Melstar Information Technologies Ltd

Financial performance

• Standalone revenue from operations: 0.00; consolidated revenue: 0.00.
• Standalone net loss: ₹92.58 Lakhs; consolidated net loss: ₹121.18 Lakhs.
• Standalone EPS: ₹-3.31; consolidated EPS: ₹-4.34.
• Dividend not declared; prior year profit ₹1,127.93 Lakhs.

Capital structure & actions

• Equity capital after reduction: 27,93,661 shares; face ₹10.
• Promoter Shivasons: 94.57%; Public: 5.43%.
• 26,42,000 new equity shares allotted to Shivasons on 26 Feb 2025.
• Listing approvals pending; 98.23% shares in demat form.

Operations & strategy

• No operations during FY; CIRP ongoing.
• MoUs with Rajasthan and Karnataka for Flight Training Institutes.
• Strategy focused on aviation training and AI/digital solutions.
• Two subsidiaries formed: Melstarr Aviation Tech Pvt Ltd and Melstarr Fintech Pvt Ltd; 99.99% held.
• LOI for Flying Training Organisation at Kurnool with AP Airports Development Corp.

Governance & board

• Board of six directors; four Independent; MD Tarun Kashyap.
• Independent Directors: Selvaraj Johnson, Rose Mary Vase, Ayushi Singh Bais.
• Secretarial Auditor appointed for five-year term (2025-2030).
• Audit Committee majority Independent; Risk Management Committee in place.

Audit, controls & compliance

• Statutory auditor CKSP & Co LLP; qualified opinion due to going concern.
• Secretarial audit noted CIRP-era governance filings; management responses provided.
• Stock-exchange fines during CIRP; partial waiver by BSE; NSE waiver under process.

Dividends, reserves & capital

• Dividend policy exists; no dividend paid.
• Reserve & surplus negative: Standalone ₹450.61 Lakhs.
• No transfer to General Reserve; impairment provisions for investments.

Risks and outlook; AGM

• Risks: CIRP, capital restructuring, listing delays, regulatory changes.
• Outlook: governance strengthening; diversification into aviation and AI.
• 38th AGM on 8 Sep 2026 via VC; remote e-voting Sept 5-7, 2026.

AGM Details

• Date and time: 8 September 2026 at 11:00 IST; Mode: VC/OAVM.
• Record date for voting: 31 August 2026; voting rights based on cut-off holdings.
• Register closure: 2–8 September 2026.

Ordinary Business

• Adopt standalone financial statements for FY2025 (Ordinary Resolution).
• Adopt consolidated financial statements for FY2025 (Ordinary Resolution).
• Tarun Kashyap to be appointed Director, retiring by rotation (Ordinary Resolution).

Special Business

• Appoint M/s S. Talwar & Associates as Secretarial Auditor for five years (Ordinary Resolution).
• Appoint Selvaraj Johnson as Independent Director (Special Resolution).
• Appoint Rose Mary Vase as Independent Director (Special Resolution).
• Appoint Ayushi Singh Bais as Independent Woman Director (Special Resolution).
• Approve Material Related Party Transactions for FY2024-25 (Ordinary Resolution).
• Approve Material Related Party Transactions for FY2025-26 (Ordinary Resolution).

Dividend

• No dividend proposed or declared.

Directors & Management

• Tarun Kashyap nominated as Director; Vineet Goverdhan Shah continues as MD (five-year term).
• Independent Directors proposed: Selvaraj Johnson, Rose Mary Vase, Ayushi Singh Bais (five-year terms).

Auditors

• Secretarial Auditor appointed for five-year term (2025-30); fee Rs 60,000 per annum.

Material Related Party Transactions

• FY2024-25: Intercompany loans and remuneration with related parties up to specified limits.
• FY2025-26: Intercompany loans, loans and business transactions, and remuneration with related parties up to specified limits.

Remote e-voting for AGM

• AGM to be held on 8 September 2026 at 11:00 IST.
• E-voting facility provided by Bigshare Services Private Limited.
• Cut-off date for e-voting entitlement: 31 August 2026.
• Voting start date and time: 5 September 2026, 9:00 AM.
• Voting end date and time: 7 September 2026, 05:00 PM.
• Scrutinizer: M/s Pawan Jain & Associates.
• Notice under Regulation 44 SEBI LODR and Section 108 Companies Act 2013.

AGM date and book closure

• The 38th AGM will be held on 8 September 2026 via VC/OAVM.
• Register of Members and share transfer books closed from 2 to 8 September 2026 for AGM records.

Financial results

• Unaudited standalone Q1 FY2026 results with Limited Review Report.
• Unaudited consolidated Q1 FY2026 results with Limited Review Report.

AGM notice and voting

• Notice of 38th AGM for FY2024-25 approved; Sept 8, 2026 at 11:00 AM via VC/OAVM.
• Remote e-voting window Sept 5–7, 2026; cut-off Aug 31, 2026.

Secretarial auditor and Scrutinizer

• Recommend appointment of S Talwar & Associates as Secretarial Auditor for five years, subject to shareholder approval.
• Scrutinizer appointed: Pawan Jain & Associates for evoting.

Shareholder records and board report

• Register of Members and Share Transfer Books closed Sept 2–8, 2026.
• Approved the 38th Board's Report for FY ended March 31, 2025.

Meeting Details

• Date: August 12, 2026; time and location not disclosed.

Key Agenda Items

• Un-audited standalone financial results for quarter ended June 30, 2026 with Limited Review Report.
• Un-audited consolidated financial results for quarter ended June 30, 2026 with Limited Review Report.

Other Notes

• Trading window will be closed till 48 hours after the results announcement.

Dematerialisation processing and certificate handling

• Securities received for dematerialisation were processed (accepted/rejected) by the Registrar and Transfer Agent.
• Securities dematerialised have been listed on the relevant stock exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner within the prescribed timeline.