Vishal Cotspin Ltd has informed BSE that the Board of Directors of the Company at its meeting held on February 27, 2008, inter alia, has conducted the following:

1. Increase and Re-classification of Authorized Share Capital

It has been proposed to infuse funds to meet the fund requirements of the Company. Therefore the Board of Directors has decided to increase and re-classify the authorized capital of the Company to accommodate fresh infusion of funds. The fresh infusion of funds will help the Company get a positive net worth which would enable it to come out of the BIFR procedures. The promoters of the Company have already infused funds by way of unsecured loans which is proposed to be converted into cumulative redeemable Preference shares. Therefore the Board recommends that the Authorised Capital of the Company be increased from the present Rs 9,00,00,000/- (Nine Crore Only) to Rs 11,00,00,000 (Eleven Crore Only) and the same be re-classified accordingly.

2. Approval for the allotment of Preference Shares

The Company is proposing to convert the unsecured loans of promoters into redeemable preference shares to help it get a positive net worth. The Board has approved to issue and allot upto 70,00,000 (9%) cumulative redeemable Preference Shares of Rs 10/- each at par in one or more trenches upon such terms and conditions as may be determined by the Board of Directors.

3. Conducting of Extra-Ordinary General Meeting

In order to implement the decisions as abovementioned the Company is required to take the approval of its members. Hence the Board has decided to conduct the Extra-Ordinary General Meeting on March 24, 2008 for the same. The Notice for the Extra-Ordinary General Meeting has been issued to the members of the Company.