Your directors take pleasure in presenting for your consideration and approval the Thirty-Second Annual Report of Your Company for the financial year ended March 31, 2024.

1 Financial Result

The company's performance during the Financial Year ended March 31,2024 as compared to the previous financial year is summarized below: -

PARTICULARS (Rupees in lacs)

2. BUSINESS AND OPERATIONS OF THE COMPANY

Virtual Soft was primarily engaged in the business of Pioneering Broadband, Virtual Event & providing Mobile Roaming Servicing & Solutions. However due to fast changes in technologies and market developments, this business has suffered resulting in depleted revenues and operating assets. In this context, it was important to explore other lines of business to revive the company.

Accordingly, the company has decided to enter into Alcoholic Spirits and associated lifestyle categories such as premium experiences/ events, hospitality, D2C food and beverages etc. This is being envisioned and initiated through Acquisition of Empyrean Spirits Private Limited [ESPL], which has created a vibrant brand in premium Beer by the name of Kati Patang and associated labels such as Bareilly Bold and Saffron Lager. ESPL, sees a long runway to growth both in India and International markets.

Around this alco bev, premium experiences and hospitality build out, your company will add light, eclectic and immersive tech lead products and services, that leverage its past strengths (ESPL in immersive communication experience management) that resonate

with premium alco bev and lifestyle experiences being targeted to the new premium consumer base of ESPL.

At the same time, it was felt prudent to divest the investment made and focus put on managing, our subsidiary Roaml Telecom Ltd,

Subject to all Board, Shareholder and Statutory Approvals, Roam 1 Telecom Ltd was successfully divested with effect from 25th July-2024

In this context, I am pleased to inform you that on receiving all the requisite approvals from the Board, and you the Shareholders, via EGM, had on 25th July 2024 as well the BSE consent letter was received on 07th August 2024, your company successfully completed the acquisition of ESPL for a consideration of Rs.19.0 crore through stock swap / fresh issued of shares and also successfully completed a preferential rights & warrants round (to promoter & non-promoter) on 22nd August 2024, raising an addition Rs.683,75,000/- to mainly building and growing the alco bev & lifestyle categories, both in India and overseas.

By virtue of acquiring ESPL and the preferential equity & warrants issued, your company-issued capital rose from 102.98 lakh shares to 344.23 lakh shares of Rs.10/-

each excluding the 69.10 lakh warrants issued & partially subscribed

The above investment, divestment and reset strategy opens a high growth business for Virtual Soft with potential of shareholder value growth, considering the valuations of other companies in this space.

3. DIVIDEND

Your Directors do not recommend a dividend due to loss incurred for the current financial year.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION 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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

7. STATUTORY AUDITORS

M/s. Rajesh Raj Gupta & Associates LLP, Chartered Accountants, is proposed to be appointed as the Statutory Auditors of the Company for consecutive term of five years, from the conclusion of this i.e. 32nd Annual General Meeting until the conclusion of 37th Annual General Meeting of the Company 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. Sanjeev Kumar Jha from SJK & Co., 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 D D A S & Associates, Chartered Accountant Firm for conducting Internal audit of the Company for the financial year 20242025.

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 2024, 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.

11. 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.

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

The Company had Eight (8) Board meetings during the financial year under review. The details are mentioned elsewhere in the Corporate Governance Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

13.1Appointment 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.

Ms. Geeta Singh has appointed as Non-Executive Independent Director during the year under review.

13.2 Resignation of Director

Ms. Ashima Puri has resigned as Non-Executive

Independent Director during the year under review.

13.3 Changes in Key Managerial Personnel

During the financial year under review there was no change in the Key Managerial Personnel (KMP).

14. 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 C. and attached to this report.

17. CAPITAL MARKET DEVELOPMENTS

As on date, 95.02% 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 Note no. 31 of 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.

(i) 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.

(ii) 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.virtsoft.com. None of the Whistle Blowers was denied access to the Audit Committee of the Board.

20. 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.

21. 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.

22. 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.

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

BSE Imposed a late fee of Rs. 10,000/- plus GST totaling Rs. 11,800/- for delay in filing of disclosure of Voting Results on under regulation 23 (9) of SEBI (LODR) Regulations, 2015.

24. 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).

25. 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.

26. SHARES CAPITAL

• The Authorized share Capital of the Company as on 31st March was Rs. 15,00,00,000 (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore Fifty Lakhs) equity shares of Rs. 10/- each.

• The Authorized share Capital of the Company as on the date of this Report is Rs. 50,00,00,000 (Rupees Fifty Crores only) divided into 5,00,00,000 (Five Crore Fifty) equity shares of Rs. 10/- each.

• The paid-up Share Capital of the Company as on 31st March was Rs. 10,29,76,000 (Rupees Ten Crore Twenty-

Nine Lakh(s) Seventy-Six Thousand Only) divided into 1,02,97,600 (One Crore Two Lakh(s) Ninety-Seven Thousand Six Hundred Only) equity shares of Rs. 10/-each.

• The paid-up Share Capital of the Company as on signing of this Report is Rs. 34,42,32,800 (Rupees Thirty-Four Crore Forty-Two Lakh(s) Thirty-Two Thousand Eight Hundred Only) divided into 3,44,23,280 equity shares of Rs. 10/- each.

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 2,41,25,680 (Two Crore Forty-One Lakh Twenty-Five Thousand Six Hundred eighty) equity shares of Rs. 10 each at PAR.

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.

27. CORPORATE GOVERNANCE

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

28. 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 NL

Number of Complaints disposed off NL

Number of Complaints pending for disposal NL

29. 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

Place : New Delhi Mr. Gokul Naresh Tandan Mr. R.V.Kulkarni Mukta Ahuja

Date 3rd September 2024 Managing Director Director Company Secretary