Your Directors feel great pleasure in presenting the 30^th Annual Report on the business and operations of the
Company together with the Audited Financial Statements for the year ended 31st March, 2024.

1. FINANCIAL HIGHLIGHTS (Rs. In Lakhs)

2. REVIEW OF OPERATIONS

During the year under review, the Company's Revenue from Operations stood at Rs. 9,00,000/-compared
to Rs. 19,08,030/- in the previous year. The Net Loss for the year stood at Rs. 8,80,000/- as against profit
of Rs. 7,61,000/- reported in the Previous Year.

3. CHANGE IN MANAGEMENT AND CONTROL

In view of the appointments and resignation of Directors in the Board of the Company following is the
revised Composition of the Board;

4. DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2024, in order to
plough back the profits for future growth and development of the Company.

5. TRANSFER TO RESERVES

During the year under review, the company has not transferred any amount to reserves.

6. CHANGES IN NATURE OF BUSINESS

There has been no change in the nature of the business of the company during the financial year 2023¬
2024.

7. SHARE CAPITAL OF THE COMPANY

The paid up equity share capital as at 31^st March, 2024 was Rs. 1,59,94,320/- divided into 15,99,432
equity shares, having face value of Rs. 10/- each fully paid up.

During the year under review, the Company has issued 20,91,249 Convertible Equity Warrants. Where
out of 20,91,249 Convertible Equity Warrants, Board of Directors of the Company through resolution by
circulation on 02^nd April,2024 had considered and approved the conversion of 7,33,488 Equity Warrants
upon receipt of 25% of the issue price from the allottees.

Whereas, 13,57,761 warrants shall remain pending for conversion which can only be converted into
equity shares upon payment of balance 75% of the warrant amounts as per issue price per warrant within
18 months from the date of warrant allotment.

8. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under
Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (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.

9. ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended
31^st March, 2024 can be accessed on the Company's website at https://www.omegainteractive.net/.

10. SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint ventures or associate companies.

11. PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013
and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

12. 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:

a. That in the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

b. 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 view of the
state of affairs of the company at the end of the financial year and of the profit of the company for
that period;

c. 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;

d. The Annual Accounts have been prepared on a going concern basis;

e. 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

f. 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.

13. CORPORATE GOVERNANCE REPORT

As per the provisions of Regulation 15(2) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the provisions related to Corporate Governance as
specified in Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2)
of regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share
Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on
the last day of the previous financial year.

As on the last day of the previous financial year, the paid up Share Capital and Net worth of the Company
was below the threshold limits stated above, thereby presently the Company is not required to comply
with the above provisions of Corporate Governance. Accordingly, the Report on Corporate Governance
and Certificate regarding compliance of conditions of Corporate Governance are not made a part of the
Annual Report.

14. 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

a) 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.

b) 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: (Rs. in Lakhs)

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The requisite details in respect of employees of the Company required pursuant to Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
"Annexure I" and forms an integral part of this report.

16. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required by Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, Cash Flow Statement is appended.

As the Company does not have any Subsidiary Company or Associate Company or Joint Venture Company,
it is not required to publish Consolidated Financial Statement.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under section 149(6) of the Companies
Act, 2013 and Regulation 16 (l)(b) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
BOARD OF DIRECTORS:

During the financial year 2023-24, there were changes in the composition of board of directors of the
company:

The Board received a declaration from all the directors under Section 164 and other applicable provisions,
if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the
provisions of the Companies Act, 2013 ("Act") or under the SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015.

Also, the Board appointed Mr. Ankit Bhojak as Compliance Officer and Company Secretary of the
Company after closure of Financial Year 2023-24, i.e., 14^th June, 2024 in place of resigning Company
Secretary Ms. Neha Gupta.

RESIGNATION OF DIRECTORS

The following directors have resigned from the company during the year:

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies
(Management & Administration) Rules, 2014 and Articles of Association of the Company, Mr. Arun Kumar,
Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being
eligible, has offered himself for re-appointment and your Board recommends his re- appointment.

As stipulated under the Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and Secretarial Standards on General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI), brief resume of the Directors proposed to be appointed/re- appointed
are given in the Notice convening the Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL

During the year under review, there was change in Key Managerial Personnel of the company as
mentioned in above and accordingly, at present, the following are the Key Managerial Personnel of the
company:

19. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

Your Company has 1 (One) Independent Directors as on the date of this meeting. All the Independent
Directors have given necessary declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

20. STATEMENT ON INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors regarding their Integrity,
Expertise and Experience.

21. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy
apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is
informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful
participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the
Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the
date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the
items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year under review, 06 (Six) Board Meetings were convened and the intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013.

22. SEPARATE MEETING OF INDEPENDENT DIRECTORS

As stipulated by the Code of Independent Directors under Schedule IV of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held on 5^th September, 2023 to
review, among other things, the performance of non-independent directors and the Board as whole,
evaluation of the performance of the Chairman and the flow of communication between the Board and
the management of the Company.

23. COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

> Audit Committee

> Nomination and Remuneration Committee

> Stakeholders Relationship Committee

During the financial year 2023 -2024, (4) meetings of Audit Committee were held on 19^th May, 2023; 14^th
August, 2023; 10^th November, 2023; and 14^th February, 2024.

The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at all the Meetings.

The Company Secretary has acted as the Secretary to the Committee.

All the recommendations made by the Audit Committee were accepted by the Board of Directors. The

terms of reference of the Audit Committee shall include but not limited to the following:

a) To recommend the appointment/re-appointment/ re-placement and terms of appointment of the
Auditors of the Company.

b) To review and monitor Auditor's independence and performance and effectiveness of audit process.

c) To review with the Management the Quarterly Financial Results before submission to the Board for
approval.

d) Review the adequacy of internal control system. Finding of any internal investigations by the internal
auditors in to matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board.

e) Approval or any subsequent modification of transactions of the Company with related parties.

f) Reviewing the Company's risk management policy.

g) To scrutinize inter-corporate loans and investments made by the Company.

h) To evaluate the Internal Financial Controls and Risk Management Systems.

i) To carry out valuation of undertakings and the assets of the Company, wherever it is necessary.

j) To review, with the management, performance of Statutory and Internal Auditors, adequacy of the
Internal Control System.

k) To review the functioning of the Whistle Blower Mechanism.

l) To approve appointment of Chief Financial Officer after assessing the qualifications, experience
and background etc. of the candidate.

m) To carry out any otherfunction, as may be assigned to Audit Committee pursuantto any amendments
to the Listing Regulations and the applicable provisions of the Act.

n) To oversee the Company's financial reporting process and disclosure of the financial information to
ensure that the financial statements are correct, sufficient and creditable.

o) To review the following information/document:

4- Management Discussion and Analysis of financial condition and results of operation;

A- Statement of significant related party transactions (as defined by the Audit Committee), submitted
by management;

i- Management letter/letters of internal control weakness issued by the Statutory Auditors;

i- Internal audit reports relating to internal control weakness;

4- Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted
to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations.

During the financial year 2023-24, 4(Four) meetings of NRC were held on 19th May, 2023; 14th August,
2023; 10th November, 2023; and 14th February, 2024.

The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at the Meeting.

The Company Secretary has acted as the Secretary to the Committee.

The broad terms of reference of the NRC, as approved by the Board, are in compliance with Section 178
of the Companies Act, 2013 which are as follows:

a) To lay down criteria for determining qualifications, positive attributes and independence of a
Director and recommend to the Board of Directors a policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees.

b) To formulate a criteria for evaluation of performance of Independent Directors and the Board of
Directors.

a) To recommend remuneration to be paid to a Director for any service rendered by him to the
Company which are of a professional nature and provide an opinion, whether such Director
possess the requisite qualification for the practice of such profession.

b) To identify persons who are qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, and recommend to the Board of Directors
their appointment and removal.

c) To decide whether to extend or continue the term of appointment of the Independent Director,
on the basis of the report of performance evaluation of Independent Directors.

d) To recommend to the Board the appointment and removal of the Directors, including
Independent Directors.

e) Carrying out functions as delegated by the Board of Directors from time to time.

The Board of Directors has framed "Remuneration and Nomination Policy" which lays down a framework
in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the
Company. This policy also lays down criteria for selection and appointment of Board Members. The said
Policy is uploaded on the website of the company i.e. www.omegainteractive.net.

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

During the financial year 2022-23,04 (Four) meetings of SRC were held on 19th May, 2023; 14th August,
2023; 10th November, 2023; and 14th February, 2024.

The table below highlights the attendance of the Members of the Committee. The requisite quorum was
present at the Meeting.

The Company Secretary has acted as the Secretary to the Committee.

Stakeholders Relationship Committee is empowered to oversee the Redressal of Stakeholders
complaints pertaining to transfer of shares, non-receipt of annual reports, non-receipt of declared
dividends, issue of duplicate certificates, transmission/demat / remat of shares and other miscellaneous
grievances.

The detailed particulars of Stakeholders complaints handled by the Company and its Registrar & Share
Transfer Agent during the year 2023-24 are as under:

24. ANNUAL PERFORMANCE EVALUATION BY THE BOARD

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the company
has implemented a system of evaluating performance of the Board of Directors and of its Committees
and individual directors on the basis of evaluation criteria suggested by the Nomination and
Remuneration Committee and the SEBI (LODR) Regulations, 2015.

Accordingly, the Board has carried out an evaluation of its performance after taking into consideration
various performance related aspects of the Board's functioning, composition of the Board and its
Committees, culture, execution and performance of specific duties, remuneration, obligations and
governance. The performance evaluation of the Board as a whole was carried out by the Independent
Directors in their meeting.

Similarly, the performance of various committees, individual Independent Directors was evaluated by
the entire Board of Directors (excluding the Director being evaluated) on various parameters like
engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and
individual directors.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the
Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction
with the evaluation process.

25. DIRECTORSTRAINING AND FAMILIARIZATION

The Company undertakes and makes necessary provision of an appropriate induction programme for new
Director(s) and ongoing training for existing Directors. The new Director(s) are introduced to the Company
culture, through appropriate training programmes. Such kind of training programmes helps develop
relationship of the directors with the Company and familiarize them with Company processes.

The management provides such information and training either at the meeting of Board of Directors or
at other places.

The induction process is designed to:

build an understanding of the Company's processes and

fully equip Directors to perform their role on the Board effectively

Upon appointment, Directors receive a Letter of Appointment setting out in detail, the terms of
appointment, duties, responsibilities and expectations from them.

26. DETAILS OF FRAUD REPORT BY AUDITOR:

As per auditors' report, no fraud u/s 143 (12) reported by the auditor.

27. AUDITORS

M/S Desai Saksena & Associates, Chartered Accountants, Mumbai having Firm Registration No.
102358W, were appointed as Statutory Auditors of the Company for a term of 05 (Five) years from the
conclusion of 28^th AGM until the conclusion of 33^rd AGM of the Company on such remuneration as may
be mutually between the Auditors and the Board of directors of the Company.

Notes on financial statement referred to in the Auditor's Report are self-explanatory and do not call for
any further comments.

The Auditor's Report does not contain any qualification, reservation or adverse remark except
mentioned below;

(II) INTERNAL AUDITOR AND ITS REPORT

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder the
board has re-appointed M/s. B A Bedawala & Co., Chartered Accountants, Ahmedabad as Internal Auditor
on 14^th February, 2024 for the financial year 2023-2024 at remuneration to be decided mutually between
the board of directors and the Auditors including reimbursement of out of pocket expenses, if any,
incurred during the course of audit.

(III) SECRETARIAL AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Mukesh J &
Associates, Company Secretaries, Ahmedabad, Gujarat on 14th February, 2024 to conduct Secretarial
Audit for the year ended on 31st March, 2024.

Secretarial Audit Report issued by M/s. Mukesh J. & Associates, Company Secretaries in Form MR- 3 is
annexed herewith forms as an integral part of this Report.

The Secretarial Auditors have notified certain comments for non-complying in timely manner on certain
SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 and Companies Act, 2013
compliances as mentioned below:

28. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has an Internal Control System, commensurate with the size, scale and complexity of its
operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To
maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the
Audit Committee of the Board.

The Internal Audit Function monitors and evaluates the efficacy and adequacy of internal control system
in the Company, its compliance with operating systems, accounting procedures and policies of the
Company.

Based on the internal audit function, the Company undertakes corrective action in their respective areas
and thereby strengthens the control system. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees
one thousand Crores or more or a net profit of rupees five Crores or more during previous financial year,

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013
with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required
under the said Section.

30. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

As Company does not have any Subsidiaries or Associates Companies or Joint ventures, it is not required
to give disclosure in Form AOC-1 Pursuant to first proviso to sub-section (3) of Section 129 read with Rule
5 of Companies (Accounts) Rules, 2014.

31. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company has framed a Vigil Mechanism/Whistle Blower Policy to report genuine concerns,
grievances, frauds and mismanagements, if any. The Vigil Mechanism/Whistle Blower Policy has been
posted on the website of the Company.

32. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length
basis and in the ordinary course of business and were in compliance with the applicable provisions of the
Act and the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company with Promoters,
Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company
at large. All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus
approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

A statement of all Related Party Transactions is placed before the Audit Committee for its review on a
quarterly basis, specifying the nature, value and terms and conditions of the transactions, if any. The
Company has adopted a Related Party Transactions Policy.

The details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act,
2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - 'AOC-2'- Annexure II.

33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS BY THE COMPANY

During the year under review, the company has not given any guarantees/securities or made investments
covered under Section 186 of the Companies Act, 2013. The details of the loans given by the Company
have been disclosed in the notes to the financial statements.

34. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social
Responsibility Policy) Rules 2014, were not applicable to the Company for the financial year ended 31st
March, 2024.

35. DEPOSITORY SERVICES

The company's equity shares have been admitted to the depository mechanism of the National Securities

Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the
investors have an option to hold the shares of the Company in dematerialized form in either of the two
Depositories. The company has been allotted ISIN No. INE113B01029.

Shareholders are therefore requested to take full benefit of the same and lodge their holdings with
Depository Participants [DPs] with whom they have their Demat Accounts to get their holdings converted
in electronic form.

36. CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and
regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has
implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and
Employees of the company. This will help in dealing with ethical issues and also foster a culture of
accountability and integrity.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

37. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant or material orders passed by the regulators or courts impacting the going
concern status of the company and its future operations.

38. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company
which occurred during between the end of the financial year to which the financial statements relate and
the date of this report.

During the year under review, the Company has issued 20,91,249 Convertible Equity Warrants. Where
out of 20,91,249 Convertible Equity Warrants, Board of Directors of the Company through resolution by
circulation on 02^nd April,2024 had considered and approved the conversion of 7,33,488 Equity Warrants
upon receipt of 25% of the issue price from the allottees.

Whereas, 13,57,761 warrants shall remain pending for conversion which can only be converted into
equity shares upon payment of balance 75% of the warrant amounts as per issue price per warrant within
18 months from the date of warrant allotment.

Also, consent of the members of the company had been accorded to shift the registered office of the
Company from the State of Maharashtra to "State of Gujarat".

39. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In pursuance to Section 177 of the Companies Act, 2013, the Company has adopted a Vigil Mechanism /
Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behavior in all its business activities and has adopted a mechanism of
reporting illegal or unethical behavior. The Company has a whistle blower policy wherein the employees
are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor
or such other person as may be notified by the management to the employees / workers.

The mechanism also provides for adequate safeguards against victimization of directors and employees
who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee
in the exceptional cases.

The confidentiality of those reporting violation is maintained and they are not subjected to any
discriminatory practice.

However, no violation of laws or unethical conduct etc. was brought to the notice of the Management or
Audit Committee during the year ended 31^st March, 2024.

We affirm that during the financial year 2023-24, no employee or director was denied access to the Audit
Committee.

40. RISK MANAGEMENT POLICY

According to the Directors of the Company, elements of risk that could threaten the existence of the
Company are very minimal. Hence, no separate risk management policy is formulated by the Company.

41. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company was not required to constitute an Internal Complaint Committee as required under Section
4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder as the company has not employ(ed) 10 or more employees at any time
during the financial year 2023-24.

Further, the provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to redress
complaints received regarding sexual harassment were not applicable to the company during the review
period.

42. LISTING

The Company's Equity Shares are listed on BSE Limited. The company has paid listing fees to BSE Limited
up to 31^st March, 2024 and has complied with all the required formalities.

The trading in shares of the company on the Stock Exchange has resumed during the year.

43. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The company has in place adequate, internal financial controls commensurate with the size, scale and
complexity of its operations. The Company has policies and procedures in place for ensuring proper and
efficient conduct of its business, 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. The company has adopted accounting policies, which are in line with the
accounting standards and the Companies Act, 2013.

44. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of the
Acts & Rules framed thereunder either to the Company or to the Central Government.

45. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by The Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.

46. SAFETY, ENVIRONMENT CONTROL AND PROTECTION

The Company is aware of the importance of environmentally clean and safe operations. The Company's
policy requires conduct of operations in such a manner, so as to ensure safety of all concerned,
compliances, environmental regulations and preservation of natural resources.

47. DISCLOSURE ON MAINTENANCE OF COST RECORDS

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable to the company.

48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016

During the year under the review, there were no applications made or proceedings pending in the name
of the company under the insolvency and bankruptcy code, 2016.

49. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under the review, there has been no one time settlement of loans taken from banks and
financial institutions.

50. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

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

51. APPRECIATION

Your Directors would like to extend their sincere appreciation to the Company's shareholders, vendors
and stakeholders including banks, who have extended their valuable sustained support and
encouragement during the year under review.

For and on behalf of the Board of Directors
For, Omega Interactive Technologies Limited

SD/- SD/-

ARUN KUMAR SUHIT BAKSHI

DIRECTOR ADDITIONAL DIRECTOR

DIN:09055964 DIN: 06395813

Registered Office: E-308, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri
(West) Mumbai Maharashtra 400053 India

Place: Mumbai
Date: 04/09/2024