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LETTER OF OFFER LETTER OF OFFER SPICE LIMITED (Private & Confidential) For Equity Shareholders of the Company only

SPICE LIMITED

(Incorporated as a Public Limited Company in the name of Modi Olivetti Limited on December 23, 1986 under the Companies Act, 1956 by the Registrar of Companies, Uttar Pradesh and received the Certificate of Commencement of Business on March 25, 1988. The name of the Company was changed to MOL India Limited w.e.f. August 23, 1999. The name of the Company was further changed to Spice Net Limited on December 5, 2000 and subsequently to Spice Limited w.e.f. July 4, 2005) Registered & Head Office: D-1, Sector-3, District Gautam Budh Nagar, Noida – 201 301, Uttar Pradesh Tel. No.: +91 120 4363600, 4363800; Fax No.: +91 120 4363845, 4320467; Website: www.spicelimited.com; E-mail id: complianceofficer@spicelimited.com Changes in Registered Office: The Registered Office of the Company was shifted from Meerut Bypass, Modipuram – 250 110, Meerut, Uttar Pradesh to E - 53, Sector - 3, District Gautam Budh Nagar, Noida – 201 301, Uttar Pradesh with effect from August 1, 2002 and subsequently to the present address with effect from July 6, 2005. Contact Person: Ms.Renu Gupta, Company Secretary & Compliance Officer; Tel. No.: +91 120 4363600, 4363800; Fax No.: +91 120 4363845, 4320467; E-Mail id: complianceofficer@spicelimited.com

Issue of 3,73,19,000 Equity Shares of Rs. 3/- each for cash at a premium of Rs. 7/- (Issue Price of Rs. 10/-) per Equity Share on rights basis to the existing Equity Shareholders of Spice Limited (“ The Company”) in the ratio of 1 (One) Equity Share for every 1 (One) Equity Share (1:1) held as on December 1, 2006 (Record Date) aggregating to Rs. 3731.90 Lacs. The Issue Price is 3.33 times the face value of Rs.3/GENERAL RISKS Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment....