Directors Report of Omega Interactive Technologies Ltd.

Mar 31, 2024

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)

S. NO.	PARTICULARS	CURRENTYEARENDED 31st MARCH, 2024	PREVIOUS YEAR ENDED 31ST MARCH, 2023
1.	Total Revenue	9.00	19.08
2.	Other Income	5.31	5.26
3.	Total Income	14.31	24.34
4.	Less: Total Expenses	23.11	16.73
5.	Profit before exceptional items and tax	(8.80)	7.61
6.	Exceptional Items	-	-
7.	Profit before Tax	(8.80)	16.73
8.	Less: Tax Expenses	-	-
9.	Current Tax	88S	1.93
10.	Less: Excess provision for Tax of earlier periods written back	-	-
11.	Profit after Tax	(8.80)	5.68
12.	Earnings per share (EPS)
13.	Basic	(1.76)	1.14
14.	Diluted	(1.76)	1.14

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;

SR NO	NAME OF THE DIRECTORS	DESIGNATION	DIN/PAN	STATUS
1	PANKAJ BAID	Non-Executive Independent	07462097	Non- Executive
		Director		Independent
				Director

2	DIVYA SAVJIBHAI THAKOR	Non Executive Director	08845886	Non¬ Executive Director
3	ARUN KUMAR	Executive Director	09055964	Executive Director

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)

PARTICULARS	31st MARCH, 2024	31st MARCH, 2023
FOREIGN EXCHANGE EARNING	NIL	NIL
FOREIGN EXCHANGE OUTGOING	NIL	NIL

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:

SR NO	DESIGNATION	APPOINTMENT/RESIGNATION OF DIRECTORS
1	Non-Executive Director	Ms. Divya Savjibhai Thakor (w.e.f. 24/03/2023)
2	Executive Director	Mr. Arun Kumar (w.e.f 24/03/2023)
3	Additional Non Executive Independent Director	Mr. Pankaj Baid (w.e.f 24/03/2023)

SR. NO.	DESIGNATION	CHANGE IN KMP	Event
1	Company Secretary	Ms. Neha Gupta, having Membership No. 37355	Appointed on 08/07/2022 Resigned on 26/10/2023
2	Chief Financial Officer	Mr. Ashutosh Chhawchharia	Appointed on 14/08/2023

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:

SR. NO.	DESIGNATION		NAME OF DIRECTORS	Date of Cessation
1	Non-Executive Director	Independent	Mr. Anuj Surana	Resigned with effect from Close of business hours of 13th October, 2023

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:

SR NO	DESIGNATION	NAME OF THE DIRECTORS
1	Company Secretary & Compliance Officer	Ms. Neha Gupta (w.e.f 08/07/2022 to 26/10/2023)
2	Chief Financial Officer	Mr. Ashutosh Chhawchharia (w.e.f 14/08/2023)
3	Company Secretary & Compliance Officer	Mr. Ankit Bhojak (w.e.f., 14/06/2024)

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.

NAME OF THE DIRECTOR	CATEGORY	NUMBER OF MEETINGS WHICH DIRECTOR WAS ENTITLED TO ATTEND	MEETINGS ATTENDED
Mr. Pankaj Baid	Independent Director	6	6
Ms. Divya Savjibhai Thakor	Non-Executive Director	6	6
Mr. Arun Kumar	Executive Director	6	6
Mr. Anuj Surana	Additional Independent Director	3	3

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.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Mr. Pankaj Baid	CHAIRMAN	4
Mrs. Divya Thakor	MEMBER	4
Mr. Arun Kumar	MEMBER	4

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.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Mr. Pankaj Baid	CHAIRPERSON	4
Ms. Divya Thakor	MEMBER	4
Mr. Arun Kumar	MEMBER	4

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.

NAME OF MEMBERS	DESIGNATION	MEETINGS ATTENDED
Mr. Pankaj Baid	CHAIRPERSON	4
Ms. Divya Thakor	MEMBER	4
Mr. Arun Kumar	MEMBER	4

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:

NATURE OF COMPLAINTS	OPENING AT THE BEGINNING OF YEAR	RECEIVED DURING THE YEAR	REDRESSED	PENDING AT THE END OF YEAR
Non-receipt of Share Certificate	NIL	NIL		NIL
Non-receipt of Dividend/ Interest/ Redemption Warrant	NIL	NIL		NIL
Non-receipt of Annual Report	NIL	NIL	—	NIL
Others	NIL	NIL	-	NIL

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;

Modified qualification	Management Reply
The Company has exceeded the borrowing limits beyond the limits specified under Section 180 (1) (c) and other applicable Provisions of Companies Act, 2013	Borrowings in the financials are considered to be Short Term Loans and Borrowings or Temporary Loans and hence do not violate section 180 (1) (c ) of Companies Act, 2013.
The Company has given the loans and advances in the nature of loan exceeding the limit specified under section 186 of the Companies Act, 2013	Loans and Advances standing in Financials are advances given to customer in lieu of business and advance given to expand business. The ageing of the same does not exceed 6 months and the same will be settled during the year. Management shall pass resolution for the same in upcoming General Meeting if necessary.
The Company has not made the appointment of Company Secretary as at balance sheet date.	The Company was in search of suitable candidates and on the finding such candidates the company has made the appointment of

Company Secretary.

(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:

Modified qualification from Secretarial Auditor	Management Reply
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;	The Management herewith clarifies that as our company is undergoing change in management structure and restructuring of work and related procedural formalities; therefore, it is under the process of finding suitable and long term executives who shall give proper shape and guidance to the vision and mission of our company. Thus, as a result of the same; the board structure requirement was not met; however, the company ensures to duly fulfil the said compliance requirement in an expedious manner so as to avoid any aspect of non-compliance in future.
As required under Regulation 6 (1) SEBI LODR Regulations, 2015 Any vacancy in the Office of a Company Secretary shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy, However, the Company has not filled up casual vacancy of Compliance Officer within the 3 months from the date of such vacancy.	The management herewith clarifies that as the company was in search of a suitable candidate for the said designation; therefore; there resulted a delay in the appointment of the Company Secretary in the Company. Furthermore, as on date; the company has appointed a Qualified Company Secretary in compliance with requirement laid down under Regulation 6(1) of SEBI(LODR) Regulations, 2015.
As required under Regulation 17(1E) of the SEBI	The management hereby clarifies that; as the

(LODR) Regulations, 2015, Any vacancy in the office of a director shall be filled by the listed entity at the earliest and in any case not later than three months from the date such vacancy, However, the Company has not filled up casual vacancy of Independent Director within three from the date of such vacancy created by resignation of independent Director.	company was in search of suitable candidate for the said designation; there resulted a delay in compliance with the said regulation. Moreover; the management assures that with due compliance with Regulation 17 of the SEBI (LODR) Regulations, 2015; it shall ensure that all other non-compliances forming part thereof are made good by the company.
As required under Regulation 30 of the SEBI (LODR) Regulations, 2015, Proceedings of Annual General Meeting of the Company shall be disclosed within 12 hours, However the Company has not disclosed Proceedings of Annual General Meeting of the Company within 12 Hours.	The management clarifies that the proceedings of the AGM was filed in delayed manner due to short business hours during festive time of Milad un-Nabi/ld-e-Milad; therefore, it caused an inadvertent delay in submission of proceedings of Annual General Meeting (AGM) held on 29.09.2023. However, the Company had submitted the proceedings of AGM within 24 hours instead of 12 hours. Furthermore; the management assures that it will be more careful in future and would further like to state that the Company has been regular in adhering to the compliances under the Listing Regulations and other applicable laws.
As required under Regulation 47 of the SEBI (LODR) Regulations, 2015, the notice given to shareholder by advertisement, however the company has not given any advertisement for the EGM held during the year.	The management clarifies that it had inadvertently failed to submit the advertisement of EGM notice dispatched to shareholders of the company. Furthermore, it has ensured that appropriate measure will be taken to ensure timely compliance of all applicable regulations in future.
The Company had not maintained the SDD Software during the year.	The management herewith informs that the company has installed the SDD software in accordance with the requirements of the Insider Trading Regulations and the SEBI norms and had duly made all applicable entries in the said software as per the requirement of the Regulations. However, as stated earlier, due to change in management of the company and the resulting changes in the working structure of the company; the company was not able to enter some of the entries in the SDD software in a timely manner. Moreover, now the company has aligned appropriate action plan to ensure compliance with said regulations.
The Company has passed the resolution for Shifting RO from State of Maharashtra to State of Gujarat in last AGM, however the company was failed to shift the registered office in last one year.	The management herewith informs that due to change in management and restructuring of other procedural and work related requirements of the company; the above stated resolution was not executed as forecasted by the management. However, the company is clear with its intent of changing RO from State of Maharashtra to the

	State of Gujarat and accordingly, it has put up the said agenda again in its ensuing AGM for approval of its shareholders.
Further the company has received notice from ROC for not maintaining the registered office as per the requirement of Companies Act, 2013	The Company has passed the resolution in the Annual General Meeting held on September 29,2023 to shift the registered office of the Company from the State of Maharashtra To "State Of Gujarat" due to change in management of the Company. Currently The Registered office of the Company is situated in the "State of Maharashtra" E-308, Crystal Plaza, New Link Road, Opp. Infinity Mall, Andheri (West) Mumbai MH 400053 IN. The Company has shifted its Corporate Office from Maharashtra to Gujarat and in the process to shift of registered office to the other location in Gujarat that will increase the effectiveness in corporate functioning of the Company. The process for registered office shifting is filed and is under process. Furthermore, on the date of Surprise Visit, the management was present at Gujarat office and is frequently travelling to and forth from Gujarat to Maharashtra and back due to business operations.
The Company has given the loans and advances in the nature of loan exceeding the limit specified under section 186 of the Companies Act, 2013	Loans and Advances standing in Financials are advances given to customer in lieu of business and advance given to expand business. The ageing of the same does not exceed 6 months and the same will be settled during the year. Management shall pass resolution forthesame in upcoming General Meeting if necessary.

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

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Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting the Twenty First Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS : (In Rs)

Year ended Year ended Particulars 31.03.2015 31.03.2014

Sales & Other Income 5,79,302 7,20,626

Profit / (Loss) before tax and appropriations 2,31,964 1,21,177

Profit / (Loss) after tax 1,87,800 98,077

Add : Balance brought forward from previous year 6,73,775 5,75,698

Less: Difference of earlier years Depreciation (39,198) 0

Profit / (Loss) available for disposal 8,22,377 673775

Proposed Dividend 0 0

Corporate Tax on Proposed Dividend 0 0

Transfer to General Reserve 0 0

Profit carried forward 8,22,377 673775

OPERATIONAL REVIEW :

Your Company has earned income of Rs.5,79,302 during the current year as compared to Rs.7,20,626. earned in previous year. The company has achieved Net Profit after Taxes of Rs.1,87,800 as compared to Net profit of Rs.98,077 in immediately preceding financial year. The Company has posted better operational and financial performance for the year under review, which has happened due to the commitment and untiring efforts of management.

DIVIDEND :

In viewof Nominal profits after taxes, the Directors have decided not to recommend any dividend for the year ended 31st March, 2015.

SHARE CAPITAL OF THE COMPANY :

The Paid up Equity Share Capital,as at 31st March, 2015 was Rs. 50,00,000/- divided into 5,00,000 Equity shares,having face value of Rs. 10/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock options nor sweat equity.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

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

FIXED DEPOSITS:

Your 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

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 2014-15.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information and explanations obtained, Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

(a) in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

(b) 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) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.

EXTRACT OF ANNUAL RETURN :

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'A'and forms an integral part of this Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Your Company has three (3) Directors of which all are Independent Directors.

(i) Mrs. Renu Soni (DIN 02651979) resigned from the Board w.e.f. 30th March, 2015. The Board placed on record its appreciation for the valuable services rendered and contribution made by Mrs. Renu Soni during her tenure as Director of the Company.

(ii) During the year under review, the Company has appointed Mrs. Subrata Paul as an Additional/ Independent Director of the Company with effect from 30th March, 2015. Your Board proposes to regularize her appointment and appoint her as an Independent Director of the Company under Section 149 and 161(1) of the Act for one term of Five Years commencing from 30th March, 2015.

All Independent Directors have given declaration that they meet the criteria of independence as laid under Section 149(6) of the Companies Act, 2013 and Clause 49 of Listing Agreement.

During the year under review, the Company has not appointed any persons as the Key Managerial Personnel.

BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, the Board has carriedout an evaluation after taking into consideration various 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 Board of Directors expressed their satisfaction with the evaluation process.

Number of Meetings of The Board of Directors:During the year 5 Board Meetings were convened and held on 30.05.2014, 13.08.2014, 15.11.2014, 14.02.2015 and 30.03.2015.Details of these are as follows:

No. of meetings Name of the Director Category of during the year Directorship Held Attended

Mr. Krishan Kumar Non-executive, 5 5 Bhajanlal Rathi Independent Chairman

Mr. Rajesh Srinivwas Non-executive, 5 5 Nawathe Independent Director

Mrs. Renu Soni Non-executive, 5 5 (Ceased w.e.f. Non-Independent 30.03.2015) Director

Mrs. Subrata Paul Non-executive, - - (Appointed w.e.f IndependentDirector 30.03.2015)

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of three Directors. The Board terms of reference of the Audit Committee are in consonance with the provisions of Section 177 of the Companies Act, 2013 and of the Listing Agreement.

The Committee acts as a link between the Management, the statutory Auditors and the Board of Directors of the Company. The Committee focuses its attention on monitoring the financial reporting system within the Company, considering Quarterly & Annual Financial Results of the Company and submitting its observations to the Board of Directors before its adopted by the Board, review of internal audit report, internal control system, audit methodology and process, major accounting policies and practice, compliance with accounting standards. Committee also reviews the legal compliance reporting system.

The particulars of Members of Audit Committee and their attendance at the Meetings are as under:

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Non-Independent Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 4 4 Bhajanlal Rathi

Mr. Rajesh Srinivwas 4 4 Nawathe

Mrs. Renu Soni 4 4 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

The Audit Committee meetings were held on 30th May, 2014, 13th August, 2014, 15th November 2014 and 14th February, 2015and all the member Directors of Audit Committee were present.

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY :

The Company has renamed the existing Remuneration Committee to "Nomination and Remuneration Committee" pursuant to Section 178 of the Companies Act, 2013. The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria determining qualifications, positive attributes, independence of a director and other matters pursuant to the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under :

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 1 1 Bhajanlal Rathi

Mr. Rajesh Srinivwas 1 1 Nawathe

Mrs. Renu Soni 1 1 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

The Remuneration Committee meeting was held on 14th February, 2015.

STAKEHOLDERS RELATIONSHIP COMMITTEE :

The Board of Directors of the Company has re-named Share Holders Grievance/ Share Transfer Committeeasa 'Stakeholders Relationship Committee' in order to align it with the provisions of Section 178 of the Companies Act, 2013. The Committee has been constituted to strengthen the investor relations and to inter-alia, look into issues relating to shareholders grievances pertaining to transfer of shares, non- receipt of declared dividends, non-receipt of Annual Report, issues concerning de-materialization etc.

The particulars of Members of Nomination & Remuneration Committee and their attendance at the Meetings are as under :

Name of the Director Designation Category of Directorship

Mr. Krishan Kumar Chairman Non-Executive, Bhajanlal Rathi Independent Director

Mr. Rajesh Srinivwas Member Non-Executive, Nawathe Independent Director

Mrs. Renu Soni Member Non-executive, (Ceased w.e.f. 30.03.2015) Director

Ms. Subrata Paul Member Non-Executive (Appointed w.e.f. 30.03.2015) Independent Director

Name of the Director No. of meetings during the year

Held Attended

Mr. Krishan Kumar 2 2 Bhajanlal Rathi

Mr. Rajesh Srinivwas 2 2 Nawathe

Mrs. Renu Soni 2 2 (Ceased w.e.f. 30.03.2015)

Ms. Subrata Paul - - (Appointed w.e.f. 30.03.2015)

REMUNERATION AND SITTING FEES.

The details of Remuneration paid or Sitting fees paid as applicable are as follows :

Name of the Director Category of Directorship

Mr. Krishan Kumar Non-Executive, Independent Bhajanlal Rathi Chairman

Mr. Rajesh Srinivwas Non-Executive, Independent Nawathe Director

Mrs. Renu Soni Non-Executive Director (Ceased w.e.f. 30.03.2015)

Mrs. Subrata Paul Non-Executive, (Appointed w.e.f 30.03.2015) Independent Director

Name of the Director Remuneration Sitting fees paid to the paid to the Director Director

Mr. Krishan Kumar NA - Bhajanlal Rathi

Mr. Rajesh Srinivwas NA - Nawathe

Mrs. Renu Soni NA - (Ceased w.e.f. 30.03.2015)

Mrs. Subrata Paul NA - (Appointed w.e.f 30.03.2015)

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS :

The Independent Directors Meeting was held on 13th February, 2015, without the attendance of NonIndependent Directors and members of Management. All the Independent Directors were present at the meeting. The Board of Directors expressed their satisfaction with the evaluation process.

VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has 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.

RISK MANAGEMENT POLICY :

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and (d) to assure business growth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

RELATED PARTY TRANSACTIONS :

The Company has not entered into any related party transactions which falls under the provisions of Section 188 of the Companies Act, 2013 and rules made thereunder.

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 a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE113B01029.

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

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.

STATUTORY AUDITOR :

M/s Sampat Mehta & Associates, Chartered Accountants, (Firm Registration No.109038W)were appointed as the Statutory Auditors of the Company at the AGM held on 30th September,2014 to hold office until the conclusion of third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 and 142 of the Companies Act, 2013, the Company has obtained written confirmation from M/s Sampat Mehta & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COST AUDITOR :

The Provisions of Section 148 of the Companies Act, 2013 and read with the Companies (Cost Records andAudit)Rules,2014 as amended from time to time, Cost audit is not applicable to the Company.

SECRETARIAL AUDIT :

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed Ms. Bijal Gada, Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as Annexure 'B' and forms an integral part to this Report.

AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments. As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. The Secretarial Auditor has made observation with regards the composition of the Board of Director and Key Managerial Personnel appointment. The company is under process of complying with the same and would ensure in future that all the provisions are compiled to the fullest extent.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an in house 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 Department 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 controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS :

The Provisions of Corporate Governance are not applicable to the Company& Management Discussion and Analysis Reports forms part of the Notice.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable.

SEXUAL HARASSMENT :

The Company has constituted 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.During the year under review, no complaints were reported.

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 at the Plant.

PARTICULARS OF EMPLOYEES :

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) is not applicable.

LISTING :

The Company'sShares are listed on BSE Limited and Cochin Stock Exchange.

APPRECIATION :

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

Registered Office: On behalf of the Board of Directors

308, Maker Bhavan No. III, For OMEGA INTERACTIVE TECHNOLOGIES LIMITED 21, New Marine Lines, Mumbai, 400 020 Date: 30th May,2015 sd/ Krishan Bhajanlal Rathi Director DIN: 00395322

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Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the 20th Annual Report together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS :

Particulars 2013-2014(Rupees) 2012-2013(Rupees)

Total Income 7,20,626 6,57,291

Profit before tax 1,21,177 2,37,586

Less : Tax expense :

* Current tax 23,100 45,300

* Deffered tax - -

* Earliers Years - -

Profit for the year 98,077 1,92,286

OPERATIONS :

During the year your company has earned profit after tax of Rs.0.98 lacs against a profit after tax of Rs.1.92 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND :

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31st March, 2014.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

BOARD OF DIRECTORS :

As per Section 149(10) of the Companies Act, 2013, Independent Directors are required to be appointed for a term of 5 consecutive years and can be reappointed for a maximum of two terms. They shall not be liable to retire by rotation. Accordingly, resolutions proposing appointment of the Independent Directors form part of the Notice of the AGM.

Mr. Krishan Kumar Bhajanlal Rathi and Mr. Rajesh Srinivwas Nawathe are being reappointed as Independent Directors, not liable to retirement by rotations for a terms of 5 consecutive years. The necessary resolutions are placed for the approval of the Members.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that :

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE AND COMPLIANCE CERTIFICATE :

Separate notes on Corporate Governance and Management Discussion and Analysis Report are made part of this Annual Report. A Certificate from a Firm of Practicing Company Secretaries certifying compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this Report.

SECRETARIAL COMPLIANCE CERTIFICATE :

Pursuant to provisions of Section 383A of the Companies Act, 1956 and the rules made there under, the Company has obtained a Secretarial Compliance Certificate from Lalitha Lath, Company Secretaries. The same is attached herewith.

AUDITORS :

Your Company''s Auditors, M/s. Sampat Mehta & Associates,, retire at the ensuing AGM and, being eligible, have offered themselves for re-appointment. The Board, on the recommendation of the Audit Committee, has recommended the re- appointment of M/s. Sampat Mehta & Associates for a period of 3 (Three) years in accordance with Section 139 of the Companies Act, 2013. Appropriate resolution seeking your approval to the said re-appointment is appearing in the Notice convening the 20th AGM of the Company.

AUDITORS'' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self explanatory and, therefore, do not call for any further comments.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION :

As there were no major business activities during the year under review, the requisite information with regard to the conservation of energy, technology absorption (Disclosures of Particulars in the report of Board of Directors) Rules is irrelevant/not applicable to the Company during the year under review, the same are not reported.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

There is no Foreign Exchange Earnings & Outgo during the year.

PARTICULARS OF EMPLOYEES :

There are no employees as required under section 217(2A) of the Companies Act, 1956.

LISTING AGREEMENT REQUIREMENTS :

Shares of the Company are listed on Stock Exchange of Mumbai and Cochin. The Company is regular in payment of listing fees.

BUY-BACK OF SHARES :

There was no buy-back of shares during the year under review.

ACKNOWLEDGMENT :

Your Directors place on record their sincere appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

RENU M. SONI (DIN:- 02651979) DIRECTOR

REGISTERED OFFICE : 308, MAKER BHAWAN NO. III, 21, NEW MARINE LINES, MUMBAI - 400 020.

---

Mar 31, 2013

The Directors have great pleasure in presenting their Eighteenth Annual Report together with the Audited accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS :

Particulars 2012-2013 2011-2012 (Rupees) (Rupees)

Total Income 6,57,291 8,83,773

Profit before tax 2,37,586 4,38,154

Tax expense:

-Current tax 45,300

-Deffered tax

-Earliers Years

Profit for the year 1,92,286 4,38,154

OPERATIONS :

During the year your company has earned profit after tax of Rs. 1.92 lacs against a profit after tax of Rs.4.38 lacs in vhe previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND:

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31st March, 2013.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section -.,58a of the Companies Act, i 956 from Public and the rules made there under.

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis. DIRECTORS

Mr. Krishan Kumar Bhajanlal Rathi. Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS :

M/s. Sampat Mehta & Associates. Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31Sl March, 2014 as set out in the Notice convening the Meeting.

AUDITORS'' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with The terms of reference specified from time to time by the Board.

MERGER: OIT

A scheme of amagamation of the subsidiaries i.e. Mykindasite International Private Limited and Malvern Trading Private Limited with Omega Interactive Technologies Limited under the provisions of Sections 391 to 394 of the Companies Act, 1956 has been approved by Honourable High Court of Judicature at Bombay. The assets and liabilities of the above said companies is transferred to and vested in the Company as a going concern basis.

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 Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. 1NE292C01011.

Shareholder''s therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private Limited and Malvern Trading Private Limited have been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Reports for the Financial Year 2012 - 2013 also includes the Accounts for the year ended 31st March, 2013 of the subsidiary companies.

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 and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited. Mumbai and Cochin Stock Exchange Limited. Cochin.

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

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT :

The Directors wish to convey, their appreciation to the company''s shareholders, customers, bankers and distributors for. the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. Ill, 21,

NEW MARINE LINES MUMBAI-400 020.

DATE :31st MAY, 2013.

---

Mar 31, 2012

TO THE SHAREHOLDERS

The Directors have great pleasure in presenting their Eighte&Ah Annual Report together with the Audited accounts for the year ended 31st March, 2012

FINANCIAL RESULTS:

Particulars 2011-2012 2010-2011 (Rupees) (Rupees)

Total Income 8,64,703 13,52,762

Profit/(Loss) before tax 4,33,420 (41,38,541)

Tax expense:

-Current tax - -

-Deffered tax -

-Earliers Years - 13,09,863

Profit/(Loss) for the year 4,33,420 (54,48,404)

OPERATIONS :

During the year your company has earned profit after tax of Rs. 4.33 lacs against a loss after tax of Rs.54.48 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current-year.

DIVIDEND :

Due to carry forward losses, your Board has decided not to recommend any dividend for the year ended 31sl March, 2012.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

DIRECTORS RESPONSIBILITY STATEMENT : OITL

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the ehd^fthe financial year and pf the profit of the company for that year;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act; 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Rajesh Srinivwas Nawathe, Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS:

M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 3 Is' March, 2013 as set out in the Notice convening the Meeting.

AUDITORS* OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further-comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

MERGER:

A scheme of amagamation of the subsidiaries i.e. Mykindasite International Private Limited and Malvern Trading Private Limited with Omega Interactive Technologies Limited under the provisions of Sections 391 to 394 of the Companies Act, 1956 has been filed with the Honourable High Court of Judicature at Bombay. The assets and liabilities of the above said companies shall be transferred to and vested in the Company as a going concern from the appointed date i.e. 1st October, 201 LAs and when approval of the honourable High Court is received which is in progress.

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 Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISlNNo. INE292C0I01L

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE:

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on "compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private Limited and Malvern Trading Private Limited have been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Reports for the Financial Year 2011 - 2012 also includes the Accounts for the year ended 31st March, 2012 of the subsidiary companies.

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 and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.

PARTICULARS REGARDING CONSERVATION OF ENERGY. TECHNOLOGY LJ' ' L ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO;

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES : J

None of the employees of the company came within the purvujw of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Rcnu M. Soni Director

REGISTERED OFFICE:

308, MAKER BHAWAN NO.

Ill, 21, NEW MARINE LINES,

MUMBAI-400 020.

DATE :31st MAY, 2012.

---

Mar 31, 2011

The Directors have great pleasure in presenting their Seventeenth Annual Report together with the Audited accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS: Year ended Year ended 31.03.2011 31.03.2010 Rupees Rupees

Sales and Other Income 13,52,762 8,26,598

Profit before tax 4,36,314 5,07,878

Add : Prior period tax (13,09,863) 8,310

Less : Balance Written Off (45,74,855)

Profit after tax (54,48,404) 5,16,188

Add/Less): Balance brought forward from Previous Year (1,46,01,206) (1,51,17,394)

Balance carried to Balance Sheet (2,00,49,611) (1,46,01,206)

OPERATIONS :

During the year, your company has achieved total income of Rs.13.53 lacs as against Rs.8.27 lacs in the previous year. The company has also incurred a loss tax and extraordinary items of Rs.54.48 lacs as against-a profit after tax of Rs.5.16 lacs in the previous year. Your Directors are hopeful to achieve the better result in the current year.

DIVIDEND :

Due to carry forward losses, your Directors do not recommend any dividend for the year ended March 31. 2011.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act. 1956 from Public and the rules made there under.

DIRECTOR RESPONSIBILITY STATEMENT : OITL

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 year:

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

DIRECTORS

Mr. Krishan Kumar Rathi, Director of the company retires by rotation from the Board of Directors and being eligible, offers himself for re-appointment.

AUDITORS :

M/s. Sampat Mehta & Associates, Chartered Accountants, Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending 31st March, 2012 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS :

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and, therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

MERGER: OITL

The Board is considering proposal of Reduction of Capital and Merger of its 100% subsidiary company i.e. Mykindasite International Private Limited along with Malvern Trading Private Limited subject to No Objection Certificate of Stock Exchanges and approval of High Court from the appointed date 1st April, 2011.

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 Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE292C01011.

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of he Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY:

The affairs of the subsidiary company namely Mykindasite International Private Limited lias been reviewed by the directors of your company. Further as required under Section 212 of he Companies Act, 1956, the Annual Report for the Financial Year 2010 - 2011 also includes the Accounts for the year ended 3151 March, 2011 of the subsidiary company.

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 and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited, Mumbai and Cochin Stock Exchange Limited, Cochin.

PARTICULARS REGARDS CONSERVATION OF ENERGY. TECHNOLOGY OITI_ ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT;

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni

Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. Ill,

21, NEW MARINE LINES,

MUMBAI-400 020.

DATE :31st MAY, 2011.

---

Mar 31, 2010

DIRECTORS' REPORT TO THE SHAREHOLDERS

The Directors have great pleasure in presenting their Sixteenth Annual Report together with the Audited accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS: Year ended Year ended 31.03.2010 31.03.2009 Rupees Rupees

Sales and Other Income 8,26,598 1,03,000

Profit/(Loss) before tax 5,07,878 (69,933)

Add : Prior period tax 8,310 -

Profit/(Loss) after tax 5,16,188 (69,933)

Add/(Less): Balance brought forward from Previous Year (1,51,17,394) (1,50,47,461)

Balance carried to Balance Sheet (1,46,01,206) 1,51,17,394)

OPERATIONS :

During the year the company has achieved total income of Rs.8.27 lacs as against Rs. 1.03 lacs in the previous year. The company has also earned a profit after tax of Rs.5.16 lacs as against a loss of Rs.0.70 lacs in the previous year. Your Directors are hopeful to achieve the belter result in the current year.

DIVIDEND:

Due to carry forward losses, your Directors do not recommend any dividend for the year ended March 31, 2010.

FIXED DEPOSITS :

Your Company has not accepted any deposit during the year within the meaning of section 58A of the Companies Act, 1956 from Public and the rules made there under.

CHANGE IN MANAGEMENT AND BOARD OF DIRECTORS :

Due to change in management, there will be no Director to retire by rotation as all the Directors were appointed on 24th September, 2009 and the management is taken over by the new Board, as a result all the previous Directors namely Manoharlal Manchandani. Mr. Devraj S. Shetty, Mr. Vidur Raj Bhalla has been resigned from the company w.e.f. 24th September, 2009 and Mr. George Thomas, Mr. Dharmendra Praful Vakharia resigned from the board on 31st May, 2010. Your board places its appreciations for the services rendered by them during the tenure of directorship.

It is proposed to appoint Mr. Krishan Kumar Rathi, Mr. Rajesh Srinivas Nawathe and Mrs. Renu M. Soni as regular Directors of the Company. Necessary Resolutions are placed in the Notice calling Annual General Meeting.

DIRECTORS RESPONSIBILITY STATEMENT :

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures ;

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made 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 year:

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The annual accounts have been prepared on a going concern basis.

AUDITORS :

M/s. Sampat Mehta & Associates. Chartered Accountants. Auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, it re-appointed. The Company has received a certificate from them that they are qualified under section 224 (I) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending-31st March, 2011 as set out in the Notice convening the Meeting.

AUDITORS' OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts given in Schedule "R" which are self explanatory and. therefore, do not call for any further comments.

AUDIT COMMITTEE :

In accordance with the provisions of the Listing Agreement and Companies Act, 1956, the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

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 Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISINNo. INE292C0I011.

Shareholder's therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [ DPs ] with whom they have their Demat Accounts for getting their holdings in electronic form.

CORPORATE GOVERNANCE :

Your company continued to practice good governance as set out by the Securities & Exchange Board of India. In addition to the basic governance issues, the Board laid a strong emphasis on transparency, accountability and integrity. The detailed report on compliance of Corporate Governance and Management Discussion Analysis as stipulated in Clause 49 of the Listing Agreement is enclosed and form part of this Report.

SUBSIDIARY COMPANY :

The affairs of the subsidiary company namely Mykindasite International Private limited has been reviewed by the directors of your company. Further as required under Section 212 of the Companies Act, 1956, the Annual Report for the financial Year 2009 - 2010 also includes the Accounts for the year ended 31st March, 2010 of the subsidiary company.

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 and Senior Management Personnel of the company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

LISTING :

The company has listed its Equity Shares on Bombay Stock Exchange Limited. Mumbai.

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

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies ( Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the company as the company is not engaged in manufacturing activities.

PARTICULARS OF EMPLOYEES :

None of the employees of the company came within the purview of the information required U/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

ACKNOWLEDGMENT :

The Directors wish to convey their appreciation to the company's shareholders, customers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

For and on behalf of the Board

For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Renu M. Soni

Director

REGISTERED OFFICE :

308, MAKER BHAWAN NO. III, 21, NEW MARINE LINES, MUMBAI-400 020.

DATE : 31st MAY, 2010.