Melstar Information Technologies Ltd Directors Report

To,

The Members,

Melstar Information Technologies Limited

Your Directors are pleased to present the 39th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. STATE OF COMPANY AFFAIRS:

The Company emerged from the Corporate Insolvency Resolution Process (“CIRP”) vide Honble NCLT, Mumbai Bench hearing held on November 01, 2023 read with Orders dated June 25, 2024 and August 09, 2024 passed in IA No. 467 of 2021 in CP (IB) 2839 of 2018 in the matter of Mr. Neehal Mahmulal Pathan (Resolution Professional of Melstar Information Technologies Limited) vs. Melstar Information Technologies Limited, approved the Resolution Plan submitted by Shivasons Solutions India Private Limited along with the addendum, annexures and schedules forming part thereof.

Pursuant to the aforesaid Resolution Plan and NCLT Orders, the Company had undertaken the following corporate actions:

a) Allotment of Equity Shares on preferential basis to the Successful Resolution Applicant against the funds infused into the Company; and

b) Reduction of the existing shareholding of the Company through cancellation and extinguishment of the entire shareholding of the erstwhile promoters and promoter group without any payout and reduction of the public shareholding, except to the extent required for maintaining the minimum public shareholding of 5% post implementation of the Resolution Plan as on the Record Date.

However, the aforesaid corporate actions could not attain full effect in the absence of listing and trading approval from the Stock Exchanges. Consequently, the credit of equity shares to the demat accounts of the beneficiaries/allottees remains pending with the depositories.

The Board notes that certain compliances under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 remained pending during the CIRP period. Such matters pertain to the period when the affairs of the Company were under the control and management of the Resolution Professional and not the present Board. The current Board has undertaken necessary steps to review, regularize and address such pending compliances to the extent practicable and in accordance with applicable laws.

Your Directors are pleased to present the Thirty-Ninth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

2. FINANCIAL RESULTS:

				(In Lakhs)
Particulars	Standalone	Consolidated
	2025-26	2024-25	2025-26	2024-25
Net Sales/ Income from Operations	75	-	75	-
Other Income	-	-	-	-
Total Expenses	148.71	92.58	288.94	121.18
Operating Profit / (Loss) before Tax	(73.71)	(92.58)	(213.94)	(121.18)
Net Profit / (Loss) before tax and Exceptional Items	(73.71)	(92.58)	(213.94)	(121.18)
Current Tax	-	-	-	-
Deferred Tax	-	-	-	-
Exceptional Items	-	-	-	-
Net Profit/ (Loss) before tax and after Exceptional Items	(73.71)	(92.58)	(213.94)	(121.18)
Provision for Taxation	-	-	-	-
Net Profit/ (Loss) after Tax	(73.71)	(92.58)	(213.94)	(121.18)
Face Value of Equity Shares (in Rupees)	10.00	10.00	10.00	10.00
EPS - Basic and Diluted (Before Exceptional Item) (in Rupees)	(2.64)	(3.31)	(7.66)	(4.34)
EPS - Basic and Diluted (After Exceptional Item) (in Rupees)	(2.64)	(3.31)	(7.66)	(4.34)

The standalone sales and other income for FY 2025-26 stood at 75 Lakhs, as compared to Nil in FY 2024-25. On a consolidated basis, sales and other income for FY 2025-26 also stood at 75 Lakhs, as against Nil in previous financial year. After meeting all expenditures, the Company reported loss of Rs. 73.71 Lakhs on a standalone basis and Rs.92.58 Lakhs on a consolidated basis for FY 2025-26, compared to total comprehensive loss of Rs.213.94 Lakhs (standalone) and Rs. 121.18 Lakhs (consolidated) in FY 2024-25.

3. OPERATIONS:

The Company is resuming its operations during the year.

4. DIVIDEND

Your Directors regret to state their inability to recommend any dividend on equity shares for the financial year ended March 31, 2026 due to the financial position of the Company.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), as amended, the Dividend Distribution Policy of the Company is available on the Companys website

https://www.melstarrtech.com/assets/img/pdf/policy/8.%20Melstar Dividend%20Distribution% 20Policy.pdf

5. TRANSFER TO RESERVE

No transfer has been made to General Reserve as the Company has suffered losses.

The Companys Reserve & Surplus for the financial year ended March 31, 2026 is Rs. 376.90 Lakhs as compared to the previous year it was Rs. 450.61 Lakhs. Further details of the reserves and surplus are disclosed in the notes to the Audited Financial Statements for the year ended March 31st, 2026, which forms part of this Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following subsidiary as on March 31, 2026

S.No. Name of the Subsidiary	% of holding	Date of Holding shares
1. Melstarr Aviation Tech Private Limited	99.99%	October 15, 2024
2. Melstarr Fintech Private Limited	99.99%	October 28, 2024

The Company does not have any Joint Venture with any person or an associate Company as defined under Section 2(6) of the Companies Act, 2013 (the Act).

The salient features, i.e., key financial highlights, of the Companys subsidiaries, or associate Companies, are disclosed in the Form AOC-1, which is annexed herewith as Annexure-III.

Pursuant to the provisions of the Section 136 of the Act, the standalone and consolidated financial statements of the Company, along with relevant documents and separate audited / un-audited accounts in respect of subsidiaries are available on the website of the Company.

7. BUSINESS DESCRIPTION

The Company will start Aviation Training Solutions and Digital Transformation Services covering simulation technology, aviation flight training, and cutting-edge digital solutions, empowering industries to achieve excellence and innovation.

M/s Melstarr Aviation Tech Private Limited, a subsidiary of the Company has receipt the Letter of acceptance from AP Airports Development Corporation Limited on August 1, 2025 for development, operation and management of Flying Training Organisation (FTO) at Kurnoor Airport.

8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business of the Company, however, the Company has entered into Aviation Sector through subsidiary companies namely Melstarr Aviation Tech Private Limited and Melstarr Fintech Private Limited which are yet to start their operations.

9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which these financial statements relate and date of this report. As such, no specific details are required to be given or provided.

10. SHARE CAPITAL:

a) The paid-up equity capital as on March 31, 2026 upon reduction of capital was Rs. 2,79,36,610 consisting of 27,93,661 fully paid-up equity shares of face value Rs. 10/- each.

b) The paid-up Preference capital as on March 31, 2026 was NIL. During the year under review, the Company has not allotted any preference shares.

Pursuant to the Resolution Plan approved by the Honble National Company Law Tribunal ("NCLT"), Mumbai Bench, the Board of Directors at its meeting held on July 24, 2024 had approved the allotment of 26,92,000 equity shares of Rs.10/- each to the Promoters in terms of the Resolution Plan.

Subsequently, at its meeting held on February 26, 2025, the Board superseded the resolutions passed on July 24, 2024 and approved the allotment of 26,42,000 equity shares of Rs.10/- each to M/s. Shivasons Solutions India Private Limited, the Resolution Applicant and New Promoter, in accordance with the NCLT Orders dated November 1, 2023, June 25, 2024 and August 9, 2024.

Further, in accordance with the aforesaid NCLT Orders, the Board of Directors at its meeting held on November 14, 2024 approved the reduction and reorganization of the existing share capital of the Company, inter alia, as follows:

a) The entire shareholding held by the erstwhile promoters and promoter group of the Company was extinguished without any payout, resulting in nil shareholding of the erstwhile promoters.

b) The shareholding of the existing public shareholders as on the Record Date, i.e., August 30, 2024, was reduced to facilitate maintenance of 5% public shareholding upon implementation of the Resolution Plan as on Record date. The cancellation shall not require the Corporate Debtor to pay any of the shareholders except by issuing Equity Shares of Rs.10/- each to the public Shareholders other than existing promoters are in proportion to the percentage of their holding in the Company as on the record date.

Further, any fractional entitlement shall be held in trust and shall be treated in a manner as may be permissible by the law.

Consequent to the above corporate actions, the shareholding pattern of the Company is as under:

Sr No. Particulars	Number of shares	% of holding
1 Promoters	26,42,000*	94.57%
2 Public	1,51,661*	5.43%
Total	27,93,661	100%

*The aforesaid corporate actions could not attain full effect in the absence of listing and trading approval from the BSE Limited and National Stock Exchange of India Limited.

The Company has neither issued equity shares with differential rights as to dividend, voting or otherwise nor any sweat equity shares to the employees of the Company under any scheme. The company has also not issued debenture, bond, non-convertible securities or warrants during the year under review.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The current board of directors have framed a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Policy are given in the Corporate Governance Report and the Policy is posted on the Companys website

https://www.melstarrtech.com/assets/img/pdf/policy/7.%20Melstar Vigil%20Mechanism%20an d%20Wh.istle%20Blower%20Policv.pdf

12. CORPORATE GOVERNANCE:

The Company adheres to corporate culture of integrity and consciousness. Corporate Governance is a journey for constantly improving sustainable value creation. As required under the provision of Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate report on Corporate Governance forms part of this Annual Report, together with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance by the current board of directors.

13. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the Companys website at www.melstarrtech.com

14. DIRECTORS:

The present directors of the Company and their appointment dates are as follows:

Sr. No. Name of Director	Designation	Date of appointment
1. Mr. Vineet Goverdhan Shah	Managing Director	July 3, 2024
2. Mr. Uttam Prakash Agarwal*	Independent Director	July 24, 2024
3. Mr. Subhash Chandra Varshney#	Independent Director	July 3, 2024
4. Mr. Rajnikant PatelA	Independent Director	July 24,2024
5. Ms. Alyzaa Merchant**	Independent Director	July 3, 2024
6. Mr. Tarun Kashyap	Executive Director	November 14, 2024
7. Mr. Selvaraj Johnson	Independent Director	September 22, 2025
8. Ms. Rose Mary Vase	Independent Director	February 14, 2026

*Resigned with effect from March 23,2026 **Resigned with effect from April 22, 2026 ^AResigned with effect from May 24,2026 #Resigned with effect from May 07,2026

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and Listing Regulations.

The details of programme for familiarization of Independent Directors with the Company, nature of the industry in which the Company operates and related matters uploaded on the website of the Company www.melstarrtech.com

In terms of the provisions of the Act, Mr. Tarun Kashyap, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM). Resolution seeking his re-appointment along-with his profile as required under Regulation 36(3) of the Listing Regulations forms part of the Notice of Thirty-Ninth Annual General Meeting.

15. KEY MANAGERIAL PERSONNEL:

Mr. Vineet Goverdhan Shah, Managing Director, Mr. Tarun Kashyap, Executive Director, Mr. Raveendra Sangapu, CFO and Ms. Bhawna Rajawat, Company Secretary are the Key Managerial Personnel of the Company for the Financial Year Ended Mach 31, 2026.

Mr. Raveendra Sangapu has been appointed as Chief Financial Officer and KMP with effect from May, 15 2025 and Mr. Vineet Govardhan shah has resigned as Acting Chief Financial Officer and KMP with effect from May 15, 2025.

Ms. Meenakshi Ramandasani resigned as Company Secretary on June 13, 2025. Ms. Bhawna Rajawat was appointed as Company Secretary on September 22, 2025.

16. NUMBER OF BOARD MEETING

There were Five Board Meetings held during the year. The details of Board held during the financial year ended on March 31, 2026 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-1 on Meetings of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 and the Listing Regulations.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies act, 2013, are disclosed in the notes to the Audited Financial Statements for the year ended March 31st, 2026, which forms part of this Annual Report.

18. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of the provision of Regulation 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulatio ns 2015, the Managements discussion and analysis is set out in this Annual Report.

19. RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Accordingly, there are no transactions that are required to be reported in Form AOC-2.

"All related party transactions entered into by the Company during the financial year 2025-26 were on an arms length basis and in the ordinary course of business, subject to confirmation by the statutory auditors."

The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Companys website at the link https://www.melstarrtech.com/investors.html

20. RISK MANAGEMENT

In line with the regulatory requirements, the current Board of Directors has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a proper defined framework.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant or material orders were passed by any regulator, court, tribunal, or other authority which could impact the going concern status of the Company or its future operations.

22. HUMAN RESOURCES

At Melstar, human resource is treated as an important asset and believe in its Contribution in overall growth of the Company. Here, we focus on the workplace of tomorrow that promotes a collaborative, transparent and participative organization culture, encourages innovation and rewards individual Contribution.

23. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from public within the meaning of Sections 73 and 76 of the Companies Act, 2013 (the Act) read with Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

24. COMMITTEES OF THE BOARD

As on 31st March, 2026 the Board has three Committee: “Audit Committee”, “Nomination and Remuneration Committee” and “Stakeholders Relationship Committee. The Board has also voluntarily constituted Risk Management Committee of the Board.

The details of Board and Committee meetings held during the financial year ended on March 31, 2026 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company.

26. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, Safeguarding of its assets prevention and detection of Fraud, error reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companys control framework is designed to provide reasonable assurance of the reliability of financial and operational information, compliance with applicable laws and regulations, the safeguarding of assets, and the disciplined execution of transactions in line with the approved authorities and corporate policies. Auditors have not reported fraud during the financial year to the current Board of Directors. The effectiveness of internal controls is subject to continuous ongoing evaluation through a structured assurance mechanism. This includes management reviews, risk-based internal audits, and independent statutory audits under the oversight of the Audit Committee.

Based on the above, the Board, to the best of its knowledge and belief and based on the information and explanations available, affirms that the Companys internal control systems are adequate and operating effectively, commensurate with its size and scale of operations, and are designed to ensure the reliability of financial reporting and compliance with applicable laws and regulations.

This commitment is further strengthened by an independent internal audit function that provides objective assurance and supports ongoing improvement in governance, risk management, and control processes.

27. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

The Independent Director shall be of high integrity with relevant expertise and experience with Director having expertise in the fields of manufacturing, marketing, finance, law, governance and general management, so as to have a diverse Board.

28. INDEPENDENT DIRECTORS MEETING:

Pursuant to the provisions of Schedule IV and other applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on March 31, 2026, without the attendance of Non-Independent Directors and members of the management. The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company taking into account the views of Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

29. DECLARATION OF INDEPENDENCE:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are Independent of the management.

30. SECRETARIAL STANDARDS

In terms of Section 118(10) of the Companies Act, 2013, The Company complies with all the mandatory secretarial standards issued by the Institute of Company Secretaries of India as may be applicable.

31. LISTING ON STOCK EXCHANGES:

The Equity shares of the Company continue to be listed on BSE Limited and NSE Limited.

32. DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Act:

i) that in the preparation of the accounts for the financial year ended 31st March 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;

iii) The Directors have taken proper and sufficient care for maintenance of adequate accounting records to safeguard the companys assets and prevent fraud, in line with the CIRP requirements;

iv) that the Directors have prepared the accounts for the financial year on going concern basis.

v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively, and

vi) 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.

33. BOARD EVALUATION

The Nomination and Remuneration Committee of the Board of the Company has devised a policy for performance evaluation of the Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering the criteria such as Board composition and structure, effectiveness of Board / Committee processes and information provided to the Board, etc.

Pursuant to the Listing Regulations, performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. A separate meeting of the Independent Directors was also held for the evaluation of the performance of Non-Independent Directors and the performance of the Board as a whole.

34. PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014 are provided as per ANNEXURE-II.

35. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is given in ANNEXURE-I to this report.

36. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees” recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013. All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Companies Policy vi z. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees.

37. AUDITORS:

i) STATUTORY AUDITORS:

In view of the provision of Section 139, and other applicable provisions if any, of the Companies Act 2013 or any amendment thereof or modification thereof, M/s C K S P and Co LLP, Chartered Accountant (Firm Registration No131228W/W100044) are appointed as Statutory Auditor of the Company to hold office from the conclusion of 37th Annual General Meeting (AGM) of the Company to the Conclusion of 42nd Annual General Meeting.

Auditors qualifications, reservations or adverse remarks or disclaimers made

The Auditors Report for the FY 202 5-26 does not contain any qualifications and management reply for the same are as follows:

Matter	Auditors Qualifications	Management Reply
Details of Audit Qualification	An application for initiation of corporate insolvency resolution process of Melstar Information Technologies Limited was admitted by the Honble National Company Law Tribunal, Mumbai vide order dated October 1, 2019 under the Insolvency and Bankruptcy Code, 2016 (IBC). Subsequently there was change in the Management with new business plans. The Company was incurring losses prior to the change in the Management. Various initiatives undertaken by the Company in relation to saving cost, optimize revenue management opportunities and enhance ancillary revenues is expected to result in improved operating performance. Based on that, the standalone financial results of the Company have been prepared on a going concern basis because of the reasons stated in the Note Rs.No. 27 (i) to the standalone financial results.	An application for initiation of corporate insolvency resolution process of Melstar Information Technologies Limited was admitted by the Honble National Company Law Tribunal, Mumbai vide order dated October 1, 2019 under the Insolvency and Bankruptcy Code, 2016 (IBC). Subsequently there was change in the Management with new business plans. The Company was incurring losses prior to the change in the Managements. However, various initiatives undertaken by the Company in relation to saving cost, optimize revenue management opportunities and enhance ancillary revenues is expected to result in improved operating performance. Further, our continued thrust to improve operational efficiency and "initiatives to raise funds are expected to result in sustainable cash flows. The company has made a plan which has been put business plan into action and the company is awaiting business licenses and clearances to start operations. Accordingly, the statement of financial results continues to be prepared on a going concern basis, which contemplates (realization of assets and settlement of liabilities in the normal course of business

ii) SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S. Talwar & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the FY 2025-26. The Secretarial Audit Report is appended as Annexure III to this Report. The Secretarial Auditors Report contains following observations and management reply for the same as follow:

Sr. No. Compliance Requirement (Regulations/ circulars / guidelines including specific clause)	Deviations	Observations/ Remarks of the Practicing Company Secretary	Management Reply
1 Regulation 27 of SEBI (LODR) Regulations, 2015	Non-Submission	The Company has not yet filed the quarterly compliance report on corporate governance for the quarter ended June 30, 2024.	The Company has not yet filed the Quarterly Compliance Report on Corporate Governance for the quarter ended June 30, 2024. The non-submission of the said report is attributable to the fact that, during the relevant quarter, the affairs of the Company were being managed by the Resolution Professional (RP) pursuant to the Corporate Insolvency Resolution Process (CIRP), and the powers of the Board of Directors stood suspended. Consequently, the information and particulars required for preparation and filing of the Corporate Governance Report, including details relating to the Board and its Committees, were not available during the said period. Accordingly, the Company was unable to file the Quarterly Compliance Report on Corporate Governance for the quarter ended June 30, 2024.
2 Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015		For the FY 2024-25, Annual Listing Fees (ALF) was paid to BSE and NSE and there is no pending dues at NSDL and CDSL. The status showing “suspended due to nonpayment of ALF dues” because of fines are not paid till date but company has filed Waiver application with BSE and NSE and it is under process.	The Company has not paid the fines levied in respect of the noncompliances which pertain to the period during which the Company was under the control of the previous management and undergoing Corporate Insolvency Resolution Process (CIRP). Further, the Company had filed waiver applications with BSE Limited and National Stock Exchange of India Limited seeking waiver/reduction of the fines imposed. The Company has now paid the fines to the Stock Exchanges under protest.
3 Section 96 of the Companies Act, 2013	NonCompliance for not Conducting of Annual General Meetings	Pursuant to the Resolution Plan and NCLT Orders, the Company undertook (i) preferential allotment of Equity Shares to the Successful Resolution Applicant against the funds infused; and (ii) cancellation and extinguishment of the entire shareholding of the erstwhile promoters and promoter group and reduction of public shareholding to the extent necessary to maintain the minimum public shareholding of 5%.	The Company has regularized the default pertaining to the nonconvening of its Annual General Meetings by duly convening the said meetings and completing all requisite statutory filings in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder and the SEBI Regulations.
		However, the aforesaid corporate actions could not be fully implemented pending listing and trading approval from the Stock Exchanges, resulting in the shares not being credited to the demat accounts of the respective beneficiaries. Consequently, the Company could not ascertain the rightful shareholders entitled to receive the Annual Report and participate and vote at the AGM. Accordingly, the AGM for FY 2025-26 could not be held. The Company had applied and received extension from MCA for holding AGM but since the corporate actions were pending, the AGM could not be conducted within the extended time.
4 Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015	Noncompliance for submission of Annual Report for the Financial Year Ended March 31, 2025 to the exchanges to both Stock Exchange (NSE & BSE)	Pursuant to the Resolution Plan and NCLT Orders, the Company undertook (i) preferential allotment of Equity Shares to the Successful Resolution Applicant; and (ii) cancellation and extinguishment of the entire shareholding of the erstwhile promoters and promoter group and reduction of public shareholding to the extent necessary to maintain the minimum public shareholding of 5%. However, the aforesaid corporate actions could not be fully implemented pending listing and trading approval from the Stock Exchanges, resulting in the shares not being credited to the demat accounts of the respective beneficiaries. Consequently, the Company was unable to ascertain the requisite shareholder records and complete the Annual Report for the Financial Year ended March 31, 2025 and submit the same to BSE Limited and National Stock Exchange of India Limited within the prescribed timelines.	The Company has now regularized its pending AGM Compliances and have filed the Annual Report for the Financial Year Ended March 31, 2025.
5 Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015	Noncompliance for not submitting of Statement on Impact of Audit Qualifications annual audited financial results for the financial year ended March 31, 2025	Non-compliance with Regulation 33 of SEBI (LODR) Regulations, 2015, pertaining to the non-submission of the Statement on Impact of Audit Qualifications on the annual audited financial results for the financial year ended March 31, 2025.	The Company has now filed the same.
6 Regulation 6(1) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 and as per Section 203 of Companies Act, 2013	Delayed appointment of a qualified company secretary as the compliance officer.	Delayed appointment of a qualified company secretary as the compliance officer. The Company being unable to identify and appoint a suitable candidate within the prescribed timeline	The Company has now appointed a qualified company secretary as the compliance officer and regularised its default.
7 Regulation 29(2)/29(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015	Delay in furnishing prior intimation about the meeting of the board of directors.	The alleged noncompliance with Regulation 29(2)/29(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to delay in furnishing prior intimation to the Stock Exchange regarding the meeting of the Board of Directors.	It was a one time delay which is now taken care of.

In compliance with Regulation 24(A) of Listing Regulations as amended vide SEBI notification dated 12th December 2024 and basis the recommendation of Audit Committee, the Board has approved the appointment of M/s. S. Talwar & Associates, as the Secretarial Auditor of the Company for first term of 5 consecutive years, to conduct Secretarial Audit and provide other allied certification/permitted services for FY2025-2026 up to FY2029- 2030 and approved by the shareholders of the Company at 38^th AGM of the Company.

iii)COST AUDITORS:

Cost Audit is not applicable to the Company

38. REPORTING OF FRAUD BY AUDITORS

During the year under review, neither the statutory auditor nor the secretarial auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees under Section 143(12) of the Act.

39. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:

Provision of Regulation 55A & 76 of the SEBI (Depositories and Participants) Regulations, 1996, require a certificate issued by practicing Company Secretaries, undertaking the Reconciliation of Share Capital Audit in pursuant to SEBI Listing Regulations. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid- up capital of the Company.

The reconciliation of shares outstanding at the beginning and at the end of the reporting period is disclosed in Notes to the Audited Financial Statements for FY 2025-26, which forms part of this Annual Report.

40. DEPOSITORY SYSTEMS:

The Company has entered into agreements with both the Depositories, i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to facilitate trading in demat form.

41. PURCHASE OF SHARES OF THE COMPANY:

The Company has not given any loan, guarantee or security, or any financial assistance to the employees of the Company for the purpose of purchase or subscription for any shares of the Company or its holding Company pursuant to Section 67(2) of the Companies Act, 2013.

42. ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:

The Company has not issued any shares with differential Voting Rights pursuant to the provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.

43. ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any sweat equity shares to any of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and Debenture) Rules, 2014.

44. EMPLOYEE STOCK OPTION:

The Company does not have any Employee Stock Option Scheme for its employees. The Board has given in-principle approval on November 14, 2024 and directed to form a policy related to Employee Stock Option Scheme 2024 (ESOS) to the employees of the Company and employees of the Subsidiary/ Holding / Associates companies, in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, subject to the approval of the members of the Company.

45. CREDIT RATINGS

The Company has not obtained any credit rating from a credit rating agency.

46. INVESTOR EDUCTAION AND PROTECTION FUND [IEPF]

The Company has not declared any dividend. Accordingly, the provisions relating to transfer of amounts and shares to the Investor Education and Protection Fund (IEPF) are not applicable to the Company.

47. DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a policy aiming at prevention of Sexual Harassment at all workplaces of the Company in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder. An internal Complaint Committee has been set up in the Company in accordance with this legislation to consider and redress complaints received with respect to sexual harassment. As per requirements of SEBI LODR, Details of complaints received and disposed of during FY 202 5-26 are mentioned below:

Number of Complaints	No. of cases
Pending as on April 1, 2025	0
Received during the FY 2025-26	0
Pending beyond 90 days	0
Disposed-off during the FY 2025-26	0
Pending as on March 31, 2026	0

48. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year, and has extended all statutory benefits to eligible women employees during the year. The Company continues to ensure a supportive work environment for women employees during and after maternity.

49. DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN

There is no incidence of one-time settlement in respect of any loan taken from Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

50. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY

No application made or processing is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year under the review.

51. ACKNOWLEDGEMENT

We thank our customers, investors, Government and Semi Government Authorities, Shareholders, Bankers and Financial Institutions and for their continued co-operation and support. The Director also expresses their warm appreciation for the dedicated and sincere services rendered by the Employees of the Company.

Place: Mumbai	For Melstar Information Technologies Limited
Date: September 08, 2026
	Sd/-	Sd/-
	Tarun Kashyap	Vineet Goverdhan Shah
	Executive Director	Managing Director
	DIN:07358671	DIN:01761772