Omega Interactive Technologies Ltd Directors Report

To,

Members of,

OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Your directors take pleasure in presenting the 32" (Thirty-Second) Annual Report along with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2026.

1 FINANCIAL HIGHLIGHTS:

The following are the financial results of the Company for the year ended 31st March 2026:

(Amount in Rs. In Lakh)

Particulars	2025-26	2024-25
Revenue from Operations	14,924.89	2.05
Other Income	-	257.51
LLess: Expenses	(13,718.13)	(98.65)
Profit/(Loss) Before Tax	1,206.76	158.85
LLess: Tax Expenses	-
Current Tax	(304.13)	(39.98)
Deferred Tax	-	-
Profit/(Loss) for the year	304.13	118.88

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS:

The Key highlights pertaining to the business operations of the Company for the year 2025-26 have been given hereunder:

* The total revenue from operation of the Company during the financial year 2025-26 is Rs. 14,924.89 Lakhs against the previous years revenue of Rs. 257.51Lakhs

* The total expenses of the Company during the financial year 2025-26 are Rs. 13,718.13Lakhs against the previous years expenses of Rs 98.65 Lakhs

* The Company has earned profit of Rs. 304.13against the previous years Profit of Rs. 118.88Lakhs

Your directors are optimistic about the Companys business and hopeful of better performance with increased revenue and profit in the coming year.

3. DIVIDEND:

With a view to conserve the resources of the company for future, your director does not recommend any dividend for the Financial Year 2025-26 (Previous Year - Nil).

4. RESERVES:

During the year Under review, The Company has not transferred any amount to General Reserves.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review, The Company has not made any changes in the Nature of Business of The Company. However, vide special resolutions passed in Extra-Ordinary General Meeting held on September 01, 2025 have approved to change an object clause of memorandum in order to enter n diverse business activities including manpower recruitment and staffing services across all levels, both in India and abroad; production, distribution, and exhibition of films, web series, and other audio- visual content, along with the use of Al and related technologies in media and entertainment; development and provision of software and Al solutions, particularly for the healthcare sector, and offering IT-enabled services such as data processing and transcription; dealing in computer hardware, software, and IT education; development of systems and application software including internet-based solutions; digital marketing, advertising, and franchising of its services and products globally; manufacturing, processing, trading, and exporting agricultural and food products; designing, manufacturing, and trading of jewellery, precious metals, stones, antiques, and related luxury goods; real estate development including residential, commercial, and industrial properties; and undertaking construction and infrastructure projects such as buildings, roads, bridges, and public utilities, along with associated design, management, leasing, and sales activities

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF) The provision of Section 125 of Companies Act, 2013 is not applicable to the company as the company has not declared any dividend to its shareholder.

7. DEMATERIALISATION OF EQUITY SHARES:

All the Equity Shares of the Company are in dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is ISIN: INE113B01037.

8. DETAILS UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013 (HEREINAFTER REFERRED TO AS

‘THE ACT) IN RESPECT OF ANY SCHEME OF PROVISIONS OF MONEY FOR PURCHASE OF OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES: There were no such instances during the year under review.

9. DEPOSITS:

During the year under review, the company has neither accepted nor renewed any deposits falling within the purview of section 73 of the companies act, 2013 (“The Act”) read with the companies (acceptance of deposits) rules, 2014 as amended from time to time, and therefore details mentioned in rule 8(5) (v) & (vi) of companies (accounts) rules, 2014 relating to deposits, covered under chapter v of the act is not required to be given.

10.DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY:

The Company have incorporated a wholly owned subsidiary of the Company in Dubai, United Arab Emirates.

11. SHARE CAPITAL:

During the year under consideration, the Company has changed its capital structure and the authorized share capital as on 31st March 2026 stands as follow:

During the year under review, the authorized share capital of the company was increased from existing Rs. 10,22,00,000/-( Rupees Ten Crore Twenty-Two Lakhs Only) divided into 1,02,20,000 (One Crore Two Lakh Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each To Rs. 11,82,00,000/- (Rupees Eleven Crore Eighty-Two Lakhs Only) divided into 1,18,20,000 (One Crore Eighteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each of ranking pari-passu with the existing Equity Shares in all respects, as per the Memorandum and Articles of Association of the Company.

The Company had issued 92,00,000 (Seven Crore) Fully Convertible Equity Warrants at an issue price Rs. 103.50/ each on a preferential basis pursuant to the approval of the shareholders obtained through the Annual General Meeting held on September 1, 2025. Against the said warrants, the Company has allotted:

c2,21,223 (Two Lakh Twenty One Thousand Two Hundred Twenty Three) Equity Warrants On 21.08.2025; 93,750 (Ninety Three Thousand Seven Fifty) Equity Warrants On 22.08.2025;

* 28,00,000 (Twenty Eight Lakhs) Equity Warrants On 19.12.2025,

* 25,70,000 (Twenty Five Lakh Seventy Thousand) Equity Warrants On 29.12.2025.

**During the year under review, the Company split its existing Equity Shares having a face value of X10/- each into 10 Equity Shares having a face value of X1/- each, in accordance with the approval of the Members and applicable provisions of the Companies Act, 2013. Accordingly, the face value of the Equity Shares of the Company was changed from X10/- per share to X1/- per share.

Event Subsequent to the Year End:

Subsequent to the close of the financial year, the Company allotted Equity Shares pursuant to the conversion of Fully Convertible Equity Warrants issued on a preferential basis, as follows:

* On April 15, 2026, the Company allotted 43,50,000 (Forty-Three Lakh Fifty Thousand) Equity Shares of face value of INR 1/- each pursuant to conversion of 43,50,000 (Forty-Three Lakh Fifty Thousand) Fully Convertible Equity Warrants, at an issue price of INR 10.35/- per Equity Share, by way of preferential allotment.

**0OnJuly 1,2026, the Company allotted 5,31,29,400 (Five Crore Thirty-One Lakh Twenty-Nine Thousand Four Hundred) Equity Shares of face value of INR 1/- each pursuant to conversion of 5,31,29,400 (Five Crore Thirty- One Lakh Twenty-Nine Thousand Four Hundred) Fully Convertible Equity Warrants , out of the 9,04,00,000 (Nine Crore Four Lakh) Fully Convertible Equity Warrants, at an issue price of INR 10.35/- per Equity Share, by way of preferential allotment.

12. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY: No material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report, which is affecting or might affect the financial position of the Company.

13. MANAGEMENT DISCUSSIONS & ANALYSIS REPORT:

Management Discussion & Analysis report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is (hereinafter referred to as Listing Regulations) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

14. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as of March 31, 2026, on its website at https://omegainteractive.in/

15. PARTICULARS OF EMPLOYEES:

Pursuant to the provisions of Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies Act, 2013, it is hereby informed that none of the employees of the Company was in receipt of remuneration of Rs. 0.575 crore per annum during the

year under review.

16. AUDITORS REPORT AND BOARDS COMMENTS THEREON:

The Statutory Auditors of the Company have submitted the Audit Report for the financial year 2025- 2026 report does not contain any qualification, reservation and adverse remarks. The notes on financial statement referred to in the Auditors report are self-explanatory and do not call for any comments.

17. SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. SCS &CO. LLP to undertake the Secretarial Audit of the Company for the FY 2025-26. The Report of the Secretarial Audit is annexed herewith as Annexure-A forming part of this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in its report.

18. REPORTING OF FRAUD BY AUDITORS:

The Statutory and Secretarial auditors of the Company have not reported any instances of fraud committed against the Company, by its officers or employees which are not reportable to the Central Government as specified under Section 143(12) of the Companies Act, 2013.

19. DISCLOSURE OF ACCOUNTING TREATMENT:

In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

20. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the provisions of corporate governance are not applicable to the company as company has not attained the prescribed limit as mentioned hereunder:

The Corporate Governance norms shall not be mandatory for companies having paid up capital not exceeding Rs. 10 Crores and net worth not exceeding Rs. 25 Crores as on the last day of the previous financial year.

21. CORPORATE SOCIAL RESPONSIBILITY:

As per the provisions of Section 135 of the Companies Act, 2013, constitution of Corporate Social Responsibility (CSR) Committee and matters relating to it is not applicable to Company. Hence, there is no information regarding the same.

22. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES: Constitution of Board

The Constitution of the Board of Directors and other disclosure related to the Board of Directors are given in the Report on Corporate Governance.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1)i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting:

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 23(Twenty Three) times, viz ; April 07, 2025;May 06, 2025; May 10, 2025; May 23, 2025; June 19, 2025; July 16, 2025; July 23, 2025; July 31, 2025; August 02,2025; August 21,2025; August 22,2025;September 08,2025;0ctober16,2025; October 27,2025;November06,2025; December 08, 2025; ; December 19, 2025; December 23, 2025; December 29, 2025;January 20,2026;February 10,2026; February 23,2026;March 28,2026.The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors:

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 25, 2026, to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://omegainteractive.in

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

Familiarization Programme for Independent Directors

The Board members are provided with necessary documents/ brochures, reports, and internal policies to enable them to familiarize with the Companys procedures and practices, the website link is https://omegainteractive.in

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, chairman and individual directors pursuant to the provisions of the Companies Act, 2013 in the following processes, information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors based on the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of chairperson was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 25, 2026, to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Key Managerial Personnel:

During the year under review, Mr. Ankit Bhojak has resigned from the post of Company Secretary and Compliance officer w.e.f. October 1, 2025. Ms. Nidhi Malpani has been appointed as Company Secretary and Compliance officer of the company w.e.f. March 28,2026.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder:

1 Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

23. DIRECTORS RESPONSIBILITY STATEMENT

To the best of our knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:

That in the preparation of the Annual Accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profit of the company for that period; That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; The Annual Accounts have been prepared on a going concern basis; That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and That 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.

24. VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to reportto the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company https://omegainteractive.in/.

25. NOMINATION AND REMUNERATION POLICY:

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salaryto its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://omegainteractive.in/.

26. REMUNERATION OF DIRECTORS:

The details of remuneration/sitting fees paid during the financial year 2025-26 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report.

27.PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY:

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

28.WEB LINK OF ANNUAL RETURN:

The Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://omegainteractive.in/.

29. RELATED PARTIES TRANSACTION:

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large. All Related Party Transactionsare placed beforethe Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.omegainteractive.net. AllRelated Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had not entered into any transactions with the related parties which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable. There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arms length basis.

30. MAINTENANCE OF COST RECORDS

The Provisions of Cost Audit and Records as prescribed under Section 148 of the Act, are not applicable to the Company.

31. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information under Section 134(3)(m) of The Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

Conservation of Energy

a) Steps taken or impact on conservation of energy-The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b) Steps taken by the Company for utilizing alternate sources of energy-Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

Technology Absorption

c) The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

d) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

The Particulars of Foreign Exchange and Outgo for the year under review are: (X in Lakhs)

PARTICULARS	March 31, 2026	March 31, 2025
Foreign exchange earning	Nil	Nil
Foreign exchange outgo	Nil	Nil

32.SIGNIFICANT AND MATERIAL ORDERS:

There are no significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

33. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at the all workplaces of the company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of Sexual Harassment and we are complaint with the law of the land where we operate.

During the financial year under review, the Company has complied with all the provisions of the POSH Act and the rules framed thereunder. Further details are as follow:

a. Number of complaints of Sexual Harassment received in the Year	Nil
b. Number of Complaints disposed off during the year	Nil
c. Number of cases pending for more than ninety days	Nil

34. MATERNITY BENEFIT ACT 1961

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

35. RISK MANAGEMENT:

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

36. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by a reputed firm of Chartered Accountants. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations.

The Internal Auditor of the Company carried out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

37. STATUTORY AUDITOR AND THEIR REPORT:

M/s. Sarang Shivajirao Chavan and Associates, Chartered Accountants, Ahmedabad (FRN: 159649W), were appointed as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Bhatt Shah Mekhia and Co.(Formerly known as Patel Jain & Associates), Chartered

Accountants (Firm Registration No. 129797W) .The Company has received a certificate from the said auditor to the effect that if they are appointed, it would be in accordance with the provisions of CompaniesAct, 2013. Therefore, the board of directors do hereby recommend an appointment of M/s. Sarang Shivajirao Chavan and Associates, Chartered Accountants, Ahmedabad (FRN: 159649W) as statutory auditor of the company to hold office from the conclusion of ensuing AGM till the conclusion of 37" AGM.

Further, the Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

38. SECRETARIAL AUDITOR AND THEIR REPORT:

The Company has appointed M/s. SCS & CO. LLP, Practicing Company Secretaries, to conduct the secretarial audit of the Company for the financial year 2025-2026, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2025-2026 is annexed to this report as an “Annexure A”.

1. The Composition of Board is not duly constituted as required under section 203 of the Companies Act, 2013 and Regulation 17 of SEBI( LODR) Regulations, 2015;

2. The Company had not maintained the SDD Software during the year.

3. Ms. Tejal Kalpeshbhai Vohra, Independent Director is a wife of Mr. Kalpeshkumar Vohra, No- Executive Director, who cannot be appointed as an Independent Director of the company. Further, wrong outcome was given in BSE for her appointment;

4. Company does not have any active Chief Financial Officer since 29.01. 2025;

5. Company have not maintained SDD software and consequently does not make the entries in SDD software.

6. As per Regulation 46 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Listing entity is required to maintain a functional website, However the Companys website has not been fully functional;

7. Many stock exchange compliances and ROC form:s filling are not as per the statutory requirements and delay filled.

8. Due to non-availability of certain forms with respect to appointment and resignation of directors we are not able to verify them as filed by the Company. Hence, we do not confirm whether the said forms have been filed within the prescribed period as mentioned under Companies Act, 2013 i.e. within 30 days from the date of Appointment & Resignation.

9. The certificate/compliance under Regulation 74(5) for the quarter ended June 30,2025 was uploaded on April 16, 2025, against the due date of April 15, 2025.

10. The Shareholding Pattern for the quarter ended December 31,2025 was filed/uploaded on January 28, 2026 against the due date of January 21, 2026.

11. The unaudited financial results for the quarter ended June 30,2025 were initially submitted to the Stock Exchange on July 31,2025 without the financial results being signed by the prescribed authorised signatory. The Stock Exchange subsequently raised a deficiency and revised financial results were submitted on August 11,2025.

39. LARGE ENTITY:

The Board of Directors of the Company hereby confirms that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

40. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

41. INSURANCE:

The assets of your Company have been adequately insured.

42. PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016: There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS: During the year under review, there has been no one time settlement of loans taken from banks and financial institution. 44. WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely “https://omegainteractive.in/.” containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

45. ADOPTION OF IND-AS

The company has prepared the opening balance sheet as per Ind AS as of 1 April 2021 (the transition date) by recognizing all assets and liabilities whose recognition is required by Ind AS, not recognizing items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in measurement of recognized assets and liabilities.

There were no significant reconciliation items between cash flows prepared under previous GAAP and those prepared under Ind AS.

46. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

47. DETAILS OF THE DESIGNATED OFFICER:

Ms.Nidhi Malpani, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014 w.e.f. March 28, 2026. Mr. Ankit Bhojak has resigned from the post of Company Secretary & Compliance officer of the company w.ef. October 01, 2025.

48. SECRETARIAL STANDARDS OF ICSI:

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relatingto ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

49. GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year. Your Directors further state that no disclosure or reporting is required in respect of the following items as there were no transactions occur on these items during the year under review;

1. Details relating to deposits covered under ChapterV of the Act;

2. Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS; Annual Report and other compliances on Corporate Social Responsibility;

5. There is no revision in the Board Report or Financial Statement;

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future;

7. Information on subsidiary, associate and joint venture companies.

50. ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavours.

Registered office:	By order of the Board of Directors
	For, Omega Interactive Technologies Limited
SH 607 6TH FLR ,TOWN CENTRE COMMERCIAL
PREMISE CENTRE,MAROL,ANDHERI(E) COOP SOC
(PROP), CTS 165, A K RD, MAROL NAKA,
MUMBAI,MUMBAI, MAHARASHTRA, INDIA,	SD/-
400059.	SHAILESH SHRIPAL AWALE
	Managing Director
Date: 05.09.2026	DIN: 11703762
Place: Mumbai
	SD/-
	PANKAJ BAID
	Chairman and Non-Executive Director
	DIN: 07462097