LETTER OF OFFER THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Letter of Offer is sent to you as a shareholder of Wall Street Finance Limited. If you require any clarifications about the action to be taken, you may consult your stock-broker or investment consultant or the Manager/ Registrar to the Offer. In case you have recently sold your shares in Wall Street Finance Limited, please hand over this Letter of Offer, the accompanying Form of Acceptance-cum- Acknowledgement, Form of Withdrawal and Transfer Deed to the member of the Stock Exchange through whom the said sale was effected. CASH OFFER AT Rs. 55.50/- PER FULLY PAID-UP EQUITY SHARE AT Rs. 10.40/- PER PARTLY PAID-UP EQUITY SHARE (“Offer Price”) Pursuant to The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 and subsequent amendments thereof (the “SEBI (SAST) Regulations” or “Regulations”) TO ACQUIRE Up to 2,325,000 Fully Paid-Up Equity Shares of face value Rs. 10/- each (“Offer”) representing 20% of the Paid- Up Equity Share Capital OF WALL STREET FINANCE LIMITED Registered Office: Unit No. 101-112, First Floor, Chintamani Plaza, Andheri-Kurla Road, Chakala, Andheri (East), Mumbai - 400 099. Tel: +91 22 2288 2960 Fax: +91 2287 3314 (the “Target Company” or “WSFL”) BY SPICE INVESTMENTS & FINANCE ADVISORS PRIVATE LIMITED Registered Office : D-1, Sector 3, Noida – 201 301, Uttar Pradesh Tel: +91 120 4363600 Fax: +91 120 4320467 (the “Acquirer” or “Spice Finance”)

Attention: 1. The Offer is being made pursuant to Regulations 10 and 12 of the SEBI (SAST) Regulations. 2. The Offer is not conditional upon any minimum level of acceptance. 3. The Offer is subject to the approval from Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”), if any, for acquisition of equity shares by the Acquirer from non-resident persons under the Offer. 4. In case of delay in receipt of any statutory approvals, SEBI has power to grant extension of time to Acquirer for payment of consideration to the shareholders, who have validly tendered their shares, subject to Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also be applicable. 5. Shareholders who have accepted the Offer by tendering the requisite documents in terms of Public Announcement/ Letter of Offer shall have the option to withdraw their acceptance up to Wednesday, February 03, 2010 i.e. 3 (three) working days prior to the date of closure of the Offer viz. Monday, February 08, 2010. Such requests for withdrawal should reach the designated collection centres before 4:00 p.m. on Wednesday, February 03, 2010. 6. If there is an upward revision in the Offer Price or withdrawal of the Offer by the Acquirer prior to or on the last date for revising the Offer Price viz. Thursday, January 28, 2010, you will be informed by way of another public announcement in the same newspapers in which the first Public Announcement was published. The Acquirer shall pay such revised price for all the shares validly tendered any time during the Offer and accepted under the Offer. 7. The Acquirer may withdraw the Offer in accordance with the conditions specified in Regulation 27 of the Takeover Regulations. In the event of such withdrawal, the same would be notified by way of a public announcement in the same newspapers in which the PA was published. 8. There has been no competitive bid as on the date of this Letter of Offer. 9. The procedure for acceptance is set out in Section 10 of this Letter of Offer. A Form of Acceptance-cum-Acknowledgement and Form of Withdrawal are enclosed with this Letter of Offer. 10. The Public Announcement and this Letter of Offer, Form of Acceptance and Form of Withdrawal are also available on SEBI’s Website (www.sebi.gov.in) from the Offer Opening Date viz. Wednesday, January 20, 2010. A copy of the Form of Acceptance may also be obtained from the Registrar to the Offer commencing on the date of the dispatch of the Letter of Offer. All future correspondence, if any should be addressed to the Registrar to the Offer at the address mentioned below: MANAGER TO THE OFFER REGISTRAR TO THE OFFER IDBI Capital Market Services Limited Karvy Computershare Private Limited Mafatlal Centre, 5th floor, 17-24 Vithalrao Nagar, Nariman Point, Madhapur Mumbai – 400021. Hyderabad - 500081. Tel No: +91 22 4322 1212; Tel: + 91 40 23431553; Fax No: +91 22 2283 8782 Contact Person; Mr. Murali Krishna Contact Person: Mr. Subodh Mallya Fax No. + 91 40 23431551; Email: [email protected] Email: [email protected]; SEBI Registration No: INM000010866 SEBI Registration No: INR000000221 OFFER OPENS ON : Wednesday, January 20, 2010 OFFER CLOSES ON: Monday, February 08, 2010 (For schedule of Major Activities of the Offer, please refer to the next page)

SCHEDULE OF THE MAJOR ACTIVITIES OF THE OFFER:

Activity Day & Date Public Announcement Date September 08, 2009, Tuesday Specified Date * September 08, 2009, Tuesday Last date for a competitive bid September 29, 2009, Tuesday Date by which Letter of Offer to be dispatched to shareholders January 13, 2010, Wednesday Date of Opening of the Offer January 20, 2010, Wednesday Last date for Revising the Offer price/ number of Shares January 28, 2010, Thursday Last date for Withdrawing of acceptance from the Offer February 03, 2010, Wednesday Last date for Closing of the Offer February 08, 2010, Monday Last date of communicating rejection / acceptance and for dispatch of consideration for acceptance and of Share certificate(s) for the rejected February 22, 2010, Monday Shares / credit of unaccepted dematerialized Shares. * Specified date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of the shares of WSFL (except Acquirer and Sellers) are eligible to participate in the Offer any time before the closure of the Offer. Note: Duly Signed Application and Transfer Deed(s) together with share certificate(s) should be dispatched by Registered Post / Courier or hand delivered to the Registrar to the Offer at the collection centres, and the said forms should reach not later than 4.00 p.m. on Monday, February 08, 2010.

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RISK FACTORS The risk factors set forth below pertain to the Offer and are not in relation to the present or future business operations of the Target Company or other related matters, and are neither exhaustive nor intended to constitute a complete analysis of the risks involved in participation or otherwise by a shareholder in the offer. Shareholders of the Target Company are advised to consult their stockbroker or investment consultant, if any, for analyzing all the risks with respect to their participation in the offer. Given below are the risks related to the transactions, the Offer and getting associated with the Acquirer. 1. The Offer is subject to the receipt of requisite approvals. In the event of such approvals not being received in a timely manner or litigation leading to a stay on the Offer, or SEBI instructing that the Offer should not proceed, the Offer process may be delayed beyond the schedule indicated in this Letter of Offer. Consequently, the payment of consideration to the Shareholders, whose shares have been accepted in the Offer, as well as the return of the Shares not accepted by the Acquirer may be delayed. 2. Shareholders should note that after the last date for withdrawal of acceptances under the Offer i.e. Wednesday, February 03, 2010, shareholders who have lodged the Equity Shares will not be able to withdraw them even if the acceptance of Equity Shares under the Offer and dispatch of consideration gets delayed. The tendered Equity Shares and documents will be held by the Registrar to the Offer, till such time as the process of acceptance of tenders and the payment of consideration is completed. 3. The Acquirer makes no assurance with respect to the market price of the Shares of Wall Street Finance Limited, both during the Offer period and upon the completion of the Offer, and disclaims any responsibility with respect to any decision by the shareholders on whether to participate or not to participate in the Offer. 4. The Acquirer has entered into the Forex business with the Acquisition of the Target Company. While the Acquirer has made its best efforts to install a team of key personnel who are well trained and highly qualified to manage the business, it cannot guarantee the performance of the target company. This is largely due to the fact that the business, by its nature, is dependent on the vagaries of the global economic movement, movement of funds across geographies, which includes travel, remittances and other forms of foreign exchange transactions.

5. The Acquirer makes no assurance with respect to the financial performance of Wall Street Finance Limited. 6. The Acquirer and the Manager to the Offer, accept no responsibility for statements made otherwise than in the Public Announcement or the Letter of Offer or in the advertisement or any materials issued by or at the instance of the Acquirer and the Manager to the Offer, and anyone placing reliance on any other source of information would be doing so at his/her/their own risk.

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Contents 1. DEFINITION ...... ‐ 5 ‐ 2. DISCLAIMER CLAUSE ...... ‐ 6 ‐ 3. DETAILS OF THE OFFER ...... ‐ 6 ‐ 4. BACKGROUND OF THE ACQUIRER ...... ‐ 11 ‐ 5. DISCLOSURE UNDER REGULATION 21(2) ...... ‐ 18 ‐ 6. BACKGROUND OF THE TARGET COMPANY ...... ‐ 19 ‐ 7. OFFER PRICE AND FINANCIAL ARRANGEMENTS ...... ‐ 31 ‐ 8. TERMS AND CONDITIONS OF OFFER ...... ‐ 35 ‐ 9. STATUTORY/OTHER APPROVALS REQUIRED FOR THE OFFER ...... ‐ 36 ‐ 10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT ...... ‐ 37 ‐ 11. DOCUMENTS FOR INSPECTION ...... ‐ 43 ‐ 12. DECLARATION BY ACQUIRER ...... ‐ 44 ‐

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1. DEFINITION Acquirer/ Spice Finance Spice Investments & Finance Advisors Private Limited BSE Bombay Stock Exchange Limited CDSL Central Depository Services (India) Limited The depository account opened by Karvy Computershare Private Limited with National Depository Escrow Account Securities Depository Limited (NSDL) account “KCPL Escrow Account – WSFL- Open Offer “. The DP ID is IN300394 and the Client ID is 17355654. DP Depository Participant Depositories Collectively NSDL and CDSL All owners (registered or unregistered), including the beneficial owners, of equity shares Eligible Persons of Wall Street Finance Limited (other than the Acquirer and the Sellers) anytime before the closure of the Offer Fully paid-up equity shares of face value of Rs. 10/- each and partly paid-up shares of Equity Shares/ Share(s) Rs.10/- each (Rs.5/- calls in arrears) of Wall Street Finance Limited. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there FEMA under. FII(s) Foreign Institutional Investors Form of Acceptance Form of Acceptance cum –Acknowledgement FY Financial Year ICSI The Institute of Company Secretaries of India Letter of Offer This Letter of Offer Manager/ Manager to the Offer/ Merchant IDBI Capital Market Services Limited Banker/ IDBI Caps NRI Non Resident Indians NSDL National Securities Depository Limited OCB Overseas Corporate Bodies This open offer for acquisition of 23,25,000 Shares representing 20% of the present Offer / Open Offer issued and voting equity share capital of WSFL at a price of Rs. 55.50 per fully paid up equity share and Rs. 10.40 per partly paid equity share. Offer Closing Date Monday, February 08, 2010 Offer Opening Date Wednesday, January 20, 2010 Rs. 55.50/- (Rupees Fifty Five and Paise Fifty only) per fully paid up share and Rs. 10. 40/- Offer Price (Rupees Ten and paise forty only) per partly paid up share, payable in cash. 2,325,000 Shares representing 20% of the present issued and voting equity share Offer Size capital of WSFL, aggregating to Rs. 129,037,500/- Public Announcement/ PA Announcement of the Offer made by the Acquirer on Tuesday, September 08, 2009 RBI Reserve Bank of India Registrar/ Registrar to Offer Karvy Computershare Private Limited Rs./INR Indian National Rupee SEBI Securities and Exchange Board of India SEBI Act Securities and Exchange Board of India Act, 1992 Securities and Exchange Board of India (Substantial Acquisition of Shares and SEBI (SAST) Regulations/ Regulations Takeovers) Regulations, 1997 and subsequent amendments thereto up to the date of the Public Announcement 5,928,650 shares representing 51% of the WSFL acquired by the Acquirer as per the Sale Shares Term Sheet. Shareholders Shareholders of the Target Company Promoters and Promoter Group entities of the WSFL viz. Mr. Areef A. Patel and other Sellers shareholders including individuals/ companies viz. Transways Combines Pvt. Ltd and Patel Holdings Ltd. Specified Date Tuesday, September 08, 2009, being the date for the purpose of determining the names of the Shareholders to whom the Letter of Offer will be sent. Binding Term Sheet dated September 02, 2009 signed between Spice Finance and the Term Sheet promoter and promoter group entities of WSFL to acquire 5,928,750 which constitutes 51% of the paid up capital.

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2. DISCLAIMER CLAUSE

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT FILING OF THE DRAFT LETTER OF OFFER WITH SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED, VETTED OR APPROVED BY SEBI. THE DRAFT LETTER OF OFFER HAS BEEN SUBMITTED TO SEBI FOR A LIMITED PURPOSE OF OVERSEEING WHETHER THE DISCLOSURES CONTAINED THEREIN ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO FACILITATE THE SHAREHOLDERS OF WALL STREET FINANCE LIMITED TO TAKE AN INFORMED DECISION WITH REGARD TO THE OFFER. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF THE ACQUIRER OR THE TARGET COMPANY WHOSE SHARES/CONTROL IS PROPOSED TO BE ACQUIRED OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE LETTER OF OFFER. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT, WHILE THE ACQUIRER IS PRIMARILY RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY, AND DISCLOSURE OF ALL RELEVANT INFORMATION IN THIS LETTER OF OFFER, THE MERCHANT BANKER IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE ACQUIRER DULY DISCHARGES ITS RESPONSIBILITY ADEQUATELY. IN THIS BEHALF, AND TOWARDS THIS PURPOSE, THE MERCHANT BANKER, IDBI CAPITAL MARKETS SERVICES LIMITED, HAS SUBMITTED A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 18, 2009 TO SEBI IN ACCORDANCE WITH THE SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 1997 AND SUBSEQUENT AMENDMENT(S) THEREOF. THE FILING OF THE LETTER OF OFFER DOES NOT, HOWEVER, ABSOLVE THE ACQUIRER FROM THE REQUIREMENT OF OBTAINING SUCH A STATUTORY CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF THE OFFER.

3. DETAILS OF THE OFFER 3.1 Background of the Offer a. This Offer (“the Offer” or “Open Offer”) is being made by Spice Finance, a company incorporated under the provisions of Companies Act, 1956 having its registered office at D‐1, Sector‐3, Noida – 201301, and with its corporate office at 72‐73, 7th Floor, Free Press House, Free Press Journal Road, Nariman Point, Mumbai‐400 021 pursuant to Regulations 10 and 12 of the SEBI (SAST) Regulations as aforesaid, to the shareholders of WSFL.

b. The Acquirer is making a mandatory offer to the public shareholders of WSFL for acquiring up to 2,325,000 fully paid up equity shares of Rs. 10 each constituting 20% of the share capital and 20% of the voting share capital of the Target Company at a price of Rs. 55.50 (Rupees fifty five and paise fifty only) (“Offer Price”) per Equity Shares aggregating to Rs. 12,90,37,500 /‐ (Rupees twelve crores ninety lacs thirty seven thousand five hundred only ) (“Offer Size”) in terms of Regulation 20 of the SEBI (SAST) Regulations, payable in cash subject to the terms and conditions mentioned hereinafter in relation to the Offer. As on the date of the PA, WSFL has 54,100 partly paid up equity shares of the face value of Rs. 10/‐ each. The Offer Price for partly paid up shares shall be adjusted to the extent unpaid as per Regulation 20 (10) of the SEBI (SAST) Regulations.

c. The Acquirer has entered into a term sheet dated September 02, 2009 (“Term Sheet”) with the existing Promoters and Promoter Group entities of the Target Company viz. Mr. Areef A. Patel and other shareholders including individuals/ companies (hereinafter collectively referred to as the “Sellers”), to acquire 5,928,750 equity shares (“Sale Shares”) representing 51% of the current paid up equity share capital of WSFL at a price of Rs. 52/‐ (Rupees fifty two only) per Share (the “Negotiated Price” and such transaction the “Acquisition”).

d. The Acquisition of shares happened in the manner set forth herein below:

% w.r.t to the total paid up Name of the Shareholders No. of Equity shares capital Transways Combines Private Limited 4,264,045 36.68 Mr. Areef Asgar Patel 423,605 3.64 Patel Holdings Limited 1,241,000 10.68 Total 5,928,650 51.00

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e. The Acquirer has acquired 5,928,650 Sale Shares of the Target Company representing 51% of total paid up equity share capital of WSFL; therefore, in terms of Regulation 10 and 12 of SEBI (SAST) Regulations, the Acquirer is making Open Offer to acquire shares in accordance with the SEBI (SAST) Regulations. The Sale Shares have been acquired, details of which are as follows: % with reference to the Price of Date of No. of equity total paid up capital of the each share Mode of acquisition acquisition shares acquired Target company (in Rs.) September 7, Open market bulk 1,664,605 14.32 55 2009 deal on BSE September 7, 4,264,045 36.68 52 Off market deal 2009 f. The salient features of the Term Sheet and developments thereafter are as under: i. The Term Sheet governs the rights and obligations, inter‐se, of each of the parties to the Term Sheet. The Parties will enter into a Shareholders’ agreement recording detailed terms and conditions of their arrangement. As per the Term Sheet, both the parties shall cause to deposit 14.32% shares each of the Target Company from their respective holding to an escrow depository participant till certain conditions as mentioned in the Term Sheet are complied with by the Acquirer and the Sellers. ii. Under the Term Sheet, the Parties have agreed that in the event of breach of any of the provisions of the SEBI (SAST) Regulations, for any reason whatsoever, the Parties shall not consummate the transactions stated in Term Sheet. iii. The parties have agreed that at least 5,928,750 shares constituting not less than 51% of the shareholding in the Target, shall remain at all times free from lien, pledges and encumbrances. iv. After the acquisition of shares on 7th September 2009 constituting 51% of the paid up capital of WSFL, the acquirer has acquired further 1,243,852 equity shares from Sellers constituting 10.70% of the paid up capital of the target company. Subsequent to this the sellers have agreed not to claim any rights and benefits under the said Term Sheet dated September 2, 2009. v. After the Closure of the Open Offer if the shareholding of the Acquirer in the Target Company exceeds the threshold limit of 75% thereby breaching the minimum public shareholding requirement of 25%, then the Acquirer shall take steps as may be necessary in law to restore the public shareholding in compliance with the provisions of the Listing Agreement entered into by Target with the Stock Exchange. vi. After the closure of the Offer, the Acquirers will be the Promoter and the Sellers would cease to be part of the Promoter Group. g. There is no person acting in concert with the Acquirer for the purpose of the Offer. h. As per stock exchange filings at BSE, the Sellers belong to the Promoter and Promoter Group category of the Target Company. i. The parties forming the Promoter & Promoter group based on the last filing with the Bombay Stock Exchange on 30th September 2009 are as follows:

Sr. No. Name of Shareholder Total Shares Held Total Shares Held (%) 1 Asgar S Patel 1,260,052 10.84% 2 Areef Asgar Patel 748,295 6.44% 3 Patel Integrated Logistics Limited 165,000 1.42% 4 Yasmin Asgar Patel 93,750 0.81% 5 Patel Holdings Limited 15,861 0.14% 6 Natasha Constructions Pvt Ltd. 11,700 0.10% Total 2,294,658 19.74% j. The Acquirer has neither acquired nor has been allotted directly or through any person, any Shares of the Target Company in the last 12 months before the date of the Public Announcement, except the shares ‐ 7 ‐

acquired pursuant to which the Open Offer has been triggered as per Regulation 10 and 12 of the SEBI (SAST) Regulations. As on date of the Public Announcement, the Acquirer did not hold any Shares of the Target Company except 5,928,650 fully paid up equity shares constituting 51% of the paid up capital of WSFL. The Acquirer has not acquired any equity shares during the last 26 weeks period prior to the date of the PA by way of (a) allotment in public issue or (b) allotment in rights issue or (c) preferential allotment except as per the details given above. k. After the acquisition of shares on 7th September 2009 constituting 51% of the paid up capital of WSFL, the acquirer has acquired further 1,243,852 equity shares constituting 10.70% of the paid up capital of the Target Company. These shares were acquired from the Sellers for Rs.55.40 per share on 8th October 2009 through bulk deal on the floor of the exchange. The current shareholding of the Acquirer in the target company is 61.70%. l. The Acquirer, the Target Company and Sellers have not been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, 1992, as amended (the “SEBI Act”) or under any other Regulation made under the SEBI Act. m. The Negotiated Price per Sale Share has been paid in the form of cash. The Acquirer has not paid any other monetary consideration, whether by way of any non‐compete fee or otherwise, or pursuant to any non‐compete agreement for acquisition of the Shares of WSFL. No consideration either directly or indirectly other than that mentioned in this Offer Letter has been paid in any form to the Sellers. n. The Acquirer and their Directors do not hold any Shares of the Target Company, nor have they acquired any shares of the Target Company since the date of the PA or during the 12 months period prior to the date of the PA, except for the Equity Shares acquired under the Term Sheet and as mentioned in sub clause k above. o. This is not a competitive bid. p. As of the date of the Public Announcement, the subscribed equity share capital of the Target Company was Rs. 116,250,000 divided into 11,625,000 Equity Shares of face value of Rs. 10/‐ each. As on date of the Public Announcement, WSFL has 54,100 partly paid up equity shares of the face value of Rs. 10/‐ each, with Rs. 15/‐ (Rs. 5/‐ towards capital account and Rs. 10/‐ towards Share Premium) per share as the calls in arrears. q. The Acquirer did not have any representatives on the Board of the Target Company as on the date of the PA. The Acquirer intended to seek a reconstitution of the Board of Directors of the Target Company in accordance with the provisions of the Regulations. For this purpose, the Acquirer has arranged to deposit in the escrow account, one hundred percent of the total consideration payable in cash assuming full acceptance of the Offer with lien in favour of Manager to the Offer. As such the Acquirer is entitled to appoint directors to the Board of WSFL after a period of 21 days from the date of the PA. Accordingly, the Acquirer has exercised its entitlement and has appointed Dr. Bhupendra Kumar Modi, Ms Divya Modi, Ms Preeti Malhotra and Mr. Sudip Bandyopadhyay as its nominee directors on the board of the target company. The details of the new directors along with the date of appointment are given in the table in para 6.f below. r. As on date of the Public Announcement, IDBI Caps, the Manager to the Offer did not hold any shares of WSFL, and would continue not to hold any shares of the Target Company till such time that the offer concludes.

3.2 DETAILS OF THE PROPOSED OFFER a. The Public Announcement was published in the following newspapers on September 08, 2009, in accordance with Regulation 15 of the SEBI (SAST) Regulations:

Publication Language Editions Business Standard English All Prathakal Hindi All Sakal Marathi Local (The Public Announcement is also available at the SEBI website: www.sebi.gov.in) ‐ 8 ‐

b. The Acquisition of the shares of the Target Company pursuant to the Term Sheet would exceed 51% of the voting rights in the Target Company and also results in a change of control of the Target Company and therefore triggers an open offer under Regulations 10 and 12 of the SEBI (SAST) Regulations. Consequently, the Acquirer is making an open offer to the public shareholders of the Target Company to acquire up to 2,325,000 equity shares of the Target Company being 20% of the voting share capital of the Target Company (“Offer Share(s)”). c. This Offer is being made pursuant to Regulations 10 and 12 of the SEBI (SAST) Regulations, at a price of Rs. 55.50/‐ per fully paid up Equity Share, and Rs.10.40 per partly paid up Equity Share (the “Offer Price”), payable in cash in accordance with the SEBI (SAST) Regulations and subject to the terms and conditions mentioned hereinafter. d. Subject to the receipt of regulatory approvals as set out in paragraph 9 below and other terms and conditions set out in this Letter of Offer, the Acquirer will acquire Equity Shares up to the extent mentioned in this Letter of Offer. e. After the date of the Public Announcement, the Acquirer has acquired further 1,243,852 equity shares constituting 10.70% of the paid up capital of the target company. These shares were acquired from the Sellers for Rs.55.40 per share on 8th October 2009 through bulk deal on the floor of the exchange. The current shareholding of the Acquirer in the target company is 61.70%. f. Upon completion of the Offer, assuming full acceptances in the Offer, the Acquirer will hold 9,497,502 Equity Shares of the Target Company representing 81.70 % of the voting share capital of the Target Company. g. This Offer is being made to all the shareholders of the Target Company (except the Acquirer and the Sellers) and is not conditional on any minimum level of acceptances. h. The Equity Shares of the Target Company will be acquired by the Acquirer free from all liens, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof. i. There are no competitive bids to the offer. j. There is no person acting in concert with the Acquirer for the purpose of the Offer. 3.3 OBJECT AND REASONS OF THE ACQUISITION

a. The Offer for 20% of the Paid up Capital, i.e. 2,325,000 shares of WSFL is being made pursuant to the acquisition of 51% shares by the Acquirer, in terms of Regulations 10 and 12 of the SEBI (SAST) Regulations. b. The Acquirer is part of a business conglomerate that plans to diversify from its existing presence in the mobile telephony ecosystem into the retail financial services space. It will be starting its venture into the money exchange and money remittance business, through this acquisition. The acquisition of WSFL, one of the leading players in money exchange and remittance services in India, will help Spice Finance to establish itself in the financial services industry. c. The Acquirer is a subsidiary of Spice Global Investments Private Limited and belongs to the Spice Group. The Companies forming part of the Spice Group are detailed below: Sr. No. Name of the Companies 1. Spice Global Investments Pvt. Ltd. (Formerly Indian Televentures Pvt. Ltd.) 2. Spice Televentures Pvt. Ltd. 3. Spice Mobiles Ltd. 4. Spice Distribution Ltd. 5. Spice Digital Ltd. 6. Spice Labs Pvt Ltd. 7. Mobisoc Technology Pvt. Ltd. 8. Spice Mobile VAS Pte. Ltd.

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Sr. No. Name of the Companies 9. Spice Investments & Finance Advisors Pvt. Ltd. 10. Bharat Towers Pvt. Ltd. 11. Spice Stock Broking Pvt Ltd. 12. Spice Insurance Services Pvt Ltd. 13. Spice Commodities Pvt Ltd. 14. Spice Enfotainment Ltd. 15. Buddha Pictures Ltd. 16. M Pictures Distribution Ltd. 17. IO Systems Ltd. 18. Mudaliar & sons Hotels Pvt. Ltd. 19. Spice Innovative Technologies Pvt. Ltd. 20. Kimaan Exports Pvt Ltd

For the purpose of group, the name of the holding company of the Acquirer (i.e. Spice Global Investments Private Limited) and all subsidiaries of Spice Global Investments Private Limited are included. d. The Acquirer has the advantage of being part of a well established, pan India network of its various group entities and associates, which is core to the money exchange and money remittance business. Spice Finance will be synergizing its technical know‐how in the Mobile Technology and IT Related Services domain to add value to the business of WSFL. e. The Acquirer does not have any plans to dispose off or otherwise encumber any assets of the Target Company in the next two years except in the ordinary course of business of the Target Company and except to the extent required for the purpose of restructuring and / or rationalization of operations, assets, investments, and liabilities and otherwise of the Target Company. Notwithstanding the above, it will be the responsibility of the Board of Directors of the Target Company to make appropriate decisions in these matters, in accordance with the requirements of the business of the Target Company. f. The Acquirer undertakes that it shall not sell, dispose off or otherwise encumber any substantial assets of the Target Company except with the prior approval of the shareholders of the Target Company as required under applicable law. g. Since the Acquirer has deposited, in the escrow account, one hundred percent (100%) of the total consideration payable in cash, in terms of second proviso to Regulation 22(7) of the Regulations, the Acquirer is entitled to appoint directors on the Board of Directors of the Target Company after a period of twenty one (21) days from the date of PA. Accordingly, the Acquirer has exercised its entitlement and has appointed Dr. Bhupendra Kumar Modi, Ms Divya Modi, Ms Preeti Malhotra and Mr. Sudip Bandyopadhyay as its nominee directors on the board of the target company. The details of the new director along with the date of appointment, are given in the table in para 6.f below.

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4. BACKGROUND OF THE ACQUIRER 4.1 Spice Investments & Finance Advisors Private Limited a. Spice Investments & Finance Advisors Private Limited, a Spice Group Company, was incorporated under the Companies Act, 1956 on May 16, 2007 as a private limited company. The Acquirer’s registered office is located at D‐1, Sector‐3, Noida, Uttar Pradesh – 201 301 and has its corporate office at 72‐73, 7th Floor, Free Press House, Free Press Journal Road, Nariman Point, Mumbai‐400 021. The Acquirer’s name was changed from Bharat Holdings Private Limited to Spice Investments & Finance Advisors Private Limited on August 07, 2008. b. The Promoter of Spice Finance is Spice Global Investments Private Limited (formerly known as Indian Televentures Private Limited) which is the holding company of Spice Finance. The Spice Group is multifaceted management group that is engaged in establishing a lead in the emerging business areas, which is an outcome of the various linkages and converging communication and entertainment technologies. c. The Acquirer is engaged in the business of consultancy services/ expert advice in technical, management and financial matters, having investments in companies that intend to engage in the financial services business. d. The issued, subscribed and paid up capital of Spice Finance constitutes 400,010,000 equity shares of Rs. 10/‐ each aggregating to Rs. 40,001 lacs and 40,000 3% Non Cumulative Redeemable Optionally Convertible Preference Shares of Rs. 1,00,000/‐ each aggregating to Rs. 40,000 lacs. The total issued and paid up capital of the Acquirer is Rs. 80,001 lacs. e. As on the date of PA, the equity shareholding pattern of Spice Finance is as follows: Name of shareholders No. of Equity Shares % w.r.t to the total paid up Capital Spice Global Investments Private Limited 40,00,00,000 99.998 Mr. Rakesh Kumar Gupta 5,000 0.001 Mr. Gopal Singh Negi 5,000 0.001 Total 400,010,000 100.000 f. The holdings of Mr. Dilip Modi and Ms. Divya Modi, the directors holding control of Spice Global Investments Private Limited as on 12th October 2009 is indicated in the table below: Name Designation No. of Shares % Shareholding Mr. Dilip Modi Director 1,02,000 25.88% Ms. Divya Modi Director 9,80,000 24.87%

g. The equity shares of the Acquirer are not listed on any stock exchange. h. The composition of Board of Directors of Spice Finance , as on date of the Public Announcement was as under : Name and Appointme Residential Experience Qualification DIN Designation nt Date Address Global Chairman ‐ Spice Group. Dr. Modi is considered to be a visionary for his role in Graduate in bringing Global giants such Chemical 36, Amrita Dr. Bhupendra as Xerox, Alcatel, Telstra, Engineering, Shergill Kumar Modi 18th August Olivetti, Singapore MBA, Ph.D. Marg, New 00155118 2008 Technologies Telemedia (Fin Mgmt), Delhi ‐ Chairman and Telekom Malaysia into D.Litt in Ind 110003 India. Under the Spice Mgmt Brand, he has spearheaded businesses in the Information,

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Name and Appointme Residential Experience Qualification DIN Designation nt Date Address Communication, Entertainment verticals. Amongst other accolades, Dr. Modi was conferred with a Proclamation by the 108th Congress of Sixth Congressional District in New York for his humanitarian efforts worldwide. He is a Global Counsellor to the Conference Board, USA & is on the Advisory Board for Global Corporate Governance. Mr. Mehta has been a civil servant for almost 4 decades. He has been conferred with the B.A., LLB from prestigious Padma Rajasthan Bhushan Award for social University, B‐5, work. He’s the former Alumnus of Mahavir chairman of SEBI and Asia‐ Royal Institute Udyan Mr. Devendra Pac Regional Committee of Public Marg, Raj Mehta 18th August of IOSCO. He is the Administratio Bajaj 01067895 2008 founder and Chief Patron n, London and Nagar, Director of Bhagwan Mahaveer Alfred School Jaipur, Viklang Sahayata Samiti of Rajasthan (Jaipur Foot). He was also Management 302015 the former Dy. Governor MIT, Boston of RBI, and former USA secretary (Industries) Mines and State Enterprises. In his capacity as Group Honours President – Global Graduate in Operations, Mr. Dilip Modi Management has been providing and executive & management Technology 36, Amrita oversight for all the Spice from Brunel Mr. Dilip Modi 3rd Shergill Televenture businesses – University, September Marg, New 00029062 Spice Mobiles, Spice London; MBA Director 2008 Delhi ‐ Digital, Spice Retail, and (Finance) from 110003 Mobisoc Technology & Management Spice BPO. He was past School, chairman of COAI and is Imperial presently the Senior Vice – College, President of ASSOCHAM. London. Ms. Modi belongs to the CFA new generation of Charterholder; Ms. Divya 36, Amrita entrepreneurs in India Graduate in Modi Shergill 18th August who have been credited Economics Marg, New 0031073 2008 with spearheading the and Business Executive Delhi ‐ transition of family run Finance Director 110003 businesses to (Hons) from professionally managed Brunel

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Name and Appointme Residential Experience Qualification DIN Designation nt Date Address businesses. She was University UK; actively involved in Masters in building and growing the Accounting Spice Group’s businesses from in the ICE (Internet, University of Communications and Southern Entertainment) domain California, and has worked at various USA. capacities in different facets of business particularly Corporate Finance. Ms. Malhotra has 19 years of rich experience with the Spice Group and has been instrumental in managing various Restructuring Initiatives of the Group. B.Com(Hons) She holds the distinction Delhi of being the first woman University; to be elected as President Law Graduate H.No. 40, Ms. Preeti amongst the Premier from Faculty NRI Malhotra National Professional of Law, Delhi Complex, 28th May Bodies in India. Has been University, Greater 00189958 2009 Executive the President and is Fellow Kailash IV, Director currently a Council Member of New Delhi member of the ICSI. She the Institute 110019 was a member of the Indo of Company UK Task Force and a Secretaries of member of the Dr. J.J. India. Irani Expert Committee formed by the Ministry of Corporate Affairs for framing the new Companies Act. Subsequent to the Public Announcement, Mr. Sudip Bandyopadhyay has joined the Board of Directors of the Acquirer, his details are as under:

Name and Appointment Qualific Residential Experience DIN Designation Date ation Address Mr. Bandyopadhyay has over 22 years of rich & diverse experience in various areas of financial Ansal services and has worked with Heights, reputed organisations like Flat No. Reliance (ADA Group),ITC, ICI and Mr. Sudip B. Com 1801, 18th HLL. Sudip is now heading the Bandyopadhyay 24 (Hons. Floor, Global Financial services of Spice November ), Block – B, 00007382 Finance as Group President – 2009 CA, Worli Additional Global Financial services. Prior to ICWA Naka, Director joining Spice, he was the Mumbai – Managing Director of Reliance 400 018 Money and was also on the Board

of several Reliance ADA Group Companies. He is a distinguished financial expert.

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i. None of the directors of Spice Finance has acquired any share in WSFL during the preceding 12 months preceding the Public Announcement. j. Key Audited financials of Spice Finance for FY ’08 and FY ’09 of the Acquirer are given below. The financials for the period have been certified by the Statutory Auditors of Spice Finance M/s Gupta, Garg & Agrawal (Membership No. 012399 of the Institute of Chartered Accountants of India) dated 16th September 2009 :‐ (Figs in Rs) Profit & Loss Account Mar '09 Mar '08 Income from Operations 189,514 ‐ Other Income ‐ ‐ Total Income 189,514 ‐ Total Expenditure 50,521,502 127,941 Profit/(Loss) before Depreciation, Interest & tax (50,331,988) (127,941) Depreciation 66,175 ‐ Interest ‐ ‐ Profit/(Loss) before Taxes (50,398,163) (127,941) Provision for FBT (573,274) ‐ Profit/(Loss) after Tax (50,971,437) (127,941) Differed Tax Asset* 9,405,084 ‐ Profit/(Loss) after Tax with DTA (41,566,353) (127,941) Balance Sheet Mar '09 Mar '08 Sources of Funds Paid Up Share Capital (Includes Rs. 400 crores of Preference Shares) 8,000,100,000 100,000 Reserves & Surplus (Excl Revaluation Reserves) ‐ ‐ Share Application Money Received 55,100,000 2,450,000 Secured Loans ‐ ‐ Un Secured Loans ‐ ‐ Total 8,055,200,000 2,550,000 Application of Funds Net Fixed Assets 1,188,447 ‐ Investments 8,002,315,810 2,315,810 Net Current Assets 596,366 106,249 Deferred Tax Assets 9,405,084 ‐ Profit & Loss Account 41,694,293 127,941 Total 8,055,200,000 2,550,000

Other Financial Data Mar '09 Mar '08 Net Worth (Equity Capital – P&L A/c and DTA) 3,949,000,623 (27,941) Dividend (%) Nil Nil Earnings per Share (Rs.) (0.127) (12.794) Book Value per Share (Rs.) 9.872 (2.794) RONW (%) (1.29%) 0 * As per the guidance note of ICAI on AS‐22, the company at the close of the financial year ended on March 31,2009, has a deferred tax asset of Rs. 9,458,259/‐ on its carried forward losses and unabsorbed depreciation and deferred tax liability of Rs. 53,175/‐ on account of timing difference of depreciation claim. Net deferred tax asset of Rs. 9,405,084/‐ has been recognised in the books of accounts. NOTE i. Net Worth = Equity Capital – (Profit & Loss Account + Deferred Tax Asset) ii. Earnings per Share (Rs.) = Profit After Tax / No. of Equity Shares Outstanding at Year End iii. Book value per Share (Rs.) = Networth / No. of Equity Shares Outstanding at Year End iv. Return on Networth (%) = Profit After Tax / Networth

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k. The significant accounting policies of Spice Finance, as per the audited financial statements for the year ended March 31, 2009, are as follows: i. Basis of Accounting: The financial statements are prepared under the historical cost convention on the concept of a going concern, in accordance with the generally accepted Accounting Principles and mandatory Accounting Standards as notified under Companies (Accounting Standards) Rules, 2006 and as per the provisions and presentational requirements of the Companies Act, 1956. ii. Recognition of Income & Expenditure: Income and expenditure are recognized on an accrual basis. iii. Investments: Investments are valued at purchase price plus direct cost. Provision is made for diminution in the value of Investments, if it is considered permanent in nature. iv. Fixed Assets and Depreciation 1. Fixed Assets: Fixed Assets are carried at cost of acquisition less accumulated depreciation. 2. Depreciation on Fixed Assets i. Depreciation on assets is provided at the rates and in the manner provided in Schedule XIV of the Companies Act, 1956, on Straight Line Method basis. ii. Depreciation in additions to assets is calculated pro‐rata from the date of such addition to the end of the year. Fixed Assets costing Rs. 5,000/‐ or less are fully depreciated in the year of purchase. v. Current Tax is determined and provided for on the amount of taxable income at the applicable rates for the relevant financial year. Deferred Tax Assets and Liabilities (DTA/DTL) are recognized, subject to consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and is capable of reversal in one or more subsequent periods. The DTA is recognized only to the extent that there is reasonable certainty of sufficient future profits against which such DTA can be realized. vi. As per the report issued by the statutory auditors for the consolidated accounts, there are no contingent liabilities for the period ended March 31, 2009 l. Reasons for fall/increase in total Income and PAT in the past 2 years March 2009 v/s March 2008 The Acquirer had commenced its operations in the middle of the financial year 2008‐2009 and there was no income in the Financial Year ended March 31, 2008. m. Compliance with Corporate Governance The Company, being a private limited company, is not required to adhere to the Clause 49 of the Listing Agreement. n. As on date, there are no material litigations against Spice Finance neither has Spice Finance being named as a party to litigations. o. There are no mergers / demergers / spin offs involving Spice Finance during the last 3 years. p. No previous acquisitions have been made by Spice Finance in the Target Company, except the acquisition of 51% pursuant to the Term Sheet, the Acquirer has complied with the provisions of the SEBI (SAST) Regulations. The status of compliance of Spice Finance is as follows: Due Date for Compliance, as Actual Date of Delay if any (In Sr. No Regulation Remarks mention in the Regulations Compliance No. of Days) Acquisition of 51% of shares 1 7(1) & (2) 09‐Sept‐2009 09‐Sept‐2009 ‐ of WSFL, which triggers the open offer. q. There is no requirement for a Compliance Officer since Spice Finance is an unlisted Company

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r. Information on companies presently promoted / controlled by the Acquirer: 1. Bharat Towers Private Limited Date of Incorporation January 03, 2008 Country of incorporation India Main Object(s) of the To carry on the business of all kinds of communication, Company network products and solutions. Listing It is not listed on any stock exchange Financial Performance:

For the period ended 31‐ Particulars Mar‐09 Total Income Rs. 25,040 Profit after tax Rs. 33,698 Equity capital Rs. 4,409,750 Reserves (excluding revaluation reserve and adjusted for miscellaneous ‐ expenditure, debit balance in profit and loss account) Earnings per equity share (in Rs.) 0.08 Book Value per equity share (in Rs.) 9.80 2. Spice Stock Broking Private Limited Date of Incorporation September 03, 2009 Country of incorporation India Main Object(s) of the To undertake business related to capital markets as share and Company stock brokers in cash, derivative or any other segment of NSE, BSE or any other exchange. Listing It is not listed on any stock exchange Financial Performance: Not Applicable since the company was incorporated recently. 3. Spice Insurance Services Private Limited Date of Incorporation September 02, 2009 Country of incorporation India Main Object(s) of the To act as direct insurance brokers, reinsurance broker, Company composite brokers, actuary, and surveyor’s, loss assessors, insurance agent, and composite insurance agent representative or otherwise to deal in all activities related to insurance business. Listing It is not listed on any stock exchange Financial Performance: Not Applicable since the company was incorporated recently. 4. Spice Commodities Private Limited Date of Incorporation September 02, 2009 Country of incorporation India Main Object(s) of the To carry on the business of trading, warehousing, hedging Company and broking in all types of agricultural products, metals, diamonds, petroleum and energy products and all other commodities. Listing It is not listed on any stock exchange Financial Performance: Not Applicable since the company was incorporated recently.

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s. The shareholding pattern showing the stake of the Acquirers in companies promoted by the acquirer are given below: i. Bharat Towers Private Limited Name of Shareholder No. of shares %age Spice Investments & Finance Advisors Pvt Ltd 231,001 52.38 Positive Investment Pvt Ltd 209,974 47.62 Total 440,975 100.00

ii. Spice Stock Broking Private Limited Name of Shareholder No. of shares %age Spice Investments & Finance Advisors Pvt Ltd 10,000 100 Total 10000 100.00

iii. Spice Insurance Services Private Limited Name of Shareholder No. of shares %age Spice Investments & Finance Advisors Pvt Ltd 10,000 100 Total 10000 100.00

iv. Spice Commodities Private Limited Name of Shareholder No. of shares %age Spice Investments & Finance Advisors Pvt Ltd 10,000 100 Total 10000 100.00

4.2 Disclosures in terms of Regulation 16(ix) and (ix a) of the SEBI (SAST) Regulations a. As of the date of this Letter of Offer, the Acquirer does not have any plans to dispose off or otherwise encumber any assets of the Target Company in the next two years except in the ordinary course of business of the Target Company and except to the extent required for the purpose of restructuring and/ or rationalization of operations, assets, investments, liabilities and otherwise of the Target Company for commercial reasons and operational efficiencies. Notwithstanding the above, the Board of Directors of the Target Company will take appropriate decisions in these matters, in accordance with the requirements of the business of the Target Company and in line with opportunities from time to time. b. Other than in the ordinary course of business, the Acquirer undertakes that it shall not sell, dispose off or otherwise encumber any substantial assets of the Target Company except with the prior approval of the Shareholders of the Target Company as required under applicable law.

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5. DISCLOSURE UNDER REGULATION 21(2) a. As per the listing agreement with the BSE and in terms of Clause 40A of the Listing Agreement, the Target Company is required to maintain at least 25% public shareholding for listing on a continuous basis. b. Upon completion of the Offer, assuming full acceptances in the Offer and taking into account the shares acquired by the Acquirer, the Acquirer will hold 9,497,502 Equity Shares in the Target Company representing 81.70% of the total paid up equity share capital of the Target Company. If the acceptances in the Offer results in the public shareholding in the Target Company being reduced below the minimum level required as per Clause 40A of the Listing Agreement, the Acquirer shall take necessary steps to facilitate compliance of the Target Company with the relevant listing provisions thereof, within the time period mentioned therein, in accordance with the provisions of Regulation 21(2) of the SEBI (SAST) Regulations including to disinvest through an offer for sale or by a fresh issue of capital or by any other permitted mode, to the public such number of equity shares so as to satisfy the listing requirement. c. If the Acquirer’s stake in the target company increases beyond the permitted 75% of the total number of issued shares (as per Clause 40A of the Listing Agreement), the Acquirer may have to take any of the following steps, or a combination of the steps, to realign the shareholding to the permitted 75%: i. Sell a portion of its holding in the open market. ii. Conduct a bulk deal and sell a portion of the shares to a strategic investor. iii. Issuance of further shares through prospectus or Rights Issue or preferential issue. iv. Reduce its stake through an Offer for Sale. d. The Acquirer does not have any intention to delist the equity shares of the Target Company in next 3 years.

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6. BACKGROUND OF THE TARGET COMPANY a. Wall Street Finance Limited (WSFL) was incorporated on April 25, 1986 as a public limited company under the Companies Act, 1956. It has its registered office at Unit No. 101‐112, First Floor, Chintamani Plaza, Andheri‐Kurla Road, Chakala, Andheri (East), Mumbai ‐ 400 099. WSFL obtained its certificate for commencement of business on May 12, 1986. b. WSFL is registered with RBI as an NBFC under section 45IA of the Reserve Bank of India Act, 1934 vide RBI Certificate number (No. A.‐13.01358) dated August 9, 2000. The Target Company largely operates in the wholesale segment of the foreign exchange business and other financial services. c. As on date of the PA, the Equity shares of WSFL are only listed on the BSE. The Equity Shares of WSFL were also listed on the stock exchanges at Bangalore, Delhi, Pune and Cochin. Pursuant to approval of its shareholders, vide a special resolution dated September 29, 2003, the shares of WSFL have been delisted from the aforesaid stock exchanges w.e.f March 10,2004; September 02, 2004; May 10, 2004 and March 13, 2004 respectively. d. The total subscribed and paid up equity capital of the company is as follows:

Paid up Equity Shares No. of Shares/ voting rights % of Shares/ voting rights Authorised Equity Shares (Rs. 10/‐) 12,000,000 N.A. Fully paid up equity shares 11,570,900 99.53% Partly paid up equity shares 54,100 0.47% Total paid up equity shares 11,625,000 100% Total voting rights in Target company 11,625,000 100% WSFL does not have any convertible instruments, warrants or stock‐options as of September 07, 2009. e. Details of the changes in Share Capital of WSFL since inception and compliance with SEBI / Other Applicable regulation is as follows:

No. of Shares Cumulative Date of Mode of Status of allotted with % to Paid Up Identity of allottees Allotment Allotment Compliance paid up capital Capital Subscription to Subscribers to Memorandum 12‐May‐86 70 700 Complied Memorandum of Association 750,000 shares allotted to Indian Public including Allotment employees and associates of 20‐Sep‐86 1,249,930 12,500,000 pursuant to the company and 499,930 Complied public issue shares allotted to the Promoters, Directors and their friends and relatives. Existing shareholders of the Allotment 19‐Dec‐92 Company at the time of 2,500,000 37,500,000 pursuant to Complied Rights Issue Rights issue

Allotment Existing shareholders of the 04‐Apr‐95 1,875,000 56,250,000 pursuant to Company at the time of Complied Bonus Issue Bonus Issue Conversion of Please see Cumulative note 1 of 31‐Mar‐01 6,000,000 116,250,000 Convertible Promoters point p Preference below. Shares

f. The composition of the Board of Directors of WSFL, as on date of the Public Announcement was as under: Name and Appointm Qualifica Residential Experience DIN Designation ent Date tion Address Mr. Asgar 25th April Is one of the pioneers of Natasha Sea B.Arts 00164823 Patel 1986 organized transportation of View, 4th Floor,

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Name and Appointm Qualifica Residential Experience DIN Designation ent Date tion Address Chairman goods in India with vast Opposite Joggers experience in the fields of Park, Bandra Forex, Finance, Money West, Mumbai ‐ Remittance, Construction, 400050 Co‐Loading of Air Freight and consolidation of Cargo & Logistics Financial Consultant and former MD of CDSL. He is the former ED of UTI, and A‐1, Devyani 3rd served RBI for over 25 years. Mr. B.G. Daga M.Com, Apartments, M.G. Septembe Has been member of various 00004858 Director CS (Lon) Road, Borivali (E) r 2009 Committees constituted by Mumbai ‐ 400066 SEBI from time to time and was a former director of AMFI. B.Sc, M.A. He has 16 years experience RNA Heights, C‐ Mr. Bhaskar (Eco), 17th at various levels in Syndicate 704, Opp. Fantasy Rao P. CAIIB, August Bank (1984‐2000) Land, Andheri (E) 00342515 Executive D.Int 2007 9 years in Wall Street – Mumbai ‐ Director (Banking) Finance (2000 – Present) 400093 , MBA (Banking He has more than a decade of rich and varied experience Natasha Sea in various fields including View, 3rd Floor, Mr. Areef 17th B.A Transportation of Goods, Opposite Joggers Patel August (Economi 00075687 Finance, Construction and Park, Bandra Director 2007 cs) Co‐Loading of Air Freight West, Mumbai ‐ and consolidation of Cargo & 400050 Logistics. He as more than 3 decades Mr. of experience in Accounts, 504, Green Gates, Palakkapillil B.Sc 30th July Audit, Finance, Corporate 693, Perry Road, Sankaran (Hons)., 00074494 2004 Laws, Taxation, Finance, Bandra (West) – Gokulan Nair F.C.A. Forex and Money 400 050 Director Remittance. A Padma Shree awardee, he is a cultural entrepreneur, who has been instrumental Mr. Jawahar 3rd in influencing the direction B.Sc. D‐63, Hauz Khas, Wattal Septembe of the Non Film Music PG(Adv New Delhi 00247806 Director r 2009 Industry in India. He is an & Mktg) 110016 advisor to the Board of Advisors, WMI, and New York. An experienced corporate lawyer, specializing in a broad spectrum of corporate Ms. Shefali R. 3rd Panorama 203, laws in general with special B.Com, Shah Septembe Walkeshwar Road 00081245 focus on Company Law, IPR, LLB Director r 2009 Mumbai ‐ 400006 JV, Foreign Investments, Technology & License Agreements, M&A.

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Subsequent to the Public Announcement, Mr. Asgar Patel, Mr. Areef Patel and Mr. P.S.G Nair have resigned from the Board of Directors of the Target Company and the following persons have been appointed as Directors on Board of the Target Company:

Name and Appointm Residential Experience Qualification DIN Designation ent Date Address Global Chairman ‐ Spice Group. Dr. Modi is considered to be a visionary for his role in bringing Global giants such as Xerox, Alcatel, Telstra, Olivetti, Singapore Technologies Telemedia and Telekom Malaysia into India. Under the Spice Brand, he has Graduate in spearheaded businesses in the Chemical 36, Amrita Dr. Bhupendra Information, Communication, Engineering, Shergill Kumar Modi 9 October Entertainment verticals. MBA, Ph.D. Marg, New 0155118 2009 Amongst other accolades, Dr. (Fin Mgmt), Delhi ‐ Chairman Modi was conferred with a D.Litt in Ind 110003 Proclamation by the 108th Mgmt Congress of Sixth Congressional District in New York for his humanitarian efforts worldwide. He is a Global Counsellor to the Conference Board, USA & is on the Advisory Board for Global Corporate Governance. CFA Ms. Modi belongs to the new Charterholder generation of entrepreneurs in ; Graduate in India who have been credited Economics with spearheading the and Business transition of family run Finance businesses to professionally 36, Amrita Ms. Divya Modi (Hons) from managed businesses. She was Shergill 9 October Brunel actively involved in building and Marg, New 00031073 Additional 2009 University UK; growing the Spice Group’s Delhi ‐ Director Masters in businesses in the ICE (Internet, 110003 Accounting Communications and from Entertainment) domain and has University of worked at various capacities in Southern different facets of business California, particularly Corporate Finance. USA. Ms. Malhotra has 19 years of rich experience with the Spice Group and has been instrumental in managing B.Com(Hons) various Restructuring Initiatives Delhi of the Group. She holds the University; distinction of being the first Law Graduate H.No. 40, Ms. Preeti woman to be elected as from Faculty NRI Malhotra President amongst the Premier of Law, Delhi Complex, 9 October National Professional Bodies in University, Greater 00189958 2009 Additional India. Has been the President Fellow Kailash IV, Director and is currently a Council Member of New Delhi member of the ICSI. She was a the Institute 110019 member of the Indo UK Task of Company Force and a member of the Dr. Secretaries of J.J. Irani Expert Committee India. formed by the Ministry of Corporate Affairs for framing the new Companies Act.

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Name and Appointm Residential Experience Qualification DIN Designation ent Date Address Mr. Chattopadhyay has worked for 28 years in Senior Management positions in Unilever (Brook bond Ltd.), BAT BA (hons.) Industries, (ITC Ltd.) and RPG University of Enterprises. He was Executive Calcutta. 6 Western Mr. Subroto Director in Pepsico for non‐cola th Finance for Avenue, Chattopadhyay 9 Businesses and was also Senior Maharani October, awarded Pepsico International 00087730 Management Bagh, Additional 2009 Award for his marketing BAT, New Delhi Director Excellence in 2001.He was Innovation, 110065 President CEO Entertainment University of sector and Management Board Michigan Member of RPG enterprises since 2005. He is a consultant and on the Board of Directors of various companies.

Mr. Bandyopadhyay has over 22 years of rich & diverse experience in various areas of financial services and has worked with reputed Ansal organisations like Reliance (ADA Heights, Flat Mr. Sudip No. 1801, Group),ITC, ICI and HLL. Sudip is B. Com Bandyopadhyay 18th Floor, 24 now heading the Global (Hons.), November Financial services of Spice Block – B, 00007382 CA, Additional 2009 Finance as Group President – Worli Naka, ICWA Director Global Financial services. Prior Mumbai – to joining Spice, he was the 400 018 Managing Director of Reliance Money and was also on the Board of several Reliance ADA Group Companies. He is a distinguished financial expert.

Mr. Zilliacus has more than 25 years experience in top management positions in mobile communications, including 17 years of senior Master of management with the world’s Science leading mobile phone (Economics manufacturer Nokia and Business Mr. Thomas Corporation, He is the founder Administratio 34 Seah IM Zilliacus 24 and Chairman of Mobile n) from the Road 02888542 November FutureWorks, a company with Swedish Singapore 2009 global activities in mobile Additional School of marketing, services and 099107 Director Economics investments. He is also Founder and Business & Chairman of Asia‐Pacific Administratio Strategic Alliances Group Inc., n, Helsinki. Mobile FutureWorks Inc., OneCap Asia Pte Ltd., and YuuEarth. He was Co‐founder & First Chairman of Mobile Entertainment Forum

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g. Except as disclosed below, there are no mergers / demergers / spin offs involving WSFL during the last 3 years: The Board of Directors of the Company approved a Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 (the Scheme) between the Company and its wholly owned subsidiary, Goldman Securities Private Limited (GSPL). The Scheme envisaged the transfer of Instant Cash Division of the Target Company into GSPL with effect from January 1, 2009. The members of the Company approved the Scheme on March 06, 2009 at their meeting held under the order of the Hon’ble High Court of Judicature at Bombay (High Court). Thereafter a petition was made to the High Court for the approval of the Scheme. The Hon’ble High Court of Judicature of Bombay approved the Scheme by way of an order dated July 17, 2009. The Order was conveyed to WSFL on August 01, 2009 and was filed with the Registrar of Companies, Maharashtra at Mumbai on August 24, 2009. h. Key Audited financials of WSFL for a period of 3 years and a Limited Review for the period Apr‐09 to Jun‐ 09 of the Accounts are given below. The financials for the period have been certified by M/s P. Parikh & Associates, Chartered Accountants (Membership Number 114920 of Institute of Chartered Accounts of India), vide their certificate dated September 12,2009.:‐ (Figs in Rs lacs) Apr‐Jun ’09 Mar '09 Mar '08 Mar’07 Profit & Loss Account (Unaudited) (Audited) (Audited) (Audited) Income from Operations 967.81 3,838.16 2,898.38 2,404.25 Other Income 34.30 86.18 167.66 327.25 Total Income 1002.11 3,924.34 3,066.04 2,731.50 Total Expenditure 835.14 3,152.21 2,513.67 2,260.86 Profit/(Loss) before Depreciation, Interest & 166.97 772.13 552.37 470.64 tax Depreciation 20.02 74.76 71.30 55.38 Interest 91.95 469.96 324.17 249.50 Profit/(Loss) before Taxes 55.00 227.41 156.90 165.76 Income Tax (Including Differed Tax Asset* ) 9.35 26.00 18.50 20.00 Provision for FBT 0.00 16.25 15.32 15.00 Profit/(Loss) after Tax 45.65 185.16 123.08 130.76 (Figs in Rs Lacs) Apr‐Jun ’09 Mar '09 Mar '08 Mar’07 Balance Sheet (Unaudited) (Audited) (Audited) (Audited) Sources of Funds Paid Up Share Capital 1,159.77 1,159.77 1,159.77 1,159.77 Reserves & Surplus (Excl Revaluation 413.05 367.40 330.15 342.97 Reserves) Share Application Money Received ‐‐ ‐ ‐ Net Worth 1,572.82 1,527.17 1,489.92 1,502.74 Secured Loans 781.93 2,489.32 2,672.03 2,168.19 Un Secured Loans 1,455.96 1,583.08 1,162.59 771.46 Total 3,810.71 5,599.57 5,324.54 4,442.39 Application of Funds Net Fixed Assets 496.12 461.73 495.90 503.17 Investments 182.94 198.64 202.64 266.84 Net Current Assets 3,113.47 4,921.00 4,607.80 3,654.18 Deferred Tax Assets 18.18 18.20 18.20 18.20 Profit & Loss Account ‐ ‐ ‐ ‐ Total 3,810.71 5,599.57 5,324.54 4,442.39

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Apr‐Jun ’09 Mar '09 Mar '08 Mar’07 Other Financial Data (Unaudited) (Audited) (Audited) (Audited) Dividend (%) ‐ 10 7 5 Earnings per Share (Rs.) 0.39 1.59 1.06 1.12 Book Value per Share (Rs.) ‐ 13.14 12.82 12.93 RONW (%) 2.9 12.10 8.3 8.7 (Source: Annual Reports for the year ended March 31, 2009, 2008 and 2007 & Limited Review for Apr‐Jun 2009 of Unaudited Results as certified by the Statutory Auditors) NOTE i. Dividend (%) = Dividend Paid per Equity Share / No of Equity Shares Outstanding at Year End ii. Earnings per Share (Rs.) = Profit After Tax prior to any adjustments / No of Equity Shares Outstanding at Year End iii. Book value per Share (Rs.) = Networth / No of Equity Shares Outstanding at Year End iv. Return on Networth (%) = Profit After Tax prior to any adjustments / Networth i. Significant Accounting Policies 1. Basis of Preparation of Financial Statements a. These financial statements are prepared under the historical cost convention on an accrual basis, to comply, in all material aspects, with all the applicable accounting principles in India, the applicable accounting standards notified u/s 211(3C) of the Companies Act, 1956 and the relevant provisions of the Companies Act, 1956 and guidelines issued by RBI as applicable to Non–Banking Financial Companies. 2. Use of estimates a. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the results of operations during the reporting period end. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates. 3. Fixed Assets and Depreciation a. Fixed assets are stated at cost of acquisition including incidental expenses. All costs including financing costs till the assets are ready to be put to use are also capitalized. b. Depreciation is provided on Straight Line Method at the rates prescribed under Schedule XIV to the Companies Act, 1956. In respect of Computer Software, the cost is amortized over a period of three years from the date of first use, as this is the economic useful life as estimated by the management. 4. Inventories a. Inventories include stock of foreign currency valued at the rates prevailing on 31stMarch, 2009 in accordance with AS 11. 5. Revenue Recognition a. Income from money changing business is arrived at after deducting cost of sales from sales and related income. b. Income from money transfer services is accounted on completion of transaction with the end customer. c. Income from consultancy and commission is recognised on completion of relevant activity based on agreed terms of the contract. d. Receipts in respect of assignment of debts are accounted as per the terms of the agreement. e. Loss on insurance claim is recognized on settlement of claim or earlier if the claim is not considered recoverable by the management. f. Dividend is recognized when the right to receive dividend is established and known.

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g. Interest, as and when applicable, on refunds from statutory authorities, is recognised when such interest is determinable, and based on completed proceedings. Other interest income is recognised using time–proportion method, based on interest rates implicit in the transaction. h. Recovery proceeds realized from debts written off as bad debts are accounted as income in the year of receipt. i. Profit on sale of fixed assets and investments are recognised on completion of transactions. 6. Foreign Currency Translation a. Initial recognition: Foreign currency transactions are recorded in the reporting currency by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction. b. Conversion: Foreign currency monetary items are reported using the closing rate. Non– monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non– monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined. c. Exchange Differences: Exchange differences arising on the settlement of monetary items or on reporting monetary items of company at rates different from those at which they were initially recorded during the year, or reported in previous financial statements, are recognised as income or as expenses in the year in which they arise. 7. Investments a. Investments that are readily realizable and intended to be held for not more than a year are classified as current investments. All other investments are classified as long–term investments. Current investments are carried at lower of cost and fair value determined on an individual investment basis. Long–term investments are carried at cost. However, provision for diminution in value is recognized only for permanent and irreversible decline in the value of investments. 8. Retirement and Other Employee Benefits (AS 15) a. Retirement benefit in the form of Provident Fund is a defined contribution scheme and the contributions are charged to the Profit and Loss Account of the year when the contributions to the respective funds are due. b. Company’s contribution to Employee’s State Insurance Fund is charged to revenue every year. c. Liabilities for Gratuity and leave encashment are defined benefit obligations and are provided for on the basis of an actuarial valuation. 9. Segment Accounting a. The segment accounting policy is in accordance with AS 17, the basis of reporting is as follows: – i. Revenue and expenses distinctly identifiable to a segment are recognised in that segment. Identified expenses include employee cost, administrative overheads and depreciation on Fixed Assets. Expenses that are identifiable with or allocable to segments have been considered for determining segment results. ii. Unallocated expenses and income are those which are not attributable or allocable to any of the business segment. iii. Assets and liabilities which arise as a result of operating activities of the segment are recognised in that segment. Fixed Assets which are exclusively used by the segment or allocated on a reasonable basis are also included. iv. Unallocated assets and liabilities are those which are not attributable or allocable to any of the segments. 10. Income Taxes a. Tax expense for the year, comprising current tax, deferred tax and fringe benefit tax is considered while determining the net profit or loss for the year. Current income tax and

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fringe benefit tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. b. Deferred tax assets and liabilities are recognized for future tax consequences attributable to the timing differences between taxable income and accounting income that are capable of reversal in one or more subsequent periods and are measured using tax rates enacted or substantively enacted as at the Balance Sheet date. Deferred Tax Assets are not recognized unless, there is virtual certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. The carrying amount of deferred tax is reviewed at each Balance Sheet date. c. Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. In the year in which the MAT credit becomes eligible to be recognized as an asset in accordance with the Guidance Note issued by the Institute of Chartered Accountants of India, the said asset is created by way of a credit to the profit and loss account. 11. Provisions and Contingencies a. A provision is recognised when there is a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation and in respect of which reliable estimate can be made. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that probably will not require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. 12. Prudential Norms a. The Company continues to be registered as a Non Banking Financial Company classified as a Loan Company and is therefore required to follow the Non–Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 for its NBFC activities. b. The Company recognizes Financial (including consultancy & allied services) and Forex & Remittance business as the two main business activities. Forex activities include Money Transfer activities which have been considered as NBFC activities. For the purpose of identifying Non Performing Assets (NPA) or otherwise, the Company continues to follow generally accepted accounting principles in case of its money changing business and follows the Non–Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 in case of financial and money transfer activities. j. Reasons for fall/increase in total Income and PAT in the past 3 years

March 2009 v/s March 2008: Investments in network expansion of the branch and sub‐agents and investments in technology upgradation resulted in increased operational efficiencies. This has translated into a healthy growth of the Total Income and hence of the Profit after Tax.

March 2008 v/s March 2007: The increase in outbound travel resulted in a shortage of Currency that was available for export in the Foreign Exchange Market, the line of business that the Company is in. This affected the operations of most players in the wholesale segment of the Foreign Exchange Business, and WSFL was no exception with growth in Total Income getting moderated. This affected the growth of the Profit after Tax.

k. Contingent Liabilities: There are no contingent liabilities as on March 31, 2009.

l. Pre and Post Offer Shareholding Pattern of the Target Company

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Shares / Voting Rights agreed to be acquired Shares/Voting rights to be Shareholding & Voting Shareholding & Voting pursuant to the Term acquired in the Open Offer Rights after the Term Rights prior to the Open Sheet which triggered (Assuming full Sheet, Bulk Deal & Open Shareholder Offer the Open Offer and acceptances) Offer Category further acquisition through bulk deal A B C D = A+B+C No. % No. % No. % No. % (1) Promoter and Promoter ------Group a) Parties to the Term ------Sheet Areef Asgar 1,172,000 10.08 (423,605) (3.64) - - - - Patel Patel Holdings 1,256,861 10.81 (1,241,000) (10.68) - - - - Ltd Transways Combines Pvt 4,264,045 36.68 (4,264,045) (36.68) - - - - Ltd Sub Total 6,692,906 57.57 (5,928,650) (51.00) - - - - b) Promoters other than (a) 1,530,502 13.17 (1,243,852) (10.70) - - - - above Total - (1) = 8,223,408 70.74 (7,172,502) (61.70) - - - - (a) + (b) (2) Acquirer ------Spice Investments & Finance - - 7,172,502 61.70 2,325,000 20.00 9,497,502 81.70 Advisors Private Limited. Sub Total - - 7,172,502 61.70 2,325,000 20.00 9,497,502 81.70 (3) Parties to Term Sheet other than (1------a) and (2) above (4) Public (other than parties to ------Term Sheet, Acquirer) Total 4 3,401,592 29.26 - - (2,325,000) (20.00) 21,27.498 18.30 * Total No. Of Shareholders 7,224 ------in public category Grand Total 11,625,000 100.00 - - - - 11,625,100 100.00 (1+2+3+4) • ‐ Includes all shares held by person(s) other than the Acquirer m. WSFL has confirmed that, as per available information, the trading in its shares has never been suspended on BSE. n. WSFL is in compliance with the listing requirements on BSE, and no penal actions have been initiated by BSE. WSFL and the Sellers have confirmed that neither of them has been prohibited by SEBI from dealing in securities, in terms of directions issued under Section 11B of the SEBI Act, or any other regulations framed there under. o. The Promoters and the Target Company have complied with applicable provisions of Chapter II requirements of the Regulations except as set out in the note in paragraph 6(p) below.

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p. The details of the changes in the cumulative Shareholding of the Promoter Group as and when it took place is as follows:

% age of Cumulative Total Paid up Status of Financial No. of Total Method Holding (No. Capital (No. of Complianc Year Shares Sharehol of Shares) Shares) e ding Subscribed to Memorandum, public issue, 1997 - rights issue and acquisition/sale from other 2,488,978 5,625,000 44.25% NA shareholders 1998 -1,500 Acquisition from / Sale to other shareholders 2,487,478 5,625,000 44.22% NA 1999 2,250 Acquisition from / Sale to other shareholders 2,489,728 5,625,000 44.26% NA 2000 -6,700 Acquisition from / Sale to other shareholders 2,483,028 5,625,000 44.14% NA Conversion of Cumulative Convertible Refer Note 2001 6,000,000 8,483,028 11,625,000 72.97% Preference Shares 1 No. 1 2002 2,150 Acquisition from / Sale to other shareholders 8,485,178 11,625,000 72.99% NA 2003 -100 Acquisition from / Sale to other shareholders 8,485,078 11,625,000 72.99% NA 2004 -200 Acquisition from / Sale to other shareholders 8,484,878 11,625,000 72.99% NA 2005 -108,600 Acquisition from / Sale to other shareholders 8,376,278 11,625,000 72.05% NA Refer Note 2006 -651,737 Acquisition from / Sale to other shareholders2 7,724,541 11,625,000 66.45% No. 2 2007 -300 Acquisition from / Sale to other shareholders 7,724,241 11,625,000 66.45% NA 2008 -63,098 Acquisition from / Sale to other shareholders 7,661,143 11,625,000 65.90% NA Complied 2009 573,325 Acquisition from / Sale to other shareholders 8,234,468 11,625,000 70.83% with Apr-Jun 6,950 Acquisition from / Sale to other shareholders 8,241,418 11,625,000 70.89% NA '09 Note: The above table shows the changes in the shareholding of persons constituting the present Promoter Group. Transactions of persons who earlier formed part of the Promoter Group but have since completely disposed off their shareholdings are not covered above. The above table also does not include inter se transfers, if any, within the Promoter Group. The figures above are as per the records of the Company. Further, the sale and purchase transactions shown above are the net figure of all the purchases and sales during the period disclosed. 1. On October 07, 1999, October 14, 1999 and On October 28, 1999 the Company allotted 600,000 Cumulative Convertible Preference Shares (hereafter referred to as “CCPS”) of Rs.100/‐ each aggregating to Rs. 60,000,000 to Promoter Group Companies (OCB Category). These CCPS were subsequently converted to Equity Shares on March 31, 2001 (pari passu to the existing shares of the company). In this regard the requisite disclosures were not made by the Target Company to the Stock Exchanges and SEBI under regulation 3(1) (c) (ii) and regulation 3(1) (4), which resulted into a non availability of exemption under Regulation 11(1). While this may be deemed as a violation of the said sections of the SEBI (SAST) Regulation, the matter was taken up by the Securities Appellate Tribunal (“SAT”) on 29th June 2004 and disposed off in favour of the Target Company. In its judgement, the SAT, while finding the Target Company to be in violation of the said sections, found that there was no substantial gain to the Promoter and Promoter Group and disposed off after the levy of a penalty, the matter pursuant to which the conversion into Equity shares was regularised. 2. There was an inter se transfer between promoters/promoter group entities of 6,000,000 shares in 2006. Pursuant to this transfer, due to an oversight, the requisite disclosures under the provisions of the SEBI (SAST) Regulations were not made. WSFL has filed a letter with SEBI intimating them of the non compliance with the provisions of the SEBI Takeover Regulations on September 22, 2009. Some constituents of the existing Promoter Group did

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not file the requisite disclosures in this matter, and SEBI may take appropriate action in this regard. 3. The break up of the 573,325 shares that were acquired by the Promoter Group in 2008‐09 is as follows: Sale / Name of Promoter 31‐Mar‐08 31‐Mar‐09 Remarks Purchase Constitutes 38,36,798 sold to Wall Asgar Patel 6,096,850 1,260,052 (4,836,798) Street Construction and 10,00,000 gifted to Arif Patel

Constitutes 118,100 acquired from Patel holdings ltd 11,11,741 1,254,111 142,370 Natasha Const. Pvt. Ltd. and 24,270 acquired from open market. Natasha Constn. 129,800 11,700 (118,100) Sold to Patel Holdings Ltd. Pvt. Ltd.

Constitutes 1,000,000 received by Arif Patel 800 1,170,000 1,169,200 way of gift and 1,60,200 acquired through open market purchase. Constitutes 3,900,000 shares devolving upon amalgamation of Reliance Money Wall Street Construction Ltd. and Express Limited & ‐ 4,279,855 4,279,855 3,79,855 acquired through open Group Market.

Acquired 3,836,798 shares from Wall Street Mr. Asgar S. Patel and later on 63,202 ‐ (63202) Construction Ltd. amalgamated with Reliance Money Express Ltd. Promoter Group 7,661,143 8,234,468 573,325

q. Compliance with Corporate Governance: The Target Company has complied with all provisions of Clause 49 of the Listing Agreement, pertaining to Corporate Governance. r. Following are the material Litigations involving WSFL: 1. Department of Customs i. In the matter of M/s WSFL versus Department of Customs (hereafter referred to as the “Ambalal Soni Case” (Application No. 32/2001), the Customs has gone in appeal against the CEGAT order that had acquitted WSFL and other FFMC. The Ambalal Soni Case is still pending in the High Court. The Target Company is of the opinion that the matter is likely to go on for some time; however there is no criminal liability on the directors of the company. ii. Times Travel & Cargo: Prosecution of Wall Street Finance Ltd. launched in Magistrate’s Court, along with other accused. No Director / Official named. Still in initial stage. Discharge application filed on 18.5.2004. The Company has filed further documents like High Court order and CESTAT Order which is in its favor. Customs filed an application on 16.10.2007 that they are still considering the matter of filing an appeal against the CESTAT order. Next date is 24.9.2009. In the meanwhile the Company had filed a Cr. Application u/s.482 in High Court for quashing the prosecution. It came up for hearing on 17.7.2008 and was admitted and prosecution stayed. Matter is pending in High Court. The Customs have filed a summary suit in the High Court against Arab Financial Services, Wall Street Finance Ltd. and Times Travel for recovery of equivalent value of USD 70000 TCs seized and confiscated by them. The High Court has passed an order

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rejecting WSFL’s application for removal of the Company from this matter. The company has filed an appeal to the Divisional Bench against this order, which was rejected on 23.10.2008. No Criminal Liability on Directors. iii. In a case filed by the Air Intelligence Unit against one Abdul Farid Shaikh, a penalty of Rs. 50,000 has been imposed on the company. An appeal has been filed in CESTAT and the issued a stay on the penalty until the case is disposed off. WSFL is of the opinion that there is no criminal liability on the Directors. 2. Cases filed by Employees i. One S.C. Gupta, Branch Manager, Jalandhar, who was terminated, had filed a case for settlement of his dues. The additional civil judge had ruled in his favor and had awarded him a compensation of Rs. 132,000/‐. WSFL has appealed against this order in the High Court. ii. One Milton Fernandes, Assistant Manager, Panaji Branch, who was terminated in May 2000, had filed a Civil Suit against the Company. The Civil Judge, Panaji had ordered the company to pay Rs.100,000/‐ as compensation. WSFL has appealed against this order in the High Court. 3. Cases pertaining to Land / Leasing of Land i. The landlord of the Ludhiana premises, where WSFL has an office, had filed an eviction case against the company. The case was ruled in favor of WSFL. The party has filed a suit before the Civil Judge for compensation. 4. Cases Filed By WSFL i. Suit filed in Bombay High Court No. 415 of 2004 against Oriental Insurance Company for settlement of claim. On 19.12.1996, one of the employees who was going from Cochin office to Bangalore Office in 2006 with Foreign Currency of 36,00000 /‐ had disappeared. The company filed a police compliant and the insurance company had paid up Rs. 14,59,995/‐. A suit has been filed against the company for the balance amount of 21,40005/‐ including interest which is pending in the High Court. ii. There was a robbery at the Company’s Mohd Ali Road office in January 2004. The Insurance Company had not settled the claim vide their letter dated 18.9.2008, and hence the company has filed a suit on 10.11.2008 No. 3451/2008 against M/s Oriental for Rs. 39,395,085/‐ towards loss amount and interest at 18% from the date of incident till the date of the filing of the suit. iii. There are 235 cases that have been filed by WSFL u/s 138 of the Negotiable Instruments Act which is part of assets securitized to Wall Street Securities and these do not any bearing on WSFL. s. Details of the Compliance Officer are as follows: Navin P Joshi, Company Secretary. Wall Street Finance Limited, Unit No. 101‐112, First Floor, Chintamani Plaza, Andheri‐Kurla Road, Chakala, Andheri (East), Mumbai ‐ 400 099; Phone: +91 22 2642 8804; Fax: +91 22 2641 0911; Email: [email protected]

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7. OFFER PRICE AND FINANCIAL ARRANGEMENTS

7.1 JUSTIFICATION OF OFFER PRICE a. The Equity Shares of the Target Company are listed on Bombay Stock Exchange Limited (BSE). b. The Equity Shares of the WSFL are not infrequently traded on BSE (source: www.bseindia.com) within the meaning of explanation (i) to Regulation 20(5) of the SEBI (SAST) Regulations. The annualized trading turnover based during the preceding six months i.e., March 2009 to August 2009 in each of stock exchanges is as under:

Total no. of shares traded Total no. of shares traded Total No. of Annualized Name of during the 6 calendar during the 6 calendar listed Trading Stock months prior to the month months prior to the month Shares turnover(as a % Exchange in which PA is made in which PA is made to total listed (Annualized) shares) BSE 17,82,923 35,65,846 1,16,25,000 30.70% Source: www.bseindia.com Based on the information available, the equity shares of WSFL are only traded on the BSE (source: bseindia.com) within the meaning of explanation (i) to Regulation 20 (4) of the SEBI (SAST) Regulations. c. The Offer Price of Rs. 55.50 (Rupees fifty five and paise fifty only) per equity share is justified in terms of Regulation 20(4) of SEBI (SAST) Regulations in view of the following: Particulars Price a1) Negotiated price as per the Term Sheet Rs. 52 per share a2) Open market bulk deal share price Rs. 55 per share a3) Off market share purchase Rs. 52 per share b) Highest Price paid by the Acquirer for acquisition, including by way of allotments in a public or rights issue or Preferential issue, if any, during 26 weeks period prior to the Not Applicable date of Public Announcement c) The average of the weekly High and Low of the closing prices of the shares of the Target Company on the stock exchange where it is most frequently traded, during Rs. 55.41 per share 26 weeks period preceding the date of the Public Announcement d) The average of the daily High and Low of the prices of the shares of the Target Company on the stock exchange where it is most frequently traded, during the 2 Rs. 54.18 per share week period preceding the date of the Public Announcement d. Based on the aforementioned information, in the opinion of the Manager to the offer and the Acquirer, the offer price of Rs. 55.50/‐ (Rupees Fifty Five and Paise Fifty only) per Fully paid up Share and Rs. 10.40/‐ per Partly paid‐up share (computed as Offer Price reduced by calls in arrears of Rs. 5/‐ per share in terms of Regulation 20(10) of the SEBI (SAST) Regulations) is justified in terms of 20(5). e. The calculation of the price for the partly paid up shares, we have arrived at the value based on the calculation detailed below: 1. Calculation of Calls in Arrears Wall Street Finance Limited had a rights issue in 1992 where in the existing shareholders were entitled to rights shares at a price of Rs 30/‐ (Rs.10/‐ face value and Rs.20/‐ being the premium). The payment for the rights was divided into two parts viz. Rs. 15/‐ on Application and Rs. 15/‐ on allotment. The allotment of the shares was done subsequent to the closing of the issue and a call was made on 19th November 1992 to those whom the shares had been allotted. The Letter of Offer for the Rights Issue, in its terms of payment states that “Failure to pay amounts due on allotment on or before the date specified for the payment will render the allottee liable to pay interest @12%p.a. on the amount outstanding from the appointed date to the date of the actual payment. Failure to pay the amounts as aforesaid shall also render the Equity Shares liable to forfeiture pursuant to the provisions contained in the Articles of Association of the Company”.

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As per the information available in the last filing, the shares on which the calls were due had not been forfeited and are liable to bear interest on the amount outstanding. 2. Calculation of Interest With reference to the provision of SEBI (SAST) Regulations, read with the terms of payment as detailed in the Letter of Offer of the aforementioned rights shares, the Interest on the calls in arrears is payable from 19‐Dec‐1992 to 7‐Sept‐2009 (both days inclusive). This works out to 6,103 days. The detailed calculation is given in the table below: Year No. of Days Interest 19 Dec 1992‐31 Dec 1992 13 0.06 1993 365 1.80 1994 365 1.80 1995 365 1.80 1996 365 1.80 1997 365 1.80 1998 365 1.80 1999 365 1.80 2000 365 1.80 2001 365 1.80 2002 365 1.80 2003 365 1.80 2004 365 1.80 2005 365 1.80 2006 365 1.80 2007 365 1.80 2008 365 1.80 1.Jan 2009‐ 7.Sept 2009 250 1.23 Total 6,103 30.10 Hence, as per Regulation 20(10) of the SEBI (SAST) Regulation, the value of interest due on the calls in arrears is Rs.30.10/‐. Thus, the total calls in arrear is Rs. 45.10/‐ (Rs. 15/‐ towards call plus Rs.30.10/‐ towards interest). This will be reduced from the Offer Price to arrive at the price to be offered to shareholders who are holding shares on which the calls are due. f. The weekly price and volume data of the Target Company on BSE: For the 26‐week period prior to the date of the public announcement i.e. September 08, 2009, is as under: Sr.No. Week Ending High Price Low Price Average Volume for the week 1 Monday, September 07 2009 58.20 50.60 54.40 6,735,491.00 2 Monday, August 31 2009 56.05 51.90 53.98 217,304.00 3 Monday, August 24 2009 53.95 51.85 52.90 17,149.00 4 Monday, August 17 2009 54.95 52.40 53.68 22,600.00 5 Monday, August 10 2009 56.05 53.20 54.63 26,558.00 6 Monday, August 03 2009 57.30 53.35 55.33 33,230.00 7 Monday, July 27 2009 58.90 52.25 55.58 99,946.00 8 Monday, July 20 2009 52.45 50.00 51.23 11,732.00 9 Monday, July 13 2009 53.55 48.20 50.88 9,156.00 10 Monday, July 06 2009 59.05 54.55 56.80 51,742.00 11 Monday, June 29 2009 63.25 61.45 62.35 51,360.00 12 Monday, June 22 2009 60.25 57.20 58.73 66,292.00 13 Monday, June 15 2009 61.50 55.25 58.38 53,447.00 14 Monday, June 08 2009 67.95 61.40 64.68 131,643.00 15 Monday, June 01 2009 62.70 56.20 59.45 105,460.00 16 Monday, May 25 2009 60.60 56.80 58.70 90,305.00 17 Friday, May 15 2009 55.35 53.90 54.63 15,162.00

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Sr.No. Week Ending High Price Low Price Average Volume for the week 18 Monday, May 11 2009 58.85 55.60 57.23 60,724.00 19 Monday, May 04 2009 58.25 57.55 57.90 40,273.00 20 Monday, April 27 2009 65.10 54.05 59.58 181,212.00 21 Monday, April 20 2009 56.40 52.60 54.50 59,340.00 22 Monday, April 13 2009 55.00 52.40 53.70 24,137.00 23 Monday, April 06 2009 50.40 44.75 47.58 22,796.00 24 Monday, March 30 2009 50.85 45.40 48.13 14,583.00 25 Monday, March 23 2009 54.40 49.15 51.78 34,424.00 26 Monday, March 16 2009 55.80 52.30 54.05 48,702.00 26 Weeks Average 55.41 (Source: www.bseindia.com) The average of daily high and low prices of the Equity shares of WSFL during the 2 week period preceding the date of the PA i.e. September 08, 2009 is given below:

Day No. Column1 Date High Price Low Price H/L average Vole for the Day 1 Monday 07-Sep-09 61.40 54.55 57.98 1,853,034 2 Friday 04-Sep-09 61.40 52.15 56.78 317,861 3 Thursday 03-Sep-09 55.85 52.00 53.93 4,368,353 4 Wednesday 02-Sep-09 52.85 50.50 51.68 58,036 5 Tuesday 01-Sep-09 55.60 50.45 53.03 138,207 6 Monday 31-Aug-09 57.20 52.55 54.88 151,781 7 Friday 28-Aug-09 57.80 50.00 53.90 41,362 8 Thursday 27-Aug-09 54.90 52.70 53.80 6,109 9 Wednesday 26-Aug-09 54.00 52.10 53.05 11,765 10 Tuesday 25-Aug-09 54.00 51.50 52.75 6,287 2 Weeks Average 54.18 g. In the opinion of the Manager to the Offer and the Acquirer, the Offer Price is justified in terms of Regulation 20(11) of SEBI (SAST) Regulations. h. There was no non‐compete agreement or payment of non‐compete fee to any person by the Acquirer. i. As per the Regulations, the Acquirer can revise the Offer Price upwards up to 7 working days prior to the closure of this Offer and the revision, if any, in the Offer Price would be announced in the same newspapers where the Public Announcement has appeared and the revised price will be paid for all Shares acquired pursuant to this Offer. j. If the Acquirer acquires shares after the date of Public Announcement up to 7 working days prior to the close of the Offer at a price higher than the Offer Price, then the highest price paid for such acquisition shall be payable for all the valid acceptances received under the Offer, provided no such acquisition shall be made by the Acquirer during the last seven working days prior to the closure of the Offer

7.2 FINANCIAL ARRANGEMENT a. The Acquirer has adequate financial resources to fund the Offer and has made firm financial arrangements for the implementation of the Offer in full out of their own sources/net worth and no borrowings from any Bank and/or Financial Institution are envisaged for the maximum consideration. Further, the Acquirer has passed a board resolution that funds equivalent of the maximum consideration will always be invested in liquid assets and will not be utilized for any other purpose till the completion of its obligation under the Offer. b. The auditor of the Acquirer, i.e. M/s. Gupta, Garg & Agrawal, Chartered Accountants, (Membership No. 012399 of the Institute of Chartered Accountants of India), G‐55, Royal Palace, 2nd Floor, Laxmi Nagar, Vikas Marg, New Delhi‐ 110 092, has provided a funds sufficiency certificate vide their letter dated

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September 07, 2009. (“Fund Sufficiency Certificate”) based on the owned funds that the Acquirer has sufficient means and capability for meeting its obligations under the SEBI (SAST) Regulations. c. The total financial resources required for this Offer, assuming full acceptance at the Offer Price will be Rs. 12,90,37,500 /‐ (Rupees twelve crores ninety lacs thirty seven thousand five hundred only ) (“Maximum Consideration”). In accordance with Regulation 28 of the SEBI (SAST) Regulations, the Acquirer has opened an Escrow Account in HDFC Bank, Fort branch, at Mankji Wadia Building, Nanek Motwane Marg, Fort, Mumbai 400 021 (“Escrow Banker”) and made their a cash deposit of Rs. 13,20,00,000/‐ (Rupees Thirteen Crore Twenty Lacs only) being in excess of 100% of the consideration payable in the Open Offer. d. The Manager to the Offer i.e. IDBI Capital Market Services Limited is authorized to operate the above‐ mentioned Escrow Account to the exclusion of all others and to instruct the Escrow Banker to issue cheques/pay orders/demand drafts/ECS credit, if any, in terms of and as per the provisions contained in the SEBI (SAST) Regulations. e. The Acquirer have confirmed vide their letter dated September 07, 2009 that firm financial arrangements have been made for the implementation of the Offer in full out of their own sources/Net Worth and no borrowings from any bank and/or financial institutions is envisaged. The sources of funds would be own funds. f. Based on the aforesaid financial arrangements and based on the confirmations received from the Escrow Banker and the Chartered Accountant, Manager to the Offer is satisfied about the ability of the Acquirer to implement the Offer in accordance with the SEBI (SAST) Regulations. The Manager to the Offer confirms that the firm financial arrangements for funds and money for payment through verifiable means are in place to fulfill the Offer obligations of the Acquirer.

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8. TERMS AND CONDITIONS OF OFFER a. The Acquirer made a Public Announcement on September 08, 2009. This Offer is being made to all the Equity Shareholders of Target Company (except the Acquirer, existing Promoter/Promoter group of WSFL and parties to the Term Sheet). The Letter of Offer together with the Form of Acceptance cum Acknowledgement (“FOA”) the Form of Withdrawal (“FOW”) and the Transfer Deed (“TD”) (for shareholders holding shares in physical form) will be mailed to the shareholders of the Target Company (except the Acquirer, existing Promoter/Promoter group of WSFL and parties to the Term Sheet) whose names appear on the register of members of the Target Company and to the beneficial owners of the equity shares of the Target Company, whose names appear as beneficiaries on the records of the respective depositories, at the close of business on September 08, 2009 (“Specified Date”). b. The Offer is not conditional on any minimum level of acceptances. c. Accidental omission to dispatch this Letter of Offer or the non‐receipt or delayed receipt of this Letter of Offer will not invalidate the Offer in any way. d. Any Shares that are subject matter of litigation or are held in abeyance due to pending court cases/ attachment order(s) / restriction from other statutory authorities, wherein the shareholder(s) may be precluded from transferring the Shares during pendency of the said litigation are liable to be rejected in case directions/orders of the Court/relevant statutory authority permitting transfer of these Shares are not received together with the Shares tendered under the Offer. The Letter of Offer in some of these cases, wherever possible, would be forwarded to the concerned statutory authorities for further action at their end. e. The acceptance of the Offer made by the Acquirer is entirely at the discretion of the Shareholders of the Target Company. The Acquirer does not accept any responsibility for the decision of any Shareholder to either participate or to not participate in the Offer. The Acquirer will not be responsible in any manner for any loss of Share certificate(s) and Offer acceptance documents during transit and the shareholders of the Target Company are advised to adequately safeguard their interest in this regard. The acceptance must be unconditional and should be absolute and unqualified. f. Incomplete acceptances, including non‐submissions of necessary enclosures, if any, are liable to be rejected. Further, in case, the documents / forms submitted are incomplete and / or if they have any defect or modifications, the acceptance is liable to be rejected. g. The Acquirer will acquire the Shares, free from all liens, charges and encumbrances and together with all rights attached thereto, including the right to all dividends, bonus and rights declared hereafter. Shares that are subject to any charge, lien or encumbrance are liable to be rejected. h. All owners (registered or unregistered) of shares of the Target Company (except the Acquirer and parties to the Term Sheet) holding shares at any point of time before the closure of the offer are eligible to participate in the Offer any time before the closure of the Offer. Unregistered owners can send their application in writing to the Registrar to the Offer, on a plain paper stating the Name, Address, number of shares held, number of shares offered, Distinctive numbers, Folio number, together with the original Share Certificate(s), valid transfer deeds and the original contract notes issued by the broker through whom they acquired their shares. No indemnity is required from the unregistered owners. i. The instructions and provisions contained in the Form of Acceptance and Form of Withdrawal constitute an integral part of the terms of this Offer. j. The Securities Transaction Tax will not be applicable to the Equity Shares accepted in the Offer.

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9. STATUTORY/OTHER APPROVALS REQUIRED FOR THE OFFER a. The Offer is subject to the approval from Reserve Bank of India (“RBI”) under the Foreign Exchange Management Act, 1999 (“FEMA”), if any, for acquisition of equity shares by the Acquirer from non‐ resident persons under the Offer. b. The Shares that are tendered in the Offer may be those held by Non‐Resident Indians or persons resident outside India who are not Non‐Resident Indians, including Overseas Corporate Bodies, if any, holding shares in the Company who may be persons not covered by specific provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000. The Offer is, therefore, subject to the receipt of the approval, if any, of the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations made there under for the acquisition of equity shares by the Acquirer from the aforesaid category of shareholders under the Offer and other related matters. c. To the best knowledge and belief of the Acquirer, as on the date of the Public Announcement, no other statutory approvals are required to acquire the equity shares tendered pursuant to this Offer. However, the Offer would be subject to all statutory approvals that as may be required and/or may subsequently become necessary, to acquire Equity Shares at a later date, before completion of the Offer. Acquirer will not proceed with the Offer in the event any statutory approval indicated herein, is not obtained in terms of Regulation 27 of the SEBI (SAST) Regulations. d. In case of delay in receipt of any statutory approvals, SEBI has power to grant extension of time to Acquirer for payment of consideration to the shareholders, who have validly tendered their shares, subject to Acquirer agreeing to pay interest for the delayed period as directed by SEBI in terms of Regulation 22(12) of the SEBI (SAST) Regulations. Further, if the delay occurs on account of willful default by Acquirer in obtaining the requisite approvals, Regulation 22(13) of the SEBI (SAST) Regulations will also be applicable. e. The Acquirer shall complete all procedures relating to the Offer within a period of 15 days from the date of closure of Offer. In case of delay, due to non‐receipt of statutory approvals, as per Regulation 22(12), SEBI may, if satisfied that the non‐receipt of approvals was not due to willful defaults or negligence on part of the Acquirer, grant an extension for the purpose of completion of the Offer subject to the Acquirer is paying interest to the shareholders, at such rates as may be specified by the SEBI. f. The Acquirer will have the right to make payment to resident Shareholders and nonresident Shareholders in respect of whom no RBI Approval is required and not accept Equity Shares from nonresident Shareholders in respect of whom prior RBI approval is required in the event that the aforesaid RBI Approval(s) contemplated in paragraph 9(b) is refused. g. In case of delay in the RBI Approval contemplated in point 9(b) above, the Acquirer has the option to make payment to the resident Shareholders and non‐resident shareholders in respect of whom no RBI Approval is required who have validly tendered their Equity Shares in the Offer as per the basis of acceptance, if any. Also, in the event Offer is oversubscribed, the Registrar will hold in trust the Shares/Share Certificates or Equity Shares held in credit of the special depository account for the nonresident Shareholders in respect of whom no RBI Approval is required till the approval from RBI is received for acquiring Shares from non‐resident Shareholders in respect of whom prior RBI Approval is required. h. Non‐Resident shareholders should enclose a copy of the RBI permission received by them required, if any, for acquiring Equity Shares held by them in the Target. In case the RBI permission is not submitted, the Acquirer reserves the right to reject such Equity Shares tendered in the Offer. i. Any consent(s) required from Banks, pursuant to any outstanding loan agreements shall be obtained before the Offer Opening Date.

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10. PROCEDURE FOR ACCEPTANCE AND SETTLEMENT a. Shareholders who wish to tender their equity shares will be required to send the Form of Acceptance cum Acknowledgement, original Share Certificate(s) and Transfer Deed(s) duly signed to the Registrar to the Offer – Karvy Computershare Pvt Ltd‐unit‐ WSFL‐Open Offer”, Plot No 17‐24, Vithalrao Nagar, Madhapur, Hyderabad 500 081, Tel: +91 40 2342 0815‐23 Fax: +91 40 2343 1551 (“Registrar to the Offer”) either by hand delivery on weekdays or by Registered Post, on or before the Close of the Offer, i.e. Monday, February 08, 2010 not later than 1600 hours in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance Cum Acknowledgement. b. The Registrar to the Offer – Karvy Computershare Private Limited, has opened a special depository account with NSDL called, “KCPL Escrow A/C – WSFL ‐ Open Offer”. The name of the Depository Participant (“DP”) is Karvy Stock Broking Limited, the DP ID is IN300394 and the Client ID is 17355654. Shareholders having their beneficiary account in CDSL have to use the inter‐depository delivery instruction slip for the purpose of crediting their shares in favor of the special depository account with NSDL. c. Beneficial owners (holders of shares in dematerialized form) who wish to tender their shares will be required to send their Form of Acceptance Cum Acknowledgement along with the photocopy of the delivery instruction in “Off‐market” mode or counterfoil of the delivery instructions in “Off‐market” mode, duly acknowledged by the Depository Participant (“DP”), in favor of the special depository account to the Registrar to the Offer – Karvy Computershare Pvt Ltd., either by hand delivery (at collection centres) on weekdays or by Registered Post (at Hyderabad), on or before the Close of the Offer, i.e. Monday, February 08, 2010 not later than 1600 hours in accordance with the instructions specified in the Letter of Offer and in the Form of Acceptance Cum Acknowledgement. The credit for the delivered shares should be received in the special depository account on or before close of Offer, i.e. Monday, February 08, 2010 not later than 1600 hours. d. The equity shareholders of the Target Company, who wish to avail of and accept the Offer, can deliver the Acceptance Form along with all the relevant documents at any of the collection centres below in accordance with the procedure as set out in the Letter of Offer. All the centres mentioned herein below would be open as follows: Collection Phone Mode of Address of Collection Centres Contact Person Fax Centre No. delivery Karvy Computershare. Pvt Ltd. 26-30, Fort Foundation Bldg, Hand Maharashtra Chamber. Of 022- 022- Mumbai Ms.Nutan Shirke Delivery Commerce. Lane, Opp. MSC Bank, 66382666 66331135 Fort Mumbai – 400 023 Karvy Computershare. Pvt Ltd. Mr. Rakesh Kr 105-108, Arunachal Bldg., 011- 011- Hand Jamwal / Mr. New Delhi 19, Barakhamba Road, New Delhi - 43509200 41036370 Delivery Vinod Singh Negi 110 001 Karvy Computershare. Pvt Ltd. Mr. Aditya Gupta/ 079- 201-203,Shail, Opp. Madhusudhan 079- Hand Ahmadabad Mr. Robert 26400528/ House, Behind Girish Cold Drinks 26565551 Delivery Joeboy 66614772 Off C G Road Ahmadabad ~ 380 006 Hand Karvy Computershare. Pvt Ltd. 040- Ms. Rinki Sareen 040- Delivery/ Hyderabad Plot No 17-24, Vithalrao Nagar, 23420818 23431551 Regd Madhapur, Hyderabad 500 081 -23 Post Karvy Computershare Pvt Ltd, 0265- Vadodara Hand Piccadilly, Office no 5, Jabalpure, Mr. Rahul Patel 6640870/8 N A Delivery Vadodara 390005 71 The documents can be tendered at the above centres between 10 am to 4 pm from Monday to Friday and between 10 am to 1 pm on Saturday. The centres will be closed on Sundays and Public Holidays.

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e. For Shares held in physical form: Registered Shareholders should enclose: 1. Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the Share certificates. 2. Original Share certificate(s). 3. Valid share transfer deed / form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with WSFL and duly witnessed at the appropriate place. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a Magistrate/ Notary Public/ Bank Manager under their official seal. The details of buyer should be left blank failing which, the tender will be invalid under the Offer. 4. In case of non receipt of the aforesaid documents, but receipt of the original Share certificate(s) and transfer deed(s) duly signed, the Offer shall be deemed to have been accepted. Unregistered owners should enclose: 1. Form of Acceptance duly completed and signed in accordance with the instructions contained therein. 2. Original Share certificate(s). 3. Original broker contract note. 4. Valid share transfer deed(s) as received from market. The details of buyer should be left blank failing which, the tender will be invalid under the Offer. Unregistered shareholders should not sign the transfer deed. The transfer deed should be valid for transfer. No indemnity is required from unregistered shareholders. The details of the buyer will be filled upon verification of the Form of Acceptance & other documents and the same being found valid. All other requirements for valid transfer will be preconditions for acceptance. f. For Shares held in dematerialized form: Beneficial owners should enclose: 1. Form of Acceptance duly completed and signed in accordance with the instructions contained therein, by all the beneficial owners whose names appear in the beneficiary account, as per the records of the respective depository. 2. Photocopy of the delivery instruction in “Off‐market” mode or counterfoil of the delivery instruction in “Off‐market” mode, duly acknowledged by DP in favor of the special depository account (please see below) before the close of business hours on Offer Closing Date. The Registrar to the Offer has opened a special depository account details of which are as follows: DP Name Karvy Stock Broking Limited DP ID IN300394 Client ID 17355654 Account Name KCPL Escrow A/C – WSFL ‐ Open Offer Depository NSDL For each delivery instruction, the beneficial owner should submit a separate Form of Acceptance. Beneficial owners having their beneficiary accounts with CDSL have to use inter‐depository delivery instruction slip for the purposes of crediting their Shares in favor of the special depository account with NSDL. In case of non receipt of the aforesaid documents, but receipt of the Shares in the special depository account, the Offer shall be deemed to be accepted. The Forms of Acceptance of such demat shares not credited in favor of the special depository account, before the Offer Closing Date will be rejected.

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g. Shareholders should also provide all relevant documents, which are necessary to ensure transferability of the Shares in respect of which the Form of Acceptance is being sent failing which the tender would be considered invalid and would be liable to be rejected. Such documents may include (but not be limited to): 1. Duly attested death certificate and succession certificate (in case of single shareholder) in case the original shareholder has expired. 2. Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or transfer deed(s). 3. No objection certificate from any lender, if the Shares in respect of which the acceptance is sent, were under any charge, lien or encumbrance. 4. In case of companies, the necessary certified corporate authorizations (including board and/or general meeting resolutions). h. The Share certificate(s), share transfer form, Form of Acceptance and other documents, if any should be sent only to the Registrar to the Offer, at the collection centers mentioned in paragraph 10(d). They should not be sent to the Manager to the Offer or the Acquirer or the Target Company. i. The minimum marketable lot for the purposes of acceptance, for both physical and demat shares, would be one Share. j. In case of non‐receipt of the Letter of Offer / Form of Acceptance / Form of Withdrawal, eligible shareholders and unregistered owners (including beneficial owners) may download the same from SEBI’s website http://www.sebi.gov.in or obtain a copy of the same by writing to the Registrar to the Offer at the collection centres set out above clearly marking the envelope “Karvy Computershare Private Limited – unit – WSFL ‐ Open Offer” by providing suitable documentary evidence of the acquisition of the Shares or make the acceptance on plain paper. Shareholders holding Shares in physical form may send an application to the Registrar to the Offer, stating on plain paper their name, address, folio number, number of Shares held, distinctive numbers, number of Shares offered, bank particulars along with original Share Certificate(s), duly signed & witnessed transfer form(s), on or before the close of the Offer, i.e. Monday, February 08, 2010 no later than 1600 hours. Beneficial owners may send an application to the Registrar to the Offer, stating on plain paper their name, address, DP name, DP ID, beneficiary account number, number of Shares held, number of Shares offered, bank particulars, photocopy of the delivery instructions in “Off‐market” mode or a counterfoil of the delivery instructions in ”Off‐market” mode duly acknowledged by the DP in favor of the special depository account mentioned above, as may be relevant, to the collection centres on or before the close of business on the Offer Closing Date , i.e. by Monday, February 08, 2010 no later than 1600 hours. The acceptance should be signed by all the shareholders as per the registration details available with WSFL/ Depositories and should be sent to the Registrar to the Offer in an envelope clearly marked “Karvy Computershare Private Limited – unit – WSFL ‐ Open Offer”. It may be noted that no indemnity is required from unregistered shareholders. k. In case any person has submitted Shares in physical form for dematerialization and such dematerialization has not yet been effected, the concerned shareholder may apply in the Offer as per instructions mentioned above together with a photocopy of the completed dematerialization request form acknowledged by shareholder’s DP. Such shareholders should ensure that the process of getting the Shares dematerialized is completed well in time so that the credit of the Shares to the special depository account is completed on or before the Offer Closing Date, failing which such an acceptance would be rejected. A copy of delivery instructions acknowledged by the DP in favor of the special depository account should be forwarded to the collection centre where the Form of Acceptance and other documents were tendered, before the close of business on the Offer Closing Date. l. As per the provisions of section 196D (2) of the Income Tax Act, 1961, and as amended (“Income Tax Act”), no deduction of tax at source shall be made from any income by way of capital gains arising from the transfer of securities referred to in section 115AD payable to a Foreign Institutional Investor (“FII”) as defined in section 115AD of the Income Tax Act. However, while tendering their Equity Shares under

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the Offer, Non Resident Indians, Overseas Corporate Bodies and other Non‐Resident Shareholders will be required to submit a No Objection Certificate (“NOC”) or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate from Income Tax authorities under the Income Tax Act indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case the aforesaid NOC or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category of shareholders on the entire consideration amount payable to such shareholders. Non Resident Shareholders should also submit copy of the permission received from Reserve Bank of India for acquisition of the shares of Target Company. In case of its non‐submission, Acquirer reserves its right to reject the shares tendered in the Offer. m. In terms of Regulation 22(5A) of the SEBI (SAST) Regulations, equity shareholders desirous of withdrawing the acceptance tendered by them in the Offer, may do so up to 3 (three) working days prior to the date of closure of the Offer. The withdrawal option can be exercised by submitting the documents as per the instructions below, so as to reach the Registrar to the Offer at any of the collection centres mentioned above as per the mode of delivery indicated therein on or before Wednesday, February 03, 2010. The withdrawal option can be exercised by submitting the following: 1. For Equity Shares held in Dematerialized form: Beneficial owners should enclose: i. Duly signed and completed Form of Withdrawal accompanying the LOF. The signature(s) should be attested by the depository participant. ii. Acknowledgement slip in original/copy of the Form of Acceptance submitted by registered post. iii. Photocopy of the delivery instruction in “Off‐market” mode or counterfoil of the delivery instruction in “Off‐market” mode, duly acknowledged by the depository participant. 2. For Equity Shares held in physical form: Registered Shareholders should enclose: i. Duly signed and completed Form of withdrawal accompanying the LOF. ii. Acknowledgement slip in original/copy of the Form of Acceptance submitted by registered post. iii. In case of partial withdrawal, valid Share Transfer Form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Target Company and duly witnessed at the appropriate place. Unregistered owners should enclose: i. Duly signed and completed Form of Withdrawal. ii. Acknowledgement slip in original/Copy of the Form of Acceptance submitted by registered post. In case of non‐receipt of Form of Withdrawal, the withdrawal option can be exercised by making an application on plain paper along with the following details: i. In case of physical shares: Name, Address, Distinctive numbers, Folio number, number of shares tendered/withdrawn; and

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ii. In case of dematerialized shares: Name, Address, number of shares offered/withdrawn, DP name, DP ID, beneficiary account number and a photocopy of the delivery instruction in “Off market” mode or counterfoil of the delivery instruction in “Off‐market” mode, duly acknowledged by the DP, in favor of the special depository account. iii. Acknowledgement slip in original/Copy of the Form of Acceptance submitted by registered post. n. The withdrawal of shares will be available only for the shares certificates/shares that have been received by the Registrar to the Offer/credited to Special Depository Account o. The Registrar to the Offer will hold in trust the shares/ share certificates, shares lying in credit of the special depository account, Form of Acceptance cum Acknowledgement, if any, and the transfer form(s) on behalf of the shareholders of the target company who have accepted the Offer, till the cheques/ drafts for the consideration and/or the unaccepted shares/ Share Certificates are dispatched/ returned. p. If the aggregate of the valid responses to the Offer exceeds the Offer size, then the Acquirer shall accept the valid applications received on a proportionate basis in accordance with Regulation 21(6) of the SEBI (SAST) Regulations. As the shares of WSFL are compulsorily traded in dematerialized form, therefore minimum acceptance / marketable lot will be one share. q. Unaccepted / Rejected Share Certificates, Transfer Deeds and other documents, if any, will be returned by Registered Post at the shareholders/ unregistered owners sole risk to the sole/ first shareholder. Unaccepted / Rejected shares held in demat form will be credited back to the beneficial owners depository account with the respective depository participant as per the details furnished by the beneficial owner in the Form of Acceptance cum Acknowledgement. It will be the responsibility of the equity shareholders to ensure that the unaccepted Shares are accepted by their respective depository participants when transferred by the Registrar to the Offer. Shareholders holding Shares in dematerialized form are requested to issue the necessary standing instruction for receipt of the credit, if any, in their DP account. Shareholders should ensure that their depository account is maintained till the Offer formalities are completed. r. Shareholders, who have sent their shares for dematerialization, need to ensure that the process of getting their shares dematerialized is completed well in time so that the credit in the special depository account is received on or before the date of Closure of the Offer, i.e., not later than Monday, February 08, 2010 else their application would be rejected. s. Mode of making payment: 1. The payment of consideration, if any, would be done through any of the following modes: 2. Electronic Clearing System (ECS) – Payment of consideration would be done through ECS for applicants having an account at any of the following 68 centers: Ahmedabad, Bangalore, Bhubaneswar, Kolkata, Chandigarh, Chennai, Guwahati, Hyderabad, Jaipur, Kanpur, Mumbai, Nagpur, New Delhi, Patna, Thiruvananthapuram (managed by RBI); Baroda, Dehradun, Nashik, Panaji, Surat, Trichy, Trichur, Jodhpur, Gwalior, Jabalpur, Raipur, Calicut, Siliguri (Non‐MICR), Pondicherry, Hubli, Shimla (Non‐MICR), Tirupur, Burdwan (Non‐MICR), Durgapur (Non‐MICR), Sholapur, Ranchi, Tirupati (Non‐MICR), Dhanbad (Non‐MICR), Nellore (Non‐MICR) and Kakinada (Non‐MICR) (managed by State Bank of India); Agra, Allahabad, Jalandhar, Lucknow, Ludhiana, Varanasi, Kolhapur, Aurangabad, Mysore, Erode, Udaipur, Gorakpur and Jammu (managed by Punjab National Bank);Indore (managed by State Bank of Indore); Pune, Salem and Jamshedpur (managed by Union Bank of India); Visakhapatnam (managed by Andhra Bank); Mangalore (managed by Corporation Bank); Coimbatore and Rajkot (managed by Bank of Baroda); Kochi/Ernakulum (managed by State Bank of Travancore); Bhopal (managed by Central Bank of India); Madurai (managed by Canara Bank); Amritsar (managed by Oriental Bank of Commerce); Haldia (Non‐MICR) (managed by United Bank of India); Vijaywada (managed by State Bank of Hyderabad); and Bhilwara (managed by State Bank of Bikaner and Jaipur). This mode of payment

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of consideration would be subject to availability of complete bank account details including the MICR code as appearing on a cheque leaf, from the depositories. The payment of consideration through ECS is mandatory for applicants having a bank account at any of the abovementioned 68 centers, except where the applicant, being eligible, opts to receive payment through direct credit or RTGS. 3. Direct Credit – Applicants having bank accounts with HDFC Bank Limited, shall be eligible to receive consideration through direct credit. Charges, if any, levied by the Bank for the same would be borne by the Acquirer. 4. RTGS – Applicants having a bank account at any of the abovementioned 68 centres and whose consideration amount exceeds Rs.1,000,000 (Rupees Ten Lacs only), have the option to receive payment through RTGS. Such eligible applicants who indicate their preference to receive payment through RTGS are required to provide the IFSC code in the Form of Acceptance. In the event the same is not provided, payment shall be made through ECS. Charges, if any, levied by the HDFC Bank Limited for the same would be borne by the Acquirer. Charges, if any, levied by the applicant’s bank receiving the credit would be borne by the applicant. 5. National Electronic Fund Transfer (NEFT) – Payment of consideration shall be undertaken through NEFT wherever the applicants’ bank has been assigned the Indian Financial System Code (IFSC), which can be linked to a Magnetic Ink Character Recognition (MICR), if any, available to that particular bank branch. IFSC will be obtained from the website of RBI as on a date immediately prior to the date of payment of consideration, duly mapped with MICR numbers. Wherever the applicants have registered their nine digit MICR number and their bank account number while opening and operating the demat account, the same will be duly mapped with the IFSC of that particular bank branch and the payment of consideration will be made to the applicants through this method. In the event that NEFT is not operationally feasible, the payment would be made through any one of the other modes as mentioned above. 6. For all other applicants, including those who have not updated their bank particulars with the MICR code, the payments will be dispatched under certificate of posting for value up to Rs. 1,500/‐ and through Speed Post/ Registered Post for payments of Rs. 1,500/‐ and above. Such payments will be made by cheques, pay orders or demand drafts drawn on HDFC Bank Limited and payable at par. t. Barring unforeseen circumstances and factors beyond their control, the Acquirer intend to complete all procedures relating to the Offer, including payment of consideration to the shareholders who have accepted the Offer, within 15 days from the date of closing of this Offer and for the purpose open a special account as provided under Regulation 29 of the Regulations. Provided that where the Acquirer is unable to make the payment to the shareholders who have accepted the Offer before the said period of 15 days due to non‐receipt of requisite statutory approvals, SEBI may, if satisfied that non‐receipt of requisite statutory approvals was not due to any willful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the applications for such approvals, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the shareholders for delay beyond 15 days, as may be specified by SEBI from time to time, in accordance with Regulation 22(12) of the Regulations.

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11. DOCUMENTS FOR INSPECTION The following material documents are available for inspection at the office of the Manager to the Offer, IDBI Capital Market Services limited, from 10.30 a.m. to 3.00 p.m. on any day, except Saturdays, Sundays and Holidays, until the Offer closure: a. Certificate of incorporation and Memorandum and Articles of Association of the Spice Finance (Acquirer), b. Certificate of incorporation and Memorandum and Articles of Association of WSFL (Target Company); c. Copy of Board of Resolution dated September 02, 2009, from Spice Finance, for the Open Offer and authorizing to execute, and perform all acts in relation to the Offer, including signing of all papers on its behalf. d. A certificate dated September 07, 2009 from Chartered Accountant, M/s. Gupta, Garg & Agrawal, certifying the adequacy of financial resources with Spice Finance (Acquirer) to fulfill the open offer obligations. e. Certificate dated September 16, 2009 from Statutory Auditors of the Acquirer, M/s. Gupta, Garg & Agrawal [Membership No. 012399], certifying the financial data of the Acquirer. f. Certificate dated September 12, 2009 from Certified Chartered Accountant for the Target Company, M/s. P. Parikh & Associates[Membership No. 114920], certifying the financial data of the Acquirer. g. Audited annual reports for the year ended March 31, 2009 and March 31, 2008 of Spice Finance. h. Audited annual reports for the year ended March 31, 2009, 2008 and 2007 and limited review or audited for the 3 months ending June 30, 2009 of Wall Street Finance Limited. i. Copy of Escrow Agreement dated September 07, 2009 between the Acquirer, HDFC Bank Limited and IDBI Capital Market Services Limited and a letter from HDFC Bank confirming the amount kept in the escrow account and lien in favor of IDBI Capital Market Services Limited. j. Copy of the Term Sheet dated September 02, 2009, executed between the Acquirer and the Sellers. k. A published copy of Public Announcement made on September 08, 2009. l. A copy of the MOU entered with Registrar to the Offer, for opening a special depository account for the purpose of the offer. m. Due Diligence certificate dated September 18, 2009. n. SEBI Observation Letter No. CFD/DCR/TO/SKM/189100/09 Dated December 31, 2009.

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12. DECLARATION BY ACQUIRER The Acquirer, represented by its Board of Directors accepts responsibility for the information contained in this Letter of Offer, Form of Acceptance and Form of Withdrawal. The Acquirer will be responsible for ensuring compliance with the SEBI (SAST) Regulations and for its obligations laid down in SEBI (SAST) Regulations. Ms. Preeti Malhotra has been authorised by the board of Spice Investments & Finance Advisors Private Limited to sign the Letter of Offer.

Signed on behalf of Acquirer

For and on behalf of Board of

Spice Investments & Finance Advisors Private Limited

Sd/‐ (Authorised Signatory)

Date: January 11, 2010

Enclosed: 1. Form of Acceptance cum Acknowledgement 2. Form of Withdrawal 3. Transfer Deed for shareholders holding shares in physical form

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FORM OF ACCEPTANCE CUM ACKNOWLEDGEMENT THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION (Please send this Form of with enclosures to Karvy Computershare Private Limited at any of the collection centre as mentioned in the Letter of Offer) Offer Opens on Wednesday, January 20, 2010 Last Date for Withdrawal of Application Wednesday, February 03, 2010 Offer Closes on Monday, February 08, 2010 From Name Address

Tel. No. Fax No. Email

To, The Acquirer- Spice Investments & Finance Advisors Pvt Ltd C/o. Karvy Computershare Private Limited Plot 17-24 Vittalrao Nagar Hi-tech City Road, Madhapur Hyderabad - 500 086

Dear Sir/Madam, Sub: Open Offer for acquisition of equity shares of Wall Street Finance Limited (“WSFL” or “Target Company”) by Spice Investments & Finance Advisors Pvt Ltd (“Spice Finance” or “Acquirer”). I/We refer to the letter of offer dated January 11, 2010 for acquiring the equity shares held by me/us in Wall Street Finance Limited. I/We, the undersigned have read the letter of offer and understood its contents including the terms and conditions as mentioned therein. SHARES HELD IN PHYSICAL FORM I/We, accept the offer and enclose the original share certificate(s) and duly signed transfer deed(s) in respect of my/our shares as detailed below: Distinctive Nos. Sr. No. Folio No. Certificate No. No. of shares From To

TOTAL (In case of insufficient space, please attached additional sheet and authenticate the same) Sr.No. Particulars Required Details 1 Bank Name 2 Complete Address of the Bank 3 Account Type (CA/SB/NRE/Others-Please Mention) 4 Account No. 5 9 Digit MICR Code 6 IFSC Code (for RTGS/NEFT transfers)* *With IFSC code please attach a cancelled cheque

Tear along this line

Acknowledgement Slip WSFL – Open Offer Sr.No.______(To be filled in by the shareholders) (Subject to verification)

Received by Mr./Mrs./M/s______Address______Physical shares: Folio No.______/Demat Shares: DP ID______; Client ID:______Form of Acceptance along with (Tick wherever is applicable): Stamp of Collection Centre Physical Shares: No. of shares_____; No. of Certificates enclosed ______

Demat Shares: Copy of delivery instruction for______number of shares enclosed

Signature of Official ______Date of Receipt______

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SHARES HELD IN DEMAT FORM I/We holding shares in demat form, accept the Offer and enclose photocopy of the Delivery Instruction duly acknowledged by my/our DP in respect of my/our equity shares as detailed below: DP Name DP ID Client ID Name of Beneficiary No. of Equity Shares

I/we have executed an off-market transaction for crediting the shares to the depository account with Karvy Computershare Private Limited as the DP in NSDL styled “KCPL Escrow A/C – WSFL - Open Offer” whose particulars are: DP Name: Karvy Stock Broking Limited DP ID:IN300394 Client ID: 17355654 Shareholders whose shares are held in beneficiary Account with CDSL have to use an inter–depository delivery instruction slip for the purpose of crediting their shares in favour of the Special Depository Escrow Account with NSDL. Enclosures (Please tick as appropriate, if applicable) □ Power of Attorney □ Corporate Authorization in case of Companies along with Board Resolution and Specimen Signatures of Authorised Signatories. □ No Objection Certificate & Tax Clearance Certificate under Income Tax Act, 1961, for NRIs/OCBs/Foreign Shareholders as applicable □ Death Certificate/ Succession Certificate □ Others(please specify)______I/We confirm that the equity shares of Wall Street Finance Limited, which are being tendered herewith by me/us under the Offer, are free from liens, charges and encumbrances of any kind whatsoever. I/We note and understand that the original share certificate(s) and valid share transfer deed will be held in trust for me/us by the Registrar to the Offer until the time the Acquirer pays the purchase consideration as mentioned in the Letter of Offer. I/We also note and understand that the Acquirer will pay the purchase consideration only after verification of the documents and signatures. I/We authorize the Acquirer to send by registered post/speed post/UCP the draft / cheque, in settlement of the amount to the sole/first holder at the address mentioned above. I/We note and understand that the Shares would lie in the Special Depository Account until the time the Acquirer makes payment of purchase consideration as mentioned in the Letter of Offer. I/We authorize the Acquirer to accept the shares so offered which it may decide to accept in consultation with the Manager to the Offer and in terms of the Letter of Offer and I/we further authorize the Acquirer to return to me/us, share certificate(s) in respect of which the offer is not found valid/not accepted. The Permanent Account No. (PAN/GIR No.) Allotted under the Income Tax Act, 1961 is as under. First/Sole Holder Joint Holder 1 Joint Holder 2 PAN/GIR No. Ward No. So as to avoid fraudulent encashment in transit, the shareholder(s) may provide details of Bank Account of the first/sole shareholder and the consideration cheque or demand draft will be drawn accordingly. For equity shares that are tendered in electronic form, the bank account as contained from the beneficiary position provided by the depository will be considered and the draft/warrant/cheque will be issued with the said bank particulars.

Tear along this line All future correspondence, if any, should be addressed to the Registrars to the Offer at the following address: Karvy Computershare Private Limited, Unit: WSFL-Open Offer Plot No. 17 to 24, Vithalrao Nagar, Hi tech City Road, Madhapur, Hyderabad - 500 086. India Tel: +91 40 2342 0815-23 Fax: +91 40 2343 1551 Contact Person:Mr.M. Murali Krishna E-mail: [email protected]

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For NRIs / OCBs / FIIs / Foreign Shareholders I / We, confirm that the equity shares of Wall Street Finance Limited are held by me / us is to be deducted on (select whichever is applicable in your case)

□ Long-Term capital gains □ Short –Term capital gains □ Trade Account I / We, have enclosed the following documents

□ No objection certificate / Tax clearance certificate from the Income Tax Authorities

□ RBI approvals for acquiring shares of Wall Street Finance Limited hereby tendered in the Offer

□ Copy of Permanent Account Number / PAN Card In order to avail the benefit of lower rate of tax deduction under the DTAA, if any, kindly enclose a certificate stating that you are a tax resident of your country of incorporation in terms of the DTAA entered into between India and your country of residence. For FII Shareholders: I / We, confirm that the equity shares of Wall Street Finance Limited are held by me / us is to be deducted on (select whichever is applicable in your case)

□ Investments/Capital Account

□ Trade Account In case the shares are held on trade account, kindly enclose a certificate stating that you are a tax resident of your country of residence /incorporation and that you do not have a permanent establishment in India in terms of the Double Taxation Avoidance Agreement (DTAA) entered into between India and your country of residence. Where the tax is t be deducted on account of long-term capital gains, the Shareholders should submit a certificate from a Chartered Accountant (along with proof such as demat account statement) certifying that the shares have been held for more than a year. In order to avail the benefit of computation of tax liability on the net capital gains (i.e. after reducing the cost of acquisition of shares), the shareholder should obtain a tax clearance certificate from the assessing officer certifying the net income chargeable to capital gains tax. Alternatively, the shareholders can submit a certificate from a Chartered Accountant certifying the cost of acquisition/net income that will be chargeable to capital gains. In the absence of the above, tax would be deducted on the entire consideration paid to the shareholders. Yours faithfully, Signed and Delivered,

Signed & Delivered by Full Names of the shareholder Signature

First/Sole Holder

Joint Holder 1

Joint Holder 2

Note: In case of joint holdings all must sign. A Corporation must affix its common seal and necessary Board resolution should be attached. Place: Date: SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE ACCEPTANCE FORMS / SHARES THAT ARE RECEIVED BY THE REGISTRARS AFTER THE CLOSE OF THE OFFER i.e. BY 4.00P.M. ON MONDAY, FEBRUARY 08, 2010 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

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INSTRUCTIONS 1. In the case of dematerialized shares, the shareholders are advised to ensure that their shares are credited in favor of the Special Depository Account, before the closure of the Offer i.e.Monday, February 08, 2010. The Form of Acceptance-cum-Acknowledgement of such demat shares not credited in favor of the Special Depository Account, before the closure of the Offer will be rejected. 2. Shareholders should enclose the following: a. For Equity shares held in demat form: i. Beneficial owners should enclose- 1. Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, as per the records of the Depository Participant (‘DP’). 2. Photocopy of the delivery instruction in “Off-market” mode or counterfoil of the delivery instruction in “Off- market” mode, duly acknowledged by the DP as per the instruction in the Letter of Offer. 3. For each delivery instruction, the beneficial owner should submit separate Form of Acceptance. 3. In case of non-receipt of the aforesaid documents, but receipt of the Shares in the Special Depository Account, the Acquirer may deem the Offer to have been accepted by the shareholder. a. For Equity shares held in physical form: i. Registered shareholders should enclose- 1. Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein, by all shareholders whose names appear on the share certificates. 2. Original Share Certificate(s) 3. Valid Share Transfer form(s) duly signed as transferors by all registered shareholders (in case of joint holdings) in the same order and as per specimen signatures registered with Wall Street Finance Limited and duly witnessed at the appropriate place. A blank Share Transfer form is enclosed along with the Letter of Offer. Attestation, where required, (thumb impressions, signature difference, etc.) should be done by a magistrate, notary public or special executive magistrate or a similar authority holding a Public Office and authorized to use the seal of his Office. 4. The details of buyer should be left blank failing which the same will be invalid under the Offer. The details of the Acquirer as buyer will be filled by the Acquirer upon verification of the Form of Acceptance and the same being found valid. All other requirements for valid transfer will be preconditions for valid acceptance. 5. If the Registrar to the Offer does not receive the documents listed above but receive the original share certificates and valid Transfer Form from a registered shareholder, then the Offer will be deemed to have been accepted by such shareholders. 6. Unregistered owners should enclose- a. Form of Acceptance-cum-Acknowledgement duly completed and signed in accordance with the instructions contained therein. b. Original Share Certificate(s) c. Original broker contract note d. Valid Share Transfer form(s) as received from the market leaving details of buyer blank. If the same is filled in then the Share(s) are liable to be rejected. e. The share certificate(s), share transfer form(s) and the Form of Acceptance should be sent only to Karvy Computershare Private Limited, the Registrar to the Offer and not to IDBI Capital Market Services Limited, the Manager to the Offer or the Acquirer or Target Company. 7. Shareholders having their beneficiary account in CDSL have to use “INTER DEPOSITORY DELIVERY INSTRUCTION SLIP” for the purpose of crediting their shares in favor of the special depository account with NSDL. 8. As per the provisions of section 196D(2) of the Income Tax Act, 1961, and as amended ("Income Tax Act"), no deduction of tax at source shall be made from any income by way of capital gains arising from the transfer of securities referred to in section 115AD payable to a Foreign Institutional Investor ("FII") as defined in section 115AD of the Income Tax Act. However, while tendering their Equity Shares under the Offer, Non Resident Indians, Overseas Corporate Bodies and other Non-Resident Shareholders will be required to submit a No Objection Certificate ("NOC") or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate from Income Tax authorities under the Income Tax Act indicating the amount of tax to be deducted by the Acquirer before remitting the consideration. In case the aforesaid NOC or Tax Clearance Certificate or Certificate for Deduction of Tax at Lower Rate is not submitted, the Acquirer will arrange to deduct tax at the maximum marginal rate as may be applicable to the relevant category of shareholders on the entire consideration amount payable to such shareholders. 9. Non-resident shareholders should enclose a copy of the permission received from RBI for the equity shares held by them in Wall Street Finance Limited. If the shares are held under General Permission of RBI, the nonresident shareholder should state that the shares are held under General Permission and whether on repatriable basis or non repatriable basis. In case of its non-submission, Acquirer reserves its right to reject the shares tendered in the Offer. 10. All the Shareholders should provide all relevant documents which are necessary to ensure transferability of the Shares in respect of which the acceptance is being sent. Such documents may include (but not be limited to): a. Duly attested death certificate and succession certificate (in case of single shareholder) in case the original shareholder has expired.

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b. Duly attested power of attorney if any person apart from the shareholder has signed acceptance form or Share Transfer Form(s). c. No objection certificate from any lender, if the Shares in respect of which the acceptance is sent, were under any charge, lien or encumbrance. 11. Payment Consideration: Shareholders must note that on the basis of name of the Shareholders, Depository Participant's name, DP ID, Beneficiary Account number provided by them in the Form of Acceptance-cum- Acknowledgement, the Registrar to the Issue will obtain, from the Depositories, the Shareholders' demographic details including address, bank account details, the nine digit Magnetic Ink Character Recognition ("MICR") code as appearing on a cheque leaf and occupation. These bank account details will be used to make payment to the Shareholders. Hence Shareholders are advised to immediately update their bank account details as appearing on the records of the depository participant. Please note that failure to do so could result in delays in dispatch of payment or electronic transfer of funds, as applicable, and any such delay shall be at the Shareholders' sole risk and neither the Acquirer, the Manager to the Offer, Registrar to the Offer nor the Escrow Bank ('HDFC Bank Limited') shall be liable to compensate the Shareholders for any losses caused to the Shareholder due to any such delay or liable to pay any interest for such delay. 12. The Form of Acceptance-cum-Acknowledgement along with enclosure should be sent only to the Registrar to the Offer so as to reach the Registrar of the Offer at any of the collection centres below on all days (excluding Sundays and Public holidays) during the business hours i.e. (Mondays to Fridays between 10.00 a.m. and 4.00 p.m. and on Saturdays between 10.00a.m. and 1.00p.m.).

13. The Form of Acceptance-cum-Acknowledgement and other related documents should be submitted at any of the Collection Centers of Karvy Computershare Private Limited as mentioned below. Collection Contact Mode of Address of Collection Centres Phone No. Fax Centre Person delivery Karvy Computershare. Pvt Ltd. 26-30, Fort Foundation Bldg, Hand Maharashtra Chamber. Of Ms.Nutan 022- Mumbai 022-66382666 Delivery Commerce. Lane, Opp. MSC Shirke 66331135 Bank, Fort Mumbai – 400 023 Karvy Computershare. Pvt Ltd. Mr. Rakesh Kr 105-108, Arunachal Bldg., Jamwal / Mr. 011- 011- Hand New Delhi 19, Barakhamba Road, New Delhi Vinod Singh 43509200 41036370 Delivery -110 001 Negi Karvy Computershare. Pvt Ltd. 201-203,Shail, Opp. Mr. Aditya 079- Madhusudhan House, Behind 079- Hand Ahmadabad Gupta/ Mr. 26400528/666 Girish Cold Drinks 26565551 Delivery Robert Joeboy 14772 Off C G Road Ahmadabad ~ 380 006 Karvy Computershare. Pvt Ltd. Ms. Rinki Hand 040- 040- Hyderabad Plot No 17-24, Vithalrao Nagar, Sareen Delivery/ 23420818-23 23431551 Madhapur, Hyderabad 500 081 Regd Post Karvy Computershare Pvt Ltd, Vadodara 0265- Hand Piccadilly, Office no 5, Jabalpure, Mr. Rahul Patel N A 6640870/871 Delivery Vadodara 390005 Applicants who cannot hand deliver their documents at the Collection Centers, may send their documents only by Registered Post, at their own risk, to the Registrar to the Offer at Karvy Computershare Private Limited, Plot No. 17 to 24, Vithalrao Nagar, Hi tech City Road, Madhapur, Hyderabad 500 086, India so as to reach the Registrars to the Offer on or before the last date of acceptance i.e.Monday, February 08, 2010.

SHAREHOLDERS ARE REQUESTED TO NOTE THAT THE ACCEPTANCE FORMS / SHARES THAT ARE RECEIVED BY THE REGISTRARS AFTER THE CLOSE OF THE OFFER i.e. BY 4.00P.M. ON MONDAY, FEBRUARY 08, 2010 SHALL NOT BE ACCEPTED UNDER ANY CIRCUMSTANCES AND HENCE ARE LIABLE TO BE REJECTED.

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THIS FORM SHOULD BE USED BY SHAREHOLDERS ONLY FOR EXERCISING THE WITHDRAWAL OPTION AS PROVIDED IN PARAGRAPH 10 (m) OF THE LETTER OF OFFER FORM OF WITHDRAWAL Offer Opens on Wednesday, January 20, 2010 Last Date for Withdrawal of Application Wednesday, February 03, 2010 Offer Closes on Monday, February 08, 2010 From Name Address

Tel. No. Fax No. Email

To, The Acquirer- Spice Investments & Finance Advisors Pvt Ltd C/o. Karvy Computershare Private Limited Plot 17-24 Vittalrao Nagar Hi-tech City Road, Madhapur Hyderabad - 500 086

Dear Sir/Madam, Sub: Open Offer for acquisition of equity shares of Wall Street Finance Limited (“WSFL” or “Target Company”) by Spice Investments & Finance Advisors Pvt Ltd (“Spice Finance” or “Acquirer”). I/We refer to the Letter of Offer dated January 11, 2010 for acquiring the Equity Shares held by me/us in Wall Street Finance Limited. I/We, the undersigned have read the Letter of Offer and understood its contents including the terms and conditions as mentioned therein. I/We hereby consent unconditionally and irrevocably to withdraw my/our shares from the Offer and I/we further authorize the Acquirer to return to me/us, the tendered equity share certificate(s)/ share(s) at my/our sole risk. I/We note that upon withdrawal of my/our shares from the Offer, no claim or liability shall lie against the Acquirer/Manager to the Offer/Registrar/Financial Advisor to the Offer. I/We note that this Form of Withdrawal should reach the Registrar to the Offer at any of the collection centres mentioned in the Letter of Offer or mentioned overleaf as per the mode of delivery indicated therein on or before the last date of withdrawal i.e. Wednesday, February 03, 2010 I/We note that the Acquirer/Manager to the Offer/Registrar to the Offer shall not be liable for any postal delay/loss in transit of the shares held in physical form and also for the non-receipt of shares held in the dematerialized form in the DP account due to inaccurate/incomplete particulars/instructions. I/We also note and understand that the Acquirer will return the original share certificate(s), share transfer deed(s) and shares only on completion of verification of the documents, signatures and beneficiary position as available from the Depositories from time to time.

Tear along this line

Acknowledgement Slip WSFL – Open Offer Sr.No.______(To be filled in by the shareholders) (Subject to verification) Received by

Stamp of Collection Centre Mr./Mrs./M/s______

Address______

Physical shares: Folio No.______/Demat Shares: DP ID______;

Client ID:______

Signature of Official ______Date of Receipt______

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SHARES IN PHYSICAL FORM The particulars of tendered original share certificate(s) and duly signed transfer deed(s) are detailed below: Certificate No. Distinctive Nos. Folio No. No. of shares Tendered From To

Total number of equity shares Tendered Withdrawn

Total number of equity shares Withdrawn (In case of insufficient space, please attach additional sheet and authenticate the same) SHARES IN DEMAT FORM I/We hold the following Shares in dematerialized form and had done an off-market transaction for crediting the shares to the ‘KCPL Escrow A/c- WSFL- Open Offer’ as per the following particulars:-

DP Name: Karvy Stock Broking Limited DP ID: IN300394 Client ID: 17355654

Please find enclosed a photocopy of the depository delivery instruction(s) duly acknowledged by DP. The particulars of the account from which my/our Shares have been tendered are as detailed below:- DP Name DP ID Client ID Name of Beneficiary No. of Equity Shares

I/We note that the equity shares will be credited back only to that Depository Account, from which the equity shares have been tendered and necessary standing instructions have been issued in this regard. In case of dematerialized equity shares, I/We confirm that the signatures of the beneficiary holders have been verified by the DP as per the records maintained at their end and the same have also been duly attested by them under their seal. I/We confirm that the particulars given above are true and correct. Yours faithfully, Signed and Delivered:

Signed & Delivered by Full Names (s) & Address PAN Number(s) Signature(s)

First/Sole Holder

Joint Holder 1

Joint Holder 2

Note: In case of joint holdings, all shareholders must sign. Place: ______Date: ______

Tear along this line All future correspondence, if any, should be addressed to the Registrars to the Offer at the following address: Karvy Computershare Private Limited, Unit: WSFL-Open Offer Plot No. 17 to 24, Vithalrao Nagar, Hi tech City Road, Madhapur, Hyderabad - 500 086. India Tel: +91 40 2342 0815-23 Fax: +91 40 2343 1551 Contact Person:Mr.M. Murali Krishna E-mail: [email protected]

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INSTRUCTIONS

1. Shareholders desirous of withdrawing their acceptances tendered in the Offer can do so up to three working days prior to the close of the Offer, i.e. Wednesday, February 03, 2010.

2. The withdrawal option can be exercised by submitting the Form of Withdrawal, duly signed and completed, along with the copy of acknowledgement slip issued at the time of submission of the Form of Acceptance-cum-Acknowledgement.

3. The Form of Withdrawal along with enclosure should be sent only to the Registrar to the Offer so as to reach the Registrar of the Offer at any of the collection centres below on all days (excluding Sundays and Public holidays) during the business hours i.e. (Mondays to Fridays between 10.00a.m. and 4.00p.m. and on Saturdays between 10.00a.m. and 1.00p.m.).

Collection Mode of Address of Collection Centres Contact Person Phone No. Fax Centre delivery

Karvy Computershare. Pvt Ltd. 26-30, Fort Foundation Bldg, Hand 022- Mumbai Maharashtra Chamber. Of Ms.Nutan Shirke 022-66382666 Delivery Commerce. Lane, Opp. MSC Bank, 66331135 Fort Mumbai – 400 023

Karvy Computershare. Pvt Ltd. Mr. Rakesh Kr 105-108, Arunachal Bldg., 011- Hand Jamwal / Mr. 011-43509200 41036370 Delivery New Delhi 19, Barakhamba Road, New Delhi - Vinod Singh Negi 110 001

Karvy Computershare. Pvt Ltd. Mr. Aditya Gupta/ 201-203,Shail, Opp. Madhusudhan 079- 079- Hand Ahmadabad Mr. Robert House, Behind Girish Cold Drinks 26400528/66614772 26565551 Delivery Off C G Road Ahmadabad ~ 380 Joeboy 006

Karvy Computershare. Pvt Ltd. Hand Ms. Rinki Sareen 040- Delivery/ Hyderabad Plot No 17-24, Vithalrao Nagar, 040-23420818-23 23431551 Regd Madhapur, Hyderabad 500 081 Post

Karvy Computershare Pvt Ltd, Vadodara Hand Piccadilly, Office no 5, Jabalpure, Mr. Rahul Patel 0265-6640870/871 N A Delivery Vadodara 390005

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