the Board of Directors. These restrictive covenants may also affect some of the rights of our shareholders, including in relation to the declaration of dividends. There could be a material adverse effect on our business, financial condition and results of operations if we are unable to service our indebtedness or otherwise comply with the financial covenants of such indebtedness. 42

44 Some of our fixed assets, movable and immovable properties, and current assets (both present and future) have been mortgaged and/or charged, including by way of second charge. These charges include a charge over the escrow of our credit card receivables, personal guarantees by our Promoters, and corporate guarantees by our Company, our Subsidiaries and Associate companies, as well as counter guarantees issued by us in favor of lenders pursuant to the financing agreements. The aggregate value of the guarantees issued by our Company for loans taken by our subsidiaries was US$ 375 million as of September 30, Our inability to repay our loans or obtain a discharge of our security may result in enforcement or foreclosure proceedings against us, which may adversely affect our ability to conduct our business. Failure of our Subsidiaries to repay credit facilities may lead to the exercise of the guarantees given by our Company which will be a considerable financial liability for us, and materially adversely affect our financial condition and results of operations. We believe that our relationships with our lenders are good; we have in the past obtained consents from them to undertake various actions and have informed them of our activities from time to time. Compliance with the various terms in our financing agreements is, however, subject to interpretation and there can be no assurance that we have requested or received all consents from our lenders that are required by our financing documents. There can also be no assurance that we will receive any required consents on time or at all. If we fail to obtain such consents, it may adversely affect our ability to conduct our business, profitability, financial condition and results of operations. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. We may require additional funds in connection with our future business expansion and development initiatives. In addition to the net proceeds of this Issue and our internally generated cash flow, we may need additional sources of funding to meet these requirements, which may include entering into new debt facilities with lending institutions or raising additional debt in the capital markets. If we decide to raise additional funds through the incurrence of debt, our interest obligations will increase, and we may be subject to additional covenants. Such financing could cause our debt-to-equity ratio to increase or require us to create charges or liens on our assets in favor of lenders. If we decide to raise additional funds through the issuance of equity (other than through a rights issue to existing shareholders), the ownership interest of our existing shareholders will be diluted. We cannot assure you that we will be able to secure adequate financing in the future on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of any business development plans we may have, which may affect our business and future results of operations. We have, in the past, relied on our promoters to provide guarantees and pledges of their securities and other assets to our lenders to assist us in funding our expansion, which arrangements may not be available in future. We have historically depended on guarantees provided to our lenders by our Promoters and our Promoter Group in order to help fund our expansion plans and other business requirements. As of September 30, 2014, our Promoters and Promoter Group have provided guarantees for an aggregate amount of `5.06 billion. The Promoters and other members of the Promoter Group have not committed to provide such forms of credit support on an ongoing basis. In future, we may be unable to obtain future funding from lenders on favorable terms or at all without such support, which may curtail our expansion plans and have an adverse effect on our business and operations. The Promoters' shareholding in our Company may be diluted and result in a change of control. As of September 30, 2014, our Promoters and Promoter Group held 81,244,281 Equity Shares of our Company constituting 59.51% of our total pre-issue paid-up share capital. Out of the above, the Promoters and Promoter Group have collectively pledged 38,768,693 Equity Shares constituting 28.40% of our pre-issue paidup share capital as security for their personal loans. Any enforcement of the pledge created on the Equity Shares held by the Promoters will dilute the shareholding of the Promoters and may affect the management and control of our Company. 43

45 Our Company was unable to trace certain secretarial records and have relied on a search report of the RoC records conducted by an independent practicing company secretary. We were unable to trace secretarial records of RoC filings in respect of allotment of 100,000 Equity Shares in the years 1982, 1983 and In the absence of complete records, we have disclosed the built up of our Share Capital during this period on the basis of our audited financial statements of these relevant years, search report and as corroborated with entries in the Register of Members maintained by us. Our contingent liabilities could adversely affect our financial condition. As of September 30, 2014, our consolidated contingent liabilities, which are not provided for and which could adversely affect our financial condition, amounted to ` million, comprising the following: Guarantees given by banks of `3,425.1 million Claims against the Company not acknowledged as debts estimated at ` million Disputed income tax demand of `43.82 million against which the Company has made advance payment of `17.14 million. Disputed service tax demand of `1, million. If any of these liabilities becomes due and payable, it could have an adverse impact on our financial condition. Our Company has had negative cash flows from operations in a recent fiscal year We had negative cash flow in the year ended March 31, For further details, please refer to Management s Discussion on Financial Condition and Results of Operations. There can be no assurance that we will not experience negative cash flow from operations in future. Any decrease in cash flows could materially and adversely affect our financial condition and operations by reducing the cash flow available to fund capital expenditures, meet working capital requirements, pay dividends, pay outstanding indebtedness and service interest and use funds for other general corporate purposes This Placement Document contains certain financial data that have not been audited by our independent accountants. As a company whose shares are listed on the BSE and the NSE, we are required to prepare and make publicly available abridged quarterly standalone income statement information. We announced this standalone income statement for the six months ended September 30, This information has been reviewed by our independent auditors, but has not been audited. In connection with this announcement, we also announced abridged consolidated income statement information for the six months ended September 30, This abridged consolidated income statement information has not been reviewed by our independent auditors and is based solely on our Company s internal management reports. As a result, the abridged consolidated income statement information disclosed in the Placement Document for the six months ended September 30, 2014 may be different if it were subjected to audit procedures. Therefore, you should not place undue reliance on this information. We have has made capital investments in our Subsidiaries, and any failure in the performance, financial or otherwise, of our Subsidiaries could have a material adverse effect on our reputation, business, prospects, financial condition and results of operations. We have made and continue to make capital investments in and other commitments to expand the business of our Subsidiaries. As of September 30, 2014, our Company's total investment in subsidiaries was `1,

46 million. These investments and commitments include capital contributions to enhance the financial condition or liquidity position of these Subsidiaries. We may also make capital investments in the future, which may be financed through additional debt, including through debt of our Subsidiaries. If the business and operations of these Subsidiaries deteriorate, our investments may be required to be written down or written off. Additionally, certain advances may not be repaid or may need to be restructured or we may be required to make further capital outlays to support such companies. The complexity of transfer pricing regulations across countries may result in substantial tax liabilities. Each country s transfer pricing regulations require that international transactions involving associated enterprises be at an arm s-length price. Transactions between our Company and our Subsidiaries in other countries fall into this classification, at least for purposes of Indian tax laws and regulations. Accordingly, we will determine the pricing among our associated enterprises on the basis of detailed functional and economic analysis involving benchmarking against transactions with entities that are not under common control. If the applicable income tax authorities, on review of our tax returns, determine that the transfer price we applied was not appropriate, we may incur increased tax liability, including accrued interest and penalties. These penalties could be substantial and have an adverse effect on our business. Moreover, tax authorities around the world are being increasingly rigorous in their scrutiny of transactions and in the pursuit of tax recoveries which may lead to an increased overall tax rate for us. Our insurance coverage may not adequately protect us against certain operating hazards and this may have an adverse effect on our business. Travel and tourism services involve many risks that may adversely affect our operations, and the availability of insurance is therefore fundamental to our operations. While we believe that our insurance coverage is adequate for the travel and tourism business, there can be no assurance that any claim under the insurance policies maintained by us will be honoured fully, in part or on time. We maintain insurance policies for our material assets and business related risks. However, certain losses may arise due to assets being not economically insurable. To the extent that we suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage or if insurance premiums significantly increase, our results of operations and cash flow could be adversely affected. For details of our insurance cover, please refer to Business Insurance. Our Company is involved in a number of legal and regulatory proceedings that, if determined against the Company, could have a material adverse impact on our Company. Our Company and one of our associates are party to various legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts, tribunals, statutory and regulatory authorities, and other judicial authorities, and if determined against us, could have an adverse impact on our business, financial condition and results of operations. No assurance can be given as to whether these legal proceedings will be decided in our favor or have an adverse outcome, nor can any assurance be given that no further liability will arise out of these claims. Any adverse decision may have a significant impact on our business and reputation, financial condition and results of operations. There have been instances, in the past, wherein district courts in India have found us guilty of providing deficient service and we have been made to pay damages for providing such deficient service. Damages awarded by Indian Courts may vary and are unpredictable. If any of the current pending consumer disputes are resolved against us and we are made liable to pay damages to the consumer, we may be required to restrict or modify our operations. Since these proceedings allege deficiency in providing service, any adverse decision could affect our reputation in the market. Our joint venture with IRCTC has ceased operations and is the subject of legal proceedings. Our Company received a notice from IRCTC in August 2011 for termination of the joint venture under the name of "Royale Indian Rail Tours Limited" which was formed by the Company with IRCTC in December

47 to operate a luxury train in India. The matter is currently pending before the Hon ble Supreme Court of India for adjudication. For further details please see the section titled "Outstanding Litigation". In case the dispute is not adjudicated in favor of the Company it may lead to termination of the joint venture, loss of the investment made the Company in the joint venture and loss of future earnings and profit. Our Company may also not be able to recover the legal costs associated with the dispute. Our business is subject to significant regulation and we may be adversely affected by changes to existing regulation, the introduction new regulations and/or a failure to comply with any such regulation. We are subject to significant regulation, which may limit our operational flexibility and/or involve material cost. Non-compliance with the applicable regulations could lead to legal or regulatory sanctions, as well as reputational damage. Our business, financial condition and results of operations could be adversely affected by unfavorable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations applicable to us and our businesses, could decrease demand for products and services, increase costs and/or subject us to additional liabilities. Our success depends on our trademarks and proprietary rights and any failure to protect our intellectual property rights may adversely affect our competitive position. Our Company s business might be affected due to our inability to protect our existing and future intellectual property rights. We own various intellectual property rights, in particular, trademarks, which are fundamental to our brand, which gives us a competitive advantage. We use our intellectual property rights to promote and protect the goodwill of our brand, enhance our competitiveness and otherwise support our business goals and objectives. As of the date of the Placement Document, several of our marks are pending registration and renewals under various classes of the Trademarks Act, Further, opposition cases have been filed with the Trademark Registry against registering our mark as a trademark. Any delay or refusal to register these trademarks could adversely affect our business. We cannot guarantee that all the pending applications will be decided in the favour of our Company. If any of our trademarks are not registered it can allow any person to use a deceptively similar mark and market its product which could be similar to the products offered by us. Such infringement will hamper our business as prospective clients may go to such user of mark and our revenues may decrease. Our key brands are registered in our name in most of markets in which we operate. However, our inability to register any existing or new intellectual property can allow any person to use a deceptively similar mark and market its product which could be similar to the products offered by us. Such infringement will hamper our business as prospective clients may go to such user of the trademark and our revenues may decrease. Our Company's business might be affected due to our inability to protect our existing and future intellectual property rights. We currently require several regulatory approvals or licenses in the ordinary course of business and the failure to obtain them in a timely manner or at all may adversely affect our operations. We currently require several approvals, licenses, registrations and permissions for operating our business, some of which are due to expire and for which we have either made or are in the process of making an application for obtaining the approval or its renewal. If we fail to obtain some or all of these approvals or licenses, or renewals thereof, in a timely manner or at all, our operations could be affected. Furthermore, the success of our strategy to expand our existing business and operations or acquire new business is contingent upon, inter alia, receipt of all required licenses, permits and authorizations, including local permits. In the future, we will be required to renew such permits and approvals and obtain new permits and approvals for our proposed operations. While we believe that we will be able to renew or obtain such permits and approvals as and when required, there can be no assurance that the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Failure to renew, maintain or obtain the required permits or approvals may 46

48 result in the interruption of our operations or delay in or prevent our expansion plans and may have a material adverse effect on our business, financial condition and results of operations. We operate on leased and licensed premises, and if we are unable to renew the leases and licenses, our operations may be adversely affected, or there may be a disruption in our business activities, which may result in a loss of profitability. All the offices through which we operate our business in India are taken by us on lease through lease and license agreements with third parties. We may in the future enter into further such arrangements with third parties. Any adverse impact on the title, ownership rights and/or development rights of our landlords from whose premises we operate, or breaches of the contractual terms of such leave and license agreements, may impede our operations. In the event such leases or licenses are not renewed, or there is any disruption in our business activities due to deficiency of title, our operations and in turn profitability will be adversely impacted. Certain material agreements relating to our operations do not have provisions for arbitration. Certain material agreements relating to our operations, including our services arrangements with strategic partners, do not have provisions for arbitration. Thus enforcement of these agreements can be done only in a court of law. Any delay in the enforcement of these agreements may result in disruption of our business activities and operations and in turn may adversely impact our profitability. Our Promoters and our Promoter Group entities have equity interests in affiliated companies that offer services that are related to our Business, which may create conflicts of interest. Our promoters and our promoter group entities have equity interests in other companies that offer services that are related to our business, such as Ezeego One Travels & Tour Limited (Ezeego), Forever Travel Distribution Private Limited (Forever) and Far Pavilions Tours and Travels Private Limited (Far Pavilions). Ezeego and Forever are in the business of online ticketing and selling travel products and Far Pavilions is in charter business. There may be conflicts of interest in addressing business opportunities and strategies in circumstances where our interests differ from other companies in which one or more of our promoters or our promoter group has an interest. None of our promoters or our promoter group has undertaken to refrain from competing with our business or obligated to direct any opportunities in the tour and travel industry to us. There could be possibilities where new business opportunities which could be available to us may be directed to these affiliated companies instead. Our promoters and our promoter group may also confine us from entering into certain businesses related to our own, which may be important for our growth in the future, as they may already have interests in other similar businesses. We have in the past entered into related party transactions and may continue to do so in the future. We have, in the course of our business entered into transactions with related parties that include entities forming part of our Promoter Group. For details, please see Related Party Transactions in Schedule 13 of our financial statements. While we believe that all such transactions have been conducted on an arms-length basis and under normal commercial terms, there can be no assurance that we could not have achieved more favorable terms had such transactions not been entered into with related parties. Furthermore, it is likely that we will continue to enter into related party transactions in the future. There can be no assurance that such transactions, individually or in the aggregate, will not have an adverse effect on our financial condition and results of operations. The Promoters, Promoter Group and key investors will hold a majority or significant equity stake of our equity shares after the issue and can therefore determine the outcome of shareholder voting and influence our operations. 47

49 As of September 30, 2014, our Promoters and Promoter Group held 8,12,44,281 Equity Shares of our Company constituting 59.51% of the total pre-issue paid-up share capital of our Company. After the completion of this Issue, our Promoters and Promoter Group will collectively hold significant portion of the Company. Furthermore, members of our Promoter Group may subscribe to a preferential issue of warrant to prevent their shareholding from being significantly diluted as a result of this offering. Our Promoters and Promoter Group will therefore will be able to exercise a significant degree of influence over us and will be able to control the outcome of any proposal that can be passed with a majority shareholder vote. In addition, the Promoters have the ability to block any resolution by our shareholders, including amendments of the Articles of Association, issuance of additional shares of capital stock, commencement of any new line of business, and similar significant matters. The Promoters will be able to control or influence most matters affecting us, including the appointment and removal of officers, our business strategies and policies, dividend payouts, capital structure and financing, and delay or prevent a change in control, impede a merger, consolidation, takeover or other business combination involving us, or discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us even if such action were in the best interests of the shareholders as a whole. In addition, The Rohatyn Group has made a significant investment in our subsidiary (i.e. Prometheon Holding (UK) Limited, the holding company of Holidaybreak) that provides them with a degree of control over its operations. The Promoters and key investors, such as The Rohatyn Group, may also continue to have the ability to cause us to take actions that are not in, or may conflict with, our interests and or the interests of our minority shareholders, and there can be no assurance that such actions will not have an adverse effect on our future financial performance and the price of our equity shares. We are subject to operating risks applicable to the travel and tourism industry. We are exposed to many types of operational risk, including increases in operating expenses, such as salaries and staff costs, insurance and taxes, increases in hotel room rates and air fares, transportation and fuel costs for sustained periods in India and internationally. Our inability to manage costs could adversely impact our operating margins. Increases in transportation and fuel costs for sustained periods in India and internationally (affecting inbound travel from abroad) could also unfavorably impact future results. Similarly, we are dependent on our IT information systems and electronic reservation system. Any disruption in these systems could result in the loss of important data, increasing our expenses and generally harm our business. The travel and tours industry is cyclical and sensitive to changes in the economy and this could have a significant impact on our operations and financial results. The travel and tours industry is cyclical and sensitive to changes in the economy in general. The sector may be unfavorably affected by such factors as changes in the global and domestic economies, changes in local market conditions. If the economic growth of India or other countries that we operate in slows down there may be a gradual decline in the willingness for people to travel. A global or domestic recession may severely impact the tour and travel industry and consequently our business. Such adverse developments in the tour and travel industry in India or in the countries where our subsidiaries are located or where we have our agents, branches and representative offices, will have a negative impact on our profitability and financial condition. Our business may be severely impacted by continued market volatility. Further and/or sustained deterioration in the global economy could result in a significant decrease in demand for holidays and/or air travel as customers may be inclined to adopt cost-saving measures. Disruptions in the travel industry, such as those caused by terrorism, war, inclement weather, health concerns, bankruptcies and/or general economic downturns, could adversely affect our business, financial condition and results of operations. 48

50 Our business, financial condition and results of operations are affected by the health of the worldwide travel industry. Accordingly, downturns or weaknesses in the travel industry could adversely affect our business. Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns. Events or weakness in the travel industry that could negatively affect our business include price escalation in the airline industry or other travel-related industries, airline or other travelrelated strikes, airline bankruptcies, liquidations or consolidations and fuel price escalation. Additionally, our business is sensitive to safety concerns, and thus our business may decline after incidents of terrorism, during periods of political instability or geopolitical conflict in which travelers become concerned about safety issues, as a result of inclement weather such as hurricanes or when travel might involve health-related risks, such as avian flu. Such concerns could result in a protracted decrease in demand for our travel services. The occurrence of swine flu, SARS disease, bird flu epidemic and mad cow disease saw a drop in the number of tourist arrivals in the affected countries. The suspension of flights as a precautionary measure also impacts the numbers of tourists coming into the country. We have experienced cancellations of the tour bookings in light of such epidemics. Though we have in the past managed to control the losses by directing the tours to other countries, we may in the future not be able to control the losses due to cancellations on account of such epidemics. Also we may have to adopt low- price promotion policies, which may affect our profitability. Moreover, the travel and tourism industry has been affected by the closure of much of Northern Europe s airspace in April 2010 caused by volcanic dust in the atmosphere. Any similar prolonged closure of European airspace could have a material adverse impact on our operations, resulting increased costs, consisting largely of stranded passengers accommodation and repatriation, as well as the impact of holiday cancellations. Airlines and package holiday providers are also exposed to the risk of losses from political instability, accidents, terrorist attacks, acts of sabotage and natural catastrophes, climate change, outbreaks of diseases, epidemics, social unrest, civil war, international conflicts and failing governments, which could be of a magnitude that would threaten their economic viability. We operate in 23 markets, where our operations will be at risk of both domestic and international geopolitical events impacting business performance as such events could directly affect customers propensity to travel. This may lead to a reduction in consumer spending on holidays and leisure travel products, which could adversely impact on our financial performance. In addition, the disruption of the existing travel plans of a significant number of travelers upon the occurrence of certain events, such as terrorist activity or war, could result in the incurrence of significant additional costs if we provide relief to affected travelers by not charging cancellation fees or by refunding the price of airline tickets, hotel reservations and other travel products and services. This decrease in demand, depending on its scope and duration, together with any future issues affecting travel safety, could significantly and adversely affect our business, results of operations and financial condition over the short and long-term. Regional conflicts in the Indian sub-continent could adversely affect the Indian economy and cause our business to suffer. The Indian sub-continent has from time to time experienced instances of civil unrest and hostilities among neighbouring countries. Events of this nature in the future, as well as social and civil unrest within other countries, could influence the Indian economy and could have a material adverse effect on the inbound and outbound tourism and on our business. Terrorist attacks, civil unrest and other acts of violence or war involving India and other countries could adversely affect the financial markets and our business. Terrorist attacks and other acts of violence or war may cause a drop in the number of arrivals into the country. Countries have been known to regulate the number of arrivals after such attacks. After the September 11, 2001 attacks, the US government has passed stringent regulations governing the inflow of arrivals in the United States. 49

51 Such attacks affect the tour and travel industry directly including people becoming averse to travelling to locations where such terrorist attacks are prevalent. A material portion of our revenues are generated from ground handling. If the number of tourist arrivals were to decrease as a result of terrorist attacks in India, it will negatively impact our revenues. Terrorist attacks and civil unrest may also have an adverse effect on Indian stock markets on which our equity shares will be traded. These acts may also result in a loss of business confidence, make travel and other services more difficult and may ultimately adversely affect our business. India has also witnessed civil disturbances in recent years and it is possible that future civil unrest as well as other adverse social, economic and political events in India could have a negative impact on us. Such incidents could also create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse impact on our business and the price of our equity shares. Any downgrading of India s sovereign rating by an international rating agency could have a negative impact on our business. Any adverse revisions to India s sovereign credit ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional financing, and the interest rates and other commercial terms at which such additional financing is available. This could have a material adverse effect on our business and financial performance, our ability to obtain financing for capital expenditures and the price of our Equity Shares. We may be exposed to risks associated with the limitation of greenhouse gas emissions and related trading schemes for allowances. Under the United Nations Framework Convention on Climate Change, 1992 and the Kyoto Protocol, 1998, certain contracting states entered into obligations to control and reduce emission of greenhouse gases. To comply with its obligations under public international law, the European Union introduced a scheme in 2003 (the "2003 Scheme") for greenhouse gas emission allowance trading for the cost-effective reduction of such emissions. The 2003 Scheme enables the European Union and its member states to meet the commitments to reduce greenhouse gas emissions made in the context of the Kyoto Protocol, The aviation industry has been included in the 2003 Scheme from January 1, Consequently companies operating aircraft routes within, to or from the European Union are required to curb their carbon dioxide emissions and account for those emissions by surrendering allowances. This move has triggered opposition from various airline operators and many countries, including India. The long-term effects of this trading scheme for us are not foreseeable with any degree of certainty but it may lead to a decrease in demand for air travel and/or reduce our profit margin on airline tickets. Moreover, further regulations on greenhouse gas emissions might be enacted in one or more of our markets. All of these factors may limit operational flexibility, increase costs and therefore may have a material adverse effect on our financial position. Investors may have difficulty enforcing judgements against us or our management We are a limited liability company incorporated under the laws of India. Most of our Directors and executive officers are residents of India. As a result, it may not be possible for investors to effect service of process upon us or such persons in jurisdictions outside India or to enforce judgements obtained against us or such persons outside India. For more information please see the section titled "Enforcement of Civil Liabilities". Indian dividend taxes or surcharges could negatively affect our tax liability. Under current Indian laws, no tax is payable by the recipients of dividends on shares of an Indian company. However, if we declare/distribute a dividend, we are required to pay a dividend distribution tax at a rate of % (including a surcharge of 5% and education cess and higher education cess of 3% on tax and surcharge) on the dividend so declared or distributed. The Finance Act (No 2), 2014 has with effect from October 50

52 1, 2014 amended the provisions of Section 115-O of the Income Tax Act to provide that tax on dividends to be distributed by domestic companies is to be computed on the grossed up amount of dividend by the rate of tax on such dividend, instead of the net amount paid. The Government may in the future increase the surcharges and dividend distribution taxes it imposes. Any future increase in dividend distribution taxes or surcharges could adversely affect our tax liability. Significant differences exist between Indian GAAP and other accounting principles with which investors may be more familiar. Our financial statements are prepared in conformity with Indian GAAP, consistently applied during the periods stated and no attempt has been made to reconcile any of the information given in this Placement Document to any other principles or to base it on any other standards. Indian GAAP and Indian auditing standards may differ from accounting principles and auditing standards with which prospective investors may be familiar in other countries. Significant differences exist between Indian GAAP and IFRS which may be material to the financial information contained in this Placement Document. We have made no attempt to quantify the effect of any of these differences and Indian GAAP does not require such quantification. In making an investment decision, investors must rely upon their own examination of us, the terms of the Issue and the financial information contained in this Placement Document. Risks associated with investing in an Indian company Public companies in India, including our Company, may be required to prepare financial statements under new Indian Accounting Standards and any failure by if Company to adopt the new Accounting Standards in the preparation of our financial statements may have a material adverse effect on our results of operations or financial condition. The Ministry of Corporate Affairs has notified the Indian Accounting Standards (Ind AS) which are a set of new accounting standards which converge with the IFRS. The implementation of Ind AS will be done in a phased manner and the roadmap for implementation will be notified by the Ministry of Corporate Affairs, Government of India. Public companies in India, including our Company, may be required to prepare annual and interim financial statements under Ind AS. It is unclear at present to what extent Ind AS will impact the financial statements of the Indian companies and when Indian companies will be required to prepare their financial statements on such basis. If we are required to make a transition from the current accounting practices to new accounting standards, such as Ind AS, we may encounter difficulties in the on-going process of implementing and enhancing our management information systems. There can be no assurance that our adoption of any new accounting standards will not adversely affect our business, profitability, financial conditions and the results of our operations. Central and State Governments in India have introduced various schemes and initiatives to boost tourism. Any withdrawal or adverse changes to such schemes and initiatives may adversely affect our business. The Central and State Governments in India are actively promoting India as a tourist destination through their campaign called "Incredible India". This has provided a major boost to the Indian tourism sector. Any decision by the Government to withdraw these promotional activities and campaigns can have an adverse impact on the growth of the sector. Our business and activities will be regulated by the Competition Act, The Parliament has enacted the Competition Act, 2002 (the "Competition Act") for the purpose of preventing practices that have or are likely to have an adverse effect on competition in India. Under the Competition Act, any arrangement, understanding or action whether formal or informal which causes or is likely to cause an appreciable adverse effect on competition is void and attracts substantial penalties. Any agreement, which, among other things, directly or indirectly determines purchase or sale prices, limits or controls production, 51

53 supply or distribution of goods and services, shares the market or source of production by way of geographical area or number of customers in the market or where parties indulge in bid rigging is presumed to have an appreciable adverse effect on competition. The Competition Act also regulates combinations (i.e. acquisitions, acquiring of control, mergers or amalgamations). Provisions of the Competition Act relating to acquisitions, mergers or amalgamations of enterprises that meet certain asset or turnover thresholds and regulations issued by the Competition Commission of India with respect to notification requirements for such combinations became effective in June Further acquisitions, mergers or amalgamations by us in India may require the prior approval of the Competition Commission of India, which may not be obtained in a timely manner or at all. The Competition Commission of India has been already acted to restrain the abuse of dominant position in a few industries. However it is as yet unclear at present as to how the Competition Act will affect the travel and tourism industry in India. If we are affected, directly or indirectly, by any provision of the Competition Act, or its application or interpretation, including any enforcement proceedings initiated by the Competition Commission of India and any adverse publicity that may be generated due to scrutiny or prosecution by the Competition Commission of India, it may have a material adverse effect on our business, profitability, financial conditions and the results of our operations. The ability of Indian companies to invest in companies located outside India depends on the approval of the RBI. Foreign exchange laws in India presently permit Indian companies to acquire or invest in foreign companies without any prior governmental approval up to an aggregate amount not exceeding 400% of the net worth of the Indian company as of the date of its most recent audited balance sheet. Acquisitions in excess of the 400% net worth threshold require prior RBI approval. The requirement to obtain approvals for acquisitions of companies located outside India in the future from the RBI may restrict our international growth, which could adversely affect our business, profitability, financial conditions and the results of our operations. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to attract foreign investors, which may adversely impact the market price of the Equity Shares. Under the foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely permitted (subject to certain exceptions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares is not in compliance with such pricing guidelines or reporting requirements or fall under any of the exceptions referred to above, then the prior approval of the RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into foreign currency and repatriate that foreign currency from India will require a no objection/ tax clearance certificate from the income tax authority. There can be no assurance that any approval required from the RBI or any other government agency can be obtained on any particular terms or at all. The ability of Indian companies to raise foreign capital may be constrained by Indian law. Our Company is subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory restrictions limit our financing sources for our Company s projects under development and hence could constrain our ability to obtain financings on competitive terms and refinance existing indebtedness. In addition, our Company cannot assure you that the required approvals will be granted to our Company without any conditions, or at all. Any limitations on our Company s ability to raise foreign debt may have an adverse impact on our business, profitability, financial conditions and the results of our operations. Risks associated with the Equity Shares There may not be an active or liquid market for the Equity Shares, which may cause the price of the Equity Shares to fall and may limit investors ability to sell the Equity Shares. 52

54 The price at which the Equity Shares will trade after this Issue will be determined by the stock market and may be influenced by many factors, including: our Company s financial results and the financial results of the companies in the businesses its operates in; the history of, and the prospects for, our Company s business and the sectors and industries in which it competes; the valuation of publicly traded companies that are engaged in business activities similar to our Company s; and significant developments in India s economic liberalisation and deregulation policies. In addition, the Indian stock market has from time to time experienced significant price and volume fluctuations that have affected the market prices for the securities of Indian companies. As a result, investors in the Securities may experience a decrease in the value of the Securities regardless of the Company s operating performance or prospects. Future issues or sales of Equity Shares by our Company may significantly affect the trading price of the Equity Shares. A future issue of Equity Shares by our Company or a sale by any of its significant shareholders, or the perception that such issues or sales may occur, may significantly affect the trading price of the Equity Shares of our Company. Investors in the Securities will experience dilution upon the issue and allotment of additional Equity Shares. Other than (i) the agreements which our Company s shareholders will execute restricting their ability to offer, pledge, sell, contract to sell, purchase any option or contract to sell, grant or sell any option, right, contract or warrant to purchase, lend, make any short sale or otherwise transfer or dispose of any Equity Shares for a certain period of time as a result of this Issue, or (ii) any regulatory consent that may be required under applicable law, there are no restrictions on our Company s ability to issue further Equity Shares, including any securities to the Promoters, and there can be no assurance that our Company will not issue further Equity Shares in the future. The issue or sale of a large number of our Company s Equity Shares by it or any of its significant shareholders, or the perception that such issues or sales may occur, could adversely affect the market price of the Securities. The Securities are subject to transfer restrictions. The Securities are being offered under transactions not required to be registered under the Securities Act. Therefore, the Securities may be transferred or resold only in a transaction registered under or exempted from the registration requirements of the Securities Act and in compliance with all other applicable securities laws in the jurisdictions where the Securities are being sold. Pursuant to the SEBI Regulations, for a period of 12 months from the date of the issue of the Securities, QIBs purchasing the Securities may only sell them on the Stock Exchanges and may not enter into any off-market trading in respect of these Securities. This may affect the liquidity of the Securities purchased by investors and it is uncertain whether these restrictions will adversely impact the market price of the Securities purchased by Investors. Investors may be subject to Indian taxes arising out of capital gains. Under current Indian tax laws and regulations, capital gains arising from the sale of equity shares in an Indian company are generally taxable in India. Any gain realised on the sale of listed equity shares on a stock exchange held for more than 12 months will not be subject to capital gains tax in India if securities transaction tax (STT) has been paid on the transaction. STT will be levied on and collected by the Stock Exchanges on which the Equity Shares are sold. Any gain realised on the sale of Equity Shares in an Indian company held for more than 12 months which are sold other than on a recognised stock exchange and on which no STT has been paid, will be subject to long term capital gains tax in India. Any gain realised on the sale of listed equity shares held for a period of twelve (12) months or less will be subject to short term capital gains tax in India. Further, Indian tax on 53

55 capital gains may be relieved under certain tax treaties. For further information, please refer to the section titled "Taxation". There is no guarantee that the Securities proposed to be issued will be listed on the BSE and the NSE in a timely manner or at all. In accordance with Indian law and practice, final approval for the listing of the Securities in the Issue will not be granted until after the Securities have been issued and allotted. Approval will require all other relevant documents authorising the issuing of Securities to be submitted to the Stock Exchanges. There could be a failure or a delay in listing the Securities on the BSE and the NSE. Any failure or delay in obtaining the approval would restrict investors ability to trade in Securities on the Stock Exchanges. Any trading closures at the Stock Exchanges may adversely affect the trading price of the Securities. The regulation and monitoring of Indian securities markets and the activities of investors, brokers and other participants differ, in some cases significantly, from those in certain other securities markets. The Stock Exchanges have in the past experienced problems, including temporary exchange closures, broker defaults, settlements delays and strikes by brokerage firm employees, which, if continuing or recurring, could affect the market price and liquidity of the securities of Indian companies, including the Securities, in both domestic and international markets. A closure of, or trading stoppage on, any of the Stock Exchanges could adversely affect the trading price of the Securities. Rights of shareholders under Indian law may be more limited than under the laws of other jurisdictions. Our Company s corporate affairs are governed by its constitutional documents, regulation by its Board of Directors and provisions of Indian law govern our Company s corporate affairs. Legal principles relating to these matters and the validity of corporate procedures, Directors fiduciary duties and liabilities and shareholders rights may differ from those that would apply to a company in another jurisdiction. Shareholders rights under Indian law may not be as extensive as shareholders rights under the laws of other countries or jurisdictions. Investors may have more difficulty in asserting their rights as a shareholder than as a shareholder of a corporation in another jurisdiction. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a shareholder's ability to sell, or the price at which it can sell, Equity Shares at a particular point in time. We are subject to a daily circuit breaker imposed by all stock exchanges in India which does not allow transactions beyond certain volatility in the price of the Equity Shares. This circuit breaker operates independently of the index-based market-wide circuit breakers generally imposed by the SEBI on Indian stock exchanges. The percentage limit on our circuit breaker is set by the stock exchanges based on the historical volatility in the price and trading volume of the Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker from time to time, and may change it without our knowledge. This circuit breaker effectively limits the upward and downward movements in the price of the Equity Shares. As a result of this circuit breaker, there can be no assurance regarding the ability of shareholders to sell the Equity Shares or the price at which shareholders may be able to sell their Equity Shares. There may be less information available about companies listed on Indian securities markets as compared to the information available about companies listed on securities markets in other countries. There is a difference between the level of regulation, disclosure and monitoring of the Indian securities markets and the activities of investors, brokers and other participants and that of markets in the United States and 54

56 other more developed economies. For example, we are not required to and do not publish consolidated financial information other than on an annual basis at the end of each fiscal year. The SEBI is responsible for ensuring and improving disclosure and other regulatory standards for the Indian securities markets. Under the terms of the listing agreement which every listed company enters into with the relevant stock exchange, certain information needs to be disclosed to the stock exchange which is then made available to the general public. Though, the SEBI has issued regulations and guidelines on disclosure requirements, insider trading and other matters, there may be less publicly available information about Indian public companies, including us, than is regularly disclosed by public companies in other countries with more mature securities markets. As a result you may have access to less information about our business, results of operations and financial conditions, and those of our competitors that are listed on the Indian Stock Exchanges and other stock exchanges in India, on an on-going basis than you may have in the case of companies subject to reporting requirements of other countries. 55

57 USE OF PROCEEDS The net proceeds from the issue and sale of up to 32,787,000 Equity Shares by our Company as described in this Placement Document are estimated to be up to approximately ` 9, million (Net Proceeds). Subject to compliance with applicable laws and regulations, we intend to use the Net Proceeds for pre-payment / repayment of debt general corporate purposes and for or such other purpose as the Board may decide. In accordance with the policies approved by the Board and as permissible under applicable laws and government policies, our management will have flexibility in deploying the Net Proceeds. Pending utilization for the purposes described above, we intend to temporarily invest funds in creditworthy instruments, including money market Mutual Funds and deposits with banks and any corporate deposits. Such investments would be in accordance with the investment policies as approved by the Board from time to time and all applicable laws and regulations. 56

58 The following table shows, as of March 31, 2014: CAPITALISATION AND INDEBTEDNESS our Company's actual capitalisation and indebtedness on a consolidated basis; and our Company's capitalisation on a consolidated basis as adjusted for the Issue. As of March 31, 2014 (in ` million) Actual As adjusted for the Issue (1) Shareholder's funds Share Capital Securities Premium 7, ,028.0 (2) Minority interest 8, ,205.4 Reserve and Surplus (excluding Securities Premium) 9, ,484.1 Total Shareholder's funds 25, ,564.1 Loan funds Secured loans 53, ,659.3 Unsecured loans 2, ,176.6 Total debt 55, ,835.9 Total Capitalisation 81, ,400.0 (1) As adjusted for the number of Equity Shares issued. (2) The Securities Premium is net of the estimated Issue expenses of million This table should be read in conjunction with our financial statements and the related notes, "Management Discussion and Analysis of Financial Conditions and Results of Operations" and other financial information contained in "Financial Information" in this Placement Document. 57

59 CAPITAL STRUCTURE i) The authorised, issued, subscribed and paid up capital (number of securities, description and aggregate nominal value): Particulars Authorised Capital ` in million 1,100.0 (220,000,000 Equity Shares of `5 each) Issued Capital before the Issue (136,527,890 Equity Shares of `5 each) Subscribed and Paid Up Capital before the Issue (136,527,890 Equity Shares of `5 each) Present Issue in terms of this Placement Document ( 32,787,000 Equity Shares of ` 5 each) Subscribed and Paid-Up Capital after the Issue (169,314,890 Equity Shares of ` 5 each) Securities Premium Account Before the Issue After the Issue (1) 7, (1) The Securities Premium is net of the estimated Issue expenses of million ii) The history of the Equity Share capital of our Company is provided in the following table: S. No. Date of Allotment of fully Paid-up Shares Number of Equity Shares Allotted Face Value (`) Issue Price (`) Nature of Allotment Nature of Consideration Cumulative Number of Shares Allotted Cumulative Paid Up Share Capital (`) 1 June 9, , Fresh Cash 1,000 10,000 2 July 27, Fresh Cash 1,500 15,000 3 October 27, , Fresh Cash and consideration other than cash 100,000 1,000,000 58

60 4 December 28, , Fresh Cash 105,000 1,050,000 5 May 31, , Fresh Cash 110,000 1,100,000 6 July 1, , Fresh Cash 125,000 1,250,000 7 August 10, , Fresh Cash 130,000 1,300,000 8 November 26, , Fresh Cash 150,000 1,500,000 9 May 2, , Fresh Cash 200,000 2,000, March 31, , Right Issue i Cash 400,000 4,000, August 1, , Right Issue ii Cash 594,750 5,947, March 31, , Right Issue ii Cash 600,000 6,000, November 5, , Right Issue iii Cash 800,000 8,000, September 19, , Fresh Issue Cash 840,000 8,400, June 20, , Fresh Issue Consideratio n other than cash 900,000 9,000, June 2, ,540, Right Issue iv Cash 5,440,000 54,400, September 1, ,041, Fresh Issue Consideratio n other than cash 6,481,315 64,813, October 15, ,443, Nil Bonus Issue # Nil 25,925, ,252, October 15, ,000, Fresh Issue Cash 27,925, ,252, July 23, ,547, Right Issue v Cash 47,472, ,729, December 3, ,450, Initial Public Offering Cash 62,922, ,229, August 16, ,41, Global Deposito ry Receipt Cash 68,263, ,639,450 59

61 23 June 7, Stock Split ## - 136,527, ,639,450 Notes: # The Company, on October 15, 2007, issued bonus shares to its eligible members as per the Companies Act, 1956, in the ratio of Three Equity Share for every One Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 19,443,945 Equity Shares were issued. ## The shareholders of the Company by a resolution of June 7, 2011 through postal ballot approved the subdivision of the nominal value of the equity share capital from `10 each paid per equity shares into two equity shares of `5 each paid up. i. The Company, on March 31, 1990, issued shares for cash at par on right basis to its eligible members as per the Companies Act,1956, in the ratio of One Equity Share for every One Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000 Equity Shares were issued. ii. The Company, on August 1, 1996, issued shares for cash at par on right basis to its eligible members as per the Companies Act,1956, in the ratio of One Equity Share for every Two Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000 Equity Shares were issued. iii. The Company, on November 5, 1998, issued shares for cash at par on right basis to its eligible members as per the Companies Act,1956, in the ratio of One Equity Share for every Three Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 200,000 Equity Shares were issued. iv. The Company, on June 2, 2005, issued shares for cash at par on right basis to its eligible members as per the Companies Act,1956, in the ratio of Six Equity Share for every One Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 4,540,000 Equity Shares were issued. v. The Company, on July 23, 2009, issued shares for cash at par on right basis to its eligible members as per the Companies Act, 1956, in the ratio of Seven Equity Share for every Ten Equity Shares held by members and such new shares were fully paid and ranked pari passu with the existing equity shares. A total of 19,547,682 Equity Shares were issued. Preferential issue The Board has pursuant to its resolution dated November 20, 2014, subject to the approval of the shareholders of our Company, approved issuance of up to 72,50,000 warrants convertible into 72,50,000 Equity Shares to Standford Trading Private Limited, a promoter group entity of our Company, at a price to be determined in accordance with Chapter VII of the SEBI Regulations. The price of such warrants shall not be less than the Issue Price. 60

62 MARKET PRICE INFORMATION Period The Equity Shares are listed on the BSE and NSE. The closing price of the Equity Shares on the BSE as of November 24, 2014 was ` and on the NSE as of November 24, 2014 was ` The tables set forth below provide certain stock market data for the BSE and the NSE and is for the periods that indicate the high and low closing prices of the Equity Shares and also the volume of trading activity. 1. The high, low and average market prices of the Equity Shares during the preceding three calendar year periods: BSE High (`) Date of High 2011 # Jan Jan Mar- 13 No. of Equity Shares Traded on Date of High Total Volume of Equity Shares Traded on Date of High (` in million) Low (`) Date of Low 25, Dec- 11 7,18, Jun- 12 2,54, Aug- 13 No. of Equity Shares Traded on Date of Low Total Volume of Equity Shares Traded on Date of Low (` in million) Average Price for the Period * (`) Equity Shares Traded in the Periods Volume Value (` in million) 18, ,77,151 5, ,06, ,24,641 4, , ,80,860 2, (Source: Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section. * Average of the daily closing prices. # The prices of the shares have been adjusted for a 1:2 split done during the year. NSE Period High (`) Date of High No. of Equity Shares Traded on Date of High Total Volume of Equity Shares Traded on Date of High (` in million) Low (`) Date of Low 2011 # Jan-11 43, Dec ,83, Jun- Jan ,60, Oct- Mar (Source: 61 No. of Equity Shares Traded on Date of Low Total Volume of Equity Shares Traded on Date of Low (` in million) Average Price for the Period * (`) Equity Shares traded in the Periods Volume Value (` in million) 63, ,71,705 16, ,90, ,98,022 13, ,59, ,69,991 7,832.40

63 Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section. * Average of the daily closing prices # The prices of the shares have been adjusted for a 1:2 split done during the year. 2. Monthly high and low prices of the Equity Shares for the six months preceding the date of filing of the Placement Document: BSE Months May Jun High (`) Date of High No. of Equity Shares Traded on Date of High Total Volume of Equity Shares Traded on Date of High (` in million) Low (`) Date of Low No. of Equity Shares Traded on Date of Low Total Volume of Equity Shares Traded on Date of Low (` in million) Average Price for the Month* (`) Equity Shares traded in the Month 30- May- 14 1,84, Jun- 14 2,63, Volume Value (` in million) 07- May , ,89, Jun ,29, ,94, Jul- 14 3,82, ,00,736 1, Aug , ,29, Sep , ,92, Oct , ,883, Jul Jul-14 86, Aug- Aug ,50, Sep- Sep ,09, Oct- Oct , (Source: Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section. * Average of the daily closing prices. NSE Months High (`) Date of High May Jun Jul Aug No. of Equity Shares Traded on Date of High Total Volume of Equity Shares Traded on Date of High (` in million) Low (`) Date of Low No. of Equity Shares Traded on Date of Low Total Volume of Equity Shares Traded on Date of Low (` in million) Average Price for the Month* (`) Equity Shares traded in the Month 30- May-14 8,32, Jun- 14 9,30, Jul- 14 6,13, Aug- 14 7,94, Volume Value (` in million) 07-May- 14 2,40, ,82,176 2, Jun ,32, ,14,479 3, Jul ,60, ,90,824 4, Aug- 14 4,45, ,29,305 3,

64 Months High (`) Date of High No. of Equity Shares Traded on Date of High Total Volume of Equity Shares Traded on Date of High (` in million) Low (`) Date of Low No. of Equity Shares Traded on Date of Low Total Volume of Equity Shares Traded on Date of Low (` in million) Average Price for the Month* (`) Equity Shares traded in the Month Volume Value (` in million) Sep Sep ,11,158 1, Sep- 14 7,96, ,98,362 5, Oct Oct , Oct , ,783,741 2, (Source: Note: In the event the high or low price of the Equity Shares are the same on more than one day, the day on which there has been higher volume of trading has been considered for the purposes of this section. * Average of the daily closing prices. 3. Market Price on the first working day following the Board meeting approving the Issue, i.e., on October 10, 2014: BSE Date Open High Low Close Traded Volume (No. of Equity Shares) Total Value of Equity Shares traded (` in million) October 10, , (Source: NSE Date Open High Low Close Traded Volume (No. of Equity Shares) Total Value of Equity Shares traded (` in million) October 10, ,58, (Source: 63

65 DIVIDEND POLICY The declaration and payment of dividends on the Equity Shares will be recommended by our Board of Directors and approved by our shareholders, at their discretion and will depend on a number of factors, including but not limited to our profits, capital expenditure, capital requirements and overall financial conditions. The amounts paid as dividends in the past are not necessarily indicative of our dividend policy or dividend amounts, if any, in the future. The dividend and dividend tax paid by our Company during the last three fiscal years is presented below: Fiscal Year Number of Equity Shares Rate of dividend Dividend per share ,527,890 20% (` 1/- per equity share of ` 5/- each) ,527,890 20% (` 1/- per equity share of ` 5/- each) ,527,890 20% (` 1/- per equity share of ` 5/- each) 64

66 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion is intended to assist you in understanding our financial position at March 31, 2014 September 30, 2014, and our results of operations for the years ended March 31, 2012, 2013 and 2014 and for the six months ended September 30, You should read the following discussion of our financial condition and results of operations together with our audited consolidated financial statements as of and for the years ended March 31, 2012, 2013 and 2014, including the notes thereto and reports thereon, included elsewhere in this Placement Document. You should also read the sections entitled Risk Factors and Forward Looking Statements included in this Offering Circular which discuss a number of other factors and contingencies that could affect our financial condition and results of operations. Overview We are an international leisure and educational travel company with operations in 23 countries across four continents. We have market leading brands in the leisure travel and education travel segments. Historically, our core business has been the sale of packaged holidays for leisure travel, with a particular focus on cultural and adventure tourism. We have also grown into other complementary business segments in recent times. We are a market leader in providing residential outdoor activity trips for primary students in the UK and organize study visits and tours for secondary and high school students from the UK and Germany to various global destinations. We also operate a hotel chain that offers budget accommodation in Germany, Austria and the UK targeting student groups and young urban travellers. We operate our leisure travel business in India and across 17 international locations. In India, we distribute our products and services through 241 points of presence covering 149 cities comprising 12 branch sales offices, 143 franchisee sales shops, and 86 agents as of September 30, Outside India, we operate through subsidiaries in the UK, Japan, Australia, New Zealand, United Arab Emirates, the United States, the Netherlands, Singapore and Canada. We maintain branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil, Germany and South Africa. We have operations pertaining to our education travel business in the UK, Germany, Austria, France, Spain, Australia, Netherlands, Belgium and Ireland. We operate our education travel business under several leading European brands, including PGL, NST and Meininger. As of September 30, 2014, we had more than 3,500 permanent employees and 1,700 contract employees, comprising approximately 2,000 employees in India and the remaining located in the UK, Netherlands, Germany Australia, Japan, Dubai, the United States, New Zealand and France. Most of our contract employees are in the educational travel market segment. Our consolidated revenues in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 were `8,735.1 million, `18,675.2 million, `23,506.6 million and `16,328.6 million, respectively, while consolidated net profit in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 was `416.1 million, `2,484.2 million, `3,831.7 million and `338.6 million, respectively. Factors Affecting Our Results of Operations Our financial condition and results are affected by numerous factors including the following: Ability to grow our product portfolio and add new destinations Our results of operations are significantly dependent on our ability to grow our product portfolio and add new destinations to our leisure packages. We have entered into strategic partnerships with various travel partners to achieve this in the past. We also have partnered with various tourism boards, such as those of the United Kingdom, New Zealand, Switzerland and Singapore to market these destinations to Indian travelers. These strategic partnerships have expanded our product offerings and added new destinations to our portfolio, all of 65

67 which positively impacted our results of operations even during the recent global economic slowdown. Our ability to continue growing our product and destination portfolio in the future is a significant factor affecting our results of operations. Negotiation of favorable rates with travel suppliers through consolidated buying efforts An important component of our business success depends on our ability to maintain and expand relationships with travel suppliers and GDS partners. In 2008, we commenced our consolidated buying efforts for our global operations. We believe that this initiative has enhanced our bargaining power with our vendors, thereby generating significant cost savings by making bulk bookings for air travel, hotel accommodations, car rentals and ground handling services. Our ability to negotiate favorable rates with travel suppliers and GDS partners in the future will affect our profitability as well as our ability to grow our market share by offering cost competitive travel and tours products. Our ability to grow and sustain our educational travel business In recent years, our educational travel business has become a significant contributor to our results of operations. We provide tour packages to students of primary and secondary schools in the U.K. through market leading brands PGL and NST, respectively. Students who buy packages from our PGL brand participate in residential outdoor trips to activity centres owned by PGL, located in France, Spain and the U.K. We also own Meininger Holding GmbH which operates budget hotels for student tour groups and young urban travellers under the brand Meininger, spread across Austria, Germany, Netherlands, Belgium and the U.K. Our brands EST and Travelplus cater to students seeking higher education in the United Kingdom and German students seeking gap-year placements, respectively. The growth of our future results of operations is therefore dependent on our ability to increase the number of students participating in our educational tour packages and programs in Europe. We also intend to grow this business in Australia and India, and our future results of operations will depend on our ability to successfully replicate this business in new markets. If we are able to do so, we will improve our results of operations whereas our failure to effectively grow our educational travel business will materially adversely affect our results of operations and prospects. Maintaining and enhancing awareness of our brands We believe continued investment in our brand is critical to retaining and expanding our traveler, supplier and advertiser bases. We have spent and expect to continue having to spend more to maintain our brand s value due to a variety of factors. These include increased spending from our competitors, the increasing costs of supporting multiple brands, expansion into geographies and products where our brands are less well known, and inflation in media pricing. We have spent considerable financial and human resources to date on the establishment and maintenance of our brands, and we will continue to invest in, and devote resources to, advertising and marketing, as well as other brand building efforts to enhance consumer awareness of our brands. We believe that heightened brand awareness will enable us to expand our distribution network by significantly reducing entry barriers in new markets. Capitalizing on India s increasing discretionary spending capacity India is one of the most important markets for our growth strategy. This is as much a result of our strong historic presence as the large business opportunities that the Indian travel and tourism industry presents for the future. Travel expenditures are sensitive to personal and business discretionary spending levels and tend to decline or grow more slowly during economic downturns, particularly in 2013 when India experienced a slowdown. This has resulted in increased unemployment and uncertain business conditions and reduced financial capacity of both corporate and leisure travellers, thereby slowing spending on the services we provide. In the event discretionary spending in India increases in the near to medium term, our results of operations would benefit significantly if we are able to capitalize on the increased business opportunity in India. Declines or disruptions in the travel industry Our business and financial performance are affected by the health of the worldwide travel industry, including by changes in hotel occupancy rates or hotel average daily rates, changes in airline capacity or periodically rising airline ticket prices. Events or weakness specific to the air travel industry that could negatively affect our business also include fare increases, travel-related strikes or labor unrest, bankruptcies or liquidations and fuel price volatility. Additionally, our business is sensitive to safety concerns, and thus our business has in the past 66

68 and may in the future decline after incidents of actual or threatened terrorism, during periods of political instability or geopolitical conflict in which travelers become concerned about safety issues, as a result of natural disasters such as hurricanes or earthquakes or when travel might involve health-related risks. Ability to attract, retain and motivate our employees In our business, our human resources are the largest driver of our profitability. Personnel costs form our highest single expense item, and therefore is a key factor affecting our results of operations. In order to be successful, we must attract, train, motivate and retain highly skilled personnel. Hiring and retaining qualified sales representatives are critical to our future results of operations, and competition for experienced employees in the tours and travel industry can be intense. Competition The market for the tour operator services we offer is increasingly and intensely competitive. We compete with both established and emerging sellers of travel-related services, including traditional tour operators and travel agencies, online travel agencies, travel suppliers and large online portals. We believe that our significant presence in India, the strength of our brand and our global operations offer us significant competitive advantages in the markets in which we operate. However, some of our competitors, particularly travel suppliers such as airlines and hotels, may offer products and services on more favorable terms, including lower prices, no fees or unique access to proprietary loyalty programs, such as points and miles. Many of these competitors, such as airlines and hotel companies, have been steadily focusing on increasing online demand on their own websites. We also compete with other travel agencies for both travelers and the acquisition and retention of supply. Increased levels of competition from current and emerging competitors may force us to make changes to our business model, which could affect our financial performance and liquidity. Critical Accounting Policies Our consolidated financial statements have been prepared in accordance with the Accounting Standard-21 Consolidated Financial Statement and Accounting Standard-27- Financial reporting of Interest in Joint Ventures issued by the ICAI/Companies (Accounting Standards) Rules, The preparation of our financial statements in conformity with Indian GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of such financial statements and the results of operations during the reporting period. By their nature, these judgments and estimates are subject to a degree of uncertainty. These judgments are based on our historical experience, terms of existing contracts, and our observance of trends in the industry, information provided by our clients and information available from other third party sources, as appropriate. There can be no assurance that our judgments will prove correct or that actual results reported in future periods will not differ from our expectations reflected in our accounting treatment of certain items. Any revision to accounting estimates is recognized prospectively in current and future periods. While all aspects of our financial statements should be read and understood in assessing our current and expected financial condition and results of operations, we believe that the following critical accounting policies warrant particular attention. Revenue In line with generally accepted accounting practices, revenue comprises net commissions earned on travel management, service agency charges including margins in respect of tour and tour related services and commissions/margins earned on foreign exchange transactions in the normal course of our business as an authorised dealer. The income arising from the buying and selling of foreign currencies has been included on the basis of margins achieved. Revenue Recognition In accordance with our accounting policy, commissions and/or income arising from tours and related services is recorded after netting off all direct expenditures relating thereto. 67

69 Expenditure All general business expenditure is recorded in the year in which it is incurred. All direct tour related expenses including advertisement expenses for specific tours are recorded in the year in which the tours are undertaken. Fixed Assets Fixed assets are stated at cost, less accumulated depreciation. Costs include all costs relating to acquisition and installation of fixed assets. Intangible assets include customer data base and contacts, which are stated at the valued amounts and software, which is stated at cost. Investments Long-term investments are valued at cost. Provision for diminution in value of investments is made if the diminution is of a nature other than temporary. Current investments are valued at the lower of cost and market value. Inventory Inventory represents stock of foreign currencies, which we value at the lower of cost and realizable value as of the year-end. Foreign Currency Transactions Transactions denominated in foreign currencies are recorded at spot rates / average rates. Monetary items denominated in foreign currencies at the year-end are restated at year end rates. Non-monetary foreign currency items are carried at cost. In respect of branches, which are integral foreign operations, all transactions are translated at rates prevailing on the date of transaction or that approximate the actual rate on the date of transaction. Branch monetary assets and liabilities are restated at the year-end rates. Any income or expense on account of exchange difference either on settlement or on translation is recognised in the profit and loss account. Accounting for Taxes on Income Provision for current tax is made based on the tax payable under the relevant statute. Deferred tax on timing differences between taxable income and accounting income is accounted for using the tax rates and the tax laws enacted or substantially enacted as of the balance sheet date. Deferred tax assets are recognized only to the extent that there is a reasonable certainty of its realisation. Provision, Contingent Liabilities and Contingent Assets Provisions involving substantial degree of estimation in measurement are recognized when there is a present obligation as a result of past events and it is probable that there will be an outflow of resources. Contingent liabilities are not recognized but are disclosed in the notes. Contingent assets are neither recognized nor disclosed in the financial statements. Disposal of our Camping Division Our camping division provided outdoor family holidays at over 170 third party owned campsites across 12 European countries. We had acquired the camping division as part of our acquisition of Holidaybreak in In May 2014, we completed the sale of the camping division to Homair Vacances, a major French group that specialises in outdoor holidays, for a consideration of `8,920.0 million (GBP89.20 Million). GBP85.5 million of this was paid to us in cash on completion and the remaining 3.7 million relating to a tax refund was deferred. The disposal of our camping division has had a material impact on our financial condition and results of operations. While our unaudited consolidated balance sheet as of September 30, 2014 gives effect to the disposal 68

70 of our camping division, our historical consolidated income statements do not meaningfully reflect the impact of the disposal of our camping business on our results of our operations. Accordingly, we have prepared pro forma consolidated income statements for the year ended March 31, 2014 and for the six months ended September 30, 2014 to give effect to the disposal of our camping division as if such disposal had occurred on April 1, The pro forma financial statements for the year ended March 31, 2014 and the six months ended September 30, 2014, and the auditors' report thereon are included elsewhere in this Placement Document. Selected pro forma consolidated financial data We have prepared and presented our pro forma consolidated financial information based on our historical consolidated financial statements for the year ended March 31, 2014 and the six months ended September 30, The objective of pro forma financial information is to illustrate how a proposed or completed transaction (or event) might have affected the financial information presented in the Placement Document had the transaction occurred at an earlier date. Pro forma financial information does not represent an entity's actual financial position or results. It addresses a hypothetical situation and is prepared for illustrative purposes only. The selected pro forma consolidated financial data is set out in pages F-59 to F-62 of this Placement Document. Income and Expenditure Overview Income Commission and Other Operating Income Our principal source of income is the fees we earn from selling travel services, which are primarily commission based. Our commission and other operating income consists mainly of net commission (gross sales less direct expenses like air tickets, hotels, ground services and distribution commissions) earned from providing leisure and educational tour and travel services as well as providing ticketing and foreign exchange services to our corporate travellers. We also derive revenues from various travel related services, including visa processing fees and travel insurance commissions. The following table sets forth the breakdown of our revenue by geographic segment, for the years ended March 31, 2012, 2013 and (` in million) Year Ended March 31, Revenues 4,247.6 India... 2, ,773.1 Rest of the world... 5, , ,828.4 Other Income Other income includes interest earned from fully convertible debentures, interest or dividend earned from short term investments, interest earned from bank deposits and miscellaneous income. Expenditure Personnel Expenses Personnel expenses are the largest component of our expense. Our payment to, and provision for, employees consists of salaries, allowances, bonuses, retrenchment benefits, incentives paid to staff other than contribution to staff provident funds and other staff welfare expenses like gratuity and leave encashment. Other Expenses Other expenses include rent, electricity expense, insurance, communication and courier expenses, printing and stationery, legal and professional fees, travelling and conveyance, advertisement, publicity and business promotion, computer expenses, security expenses, foreign exchange gains or losses from the revaluation of borrowings, and other miscellaneous expenses. 69

71 Interest and Finance Charges We incur interest and finance charges on our indebtedness. Depreciation Depreciation includes depreciation on computers and printers, electrical installations and fittings, office equipment, furniture and fixtures, leasehold improvements, land & building, vehicles, database and software. RESULTS OF OPERATIONS Year Ended March 31, 2014 Compared to Year Ended March 31, 2013 Total Income Our total income increased by 25.87% to `23,506.6 million in the year ended March 31, 2014 from `18,675.2 million in the year ended March 31, Revenue from Operations Our revenue from operations for the year ended March 31, 2014 increased by 27.58% to `23,075.9 million from `18,087.4 million in the year ended March 31, The increase in income from operations was attributable principally to an increase in net revenues from India operations which grew from ` 3,722.7 million to ` million an increase of 12.44% and increase in education travel business from `4,733.6 million to `8,679.2 million, an increase of 83.35%. This increase was because we did not consolidate revenues from Meininger prior to April 30, Subsequent to April 30, 2013, we acquired a 100% interest in Meininger and our revenues in the year ended March 31, 2014 therefore includes revenues from the operations of Meininger unlike in the previous year. Other Income Other income decreased by 26.74% to `430.7 million in the year ended March 31, 2014 from `587.9 million in the year ended March 31, This decrease was attributable primarily to a decrease in the interest on short term investments. Expenditure Our expenditure increased by 5.17% to `16,917.0 million in the year ended March 31, 2014 from `16,085.8 million in the year ended March 31, However excluding the profit/loss on account of foreign exchange fluctuation, the total expenditure increased by 19.20% to `2,204.5 million in the year ended March 31, 2014 from `442 million in the year ended March 31, Employee Benefit Expenses Employee benefit expenses in the fiscal year ended March 31, 2014 increased by 25.73% to `8,747.9 million from `6,957.6 million in the fiscal year ended March 31, This increase was in line with the increase in the income from operations. Finance Costs Finance costs in the fiscal year ended March 31, 2014 decreased by 12.67% to `3,235.8 million from `3,705.4 million in the fiscal year ended March 31, This decrease was attributable primarily to the reduction in gross debt from the infusion of equity capital amounting to US$ million by private equity participation in November 2012 and June Depreciation and Amortization Expense 70

72 Depreciation and amortization expense in the fiscal year ended March 31, 2014 increased by 16.11% to `1,711.3 million from `1,473.8 million in the fiscal year ended March 31, This increase was attributable primarily to leasehold improvements in new offices in India as well as mobile homes and furniture in Camping and education division. Other Expenses Other expenses decreased by 18.41% to `3,222.1 million in the fiscal year ended March 31, 2014 from `3,949.1 million in the year ended March 31, However excluding the profit/loss on account of foreign exchange fluctuation, the other expenses increased by 38.97% to `5,426.6 million in the year ended March 31, 2014 from `3,904.9 million in the year ended March 31, This increase is attributable primarily to the increase in the rent, electricity and miscellaneous expenses from `1,117 million to `2,873.9 million due to the consolidation of Meininger in the financials for FY2014. The exchange fluctuation lead to a gain of `2,204.5 million in FY2014 against a loss of `44.2 million in FY2013. The exchange fluctuation gain was recorded primarily on account of the mark to market position for the US$ dollar held in the sterling balance sheet of some of the subsidiaries. Profit Before Tax Profit before tax in the year ended March 31, 2014 increased by % to `6,589.6 million from `2,589.5 million in the year ended March 31, The profit includes an exceptional loss and a gain on disposal of subsidiaries. The profit adjusted for this exceptional item increased by % to `6,133.4 million for the year ended March 31, 2014 as compared to `2,045.8 million for the year ended March 31, Excluding the profit/loss from the foreign exchange fluctuation, the profit before tax but after exceptional items increased by % to `6,133.4 million from `2,045.8 million. Provision for taxation Provision for taxation increased by % to `1,642.8 million in the fiscal year ended March 31, 2014 from `521.0 million in the fiscal year ended March 31, The increase was attributable mainly to an increase in current tax of `1,082.7 million and a decrease in deferred tax of `75.5 million, in each case in the year ended March 31, 2014 compared to the year ended March 31, The increase was in line with the growth in our profit before tax for the year ended March 31, Profit after Tax for the Year Our consolidated profit after tax for the year ended March 31, 2014 increased by % to `4,490.6 million from `1,524.9 million in the fiscal year ended March 31, Year Ended March 31, 2013 Compared to Year Ended March 31, 2012 Income Our income increased % to `18,675.2 million in the year ended March 31, 2013 from `8,735.1 million in the year ended March 31, Revenue from Operations Our operating income in the year ended March 31, 2013 increased % to `18,087.4 million in the year ended March 31, 2013 from `8,379.5 million in the year ended March 31, The increase in our operating income was attributable principally to revenues from a full year of consolidating our acquisition of 100% of Holidaybreak on September 27, Prior to our acquisition of Holidaybreak we did not have an educational travel business and camping holidays business offering. Furthermore, because of the seasonality of our educational travel and camping holidays business, the six months of consolidation of Holidaybreak in the year ended March 31, 2012 represented a period when revenues are significantly lower for education travel business and NIL for camping holidays business because of the winter months. Our higher revenues in the year ended March 31, 2014 reflect this seasonal trend. Other Income 71

73 Other income increased 65.32% to `587.9 million in the year ended March 31, 2013 from `355.6 million in the year ended March 31, This increase was attributable primarily to the increase in interest from short term investments. Expenditure Our expenditure increased % to `16,085.7 million in the year ended March 31, 2013 from `7,735.8 million in the year ended March 31, Employee Benefit Expenses Employee benefit expenses in the fiscal year ended March 31, 2013 increased by 80.64% to `6,957.6 million from `3,851.6 million in the fiscal year ended March 31, This increase was attributable primarily to a full year of consolidating our acquisition of 100% of Holidaybreak on September 27, Finance Costs Finance costs in the fiscal year ended March 31, 2013 increased by % to `3,705.4 million from `1,842.9 million in the fiscal year ended March 31, This increase was attributable primarily to the increase in indebtedness position on account of our acquisition of 100% of Holidaybreak on September 27, Depreciation and Amortization Expense Depreciation and amortization expense in the fiscal year ended March 31, 2013 increased by % to `1,473.6 million from `491.3 million in the fiscal year ended March 31, This increase was attributable primarily to a full year of consolidating our acquisition of 100% of Holidaybreak on September 27, Other Expenses Other expenses increased % to `3,949.1 million in the year ended March 31, 2013 from `1,550.0 million in the year ended March 31, This increase was attributable primarily to a full year of consolidating our acquisition of 100% of Holidaybreak on September 27, Profit Before Tax For the reasons discussed above, profit before tax in the year ended March 31, 2013 increased % to `2,045.8 million from `687.5 million in the year ended March 31, Provision for Taxation Provision for taxation increased 24.76% to `521 million in the year ended March 31, 2013 from `417.6 million in the year ended March 31, The increase was attributable mainly to an increase in current tax of `226.4 million and a decrease in deferred tax of `47.1 million, in each case in the year ended March 31, 2013 compared to the year ended March 31, The increase was in line our growth in consolidated income in the year ended March 31, Profit after Tax for the Year Profit after tax for the year ended March 31, 2013 increased % to `1,524.9 million from `269.9 million in the year ended March 31, LIQUIDITY AND CAPITAL RESOURCES We finance our working capital requirements primarily through funds generated from operations as well as from secured and unsecured debt financing from banks and financial institutions to meet our capital requirements. Cash Flows 72

74 The following table sets forth certain our cash flows for the periods indicated: Year Ended March 31, (` in million) Net cash from (used in) operating activities... (1,365.8) 2, ,092.7 Net cash from (used in) investing activities... (26,603.8) (2,106.6) (6,237.8) Net cash from financing activities... 24, ,567.7 ( ) Net increase (decrease) in cash and cash equivalents.. (3,133.2) 2, Cash Flows from Operating Activities Year ended March 31, 2014 Net cash generated from operating activities was `8,092.7 million for the year ended March 31, 2014 and consisted of net profit before tax of `9,386.6 million, a net upward adjustment of `3,432.7 million relating to various items, and a net downward working capital adjustment of `179.5 million, less income taxes paid of `1,293.9 million. Working capital adjustments were attributable principally to an increase in inventories of `1.9 million, a decrease in trade receivables of `2,034.4 million, a decrease in loans and advances of `1,657.8 million and an increase in current liabilities of `3,510.8 million. The increase in current liabilities in the fiscal year ended March 31, 2014 was because of increase in advances received from customers for travel dates in the subsequent fiscal year due to a variance in the Easter dates. Year Ended March 31, 2013 Net cash generated from operating activities of `2,038 million for the year ended March 31, 2013 consisted of net profit before tax of `2,844 million, a net upward adjustment of `4,292.5 million relating to various items, and a net downward working capital adjustment of `3,417.1 million, less income taxes paid of `806.0 million. Working capital adjustments were attributable principally to a decrease in inventories of `133 million, a decrease in trade receivables of `1,906.2 million, an increase in loans and advances of `1,466.7 million and a decrease in current liabilities of `30.9 million. The increase in loans and advances in the year ended March 31, 2013 was because of increase in advances for hotels and other services for upcoming tours.. Year Ended March 31, 2012 Net cash used in operating activities of `1,365.8 million for the year ended March 31, 2012 consisted of net profit before tax of `687.4 million, a net upward adjustment of `1,735.2 million relating to various items, and a net downward working capital adjustment of `3,529.0 million, less taxes paid of `259.4 million. Working capital adjustments were attributable primarily to increase in advances for hotels and other services as well as the seasonal change in working capital for Holidaybreak Limited which was acquired during the year on September 27, Cash Flows from Investing Activities Year ended March 31, 2014 Net cash used in investing activities for the year ended March 31, 2014 was ` (6,237.8) million, comprising primarily of `2,840.6 million attributable to Purchase of Fixed Assets & Capital Work In Progress and `2,568.2 million attributable to purchase of the residual 26% stake of Meininger.. Year Ended March 31, 2013 Net cash used in investing activities for the year ended March 31, 2013 was ` (2,106.6) million, comprising primarily of `1,694.9 million attributable to Purchase of Fixed Assets & Capital Work In Progress and `1,719.0 million attributable to purchase of the additional 24% stake of Meininger. 73

75 Year Ended March 31, 2012 Net cash used in investing activities for the year ended March 31, 2012 was `(26,603.8) million, comprising primarily of `1,433.7 million attributable to Purchase of Fixed Assets & Capital Work In Progress and ` 27,707.4 million attributable to purchase of 100% shares of Holidaybreak Limited on September 27, Cash Flows from Financing Activities Year ended March 31, 2014 Net cash used in financing activities in the year ended March 31, 2014 was `1,185.9 million, comprising primarily of `3,365.3 million attributable to Interest paid and `1,091.2 million attributable to proceeds from issue of preference shares in subsidiary Prometheon Holdings UK Ltd. Year Ended March 31, 2013 Net cash generated from financing activities in the year ended March 31, 2013 was `2,567.7 million, comprising primarily of `3,917.0 million attributable to Interest paid and `6,499.0 million attributable to proceeds from issue of preference shares in subsidiary Prometheon Holdings UK Ltd. Year Ended March 31, 2012 Net cash generated from financing activities in the year ended March 31, 2012 was `24,836.5 million, consisting principally of `23,991.8 million attributable to Net Long term borrowings to finance the acquisition of 100% shares of Holidaybreak Limited. Contractual Obligations Indebtedness As of September 30, 2014, we had total outstanding indebtedness of `48,604.0 million, comprising `46,854.0 million in secured loans, and `1,750.0 million in unsecured loans. Our secured loans consists of term loans from banks and other financial institutions of ` 42,904.0 million and non-convertible debentures of ` 3,950.0 million. Our unsecured loans included loans from banks of ` million, and non-convertible debentures of ` 1,250.0 million. Our loans comprise a mixture of floating and fixed rate obligations, and have been incurred at market interest rates. The following table sets forth certain information relating to contractual commitments as of September 30, 2014, aggregated by type of contractual obligation: Outstanding Payment due by March 31, as of Particulars September 30, Onwards (` in million) Secured Loans... 46, , , , ,811.1 Unsecured Loans... 1, , Total... 48, , , , ,811.1 Interest Coverage Ratios Set forth below are our interest coverage ratios for the years ended March 31, 2012, 2013 and Year Ended March 31, Interest coverage ratio

76 Contingent Liabilities Contingent liabilities as of September 30, 2014 included the following: Particulars Amount (` in million) Guarantees provided by banks... 3,425.1 Bonds given by insurance companies 1,476.9 Others 16.0 Claims against Company not acknowledged as debts Disputed income Tax Disputed Service Tax 1,291.0 Related Party Transactions We have entered into transactions with a number of related parties. We have not granted any loans to members of the board or our management or provided any guarantees for their benefit. Moreover, we do not believe that any of our related party transactions is unusual in its nature or conditions. However, please see Note 26(b) of our audited consolidated financial statements included in this Placement Document for information regarding our related party transactions as of and for the years ended March 31, 2012, 2013 and Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements, derivative instruments or other relationships with unconsolidated entities that would have been established for the purpose of facilitating off-balance sheet arrangements Seasonality Holidaybreak has traditionally reported an operating loss in the six month period ending March 31 in each financial year due to the seasonal nature of the Education Travel and more so for the Camping Holidays businesses, which focus exclusively on outdoor activities and therefore do not generate any significant revenues during the winter months in Europe while continuing to incur operational expenses during those months. For this reason our consolidated results of operations during the six month period ending March 31 in each financial year perform at a significantly lower level than for the six month periods ending September 30 in each financial year. Quantitative and Qualitative Disclosure about Market Risk Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk and foreign exchange risk and inflation. We are exposed to different degrees of these risks in the normal course of our business. We are specifically exposed to market risk from changes in interest rates and foreign exchange fluctuation. Interest Rate Risk Our financial results are subject to changes in interest rates, which may affect our debt service obligations. We currently have floating rate indebtedness and also maintain deposits of cash and cash equivalents with banks and other financial institutions and thus are exposed to market risk as a result of changes in interest rates. Moreover, the interest rates on a significant portion of our indebtedness are subject to floating rates of interest. Upward fluctuations in interest rates would increase the cost of both existing and new debts. We have entered into interest rate swaps for GBP 90 million and US$ 216 million and interest rate caps for GBP 50 million to manage our interest rate risk. Foreign Exchange Risk Fluctuations in exchange rates have direct impact on our business. Strengthening of the rupee may increase the number of outbound tourists from India as foreign tours will become relatively cheaper. However, at the same time it may affect inbound tourism as travelling to India would become relatively expensive and vice-versa. We 75

77 also have significant levels of indebtedness denominated in US$ and GBP, comprising ` 39,297 million as of September 30, The revenues of our overseas subsidiaries are in Pound Sterling, in Japanese Yen, and in Australian Dollars, while our India in-bound revenues are denominated in U.S. dollars, Euro and Pound Sterling. Whilst a large portion of the outbound tours in India are charged to the client in the currency that is paid to the contractors, there may be an effect on the profitability as the Company earns profits in Pounds, Yen and Rupees depending on prevalent exchange rates. We report our financial results in Indian rupees, while portions of our total income and expenses are denominated, generated or incurred in currencies other than Indian rupees, such as U.S. dollars. To the extent that our income and expenditures are not denominated in Indian rupees, exchange rate fluctuations could affect the amount of income and expenditure we record. Any depreciation of the rupee against the currency in which we have an exposure will increase the rupee costs to us of servicing and repaying our expenditure and indebtedness. Interim Announced Results As a public listed company with shares listed on the BSE and the NSE, we are required to prepare and make publicly available certain financial information on a quarterly basis. The standalone quarterly financial statements are subject to a limited review by our auditors in compliance with the requirements of Clause 41 of the listing agreement entered into with the Stock Exchanges. We announced this financial information as of and for the six months ended September 30, 2014 on November 14, In connection with our November 14, 2014 announcement, we also announced consolidated unaudited financial statements as of and for the six months ended September 30, 2013 and These consolidated financial statements as of and for the six months ended September 30, 2013 and 2014 are reproduced below. Unaudited Consolidated Income Statement for the Six Months Ended September 30, 2013 and 2014 ` Million Particulars Six months ended September 30, Unaudited 1. Income from operations (a) Net Sales / income from operations 16, , (b) Other operating income - - Total Income from operations (net) 16, , Expenses a) Employee benefit expense 5, b) Advertisement Cost c) Exchange Fluctuation Loss/(Gain) (1,834.48) d) Depreciation and amortisation expense 1, , e) Other expenses 2, , Total expenses ( a to e) 100, , Profit/ (Loss) from operations before other income, 4. finance costs and exceptional items (1-2) 6, , Other income Profit/ (Loss) from ordinary activities before finance costs and exceptional items (3+4) 6, , Finance costs 18, , Profit/ (Loss) from ordinary activities after finance costs but before exceptional items (5-6) 4, , Exceptional items 76

78 a) Profit on sale of Subsidiary (3,498.91) - b) Cancellation of forward contracts on prepayment of loans 1, c) Goodwill amortisation for subsidiary sold (refer note 9) 5, d) Others Profit / (Loss) from ordinary activities before tax (7+8) 14, , Tax expense 1, , Net Profit / (Loss) from ordinary activities after tax (9-10) , Extraordinary items (net of tax expense `Nil) Net Profit / (Loss) for the period (11-12) , Share of profit/ (loss) of associates (5.72) Minority Interest (67.55) Net profit/ (loss) after taxes, minority interest and share of profit/ (loss) of associates( ) , Paid-up equity share capital (Face Value - `.5/- per share) Reserves excluding Revaluation Reserve as per Balance Sheet 19(i) Earnings per share (EPS) ( before and after extraordinary items) (of `5/- each) (not annualised) (a) Basic (b) Diluted Unaudited Consolidated Balance Sheet as of September 30, 2013 and 2014 `Million Particulars A EQUITY AND LIABILITIES 1 Shareholders Funds : a) Share Capital b) Reserves and Surplus c) Minority Interest Sub-Total of Shareholders Funds : 2 Non-Current Liabilities : a) Long-term borrowings b) Deferred tax liability (Net) c) Long term provisions Sub-Total of Non-Current Liabilities : 3 Current Liabilities : a) Short-term borrowings b) Trade payables c) Other current liabilities d) Short-term provisions 77 As of September 30, , , , , , , , , , , , , , , , ,

79 Sub-Total of Current Liabilities : 24, ,713.9 TOTAL EQUITY AND LIABILITIES 93, ,807.5 B ASSETS 1 Non-current assets : a) Fixed Assests b) Goodwill on Consolidation c) Non-current investments d) Deferred Tax Assets e) Long term loans and advances Sub-Total of Non-current assets : 2 Current Assets : a) Current investments b) Inventories c) Trade receivables d) Cash and Cash Equivalents e) Short-term loans and advances f) Misc. Expenditure Sub-Total of Current Assets : 21, , , , , , , , , , , , , ,680.7 TOTAL ASSETS 93, ,807.5 Significant Developments after September 30, 2014 that may Affect Our Future Results of Operations To our knowledge, no circumstances have arisen since the date of the last financial statements as disclosed in this Placement Document which materially and adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months, except as disclosed elsewhere in this Placement Document. 78

80 INDUSTRY OVERVIEW The information contained in this section is derived from various reports, publications and information in other forms, available to the public on the websites of various international bodies including the World Tourism Organisation (UNWTO), the World Travel & Tourism Council (WTTC), and that of Ministry of Tourism, Government of India. Neither we nor any other person connected with this Issue has independently verified this information. Industry sources and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and, accordingly, investment decisions should not be based on such information. Overview of the global travel and tourism industry Travel and tourism is one of the world s leading economic sectors, representing a major source of gross domestic product (GDP), employment, exports and taxes. In 2013, as per the World Travel & Tourism Council (WTTC) the travel and tourism industry contributed almost U.S. $7 trillion to the global economy, or 9.5% of the global GDP (Source: WTTC Travel & Tourism Economic Impact 2014). It is the leading industry in many countries, as well as the fastest growing sector in terms of job creation, supporting nearly 266 million jobs worldwide (Source: WTTC Global Travel and Tourism Industry 2014). While the last 10 years have seen strong global growth helped by the fast growth of high-tech industry, as well as rapid growth in service sectors such as banking and global finance, the next 10 years are expected to see a slower performance from these sectors. Continued growth in travel and tourism sector will therefore result in an increase in the sector s relative share of GDP. In short, travel and tourism sector is expected to become even more important to the global economy over the next 10 years with predicted growth rates of over 4% annually that continue to be higher than growth rates in other sectors (Source: WTTC Global Travel and Tourism Industry 2014).The economic significance and potential of the travel and tourism industry is particularly prominent in the developing world, where the sector is an important driver of growth and prosperity and especially with regard to poverty reduction. Source: WTTC Global Travel and Tourism Industry

81 The United Nations classified three forms of tourism in 1994, in its 'Recommendations on Tourism Statistics', which are as follows: (i) domestic tourism, which refers to residents of the given country travelling only within that country; (ii) inbound tourism, which refers to non-residents travelling in the given country; and (iii) outbound tourism, which refers to residents of one country travelling in another country. International tourism shows continued strength More people are travelling to more places more frequently for business, leisure, education and other personal reasons. In 2012, for the first time ever, the number of people crossing borders globally exceeded 1 billion. These levels are expected to nearly double by (Source: Tourism for Tomorrow: The WTTC Perspective). Between January and August 2014, international tourists reached 781 million, up 36 million (4.8%) when compared to the same period in By region, the strongest growth was registered in the Americas (+8%), followed by Asia and the Pacific (+5%) and Europe (+4%) (Source: UNWTO Press Release October 2014). In 2013, international tourists arrivals grew by 5% worldwide, reaching a record 1087 million, up from 1035 million in 2012, when the 1 billion mark was exceeded for the first time ever. Despite a global economy in 'low gear', demand for international tourism exceeded expectations, with an additional 52 million international tourist travelling internationally in 2013 (Source: UNWTO Tourism Highlights 2014 edition). International Tourist Arrivals 80

82 Region-wise increase in world tourism in 2013 In 2013, Europe saw the largest increase in international tourist arrivals, followed by Asia and the Americas. International tourism receipts also experienced growth reaching U.S. $1,159 billion worldwide in 2013, up from U.S. $1,078 billion in With a 5% increase in real terms, the growth in international tourism receipts equalled the growth in arrivals (Source: UNWTO Tourism Highlights 2014 edition). In 2013, only two changes took place in the top 10 rankings by international tourist arrivals and tourism receipts. In the ranking by arrivals, Spain (with 61 million arrivals) regained third position. Thailand also entered the top 10 arrivals ranking at number 10, climbing up five positions, whilst it moved up two places to 7th in the ranking by tourism receipts (Source: UNWTO Tourism Highlights 2014 edition). 81

83 International tourist arrivals grew by 4.6% in the first half of 2014 according to the latest UNWTO World Tourism Barometer. Destinations worldwide received some 517 million international tourists between January and June 2014, 22 million more than in the same period of Growth was strongest in the Americas (+6%) followed by Asia and the Pacific and Europe (both at +5%). By sub-region, South Asia and Northern Europe (both +8%) were the best performers, together with North-East Asia and Southern Mediterranean Europe (both +7%). (Source: WTTC - Monthly News Summary September 2014). Prospects and emerging trends in the travel and tourism industry The world tourism industry contributes to over 6% of the global exports, is directly responsible for 9.5% of the world's GDP and provides employment to one out of every 11 people in the world, and its contribution is all set to keep on increasing. The growth trend seen in the travel and tourism industry over the last couple of years continued in For the full year 2014, UNWTO predicts international tourist arrivals to increase by 4% to 4.5%, slightly above UNWTO's long-term forecast of 3.8% per year for the period 2010 to 2020 (Source: UNWTO Press Release October 2014). Emerging destinations especially Asia and Pacific and the Middle-East, are expected to continue leading the growth, taking advantage of a far from exhausted demand from neighbouring countries. In 2013, worldwide leisure travel spending (both inbound and domestic) generated U.S. $3,412.8 billion, which is 75.6% of the total travel expenditure. Out of this, business travel accounts for a relatively modest 24.4%, or U.S. $1,103.7 billion. According to WTTC. leisure travel spending is expected to grow by 4.3% in 2014 to U.S. $3,558 billion and rise by 4.4% p.a. to U.S. $5,451.2 billion in Similarly, business travel spending is expected to grow by 4.7% in 2014 to U.S. $1,155.5 billion and rise by 3.7% p.a. to U.S. $1,661.1 billion in 2024 (Source: WTTC Global Travel and Tourism Industry 2013). WTTC s research suggests that around 70% of Travel & Tourism s direct global GDP contribution is generated by domestic travellers, a clear majority over the 30% share made by foreign visitors. Worldwide, domestic spending is projected to reach U.S. $3,354.5 billion in 2014, with foreign trips generating U.S. $1,358.6 billion. The dominance of domestic Travel & Tourism over the international market, in terms of spending and GDP, may seem surprising, however, foreign travel, particularly for leisure purposes, is a very different proposition in different parts of the world, and for simple geographical reasons is much less costly in Central/Eastern Europe or Southeast Asia than in places like the U.S.A., China and Australia (Source: WTTC Global Travel and Tourism Industry 2013). 82

84 International Tourist Arrivals, World (Source: 2013 International Tourism Results and Prospects for 2014, UNWTO.) Emerging Trends With travel becoming more accessible in terms of destination and product choice as well as price, the 10 years between 2000 and 2010 spurred a rapid increase in travel frequency, with the growth in short breaks not surprisingly outpacing that of longer leisure trips. Not only did this boost domestic travel but, at the market s peak in , a significant share of Europeans especially those suffering time constraints were taking upwards of four to five foreign short breaks a year, often at the expense of longer annual holidays. And the trend has spread to Asia, where the rising new middle classes have also been quick to take advantage of the new opportunities to travel abroad (Source: WTTC Global Travel and Tourism Industry 2013). Fast-growing emerging markets, such as Brazil, Russia, India and China (the BRIC nations), have also been a game changer, forcing the Travel & Tourism industry to focus greater attention in terms of marketing and product development on new travel source regions, especially Asia (Source: WTTC Global Travel and Tourism Industry 2013). Furthermore, the rise in green consumerism increased environmental awareness and concern about issues such as climate change has led to a greater focus among consumers on authenticity in destinations, products and travel experiences (Source: WTTC Global Travel and Tourism Industry 2013). Estimates and forecasts International tourism is expected to continue reaching over 1 billion tourists in Its role as one of the most important global industries will be further cemented. Below is a table that indicates the kind of growth that will be experienced in the next decade. 83

85 , , , , WORLD 2013 US$ US$ Growth 3 billion 1 % of total 2 Growth 3 billion 1 % of total Direct contribution to GDP 2, , Total contribution to GDP 6, , Direct contribution to employment 4 Total contribution to employment 4 Visitor exports 1, , Domestic spending 3, , Leisure spending 3, , Business spending 1, , Capital investment , Note: 2013 constant prices & exchange rates, real growth adjusted for inflation (%); annualised real growth adjusted for inflation (%) 4 '000 jobs. All employment figures are in thousands. (Source: WTTC Global Travel and Tourism Industry 2014). The overall scenario surrounding world travel and tourism in the long run is bright. Estimates peg international tourist arrivals at 1.8 billion by 2030: (Source: 2013 International Tourism Results and Prospects for 2014, UNWTO) Ten Year Outlook and New World Order: Both total and direct Travel & Tourism GDP are set to grow on average by 4.2% per year and growth in the sector is expected to continue to exceed that in the wider economy as well as other industries in the long-run. 84

86 In the next decade, Travel & Tourism is expected to provide a total of 74.5 million new jobs, 23.2 million of which will be provided directly within the sector. The contribution of Travel & Tourism to the wider economy is expected to rise from 9.5% in 2013 to 10.3% in Key to this increased contribution are expected growth in demand from emerging markets and a rising importance of Travel & Tourism in overall consumer spending. Asia remains the fastest growing Travel & Tourism region in the long-run, while Russia and Turkey will be integral to boosting long-run European growth. In the longer run, the expanding middle class in emerging markets will keep average prices stable as tourism becomes much more of a mass market activity. Luxury travel will still continue to grow, but not as fast as overall demand. (Source: Economic Impact of Travel & Tourism 2014 Annual Update: Summary) Education Travel Learning initiatives outside the classroom are one of the most highly emphasised parts of any educational curriculum in the United Kingdom, as well as the rest of Europe. It has been found to supplement learning and broaden children's minds, and teachers also benefit tremendously from such initiatives. Education travel trips have therefore become a huge industry in itself. The Children, Schools and Families Committee of the House of Commons debated and formally decided in 2010 to make such trips mandatorily part of the curriculum and evaluation of a student. As a result, students from diverse age groups in the United Kingdom now travel to all parts of Europe in order to supplement what they learn from textbooks with real and related experiences. Many of these educational travel trips are funded by the government and the industry is estimated to be worth at least GBP 100 million, thereby ensuring profitability and continuity of this market. (Source: Transforming Education Outside the Classroom, 2010, Report of the House of Commons Children, Schools and Families Committee) Births in England have been broadly rising since 2002, leading to increases in primary-aged pupils from The full-time equivalent number of pupils of all ages in state-funded primary schools peaked in 1999 at 4.30 million and began to fall in 2000, reaching a low of 3.95 million in 2009, due to the downward trend in birth rates during the late 1990s. Growth in primary pupils continuing until at least 2023: In 2010, the number of pupils in primary schools began to increase. By 2018, there are projected to be 4.58 million pupils in state-funded primary schools, an increase of 7% from By 2023, the number is projected to increase to 4.66 million, 9% higher than in

87 All regions of the countries are expected to see some increase in the secondary-aged population from However, London will see growth in this age-range earlier, from 2015 onwards. Overview of the travel and tourism industry in India Tourism in India is a multi-sector activity characterised by multiple services provided by a range of suppliers. It is the largest service industry in the country, and provides employment to over 50 million people making it the country's largest provider of employment in the service sector. It is also the third largest foreign exchange earning industry in the country, and its importance lies in being an instrument for economic development and employment generation, particularly in remote and backward areas. It is contributing towards overall socioeconomic improvement and accelerated growth in the economy. The economic benefits flow into the economy through growth of tourism in the share of increased national and state revenues, business income, employment, wages and salary income. Tourism is overwhelming an industry of private sector providers while public sector has a significant role to play in infrastructure areas either directly or through public private partnership mode. The travel and tourism industry spending in India as a percentage of the GDP is amongst the lowest in the world. According to WTTC, India is ranked eighth on both, growth in travel and tourism industry GDP from as also percentage annual growth in the travel and tourism industry s contribution to total capital investment over the period The contribution of the Indian tourism industry to the GDP was 6.2%, while contribution to employment was directly 4.9% and indirectly 7.7% of the total employment. (Source: WTTC Global Travel and Tourism Industry 2014) In the year 2013, the tourism sector received nearly seven million foreign tourists, marking an improvement of 5.9% when compared to the previous year. Across the globe, whilst the majority of countries reduced their marketing spend during recession, the Ministry of Tourism, Government of India continues to aggressively promote India as an attractive tourist destination through its "Incredible India" brand campaign and promotional programme such as "Visit India". As a measure to attract more foreign tourists to India, particularly during sluggish economic conditions, the Indian government launched a scheme of Visa on Arrival in January Currently, the scheme applies to the citizens of eleven (11) countries who visit India for tourism purposes and reports have indicated that this number is likely to be increased substantially in the near future. (Sources: Bureau of Immigration, India; Performance of the Tourism Sector during 2013, Ministry of Tourism, Government of India) 86

88 India Amount (in ` billion) % of total Growth Amount (in `. billion) % of total Growth Direct contribution to GDP 2, , Total contribution to GDP 6, , Direct contribution to 22, , employment Total contribution to 35, , employment (Source: Travel and Tourism Economic Impact 2014 (India) World Travel and Tourism Council) Inbound tourism in India After witnessing an increase of 10% during 2013 when compared to 2012, inbound tourism in India made a strong increase of nearly 8.2% in 2011 and is expected to further increase at a good pace in the coming years. With the strengthening of the rupee, incoming tourists receipts increased by 7.5% in current value terms in As in the previous years, the U.S. and the United Kingdom remained the top two largest source countries in India. In order to boost inbound tourism in India, the Indian government has instituted a host of initiatives under the 'Atithi Devo Bhava' umbrella to encourage and attract foreign tourists. (Source: Website of the Ministry of Tourism, Government of India) 000 trips Arrivals by Country of Origin: (forecast) Country f 2013f U.K ,007 U.S Canada France Germany Sri Lanka Japan Australia Malaysia South Korea Note: f = BMI Forecast Source: UNWTO and Ministry of Tourism, Government of India, cited by Business Monitor International India Tourism Report Outbound tourism 87

89 According to the Pacific Asia Travel Association, India is one of the fastest growing countries for outbound travel in the world. With the recovering economy, improved consumer confidence and attractive tour packages, a higher number of tourists travelled overseas in 2013, registering 11.4% growth in Indian outbound tourists. The number of Indian nationals' departures from India during 1991 was 1.9 million, which rose to million in 2010 with a compound annual growth rate (CAGR) of 10.5%. The number of Indian nationals' departures from India during 2013 registered a growth of 11.4% over 'Euromonitor International' predicts that in the period between 2010 and 2015, Indian outbound tourism is expected to increase by a CAGR of 12%. (Source: India Tourism Statistics 2010, Ministry of Tourism Government of India). In line with the historic trend, in 2010 the most outbound tourists visited Singapore, the United Arab Emirates and Thailand. Although from a small base, Nepal and Sri Lanka were the fastest growing destinations in Apart from the regular tourist destinations such as Singapore, Malaysia and Thailand, the desire to explore new places is diverting tourists towards news destinations, such as the Middle East, Egypt, Indonesia and Italy. (Source: India Tourism Statistics 2010, Ministry of Tourism, Government of India) 000 trips Departures by Destination: (forecast) Country f 2013f Singapore ,060 1,164 1,284 1,421 Bahrain ,039 1,146 1,270 Kuwait ,062 1,165 Saudi Arabia USA Thailand China Malaysia UK Hong Kong Domestic Tourism Domestic tourism is vital for the growth of Indian tourism. Despite economic downturn, domestic tourism increased steadily in the country, and is expected to grow further. With increasing disposable income and surging trend of short trips and weekend getaways, in 2010 the number of domestic tourists trips increased by 10.7%, with the CAGR for domestic tourist visits to all states in India from 1991 to 2010 being 13.5%. In 2010, domestic tourist expenditure saw growth of 15% in current value terms, and this growth trend is expected to continue on account of the increasing willingness of travellers to spend money. Due to the growing trend of holidaying amongst Indians, the 'Research and Markets' forecast for domestic tourism in India predicts an increase by a CAGR of 12.29% in volume terms over the period from (Source: Indian Tourism Statistics 2010, Ministry of Tourism, Government of India; India Tourism Market Entry Report, Overseas Indian Felicitation Centre) Key drivers for growth of travel and tourism market in India 88

90 Robust economic growth With the Indian economy consistently clocking high growth rates in recent years, business travel and the MICE segment has seen an uptick opening up greater business opportunities for both Indian companies (within India and abroad) and multinational companies (within India). Investments into tourism infrastructure is also receiving fillip as better roads, new hotels and greater connectively to travel destinations encourages more people to travel. High disposable income Reflecting the country's economic prosperity, the disposable income of Indian middle class and their propensity to spend has increased. More Indians are travelling to both overseas and domestic destinations. With India emerging as a big spender on leisure travel, several foreign countries have begun promoting themselves as attractive leisure destinations to Indian tourists, resulting in a further increase in Indians travelling abroad. With a fast emerging middle class, the target audience for the travel and tourism industry is expected to grow at a CAGR of 15% over Government initiatives The Indian government has launched several marketing campaigns (for example "Incredible India" campaign within India and abroad) has resulted in Indian destinations seeing more tourists from both abroad and within India).Further, hosting international events such as Commonwealth Games and leveraging this platform to highlight several travel destinations with the country has also resulted in attracting tourists. (Source: India Tourism Statistics 2010 and website of the Ministry of Tourism, Government of India). 89

91 OUR BUSINESS The following information is qualified in its entirety, and should be read together with the more detailed financial and other information included in this Placement Document, including the information contained in Risk Factors. In this section, references to, the "Company", "Our Company", or the "Issuer" are to Cox & Kings Limited on an unconsolidated basis, references to "we", "us", "our" are to Cox & Kings Limited and all its Subsidiaries where relevant, on a consolidated basis. Overview We are an international leisure and educational travel company with operations in 23 countries across four continents. We have market leading brands in the leisure travel and education travel segments. Historically, our core business has been the sale of packaged holidays for leisure travel, with a particular focus on cultural and adventure tourism. We have also grown into other complementary business segments in recent times. We are a market leader in providing residential outdoor activity trips for primary students in the UK and organize study visits and tours for secondary and high school students from the UK and Germany to various global destinations. We also operate a hotel chain that offers budget accommodation in Germany, Austria and the UK targeting student groups and young urban travellers. Our Cox & Kings brand has evolved over a period of more than 250 years, and was ranked first in a survey of Top Brands in India (2008), conducted by research agency, TNS and co-funded by Media magazine. We have won numerous awards, including the award for the "Favourite Outbound Tour Operator" (2014) by Outlook Traveller, and "Favourite Specialist Tour Operator" (2013) by Condé Nast Traveller Readers. We operate our leisure travel business in India and across 17 international locations. In India, we distribute our products and services through 241 points of presence covering 149 cities comprising 12 branch sales offices, 143 franchisee sales shops, and 86 agents as of September 30, Outside India, we operate through subsidiaries in the UK, Japan, Australia, New Zealand, United Arab Emirates, the United States, the Netherlands, Singapore and Canada. We maintain branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil, Germany and South Africa. We have operations pertaining to our education travel business in the UK, Germany, Austria, France, Spain, Australia, Netherlands, Belgium and Ireland. We operate our education travel business under several leading European brands, including PGL, NST and Meininger. As of September 30, 2014, we had more than 3,500 permanent employees and 1,700 contract employees, comprising approximately 2,000 employees in India and the remaining located in the UK, Netherlands, Germany Australia, Japan, Dubai, the United States, New Zealand and France. Most of our contract employees are in the educational travel market segment. Our consolidated revenues in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 were `8,735.1 million, `18,675.2 million, `23,506.6 million and `16,328.6 million, respectively, while consolidated net profit in the years ended March 31, 2012, 2013 and 2014, and in the six months ended September 30, 2014 was `416.1 million, `2,484.2 million, `3,831.7 million and ` million, respectively. Our Competitive Strengths One of the largest Travel and Tour Companies in India with a strong brand recognition We believe we are one of the largest travel and tour companies in India. Our brand Cox & Kings, which has evolved over a period of more than 250 years, is one of the oldest, and we believe, one of the most recognized, names in the travel and tourism industry. Cox & Kings was ranked first in a survey of Top Brands in India 90

92 (2008), conducted by research agency TNS and co-funded by Media magazine. We also have won several prestigious awards for our services, including Favourite Outbound Tour Operator and Favourite Inbound Tour Operator awarded by The Outlook Traveller (2014), Favourite Specialist Tour Operator - 1st Runner-Up awarded by Condé Nast Traveller Readers (2013), Best Outbound Tour Operator awarded by ITCTA (2013), India's Leading Tour Operator and India's Leading Travel Agency awarded by World Travel (2013), Best Outbound Tour Operator awarded by Hospitality India & Explore the World Annual International Awards (2013), Best Inbound Tour Operator awarded by TAAI (2013), Best Company providing Foreign Exchange in India awarded by CNBC Awaaz (2013) and Award for Contribution to the Promotion of Taiwan Tourism in 2013 awarded by Taiwan Tourism (2013). We have created several strong brands in India. Our Duniya Dekho brand caters to overseas group tours, our Bharat Dekho brand caters to our domestic group tours in India, the Gaurav Yatra brand caters specifically to the Jain and Gujarati communities, our Anand Yatra brand caters to the Marathi community in India, and our Luxury Escapades brand is tailored to premium overseas individual travellers. We believe that providing a superior service experience to customers is among the most important success factors in the travel and tourism industry. Our long track record of providing high-quality travel and tour services, as evidenced by our strong brand name and recognition and the numerous awards we have received, have enabled us to become a leader in the Indian travel and tour industry. Bouquet of market leading brands across various geographies We have several market leading brands across the UK, the Netherlands, India and the United States in each of our market segments. In the UK, the Cox & Kings brand is a specialist brand for premium leisure tours, our PGL brand is the market leader for residential outdoor activity trips for primary students, our NST brand is a leader for study visits and tours for secondary students and our Explore brand is one the leading brands in the UK for soft adventure travel tours. We believe in offering complete travel solutions for our holiday packages, including visa, insurance and foreign exchange. The products and services that we offer through our brands have won several awards, in India and internationally. Some of the recent awards include the Indian National Tourism Awards 2013 awarding Cox & Kings Ltd. with Best Overseas Tour Operator to India from the UK award, SPAA 2013 awarding Superbreak with Best U.K. Holiday Company, British Travel Awards 2013 awarding Explore with Best Medium Holiday Company for Safari, Wildlife and Nature award, Travel+Leisure World s Best Awards 2012 ranking C&K US as One of the Best Tour Operators for Africa. Our PGL brand is the market leader for residential outdoor activity trips for primary students and has won several awards, including Winner - For our outstanding contribution towards supporting young people through the power of PE and sport, Youth Sport Trust Business Awards, 2012, and Best Youth Operator to France, 2012, Atout France, the Tourism Development Agency of France. Our NST brand is the market leader for study visits and tours for secondary students, Explore is one the leading brands in the UK for soft adventure travel tours and has won the awards for Best Adventure and Activity Specialist by Travel Bulletin Star Awards (2013). Our Superbreak brand has won awards for "Best Hotel Booking Company by SPAA Travel Awards (2013) and Best Operator UK Holidays by Travel Weekly Globes (2014). We believe the awards we have won are a reflection of the strength of our market leading brands across various geographies. Expansive Distribution Network across Our Worldwide Operations We believe that a strong distribution network is essential to expand our customer base in the travel and tours industry, and we therefore have constantly focused on strengthening our reach. We have a strong distribution network with a mix of retail distribution through shops, franchise outlets, direct distribution through call centre agents and the Internet and through our channel partners. In India, we distribute our products and services through 241 points of presence covering 131 cities across 24 states, comprising 12 branch sales offices, over 143 franchisee sales shops, and 86 agents. In the UK, we sell our leisure packages through several high street agents including TUI, Thomas Cook and Countrywide. In Australia, we distribute our products through the leading 91

93 travel retail agent chains. We also generate significant revenues for all our international geographies from our direct marketing channels, including bookings made through call centre agents or the Internet. We operate branch offices in Taiwan, Moscow, Maldives and Tahiti, and representative offices in Russia, Brazil, Germany and South Africa to strengthen our global sales and service network. In the education travel segment, our direct sales teams of PGL and NST directly reach out to our key clients. In the case of Meininger, we sell through a mix of online bookings agent and direct marketing (website, call centre and walks-ins). We are a shareholder member of Radius Inc, a consortium of leading business travel agents present in more than 3,600 locations across approximately 80 countries. Strong Technology Platform Technology is critical for our business. We have developed and implemented a comprehensive central reservation technological platform for our travel products and services. Our business partners and clients can make reservations of flights, excursions, transfers, hotels and other services online and design packages dynamically. Our platform enables us to rapidly exapnd our franchisee network and is supported by CRM software that improves our business efficiencies in terms of reduced turn-around time (TAT) and increased business handled per employee. Our technology also enables us to provide white label/co-branded offerings for clients such as Jet Escapes. We have also built-in online payment gateways, which are well integrated to our existing technology platform. We use data-management software, including ERP, and have integrated our computer reservation systems (CRS) with our mid and back office. We have a dedicated call centre with appropriate technology infrastructure and staffed with well informed and efficient executives. We believe that the technologies we use in our operations give us a significant competitive edge by enabling us to manage our unified access to hotel reservations and airline tickets in an effective manner to minimize costs. Experienced management team We are led by an experienced management group that has worked and has been associated with the travel industry for many years and developed the skill, expertise and vision to continue to expand our business in new markets. Our operations are overseen by a professional management team, under the guidance of the Chairman, Mr. A. B. M. Good and Directors, Mr. Ajay Ajit Peter Kerkar and Ms. Urrshila Kerkar. We believe that the strategic leadership and direction provided by our management team enables us to explore new opportunities while strengthening our current operations. For further information on our management team, please see "Board of Directors and Senior Management". Our Business Strategy Continue to consolidate product sourcing operations globally We have rapidly grown our business operations in recent years, organically and through acquisitions. Since 2008, we have increasingly leveraged the size of our global operations to consolidate buying efforts. We believe that this initiative has enhanced our bargaining power with our vendors, thereby generating significant cost savings by consolidating buying for air travel, hotel accommodations, car rentals and ground handling services. We believe that this has also enabled us to offer competitive travel packages to our leisure customers and business clients, thereby increasing our customer base and revenues. We intend to leverage increased business volumes in Europe and other international destinations to continue consolidating our product sourcing operations globally, particularly hotel aggregation and adventure aspects of the leisure segment of our business, to generate cost savings and improve our profitability. Further, we also intend to continue to consolidate our various other expenditures like capital expenditure on information technology systems and marketing costs to benefit from economies of scale. Capitalizer on our global platform to enhance and cross sell our product and service offerings 92

94 We intend to capitalize on our global platform to enhance and cross sell our products across each of our market segments in the geographic regions where we operate. For instance, we intend our global platform to provide ground handling services in destinations used by our outbound customers, thereby maximising profits and ensuring quality control for our services. Similarly, we also intend to use our product expertise to introduce similar products in new geographies tailored to suit local requirements and sensibilities. For instance, we are exploring the possibility of introducing our educational tour products into markets such as India. We also intend to expand our hotel aggregation business to include non-european hotels, particularly hotels in Australia, India, the Middle East and the Far East. We also intend to market our Meininger properties to our current customer base in India and other geographies. Consolidate our presence in the leisure travel segment in India We intend to leverage our significant presence in the leisure travel market in India to capitalize on India s resilient economy. The rise in disposable income and aspiration levels of Indian consumers make them a key target segment for our future growth. With international travel becoming progressively more affordable, we believe that this trend will accelerate, and that there will be an increase in the number of people choosing to travel outside India for leisure. We also believe that the fragmented travel market in India presents an opportunity for large organized travel and tour operators, such as us, to capture a greater share of the market. We continue to expand our ground handling activities in certain overseas locations which cater to our outbound customers, thus enabling cost reduction and better-personalised services for Indian outbound clients. We believe that travel tours are increasingly being used by corporates in India to incentivize their employees or their suppliers and distributors, and we intend to continue leveraging our market position and product offerings to capitalize on the opportunities presented by this rapidly growing segment of leisure travel. Further expand our global distribution network We intend to further expand our distribution network infrastructure across all markets. In India, we seek to improve market penetration by adding franchised shops that exclusively offer our products and services. In our franchisee model, the franchisee is permitted to operate a travel outlet based on our business concept with the use of our brand name. In our international markets, we will continue to focus on boosting our agent network and call centre sales support. We will also evaluate new jurisdictions in which a local distribution presence (through branches or representative offices) will contribute to our growth and profitability. We also have made investments into growing our online channels for conducting travel business. Our websites in various countries offer comprehensive travel solutions to our online customers, who can purchase airline tickets, make hotel reservations, obtain logistic support, or purchase tour packages. Our websites also enable users to purchase any combination of the above and customize their holiday. We believe that our online initiatives allow us to capitalize on the rise in the number of internet users in these markets and thereby reach a wider customer base. We intend to grow our PGL and Meininger product offerings in new markets We believe the education travel segment offers significant growth opportunities, and that we are well positioned to consolidate our market share in this segment in the UK and Europe. We are also well placed to leverage our product expertise in this segment to grow our presence in Australia where we have recently introduced PGL and in other newer markets including India in order to benefit from a first mover advantage. Further, we also intend to expand our budget accommodation offering targeted at student tour groups and young urban travellers through our Meininger brand by adding new properties in Europe, where we have signed four new hotel leases that we expect to be operational within the next two to three years. Business Description Our business primarily focuses on the following market segments: Leisure Travel and Education Travel. Leisure Travel 93

95 Leisure travel has historically been the largest business for us. We provide tour operator services, hotel aggregation and destination management services under our leisure travel segment. Our tour operator services principally involve providing outbound packaged tours to customers in Australia, Dubai, India, Japan, the U.K. and the U.S. travelling on leisure packages to overseas destinations. We also provide packaged tours for domestic travel to our Indian customers. Our hotel aggregation services focus on offering short break local packaged tours to customers in the U.K. and the Netherlands. Our destination management services include ground handling services which cover all aspects of ground tour arrangements, primarily for customers travelling into Dubai, Europe and India. Tour Operator Services Our tour operator services constitute the largest component of our leisure travel business. We design our own products, comprising customized holiday packages, under exclusive arrangements with direct suppliers and local agents across the world to suit the travel requirements of group travellers and individuals. Our packages build in various related services, including air tickets, visa, travel insurance, airport transfer, hotel accommodation and sightseeing services. Our tour operator services are offered through our offices, franchised shops, our network of preferred agents, our call centres and through our websites. We have worldwide coverage in terms of travel destinations. For instance, we arrange leisure trips for our U.K. customers to destinations in India, Africa, the Far East, the Middle East, Latin America, Australia and Continental Europe. Likewise, we provide our Australian customers with travel packages to all major European destinations and various tourist destinations in India, Sri Lanka and the Middle East. We also represent and retail many international third party products including Star Cruises and Rail Europe that are bundled into our holiday packages. In addition, we arrange leisure trips within India whether for business travel, holidays, religious pilgrimages or family visits. We offer several packages ranging from religious pilgrimage tours, education tours, weekend breaks, activity holidays, spa holidays, budget holidays and summer and beach retreats and touring holidays. Our target customer segments for our tour operator services vary from country to country. In India, we offer both international and domestic tour operator services, across all client segments. In the U.K., U.S., and Japan, we offer specialized outbound travel services to high-end customers, whereas in Australia and New Zealand, we offer specialised outbound travel services to mid-market customers. In the UAE, we offer outbound travel across all client segments. Hotel Aggregation Services We offer packaged short breaks into U.K. and Netherlands through our market leading brands Superbreak and Bookit, respectively. Superbreak typically offers packages for short break holidays within the U.K. and a few other European locations. The holiday packages offered by Superbreak typically include hotel, transport options and in some instances theatre tickets, concert and/or event tickets. The brand has a dominant U.K. presence offering approximately 3,000 U.K. hotels across 1,000 destinations Bookings are made through high street travel agents, call centres, websites and other affiliate partner channels. Bookit is a leading independent online retailer of short break holidays in the Netherlands, offering holiday packages which typically include a combination of accommodation and transport options. Bookit has access to over 2,500 hotels and over 500 bungalow park destinations in the Benelux, Germany and other European cities Destination Management Services We cover all aspects of ground management, including hotel reservations, air or rail ticketing, airport transfers, landing arrangements, excursion planning, meet and greet services, event planning, meetings and appointments, conference management and private air charter. We provide destination management services in India, Europe, Singapore and the UAE under arrangement with various suppliers such as hotels, airlines, transporters, and guides. In Europe, we provide destination management services under the CKDMS (Cox and Kings Destinations Management Services) brand. We source significant inbound travel business through our global presence, through our subsidiaries (India, U.K., Australia, New Zealand, Japan, the U.S. and UAE), branch offices 94

96 (Moscow, Taiwan, Maldives and Tahiti) and representative offices (Spain, Germany, Italy, France, Brazil and South Africa). Product Categories under our Leisure Travel Segment Group Tours. We operate group tours for outbound travel in all our countries of operation in addition to which we also organise group tours for domestic travel in India. While each tour package is different from the other in terms of the number of days and destinations, the dates of departure and arrival are fixed in advance. Apart from selling destination focused packages in all our countries of operations, we also sell interest focused packages. We organized theme based specialist travel plans for small groups, which brings together a team of lecturers, all experts in their respective fields and add value to travel itineraries. Flexible Individual Travellers. We provide customised holidays for flexible individual travellers ("FITs"). These packages which have flexibility and are designed to suit the customer needs unlike group tours which are standard in nature. We believe this product though complex has good demand and requires better planning and execution to meet individual needs. These tours are generally booked by people who prefer to travel alone. To illustrate, the itinerary of a holiday taken by two individuals could be totally different from each other though the destination may be same. We have experience in handling complex requests associated with FITs and have a unique internet program that allows and facilitates complex itinerary planning and booking capability. We have an intensive training program for our staff to enable them to sell complex holidays with efficiency. Meetings, Incentives, Conferences and Exhibitions in India. We cater to all aspects of conference organising, business meetings, event management, seminars, exhibitions, product launches and incentives for customers in India. Every event is designed to meet specific requirements right from the pre-event preparations, during the event itself and through to post-event settlements. We assist in selection of destinations, providing a choice of airlines using the most economical route and complete logistic support on ground. Our expertise in this segment with extensive planning and considerable research ensures our customers have the most comprehensive travel experience. Leisure travel packages are increasingly being used as an incentive tool by many organisations for their employees. We work closely with our clients in India to tailor-make a programs best suited to their needs and budgets. These individual itineraries being created are unique in nature and normally provide us a client with a long term relationship. Trade Fairs Customers in India. We also organise group tours for customers in India to attend trade fairs in countries outside India. Trade fairs for different industries are organised all around the year at different places and we take participants in such trade fairs with a customised itinerary for their entire schedule. For group tours organised for our customers to attend trade fairs, we arrange for accommodation, city tours and other add-on options such as factory visits, buyer-seller meets and an array of value-added services handling the most complex and exacting business trips anywhere in the world. Our Brands India Brand Markets Bharat Deko caters to group tours for domestic leisure travel in India and is targeted at customers in India with families from both the mid-market and affluent segments. Duniya Dekho caters to group tours for overseas leisure travel targeted at customers in India with families from both the mid-market and affluent segments. 95

97 Anand Yatra caters specifically to Maharashtrian customers organizing group tours for domestic leisure travel in India. Gaurav Yatra caters specifically to Gujarati customers organising group tours to several European countries. Flexihol offers customized holiday packages for individual travelers to destinations across the world. MICE caters to all aspects of conference organising, business meetings, event management, seminars, exhibitions, product launches and incentives in India. Europe Brand Markets The brand is known for specialist group leisure travel packages in the U.K. targeted at customers in the affluent segment (typically in the age group of 50 years and more). Explore offers specialized soft adventure group tours in the U.K. market targeted at couples and affluent families (typically in the age group of around 40 years). Regaldive offers specialist group tour scuba diving operator in the U.K. offering holidays and diving courses primarily in the Red Sea. Superbreak, is a leading online provider of packaged short break holidays in U.K. Bookit, is a leading online provider of packaged short breaks in Netherlands, Belgium and Germany Rest of the World Brand Markets Tempo Holidays specialises in fully independent holidays and organised group tours in Australia targeting customers in the mid-market and affluent segments. Bentours, specialises in group tours and FIT in Australia operating innovative tours and cruises and is also considered a leading Scandinavian travel specialist targeting customers in the mid-market and affluent segments. Education Travel 96

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