To,

The Members,

Melstar Information Technologies Limited

Your Directors are pleased to present the 38th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. STATE OF COMPANY AFFAIRS:

The Company was admitted into Corporate Insolvency Resolution Process ("CIRP") under the provisions of the Insolvency and Bankruptcy Code, 2016 ("IBC") pursuant to an order dated October 3, 2019 passed by the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"). Consequent thereto, Mr. Neehal Mahamulal Pathan was appointed as the Interim Resolution Professional ("IRP") and was subsequently confirmed as the Resolution Professional ("RP").

The Hon'ble NCLT, vide its order dated November 1, 2023, approved the Resolution Plan submitted by M/s. Shivasons Solutions India Private Limited under Section 31 of the IBC. The Resolution Plan was implemented in a phased manner, pursuant to which further orders were passed by the Hon'ble

NCLT on June 25, 2024 and August 9, 2024.

During the CIRP period, the powers of the Board of Directors and its Committees stood suspended and were exercised by the Resolution Professional in accordance with the provisions of the IBC. Subsequently, in terms of the approved Resolution Plan, a Monitoring Committee was constituted to oversee the implementation of the Resolution Plan until the reconstitution of the Board of Directors. Accordingly, all matters requiring Board approval were considered and approved by the Monitoring Committee during such period.

Upon implementation of the Resolution Plan, the Board of Directors of the Company was reconstituted with effect from July 3, 2024 and the management and control of the affairs of the Company were vested in the newly constituted Board.

The current 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-Eighth Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

2. FINANCIAL RESULTS:

The standalone sales and other income for FY 2024-25 stood at Nil, as compared to 1,214.23 Lakhs in FY 2023-24. On a consolidated basis, sales and other income for FY 2024-25 also stood at Nil, as against 1,214.23 Lakhs in previous financial year. After meeting all expenditures, the Company reported loss of 92.58 Lakhs on a standalone basis and 121.18 Lakhs on a consolidated basis for FY 2024-25, compared to total comprehensive profit of 1127.93 Lakhs (standalone) and 1127.93

Lakhs (consolidated) in FY 2023-24.

3. OPERATIONS:

There were no 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, 2025 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 Company's 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 Company's Reserve & Surplus for the financial year ended March 31, 2025 is Rs. (450.61) Lakhs as compared to the previous year it was Rs. (869.95) Lakhs. Further details of the reserves and surplus are disclosed in the notes to the Audited Financial Statements for the year ended March 31st, 2025, which forms part of this Annual Report.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has following subsidiary as on March 31, 2025

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 Company's 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:

No operations carried during the year, however, the Board of Directors 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

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, 2025 upon reduction of capital was Rs. 2,79,36,610 consisting of 27,93,661 fully paid-up equity shares of face value 10/- each. b) The paid-up Preference capital as on March 31, 2025, was NIL. During the year under review, the Company has not allotted any preference shares.

Pursuant to the Resolution Plan approved by the Hon'ble National Company Law Tribunal ("NCLT"), Mumbai Bench, the Board of Directors at its meeting held on July 24, 2024 had approved the allotment of 27,92,000 equity shares of 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 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. Accordingly, the existing shareholding was cancelled/extinguished without any consideration and reissued in the following manner:

i) Shareholder holding less than 50 Shares Retain ONE share

ii) Shareholder holding more than 50 Shares To retain One share per 50 share, rounded down held by the public shareholders other than existing promoters.

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:

*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.

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 Company's website https://www.melstarrtech.com/assets/img/pdf/policy/7.%20Melstar_Vigil%20Mechanism%20an d%20Whistle%20Blower%20Policy.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.

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 Company's website at www.melstarrtech.com

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

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. Vineet Goverdhan Shah, Managing Director of the Company, retires by rotation and being eligible, offers herself 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-Eight Annual General Meeting.

Mr. Vineet Goverdhan Shah, Managing Director, Mr. Tarun Kashyap, Executive Director and Ms. Meenakshi Ramandasani, Company Secretary are the Key Managerial Personnel of the Company for the Financial Year Ended Mach 31, 2025.

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.

Mr. Nityanand Sahoo, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company resigned as CFO and KMP with effect from August 13, 2024. Post his resignation Mr. Vineet Govardhan Shah was appointed as an acting CFO of the company.

Ms. Meenakshi Ramandasani resigned as Company Secretary on June 13, 2025.

There were Six Board Meetings held during the year. The details of Board held during the financial year ended on March 31, 2025 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.

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, 2025, which forms part of this Annual Report.

In terms of the provision of Regulation 34 of the SEBI (Listing Obligation and Disclosure

Requirements) Regulations 2015, the Management's discussion and analysis is set out in this Annual

Report.

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 2024 25 were on an arm's 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 Company's website at the link https://www.melstarrtech.com/investors.html

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.

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. However, the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its

Order dated November 1, 2023, in the matter of Nityo Infotech Services Private Limited (Operational Creditor) vs. Melstar Information Technologies Limited (Corporate Debtor), approved the Resolution Plan submitted by Shivasons Solution India Private Limited (Resolution Applicant). Subsequently, the

Hon'ble NCLT, Mumbai Bench, passed further Orders dated June 25, 2024 and August 9, 2024, to rectify certain defects and clarify aspects of the aforesaid Order.

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.

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.

As on 31st March, 2025 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, 2025 and the attendance of the Directors are set out in the Corporate Governance Report which forms part of this report.

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 Company's 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 Company's 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 Company's 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.

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.

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 February 11, 2025, 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.

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.

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.

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

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 2025, 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 company's 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.

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.

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.

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 viz. "Policy for Remuneration of the Directors, Key

Managerial Personnel and other Employees.

In view of the provision of Section 139, 142 and other applicable provisions if any, of the Companies Act 2013 or any amendment thereof or modification thereof, M/s Sarda & Pareek (FRN 109262W) was appointed as Statutory Auditor for the period of three financial year from April 01,2018 to March, 31, 2024 in the 31st Annual General Meeting held on September 27, 2018. M/s Sarda & Pareek (FRN 109262W) resigned for the FY 2020-21 on July 18, 2024.

The Board of Directors has recommended the appointment of M/s C K S P and Co LLP, Chartered Accountant (Firm Registration No131228W/W100044) as the Statutory Auditors of the Company to fill the casual vacancy caused due to resignation of M/s Sarda & Pareek which was approved by shareholders through postal ballot result of which was announced on October 1, 2024 and M/s C K S

P and Co LLP, Chartered Accountant hold office from the conclusion of 37th Annual General Meeting (AGM) of the Company to the Conclusion of 42nd Annual General Meeting.

The Auditor's Report for the FY 2024-25 contain following qualifications and management reply for the same are as follows:

Pursuant to the provisions of Section 204 of the Act 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 2024-

25. The Secretarial Audit Report is appended as Annexure III to this Report. The Secretarial Auditor's

Report contains following observations and management reply for the same as follow:

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, subject to approval of shareholders of the Company at this AGM. M/s. S. Talwar & Associates have consented for their appointment as the Secretarial Auditor and have given a confirmation to the effect that they are eligible to be appointed and are not disqualified from acting as the Secretarial Auditor. Members are requested to consider and approve appointment of M/s. S. Talwar & Associates as the Secretarial Auditor of your Company to conduct Secretarial Audit and provide other allied certification/permitted services for FY 2025-2026 up to FY 2029-2030. Necessary resolution seeking approval of members for appointment of M/s. S. Talwar & Associates as the Secretarial Auditor has been incorporated in the Notice of 38th Annual General Meeting.

Cost Audit is not applicable to the Company

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.

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 2024-25, which forms part of this Annual Report.

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.

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.

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.

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.

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.

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

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.

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 2024-25 are mentioned below:

Pending as on March 31, 2025 0

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.

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.

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

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.