The Board of Directors is pleased to present your Company's 38th Annual Board's Report on its business and operations, along with the audited
financial statements for the financial year ended March 31, 2026.

Financial performance

In compliance with the provisions of the Companies Act, 2013 ('Act') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 ('Listing Regulations'), the Company has prepared its financial statements in accordance with the Indian Accounting Standards ('Ind AS')
for FY 2025-26.

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

Performancea) Operations

The total standalone revenue of the Company for the financial year ended March 31, 2026 stood at '8,727.83 Lakhs, as compared to
'6,172.85 Lakhs in the previous year. During the financial year under review, the Company incurred a net loss of '1,325.46 Lakhs, as
against a net profit of '965.30 Lakhs in the previous year.

The total consolidated revenue of the Company for the financial year ended March 31, 2026 stood at '19,052.34 Lakhs, as compared
to '9,476.37 Lakhs in the previous year. During the financial year under review, the Company incurred a net loss of '1,278.17 Lakhs, as
against a net profit of '969.43 Lakhs in the previous year.

During the year ended March 31, 2026, Deferred Tax Assets aggregating to '2931.34 Lakhs, pertaining to carried forward business losses
of FY 2017-18, were reversed upon expiry of the permissible carry-forward period of 8 years under the Income-tax Act, 1961. The reversal
has resulted in an increase in deferred tax expense, consequently reducing the Profit After Tax and Earnings Per Share for the year. It is
pertinent to note that this adjustment is non-cash in nature and has no bearing on the operational performance of the Company.

b) Prospects

During the year under review, the Company earned revenue of '3292.75 Lakhs from Passenger Information System (PIS) displays of Indian
Railways, '3325.27 from regular displays. Your Company has obtained prototype approvals for Roof Mount Packaging Unit (RMPU). Your
company is presently working on project relating to Integrated Passenger information System (IPIS) - Version 02 of Indian Railways and
expected to receive prototype approval in the second quarter of current financial year.

On the product development front, your Company secured prototype approvals for the Emergency Lighting Unit (ELU) and the Public
Announcement Passenger Information System (PAPIS), both validation milestones that typically precede volume order placement by
Indian Railways. In parallel, work is progressing on two further railway-linked initiatives the Roof Mounted Package Unit (RMPU) and the
Integrated Power Supply (IPS) which extend MIC's footprint across the coach electrification value chain, from climate control to onboard
power management. Certification for Smart Energy Meters remains pending, and your Company continues to engage proactively with the
relevant testing authority to expedite this approval.

These developments are consistent with MIC's broader strategy of deepening its RDSO-approved product portfolio and strengthening its
standing across Indian Railways zones, where the Company's compliance credentials including ISO 9001, DGS&D empanelment, and
DRDO certification continue to serve as a competitive moat, a structural advantage that is difficult for new entrants to replicate given the
multi-year approval cycles involved.

Change in the nature of business

There was no change in the nature of the business of the Company during the financial year ended March 31,2026. The Company operates across
three business segments, namely LED Products, Medical & Other Appliances, and Automobiles (EVs). Additionally, the Company's subsidiary,
SOA Electronics Trading LLC, UAE, and step-down subsidiary Cellular Galaxy Electronics LLC, UAE, are primarily engaged in the trading of
Electrical & Electronics products and Spare Parts.

Share Capital

As at March 31, 2026, the Authorised Share Capital of the Company stands at '90,00,00,000/- (Rupees Ninety Crores only) divided into
45,00,00,000 (Forty-Five Crores) Equity Shares of '2/- (Rupees Two only) each, and the Paid-up Share Capital stands at '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 '2/- (Rupees Two only) each.

During the year under review, the members of the Company at the 37th Annual General Meeting held on Monday, September 29, 2025, approved
the increase in Authorised Share Capital from '75,00,00,000/- (Rupees Seventy-Five Crores only) divided into 37,50,00,000 (Thirty-Seven
Crores Fifty Lakhs) Equity Shares of '2/- (Rupees Two only) each, to '90,00,00,000/- (Rupees Ninety Crores only) divided into 45,00,00,000
(Forty-Five Crores) Equity Shares of '2/- (Rupees Two only) each. There was no change in the Paid-up Share Capital of the Company during the
financial year ended March 31, 2026.

Proposed Preferential Issue (Consideration other than Cash)

The Company, pursuant to the approval of the Board of Directors at its meeting held on March 30, 2026, entered into a Share Acquisition and
Share Subscription Agreement ("SASSA") dated March 30, 2026 with the shareholders of Neo Semi SG Pte. Ltd., Singapore ("Neo Semi”) for
the acquisition of 89.65% of the equity share capital of Neo Semi. Neo Semi is a Singapore-incorporated deep-tech platform company with
operational presence across Singapore, UAE and India, engaged in the businesses of semiconductor intellectual property, Al-driven energy
logistics, loT-based smart grid and climate resilience solutions, and circular electronics.

The total consideration for the acquisition is '357.60 Crores, comprising a cash component of '122.26 Crores (payable to Summitbridge Trade
& Investments Pte. Ltd., Singapore) and a non-cash component of '235.34 Crores to be discharged by way of a preferential issue of up to
5,68,73,418 (Five Crores Sixty-Eight Lakhs Seventy-Three Thousand Four Hundred and Eighteen) Equity Shares of the Company at an issue price
of '41.38/- per share (including a premium of '39.38/- per share), determined in accordance with the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, to the following proposed allottees in the Non-Promoter category:

• Ebisu Global Opportunities Fund Ltd., Mauritius — 2,36,16,929 shares

• Unico Global Opportunities Fund Ltd., Mauritius — 2,36,16,929 shares

• Tavas Advisory & Consulting (FZE), UAE — 96,39,560 shares

The members of the Company accorded their approval by way of Special Resolution at the Extraordinary General Meeting held on April 29, 2026.
Upon completion of the proposed issue and allotment, the post-issue paid-up share capital of the Company will stand at 29,78,84,978 Equity
Shares. The promoter and promoter group shareholding, post-allotment, will stand at 41.83%, with the Company's management and control
remaining unchanged.

As on the date of this Report, the applications for in-principle approval for listing of the aforesaid shares have been filed with BSE Limited and
National Stock Exchange of India Limited and the same are currently under consideration by the Stock Exchanges. Allotment of shares shall be
completed within 15 days of receipt of all requisite regulatory approvals.

Transfer to reserves

For the financial year ended March 31, 2026, 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 - Rule 11 of the Companies (Audit and Auditors) Rules, 2014.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, which has a

feature of recording audit trail (edit log) facility. The said audit trail feature has been enabled and has operated throughout the financial year for
all relevant transactions recorded in the software.

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

During the financial year 2025-26, there was no unpaid or unclaimed dividend pertaining to FY 2017-18 that was required to be transferred to
the Investor Education and Protection Fund ('IEPF') established by the Central Government.

Pursuant to the provisions of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as
amended, shares in respect of which dividend has remained unpaid or unclaimed for seven consecutive years or more are required to be
transferred to the IEPF, after giving due notice to the concerned shareholders. The said provision was not applicable to the Company during the
financial year under review.

Unclaimed securities demat suspense account

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

Deposits

During the financial year ended March 31, 2026, the Company has not accepted any deposits from the public within the meaning of Section 73
of the Companies Act, 2013. Accordingly, no amount on account of principal or interest on public deposits was outstanding as on the date of
the Balance Sheet.

Significant and material orders passed by the regulators

During the financial year 2025-26, no significant or material orders were passed by any Regulator, Court, or Tribunal that would impact the
going concern status of the Company or its operations in the 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, 2026 to which the financial statements relates and the date of signing of this report.

Board of Directors

The following Directors held office on the Board of the Company during the financial year ended March 31, 2026.

^]Mrs. Sabitha Ghanta was resigned as Independent Director w.e.f. September 01, 2025.

²Mr. Deepayan Mohanty's designation has been changed from Independent Director to Non-executive Director w.e.f. March 30, 2026.

³Mr. Ravinder Reddy Surakanti was appointed as Independent Director w.e.f. September 01,2025.

The Board of Directors, at its Meeting held on September 01, 2025, appointed Mr. Ravinder Reddy Surakanti (DIN: 07838836) as an Additional
Director in the category of Non-Executive Independent Director, with effect from September 01,2025, pursuant to Section 161 of the Companies
Act, 2013, subject to the approval of the members. The members of the Company approved his appointment as an Independent Director for a
term of five (5) consecutive years at the 37th Annual General Meeting held on September 29, 2025.

Mrs. Sabitha Ghanta (DIN: 07996656) tendered her resignation as an Independent Director of the Company with effect from September 01,
2025. The Board of Directors took note of her resignation and placed on record its sincere appreciation for the valuable guidance, counsel and
contributions rendered by her during her tenure on the Board.

The Board of Directors, at its Meeting held on March 30, 2026, approved the change in designation of Mr. Deepayan Mohanty (DIN: 00196042)
from Independent Director to Non-Executive Non-Independent Director, with effect from March 30, 2026, for his remaining tenure up to August
09, 2029. The change in designation was necessitated in view of the material pecuniary relationship arising consequent to the Company's
proposed acquisition of 89.65% stake in M/s. Neo Semi SG Pte. Ltd., Singapore, of which M/s. RST Fuel Delivery Pvt. Ltd. is a 55% held subsidiary,
wherein Mr. Deepayan Mohanty holds a 7.5% shareholding, rendering him ineligible to continue as an Independent Director under Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
members of the Company approved the said change in designation at the Extraordinary General Meeting held on April 29, 2026.

Save as mentioned above, there were no other changes in the composition of the Board of Directors during the financial year under review.

Key Managerial Personnel

During the financial year ended March 31, 2026, the following persons held office as Key Managerial Personnel ('KMP') of the Company pursuant
to Section 203 of the Companies Act, 2013:

1. Mr. Kaushik Yalamanchili - Managing Director

2. Mr. Rakshit Mathur - Chief Executive Officer

3. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer

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

There were no changes in the Key Managerial Personnel of the Company during the financial year under review.

Declaration by the Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which
could impair or impact their ability to discharge their duties as Independent Directors. Further, the Independent Directors have confirmed their
compliance with the Company's Code of Conduct for Directors and Senior Management.

Policy on Directors' appointment and remuneration and other details

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has framed a Policy for selection and
appointment of Directors and Senior Management Personnel and for determining their remuneration, in accordance with the provisions of
Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
said Policy is available on the Company's website at www.mic.co.in.

Annual Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the Board of Directors has carried out an annual evaluation of its own performance, the performance of its committees, and
that of individual Directors.

The performance of the Board was evaluated by the Board of Directors after seeking inputs from all the Directors, on the basis of criteria such as
Board composition and structure, effectiveness of Board processes, quality of information flow, and overall functioning of the Board.

The performance of the Committees was evaluated by the Board after seeking inputs from the respective Committee members, on the basis of
criteria such as composition of the Committees, effectiveness of Committee meetings, and the adequacy of the Committee's recommendations
to the Board.

The Board of Directors and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of
criteria such as the contribution of each Director to Board and Committee meetings, including preparedness on issues discussed, and the quality
and constructiveness of contributions and inputs. In addition, the Chairman of the Board was evaluated on the key aspects of his role and
responsibilities.

In a separate Meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole, and the Chairman
was evaluated, taking into account the views of the Executive and Non-Executive Directors. The outcomes of this evaluation were subsequently
discussed at the Board Meeting that followed, at which the performance of the Board, its committees, and individual Directors was also reviewed.
The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Independent Director being evaluated.

Criteria for Performance Evaluation:

The following criteria were adopted for the purpose of performance evaluation:

a. Ability to devote sufficient time and attention to professional obligations as a Director, ensuring informed and balanced decision-making.

b. Adherence to the Code of Conduct, both in letter and in spirit.

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

d. Ensuring statutory compliance and maintaining high standards of financial probity and Corporate Governance.

e. Discharging responsibilities under the Companies Act, 2013, including accountability as reflected in the Directors' Responsibility Statement.

Outcome of Board evaluation

The Board expressed satisfaction with the outcome of the performance evaluation of the Chairman, Directors, Board Committees and Board as a
whole. The assessment of the quality and timeliness of flow of information between the Company management and the Board, which is necessary
for the Board to effectively and reasonably perform their duties were also found to be satisfactory.

Familiarisation Programme

A handbook covering the roles, functions, duties and responsibilities of Directors, along with details of compliance requirements expected of
them under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been provided to
and explained to all the Directors.

Newly appointed Directors are given induction and orientation with respect to the Company's vision, core purpose, core values, and business
operations. In addition, detailed presentations are made by Senior Management Personnel on the business environment and the performance
of the Company at every Board Meeting.

The above initiatives enable the Directors to develop a comprehensive understanding of the Company, its business, and the regulatory framework
within which it operates, thereby facilitating the effective discharge of their roles and responsibilities.

The details of the Familiarisation Programme for Independent Directors are available on the Company's website at www.mic.co.in.

Particulars in respect of Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

The information pertaining to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo, as required to be
disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
hereto as Annexure-I and forms part of this Report.

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2026, your Company has two wholly owned subsidiaries namely, M/s. SOA Electronics Trading LLC, in Dubai, UAE and M/s.
MICK Digital India Limited, and one step down subsidiary namely M/s. Cellular Galaxy Electronics LLC (subsidiary of SOA).

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

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and all its subsidiaries, prepared in
accordance with the applicable Accounting Standards, form part of this Annual Report. A statement containing the salient features of the financial
statements of the subsidiaries, in the prescribed Form AOC-1, is annexed hereto as Annexure-II and forms part of this Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiaries have been
placed on the Company's website at www.mic.co.in. Members desirous of obtaining copies of the audited financial statements of the subsidiaries
may write to the Company, and the same shall be provided upon 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:

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including the names of the top ten employees in
terms of remuneration drawn, and the names of employees employed throughout the financial year and in receipt of remuneration aggregating
to Rs. 1,02,00,000/- (Rupees One Crore and Two Lakhs) or more per annum and employed for part of the financial year and in receipt of
remuneration at a rate of Rs. 8,50,000/- (Rupees Eight Lakhs and Fifty Thousand) or more per month is enclosed as Annexure-IV and forms
part of this Report.

Statutory Auditors

The first term of five consecutive years of M/s. Bhavani & Co., Chartered Accountants, as Statutory Auditors of the Company concludes at

the ensuing 38th Annual General Meeting. The Board of Directors, on the recommendation of the Audit Committee, recommends the re¬
appointment of M/s. Bhavani & Co., Chartered Accountants (Firm Registration No. 012139S), as the Statutory Auditors of the Company for a
second term of five consecutive years, from the conclusion of the 38th Annual General Meeting until the conclusion of the 43 rd Annual General
Meeting, subject to the approval of the members at the ensuing Annual General Meeting. The re-appointment is subject to the condition that
the audit firm shall ensure a change in the Engagement Partner for the second term of five years, in accordance with the applicable provisions
of the Companies Act, 2013 and the guidelines issued by the Institute of Chartered Accountants of India ('ICAI'). M/s. Bhavani & Co., Chartered
Accountants, have conveyed their consent to act as Statutory Auditors of the Company for the second term, if approved by the members, and
have confirmed that their re-appointment, if made, shall be in accordance with the conditions prescribed under Section 141 of the Companies
Act, 2013 and the rules made thereunder.

Auditors' Report

(a) Statutory Auditors Report

The Board of Directors, at its Meeting held on April 25, 2026, reviewed the Statutory Auditors' Report on the financial statements of the
Company for the financial year ended March 31, 2026. The Board noted that the Auditors' Report does not contain any qualifications,
reservations, adverse remarks, or emphasis of matter, and accordingly, no management replies are required to be furnished in this regard.

(b) Internal Auditors

During the financial year under review, the Company appointed M/s. RKSB & Associates, Chartered Accountants, Hyderabad, as Internal
Auditors of the Company, pursuant to Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, to review
the internal controls, operating systems, and procedures within the defined scope of audit.

The Board of Directors, on the recommendation of the Audit Committee, appoints or re-appoints the Internal Auditors of the Company
every year in compliance with the aforesaid provisions.

(c) Cost Auditors

Pursuant to the rules made by the Central Government under Section 148(1) of the Companies Act, 2013, the maintenance of cost records
is not applicable to the Company for the financial year under review.

(d) Cost Audit Records

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the maintenance
of cost records and the appointment of Cost Auditors are not applicable to the Company, as the turnover of the Company is below the
threshold limit prescribed under the said Rules for the financial year under review.

(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 the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended, the Board of Directors appointed Mr. Y. Ravi Prasada Reddy, Practising Company Secretary (CP No. 5360), Proprietor
of M/s. RPR & Associates, Company Secretaries, as the Secretarial Auditors of the Company for a period of five consecutive years, from FY
2025-26 to FY 2029-30. The said appointment was approved by the members of the Company at the 37th Annual General Meeting held
on September 29, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2026, issued by M/s. RPR & Associates in the prescribed Form MR-3, is
annexed hereto as Annexure-V and forms part of this Report. The Board of Directors, at its Meeting held on July 31, 2026, reviewed the
Secretarial Audit Report dated July 31, 2026, for the financial year ended March 31, 2026. The Secretarial Audit Report does not contain
any qualifications, reservations, or adverse remarks.

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Company has obtained the
Annual Secretarial Compliance Report for the financial year ended March 31, 2026, from M/s. RPR & Associates, Practising Company
Secretaries. The said Report is annexed hereto as Annexure-V(A) and forms an integral part of this Report. The Annual Secretarial
Compliance Report has also been submitted to the Stock Exchanges where the equity shares of the Company are listed, within the
prescribed timelines.

Pursuant to Regulation 34(3) read with Schedule V, Para C, Clause 10(i) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Company has obtained a Certificate confirming the non-disqualification of Directors from Mr. Y. Ravi Prasada
Reddy (Membership No.: FCS 5783), Proprietor of M/s. RPR & Associates, Practising Company Secretaries (CP No. 5360). The said
Certificate is annexed hereto as Annexure-V(B) and forms an integral part of this Report.

Details of Applications made or Proceedings pending under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, the Company has not made any application nor are there any proceedings pending against the Company
under the Insolvency and Bankruptcy Code, 2016. Further, the Company has not entered into any one-time settlement with any Bank or Financial
Institution during the financial year under review.

Compliance with Secretarial Standards

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India ('ICSI')
during the financial year under review.

Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy. The said Policy is available on the Company's website at www.mic.co.in for the
perusal of the members and other stakeholders.

Statement of deviation(s) or variation(s) in the use of proceeds

Pursuant to Regulation 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that no
funds were raised by way of public issue, rights issue, preferential allotment, or any other mode during the financial year ended March 31, 2026.

Accordingly, the question of deviation or variation in the utilisation of proceeds does not arise.

Corporate Social Responsibility (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto and the Companies (Corporate Social
Responsibility Policy) Rules, 2014, the CSR provisions are applicable to the Company for the financial year ended March 31,2026, based on the
financial performance of the preceding financial year ended March 31, 2025.

The CSR Committee of the Board of Directors has formulated and adopted a Corporate Social Responsibility Policy ('CSR Policy') in accordance
with the aforesaid provisions. The relevant details pertaining to the CSR activities undertaken by the Company during the financial year under
review, including the CSR Policy, the composition of the CSR Committee, and the amount spent on CSR activities, have been provided in the

Annual Report on CSR Activities, which is annexed hereto as Annexure-VI and forms an integral part of this Report.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended
from time to time, the Management Discussion and Analysis Report for the financial year ended March 31, 2026 is annexed hereto as Annexure-
VII and forms an integral part of this Report.

Corporate Governance

Corporate Governance is an ethically driven business process committed to values aimed at enhancing an organisation's brand and reputation.
It encompasses ethical business decision-making and the conduct of business with a firm commitment to values, while meeting the expectations
of all stakeholders. The Company firmly believes that it is imperative that its affairs are managed in a fair, transparent, and accountable manner,
which is vital to gaining and retaining the trust and confidence of its stakeholders.

The Report on Corporate Governance for the financial year ended March 31, 2026, prepared pursuant to Regulation 34(3) read with Schedule
V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed hereto as Annexure-VIII and forms an integral
part of this Report.

Auditors' Certificate on Corporate Governance

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate issued by M/s. RPR & Associates.,
Practising Company Secretaries, Secretarial Auditors of the Company, confirming compliance with the conditions of Corporate Governance, is
annexed hereto and forms an integral part 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 is annexed hereto and forms an integral part of this Annual Report.

Risk Management

During the financial year under review, the risk assessment parameters of the Company were reviewed by the Audit Committee, which also
reviewed the elements of risk and the steps taken to mitigate them. In the opinion of the Board of Directors, there are no major elements of risk
that have the potential to threaten the existence of the Company.

The Audit Committee provides the framework for Risk Management by establishing mechanisms for the proactive identification and prioritisation
of risks, based on a systematic scanning of the external environment and continuous monitoring of internal risk factors.

An analysis of the identified risks is carried out through focused discussions at the meetings of the Board of Directors. The robust governance
structure of the Company has further facilitated the integration of the Enterprise Risk Management ('ERM') process with the Company's strategy
and planning processes, wherein emerging risks are used as key inputs in the formulation of strategy and business plans. Identified risks are
accordingly factored in as one of the key inputs in the preparation of the Company's 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.

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

The Board of Directors has adopted various policies, including the Related Party Transactions Policy, the Whistle Blower Policy, and such other
procedures, for ensuring the orderly and efficient conduct of its business, safeguarding its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The details in respect of Internal Financial Controls and their adequacy are included in the Management Discussion and Analysis Report, which
is annexed hereto and forms an integral part of this Report.

Financial Statements

The Financial Statements of the Company for the financial year ended March 31, 2026 have been prepared in compliance with the applicable
provisions of the Companies Act, 2013 and as stipulated under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, and in accordance with the Indian Accounting Standards ('Ind AS') notified under the Companies (Indian Accounting Standards)
Rules, 2015. The Audited Financial Statements, together with the Auditors' Report thereon, form part of this Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the Financial Statements of the Company, along with all relevant
documents, are available on the Company's website at www.mic.co.in. The annual accounts of the subsidiaries and related detailed information
will be made available to members and investors seeking such information up to the date of the ensuing 38th Annual General Meeting of the
Company.

Listing of Company's Equity Shares

The equity shares of the Company are listed on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE') (collectively referred
to as 'Stock Exchanges'). The Company has paid the annual listing fees for the financial year 2025-26 to both the Stock Exchanges within the
prescribed timelines.

Whistle Blower Policy / Vigil Mechanism

The Company has adopted a Whistle Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to provide a formal mechanism to the Directors,
employees, and other stakeholders to report 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 as prescribed under the Policy.

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 during the financial
year under review.

The Whistle Blower Policy also facilitates all employees and stakeholders of the Company to report any instance of leak of Unpublished Price
Sensitive Information, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Policy is available on the Company's
website at www.mic.co.in.

Reporting of Fraud

During the financial year under review, the Statutory Auditors, Internal Auditors, and Secretarial 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) of the Companies Act, 2013, the details
of which are required to be mentioned in this Report.

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

During the financial year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of fraud committed by
or against the Company by its Directors, Officers, or Employees to the Audit Committee or the Board of Directors under Section 143(12) of
the Companies Act, 2013 and the rules made thereunder. Accordingly, no details are required to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, as
amended, the Annual Return of the Company for the financial year ended March 31, 2026 will be made available on the Company's website at
www.mic.co.in upon filing with the Registrar of Companies.

Business Responsibility and Sustainability Report (BRSR)

In terms of Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the inclusion of the Business

Responsibility and Sustainability Report ('BRSR') as part of the Annual Report is mandatory for the top 1,000 listed entities based on market
capitalisation. As the Company does not fall within the top 1,000 listed entities based on market capitalisation, the BRSR is not applicable to the
Company for the financial year ended March 31,2026, and accordingly, the same has not been included in this Annual Report.

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

The Company is committed to providing a safe, open, and inclusive workplace for all its employees, irrespective of gender or any other factor,
where every employee feels empowered to contribute to the best of their abilities. In furtherance of this commitment, the Company has formulated
a Policy on Prevention of Sexual Harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ('POSH Act') and the rules made thereunder. The Company has complied with the provisions of the POSH Act
relating to the formulation of an Anti-Sexual Harassment Policy and the constitution of an Internal Committee ('IC') for redressal of complaints.

During the financial year under review, no complaints were received by the Internal Committee in relation to sexual harassment or any other
workplace grievances. The status of complaints received during the financial year ended March 31, 2026 is as follows:

Maternity Benefits

The Company confirms its compliance with the provisions of the Maternity Benefit Act, 1961. All eligible women employees of the Company
have been provided the requisite benefits under the said Act, including paid maternity leave, continuity of salary and service, and post-maternity
support such as nursing breaks and flexible work arrangements, as applicable.

Particulars of Loans, Guarantees or Securities or Investments

During the financial year under review, the Company has not given any loans or guarantees, nor has it made any investments attracting the
provisions of Section 186 of the Companies Act, 2013. Accordingly, no disclosure is required to be made in this regard.

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

The Managing Director and the Chief Financial Officer of the Company have provided the annual certification on financial reporting and internal
controls to the Board of Directors, in terms of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
for the financial year ended March 31, 2026.

They have also provided quarterly certifications on financial results while placing the quarterly financial results before the Board of Directors, in
terms of Regulation 33(2)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The annual certificate issued by the Managing Director and the Chief Financial Officer of the Company is annexed hereto and forms an integral
part of this Report.

Meetings of the Board of Directors and its Committees during the Financial Year 2025-26.

During the year under review, the Board convened Eight (8) meetings. The dates of the meetings are May 22, 2025, July 04, 2025, July 25, 2025,
September 01, 2025, October 15, 2025, November 05, 2025, January 31, 2026 and March 30, 2026.

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 2025-26 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 and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility Committee, and Management Committee are detailed in the Report on Corporate Governance,
which is annexed hereto and forms an integral part of this Annual Report.

Nomination and Remuneration Policy

The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has framed a Nomination and Remuneration
Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, which lays down a framework in relation to the selection, appointment, and remuneration of
Directors, Key Managerial Personnel, and Senior Management of the Company. The details of the composition and terms of reference of the
Nomination and Remuneration Committee, along with the said Policy, are provided in the Report on Corporate Governance, which is annexed
hereto and forms an integral part of this Annual Report.

Human Resources

The Management firmly believes that competent and committed human resources are vital to the sustained success of the organisation. In line
with this philosophy, utmost care is exercised in attracting quality talent, and suitable training is imparted to employees across various skill sets
and behavioural competencies. Various initiatives were undertaken during the financial year under review to enhance the competitive spirit, foster
a culture of collaboration, and encourage team bonding among employees. These initiatives have contributed to uninterrupted operations of the
Company and have aided in achieving the targeted growth in the Company's overall performance.

Insurance

All properties and insurable interests of the Company, including buildings, plant and machinery, and stocks, have been adequately insured
against all applicable risks during the financial year under review.

Revision of Financial Statements

During the financial year under review, there was no revision of the Financial Statements of the Company.

Compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

In compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has executed the Uniform Listing
Agreement with BSE Limited and National Stock Exchange of India Limited and has formulated the requisite policies, which are available on the
Company's website at www.mic.co.in. The following policies have been adopted by the Board of Directors:

• Board Diversity Policy

• Policy on Preservation of Documents and Archival Policy

• Policy for Determining Material Subsidiaries

• Whistle Blower Policy

• Familiarisation Programme for Non-Executive and Independent Directors

• Policy on Prevention of Sexual Harassment at Workplace

• Policy on Related Party Transactions

• Code of Conduct and Ethics for Directors and Senior Management

• Nomination and Remuneration Policy

• Policy for Determination of Materiality of Events and Information

• Code for Prohibition of Insider Trading

• Code of Fair Disclosure and Conduct

• EOHS Policy

• Dividend Distribution Policy

• Risk Management Policy

• Terms and Conditions of Appointment of Independent Directors.

Non-Executive Directors Compensation and disclosures

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the Company which, in the judgment of
the Board of Directors, may affect the independence of the Directors, except to the extent of sitting fees paid to them for attending the meetings
of the Board of Directors and its Committees. The details of sitting fees paid to the Non-Executive and Independent Directors during the financial
year under review are provided in the Report on Corporate Governance, which is annexed hereto and forms an integral part of this Annual
Report.

Industry-Based Disclosures

The Company is not a Non-Banking Financial Company (NBFC), Housing Finance Company, or any other entity to which industry-specific
disclosures are applicable under the relevant regulations. Accordingly, industry-based disclosures as prescribed under the applicable regulatory
framework are not required to be made by the Company.

Event based disclosures.

1. Issue of Sweat Equity Shares:

The Company has not issued any sweat equity shares during the financial year under review. Accordingly, no disclosure is required under
Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

2. Issue of Shares with Differential Rights:

The Company has not issued any shares with differential voting rights during the financial year under review. Accordingly, no disclosure is
required under Section 43(a)(ii) of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules,
2014.

3. Issue of Shares under Employees' Stock Option Scheme:

The Company has not issued any equity shares under any Employees' Stock Option Scheme during the financial year under review.
Accordingly, no disclosure is required under Section 62(1)(b) of the Companies Act, 2013.

4. Purchase of Shares or Grant of Loans for Purchase of Shares:

The Company has neither purchased its own shares nor granted any loans for the purchase of its shares during the financial year under
review. Accordingly, no disclosure is required under Section 67(3) of the Companies Act, 2013.

5. Preferential Issue and Allotment of Shares:

The Board of Directors, at its Meeting held on March 30, 2026, approved the issue and allotment of up to 5,68,73,418 fully paid-up
equity shares of face value '2 each at an issue price of '41.38 per share (including a share premium of '39.38 per share), aggregating
'235,34,22,037, on a preferential basis for consideration other than cash, by way of share swap, to the selling shareholders of M/s.
Neo Semi SG Pte. Ltd., Singapore (namely M/s. Ebisu Global Opportunities Fund Limited, Mauritius; M/s. Unico Global Opportunities
Fund Limited, Mauritius; and M/s. Tavas Advisory & Consulting (FZE), UAE), in accordance with Chapter V of the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, read with Sections 42 and 62(1)(c) of the Companies Act, 2013. The members of the
Company accorded their approval for the said preferential allotment by way of special resolution at the Extraordinary General Meeting
held on April 29, 2026. As on the date of this Report, the applications for in-principle approval filed with BSE Limited and National Stock
Exchange of India Limited are currently under consideration by the respective Stock Exchanges, and the allotment of shares is subject to
receipt of such approvals and other requisite regulatory clearances.

6. Acquisition of M/s. Neo Semi SG Pte. Ltd., Singapore:

The Board of Directors, at its Meeting held on March 30, 2026, approved the acquisition of 71,72,090 equity shares of USD 1 each,
constituting 89.65% of the total paid-up equity share capital of M/s. Neo Semi SG Pte. Ltd. ('Neo'), a Singapore-incorporated deep-tech
platform company focused on semiconductor IP, AI-driven energy logistics, IoT-based smart grid solutions, and circular electronics, for a
total consideration of '357.60 Crores, comprising a cash component of '122,25,82,158 and a non-cash component of '235,34,22,037
by way of share swap. The members of the Company accorded their approval for the said acquisition by way of special resolution at the
Extraordinary General Meeting held on April 29, 2026. As on the date of this Report, the applications for in-principle approval filed with
BSE Limited and National Stock Exchange of India Limited are currently under consideration by the respective Stock Exchanges, and the
completion of the acquisition is subject to receipt of such approvals, approval of the Reserve Bank of India for overseas direct investment
under FEMA, requisite regulatory approvals in Singapore, and other applicable statutory and regulatory clearances.

Employees Stock Options

During the financial year under review, no stock options were granted to any employee of the Company equal to or exceeding 1% of the issued
capital of the Company at the time of grant.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company
hereby confirms and states that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures
from the same;

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 2025-26 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 2025-26 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.

vi. 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

Pursuant to Rule 9 of the Companies (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 for the financial year ended March 31, 2026.

Data privacy, Data protection, and Cybersecurity

The Company is committed to upholding the highest standards of data privacy and protection. In view 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 the provisions of the Information Technology Act, 2000, and applicable data protection regulations,
including the Digital Personal Data Protection Act, 2023.

The following key initiatives were undertaken during the financial year under review:

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

ii. Conduct of regular third-party cybersecurity audits and vulnerability assessments;

iii. Implementation of structured employee training programmes on data protection and cybersecurity awareness;

iv. Implementation of strict access control mechanisms and role-based permission frameworks; and

v. Establishment of data breach response protocols in accordance with the guidelines issued by the Indian Computer Emergency Response
Team (CERT-In).

The Company continues to invest in strengthening its digital infrastructure to ensure robust protection of stakeholder information and to maintain
uninterrupted business continuity.

Appreciation

The Board of Directors wishes to place on record its sincere appreciation and gratitude to all stakeholders, including shareholders, customers,
vendors, bankers, and regulatory authorities, for their continued trust, support, and confidence reposed in the Company.

The Board also wishes to place on record its deep appreciation for the employees at all levels of the organisation for their hard work, dedication,
and unwavering commitment during the financial year under review. The enthusiasm and unstinting efforts of the employees have been
instrumental in enabling the Company to streamline its operations and statutory compliances, thereby laying a strong foundation for sustained
growth and a renewed focus on the future.

Cautionary Statement

Statements in this Report, particularly those relating to the Management Discussion and Analysis Report, describing the Company's objectives,
projections, estimates, and expectations may constitute 'forward-looking statements' within the meaning of applicable laws and regulations. These
statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and
expectations are accurate or will be realised. Actual results could differ materially from those expressed or implied in this Report, depending on
the circumstances, including but not limited to changes in the regulatory environment, economic conditions, and other risk factors. The Company
assumes no responsibility to publicly amend, modify, or revise any forward-looking statement on the basis of any subsequent developments,
information, or events.

Acknowledgement

The Board of Directors takes this opportunity to place on record its sincere gratitude to all suppliers, customers, strategic partners, banks and
financial institutions, insurance companies, the Central and State Governments, and all other stakeholders and shareholders for their continued
support, trust, and co-operation extended to the Company. The Board is also pleased to record its deep appreciation for the sincere, dedicated,
and committed services rendered by the employees and workmen at all levels of the organisation, whose collective efforts have been integral to
the Company's progress and growth.

By order of the Board
For MIC Electronics Limited

Kaushik Yalamanchili Sivanand Swamy Mitikiri

Managing Director Whole-time Director

DIN: 07334243 DIN:10166966

Date: July 31, 2026
Place: Hyderabad