The Company was originally incorporated as a private limited company
 on
 March 28, 1995 under the name of Modicom Network Private Limited.
 The
 Company subsequently became a deemed public company under section
 43(1A) of the Companies Act, 1956 w.e.f. April 1, 1999 and the name
 of
 the Company was changed to Modicom Network Limited. The name of the
 Company was further changed to Spice Communications Limited vide
 fresh
 Certificate of Incorporation dated December 3, 1999. With addition
 of
 the word ‘Private’ in the name of the Company under Section 43A (2A)
 of
 the Companies Amendment Act, 2000, the name was again changed to
 Spice
 Communications Private Limited w.e.f. October 28, 2003. On December
 28,
 2006 the Company was converted into a Public Company and the name
 changed to Spice Communications Limited. The Registered office of
 the
 Company was changed from 13th Floor Hemkunt Tower, 98, Nehru Place,
 New
 Delhi 110019 to 60-D Sainik Farms, New Delhi 110062 w.e.f. April 13,
 2004.
 
 The Company bid for six circles in year 1995-96, out of which it got
 H-1 position in three circles, i.e. it was the highest bidder for
 getting the license in Karnataka, Punjab and Rajasthan telecom
 circles.
 The Company opted for only two telecom circles of Karnataka and
 Punjab.
 
 Accordingly the Company entered into license agreement with
 Department
 of Telecommunication (DoT) for operation of Cellular Mobile
 Telephone
 Services in the aforesaid telecom circles in the year 1996.
 
 In the year 1996, Modi Wellvest Private Limited (MWPL), a group
 company
 incorporated in India held 51% equity in the Company and Motorola
 Inc.,
 Chicago, U.S.A. and Distacom Communications Limited, Hongkong, a
 Hong
 Kong based telecom service provider held 10% of the equity and 39%
 of
 the equity through their wholly owned subsidiaries in Republic of
 Mauritius in the names of MINL, Mauritius and DCIL respectively.
 MINL
 exited as shareholder of Spice in September 1999 and DCIL, purchased
 the 10% equity held by MINL and thus became a shareholder with 49%
 of
 the equity.
 
 In November 1999, a Shareholders Agreement known as the Spice.com
 Agreement’ was entered into between our Company, Modinet Private
 Limited, MWPL, Super Infosys Private Limited, Distacom India
 Holdings
 Limited, Distacom Communications (India) Limited, Asian
 Infrastructure
 (Mauritius) Inc., PAII (Mauritius) Company Limited and Lazard Asia
 Investments B.V. to regulate (i) in the case of MWPL and DCIL, the
 shareholding arrangement in respect of our Company, and (ii) in the
 case of all parties, the appointment of directors, the management of
 our Company and the conduct of our Company’s business.
 
 In March 2006, TM through its wholly owned subsidiary TMI Mauritius
 purchased the entire share capital of DCIL, Subsequently the name of
 DCIL was changed to TMI India. TM is a listed company listed on
 Bursa
 Malaysia Stock Exchanges. TM is a leading regional information and
 communications group, which offers a comprehensive range of
 communication services and solutions in fixed line, mobile, data and
 broad band. TM currently has interests in eleven other countries
 including Malaysia, Sri Lanka, Bangladesh, Indonesia, Cambodia,
 Thailand, Malawi, Singapore with cellular service serving as the
 cornerstone of its investments.
 
 Consequently a new shareholders agreement was executed on March 10,
 2006 to record the respective rights and obligations of TM
 International and other parties in relation to shareholding and
 management of Spice.
 
 For details of the Shareholders agreement please refer to page 98 of
 this DRHP.
 
 During fiscal 1996-97, the Company had obtained an equipment finance
 facility from Motorola Inc., a supplier of telecommunications
 equipment, and Standard Chartered Bank (Rupee portion guaranteed by
 Motorola India Limited) for equipment financing and related customs
 duty payments amounting to US million and Rs. 900 million,
 respectively. The Company defaulted on the loan facilities when they
 became due and thereafter Motorola Inc. filed litigation against the
 Company in the High Court of Justice, United Kingdom and Delhi High
 Court.
 
 In fiscal 2006, the Company entered into an out of court settlement
 with Motorola Inc. whereby the Company paid US million, as
 settlement of all outstanding dues.
 
 During fiscal 1996-97 we had also entered into an equipment finance
 facility of US.3 million from Chase Manhatten Bank (which was
 subsequently paid and replaced by INR facility of Rs. 1130 million
 from
 Bank of America, New Delhi in the year 2000) and Rs.1500 million
 from
 Bank of America, New Delhi (which later increased to Rs.1725
 million).
 These facilities were guaranteed by Siemens AG to Bayerische
 Landesbank
 Girozentrale which in turn issued guarantees to Bank of America, New
 Delhi. We defaulted on the loan facilities when they became due and
 thereafter Siemens AG initiated legal proceedings against us for
 recovery of the outstanding balances on the loans plus accrued
 interest
 in the High Court of Justice, United Kingdom and Delhi High Court.
 
 In fiscal 2006, the Company entered into an out of court settlement
 with Siemens AG whereby the Company paid US million, as
 settlement
 of all outstanding dues.
 
 Milestones achieved by the Company
 
 Year   Milestones
 
 1995   Incorporated as Private Limited Company under the name
        Modicom Network Private Limited for providing
 telecommunication
        services.
 
 1995   Company filed bids for providing telecommunication services
 in
        six circles, out of which it got H-1 position in three
 circles,
        i.e. it was the highest bidder for getting the license in
        Karnataka, Punjab and Rajasthan telecom circles. The Company
        opted for two telecom circles of Karnataka and Punjab
 
 1996   Company signed License Agreements with DoT for operation of
        Cellular Mobile Telephone Services in Punjab and Karnataka.
 
 1996   MWPL, DCIL and MINL were issued 51%, 39% and 10% equity of
        the Company.
 
 1997   Commencement of commercial operations in May 1997 in
 Karnataka
        Circle and June 1997 in Punjab Circle.
 
 1999   DCIL acquired the 10% equity in the Company held by MINL and
        became a 49% equity shareholder of the Company.
 
 1999   Achieved 0.1 million subscriber base.
 
 1999   Change of status by conversion into Deemed Public Limited
        Company and change of name to Modicom Network Limited.
 
 1999   Change of name of the Company to Spice Communications
        Limited.
 
 2000   The Company became entitled to Revenue sharing regime of
        licensing instead of Fixed license fee regime.
 
 2002   Obtained ISP license.
 
 2003   Change of name of the Company to Spice Communications
        Private Limited.
 
 2003   Achieved 1 million subscriber base.
 
 2004   Migrated to Unified Access Services.
 
 2005
 
 -Spice Telecom ties with Sabeer Bhatia for new tech
 
 
 2006  
 
 -Achieved 2 million subscriber base.
 
 -TM International purchased the entire share capital of DCIL.
 
 -The Company applied for obtaining ILD and NLD Licenses.
 
 -The Company applied for Cellular Licence in 20 Circles
 
 -Name of Company changed to Spice Communications Limited
 
 2007
 
 -Spice Communications Ltd has appointed Dr. Bhupendra Kumar Modi as
 the Additional Director of the Company. Dr. B K Modi has also been
 appointed as the Chairman of the Company in place of Mr. Dilip Modi,
 who shall continue to run the Company in his present position as the
 Managing Director of the Company.
 
 -Trading Members of the Exchange are hereby informed that effective
 from July 19, 2007, the equity shares of Spice Communications Ltd
 (Scrip Code: 532863) are listed and admitted to dealings on the
 Exchange in the list of 'A' Group Securities. 
 
 2008
 
 - Spice Communications Ltd has informed that Mr. M R Prasanna and Mr.
 Ashish Dwivedi have been appointed as Additional Directors of the
 Company w.e.f. August 08, 2008.
 
 -Spice launches handset at Rs 599