Your directors take pleasure in presenting their report on the business and operations of your Company along with Audited
Financial Statements for the year ended as on March 31, 2025.

FINANCIAL HIGHLIGHTS (in Lakhs)

REVIEW OF PERFORMANCE

During the year under review, the Company recorded a Total Income of ^257.51 Lakhs for the Financial Year 2024-25 as
compared to ^14.31 Lakhs in the previous Financial Year 2023-24.

The Company reported a Profit After Tax (PAT) of ^118.87 Lakhs in Financial Year 2024-25 as against a loss of ^8.80 Lakhs in the
Financial Year 2023-24. This turnaround in performance is primarily due to higher other income and better cost management
during the year.

The Basic and Diluted Earnings Per Share (EPS) stood at ^8.59 for the year ended March 31, 2025, as compared to ^(1.76) in the
previous year.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up, for the financial year ended March 31, 2025, in accordance with the
requirements of the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS") notified under Section 133 of the Act, read
with relevant rules and other accounting principles.

Dividend & Reserves

With a view to conserve the resources of the company for future, your director does not recommend any dividend for the
Financial Year 2024-25 (Previous Year - Nil).

Transfer to reserve

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

Change in Nature of Business

During the year under review, there is no change in the Nature of business activities carried out by 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 AI and related technologies in media and entertainment; development and provision of software
and AI 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.

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 shareholders.

SHARE CAPITAL:

Authorized Capital

The Authorized Share Capital of the Company as at the end of the financial year 2024-25 stood at ^50,00,000/- (Rupees Fifty
Lakhs Only), divided into 5,00,000 (Five Lakh) equity shares of ^10/- (Rupees Ten) each.

Whereas after the closure of the year, subsequently, vide special resolutions passed in an Extra-Ordinary General Meeting held
on September 01, 2025, an authorized share capital of the company have been increased and the same stood at ^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
^10/- (Rupees Ten) each as on date of signing the report

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:

A) Issue of equity shares with differential rights

B) Issue of sweat equity shares

C) Issue of employee stock options
Issued, Subscribed & Paid-up Capital
During the year under review:

• The Company allotted 1099432 equity shares, pursuant to conversion of 1099432 Equity warrants each convertible into,
or exchangeable for, 1 fully paid-up equity share of the Company of face value Rupees 10.00, on a preferential basis, to
persons other than the Promoters and Promoter Group, at price of Rupees 128.00 per Warrant.

The paid-up equity share capital of the Company as on March 31, 2025, was at ^1,59,94,320/-, comprising 15,99,432 equity
shares of ^10/- each, fully paid-up.

Further, after the closure of financial year, the company has further allotted 991817 equity shares, pursuant to conversion of
991817 Equity warrants each convertible into, or exchangeable for, 1 fully paid-up equity share of the Company of face value
Rupees 10.00, on a preferential basis, to persons belonging to persons & promoter's group and persons other than the Promoters
and Promoter Group, at price of Rupees 128.00 per Warrant.

As on the date of report, the paid-up equity share capital of the Company as on March 31, 2025, was at ^2,59,12,490/-,
comprising 25,91,249 equity shares of ^10/- each, fully paid-up.

The entire Paid-up Equity shares of the Company are listed at BSE Limited.

After the closure of the financial year, vide special resolutions passed at an Extra-ordinary General Meeting held on September
01, 2025, the Company had approved an allotment of up to 92,00,000 Fully Convertible Equity Warrants at issue price of Rs
103.50 per Convertible Equity Warrant including premium of Rs. 93.50/- per Convertible Equity Warrant, convertible into
equivalent number of fully paid-up equity share of the company of face value of Re. 10/- (Rupees Ten Only) at an option of the
proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants to specified investors.

MANAGEMENT DISCUSSION 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.

ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended 31st March, 2025 can be
accessed on the Company's website at https://omegainteractive.in/.

SUSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES

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

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 31st March, 2025, 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.

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.

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: (Rs. in Lakhs)

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company has not employed any employee except the Managing Director, Executive and Company Secretary. Hence, the
information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 ("Act"). Further, in pursuance of
Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the
Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across
all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made
by all the Directors.

None of the Director of the Company is serving as a Whole-Time Director in any Listed Company and is holding position of
Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director
in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

As on the date of this report the Board of the Company comprises Six Directors out of which one is Managing Director; Three
are professional Non-Executive Directors and two are Non-Promoter Non-Executive Independent Directors. The Board comprise
following Directors as date of report:

$ Resigned w.e.f. July 27, 2024 *Resigned w.e.f. September 8, 2025

^ACommittee includes Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and
Independent Directors Committee across all Public Companies.

During the year under, Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the post of independent directorship of
the company w.e.f. July 27, 2024. Further Mr. Suhit Bakshi (DIN: 06395813) was appointed as a Non-Executive additional Director
of the company w.e.f. September 03, 2024, and their appointment has been regularized in previous AGM held on September
30, 2024.

On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Mr.
Kalpeshkumar Nanalal Vohra (DIN: 10841522) has been appointed as an additional Non-Executive Director of the company w.e.f.
November 22, 2024. Ms. Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive
Independent Directors of the company w.e.f. November 22, 2024. Mr. Dineshkumar D. Sabnani (DIN: 10840546) has, On the
basis of Nomination and Remuneration Committee and subject to approval of members of the company, has been appointed as
an Additional Director categorized as Managing Director for a period of five years w.e.f. November 22, 2024. The company has
received a notice in writing under Section 160 of the Act from a Members proposing their candidatures for the post of respective
Directorship of the company. Therefore, the Board of Directors proposes their appointment as Directors of the company, liable
to retire by rotation.

After the closure of the financial year, On the basis of Nomination and Remuneration Committee and subject to approval of
members of the company, Mr. Arvind Vinodkumar Vegda (DIN: 7429884) has been appointed as a Non-executive Director as
categorized as Chairman of the Company and Mr. Ritu Ashokbhai Sharma (DIN: 11092056) has been appointed as an Additional
Non-Executive Directors of the company w.e.f. May 06, 2025. The company has received a notice in writing under Section 160
of the Act from a Members proposing their candidatures for the post of Non-Executive Directors of the company. Therefore, the
Board of Directors proposes their appointment as Non-Executive Directors of the company, liable to retire by rotation.

Further, Mr. Vishnu Kumar Somani (DIN: 08621673) has been appointed as an Additional Non-Executive Director of the company
w.e.f. July 26, 2024. However, he has resigned from the post of Non-Independent Director of the company w.e.f. September 05,
2024.

None of the Directors of Board is a member of more than ten Committees or Chairman of more than five committees across all
the public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by
all the Directors. None of the Directors of the Company is disqualified for being appointed as a Director pursuant to Section 164
(2) of the Companies Act, 2013.

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 of Directors are held at least once in a quarter, inter-alia, to review the quarterly results of the
Company. Additional Board meetings are convened to discuss and decide on various business policies, strategies and other
businesses. During the year under review, Board of Directors of the Company met 12 (Twelve) times viz; May 30, 2024; June 14,
2024; July 26, 2024; August 14, 2024; September 04, 2024; November 12, 2024; November 22, 2024; December 14, 2024;
December 27, 2024; December 28, 2024; February 11, 2025; and March 25, 2025.

The details of attendance of each Director at the Board Meeting during the year and Annual General Meeting are given below:

Changes in Directors

During the year under, Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the post of independent directorship of
the company w.e.f. July 27, 2024. Further Mr. Suhit Bakshi (DIN: 06395813) was appointed as a Non-Executive additional Director
of the company w.e.f. September 03, 2024, and their appointment has been regularized in previous AGM held on September
30, 2024. Mr. Vishnu Kumar Somani (DIN: 08621673) has been appointed as an Additional Non-Executive Director of the
company w.e.f. July 26, 2024. However, he has resigned from the post of Additional Non-Executive Director of the company
w.e.f. September 05, 2024.

Further, On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Mr.
Kalpeshkumar Nanalal Vohra (DIN: 10841522) has been appointed as an Additional Non-executive Director of the Company
w.e.f. November 22, 2024, Ms. Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive
Independent Woman Director of the company w.e.f. November 22, 2024. Mr. Dineshkumar D. Sabnani (DIN: 10840546) has, On
the basis of Nomination and Remuneration Committee and subject to approval of members of the company, has been appointed
as an Additional Director categorized as Managing Director for a period of five years w.e.f. November 22, 2024. The company
has received a notice in writing under Section 160 of the Act from a Members proposing their candidatures for the post of
Directors of the company. Therefore, the Board of Directors proposes their appointment as Directors of the company, liable to
retire by rotation.

After the closure of the financial year, On the basis of Nomination and Remuneration Committee and subject to approval of
members of the company, Mr. Arvind Vinodkumar Vegda (DIN: 7429884) has been appointed as an Additional Non-Executive
Director categorized as Chairman of the Company and Mr. Ritu Ashokbhai Sharma (DIN: 11092056) has been appointed as an
Additional Non-Executive Directors of the company w.e.f. June 06, 2025. The company has received a notice in writing under
Section 160 of the Act from a Members proposing their candidatures for the post of Non-Executive Directors of the company.
Therefore, the Board of Directors proposes their appointment as Non-Executive Directors of the company, liable to retire by
rotation.

The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Directors
are annexed to the Notice convening the 31^st Annual General Meeting.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has Two
Non-Promoter Non-Executive Independent Directors as on the date of this report. In the opinion of the Board of Directors, both
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, 2025 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.

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 2024-25. 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.

Further, On the basis of Nomination and Remuneration Committee and subject to approval of members of the company, Ms.
Tejal Kalpeshbhai Vohra (DIN: 10841519) have been appointed as an Additional Non-Executive independent Directors of the
company for a period of five years w.e.f. November 22, 2024. Ms. Divya Savjibhai Thakor (DIN: 88845886) has resigned from the
post of independent directorship of the company w.e.f. July 27, 2024.

Details of Key Managerial Personnel

As on March 31, 2025 the Company have Mr. Dineshkumar Dharamkumar Sabnani (DIN: 10840546), Additional Director
categorized as Managing Director of the company w.e.f. November 22, 2024 and Mr. Ankit Bhojak, Company Secretary of the
company w.e.f. June 14, 2024 who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies
Act, 2013.

During the year under review, Mr. Ankit Bhojak has been appointed as Company Secretary and Compliance Officer of the
company w.e.f. June 14, 2024. Further, Mr. Dineshkumar Dharamkumar Sabnani (DIN: 10840546) has been appointed as an
Additional Director categorized as Managing Director of the company w.e.f. November 22, 2024. Mr. Ashutosh Chhawchharia,
has resigned from his position as the Chief Financial Officer of the Company; with effect from Closing business hours of January
29, 2025.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors
pursuant to the provisions of the Act.

a) The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the
criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

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

c) The board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the
basis of 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 chairman was also evaluated on the key aspects of his role.

d) Separate meeting of Independent Directors was held to evaluate the performance of non-independent directors,
performance of the board as a whole and performance of the chairman, taking into account the views of executive directors
and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent
directors, at which the performance of the board, its committees and individual directors was also discussed. Performance
evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm
that:

e) In preparation of Annual Accounts for the year ended March 31, 2025, the applicable Accounting Standards have been
followed and that no material departures have been made from the same;

f) 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 or loss of the Company for that year;

g) The Directors had 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;

h) The Directors had prepared the Annual Accounts for the year ended as on March 31, 2025 on going concern basis.

i) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial
Controls are adequate and were operating effectively; and

j) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

COMMITTEES OF BOARD

Your Company has constituted several Committees in compliance with the requirements of the relevant provisions of applicable
laws and statutes, details of which are given hereunder.

1. Audit Committee

Audit Committee meeting is generally held once in quarter for the purpose of recommending the quarterly/half yearly/yearly
financial results and the gap between two meetings did not exceed one hundred and twenty days. The Audit Committee met 11
(Ten) times during the Financial Year 2024-25 viz.; May 30, 2024; July 26, 2024; August 14, 2024; September 04, 2024; November
12, 2024; November 22, 2024; December 14, 2024; December 21, 2024; December 28, 2024; February 11, 2025 and March 25,
2025.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary of the Company is acting as Secretary to the Audit Committee.

Mr. Pankaj Baid, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2024.

Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Further, the
terms of reference, roles and powers of the Audit Committee are as per Section 177 of the Companies Act, 2013 (as amended)
and SEBI (LODR) Regulation 2015, as amended.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the
employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of company's
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 Chairman 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 at
https://omegainteractive.in/.

2. Nomination and Remuneration Committee

The Company has formed Nomination and Remuneration committee in line with the provisions Section 178 of the Companies
Act, 2013 and read with SEBI (LODR) Regulation 2015, as amended. Nomination and Remuneration Committee meetings are
generally held for identifying the person who is qualified to become Directors and may be appointed in senior management and
recommending their appointments and removal.

During the year under review, the Nomination and Remuneration Committee met 5 (Five) time during the Financial Year 2024¬
25 viz.; June 14, 2024; July 26, 2024; September 03, 2024; September 04, 2024 and November 22, 2024; to review the
performance of Directors of the Company.

The composition of the Committee and the details of meetings attended by its members are given below:

Further, the terms of reference of the Nomination and Remuneration Committee are as per Section 178 of the Companies Act,
2013 (as amended) read with SEBI (LODR) Regulation 2015, as amended.

Nomination and Remuneration Policy

The Company has, in order to attract motivated and retained manpower in competitive market and to harmonize the aspirations
of human resources consistent with the goals of the Company and in terms of the provisions of the Companies Act, 2013 devised
a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management. Key points of the
Policy are:

A. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel

^ The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for
appointment as Director, KMP and Senior Management personnel and recommend to the Board for his / her
appointment.

^ A person should possess adequate qualification, expertise and experience for the position he/ she is considered for
appointment.

^ In case of appointment of Independent Director, the Committee shall satisfy itself with regard to the independent
nature of the Director vis-a-vis the Company so as to enable the Board to discharge its function and duties effectively.

B. Policy on remuneration of Director, Key Managerial Personnel and Senior Management Personnel

The Company remuneration policy is driven by the success and performance of the Director, KMP and Senior Management
Personnel vis-a-vis the Company. The Company philosophy is to align them and provide adequate compensation with the
Objective of the Company so that the compensation is used as a strategic tool that helps us to attract, retain and motivate highly
talented individuals who are committed to the core value of the Company. The Nomination and Remuneration Policy, as adopted
by the Board of Directors, is placed on the website of the Company at https://omegainteractive.in/.

Performance Evaluation

Criteria on which the performance of the Independent Directors shall be evaluated are placed on the website of the Company
and may be accesses at link https://omegainteractive.in/.

Remuneration of Directors

The Company has not entered into any pecuniary relationship or transactions with Non-Executive Directors of the Company
except payment of Sitting Fees for attending the Meetings.

Further, criteria for making payment, if any, to non-executive directors are provided under the Nomination and Remuneration
Policy of the Company which is hosted on the website of the Company viz; https://omegainteractive.in/

During the year under review, the Company has paid remuneration /sitting fees to Directors of the Company, details of which
are as under:

3. Stakeholders' Relationship Committee

The Company has constituted Stakeholder's Relationship Committee mainly to focus on the redressal of Shareholders' /
Investors' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.

During the year under review, Stakeholders Relationship Committee met 2 (Two) time during the Financial Year 2024-25 viz.;
September 04, 2024 and February 11, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

Company Secretary and Compliance officer of the Company provides secretarial support to the Committee.

Mr. Pankaj Baid, the Chairperson of the Committee had attended last Annual General Meeting of the Company held on
September 30, 2024.

During the year under review, the Company had received nil complaints from the Shareholders. There was no complaint pending
for resolution as on March 31, 2025. Further, the terms of reference of the Stakeholder's Relationship Committee are as per
Section 178 of the Companies Act, 2013 (as amended).

Particulars of loans, guarantees and investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statement for the year ended on March 31, 2025.

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 Transactions are
placed before the 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 Company's website at www.omegainteractive.net.

All Related Party Transactions entered into during the financial year were on an arm's 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 arm's
length basis.

Internal financial control systems and their adequacy:

The Company has adequate systems of internal control meant to ensure proper accounting controls, monitoring cost cutting
measures, efficiency of operation and protecting assets from their unauthorized use. The Company also ensures that internal
controls are operating effectively. The Company has also in place adequate internal financial controls with reference to financial
statement. Such controls are tested from time to time to have an internal control system in place.

Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper
recording of financial and operational information & compliance of various internal controls, statutory compliances and other
regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the
business activity. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.
Your Company ensures adequacy, commensurate with its current size, scale and complexity of its operations to ensure proper
recording of financial and operational information & compliance of various internal controls, statutory compliances and other
regulatory compliances. It is supported by the internal audit process and will be enlarged to be adequate with the growth in the
business activity. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls. The internal audit reports are reviewed by Audit Committee.

Significant and Material Orders:

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

Material changes and commitment affecting financial position of the Company

There are no material changes and commitments, affecting the financial position of the Company which has occurred between
the end of financial year of the Company and the date of this report.

Details of the Designated Officer

Ms. Ankit Bhojak*, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of
the Companies (Management and Administration) Rules, 2014.

*Appointed w.e.f. June 14, 2024.

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.

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 Company's 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.

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:

Maternity benefit:

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.

Particular of Employees

The Company has not employed any employee except the Whole Time Director, Chief Financial Officer and Company Secretary.
Hence, the information required under Section 197(12) of the Companies Act, 2013 and rule 5(2) and 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not given separately.

Statutory Auditors

M/s. S S R V & Associates, Chartered Accountants, Ahmedabad (FRN: 135901W), were appointed as Statutory Auditors of the
Company to fill the casual vacancy caused by the resignation of M/s. Desai Saksena & Associates, Chartered Accountants,
Ahmedabad (FRN: 102358W) and whose period of office would expire at the conclusion of ensuing annual general meeting. 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 Companies Act, 2013. Therefore, the board of directors do hereby recommend an appointment of M/s. S S R V
& Associates, Chartered Accountants, Ahmedabad (FRN: 135901W) as statutory auditor of the company to hold office from the
conclusion of ensuing AGM till the conclusion of 36^th AGM to be held in the year 2029.

Further, the Notes to the financial statements referred 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.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board has reappointed M/s ALAP
AND CO. LLP, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2024-25.
The Secretarial Audit Report (MR-3) for the year under review is annexed as Annexure-A of this report.

There are following qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in their Report
except as mentioned below:

1. Mr. Suhit Bakshi, Non-Executive Director has been regularized in last AGM but e-form DIR-12 for the same has not filed;

2. 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;

3. For Auditors Resignation e-Form ADT-3 filed but could not find ADT-1 for the appointment of auditor 01.04.2025. Further,
Existing statutory auditor has Tendered resignation on 04-04-2025 but outcome given on 07-04-2025;

4. There were no company secretary till the appointment of Mr. Ankit Bhojak as company secretary and compliance officer
w.e.f. June 14, 2024 and for which outcome of board meeting was filed with stock exchange but change in management
has not been filed;

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

6. Various e-forms like MGT-14 for approval of Director's report for the FY 2023-24,MGT-14 for approval of Financial
statements for the FY 2023-24, Form AOC - 5 for having corporate office, ,Form MGT-7 2023-24 was filed with late fees;

7. The company did not have appropriate composition of Board of Directors, Audit Committee, Nomination & Remuneration
Committee & Stakeholder's Relationship Committee as per section 149 of Companies Act 2013 and SEBI (LODR) Regulations;

8. Shareholding pattern for quarter ended on June 30, 2024 and December 31, 2024 has been filled after statutory time
prescribed in listing regulations;

9. Audited financial results for the quarter and year ended on 31^st March, 2024 has not been filed due to non-completion of
audit process and Statement of accounts within statutory timeline;

10. Prior intimation of board meeting under regulation 29 of SEBI (LODR) Regulations, 2015 relating to approval of quarterly
financial results for the quarter ended on June 30, 2024, has not filed with stock exchange;

11. Reconciliation of Share Capital Audit Report for the quarter ended on December 31, 2024 was filed on March 18, 2025 i.e.
beyond statutory time period specified under Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018;

12. Disclosures of related party transactions on a consolidated basis (Regulation 23(9) of SEBI (LODR) Regulations, 2015) has
not been filed for the half year ended on September 30, 2024 even though there were transactions with related parties;

13. Company does not maintain functional website as per regulation 46 of SEBI (LODR) Regulations, 2015;

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

15. The Company has not appointed any Internal Auditor for the financial year 2024-25.

16. The Board of Directors have approved a proposal relating to investment Rs. 400,00,00,000/- (Indian Rupees Four Hundred
Crores only) to acquire Ankit Metal and Power Limited through CIRP mode, however, that plan was later droped out.

17. Company has converted 10,99,432 warrants during the period under review but not filled listing, trading application for the
same with the stock exchange and same shares were not credited to respective shareholders' accounts;

18. Many stock exchange compliances and ROC forms filling are not as per the statutory requirements and delay filled.

Management is in the process the resolve the queries and listing trading has been received recently for the warrant conversion.
Boards of Directors are trying to be fully complied with the allied laws and will do the needful at the earliest.

Cost Auditors:

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

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

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation
15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily
comply with the provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and therefore the Company has not provided a separate report on Corporate Governance, although few of the information are
provided in this report of Directors under relevant heading.

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.

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.
Compliance with the provisions of SS 1 and SS 2

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

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;

(i) Details relating to deposits covered under Chapter V of the Act;

(ii) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

(iii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

(iv) Annual Report and other compliances on Corporate Social Responsibility;

(v) There is no revision in the Board Report or Financial Statement;

(vi) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern
status and company's operations in future;

(vii) Information on subsidiary, associate and joint venture companies.

Acknowledgment

Your company & Directors wish to place on record their appreciation of the assistance and co-operation extended by Investors,
Bankers, Business Associates, and Government. We are deeply grateful to shareholders for their continued faith, confidence and
support to the company.

Registered office: By order of the Board of Directors

E-308, Crystal Plaza, New Link Road, For, OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Opp. Infinity Mall, Andheri (West), CIN: L67120MH1994PLC077214

Andheri, Mumbai, Maharashtra, India,

400053.

Dineshkumar D. Sabnani Arvind Vinodkumar Vegda

Place: Mumbai Managing Director Chairman and Non-Executive Director

Date: September 08, 2025 DIN: 10840546 DIN: 09055964