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08-08-2025 | 01:28 pm

GD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the Extra-Ordinary General Meeting of the members and shareholders of M/s.

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) to transact following business.

Special Business:

1. INCREASE IN AUTHORISED SHARE CAPITAL OF THE COMPANY:

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

“RESOLVED THAT pursuant to the provisions of Section 13, 61 & 64 or all other applicable provisions, if any read with

applicable Rules made there under (including amendments or re-enactment thereof), consent of shareholders of the

Company be and is hereby accorded to alter and increase the Authorized Share Capital of the Company from existing Rs.

10,22,00,000/- (Rupees Ten Crore Twenty-Two Lakhs Only) divided into 1,02,20,000 (One Crore Two Lakh Twenty

Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 11,82,00,000/- (Rupees Eleven Crore Eighty-Two Lakhs Only)

divided into 1,18,20,000 (One Crore Eighteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) Equity

Shares of Rs. 10/- (Rupees Ten) each.

RESOLVED FURTHER THAT the existing Clause V of the Memorandum of Association of the Company be and is hereby

substituted by following new Clause:

V.The Authorized Share capital of the Company is Rs. 11,82,00,000/- (Rupees Eleven Crore Eighty-Two Lakhs Only) divided

into 1,18,20,000 (One Crore Eighteen Lakhs Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

RESOLVED FURTHER THAT any of directors of the Company be and are hereby jointly or severally authorized to sign,

execute and file necessary application, forms, deeds, documents and writings as may be necessary for and on behalf of

the Company and to settle and finalize all issues that may arise in this regard and to do all such acts, deeds, matters and

things as may be deemed necessary, proper, expedient or incidental for giving effect to this resolution and to delegate all

or any of the powers conferred herein as they may deem fit.”

2. ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION.

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

“RESOLVED THAT pursuant to Section 13 & other applicable provisions, if any, of the Companies Act, 2013

including Rules made thereunder as well as any other applicable laws for the time being in force & such other

approvals, permissions and sanctions, as may be necessary, consent of the members of the Company, be and is

hereby accorded to alter the existing Main Object Clause Il (A) of the Memorandum of Association of the Company,

by adding the following new clauses to the Object Clause of the Memorandum of Association of the Company:

1. To carry on the business of providing Manpower placement and recruiting, Selecting, Interviewing, Training

and Employing all types of executives, Middle Management Staff, Junior Level Staff, Workers, Labourers

Skilled/Unskilled required by various individuals, bodies, corporate, societies, undertakings, institutions,

associations, government, local authorities, Industries and organizations including providing security services,

Labour contractors, Industrial, Commercial, Housing and other security services and workers for office

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) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

management and to conduct employment bureau and to provide consultancy and other services in connection

with requirements of persons and manpower supply in India and abroad.

To carry on the business of producing, directing, financing, acquiring, co-producing, distributing, exhibiting,

importing, exporting, and otherwise dealing in motion pictures, cinematograph films, documentaries,

tele-films, web-series, advertising films, television serials, video films, short films, and all other audio-visual

content (in any format or medium), including operating multiplexes, specialty cinemas (e.g., 3D, 4D, seat

simulators, IMAX), film studios, sound-stages, post-production and processing facilities; to research, design,

develop, license, purchase, sell, deploy, implement and utilize artificial intelligence (Al), machine learning,

natural language processing, computer vision and related technologies and software tools for planning,

production, editing, distribution, exhibition, promotion, rights management and monetization of audio-visual

content; to hire, recruit, contract, engage, deploy, manage and pay all categories of personnel—directors, cast,

crew, technical and non-technical staff, skilled and unskilled labour, contractual workers, freelancers,

consultants, agencies and Al developers—required for all aspects of planning, production, processing,

exhibition, Al-technology development and ancillary entertainment services; to provide ancillary services such

as talent management, casting, technical training, event management, marketing, merchandising, ticketing,

venues for cultural, sporting or entertainment events, hospitality centres, food courts, arcades, restaurants,

pubs, wellness and amusement complexes; and to carry out all activities ancillary or incidental thereto,

including the acquisition, leasing, construction, management and operation of premises, studios, equipment,

transmission and exhibition infrastructure, and to deal in all associated rights, licences, sponsorships,

collaborations, litigation (including initiating or defending legal actions) and other legal or commercial

arrangements, in India and abroad.

To carry on the business of Software designing, development, customisation, implementation, maintenance,

testing and benchmarking, designing, developing and dealing in computer software and Artificial Intelligence

Solutions, Natural Language Process and Deep Learning models, targeted at revolutionizing and transforming

healthcare sector and to import, export, sell, purchase, distribute, host (in data centers or over the web) or

otherwise deal in own and third party computer software packages, programs and solutions, and to provide

internet / web based applications, services and solutions, provide or take up Information technology related

assignments on sub-contracting basis, offering services onsite/ offsite or through development centers using

owned /hired or third party infrastructure and equipment, providing solutions/ Packages/ services through

applications services provider mode via internet or otherwise, to undertake IT enabled services like call Centre

Management, Medical and legal transcription, data processing, Back office processing, data warehousing and

database management.

To carry on the business of dealing and maintenance of computer hardware, computer systems and assemble

data processors, program designs and to buy, sell or otherwise deal in such hardware and software packages

and all types of tabulating machine, accounting machines, calculators, computerized telecommunication

systems and network, their components, spare parts, equipments and devices and to carry on the business of

establishing, running and managing institutions, school, and academics for imparting education in computer

technology, offering equipment, solutions and services for networking and network management, data centre

management and in providing consultancy services in all above mentioned areas.

To develop, provide, undertake, design, import, export, distribute and deal in Systems and application software

for microprocessor based information systems, off shore software development projects, internet service

provider, and solutions in all areas of application including those in Emerging niche segments like Internet and

Intranet website applications solutions software enterprise, resource planning, e-commerce, value added

products and other business applications either for its own use for sale in India or for export outside India and

to design and develop such systems and application software for and on behalf of manufacturers owners and

users of computer, telecom, digital, electronic equipments in India or elsewhere in the world.

To carry on in India the business of marketing, promoting, advertising franchising or dealing in any of the above

activities both in internal and external markets, on digital media or any other online or digital means, on its

IN: 1571200

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) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

own or through any sort or nature and to appoint sub-franchisers etc., for any of the above purposes, in India

or elsewhere and marketing through online marketing, digital marketing in various sites.

7. To prepare, manufacture, process, market, trade, import, export, improve, sell and deal in all kinds of

agro/agri/food products including but not limited to spices, oil seeds, grains, vegetables, herbs, pickles and

other items derived from agricultural, farming or relevant activities.

8. To carry on all or any of the business of goldsmiths, silver smiths, jewellers, gem and diamond merchants and

of manufacturing and dealing in clocks, watches, jewellery, cutlery and their components and accessories and

of producing acquiring and trading, buying, selling and dealing (wholesale and retail) in metals, bullion, gold

ornaments, silver utensils, diamond, precious stones, paintings, manuscripts, antiques, precious stones,

jewellery gold or silver cups, shields, articles of virtue objects of art.

9. To carry on the business of and act as promoters, organizers, consultants, traders, buyers, sellers and

developers in real estate and agents of land, estate, property industrial estate, housing schemes, shopping

/office complexes, township, warehouses, farm houses, holiday resorts and building for hotels, motels factories

and to deal with purchase, sell such properties either as owner and / or agents.

10. To carry on the business of construction and to act as builders, contractors of prefabricated concrete building

and constructional works and contractors, decorators, surveyors, designers, constructional engineers, sanitary

and water engineers and plumbers and to erect, construct, re-construct, alter, improve, decorate, furnish and

maintain houses, buildings, or all description, commercial centers, ships, hotels in connection with any building

or buildings or schemes, roads, large projects, entertainment house, highway, docks; ships, tramways, bridges,

canals, wells, sprints, drams, gardens, power plants, culverts, earthwork, channels, bowers, sewers ,tanks,

drains, wharfs, ports, reservoirs, sewages, embankment, irrigations, reclamations, improvements, sanitations,

hotels, clubs, tanks, schools, hospital, restaurants, bath, places of workshop, playgrounds, parks, libraries,

reading rooms, vehicle stands, shops, carriage dairy farms work of any kind whatsoever and for such purpose

to prepare estimates, designs, plans, specifications, models, that may be require including preparations of

layouts, develop, erect, demolish, reerect, prepare, re-model, execute, undertake, establish, acquire, maintain,

control, manage, take on lease, purchase or acquire any work in connection with the above and generally to

deal with and improve the property of the company by any other property and to undertake or direct the

construction, development and the management of the property, buildings, land and estate (of any tenure or

kind) any to acquire by purchase, lease, exchange, hire or otherwise lands and property of in the same and to

sell or otherwise dispose of the land houses, buildings and other property of the company.

3. 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

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a: OMEGA INTERACTIVE TECHNOLOGIES LIMITED

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 conditions as may be determined by the Board, to the following persons ("Proposed

Allottees Non-Promoter/Public) as detailed below:

No. of Equity Warrant sr.No. Name of Proposed Allottee 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 —Ins?ll.ullonal - Resident Individual

4. BIDISHA MAHANTY 50,000 Public - Non —Ins?ll.ullonal - Resident Individual

5. KURESHI NUZHAT MOHD AARIZ 25,000 Public - Non —Ins?ll.ullonal - Resident Individual

6. KUSHANG SURENDRAKUMAR THAKKAR 2,00,000 Public - Non -Institutional - Resident Individual

7. NILESH HIRJI KARANI 100,000 Public - Non -Institutional - Resident Individual

8. JITESH JOITARAM PATEL 25,000 Public - Non —Ins?ll.ullonal - Resident Individual

9. VEGDA ARVIND V 10,000 Public - Non —Ins?ll.ullonal - Resident Individual

10. SHARMA RITU ASHOKBHAI 10,000 Public - Non —Ins?ll.ullonal - Resident Individual

11 | DOXTREC TRADE PRIVATE LIMITED 24,25,000 Public - Non -Institutional - Body corporate

12. NIDHISH SUMANKUMAR PATEL 1,00,000 Public - Non —Inspt_uuonal - 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 —Ins?ll.ullonal - Resident Individual

16. SAMRUDDHI DILIP LUNAWAT 5,000 Public - Non —Ins?ll.ullonal - Resident Individual

17. PARTH H KUNWAR 2,35,000 Public - Non —Ins?ll.ullonal - Resident Individual

18. | ANUJ SHYAMLAUI AGRAWAL 2,00,000 Public - Non -Institutional - Resident Individual

19. SACHIN AGRAWAL 1,45,000 Public - Non —Ins?ll.ullonal - Resident Individual

20. | SOLANKI MITESH MILANBHAI 25,000 Public - Non -Institutional - Resident Individual

TOTAL 92,00,000

120MH 1994PLC0TT2 14

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GD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

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.

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:

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.

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.

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.

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.

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.

Theissue 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

----------------Page (4) Break----------------

—_——

GD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

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: 08.08.2025 By order of the Board,

Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/-

DINESHKUMAR DHARAMKUMAR SABNANI

DIRECTOR

DIN: 10840546

IN: 157120 MH 1994PLCOTT2 14

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OD 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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:

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OD OMEGA INTERACTIVE TECHNOLOGIES LIMITED

MUFG INTIME INDIA PRIVATE LIMITED (Formerly Link Intime India Private Limited), C 101, Embassy 247, L BS

Marg, Vikhroli (West), Mumbai,400083-. Email id: accounts@in.mpms.mufg.com

9. 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 .

10. 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

11. 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.

12. 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.

13. Asthe 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 omegainteractive.technologies@gmail.com The same will be replied / made available by the

Company suitably.

14. 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.

15. Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum

under Section 103 of the Act.

16. 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.

17. 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 given in this Notice.

18. 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. August 25, 2025, may obtain the login ID and password by sending a request at

evoting@nsdl.co.in 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 call on 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. August

25, 2025 may follow steps mentioned in the Notice of the EGM under “Access to NSDL e-Voting system.

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) OMEGA INTERACTIVE TECHNOLOGIES LIMITED

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, August 29, 2025 and ends at 5:00 p.m. on

Sunday, August 31, 2025. 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, August 25, 2025 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, August 25, 2025.

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 Indir

securities in demat mode

dual shareholders holding

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.

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

securities in demat mobile. On the e-Services home page click on the “Beneficial

mode with NSDL. Owner” icon under “Login” which is available under ‘IDeAS’

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.isp

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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. Once the home page of e-

Voting system is launched, click on the icon “Login” which 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

Verification Code as shown on the screen. After successful

authentication, you will be redirected to NSDL Depository site

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 can also download NSDL Mobile App

“NSDL Speede” facility by scanning the QR code mentioned below

for seamless voting experience.

NSDL Mobile App is available on

.’ App Store } Google Play

O] ;=

Individual

securities in

mode with CDSL

Shareholders holding

demat

1 Users who have opted for CDSL Easi / Easiest facility, can login

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

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.

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3. If the user is not registered for Easi/Easiest, option to register is

available at CDSL website www.cdslindia.com and click on login &

New System Myeasi Tab and then click on registration option.

4. Alternatively, the user can directly access e-Voting page by

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.

Individual You can also login using the login credentials of your demat account

Shareholders (holding | through your Depository Participant registered with NSDL/CDSL for e-

securities in demat | Voting facility. upon logging in, you will be able to see e-Voting option.

mode) login through | Click on e-Voting option, you will be redirected to NSDL/CDSL Depository

their depository | site after successful authentication, wherein you can see e-Voting feature.

participants 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.

Individual Shareholders holding | Members facing any technical issue in login can contact NSDL helpdesk

securities in demat mode with | by sending a request at evoting@nsdl.co.inor call at toll free no.: 022 -

NSDL 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 helpdesk.evoting@cdslindia.com or contact at

CDsL 180022 55 33

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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.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available

under ‘Shareholder/Member’ section.

3. 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.

4. Your User ID details are given below :

Manner of holding shares i.e. Demat Your User ID is:

(NSDL or CDSL) or Physical

a) For Members who hold shares in demat | 8 Character DP ID followed by 8 Digit Client ID

account with NSDL. 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 | 16 Digit Beneficiary ID

account with CDSL. For example if your Beneficiary D is 12***** ¥kt kkxx

then your user D is 12**¥*¥¥x ¥kt kkkx

c) For Members holding shares in Physical EVEN Number ***** followed by Folio Number

Form. registered with the company

For example if folio number is 001*** and EVEN is

101456 then user ID is 101456001 ***

5. 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.

c) 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’.

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(ii) If your email ID is not registered, please follow steps mentioned below in process for

those shareholders whose email ids are not registered.

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.

c) If you are still unable to get the password by aforesaid two options, you can send a request at

evoting@nsdl.co.in 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.

After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check

box.

Now, you will have to click on “Login” button.

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?

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.

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.

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.

Upon confirmation, the message “Vote cast successfully” will be displayed.

You can also take the printout of the votes cast by you by clicking on the print option on the

confirmation page.

Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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 csabprofessional@gmail.com Please mention the e-mail ID of Scrutinizer> with a copy marked to

evoting@nsdl.co.in.

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

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the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on

www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-

voting 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 evoting@nsdl.co.in

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).

2. 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 (self-

attested 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

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.

3. Alternatively shareholder/members may send a request to evoting@nsdl.co.infor procuring user

id and password for e-voting by providing above mentioned documents.

4. 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.

2. 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.

3. 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.

4. 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

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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.

Members are encouraged to join the Meeting through Laptops for better experience.

Further Members will be required to allow Camera and use Internet with a good speed to avoid any

disturbance during the meeting.

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.

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

omegainteractive.technologies@gmail.com The same will be replied by the company suitably.

Date: 08.08.2025 By order of the Board,

Place: Mumbai OMEGA INTERACTIVE TECHNOLOGIES LIMITED

Sd/-

DINESHKUMAR DHARAMKUMAR SABNANI

DIRECTOR

DIN: 10840546

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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: INCREASE IN AUTHORIZED SHARE CAPITAL OF THE COMPANY

The existing Authorized Share Capital of the Company is Rs. 10,22,00,000/- (Rupees Ten Crore Twenty-Two Lakhs Only)

divided into 1,02,20,000 (One Crore Two Lakh Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each.

The Board in its Meeting held on August 02, 2025 approved and recommended increasing the Authorised Share Capital

to Rs. 11,82,00,000/- (Rupees Eleven Crore Eighty-Two Lakhs Only) divided into 1,18,20,000 (One Crore Eighteen Lakhs

Twenty Thousand) Equity Shares of Rs. 10/- (Rupees Ten) each of ranking pari-passu with the existing Equity Shares in all

respects, as per the Memorandum and Articles of Association of the Company. Consequently, Clause V of the

Memorandum of Association would also require alteration so as to reflect the changed Authorized Share Capital.

The proposal for increase in Authorised Share Capital and amendment of Memorandum of Association of the Company

requires approval of the Members.

The Board recommends the Resolution set out in Item no. 1 for approval of the Members as Ordinary Resolution.

None of the Directors, Key Managerial Personnel or their relatives are in any way concerned or interested in the proposed

resolution.

ITEM NO.2: ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

RESOLVED THAT pursuant to Section 13 & other applicable provisions, if any, of the Companies Act, 2013 including

Rules made thereunder as well as any other applicable laws for the time being in force & such other approvals,

permissions and sanctions, as may be necessary, consent of the members of the Company, be and is hereby accorded to

alter the existing Main Object Clause Ill (A) of the Memorandum of Association of the Company, by adding the following

new clause to the Object Clause of the Memorandum of Association of the Company:

1. To carry on the business of providing Manpower placement and recruiting, Selecting, Interviewing, Training

and Employing all types of executives, Middle Management Staff, Junior Level Staff, Workers, Labourers

Skilled/Unskilled required by various individuals, bodies, corporate, societies, undertakings, institutions,

associations, government, local authorities, Industries and organizations including providing security services,

Labour contractors, Industrial, Commercial, Housing and other security services and workers for office

management and to conduct employment bureau and to provide consultancy and other services in connection

with requirements of persons and manpower supply in India and abroad.

2. To carry on the business of producing, directing, financing, acquiring, co-producing, distributing, exhibiting,