MIRA INFORM REPORT

Report Date :

29.01.2014

IDENTIFICATION DETAILS

Name :	S MOBILITY LIMITED (w.e.f. 07.06.2011)
Formerly Known As :	SPICE MOBILITY LIMITED (w.e.f. 07.06.2010) SPICE MOBILES LIMITED (w.e.f 26.04.2007) SPICE LIMITED (w.e.f 04.07.2005) SPICE NET LIMITED (w.e.f 05.12.2000) MOL INDIA LIMITED (w.e.f 23.08.1999) MODI OLIVETTI LIMITED
Registered Office :	S Global Knowledge Park, 19 A and 19 B, Sector 125, Noida – 201301, Uttar Pradesh
Country :	India
Financials (as on) :	30.06.2012
Date of Incorporation :	23.12.1986
Com. Reg. No.:	20-008448
Capital Investment / Paid-up Capital :	Rs.714.258 Millions
CIN No.: [Company Identification No.]	L72900UP1986PLC008448
PAN No.: [Permanent Account No.]	AABCM5619D
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchange.
Line of Business :	The company is engaged in the Telecommunications-Mobile business and Information Technology business.
No. of Employees :	400 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Ba (47)

RATING		STATUS	PROPOSED CREDIT LINE
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory

Maximum Credit Limit :	USD 24000000
Status :	Satisfactory
Payment Behaviour :	Usually Correct
Litigation :	Clear
Comments :	Subject is an established company having a satisfactory track record. Management of the company has failed to file its financial for the year 2013 with the government department. As per financial of 2012, there appears some loss recorded by the company. However, general financial position seems to be strong. There appears no external borrowings. Trade relations are reported to be fair. Business is active. Payments are reported to be usually correct.

NOTES:

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – September 30, 2013

Country Name	Previous Rating (30.06.2013)	Current Rating (30.09.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

The services sector, the largest contributor to India’s GDP, contracted for the sixth consecutive month in December, as orders dipped. However, hiring has risen.  Direct tax collections rose 12.3 % during the April – December period of the current financial year.  The government has decided to retain 100 per cent foreign direct investment in both greenfield (new) and brown field (existing) pharmaceutical companies, despite concerns over genetic drugs going out of production, if multi-national companies take over domestic ones. In M&A deals, a non compete clause would not be allowed, except in special circumstances. The Department of Industrial Policy and Promotion plans to release the next edition of its consolidated foreign direct investment policy document on March 31, incorporating changes made in the past year. DIPP compiles all policies related to India’s FDI regime into a single document to make it easy for investors to understand. 185 million estimated number of mobile internet users in India by June 2014, according to a report by the Internet & Mobile Association of India and IMRB International.  India had 110 million mobile internet users with 25 million in rural areas. $3.77 tn estimated global IT spending in 2014, according to research firm Gartner Inc. The growth forecast for this year is cut to 3.1 %from the earlier estimate of 3.5 %. The spending growth forecast for telecom services – a segment that accounts for more than 40 % at total IT spending – from 1.9 per cent to 1.2 per cent is the main reason for this overall IT cut. A Reserve Bank of India committee has recommended setting up a special category of lenders who would cater to small businesses and households, to expand the number of customers with access to banking services. These banks would focus on providing payment services and deposit products.  Indian banks want the free use of automated teller machines to be capped at five transactions in a month including that of the bank in which the account is active. This follows state government order to banks to install security guards at ATM booths after a woman banker was assaulted in Bangalore. The government is likely to present a vote on Account in mid-February. The annual Economic Survey will be tabled later in Parliament along with the full Budget. A full Budget for 2014/15 is likely to be present in July by the new government formed after the General Election. The government will soon launch an internet spy system, called Netra, to detect malafide messages. Security agency will deploy the system to capture dubious voice traffic on applications such as Skype and Google Talk, as well as tweeters.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Fundamental grade: 2/5
Rating Explanation	The fundamentals indicate that its has moderate degree of safety.
Date	September 2012.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

LOCATIONS

Registered / Head Office :	S Global Knowledge Park, 19 A and 19 B, Sector 125, Noida – 201301, Uttar Pradesh, India
Tel. No.:	91-120-3355131
Fax No.:	Not Available
E-Mail :	complianceofficer@spicemobile.in mr.bothra@smobility.in mr.bothra@spicecorp.in
Website :	http://www.apice-mobile.com http://www.si2mobility.com http://www.spice-mobile.com
Factory :	Village Billanwalli, Baddi P.O., Nalagarh, District Solan -173205, Himachal Pradesh, India

DIRECTORS

(AS ON 10.12.2012)

Name :

Dr. Bhupendra Kumar Modi

Designation :

Chairman

Address :

H. No.1, Prithviraj Road, New Delhi – 110003, India

Date of Birth/Age :

02.01.1949

Date of Appointment :

24.04.2010

DIN No.:

00155118

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L25199UP1971PLC003392	MODI RUBBER LIMITED	Director	16/02/1976	16/02/1976	19/07/2008	Active	NO
2	U67110UP1995PTC017382	MCORPGLOBAL COMMUNICATIONS PRIVATE LIMITED	Director	09/01/1995	09/01/1995	-	Amalgamated	NO
3	U74899DL1995PTC069600	SUPER INFOSYS PRIVATE LIMITED	Director	09/06/1995	09/06/1995	-	Amalgamated	NO
4	U67120UP1992PLC013974	SPICE ENFOTAINMENT LIMITED	Director	30/09/2009	05/11/2001	30/11/2009	Active	NO
5	U67120DL1996PTC083488	SPICE IMPEX PRIVATE LIMITED	Director	10/01/2005	10/01/2005	-	Active	NO
6	U32201HP1988PLC008020	SPICE RETAIL LIMITED	Director	05/08/2010	19/07/2006	02/07/2012	Active	NO
7	U74899DL1980PTC011082	SPICE TELEVENTURES PRIVATE LIMITED	Director	30/09/2006	02/08/2006	-	Amalgamated	NO
8	L72900UP1986PLC008448	S Mobility Limited	Director	29/09/2010	21/08/2006	-	Active	NO
9	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Director	29/09/2010	30/09/2006	04/07/2012	Active	NO
10	U51909HP2007PLC030672	SPICE DISTRIBUTION LIMITED	Director	16/09/2008	15/06/2007	05/12/2008	Amalgamated	NO
11	L74899DL1995PLC066827	SPICE COMMUNICATIONS LIMITED	Director	03/06/2008	13/08/2007	25/06/2008	Amalgamated	NO
12	U93090UP2007PTC033308	SMARTVALUE VENTURES PRIVATE LIMITED	Director	29/08/2008	18/08/2008	-	Active	NO
13	U72900DL2008PTC178018	SPICE INNOVATIVE TECHNOLOGIES PRIVATE LIMITED	Director	24/07/2009	04/09/2008	-	Active	NO
14	U85110DL1991PTC042646	SAKET CITY HOSPITALS PRIVATE LIMITED	Director	31/07/2010	26/06/2009	-	Active	NO
15	L99999MH1986PLC039660	WALL STREET FINANCE LIMITED	Additional director	09/10/2009	09/10/2009	09/02/2010	Active	NO
16	U74120DL2010PTC200060	SPICE INTERNET SERVICE PROVIDER PRIVATE LIMITED	Additional director	16/03/2010	16/03/2010	08/09/2010	Active	NO
17	U85110DL2011PTC227586	Global Health Village Private Limited	Director	17/11/2011	17/11/2011	-	Active	NO
18	U74899DL1993PTC056621	MODIPUR DEVICES PRIVATE LIMITED	Director	29/09/2012	28/01/2012	-	Active	NO
19	U74999DL2012PLC229915	SMART VENTURES LIMITED	Director	31/12/2012	01/02/2012	-	Active	NO
20	U14293DL2013PTC250565	MINEWORKS PRIVATE LIMITED	Additional director	15/05/2013	15/05/2013	-	Active	NO
21	U74120UP2013PTC057883	SMARTGLOBAL VENTURES PRIVATE LIMITED	Additional director	25/06/2013	25/06/2013	-	Active	NO

Name :

Mr. Dilip Modi

Designation :

Director

Address :

36, Amrita Shergill Marg, New Delhi – 110003, India

Date of Birth/Age :

12.03.1974

Date of Appointment :

21.08.2006

DIN No.:

00029062

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74899DL1995PTC069600	SUPER INFOSYS PRIVATE LIMITED	Director	01/08/1995	01/08/1995	-	Amalgamated	NO
2	U74899DL1980PTC011082	SPICE TELEVENTURES PRIVATE LIMITED	Director	24/04/2010	26/04/2004	-	Amalgamated	NO
3	U64202DL2004PLC127093	SPICE SMART SOLUTIONS LIMITED	Director	06/05/2005	06/05/2005	21/12/2009	Active	NO
4	U67120UP1992PLC013974	SPICE ENFOTAINMENT LIMITED	Director	30/09/2008	01/07/2005	12/03/2009	Active	NO
5	U64202DL2001PTC111304	SPICE GLOBAL INVESTMENTS PRIVATE LIMITED	Director	09/12/2005	09/12/2005	-	Active	NO
6	U67110UP1995PTC017382	MCORPGLOBAL COMMUNICATIONS PRIVATE LIMITED	Director	10/05/2006	10/05/2006	-	Amalgamated	NO
7	L74899DL1995PLC066827	SPICE COMMUNICATIONS LIMITED	Managing director	10/05/2006	10/05/2006	25/06/2008	Amalgamated	NO
8	U32201HP1988PLC008020	SPICE RETAIL LIMITED	Director	07/12/2012	19/07/2006	-	Active	NO
9	U72300DL2006PTC151960	MOBISOC TECHNOLOGY PRIVATE LIMITED	Director	02/07/2009	12/08/2006	-	Active	NO
10	L72900UP1986PLC008448	S Mobility Limited	Director	09/02/2012	21/08/2006	-	Active	NO
11	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Managing director	25/05/2010	30/09/2006	04/07/2012	Active	NO
12	U52100UP2007PTC033258	HINDUSTAN RETAIL PRIVATE LIMITED	Director	07/05/2007	07/05/2007	23/07/2012	Active	NO
13	U93090UP2007PTC033308	SMARTVALUE VENTURES PRIVATE LIMITED	Director	29/09/2009	03/09/2008	19/11/2012	Active	NO
14	U72900DL2008PTC178018	SPICE INNOVATIVE TECHNOLOGIES PRIVATE LIMITED	Director	29/12/2012	04/09/2008	-	Active	NO
15	U51909HP2007PLC030672	SPICE DISTRIBUTION LIMITED	Director	06/02/2009	05/12/2008	-	Amalgamated	NO
16	U72300DL2006PLC156367	BHARAT BPO SERVICES LIMITED	Director	04/09/2009	01/01/2009	20/03/2012	Active	NO
17	U72300UP2009PTC037430	Spice Labs Private Limited	Director	25/05/2009	25/05/2009	-	Active	NO
18	U85110DL1991PTC042646	SAKET CITY HOSPITALS PRIVATE LIMITED	Director	31/07/2010	26/06/2009	17/11/2012	Active	NO
19	U74120UP2009PLC037771	Sterea Infratech Limited	Director	14/07/2009	14/07/2009	15/12/2010	Active	NO
20	U91990DL1920PLC008223	THE ASSOCIATED CHAMBERS OF COMMERCE AND INDUSTRY OF INDIA	Director	09/10/2009	09/10/2009	21/02/2012	Active	NO
21	L99999MH1986PLC039660	WALL STREET FINANCE LIMITED	Additional director	09/02/2010	09/02/2010	06/05/2010	Active	NO
22	U74140DL2008PTC183856	SPICE ONLINE RETAIL PRIVATE LIMITED	Additional director	03/11/2010	03/11/2010	02/12/2010	Active	NO
23	U80221DL2011PTC216991	Anytime Learning Private Limited	Director	27/08/2012	28/04/2011	-	Active	NO
24	U93000DL2011PTC224464	SINGLESTOP EVALUATION PRIVATE LIMITED	Director	03/10/2011	03/10/2011	-	Active	NO
25	U74999DL2012PLC229915	SMART VENTURES LIMITED	Director	31/12/2012	01/02/2012	-	Active	NO
26	U74900UP2013PTC060804	SMARTGLOBAL FINANCIAL VENTURES PRIVATE LIMITED	Director	22/11/2013	22/11/2013	-	Active	NO

Name :

Mr. Kashi Nath Memani

Designation :

Director

Address :

177-C, Western Avenue, Lane No.7, Sainik Farms, New Delhi – 110062, India

Date of Birth/Age :

01.01.1939

Date of Appointment :

24.04.2010

DIN No.:

00020696

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74899DL1992PTC048015	HT CONSULTANCY SERVICES PRIVATE LIMITED	Director	01/04/2004	01/04/2004	08/02/2010	Active	NO
2	L65190MH2003PLC143249	YES BANK LIMITED	Director	01/04/2004	01/04/2004	11/12/2007	Active	NO
3	U74140DL2004PTC125551	KNM ADVISORY PRIVATE LIMITED	Director	01/04/2004	01/04/2004	-	Active	NO
4	L23109MP1972PLC008290	HEG LIMITED	Director	30/04/2004	30/04/2004	19/03/2013	Active	NO
5	L29130WB1946PLC013643	NATIONAL ENGG.INDUSTRIES LTD	Director	30/04/2004	30/04/2004	-	Active	NO
6	L22121DL2002PLC117874	HT MEDIA LIMITED	Director	05/05/2004	05/05/2004	-	Active	NO
7	U92113DL2000PTC104336	KALEIDOSCOPE ENTERTAINMENT PRIVATE LIMITED	Director	28/09/2004	11/05/2004	27/08/2008	Active	NO
8	U74140MH2004PTC147603	AEGON INDIA PRIVATE LIMITED	Director	21/07/2004	21/07/2004	06/06/2012	Amalgamated	NO
9	L17124MH1986PLC166615	INDO RAMA SYNTHETICS (INDIA) LIMITED	Director	21/07/2004	21/07/2004	09/07/2008	Active	NO
10	U48985WB1992PLC095301	GREAT EASTERN ENERGY CORPORATION LIMITED	Director	26/10/2004	26/10/2004	-	Active	NO
11	U80301HR1998PTC036306	GEMS EDUCATION INDIA PRIVATE LIMITED	Director	06/12/2004	06/12/2004	08/08/2008	Active	NO
12	L24111UR1983PLC009097	INDIA GLYCOLS LIMITED	Director	22/06/2005	22/06/2005	12/06/2009	Active	NO
13	U74999MH1968GAP014120	INDO-AMERICAN CHAMBER OF COMMERCE	Director	29/09/2005	29/09/2005	26/09/2008	Active	NO
14	L70101HR1963PLC002484	DLF Limited	Director	29/09/2006	21/04/2006	-	Active	NO
15	L63993WB1983PLC036030	EMAMI LIMITED	Director	15/05/2006	15/05/2006	-	Active	NO
16	U72200MH1989PLC166901	ICICI VENTURE FUNDS MANAGEMENT COMPANY LIMITED	Director	06/09/2007	12/01/2007	-	Active	NO
17	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Director	29/09/2010	26/01/2008	04/07/2012	Active	NO
18	U66010MH2007PLC169110	AEGON RELIGARE LIFE INSURANCE COMPANY LIMITED	Director	22/07/2008	31/05/2008	-	Active	NO
19	U74899DL1980PTC011082	SPICE TELEVENTURES PRIVATE LIMITED	Director	30/09/2008	28/07/2008	18/06/2009	Amalgamated	NO
20	L74999RJ1938PLC019511	JK LAKSHMI CEMENT LIMITED	Director	25/07/2009	05/08/2008	-	Active	NO
21	U72900DL2008PTC178018	SPICE INNOVATIVE TECHNOLOGIES PRIVATE LIMITED	Additional director	12/03/2009	12/03/2009	12/06/2009	Active	NO
22	L24124RJ1985PLC003293	CHAMBAL FERTILISERS AND CHEMICALS LIMITED	Director	27/08/2010	21/07/2009	-	Active	NO
23	U93000DL2009PTC194373	KK ADVISORY PRIVATE LIMITED	Additional director	13/02/2010	13/02/2010	02/03/2010	Active	NO
24	L72900UP1986PLC008448	S Mobility Limited	Director	29/09/2010	24/04/2010	-	Active	NO
25	U91100DL2009NPL197064	INVEST INDIA	Director	21/12/2010	18/05/2010	-	Active	NO
26	U85110DL1991PTC042646	SAKET CITY HOSPITALS PRIVATE LIMITED	Director	22/07/2011	22/07/2011	19/09/2012	Active	NO

Name :

Ms. Preeti Malhotra

Designation :

Whole-time Director

Address :

House No.40, NRI Complex, Greater Kailash IV, New Delhi – 110019, India

Date of Birth/Age :

09.04.1964

Date of Appointment :

24.04.2010

DIN No.:

00189958

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U30007DL2002PTC114284	HARJAS LOGIC SYSTEMS PRIVATE LIMITED	Additional director	01/04/2011	25/02/2005	27/05/2011	Active	NO
2	U74899DL1980PTC011082	SPICE TELEVENTURES PRIVATE LIMITED	Additional director	28/07/2008	28/07/2008	25/08/2008	Amalgamated	NO
3	U67120UP1992PLC013974	SPICE ENFOTAINMENT LIMITED	Director	30/09/2008	03/09/2008	12/03/2009	Active	NO
4	U92100MH2008PLC187692	BUDDHA PICTURES LIMITED	Director	21/10/2008	21/10/2008	22/01/2010	Active	NO
5	U92120MH2008PLC187855	M PICTURES DISTRIBUTION LIMITED	Director	30/10/2008	30/10/2008	22/01/2010	Active	NO
6	U72900DL2008PTC178018	SPICE INNOVATIVE TECHNOLOGIES PRIVATE LIMITED	Director	29/12/2012	20/01/2009	-	Active	NO
7	U93090UP2007PTC033308	SMARTVALUE VENTURES PRIVATE LIMITED	Additional director	11/12/2012	28/05/2009	-	Active	NO
8	L74899DL1985PLC019941	SPICEBULLS INVESTMENTS LIMITED	Director	30/10/2009	26/06/2009	12/08/2010	Active	NO
9	U66000MH2009PTC195439	Spice Insurance Services Private Limited	Director	02/09/2009	02/09/2009	20/06/2010	Active	NO
10	U67190MH2009PTC195438	Spice Commodities Private Limited	Director	02/09/2009	02/09/2009	20/06/2010	Active	NO
11	U67190MH2009PTC195477	Spice Stock Broking Private Limited	Director	03/09/2009	03/09/2009	20/06/2010	Active	NO
12	U74992MH2006PTC162868	GOLDMAN SECURITIES PRIVATE LIMITED	Additional director	09/10/2009	09/10/2009	23/05/2010	Active	NO
13	L99999MH1986PLC039660	WALL STREET FINANCE LIMITED	Director	23/09/2011	09/10/2009	-	Active	NO
14	U74140DL2010PTC199967	SPICE SOLAR TECHNOLOGY PRIVATE LIMITED	Director	11/03/2010	11/03/2010	13/03/2010	Active	NO
15	L72900UP1986PLC008448	S Mobility Limited	Director	13/02/2013	24/04/2010	-	Active	NO
16	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Director	29/09/2010	25/05/2010	-	Active	NO
17	U32201HP1988PLC008020	SPICE RETAIL LIMITED	Director	05/08/2010	05/08/2010	-	Active	NO
18	U74999DL2012PLC229915	SMART VENTURES LIMITED	Director	31/12/2012	01/04/2012	-	Active	NO
19	U32204UP2012PLC051324	S Mobile Devices Limited	Director	04/07/2012	04/07/2012	-	Active	NO
20	U85110DL1991PTC042646	SAKET CITY HOSPITALS PRIVATE LIMITED	Director	31/12/2012	17/11/2012	-	Active	NO
21	U74899DL1994PLC057146	PLUS PAPER FOODPAC LIMITED	Director	29/06/2013	14/12/2012	-	Active	NO
22	U72100DL1996PLC080315	BHARAT IT SERVICES LIMITED	Additional director	23/01/2013	23/01/2013	-	Active	NO
23	U74120UP2013PTC057883	SMARTGLOBAL VENTURES PRIVATE LIMITED	Director	21/06/2013	21/06/2013	-	Active	NO
24	U66000DL2013PLC255430	S Global Insurance Advisory Limited	Director	16/07/2013	16/07/2013	-	Active	NO
25	U74900UP2013PTC060804	SMARTGLOBAL FINANCIAL VENTURES PRIVATE LIMITED	Director	22/11/2013	22/11/2013	-	Bottom of Form

Name :

Mr. Saurabh Srivastava

Designation :

Director

Address

C-482, Defence Colony, New Delhi – 110024, India

Date of Birth/ Age :

04.03.1946

Date of Appointment :

30.05.2011

DIN No.:

00380453

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U74899DL1992PTC047874	ASCENDANT CONSULTANCY SERVICES PRIVATE LIMITED	Director	20/03/1995	20/03/1995	-	Active	NO
2	U74899KA1996PTC072252	WIPRO ENERGY IT SERVICES INDIA PRIVATE LIMITED	Director	27/03/1996	27/03/1996	07/09/2007	Active	NO
3	U72200DL1996PLC078714	NATIONAL ASSOCIATION OF SOFTWARE AND SERVICE COMPANIES	Director	07/05/1996	07/05/1996	-	Active	NO
4	U67120MH1999PTC209227	INFINITY TECHNOLOGY INVESTMENTS PRIVATE LIMITED	Director	01/04/1999	01/04/1999	-	Active	NO
5	U65991MH1999PTC121901	INFINITY TECHNOLOGY TRUSTEE PRIVATE LIMITED	Director	24/09/1999	24/09/1999	-	Active	NO
6	U72900DL2000PTC105621	OPPORTUNIA ENTERPRISES PRIVATE LIMITED	Managing director	30/07/2010	09/05/2000	-	Strike off	NO
7	U92113DL2000PTC104336	KALEIDOSCOPE ENTERTAINMENT PRIVATE LIMITED	Director	16/09/2002	16/09/2002	-	Active	NO
8	U72900MH2001NPL133410	MEDIA LAB ASIA	Director	20/12/2003	20/12/2003	-	Active	NO
9	U74140DL2005PTC142860	INDIAN ANGEL NETWORK SERVICES PRIVATE LIMITED	Director	23/11/2005	23/11/2005	-	Active	NO
10	L74899DL1995PLC068021	INFO EDGE (INDIA) LIMITED	Director	12/06/2006	12/06/2006	-	Active	NO
11	U74140DL2004PTC128653	SANSHADOW CONSULTANTS PRIVATE LIMITED	Director	18/10/2006	18/10/2006	-	Active	NO
12	U72200DL2006PTC149932	Vienova Education Private Limited	Director	28/09/2007	01/01/2007	05/11/2012	Active	NO
13	U74999MH2007PTC167765	FleetCorp India Private Limited	Director	10/02/2007	10/02/2007	13/11/2009	Strike off	NO
14	U45202DL1996PTC075679	RAJSTHAN PROJECTS PRIVATE LIMITED	Director	12/04/2007	12/04/2007	-	Active	NO
15	U74140DL2007PTC165492	ADVANTICA INDIA CONSULTANCY PRIVATE LIMITED	Director	03/07/2007	03/07/2007	-	Strike off	NO
16	U45200DL2007PTC157385	MOUNTAIN PROMOTERS PRIVATE LIMITED	Additional director	29/03/2008	29/03/2008	-	Active	NO
17	U72200DL1999PTC101822	GEN-EX INFOTECH PRIVATE LIMITED	Director	31/03/2008	31/03/2008	-	Strike off	NO
18	U74999KA2007PTC044745	Robhatah Robotic Solutions Private Limited	Director	30/09/2008	10/07/2008	-	Active	NO
19	U65999DL2009PTC186964	INDIAN INNOVATION HOLDING MSME PRIVATE LIMITED.	Director	27/01/2009	27/01/2009	-	Active	NO
20	U72900MH1998PTC113052	CA (India) Technologies Private Limited cn	Additional director	27/05/2009	27/05/2009	30/09/2013	Active	NO
21	U67100DL2009PTC191329	Innovation Fund Trustee Private Limited	Director	17/06/2009	17/06/2009	-	Active	NO
22	U74140DL2009PTC194168	IVCA CONSULTANCY PRIVATE LIMITED	Director	11/09/2009	11/09/2009	30/03/2011	Active	NO
23	U74900DL2010NPL198236	IVC ASSOCIATION	Director	21/01/2010	21/01/2010	30/03/2011	Active	NO
24	U93000DL2010NPL199913	IAN Mentoring and Incubation Services	Director	10/03/2010	10/03/2010	-	Active	NO
25	U65999RJ2002PTC017380	RAJASTHAN ASSET MANAGEMENT COMPANY PRIVATE LIMITED	Director	05/02/2013	12/03/2010	-	Active	NO
26	L72900UP1986PLC008448	S Mobility Limited	Director	28/09/2011	30/05/2011	-	Active	NO
27	U74900PN2011PTC139394	CSIR - Tech Private Limited	Director	27/06/2012	01/06/2011	-	Active	NO
28	U63000HR2010PLC040312	LEEWAY LOGISTICS LIMITED	Director	24/09/2012	06/09/2011	-	Active	NO
29	U72900MH2010PTC204030	Qyuki Digital Media Private Limited	Director	03/12/2011	14/09/2011	-	Active	NO
30	U93000DL2012NPL239380	INDIA INCLUSIVE INNOVATION INVESTMENT MANAGEMENT	Director	26/07/2012	26/07/2012	-	Active	NO
31	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Director	15/11/2012	03/09/2012	-	Active	NO
32	AAA-8632	VELVETLEAF CONSULTANTS LLP	Designated Partner	30/03/2012	30/03/2012	-	Active	NO

Name :

Mr. Subroto Chattopadhyay

Designation :

Director

Address

6, Western Avenue, Maharani Bagh New Delhi – 110065, India

Date of Birth/ Age :

04.09.1968

Date of Appointment :

24.04.2010

DIN No.:

00087730

Other Directorship :

S. No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date ssof cessation	Company/ LLP Status	Defaulting status
1	U24999MH1948NPL006309	AUDIT BUREAU OF CIRCULATIONS	Director	14/09/2009	17/03/2006	26/09/2011	Active	NO
2	U92112WB2003PLC095969	SAREGAMA FILMS LIMITED	Director	30/03/2006	30/03/2006	-	Amalgamated	NO
3	L22213WB1946PLC014346	SAREGAMA INDIA LIMITED	Managing director	01/04/2006	01/04/2006	15/01/2009	Active	NO
4	U74999MH1941GAP142271	PHONOGRAPHIC PERFORMANCE LIMITED	Nominee director	02/05/2006	02/05/2006	19/11/2008	Active	NO
5	U55101TN1977PLC007261	SPENCER INTERNATIONAL HOTELS LIMITED	Director	15/05/2006	15/05/2006	10/09/2009	Active	NO
6	U23209WB1989PLC047337	KOLKATA METRO NETWORKS LIMITED	Director	30/10/2006	30/10/2006	15/01/2009	Active	NO
7	L99999MH1986PLC039660	WALL STREET FINANCE LIMITED	Director	23/11/2012	09/10/2009	-	Active	NO
8	U74899DL1994PLC057146	PLUS PAPER FOODPAC LIMITED	Director	30/12/2009	29/10/2009	14/12/2012	Active	NO
9	L72900UP1986PLC008448	S Mobility Limited	Director	29/09/2010	24/04/2010	-	Active	NO
10	U72900DL2000PLC104989	SPICE DIGITAL LIMITED	Director	04/07/2012	25/05/2010	03/09/2012	Active	NO
11	U32201HP1988PLC008020	SPICE RETAIL LIMITED	Director	30/10/2012	05/08/2010	-	Active	NO
12	U51909HP2007PLC030672	SPICE DISTRIBUTION LIMITED	Director	27/09/2011	10/03/2011	-	Amalgamated	NO
13	U22110DL2011PTC217766	PENINSULA PUBLICATIONS AND STUDIO PRIVATE LIMITED	Director	18/04/2011	18/04/2011	-	Active	NO
14	U15200DL2011PTC219226	PENINSULA BEVERAGES AND FOODS COMPANY PRIVATE LIMITED	Director	16/05/2011	16/05/2011	-	Active	NO
15	U74140DL2011PTC224591	Peninsula Centre for HR Development Private Limited	Director	06/09/2011	06/09/2011	31/03/2012	Active	NO
16	U93000DL2011PTC224579	PENINSULA CENTRE FOR KNOWLEDGE & INSIGHT PRIVATE LIMITED	Director	06/09/2011	06/09/2011	-	Active	NO
17	U32204UP2012PLC051324	S Mobile Devices Limited	Director	04/07/2012	04/07/2012	-	Active	NO
18	U85110DL1991PTC042646	SAKET CITY HOSPITALS PRIVATE LIMITED	Director	30/09/2013	06/09/2013	-	Active	NO

KEY EXECUTIVES

Name :	Mr. Meghraj Bothra
Designation :	Company Secretary
Address	2890/1, IInd Floor, Sant Nagar, New Delhi – 110034, India
Date of Birth/ Age :	10.09.1967
Date of Appointment :	19.10.2012
Pan No.:	AADPB4978P
Name :	Mr. R S Desikan
Designation :	Manager
Address	203, Raheja Grande Turner Road, Bandra West, Mumbai – 400050, India
Date of Birth/ Age :	30.01.1950
Date of Appointment :	09.02.2012
Pan No.:	ACNPD9922D
Name :	Mr. Subramanian Murali
Designation :	Chief Financial Officer
Audit Committee	Mr. Kashi Nath Memani, Chairman Mr. Dilip Modi Mr. Subroto Chattopadhyay
Remuneration Committee	Dr. Bhupendra Kumar Modi, Chairman Mr. Kashi Nath Memani Mr. Saurabh Srivastava Mr. Subroto Chattopadhyay
Shareholders Value Enhancement and Investors Grievance Committee	Dr. Bhupendra Kumar Modi, Chairman Ms. Preeti Malhotra

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

(AS ON 31.12.2013)

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	169447570	74.36
Sub Total	169447570	74.36
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	169447570	74.36
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	545	0.00
Foreign Institutional Investors	1450840	0.64
Sub Total	1451385	0.64
(2) Non-Institutions
Bodies Corporate	3534468	1.55
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	4462962	1.96
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	1633276	0.72
Any Others (Specify)	47336421	20.77
NRIs/OCBs	78572	0.03
Clearing Members	54882	0.02
Trusts	47202967	20.72
Sub Total	56967127	25.00
Total Public shareholding (B)	58418512	25.64
Total (A)+(B)	227866082	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	227866082	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Name of the Shareholder	Details of Shares held
	No. of Shares held	As a %
S i2i Mobility Private Limited	16,94,47,570	74.36
Total	16,94,47,570	74.36

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Name of the Shareholder	No. of Shares held	Shares as %
Mahesh Prasad - Independent Non Promoter Trust	35301215	15.49
Mahesh Prasad - Independent Non Promoter (Spice Employee Benefit) Trust	11901752	5.22
Total	47202967	20.72

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as %
Mahesh Prasad - Independent Non Promoter (Spice Employee Benefit) Trust	11901752	5.22
Mahesh Prasad - Independent Non Promoter Trust	35301215	15.49
Total	47202967	20.72

BUSINESS DETAILS

Line of Business :

The company is engaged in the Telecommunications-Mobile business and Information Technology business.

GENERAL INFORMATION

No. of Employees :	400 (Approximately)
Bankers :	· HDFC Bank Limited HDFC Bank House, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, Maharashtra, India · State Bank of Bikaner and Jaipur Nehru Place, New Delhi – 110019, India · IndusInd Bank Limited
Facilities :	--

Banking Relations :	--
Auditors :
Name :	S. R. Batliboi and Company Chartered Accountants
Address :	Golf View Corporate Towers – B, Sector - 42, Sector Road, Gurgaon – 122002, Haryana, India
Internal Auditors :
Name :	Bansal Dalmia and Company Chartered Accountants
Address :	210, Gupta Tower, Commercial Complex, Azadpur, Delhi – 110033, India
Holding Company :	· S i2i Mobility Private Limited (w.e.f. January 31, 2012)* · Spice Global Investments Private Limited (w.e.f. Jan 1, 2010 pursuant to Scheme of Amalgamation) till January 30, 2012)
Ultimate Holding Company :	· Spice Global Investments Private Limited (w.e.f. January 31, 2012)
Fellow Subsidiaries:	· Spice Enfotainment Limited · Wall Street Finance Limited · Spice Investment and Finance Advisors Private Limited · Spice Online Retail Private Limited (w.e.f. December 20, 2010) · G M Modi Hospitals Corporation Private Limited Kimaan Exports Private Limited (Till December 24, 2010) · Harjas Logic Systems Private Limited · Goldman Securities Private Limited
Enterprises over which individuals having significant influence over the Company is able to exercise significant influence:	· Spice BPO Services Limited · Hollywood Travels and Tours Pte Limited · Plus Paper Foodpac Limited · S i2i (Formerly known as Spice i2i and before that Media Ring) · Bharat BPO Services Limited · Bharat IT Services Limited · V Corp Merchantile Limited

CAPITAL STRUCTURE

(AS ON 30.06.2012)

Authorised Capital:

No. of Shares	Type	Value	Amount
330000000	Equity Shares	Rs.3/- each	Rs.990.000 Millions

Issued, Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
238086285	Equity Shares	Rs.3/- each	Rs.714.258 Millions

Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Equity shares

Particulars	As on 30.06.2012
	Numbers	Rs. In Millions
At the beginning of the period	238,086,285	714.258
Issued during the period	--	--
Outstanding at the end of the period	238,086,285	714.258

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of Rs.3 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

During the period ended 30 June 2012, the amount of dividend per share recognized as distributions to equity shareholders is Rs.1.50 (31 March 2011: Rs.1.50).

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Shares held by holding company

Out of equity shares issued by the Company, shares held by its holding company are as below:

(Rs. In Millions)

Particulars	As on 30.06.2012
Holding Company
S i2i Mobility Private Limited
169,365,976 (31 March 2011: Nil) equity shares of Rs.3 each fully paid	508.098
Spice Global Investments Private Limited
Nil (31 March 2011: 163,448,285) equity shares of Rs.3 each fully paid	--

Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

Particulars	As on 30.06.2012
Equity shares allotted as fully paid-up pursuant to the Scheme of amalgamation for consideration other than cash	163448285

Details of shareholders holding more than 5% shares in the Company

Particulars	As on 30.06.2012
	Numbers	% holding in the class
Equity shares of Rs. 3 each fully paid
S i2i Mobility Private Limited, the holding company	169365976	71.14%
Spice Global Investments Private Limited, the ultimate holding company (Esrtwhile holding company)
Independent Non Promoter Trust	35301215	14.83%

As per of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

FINANCIAL DATA

[All figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	30.06.2012 (15 months)	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	714.258	714.258
(b) Reserves & Surplus	5322.344	6088.268
(c) Money received against share warrants	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000
Total Shareholders’ Funds (1) + (2)	6036.602	6802.526
(3) Non-Current Liabilities
(a) long-term borrowings	0.000	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000
(c) Other long term liabilities	18.685	12.490
(d) long-term provisions	22.225	46.029
Total Non-current Liabilities (3)	40.910	58.519
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000
(b) Trade payables	1422.049	1500.764
(c) Other current liabilities	123.173	125.940
(d) Short-term provisions	462.151	557.907
Total Current Liabilities (4)	2007.373	2184.611
TOTAL	8084.885	9045.656
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	987.915	96.976
(ii) Intangible Assets	20.796	17.789
(iii) Capital work-in-progress	73.232	385.173
(iv) Intangible assets under development	1.588	0.000
(b) Non-current Investments	1808.906	1711.439
(c) Deferred tax assets (net)	0.000	6.846
(d) Long-term Loan and Advances	26.418	20.577
(e) Amount recoverable from employee benefit trust	126.052	126.052
(f) Other Non-current assets	3.415	27.141
Total Non-Current Assets	3048.322	2391.993
(2) Current assets
(a) Current investments	441.707	980.703
(b) Inventories	436.024	520.943
(c) Trade receivables	939.545	1306.857
(d) Cash and cash equivalents	407.799	1094.059
(e) Short-term loans and advances	2779.696	2702.073
(f) Other current assets	31.792	49.028
Total Current Assets	5036.563	6653.663
TOTAL	8084.885	9045.656

SOURCES OF FUNDS		31.03.2010
SHAREHOLDERS FUNDS
1] Share Capital		223.914
2] Share Application Money		0.000
3] Reserves & Surplus		1117.156
4] (Accumulated Losses)		0.000
NETWORTH		1341.070
LOAN FUNDS
1] Secured Loans		0.000
2] Unsecured Loans		0.000
TOTAL BORROWING		0.000
DEFERRED TAX LIABILITIES		0.585
TOTAL		1341.655
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		62.867
Capital work-in-progress		0.000
INTANGIBLES		18.118
INVESTMENT		220.823
DEFERREX TAX ASSETS		0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	1196.693
	Sundry Debtors	1042.076
	Cash & Bank Balances	1239.167
	Other Current Assets	45.225
	Loans & Advances	336.200
Total Current Assets		3859.361
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	8.340
	Other Current Liabilities	2475.618
	Provisions	335.556
Total Current Liabilities		2819.514
Net Current Assets		1039.847
MISCELLANEOUS EXPENSES		0.000
TOTAL		1341.655

PROFIT & LOSS ACCOUNT

	PARTICULARS		30.06.2012 (15 months)	31.03.2011	31.03.2010
	SALES
		Revenue from operations	10082.612	9447.929	10397.796
		Other Income	153.395	260.471	85.134
		TOTAL (A)	10236.007	9708.400	10482.930
Less	EXPENSES
		Cost of raw materials and components consumed	1634.713	358.778
		Purchase of traded goods	6648.364	6161.030
		(Increase)/ decrease in inventories of finished goods, work-in-progress and traded goods	(19.662)	779.308
		Employee benefit expense	499.621	282.187
		Other expenses	1825.693	1263.928
		Exceptional items	23.514	(94.898)
		TOTAL (B)	10612.243	8750.333	9389.443
Less	PROFIT / (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		(376.236)	958.067	1093.487
Less	FINANCIAL EXPENSES (D)		2.422	6.763	10.736
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		(378.658)	951.304	1082.751
Less/ Add	DEPRECIATION/ AMORTISATION (F)		88.439	16.743	10.757
	PROFIT / (LOSS) BEFORE TAX (E-F) (G)		(467.097)	934.561	1071.994
Less	TAX (H)		6.846	153.307	366.912
	PROFIT / (LOSS) AFTER TAX (G-H) (I)		(473.943)	781.254	705.082
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		1753.464	673.612	170.022
	Balance brought forward of erstwhile Spice Televentures Private Limited pursuant to Scheme of Amalgamation		0.000	800.635	0.000
	after tax for the period Jan 1 ‘2010 to March 31, 2010 of erstwhile Spice Televentures Private Limited pursuant to Scheme of Amalgamation		0.000	(80.092)	0.000
	Reversal of Dividend pursuant to Scheme of Amalgamation		0.000	70.813	0.000
	Reversal of proposed dividend on equity shares		52.952	0.000	0.000
	Reversal on tax on proposed dividend reversed		8.590	0.000	0.000
	Profit available for appropriation		1341.063	2246.222	875.104
Less	APPROPRIATIONS
		Transfer to General Reserve	78.125	78.125	70.508
		Dividend	304.178	357.130	111.957
		Tax on Dividend	49.345	57.503	19.027
	BALANCE CARRIED TO THE B/S		909.415	1753.464	673.612
	EARNINGS IN FOREIGN CURRENCY
		FOB Value of Export	91.793	54.689	46.542
		Discount/incentive received on purchases	0.000	179.939	0.000
		Miscellaneous Income	12.687	17.373	15.722
	TOTAL EARNINGS		104.480	252.001	62.264
	IMPORTS
		Raw Materials and Components	1490.317	444.433	2.524
		Capital Goods	0.000	13.685	4.950
		Traded and Service Goods	6672.449	6261.118	8374.594
	TOTAL IMPORTS		8162.766	6719.236	8382.068
	Earnings Per Share (Rs.)		(1.99)	3.28	9.45

QUARTERLY RESULTS

PARTICULARS	30.09.2012 1^st Quarter	31.12.2012 2^nd Quarter	31.03.2013 3^rd Quarter	30.06.2013 4^th Quarter
Audited / Unaudited	Unaudited	Unaudited	Unaudited	Unaudited
Net Sales	1965.000	1790.000	1582.000	1793.700
Total Expenditure	1892.000	1637.000	1452.000	1671.800
PBIDT (Excl OI)	73.000	153.000	130.000	121.900
Other Income	32.000	212.000	33.000	31.900
Operating Profit	105.000	365.000	163.000	153.800
Interest	0.000	1.000	0.000	0.000
Exceptional Items	0.000	0.000	0.000	0.000
PBDT	105.000	364.000	163.000	153.800
Depreciation	19.000	18.000	22.000	22.600
Profit Before Tax	86.000	346.000	141.000	131.200
Tax	0.000	0.000	0.000	78.000
Provisions and contingencies	0.000	0.000	0.000	0.000
Profit After Tax	86.000	346.000	141.000	53.200
Extraordinary Items	0.000	0.000	0.000	0.000
Prior Period Expenses	0.000	0.000	0.000	0.000
Other Adjustments	0.000	0.000	0.000	0.000
Net Profit	86.000	346.000	141.000	53.200

KEY RATIOS

PARTICULARS		30.06.2012 (15 months)	31.03.2011	31.03.2010
PAT / Total Income	(%)	(4.63)	8.05	6.72
Net Profit Margin (PBT/Sales)	(%)	(4.63)	9.89	10.31
Return on Total Assets (PBT/Total Assets}	(%)	(7.57)	13.50	27.33
Return on Investment (ROI) (PBT/Networth)		(0.08)	0.13	0.80
Debt Equity Ratio (Total Debt/Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		2.51	3.05	1.37

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	No
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

NOTE:

The Registered office of the company has been shifted from D-1, Sector – 3, Noida – 201301, Uttar Pradesh, India, to the present address w.e.f. 30.05.2011.

FINANCIAL RESULTS

During the year, the Company achieved a revenue of Rs.10,236 million for the 15 months period ended June 2012 as against Rs.9,708 million for the 12 months period ended March 2011. The Company has incurred a loss of approx Rs.474 million during the financial year ended on 30th June, 2012 as against the profit of Rs.781 million in previous year.

With a view to switch as a leader in mobile internet space and to grab the opportunity in mobile handset market particularly to tap the new developments expected in mobile handset industry including 3G introduction, the Company made major investments in people and marketing resulting in higher Manpower and Administrative cost. During the year, the depreciation of Rupee against Dollar by more than 20% resulted in erosion of margins of the Company. Some high end models introduced by the Company also did not do well resulting in liquidation of stock at a reduced margin leading to losses during the year.

The Company is taking a number of steps to improve its market position especially by constantly undertaking innovations towards enriching its product portfolio and rationalization of costs through reduction in manpower and other administrative cost and it is confident that these will yield positive results in the current fiscal.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY SCENARIO AND OPPORTUNITIES

The Company operates in one of the world’s fastest growing industries Indian wireless telecommunication industry, which has over 677 million mobile phone subscribers as on June 2012. India is witnessing a growth of 4.6 million subscribers per month based on the data for the quarter ending June, 2012. The total number of mobile phone sold in a month is more than 16 million handsets. It is projected that India will have more than 1.2 billion mobile subscribers by 2013 exceeding the total subscriber count in China. The Company operates in two segments:

(a) Mobile Devices

(b) Mobile Value Added Services

PRODUCT PERFORMANCE

Company is predominantly focused on feature phones which were well received by the users, industry and research organizations. S Mobility in the past is credited with many first by launching numerous innovative products ranging from Dual SIM phones – across GSM, CDMA, Triband/ Touch Screen PDA and smart devices on Android platform, etc. The Company has got very good reviews on its Android phone range like Stellar, MI-350n etc. from top tech media houses. The company has been successful in launching series of Touch Phones with Analog TV which has been very well accepted by the consumer. Mobile phone market is broadly classified into feature phones and smart phones. Feature phone markets are divided between large MNC players and Indian marketing companies. But Smart phone markets are highly concentrated in MNC players with negligible share for others like Spice. In spite of such challenges, they did attempt to break into Smart phone segment, investing heavily but they have not had significant success so far.

On the retail front the company’s product launch include all recent and successful launch of multi branded phones like Nokia, Samsung, Blackberry, HTC, etc. The Company also opened 16 outlets with new format which are termed as “Version 2” stores offering rich experience for the consumers in terms of product display, attractive pricing and demo experience.

On the VAS front the Company launched various new services during the year. The company’s main product category mobile radio has been appreciated over the last 5 years in India and has Eight million subscribers generating 60 million minutes of usage. It also offers around 250,000 songs across multiple languages and multiple operators. New services like Live Aarti, live FM, 139, Music Mania, youtube channel called SPICE, constituted 27% of Domestic Revenue from new products.

BUSINESS REVIEW AND OUTLOOK

At the consolidated level the company achieved a revenue of Rs.27422 million for the 15 months ended June 2012 as against Rs.20165 million for the 12 months period ended March 2011. The loss after tax for the 15 months period is Rs.50 Million as against profit for the 12 months of Rs.1118 million. The reason for significant drop in margins are as follows:

(a) Significant margin erosion in device business due to rupee depreciation over 20% during the last financial year

(b) Certain product failure at the high end of their range resulting in liquidation of stock

(c) Reduction in revenue share and margin on the VAS segment due to market situation

BUSINESS OUTLOOK

The Company will continue to focus on feature phones market for the own branded (Spice branded) devices. The Company has put in place various measures to overcome the difficult situation during the last financial year. The following are some of the strategies that will enable then to strengthen the company’s competitive position and presence:-

PRODUCT

Focus would be to launch new innovative feature phones at competitive prices in India;

On the Smart phone the company would aim to work with multi national brand and bring products in their brand or joint brand leveraging on the product and technology experience of the multi national brands.

The Company is working to consolidate the supply chain and work with fewer vendors who offer state of the art innovative products at competitive prices

The Company is also looking to reduce the number of SKUs to ensure better inventory planning and logistics.

On the retail side the company would continue to focus on latest launched products from multi national brands and making it available at company network of stores including the Version 2 stores for better customer experience.

On the VAS front the Company would continue to focus on 2G services and also come out with 3G VAS offerings through operators and also directly to the consumers through the retail presence

FINANCIAL PERFORMANCE

Financial performance has been provided separately in the Director’s Report.

The Company has a Financial Management Information System in place based on an advanced implementation of the SAP, which involves preparation of a detailed Annual Business Plan for current year for each of the business segments. This plan is formulated after detailed discussions at various levels and includes investments and capital expenditure plan. The Board and Management of the Company and its subsidiaries regularly review the performance of the Company against the budgeted figures in the Plan.

NATURE OF OPERATIONS

The Company is primarily engaged in the trading and manufacturing of Mobile handset and accessories. The Company has set up a plant at its facility in Baddi, in the state of Himachal Pradesh, for manufacturing of mobile handsets. On June 7, 2011, the name of the Company was changed from Spice Mobility Limited to S Mobility Limited.

AUDITED STANDALONE RESULTS FOR THE YEAR ENDED JUNE 30.2013

(Rs. In Millions)

SI. No.	Particulars	30.06.2013	31.03.2013	30.06.2012	30.06.2013	30.6.2012
		(Audited)	(Unaudited)	(Unaudited)	(Audited)	(Audited)
1	a. Net Sales/Income from operation	1761.900	1581.200	1590.600	7097.900	10082.600
	b. Other Operating Income	31.800	0.500	0.500	32.500	3.500
	Total	1793.700	1581.700	1591.100	7130.400	10066.100
2	Expenditure:
	a. Decrease^ Increase) in stock in trade	(158.800)	(52.000)	(114.700)	(60.800)	(19.700)
	b. Purchase of Finished/Traded Goods	1499.700	1207.800	1059.200	5434.000	6648.400
	c. Consumption of Raw Materials	--	--	347.700	0.200	1634.700
	d. Staff Cost	69.200	55.800	64.600	249.100	499.600
	a. Depreciation/Amortization	22.600	22.200	18.400	81.700	88.400
	f. Branding Expenses	115.400	71.800	148.000	336.000	839.000
	g. Other expenditure	146.300	168.000	206.200	693.800	987.400
	Total expenditure	1694.400	1473.600	1729.400	6734.000	10677.800
3	Profit/)Loss) from Operations before other income, Interest, exceptional item and taxes (1-21	99.300	108.10	(138.300)	396.400	(591.700)
4	Other Income	31.900	33.200	25.900	308.700	149.900
5	Profit/Loss) before interest, exceptional item and taxes (3+4)	131.200	141.300	(112.400)	705.100	(441.800)
6	Interest	(0.000)	0.500	(5)	1.400	1.9
7	Profit/1 Loss) before exceptional items and taxes (5-6)	131.200	140.800	(111.900)	703.700	(443.700)
8	Exceptional Items
	- Provision for diminution in the value of long term investments		-	(23.400)		(23.400)
9	Profit/Loss) from ordinary activities before taxes (7+8)	131.200	140.800	(135.300)	703.700	(467.100)
10	Provision for Taxation	78.000	-		78.000	6.800
11	Net Profit/Loss) for the period (9-10)	53.200	140.800	(135.300)	625.700	(473.900)
12	Paid up Equity Share Capital (Face value of Rs.3/- each)	714.300	714.300	714.300	714.300	714.300
13	Reserves excluding revaluation reserves	-	-	-	5625.600	5322.300
14	Basic and Diluted Earning Per Share [in Rs.) (Not Annualized)	0.22	0.59	(0.57)	2.63	(1.99)
A.	PARTICULARS OF SHAREHOLDING
1	Public Shareholding
	- No. of Shares	68,638,715	68,638.715	68,720,309	68.638.715	68.720,309
	- Percentage of Shareholding	28.83%	28.83%	28.86%	28.83%	28.86%
2	Promoters and promoter a group shareholding
	a) Pledged / Encumbered
	- Number of shares
	- Percentage of shares (as a % of the total shareholding of promoters and promoter group)
	- Percentage of shares (as a % of the total share capital the Company)
	Non-encumbered
	- Number of shares	169,447,570	169,447,570	169,365,976	169,447,570	169,365,976
	- Percentage of shares (as a % of the total shareholding of promoters and promoter group)	100%	100%	100%	100%	100%
	- Percentage of shares (as a % of the total share capital of the Company)	71.17%	71.17%	71.14%	71 17%	71.14%

B.	INVESTOR COMPLAINTS
	Pending at the beginning of the quarter	Nil
	Received during the quarter	6
	Disposed off during the quarter	6
	Remaining unresolved at the end of Ihe Quarter	Nil

The above results were reviewed by the Audit Committee and were approved and taken on record by the Board of Directors in their respective meetings held on 26th August, 20I3.

In pursuance to the approval obtained from the members of the Company by way of Postal Ballot, the Board of Directors of the Company in its meeting held on 28th June, 20] 3 has decided to sell/ transfer the Mobile Handset business of the Company to Spice Retail Limited (SRL), a Wholly Owned Subsidiary of the Company, as a going concern w.e.f 1st July, 2013 by way of slump sale and accordingly the Company has entered into a Business Transfer Agreement with SRL. Following table shows revenue and profit/loss) after tax from the discontinuing business.

The Board in its meeting held on June 28, 2013 decided to close down both the Manufacturing Units of the Company (i e Unit 1 & Unit 11) at Baddi (Himachal Pradesh), which were predominantly for manufacturing feature phone handsets, with immediate effect.

The Board of Directors has recommended a dividend of 50% (Rs 1.50/- on equity shares of the face value of Rs 3/- each] on the paid-up Capital of the Company for the financial year 201213, subject to the approval by the members of the Company. Independent Non Promoter Trust which holds 35,301,215 equity shares of the Company has waived off its right to receive dividend on 34,100,000 equity shares held by them. Accordingly, no dividend has been provided on these shares in the current period.

The Board of Directors of the Company in its meeting held on 19th June, 2013 approved the Buy-Back of the Company's fully paid-up Equity Shares of Rs. V- each from the open market through Stock exchange mechanism. Subsequent to year end, the Buy-Back has commenced on 10th July, 2013 and till date the Company has bought back 38,17,037 equity shares of the face value of Rs 3/- each and out of them 33.04.416 equity shares have been extinguished till dale and the issued and paid-up capital of the Company has reduced accordingly. For the purpose of providing dividend al the year end, these extinguished shares have not been considered.

Provision for income tax is inclusive of/ net of deferred tax charge/ credit and tax adjustments for earlier years

As the Company's business activities fall within a single primary business segment viz. Telecommunications - Mobile business, the disclosure requirement of Accounting Standard (AS-17) 'Segment reporting' issued by the Institute of Chartered Accountants of India is not applicable.

Previous period's figures have been regrouped and/or recast wherever considered necessary to conform to the current period presentation. The figures for the preceding quarter ended 30th June, 2013 are the balancing figures between the audited figures in respect of the full financial year ended 30th June, 2013 and the published year to date figures upto the third quarter of that financial year.

STATEMENT OF ASSETS AND LIABILITIES

(Rs. In Millions)

S No.	Particulars	Standalone
		As on 30.06.2013	As on 30.06.2012
		(Audited)	(Audited)
A	EQUITY AND LIABILITIES
1	Shareholder's funds
	(a) Share Capital	714.300	714.300
	(b) Reserves & Surplus	5625.600	5322.300
	Total Shareholder's funds	6339.900	6036.600
2	Non-current liabilities
	(a) Long-term liabilities	23.800	18.700
	(b) Long-term provisions	3.300	2.900
	Total Non-current liabilities	27.100	21.600
3	Current Liabilities
	(a) Trade Payables	1403.300	1422.000
	(b) Other current liabilities	213.700	123.200
	(c) Short term provisions	518.900	481.500
	Total Current liabilities	2135.900	2026.700
	TOTAL- EQUITY AND LIABILITIES	8502.900	8084.900
B	ASSETS
1	Non- current assets
	(a) Fixed assets(including intangible assets and capital work in progress)	997.600	1083.500
	b) Non- current investments	1840.000	1808.900
	(c) Deferred tax assets (net)	-	-
	(d) Long-term loans and advances	15.500	26.400
	(e) Amount recoverable from Employee Benefit Trust	126.100	126.100
	(f) Other non-current assets	0.900	3.400
	Total Non-current assets	2980.100	3048.300
2	Current assets
	(a) Current Investments	100.000	441.700
	(b) Inventories	496.700	436.000
	c) Trade Receivables	638.900	939.500
	(d) Cash and bank balances	1436.700	407.800
	(e) Short term loans and advances	2764.300	2779.700
	(f) Other Current assets	86.200	31.900
	Total Current Assets	5522.800	5036.600
	TOTAL ASSETS	8502.900	8084.900

INDEX OF CHARGES

S. No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	10227290	24/03/2011 *	1,100,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	B09377409
2	10176086	17/07/2013 *	1,600,000,000.00	HDFC BANK LIMITED	HDFC BANK HOUSESENAPATI BAPAT MARG, LOWER PAREL W, MUMBAI, MAHARASHTRA - 400013, INDIA	B81129967
3	90268893	11/03/1995	60,000,000.00	THE BANKOF NOVA SCOTIA	DR. GOPAL DAS BHAVAN, 28; BRAKHAMBA ROAD, NEW DELHI - 110001, INDIA	-
4	90268453	08/11/2001 *	10,000,000.00	LIFE INSURANCE CORP. OF INDIA	Y OGAKSHEMA, JEEVAN BIMA MARG, BOMBAY, MAHARASHTRA - 400021, INDIA	-

* Date of charge modification

FIXED ASSETS:

· Freehold Land

· Building

· Plant and Machinery

· Furniture and Fittings

· Office Equipments

· Computers

· Vehicles

· Leasehold Improvement

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.62.18
UK Pound	1	Rs.103.38
Euro	1	Rs.85.09

INFORMATION DETAILS

Report Prepared by :

NIT

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	6
PAID-UP CAPITAL	1~10	5
OPERATING SCALE	1~10	5
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	5
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	5
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	5
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		47

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
--	NB	New Business	--

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.