Vertex Spinning Ltd

To

The Members,

We have pleasure in presenting to you the Annual Report along with the audited accountsfor the year ended on 31st March 2010.

FINANCIAL RESULTS

DIVIDEND

Keeping in mind the expansion plans of the Company and also to conserve the resourcesof the Company and to utilize the resources for the Company's Mega Textile park atNardhana, Dist. Dhule, the Board of Directors does not recommend a dividend for thefinancial year 2009-10.

REVIEW OF OPERATIONS AND FUTURE PROSPECTUS

In the backdrop of the financial crisis witnessed in the previous financial year andthe subsequent fallout, FY 2010 was an extremely challenging year for your Company.However, the resilience and inherent strengths of your Company's brands, qualitymanufacturing and deep network relationships enabled your Company to weather the downturnand achieve better performance in FY 2010.

During the year under review the sales turnover of the Company shows a step upwardtrend of Rs. 93,40,29,917/- as compared to previous years of Rs. 45,91,90,637/-. Howeverthe net profit after tax also shows recover mode from the last year recession mania. Thenet profit after tax of Rs. (38,01,783) as compared to previous year of Rs. (2,62,34,672).

Your Company continues with its task to build businesses with long-term goals based onits intrinsic strengths in terms of its powerful brands, quality manufacturing prowess,distribution strengths and customer relationships. To accelerate further value creation,your Company continues to evaluate new areas of growth. The initiatives aimed atrationalizing and streamlining operations, to bring about efficiencies and reducing costs,remain top priority.

ASIA'S BIGGEST TEXTILE PARK AT NARDHANA, DIST. DHULE (MH.)

Initially MIDC was requested to allot 400 acres of land to Vertex on 1 September 2006for a textile park in Nardhana. Thereafter MIDC offered the same to Vertex on November 3,2006. Consequently on December 28, 2006 an MOU was signed by the MIDC CEO, Mr. Jalota andthe Vertex CEO, Mr. Suresh Sharma. Advance possession of land took place on January 2,2007.

The status of MEGA PROJECT came about to be conferred on Vertex Spinning Limited by theGovernment of Maharashtra on 29 September 2007. This was signed by the principalSecretary, Mr. Jayrath in the presence of Mr. Ashok Chavan then Minister of Indu.striesand present Chief Minister of Maharashtra, and Mr. Satish Chavan, textile Minister of theGovernment of Maharashtra. Registration of the lease deed for 99 years took place onAugust 8, 2008. Subsequently the VERTEX INTERGRATED TEXTILES PARK plan layout was approvedon 12 February 2009.

MIDC on 3rd July 2009 reached water on site from the Tapi Basin, MIDC installed a 5Megawatt Power Station in the month of August 2009, which will be handed over to the MSEBfor supply of power in November 2009.

Maharashtra accounts for 25% or 65 million kilograms of the India's total cottonproduction. This important region produces 17% of cotton yarn on 16.6 spindles ofcountry's total installed capacity. The State has the largest number of 100% ExportOriented units, that's more than 560 or 22% of the country's EOU. The state also accountsfor 30% of the Country's exports which amounts to more than Rs. 897 billion.

These statistics are witness to how the VERTEX INTEGRATED TEXTILE PARK and theprospective associated are to benefit from not just another textile park, but anINTEGRATED TEXTILES PARK in Nardhana a place in a region formerly known as Khandesh beforeMarathas.

10 Kilometres of internal roads, a 5 Megawatt MSEB sub-station out of the planned 100,water facilities, street lamps etc. are already in place. This township offers readymadegalas starting from 5000 squares ft. to larger made to order sheds, industrial buildingsand factories depending on individual needs.

Also on offer are attractive investment opportunities in the Commercial Facility Centre(CFC) for a club house and gym, hospitals and nursing homes, banks and ATMs, hotels andfood courts, and schools and colleges.

Generously spread out between latitude 20 38' to 21 61' N and longitude 73 50' to 7511' . Nardhana spans across 8061 Square Kilometres. The Satpuda Hills bound theregion in the north. The height varying between 300 to 600 meters above sea level makesfor cooler dispositions.

The Tapi Basin supplies water to the region, which has a population of 7,19,785 lacs.The Dhule talukas subdivisions has approx 168 villages. Nearby, Sakri accounts for morethan 225 villages. Shirpur accommodates 138 villages, while Shinkheda another sub divisionhas around 143 villages.

The National Highway NH6 from Surat to Nagpur, the NH3 from Mumbai to Agra, and theNH-211 from Dhule to Solapur make Nardhan, primarily a cotton growing area, central to thenation's textile industry.

The NARDHANA VERTEX INTEGRATED TEXTILES PARK stands to be the first MIDC level privatesector Industrial Park. The Park also happens to be the first private sector industrialpark to have 1 FSI (Floor Space Index) for the plot area. With 99years lease hold onproperly, permissions have been also been granted for hypothecation of land and buildingto financial institutions.

The park also has an extra street radial feeder power supply. There are registeredplant and machinery suppliers on site. The project aims to build valuable ForeignExchange.

Finished products can be display at the facilities made available here. Arrangement ofcontractors, architects, electrical suppliers, and contractors have been made. The parkfails under the octroi free zone. There are stamp duty exemptions unit.

MIDC has approved the town planning layout. Effluent Treatment Plant (ETPs), Sewagetreatment Plants (STPs), and distributed Effluent Treatment Plant (DETP) Systems are partof the park.

An 18 meters or 60 feet wide CC Road with footpath and street light hopes to keep thetown bustling with activity. A 12 meters or 40 feet wide CC Internal Road hopes to keepthe place well connected. The park has a well-planned duct drench System for utilities.15% green space has been allocated to keep the project, environment friendly.

Local Bus and state Transportation facilities are on the charts. The project promisescase to basis, height and margin relaxation. The township ensures low maintenance castwith a healthy atmosphere. Basic infrastructure here includes, compound lancing forsecurity , drainage system, sewage collation and dumping system, solid waste collation anddumping system, , power sub-station and distribution systems, water storage anddistribution system, street lighting water harvesting, storm water management, landscapegardens, a 5 star hotel, an engineering collage and a medical college with a 300 bedhospital, a police Station, a bus terminal, rickshaw stands, car parks a truck terminalalong with weighing scales, petrol, diesel, and gas pump stations, fire lightingarrangements, and everything that's necessary for smooth functioning.

As per plan, 64.58 percent of the allotted land comes under Sub plot with measures upto 924071.21 square meters. 5.51 percent or 77098.78 square meters has been allocated forCFC or commercial plots. The open spaces areas measure up to 140500.08 square meters whichamounts to 10.03 percent of the land. 19.8 percent or r78329.83 square meters makes up thetotal road area.

Woolen hosiery, cotton knitted fabric, furs, dying and processing, woven textiles,shawls, technical textile, spinning, polyesters, worsteds, acrylic, texturising, carpetshandlooms, auto looms, sizing units, cone machinery, washing, banarasi sari, silks,packaging, readymade garments, bulletproof

Clothing, flex clothing, multilayer films, tarpaulin, tent house cloth, poly cottoncanvas, road fabric and cloth, fire brigade clothing, mineral textiles, aramid clothing,spandex textiles, lurex, embossing rolls, squeezing and dying plants, spindle mfg,adhesive plants, stick formulations, weighing scales, screen printer mfg, qots grindingplants, water treatment plant mfg, manufacturing computer mfg, plastic plant mfg, bobbinplant mfg, insulation plant mfg, paper tubes mfg, industrial lighting, tools pneumaticmfg, humidification plant and monitor mfg, electrical units, compressors mfg, frequencyinverter mfg, ginning and processing mfg, non woven textile, printing, chemicals, autocorners and blowers, winding plant mfg, table calendar machines, testing instrument mfg,industrial shoes mfg, electrical cable mfg, calendaring mfg, hardware and fasteners units,wrapping mfg, weaver beams and CI graded hubs (foundry), blankets mfg, dyes and chemicalsplants, V-belt mfg, nuts, springs, and compressors mfg, washing plant mfg, carding,drawing units, ginning industries, and more are expected to associate with this uniqueventure.

Here's how associates are going to benefit. All types of micro and small units areallowed under the Industrial Promotion Subsidy 40% fixed capital investment for 8 years.Under the same subsidy, all types of medium and large units are allowed 25% fixed capitalinvestment for 5 years.

Micro and small hosiery knitwear and ready garment units are allowed a 20 lacs limitfor a period of 5 years. Electricity Duty Exemptions are to be granted for a period of 15years. In the Octroi Free Zone refund of Octroi duties are on the charts. All units are tobe allowed stamp duty exemption upto March 31,2011.

AH units are also liable to a maximum of 5% interest subsidy on the plant andmachineries for Technology up gradation. AH units are to have subsidy on qualitycertification valued to the tune 50% expenses upto 1 lac. Similarly all units are to havesubsidy on patent registration to the tune 50% expenses upto 5 years.

Take a look at the finance involved with the project. The total capital outlay of theproject estimates at Rupees 3990 Cr. (approx 883 Million US Dollars) including investmentsin Land, Factory Building, Plant and Machinery and common infrastructure and facilities.

The proposed infrastructure funding pattern stands clear for Rs. 110 Cr. The promotersshares of contribution stands at 25% Government of India grants.

40% towards infrastructure finance under the Scheme for Integrated Textile Park. TheBalance 35% comes through banks ad market borrowings. Each unit of planned 313 units hasto contribute 1.3 cr to 1.8 cr rupees (approx 27,000 to 38,000 US Dollars),

Nardhana Infrastructure Limited has been appointed Project Management Consultant to theVERTEX INTEGRATED TEXTILES PARK venture. The project which commence in 2006 expects to becompleted by mid 2011 as per plans.

NEW PLANT

Your Company is undertaking continuous endeavors for expansion of its domestic andoverseas customers by implementing new facilities. For establishing manufacturingfacilities, your Company has started work for its Nardhana Plant. The Company has alreadypurchased land situated at MIDC, Nardhana Industrial Area, Dist. Dhule and taking offpossession from MIDC Authorities. The power and water has reached to the site and theCompany will start building construction activity their. The company will expected tostart production activity their in the current Financial year 201011.

NEW ACTIVITIES

The Company launched a musical CD named as "BHAKTI BHAJANS" whichcontains a collection of bhajans on Ambe Maa, Bholey Shanker, Lord Krishan, Sai Baba etc.in a very renowned party at "KHAJARANA" Ganesh Mandir, Indore.

The Company is produce a family entertainer movie "HAPPY HUSBANDS" incollaboration with Phnenomenal Crafts P. Ltd. which is expected to release upto June 2010.

In the present scenario of our country , the news paper is a most important andessential instrument through which the people can express their views and opinions etc.Taking into consideration the importance of daily news paper, the Company has decided toadd one more horizon into its diversified activities. The company has ventures into a newline of business activity of publication of daily/weekly news paper. The Company hasplanned to published its daily/weekly news paper from 3 major states of the Country i.e.Maharashtra, Madhya Pradesh, Chhattisgarh.

DIRECTORS

Shri S.N. Mungi and S. K. Mishra are being liable for retire by rotation and offer themself to appoint further as Director of the Company.

The brief particulars of all directors, for which approval of members for theirappointment or re-appointment are sought, have been provided in the Notice of AnnualGeneral Meeting pursuant to Clause 49 of the Listing Agreement relating to CorporateGovernance.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Sec 217(2AA) of Companies Act, 1956, the directors statethat:

that in preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanations relating to material departures, if any.

that the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period.

that the directors have taken proper and sufficient care of the maintenance of adequateaccounting records in accordance with the provisions of this act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

DEPOSITS

The company has not accepted any deposit from the public attracting the provisions ofSec 58A of the Companies Act 1956.

AUDITORS

M/s. Kalpesh Trivedi & Co., Chartered Accountants, Mumbai hold office until theconclusion of the ensuing Annual General Meeting and are eligible for reappointment. Theyhave furnished a certificate to the effect that their appointment if made, would be withinthe prescribed limits under Sec 224(1B) of the Companies Act 1956.

AUDITORS' REPORT

Report of the auditors and their observations and notes to the accounts of the companyfor the year under review are attached herewith which are self-explanatory and do notrequire further explanation.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION & FOREIGNEXCHANGE EARNING AND OUTGO

This information required to be given under section 217 (1) (c) of the Companies Act,1956 read vdth the Companies (Disclosure of particulars in the Report of the Director)Rules 1988 is annexed herewith.

PARTICULARS OF EMPLOYEES

The information required under Sec 217(2A) of the Companies Act 1956 is not given asthere was no employee in receipt of remuneration during the year, exceeding the limitsprescribed by the Companies (Particulars of Employees) Rules, 1975 as revised.

LISTING

Your Company continues to be listed on the Stock Exchange, Mumbai where the Company'sshares are being traded. The Company has paid Listing fees for the year 2009-10.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a voluntary code of self discipline.In line with this policy, the Board of Directors strongly believes that it is veryimportant that the company follows healthy corporate governance practices and reports toshareholders the progress made on the various measures undertaken. Therefore, yourdirectors have been reporting the initiatives on Corporate Governance measures adopted byyour company.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis Report is provided in separate section and formingpart of this report.

ACKNOWLEDGEMENT

The company has developed a very cordial, warm and close relationship with theinvestors, various government and semi-government departments, banks and financialinstitutions, customers, suppliers and other service providers. The Board of Directorswish to gratefully acknowledge the co-operation, assistance and guidance received from allof them. The company could make the progress it has in these years due to the dedicationand creativity of its staff at all levels. The Board of Directors wishes to place onrecord its warm appreciation for these efforts.