Preliminary

India Hospitality Corp. 23 February 2007 FOR IMMEDIATE RELEASE 23 February 2007 INDIA HOSPITALITY CORP India Hospitality Corp files consolidated financial statements for the period ending December 31, 2006. New York, NY. - February 23, 2007 - India Hospitality Corp. (LSE: IHC), today announced that it has filed consolidated financial statements for the period May 12, 2006 (inception) to December 31, 2006. For the period from May 12, 2006 to December 31, 2006, the company generated an operating loss of $844,525 and pre-tax profit of $1,266,390 or $0.08 per share. As of December 31, 2006, the company had $99.6 million in cash. About India Hospitality Corp. India Hospitality Corp. is a Special Purpose Acquisition Corporation (SPAC) created to initially pursue partnerships only of an Indian business, businesses or assets focused on the hospitality, leisure, tourism, travel and related industries, including but not limited to hotels, resorts, timeshares, serviced apartments and restaurants. While the company's potential partnerships could come from any of these sectors, the primary focus will be on the hospitality industry. It expects to pursue these initiatives initially only in India. In August of 2006, the company raised $100 million in an IPO and is listed on the Alternative Investment Market, 'AIM', a market operated by the London Stock Exchange, under the ticker IHC. The company is sponsored by Hayground Cove Asset Management LLC, a New York-based investment management firm with approximately $2.0 billion under management. Jason Ader, the company's Chief Executive Officer and Chairman of the Board is the Chief Executive Officer of Hayground Cove Asset Management. Mr. Ader has a strong background in the leisure and hospitality industries. Prior to founding Hayground Cove, he was Senior Managing Director at Bear Stearns & Co., Inc., supervising coverage of the lodging and hospitality industry and was a top ranked analyst by Institutional Investor Magazine's All-American Research Team for nine consecutive years. This press release contains certain forward-looking statements. Statements containing expressions such as 'may,' 'will,' 'project,' 'might,' 'expect,' 'believe,' 'anticipate,' 'intend,' 'could,' 'would,' 'estimate,' 'potential,' 'continue,' or 'pursue,' or the negative or other variations thereof or comparable terminology used in India Hospitality Corp.'s press releases and in its reports filed with the Securities and Exchange Commission are intended to identify forward-looking statements. These forward-looking statements, which are included in accordance with the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause India Hospitality Corp.'s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although India Hospitality Corp. believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations. These risks, uncertainties and other factors are discussed in India Hospitality Corp.'s final prospectus, copies of which are available from the company upon request Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. India Hospitality Corp. does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. FOR FURTHER INFORMATION CONTACT: Investor Relations Contact: Integrated Corporate Relations William Schmitt 203-682-8265 Buchanan Communications Richard Darby, Isabel Podda +44 207 466 5000 Chairman's Statement Business Outlook in India The Indian financial markets are at or near all-time highs as economic and corporate governance reforms have become the focal point of governmental and regulatory authorities. We continue to believe India is positioned to become one of the world's most influential economic centers and is gaining a significant role in the world economy. • The Indian economy is growing at more than 8 percent a year, the second fastest growth in the world after China's 10 percent. • India's middle class of 300 million is the size of the total population of the United States and 10 times that of Canada, and is expected to grow to 500 million by 2010. The increasing purchasing power of the middle class has largely been a direct result of India's recent growth. • India's economy is projected to surpass Italy's within a decade, Britain's within 15 years and within 30 years is projected to be the third largest economy in the world after the United States and China. • India's economic prospects are so bright that foreigners have invested in more than 1,000 Indian companies- a record for any country outside the U.S. We believe economic growth is likely to remain strong this year, driven by booming investment and consumption, and most Indian economists expect 8% to 10% growth over the next five years. We believe that the Indian hospitality industry, including industries related to travel, restaurants and hotels, will sustain continued growth. • Airline Sector. India's airline sector is undergoing major changes with the rise of private Indian airlines. India's move towards an 'open skies' policy will continue to make air travel more available and affordable, benefiting both foreign and private Indian airlines. Strong growth in India's domestic airline passenger market is expected on account of the increasing purchasing power of the middle class and increasing supply from low cost carriers. Four budget airlines entered the Indian market in 2005 and four more in 2006. With more seats available, consumers can expect cheaper air fares, and demand should rise. • Restaurant Sector. The rapid growth of the Indian economy has arguably benefited the restaurant sector the most. The surge in spending power for India's middle class has led to an explosion in the restaurant business and significant expansion across the country. • Hotel Sector. Demand for hotel rooms is soaring in India as its economy blossoms. India offers only 110,000 hotel rooms-China has 10 times as many, and the United States 40 times as many. The New York metropolitan region alone has about as many rooms as all of India. The demand for hotel rooms is likely to continue to outpace supply during the next five years. We believe that these positive trends in the industries in which we are pursuing acquisitions will translate into strong results once we complete an acquisition. Corporate Governance and Responsibilities India Hospitality Corp. believes in good principles of corporate governance in accordance with AIM rules and best practice guidance and applies the guidance to the extent that it is practical, given the current size and nature of our business. Certain disclosures may be limited due to the lack of substantial business operations during the period. Risk Management India Hospitality Corp. has not commenced any trading or investment activities and consists primarily of approximately $97m of cash held in trust, pending a Qualified Business Combination. When a Qualified Business Combination is completed, India Hospitality Corp. will either amend its own risk management procedures or assume those of the acquired businesses if they are of the standard required by the board. Otherwise the Company will design and implement additional controls and procedures to mitigate risk and these will be approved by the board. The directors feel that India Hospitality Corp. has adequate controls and procedures around cash transactions and will consider the use of hedging instruments such as derivatives contracts to mitigate currency and interest rate risk to the business as they commence trading. The board of directors comprises 5 non-executive directors and 2 executive directors and has established an Investment Committee to oversee and approve investments prior to seeking approval from the board. The Company engages an asset manager, Hayground Cove Asset Management LLC, who is registered with the US Securities and Exchange Commission and meets internal control requirements set by the Commission. The asset manager assists in determining and managing the risks to the business primarily through acquisitions. Remuneration Raj Nandiwada is the Executive Director for the Company. His services are engaged via Hayground as a consultant to the Company. Christa Short is a director of the Company and also serves on the Investment Committee of the Company. For their services to the Company during the year Raj Nandiwada and Christa Short are entitled to $75,000 each in compensation. No other compensation was awarded to any directors or executives of the Company during the year. Compensation to directors and executives is discretionary and determined by the board. Reasonable out of pocket expenses incurred by directors and executives in relation to their services to the Company are reimbursed by the Company. The directors have accepted responsibility for preparation of the financial statements for the financial period which give a true and fair view of the state of affairs of the Company and of the profit of the Company for that period. In preparing those financial statements, the directors accept responsibility for: • Selecting suitable accounting policies and then applying them consistently; • Making judgments and estimates that are reasonable and prudent; and • Preparing the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors accept responsibility for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the laws of the Cayman Islands. They also accept responsibility for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Approved and signed for on behalf of the board. JASON N. ADER, CHAIRMAN INDEPENDENT AUDITOR'S REPORT TO THE SHAREHOLDERS OF INDIA HOSPITALITY CORP. We have audited the consolidated financial statements of India Hospitality Corp. for the year ended 31 December 2006 which comprise Consolidated Income Statement, the Consolidated Balance Sheet, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity and the related Notes 1 to 13. These consolidated financial statements have been prepared under the accounting policies set out therein. This report is made solely to the Company's members. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditors The directors are responsible for preparing the Annual Report and the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union. Our responsibility is to audit the consolidated financial statements in accordance with International Standards on Auditing (UK and Ireland). We report to you our opinion as to whether the consolidated financial statements give a true and fair view and whether the consolidated financial statements have been properly prepared in accordance with Note 1 of the financial statements. We read other information contained in the Annual Report and consider whether it is consistent with the audited consolidated financial statements. The other information comprises only the directors' report. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the consolidated financial statements. Our responsibilities do not extend to any other information. Basis of audit opinion We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the consolidated financial statements. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the group financial statements, and of whether the accounting policies are appropriate to the group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the consolidated financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the consolidated financial statements. Opinion In our opinion: • the consolidated financial statements give a true and fair view, in accordance with IFRS as adopted by the European Union, of the state of the group's affairs as at 31 December 2006 and of its profit for the year then ended; • the consolidated financial statements have been properly prepared in accordance with Note 1. Ernst & Young LLP Registered auditor London 21 February 2007 CONSOLIDATED INCOME STATEMENT For the period 12 May 2006 to 31 December 2006 For the period from 12 May 2006 to 31 December 2006 Note $ Administrative expenses 4 (844,525) Operating loss (844,525) Finance revenue 2,110,915 Profit before tax 1,266,390 Income tax - Profit for the period attributable to equity holders of the parent 1,266,390 Note $ per share Earnings per share for continuing operations Basic, for profit for the year attributable to ordinary equity holders of 7 0.08 the parent CONSOLIDATED BALANCE SHEET As at 31 December 2006 31 December 2006 Note $ ASSETS Current assets Cash 3 99,592,211 Other receivables 6 430,447 Prepaid expenses 127,298 Total assets 100,149,956 EQUITY & LIABILITIES Equity attributable to equity holders of the parent Called up share capital 8 21,334 Share premium account 98,523,828 Retained profit 1,266,390 Total equity 99,811,552 Current liabilities Financial liabilities - loans due to related parties 9 6,000 Accrued expenses 5 332,404 Total liabilities 338,404 Total equity and liabilities 100,149,956 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the period 12 May 2006 to 31 December 2006 Share Capital Share premium Retained Total equity earnings $ $ $ $ On incorporation - - - - Profit for the period - - 1,266,390 1,266,390 Total income and expense for the period - - 1,266,390 1,266,390 attributable to equity holders of the parent Issue of share capital 23,417 102,982,835 - 103,006,252 Redemption of share capital (2,083) - - (2,083) Transaction costs recognised directly in equity - (4,459,007) - (4,459,007) As at 31 December 2006 21,334 98,523,828 1,266,390 99,811,552 CONSOLIDATED CASH FLOW STATEMENT For the period 12 May 2006 to 31 December 2006 For the period from 12 May 2006 to 31 December 2006 $ Operating activities Operating loss (844,525) Working capital adjustments: Increase in prepaid expenses (127,298) Increase in accrued expenses 332,404 Net cash flow from operations (639,419) Investing activities Interest received 1,680,468 Cash flows from investing activities 1,680,468 Financing activities Issue of share capital 103,006,252 Redemption of share capital (2,083) Proceeds from borrowings 6,000 AIM admission expenses (4,459,007) Cash flows from financing activities 98,551,162 Net increase in cash 99,592,211 Cash at incorporation - Cash at 31 December 2006 99,592,211 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Company information and basis of preparation Company information The consolidated financial statements of India Hospitality Corp. for the year ended 31 December 2006 were authorized for issue in accordance with a resolution of the directors on 13 February 2007. The Company was incorporated in the Cayman Islands on 12 May 2006 and its shares are publicly traded on the Alternative Investment Market of the London Stock Exchange (IHC LN). As of 31 December 2006, the company had a wholly owned operating subsidiary incorporated in Mauritius. The Company expects to conduct business, including the making of acquisitions, through its Mauritius subsidiary. The principle activities of the Group are described in Note 12. Basis of preparation The consolidated financial statements ('financial statements') have been prepared on a historical cost basis and are presented in US dollars. The functional currency of the Company is US dollars. Statement of compliance The consolidated financial statements of India Hospitality Corp. and all its subsidiaries have been prepared in accordance with International Financial Reporting Standards (IFRS). Basis of consolidation All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets are eliminated in full. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. 2. Summary of significant accounting policies Loans and borrowings Loans and borrowings are initially recognized at fair value less directly attributable transaction costs. After initial recognition, loans and borrowings are subsequently measured at amortised cost using the effective interest rate method. Cash Cash in the balance sheet comprises cash at bank and in hand. Taxation The Company is incorporated as a tax exempt company under Cayman Islands law and is not subject to any taxes in the Cayman Islands. No income tax is chargeable to the income statement or the statement of changes in equity in the current period. Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Finance revenue Revenue is recognized as interest accrues (using the effective interest method that is the rate that exactly discounts estimated future cash receipts through the expected life of the financial instrument to the net carrying amount of the financial asset). Equity transaction costs Transaction costs directly attributable to the issue of share capital upon admission to AIM are recorded in the share premium account. 3. Cash $ Cash in Trust Account (a)(b) 97,918,925 Cash in Working Capital Account 1,673,286 99,592,211 a) Cash in the Trust Account is held in trust by the Trustee, Continental Transfer and Trust Company. The cash is restricted for use and is only released to the Company on the consummation of the Company's first approved business combination. If no business combination is consummated, the Trust Account will be distributed solely to the Shareholders that participated in the Offering of shares on Admission to AIM. Details of the potential distribution are outlined in the AIM Admission Document dated July 26, 2006. The first $500,000 of accrued interest was released from the Trust Account on September 20, 2006 and transferred for use in the Working Capital account. b) Cash in the Trust Account was invested at an average annualized interest rate of approximately 5.30%. 4. Administrative Expenses $ Financial advisor fee (Banyan Tree Capital) 140,000 Travel expenses 129,523 Directors & officers insurance 90,927 Sponsor fee (Hayground) 70,000 Nomad fee (Deutsche Bank) 50,000 Audit fee (Ernst & Young LLP) 102,404 Remuneration to directors and officers 150,000 Legal expenses 20,507 Bank charges 786 Investor relations fees 90,378 844,525 5. Accrued Expenses $ Due to Financial advisor 20,000 Due to Sponsor 10,000 Due to Nomad 50,000 Due to auditors 102,404 Due to directors and officers 150,000 332,404 6. Other receivables Other receivables comprise interest receivable on the trust and working capital bank accounts. The credit risk in relation to this receivable is the default of the counterparty and the maximum exposure is the carrying value of the receivable. 7. Earnings per share Earnings per share figures are calculated in accordance with IAS 33, Earnings per Share. Basic earnings per share amounts are calculated by dividing profit for the period attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the period. The following reflects the income and share data used in the total operations basic earnings per share computations: Profit attributable to equity holders of the parent $ 1,266,390 Weighted average number of ordinary shares for basic earnings per share 15,995,351 There are no dilutive instruments in issue 8. Share Capital Authorised 31 December 2006 $ 200,000,000 ordinary shares of $0.001 200,000 Allotted, called up and fully paid 31 December 2006 $ 4,166,667 ordinary shares of $0.001 each 4,167 17,166,667 units of $0.001 each 17,167 21,334 The Company was incorporated and registered in the Cayman Islands on 12 May 2006. On incorporation, one subscriber share of $0.001 was issued at a price of $0.001. On 30 May 2006, 6,250,000 ordinary shares were issued at a price of $0.001 and one subscriber share was repurchased by the Company at $0.001. The Company will dissolve and promptly distribute the amount held in the trust account if the Company does not consummate a Qualified Business Combination within 12 months after the Admission Date (or, if extended by a majority of votes cast at a general meeting of ordinary shareholders at which a quorum is present). A Qualified Business Combination is a business combination which, either by itself or when combined with all of our previous business combinations, has an aggregate Transaction Value of at least 50% of the initial amount held in the trust account. $96,750,002 was initially held in trust. A unit comprises 1 ordinary share and 2 warrants. The nominal value of the shares is $.001 and the warrants is nil. There are 34,333,334 warrants outstanding at December 31, 2006. Each warrant is exercisable for one ordinary share at $5. The warrants will become exercisable on the later of: 1) the completion of a Qualified Business Combination or 2) one year after the Admission Date, if a business combination, but not a qualified business combination, has occurred before that date (or, if extended by a majority of votes cast at a general meeting of ordinary shareholders at which a quorum is present). All shares are ordinary shares and rank equally. Share capital: Share capital: At the beginning of the period - Issued during the period 23,416,667 Redeemed during the period (2,083,333) At the end of the period 21,333,334 9. Loans due to related party $6,000 unsecured loan from Hayground Cove Asset Management LLC ('Hayground') The loan is unsecured and bears no interest. The loan is repayable upon call by Hayground. The fair value of the loan is not materially different to the book value. 10. Related Party Disclosures The Company's Chairman and Chief Executive Officer, Mr. Jason Ader, is also Chief Executive Officer of Hayground (and is also a major shareholder in that company). During the period, the Company entered into the following transactions with Hayground: The Company received a loan from Hayground as described in note 9. As described in note 11, Hayground has contracted contingently to provide services to the Company. The directors and officers of the Company during the year and their shareholding in the Company at year end were: Director Shareholding Jason Ader- Chairman and CEO (Executive Director)(1) - Andrew Sasson - Director and COO (Executive Director) 35,088 Christa Short - Non-executive director 75,000 Pawan Munjal - Non-executive director 35,088 Anthony Juliano - Non-executive director 35,088 Mavinder Puri - Non-executive director 35,088 Rajeev Talwar - Non-executive director 35,088(2) (1) Mr. Jason Ader does not directly own any shares in the Company. He is the beneficial owner of a proportion of the shares owned by funds in which he invests and manages. The total amount of shares held by Hayground related companies and managed funds is 8,322,394. (2) held on his behalf by Hayground Cove. During the period Christa Short and Raj Nandiwana were entitled to $75,000 each for services to the Company. Raj Nandiwana is the Senior Vice President, New Business Development engaged by the Company as a consultant and is considered key management personnel of the Company. During the period the Company purchased directors and officers insurance on behalf of the directors and officers of the Company, refer to note 4. No further short-term employee benefits, post employment benefits, other long term benefits, termination benefits or share based payments were paid or are payable at period end to directors or officers of the company. 11. Future Commitments The Company entered into the following agreements on 30 May 2006: Services Agreement Under this agreement, Hayground agreed to provide certain related administrative services to the Company for a monthly fee capped at $10,000. It has and will continue to: • Provide administrative services as may be required from time to time, including the administration of the Company's day-to-day activities, accounting and controller-related services; and • Make available to the Company the services of certain of Hayground's directors and other employees. Strategic Advisory agreement Under this agreement, Banyan Tree Capital Limited has been appointed exclusive strategic advisor which will provide advisory services to the Company and its Mauritius subsidiary with regard to the acquisition of assets for a monthly fee capped at $20,000. As part of the consideration for its advisory services, Hayground is required to provide 166,667 shares out of their shares in the Company to Banyan Tree Capital, subject to satisfaction of each of the following conditions: • The completion of a Qualified Business Combination; • The date that is one year after the completion of a Qualified Business Combination (the'Trigger Date') has passed; and • Our ordinary share price is greater than 1.0x the Sensex hurdle rate on the Trigger Date or, if our ordinary share price is below the Sensex hurdle rate on the Trigger Date, the ordinary share price must have exceeded the Sensex hurdle rate for 20 consecutive trading days at any time prior to that date. The Sensex hurdle rate is defined as the Sensex index performance over the duration of time from the closing date of this offering to the Trigger Date. Banyan Tree will also be transferred additional ordinary shares equal in value to US$700,000, based on the Strike Price (as defined below) at such time following the Trigger Date, as our ordinary share price reaches a price that is equal to a 150% threshold above $6 offering price (the 'Strike Price'). The maximum number of shares transferred under this award is 46,667. The right of Banyan Tree Capital to receive the ordinary shares will expire 36 months from July 26, 2006. 12. Principal activities of the Group The Group intends to acquire, through one or more stock purchase, acquisitions or other business combinations, businesses or assets in India focused on the hospitality, leisure, tourism, travel and related industries, including but not limited to hotels, resorts, timeshares, services apartments and restaurants. The company has not commenced trading or investing activities during the year. 13. Interests in subsidiary undertakings During the period the company formed a new wholly owned subsidiary, IHC Mauritius Corp. which is incorporated in Mauritius and has not commenced any trading or investment activities. IHC Mauritius Corp. has issued 100 ordinary shares with a nominal value of $1 each. This information is provided by RNS The company news service from the London Stock Exchange
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