To

The Members,

ur Directors have pleasure in submitting their 1 ^th Annual Report o the Company together with the Audited Statements o Accounts or the year ended 31 ^st March, 2025

The Company inancial perormance or the year under review along with previous year igures are given hereunder

( in Lakhs except EPS)

TRANSFER TO RESERES do not propose to transer any amount to general reserve.

To strengthen the inancial position o the Company and to augment working capital, your directors do not recommend any dividend or the F2025.

STATE OF COMPANIES AFFAIRS ur Directors are pleased to share the eceptional operational and inancial perormance achieved by the Company during F025. The major highlights o the F025 are as under

Revenue from operations stood at 18,646.87 lakhs in FY2025 compared to 13,223.35 lakhs in FY2024 thereby registering a growth of 41 %.

PAT stood at 2,005.27 lakhs in FY2025 compared to 1,268.41 lakhs in FY2024, thereby registering a growth of 58.09%.

The Company is well positioned to achieve better operation and inancial perormance in F026.

There is no Change in the nature o the business / operation o the Company done during the year under review.

The Company was originally ormed as a private limited liability company in the name and style o nnovative Inratech Soultions Private Limited under the Companies Act, 156, pursuant to a certiicate o incorporation dated

August 14, 2006 issued by the Registrar of Companies, National Capital Territory of Delhi and Haryana. Subsequently, pursuant to a resolution passed by our oard o Directors in its meeting held on November 13, 2023, and by the Shareholders in their etraordinary general meeting held on December 15, 2023, in order to relect the main business activity o the Company and or better branding, the name o our Company was changed to SL Devices Private Limitedand a resh certiicate o incorporation dated January 16, 2024 was issued by the Registrar o Companies,

Delhi and Haryana at Delhi.

Further, our Company was converted into a public limited company pursuant to a resolution passed by our oard o Directors in its meeting held on March 15, 2024, and by the Shareholders in an etraordinary general meeting held on March 22, 2024 and conseuently the name o our Company was changed to SL Devices Limitedand a resh certiicate o incorporation dated May 02, 2024 was issued by the Registrar o Companies, Central Processing Centre. The Corporate Identiication Number o our Company is L72200DL2006PLC152027.

During the inancial year 2024 -25, OSL Devices Limited has successully listed its 1,61,2,200 euity shares on the SM Platorm o NS on September 24, 2024. This signiicant milestone marks a new chapter in the Company growth journey, providing it with enhanced visibility and access to a broader investor base.

As on March 31, 2025, the share of the Company held in demat form represents 100% of the total issued and paid-up capital o the Company. The Company ISIN No. is IN0RMF0101. M/s. MAS Services Limited is the Registrar and Share Transer Agent o the Company and handles investors related matters under the supervision o the Company.

During the inancial year 2025-26, the Company has Issued and allotted 4,5,074 (Four lakhs eighty-ive thousand and seventy-our) warrants, convertible into euity Shares o ace value o Rs. 10.00 each, at a price o Rs. 26.00 each (including a premium o Rs. 25.00 each) as per the SI (ICDR) Regulations, 201 to the promoter category on preerential issue basis. No material changes and commitments aecting the inancial position o the Company occurred rom the end o the Financial ar 2023-24 to date o this report. (RRANTS or anything else) No voluntary revision o Financial Statements or oard Report has been made by the Company during the Financial year 2024-25.

The company has only one class o shares i.e. uity shares o Rs. 10/ - each only and all uity Shares are ranked pari-passu in all respect. All uity Shares issued are ully paid -up during the period under review (i) The Authorized Share Capital o the Company is Rs. 20,00,00,000/ - (Rupees Twenty Crore Only) (ii) Issued, Subscribed, and Paid-up uity Share Capital is Rs. 16,12,2,000/ - (Rupees Siteen Crore Twelve Lakh Ninety-Two Thousand Only).

During the Financial ar 2023-24, the company has allotted 1,75,000 uity Shares by way o Preerential Allotment dated June 1, 2024.

On September 24, 2024, the Company successully completed its IPO by way o issuing 1,61,2,200 euity shares. This IPO marks a signiicant milestone, enhancing the Company capital base and providing access to a broader investor base through the listing on the SM Platorm o NS.

During the F025, the Company has not undertaken any alteration or amendment to the Memorandum and Articles o Association o the Company.

Pursuant to Section 2(3) read with Section 134(3) (a) o the Companies Act, 2013, the Annual Return or the year ending on March 31, 2025 is available on the Company website at https//oseldevices.com .

As on March 31, 2025, the Company has Si Directors o which three are ecutive Directors. The Company has three Independent Directors.

Pursuant to the provisions o Section 152 o the Companies Act, 2013, Mr. Rajendra Ravi Shanker Mishra (DIN 0162136), Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting o the Company and being eligible has oered himsel or reappointment. Necessary resolution or his re-appointment is included in the Notice o AGM or seeking approval o Members. The Directors recommend his re-appointment or your approval. A brie proile o Mr. Rajendra Ravi Shanker Mishra (DIN 0162136), will be given in the Notice convening the AGM or reerence o the shareholders.

During the year under review, 17 (Seventeen) board meetings were held in accordance with the provisions o Companies Act, 2013. The said meetings were held on 23-04-2024; 02-05-2024; 07-06-2024; 1-06-2024; 21-06-2024; 1-0-2024; 07-0-2024; 0-0-2024; 10-0-2024; 20-0-2024; 25-0-2024; 13-11-2024; 22-11-2024; 03-12-2024; 20-12-2024; 11-02-2025; 26-03-2025.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SI Listing Regulations.

Furthermore, during the year under review, 4 (Four) Audit Committee Meetings, 1 (One) Stakeholders Relationship Committee Meeting, 1 (One) Nomination and Remuneration Committee Meeting, 1 (One) Independent Directors Meeting were convened and held

Pursuant to the provisions o the Companies Act, 2013, Regulation 17(10) o the Listing Regulations and in line with our corporate governance guidelines, peer evaluation o all oard members, annual perormance evaluation o its own perormance, as well as the evaluation o the working o oard Committees was undertaken. This evaluation is led by the Chairman o the Nomination and Remuneration Committee with a speciic ocus on the perormance and eective unctioning o the oard and its Committees. The evaluation process, inter alia, considers attendance o Directors at oard and committee meetings, acuaintance with business, communication inter se board members, the time spent by each o the oard members, core competencies, personal characteristics, accomplishment o speciic responsibilities and epertise.

The perormance o the oard was evaluated by the oard ater seeking inputs rom all the Directors on the basis o the criteria such as the oard composition and structure, eectiveness o oard processes, inormation and unctioning etc.

The perormance o the Committees was evaluated by the oard ater seeking inputs rom the Committee Members on the basis o the criteria such as the composition o Committees, eectiveness o committee meetings, etc.

The report on the perormance evaluation o the Individual Directors was reviewed by the oard and eedback was given to the Directors.

The Company has constituted the ollowing Committee o directors.

1. Sreerama Murthy Garuda , Independent Director (Chairperson)

2. Hitu Gambhir Mahajan, Independent Director (Member); and

3. Mukesh Kumar Sinha, ole Time Director (Member)

During the year under review, there has been no instance where the recommendations o the Audit Committee have not been accepted by the oard. The terms o reerence o the Audit Committee are in accordance with the provision o the Companies Act, 2013 and in line with SI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

1. Sreerama Murthy Garuda , Independent and non eecutive Director (Chairperson)

2. Hitu Gambhir Mahajan, Independent Director (Member); and

3. Mukesh Kumar Sinha, ole Time Director (Member)

During the year under review, there has been no instance where the recommendations o the Stakeholders Relationship Committee have not been accepted by the oard. The terms o reerence o the Stakeholders Relationship Committee are in accordance with the provision o the Companies Act, 2013 and in line with SI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

1 Sreerama Murthy Garuda , Independent Director (Chairperson);

2. Hitu Gambhir Mahajan , Independent Director (Member); and

3. Saurav Upadhyay, Independent Director (Member).

During the year under review, there has been no instance where the recommendations o the Nomination and Remuneration Committee have not been accepted by the oard. The terms o reerence o the Nomination and Remuneration Committee are in accordance with the provision o the Companies Act, 2013 and in line with SI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

1. Rajendra Ravi Shankar Mishra, Managing Director (Chairman)

2. Sreerama Murthy Garuda, Independent Director (Member) and

3. Jyotsna Jawahar, ole-time Director and CFO (Member)

In accordance with the provisions o Section 14(7) o the Companies Act, 2013, each o the Independent Directors has conirmed to the Company that he or she meets the criteria o independence laid down in Section 14(6) o the Companies Act, 2013 read with Regulation 16(1)(b) o the SI (Listing Obligations and Disclosure Reuirements), Regulations 2015 (the Listing Regulations) as emended.

In the opinion o the oard o Directors, all Independent Directors o the Company ulils the conditions speciied in the Act and Rules made thereunder.

During F025, one meeting o Independent Directors was held without the presence o the ecutive Directors or Management Personnel on 26-03-2025. At such meeting, the Independent Directors have discussed, among other matters, the challenges aced by the Company, growth strategies, low o inormation to the oard, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

To meets the reuirement under Section 177() and (10) o the Companies Act, 2013 and Regulation 22 o the Listing Regulations the Company has adopted a vigil mechanism named istle lower Policy or directors and employees to report genuine concerns, which shall provide adeuate saeguards against victimization o persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other inormation to the stakeholders, any conduct that results in violation o the Company Code o usiness Conduct, to management (on an anonymous basis, i employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment o any kind against any employee who, based on the employee reasonable belie that such conduct or practice have occurred or are occurring, reports that inormation or participates in the said investigation. The istle lower Policy is displayed on the Company website at www.oseldevices.com.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the F025.

The oard has on the recommendation o the Nomination and Remuneration Committee ramed a policy or the selection and appointment o Directors and Senior Management Personnel and their remuneration. The Company policy relating to the Directors appointment, payment o remuneration and discharge o their duties is available on the website o the Company at www.oseldevices.com.

The Company has its own risk management policy to ensure that all the current and uture material eposures o the Company are identiied, assessed, uantiied appropriately, mitigated and managed. This risk management policy will help the Company assure smooth and hurdle ree operations. The Company policy relating to the risk management is available on the website o the Company at www.oseldevices.com.

The Company does not have any Subsidiary, Joint venture or Associate Company.

As per Provision to regulation Rule 4(1) o the companies (Indian Accounting Standards) Rules, 2015 notiied vide Notiication No. G.S.R 111 () on 16th February, 2015, Companies whose shares are listed on SM echange as reerred to in Chapter o SI (Issue o Capital and Disclosure Reuirements) Regulations, 200, are eempted rom the compulsory reuirements o adoption o IND-AS w.e.. 1st April, 2017. As your Company is listed on SM Platorm o NS, it is covered under the eempted category and not reuired to comply with IND-AS or preparation o inancial statements.

During the year under review, no signiicant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status o the Company and its operation in the uture.

The reuirement speciied in regulations 17, 17A, 1, 1, 20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) o sub-regulation (2) o regulation 46 and para C, D and o Schedule o SI (LODR) Regulations, 2015 are not applicable to the Company. In additions to the applicable provisions o the Companies Act, 2013 become applicable to the company immediately up on the listing of Equity Shares on the NSE SME. However, the

Company has complied with the corporate governance reuirement, particularly in relation to appointment o independent directors including woman director in the oard, constitution o an Audit Committee and Nomination and Remuneration Committee. The oard unctions either on its own or through committees constituted thereo, to oversee speciic operational areas.

Pursuant to Section 13(2) o the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 1 ^thAnnual General Meeting (AGM) held on September 5, 2024, had appointed M/s. Kumar Samantaray and Associates (FRN 020310N), Chartered Accountants as Statutory Auditors to hold oice rom the conclusion o the 1 ^thAGM until the conclusion o the 21 ^stAGM o the Company to be held in the year 2027.Accordingly, M umar Samantaray and Associates , continues to be the Statutory Auditors o the Company till the conclusion o the 21^st AGM, as approved by the shareholders at the AGM held on September 5, 2024.

The Statutory AuditorsReport is anneed to this Annual Report. The Statutory Audit Report does not contain any ualiication reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts reerred to in the AuditorsReport are sel-eplanatory and, thereore, do not call or any urther comments.

Pursuant to the provisions o Section 204 o the Companies Act, 2013 and Rules made thereunder, the Company had appointment o M/s. M Shahnawaz & Associates, Practicing Company Secretaries, as the Secretarial Auditor o the Company or the Financial ar 2024-25. M/s. M Shahnawaz & Associates is a irm o Practicing Company Secretaries, established in 2015, providing consultancy services in the ield o Corporate Law Compliance mainly SI Regulations, FMA, Companies Act and NFC or more than years. The Firm is led by CS Md Shahnawaz having more than 17 years o eperience in Corporate Law Compliances The Secretarial Audit Report submitted by him, or F024-25 is anneed herewith marked as nneure to this Report.

The Secretarial Audit Report does not contain any ualiication, reservation or adverse remark, and, thereore, does not call or any urther comments.

Pursuant to the provisions o the section 13 o the Companies Act, 2013 and rule 13 o the Companies (Accounts Rules) 2014, and other applicable provisions, i any, o the Companies Act, 2013 read with rules made thereunder (including any statutory modiication(s) or enactment thereo or the time being in orce), and on recommendation o Audit Committee M/s. Anoop R Chandra & Co, Chartered Accountants (FRN No. 02212N) was appointed as the Internal Auditor o the company to conduct an internal audit o the unctions and activities o the company or the Financial ar 2024-25 at such remuneration as may be mutually agreed upon between the oard o Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit o the unctions and operations o the Company and reports to the Audit Committee and oard rom time to time. There are no ualiications or adverse remarks o the Internal Auditor in the Report issued by them or the Financial ar 2024-25 which calls or any eplanation rom the oard o Directors.

During the year under review, the Company has duly complied with the applicable provisions o the Secretarial Standards on Meetings o the oard o Directors (SS-1) and General Meetings (SS-2) issued by The Institute o Company Secretaries o India (ICSI).

The Company has an adeuate Internal Control System, commensurate with the size, scale and compleity o its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman o the Audit Committee o the oard.

Internal Audit is conducted by an Independent Proessional Firm o Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative o Statutory Auditor and the Internal Auditor are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction o the Audit Committee.

The controls comprise o a) Oicials o the Company have deined authority and responsibilities within which they perorm their duty; b) All the anking transactions are under joint authority and no individual authorization is given; c) Maker-checker system is in place. d) Any deviations rom the previously approved matter reuire resh prior approval.

During the year under review, the Statutory Auditor and Internal Auditor have not reported any instances o raud committed in the Company by its oicers or employees to the Audit Committee under section 143(12) and Rule 13 o the Companies (Audit and Auditors) Rules, 2014 o the Companies Act, 2013.

The particulars o loans given, investment made or guarantee given or security provided and the purpose or which the loan or guarantee or security is proposed to be utilized as per the provisions o Section 16 o the Companies Act, 2013 are disclosed in the Notes o the Financial Statements or the inancial year ended March 31, 2025.

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount ualiied as a deposit as on 31st March 2025.

The Company has entered into related party transaction in ordinary course o business and at arm length. As none of the transactions with any of the related party exceed the 10% of the turnover of the Company, there was no material related party transaction during the year under review. Thus, the disclosure o particulars o contracts or arrangements with related parties as prescribed in Form AOC-2 under section 1(1) o the Companies Act, 2013, during the inancial year ended March 31, 2025, is not applicable.

The details o related party transactions are disclosed in Form AOC 2 as Anneure enclosed herewith. The policy on Related Party Transactions as approved by the oard is uploaded on the Company website www. oseldevices.com.

The details o conservation o energy and technology absorption are applicable to the Company as the Company is engaged in the manuacturing activities. Further, the oreign echange earnings and outgo or the inancial year ended March 31, 2025 in accordance with the provisions o Section 134(3)(m) o the Companies Act, 2013 read with Rule o the Companies (Accounts) Rules 2014 in the prescribed ormat are anneed hereto as nneure and orms part o this report.

The statement containing names o top ten employees in terms o remuneration drawn and the particulars o employees as reuired under Section 17(12) o the Act read with Rule 5(2) and 5(3) o the Companies (Appointment and Remuneration o Managerial Personnel) Rules, 2014, is provided in a separate Anneure orming part o this report.

The Annual Report on CSR activities is enclosed as per prescribed ormat as nneure and orms part o this report.

The reuirement o maintenance o cost records as speciied by the Central Government under sub-section (1) o section 14 o the Companies Act, 2013, and audit o cost records were not applicable to the Company during the year under review.

During the year under review, neither any application was made nor any proceedings is pending against the Company under the Insolvency and ankruptcy Code, 2016

There was no one time settlement by the Company with the anks or Financial Institutions during the year under review, thus, the details o dierence between amount o the valuation done at the time o one-time settlement and the valuation done while taking loan rom the anks or Financial Institutions along with the reasons thereo are not applicable.

The Director Responsibility Statement reerred to in clause (c) o Sub-section (3) o Section 134 o the Companies Act, 2013 shall state that a) In the preparation o the annual accounts, the applicable accounting standards have been ollowed along with proper eplanation relating to material departures. b) The directors has selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and air view o the state o aairs o the company at the end o the inancial year and o the proit & loss o the company or that period. c) The directors had taken proper and suicient care or the maintenance o adeuate accounting records in accordance with the provisions o this Act or saeguarding the assets o the company and or preventing and detecting raud and other irregularities. d) The directors has prepared the annual accounts on a going concern basis; e) The directors, in the case o a listed company, had laid down internal inancial controls to be ollowed by the company and that such internal inancial controls are adeuate and were operating eectively, and

) The directors had devised proper system to ensure compliance with the provisions o all applicable laws and that such system were adeuate and operating eectively.

The Company has adopted a Code o Conduct or Prevention o Insider Trading, in accordance with the reuirements o Securities and change oard o India (Prohibition o Insider Trading) Regulations, 2015, as amended rom time to time.

The Company Secretary is the Compliance Oicer or monitoring adherence to the said Regulations. The Code is displayed on the Company website at www.oseldevices.com.

As per requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has placed adequate mechanism to provide safe and congenial working environment to all emale employees, by regularly arranging trainings and awareness programs to sensitize all employees on the matter.

The Company has constituted Internal Complaints Committee (ICC) to redress the complaints o emale workers as per the laws in orce.

Following is the status of complaints received under POSH during the Financial Year 2024-25:

In term o reuirements o Regulation 34(2)(e) o SI (LODR) Regulation 2015, a Management Discussion and Analysis Report are set out as a separate section in this Annual Report which orms an integral part o this report.

Pursuant to the applicable provisions o the Companies Act, 2013, read with the IPF Authority (Accounting, Audit, Transer and Reund) Rules, 2016 (he IPF Rules, all unpaid or unclaimed dividends are reuired to be transerred by the Company to the IPF, established by the Government o India, ater the completion o seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders or seven consecutive years are also to be transerred to the Demat account o the IPF Authority. During the year, there was no unclaimed and unpaid dividend and corresponding euity shares on which dividend were unclaimed/unpaid or seven consecutive years which was reuired to be transerred as per the reuirement o the IPF Rules. Further, pursuant to the provisions o Section 124(6) o the Act read with the relevant Rules made thereunder, as there was no euity shares on which dividend has not been paid or claimed or seven (7) consecutive years or more, no shares are due or transer to the IPF as notiied by the Ministry o Corporate Aairs.

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. ur Company was able to attract and retain best talent in the market and the same can be elt in the past growth o the Company. The Company is constantly working on providing the best working environment to its Human Resources with a view to inculcate leadership, autonomy and towards this objective; your company makes all eorts on training. ur Company shall always place all necessary emphasis on continuous development of its Human Resources. The belief "Great People create Great Organization" has been at the core of the Company's approach to its people.

The Company is ully committed to upholding the rights and welare o its employees in accordance with the applicable laws. In line with this commitment, the Company ensures strict compliance with the provisions o the Maternity

Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of employees.

ENERA ur Directors state that no disclosure or reporting is reuired in respect o the ollowing matters as there were no transactions on these items during the year under review Issue o euity shares with dierential rights as to dividend, voting or otherwise.

Issue o shares (including sweat euity shares) to employees o the Company under any scheme.

The Company does not have any scheme o provision o money or the purchase o its own shares by employees or by trustees or the beneit o employees.

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy o the Notice o the 1 ^th Annual General Meeting o the Company along with a copy o the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Company website at www.oseldevices.com.

ACNOWDEMENTS ur Directors place on record their sincere thanks to Partners Companies, ankers, usiness Associates, Consultants, and rious Government Authorities or their continued support etended to your Company activities during the year under review. ur Directors also acknowledges grateully the shareholders or their support and conidence reposed on your Company.