The Board of Directors are pleased to present your Company's 37th Board's Report on the Company's business and operations, together with the
audited financial statements for the financial year ended March 31, 2025.

Financial performance

In compliance with the provisions of the Companies Act, 2013 ('Act'), and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations') the Company has prepared its financial statements as per Indian Accounting Standards ('Ind AS') for the FY 2024-25.

The financial highlights of the Company's operations are as follows: (Amount in ' Lakhs)

Performance

a) Operations

The total standalone revenue of the Company for the financial year ended March 31, 2025 was ' 6294.68 Lakhs as compared to the
previous year's total revenue of ' 5656.61 Lakhs. During this financial year the Company has earned a net profit of ' 978.99 Lakhs as
against the previous year's net profit of ' 6184.23 Lakhs.

The total consolidated revenue of the Company for the financial year ended March 31, 2025 was ' 9600.36 Lakhs as compared to the
previous year's total revenue of ' 5656.61 Lakhs. During this financial year the Company has earned a net profit of ' 969.43 Lakhs as
against the previous year's net profit of ' 6184.23 Lakhs.

b) Prospects

During the year under review, the Company earned revenue of ' 4090.56 Lakhs from Passenger Information System (PIS) displays of
Indian Railways, ' 1138.12 from medical and other appliances and ' 335.59 lakhs from E Vehicles. Your Company has obtained prototype
approvals for Emergency Lighting Unit (EMU) and Public Announcement Passenger Information System (PAPIS). Your company is working
on project relating to Indian Railways comprising of Roof Mount Packaging Unit (RMPU) and Integrated Power Supply (IPS). Your company
is awaiting certification for Smart Energy Meters.

Change in the nature of business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2025. The Company has three
segments i.e., LED Products, Medical & other appliances and Automobiles (EVs) and the Company's subsidiary SOA Electronics Trading LLC,
Dubai, primary business activity is Electrical & Electronics, Spare parts trading.

Share Capital

As of Financial Year ended on March 31, 2025, the authorised share capital of the Company is ' 75,00,00,000/- (Rupees Seventy-Five Crores
only) divided into 37,50,00,000 (Thirty-Seven Crores Fifty Lakhs) equity shares of ' 02/- (Rupees Two only) each and the paid-up capital is '
48,20,23,120/- (Rupees Forty-Eight Crores Twenty Lakhs Twenty-Three Thousand One Hundred and Twenty only) divided into 24,10,11,560
(Twenty-Four Crores Ten Lakhs Eleven Thousand Five Hundred and Sixty) equity shares of ' 02/- (Rupees Two only) each.

On June 26, 2024 Company has allotted 1,95,65,217 Equity Shares of ' 02/- (Rupees Two only) each at a price of ' 46/- (Rupees Forty-Six
only) each including the premium of ' 44/- (Rupees Forty-Four only) each to the Foreign Portfolio Investors (FPIs) through Qualified Institutional
Placement (QIP). With this allotment, the authorised share capital of the Company remains same, i.e. ' 75,00,00,000/- (Rupees Seventy-Five
Crores Only) divided into 37,50,00,000 (Thirty-Seven Crores Fifty Lakhs) equity shares of ' 02/- (Rupees Two only) each and the paid-up capital
was increased from ' 44,28,92,686/- (Rupees Forty-Four Crores Twenty-Eight Lakhs Ninety-Two Thousand Six Hundred and Eighty-Six only)
divided into 22,14,46,343 (Twenty-Two Crores Fourteen Lakhs Forty-Six Thousand Three Hundred and Forty-Three) equity shares of ' 02/-
(Rupees Two only) each to ' 48,20,23,120/- (Rupees Forty-Eight Crores Twenty Lakh Twenty-Three Thousand One Hundred and Twenty only)

divided into 24,10,11,560 (Twenty-Four Crores Ten Lakhs Eleven Thousand Five Hundred and Sixty) equity shares of ' 02/- (Rupees Two only)
each.

Transfer to reserves

For the financial year ended March 31,2025, the Company has not transferred any amount to General Reserves and Surplus Account.
Dividend

The Company has not declared any dividend during the year.

Buy Back of shares and disinvestment

The Company has not bought back any of its securities during the year under review.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs'
notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company,
forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting
Standards ('Ind AS') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules
2015 (by Ministry of Corporate Affairs ('MCA')) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange
Board of India ("SEBI").

Audit trail applicability

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

Transfer of unclaimed Dividend(s)/ Shares to Investor Education and Protection Fund

During the FY 2024-25, there was no unpaid/ unclaimed dividend pertaining to FY 2016-17 to be transferred to the Investors Education and
Protection Fund ('IEPF') Account established by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended,
the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor's Education
and Protection Fund ('IEPF') after giving due notices to the concerned shareholders, which is not applicable to the Company during the year.

Unclaimed securities demat suspense account

There were no unclaimed securities to be kept in the de-mat suspense account.

Deposits

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account
of principal or interest on public deposits was outstanding as on the date of the balance sheet for the FY 2024-25.

Significant and material orders passed by the regulators

During the FY 2024-25, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern
status and Company's operations in future.

Material changes and commitments

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year March
31, 2025 to which the financial statements relates and the date of signing of this report.

Board of Directors

During the start and end of the FY 2024-25, the following are the Directors on the Board of the Company.

^]Mr. Deepayan Mohanty was appointed as Independent Director w.e.f. August 10, 2024.

²Mr. Penumaka Venkata Ramesh was appointed as Independent Director w.e.f. October 15, 2024.

³Mr. Subhash Somod Lingareddi was resigned as Independent Director w.e.f. August 17, 2024.

The Board of Directors in its meeting held on July 23, 2024 had appointed Mr. Deepayan Mohanty holding DIN: 00196042 w.e.f. August 10,
2024 as Additional Director in the Independent Director category subject to approval of members within a period of 3 (three) months from the
date of his appointment. The members approved his appointment for a period of five years in the 36th AGM of the Company held on August,
27, 2024.

The Board of Directors in its meeting held on October 15, 2024 had appointed Mr. Penumaka Venkata Ramesh, holding DIN: 02836069 as
Additional Director in the Independent Director category subject to approval of members within a period of 3 (three) months from the date of
his appointment. The members thorough postal ballot dated January 09, 2025 approved the appointment of Mr. P V Ramesh, as Director of the
Company in the Independent Director category for a period of five years.

The Board of Directors in its meeting held on September 01, 2025 had appointed Mr. Ravinder Reddy Surakanti, holding DIN: 07838836 w.e.f.
September 01, 2025 as Additional Director in the Independent Director category subject to approval of members within a period of 3 (three)
months from the date of his appointment. The members are requested to approve his appointment for a period of five years in the 37th AGM of
the Company to be held on September 29, 2025.

Key Managerial Personnel

During the FY 2024-25, the Company is having the following KMPs;

1. Mr. Kaushik Yalamanchili - Managing Director

2. Mr. Rakshit Mathur - Chief Executive Officer¹

3. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer

4. Mrs. Lakshmi Sowjanya Alla - Company Secretary & Compliance Officer

5. Mr. Kalidindi Satyanarayana Raju - Chief Executive Officer²

¹Mr. Rakshit Mathur was appointed as Chief Executive Officer w.e.f. August 01, 2024.

²Mr. Kalidindi Satyanarayana Raju was resigned as Chief Executive Officer w.e.f. July 10, 2024.

Mr. Venumuddala Vivek Reddy was appointed as Chief Operating Officer (COO) w.e.f., July 23, 2024 and resigned w.e.f., March 31, 2025.

Declaration by the Independent Directors

The Company has received declarations from all independent directors of the Company confirming that they continue to meet the criteria of
independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR and other Regulations. The
Independent Directors have also confirmed that they have complied with the Company's code of conduct.

Policy on Directors' appointment and remuneration and other details

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment
of Directors and Senior Management personnel and fix their remuneration. The detailed policy is available on the Company's website
at www.mic.co.in.

Annual Board Evaluation

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board
composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such
as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful
and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and
performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees
and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the
independent director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and
balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's strategy, performance, and risk

management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Director's

Responsibility Statement.

Familiarisation Programme

A handbook covering the role, functions, duties and responsibilities and the details of the compliance requirements expected from the Directors
under the Act, and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were given and explained
to the Directors.

The newly appointed Directors are given induction and orientation with respect to Company's Vision, Core purpose, Core Values and Business
operations. In addition, detailed presentations were made by Senior Management Personnel on business environment, performance of the
Company at every Board Meeting.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates
and enables the Directors to fulfil their role/responsibility.

Details of Familiarization Programme for the Independent Directors are uploaded on the website of the Company at www.mic.co.in.

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under
Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-I forming
part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2025, your Company has two wholly owned subsidiaries namely, M/s. SOA Electronics Trading LLC, in Dubai, UAE which was
incorporated on May 08, 2024 and M/s. MICK Digital India Limited, which was incorporated on November 08, 2024.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates
and joint venture companies of the Company is enclosed as Annexure-II forming part of this Report.

Consolidated Financial Statements

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statement of the Company and all its Subsidiaries prepared in
accordance with the applicable accounting standards forms part of this Annual Report. Further, a statement containing salient features of the
financial statements of our subsidiaries in the prescribed form in AOC-1 is attached as Annexure-II to the Board's Report. As per the provisions
of Section 136 of the Companies Act, 2013, the Company has placed separately the audited financial statements of its subsidiaries on its website
www.mic.co.in and copies of audited financial statements of the subsidiaries will be provided to the Members at their request.

Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There
were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other
designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions were placed
before the Audit Committee and also the Board for approval, wherever required. Prior omnibus approval of the Audit Committee was obtained for
the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant
to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has
developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party
Transactions as approved by the Board was uploaded on the Company's website www.mic.co.in.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant
to clause (h) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure-III forming part of this Report.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

Information required 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 is provided along with a statement containing, inter alia, names of employees employed throughout the
financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 80.50 lakhs
or more per annum, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as
Annexure-IV forming part of this Report.

Statutory Auditors

At the 33 rd AGM of the Company held on December 27, 2021, the members approved the appointment of M/s. Bhavani & Co., Chartered
Accountants (Firm Registration No. 012139S) as Statutory Auditors of the Company to hold office for a period of five consecutive years from
the conclusion of 33 rd AGM till the conclusion of the 38th AGM to be held in the year 2026. The requirement to place the matter relating to
appointment of auditors for ratification by Members at every AGM has been removed by the Companies (Amendment) Act, 2017 with effect from
May 07, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM.

Auditors' Report

(a) Statutory Auditors Report

The Board of Directors in its meeting held on May 22, 2025 duly reviewed the Statutory Auditor's Report on the Accounts for the year ended
March 31,2025 and has noted there were no qualifications/ emphasis of the matter and hence no management replies were required to
be given.

(b) Internal Auditors

During the year under review, the Company has appointed M/s. RKSB & Associates, Chartered Accountants, as internal auditors to review
internal controls and operating systems and procedures as per the scope of audit.

The Board of Directors, on recommendation of the Audit Committee appoints/re-appoints the Internal Auditors of your Company every
year in compliance with Section 138 of the Act read with the Companies (Accounts) Rules, 2014.

(c) Cost Auditors

Pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Act, the maintenance of cost records is
not applicable to the Company for the year under review.

(d) Cost Audit Records

Appointment of Cost Auditors is not applicable as the turnover is less than applicable limit and hence maintenance of cost records was not
applicable to the Company.

(e) Secretarial Auditors and Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 read with Regulation 24A of SEBI LODR Regulations, as amended, the Board, subject to the approval of
the shareholders, has appointed Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360) proprietor of M/s. RPR & Associates,
to undertake the Secretarial Audit of the Company for a period of five years i.e. from FY 2025-26 to FY 2029-30. The Secretarial Audit
Report issued by RPR & Associates for the period under review in Form MR-3 is in Annexure-V to this Report. There are no qualifications,
reservations or adverse remarks in the Secretarial Audit Report.

The Board of Directors in its meeting held on July 14, 2025 duly reviewed the Secretarial Auditors Report for the year ended March 31,
2025.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the
Secretarial Compliance certificate for the FY 2024-25 from M/s. RPR & Associates, Practicing Company Secretaries which is enclosed as
Annexure-V(A) and forms integral part of this Report and the same was also intimated to the Stock Exchanges where the shares of the
Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 Company has obtained a certificate on non-disqualification of directors from Mr. Y Ravi Prasada Reddy, (Membership No. FCS
5783), Proprietor of M/s. RPR & Associates, Practicing Company Secretaries (PCS Registration No. 5360) which is enclosed as Annexure-
V(B) and forms integral of this Report.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, no application was made under the Insolvency and Bankruptcy Code, 2016 and there were no one time settlement
with any of the Banks or Financial Institutions.

Compliance with Secretarial Standards

The Company complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Dividend Distribution Policy

The web link of the Dividend Distribution Policy is placed on the Company's Website www.mic.co.in for the perusal of the shareholders.
Statement of deviation(s) or variation(s) in the use of proceeds

Pursuant to Regulation 32(1)(b) of SEBI (LODR) Regulations, it is hereby confirmed that the funds raised of ' 90 Crores by the Company during the
year by way of issue of shares under preferential allotment through QIP were utilized for the objects for which such funds were raised and there
are no deviations or variations in the use of such proceeds from the objects stated in the offer document or explanatory statement to the notice
for the general meeting/postal ballot, as applicable.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors had framed the
policy on Corporate Social Responsibility and the relevant details have been provided in Annexure-VI and forms part of this Report.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the
Management's Discussion and Analysis for the year ended March 31,2025 is enclosed as Annexure-VII and forms integral of this Report

Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and
reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting
stakeholders' expectations. It is imperative that your Company's affairs are managed in a fair and transparent manner. This is vital to gain and
retain the trust of the stakeholders.

The Report on corporate governance for the year ended March 31, 2025, pursuant to Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-VIII and forms integral of this Report.

Auditors' Certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor's certificate on corporate governance
regarding the compliance of conditions forms integral of this Report.

Statement containing additional information as required under Schedule V of the Companies Act, 2013

A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is
provided in the Report on Corporate Governance, which forms part of this Annual Report.

Risk Management

During the year, the risk assessment parameters were reviewed. The audit committee reviewed the element of risks and the steps taken to mitigate
the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.

The audit committee provides the framework of Risk Management by describing mechanisms for the proactive identification and prioritization of
risks based on the scanning of the external environment and continuous monitoring of internal risk factors.

Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has
also helped in the integration of the Enterprise Risk Management process with the Company's strategy and planning processes where emerging
risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.

Internal Financial Control Systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes
corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to
the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such
other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The details in
respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

Financial Statements

The Financial Statements of the Company for FY 2024-25, are prepared in compliance with the applicable provisions of the Act and as stipulated
under Regulation 33 of the Listing Regulations as well as in accordance with the Indian Accounting Standards notified under the Companies
(Indian Accounting Standards) Rules, 2015. The Audited Financial Statements together with the Auditors Report thereon forms part of this Annual
Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, along with relevant documents are available on
the website of the Company. The annual accounts of the subsidiary and related detailed information will be made available to investors seeking
information till the date of the ensuing 37th AGM of the Company.

Listing of Company's Equity Shares

The Company's Equity shares were listed with M/s. BSE Limited and M/s. National Stock Exchange of India Limited (Stock Exchanges).

Whistle blower Policy

The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the Directors, Employees and its Stakeholders to report
their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Protected disclosures can
be made by a whistle-blower through several channels.

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access
to the Chairperson of the Audit Committee. No personnel of the Company have been denied access to the Audit Committee.

The Whistle-blower Policy also facilitates all employees of the Company to report any instance of leak of Unpublished Price Sensitive Information.
The Policy is also posted on the website of the Company at www.mic.co.in.

Reporting of Fraud

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which need to be
mentioned in this Report.

Declaration as per Section 134(3) of the Companies Act, 2013

During the year, the statutory auditors and secretarial auditors have not reported any instances of frauds committed by or against the Company
by its Directors/ Officers/ Employees to the Audit Committee or Board under Section 143 (12) of the Companies Act, 2013 and rules made thereof.
Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

Annual Return

As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014
(as amended), a copy of the Annual Return of the Company for the FY 2024-25 will be placed on the website of the Company at www.mic.co.in.

Business responsibility and sustainability report (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation.
In accordance with the Listing Regulations, our company does not fall under 1,000 listed entities based on market capitalisation.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual
preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has
setup a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ("POSH Act"). Further, the Company has complied with the provisions under the POSH Act relating to the
framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of work place complaints, including complaints on sexual harassment during the year under
review.

Maternity benefit provided by the Company under Maternity Benefit Act 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including
paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

Particulars of Loans, Guarantees or Securities or Investments

The Company has not given loans / guarantees during the year under review. However, during the year under review, the Company has made
Overseas Investment of ' 5122.57 Lakhs in its wholly owned subsidiary - SOA Electronics Trading LLC, Dubai and ' 5 Lakhs in its wholly owned
subsidiary - MICK Digital India Limited, India.

The Company's outstanding unsecured loan to M/s. Swift Vitthiya Samavesh Pvt Ltd as on March 31, 2025 was ' 173.67 Lakhs.

Managing Director (MD) & Chief Financial Officer (CFO) Certification.

The Managing Director & Chief Financial Officer of the Company have given annual certification on financial reporting and internal controls to
the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 for the FY 2024-25.

They had also given quarterly certification on financial results while placing the quarterly results before the Board in terms of Regulation 33(2)(a)
of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The annual certificate given by the Managing Director & Chief Financial Officer of the Company forms integral part of this report.

Meetings of the Board of Directors and its Committees during the Financial Year 2024-25.

During the year under review, the Board convened Five (5) meetings. The dates of the meetings are May 21, 2024, July 23, 2024, October 15,
2024, November 12, 2024, and February 12, 2025.

The details were disclosed in the Report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two
meetings was within the prescribed period.

All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the
Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings
held during FY 2024-25 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part
of this Report.

Committees of the Board

The Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social
Responsibility Committee, and Management Committee are mentioned in the Report on Corporate Governance.

Nomination and remuneration policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation
to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of
Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report.

Human Resources

The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with
this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skillsets and behaviour.
Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees, which resulted to
uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

Insurance

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

Revision of Financial Statements

There was no revision of the financial statements for the year under review.

Compliance with SEBI (LODR) regulations, 2015

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement
with M/s. BSE Limited and M/s. National Stock Exchange of India Limited and framed the required policies which are available on Company's
website i.e., www.mic.co.in.

• Board Diversity Policy

• Policy on preservation of Documents

• Policy for determining material subsidiaries

• Whistle Blower Policy

• Familiarisation programme for non-executive directors

• Sexual Harassment Policy

• Policy on related party transactions

• Code of Conduct and Ethics

• Nomination and Remuneration Policy

• Policy to determine materiality

• Code for prohibition of insider trading

• Code of fair disclosure

• EOHS Policy

• Code of conduct and ethics

• Policy on prevention of Sexual Harassment.

• Dividend Distribution Policy.

Non-Executive Directors Compensation and disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the judgment
of the Board may affect the independence of the Directors. The details of sitting fee paid were given in the Report on Corporate Governance.

Industry based disclosure

The Company is not a NBFC, Housing Company etc., and hence Industry based disclosures is not required.

Event based disclosures.

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information
as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as

per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee's stock option scheme: The Company has not issued any equity shares under Employees Stock Option
Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: The Company did not purchase or give any
loans for purchase of its shares.

5. Preferential Allotment of Shares: During the year under review, the Company on June 26, 2024, has allotted 1,95,65,217 Equity Shares
of ' 02/- (Rupees Two only) each at a price of ' 46/- (Rupees Forty-Six only) each including the premium of ' 44/- (Rupees Forty-Four only)
each to the Foreign Portfolio Investors (FPIs) through Qualified Institutional Placement (QIP). With this allotment, the authorised share capital
of the Company remains same, i.e. ' 75,00,00,000/- (Rupees Seventy-Five Crores Only) divided into 37,50,00,000 (Thirty-Seven Crores
Fifty Lakhs) equity shares of ' 02/- (Rupees Two only) each and the paid-up capital was increased from ' 44,28,92,686/- (Rupees Forty-
Four Crores Twenty-Eight Lakhs Ninety-Two Thousand Six Hundred and Eighty-Six only) divided into 22,14,46,343 (Twenty-Two Crores
Fourteen Lakhs Forty-Six Thousand Three Hundred and Forty-Three) equity shares of ' 02/- (Rupees Two only) each to '48,20,23,120/-
(Rupees Forty-Eight Crores Twenty Lakh Twenty-Three Thousand One Hundred and Twenty only) divided into 24,10,11,560 (Twenty-Four
Crores Ten Lakhs Eleven Thousand Five Hundred and Sixty) equity shares of ' 02/- (Rupees Two only) each.

Employees Stock Options

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.
Directors' Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, the Board of
Directors of the Company hereby confirms:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating
to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments
and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of
the financial year 2024-25 and of the statement of profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2024-25 have been prepared on a going concern basis.

v. Proper internal financial controls were in place and the financial controls were adequate and were operating effectively.

That, a system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Appointment of Designated Person

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company
to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has appointed Mr. Kaushik Yalamanchili, Managing Director of the Company as a Designated Person and the same shall be
reported in the Annual Return of the Company.

Data privacy, Data protection, and Cybersecurity

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital
infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and

the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.
Key initiatives undertaken during the year include:

• Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

• Regular third-party cybersecurity audits and vulnerability assessments.

• Employee training programs on data protection and cybersecurity awareness.

• Strict access control mechanisms and implementation of role-based permissions.

• Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.
Appreciation

The board wish to place on record its appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm
and unstinting efforts of the employees have enabled the Company to streamline all the pending compliances and thereby to have a fresh start
for the Company.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance
Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the
meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement
depending on the circumstances.

Acknowledgement

The board take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial
Institutions, Insurance Companies, Central and State Government, Indian Railways, stakeholders and the shareholders for their support and co¬
operation extended to the Company from time to time. The board is pleased to record its appreciation of the sincere and dedicated services of
the employees and workmen at all levels.

By order of the Board
For MIC Electronics Limited

Kaushik Yalamanchili Sivanand Swamy Mitikiri

Managing Director Whole-time Director

DIN:07334243 DIN: 10166966

Date: September 01,2025
Place: Hyderabad