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Omega Interactive Technologies Ltd. Proxy Solicitation & Information Statement 2025

Dec 26, 2025

63082_rns_2025-12-26_b679336b-2847-4808-80bb-8c016b7dadfa.pdf

Proxy Solicitation & Information Statement

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NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the members and shareholders of M/s. OMEGA INTERACTIVE TECHNOLOGIES LIMITED will be held on Monday, January 19, 2026 at 03:00 P.M (IST), through Video Conferencing (VC) / Other Audio Visual Means (OAVM) to transact following business.

Special Businesses:

1. TO CONSIDER AND APPROVE SPLIT OF SHARES COMPANY FROM THE FACE VALUE OF RS. 10/- (RUPEES TEN ONLY) INTO FACE VALUE OF RS. 1/- (RUPEES ONE ONLY) PER EQUITY SHARE:

To consider and if thought fit, to pass with or without modification (s), the following Resolution (s) as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 61(1)(d) and 64 of the Companies Act, 2013 read with Rule 15 of the Companies (Share Capital & Debentures) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules made there under (including any amendment(s), statutory modification(s) or re-enactment(s), variation(s) thereof, for the time being in force) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to the authorization in the Articles of Association of the Company, the consent of the members of the Company be and is hereby accorded for the sub-division of each of the Equity Share of the Company having a face value of Rs. 10/- (Rupees Ten Only) each in the Equity Share Capital of the Company sub-divided into 1 (One) Equity Share having a face value of Rs. 1/- (Rupees One Only) each ("Sub-division").

"RESOLVED FURTHER THAT pursuant to the sub-division of the equity shares of the Company, all the issued, subscribed and paid-up equity shares of face value of Rs. 10/- (Rupees Ten Only) each of the Company existing on the record date to be fixed by the Company shall stand sub-divided into equity shares of face value of Rs. 1/- (Rupees One Only) each fully paid up, without altering the aggregate amount of such capital and shall rank pari passu in all respects with the existing fully paid equity share of Rs. 10/- each of the company.

RESOLVED FURTHER THAT upon sub-division of equity shares as aforesaid, the existing share certificate(s) in relation to the existing equity shares of the face value of Rs. 10/- (Rupees Ten Only) each held in physical form, if any, shall be deemed to have been automatically cancelled and to be of no effect on and from the "Record Date" to be fixed by the Company and Company may without requiring the surrender of existing share certificate(s) directly issue and dispatch the new share certificate(s) of the company, in lieu thereof, subject to the provisions of the Companies (Share Capital and Debentures) Rules, 2014 and in the case of members who hold the equity shares/opt to receive the sub-divided equity shares in dematerialized form, the sub-divided equity shares of face value of Rs. 1/- (Rupees One Only) each shall be credited to the respective beneficiary account of the members with their respective depository participants in lieu of the existing credits representing the Equity Shares of the Company before Sub-division.

RESOLVED FURTHTER THAT the Board of Directors of the Company ("the Board") (which expression shall also include a duly authorized Committee thereof) be and is hereby authorized to take such steps as may be necessary for obtaining approvals, statutory, contractual or otherwise in relation to the above and to settle all matters arising out of and incidental thereto and to accept and make any alteration(s), modification(s) to the

) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

terms and conditions as they may deem necessary, concerning any aspect of the subdivision of Equity Shares including but not limited to fixing record date, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any question, difficulty or doubt that may arise in this regard and to execute all deeds, applications, documents and writings that may be required, on behalf of the company and generally to do all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, proper, expedient, usual or proper in relation to or in connection with or for matters in relation / consequential to the sub-division of Equity Shares including execution and filing of all the relevant applications, writings, deeds and documents with the Stock Exchange(s) where the shares of the Company are listed, Depositories and other appropriate authorities, in due compliance of the applicable rules and regulations, without seeking any further consent or approval of the Members or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this Resolution."

2. CONSIDERED AND APPROVED SHIFTING OF REGISTERED OFFICE FROM MAHARASHTRA TO GUJARAT AND CONSEQUENT CHANGES IN MEMORANDUM OF ASSOCIATION OF THE COMPANY.

To consider and if thought fit, to pass the following Resolution as a Special Resolution:

"RESOLVED THAT pursuant to section 12, 13(4) read with Rule 30 of Companies (Incorporation) Rules, 2014 and any other applicable provisions, if any, of the Companies Act, 2013 and subject to approval of the Regional Director and such other approvals, permissions and sanctions as may be necessary, approval of the Members of the Company be and is hereby accorded to shift the Registered Office of the company from Maharashtra to the Gujarat and that Clause Il of the Memorandum of Association be altered by substituting the words "State of Gujarat" in place of "State of Maharashtra" and accordingly clause Il of the Memorandum of Association be substituted by the following clause: Il. The Registered office of the Company will be situated in the "State of Guijarat".

II. The Registered office of the Company will be situated in the "State of Gujarat".

RESOLVED FURTHER THAT any of the Directors of the Company be and are hereby jointly or severally authorized to file petition(s) and/or application along with other required documents, affidavits, vakalatnamas, papers, powers of attorneys etc., before the Hon'ble Office of Regional Director and are also hereby severally or jointly authorized to file necessary documents with the Registrar of Companies "State of Gujarat" for giving effect to these resolutions and also to do such acts, deeds and things as may be necessary in this regards, whether ancillary or incidental thereto."

RESOLVED FURTHER THAT the aforesaid resolution becoming effective, the Registered office of the Company be shifted from Maharashtra to the Gujarat, and that the Board of Directors of the Company be and is hereby authorized to decide, fix and finalize the place of registered office of the Company in the "State of Gujarat."

"RESOLVED FURTHER THAT Mr. Abhishek Chhajed, a Practicing Company Secretary, Ahmedabad be and is hereby authorized to appear for and represent the Company before the office of Regional Director, Maharashtra and such other authority, as may be required and also to do such acts, deeds and things as may be necessary in this regards, whether ancillary or incidental thereto."

Date: 26.12.2025 By order of the Board, Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/- DINESHKUMAR DHARAMKUMAR SABNANI MANAGING DIRECTOR DIN: 10840546

CIN: 57120MH 1994PLC0TT2 14

OMEGA INTERACTIVE TECHNOLOGIES LIMITED

IMPORTANT NOTES:

    1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, in respect of Special Businesses in the Notice is annexed.
    1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.
    1. The Members can join the EGM in the VC/OAVM mode 15 minutes before and after the Scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the EGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.
    1. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
    1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020, December 14, 2021 and May 05, 2022 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the EGM will be provided by NSDL.
    1. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April 13, 2020, the Notice calling the EGM has been uploaded on the website of the Company at https://omegainteractive.in The Notice can also be accessed from the websites of the Stock Exchanges i.e. Bombay Stock Exchange Limited at https://www.bseindia.com/respectively and the EGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.
    1. EGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 17/2020 dated April 13, 2020, MCA Circular No. 20/2020 dated May 05, 2020, MCA Circular No. 2/2021 dated January 13, 2021, MCA Circular No. 21/2021 dated December 14, 2021 and MCA Circular No. 2/2022 dated May 05, 2022.

CIN: L67120MH 1994PLC077214

Office: E-308, Crystal Plaza, New Link Road, ncheri (W), Mumbai - 400053, Maharashtra India Tel. No. 022-68322609.

GD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

  1. Members holding shares in the dematerialized mode are requested to intimate all changes with respect to their bank details, ECS mandate, nomination, power of attorney, change of address, change in name, etc, to their Depository Participant (DP). These changes will be automatically reflected in the Company's records, which will help the Company to provide efficient and better service to the Members. Members holding shares in physical form are requested to intimate the changes to the Registrar & Share Transfer Agents of the Company (RTA) at its following address:

MUFG INTIME INDIA PRIVATE LIMITED (Formerly Link Intime India Private Limited), C 101, Embassy 247, L BS Marg, Vikhroli (West), Mumbai,400083-. Email id: [email protected]

    1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their demat accounts and members holding shares in physical form to the Company / RTA.
    1. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred/ traded only in dematerialized form with effect from 1st April, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized
    1. Members are requested to quote their Folio No. or DP ID/ Client ID, in case shares are in physical / dematerialized form, as the case may be, in all correspondence with the Company / Registrar and Share Transfer Agent.
    1. Pursuant to the requirement of Regulation 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by The Institute of Company Secretaries of India, the brief profile/particulars of the Directors of the Company seeking their appointment or re-appointment at the EGM are stated at the end of the Explanatory Statement annexed hereto.
    1. As the EGM is being held through VC/ OAVM, Members seeking any information with regard to the accounts or any documents, are requested to write to the Company at least 10 days before the date of EGM through email on [email protected] The same will be replied / made available by the Company suitably.
    1. The business set out in the Notice of EGM will be transacted through electronic voting system and the Company is providing facility for voting by electronic means. Instructions and other information relating to e-voting are given at Note of this Notice.
    1. Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
    1. In case of joint holders attending the EGM, only such joint holder who is higher in the order of names will be entitled to vote.
    1. The Members can join the EGM in the VC/ OAVM mode 15 minutes before and after the Scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. Instructions and other information for members for attending the EGM through VC/OAVM are

OD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

given in this Notice.

  1. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is send through e-mail and holding shares as of the cut-off date i.e. December 19, 2025, may obtain the login ID and password by sending a request at [email protected] or Issuer/RTA. However, if you are already registered with NSDL for remote e-voting, then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" or "Physical User Reset Password" option available on www.evoting.nsdl.com or callon toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. December 19, 2025 may follow steps mentioned in the Notice of the EGM under "Access to NSDL e-Voting system.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE AS UNDER: -

The remote e-voting period begins at 9.00 a.m. on Friday, January 16, 2026 and ends at 5:00 p.m. on Sunday, January 18, 2026. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Monday, January 12, 2026 may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Monday, January 12, 2026.

How do | vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-Voting system

A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders Login Method
Individual 1. Existing IDeAS user can visit the e-Services website of NSDL Viz.
Shareholders
holding
https://eservices.nsdl.com either on a Personal Computer or on a
demat
securities
in
home
mobile.
On the e-Services
page click on the "Beneficial
mode with NSDL. Owner"
under 'IDeAS'
under
"Login"
which
available
icon
is
section , this will prompt you to enter your existing User ID and
Password. After successful authentication, you will be able to see
e-Voting services under Value added services. Click on "Access to
e-Voting" under e-Voting services and you will be able to see e
Voting page. Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting website of NSDL
for casting your vote during the remote e-Voting period If you are
not registered for IDeAS e-Services, option to register is available
at https://eservices.nsdl.com.
Select "Register Online for IDeAS
Portal"
or
click
at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
Visit the e-Voting website of NSDL. Open web browser by typing
https://www.evoting.nsdl.com/ either on a
the following
URL:
Personal Computer or on a mobile. Once the home page of e
Voting system
which is
launched,
click on the icon "Login"
is
available under 'Shareholder/Member' section. A new screen will
open. You will have to enter your User ID (i.e. your sixteen digit
demat account number hold with NSDL),
Password/OTP and a
shown
Code
successful
Verification
screen.
the
After
on
as
NSDL Depository site
authentication, you
redirected to
will be
wherein you can see e-Voting page. Click on company name or e
Voting service provider i.e. NSDL and you will be redirected to e
Voting website of NSDL for casting your vote during the remote e
Voting period.
Shareholders/Members
download
NSDL
Mobile
App
can
also
"NSDL Speede" facility by scanning the QR code mentioned below
for seamless voting experience.

OMEGA INTERACTIVE TECHNOLOGIES LIMITED

NSDL Mobile App is available on
Google Play
App Store
Individual
Shareholders
holding
securities
demat
in
mode with CDSL
Users who have opted for CDSL Easi / Easiest facility, can login
1.
through their existing user id and password. Option will be made
available to reach e-Voting page without any further
authentication. The users to login Easi / Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon &
New System Myeasi Tab and then user your existing my easi
username & password.
After successful login the Easi / Easiest user will be able to see the
2.
e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On clicking
the evoting option, the user will be able to see e-Voting page of
the e-Voting service provider for casting your vote during the
remote e-Voting period. Additionally, there is also links provided
to access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers' website directly.
If the user is not registered for Easi/Easiest, option to register is
3.
available at CDSL website www.cdslindia.com and click on login &
New System Myeasi Tab and then click on registration option.
Alternatively, the user can directly access e-Voting page by
4.
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-Voting Service Providers.

CIN: L67120MH 1994PLC077214

C Tel. No. 022-68322609

  • Regd Office: E-308, Crystal Plaza, New Link Road,
    Ancheri (W), Mumbai 400053, Maharashtra India
  • 通 Website: www.omegainteractive.net
  • Email Id: [email protected]

Q OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Individual
Shareholders
securities
in
login credentials of your demat account
You
can also
using the
login
with NSDL/CDSL for e
(holding through your Depository Participant
registered
demat Voting facility. upon logging in, you will be able to see e-Voting option.
mode)
login
their
participants
through Click on e-Voting option, you will be redirected to NSDL/CDSL Depository
depository site after successful authentication, wherein you can see e-Voting feature.
Click on company name or e-Voting service provideri.e. NSDL and you will
be redirected to e-Voting website of NSDL for casting your vote during the
remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
related to login through Depository i.e. NSDL and CDSL.
Login type Helpdesk details
securities in demat mode with by sending a request at
NSDL
Individual Shareholders holding Members facing any technical issue in login can contact NSDL helpdesk
[email protected] call at toll free no.: 022 -
4886 7000 and 022 - 2499 7000
Individual Shareholders holding Members facing any technical issue in login can contact CDSL helpdesk
securities in demat mode with by sending a request at [email protected] or contact at
CDSL 180022 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

    1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
    1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
    1. Anew screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

  1. Your User ID details are given below :

Manner of holding shares i.e. Demat
(NSDL or CDSL) or Physical
Your User ID is:
a) For Members who hold shares in demat
account with NSDL.
8 Character DP ID followed by 8 Digit Client ID
For example if your DP ID is IN300 and Client ID is
12
then your user ID is IN30O 12**,
b) For Members who hold shares in demat
account with CDSL.
12%**
16 Digit Beneficiary ID
12%

For example if your Beneficiary 1D is
¥ xkkxk %
¥k kkaidx
then your user [D is
c) For Members holding shares in Physical
Form.
EVEN Number * followed by Folio Number
registered with the company
For example if folio number is 001
* and EVEN is
101456 then user ID is 101456001 ***
    1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • How to retrieve your 'initial password'?
    • (i) If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
    1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?"(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
  • <) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
  • d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
    1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
    1. Now, you will have to click on "Login" button.

) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

9. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

    1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle and General Meeting is in active status.
    1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on "VC/OAVM" link placed under "Join General Meeting".
  • Now you are ready for e-Voting as the Voting page opens.
    1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted. 7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote. ke i
  • Upon confirmation, the message "Vote cast successfully" will be displayed.
    1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

General Guidelines for shareholders

    1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to [email protected] Please mention the e-mail ID of Scrutinizer> with a copy marked to [email protected].
    1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
    1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and evoting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to (Name of NSDL Official) at [email protected]

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice:

    1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to (Company email id).
    1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (selfattested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to (Company email id). If you are an Individual shareholder holding securities in demat mode, you are

) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

    1. Alternatively shareholder/members may send a request to [email protected] procuring user id and password for e-voting by providing above mentioned documents.
    1. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE EGM/AGM ARE AS UNDER:-

    1. The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for remote e-voting.
    1. Only those Members/ shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e- Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the EGM.
    1. Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.
    1. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the EGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE EGM/AGM THROUGH VC/OAVM ARE AS UNDER:

    1. Member will be provided with a facility to attend the EGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful login, you can see link of "VC/OAVM link" placed under "Join General meeting" menu against company name. You are requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.
    1. Members are encouraged to join the Meeting through Laptops for better experience.
    1. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
    1. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
    1. Shareholders who would like to express their views/have questions may send their questions in

advance mentioning their name demat account number/folio number, email id, mobile number at [email protected]. The same will be replied by the company suitably.

Date: 26.12.2025 By order of the Board, Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/- DINESHKUMAR DHARAMKUMAR SABNANI MANAGING DIRECTOR DIN: 10840546

CIN: 57120MH 1994PLC0TT2 14

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

(Pursuant to Section 102(1) of the Companies Act, 2013 and Secretarial Standard 2 on General Meetings)

ITEM NO. 1: TO CONSIDER AND APPROVE SPLIT OF SHARES.

The Board have approved the Sub-division of the face value and paid-up value of (Authorised, Issued, Subscribed and Paid-Up) of the Company from 1 (One) equity shares of Rs. 10/- (Rupees Ten Only) each into 1(One) equity shares of Rs. 1/- (Rupees One Only) each.

Accordingly, each Equity Share of the Company of the face value Rs. 10/- each existing on the Record Date, shall stand subdivided into 1(One) Equity share of the face value of Rs. 1/- each. The Record Date for the aforesaid Sub-division of Equity shares will be fixed after the approval of shareholders is obtained, pursuant to this EGM Notice.

Upon approval of the shareholders for sub-division of equity shares, the sub-divided equity shares will be directly credited to the shareholder's demat account on the record date in lieu of their existing equity shares. Accordingly, the Board recommends passing the Resolution set out in Item No. 1 of the accompanying Notice as to an Ordinary Resolution.

Pursuant to Section 102 of Companies Act, 2013, the Board of Directors of the Company do and hereby confirm that none of its Directors, Key Managerial Personnel and relatives thereof are interested, financially or otherwise, in the aforesaid resolution, except to the extent of their respective shareholding, if any, in the Company.

None of the Directors or Key Managerial Personnel of the Company, or their relatives, are, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding in the Company.

ITEM NO.2: SHIFTING OF REGISTERED OFFICE FROM MAHARASHTRA TO GUJARAT AND CONSEQUENT CHANGES IN MEMORANDUM OF ASSOCIATION OF THE COMPANY.

Pursuant to Section 102 of the Companies Act, 2013, the Board of Directors of the Company, at its meeting held on December 08, 2025, approved the proposal to shift the Registered Office of the Company from the State of Maharashtra to the State of Gujarat. The relocation is proposed to insert purpose, e.g., facilitate better business operations, strategic location advantages, proximity to customers/suppliers, etc.

As per Section 12 and other applicable provisions of the Companies Act, 2013, shifting the Registered Office from one state to another requires approval of the shareholders through a special resolution and consequential amendment to the Memorandum of Association to reflect the new location of the Registered Office.

Consequential Amendment to Memorandum of Association:

Clause II - Registered Office:

Existing: "The Registered Office of the Company will be situated in the State of Maharashtra." Proposed: "The Registered Office of the Company will be situated in the State of Gujarat."

The Board of Directors is of the opinion that the proposed shift and consequent amendment in the Memorandum of Association is in the best interest of the Company and its stakeholders.

None of the Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested, financially or otherwise, in the said resolution.

Date: 26.12.2025 Place: Mumbai

By order of the Board, OMEGA INTERACTIVE TECHNOLOGIES LIMITED

$Sd/-$ DINESHKUMAR DHARAMKUMAR SABNANI MANAGING DIRECTOR DIN: 10840546

CIN: L67120MH1994PLC077214

d'Office : E-308, Crystal Plaza, New Link Road, cheri (W), Mumbai - 400053, Maharashtra India Tel. No. 022-68322609

Website: www.omegainteractive.net

Email Id: [email protected]