OSEL Devices Ltd Directors Report

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

The Companys financial performance for the year under review along with previous year figures are given hereunder:

	Standalone	Consolidated
Particulars	FY 2026	FY 2025	FY 2026	FY 2025
Revenue from operations	29,266.81	18,646.87	29,266.81	18,646.87
Add: Other Income	190.37	13.20	190.37	13.20
Less: Expenses	25,031.41	15,763.77	25,034.77	15,763.77
Profit/ Loss before tax expense	4,425.77	2,896.30	4,422.41	2,896.30
Less: Tax Expenses:
Provision for Current tax	(1,373.14)	(826.09)	(1,373.14)	(826.09)
Provision for Previous Year Tax	(84.36)	(43.10)	(84.36)	(43.10)
Deferred Tax	(43.76)	(21.85)	(43.71)	(21.85)
Profit/ Loss after tax expense	2,924.50	2,005.27	2,921.19	2,005.27

2. TRANSFER TO RESERVES

During the year, the Board of Directors of your company has decided not to transfer any amount to the reserves.

3. DIVIDEND

To strengthen the financial position of the Company and to augment working capital, your directors do not recommend any dividend for the FY 2026.

4. STATE OF COMPANIES AFFAIRS

Your Directors are pleased to share the exceptional operational and financial performance achieved by the Company during FY2026.

The major highlights of the Audited Standalone Financial Results for the FY2026 are as under:

• Revenue from operations stood at Rs29,266.81 lakhs in FY2026 compared to TI8,646.87 lakhs in FY2025 thereby registering a growth of 57 %.

• PAT stood at Rs2924.50 lakhs in FY2026 compared to Rs2,005.27 lakhs in FY2025, thereby registering a growth of 45.84%.

The major highlights of the Audited Consolidated Financial Results for the FY2026 are as under:

• Revenue from operations stood at Rs29,266.81 lakhs in FY2026 compared to TI8,646.87 lakhs in FY2025 thereby registering a growth of 57 %.

• PAT stood at Rs2921.19 lakhs in FY2026 compared to Rs2,005.27 lakhs in FY2025, thereby registering a growth of 45.67%.

5. CHANGE IN THE NATURE OF BUSINESS

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

6. CHANGE IN NAME AND STATUS OF THE COMPANY

There is no Change in the name and status of the Company done during the year under review.

7. DEMATERIALISATION OF SHARES

The shares of the company is listed at National Stock Exchange SME Emerge Platform. The company has paid its up-to-date listing fees to the stock exchange.

As on March 31, 2026, the share of the Company held in demat form represents 100% of the total issued and paid-up capital of the Company. The Company ISIN No. is INE0RMF01018. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company and handles investors related matters under the supervision of the Company.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year 2025-26 and the date of this Report.

Further, No voluntary revision of the Financial Statements or the Boards Report has been made by the Company during the financial year 2025-26.

9. SHARES CAPITAL

The company has only one class of shares i.e. Equity shares of Rs. 10/- each only and all Equity Shares are ranked pari-passu in all respect. All Equity Shares issued are fully paid-up during the period under review:

• The Authorized Share Capital of the Company is Rs. 20,00,00,000/- (Rupees Twenty Crore Only)

• Issued, Subscribed, and Paid-up Equity Share Capital as on 31st March 2026 is: Rs. 17,69,46,000/- (Rupees Seventeen Crore Sixty-Nine Lakh Forty-Six Thousand Only).

• Issued, Subscribed, and Paid-up Equity Share Capital as on Date of this Report is: Rs. 17,79,46,000/- (Rupees Seventeen Crore Seventy-Nine Lakh Forty-Six Thousand Only).

Changes in Share Capital

During the period 2025-26 under review, The Paid-up Equity Capital has been changed in the manner set forth below:

• ALLOTMENT

o During the Financial Year 2025-26, the Company allotted 4,85,074 (Four Lakh Eighty-Five Thousand and Seventy-Four) warrants, each convertible into one equity share of face value of TI0/- each, at an issue price of Rs268/- per warrant (including a premium of Rs258/- per warrant), on a preferential basis in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said warrants were allotted to Mrs. Jyotsna Jawahar, belonging to the Promoter Category. o During the Financial Year 2025-26, the Company, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, issued and allotted 15,65,400 (Fifteen Lakh Sixty- Five Thousand Four Hundred) equity shares of face value of T10/- each at an issue price of Rs340/- per equity share (including a premium of Rs330/- per equity share) on a preferential basis to the Non-Promoter Public Category and 1,00,000 (One Lakh) warrants on a preferential basis to the Non-Promoter Public Category, each warrant being convertible into one equity share of face value of T10/- each, in accordance with the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

o During the Financial Year 2026-27, the Company allotted 1,00,000 (One Lakh) equity shares of face value of T10/- each pursuant to the conversion of 1,00,000 warrants issued on a preferential basis, upon receipt of the balance consideration payable for such conversion, in accordance with the provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The said equity shares were allotted to the Non-Promoter Public Category.

o During the year under review, the Company has not bought back any of its securities. o During the year under review, the Company has not issued any Sweat Equity Shares. o During the year under review, the company has not issued any Bonus Shares.

10. ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During the FY2026, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

11. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Companys website at https://oseldevices.com.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Composition

As on March 31, 2026, Company has 6 Directors with an Executive Chairman, of the 6 Directors, 3 are Executive

Directors and 3 are Non-Executive Directors (including 3 Independent Directors).

The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• None of the Director on the Board is a director in more than 7 Listed Companies or a member of more than 10 Committees or a Chairman / Chairperson of more than 5 Committees across all listed companies (including public limited company) in which he/she is a director. Necessary disclosures regarding Committee positions in other public limited companies as on March 31, 2026 have been disclosed by all the Directors of the Company.

• None of the Whole-time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel except its subsidiary companies or associate companies.

• Further, none of the Directors / KMP of the Company are disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Change in Director(s) and Key Managerial Personnel

• Mr. Saurav Upadhyay, Independent Director of the Company, tendered his resignation from the position of Independent Director of the Company, with effect from closure of business hours on November 26, 2025 due to pre occupancy and other personal reasons.

• On January 15, 2026, the Company appointed Mr. Dipankar Ghoshal as the Chief Executive Officer and KMP of the Company, pursuant to the approval of the Nomination and Remuneration Committee and the Board of Directors.

• On February 24, 2026 Company appointed Ms. Dhwani Fatehpuria as an Additional Independent Director of the Company approved by NRC Committee and Board of Directors.

• As per Section 152 of the Companies Act, 2013 and other applicable provisions of the Act, Mr. Mukesh Kumar Sinha (holding DIN: 05330700), Director of the Company (designated as Whole-Time Director) of the Company, who retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The details of Directors being recommended for appointment / re-appointment as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is contained in the accompanying Notice convening ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking shareholders approval are also included in the Notice.

13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the year under review, 17 (Seventeen) board meetings were held in accordance with the provisions of Companies Act, 2013. The said meetings were held on 06.05.2025; 15.05.2025; 21.05.2025; 26.05.2025; 25.06.2025; 28.06.2025; 21.07.2025; 30.07.2025; 06.08.2025; 20.08.2025; 30.08.2025; 01.09.2025; 12.11.2025; 24.12.2025; 15.01.2026; 16.02.2026 and 24.02.2026.

The intervening gap between two consecutive meetings was within the limit prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations.

Number of meetings attended by each director are as follows:

Date of the Meeting	No. of Director entitled to attend the meeting	No. of Directors Attended
06.05.2025	6	2
15.05.2025	6	4

 

Date of the Meeting	No. of Director entitled to attend the meeting	No. of Directors Attended
21.05.2025	6	2
26.05.2025	6	6
25.06.2025	6	2
28.06.2025	6	2
21.07.2025	6	3
30.07.2025	6	6
06.08.2025	6	3
20.08.2025	6	2
30.08.2025	6	3
01.09.2025	6	2
12.11.2025	6	4
24.12.2025	5	2
15.01.2026	5	5
16.02.2026	5	3
24.02.2026	5	4

Furthermore, during the year under review, 6 (Six) Audit Committee Meetings, 2 (Two) Stakeholders Relationship Committee Meetings, 4 (Four) Nomination and Remuneration Committee Meetings, 2 (Two) Corporate and Social Responsibility Committee Meetings, 1 (One) Independent Directors Meeting were convened and held:

	Date of Meeting	No. of Director entitled to attend the meeting	No. of Directors Attended
1. Audit Committee Meeting	15.05.2025	3	2
2. Audit Committee Meeting	26.05.2025	3	3
3. Audit Committee Meeting	30.07.2025	3	3
4. Audit Committee Meeting	30.08.2025	3	2
5. Audit Committee Meeting	12.11.2025	3	3
6. Audit Committee Meeting	16.02.2026	3	2
7. Stakeholders Relationship Committee Meeting	26.05.2025	3	3
8. Stakeholders Relationship Committee Meeting	12.11.2025	3	3
9. Nomination & Remuneration Committee Meeting	26.05.2025	3	3
10. Nomination & Remuneration Committee Meeting	12.11.2025	3	2
11. Nomination & Remuneration Committee Meeting	15.01.2026	2	2
12. Nomination & Remuneration Committee Meeting	24.02.2026	2	2
13. Corporate Social Responsibility Committee	26.05.2025	3	3
14. Corporate Social Responsibility Committee	12.11.2025	3	2

14. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared for evaluating the performance of Board, its Committees and Individual Director including Independent Directors. The questionnaires were prepared after taking into consideration the various facets related to working of Board, its committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration Policy of the Company, reviewed the performance of the Individual Directors including Independent Directors on the basis of the criteria and framework adopted by the Board.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board after obtaining inputs from the respective Committee Members, while the performance of Individual Directors was evaluated by the Board, excluding the Director being evaluated.

Based on the evaluation, the Board concluded that its overall performance, as well as that of its Committees and Individual Directors, was satisfactory and effective. The Board noted that it continues to function efficiently with high standards of corporate governance, transparency and accountability, and that the Directors collectively contribute towards the strategic direction, governance and sustainable growth of the Company.

15. COMMITTEES OF THE BOARD

The Company has constituted the following Committee of Board of Directors.

AUDIT COMMITTEE

Composition of the Committee:

1.Sreerama Murthy Garuda, Independent Director (Chairperson)

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

3. Mukesh Kumar Sinha, Whole-time director (Member)

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI (LODR) Regulations although the (LODR) Regulation pertaining to Audit Committee is not applicable to the Company.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Composition of the Committee:

1.Sreerama Murthy Garuda, Independent Director (Chairperson)

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

3. Mukesh Kumar Sinha, Whole-time director (Member)

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI (LODR) Regulations although the (LODR) Regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE

Composition of the Committee:

1.Sreerama Murthy Garuda, Independent Director (Chairperson);

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

3. Dhwani Fatehpuria, Additional Independent Director (Member w.e.f February 24, 2026); and 4.Saurav Upadhyay, Independent Director (ceased to be a member with effect from November 26, 2025).

16. COMMITTEES OF THE BOARD

During the year under review, there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI (LODR) Regulations although the (LODR) Regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Composition of the Committee:

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

2.Sreerama Murthy Garuda, Independent Director (Member) and 3.Jyotsna Jawahar, Whole-time director & CFO (Member)

MANAGEMENT COMMITTEE

Composition of the Committee:

• Rajendra Ravi Shankar Mishra, Managing Director (Chairman)

• Mukesh Kumar Sinha, Whole-time Director (Member)

Ms. Diksha, Company Secretary and Compliance Officer of the Company acts as Secretary to all the Committees.

17. DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(6) & Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) & Section 149(7) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the (LODR) Regulations as amended.

In the opinion of the Board of Directors, all Independent Directors of the Company fulfils the conditions specified in the Act and Rules made thereunder and also possess the attributes of integrity, expertise and experience (including the proficiency) as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

18. MEETING OF THE INDEPENDENT DIRECTORS

During FY2026, the meeting of Independent Directors was held on 15.01.2026. At this meeting, the Independent discussed various key matters, including - growth strategies, flow and quality of information shared with the Board, business strategy and leadership strengths, compliance and corporate governance, human resource- related issues, performance evaluation of Executive Directors. The meeting provided an opportunity for the Independent Directors to engage in a candid discussion and offer insights on strategic and governance-related matters, thereby contributing to the effective oversight of the Company.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY

To meets the requirement under Section 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (LODR) Regulations the Company has established a vigil mechanism through its Whistle Blower Policy to provide directors and employees with an avenue to report genuine concerns, which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any genuine concerns regarding any unethical behaviour, fraudulent financial or other information, violation of the Companys Code of Conduct or any other misconduct.

The Whistle Blower Policy provides adequate safeguards against victimisation of persons who avail themselves of the mechanism and ensures that concerns raised are dealt with in a fair, transparent, and confidential manner. The Company is committed to maintaining the highest standards of ethical, moral, and legal conduct and encourages all stakeholders to report any suspected instances of unethical or improper practices without fear of retaliation.

The Company has a zero-tolerance approach towards any form of discrimination, retaliation, or harassment against any person who, in good faith, reports a concern or participates in an investigation under the Whistle Blower Policy.

The Whistle Blower Policy is available on the Companys website at www.oseldevices.com.

During the financial year 2025-26, no person was denied access to the Chairperson of the Audit Committee, and no whistle blower complaints were received that warranted reporting under the applicable provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations.

20. RISK MANAGEMENT POLICY

The Company has its own risk management policy to ensure that all the current and future material exposures of the Company are identified, assessed, mitigated appropriately. This risk management policy will help the Company assure smooth and hurdle free operations. The Companys policy relating to the risk management is available on the website of the Company at www.oseldevices.com.

21. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

The Company has two wholly owned subsidiaries, namely Osel Industrial Park Private Limited and Proxima Leasing Private Limited, and one subsidiary, Osel Healthcare Private Limited. In addition, the Company has one step-down subsidiary, SFL Hearing Solutions Private Limited. None of the aforesaid subsidiaries qualifies as a material subsidiary in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has formulated a Policy on Material Subsidiaries under Regulations 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 which is available on the website of the Company at www.oseldevices.com under Investor Relations Section.

22. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (c) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. As your Company is listed on SME Platform of NSE, it is covered under the exempted category and not required to comply with IND-AS for preparation of financial statements.

23. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

24. CORPORATE GOVERNANCE

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions relating to Corporate Governance are not applicable to the Company, as the equity shares of the Company are listed on the NSE Emerge Platform (SME Platform) of the National Stock Exchange of India Limited. Accordingly, the Company is exempt from compliance with the Corporate Governance requirements specified under the applicable provisions of the SEBI (LODR) Regulations, including the requirement of submission of the Corporate Governance Report under Regulation 27(2) thereof.

"In addition to the applicable provisions of the Companies Act, 2013 that became applicable to the Company upon listing of its equity shares on the NSE Emerge Platform, the Company has voluntarily adopted appropriate corporate governance practices, including the appointment of Independent Directors and a Woman Director and the constitution of the Audit Committee and Nomination and Remuneration Committee."

25. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 136 of the Companies Act, 2013 and Regulation 34 of the SEBI (LODR) Regulations read with other applicable provisions, the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, prepared in accordance with applicable Accounting Standards, which form a part of the Annual Report. The financial statements including consolidated financial statements

and the audited accounts of the subsidiary are available on the Companys website www.oseldevices.com Accordingly, a statement containing the salient features of the financial statements of the subsidiary in the prescribed Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013, is attached as "Annexure 2" to this Boards Report.

26. AUDITORS

A. STATUTORY AUDITORS & AUDITORS REPORT

Pursuant to Section 139(2) of the Companies Act, 2013, read with Companies (Audit and Auditors) Rules, 2014, the Company at its 18th Annual 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 office from the conclusion of the 18th AGM until the conclusion of the 21st AGM of the Company to be held in the year 2027.Accordingly, M/s. Kumar Samantaray and Associates, continues to be the Statutory Auditors of the Company till the conclusion of the 21st AGM, as approved by the shareholders at the AGM held on September 5, 2024.

The Statutory Auditors Report is annexed to this Annual Report. The Statutory Audit Report does not contain any qualification reservation or adverse remark or disclaimer made by Statutory Auditors. The notes to the accounts referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments.

B. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointment of M/s. M Shahnawaz & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for the Financial Year 2025-26. M/s. M Shahnawaz & Associates is a firm of Practicing Company Secretaries, established in 2015, providing consultancy services in the field of Corporate Law Compliance mainly SEBI Regulations, FEMA, Companies Act and NBFC for more than 9 years. The Firm is led by CS Md Shahnawaz having more than 17 years of experience in Corporate Law Compliances.

The Secretarial Audit Report submitted by him in Form no. MR-3, for FY2025-26 is annexed herewith marked as "Annexure-1" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

C. INTERNAL AUDITOR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s. Anoop R Chandra & Co, Chartered Accountants (FRN No. 022192N) was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

27. SECRETARIAL STANDARDS

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI)and notified under the provisions of the Companies Act, 2013.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

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

The controls comprise of:

1. Officials of the Company have defined authority and responsibilities within which they perform their duty;

2. All the Banking transactions are under joint authority and no individual authorization is given;

3. Maker-checker system is in place.

4. Any deviations from the previously approved matter require fresh prior approval.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security were utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the Notes of the Financial Statements for the financial year ended March 31, 2026.

30. DEPOSIT

The Company has neither accepted nor renewed any deposits during the year under review. Further, the Company does not have any outstanding amount qualified as a deposit as on 31st March 2026.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into related party transaction in ordinary course of business and at arms 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 of particulars of contracts or arrangements with related parties as prescribed in Form AOC-2 under section 188(1) of the Companies Act, 2013, during the financial year ended March 31, 2026, is not applicable.

Pursuant to Regulation 23(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has filed the Reports on RPTs with the Stock Exchanges within the Statutory timelines.

The details of related party transactions are disclosed in Form AOC - 2 as "Annexure 3", enclosed herewith.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website: www.oseldevices.com.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption are applicable to the Company as the Company is engaged in the manufacturing activities. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure-4" and forms part of this report.

33. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate "Annexure-5" forming part of this report.

34. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which is available on the website of the Company at www.oseldevices.com under Investor Relations Section.

The Annual Report on Companys CSR activities of the Company as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed as "Annexure-6" and forms part of this report.

35. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL INCLUDE THE REASON THEREOF

Not Applicable

36. MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

37. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

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

38. DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year

under review, thus, the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof are not applicable.

39. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state and confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation 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 fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period.

c. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d. The directors has prepared the annual accounts on a going concern basis;

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

40. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

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

41. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company is fully committed to upholding the rights and welfare of its employees in accordance with the applicable laws. In line with this commitment, the Company ensures strict compliance with the provisions of the Maternity Benefit Act, 1961, as amended from time to time and maternity benefits are extended to 100% of employees.

42. DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In accordance with "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and in order to provide for the effective enforcement of the basic human right of gender equality and guarantee against sexual harassment and abuse, more particularly against sexual harassment at work places, your Company has constituted an Internal Complaint Committee and adopted a policy on Prevention of Sexual Harassment at Workplace. The policy aims to provide the effective enforcement of basic human right of gender equality and guarantee against sexual harassment and abuse. The policy on Prohibition, Prevention & Redressal of Sexual Harassment is available on the website of the Company at www.oseldevices.com.

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

During the financial year ended March 31, 2026, the Company complied with the applicable provisions of the POSH Act and the rules made thereunder:

1. Number of complaints filed:	Nil
2. Number of complaints disposed:	Nil
3. Number of complaints pending as on 31st March 2026:	Nil

43. MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

44. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend were unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

45. HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of 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 efforts on training. Your 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 Companys approach to its people.

46. APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company at www.oseldevices.com.

47. DETAILS OF FRAUD REPORTED BY THE AUDITORS

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

48. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise.

Issue of sweat equity shares.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

During the year under review, the Company received the In-principle approval from the National Stock Exchange of India Limited (NSE) for implementation of the OSEL Devices Limited Employee Stock Option Scheme, 2026 comprising 8,00,000 stock options. Subsequently, the Nomination and Remuneration Committee, at its meeting held on 29th May, 2026, granted 1,60,000 stock options to eligible employees under the said Scheme in accordance with the applicable provisions of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

49. GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 20th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will also be available on the Companys website at www.oseldevices.com.

50. ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and gratitude to the Companys customers, business associates, bankers, consultants, regulatory authorities and all other stakeholders for their continued support and cooperation during the year under review. The Directors also express their gratitude to the shareholders for their continued confidence and support and acknowledge the dedication and commitment of the employees towards the growth and success of the Company.

Date: August 27, 2026	For and on behalf of the Board of Directors
Place: Noida	OSEL Devices Limited
	Sd/-	Sd/-
	Rajendra Ravi Shanker Mishra	Mukesh Kumar Sinha
	(Managing Director)	(Whole-time Director)
	DIN: 01628136	DIN:05330700