EIH Associated Hotels Ltd. — Proxy Solicitation & Information Statement 2019

Feb 13, 2019

EIH Associated Hotels Limited

CIN: ¹ 92490TN ¹ 98:2?) 11:1]09903 Haiku Uz'iice: '7, Sham N h \lar9;, 091111-111; €35»; ibiepimr'm 91—11472 '5 1'5""? lekam Office: : 4, ._ liftictvhtjnrj' til-6.. _ rigue Lane, Renata—71311 001 'i 53 liiricsmiile' 91—33422'181'7739 ^114175175110 wwm .eilmssm tatm'i homimn

13th February 2019

The National Stock Exchange of India Limited

Exchange Plaza, 5* floor. P10: ^a cm. "(1' Block Bandra Kurla Complex, Bandra {East} Mumbai — 400 051

BSE Limited

Corporate Relations Department 1St Floor, New Trading Ring, Rotunda Building Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai — 400 001

Dear Sirs,

Sub: Disclosure under Regulation 30- Notice to Shareholders

Scrip Code/Symbol: ⁵²³¹²⁷ / EIHAHOTELS

The Board of Directors having approved the enclosed Postal Ballot Notice on 3|SE January 2019. the Company has completed despatch of the Notice including Postal Ballot Form and self-addressed business reply envelope, by registered post! e-mail through National Securities Depository Limited (NSDL), as applicable, on ¹³'" February 2019,

In accordance with the Companies (Management and Administration) Rules 2014, an advertisement shall be published in Makkal Kural (Tamil) and in Business Standard Chennai (English) about having inter alia despatched the ballot papers etc.

The Postal Ballot Notice has been placed on the website ofthe Company.

Kindly take the above in your records and host on your website.

Yours faithfully, For EIH Associated Hotels Limited

Lam»; Indrani Ray Encl: As above

.=\ membot or 55: ⁵ {7/715 (X175); Gym/P Rtjzglsh'red Office: 1/24, (1.5T. Road, ivleaermntbakkarn, ChenrmHiOO ⁰²⁷ lelcplwne: 91-44-2234 ⁴⁷⁴⁷ Facsimile: ^91414721341 £1699

EIHAssociated Hotets Limited A MEMBER OF THE OBEROI GROUP

CIN: L92490TN1983PLC009903 Registered Office: ¹ /24 G.S.T, Road, Meenambakkam, Chennai — 600 027 Telephone : 9144—2234—4747 Facsimile291-44—2234 6699 Kolkata Office: 4, Mangoe Lane, Kolkata — 700 001

Telephone: 91—33-2248 6751/ ⁵³ Facsimile: 91-33—2248 6785 Website: www.eihassociatedhotelsin

POSTAL BALLOT NOTICE

[Pursuant to Section ¹¹⁰ of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014]

To the Members,

NOTICE is hereby given in accordance with Section ¹¹⁰ of the Companies Act, ²⁰¹³ ("the Act") read with Rule ²² of the Companies (Management and Administration) Rules, ²⁰¹⁴ and other applicable provisions, if any, of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ (including any statutory modificati0n(s) or re-enactment(s) thereof for the time being in force) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, ²⁰¹⁸ (hereinafter collectively referred to as "Listing Regulations"), the Company proposes to pass the following Resolutions by way of postal ballot/ remote e-voting:

1. Continuation of Mr. Prithviraj Singh Oberoi (DIN 00051894) as Non-executive Chairman on the Board of the Company, liable to retire by rotation, on and after lst April 2019, notwithstanding that he has attained the age of ⁷⁵ years

To consider and if thought fit, to pass with or without modification(s), the following resolution as ^a Special Resolution:

"RESOLVED that pursuant to the provisions of Sections 149, ¹⁵² and other applicable provisions, if any, of the Companies Act ²⁰¹³ ("the Act") and the Rules framed thereunder and Regulation 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("Listing Regulations") (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force) and based on the recommendation of the Nomination & Remuneration Committee and theBoard ofDirectors, consent ofthe Company be and is hereby accorded for continuation of Mr. Prithviraj Singh Oberoi (DIN 00051894) as the Non-executive Chairman on the Board of the Company on and after lst April 2019, on the existing terms and conditions and liable to retire by rotation, notwithstanding that he has attained the age of 75 (seventy-five) years;

RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary, proper and expedient to give effect to this Resolution."

Re-appointment of Mr. Anil Kumar Nehru (DIN 00038849) as ^a Non-executive Independent Director on the Board of the Company for ^a second term of ⁵ (five) consecutive years with effect from lstApril ²⁰¹⁹ up to Slst March 2019, notwithstanding that he has attained the age of ⁷⁵ years

To consider and if thought fit, to pass with or without modification(s), the following Resolution as ^a Special Resolution:

"RESOLVED that pursuant to the provisions of Section 149, ¹⁵² read with Schedule IV and other applicable provisions, if any, of the Companies Act, ²⁰¹³ ("theAct") and the Rules framed thereunder and

Regulations ¹⁶ and 17(1A) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("Listing Regulations") (including any statutory modification(s), amendment(s) or re-enactment(s) thereof for the time being in force) and based on the recommendation of the Nomination 8: Remuneration Committee and the Board of Directors, consent of the Company be and is hereby accorded for re-appointment of Mr. Anil Kumar Nehru (DIN 00038849) as ^a Non-executive Independent Director on the Board of the Company for ^a second term of five (5) consecutive years with effect from lst April ²⁰¹⁹ up to 315t March 2024, on the existing terms and conditions, notwithstanding that he has attained the age of ⁷⁵ (seventy-five) years;

RESOLVED FURTHER that the Board be and is hereby authorised to do all such acts, deeds and things as may be deemed necessary, proper and expedient to give effect to this Resolution."

Meenambakkam Chennai — 600 027

Registered Office: By order of the Board of Directors ¹ /24 G.S.T. Road For EIH Associated Hotels Limited

New Delhi Indrani Ray Slst January ²⁰¹⁹ Company Secretary

NOTES AND INSTRUCTIONS:

• 1. An Explanatory Statement as required under Section ¹⁰² of the Companies Act, 2013, in respect of the business specified above is appended hereto.
• 1. This Notice is being sent to all the shareholders whose names appear on the Register of Members / List of Beneficial Owners as received from the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) as on lst February 2019.
• 1. The Board of Directors of the Company at its meeting held on Slst January ²⁰¹⁹ appointed Mr. Asim Kumar Chattopadhyay, Practicing Company Secretary, as the Scrutinizer for conducting the postal ballot and e-voting process in accordance with law and in ^a fair and transparent manner.
• 1. In compliance with the provisions of Section ¹¹⁰ of the Companies Act, ²⁰¹³ read with Rule ²² of the Companies (Management and Administration) Rules 2014 and Regulation ⁴⁴ of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ ("Listing Regulations"), the Company is also offering remote e-voting facility to all its shareholders. For this purpose, the Company has signed an agreement with NSDL for facilitating remote e-voting and is pleased to offer e—voting facility as an alternative to its shareholders to enable them cast their votes electronically instead of exercising their votes by physical Postal Ballot Forms.
• 1. A. The instructions for remote e-voting are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on ^NSDL e-Voting system consists of "th70 Steps " which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at httpszllwww.evoting.nsdl.coml Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step ¹ is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:[lwww.evoting.nsdl.com[ either on ^a Personal Computer or on ^a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and ^a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL e-services i.e. IDEAS, you can log-in at https:l[eservices.nsdl.gom[ with your existing IDEAS login.

Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step ² i.e. Cast your vote electronically.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical		Your User ID is:
a)	For Members who hold shares in demat account WIth NSDL'	8 Character DP ID followed by 8 Digit Client ID if your DP ID is IN300 and Client For example ID is 12 then your user ID is IN30012**.
b)	For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID if your Beneficiary ID is 1 For example 2irww~kwx user ID is 12** then your
c)	shares in Physical For Members holding Form.	followed EVEN Number Folio Number by registered with the company if folio number is 001"r and EVEN is For example 101456 then user ID is 101456001**

• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.

• c) How to retrieve your 'initial password"?

  • (i) If your email ID is registered in your demat account or with the Company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. ^a .pdf file. Open the .pdf file. The password to open the .pdf file is your ⁸ digit client ID for NSDL account, last ⁸ digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
  • (ii) If your email ID is not registered, your 'initial password' is communicated to you on your postal address.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Click on "Forgot User Details / Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) thsical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send ^a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address.
• 1. After entering your password, tick onAgree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step ² is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• After click onActive Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• Select "EVEN" of company for which you wish to cast your vote.
• Now you are ready for e-Voting as the Voting page opens.
• Cast your vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• Upon confirmation, the message "Vote cast successfully" will be displayed.
• You can also take the printout of the votes castby you by clicking on the print option on the confirmation page.
• Once you confirm your vote on the Resolution, you will not be allowed to modify your vote.
• (B) The voting through Postal Ballot and remote e-voting period commences from 10.00 AM on 14th February ²⁰¹⁹ and ends at 5.00 PM on 15th March 2019. The remote e-voting module will be disabled by NSDL for voting thereafter.
• (C) In case of any queries you may refer the "Frequently Asked Questions (FAQs)" for Shareholders and e-voting user manual for shareholders available at the "Downloads" section ofwwwevotingnsdlcom.
• In accordance with Rule ¹⁸ of the Companies (Management and Administration) Rules, 2014, this Notice is being sent to all those shareholders Who have registered their e-mail [05 with the Company? Depositories in electronic mode ie. by e-mail through NSDL and to others by post;f courier along with Postal Ballot Form. Shareholders have an option to vote either through remote ewvoting or through Postal Ballot Form. Shareholders who have not received the Postal Ballot Form can download Baliot Form from the link www.evoting.nsdl.com or www.cihassociatedhotelsdn or write to the Company for obtaining duplicate Postal Ballot Form.
• The shareholders desiring to exercise their votes by physical postal ballot are requested to carefully read the instructions printed in the attached Postal Ballot Form. Such Members are requested to exercise

their voting rights by using the attached Postal Ballot Form only. No other form or photocopy of the form is permitted. The Postal Ballot Form duly completed and signed should be returned in enclosed self-addressed postage prepaid envelope to the Scrutinizer so as to reach the Scrutinizer before the close of working hours, on or before 5.00 PM on 15th March 2019. The consent or otherwise received after the said date will be treated as if reply from the shareholder has not been received. Incomplete, unsigned, improperly ticked Postal Ballot will be rejected.

• 1. The shareholders should opt for only one mode of voting, ie. physical postal ballot or electronic voting.
• 1. If any shareholder has voted differentially in both physical as well as electronic mode, vote cast by way of remote e-voting only will be considered valid.
• 1. The Scrutinizer will submit his report to the Company after completion of scrutiny of the votes cast through Postal Ballot Forms and e-voting.
• 1. The Results of Postal Ballot will be announced by the Company on 16th March ²⁰¹⁹ at 5.00 PM. The Results will be put up at the Notice Board at the Registered Office of the Company at ¹ / ²⁴ G.S.T. Road, Meenambakkam, Chennai — ⁶⁰⁰⁰²⁷ and will also be published in newspapers and communicated to stock exchanges where the shares of the Company are listed. The result will also be placed on the Company's website www.eihassociatedhotels.in
• 1. The Special Resolutions mentioned above shall be declared as passed on the last date of declaration of Result if the number of votes cast in favour is more than three times the number of votes cast against it.
• 1. The Board of Directors have appointed Mr. Vikramjit Singh Oberoi Managing Director and Ms. Indrani Ray, Company Secretary as the persons responsible for the entire postal ballot process. For any query(ies) / grievance(s) relating to remote e-voting, please contact Investor Services Division on 011-2389 ⁰⁵⁰⁵ or email at isdho@oberoigroup.com.
• 1. All documents referred to in the Notice and accompanying Explanatory Statement shall be open for inspection at the Registered Office of the Company on all working days (except Saturday) between 11.00 AM to 1.00 PM up to the date of closure of the Postal Ballot.

Explanatory Statement pursuant to Section ¹⁰² and ¹¹⁰ of the Companies Act, ²⁰¹³

HMO-J

Regulation 17(1A) was inserted in the Listing Regulations through SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, with from lst April 2019. This Regulation prescribes that no listed entity shall appoint ^a person or continue the directorship of any person as ^a non-executive director who has attained the age of ⁷⁵ (seventy-five) years unless ^a special resolution is passed to that effect, in which case, the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such a person.

Mr. Prithviraj Singh Oberoi (DIN 00051894) is above ⁷⁵ years of age and therefore, his continuation as the Non-executive Chairman of the Company on and after lst April ²⁰¹⁹ would require approval of the Shareholders by special resolution.

lustification for the cogtingatign of Mr. {lbgrgi as Ngnvgxggutive ^g hairman of the ^g gmpang

Mr. Prithviraj Singh Oberoi ("Mr. Oberoi") was appointed in the year ¹⁹⁸⁸ as ^a Non-executive Chairman on the Board of the Company, liable to retire by rotation.

Mr. Oberoi is the son of Late Rai Bahadur Mohan Singh Oberoi, the founder of the Oberoi Group. Mr. Oberoi graduated with ^a degree in Hospitality from the University of Laussanne, Switzerland and has over ⁶⁵ years of experience in the hospitality industry. Mr. Oberoi has been instrumental in pioneering the growth of the Company. He was awarded the "Padma Vibhushan", India's second highest civilian honour, in recognition of his exceptional service to the country in 2008. In 2001, His Majesty King Mohammed VI of Morocco awarded Mr. Oberoi the 'Grand Officer' of the Alalaoui VVlssam, which is one of the highest civilian awards in Morocco, in recognition of Mr. Oberoi's contribution to tourism in Morocco and to Indo-Moroccan relations. Mr. Oberoi

was also conferred with ^a 'Lifetime Achievement Award' at the CNBC TV18 India Business Leader Awards ²⁰⁰⁷ for building ^a world-class hotel chain that caters to both luxury and business travelers and for shaping the hospitality industry of India.

Mr. Oberoi received the 'Outstanding Business Leader' award from the Associated Chambers of Commerce and Industry and Society of Indian Law Firms in September 2008. In November 2008, Mr. Oberoi was conferred ^a 'Lifetime Achievement Award' at the Ernst 8: Young Entrepreneur of the Year awards for redefining design standards in luxury hotels. In September 2009, Mr. Oberoi received the Lifetime Achievement Award at the first Economic Times TAAI Travel Awards 2009. These awards were organised by the Economic Times in association with the Travel Agents Association of India (TAAI). Mr. Oberoi was presented with the '2010 Corporate Hotelier of the World" award by HOTELS magazine in November 2010. This annual award is determined by votes cast by the readers of the magazine in more than ¹⁵⁰ countries. The cover story of the November edition of the magazine referred to Mr. Oberoi as 'the founder father of modern luxury hospitality in India' and credited him with growing the Company 'into one of the world's most prestigious luxury hotel groups.'

Mr. P.R.S. Oberoi received the Lifetime Achievement Award for his outstanding contribution to Indian Hospitality Industry by Economic Times Awards for Corporate Excellence, 2012. Mr. Oberoi was conferred the Lifetime Achievement Award at ILTM (International Luxury Travel Market) held in Cannes in December 2012. The award was bestowed on Mr. Oberoi as ^a global recognition of his exceptional leadership, vision and contribution to develop The Oberoi Group as one of worl's leading luxury hotel chains. The All India Management Association (AIMA) at ^a function held in New Delhi in February ²⁰¹³ had conferred the Lifetime Achievement Award to Mr. P.R.S. Oberoi. In 2014, Mr. Oberoi was honoured with the prestigious Lifetime Achievement Award by Forbes India Leadership Awards, 2014. In 2016, Mr. Oberoi was voted amongst CNBC TV18's Top ¹⁵ Indian Business ICON. In 2016, Mr. Oberoi was conferred with the ET Bengal Visionary Award by The Economic Times Bengal Corporate Awards, 2016.

Keeping in view that Mr. Oberoi is ^a well-known 'Hotelier', having rich and varied experience in the Hotel Industry and guided the Company through three decades of diversification and growth to emerge as one of the World's leading luxury Hotel Brand, it would be in the interest of the Company to continue Mr. Oberoi as the Non-executive Chairman of the Company.

Item No. 2

In accordance with Section ¹⁴⁹ of the Act and Rules made thereunder, Mr. Anil Kumar Nehru (DIN: 00038849) ("M11 Nehru") was appointed in the year ²⁰¹⁴ as an Independent Director on the Board of the Company to hold office for ^a term of ⁵ (five) consecutive years by passing an ordinary resolution.

Regulation 17(1A) was inserted in the Listing Regulations through SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, ²⁰¹⁸ with effect from lst April 2019. This Regulation prescribes that no listed entity shall appoint ^a person or continue the directorship of any person as ^a non-executive director who has attained the age of ⁷⁵ (seventy five) years unless ^a special resolution is passed to that effect, in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such ^a person.

Mr. Nehru is above ⁷⁵ (seventy-five) years of age. Therefore, in accordance with Regulation 17(1A) of the Listing Regulations, Mr. Nehru cannot be appointed or re-appointed on or after IstApril ²⁰¹⁹ unless ^a special resolution is passed by the Shareholders. The Board of Directors at its Board Meeting held on Slst January 2019, on the recommendation of the Nomination and Remuneration Committee, approved and recommended to the Shareholders for its approval by way of ^a special resolution, re-appointment of Mr. Anil Kumar Nehru (DIN: 00038849) as ^a Non-executive Independent Director on the Board of the Company for ^a second term of ⁵ (five) consecutive years with effect from 1st April ²⁰¹⁹ up to 3lst March 2024, on the existing terms and conditions, notwithstanding that he has attained the age of ⁷⁵ years.

Iugtifigatien fer the egntinuation of Mr. Nehru as Nen-executive Independent Direeter

1. Mr. Nehru holds ^a Bachelor's degree in Science and ^a Master of Sciences degree in Chemical Engineering from the Massachusetts Institute of Technology, United States. Mr. Nehru has completed Executive Business Management courses from the Indian Institute of Management, Ahmedabad, Harvard University and Columbia University, United States of America. Mr. Nehru has over ²⁵ years of experience in the chemical industry. Previously, he served as the Whole—time Director in Pfizer Limited.

2. Mr. Nehru has been associated with the Company since 22nd November 2004. Presently, Mr. Nehru is ^a member in two important committees of the Board, namely, the Audit Committee and the Nomination & Remuneration Committee. Mr. Nehru was appointed the Chairperson of the Audit Committee in the year ²⁰¹⁴ for ^a term of two years and retired by rotation in 2016.

3. As Member of the Audit Committee, Mr. Nehru is instrumental in guiding and setting up the following:
4. (i) improvement in internal control procedures and processes;
5. (ii) effective close monitoring of the said internal control procedure and processes;
6. (iii) improvement and effective close monitoring of risk control matrix and processes;
7. (iv) effective close monitoring of the Whistle Blower mechanism;
8. (v) effective close monitoring of sexual harassment cases;
9. (Vi) guiding the Managing Director, Internal Auditor and others involved in all the above;
10. As Member of the Nomination & Remuneration Committee, Mr. Nehru plays an important and effective role in the following:
11. (i) appointment and remuneration, if any, of executive director(s);
12. (ii) selection and appointment of non-executive directors;
13. (iii) selection and appointment of key managerial personnel core management team;
14. (iv) assessment of key managerial personnel and core management team and setting up processes and procedures for the same;
15. As Mr. Nehru is playing an important and effective role on all the above matters, it is in the best interest of the Company to continue the directorship of Mr. Nehru as ^a Non-executive Independent Director on the Board of the Company for ^a second term of ⁵ (five) consecutive years with effect from lstApril ²⁰¹⁹ up to 3lst March 2024, notwithstanding that Mr. Nehru has attained the age of ⁷⁵ years.

Nature of concern or interest and other particulars

• 1. Save and except Mr. Prithviraj Singh Oberoi and Mr. Vikramjit Singh who is ^a relative of Mr. Prithviraj Singh Oberoi, none of the other Directors/ their relatives and Key Managerial Personnel/ their relatives are concerned or interested. financially or otherwise, in the proposed Special Resolution No. 1.
• Save and except Mr. Anil Kumar Nehru and his relatives, if any, none of the other Directors / their relatives and Key Managerial Personnel/ their relatives are concerned or interested, financially or otherwise, in the proposed Special Resolution No. 2.
• None of the Directors and Key Managerial Personnel of the Company hold more than 2% of the shareholding in the Company as well as any other public limited company in which they may be Directors /Key Managerial personnel and which may get affected.
• The extent of shareholding interest of the Promoters of the Company in EIH Limited exceeding 2% of the paid-up capital of that company are as follows:

Oberoi Hotels Private Limited — 14.63% Oberoi Holdings Private Limited — 5.85%

Other particulars as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ²⁰¹⁵ are set out in Annexure A to this Notice.

The Nomination & Remuneration Committee and the Board of Directors have recommended the above Resolutions for your approval.

Meenambakkam Chennai — 600 027

Registered Office: By order of the Board of Directors 1/24 G. S. T. Road For EIH Associated Hotels Limited

New Delhi Indrani Ray 3lst January ²⁰¹⁹ Company Secretary

Annexure 2015] ^A

EIH Associated Hotels Limited OF THE CHEROI GROUP

AMEMBER ON SEEKING OF [Pursuant 36(3) of the Board of India and

of
between Directors relationships Disclosure	to Oberoi, Vikramjit Mr. Singh Related Managing Director	None
Other Information	held Non-Independent DirectorShares 50820 Non—Executive	held Nil Independent DirectorShares Non-Executive
listed other Committees companies in of Membership	None	Limited - Audit Committee and Remuneration Nomination Committee - EIH
listed other companies on Directorships	Limited EIH	Limited EIH
Qualification	Hotel in Graduate Management(Lausanne, Switzerland)	Executive (IIM (M.I.T., M.S. USA), MBA Cambridge,Harvard) Ahmedabad,
areas specific in Expertise functional	years 65 ofexperience inHospitality Industry Over	years 25 ofexperience Chemical in Over Industry
original of appointment Date	07.101988	22.11.2004
Birth of Date	03.021929	02.05.1941
DIN of 8: Name Director	Oberoi 00051894 Prithviraj Mr. Singh DIN	Kumar ru 00038849 Anil Mr. Neh DIN
		inter=se

EIHAssociated Hotels Limited

^A MEMBER or THE 0131:1201 GROUP Registered Office: 1/24 G ^S T Road. Meenambakkam. Chennai — 600 027 Telephone : 91-44-2234-4747 Facsimile:9l-44-2234 6699

Kolkata Office: 4, Mangoe Lane, Kolkata — 700 001 Telephone: 91-33-2248 6751/ 53 Facsimile: 91-33-2248 6785 Website: Yit'm'..9IJEQESQSLQISQHQEJSLHI ClN: L92490TN |983PLC009903

POSTAL BALLOT FORM

Sr. No.

Registered Folio No.	DP ID	Client ID	No. of Shares held

Name and Address ofthe Sole/ First Named Shareholder

Joint Holder's Name (ifany)

l/We hereby exercise my/our vote in respect of the Resolution(s) to be passed through Postal Ballot for the items of business stated in the Notice of the Company dated 3lst January ²⁰¹⁹ by sending my/our assent or dissent to the said Resolutions by placing ^a tick mark (v') in the appropriate box below:

Item N0.	Description	No. of Shares Held	I/We assent to the Resolution (FOR)	I/We dissent to the Resolution (AGAINST)
1	Special Resolution for continuation of Mr. Prithviraj Oberoi Non-executive (DIN as Singh 00051894) on the Board of the Company, Chairman liable to retire lst on and after rotation, April by 2019, of 75 notwithstanding that he has attained the age (seventy-five) years
2	Resolution for re-appointment of Mr. Anil Special Kumar Nehru (DIN as a Non-executive 00038849) Independent Director on the Board of the Company for a second term of 5 (five) consecutive years with effect lst 3lst from 2019 to March April 2024, up of 75 notwithstanding that he has attained the age (seventy-five) years

Place:

Date: (Signature of the Shareholder)

ELECTRONIC VOTING PARTICULARS

EVEN	USER ID	PASSWORD
(Electronic Voting Event Number)
1 10384

Note: Please read carefully the instructions printed overleaf before exercising the vote.

INSTRUCTIONS

• Pursuant to provisions of Section ¹¹⁰ ofthe Companies Ac. ²⁰¹³ read with Rule ²² ofthe Companies (Management and Administration) Rules. 2014. assent or dissent of the members in respect of the Resolutions contained in the Postal Ballot Notice is being sought through the Postal Ballot process.
• A member desiring to exercise his/her vote by postal ballot, may send completed form in the enclosed self addressed postage pre-paid Business Reply Envelope. The envelope bears the name of the Scrutinizer, Mr. Asim Kumar Chattopadhyay. Practicing Company Secretary. appointed as the Scrutinizer by the Board of Directors of the Company and the address ofthe Company.
• L41 Postage on the Business Reply Envelope will be borne by the Company. However. envelopes containing Postal Ballot. if sent by courier or by Registered Post at the expense of the member will also be accepted The Postal Ballot(s) may also be deposited personally at the Company's Registered Office at 1/24. G.S.T Road. Meenambakkam. Chennai — ^{600 027} or at the Scrutinizer's address C/o Ell-1 Limited. 4. Mangoe Lane. Kolkata — 700 001
• The envelopes containing the Postal Ballot should reach the Scrutinizer no later than 5.00 PM on 15'h March 2019. Any Postal Ballot Form received afi'er the said date and time will be strictly treated as ifthe reply from the member has not been received.
• ^A member has to convey his/her asset or dissent in the Postal Ballot Form only. Assent or dissent to the proposed Resolutions may be recorded by placing ^a tick mark (3/) in the appropriate column. Postal Ballot Form bearing (V) mark on both the column will render the Form invalid.
• The Postal Ballot Form should be completed and signed by the member. An unsigned Postal Ballot Form will be rejected
• In case ofjoint holding. the Postal Ballot Form should be completed and signed (as per the specimen signature registered with the Company/Depository) by the first named member and in the absence ofsuch member, by the next namedjoint-holder. A member may sign the Postal Ballot Form through an attorney. in such case, certified true copy of the Power ot'Attorney should be attached to the Postal Ballot Form. There will be only one Postal Ballot Form for every folio irrespective ofthe number ot'joint member(s).
• 1n case of shares held by Companies. Trusts. Societies etc. ^a duly completed Postal ballot Form should be signed by its authorised signatory In such cases. the duly completed Postal Ballot Form should alsobe accompanies by ^a certified true copy of the Board Resolution/Authority letter together with the specimen signaturets) of the duly authorised Signatory/(lest.
• A member neither needs to use all his /her votes nor needs to cast all his /her votes in the same way.
• An incomplete, unsigned. incorrectly ticket, defaced, torn. mutilated, over-written, wrongly signed Postal Ballot Form will be rejected. The Postal allot shall not be exercised by ^a proxy. The Scrutinizer's decision on the validity of Postal Ballot Form will be final.
• Voting rights shall be reckoned on the paid-up value of shares registered in the name of the member as on lst February 2019
• ^A member may request for ^a duplicate Postal Ballot Form. if so required However, the duly completed duplicate Postal Ballot Form should reach the Scrutinizer no later than the date and time specified in Point No. ⁴ above.
• No member is entitled to vote on Postal Ballot unless all calls or other sums presently payable by him in respect of the shares in the Company have been paid.
• 14 Members are requested not to send any other paper along with the Postal Ballot Form (except those authorised by the Company) in the enclosed self addressed postage prepaid envelope as all Postal Ballot(s) will be sent to ^e Scrutinizer and any extraneous paper found in such envelope would be destroyed by the Scrutinizer.
• The Resolution, ifassented by requisite majority, shall be considered as passed on 16th March 2019 (ie. the Date of Declaration ofthe Postal Ballot Result)_
• 1. E-VOTING: The Company is pleased to provide e-voting facility as an alternative to all the members of the Company enabling them to cast their votes electronically instead of through physical Postal Ballot. E-voting is optional. In case ^a member has voted through e-voting facility, he does not need to send the physical Postal Ballot Form. In case ^a member casts his vote by e—voting facility as well as send his vote through physical vote, the vote east through e-voting shall only be considered and the voting through Postal Ballot shall not be considered by the Scrutinizer. Members are requested to refer to the Postal Ballot Notice and Notes thereto, for detailed instructions with respect to electronic voting.