(in Lakhs)

There were no operations during the year.

No Dividend is declared for the financial year ended March 31, 2024 due to the financial position of the Company.

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

The Company doesn't have any subsidiary as on March 31, 2024

The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) by an Order passed by Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT”) and Mr. Neehal Mahamulal Pathan was appointed as an IRP and thereafter RP (Resolution Professional). The NCLT vide its order dated November 1, 2023 has approved the Resolution Plan submitted by the Shivasons Solutions India Private Limited under Section 31 of the IBC, which has been implemented in phase manner and subsequent orders were passed by NCLT on June 25, 2024 and August 11, 2024 on Resolution Plan. The powers of the Board of Directors of the Company and its Committees remained suspended from the initiation of CIRP till Board of the Company has been re-constituted i.e. July 3, 2024. As per the approved Resolution Plan, a Monitoring Committee constituted for the implementation of the Resolution Plan till the reconstitution of Board of Director and all the decisions which could otherwise have been taken by the Company's Board of Directors, were taken by the Monitoring Committee. Pursuant to implementation of Resolution Plan, erstwhile board of directors of the Company were replaced with the new board of directors with effect from July 3, 2024.

The Board at its meeting held on July 24, 2024 has approved allotment of 27,92,000 equity shares of Rs. 10/- each to Promoters as per Resolution Plan approved by NCLT. Post allotment of equity shares to Promoters and reduction of capital, the shareholding pattern of the Company is as follows:

10.REDUCTION OF CAPITAL

The Board had fixed August 30, 2024 as the record date for cancellation and extinguishment of all the outstanding equity shares held by the existing public shareholders (other than erstwhile promoters) on the record date as per following ratio:

i) Shareholder holding less than 50 equity shares will hold one equity share and balanced shares will be cancelled. ii) Shareholder holding more than 50 equity shares will hold one equity share for every 50 equity shares held by them in the Company and balanced shares will be cancelled.

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 Company's website.

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:

The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in accordance with Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the Companies (Management and Administration) Rules, 2014, will be made available on the website of the at www.metstarrtech.com.

14.DIRECTORS:

Post CIRP, new directors were appointed on the Board by the new management and erstwhile following directors were ceased to be directors from 4^th July 2024. i) Mr. Anant Satish Pathak ii) Mr. Sirish Kumar Sahoo iii) Mr. Pramod Shivaji Bhosale

The present directors of the Company and their appointment date 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 will be uploaded on the website of the Company www.melstarrtech.com.

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

15.KEY MANAGERIAL PERSONNEL

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 post appointment done by new management after taking over the affairs of the Company from Resolution Professional.

16.NUMBER OF BOARD MEETING:

No Board or Committee Meetings were held during the year 2023-24. The Committee of Creditors met 2 times December 29, 2023 and January 02,.2024 and Monitoring Committee met two times during the year on January 27, 2024 and February 25, 2024.

17.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

18.MANAGEMENT DISCUSSION AND ANALYSIS

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.

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

22

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. The policy on Related Party Transactions as approved by the Audit Committee and Board is uploaded on the Company's website at the link

http://www.melstarrtech.com/policies.html.

20.RISK MANAGEMENT REPORT

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

The Company was under Corporate Insolvency Resolution Process (“CIRP”) with effect from October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016 (“IBC”) by an Order passed by Hon'ble National Company Law Tribunal, Mumbai Bench (‘NCLT”) and Mr. Neehal Mahamulal Pathan was appointed as an IRP and thereafter RP (Resolution Professional). The NCLT vide its order dated November 1, 2023 has approved the Resolution Plan submitted by the Shivasons Solutions India Private Limited under Section 31 of the IBC, which has been implemented in phase wise manner and subsequent orders of NCLT dated June 25, 2024 and August 09, 2024. The powers of the Board of Directors of the Company and its Committees remained suspended from the initiation of CIRP till Board of the Company has been re-constituted i.e. July 3, 2024.

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.PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:

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').

24.FIXED DEPOSITS:

During the year under review, your Company has not accepted any fixed Deposits and there were no unclaimed deposits or interest thereon as on March, 31, 2024.

25.COMMITTEES OF THE BOARD

As on 31st March, 2024 the Board has three Committee: “Audit Committee”, “Nomination and Remuneration Committee” and “ Stakeholders Relationship Committee”. But, due to IBC Order of the NCLT, authority of the Board and its members suspended and vested to RP and no meeting of the Committee were held during the year.

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. RP / Auditors have not reported fraud during the financial year to the current Board of Directors.

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.SECRETARIAL STANDARDS

The Company complies with all the applicable Mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) from July 3, 2024.

29.LISTING ON STOCK EXCHANGES:

The Company's shares are listed on BSE Limited and NSE Limited.

30.DIRECTORS' RESPONSIBILITY STATEMENT:

As stipulated under Section 134(3)(c) & (5) of the Companies Act, 2013, your Directors unable to confirm as under:- i) that in the preparation of the accounts for the financial year ended 31st March 2024, 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) the Directors have laid down internal financial controls, which are adequate and were operating effectively. 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.

The Current Board of Directors unable to make directors responsibility statement due to non-availability of records made available by Resolution Professional.

31.ANNUAL EVALUATION:

Under CIRP, no formal performance evaluations of the Board or Committees were conducted, as governance functions were transferred to the Resolution Professional. In normal circumstances, evaluations are conducted in compliance with Section 134(3)(p) of the Companies Act, 2013.

32.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. The Company has no employees during the year.

33.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.

34.AUDITORS: i) STATUTORY AUDITORS:

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 this Annual General Meeting to the Conclusion of 37th Annual General Meeting.

The Company has received an eligibility certificate cum consent letter from M/s C K S P And Co LLP, Chartered Accountant to the effect that the appointment, if made, would be in accordance with limits specified under section 141 of the Companies Act, 2013 and as required under SEBI Regulations, they have confirmed that they hold valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditor's Report for the FY 2023-24 contain following qualifications and management reply for the same are as follows:

35.SECRETARIAL AUDITORS:

i. 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 2023-24. 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 follows:

ii. COST AUDITORS: Cost Audit is not applicable to the Company.

36.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.

37.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

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

38.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.

39.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.

40.COMPANY'S 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 viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees

41.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

42.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.