Directors Report of Vertex Securities Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 32nd Annual Report on the business and operations of the Company and
the Audited Financial Statements for the Financial Year (“FY”) ended March 31,2025.

COMPANY OVERVIEW

Vertex Securities Limited offers comprehensive brokerage services across various financial segments, including equity, equity
derivatives, currency derivatives and commodities. The Company provides a well-diversified portfolio of financial services which
includes online mutual funds, online insurance support/services and online account opening. The Company provides an extensive
array of products and services thoughtfully curated to empower customers in their pursuit of expanding their financial assets.

FINANCIAL HIGHLIGHTS

The table below gives the standalone and consolidated financial highlights of the Company for the year ended March 31,2025, as
compared to the previous year:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	864.18	870.10	910.95	908.85
Total Expenditure	939.04	833.38	981.13	862.65
Profit / (Loss) before Exceptional Items and Tax	(74.86)	36.72	(70.18)	46.20
Exceptional Items	0.00	0.00	0.00	0.00
Total Tax Expenses	0.00	(1.24)	0.00	(0.31)
Profit/(Loss) for the Year	(74.86)	37.96	(70.18)	46.51
Other Comprehensive Income/(Expenses)	(2.41)	(1.66)	(2.41)	(1.76)
Total Comprehensive Income	(77.27)	36.30	(72.59)	44.75

PERFORMANCE REVIEW
STANDALONE PERFORMANCE

The total income of the Company for FY 2024-25 stood at
Rs. 864.18 lakh as compared to Rs. 870.10 lakh in the previous
year. The operations have recorded a loss of Rs. 74.86 lakh for the
year as compared to profit of Rs. 36.72 lakh in the previous year.

CONSOLIDATED PERFORMANCE

The total consolidated income of the Company for FY 2024¬
25 stood at Rs. 910.95 lakh as compared to Rs. 908.85 lakh in
the previous year. The consolidated operations have recorded
a loss of Rs. 70.18 lakh for the year as compared to profit of
Rs. 46.20 lakh in the previous year.

Detailed information on operational and financial performance
of the Company for the FY 2024-25 is given in the Management
Discussion and Analysis Report which is set out separately with
the Directors’ Report.

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are
prepared in accordance with Section 129 of the Companies

Act, 2013 (“Act”) read with relevant Accounting Standards
issued by the Institute of Chartered Accountants of India and
forms part of this Annual Report. Pursuant to Section 136 of the
Act, the standalone financial statements of the Company and
the consolidated financial statements along with the relevant
documents form part of this Annual Report and separate audited
accounts in respect of the subsidiary are available on the
website of the Company at https://vertexbroking.com/Investors/
InvestorRelations .

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company plays a pivotal role in guiding investors to
efficiently direct their household savings into the dynamic capital
market, thus fostering the cultivation of long-term wealth.

The Company has introduced Aadhar-based digital onboarding.
This innovative approach empowers customers to seamlessly
initiate their engagement with the Company and conduct
transactions from the secure confines of their homes. Further,
the Company has enhanced its portfolio analysis and financial
planning applications. Moreover, the efforts to diversify its
business portfolio by distribution of Third-Party Products, such

as Mutual Funds, Non-Convertible Debentures and insurance
products, are anticipated to yield tangible outcomes in the
coming years.

DIVIDEND

Considering the loss incurred for the year, your Directors have
not recommended any dividend for the year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves
for the year ended March 31,2025.

SHARE CAPITAL
AUTHORIZED CAPITAL

The Authorized Capital of the Company is Rs. 35,00,00,000/-
(Rupees Thirty-Five Crores) comprising Rs. 33,00,00,000/-
(Rupees Thirty Three Crores Only) of 16,50,00,000 (Sixteen
Crore Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two Only)
each and Rs. 2,00,00,000/- ( Rupees Two Crores Only) of

200.000 Non-Cumulative Redeemable Preference Shares of
Rs. 100/- (Rupees One Hundred Only) each. During the year,
the Authorized Capital of the Company was increased from
Rs. 25,73,25,000/- (Rupees Twenty Five Crore Seventy Three
Lakh Twenty Five Thousand) comprising Rs. 25,45,49,200/-
(Rupees Twenty Five Crore Forty Five Lakhs Forty Nine
Thousand Two Hundred Only) of Rs.2/- (Rupees Two Only) each
and Rs. 27,75,800/- (Rupees Twenty Seven Lakhs Seventy
Five Thousand Eight Hundred Only) divided into 27,758 Non¬
Cumulative Redeemable Preference Shares of Rs. 100/- each
to Authorized Capital of the Company of Rs. 35,00,00,000/-
(Rupees Thirty-Five Crores) comprising Rs. 33,00,00,000/-
(Rupees Thirty Three Crores Only) of 16,50,00,000 (Sixteen
Crore Fifty Lakhs) Equity Shares of Rs.2/- (Rupees Two Only)
each and Rs. 2,00,00,000/- ( Rupees Two Crores Only) of

200.000 Non-Cumulative Redeemable Preference Shares of
Rs. 100/- (Rupees One Hundred Only) each.

ISSUED, SUBSCRIBED & PAID UP CAPITAL

The issued, subscribed and paid-up Share Capital as on March
31,2025 was Rs. 14.80 Crore, comprising of 7,40,12,189 Equity
Shares of the face value of Rs. 2/- each, fully paid-up.

Further, the Company has not issued any convertible securities
or shares with differential voting rights nor has granted any stock
options or sweat equity or warrants.

OPERATIONS OF SUBSIDIARY

VERTEX COMMODITIES AND FINPRO PRIVATE LIMITED

Vertex Commodities And Finpro Private Limited (VCFPL) is a
subsidiary of the Company. Currently, it is not engaged in the
commodity broking business and the company has surrendered
its broking license.

During the year ended March 31,2025, VCFPL had total income
of Rs. 46.77 lakh and net profit before tax of Rs. 4.67 lakh as

against the total income of Rs. 38.75 lakh and net profit of
Rs. 8.55 lakh in the previous year.

The Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary company.

Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company’s subsidiary in Form AOC-1 is attached to the financial
statements of the Company.

Your Company has also formulated a policy for determining
material subsidiaries, which is available on the website of the
Company at the web link: https://www.vertexbroking.com/Home/
CompanyPolicy

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and
as such no amount on account of principal or interest on public
deposit under Section 73 and 76 of the Act, read together with
the Companies (Acceptance of Deposits) Rules, 2014 was
outstanding as on March 31,2025.

LOAN FROM DIRECTORS

During the financial year, the Company has not taken loan from
the Directors of the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act, are separately disclosed
in this Annual Report, as part of the notes to the Financial
Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) of Securities And Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), a separate
section on Management Discussion and Analysis Report
highlighting the business of your Company forms part of this
Annual Report. It, inter-alia, provides details about the economy,
business, performance review of the Company’s various
businesses and other material developments during the year
2024-25 and is separately attached as Annexure A.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards
of ethics and governance, resulting in enhanced transparency
for the benefit of all stakeholders. The Company has complied
with the requirements under the Act and as stipulated under the
provisions of the SEBI Listing Regulations.

The Report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the SEBI Listing
Regulations forms part of this Annual Report as Annexure B.
A certificate of the Statutory Auditor confirming compliance of
the Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

Following mentioned are the Directors of the Company as on
M_arch 31 2025:

Sr. No.	Name of the Director	Designation
1.	Mr. Kumar Nair	Chairman
2.	Mr. Ramachandran Unnikrishnan	Managing Director & Chief Executive Officer
3.	Mr. George Joseph Mampillil	Executive Director & Chief Financial Officer
4.	Ms. Latha Anand	Non-Executive Independent Director
5.	Mr. Mathews Varghese	Non-Executive Independent Director
6.	Mr. George Abraham Vithayathil	Non-Executive Independent Director

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read
with Companies (Appointment and Qualification of Directors)
Rules, 2014, Mr. George Mampillil (DIN: 01976386), retires
by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment and your Board
has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations,
brief resume of the Director proposed for appointment/
re-appointment has been given in the statement annexed to the
Notice convening the Annual General Meeting.

Change in Directors:

A. Appointment:

The shareholders, at the Annual General Meeting held on
September 27, 2024 approved the appointment of:

1. Mr. George Abraham Vithayathil (DIN: 10764257) for a
period of 5 (Five) years commencing from September
01, 2024 as a Non-Executive Independent Director of
the Company.

2. Mr. Mathews Varghese (DIN: 01631142) for a period
of 5 (Five) years commencing from September 01,
2024 as a Non-Executive Independent Director of the
Company.

Based on the recommendation of the Nomination,
Remuneration and Compensation Committee (“NRC”) and
the Board and in accordance with the provisions of the Act
and SEBI Listing Regulations, Mr. Krishnaswamy Anand (DIN:
06671952) was appointed as an Additional Non-Executive
Independent Director of the Company for the first term of
5 (Five) consecutive years, w.e.f May 12, 2025. The said
appointment of Mr. Anand as an Independent Director was
approved by the Members vide postal ballot on July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. Kumar Nair (DIN: 00320541) was
re-appointed as an Executive Director of the Company for
a period of 5( Five) years from May 21, 2025 to May 20,
2030. The said re-appointment of Mr. Nair as an Executive
Director was approved by the Members vide postal ballot on
July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Ms. Meera Haridas (DIN: 07707238)
was appointed as a Woman Executive Director of the
Company for a period of 3 (Three) years from May 1, 2025
to April 30, 2028. The said appointment of Ms. Haridas as a
Woman Executive Director was approved by the Members
vide postal ballot on July 22, 2025.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. George Pulingathil Mathew (DIN:
06773663) was appointed as an Additional Non-Executive
Independent Director of the Company, for a term of 5 years
commencing from August 1, 2025, subject to the approval
of Members. The resolution seeking Members’ approval for
his appointment forms part of the Notice.

Based on the recommendation of the NRC, and the Board
and in accordance with the provisions of the Act and SEBI
Listing Regulations, Mr. George Mampillil, Executive
Director & CFO (DIN: 01976386) has been re-designated as
Non-Executive Non-Independent Director of the Company
w.e.f August 1, 2025. Further, Mr. Mampillil stepped down
from the position of the CFO with effect from the close of
business hours of July 31, 2025. The resolution seeking
Members’ approval for his appointment as Non-Executive
Non-Independent Director forms part of the Notice.

The Board comprises of persons with diverse experience
and skills such that it best serves the governance and
strategic needs of the Company and its stakeholders. The
present composition broadly meets this objective.

A brief profile of the Directors is available on the website at
https://www.vertexbroking.com/Home/About

3. Cessation:

During the year, Mr. James Pothen (DIN: 02492330) and
Mr. Jose Thomas Polachira (DIN: 01049189) both completed
their tenure as Non-Executive Independent Directors of the
Company on September 19, 2024.

Ms. Latha Anand ( DIN: 06404421) completed her tenure as
Non-Executive Independent Director on May 11,2025.

The Board places on record their appreciation for the
valuable services and guidance rendered by them during
their tenure as Directors of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the
necessary declarations received from each of the Independent
Directors under Section 149(7) of the Act, that they meet the
criteria of Independence laid down in Section 149(6) of the
Act, and Regulation 16(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations,
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to
discharge their duties. Further, all the Independent Directors on
the Board of the Company are registered with the Indian Institute
of Corporate Affairs, Manesar, Haryana (“IICA”) as notified by
the Central Government under Section 150(1) of the Act and
shall undergo online proficiency self-assessment test within the
time prescribed by the IICA, if applicable. The Board after taking
these declarations/ disclosures on record and acknowledging
the veracity of the same, is of the opinion that the Independent
Directors of the Company possess requisite qualifications
experience, expertise, hold highest standards of integrity and
are independent of the Management of the Company. The
terms and conditions of appointment of Independent Directors
are available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of
integrity, possessing rich experience and expertise in the field of
corporate management, finance, capital market, economic and
business information. The Company has issued appointment
letter to the Independent Directors setting out in detail, the terms
of appointment, duties, roles & responsibilities and expectations
of the Independent Director. The Board of Directors has complete
access to the information within the Company. Presentations
are regularly made to the Board of Directors / Audit Committee
/ Nomination, Remuneration and Compensation Committee
/ Stakeholders’ Relationship Committee on various related
matters, where Directors have interactive sessions with the
Management. Further the Managing Director also holds one to
one discussion with the newly appointed Director to familiarize
with the Company’s operations.

The details of the Company’s familiarization programme
for Independent Directors can be accessed at https://www.
vertexbroking.com/Home/CompanvPolicv

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES
AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation Committee
of the Company has laid down the criteria for performance
evaluation of the Board and individual directors including the

Independent Directors and Chairperson covering various aspects
of the Board’s functioning such as adequacy of the composition
of the Board and its Committees, Board Culture, execution and
performance of specific duties, obligations and governance. It
includes circulation of evaluation forms separately for evaluation
of the Board, its Committees, Independent Directors / Non¬
Executive Directors / Executive Directors and the Chairman of
your Company.

The Board and the Nomination, Remuneration and Compensation
Committee reviewed the performance of individual Directors
including the Chairman and the Managing Director on their
personal performance, participation, contribution and offering
guidance and understanding of the areas which were relevant
to them in their capacity. The Directors were also assessed
on selected parameters related to roles, responsibilities and
obligations of the Board and functioning of the Committees
including assessing the quality, quantity and timelines of flow of
information between the Company’s Management and the Board
which is necessary for the Board to effectively and reasonably
perform their duties.

In a separate meeting of Independent Directors held on
February 01,2025, performance of Non-Independent, the Board
as a whole and the Chairman of the Company was evaluated,
taking into account the views of Executive Directors and Non¬
Executive Directors.

The Board expressed its satisfaction with the evaluation results,
which reflects the high degree of engagement of the Board and
its Committees with the Company and its Management.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act, following
are the KMP of the Company as on March 31,2025:

S. No.	Name of the KMP	Designation
1.	Mr. Ramachandran Unnikrishnan	Managing Director & Chief Executive Officer
2.	Mr. George Joseph Mampillil	Executive Director & Chief Financial Officer

During the year, Mr. Aniket Malekar resigned as Company
Secretary and Compliance Officer of the Company effective
from the closing of business hours of March 14, 2025 to pursue
better career opportunities.

Mr. George Mampillil, Executive Director & CFO (DIN:
01976386) will step down from the position of the CFO with
effect from the close of business hours of July 31, 2025.
Based on the recommendation of the NRC, Audit Committee
the Board has approved the appointment of Ms. Meera Haridas as
the Chief Financial Officer of the Company w.e.f August 1,2025.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 4 (four) times during the year, the details of which
are given in the Corporate Governance Report. The intervening
gap between two consecutive meetings was within the period
prescribed under the Act, Secretarial Standards on Board
Meetings and SEBI Listing Regulations as amended from time
to time.

The Board on the recommendation of the Nomination,
Remuneration and Compensation Committee has adopted a
policy for selection, appointment and remuneration of Directors,
Key Managerial Personnel and Senior Management. The said
policy is available on the website at https://www.vertexbroking.
com/Home/CompanyPolicy.

The salient features of the Policy are provided in the Corporate
Governance Report.

BOARD COMMITTEES

The Board has constituted following Committees in compliance
with the requirements of the business and relevant provisions of
applicable laws and statutes:

• Audit Committee

• Nomination, Remuneration and Compensation Committee

• Stakeholders’ Relationship Committee

• Rights Issue Committee

All decisions pertaining to the constitution of the Committees,
appointment of members and fixing of terms of reference/role of
the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees,
including the number of meetings held during the financial year
and attendance at meetings, are provided in the Corporate
Governance Report, which forms a part of this Annual Report.

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprises
Mr. George Abraham Vithayathil, Mr. Mathews Varghese and
Mr. Ramachandran Unnikrishnan as its Members. The
Committee comprises of majority of Independent Directors with
Mr. George Abraham Vithayathil, being the Chairman.

NOMINATION, REMUNERATION AND COMPENSATION
COMMITTEE

As on March 31, 2025, the Nomination, Remuneration and
Compensation Committee comprises of Mr. George Abraham
Vithayathil, Mr. Mathews Varghese and Mr. Kumar Nair as its
Members. The Committee comprises of majority of Independent
Directors with Mr. Mathews Varghese, being the Chairman.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE

As on March 31,2025, the Stakeholders’ Relationship Committee
comprises of Mr. George Abraham Vithayathil, Mr. Mathews
Varghese and Mr. Ramachandran Unnikrishnan as its Members.

The Committee comprises of majority of Independent Directors
with Mr. George Abraham Vithayathil, being the Chairman.

RIGHTS ISSUE COMMITTEE

As on March 31, 2025, the Rights Issue Committee comprises
Mr. Ramachandran Unnikrishnan, Mr. Kumar Nair and
Mr. George Mampillil as its Members with Mr. Ramachandran
Unnikrishnan, being the Chairman.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company does not fulfill the criteria prescribed under the
applicable provisions of Section 135 of the Act and hence is
not required to form a Corporate Social Responsibility (CSR)
Committee.

The details with respect to the composition, powers, roles, terms
of reference, etc. of the aforesaid Committees are given in the
Corporate Governance Report which is presented in a separate
section and forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised
proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute
of Company Secretaries of India and that such systems are
adequate and operating effectively. The Company has complied
with the applicable Secretarial Standards.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR
ADEQUACY

The Company’s internal financial control over financial reporting
is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance
with generally accepted accounting principles. The Company’s
internal financial control over financial reporting includes those
policies and procedures that pertains to maintenance of records,
provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements and
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of
the Company’s assets that could have a material effect on the
financial statements.

The Company’s Board and Audit Committee reviews the
adequacy and effectiveness of internal control systems, internal
audit reports and legal compliances and provides guidance
for further strengthening them. The Audit Committee reviews
all quarterly and yearly financial results of the Company and
recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING
CONCERN STATUS

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impact the going concern status
and Company’s operation in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the
Company. Accordingly, there is no requirement of maintenance
of cost records as specified under Section 148(1) of the Act.

SECRETARIAL AUDITOR

M/s. Yogesh Sharma & Co., Practicing Company Secretaries
(Membership No. FCS 11305 & COP No. 12366), were appointed
as the Secretarial Auditor of the Company for a period of 5
consecutive years, commencing from FY 2025-26 to FY 2029¬
30, at the Board meeting held on July 29, 2025, based on the
recommendation of the Audit Committee, subject to the approval
of the Members at the ensuing Annual General Meeting (“AGM”)
of the Company. They will undertake secretarial audit as required
and issue the necessary secretarial audit report for the aforesaid
period in accordance with the provisions of Section 204 of the
Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and amended Regulation
24A of the SEBI Listing Regulations. They have confirmed that
their appointment complies with the eligibility criteria in terms
of SEBI Listing Regulations. The resolution seeking Members’
approval for their appointment forms part of the Notice.

The Secretarial Audit Report for the year under review issued
by Mr. Yogesh Sharma of M/s. Yogesh Sharma & Co is annexed
to this Annual Report as Annexure C. There are no audit
qualifications, in the said Secretarial Audit Report except as
mentioned in the Report and the management response to the
same which is self explanatory.

VCFPL, material subsidiary of the Company as per Regulation
16(1 )(c) of SEBI Listing Regulations, has also obtained
Secretarial Audit Report from M/s Yogesh Sharma & Co.,
Company Secretaries. The said report also forms a part of this
Annual Report as Annexure D.

Pursuant to regulation 24A (2) of the SEBI Listing Regulations,
the Company has obtained the Annual Secretarial Compliance
Report for the financial year ended March 31, 2025, thereby
confirming compliance of the applicable SEBI Regulations
and circulars / guidelines issued thereunder, on behalf of the
Company and the same was submitted with the stock exchanges
within the given timeframe. The report is also available on the
website of the Company.

STATUTORY AUDITORS

At the 31^st Annual General Meeting (AGM) of the Company
held in the year 2024, the Shareholders had approved the
appointment of M/s. Deoki Bijay and Co, Chartered Accountants,
(Firm Registration No. 313105E), as the Statutory Auditors of
the Company for a period of five years from the conclusion of
the 31^st AGM till the conclusion of the 36^th AGM, in terms of the
applicable provisions of Section 139(1) of the Act, read with the
Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report on the Financial Statements (Standalone
and Consolidated) of the Company for the year under review,
“with an unmodified opinion”, as given by the Statutory Auditors,
is disclosed in the Financial Statements forming part of this
Annual Report. The Auditors’ Report is clean and there are no
qualifications in their Report.

The Notes to the Financial Statements (Standalone and
Consolidated) are self-explanatory and do not call for any further
comments.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors nor
the Secretarial Auditor have reported to the Audit Committee
under Section 143(12) of the Act, any instances of fraud
committed against your Company by its officers and employees,
details of which would need to be mentioned in the Directors’
Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE ACT

All related party transactions that were entered into during the
year were on arm’s length basis and in the ordinary course of
business except as disclosed in Form AOC-2 which form part
of the Board report as Annexure E. The Audit Committee has
approved the related party transactions and subsequently the
same were approved by the Board of Directors from time to time
and the same are disclosed in the Financial Statements of the
Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing
Regulations, the Board of Directors has, on recommendation
of the Audit Committee, adopted a Policy on Related Party
Transactions and the said policy is available on the website
of the Company at https://www.vertexbroking.com/Vertex/
CompanvPolicv

ANNUAL RETURN

In compliance with section 134(3)(a) of the Act, a copy of the
annual return as provided under Section 92(3) of the Act in
the prescribed form, which will be filed with the Registrar of
Companies/Ministry of Corporate Affairs (‘MCA’), is available on
the website of Company and can be accessed at https://www.
vertexbroking.com/Investors

POLICIES

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act, the Board has devised
Nomination and Remuneration Policy for determining director
attributes and remuneration of Directors, Key Managerial
Personnel and Senior Management Employees. The said
Policy is available on the website of the Company https://www.
vertexbroking.com/Home/CompanvPolicv

CODE FOR PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider
Trading) Regulations, 2015, as amended from time to time, the
Company has adopted a Code of Fair Disclosure to formulate a
framework and policy for disclosure of events and occurrences
that could impact price discovery in the market for its securities
as per the requirements under the SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Code of Fair Disclosure has
been made available on the Company’s website at https://
vertexbroking.com/Home/CompanyPolicy

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to
manage these risks at acceptable levels in order to achieve
business objectives. The risks to which the Company is
exposed to are both external and internal. The Company has
in place a Risk Management Policy, to identify and evaluate
the various elements of risk, which may pose a threat to the
business and existence of the Company. After identifying the risk
and assessing the level of impact, controls are put in place to
mitigate the risk. The policy has different risk models, which help
in identifying risks trend, exposure and potential impact analysis
at the Company Level. The policy is available on the Company’s
website at https://vertexbroking.com/Home/CompanvPolicv

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil
mechanism to report genuine concerns and grievances of
directors and employees in confirmation with Section 177(9)
of the Act and Regulation 22 of SEBI Listing Regulations. The
Policy provides adequate safeguards against victimization ol
persons who use the Whistle Blower mechanism. It provides
appropriate avenues to the employees to bring to the attention of
the Management any issue, which is perceived to be in violation
or in conflict with the fundamental business of the Company. The
employees are encouraged to voice their concerns by way of the
policy and have been given access to the Audit Committee. The
policy is available on the website of the Company at https://www.
vertexbroking.com/Home/CompanvPolicv

POLICY ON SEXUAL HARRASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at
work place and has adopted a policy on prevention, prohibition
and redressal of sexual harassment at workplace in line with
the provision of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules
framed there under.

The Company has constituted an Internal Complaints Committee
as per Section 4 of the Sexual Harassment of Women al
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The status of complaints as on March 31,2025 is as follows:

No. of Complaints	No. of Complaints	No. of Complaints
received in the	disposed of	pending for more
year	during the year	than 90 days
Nil	Nil	Nil

The Directors state that during the year under review, there was
no complaint received pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

DISCLOSURE PURSUANT TO THE MATERNITY BENEFIT
ACT, 1961

The Company affirms its full compliance with the provisions of
the Maternity Benefit Act, 1961. It is further confirmed that there
have been no deviations from the requirements stipulated under
the said Act during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company ensures optimized and efficient consumption
of energy in all the offices/branches of the Company located
across India. With the implementation of its digital initiatives, the
Company has also substantially reduced its paper consumption.

The Company has always leveraged technological innovations
to improve its operational efficiency and satisfy and retain its
customer base. Keeping in line with the SEBI guidelines, the
Company has been automating the customer on-boarding
process. This has enabled the Company to reduce time¬
consuming activities and complexity of physical on-boarding of
clients.

The details regarding foreign exchange earnings and outgo are
given below:

Earnings: Nil
Outgo: Nil

HUMAN RESOURCES

As a service Company, the Company’s operations are heavily
dependent on qualified and competent personnel. As on March
31, 2025, the total strength of the Company’s permanent
employees stood at 74 excluding casual & contract staff. Your
Company takes significant effort in training all employees at
various levels.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

There are no employees drawing a monthly or yearly
remuneration in excess of the limits specified under Section
197 of the Act, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required
under Section 197 of the Act, read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time is attached herewith
as Annexure F.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the
year. There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the Company
to which the financial statements relate and the date of this
Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the
Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, wherever
necessary.

b) The Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company at
the end of the financial year and of the loss of the Company
for that period.

c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and
other irregularities.

d) The Directors have prepared the annual accounts on an
ongoing concern basis.

e) The Directors have laid down internal financial controls
system to be followed by the Company and that such internal
financial controls system is adequate and was operating
effectively.

The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

CODE OF CONDUCT FOR DIRECTORS & SENIOR
MANAGEMENT

The Board has adopted a Code of Conduct for Directors &
Senior Management in accordance with the provisions of the
Act and Regulation 17(5) of the SEBI Listing Regulations. The
Code also incorporates the duties of Independent Directors. All
the Board Members and Senior Management Personnel have
confirmed compliance with the Code. A declaration to that effect
signed by the Managing Director forms part of the Corporate
Governance Report. A copy of the Code has been put on the
Company’s website.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act,
read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”), all unpaid or unclaimed dividends are required to be
transferred by the Company to the Investor Education and
Protection Fund (“IEPF” or “Fund”) Account established by the
Central Government, after completion of seven years from the
date the dividend is transferred to unpaid/ unclaimed account.
Further, according to the Rules, the shares in respect of which
dividend has not been paid or claimed by the members for seven
consecutive years or more shall also be transferred to the demat
account created by the IEPF Authority after complying with the
procedure laid down under the Rules.

Your Company did not have any funds lying unpaid or unclaimed
for a period of seven years. Therefore, there were no funds
which were required to be transferred to investor Education and
Protection Fund (IEPF).

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was
made or proceeding initiated against the Company under the
Insolvency and Bankruptcy Code, 2016 nor any such proceeding
was pending at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or
Financial Institutions during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the
co-operation and continued support received from customers,
shareholders, investors, parent company, collaborators,
vendors, financial institutions, banks, regulatory authorities and
the society at large during the year.

Your Directors recognize and appreciate the efforts and hard
work of all the employees of the Company and their continued
contribution to its progress.

For and on behalf of the Board of Directors

Ramachandran Unnikrishnan George Mampallil

Managing Director & CEO Executive Director & CFO

DIN:00493707 DIN: 01976386

Date: July 29, 2025
Place: Kochi

---

Mar 31, 2024

The Directors of your Company are pleased to present the 31st Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year (“FY”) ended March 31,2024.

COMPANY OVERVIEW

Vertex Securities Limited in offers comprehensive brokerage services across various financial segments, including equity, equity derivatives, currency derivatives, and commodities. The Company provides a well-diversified portfolio of financial services which includes online mutual funds, online insurance support/services, and online account opening. The Company provides an extensive array of products and services thoughtfully curated to empower customers in their pursuit of expanding their financial assets.

FINANCIAL HIGHLIGHTS

The table below gives the standalone and consolidated financial highlights of the Company for the year ended March 31,2024, as compared to the previous year.

(Rs. in lakh)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	870.09	785.38	908.85	838.19
Total Expenditure	833.38	855.90	862.64	893.83
Profit / (Loss) before Exceptional Items and Tax	36.71	(70.52)	46.20	(55.63)
Exceptional Items	0.00	0.00	0.00	0.00
Total Tax Expenses	(1.24)	0.00	(0.31)	(0.71)
Profit/(Loss) for the Year	37.96	(70.52)	46.51	(54.92)
Other Comprehensive Income	(1.66)	(0.67)	(1.75)	(0.50)
Total Comprehensive Income	36.29	(71.19)	44.75	(55.42)

PERFORMANCE REVIEW STANDALONE PERFORMANCE

CONSOLIDATED ACCOUNTS

The total revenue of the Company for FY 2023-24 stood at Rs. 870.09 lakh as compared to Rs. 785.38 lakh in the previous year. The operations have recorded a profit of Rs. 36.71 lakh for the year as compared to loss of Rs. 70.52 lakh in the previous year.

CONSOLIDATED PERFORMANCE

The total consolidated revenue of the Company for FY 202324 stood at Rs. 908.85 lakh as compared to Rs. 838.19 lakh in the previous year. The consolidated operations have recorded a profit of Rs. 46.20 lakh as compared to a loss of Rs. 55.63. lakh in the previous year.

Detailed information on operational and financial performance . of the Company for the financial year is given in the Management Discussion and Analysis Report which is set out separately with the Directors’ Report.

The Consolidated Financial Statements of the Company are prepared in accordance with Section 129 of the Companies Act, 2013 (“Act”) read with relevant Accounting Standards issued by the Institute of Chartered Accountants of India and forms part of this Annual Report. Pursuant to Section 136 of the Act, the standalone financial statements of the Company and the consolidated financial statements along with the relevant documents form part of this Annual Report and separate audited accounts in respect of the subsidiary are available on the website of the Company at https://vertexbroking.com/Investors/ VertexCommoditiesFinancialResults.

STATE OF COMPANY’S AFFAIRS AND OPERATIONS

The Company plays a pivotal role in guiding investors to efficiently direct their household savings into the dynamic capital market, thus fostering the cultivation of long-term wealth.

The Company has introduced Aadhar-based digital onboarding. This innovative approach empowers customers to seamlessly initiate their engagement with the Company and conduct transactions from the secure confines of their homes. Further, the Company has enhanced its portfolio analysis and financial planning applications. Moreover, the efforts to diversify its business portfolio by distribution of Third-Party Products, such as Mutual Funds, Non-Convertible Debentures and insurance products, are anticipated to yield tangible outcomes in the coming years.

DIVIDEND

Considering the small profit made by the Company, your Directors have not recommended any dividend for the year.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves for the year ended March 31,2024.

SHARE CAPITAL

AUTHORIZED CAPITAL

The Authorized Capital of the Company is Rs. 35,00,00,000/-(Rupees Thirty Five Crores) comprising Rs. 33,00,00,000/-(Rupees Thirty Three Crores Only) of 16,50,00,000 (Sixteen Crore Fifty Lakhs) Equity Shares of Rs.2/-(Rupees Two Only) each and Rs. 2,00,00,000/- ( Rupees Two Crores Only ) of 200,000 Non-cumulative Redeemable Preference Shares of Rs. 100/- ( Rupees Hundred Only) each.

ISSUED, SUBSCRIBED & PAID UP CAPITAL

The issued, subscribed and paid-up Share Capital as on March 31,2024 was Rs 14.80 Crores, comprising of 7,40,12,189 Equity Shares of the face value of Rs. 2 each, fully paid-up.

Further, the Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

RIGHTS ISSUE OF SHARES:

Your company is proposing the Rights Issue of Equity Shares. The company has already received in-principle approval from BSE on dated August 05, 2024. The time, pricing, and entitlement ratio will be decided by the Board Shortly.

OPERATIONS OF SUBSIDIARY

VERTEX COMMODITIES AND FINPRO PRIVATE LIMITED

Vertex Commodities And Finpro Private Limited (VCFPL) is a wholly owned subsidiary of the Company engaged in commodity broking business. VCFPL is a member of the Multi Commodity Exchange of India Ltd. (MCX).

During the year ended March 31,2024, VCFPL had total revenue of Rs. 38.75 lakh and net profit of Rs. 8.55 lakh as against the total revenue of Rs. 52.81 lakh and net profit of Rs 15.59 lakh in the previous year.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

Pursuant to provisions of Section 129(3) of the Act, a statement containing salient features of the financial statements of the Company’s subsidiary in Form AOC-1 is attached to the financial statements of the Company.

Your Company has also formulated a policy for determining material subsidiaries, which is available on the website of the Company at the web link: https://www.vertexbroking.com/Home/ CompanvPolicv

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such no amount on account of principal or interest on public deposit under section 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014 was outstanding as on March 31,2024.

LOAN FROM DIRECTORS

During the financial year, the Company has taken loan from Directors. The details of which have been provided in the Financial Statements part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTEMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, are separately disclosed in this Annual Report, as part of the notes to the Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on Management Discussion and Analysis Report highlighting the business of your Company forms part of the Annual Report. It, inter-alia, provides details about the economy, business, performance review of the Company’s various businesses and other material developments during the year 2023-24 and is separately attached as Annexure A.

REPORT ON CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. The Company has complied with the requirements under the Act and as stipulated under the provisions of the SEBI Listing Regulations.

The Report on Corporate Governance as stipulated under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Report as Annexure B. A certificate of the Statutory Auditor confirming compliance of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

Following mentioned are the Directors of the Company as on March 31,2024 :

S. No	Name of the Director	Designation
1.	Mr. Kumar Nair	Chairman
2.	Mr. Ramachandran Unnikrishnan	Managing Director
3.	Mr. George Joseph Mampillil	Director & Chief Financial Officer
4.	Mr. James Pothen	Independent Director
5.	Mr. Jose Thomas Polachira	Independent Director
6.	Mrs. Latha Anand	Independent Director

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Ramachandran Unnikrishnan (DIN: 00493707), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the Director proposed for appointment/re-appointment has been given in the statement annexed to the Notice convening the Annual General Meeting.

Completion of the Term of Directors and Appointment of Directors:

The tenure of Mr. James Pothen and Mr. Jose Polachira, as an Independent Director of the company, is coming to an end on 19th September, 2024. The Board deeply appreciates the valuable services and guidance provided by the Directors during their tenure.

The company has decided to appoint Mr. George Abraham Vithayathil and Mr. Mathews Varghese as Independent Directors in place of retiring directors and the approval of the members for same is sought from the members in the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company after due assessment took on record the necessary declarations received from each of the Independent Directors under Section 149(7) of the Act, that they meet the criteria of Independence laid down in Section 149(6) of the Act, and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties. Further, all the Independent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Haryana (“IICA”) as notified by the Central Government under Section 150(1) of the Act and shall undergo online proficiency self-assessment test within the time prescribed by the IICA, if applicable. The Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications experience, expertise, hold highest standards of integrity and are independent of the Management of the Company. The terms and conditions of appointment of Independent Directors are available on the website of the Company at https://www. vertexbroking.com/Home/CompanvPolicv

FAMILIARIZATION PROGRAMME FOR DIRECTORS

The Independent Directors of the Company are persons of integrity, possessing rich experience and expertise in the field of corporate management, finance, capital market, economic and business information. The Company has issued appointment letter to the Independent Directors setting out in detail, the terms of appointment, duties, roles & responsibilities and expectations of the Independent Director. The Board of Directors has complete access to the information within the Company. Presentations are regularly made to the Board of Directors / Audit Committee / Nomination, Remuneration and Compensation Committee / Stakeholders’ Relationship Committee on various related matters, where Directors have interactive sessions with the Management. Further the Managing Director also holds one to one discussion with the newly appointed Director to familiarize with the Company’s operations.

The details of the Company’s familiarization programme for Independent Directors can be accessed at https://www. vertexbroking.com/Home/CompanvPolicv

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Nomination, Remuneration and Compensation Committee of the Company has laid down the criteria for performance evaluation of the Board and individual directors including the

Independent Directors and Chairperson covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its committees, Board Culture, execution and performance of specific duties, obligations and governance. It includes circulation of evaluation forms separately for evaluation of the Board, its Committees, Independent Directors / NonExecutive Directors / Executive Directors and the Chairman of your Company.

The Board and the Nomination, Remuneration And Compensation Committee reviewed the performance of individual Directors including the Chairman and the Managing Director on their personal performance, participation, contribution and offering guidance and understanding of the areas which were relevant to them in their capacity. The Directors were also assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including assessing the quality, quantity and timeliness of flow of information between the Company’s Management and the Board which is necessary for the Board to effectively and reasonably perform their duties.

In a separate meeting of Independent Directors held on February 13, 2024, performance of Non-Independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive Directors and NonExecutive Directors.

The Board expressed its satisfaction with the evaluation results, which reflects the high degree of engagement of the Board and its Committees with the Company and its Management.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act, following are the KMP of the Company as on March 31,2024:

S.	Name of the KMP	Designation
no
i.	Mr. Ramachandran Unnikrishnan	Managing Director
2.	Mr. George Joseph Mampillil	Director & Chief Financial Officer
3.	Mr. Aniket Malekar	Company Secretary and Compliance Officer

During the year, Ms. Preeti Jain resigned as Company Secretary and Compliance Officer of the Company effective May 08, 2023. The company appointed Mr. Hussain Bohra as a Company Secretary and Compliance Officer with effect from June 01, 2023. Subsequently, Mr. Hussain Bohra resigned from the said position on July 15, 2023 due to unavoidable personal reasons and Mr. Aniket Malekar was appointed as a Company Secretary and Compliance Officer with effect from July 24, 2023.

MEETINGS OF THE BOARD AND COMMITTEES

The Board met 4 (four) times during the year, the details of which are given in the Corporate Governance report. The intervening gap between two consecutive meetings was within the period prescribed under the Act, Secretarial Standards on Board Meetings and SEBI Listing Regulations as amended from time to time.

The Board on the recommendation of the Nomination, Remuneration and Compensation Committee has adopted a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management. The said policy is available on the website at https://www.vertexbroking. com/Home/CompanyPolicy.

The salient features of the Policy are provided in the Corporate Governance Report.

BOARD COMMITTEES

The Board has constituted following Committees in compliance with the requirements of the business and relevant provisions of applicable laws and statutes:

• Audit Committee

• Nomination, Remuneration and Compensation Committee

• Stakeholders’ Relationship Committee

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

AUDIT COMMITTEE

As on March 31, 2024 the Audit Committee comprises of Mr. James Pothen, Mr. Jose Thomas Polachira and Mr. Ramachandran Unnikrishnan as its Members. The Committee comprises of majority of Independent Directors with Mr. James Pothen, being the Chairman.

NOMINATION REMUNERATION AND COMPENSATION COMMITTEES

As on March 31, 2024 the Nomination, Remuneration and Compensation Committee comprises Mr. Jose Thomas Polachira, Mr. James Pothen and Mr. Kumar Nair as its members. The Committee comprises of majority of Independent Directors with Mr. Jose Thomas Polachira, being the Chairman.

STAKEHOLDER RELATIONSHIP COMMITTEE

As on March 31,2024 the Stakeholder Relationship Committee comprises Mr. James Pothen, Mr. Jose Polachira and Mr. Ramachandran Unnikrishnan as its Members. The Committee comprises of majority of Independent Directors with Mr. James Pothen, being the Chairman.

The details with respect to the composition, powers, roles, terms of reference, etc. of the aforesaid Committees are given in the Corporate Governance Report which is presented in a separate section and forms part of the Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Board of Directors affirms that the Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Companies Secretaries of India and that such systems are adequate and operating effectively. The Company has complied with the applicable Secretarial Standards.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal financial control over financial reporting includes those policies and procedures that pertains to maintenance of records, provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

The Company’s Board and Audit Committee reviews the adequacy and effectiveness of internal control systems, internal audit reports and legal compliances and provides guidance for further strengthening them. The Audit Committee reviews all quarterly and yearly financial results of the Company and recommends the same to the Board for its approval.

SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operation in future.

MAINTENANCE OF COST RECORDS

The provisions of Section 148 of the Act are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under Section 148(1) of the Act.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, the Company had appointed Mr. Yogesh Sharma, Practicing Company Secretary, as the Secretarial Auditor of the Company for the year under review, to conduct Secretarial Audit of the Company.

The Secretarial Audit Report for the year under review issued by Mr. Yogesh Sharma is annexed to this Report as Annexure C. There are no audit qualifications, in the said Secretarial Audit Report.

VCFPL, material subsidiary of the Company as per Regulation 16(1)(c) of SEBI Listing Regulations, has also obtained Secretarial Audit Report from Mr. Yogesh Sharma, Practicing Company Secretary. The said report also forms a part of this Annual Report as Annexure D.

Further, in terms of the provisions of the Circular No. CIR/CFD/ CMD1/27/2019 dated 8^th February, 2019 issued by Securities and Exchange Board of India, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2023, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued thereunder, on behalf of the Company.

STATUTORY AUDITORS

At the 26^th Annual General Meeting (AGM) of the Company held in the year 2019, the Shareholders had approved the appointment of S. S. Khan & Co., Chartered Accountants, (Firm Registration No.133324W), as the Statutory Auditors of the Company for a period of five years from the conclusion of the 26^th AGM till the conclusion of the 31^st AGM, in terms of the applicable provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014.

The Auditors’ Report on the Financial Statements (Standalone and Consolidated) of the Company for the year under review, “with an unmodified opinion”, as given by the Statutory Auditors, is disclosed in the Financial Statements forming part of this Annual Report. The Auditors’ Report is clean and there are no qualifications in their Report.

The Notes to the Financial Statements (Standalone and Consolidated) are self-explanatory and do not call for any further comments.

The term of Statutory auditors is coming to an end at the conclusion of ensuing AGM and the company has proposed to appoint M/s Deoki Bijay and Co., as statutory auditors of the company. The resolution for the same and further details are contained in the Notice of AGM as contained in Annual Report for FY 2023-24.

REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the Statutory Auditors or Secretarial Auditors have reported to the Audit Committee under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers and employees, details of which would need to be mentioned in the Directors’ Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE ACT, 2013

All related party transactions that were entered into during the year were on arm’s length basis and in the ordinary course of business except as disclosed in Form AOC-2 which form part of the Board report as Annexure E. The Audit Committee has approved the related party transactions and subsequently the same were approved by the Board of Directors from time to time and the same are disclosed in the Financial Statements of the Company for the year under review.

Further, pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board of Directors has, on recommendation of the Audit Committee, adopted a Policy on Related Party Transactions and the said policy is available on the website of the Company at https://www.vertexbroking.com/Vertex/ CompanvPolicv

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for the financial year ended March 31,2024 is uploaded on the website of the Company and can be accessed at https://www.vertexbroking.com/Investors

POLICIES

NOMINATION AND REMUNERATION POLICY

Pursuant to Section 178 of the Act, the Board has devised Nomination and Remuneration Policy for determining director attributes and remuneration of Directors, Key Managerial Personnels and Senior Management Employees. The said Policy is available on the website of the Company https://www. vertexbroking.com/Home/CompanvPolicv

CODE FOR PREVENTION OF INSIDER TRADING

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Fair Disclosure to formulate a framework and policy for disclosure of events and occurrences that could impact price discovery in the market for its securities as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code of Fair Disclosure has been made available on the Company’s website at https://vertexbroking.com/Home/ CompanyPolicy

RISK MANAGEMENT POLICY

Risks are an integral part of business and it is imperative to manage these risks at acceptable levels in order to achieve

business objectives. The risks to which the Company is exposed to are both external and internal. The Company has in place a Risk Management Policy, to identify and evaluate the various elements of risk, which may pose a threat to the business and existence of the Company. After identifying the risk and assessing the level of impact, controls are put in place to mitigate the risk. The policy has different risk models, which help in identifying risks trend, exposure and potential impact analysis at the Company Level.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine concerns and grievances of directors and employees in confirmation with section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations. The Policy provides adequate safeguards against victimization of persons who use the Whistle Blower mechanism. It provides appropriate avenues to the employees to bring to the attention of the management any issue, which is perceived to be in violation or in conflict with the fundamental business of the Company. The employees are encouraged to voice their concerns by way of the policy and have been given access to the Audit Committee. The policy is available on the website of the Company at https://www. vertexbroking.com/Home/CompanvPolicv

CORPORATE SOCIAL RESPONSIBILITY POLICY

Pursuant to provision of Section 135 of the Act, the Company is required to form a Corporate Social Responsibility (CSR) Committee and spend 2% of the average net profits of the last three financial years on CSR activities. Accordingly, provisions related to CSR is not applicable to the Company.

POLICY ON SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The Company has constituted an Internal Complaints Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors state that during the year under review, there was no complaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company ensures optimized and efficient consumption of energy in all the offices/branches of the Company located across India. With the implementation of its digital initiatives, the Company has also substantially reduced its paper consumption.

The Company has always leveraged technological innovations to improve its operational efficiency and satisfy and retain its customer base. Keeping in line with the SEBI guidelines, the Company has been automating the customer on-boarding process. This has enabled the Company to reduce timeconsuming activities and complexity of physical on-boarding of clients.

The details regarding foreign exchange earnings and outgo are given below:

Earnings: Nil

Outgo: Nil

HUMAN RESOURCES

As a service Company, the Company’s operations are heavily dependent on qualified and competent personnel. As on March 31, 2024 the total strength of the Company’s permanent employees stood at 68 excluding casual & contract staff. Your Company takes significant effort in training all employees at various levels.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified under Section 197 of the Act, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendments thereof.

The information containing particulars of employees as required under Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time is attached herewith as Annexure F.

MATERIAL CHANGES AND COMMITMENTS

There has been no change in the nature of business during the year. There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:-

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of profit/loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on an ongoing concern basis.

e) The Directors have laid down internal financial controls system to be followed by the Company and that such internal financial controls system is adequate and was operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT

The Board has adopted a Code of Conduct for Directors & Senior Management in accordance with the provisions of the Act, and Regulation 17(5) of SEBI Listing Regulations. The Code also incorporates the duties of Independent Directors. All the Board Members and Senior Management Personnel have confirmed compliance with the Code. A declaration to that effect signed by the Managing Director forms part of the Corporate Governance Report. A copy of the Code has been put on the Company’s website.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (“IEPF” or “Fund”) Account established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, according to the Rules, the shares in respect of which

dividend has not been paid or claimed by the members for seven consecutive years or more shall also be transferred to the demat account created by the IEPF Authority after complying with the procedure laid down under the Rules.

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to investor Education and Protection Fund (IEPF).

INSOLVENCY AND BANKRUPTCY CODE

During the financial year under review, no applications was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial year under review.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions during the period under review.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, shareholders, investors, parent company, collaborators, vendors, financial institutions, banks, regulatory authorities and the society at large during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 22nd Annual Report of the Company along with Audited Financial Statements, for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS:

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Total Income 504.57 498.61

Total Expenditure 530.49 597.81

Profit / (Loss) from Operations (25.92) (99.20)

before Other Income, Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (25.92) (99.20)

Activities before Finance Cost &

Exceptional Items

Profit / (Loss) from Ordinary (46.71) (111.26)

Activities after Finance Cost but before Exceptional Items

Exceptional Items Profit / (Loss) 18.99 12.20

Profit / (Loss) from Ordinary (27.72) (99.06)

Activities before Tax

Total Tax 0.09 0.00

Net Profit / (Loss) from (27.81) (99.06)

Ordinary Activities After Tax

Net Profit / (Loss) For the (27.81) (99.06) period

PERFORMANCE REVIEW:

During the year ended 31st March, 2015, your Company earned consolidated revenue of Rs. 596.49 Lacs as compared to Rs. 583.50 Lacs in the previous year. The consolidated operations have recorded a loss of Rs. 33.33 Lacs as compared to a loss of Rs. 152.91 Lacs in the previous year. The net loss suffered is being carried over to the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out separately with the Directors' Report.

DIVIDEND:

Due to inadequacy of profits your Directors regret their inability to recommend any Dividend for the year.

CONSOLIDATED ACCOUNTS:

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2015 and the Balance Sheet as on that date as required under Listing Agreement is also enclosed herewith.

During the year, the Issued, Subscribed and Paid Up Equity Share Capital of the Company has increased due to conversion of 5,206,454 0.5% Fully Convertible Preference shares of Rs. 10/- each into 26,032,270 Equity Shares of Rs. 2/- each. There is no change in the Total Authorised and Paid Up Equity Share Capital of the Company.

OPERATIONS OF SuBSIDIARY:

Vertex Commodities and Finpro Private Limited:

During the year ended 31st March, 2015 the subsidiary company Vertex Commodities And Finpro Private Limited had total

SHARE CAPITAL STRuCTuRE:

Year ended Year ended Particulars 31st March, 31st March, 2015 2014 SHARE CAPITAL:

73,753,805 (P.Y 73,753,805) 147,507,610 14,75,07,610 Equity Shares of Rs. 2/- each

5,981,739 (P.Y 5,981,739) 0.5% 59,817,390 5,98,17,390 Preference shares of Rs. 10/- each

5,00,000 (P.Y 5,00,000) 15% 50,000,000 5,00,00,000 Non-Cumulative Redeemable Preference shares of Rs. 100/- each

TOTAL 257,325,000 257,325,000

ISSuED, SuBSCRIBED AND PAID uP CAPITAL:

73,753,750 (P.Y 47,721,480) 147,507,500 95,442,960 Equity Shares of Rs. 2/- each

Nil (P.Y 5,206,454) 0.5% Fully — 52,064,540 Convertible Preference shares of Rs. 10/- each fully paid up

27,758 (P.Y 27,758) 15% Non 2,775,800 2,775,800 Cumulative Redeemable Preference Shares of Rs. 100/- each

TOTAL 150,283,300 150,283,300

revenue of Rs. 9,191,485 and loss of Rs. 552,521 as against the total revenue of Rs. 1,33,89,365 and loss of Rs. 53,86,350 respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

LISTING ON STOCK EXCHANGE

The Company's Equity Shares continue to be listed on The BSE Ltd.

DIRECTORS AND KMP:

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. U. Ramachandran, Director of the Company (DIN: 00493707), retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment and your Board has recommended his re-appointment.

Mrs. Latha Anand was appointed as an Additional Independent Woman Director of the Company pursuant to Section 161 of the Companies Act, 2013 by the Board of Directors on 12th May, 2015. In accordance with the provisions of Section 149 of the Companies Act, 2014 read with Companies (Appointment and Qualification of Directors) Rules, 2014, the approval of Members is being sought at the ensuing Annual General Meeting of the Company for the appointment of Mrs. Latha Anand as Independent Director who shall hold office for a term up to five consecutive years on the Board of the company and will not be liable to retire by rotation.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for appointment/re-appointment has been given in the Notice convening the Annual General Meeting.

In accordance with the provisions of Section 203 of the Companies Act, 2013, Ms. Aswathi C Madhavadas, an Associate Member of the Institute of Company Secretaries of India, was appointed as Company Secretary and Compliance Officer of the Company w.e.f. 12th May, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2014- 15, as required under Clause 49 of the Listing Agreement,forms part of the Annual Report and is attached separately as Annexure A.

REPORT ON CORPORATE GOVERNANCE

The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The Report on Corporate Governance is provided as Annexure B

AUDITORS' REPORT

Referring to observations a) and b) given under "Basis for Qualified Opinion" in the Independent Auditors Report, it is clarified that:

(a) as stated in notes forming part of accounts the management has evaluated long term investments and confirm that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

(b) as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are in various stages in different Courts.

SECRETARIAL AUDIT

A Report on Secretarial Audit is appended to this report as Annexure C

Referring to the qualifications by the Secretarial auditors, it is clarified that:

i. The Company has not yet found a suitable person for the post of Chief Financial Officer (CFO). However, the appointment of CFO is under process as the requirement is mandated by the Companies Act, 2013.

ii. The change in shareholding of the Promoters and Top Ten Shareholders, which is to be intimated to the Registrar of Companies in the prescribed form pursuant to Section 93 of the Companies Act, 2013, is delayed as there were some discrepancies in the Distinctive Numbers of the Shares provided by the Registrar and Transfer Agents and the Stock Exchange. The matter is clarified and the prescribed return have since been filed.

EXTRACT OF ANNuAL RETURN

An extract of Annual return in Form MGT-9 is appended to this report as Annexure D

BOARD COMMITTEES:

The Board of Directors of the Company had already constituted various Committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement, such as Audit Committee, Remuneration and Compensation Committee, Share Transfer and Stakeholders' Relationship Committee.

During the year under review, in compliance with the above said provisions, the Board has re-constituted Remuneration and Compensation Committee into Nomination, Remuneration and Compensation Committee. The Committee acts as a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and as Compensation Committee under Regulation 5 of Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines, 1999.

All decisions pertaining to the constitution of the Committees, appointment of members and fixing of terms of reference/role of the Committees are taken by the Board of Directors.

Details of the role and composition of these Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report, which forms a part of the Annual Report.

MEETINGS

The details regarding the meeting of the Board of Directors, Committees of the Board and meeting of Independent Directors are provided in the Report on Corporate Governance, which forms part of the Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the policy is attached to the Board's Report as Annexure E

VIGILANCE MECHANISM AND WHISTLE BLOWER POLICY

The Company has a Vigilance Mechanism and Whistle Blower Policy to deal with instances of fraud and mismanagement. The policy is uploaded in the website of the Company.

RISK MANAGEMENT

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Company has in place a Risk Management Policy, to identify and evaluate business risk and opportunities. The policy has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company Level.

PERFORMANCE REVIEW OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Section 134(3) (p), Section 149(8) and Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, annual performance evaluation of the Directors as well as the Committees of the Board has been carried out.

The performance evaluation of the Independent Directors was carried out by the entire Board of Directors of the Company and the performance evaluation of the Chairman and Non- Independent Directors was carried out by the Independent Directors.

STATEMENT OF DECLARATION ON INDEPENDENT DIRECTORS

The Board of Directors declares that the Independent Directors of the Company are persons:

* who possess relevant expertise and experience to be an independent director in the Company;

* who was/were not a promoter of the company or its holding, subsidiary or associate company;

* who is not related to promoters / directors / persons occupying management position at the board level or level below the board in the company, its holding, subsidiary or associate company;

* who, apart from receiving director sitting fees / remuneration, has/had no pecuniary relationship / transactions with the company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial;

* none of whose relatives has or had any pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to 2% or more of its gross turnover or total income or Rs. 50 Lacs or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

* who, neither himself nor any of his relatives:

a) holds or has held the position of a key managerial personnel or is or has been employee/executive of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year;

b) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year of;

a. a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

b. any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to 10% or more of the gross turnover of such firm;

c) holds together with my relatives 2% or more of the total voting power of the company; or

d) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives 25% or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds 2% or more of the total voting power of the company; or

* who is not a material supplier, service provider or customer or a lessor or lessee of the company;

* who is not less than 21 years of age.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re- appointment. Your Directors recommend their appointment.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Disclosures as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, and disclosure pursuant to the Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 are provided as Annexure F to the Board's Report.

PENALITIES/PUNISHMENTS OR COMPOUNDING OF OFFENCES

There are no significant and material orders passed by the Courts, Tribunal or other Regulators impacting the going concern status and company's operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTEMENTS MADE U/S 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the Notes to Financial Statements of the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions attracting compliance under Section 188 of the Companies Act are placed before the Audit Committee as well as before the Board for approval.

The disclosures on the Related Party Transactions in the Form AOC-2 are provided as Annexure G.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public, or its employees during the year under review.

TRANSFER TO INVESTOR EDuCATION AND PROTECTION FUND (IEPF)

Your Company has, during the year, transferred an amount of Rs. 9,666/- to Investor Education and Protection Fund (IEPF), in compliance with the provisions of the Companies Act, 1956. The amount represents the dividend for the year 2006-07 which remained unclaimed by the members of the Company for a period exceeding 7 years from its due date of payment.

PARTICuLARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure H.

CONSERVATION OF Energy, Technology ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OuTGO

In view of the nature of activities which are being carried on by the Company, the disclosures regarding Conservation of Energy & Technology Absorption are not applicable to the Company.

SEXUAL HARASSMENT

The Company has constituted an Internal Complaints

Committee as per Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, there were no cases filed pursuant to the above said provisions.

MATERIAL CHANGES

There are no material changes affecting the financial position of the Company between the date of Financial Statements and the Board's report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm that:-

a) in the preparation of the Annual Accounts for the year ended 31st March, 2015, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2015.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the annual accounts on an ongoing concern basis.

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial control is adequate and was operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers.

Your directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution it its progress.

For and On behalf of the Board of Directors



kumar Nair Chairman and Managing Director (DIN: 00320541) Place : Cochin-18 Date : 27.07.2015

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting before you the 21st Annual Report of the Company along with Audited Accounts, for the financial year ended 31st March, 2014.

The Standalone Statement of Profit & Loss for the year ended 31st March, 2014 and Balance Sheet as on that date together with the notes forming part of accounts as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2014 with corresponding figures of the previous year are given below:-

(in Lacs)

Particulars 31.03.2014 31.03.2013

Total Income 498.61 768.36

Total Expenditure 597.81 861.60

Profit / (Loss) from Operations (99.20) (93.23) before Other Income, Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (99.20) (93.23) Activities before Finance Cost & Exceptional Items

Profit / (Loss) from Ordinary (111.26) (138.11) Activities after Finance Cost but before Exceptional Items

Exceptional Items Profit / (Loss) 12.20 (9.29)

Profit / (Loss) from Ordinary (99.06) (147.40) Activities before Tax

Total Tax - (14.46)

Net Profit / (Loss) from Ordinary (99.06) (161.86) Activities After Tax

Net Profit / (Loss) For the period (99.06) (161.86)

BUSINESS

During the year ended 31st March, 2014 your Company earned consolidated revenue of '' 583.50 Lacs as compared to '' 1,088.56 Lacs in the previous year. The consolidated operations have recorded a net loss of '' 152.92 Lacs as compared to a net loss of '' 163.25 Lacs in the previous year. The net loss suffered is being carried over to the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure to the Directors'' Report.

DIVIDEND

Due to inadequacy of profits your Directors regret their inability to recommend any Dividend for the year.

DIRECTORS

In accordance with the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, approval of the Members will be sought at the ensuing Annual General Meeting of the Company for the appointment of Mr. James Pothen (DIN-02492330) and Mr. Jose Thomas Polachira (DIN-01049189) as Independent Directors of the Company not liable to retire by rotation, for a term of five years.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

Further it is proposed to modify the terms and of Appointment of Mr. Kumar Nair, Chairman and Managing Director (DIN- 00320541) by altering his period of appointment from five (5) years to liable to retire by rotation. This is to ensure compliance with Section 152 sub Section 6 (a) of Companies Act 2013. Mr. Kumar Nair shall retire by rotation at the ensuing Annual General Meeting and being eligible offers for reappointment.

During the Year the Company''s Subscribed and issued capital has increased due to conversion of 7,74,500 0.5% Compulsorily Convertible Preference Shares of '' 10/- each into 38,72,500 Equity shares of '' 2/- each. There has been no change in the Authorised Capital of the Company.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2014, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2014.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2014 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2014 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs.1,33,89,365 and loss of Rs.53,86,350 as against Rs.40,901,969 and loss of Rs.1,38,959 respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES'' U/S 217 (2A) OF THE COMPANIES ACT, 1956

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out below:

a) The Vertex Employee Stock Option Plan 2010 has been approved by the Board Of Directors of the company on 10th March, 2008.

b) The vesting period is five years from the date of grant, commencing after one year from the date of grant.

c) Exercise Period would commence one year from date of grant and will expire on completion of five years from the date of vesting.

d) The options will be settled in equity shares of the company.

e) The company used the intrinsic value method to account for ESOPs.

g) Had fair value method been used, the compensation cost would have been higher by Rs.14.55 Lakhs (Previous Year Rs.21.44 Lakhs). Loss after tax would have been higher by Rs.113.61 Lakhs (Previous year Rs.21.44 Lakhs) and Basic EPS would have been Rs.(0.24) Per share (Previous Year Rs.(0.42) Per share) and Diluted EPS would have been Rs.(0.15) (Previous Year Rs.(0.25).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2013-14, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by

the Company, the particulars prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company''s Equity Shares continue to be listed on Bombay Stock Exchange.

REPLIES TO AUDITORS'' OBSERVATIONS

Referring to observations a) and b) given under Basis for Qualified Opinion in the Independent Auditors Report, it is clarified that:

(a) as stated in notes forming part of accounts the management has evaluated long term investments and confirm that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

(b) as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Cochin KUMAR NAIR Date : 18.07.2014 Chairman

---

Mar 31, 2013

The Directors present herewith the 20th Annual Report of the Company. The Standalqne Statement of Profit & Loss and Balance Sheet for the year ended 31st March, 2013 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2013 with corresponding figures of the previous year are given below:-

(Rs.in Lacs) 2012-13 2012-13

Total Revenue 768.36 872.60

Profit before Depreciation, Taxation (110.52) (87.74) and Prior period items

Depreciation and Preliminary 36.88 40.22

Expenses

Profit / (Loss) before Tax (147.40) (127.96)

Profit/ (Loss) after Tax (161.86) (96.96)

Profit/(Loss) carried forward to (161.86) (96.96) Reserves

BUSINESS

During the year ended 31st March, 2013 your Company earned consolidated revenue of Rs. 1,063.86 Lacs as compared to Rs. 1,111.84 Lacs in the previous year. The consolidated operations have recorded a net loss of
Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the

Management Discussion and Analysis which is set out as Annexure to the Directors'' Report.

DIVIDEND

No dividend is recommended during the year due to inadequacy of profits.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. U. Ramachandran is liable to retire by rotation and is eligible for re-appointment.

The resolution for appointment of Mr. U. Ramachandran is being placed before the ensuing Annual General Meeting for approval.

The term of office of Mr. Kumar Nair as Managing Director of the Company was upto 31.03 20013. On expiry of the term of office of the Managing Director, your Board of Directors have re-appointed Mr. Kumar Nair as Managing Director for a period of five years on and from 1st April 2013 which is subject to the approval of shareholders. Considering the present financial position of the Company, Mr. Kumar Nair has kindly consented not to accept any remuneration for his services as the Managing Director of the Company.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

INCREASE OF AUTHORISED SHARE CAPITAL:

During the year under review, with the consent of the Members through Postal Ballot the Company was obtained for increased its authorised share capital as per the provision of Section 94 of Companies Act, 1956. The rationale of increasing the authorized share capital was for converting the fully convertible preference shares of Rs. 10/- each into Equity shares of Rs. 2/- each. These shares were issued to erstwhile shareholders of Transwarranty Capital Pvt. Ltd. As per the scheme of amalgamation.

SHARE CAPITAL STRUCTURE

SHARE CAPITAL

A. 73,753,805Equity Shares of Rs. 2/- each 147,507,610 134,582,610 (P.Y. 67,291,305 Equity Shares of Rs. 2/- each)

B. 5,981,739 0.5% Fully Convertible Preference Shares of Rs. 10/- each 5,98,17,390 5,98,17,390 (P.Y. 5,981,739 0.5% Fully Convertible Preference Shares of Rs. 10/- each)

C. 500,000 15% Non-Cumulative Redeemable Preference Shares of Rs. 100/- each 50,000,000 40,00,000 (P.Y. 40,000 15% Nbn-Cumulative Redeemable Preference Shares of Rs. 100/- each)

ISSUED, SUBSCRIBED AND PAID UP CAPITAL :

A. 43,848,980 Equity Shares of Rs. 2/- each 87,697,960 87,697,960 (P.Y. 43,848,980 Equity Shares of Rs. 2/- each)

B. 59,80,954 0.5% Fully Convertible Preference Shares of Rs. 10/- each 59,809,540 59,809,540 (P.Y. 59,80,954 0.5% Fully Convertible Preference Shares of Rs. 10/- each )

C. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs. 100/- each 2,775,800 2,775,800 (P.Y. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs. 100/- each)

TOTAL 150,283,300 150,283,300

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31stMarch, 2013, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2013.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2013 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31stMarch, 2013 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs. 382.01 Lacs and loss of Rs. 1.39 Lacs as against Rs. 361.22 Lacs and loss of Rs. 71.08 Lacs respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES'' U/S 217 (2A) OF THE COMPANIES ACT, 1956

There are no employees drawing a monthly or yearly remuneration in excess of the limits specified in Section 217(2A) of the Companies Act, 1956.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

Details as per the Securities and Exchange Board of India

(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out as under:

Options outstanding at the beginning of the year 2,680,315 623,500 (Face Value of Rs. 2/- (P.Y. Rs. 10/-))

Options outstanding at the beginning of the year split to - 3,117,500 face Value of Rs. 2/- share

Options granted during the year 2,075,000 1,013,750

Options vested during the year 248,627 131,565

Options exercised during the year - 128,690

Options forfeited during the year 1,751,310 1,013,250

Options lapsed /surrendered during the year 467,003 437,685

Options outstanding at the end of the year 2,537,002 2,680,315

i) Had fair value method been used , the compensation cost would have been higher by Rs. 21.44 Lakhs (Previous

Year Rs. 75.77 Lakhs) Loss after tax would have been higher by Rs. 21.44 Lakhs (Previous year Rs. 75.77 Lakhs) and

Basic EPS would have been Rs. (0.42) Per share (Previous Year Rs. (0.43) Per share) and Diluted EPS would have been Rs. (0.25 ) (Previous Year Rs. (0.25)).

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2012-13, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company''s Equity Shares continue to be listed on Bombay Stock Exchange Limited.

REPLIES TO AUDITORS'' OBSERVATIONS

Referring to the observation of the auditors, (a) it is clarified that as stated in notes forming part of accounts the management has evaluated long term investments and conform that there exist no circumstances which warrant any -provision in the accounts for a possible diminution in the value.

Referring to observation of the auditors, (b)it is clarified that as the company has initiated legal actions for the recovery of the dues, it will not be prudent to make any provisions as the cases are pending in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place : Cochin KUMAR NAIR

Date : 16.05.2013 Chairman

---

Mar 31, 2012

To The Members of Vertex Securities Limited

The Directors have pleasure in presenting before you the 19th Annual Report of the Company. The Standalone Statement of Profit & Loss and Balance Sheet for the year ended 31st March, 2012 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Statement of Profit & Loss and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

The Financial highlights of the Company for the year ended 31st March, 2012 with corresponding figures of the previous year are given below:-

(Rs in Lacs)

Financial Results Standalone 2011-12 2010-11

Total Revenue 872.60 942.45

Profit before Depreciation, Taxation and Prior period items (87.74) 6.59

Depreciation and Preliminary Expenses 40.22 44.62

Profit / (Loss) before Tax (127.96) (38.03)

Profit/ (Loss) after Tax (96.96) (25.67)

Profit/(Loss) carried forward to Reserves (96.96) (25.67)

BUSINESS

During the year ended 31st March, 2012 your Company earned consolidated revenue of Rs 1,111.84 Lacs as compared to Rs 1,084.43 Lacs in the previous year. The consolidated operations have recorded a net loss of Rs 168.04 Lacs as compared to a net loss of Rs 76.80 Lacs in the previous year. The net loss suffered is being carried out in the Balance Sheet.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is set out as Annexure to the Directors' Report.

DIVIDEND

No dividend is recommended during the year due to inadequacy of profits.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. James Pothen is liable to retire by rotation and is eligible for re-appointment.

The resolution for appointment of Mr. James Pothen is being placed before the ensuing Annual General Meeting for approval.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Directors proposed for re- appointment has been given in the Notice convening the Annual General Meeting.

SUB-DIVISION/ STOCK SPLIT OF EQUITY SHARES:

During the year under review, with the consent of the Members through Postal Ballot the Company sub- divided Equity Shares of the face value of Rs 10/ - (Rupees Ten) each into five (5) Equity Shares of the face value of Rs 2/- (Rupees Two) each as per the provision of Section 94 of Companies Act, 1956. The rationale of splitting the shares was to make the stock affordable to retail investors, thus driving buying interest. Also, liquidity would improve, which could drive the interest of large funds/investors.

RECLASSIFICATION OF AUTHORISED CAPITAL:

During the year under review your Directors have, pursuant to the Scheme of Amalgamation of Transwarranty Capital Private Limited with the company as approved by the Hon'ble High Courts at Bombay and Kerala approved conversion of 26,38,261 of 0.5% Fully Convertible Preference Shares out of 83,00,715, 0.5% Fully Convertible Preference Shares by issue and allotment of 26,38,261 Equity Shares of Rs 10/- each fully paid up at par for each Fully Convertible Preference Shares.

After the said conversion instead of increasing the Authorized Share Capital of the Company, it was considered prudent to reclassify part of the existing Authorised Capital in Preference Shares into Equity Shares of the Company. The consent of the Members for the Reclassification of Authorised Capital of the Company was obtained through Postal Ballot as per Section 192A of Companies Act, 1956 and the Companies (Passing of the Resolution by Postal Ballot) Rules, 2001.

SHARE CAPITAL STRUCTURE As at 31.03.2012 As at 31.03.2011 (Rs) (Rs)

AUTHORISED CAPITAL:

67,291,305 Equity Shares of Rs 2/- each

(P.Y. 10,820,000 Equity Shares of Rs 10/-each) 134,582,610 108,200,000

59,81,739 0.5% Fully Convertible Preference Shares of Rs 10/- each

(P.Y. 8,620,000 0.5% Fully Convertible Preference Shares of Rs 10/-each) 5,98,17,390 86,200,000

40,000 15% Non-Cumulative Redeemable Preference Shares of Rs 100/- each 40,00,000 40,00,000

ISSUED, SUBSCRIBED AND PAID UP CAPITAL:

A. 43,848,980 Equity Shares of Rs 2/- each (P.Y. 59,98,951 Equity Shares of Rs 10/- each) 87,697,960 59,989,510

- 26,38,261 0.5% Fully Convertible Preference Shares of Rs 10/- each converted into Equity Shares of Rs 2/- each

- 1,28,690 Equity Shares of Rs 2/- each issued pursuant to ESOP

- 1,57,500 Equity Shares of Rs 2/- each issued to the shareholders of erstwhile Transwarranty Capital Private Limited as per the scheme of amalgamation.

- 3,76,730 Equity Shares of Rs 2/- each issued to the shareholders of erstwhile Transwarranty Capital Private Limited pursuant to Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2010 [ICDR].

B. 59,80,954 0.5% Fully Convertible Preference Shares of Rs 10/-each fully paid

- (3,18,500 Preference Shares of Rs 10 each issued to the share holders of erstwhile Transwarranty Capital Private Limited as per the scheme of amalgamation)

C. 27,758 15% Non Cumulative Redeemable Preference Shares of Rs 100/- each 2,775,800 2,775,800

TOTAL 150,283,300 145,772,460

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2012, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2012.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Statement of Profit and Loss for the year ended 31st March, 2012 and the Balance Sheet as on that date as required under Listing Agreement is also attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2012 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs 361.22 Lacs and loss of Rs 71.08 Lacs as against Rs 237.03 Lacs and loss of Rs 51.13 Lacs respectively in the previous year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the Subsidiary Company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary' company.

PARTICULARS OF EMPLOYEES' U/S 217 (2A) OF THE COMPANIES ACT, 1956

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(l)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary / Compliance Officer at the Corporate Office or Registered Office address of the Company.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

During 2011-12, the Company granted 1,013,750 Stock Options to the employees under its Employee Stock Option Plan 2010. Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2011-12, as required under Clause 49 of the Listing Agreement, is given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy & Technology Absorption are not applicable to the Company.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Company's Equity Shares continue to be listed in Bombay Stock Exchange.

REPLIES TO AUDITORS' OBSERVATIONS

Referring to Para No. 4 (i) of the observation of the auditors, it is clarified that as stated in notes forming part of accounts the management has evaluated long term investments and conform that there exist no circumstances which warrant any provision in the accounts for a possible diminution in the value.

Referring to Para No. 4 (ii) it is clarified that as the company has initiated legal actions for the recovery of the dues, and it will not be prudent to make any provisions as the cases are in various stages in different Courts.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Limited, Bombay Stock Exchange Limited, Cochin Stock Exchange Limited, Over the Counter Exchange of India, National Securities Depository Limited, Central Depository Services (India) Limited and also to the Shareholders and Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

For and on behalf of the Board of Directors,

Place: Mumbai Kumar Nair

Date : 16.05.2012 Chairman

---

Mar 31, 2011

The Directors have pleasure in presenting before you the 18th Annual Report of the Company. The standalone Profit & Loss account and Balance Sheet for the year ended 31st March, 2011 as audited and reported by the Auditors of the Company and also Consolidated Accounts incorporating the Profit & Loss account and Balance Sheet of the Subsidiary Company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are attached herewith.

FINANCIAL RESULTS:

The financial highlights of the company on stand alone basis for the year ended 31st March, 2011 with corresponding figures of the previous year are given below:-

(Rs. in Lacs)

Financial Results 2010-11 2009-10

Total Revenue 942.45 936.44

Profit before Depreciation, Taxation 6.59 99.76 and Prior period items

Depreciation and Preliminary 44.62 43.76 Expenses

Profit/(Loss) before Tax (38.03) 56.00

Profit/(Loss) after Tax (25.67) 27.70

Provision for Proposed Dividend on — 4.16 Preference Shares

Provision for Proposed Dividend Tax — 0.71 on Preference Shares

Profit/(Loss) carried forward to (25.67) 22.83

Reserves

BUSINESS:

During the year ended 31st March, 2011 your Company earned consolidated revenue of Rs.1084.43 Lacs as compared to Rs.1045.42 Lacs in the previous year. The operations have recorded a net loss of Rs.76.80 Lacs as compared to a net profit of Rs.32.58 Lacs in the previous year.

Detailed information on operational and financial performance, etc. of the Company for the financial year is given in the Management Discussion and Analysis which is setout as Annexure to the Directors Report.

During the year your Company has managed to increase its talent pool by attracting high caliber, performance oriented professionals with proven track record. The Company recognises the importance and contribution of our people and performance orientation and ethics are high priority areas. The Board of Directors have introduced Vertex Employees Stock Option Plan, 2010 according to which the equity shares of the company will be offered to the key employees and Directors to motivate them and to create a better working atmosphere.

DIVIDEND

Due to loss during the financial year your Directors regret that they could not recommend the dividend for the financial year 2010-11.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Jose Thomas Polachira is liable to retire by rotation and is eligible for re- appointment. The resolution for appointment of Mr. Jose Thomas Polachira is being placed before the ensuing Annual General Meeting for approval.

Mr. Ashok K. Mittal has been appointed as the Whole-time Director of the Company with effect from May 20, 2011 and will hold office till the ensuing Annual General Meeting.

Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock Exchange, brief resume of the Director being reappointed has been provided in the Notice convening the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee of the Board consists of the following Directors:

Mr. James Pothen, (Chairman)

Mr. U. Ramachandran.,

Mr. Jose Thomas Polachira.

The Audit Committee met five times during the financial year.

ALTERATION OF MAIN OBJECT CLAUSE OF THE COMPANY

During the year under review, your Company has altered its Main Object clause of the Memorandum of Association. The Registrar of Companies in his report to the High Court of Kerala during the Amalgamation proceedings had suggested that the Main Objects be modified to reflect the present activities of the company. The

earlier Main Object included the activities of non-banking finance companies. The company is not undertaking any Non Banking Finance Company activities and has surrendered the Certificate issued by the Reserve Bank of India. Further based on the Order passed by the Honble High Court of Kerala on 23rd February, 2010 Transwarranty Capital Private Limited was amalgamated with the Company and all the assets, liabilities, licenses etc. of Transwarranty Capital Private Limited were transferred to the company with effect from the appointed date. Transwarranty Capital Private Limited was also undertaking institutional broking and also holding necessary license from the Securities and Exchange Board of India as a Merchant Banker. To enable your company to undertake Merchant Banking and other activities, the Main Objects of the company were suitably amended.

CHANGE IN REGISTRAR AND TRANSFER AGENT

The Company has changed its Registrar and Transfer Agent from M/s Cameo Corporate Services Limited, Chennai to M/s. Link Intime India Pvt. Ltd., C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (West), Mumbai - 400 078. All communication relating to Transfer can now be sent to the above given address of the Transfer Agent. The Equity Shares of the Company can be dematerialised with National Securities Depository Limited and Central Depository Services (India) Limited.

CORPORATE GOVERNANCE

The Securities and Exchange Board of India (SEBI) has prescribed Corporate Governance standards. Your Directors reaffirm their commitment to these standards and this Annual Report carries a section on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2011, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the loss of the Company for the year ended 31st March, 2011.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

CONSOLIDATED ACCOUNTS

The Consolidated Profit and Loss Account for the year ended 31st March, 2011 and the Balance Sheet as on that date as required under Listing Agreement is attached herewith.

OPERATIONS OF SUBSIDIARY

During the year ended 31st March, 2011 the subsidiary company Vertex Commodities And Finpro Private Limited had total revenue of Rs.237.03 Lacs and Loss after tax of Rs.51.13 Lacs as against Rs.108.98 Lacs and Profit of Rs.4.88 Lacs respectively in the previous year.

During the year Company has invested Rs.300 Lacs in the Equity share capital of Vertex Commodities And Finpro Private Limited thereby increasing its stake to 99.45%. This infusion of capital is to meet the capital and operational expenses of the Subsidiary.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company are not being attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary company will also be kept open for inspection at the Registered Office of the Company and that of the subsidiary company.

The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary company.

PARTICULARS OF EMPLOYEES U/S 217 (2A) OF THE COMPANIES ACT, 1956

Information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, is available at the registered office of your Company. However, as per the provisions of Section 219(l)(b)(iv) of the said Act, the Report and Accounts are being sent to all shareholders of the Company and others entitled thereto excluding the aforesaid information. Any shareholder interested in obtaining a copy of this statement may write to the Company Secretary / Compliance Officer at the Corporate Office or Registered Office address of the Company.

DISCLOSURE OF EMPLOYEE STOCK OPTIONS

During 2009-10, the Company granted 6,55,000 Stock Options to the employees under its Employee Stock Option Plan 2010. Details as per the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, are set out in the Annexure to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report for 2010-11, as required under Clause 49 of the Listing Agreement, are given as a separate statement in the Annual Report.

DISCLOSURE OF ADDITIONAL PARTICULARS

In view of the nature of activities which are being carried on by the Company, the particulars prescribed under Section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of Energy & Technology Absorption are not applicable to the Company.

The company has received Foreign Exchange Inward Remittance equivalent to Rs.1,74,80,463/- which is received towards Share Capital contribution.

AUDITORS

M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness for re-appointment. Your Directors recommend their appointment.

LISTING PARTICULARS

The Companys equity shares continue to be listed on the Bombay Stock Exchange.

REPLIES TO AUDITORS OBSERVATIONS

Attention is invited to Note No. 4(i) of the Auditors Report, and it is clarified that the management is of the view that long term investment is having the value as specified in the Balance Sheet.

Attention is invited to Note No. 4(ii) of the audit report, it is clarified that the company has initiated legal / other action for recovery of the old outstanding dues and, therefore, it will not be prudent to make any provision in the accounts which may adversely affect the claim of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Cochin Stock Exchange Ltd., Over the Counter Exchange of India (OTCEI), National Securities Depository Limited, Central Depository Services (India) Limited and also to the Bankers. Your Directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the Company.

For and on behalf of the Board of Directors, Kumar Nair Chairman & Managing Director

Place : Kochi-18 Date : 20.05.2011

---

Mar 31, 2010

The Directors have pleasure in presenting before you the 17th Annual Report of the Company. The standalone Profit & Loss account and Balance Sheet for the year ended 31st March, 2010 as audited and reported by the Auditors of the company and also Consolidated accounts incorporating the Profit & Loss account and Balance Sheet of the subsidiary company, M/s. Vertex Commodities And Finpro Private Limited as required under the Listing Agreement are also attached herewith.

FINANCIAL RESULTS:

Your Directors are happy to report that the overall performance of your company during the year under report has recorded improvement as compared to the previous year. The operations have shown a net profit of Rs.27.70 Lacs as compared to net loss of Rs.21.16 Lacs in the previous year. The financial highlights of the company on stand alone basis for the year ended 31st March, 2010 with corresponding figures of the previous year are given below:-

Financial Results 2009-10 2008-09 (Rs.) (Rs.)

Total Revenue 936.44 695.46

Profit before Depreciation, Taxation 99.76 8.12

and Prior period items

Depreciation and Preliminary 43.76 34.00

Expenses

Profit/(Loss) before Tax 56.00 (26.22)

Profit after Tax 27.70 (21.16)

Provision for Proposed Dividend on 4.16 -

Preference Shares

Provision for Proposed Dividend Tax 0.71 - on Preference Shares

Profit carried forward to Reserves 22.83 (21.16)

BUSINESS:

During the year ended 31st March, 2010 your Company earned consolidated revenue of Rs.1045.42 Lacs as compared to Rs.788.36 Lacs in the previous year. The operations have recorded a net profit of Rs.32.58 Lacs as compared to a loss of Rs.21.56 Lacs in the previous year.

During the year under report, your company managed to consolidated its business in Southern India and expand its business in Western India. The company had adopted progressive Human

Resources policies, introduced ESOPs for its key employees and is now in the process of increasing its talent pool by attracting high caliber, performance oriented professions with proven track record to its fold.

As your directors propose to utilise the available resources in the business of the company, no dividend is recommended.

As you may kindly recall in our last report, we had mentioned about the merger of Transwarranty Capital Private Limited (TCPL), a group company with your company. Your directors are happy to report that all the merger proceedings under the Companies Act, 1956 have been completed on receipt of the approval of the scheme of amalgamation by the Honorable High Courts of Bombay and Kerala. The accounts of both the companies have been consolidated as envisaged under the merger proposal. With the merger, your company can now undertake both Merchant Banking and Institutional broking, which was earlier done by TCPL and retail broking in which your company is already established.

VERTEX EMPLOYEES STOCK OPTION PLAN, 2010 { "PLAN")

Your Directors are also happy to inform that as indicated in our last report an ESOP Scheme has been introduced by which the eligible employees and directors of the company and group entities will be able to get Equity Shares of the Company.

DIRECTORS

During the year under review Mr. Ranjan Verghese, Managing Director retired from the services on attaining Superannuation. Mr. Kumar Nair, Managing Director of the holding company, M/s. Transwarranty Finance Limited was appointed as Managing Director of the Company. Mr. G.K. Prem Kumar also ceased to be a Director from the Board.

Mr. U Ramachandran is retiring by rotation and is eligible for reappointment. Pursuant to clause 49(g) (i) of Listing Agreement with the Stock Exchange, brief resume of the Director being reappointed has been provided in the Notice convening the Annual General Meeting.

AUDIT COMMITTEE

The Audit Committee of the Board consists of the following Directors:

Mr. James Pothen, (Chairman)

Mr. U. Ramachandran;

Mr. Jose Thomas Polachira.

The audit Committee met four times during the financial year.

CORPORATE GOVERNANCE

The detailed report on Corporate Governance as required under Clause 49 of the Listing Agreement is attached herewith.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors hereby confirm:-

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2010, applicable Accounting Standards have been followed along with proper explanation relating to material departures, wherever necessary.

b) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for the year ended 31st March, 2010.

c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) That the Directors have prepared the annual accounts on an ongoing concern basis.

DEMATERIALISATION OF EQUITY SHARES OF THE COMPANY

As has been already reported to you, the Companys shares have been dematerialised and M/s. Cameo Corporate Services Limited, Subramanian Building, 1 Club House Road, Chennai-600 002 have been appointed as the Registrars and Share Transfer Agents and the Equity shares of the Company can be dematerialised with National Securities Depository Limited and Central Depository Services (India) Limited.

CONSOLIDATED ACCOUNTS

The Consolidated Profit and Loss Account for the year ended 31st March, 2010 and the Balance Sheet as on that date of M/s. Vertex Commodities And Finpro Private Limited as required under Listing Agreement is also attached herewith. During the year ended 31st March, 2010 the subsidiary company had total revenue of Rs.108.98 Lacs and a net profit after tax of Rs.9.39 Lacs as against Rs.92.90 Lacs and loss of Rs.1.26 Lacs respectively in the previous year.

Pursuant to Section 212 of the Companies Act, 1956 Directors Report, Balance Sheet and Profit & Loss account of the Subsidiary companies are attached with this Report. These documents are also available for inspection during business hours at the Registered Office of the Company.

Particulars of employees U/S 217 (2A) of the Companies Act, 1956:

None of the employees of the Company employed throughout the financial year/part of the year were in receipt of remuneration in excess of the limits as prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 and hence no particulars are required to be given.

DISCLOSURE OF ADDITIONAL PARTICULARS

Disclosures regarding conservation of energy and technology

absorption, etc. are not applicable to the company, as your company is not engaged in any manufacturing activities. There was no foreign exchange inflow or outflow during the year under report.

AUDITORS

M/s. Krishnamoorthy & Krishnamoorthy, Chartered Accountants, who are Statutory Auditors of the company appointed to hold office for the period from the last Annual General Meeting to the conclusion of next Annual General Meeting, have tendered their resignation to the Board as on 14th July, 2010 due to personal reasons leading to a casual vacancy in the office of Statutory Auditor. To fill the casual vacancy caused by the resignation of the Auditors, your Board has already called an Extra Ordinary General Meeting of the shareholders of the company which is scheduled to be held on 9th August, 2010. The Board has recommended the appointment of M/s. Rahul Gautam Divan & Associates, Chartered Accountants, as the Statutory Auditors to hold Office till the conclusion of the Annual General Meeting. On approval of the resolution by the general body at the Extra Ordinary General Meeting, it is recommended that the Auditors be re-appointed at the Annual General Meeting, for which necessary resolution is proposed in the notice calling the Annual General Meeting.

LISTING PARTICULARS

The Companys equity shares continue to be listed on Bombay Stock Exchange.

REPLIES TO AUDITORS OBSERVATIONS

Attention is invited to Note No.5 of the Auditors Report and it is clarified that the management is of the view that long term investment is having the value as specified in the Balance Sheet.

Referring to Note No.6(a) of the audit report, it is clarified that the company has initiated legal/other action for recovery of the old outstanding dues and, therefore, it will not be prudent to make any provision in the accounts which may adversely affect the claim of the company.

Referring to Note No.6(b) of the audit report, it is clarified that the sundry debtors, advances, sundry creditors, security deposits, etc. are having respective values as shown in the Balance Sheet.

ACKNOWLEDGEMENT

Your Directors would like to express their gratitude to the officials of National Stock Exchange of India Ltd., Bombay Stock Exchange Ltd., Cochin Stock Exchange, Over the Counter Exchange of India Ltd., National Securities Depository Limited, Central Depository Services (India) Limited and also to the Bankers. Your directors also express their deep appreciation of the valuable services of the Officers and Staff Members of the company.

For and on behalf of the Board of Directors,

Place: Kochi-18 Kumar Nair

Date: 23.07.2010 Chairman