Omega Interactive Technologies Ltd. — Proxy Solicitation & Information Statement 2025

Aug 28, 2025

August 28, 2025

To The Chief General Manager Listing Operation, BSE Limited, 20th Floor, P.J.Towers, Dalal Street, Mumbai - 400 001

BSE Scrip Code - 511644

Dear Sir/Madam,

Subject: Corrigendum to the Notice of the Extra-Ordinary General Meeting.

The Company had informed the Stock Exchange regarding the Extra-Ordinary General Meeting ("EGM") of the Shareholders of OMEGA INTERACTIVE TECHNOLOGIES LIMITED which is being convened on Monday, September 01, 2025, at 02:00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means (OAVM).

The Notice of EGM dated August 08, 2025 was dispatched to the Shareholders of the Company on August 08, 2025, in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively.

This is to inform you that a Corrigendum to the EGM Notice has been issued to the Shareholders of the Company on August 08, 2025 ("Corrigendum") to give notice to provide additional details as mentioned herein. The Corrigendum shall form an integral part of the EGM Notice, which has already been circulated to the Shareholders of the Company, and on and from the date hereof, the EGM Notice shall always be read in conjunction with this Corrigendum.

A copy of the Corrigendum is enclosed herewith for your reference and records.

Thanking you,

Yours sincerely, For OMEGA INTERACTIVE TECHNOLOGIES LIMITED

DINESH SABNANI Digitally signed by DINESH SABNANI Date: 2025.08.28 13:01:58 +05'30'

DINESHKUMAR DHARAMKUMAR SABNANI Director DIN: 10840546 Encl. As Above

CIN: 57120MH 1994PLC0772 14

CORRIGENDUM / ADDENDUM TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting (EGM) of the Shareholders of OMEGA INTERACTIVE TECHNOLOGIES LIMITED will be held on Monday, September 01, 2025, at 02:00 p.m. IST through Video Conferencing ("VC") / Other Audio Visual Means (OAVM). The Notice of the EGM dated August 08, 2025 ("EGM Notice") was dispatched to the Shareholders of the Company on August 08, 2025, in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by the Ministry of Corporate Affairs and Securities Exchange Board of India, respectively. We draw the attention of all the members of the Company towards the said EGM Notice.

Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the EGM Notice. This Corrigendum is being issued to give notice to provide additional details as mentioned herein and pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Item No.3

We draw the attention of all the members of the Company that the board of directors inserted one additional table as disclosure in the explanatory statement vide point number xi - Post Issue % of shares that may be held by proposed allottees. The Revised Resolution for this issue and revised explanatory statement are mentioned below:

SPECIAL BUSINESS

1. TO CONSIDER AND APPROVE ISSUANCE AND ALLOTMENT UPTO 92,00,000 FULLY CONVERTIBLE EQUITY 'WARRANTS OF THE COMPANY IN ONE OR MORE TRANCHES BY WAY OF PREFERENTIAL BASIS:

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

"RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (the "Act"), the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations"), as amended from time to time, the listing agreements entered into by the Company with BSE Limited (the "Stock Exchange") on which the equity shares of the Company having face value of Re. 10 each ("Equity Shares") are listed, and subject to any other rules, regulations, guidelines, notifications, circulars and clarifications issued thereunder from time to time by the Ministry of Corporate Affairs, the Securities and Exchange Board of India ("SEBI') and/or any other competent authorities (hereinafter referred to as "Applicable Regulatory Authorities") from time to time to the extent applicable and the enabling provisions of the Memorandum of Association and Articles of Association of the Company, and subject to such approvals, consents and permissions as may be necessary or required , the consent and approval of the Members of the Company ("Members") be and is hereby accorded to the Board of Directors of the company to create, issue, offer and allot up to 92,00,000 Fully Convertible Equity Warrants at issue price of Rs 103.50 per Convertible Equity Warrant including premium of Rs. 93.50/- per Convertible Equity Warrant aggregating upto Rs 95,22,00,000/- (Ninety-Five Crore twenty- Two Lakhs only) or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations, convertible into equivalent number of fully paid up equity share of the company of face value of Re. 10/~ (Rupees Ten Only) at an option of the proposed Allottees, within a maximum period of 18 months from the date of allotment of warrants to specified investors, on a preferential basis ("Preferential Issue"), and on such terms and

Q OMEGA INTERACTIVE TECHNOLOGIES LIMITED

conditions as may be determined by the Board, to the following persons ("Proposed Allottees Non-Promoter/Public) as detailed below:

Sr. No.	Name of Proposed Allottee	No. of Equity Warrant proposed to be issued	Category
1.	KUNJIT MAHESHBHAI PATEL	27,00,000	Public - Non -Institutional - Resident Individual
2.	THAKOR NAYANA CHANDUBHAI	27,00,000	Public - Non -Institutional - Resident Individual
3.	AMIT PUNAMCHAND PARMAR	1,00,000	Public - Non -Institutional - Resident Individual
4.	BIDISHA MAHANTY	50,000	Public - Non -Institutional - Resident Individual
5.	KURESHI NUZHAT MOHD AARIZ	25,000	Public - Non -Institutional - Resident Individual
6.	KUSHANG SURENDRAKUMAR THAKKAR	2,00,000	Public - Non -Institutional - Resident Individual
7.	NILESH HIRJI KARANI	1,00,000	Public - Non -Institutional - Resident Individual
8.	JITESH JOITARAM PATEL	25,000	Public - Non -Institutional - Resident Individual
9.	VEGDA ARVIND V	10,000	Public - Non -Institutional - Resident Individual
10.	SHARMA RITU ASHOKBHAI	10,000	Public - Non -Institutional - Resident Individual
11.	DOXTREC TRADE PRIVATE LIMITED	24,25,000	Public - Non -Institutional - Body corporate
12.	NIDHISH SUMANKUMAR PATEL	1,00,000	Public - Non -Institutional - Resident Individual
13.	ARATI SURYAKANT SHAH	25,000	Public - Non -Institutional - Resident Individual
14.	JINANSHI CONSULTANCY PRIVATE LIMITED	1,00,000	Public - Non -Institutional - Body corporate
15.	PRADEEP KUMAR DAGA	20,000	Public - Non -Institutional - Resident Individual
16.	SAMRUDDHI DILIP LUNAWAT	5,000	Public - Non -Institutional - Resident Individual
17.	PARTH H KUNWAR	2,35,000	Public - Non -Institutional - Resident Individual
18.	ANUJ SHYAMLALJI AGRAWAL	2,00,000	Public - Non -Institutional - Resident Individual
19.	SACHIN AGRAWAL	1,45,000	Public - Non -Institutional - Resident Individual
20.	SOLANKI MITESH MILANBHAI	25,000	Public - Non -Institutional - Resident Individual
	TOTAL	92,00,000

RESOLVED FURTHER THAT in terms of the provisions of Chapter V of the SEBI ICDR Regulations, the relevant date for determining the floor price for the Preferential Issue of the warrant is Friday, 01 August, 2025 ("Relevant Date") being the date 30 days prior to the date on which this resolution shall be considered to be passed.

) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

RESOLVED FURTHER THAT without prejudice to the generality of the above Resolution, the issue of the Equity Warrant convertible into Equity Shares under the Preferential Issue shall be subject to the following terms and conditions apart from others as prescribed under applicable laws:

• a) Each Warrant held by the proposed allottee shall entitle each of them to apply for and obtain allotment of 1 (One) Equity Share of the face value of Re. 10/- (Rupees Ten Only). The Equity Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.
• b) The proposed Equity Warrant allottees shall, on the date of allotment of Equity Warrants, pay an amount equivalent to at least 25% of the warrant issue price shall be payable upfront along with the application and the balance 75% shall be payable by the Proposed Allottee on the exercise of option of conversion of the warrant(s).
• The Proposed Allottee shall pay the consideration of Equity Warrants convertible into equity shares to the company from its respective bank account and in case of joint holders the consideration shall be paid from the bank account of person whose name appears first in the application.
• d) the Equity Shares proposed to be allotted pursuant to the conversion of these Equity Warrants shall be under lock in for such period as may be prescribed under SEBI ICDR Regulations.
• e) The Convertible Equity Warrants so allotted under this resolution shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI ICDR Regulations except to the extent and in the manner permitted there under.
• The Convertible Equity Warrants shall be allotted to the proposed allottee within a period of 15 days from the date of passing of the special resolution by the Members, provided that where the allotment of Convertible Equity Warrants is subject to receipt of any approval or permission from any regulatory authority or Government of India, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.
• The Convertible Equity Warrant holder may apply for the conversion of the outstanding Convertible Warrants into equity shares of the Company within 18 (eighteen) months from the date of allotment of the Equity Warrants on the payment of the specified consideration against each warrant.
• h) In the event the Equity Warrant Holder(s) Equity do not exercise Warrants within the Equity Warrant Exercise Period (i.e 18 months from the date of allotment of Equity Warrants), the Equity Warrants shall lapse and the amount paid shall stand forfeited by the Company.
• The issue of Equity shares on account of exercise option by proposed allottee shall rank pari passu with the existing paid-up equity shares of the company.
• The issue of Equity Warrants arising from the exercise of the Equity Warrants shall be governed by the regulations and guidelines issued by SEBI or any other statutory authority as the case may be or any modifications thereof.
• The Equity Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder(s) any voting rights in the Company in respect of such Equity Warrants.
• The price determined above and the number of Equity Shares to be allotted on exercise of the Equity Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as

applicable from time to time.

m) The Equity Shares arising from the exercise of the Equity Warrants will be listed on the Stock Exchanges subject to the receipt of necessary regulatory permissions and approvals as the case may be.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of Directors of the company, be and are hereby authorised to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient, including without limitation, issuing clarifications, resolving all questions of doubt, effecting any modifications or changes to the foregoing (including modification to the terms of the issue), entering into contracts, arrangements, agreements, documents (including for appointment of agencies, intermediaries and advisors for the Preferential Issue) and to authorize all such persons as may be necessary, in connection therewith and incidental thereto as the Board in its absolute discretion shall deem fit without being required to seek any fresh approval of the Members and to settle all questions, difficulties or doubts that may arise in regard to the offer, issue and allotment of the warrants convertible into equity shares and listing thereof with the Stock Exchanges as appropriate and utilisation of proceeds of the Preferential Issue, take all other steps which may be incidental, consequential, relevant or ancillary in this connection and to effect any modification to the foregoing and the decision of the Board shall be final and conclusive.

RESOLVED FURTHER THAT any Board of Directors of the company be and are hereby authorized to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any committee of the Board or any one or more Director(s)/ Company Secretary/any Officer(s) of the Company to give effect to the aforesaid resolution"

Date: 28.08.2025 By order of the Board, Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/- DINESHKUMAR DHARAMKUMAR SABNANI DIRECTOR DIN: 10840546

EXPLANATORY STATEMENT

(PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013)

As required by Section 102 of the Companies Act, 2013 (the "Act") and the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations"), the following Explanatory Statement sets out all material facts relating to the business mentioned under Item No.2 of the accompanying Notice:

ITEM NO. 3: TO ISSUE AND ALLOTMENT UPTO 92,00,000 FULLY CONVERTIBLE EQUITY WARRANTS OF THE COMPANY IN ONE OR MORE TRANCHES BY WAY OF PREFERENTIAL BASIS.

In accordance with Sections 23(1)(b), 42 and 62(1)(c) and other applicable provisions of the Companies Act, 2013 (the "Act") and the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014 and other applicable rules made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force) and in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (the "SEBI ICDR Regulations") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), as amended from time to time, approval of shareholders of the Company by way of special resolution is required to issue of 92,00,000 Convertible Equity Warrants by way of preferential basis to allottees ("Proposed Allottees") at an issue price of Rs. 103.50/- per warrant ("Issue Price") or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations.

It may be noted that;

• 1. All equity shares of the Company are already made fully paid up as on date.
• 1. The current holding of Proposed Allottees in the Paid-up equity share capital of the Company is as follows:

sr. No.	2;::;' Proposed	Category	No. of Equity Held	% of equity Sharesalready shares held by proposed allottee	Ultimate Beneficial Owner
1.	Kunjit Maheshbhai Patel Public	Non - Institutional - ! Resident Individual	NIL	-	Not Applicable
2.	Thakor Chandubhai	Nayana Public Non- - Institutional - Resident Individual	NIL	-	Not Aoplcable PP
3.	Punamchand Public Amit Parmar	Non- - Institutional - ! Resident Individual	NIL	-	Not © Applicable
4.	Bidisha Mahanty	Non- Public - Institutional - ! Resident Individual	NIL	-	Not Applicable
5.	Kureshi Nuzhat Mohd Public Aariz	Non- - Institutional - ! Resident Individual	NIL	-	Not © Applicable
6.	Kushang Surendrakumar Public	Non- -	NIL	-	Not

02 OMEGA INTERACTIVE TECHNOLOGIES LIMITED

	Thakkar	Institutional -			Applicable
		Resident Individual
7.	Nilesh Hirji Karani	Non- Public -			Not
		Institutional -	NIL	-	v Applicable
		! Resident Individual
8.	Jitesh Joitaram Patel	Non- Public -			Not
		Inst_ltutlonal_ ) -	NIL	-	Applicable
		Resident Individual
9.	Vegda Arvind V	Non- Public -			Not
		Institutional -	NIL	-	Aoplcable
		Resident Individual			PP
10.	Sharma Ritu Ashokbhai	Non- Public -			Not
		Institutional - !	NIL	-	'© Applicable
		Resident Individual
11	Doxtrec Trade Private Public	Non -			Sunil Bhai
	Limited	Institutional - Body	NIL	-	Dhanak
		corporate
12.	Sumankumar Public Nidhish	Non- -			Not
	Patel	Institutional - !	NIL	-	'© Applicable
	Arati Suryakant Shah	Resident Individual Non-			Not
13.		Public - Institutional	NIL		©
		- ! Resident Individual		-	Applicable
14.	Consultancy Public Jinanshi	Non -			Anandraj
	Private Limited	Institutional - Body			Prakashchand
		corporate	NIL	B	Chhajer
					Shruti Singhvi
15.	Pradeep Kumar Daga	Non- Public -			Not
		Institutional N !	NIL	-	i Applicable
	Samruddhi	Resident Individual Dilip Public Non-
16.	Lunawat	- Institutional	NIL		Not
		- ! Resident Individual		-	'© Applicable
	Parth H Kunwar	Non- Public			Not
17.		- Inst_ltutlonal_ )	NIL		Applicable
		- Resident Individual		-
18.	Anuj Shyamlalji Agrawal Public	P Non- -
		Institutional -	NIL	-	Not Applicable
		Resident Individual			PP
19.	Sachin Agrawal	Non- Public -			Not
		- Institutional -	NIL	-	'© Applicable
		! Resident Individual
20.	Solanki	Mitesh Public Non- -
	Milanbhai	Institutional -	NIL	-	Aoplcable
		Resident Individual			PP

CIN: 157120MH 1994PLC0772 14

Note: The current holding of proposed allottees disclosed above is based on the Benpos as on August 01, 2025.

The Company is in compliance with the conditions for continuous listing of equity shares as specified in the listing agreement with the stock exchange where the equity shares of the Company are listed and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015, as amended, and any circular or notification issued by the SEBI thereunder;

The Company has obtained the Permanent Account Numbers of the proposed allottees. In terms of Section 102 of the Act, this Explanatory Statement sets out all the material facts in respect of aforementioned business. As required under Section 42 and 62(1)(c) of the Act read with Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014 and Rule 13 of the Companies (Share Capital and Debentures) Rules, 2014 of Companies Act, 2013 and Chapter V of the SEBI ICDR Regulations, necessary information and details in respect of the proposed Preferential Issue of fully convertible equity warrants are as under:

i) Particulars of the Preferential Issue including date of passing of Board resolution:

The Board of Directors at their meeting held on Saturday, August 02, 2025, subject to the approval of the Members in the EGM and such other approvals as may be required, approved the issuance of up to 92,00,000 Convertible Equity Warrants at issue price of Rs. 103.50/- per Equity Warrant, aggregating up to Rs 95,22,00,000/- (Ninety-Five Crore twenty- Two Lakhs only) or such other price as may be determined in accordance with the provisions of Chapter V of SEBI (ICDR) Regulations for cash consideration to a selected group of persons on a preferential basis.

ii) Kinds of securities offered and the price at which security is being offered and the aggregate amount proposed to be raised:

Up to 92,00,000 Convertible Equity Warrants at an issue price of Rs 103.50/- per Equity Warrant, up to Rs 95,22,00,000/- (Ninety-Five Crore twenty- Two Lakhs only).

Objects of the Preferential Issue:

The proceeds of the Preferential Issue will be utilized for the below mentioned purposes (not necessarily in the same order):

• I For Film production-related expenses —%29.80 crore;
• . For purchase of land for movie studio- 230.00 Crore;
• . For working capital requirements-%20.00 Crore;
• V. For General Corporate Purposes- X15.42 Crore.

iv) The class or classes of persons to whom the allotment is proposed to be made:

The allotment is proposed to be made under the category of Non-Promoters/ Public on Preferential basis

v) Maximum number of specified securities to be issued:

92,00,000 Convertible Equity Warrants.

vi) Relevant Date:

In terms of the provisions of Chapter V of the SEBI ICDR Regulations, relevant date for determining the floor price for the Preferential Issue is Friday, August 01, 2025, being the date 30 days prior to the date of remote e-voting.

CIN: 167120 MH 1994PLC0772 14

• ) 1

vii) Basis on which the price has been arrived at and justification for the price (including premium, if any):

The equity shares of the company are listed on stock exchange (BSE Limited) and are frequently traded in accordance with regulation 164 of the ICDR Regulations and BSE being the Stock Exchange with highest trading volumes for the preceding ninety trading days prior to the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations The floor price of Rs. 103.49/- is determined as per the pricing formula prescribed under the SEBI ICDR Regulations for the preferential issue of convertible warrant and it is higher of the following:

• a. 90 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on BSE preceding the Relevant Date: Rs. 103.49/- per share
• b. 10 Trading Days volume weighted average price (VWAP) of the Equity Shares of the Company quoted on BSE preceding the Relevant Date: Rs. 88.26/- per share
• c. The price determined by the valuation report dated August 02, 2025 issued by CS Abhishek Chhajed, Registered Valuer (IBBI Registration No. IBBI/RV/03/2020/13674): Rs. 103.49/- per share.

The Board proposes to issue the warrant at a price of Rs. 103.50/- per warrant, which is not less than the above floor price determined in accordance with SEBI ICDR Regulations. The Board found it justified considering current scenario of the Company etc.

The Link of valuation reports link is https://omegainteractive.in/investor.

viii) The intent of Promoter(s)/Director(s)/Key Managerial Personnel to subscribe to the offer and contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects:

Promoters of the issuer does not intends to subscribe to the Offer. Further as on the date of this notice the promoters or directors does not intent to contribute for the furtherance of the objects.

ix) Pre and Post Preferential issue Shareholding pattern of the Company

The Equity Warrants are proposed to be allotted to the Non-promoters/Public. Details of shareholding of the Promoters and Non-promoters in the Company, prior to and after the proposed Preferential Issue, are as under:

Category of Investor	Pre-Issue Equity Shares		Post Issue Equity Shares
	Total No. of Shares % Of Total Shares		Total No. of Shares Total	% of Shares
Promoters and Promoter Group Holding
Indian Promoters/Promoter Group		-	-	-
Individuals / HUF	3,12,500	13.73	3,12,500	272
Bodies Corporate	-
Sub Total	3,12,500	13.73	3,12,500	272

CIN: 167120 MH 1994PLC0772 14

• ) 1

) OMEGA INTERACTIVE TECHNOLOGIES LIITED

Foreign Promoters/Promoter Group
Total Shareholding of Promoter and Promotar Group	3,12,500	13.73	3,12,500	272
Non-Promoters shareholding
Mutual Funds	-	-	-	-
Banks / Other FI	%	0.004%	EY	0.001%
Insurance Companies	-	-	-
Flis	-	-	-
Sub Total	%	0.004%	%0	0.001%
Non- Institutions
Bodies Corporate	1,75,072	7.69%	27,00,072	2353%
Resident Indian
Overseas	9,400	0.41%	9,400	0.08%
Resident Individuals	17,24,819	75.77%	83,99,819	73.19%
Resident Ordinary
HUF/APOS/LLP	32,110	1.41%	32,110	0.28%
Clearing Member	320	0.01%	320	0.003%
NRIs	6,965	031%	6,965	0.06%
Foreign Companies	15,000	0.66%	15,000	0.13%
Sub Total	19,63,686	86.27%	1,11,63,686	97.28%
Total Non-Promoters	19,63,776	86.27%	1,11,63,776	97.28%
Shareholding
GRAND TOTAL	22,76,276	100.00%	1,14,76,276	100.00%

Note:

• 1) The Pre-Issue Shareholding Pattern is based on Benpos as on Friday, August 01, 2025.
• 2) *The post-issue shareholding as shown above is calculated assuming full exercise of equity and warrants and consequent allotment of the equity shares of the Company
• 3) The post issue shareholding pattern, in the above table has been prepared on the basis that the proposed allottee(s) will subscribe to all the 92,00,000 Equity Warrants which gets converts into Equity Shares. In the event for any reason, the proposed allottee(s) do not or are unable to subscribe to and/or are not allotted the Equity Shares they intent to do so, the shareholding pattern in the above table would undergo corresponding changes.
• 4) Itis further assumed that shareholding of the Company in all other categories will remain unchanged.

CIN: 67120MH 1994PLC0 D 3 mu

5) The Company will ensure compliance with all applicable laws and regulations including the SEBI ICDR Regulations at the time of allotment of Equity Warrants of the Company.

x) Time frame within which the Preferential Issue shall be completed:

As prescribed under the SEBI ICDR Regulations, 2018 the Equity Warrant convertible into equity shares shall be allotted by the Company within a period of 15 days from the date of passing of this Special Resolution, provided that where the allotment of the proposed Equity warrants convertible into equity shares is pending on account of receipt of any approval or permission from any regulatory or statutory authority, the allotment shall be completed within a period of 15 days from the date of receipt of last of such approvals or permissions.

xi) The percentage of post preferential issue capital that may be held by the allottee(s) and change in control, if any, in the issuer consequent to the preferential issue and Identity of the natural persons who are the ultimate beneficial owners of the Equity Warrants proposed to be allotted and/or who ultimately control the proposed allottees,

Sr. Proposed No Allottee	Category	Ultimate Beneficial Warrants Owners	No. issued	of *Post Preferentia Issue I that be held by be held proposed allottees	Post % shares of shares may that may by propose d allottees	Holding
						Pre- ential al	*Post Prefer Preferenti
1. Kunjit Maheshbhai Patel	Public - Non Institutiona I - Resident Individual		27,00,000	27,00,000	23.53	0	27,00,000
2. Thakor Nayana Chandubhai	Public Non Institutiona I - Resident Individual	- Not - Applicable	27,00,000	27,00,000	23.53	0	27,00,000
3. Amit Punambhai Parmar	Public Non Institutiona I - Resident Individual	- Not - Applicable	1,00,000	1,00,000	0.87	0	1,00,000
4. Bidisha Mahanty	Public Non Institutiona I - Resident Individual	- Not - Applicable	50,000	50,000	0.44	0	50,000
5. Kureshi	Public	- Not	25,000	25,000	0.22	0	25,000

OD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Nuzhat Mohdaariz	Non Institutiona I - Resident Individual	- Applicable
6. Kushang Surendrakuma Non 1 Thakkar	Public Institutiona I - Resident Individual	- Not - Applicable	2,00,000	2,00,000	1.74	2,00,000
7. Nilesh Karani	Hirji Public Non Institutiona I - Resident Individual	- Not - Applicable	1,00,000	1,00,000	0.87	1,00,000
8. Jitesh Joitaram Patel Non	Public Institutiona I - Resident Individual	- Not - Applicable	25,000	25,000	0.22	25,000
9. Vegda Arvind Public v	Non Institutiona I - Resident Individual	- Not - Applicable	10,000	10,000	0.09	10,000
10. Sharma Ashokbhai	Ritu Public Non Institutiona I - Resident Individual	- Not - Applicable	10,000	10,000	0.09	10,000
11. Doxtrec Trade Public Private Limited	Non Institutiona Body 1 - corporate	- Not - Applicable	24,25,000	24,25,000	2113	24,25,000
12. Nidhish Sumankumar Non Patel	Public Institutiona I - Resident Individual	- Sunil Bhai - Dhanak	1,00,000	1,00,000	0.87	1,00,000
13. Arati Suryakant Shah	Public Non Institutiona I - Resident Individual	- Not - Applicable	25,000	25,000	0.22	25,000
14. Jinanshi Consultancy Private Limited	Public Non Institutiona Body I - corporate	- Not - Applicable	1,00,000	1,00,000	0.87	1,00,000
15. Pradeep	Public -1	@)	20,000	20,000	0.17	20,000

CIN: L57120MH 1994PLC0772 14

) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Kumar Daga	Non	- Anandraj
	Institutiona Prakashch
	I - Resident and
	Individual Chhajer
16. Samruddhi	Public -		5,000	5,000	0.04	0	5,000
Dilip Lunawat Non	-
	Institutiona
	I - Resident
	Individual
17. Kunwar	Public	- (2) Shruti 2,35,000		2,35,000	2.05	0	2,35,000
Parthkumar	Non	- Singhvi
Hikmat	Institutiona
	I - Resident
	Individual
18. Anyj	Public	- Not	2,00,000	2,00,000	1.74	0	2,00,000
Shyamlalji	Non	- Applicable
Agrawal	Institutiona
	I - Resident
	Individual
19. Sachin	Public	- Not	1,45,000	1,45,000	0.01	0	1,45,000
Agrawal	Non	- Applicable
	Institutiona
	I - Resident
	Individual
20. Solanki	Public	- Not	25,000	25,000	0.22	0	25,000
Mitesh	Non	- Applicable
Milanbhai	Institutiona
	I - Resident
	Individual

*The post-issue shareholding as shown above is calculated assuming full exercise of equity and warrants and consequent allotment of the equity shares of the Company

xii) The current and proposed status of the allottees post the preferential issues namely, non-promoter:

;: :	Proposed Allottee	Status pre-Issue	Status post-Issue	No. of Warrants issued
1.	Kunjit Maheshbhai Public	- Non Institutional -	Public - Non Institutional -	T 27.00.000
	Patel	Resident Individual	Resident Individual
2.	Thakor	Nayana Public - Non Institutional -	Public - Non Institutional -	T 27.00.000
	Chandubhai	Resident Individual	Resident Individual
3.	Amit Punamchand Public	- Non Institutional -	Public - Non Institutional -	e 1.00.000
	Parmar	Resident Individual	Resident Individual
	4. Bidisha Mahanty	Public - Non Institutional - Public - Non Institutional -		50.000
		Resident Individual	Resident Individual	'
5.		Kureshi ~ Nuzhat Public - Non Institutional -	Public - Non Institutional -	25,000

) OMEGA INTERACTIVE TECHNOLOGIES LIITED

	Mohd Aariz	Resident Individual	Resident Individual
6.	Kushang	Public - Non Institutional -	Public - Non Institutional -
	Surendrakumar	Resident Individual	Resident Individual	2,00,000
	Thakkar
		7. Nilesh Hirji Karani Public - Non Institutional -	Public - Non Institutional -	1.00.000
		Resident Individual	Resident Individual
	8. Jitesh	Joitaram Public - Non Institutional -	Public - Non Institutional -	25.000
	Patel	Resident Individual	Resident Individual	'
	9. Vegda Arvind V	Public - Non Institutional -	Public - Non Institutional -	10.000
		Resident Individual	Resident Individual	'
	10. Sharma	Ritu Public - Non Institutional -	Public - Non Institutional -	10,000
	Ashokbhai	Resident Individual	Resident Individual	'
	11. Doxtrec	Trade Public - Non Institutional -	Public - Non Institutional -	T 24.25.000
	Private Limited	Body corporate	Body corporate
	12. Nidhish	Public - Non Institutional -	Public - Non Institutional -	i 1.00.000
	Sumankumar Patel	Resident Individual	Resident Individual
	13. Arati	Suryakant Public - Non Institutional -	Public - Non Institutional -	25.000
	Shah	Resident Individual	Resident Individual	'
	14. Jinanshi	Public -Non Institutional -	Public -Non Institutional -
	Consultancy	Body corporate	Body corporate	1,00,000
	Private Limited
	15. Pradeep	Kumar Public - Non Institutional -	Public - Non Institutional -	20.000
	Daga	Resident Individual Dilip Public - Non Institutional -	Resident Individual Public - Non Institutional -	i
	16. Samruddhi			5.000
	Lunawat 17. Parth H Kunwar	Resident Individual Public - Non Institutional -	Resident Individual Public - Non Institutional -	' 35.000
		Resident Individual	Resident Individual
	18. Anuj	Shyamlalji Public - Non Institutional -	Public - Non Institutional -	T 5.00,000
	Agrawal	Resident Individual	Resident Individual
	19. Sachin Agrawal	Public - Non Institutional -	Public - Non Institutional -	1.45.000
		Resident Individual	Resident Individual	T
	20. Solanki	Mitesh Public - Non Institutional -	Public - Non Institutional -	25,000
	Milanbhai	Resident Individual	Resident Individual	'

xiii) The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer:

The allotment is proposed to be made for consideration in cash.

xiv) Intimation on conversion of securities or on lapse of the tenure of the instrument:

92,00,000 Convertible Equity Warrants would be allotted only upon payment of 25% of the price of Equity warrant at the time of allotment. Each Equity warrant is convertible into 1 Equity Share and the conversion can be exercised at any time within a period of 18 months from the date of allotment, in one or more tranches, as the case may be and on such other terms and conditions as applicable. Option for conversion of warrants will be available upon payment of full price of warrant before such exercise of option.

xv) Change in Control, if any, in the Company consequent to the preferential issue:

There shall be no change in the management or control of the Company pursuant to the issue of Equity warrants on preferential basis.

xvi) Lock-in Period:

The Equity Warrants and the Equity Shares allotted on account of the exercise of option by the warrant holder shall be locked for such period as specified under Regulation 167, 168 and other applicable regulations of SEBI ICDR Regulations.

xvii) The number of persons to whom allotment on preferential basis have already been made during the year, in terms of the number of securities as well as price.

During the Current Financial year 2025-26, the company has allotted 20,91,249 (Twenty Lakh Ninety One Thousand Two Hundred Forty Nine) fully convertible warrants at an issue price of Rs. 128/- each (Rupees One Hundred Twenty Eight only) on preferential basis.

xviii) Material terms of raising such warrants:

As mentioned in the proposed resolution.

xix) Undertakings:

• a) Every Director and Promoter of the company has individually given an undertaking declaring that none of them is declared as wilful defaulter or fraudulent borrower as defined under the SEBI ICDR Regulations therefore disclosures specified in Schedule Vlis not required to given.
• b) Every Directors and Promoter of the company has individually given an undertaking declaring that none of them is declared as a fugitive economic offender as defined under the SEBI ICDR Regulations.
• c) In the event the price of the securities determined in accordance with the provisions of SEBI ICDR Regulations is different from the price determined by the company, the issue price shall be re-computed in terms of the provision of the SEBI ICDR Regulation.
• d) That if the amount payable on account of the re-computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked in till the time such amount is paid by the allottees.

xx) Certificate from Practising Company Secretary:

The certificate from M/s. SCS AND CO. LLP, Practicing Company Secretary (Membership No.11334/COP:15131) certifying that the preferential issue is being made in accordance with the requirements contained in the SEBI ICDR Regulations shall be made available for inspection by the Members during the meeting and will also be made available on the Company's website and will be accessible at link https:/omegainteractive.in/investor.

All the documents referred to in this notice and in the explanatory statement shall be available for inspection at the registered office of the Company during working hours on all working days from the date of dispatch of notice till 05:00 PM hours on Sunday, August 31, 2025.

Date: 28.08.2025 By order of the Board, Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/- DINESHKUMAR DHARAMKUMAR SABNANI DIRECTOR DIN: 10840546

CIN: L57120MH 1994PLC0772 14