This Public Announcement ("PA") is being issued by Ind Global Corporate Finance Pvt Ltd ("IGCF"), Managers to the Offer ("Managers") on behalf of Auromatrix Hotels Pvt Ltd (AHPL) and Mr. Steve Borgia (SB) [hereinafter referred to as the "Acquirers"] and Star Logistics Pvt Ltd (SLPL) [hereinafter referred to as Persons Acting in Concert (PAC) with the Acquirers] pursuant to and in compliance with among others, Regulation No. 10 and Regulation No.12 of Chapter No. III of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereto ("the Regulations")

Acquirers have entered into 4 SPAs dated December 10, 2003 with various Sellers to acquire an aggregate of 62,56,076 Equity Shares of Rs. 10/- each representing 34.33% of the total paid up Equity Share Capital of Sterling Holiday Resorts (India) Limited [hereinafter referred to as "SHRIL" / the "Target Company"] for cash. Relevant details of the Agreements: (1) AHPL to acquire 24,00,330 pledged Equity Shares representing 13.17% from Mr. P N Mohan, Mrs. Janaki Mohan, West Range Farms Pvt Ltd and Mr. P N Mohan � Partner, Sandya Priya Investments at a negotiated price of Rs. 4.30 per Equity Share. (2) AHPL to acquire 17,67,879 pledged Equity Shares representing 9.70% from Mr. Nileshwar N Pai and Dove Investments Pvt Ltd at a negotiated price of Rs. 3.50 per Equity Share. (3) SB to acquire 19,56,867 pledged Equity Shares representing 10.74% from Mr. Siddharth S Shankar, Maxworth Investments Pvt Ltd and Srivari Farms Pvt Ltd at a negotiated price of Rs. 2.00 per Equity Share. (4) SB to acquire 1,31,000 pledged Equity Shares representing 0.72% from Sterling Marketing Services Pvt Ltd at a negotiated price of Rs. 2.00 per Equity Share.

One of the key features in the SPAs is that the transfer of shares by the Sellers in favour of the Acquirers shall be subject to Sellers obtaining relevant requisite approvals or no objection letters or letters recognizing the change in ownership as the case may be, from banks, financial institutions or any other statutory authority.

SLPL purchased 2,00,000 Equity Shares of SHRIL on May 30, 2003 at a price of Rs. 2.50 per Share and on December 09, 2003 SLPL further purchased 7,16,626 equity shares at a price of Rs. 9.00 per equity share and 13,38,588 equity shares at a price of Rs. 6.00 per equity share. AHPL has not purchased any Equity Shares of SHRIL in the last 12 months. SB purchased 2,30,000 Equity Shares in SHRIL on June 24, 2002 with his wife and mother as the joint shareholders in three separate folios. On November 24, 2003, shares were transferred at the negotiated price of Rs. 2.40 per share and SB became the first joint shareholder with his wife as the second joint shareholder in all the above folios. However, on December 08, 2003 SB became the sole shareholder in all the above folios and shares were transferred in his favour at the negotiated price of Rs. 2.40 per share. Thus, SLPL and SB respectively hold 22,55,214 Equity Shares representing 12.38% and 2,30,000 Equity Shares representing 1.26% aggregating 24,85,214 Equity Shares representing 13.64% of the paid up equity share capital of SHRIL as on the date of this PA. Other than above, the Acquirers and the PAC do not hold any Equity Shares in the paid up equity share capital of the target company as on the date of this PA.

SLPL intends to dispose off its holding in SHRIL partly or fully to financial investors. In view of this, share holding of acquirers and PAC in the paid up equity share capital of SHRIL post open offer will be in the range of 35.59% (64,86,076 equity shares) to 67.97% (1,23,86,010 equity shares)

Acquirers have not acquired any equity shares in the paid up equity share capital of the target company during the last 26 weeks period prior to the date of this PA by way of allotment in public issue or rights issue or preferential allotment of the Target Company.

Equity Shares of SHRIL are listed on the Stock Exchanges at Mumbai, Chennai, Delhi and Ahmedabad. Based on the information available, the Equity Shares of the SHRIL are frequently traded on The Stock Exchange, Mumbai ("BSE"). However, there has been no trading on the Stock Exchanges at Delhi and Ahmedabad since 1994 and shares were traded on the Stock Exchange at Chennai till December 08, 1999.

The average of weekly high and low of the closing prices of the shares of SHRIL on BSE, for the 26-week period ended December 10, 2003 is Rs.7.89 and average of daily high and low prices during 2 weeks period ended December 10, 2003 is Rs. 11.10. (Source: Capitaline and The Economic Times)

Acquirers have not entered into any separate non-competition agreements with the Sellers. However, the Sellers, vide specific clauses in the SPAs, in consideration for the amount payable for the shares included in the SPAs, have agreed not to engage in any business in competition with SHRIL for a period of 5 years.

SB, aged 45 years, son of Mr. K V Peter resides at No. 54, AB Mathias Avenue, Boat Club Road, Raja Annamalai Puram, Chennai 600028. He did his graduation in Commerce from Loyola College, Chennai and in Mass Media and Social Communication from National Centre for Scientific Research Lyon France. He joined SHRIL as a General Manager in 1996 and presently he is the President. During his earlier stints, he served in various capacities like on deputation to Information and Broadcasting Ministry of Government of India, Project Officer as Consultant of UNICEF, Member of Working Group of Human Rights Commission- United Nations, Media Consultant for Health and Family Department of Government of Tamil Nadu etc.

His networth as on November 30, 2003 is Rs. 75.65 lakhs as certified vide certificate dated December 08, 2003 by Mr. M Chettiyappan, Partner, Krishnan & Chettiappan, Chartered Accountants, First Floor, No. 14, Masilamani Street, Balaji Nagar, Royapettah, Chennai 600014 Tel No. 28132365; Fax No. 28133625 [Membership No. MM No.19870]

As per the audited accounts for the 18 months period ended June 30, 2002, SHRIL had a total income of Rs. 4582.40 lakhs (5138.40 lakhs) and net loss prior to adjustment of prior period items of Rs. 2752.98 lakhs (3872.94 lakhs). Previous year was also for 18 months period ended on December 31, 2000. RONW and EPS are not relevant as the Company incurred losses. Book Value per share was negative at Rs. 0.33 (positive Rs. 19.64). Networth of the Company was negative at Rs. 60.47 lakhs (positive 3578.71 lakhs). Paid up Equity Share Capital as on June 30, 2002 was Rs. 18,22,35,930/- (Rs. 18,22,35,930/-), Reserves and Surplus [net of Debit balance in P&L a/c Rs. 11748.01 lakhs (7604.52 lakhs) and Miscellaneous Expenditure not written off Rs. 551.37 lakhs (1055.68 lakhs)] was negative at Rs. 1882.83 lakhs (1756.35 lakhs) and Advance towards share capital was Rs. 50.00 lakhs (50.00 lakhs).

Substantial acquisition of shares and voting rights accompanied with change in control and management is the reason and rationale for the acquisition of above mentioned 34.33% equity stake in the paid up equity share capital of SHRIL by the Acquirers.

Acquirers intend to evaluate the possibilities of merger of AHPL with SHRIL in due course subject to requisite approvals of the shareholders and the Board of Directors of both the companies. SLPL and SB have no objection to the proposed merger and they have agreed to support the same by way of their joint NOC dated December 10, 2003 issued in this regard. Acquirers intend to restructure the debts and liabilities of SHRIL by disposing off the assets of SHRIL and / or by creation of new or additional charge on the assets of SHRIL . Acquirers intend to encumber the assets of SHRIL with the objective of raising fresh debts for the company. The Acquirers do not have any plans to dispose of or otherwise encumber any significant assets of SHRIL in the next two years, except as disclosed above, in the ordinary course of business of SHRIL. Acquirers undertake that they shall not sell or dispose of or otherwise encumber any substantial assets of SHRIL except as disclosed above, except with the prior approval of the shareholders.

The Offer is subject to receipt of the following statutory and regulatory approvals, and clearances:

Approval of RBI under Foreign Exchange Management Act (FEMA) to the Acquirers for accepting of shares from non-resident shareholders and FIIs. Acquirers will make an application to RBI upon closure of open offer once the basis of acceptance is determined.

In the event of undue delay in obtaining RBI permission for acquisition of shares from non-resident shareholders, the Acquirers reserve the right to proceed with payment to the resident shareholders whose shares have been accepted by the Acquirers in terms of the Offer, pending payment to the non-resident shareholders, subject to the Regulations and directions of SEBI, if any.

In case of delay in receipt of statutory approvals beyond April 02, 2004, SEBI has power to grant extension of time to Acquirers for payment of consideration to shareholders, subject to Acquirers agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation No.22(12) of the Regulations. If the delay occurs due to willful default of the acquirers in obtaining requisite approvals, Regulation No. 22(13) of the Regulations will become applicable.

As on date no other statutory approvals other than those indicated above are required for the Offer. No approvals are required for the offer from Banks / Financial Institutions except those as disclosed under the head "Details of SPAs" as one of the key features in the SPAs.

On completion of the Offer, the public shareholding is not expected to fall to 10% or less of the voting share capital of SHRIL and hence the provisions of Regulation No. 21(3) do not apply.

The total funds required for the acquisition of 36,44,720 Equity Shares of SHRIL in the open offer assuming full acceptance at Rs. 11.15 per Equity Share amount to Rs. 4,06,38,628/-(Rupees Four Crores Six Lakhs Thirty Eight Thousand Six Hundred and Twenty Eight only).

Acquirers have opened a Cash Escrow Account with Global Trust Bank Limited, 63, Dr. Radha Krishnan Salai, Mylapore, Chennai 600004 under the name and style of "Auromatrix Cash Escrow a/c � Sterling Resorts Open Offer" bearing No.1300103395 and deposited a sum of Rs. 1,01,65,000/- being 25% of the total purchase consideration payable under the Offer assuming full acceptance at the aforesaid offer price. Managers to the Offer have been duly authorised to realise the value of Escrow Account, in compliance with Regulation No.28 of the Regulations and the Acquirers have marked a lien thereon in favour of the Managers to the Offer.

Mr.S. Prasad, Partner, Prasad & Srinath, Chartered Accountants, Flat No.4, "Siddhartha" Apartments, 40, C.P.Ramaswamy Road, Chennai 600 018, Tel.No. 24997564, Fax No. 24970667, (Membership No.12847) have certified vide their letter dated December 11, 2003 that on the basis of the information and explanation given by the Acquirers and on verification of assets, liabilities and requirements of funds and availability of internal accruals, Acquirers have adequate resources to meet the entire financial requirements and obligations of the Offer.

On the basis of the above, the Managers confirm that the firm arrangements for financial resources required to implement the offer i.e. funds and money for payment through verifiable means are in place to fulfill the Offer obligations and are satisfied that Acquirers have the ability to implement the Offer in accordance with the Regulations.

The Letter of Offer ("LOF") with Form of Acceptance cum Acknowledgement ("Acceptance Form") will be mailed to the shareholders of SHRIL (except parties to the SPAs) whose names appear on the Register of Members of SHRIL and beneficial owners of the equity shares of SHRIL, whose names appear as beneficiaries on the records of the respective Depositories, at the close of business hours on Saturday, December 13, 2003 ("Specified Date").

Cameo Corporate Services Limited, the Registrar to the Offer ("Registrar"), has opened a special depository account under the name and style of "Cameo AHPL Escrow a/c � SHRIL Open offer" with Karvy Consultants Limited, registered with NSDL. DP ID is IN 300394 and Client ID is 13069878.

Shareholders having their depository account in CDSL have to use inter-depository delivery instruction slip for the purpose of crediting their shares in favour of the special depository account with NSDL.

Beneficiary owners (holders of shares in dematerialised Form) who wish to tender their shares will be required to send their Acceptance Form along with a photocopy of the delivery instructions in "off-market" mode or counterfoil of the delivery instruction in "Off-market" mode, duly acknowledged by the Depository Participant ("DP") in favour of the special depository account, to the Registrar in accordance with the instructions to be specified in the LOF.

Shareholders holding equity shares in physical form and who wish to tender their shares will be required to send the Acceptance Form, original share certificate/s and transfer deed/s, duly signed, to the Registrar on or before the closure of the Offer in accordance with the instructions to be specified in the LOF.

The equity shareholders of SHRIL, who wish to avail of the Offer can also deliver the Acceptance Form with relevant documents to the Registrar on all days (excluding holidays and Sundays) at the collection centers mentioned below, in accordance with the instructions to be specified in the LOF and in the Acceptance Form.

All the centres mentioned below would remain open as follows:

Monday to Friday: 10.00 am to 1.00 pm and 2.00 pm to 4.00 pm, Saturday: 10.00 am to 1.00 pm.

All owners (registered or unregistered) of shares of SHRIL (except parties to the SPAs), are eligible to participate in the Offer. Unregistered owners can send their written applications to the Registrar, on a plain paper stating the name, address, no of shares held, no. of shares offered, distinctive nos., folio no. / DP name and DP ID No. and client ID No. (collectively called "Shareholding Details") together with the original share certificate/s and valid transfer deeds in the case of equity shares held in physical form and photocopy or counterfoil of the delivery instructions in "off-market" mode in case of equity shares held in dematerialised form and the original contract note issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners.

In case of non-receipt of LOF, the eligible persons may send their consent to the Registrar, on a plain paper giving their Shareholding Details as above and submitting the documents as mentioned above so as to reach the Registrar on or before the close of Offer. Beneficial owners may send their written application on plain paper to the Registrar, giving their Shareholding Details along with beneficiary account number and either a photocopy or counterfoil of the delivery instruction in "off-market" mode, duly acknowledged by the DP, in favour of the special depository account, so as to reach the Registrar, on or before closure of the Offer. Such shareholders may also obtain a copy of Letter of Offer by writing to Registrars to the offer superscribing the envelope "SHRIL Open Offer".

Equity shares, if any, that are the subject matter of litigation wherein the shareholder/s is / are / may be precluded from transferring the shares during the pendency of the said litigation are liable to be rejected in case directions/orders from competent authority regarding these shares are not received together with the shares tendered under the Offer. The LOF in such cases, would be forwarded to the concerned competent authority for further action at their end. In case the shares of SHRIL are in the name of tainted persons or the transfer of shares were kept in abeyance due to the inclusion of the tainted persons as declared by the Special Custodian under the Special Act will not be accepted until the shares are cleared by the Special Court appointed for this purpose.

Shareholders who have sent their shares for dematerialisation need to ensure that the process of getting shares dematerialised is completed well in time so that the credit in the Escrow Account should be received on or before the date of closure of the Offer, else the application would be rejected.

The Registrars to the Offer will hold in trust the, share certificates, shares lying to the credit of the special depository account, Acceptance Form, if any and the transfer form/s on behalf of the shareholders of SHRIL who have accepted the Offer, till the cheques/drafts for the consideration and/or the unaccepted shares/ share certificates are dispatched/returned.

In accordance with Regulation No.22(5A) of the Regulations, shareholders who have tendered the requisite documents in terms of the PA and Letter of Offer shall have the option to withdraw acceptances tendered upto three working days prior to the offer closing date. The withdrawal option can be exercised by submitting the documents as per the instructions given below so as to reach the Registrars to the Offer at any of the collection centers mentioned above as per the mode of delivery indicated therein on or before Tuesday, March 02, 2004.

The withdrawal option can be exercised on submitting the form of withdrawal which will be sent to shareholders along with the Letter of Offer and the copy of the acknowledgement received from the Registrars to the offer while tendering the acceptances together with (a) In respect of physical shares � name, address, distinctive numbers, folio number, and number of shares tendered and (b) In respect of dematerialized shares � name, address, number of shares tendered, DP Name, DP ID, beneficiary account number and photocopy of the delivery instruction in off market mode duly acknowledged by DP. In case of non-receipt of form of withdrawal, the above application can be made on a plain paper.

The consideration for shares accepted by Acquirers will be paid by crossed account payee cheques / demand drafts. Such payments and documents in case of unaccepted shares will be returned by Registered Post/ Speed post at the shareholders� / unregistered owners� sole risk. Consideration upto Rs.1500/- will be dispatched Under Certificate of Posting. Shares held in dematerialised form to the extent not accepted will be credited back to the account of beneficial owner specified in the Acceptance Form. The payment of consideration for the accepted shares will be made by Acquirers in cash through cheque / demand draft to the shareholders of the accepted shares within 30 days from the date of closure of the Offer.

A schedule of some of the major activities in respect of the Offer is given below:

While tendering shares under the open offer, non resident shareholders (NRI/OCB/FII etc) will be required to submit the previous RBI / GOI approvals, if any, which they would have obtained for acquiring the shares of the Target Company and No Objection Certificate / Tax Clearance Certificate from the Income Tax Authorities under the Income Tax Act, 1961 indicating the rate at which the tax is required to be deducted by the acquirer before remitting the consideration. In case previous approvals as explained above are not submitted, acquirer reserves the right to reject the shares tendered in the open offer. In case the aforesaid No Objection Certificate / Tax Clearance Certificate is not submitted, acquirer will deduct the tax at the current prevailing rates as applicable on the offer price and interest thereon if applicable.

In case of resident shareholders, the acquirer will deduct the tax on the interest component exceeding Rs.5,000/- at the current prevailing rates as applicable, if applicable. If the resident shareholder requires that no tax to be deducted or tax to be deducted at a lower rate than the prescribed rate, he will be required to submit No Objection Certificate from the Income Tax authorities or a self declaration in Form 15H as may be applicable indicating the rate at which tax is to be deducted by the acquirer. Shareholders eligible to receive interest component exceeding Rs. 5,000/- would be required to give their PAN for Income Tax purposes. Clauses relating to payment of interest will become applicable only in the event of acquirers becoming liable to pay interest for delay in release of purchase consideration.

Shareholders who have accepted the Offer by tendering the requisite documents, in terms of the PA/ Letter of Offer, can withdraw the same upto three working days prior to the date of closure of the offer.

If there is any upward revision in the Offer Price upto seven working days prior to offer closure, the same would be informed by way of PA in the same newspapers where this PA appears and the revised price would be payable to all shareholders who have tendered their shares anytime during the Offer.

The Acquirers, PAC, Sellers, and the target company have not been prohibited by SEBI from dealing in securities, in terms of direction issued u/s 11B of SEBI Act or under any other regulations made under the SEBI Act.

Acquirers retain the option of acquiring shares of SHRIL outside this Offer, subject to Regulations.

If there is a competitive offer/ bid, the public offers under all the subsisting bids shall close on the same day. As the Offer Price cannot be revised during 7 working days prior to the date of closing of the Offer/bids, it would therefore, be in the interest of the shareholders to wait till the commencement of that period to know the final Offer Price of each offer/ bid and tender their acceptance accordingly.

Pursuant to Regulation No.13 of the Regulations, Acquirers have appointed IGCF, Mumbai as Managers to the Offer.

Acquirers i.e. AHPL and SB and PAC i.e. SLPL and Directors of AHPL & SLPL accept full responsibility for the information contained in this PA and also for their obligations as laid down in the Regulations.

All financial data contained in this PA have been rounded off to the nearest lakhs except where stated otherwise.

This PA is also available on SEBI�s website at www.sebi.gov.in. Eligible persons to the Offer may also download a copy of the Letter of Offer along with Acceptance Form which will be available on SEBI�s website from the Offer opening date and send their acceptance by filling in the same.

For further details, please refer to the Letter of Offer and Acceptance Form.

Registrars to the Offer:

Cameo Corporate Services Limited

Subramanian Building

1, Club House Road

Chennai 600002

Tel. No.044 - 28460390

Fax No.044 � 28460129

Email: cameo@cameoindia.com

On behalf of Acquirers i.e. Auromatrix Hotels Pvt Ltd and Mr. Steve Borgia and PAC i.e. Star Logistics Pvt Ltd;

Issued by: Managers to the Offer

Ind Global Corporate Finance Pvt Ltd

[A Member of Ernst & Young Pvt Ltd]

19^th Floor, Express Towers

Nariman Point, Mumbai 400 021

Tel: 022- 2282 5000 Fax: 022-2282 6000 Email: igcf@in.ey.com

Contact Person: Dhanraj N Uchil

Place: Chennai

Date: December 12, 2003