Omega Interactive Technologies Ltd Auditor Reports

TO

THE MEMBERS OF

OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Report on the Audit of the Financial Statements Qualified Opinion

We have audited the accompanying financial statements of Omega Interactive Technologies Limited (the "Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Statement of Cash Flows for the year ended on that date and notes to the financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as the " Financial Statements"),

In our opinion and to the best of our information and according to the explanations given tous, except for the possible effects of the matters described in the Basis for Qualified Opinion section of our report, the aforesaid Financial Statements give the information required by the Companies Act, 2013 (the "Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024 and its loss, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Qualified Opinion

Attention is drawn to:

a) The Company has exceeded the borrowing limits beyond the limits specified under section 180 (1) (c) and other applicable provisions of the Companies Act 2013.

b) The Company has given loans and advances in the nature of loans exceeding the limits specified under section 186 of the Companies Act,2013.

c) The Company has not made appointment of Company secretary as at Balance Sheet date

We conducted our audit of the Financial Statements in accordance with the Standards on Auditing ("SA"s) specified under section 143(10} of the Act. Our responsibilities under those Standards are further described in the Auditor?s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI?s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our qualified audit opinion on the Financial Statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key Audit Matters	Auditor?s Response to Key Audit Matters
In the earlier year, the Company has granted loans of Rs. 60,00,000/- Managemcnt estimates impairment provision using specific approach method. We have reported this as a key audit matter because measurement of loan impairment involves application of significant judgement bv the management. The most significant judgements are :	Principal audit procedures performed:
• Timely identification of the impaired loans	• Management?s judgement applied for the key assumptions used for the purpose of determination of impairment provision.
• Key assumptions in respect of determination of probability of defaults and loss given defaults.

Information Other than the Financial Statements and Auditor?s Report thereon

The Company?s Board of Directors is responsible for the other information. The other information comprises the information included

Auditor?s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Financial Statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughout the audit.

We also:

• Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to Financial Statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

• Conclude on the appropriateness of management s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor s report to the related disclosures in the Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions arc based on the audit evidence obtained up to the date of our auditor?s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and whether the Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Financial Statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Financial Statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our auditor?s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations except for the effects of the matter described in the ‘Basis of Qualified Opinion? paragraph above, which to the best of our knowledge and belief were necessary for the purposes of our audit.

h) Except for the effects of the matter described in the ‘Basis of Qualified Opinion? paragraph above, in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the ‘Basis of Qualified Opinion paragraph above, in our opinion, the aforesaid Financial Statements comply with the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31, 2024 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 from being appointed as a director in terms of Section 164(2) of the Act.

0 With respect to the adequacy of the internal financial controls with reference to Financial Statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses unmodified opinion on the adequacy and operating effectiveness of the Company?s internal financial controls with reference to Financial Statements.

g) With respect to the other matters to be included in the Auditor s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor?s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company do not have pending litigations.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.

v. Dividend:

(a) The Company has not declared interim dividend during the year.

(b) The Board of Directors of the Company have not proposed any dividend in the immediately preceding previous year and for the year.

vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2024 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

2. As required by the Companies (Auditor?s Report) Order, 2020 (the "Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.

ANNEXURE "A" TO THE INDEPENDENT AUDITOR?S REPORT (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements? section of our report to the Members of OMEGA INTERACTIVE TECHNOLOGIES LIMITED of even date)

Report on the Internal Financial Controls with reference to Financial Statements under Clause (i) of sub-section 3 of Section 143 of the Companies Act, 2013 (the "Act")

We have audited the internal financial controls with reference to Financial Statements of Omega Interactive Technologies Limited (the "Company") as of March 31, 2024 in conjunction with our audit of the Financial Statements of the Company for the year ended on that date.

Management?s Responsibility for Internal Financial Controls

The Company?s Management is responsible for establishing and maintaining internal financial controls with reference to Financial Statements based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the "ICAI"). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company?s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditor?s Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Financial Statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Financial Statements was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Financial Statements included obtaining an understanding of internal financial controls with reference to Financial Statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor?s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company?s internal financial controls with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A companys internal financial control with reference to Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control with reference to Financial Statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company?s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to Financial Statements to future periods are subject to the risk that the internal financial control with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to Financial Statements and such internal financial controls w?h r=feren" " Financial Statements were operating effectively as at March 31, M based on the criteria for internal financial control with refere"ce Financial Statements established by the Company consi en g essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued y the ICA1.

Annexure ‘B? to the Independent Auditors? Report

(Referred to in paragraph under ‘Report on Other Legal and Regulatory Requirements? section of our report of even date)

i. The Company does not any have property, plant and equipment and Intangible asset and accordingly the provisions of clause 3 (i) (a) to (e) of the Companies (Auditor?s Report) Order, 2020 are not applicable to the Company.

ii. (a) The Company does not have any Inventory and hence the provisions of clause 3(ii)(a) of the Companies (Auditor?s Report) Order, 2020 are not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the records of the company, during any point of time of the year, the company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, provisions of clause 3 (ii) (b) of the Companies (Auditor?s Report) Order is not applicable to the Company.

iii. The Company has granted loan aggregating to Rs 2072.26 lacs to other parties during the year. The Company has not made investments, has not provided any guarantee or security to companies, firms, Limited Liability Partnerships or any other parties, during the year.

(a) The Company has granted loans to other parties during the year, and details of which are given below:

Particulars	Amount (Rs.in Lakhs)
• Aggregate amount of loans during the year:
Other parties	2072.26
Balance outstanding as at balance sheet date in respect of above cases:
• Loan:
Other parties	2137.04

(b) The terms and conditions of the loans granted during the year are, in our opinion, prima facie, not prejudicial to the Company?s interest.

(c) In respect of loans granted by the Company, the loans are repayable on demand. Interest is payable on quarterly basis.

(d) The principal amounts is repayable on demand, hence question of overdue do not arise. The loans were granted at the year end, hence question of any overdue interest does not arise.

(e) The advances in the nature of loans granted during the year are repayable on demand. Hence, question of fallen due do not arise. As loans are repayable on demand question of renewal does not arise. As per the explanation given to us, the loan granted in the earlier year Rs.60 lacs outstanding as at 31.3.24 is not due as at 31s1 March 2024.

iv. The Company has not complied with the provisions of Section 186 of the Companies Act, 2013 in respect of loans granted. The details of contravention are as under:

Sn Particulars	As at 3 !•< March 2024- Rs.in lacs
1 Paid up share Capital	50.00
2 Security Premium	6.40
3 Free Reserves	24.50
4 Total-	80.90
5 Limit u / s 186(2) is higher of -
6 60% of (paid-up share capital + free reserves + securities premium) or	48.54
7 100% of (free reserves + securities premium).	30.90
8 Whichever is higher-	48.54
9 Loans given during the year & given in the earlier financial year:
10 Ambaji Import Pvt Ltd	851.71
1 1 Finanvo Technologies Pvt Ltd	669.13
12 Growth Harvest Private Limited 13 Raihans Infracon (India) Pvt Ltd	556.73 60.00
Total	2137.58

The Company has not granted any loans, secured or unsecured or provided any guarantees or security to parties covered under section 185 of the Act.

V In our opinion and according to the information and explanations pvento usRs h "company has no. accepted any deposits as wel. as deemed deposittan public within the meaning of Section 73 to 76 of the Gompanms Act 2013 mad the rules framed there under. Accordingly, the provtstons of clause 3 M of the Companies (Auditor?s Reportl Order, 2020 are not appl.cable to the Company.

vi The Central Government has not prescribed maintenance of Cost records under sub-section (1) of section 148 of the Act, in respect of the by the company. Accordingly, the provisions of clause 3 (vi) of the Compan (Auditor?s Report) Order is not applicable the company.

vii (a) According to the information and explanations given to us and on the basis ( 1 of our exfmination of our records of the Company, in respect of undtsputed statutory dues including Goods and service tax, cess and y statutory dues have generally been regularly deposited with the appropnat authorities.

According to the information and explanations given to us, no undisputed amounts8payable in respect of the aforesaid dues were in arrears as at March 31P2024 for a period of more than six months from the date they became payable, other than Income Tax dues of Rs.1.92 lacs.

(b) According to the information and explanations given to us, there are no 11 dues Whtch have no. been deposited on account of any ttopute tn respect of income tax, goods and service tax, as at March 31, 2U24.

viii According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Incom Tax Act, 1961 as income during the year.

ix (a) The Company has not defaulted in the repayment of loans or( v borrowings to the lender.

,b) The Company has not been declared willful defaulter by any bank or fmancial institution or government or any government authority.

Ic) The Company has not taken any term loans during the yw. The outstanding ierm loan at the beginning of the year was appl.ed fo, the purpose for which loans were obtained.

(d) On an overall examination of the Financial Statements of the Company, funds raised on short-term basis have, pnma facie, not been used during the year for long-term purposes by the Company.

(e) The Company do not have any subsidiary company and associate company. Hence question of taking any funds from any entity or person on account of or to meet the obligations of its subsidiary company and associate company do not arise and hence reporting under clause 3(ix) (e) of the Order is not applicable.

(0 The Company do not have any subsidiaiy c?mpan?Hence question of raising any loans during the year on pledge o securities held in its subsidiary Company do not arise and hence reporting under clause 3(ix) (f) of the Order is not applicable X (a) According to the information and explanations given to us and based on

X " *e records and documents produced before us. dunngUre year the company has not raised money by way of initial public offer or furt public offer (including debt instruments), therefore, ProvlS1?n Clause 3(x)(a) of the Companies (Auditor?s Report) Order are not applicable to the Company.

(b) According to the information and explanations given to us and on the Ib? S of our examination of the records of the Company the Co= has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year. Accordingly, clause 3(x)(b) of the Companies (A?dlt? Report) Order is not applicable to the Company. The Company has not made any preferential allotment warrants during the year.

.Based on examination of the books and records of the Company X1‘ ( * and according to the information and explanations given to us considering the principles of materiality as outlined in the S"a"on Auditing, - report that no " Company o on the Company has been noticed or reported during the course o the audit.

Assets and payment of X, "Lints oXowTedge of the Board accompanying the Ind AS d LLi on our examination of the of Directors and management plans and based on attention, evidence supporting the assumptions. "* 8 " "L exists as on the which causes us to believe Ufa. J?I -Rs of meeting its date of the audit report that Company when they fall due liabilities existing at the date of balanc however, state within a period of one year from the balof "to Company. We that this is no, an assurance as ,0 facts UP to the date of the further state that our reporting is based on the facts up to audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

xx- In our opinion and according to the information and explanations given to us, Section 135 of the Companies Act, 2013 is not applicable to the Company. Therefore the provisions of clause 3 (xx) (a) and (b) of the Companies (Auditor?s Report) Order, 2020 Order are not applicable to the Company.