Omega Interactive Technologies Ltd. — M&A Activity 2022

Oct 11, 2022

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NAVIGANT CORPORATE ADVISORS LIMITED

Regd Office: 4118, Rustomjee Eaze Zone, Laxmi Singh Complex, Goregaon Mulund Link Road, Malad West, Mumbai-400 064

Corporate Office: 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri-Kurla Road, Andheri (East) Mumbai-400 059; Tel: +91-22- 4120 4837 / +91 22 4973 5078 Email: navigant@navigantcorp.com; Website: www.navigantcorp.com (CIN: L67190MH2012PLC231304)

Date: 11.10.2022

The Manager Dept. of Corporate Services BSE Limited , Phiroze Jeejeebhoy Towers, Dalal Street, Fort Mumbai – 400 001

Dear Sir / Madam,

Sub: Detailed Public Statement to the shareholders of Omega Interactive Technologies Limited (BSE

Code: 511644)

We are pleased to inform that we have been appointed as ‘Manager to the Offer’ by Mr. Jayesh Amratlal Shah (hereinafter referred to as "the Acquirer") for acquiring up to 1,30,000 equity shares of Rs. 10/each of Omega Interactive Technologies Limited (‘Target Company’) representing 26.00% of the fully paid -up equity and voting share capital of the Target Company at a price of Rs. 20/- per Share fully paid-up Equity Share (‘Offer Price’), through Open Offer under Regulation 3 (1) and 4 of SEBI (SAST) Regulations.

As per Regulation 13 (4) & 14 (3) of SEBI (SAST) Regulations, 2011, the Detailed Public Statement (DPS) has been published on 11[th] October, 2022.

A copy of the DPS is attached herewith for your reference and records. We are also submitting herewith a Soft Copy of the same in PDF format. You are requested to upload the same on your website.

Thanks & Regards,

For Navigant Corporate Advisors Limited

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Sarthak Vijlani Managing Director

DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF

OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC")

(Corporate Identification No. L67120MH1994PLC077214)

Registered Office: 402, 4[th] Floor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS

OPEN OFFER FOR ACQUISITION OF UPTO 1,30,000 (ONE LAC THIRTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (“EQUITY SHARES”) CONSTITUTING 26.00% OF THE VOTING SHARE CAPITAL OF OITL, FROM THE PUBLIC SHAREHOLDERS OF OITL BY MR. JAYESH AMRATLAL SHAH (HEREINAFTER REFERRED TO AS THE “ACQUIRER”) PURSUANT TO AND IN ACCORDANCE WITH REGULATION 3 (1) AND REGULATION 4 READ WITH OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”)

1. The Offer is neither conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the Takeover Regulations nor it is a competing offer in terms of Regulation 20 of the Takeover Regulations. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of equity shares of the Target Company. Also, there is no differential pricing in this Offer as all the Equity Shares of the Target Company are fully paid-up.

The Acquirer has duly empowered Navigant Corporate Advisors Limited, the Manager to the Open Offer, to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 2011. CA Jatinkumar V. Ghori (Membership No. 610379), Proprietor of M/s. J V Ghori & Associates, Chartered Accountants (Firm Registration No. 157884W) has certified that the Acquirer has sufficient resources to make the fund requirement for fulfilling all the obligations under the Offer.

The Offer (assuming full acceptance to the Offer Size) will not result in the minimum public shareholding (MPS) to fall below 25% of Equity & Voting Capital of the Target Company in terms of Regulation 38 of the Listing Regulations read with Rule 19A(1) of the Securities Contracts (Regulations) Rules, 1957 (“SCRR”).

This detailed public statement (“DPS’’) is being issued by M/s. Navigant Corporate Advisors Limited, the Manager to the Offer (“Manager”), for and on behalf of the Acquirer, in compliance with Regulation 13 (4) and other applicable Regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”), pursuant to the Public Announcement (PA) filed on 03[rd] October, 2022 with the BSE Limited, Securities and Exchange Board of India (“SEBI”) and Target Company, in terms of Regulation 3 (1), Regulation 4 read with regulation 15(1) and regulation 13 (1) of the SEBI (SAST) Regulations.

Based on the above and in the light of the escrow arrangement, the Manager to the Open Offer is satisfied that the firm arrangements have been put in place by the Acquirer to fulfill their obligations through verifiable means in relation to the Offer in accordance with the SEBI (SAST) Regulations, 2011.

To the best of knowledge and belief of the Acquirer, as of the date of this DPS, there are no statutory approvals required for this Offer. However, if any statutory approval that become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date.

VI. STATUTORY AND OTHER APPROVALS REQUIRED FOR THE OFFER:

DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS	DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS	DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS	DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS	DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS	DETAILED PUBLIC STATEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS OF OMEGA INTERACTIVE TECHNOLOGIES LIMITED ("OITL"/"TARGET COMPANY"/"TC") (Corporate Identification No. L67120MH1994PLC077214) Registered Office:402, 4thFloor, Vaastu Darshan, "B" Wing, Azad Road, Andheri (East), Mumbai - 400 069, Maharashtra; Phone No. +91-22-6191 9200; Email id: omegainteractive.technologies@gmail.com; Website: www.omegainteractive.net CASH OFFER FOR ACQUISITION OF EQUITY SHARES FROM SHAREHOLDERS
OPEN OFFER FOR ACQUISITION OF UPTO 1,30,000 (ONE LAC THIRTY THOUSAND ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF RS. 10/- EACH (“EQUITY SHARES”) CONSTITUTING 26.00% OF THE VOTING SHARE CAPITAL OF OITL, FROM THE PUBLIC SHAREHOLDERS OF OITL BY MR. JAYESH AMRATLAL SHAH (HEREINAFTER REFERRED TO AS THE “ACQUIRER”) PURSUANT TO AND IN ACCORDANCE WITH REGULATION 3 (1) AND REGULATION 4 READ WITH OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AS AMENDED (“SEBI (SAST) REGULATIONS”) This detailed public statement (“DPS’’) is being issued by M/s. Navigant Corporate Advisors Limited, the Manager to the Offer (“Manager”), for and on behalf of the Acquirer, in compliance with Regulation 13 (4) and other applicable Regulations of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”), pursuant to the Public Announcement (PA) filed on 03rdOctober, 2022 with the BSE Limited, Securities and Exchange Board of India (“SEBI”) and Target Company, in terms of Regulation 3 (1), Regulation 4 read with regulation 15(1) and regulation 13 (1) of the SEBI (SAST) Regulations. 3. The Offer is neither conditional upon any minimum level of acceptance in terms of Regulation 19(1) of the Takeover Regulations nor it is a competing offer in terms of Regulation 20 of the Takeover Regulations. This Offer is not pursuant to any global acquisition resulting in an indirect acquisition of equity shares of the Target Company. Also, there is no differential pricing in this Offer as all the Equity Shares of the Target Company are fully paid-up. 4. The Offer (assuming full acceptance to the Offer Size) will not result in the minimum public shareholding (MPS) to fall below 25% of Equity & Voting Capital of the Target Company in terms of Regulation 38 of the Listing Regulations read with Rule 19A(1) of the Securities Contracts (Regulations) Rules, 1957 (“SCRR”). 5. To the best of knowledge and belief of the Acquirer, as of the date of this DPS, there are no statutory approvals required for this Offer. However, if any statutory approval that become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date. 4. The Acquirer has duly empowered Navigant Corporate Advisors Limited, the Manager to the Open Offer, to realize the value of the Escrow Account in terms of the SEBI (SAST) Regulations, 2011. 5. CA Jatinkumar V. Ghori (Membership No. 610379), Proprietor of M/s. J V Ghori & Associates, Chartered Accountants (Firm Registration No. 157884W) has certified that the Acquirer has sufficient resources to make the fund requirement for fulfilling all the obligations under the Offer. 6. Based on the above and in the light of the escrow arrangement, the Manager to the Open Offer is satisfied that the firm arrangements have been put in place by the Acquirer to fulfill their obligations through verifiable means in relation to the Offer in accordance with the SEBI (SAST) Regulations, 2011. VI. ST A TUT OR Y AND OTHER APPROV ALS REQUIRED FOR THE OFFER:
Part of the Promoter / Promoter Group (Yes / No) Details of shares / voting rights held by the Selling Shareholders Pre- Transaction Post Transaction Definitions: “Equity Shares”means the fully paid -up equity shares of the Target Company of face value of Rs.10/- (Rupees Ten Only) Each. “Offer” or “Open Offer”means the open offer for acquisition up to 1,30,000 (One Lac Thirty Thousand) Equity Shares, representing 26.00% of the Fully Paid-up Equity Share Capital. “Offer Price”means Rs. 20/- (Rupees Twenty Only) Per Share. “Public Shareholders”means Shareholders of Target Company other than Parties to the Agreement. “SPA” or “Agreement”has the meaning described to such term in Part II (Background of the Offer). “Voting Share Capital”means total voting equity capital of the Target Company on a fully diluted basis expected as of tenth (10th) working day from the closure of the tendering period of the Offer. I. ACQUIRER, SELLERS,T ARGET COMP ANY AND OFFER: (A) INFORMA TION ABOUT ACQUIRER: Acquirer: Mr. Jayesh Amratlal Shah: 1. Mr. Jayesh Amratlal Shah s/o Mr. Amratlal Shah, is a 51 years old Resident Indian currently residing at Shreeji Tower, Drive in Road, Opp. Indraprasth Tower, Vastrapur, Ahmadabad City, Ahmadabad, Gujarat - 380015, Tel. No. +91- 9825436384, Email: jshah17051971@gmail.com; He is Higher Secondary Passed by qualification. He has not changed / altered his name at any point of time. 2. Acquirer carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) ANZPS6936R. Acquirer is having experience of over 12 years in the field of Finance Market. 3. Acquirer does not belong to any group. 4. CA Jatinkumar V. Ghori (Membership No. 610379), Proprietor of M/s. J V Ghori & Associates, Chartered Accountants (Firm Registration No. 157884W) having their office located at A/16, Jagat Nagar Part-1, Opp Dinesh Chembers, India Colony Road, Bapunagar, Ahmedabad - 380024, Tel: +91 97274 65365, Email: cajvghoriandassociates@gmail.com, vide certificate dated 06thSeptember, 2022 has certified that Net Worth of Acquirer is Rs. 52.65 Lacs(UDIN: 22610379ARWEEL6675). 5. Acquirer does not hold any shares of Target Company as on the date of the PA and DPS. However, he has agreed to buy 42,098 Equity Shares by way of Share Purchase Agreement (“SPA”). 6. As on the date of this DPS, Acquirer does not have any interest in Target Company, save and except the proposed shareholding to be acquired in the Target Company pursuant to SPA / Agreement. 7. Acquirer hereby confirms and declares that he is not declared as ‘Fraudulent Borrower’ by the lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016. The Equity Shares tendered in this offer will be acquired by Acquirer and there is no person acting in concert with Acquirer in this Open Offer. (B) UNDERTAKING / CONFIRMATION BY THE ACQUIRER: 1. The Acquirer undertakes that if he acquires any Equity Shares of the Target Company during the Offer Period, he will inform the Stock Exchanges and the Target Company within 24 hours of such acquisitions and he will not acquire any Equity Shares of the Target Company during the period between three working days prior to the commencement of the Tendering Period (“TP”) and until the closure of the TP in accordance with Regulation 18(6) of the Regulations. 2. The Acquirer has not been prohibited by SEBI from dealing in securities in terms of directions issued under section 11B of the SEBI Act, as amended or under any other regulations made under the SEBI Act. 3. The Acquirer has undertaken that he will not sell the Equity Shares of the Target Company, if any held by him during the Offer Period in terms of Regulation 25(4) of the Takeover Regulations. (C) DETAILS OF SELLING SHAREHOLDERS (THE SELLERS): 1. The details of Sellers have been set out as under: Name of Sellers Address of Sellers Number % Number % Mrs. Renu M. Soni 202, Om Viraj, V P Road, Paliram Road,Opp. Fidai Baug, Andheri West, Mumbai, Maharashtra – 400058 Yes 21,019 4.20% Nil Nil Mr. Ramavtar Soni Koliya, Nagaur, Rajasthan – 341305 Yes 21,079 4.22% Nil Nil Total 42,098 8.42% Nil Nil 2. The Sellers have confirmed that they are not been prohibited by SEBI from dealing in securities in terms of directions issued under section 11B of the SEBI Act, as amended or under any other regulations made under the SEBI Act. (D) INFORMATION ABOUT THE TARGET COMPANY: 1. Omega Interactive Technologies Limited (OITL) was incorporated on 22ndMarch, 1994 under the Companies act 1956 in the name and style of “ Fiduciary Capital & Financial Services Private Limited” and registered with the Registrar of Companies, at Mumbai, Maharashtra. The Company was converted public and fresh certificate obtained from Registrar of Companies, Mumbai on 02ndSeptember, 1994. The name was further changed to “Omega Interactive Technologies Limited” pursuant to Special Resolution adopted by members in their Annual General Meeting held on 12thAugust, 1998 and fresh certificate consequent to change of name was issued by Registrar of Companies, Mumbai on 20thAugust, 1998. The corporate identification number (CIN) of the Target Company is L67120MH1994PLC077214. The Registered office of OITL is presently situated at 402, 4thFloor, Vaastu Darshan, “B” Wing, Azad Road, Andheri (East), Mumbai – 400 069; Phone No. +91-22- 6191 9200; Email id: omegainteractive.technologies@gmail.com. 2. The Authorised Capital of OITL is Rs. 1,022.00 Lacs divided in to 1,02,20,000 Equity Shares of Face Value of Rs. 10/ - each. The Issued, Subscribed and Paid-up capital of OITL is Rs. 50.00 Lacs divided in to 5,00,000 Equity Shares of Face Value Rs. 10/- each. OITL has established its connectivity with both the National Securities Depositories Limited and Central Depositories Services (India) Limited. The ISIN of OITL is INE113B01029. 3. The Company is principally engaged in the business of software activities including development of software. 4. As on date, the Target Company does not have any partly paid-up equity shares. There are no outstanding warrants or options or similar instruments, convertible into Equity Shares at a later stage. No shares are subject to any lock in obligations. 5. The entire present and paid -up Equity Shares of the Target Company is currently listed on BSE Limited. 6. The shares of the Target Company are listed at BSE Limited (“BSE”) having scrip code and id is 511644 and OMEGAIN respectively. The Equity Shares of Target Company are infrequently traded on BSE in terms of Regulation 2 (1) (j) of the Takeover Regulations. 7. The Company has complied with the requirements of the Listing Agreement with BSE and as on date no penal action has been initiated by the BSE. 8. Audited Financial Information of OITL for the quarter ended 30thJune, 2022 and financial year ended 31stMarch, 2022, 31stMarch, 2021 and 31stMarch, 2020. (Rs. in Lacs) Particulars Quarter ended Year ended Year ended Year ended 30.06.2022 31.03.2022 31.03.2021 31.03.2020 (Unaudited) (Audited) (Audited) (Audited) Total Revenue 4.52 22.16 19.04 22.68 Net Income i.e. Profit/(loss)after tax 0.07 0.94 0.87 0.74 EPS 0.01 0.19 0.17 0.15 Net worth /Shareholders’Funds 80.97 80.90 79.96 79.09 9. As on the date of PA and DPS, the composition of Board of Directors of Target Company is as follows: Name Designation DIN Date of appointment in Target Company Mr. Krishankumar Bhajanlal Rathi Managing& Executive Director 00156061 24/09/2009 Mr. Rajesh Srinivwas Nawathe Non-Executive Independent Director 01201350 24/09/2009 Mrs. Subrata Paul Non-Executive Independent Director 07139577 30/03/2015 Mr. Ravi Kumar Kishan Chand Seth Non-Executive Independent Director 02427404 29/05/2019 6. 7. 8. II. 1. 2. 3. 4. III. IV. 1. 2. 3. 4. 5. 6. 7. 8. V.	To the extent required and to optimize the value of all the shareholders, the Acquirer may subject to applicable shareholders’ consent, enter into any compromise or arrangement, reconstruction, restructuring, merger, amalgamation, rationalizing and/or streamlining of various operations, assets, liabilities, investments, businesses or otherwise of the Target Company. Notwithstanding, the Board of Directors of the Target Company will take appropriate decisions in these matters in line with the requirements of the business and opportunities from time to time. The Acquirer intends to seek a reconstitution of the Board of Directors of the Target Company after successful completion of the Offer. However, no firm decision has been made in this regard by the Acquirer. In terms of Regulation 25(2) of the Takeover Regulations, the Acquirer does not currently have any intention to alienate, restructure, dispose of or otherwise encumber any assets of Target Company in the succeeding two years from the completion of this Offer, except in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company. Notwithstanding anything contained herein and except with the prior approval of the shareholders of Target Company through a special resolution, passed by way of postal ballot, the Acquirer undertakes that he will not restructure, sell, lease, dispose of or otherwise encumber any substantial assets of Target Company other than in the ordinary course of business and other than as already agreed, disclosed and / or publicly announced by Target Company. The Manager to the Offer, Navigant Corporate Advisors Limited, does not hold any equity shares in the Target Company as on the date of DPS. The Manager to the Offer further declares and undertakes that they will not deal on their own account in the equity shares of the Target Company during the Offer Period. BACKGROUND TO THE OFFER: This Offer is being made pursuant to the execution of an Agreement dated 03rdOctober, 2022 to purchase 42,098 equity shares constituting 8.42% of the fully paid up and voting equity share capital of the Target Company from Mrs. Renu M. Soni (“Seller-1”) and Mr. Ramavtar Soni (“Seller-2”) (hereinafter collectively referred to as the “Sellers”) at a consideration of Rs. 20/- per Equity Share. (“SPA”) This Open Offer is a “Mandatory Offer” under the Regulation 3(1) and 4 of the Takeover Regulations being made by the Acquirer for acquisition of 26.00% of the present issued, subscribed and paid -up capital of Target Company. After the completion of this open offer and pursuant to acquisition of shares under Share Purchase Agreement, the Acquirer shall become largest equity shareholder and by virtue of this it shall be in a position to exercise effective control over management and affairs of the company. The Acquirer intend to control over the Target Company & make changes in the Board of Directors of the Target Company subsequent to the completion of this Open Offer in accordance hereof. The Acquirer propose to continue existing business of the Target Company and may diversify its business activities in future with prior approval of Shareholders. The main purpose of this acquisition is to acquire complete management control of the Target Company. SHAREHOLDING AND ACQUISITION DET AILS: The Current and proposed shareholding of the Acquirer in Target Company and the details of his acquisition is as follows: Sr. No. Particulars No. of shares % (i) Shareholdingas on PA date i.e. 03rdOctober,2022 Nil Nil (ii) Shares agreed to be acquired under SPA 42,098 8.42% (iii) Shares acquired between the PA date and the DPS date Nil Nil (iv) Shares to be acquired in the Open Offer(assumingfull acceptances) 1,30,000 26.00% (v) Post Offer shareholding [assuming full acceptance] (As on 10thworking day after closing of tendering period) 1,72,098 34.42% OFFER PRICE: The Equity Shares of the Target Company are listed on BSE Limited, Mumbai (BSE). The shares are placed underGroup ‘XT’having a Scrip Code of“511644”& Scrip Id:“OMEGAIN”on the BSE. The equity shares of the Target Company are infrequently traded within the meaning of explanation provided in Regulation 2(j) of the SEBI (SAST) Regulations on BSE. The annualized trading turnover of the equity shares of the Target Company on BSE during Twelve calendar months prior to the month of PA date (October, 2021 – September, 2022) is as given below: Source: www.bseindia.com The Offer Price of Rs 20/- (Rupees Twenty only) is justified in terms of Regulation 8 (2) of the SEBI (SAST) Regulations on the basis of the following: SR. PARTICULARS PRICE (IN RS. NO. PER SHARE) (a) Highest of Negotiatedpriceper EquityShare of SPA 20.00 (b) The volume- weighted average price paid or payable for acquisitions by the Acquirer / PACs during52 weeks immediately precedingthe date of PA. Not Applicable (c) Highest price paid or payable for acquisitions by the Acquirer / PACs during 26 weeks immediately precedingthe date of PA. Not Applicable (d) the volume-weighted average market price of shares for a period of sixty trading Not Applicable days immediately preceding the date of the public announcement as traded on as Equity Shares the stock exchange where the maximum volume of trading in the shares of the are Infrequently target company are recorded during such period.(in case of frequently traded Traded shares only) (e) Where the Equity Shares are not frequently traded, the price determined by the Acquirer and the Manager to the Offer taking into account valuation parameters including book value, comparable trading multiples, and such other parameters as are customaryfor valuation of shares of such companies. 16.00 (f) Other Financial Parameters as at: 30.06.2022 31.03.2022 Return on Net worth(%) 0.09 1.16 Book Valueper share 16.19 16.18 Earnings per share 0.01 0.19 The Fair Value of equity share of the Target Company is Rs. 16.00/- (Rupees Sixteen only) as certified by Rashmi Shah, Independent Valuer, (Membership No. 123478), Proprietor of R V Shah & Associates, Chartered Accountants (Firm Registration No. 133958W), having their office situated at 108, Sujata, Station Road, Malad East, Mumbai – 400 097; Tel.No.+91-98202 99754; Email: rashmi@rvs-ca.com, vide valuation certificate dated October 03, 2022. There has been no corporate action requiring the price parameters to be adjusted. In the event of any further acquisition of Equity Shares of the Target Company by Acquirer during the offer period, whether by subscription or purchase, at a price higher than offer price, then offer price will be revised upwards to be equal to or more than the highest price paid for such acquisition in terms of Regulation 8 (8) of the SEBI (SAST) Regulations. However it shall not be acquiring any equity shares of Target Company after the third working day prior to commencement of tendering period and until the expiry of tendering period. If the Acquirer acquires any Equity Shares of the Target Company during the period of twenty-six weeks after the closure of Tendering Period at a price higher than the Offer Price, then the Acquirer shall pay the difference between the highest acquisition price and the Offer Price, to all shareholders whose Equity Shares have been accepted in this Offer within sixty days from the date of such acquisition. However, no such difference shall be paid in the event that such acquisition is made under another open offer under the Takeover Regulations, or pursuant to SEBI (Delisting of Equity Shares) Regulations, 2009 or open market purchases made in the ordinary course on the stock exchanges, not being negotiated acquisition of Equity Shares of the Target Company in any form. As on date of this DPS, there is no revision in the Offer Price or Offer Size. In case of any revision in the Offer Price or Offer Size, the Acquirer will comply with all the provisions of the Regulation 18(5) of the Takeover Regulations which are required to be fulfilled for the said revision in the Offer Price or Offer Size. If there is any revision in the Offer Price on account of future purchases / competing offers, it will be done only upto one working day prior to the date of commencement of the Tendering Period in accordance with Regulation 18(4) of the Takeover Regulations and would be notified to the shareholders by way of another public announcement in the same newspapers where the DPS has appeared. FINANCIAL ARRANGEMENTS: Name of the Stock Exchange BSE Total number of equity shares traded during the preceding 12 months prior to the month of PA 28,865 Total Number Equity Shares listed 5,00,000 Annualized Trading Turnover (as % of total Listed Equity Shares) 5.77%	1. 2. 3. 4. 5. VII. T	To the best of knowledge and belief of the Acquirer, as of the date of this DPS, there are no statutory approvals required for this Offer. However, if any statutory approval that become applicable prior to completion of this Offer, this Offer would be subject to the receipt of such other statutory approvals that may become applicable at a later date. Non-resident equity shareholders who wish to tender their equity shares in the Target Company in this Offer will be required to submit all the applicable Reserve Bank of India (hereinafter referred to as “RBI”) approvals that they would have obtained for acquiring, the equity shares of the Target Company. In the event such RBI approvals are not submitted, the Acquirer reserves the sole right to reject the equity shares tendered in the Offer.” The Acquirer, in terms of regulation 23 of the SEBI (SAST) Regulations, will have a right not to proceed with the Offer in the event the statutory approvals indicated above are refused. In the event of withdrawal, a PA will be made within 2 working days of such withdrawal, in the same newspapers in which this DPS has appeared. In case of delay in receipt of any statutory approval, the SEBI may, if satisfied that delayed receipt of the requisite approvals was not due to any willful default or neglect of the Acquirer or failure of the Acquirer to diligently pursue the application for the approval, grant extension of time for the purpose, subject to the Acquirer agreeing to pay interest to the shareholders as directed by the SEBI, in terms of regulation 18(11) of the SEBI (SAST) Regulations. Further, if delay occurs on account of willful default by the Acquirer in obtaining the requisite approvals, regulation 17(9) of the SEBI (SAST) Regulations will also become applicable and the amount lying in the Escrow Account shall become liable to forfeiture. No approval is required from any bank or financial institutions for this Offer. ENT A TIVE SCHEDULE OF THE ACTIVITIES PERT AININGT O THE OFFER:
		VIII. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. IX. X. 1. 2. 3. 4. 5. 6.
			Activity	Date	Day
			Public Announcement	03.10.2022	Monday
			Publication of Detailed Public Statement in newspapers	11.10.2022	Tuesday
			Submission of Detailed Public Statement to BSE,Target Company& SEBI	11.10.2022	Tuesday
			Last date of filingdraft letter of offer with SEBI	18.10.2022	Tuesday
			Last date for a Competingoffer	03.11.2022	Thursday
			Receipt of comments from SEBI on draft letter of offer	11.11.2022	Friday
			Identified date*	15.11.2022	Tuesday
			Date bywhich letter of offer be dispatched to the shareholders	22.11.2022	Tuesday
			Last date for revisingthe Offer Price	29.11.2022	Tuesday
			Comments from Committee of Independent Directors of Target Company	28.11.2022	Monday
			Advertisement of Schedule of activities for open offer, status of statutory and other approvals in newspapers and sending to SEBI, Stock Exchange and Target Company	29.11.2022	Tuesday
			Date of Openingof the Offer	30.11.2022	Wednesday
			Date of Closure of the Offer	13.12.2022	Tuesday
			Payment of consideration for the acquired shares	27.12.2022	Tuesday
			Final report from Merchant Banker	03.01.2023	Tuesday
			Identified Date is only for the purpose of determining the names of the shareholders as on such date to whom the Letter of Offer would be sent. All owners (registered or unregistered) of equity shares of the Target Company (except the Acquirer, Sellers and Promoters) are eligible to participate in the Offer any time before the closure of the Offer. PROCEDURE FOR TENDERING THE SHARES IN CASE OF NON RECIEPT OF LETTER OF OFFER: All owners of Equity Shares (except the Acquirer, Sellers and Promoters) whether holding Equity Shares in dematerialized form or physical form, registered or unregistered, are eligible to participate in the Offer any time before closure of the tendering period. There shall be no discrimination in the acceptance of locked-in and non-locked-in shares in the Offer. The residual lock- in period shall continue in the hands of the Acquirer. The shares to be acquired under the Offer must be free from all liens, charges and encumbrances and will be acquired together with the rights attached thereto. Persons who have acquired the Equity Shares of the Target Company but whose names do not appear in the register of members of the Target Company on the Identified Date or unregistered owners or those who have acquired the Equity Shares of the Target Company after the Identified Date or those who have not received the Letter of Offer, may also participate in this Offer. The Open Offer will be implemented by the Acquirer through the Stock Exchange Mechanism made available by the Stock Exchange in the form of a separate window (“Acquisition Window”) as provided under the SEBI (SAST) Regulations and SEBI Circular CIR/CFD/POLICYCELL/1/2015 dated 13thApril, 2015 issued by SEBI and as amended by SEBI Circular CFD/DCR/2/CIR/P/2016/131 dated December 09, 2016 and as per further amendment vide SEBI Circular SEBI/ HO/CFD/DCR-III/ CIR/P/2021/615 dated 13thAugust, 2021. BSE Limited shall be the designated Stock Exchange for the purpose of tendering shares in the Open Offer. The Acquirer has appointed Nikunj Stock Brokers Limited, Stock Broker for the open offer through whom the purchases and settlement of the Offer Shares tendered under the Open Offer shall be made. The contact details of the buying broker are as mentioned below: Nikunj Stock Brokers Limited A-92, Ground Floor, Left Portion, Kamla Nagar, New Delhi - 110007, Tel: +91-98106 55378 E-mail: complianceofficer@nikunjonline.com Website: www.nikunjonline.com SEBI Registration No.: INZ000169335 All the shareholders who desire to tender their equity shares under the Open Offer will have to intimate their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the Tendering period. A separate Acquisition Window will be provided by the stock exchange to facilitate placing of sell orders. All the shareholders who desire to tender their equity shares under the Open Offer will have to intimate their respective stock brokers (“Selling Brokers”) within the normal trading hours of the Secondary Market, during the Tendering period. The Selling broker can enter orders for dematerialized as well as physical Equity shares. The Letter of Offer along with a form of acceptance cum acknowledgement would also be available at the SEBI website, www .sebi.gov .in, and shareholders can also apply by downloading such forms from the said website. No indemnity is needed from unregistered shareholders. THE DET AILED PROCEDURE FOR TENDERING THE SHARES IN THE OFFER WILL BE A V AILABLE IN THE*
			LETTER OF OFFER OTHER INFORMA TION: The Acquirer and the Target Company have not been prohibited by SEBI from dealing in the securities under directions issued pursuant to Section 11B or under any other regulations made under the SEBI Act. The Acquirer has appointed Navigant Corporate Advisors Limited as Manager to the Offer pursuant to regulation 12 of the SEBI (SAST) Regulations. The Acquirers have appointed Purva Sharegistry (India) Pvt. Ltd, as Registrar to the Offer having office at Unit No. 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Near Lodha Excelus, Lower Parel (E), Mumbai, Maharashtra, 400011. Tel No.: +91 22 2301 0771 / 4961 4132; Website: www.purvashare.com, E-mail ID: support@purvashare.com. This Detailed Pubic Statement would also be available at SEBI’s website, www .sebi.gov .in. This Detailed Pubic Statement is being issued on behalf of the Acquirer by the Manager to the Offer i.e. M/s Navigant Corporate Advisors Limited. The Acquirer accepts the full responsibility for the information contained in PA and DPS and also for the obligations of the Acquirer as laid down in the SEBI (SAST) Regulations, 2011 and subsequent amendments made thereof.
			ISSUED BY MANAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRER MR. JAYESH AMRATLAL SHAH
(E) DETAILS OF THE OFFER: 1. The Acquirer has made the Offer in accordance with the Regulation 3(1) and 4 of the Takeover Regulations vide the PA dated 03rdOctober, 2022 to all the public shareholders of the Target Company for the acquisition of up to 1,30,000 (One Lac Thirty Thousand Only) Equity Shares (“Open Offer Shares”) of the face value of Rs. 10/- each representing 26.00% of the Fully Paid -up Equity Share Capital of the Target Company at the “Offer Price” of Rs. 20/- (Rupees Twenty only) per Equity Share payable in “Cash” and subject to the terms and conditions set out in the DPS and the Letter of Offer (“LOF”). 2. The Offer is being made to all the Shareholders of the Target Company except the Acquirer and the Sellers. The Equity Shares of the Target Company under the Offer will be acquired by Acquirer as fully paid-up, free from any lien, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof. 1. Assuming full acceptance under the offer, the maximum consideration payable by the Acquirer under the offer would be Rs. 26,00,000/- (Rupees Twenty Six Lacs Only) (“maximum consideration”) i.e. consideration payable for acquisition of up to 1,30,000 equity shares of the target Company at offer price of Rs. 20/- (Rupees Twenty only) per Equity Share. 2. The Acquirer has adequate resources to meet the financial requirements of the Open Offer. No funds are being borrowed from any bank or financial institution for the purpose of this Open Offer by the Acquirer. 3. The Acquirer, the Manager to the Offer and Kotak Mahindra Bank Limited, a banking corporation incorporated under the laws of India, have entered into an escrow agreement for the purpose of the Offer (the “Escrow Agreement”) in accordance with regulation 17 of the SEBI (SAST) Regulations, 2011. Pursuant to the Escrow Agreement, the Acquirer on October 03, 2022 have deposited cash of an amount of Rs. 6.50 Lacs in an escrow account opened with Kotak Mahindra Bank Limited, which is 25% of the Offer Consideration. Place: Mumbai Date: 10th October, 2022 NAVIGANT CORPORATE ADVISORS LIMITED 423, A Wing, Bonanza, Sahar Plaza Complex, J B Nagar, Andheri Kurla Road, Andheri (East), Mumbai-400-059. Tel No.+91 22 4120 4837 / 4973 5078 Email id: navigant@navigantcorp.com Website: www.navigantcorp.com SEBI Registration No:INM000012243 Contact person:Mr. Sarthak Vijlani

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ISSUED BY MANAGER TO THE OFFER FOR AND ON BEHALF OF THE ACQUIRER
MR. JAYESH AMRATLAL SHAH
NAVIGANT CORPORATE ADVISORS LIMITED
423, A Wing, Bonanza, Sahar Plaza Complex,
J B Nagar, Andheri Kurla Road, Andheri (East),
Mumbai-400-059.
Tel No. +91 22 4120 4837 / 4973 5078
Email id: navigant@navigantcorp.com
Website: www.navigantcorp.com
SEBI Registration No: INM000012243
Contact person: Mr. Sarthak Vijlani
----- End of picture text -----

(E) DETAILS OF THE OFFER: 1. Assuming full acceptance under the offer, the maximum consideration payable by the Acquirer under the offer would be Rs. 26,00,000/- (Rupees Twenty Six Lacs Only) (“maximum consideration”) i.e. consideration payable for acquisition 1. The Acquirer has made the Offer in accordance with the Regulation 3(1) and 4 of the Takeover Regulations vide the PA dated of up to 1,30,000 equity shares of the target Company at offer price of Rs. 20/- (Rupees Twenty only) per Equity Share. 03[rd] October, 2022 to all the public shareholders of the Target Company for the acquisition of up to 1,30,000 (One Lac Thirty Thousand Only) Equity Shares (“Open Offer Shares”) of the face value of Rs. 10/- each representing 26.00% of the Fully 2. The Acquirer has adequate resources to meet the financial requirements of the Open Offer. No funds are being borrowed Paid -up Equity Share Capital of the Target Company at the “Offer Price” of Rs. 20/- (Rupees Twenty only) per Equity Share from any bank or financial institution for the purpose of this Open Offer by the Acquirer. payable in “Cash” and subject to the terms and conditions set out in the DPS and the Letter of Offer (“LOF”).

The Acquirer, the Manager to the Offer and Kotak Mahindra Bank Limited, a banking corporation incorporated under the laws of India, have entered into an escrow agreement for the purpose of the Offer (the “Escrow Agreement”) in accordance with regulation 17 of the SEBI (SAST) Regulations, 2011. Pursuant to the Escrow Agreement, the Acquirer on October 03, 2022 have deposited cash of an amount of Rs. 6.50 Lacs in an escrow account opened with Kotak Mahindra Bank Limited, which is 25% of the Offer Consideration.

2. The Offer is being made to all the Shareholders of the Target Company except the Acquirer and the Sellers. The Equity Shares of the Target Company under the Offer will be acquired by Acquirer as fully paid-up, free from any lien, charges and encumbrances and together with the rights attached thereto, including all rights to dividend, bonus and rights offer declared thereof.

Place: Mumbai Date: 10[th] October, 2022