Virtualsoft Systems Ltd Directors Report

Dear Shareholders,

Your directors take pleasure in presenting for your consideration and approval the Thirty-Third Annual Report of Your Company for the financial year ended March 31,2025.

1. Financial Result

The company?s performance during the Financial Year ended March 31, 2025 as compared to the previous financial year is summarized below: -

PARTICULARS

(Rupees in Lacs)

	Standalone		Consolidated
PARTICULARS	2024-25	2023-24	2023-24	2023-24
Total Income	165.91	139.43	1837.25	514.21
Expenses (including depreciation & amortization)	249.32	250.63	2330.29	754.79
Profit/(Loss) before Tax	(83.41)	(111.20)	(492.94)	(240.58)
Less : Tax Expenses
Current Tax
Deferred Tax			13.20
Profit/ (Loss) for the Year	(83.41)	(111.20)	(479.74)	(240.58)
Basis EPS	(0.33)	(1.08)	(1.31)	(1.87)
Diluted EPS	(0.32)	(1.08)	(1.24)	(1.87)

2. BUSINESS AND OPERATIONS OF THE COMPANY

Kati Patang Lifestyle Limited, a BSE-listed company, owns a vibrant premium beer brand Kati Patang through its subsidiary Empyrean Spirits Private Ltd.. The brand boasts an array of award-winning beer styles crafted with uniquely Indian ingredients such as saffron, turmeric, ginger, and peppercorn. Kati Patang is available in India, UK and the US.

Kati Patang Lifestyle Limited successfully closed the Rights Issue 1,02,56,651 Partly paid-up Equity Shares of face value of Rs. 10/- each of the Company at an issue price of Rs. 20/- per Rights Equity Shares (including a premium of Rs. 10/- per Rights Equity Share), aggregating up to Rs. 20,51,33,020. The Issue was oversubscribed by more than 10%.

We stay fully vested in our stated vision to be India?s first homegrown, listed alco-bev and lifestyle platform managed by professionals which will incubate other complementary businesses (both Indian and International) with premium products and experiences. Our differentiated business model combines our award-winning beer portfolio with asset-light approach and communities-centric brand narratives to seed the product.

Starting September/ October 2025, we will be in three new markets -- Uttarakhand, Rajasthan and Chhattisgarh. Our premium lager beer - Saffron Lager - will also be re-introduced in the Delhi and Haryana market by end of this quarter. We have signed up a new lease capacity in Uttarakhand to bolster our production capacity. This will immediately help alleviate Bhutan-linked regulatory headwinds/ hurdles especially in Delhi that impacted our revenues in Q1 FY26. We also foresee to substantially grow our market share in Delhi across premium/ mild beer styles.

We have been able to build three compelling beachheads when it comes to marketing IPs. Our strategic goal is to build these IPs as separate ROI centres besides being our RTMs for niche communities and experiences. We launched Kati Patang Quiz League in July - Citys first quiz league that features some of the top names from Delhi?s circuit. Kati Patang Spin City brings back the charm of vinyl back into the heart of the music scene. And, Kati Patang Trial Room that creates an experimental safe space for the Indie artists where they get to showcase what they really love and the audience gets to seek, discover and witness it all. Our marketing IPs are scalable across markets. Please refer below a short overview.

Empyrean Spirits Pvt Ltd through its UK subsidiary now owns 23% stake in CHADKP HOLDINGS LIMITED - a transformative joint venture with Chadlington Brewery and The Tite Inn Chadlington, two esteemed establishments situated in the picturesque Cotswolds, UK. Our UK subsidiary is a vehicle to lead, operate and manage Kati Patang franchise in the UK. It would have exclusive rights to Kati Patang brand for the UK + the rights to further license out the brand to other markets within Continental Europe. J D Wetherspoons have formally approved Kati Patang for national rollout. This is a major milestone, as Wetherspoons operates 800+ venues across the UK.

Saffron Lager and Bareilly Bold are also being exported to the US. The pricing is 20-25% premium to competition (Kingfisher, Taj Mahal, Bira) and ingredients (eg. Saffron) lend the exotic appeal and enhance premium perception. They are currently being distributed across Washington State, Oregon, Arizona, California and North Carolina.

3. DIVIDEND

Your Directors do not recommend a dividend due to absence of profit during the current financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO IEP FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply pertaining to this financial year.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Loans were granted to subsidiary company Empyrean Spirits Private Limited for which shareholder?s approval was taken during the year under review following the due process of law.

7. STATUTORY AUDITORS

M/s. Rajesh Raj Gupta & Associates LLP, Chartered Accountants, has been appointed until the conclusion of 37^th Annual General Meeting of the Company till FY 2028-29 at a remuneration to be determined by the Board of Directors of the Company in addition to the out-of-pocket expenses as may be incurred by them during the course of the Audit.

8. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Saket Billa from Saket Billa & Associates, practicing Company Secretary for conducting Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report is annexed herewith as Annexure A.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

9. INTERNAL AUDIT

Pursuant to the provisions of the Companies Act, 2013, the Board of Directors has appointed Dinesh Bajaj & Co. Chartered Accountant Firm for conducting Internal audit of the Company for the financial year 2024-2025.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

We would like to inform you that during the financial year ending March 2025, that company has already put in place adequate Internal control system within the guidance of management and also taking care of that system in liaison with auditors and management further putting efforts to improve the internal control system. The Audit report does not contain any qualification, reservation or adverse remark.

11. REPORTING OF FRAUD BY AUDITORS:

During the year under review, the Statutory Auditors have not reported any instances of fraud committed in the Company by its Officers or Employees to the Board under section 143(12) of the Companies Act, 2013 and rules made thereunder.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in Annexure B and is attached to this Report.

13. NUMBER OF BOARD MEETINGS & THEIR COMMITTEES CONDUCTED DURING THE YEAR UNDER REVIEW

The Company had Ten (10) Board meetings during the financial year under review. The details are mentioned elsewhere in the Corporate Governance Report.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Appointment of Directors

The Board of Directors is duly constituted as on the end of the financial year.

In pursuance of section 152 of the companies Act, 2013 and rules framed there under, Mr. Rajendra Virupaksha Kulkarni retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

Mr. Shantanu Upadhyay was appointed as Executive Director & Mr. Sanjay Jain as Non-Executive Independent Director on 14^th November 2024 during the year under review.

b. Changes in Key Managerial Personnel

During the financial year under review, Ms. Mukta Ahuja resigned as Company Secretary on 31^st March 2024 and Mr. Sanjeev K Jha was appointed as Company Secretary w.e.f. 1^st April 2025.

c. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

15. DEPOSITS

The Company has not accepted deposits from the public for the year under consideration.

16. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The details of financial performance of Subsidiary/ Joint Venture/Associate Company is furnished in Annexure A and attached to this report.

17. CAPITAL MARKET DEVELOPMENTS

As on date, over 98% of Shares are in Demat form and are listed on various stock exchanges. The Company has, from time to time, reminded the shareholders/ investor, holding the Shares in Physical form to convert their Shareholding to dematerialized form.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Details of Conservation of Energy

The Company uses electric energy for its equipment such as air-conditioners, computer terminals, lighting and utilities in the work premises.

Steps taken or impact on conservation of energy: All possible measures have been taken to conserve energy By identifying potential areas for saving;

By incorporating energy efficient equipment;

By automation.

Steps taken by the company for utilizing alternate sources of energy: Nil Capital Investment on energy conservation equipments: Nil

(b) Technology Absorption

1. Efforts in brief made towards technology absorption, adaptation and innovation:

These are adapted, wherever necessary, to local conditions.

2. Benefits derived as a result of the above efforts:

New product development, productivity and quality improvements, enhanced safety and environmental protection measures and conservation of energy.

3. Technology Imported: NIL

4. Expenditure on R&D: NIL

C. Foreign Exchange earnings and outgo

The information in this regard is provided in Notes to the Accounts. There had been no foreign exchanges earnings, during the year.

19. PARTICULARS OF EMPLOYEES

Particulars of Employees as required under the provision of section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable. Since none of the employee of the company is drawing salary of Rs. 1,02,00,000/- per annum or more or Rs. 8,50,000/- per month or more or for the part of the year during the year under review.

20. REMUNERATION POLICY FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Remuneration Policy of the Company is to ensure that Directors, Company?s Senior Management including Key Managerial Personnel are rewarded in a fair and reasonable manner, for their individual contributions to the success of the Company and are provided with appropriate incentives to encourage enhanced performance.

The remuneration paid to the Directors, Company?s Senior Management including Key Managerial Personnel is recommended by the Nomination and Remuneration Committee for the approval by Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary.

21. VIGIL MECHANISM/WHISTLE BLOWER POLICY

As per the provisions of Section 177 of the Act and Regulation 22 of the SEBI LODR the Company has adopted a Whistle Blower Policy to enable its employees, Directors, customers and vendors to report violations, genuine concerns, unethical behavior and irregularities, if any, which could adversely affect the Company.

The said policy is displayed on the Company?s website at www.katipatang.com . None of the Whistle Blowers was denied access to the Audit Committee of the Board.

22. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal controls to safeguard and protect from loss, unauthorized use or disposition of its assets; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. All the transactions are properly authorized, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for proper maintaining of the books of accounts and reporting financial statements. The internal auditor of the company checks and verifies the internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature of its business.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

No fresh Contracts or Arrangements was made with related parties pursuant to Section 188 except those continuing which were approved earlier by shareholders. Notes to Accounts on the transactions with related parties are self-explanatory.

24. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The provisions of Risk Management Committee are not applicable on the Company.

25. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

26. SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the applicable Secretarial Standards as issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

27. DIRECTORS? RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had 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 profit and loss of the company for that period;

c) the directors had 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 had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

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

28. SHARES CAPITAL

The Authorized share Capital of the Company as on 31^st March was Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore) equity shares of Rs. 10/- each.

The paid-up Share Capital of the Company as on 31^st March was Rs. 35,89,82,800 (Rupees Thirty Five Crore Eighty Nine Lakh Eighty Two Thousand Eight Hundred only) divided into 3,58,98,280 (Three Crore Fifty Eight Lakh(s) Ninety-eight Thousand Two Hundred Eighty Only) equity shares of Rs. 10/- each.

The paid-up Share Capital of the Company as on signing of this Report is Rs. 41,02,66,055 (Rupees Forty One Crore Two Lakh(s) Sixty Six Thousand Fifty Five Only) divided into 3,58,98,280 equity shares of Rs. 10/- each fully paid up & 1,02,56,651 party paid equity shares of Rs. 10 each Rs. 5 paid up.

During the year, the company has not issued any share capital with differential voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

During the current Year 2024-25, company has issued & allotted 2,56,00,680 (Two Crore Fifty Six Lakh Six Hundred eighty) equity shares of Rs. 10 each at PAR on preferential basis.

During the current Year 2024-25, company has granted 69,10,000 (Sixty Nine Lakh Ten Thousand) warrants convertible into equity at the option of shareholders within 18 months out of which 13,75,000 warrants has been converted on 28^th March 2025 and the remaining warrants are yet to be converted as on the date of signing of this report.

29. KATI PATANG ESOP SCHEME, 2025

The Company on 14^th February 2025 approved the scheme for grant of 4,50,000 ESOP?s to eligible employees. ESOP Scheme is made available on the website of the company www.katipatang.com , salient features has been mentioned in the explanatory statement to the notice of ensuing Annual General Meeting of the company.

30. ACQUISITION OF EMPYREANS SPIRITS PVT LTD

The company has acquired 98% shares in the above mentioned company on 22^nd August 2024 through share swap of the shares in the ratio 1:10 at an issue price of Rs. 10 each by virtue of which the company has entered into the business of alcoholic liquor mainly beer or craft beer. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.

31. SALE OF SUBSIDIARY ROAM1 TELECOM LTD

The company sold 100% stake in the above mentioned company during the year under review by virtue of which the company has now moved away from sim card business. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.

32. CHANGE OF NAME OF THE COMPANY

To give effect to the new business line of the company pursuant to acquisition of Empyrean Spirits Pvt Ltd & sale of subsidiary Roam1 telecom Ltd, the company changed it?s name from VIRTUALSOFT SYSTEMS LTD to KATI PATANG LIFESTYLE LIMITED during the year under review. The requisite approval of shareholders, BSE, ROC and other concerned authorities were obtained for the transaction.

33. CORPORATE GOVERNANCE

A Separate statement on Corporate Governance along with the Certificate on its compliance is given as part of the Annual Reports.

34. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not Applicable.

35. 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:

Not Applicable.

36. PREVENTION OF SEXUAL HARASSMENT

The Company is an equal opportunity employer and is committed to ensure safe and secure environment prohibiting discrimination on grounds of religion, race, caste, sex, place of birth and gender specific violence such as sexual harassment at the work place.

The Company has the Policy on Prevention, Prohibition &Redressal against Sexual Harassment of Women at Workplace as per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013. This policy provides for prevention and redressal of complaints of sexual harassment and incidental matters. There is an Internal Complaints Committee formed as per the prescribed rules.

The following is a summary of sexual harassment complaints received and disposed off during the period:

Number of Complaints received	NIL
Number of Complaints disposed off	NIL
Number of Complaints pending for disposal	NIL

37. ACKNOWLEDGEMENTS

Your directors acknowledge with a deep sense of gratitude the continued support extended by investors, customers, business associates, bankers and vendors. Your directors take this opportunity to thank the regulatory and governmental authorities.

For and on behalf of the Board of Directors Kati Patang Lifestyle Limited

Sd/-	Sd/-
Gokul Naresh Tandan	Shantanu Upadhyay
Managing Director	Joint Managing Director
DIN:00441563	Din: 07709657
Place : New Delhi
Date : 2nd September 2025