Directors Report of MIC Electronics Ltd.

Mar 31, 2025

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)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	6294.68	5656.61	9600.36	5656.61
Total Expenditure	4992.03	4545.24	8293.57	4545.24
Profit before Tax	1302.66	1773.44	1306.79	1773.34
Tax expenses/Provision for Tax	(323.66)	4410.54	(323.66)	4410.54
Profit after Tax	978.99	6183.88	983.12	6183.88
Other comprehensive income	(13.69)	0.35	(13.69)	0.35
Transfer to General Reserve	--	--	--	--
Profit available for appropriation	965.30	6184.23	969.43	6184.23
Provision for Proposed Dividend	--	--	--	--
Provision for Corporate Tax	--	--	--	--

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.

S.No.	Name of the Director	DIN	Designation
1	Mr. Kaushik Yalamanchili	07334243	Managing Director
2	Mr. Siva Lakshmana Rao Kakarala	03641564	Non-executive Director
3	Mr. Sivanand Swamy Mitikiri	10166966	Whole-time Director
4	Mr. Srinivas Rao Kolli	07980993	Independent Director
5	Mrs. Karuna Gayathri Upadhyayula	07901195	Independent Director
6	Mrs. Sabitha Ghanta	07996656	Independent Director
7	Mr. Deepayan Mohanty1	00196042	Independent Director
8	Mr. Penumaka Venkata Ramesh2	02836069	Independent Director
9	Mr. Subhash Somod Lingareddi3	09501374	Independent Director

^]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.

S.No.	Nature of Complaints	Received	Disposed-of	Pending
1	Sexual Harassment	-	-	-
2	Workplace Discrimination	-	-	-
3	Child Labour	-	-	-
4	Forced Labour	-	-	-
5	Wages and Salary	-	-	-
6	Other HR Issues			-

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

---

Mar 31, 2024

The Board of Directors are pleased to present your Company''s 36th Board''s Report on the Company''s business and operations, together with the audited financial statements for the financial year ended March 31, 2024.

Financial performance

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2023-24.

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

Particulars	2023-24	2022-23
Total Income	5656.61	779.75
Total Expenditure	4545.24	765.19
Profit before Tax	1773.44	14.56
Tax expenses/Provision for Tax	4410.54	--
Profit after Tax	6183.88	14.56
Other comprehensive income	0.35	0.40
Transfer to General Reserve	-	--
Profit available for appropriation	-	--
Provision for Proposed Dividend	-	--
Provision for Corporate Tax	-	--

Performance

a) Operations

The total revenue of the Company for the financial year ended March 31, 2024 was ''5656.61 Lakhs as compared to the previous year''s total revenue of ''779.75 Lakhs. During this financial year the Company has earned a net profit of '' 6183.88 Lakhs as against the previous year''s net profit of '' 14.56 Lakhs.

b) Prospects

During the year under review, the company earned revenue of '' 4549.90 Lakhs from Passenger Information System (PIS) displays of Indian Railways. Apart from PIS Displays and AMC contracts with Indian Railways, your company is working on project relating to Indian Railways comprising of Public Announcement Passenger Information System (PAPIS) and on EV chargers and 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, 2024.The Company has three segments i.e., LED Products, Medical & other appliances and Automobiles (EVs).

Share Capital

As of Financial Year ended on March 31, 2024, 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 only) equity shares of '' 02/- (Rupees Two Only) each and the paid-up capital is '' 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.

On June 26, 2024 Company has allotted 1,95,65,217 Equity Shares to the Foreign Portfolio Investors through Qualified Institutional Placement (QIP), with the 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 only) equity shares of '' 02/- (Rupees Two Only) each and the paid-up capital is '' 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, 2024, 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 and however, the Company has divested it''s entire stake from M/s. Bikewo Green Tech Private Limited, the erstwhile subsidiary of the Company on November 11,2023.

Indian Accounting Standards (Ind AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministryof Corporate Affairs'' notification of the Companies (Indian Accounting Standards) Rules, 2015. The financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspectsof the Indian Accounting Standards (''Ind AS'') as notified under section 133 of the Companies Act 2013 read withthe 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").

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

During the FY 2023-24, there was no unpaid/ unclaimed dividend pertaining to FY 2015-16 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 2023-24.

Significant and material orders passed by the regulators

During the FY 2023-24, 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, 2024 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 2023-24, the following are the Directors on the Board of the Company.

S.No.	Name of the Director	DIN	Designation
1	Mr. Kaushik Yalamanchili	07334243	Managing Director
2	Mr. Siva Lakshmana Rao Kakarala	03641564	Non-Executive Director
3	Mr. Sivanand Swamy Mitikiri1	10166966	Whole-time Director
4	Mr. Srinivas Rao Kolli	07980993	Independent Director
5	Mrs. Karuna Gayathri Upadhyayula	07901195	Independent Director
6	Mrs. Sabitha Ghanta2	07996656	Independent Director
7	Mr. Subhash Lingareddi Somod3	09501374	Independent Director
8	Mrs. Venkata Naga Lavanya Kandala4	07891405	Independent Director
9	Mr. ManideepKatepalli5	07840019	Independent Director

^]Mr. Sivanand Swamy Mitikiri was appointed as Whole-time Director w.e.f. May 27, 2023.

²Mrs. Sabitha Ghanta was appointed as Director w.e.f. November 11,2023.

³Mr. Subhash Lingareddi Somod was appointed as Director w.e.f. January 05, 2024.

⁴Mrs. Venkata Naga Lavanya Kandala was resigned as Director w.e.f. November 11,2023.

⁵Mr. Manideep Katepalli was resigned as Director w.e.f. May 26, 2023.

The Board of Directors in their meeting held on November 11, 2023 appointed Mrs.Sabitha Ghanta holding DIN: 07996656, and on January 05, 2024 appointed Mr. Subhash Lingareddi Somod as Additional Directors in the Independent Director category, subject to the approval of members within a period of 3 (three) months from the date of their appointment.

The members thorough a postal ballot dated February 06, 2024 approved the appointment of Mrs. Sabitha Ghanta and Mr. Subhash Lingareddi Somod as Directors of the Company in the Independent Director category for a period of five years.

Further, the Board of Directors, in their meeting held on May 26, 2023 appointed Mr. Sivanand Swamy Mitikiri, holding DIN: 10166966, as Additional Director and Whole-time Director in the professional category for a period of one year i.e. from May 27, 2023 to May 26, 2024, and the members in the 35th AGM held on August 18, 2023 approved the appointment of Mr. Sivanand Swamy Mitikiri. Further, the Board of Directors in their meeting held on January 05, 2024, has reappointed Mr. Sivanand Swamy Mitikiri as Whole-time Director for another period

of 3 years and, the members thorough a postal ballot dated February 06, 2024 approved the appointment of Mr. Sivanand Swamy Mitikiri as whole-time Director of the Company for a period of 3 years from May 27, 2024, to May 26, 2027.

As on the report date, Mr. Deepayan Mohanty (DIN: 00196042) was appointed as an Independent Director w.e.f. August 10, 2024.

Key Managerial Personnel

During the FY 2023-24, the Company is having the following KMPs

1. Mr. Kaushik Yalamanchili - Managing Director

2. Mr. Sivanand Swamy Mitikiri - Whole - time Director¹

3. Mr. Kalidindi Satyanarayana Raju - Chief Executive Officer²

4. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer

5. Mrs. Lakshmi Sowjanya Alla - Company Secretary³

6. Mr. Sivanand Swamy Mitikiri - Company Secretary⁴

7. Mr. Srinivasan Arunachalam - Chief Executive Officer⁵

¹Mr. Sivanand Swamy Mitikiri was appointed as Whole-time Director w.e.f. May 27, 2023.

²Mr. Kalidindi Satyanarayana Raju was appointed as Chief Executive Officer w.e.f. July 20, 2023 and later resigned w.e.f July 10, 2024. ³Mrs. Lakshmi Sowjanya Alla was appointed as Company Secretary w.e.f. May 27, 2023.

⁴Mr. Sivanand Swamy Mitikiri was resigned as Company Secretary w.e.f. May 26, 2023.

⁵Mr. Srinivasan Arunachalam was resigned as Chief Executive Officer w.e.f. July 20, 2023.

As on the report date Mr. Venumuddala Vivek Reddy was appointed as Chief Operating Officer (COO) w.e.f July 23, 2024 and Mr. Rakshith Mathur was appointed as Chief Executive Officer (CEO) w.e.f. August 01, 2024.

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").

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 Companyat 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, 2024, your Company doesn''t have any subsidiary, however the company divested its entire stake in the erstwhile subsidiary M/s. Bikewo Green Tech Private Limited on November 11,2023.

As on report date the Company incorporated a wholly owned subsidiary M/s. SOA Electronics Trading LLC, in Dubai, UAE on May 22, 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 not applicable for the period under review.

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-II 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-III forming part of this Report.

Statutory Auditors

At the 33rd AGM 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 2028. 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 21, 2024 duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended

March 31, 2024 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, Hyderabad as internal auditors to review internal controlsand 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 138of 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

The Board has appointed Mr. Y Ravi Prasada Reddy proprietor of M/s. RPR & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the financial year ended March 31, 2024 who had given their consent and eligibility to act as the Secretarial Auditors of the Company.

The Secretarial Audit for the financial year ended March 31,2024, was carried out by M/s. RPR & Associates, Practicing Company Secretaries. The Report given by the Secretarial Auditors in Form MR-3 is enclosed as Annexure-IV and forms integral part of this Report.

The Board of Directors in its meeting held on July 23, 2024 duly reviewed the Secretarial Auditors Report for the year ended March 31, 2024.

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-IV(A) and forms integral of this Report.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2023-24 from M/s. RPR & Associates, Practicing Company Secretaries which is enclosed as Annexure-IV(B) 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.

Corporate Social Responsibility (CSR)

Since the Company did not have required profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2023-24. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2023-24.

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 Report for the year ended March 31,2024 is enclosed as Annexure-V 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, 2024, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-VI 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 existenceof 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 2023-24, are prepared incompliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations as well as inaccordance 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 36th 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 there of. 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 2023-24 will be placed on the website of the Company at www.mic.co.in Prevention of Sexual Harassment of Women at Workplace

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal complaints committee was duly constituted as required. During the financial year ended March 31, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

Particulars of Loans, Guarantees or Securities or Investments

The Company''s outstanding unsecured loan to M/s. Swift Vitthiya Samavesh Pvt Ltd as on March 31, 2024 was '' 173.67 Lakhs.

There is no investment made by the Company during the year under review, Company has divested its entire investment from the erstwhile subsidiary M/s. Bikewo Green Tech Private Limited on November 11, 2023.

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) Regulations, 2015 for the FY 2023-24.

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) Regulations, 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 2023-24

During the year under review, the Board convened six (6) meetings. The dates of the meetings are May 26, 2023, July 20, 2023, September 06, 2023, November 11, 2023, January 05, 2024 and February 06, 2024.

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 2023-24 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 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 skill sets 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.

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 or Housing Company etc., and hence Industry based disclosures is not required.

Event Based Disclosure

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: The Company has not issued any securities during the year under review.

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 2023-24 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 2023-24 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.

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 cooperation 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

Mr. Kaushik Yalamanchili Mr. Sivanand Swamy Mitikiri

Managing Director Whole-time Director

DIN: 07334243 DIN:10166966

Date: July 23, 2024 Place: Hyderabad

---

Mar 31, 2023

The Board of Directors are pleased to present your Company''s 35th Board''s Report on the Company''s business and operations, together with the audited financial statements (standalone & consolidated) for the financial year ended March 31, 2023.

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 2022-23.

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

Particulars	2022-23	2021-22
Total Income	779.75	3233.57
Total Expenditure	765.19	2952.48
Profit before Tax	14.56	281.09
Tax expenses/Provision for Tax	--	--
Profit after Tax	14.56	281.09
Other comprehensive income	0.40	--
Transfer to General Reserve	--	--
Profit available for appropriation	--	--
Provision for Proposed Dividend	--	--
Provision for Corporate Tax	--	--
The financial highlights of the Company''s consolidated operations are as follows:	(Amount in f Lakhs)
Particulars	2022-23	2021-22
Total Income	2485.15	4625.28
Total Expenditure	2458.91	4322.06
Profit before Tax	26.24	303.23
Tax expenses/Provision for Tax	1.88	(6.95)
Profit after Tax	24.36	296.28
Other comprehensive income	0.40	--
Transfer to General Reserve	--	--
Profit available for appropriation	--	--
Provision for Proposed Dividend	--	--
Provision for Corporate Tax	--	--

Performance

a) Operations

The total revenue of the Company for the financial year ended March 31, 2023 was f 779.75 Lakhs as compared to the previous year''s total revenue of f 3233.57 Lakhs. During this financial year the Company has earned a net profit of f 14.56 Lakhs as against the previous year''s net profit of f 281.09 Lakhs.

b) Prospects

During the year under review, your company executed regular Annual Maintenance Contracts (AMC) of Indian Railways and executed certain lighting and display order of private parties. The Company had received the RDSO approval on 29th March, 2023 for Passenger Information System (PIS) displays of Indian Railways. Your Company participated in the tenders worth around f 120 Crores and was L1 for around f 105 Crores. Letter of Acceptances have been received for f 83.28 Crores. The Company has commenced the dispatches and installation works from the Month of May 2023 onwards. The management of the Company is also studying the various other business lines in order to identify and focus on the profit generating lines apart from the regular AMCs and PIS Divisions of Indian Railway.

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, 2023. The Company has three segments i.e., LED Products, Medical & other appliances and Automobiles (EVs).

COVID-19

These are unprecedented times, as our country and the entire world struggle to contain and combat the COVID-19 pandemic. Amidst such rampant uncertainties, we have abided by every safety and social distancing norms and have been consistently communicating the same to both our employees and customers. We stand in solidarity with the Government of India and all our citizens, and our efforts towards the betterment of one and all will continue, unabated.

Share Capital

At present 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 only) equity shares of ? 02/- (Rupees Two Only) each and the paid-up capital stand at ? 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. During the year there was no change in the Share Capital of the Company.

Transfer to reserves

For the financial year ended March 31, 2023, 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 and there was no disinvestment during the Financial Year ended March 31,2023.

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").

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

During the FY 2022-23, there was no unpaid/ unclaimed dividend pertaining to FY 2014-15 to be transferred to the Investors Education and Protection Fund ('' I EPF'') 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 2022-23.

Significant and material orders passed by the regulators

During the FY 2022-23, 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, 2023 to which the financial statements relates and the date of signing of this report except, Company executed Agreement of Sale cum General Power of Attorney with M/s. Accord Townships Private Limited on 07th July, 2023 for the sale of Kushaiguda Property situated at A-4/II, Electronic Complex, Kushaiguda, Hyderabad - 500 062, admeasuring 4444.44 Sq.Yds, pursuant to the Members Resolution passed through Postal Ballot on 04th June, 2022 and as approved by the Board of Directors in the Board Meeting held on 10th November, 2022.

Board of Directors

During the start and end of the FY 2022-23, the following are the Directors on the Board of the Company.

S.No.	Name of the Director	DIN	Designation
1	Mr. Kaushik Yalamanchili	07334243	Managing Director
2	Mr. Siva Lakshmana Rao Kakarala	03641564	Non-executive Director
3	Mr. Manideep Katepalli1	07840019	Independent Director
4	Mrs. Karuna Gayathri Upadhyayula	07901195	Independent Director

5	Mr. Srinivas Rao Kolli		07980993	Independent Director
6	Mrs. Venkata Naga Lava	nya Kandala	07891405	Independent Director

^]Mr. Manideep Katepalli resigned as Director w.e.f. May 26, 2023

Upon recommendations of the Nomination and Remuneration Committee in its meeting held on May 26, 2023, the Board of Directors in its meeting held on May 26, 2023 had appointed Mr. Sivanand Swamy Mitikiri holding DIN: 10166966 as Additional Director and Whole-time Director in professional category for a period of one year subject to the approval of members within a period of three (3) months from the date of appointment. In this regard Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director and further the Board in its meeting held on May 26, 2023 recommend for the approval of the shareholders, the appointment of Mr. Sivanand Swamy Mitikiri as Whole-time Director of the Company.

The Board of Directors in its meeting held on March 12, 2022 had appointed Mr. Srinivas Rao Kolli holding DIN: 07980993 and Mrs. Venkata Naga Lavanya Kandala holding DIN: 07891405 as Additional Directors in the Independent Director category subject to approval of members within a period of 3 (three) months from the date of their appointment.

The members thorough postal ballot dated June 04, 2022 approved the appointment of Mr. Srinivas Rao Kolli and Mrs Venkata Naga Lavanya Kandala as Directors of the Company in the Independent Director category for a period of five years w.e.f., March 12, 2022.

As on the date of this report, the Board of Directors of the Company consists of the following directors:

Sl.No.	Name of the Director	DIN	Designation
1	Mr. Kaushik Yalamanchili	07334243	Managing Director
2	Mr. Siva Lakshmana Rao Kakarala	03641564	Non-executive Director
3	Mrs. Karuna Gayathri Upadhyayula	07901195	Independent Director
4	Mr. Srinivas Rao Kolli	07980993	Independent Director
5	Mrs. Venkata Naga Lavanya Kandala	07891405	Independent Director
6	Mr. Sivanand Swamy Mitikiri	10166966	Wholetime Director (Additional Director)

Key Managerial Personnel

During the FY 2022-23, the Company is having the following KMPs

1. Mr. Kaushik Yalamanchili - Managing Director

2. Mr. Muralikrishnan Sadasivan Madurai - Chief Financial Officer

3. Mr. Srikanth Reddy Kolli - Company Secretary¹

4. Mr. Srinivasan Arunachalam - Chief Executive Officer

5. Mr. Sivanand Swamy Mitikiri - Company Secretary²

¹ Mr. Srikanth Reddy Kolli was resigned as Company Secretary w.e.f. February 14, 2023.

² Mr. Sivanand Swamy Mitikiri was appointed as Company Secretary w.e.f. February 14, 2023 and was resigned w.e.f. May 26, 2023. Mrs. Lakshmi Sowjanya Alla was appointed as Company Secretary and Compliance Officer w.e.f. May 27, 2023 in the Board Meeting held on May 26, 2023.

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, 2023, your Company is having one subsidiary (50.99%) - M/s. Bikewo Green Tech Private Limited.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure-II forming part of this Report.

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 to this Report.

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 33rd AGM 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. 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 26, 2023 duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2023 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, Hyderabad 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

The Board has appointed Mr. Y. Ravi Prasada Reddy, Proprietor of M/s. RPR & Associates, Practising Company Secretaries as Secretarial Auditors of the Company for the financial year ended March 31, 2023.

The Secretarial Audit for the financial year ended March 31, 2023, was carried out by M/s. RPR & Associates, Practicing Company Secretaries. The Report given by the Secretarial Auditors in Form MR-3 dated 20th July 2023 is enclosed as Annexure-V(A) and forms integral part of this Report.

As per Regulation 24A of SEBI (LODR) Regulations, 2015, the Secretarial Audit Report of M/s. Bikewo Green Tech Private Limited (CIN: U749 99TG2016PTC113345), unlisted material subsidiary of the company for the Financial Year 2022- 23 issued by M/s RPR & Associates, Practicing Company Secretaries, Hyderabad is annexed herewith as Annexure -V(B) to this Report. The Secretarial Audit Report does not contain any qualifications, reservation or adverse remark or disclaimer.

The Board of Directors in its meeting held on July 20, 2023 duly reviewed the Secretarial Auditors Report for the year ended March 31, 2023 and has noted that there are no qualifications, observations, or deviations except, delay in payment of listing fee with the stock exchanges for the year 2022-23

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2022-23 from M/s. RPR & Associates, Practicing Company Secretaries which is enclosed as Annexure-V(C) 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(D) and forms integral of this Report.

Corporate Social Responsibility (CSR)

Since the Company did not have required profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2022-23. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2022-23.

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 31,2023 is enclosed as Annexure-VI 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, 2023, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is enclosed as Annexure-VII 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

Your Company had formulated a risk management policy for dealing with different kinds of risks that it faces in the day-to-day operations of the Company. Risk Management Policy of the company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal financial control systems and procedures to mitigate the risk. The risk management procedure is reviewed by the Board of Directors from time to time.

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.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiary for FY 2022-23, 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 Consolidated 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, Consolidated Financial Statements along with relevant documents and separate annual accounts in respect of subsidiary 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 35th 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).

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2022-23 with delay.

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 2022-23 will be placed on the website of the Company at www.mic.co.in

Prevention of Sexual Harassment of Women at Workplace

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal complaints committee was duly constituted as required. During the financial year ended March 31,2023, the Company has not received any Complaints pertaining to Sexual Harassment.

Particulars of Loans, Guarantees or Securities or Investments

The Company''s outstanding unsecured loan to M/s. Swift Vitthiya Samavesh Pvt Ltd as on March 31,2023 was '' 6.62 Crores and the outstanding investment of '' 3.33 Crores by way of subscribing to 10,40,300 equity shares of '' 10/- each at a premium of '' 22/- each of M/s. Bikewo Green Tech Pvt Ltd.

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 2022-23.

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 held during the Financial Year 2022-23

During the year under review, the Board met six (6) times. The dates of the meetings are April 26, 2022, May 25, 2022, July 20, 2022, November 10, 2022, December 02, 2022 and February 14, 2023.

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 2022-23 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 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

• Risk Management Policy

• Whistle Blower Policy

• Familiarisation programme for non-executive directors

• Prevention of 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

• Policy for determining material subsidiaries

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 Companies etc., and hence Industry based disclosures is not required.

Event Based Disclosure

During the year under review, the Company has not taken up any of the following activities:

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: The Company has not issued any securities during the year under review.

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 2022-23 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 2022-23 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.

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 cooperation 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

Mr Kaushik Yalamanchili Mr Sivanand Swamy Mitikiri

Managing Director Director

DIN:07334243 DIN: 10166966

Date: 20.07.2023 Place: Hyderabad

---

Mar 31, 2016

To

The Members,

Dear Shareholders,

The Directors have pleasure in presenting their 28^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March 2016.

Financial summary or highlights / Performance of the Company:

The financial performance of the Company for the financial year ended 31^st March, 2016, is summarized below:

( Rs. in Lakhs)

Particulars	31st March 2016 (12 Months)	31st March 2015 (12 Months)
Revenue From Operations	21,763.56	15,854.18
Other income	338.51	359.77
Total income	22,102.07	16,213.94
Expenditure	17,417.10	15,355.92
Profit before depreciation	4,684.97	858.02
Less: Depreciation	751.04	766.96
Profit before exceptional items and Tax	3,933.93	91.06
Exceptional Items	19,620.03	48.94
Profit / Loss before Tax	(15,686.10)	42.12
Less: Provision for Taxation	4597.54	177.50
Profit / Loss after Tax	(11,088.56)	219.62
EPS- Basic (In Rs.)	(7.71)	0.18
Diluted (In Rs.)	(5.91)	0.12

State of Company''s Affairs

During the year under review, your Company has achieved significant business growth. The Company has recorded overall sales growth of products.

The company has recorded a profit of Rs. 39.34 Crores before Exceptional Items of Rs. 196.20 Crores.

Exceptional Items includes depletion in value of Inventories of Rs. 159.52 Crores, bad debts and debit balances written off Rs. 36.68 Crores during the year.

After Exceptional Items the company incurred a Net Loss of Rs. 110.89 Crores.

After confirmation we will place the same at Report.

Dividend

Your Directors doesn’t recommend any Dividend on Equity Share Capital of your Company for the financial year ending 31^st March, 2016.

Transfer to Reserves

The Company has during the period under review, has not transferred any amount to its General Reserves.

Changes in Share Capital

During the period under review, your Company has:

Converted 4,72,14,848 warrants into Equity Shares in 1:1 ratio being a part of 7,44,62,070 Convertible Equity Shares Warrants allotted to the Promoters and Investors on 25^th November 2014 and Pending Warrants for Conversion as on 31^st March 2016 is 1,08,22,222, considering earlier conversion of 16,425,000 warrants as on 19th March 2015.

Conversion details are below:

Particulars	Total No. of CESW Converted
Conversion of Warrants into Equity Shares approved by Board of Directors on 25th July 2015 and same has been listed with Stock Exchanges.	1,13,95,000
Conversion of Warrants into Equity Shares approved by Board of Directors on 30th September 2015 and same has been listed with Stock Exchanges	2,70,87,070
Conversion of Warrants into Equity Shares approved by Board of Directors on 10th November 2015 and same has been listed with Stock Exchanges	87,32,778
Total Warrants Converted during the Financial Year	4,72,14,848

Further 3,30,00,000 Preferential Convertible Share Warrants of Rs. 25/- each (i.e Face Value of Rs. 2/- at a premium of Rs. 23/-) allotted to the Investors on 15^th February 2016.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2016. There were no unclaimed or unpaid deposits as on March 31, 2016.

Change in the Nature of Business, if any

There is no change in the nature of business of the Company Management Discussion and Analysis Report

Management’s discussion and analysis report for the year under review, as stipulated under Clause 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of the Annual Report.

Employees Stock Options Plan 2006 (MIC ESOP 2006)

The Company had established MIC Electronics Limited Employees Welfare Trust in 2005 to create Employee Stock Option Plan.

On 12 th August 2006, the Shareholders approved that ESOP to issue 4500000 (Face Value Rs.2/-) stock options of the Company to its employees through the trust.

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee stock purchase Scheme), Guidelines, 1999, the details of stock options as on 30th November 2010 under the MIC Electronics Ltd Employees Stock Options Plan, 2006 are as under:

During the year 7,49,100 shares which were lying in the trust were distributed to the employees. 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.

Particulars of Employees

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure - I.

Further during the year under review, none of the employees are receiving remuneration as set out in Rule (5) (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Subsidiaries and Associates

During the year, the Board has reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board’s Report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www. mic.co.in. These documents will also be available for inspection during business hours at our registered office in Hyderabad.

As on 31^st March, 2016, the following are the subsidiaries:

1. MIC Electronics Inc.,USA

2. MIC Green Solutions Private Limited

3. Candilux Private Limited (Formerly MIC Candilux Private Limited)

Consolidated Financial Statements

The audited standalone and Consolidated Financial Statements of the Company which form part of the Annual Report have been prepared in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Accounting Standards (AS-21) on consolidated Financial Statements and the Accounting Standard (AS-2 3) on Accounting for Investment in Associates.

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:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

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

(d) The directors had prepared the annual accounts on a going concern basis.

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. and

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

Statement on Declaration given by independent directors

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Particulars of Contracts or Arrangements with related parties

Company has transactions with related parties, which were continuing from previous financial years. However all those are entered under ordinary course of business and are at arm’s length transactions. Therefore, consent of the shareholders under Section 188 does not require. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - III to this Report.

Corporate Social Responsibility (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the Company has laid down various steps to mitigate the identified risk.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Number of Meetings of the Board of Directors

The Board met eight times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The maximum interval between any two meetings did not exceed 120 days.

Directors

The Board of the Company has an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31^st March, 2016, the Board consists of 6 members, two of whom are executive directors, one non-executive director and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

As per the provisions of the Companies Act 2013, Dr. M V Ramana Rao retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

- The Members at the 27^th Annual General Meeting held on 30^th September 2015:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and any other applicable provisions thereof Shri Atluri Venkata Ram (DIN 00753969), Director of the Company retires by rotation, and re-appointed as Director.

Pursuant to the provisions of section 149 150, 152, Schedule IV and any other applicable provisions of the Companies Act, 2013, and the Rules made there under Dr. Venkata Ramani Vedula (DIN: 01298522) has appointed as Independent Director of the company for a period up to 30th March, 2020.

Pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment and Qualifications) Rules 2014 (including any statutory modification(s) and read with Schedule IV to the Companies Act, 2013 or enactment thereof for the time being in force Dr. M V Ramana Rao (DIN 00010301), Re-appointment as Managing Director of the Company for a period of 3 years commencing from 30^th November 2015 to 29^th November 2018.

Pursuant to the provisions of Section 196, 197 and 203 read with Schedule V and all other applicable provisions of the Companies Act 2013 and the Companies (Appointment and Qualifications) Rules 2014 (including any statutory modification(s) and read with Schedule IV to the Companies Act, 2013 or enactment thereof for the time being in force Mr. L N Malleswara Rao (DIN 00010318), Re-appointment as Executive Director of the Company for a period of 3 years commencing from 31^st December 2015 to 30th December 2018.

- Mr. Malleswara Durga Prasad resigned as Company Secretary with effect from 2 6th December 2015 and continued as CFO of the Company

- Pursuant to the provisions of Section 152 of the Companies Act, 2013 and any other applicable provisions thereof Dr. M V Ramana Rao (DIN 00010301), Director of the Company retires by rotation, and being eligible offers himself for re-appointment.

Committees of the Board

Currently, the Board has three Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

Statutory Auditors

The Statutory Auditors of the Company, M/s. Pavuluri & Co., were appointed at the 2 6^th Annual General Meeting till the conclusion of the 29^th Annual General Meeting (AGM) of the Company. In terms of Section 139 of the Companies Act 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, M/s. Pavuluri & Co., Chartered Accountants, as the Auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Replies to the observations made in Auditor''s Report:

Audit Qualification (each audit qualification separately):

Details of Audit Qualification:

i. Reference is invited to Note 3.05 of the financial statements, The Company has not provided the interest on working capital loan from SBI for Rs.11.87crores during the year (Previous Year Rs. 7.21 crores) as the account has become NPA.

Under accounting principles generally accepted in India, the company should have made a provision for interest expense of Rs.11.87 crores. Had the company made a provision for the same the current year loss would have been higher by the said amount.

ii. Reference is invited to Note 3.07 of the financial statements, The Company has not provided the interest on unsecured loans for Rs. 4.23 crores and interest on term loans for Rs. 2.73crores for the year ended 31^st March 2 016, since the company is pursuing the matter for settlement.

Under accounting principles generally accepted in India, the company should have made a provision for interest expense of Rs. 6.96crores (Previous Year Rs 8.14 crores). Had the company made a provision for the same, the current year loss would have been higher by the said amount.

iii. Reference is invited to Note 3.12 of the financial statements, the Company’s Capital Advances to the extent of Rs. 9.52 crores, “we are unable to ascertain whether such balances as at balance sheet date are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these advances are subsequently determined to be doubtful of recovery. Had the Company made a provision for the same, the loss for the period would have been higher by the said amount”.

iv. Reference is invited to Note 3.15 of the financial statements, during the year the company has written off Rs. 33.49 crores as bad debts. However, the Company’s Trade Receivables still consists of Rs. 6.67 crores that are more than three years old and “we are unable to ascertain whether such balances as at balance sheet date are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these receivables are subsequently determined to be doubtful of recovery. Had the Company provided provision for the same, the loss for the period would have been higher by the said amount”.

v. Reference is invited to Note 3.17 of the financial statements, the Company’s Other Advances to the extent of Rs. 47.91 crores, “we are unable to ascertain whether such balances as at balance sheet date are fully recoverable. Accordingly, we are unable to ascertain the impact, if any, that may arise in case any of these advances are subsequently determined to be doubtful of recovery. Had the Company provided provision for the same, the loss for the period would have been higher by the said amount”.

vi. Reference is invited to Note 3.27 of the financial statements, there are pending litigations against the company, not acknowledged by the company to the extent of Rs. 3.42 crores. There are material uncertainties regarding the outcome of these litigations where in an unfavorable decision could result in cash outflows for the company.

For Audit Qualification(s) where the impact is quantified by the auditor, Management''s Views:

i. The loan has become NPA and management has submitted the proposal for settlement with the banks and is under consideration by the bankers and we are of the opinion that no provision is necessary.

ii. Due to tight liquidity position, company has approached the lenders of unsecured loans and term loans for one time settlement. Since the company is of the opinion that the lenders will consider favorably, interest has not been provided on such loans.

iii. Company has given advances to various suppliers for supply of capital goods for its LED Display Division’s expansion projects. The management is closely pursuing with such suppliers for supply of such capital goods. We are insisting such suppliers to either supply the goods or refund the advance amount without further delay. The management is confident of adjustment of such capital advances and hence no provision has been made.

iv. Due to the prevailing recessionary trend in the industry in the last 3 to 4 years, significant portion of trade receivables remain uncollected. The management has setup a separate team for close monitoring and collection of such overdue receivables and based on their recommendation we are already written off bad debts and other debit balances to the extent of Rs. 33.49 crores. The management is confident of collecting the remaining overdue trade receivables over a period of time and hence no provision has been made.

v. The above advances include a sum of Rs.1.90 Crores given as advance for acquisition of shares in those companies which are engaged in manufacture of LED lighting products and power electronics and the management is insisting such companies to allot/transfer shares at the earliest or else refund the invested amount. Balance of Rs. 46.01 crores related to advances given to various suppliers for supply of materials / services in the ordinary course of business. The management is closely pursuing with such suppliers for supply of materials / services. We are insisting such suppliers to either supply the materials / services or refund the advance amount without further delay. The management is confident of adjustment of such advances and hence no provision has been made.

vi. The litigation is still pending at Court and management is of the opinion that the result will be favorable to the company and hence no provision is necessary.

Internal Auditor

The Company has an in-house internal audit team which monitors the effectiveness of the internal control systems. It reports to the Audit Committee about the adequacy and effectiveness of the internal control system of your Company. Your Company also retains the services of M/s. Sarath & Associates Chartered Accountants.

The recommendations of the internal audit team on improvements in the operating procedures and control systems are also presented to the Audit Committee and the business to use these as tools for strengthening the operating procedures.

Secretarial Auditor

The Board has appointed Y Ravi Prasada Reddy Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure IV to this Report.

Extract of the Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure V to this Report.

Material changes and commitments, if any, affecting the financial position of the company

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended 31^st March 2016 to the date of signing of the Director’s Report.

The company and State Bank of India have mutually agreed for a one time settlement of working capital loan as per the settlement letter dated 3rd August 2016. The bank has agreed to waive the total outstanding interest of Rs. 22.46 crores. As a result, the total outstanding due of the company towards this loan has reduced to Rs. 57.43 Crores.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company''s operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - VI to this Report.

Particulars of loans, guarantees or investments under section 186

Loans, Guarantees, Investments given during the Financial Year ended on 31^st March 2016, which attracts the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, form part of the notes to the financial statements provided in this Annual Report.

Declaration with the compliance with the code of conduct by Members of the board and Senior Management personnel

The Company has complied with the requirements about code of conduct for Board members and Senior Management Personnel.

The said policy is available on the website of the Company.

Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company’s website.

Mechanism for Board Evaluation

Clause 27(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company’s vision and objective, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace

The company as required under the provisions of “The Sexual Harassment of Women at Workplace (prohibition, Prevention and Redressal) Act, 2013” has framed a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Woman at Workplace and matters connected therewith of incidental thereto.

During the Financial year ended 31^st March, 2016 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration. The Remuneration Policy is placed at the website www.mic.in.

Acknowledgements

The Directors would also like to place on record their appreciation for the support & services of various Government & quasi Government organizations like Department of Information technology & Communications, Department of Commercial Taxes, Customs & Central Excise, Income Tax, etc. The Directors also thank the officials of the Bankers.

The Directors would also like to thank the esteemed shareholders for their constant support, guidance & advice.

By order of the Board

For MIC Electronics Limited

Sd/-

Dr. M. V. Ramana Rao

Date : 03.09.2016 ( Managing Director)

Place : Hyderabad (DIN 00010301)

---

Mar 31, 2015

The Directors have pleasure in presenting the 27th Annual Report on the business and operations of the Company and operations of the Comapny and the accounts for the Financial Year ended 31st March 2015.

Financial summary or highlights / Performance of the Company:

The financial performance of the Company for the financial year ended 31st March, 2015, is summarized below:

(Rs. in Lakhs)

Particulars 31st March 2015 31st March 2014 (12 Months) (9 Months)

Revenue From Operations 15,854.18 8,779.18

Other income 359.77 138.36

Total income 16,213.94 8,917.54

Expenditure 15,404.86 9,372.40

Profit before depreciation 809.08 -454.87

Less: Depreciation 766.96 444.81

Profit before exceptional items and Tax 42.12 -899.68

Exceptional Items - -5388.47

Profit before Tax 42.12 -6288.14

Less: Provision for Taxation 177.50 1840.96

Profit after Tax 219.62 -4447.18

Profit brought forward from earlier year - -

Appropriation:

Transfer to General reserve - -

Proposed Dividend - -

Dividend Tax - -

Total Appropriation - -

Profit after appropriation 219.62 -4447.18

EPS- Basic (In Rs.) 0.18 -4.34

Diluted (In Rs.) 0.12 -2.47

State of Company's Affairs

During the year under review, your Company has achieved significant business growth. The Company has recorded overall sales growth of Products. The Company's Net Profit for the year was 2.19 Crores.

Previous year figures are not comparable since they represent only 9 months where as current year represent 12 months.

Dividend

Your Directors doesn't recommend any Dividend on Equity Share Capital of your Company for the financial year ending 31st March, 2015.

Transfer to Reserves

The Company has during the period under review, has not transferred any amount to its General Reserves.

Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2015. There were no unclaimed or unpaid deposits as on March 31, 2015.

Change in the Nature of Business, if any

There is no change in the nature of business of the Company.

Changes in Share Capital

During the period under review, your Company has allotted 7,44,62,070 Preferential Convertible Share Warrants of Rs. 3/- each (i.e Face Value of Rs. 2/- at a premium of Rs.1/-) to the Promoters/Investors. Out of which, the Board of Directors has converted and allotted 1,64,25,000 Preferential Convertible Share Warrants into equity shares on 19th March, 2015.

Management Discussion and Analysis Report

Management's discussion and analysis report for the year under review, as stipulated under Clause 49 of the Listing agreement with Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

EMPLOYEES STOCK OPTIONS PLAN 2006 (MIC ESOP 2006)

The Company had established MIC Electronics Limited Employees Welfare Trust in 2005 to create Employee Stock Option Plan.

On 12th August 2006, the Shareholders approved that ESOP to issue 4500000 (Face Value Rs.2/-) stock options of the Company to its employees through the trust.

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee stock purchase Scheme), Guidelines, 1999, the details of stock options as on 30th November 2010 under the MIC Electronics Ltd Employees Stock Options Plan, 2006 are as under:

ESOP 2006 scheme was ended on 24-10-2009, however 7,49,100 shares were lying in the trust because of Non-exercise of the options due to heavy Fringe Benefit Tax disproportion to price of the scrip and few options because of resignation of employees in general.

Particulars of Employees

The details pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 enclosed as Annexure - I.

Further during the year under review, none of the employees are receiving remuneration as set out in Rule (5) (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Subsidiaries and Associates

At the beginning of the year we had 4 subsidiaries. As on 31st March, 2015 we have only 3 subsidiaries.

During the year, the Board has reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we have prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure II to the Board's Report. The statement also provides the details of performance, financial positions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www. mic.co.in. These documents will also be available for inspection during business hours at our registered office in Hyderabad.

During the year, disinvestment was made in the following subsidiary:

On 1st January, 2015, the entire shareholding in Maave Electronics Private Limited. The Company has taken Valuation Certificate from Independent Valuer and accordingly the business has been transferred for a consideration of Rs. 2.5 Crores/-.

As on 31st March, 2015, the following are the subsidiaries:

1. MIC Electronics Inc.,USA

2. MIC Green Solutions Private Limited

3. MIC Candilux Private Limited

Consolidated Financial Statements

The audited standalone and Consolidated Financial Statements of the Company which form part of the Annual Report have been prepared in accordance with the provisions of the Companies Act, 2013, the Listing Agreement, the Accounting Standards (AS-21) on consolidated Financial Statements and the Accounting Standard (AS-23) on Accounting for Investment in Associates.

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:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Statement on Declaration given by independent directors

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Particulars of Contracts or Arrangements with related parties:

Company has transactions with related parties, which were continuing from previous financial years. However all those are entered under ordinary course of business and are at arm's length transactions. Therefore, consent of the shareholders under Section 188 does not require. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 is prepared in Form No. AOC-2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure - III to this Report.

Corporate Social Responsibility (CSR)

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

Risk Management Policy

The Company has policy for identifying risk and established controls to effectively manage the risk. Further the Company has laid down various steps to mitigate the identified risk.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Practicing Chartered Accountant confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Number of Meetings of the Board of Directors

The Board met nine times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors

The Board of the Company has an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2015, the Board consists of 6 members, two of whom are executive directors, one non-executive director and three are independent directors. The Board periodically evaluates the need for change in its composition and size.

As per the provisions of the Companies Act 2013, Mr. Atluri Venkata Ram retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year.

Mr. J. Prasanna Kumar, Director of the Company has resigned during the year and Dr. Venkata Ramani Vedula has appointed as Additional Director through circular resolution passed on 31st March, 2015.

During the year Mr. Vijay Kumar Ch., was resigned as Company Secretary of the Company. Mr. Malleswara Durga Prasad has been appointed as CFO and Company Secretary.

Committees of the Board

Currently, the Board has three Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Grievance Committee

A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.

Statutory Auditors

The Statutory Auditors of the Company, M/s. Pavuluri & Co., were appointed at the 26th Annual General Meeting till the conclusion of the 29th Annual General Meeting (AGM) of the Company. In terms of Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, M/s. Pavuluri & Co., Chartered Accountants, as the Auditors of the Company is placed for ratification by the shareholders. In this regard the Company has received a certificate from the auditors to the effect if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Replies to the observations made in Auditor's Report:

S. No. Qualified by the Auditor Explanation

Reference is invited to Note 3.05 of the financial Interest on term Loan from SBI Bank of Rs. 7.21 statements, The Company has not provided the Crores for the current quarter has not been pro- interest on working capital loan from SBI for Rs 7.21 vided since the account has been declared as NPA crores since the account has become NPA. by the Bank and the Management intends to settle 1. the matter with the Bank amicably. Under accounting principles generally accepted in India, the company should have made a provision for interest expense of Rs 7.21 crores. Had the company made a provision for the same the current year profit would have been lower by the said amount.

Reference is invited to Note 3.07 of the financial Since the management intends to negotiate with statements, The Company has not provided the the lenders of the Unsecured loans for settlement, interest on unsecured loans for Rs 4.23 crores and interest amount for the year amounting to Rs. interest on term loans for Rs 3.91 crores for the year 8.14 Crores was not provided. ended 31st March 2015, since the company is pursuing the matter for settlement. 2. Under accounting principles generally accepted in India, the company should have made a provision for interest expense of Rs 8.14 crores. Had the company made a provision for the same, the current year profit would have been lower by the said amount. Had the Company made a provision for the same, the profit for the period would have been lower by the said amount."

Reference is invited to Note 3.12 of the financial Company has given advances to various statements, the Company's Capital Advances to the suppliers for supply of capital goods for its LED extent of Rs 11.19 crores, "we are unable to ascer- Display Division's expansion projects. The tain whether such balances as at balance sheet date management is closely pursuing with such are fully recoverable. Accordingly, we are unable to suppliers for supply of such capital goods and 3. ascertain the impact, if any, that may arise in case insisting such suppliers to either supply the any of these advances are subsequently determined goods or refund the advance amount without to be doubtful of recovery. Had the Company made further delay. The management is confident of a provision for the same, the profit for the period adjustment of such capital advances and hence would have been lower by the said amount." no provision has been made.

Reference is invited to Note 3.15 of the financial Due to the prevailing recessionary trend in the statements, the Company's Trade Receivables to the industry in the last 3 to 4 years, significant portion extent of Rs 51.20 crores are more than three years of trade receivables remain uncollected. The old and "we are unable to ascertain whether such management is closely monitoring for collection balances as at balance sheet date are fully of such overdue receivables. The management is 4. recoverable. Accordingly, we are unable to ascertain confident of collecting such overdue trade the impact, if any, that may arise in case any of these receivables over a period of time and hence no receivables are subsequently determined to be provision has been made. doubtful of recovery. Had the Company provided provision for the same, the profit for the period would have been lower by the said amount."

Reference is invited to Note 3.17 of the financial The above advances include advances given to statements, the Company's Other Advances to the various suppliers for supply of materials / extent of Rs 5.50 crores, "we are unable to ascertain services in the ordinary course of business and whether such balances as at balance sheet date are other purposes. The management is closely fully recoverable. Accordingly, we are unable to pursuing with such suppliers for supply of 5. ascertain the impact, if any, that may arise in case materials / services. We are insisting such any of these advances are subsequently determined suppliers to either supply the materials / services to be doubtful of recovery. Had the Company or refund the advance amount without further provided provision for the same, the profit for the delay. The management is confident if adjustment period would have been lower by the said amount." of such advances and hence no provision has been made.

Reference is invited to Note 3.31 of the financial First Leasing Company of India Ltd transferred statements, the Company has not made a provision the lease rentals receivables from MIC Electronics for lease rentals for the financial year to the extent Ltd to Reliance Capital Ltd. As per the agreement, of Rs.4.72 crores.Under accounting principles lease rentals are payable in 59 monthly instalments 6. generally accepted in India, the company should to Reliance Capital Ltd and the last instalment is have made a provision for lease rentals. Had the due in Dec'14. MIC Electronics Ltd received a company made a provision for the same the current notice from Reliance Capital Ltd on 20.01.2012 year profit would have been lower by the said amount. about the loan agreement termination for delay in payment of lease rentals. Subsequently First Leasing Company stopped billing lease rentals w.e.f 01.04.2012. Hence MIC Electronics Ltd stopped recognizing lease rentals in the books from 01.04.2012. The unrecognized lease rentals from Apr'14 to Mar'15 amount to Rs 47,196,000/-

Secretarial Auditor

The Board has appointed Mr. D V M Gopal, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report.

Extract of the Annual Return

The Extracts of Annual Return is prepared in Form MGT-9 as per the provisions of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014 and the same is enclosed as Annexure V to this Report.

Material changes and commitments, if any, affecting the financial position of the company

There are no Material changes and commitments in the business operations of the Company from the Financial Year ended 31st March 2015 to the date of signing of the Director's Report.

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future

No Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - VI to this Report.

Particulars of loans, guarantees or investments under section 186

Loans, Guarantees, Investments given during the Financial Year ended on 31st March 2015, which attracts the provisions of Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014, form part of the notes to the financial statements provided in this Annual Report.

Declaration with the compliance with the code of conduct by Members of the board and Senior Management personnel

The Company has complied with the requirements about code of conduct for Board members and Senior Management Personnel. The said policy is available on the website of the Company.

Vigil Mechanism/Whistle Blower Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website.

Mechanism for Board Evaluation

Clause 49 of the Listing Agreement states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision and objective, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.

Disclosure pertaining to sexual harassment of women at workplace

During the Financial year ended 31st March, 2015 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.

Acknowledgements

The Directors would also like to place on record their appreciation for the support & services of various Government & quasi Government organizations like Department of Information technology & Communications, STPI, Department of Commercial Taxes, Customs & Central Excise, Income Tax, etc. The Directors also thank the officials of the Bankers.

The Directors would also like to thank the esteemed shareholders for their constant support, guidance & advice.

By the Order of the Board

For MIC Electronics Limited

Sd/-

(Dr. M V Ramana Rao)

Managing Director

Date : 05.09.2015

Place : Hyderabad

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Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 26th Annual Report on the business and operations of the Company along with the Audited Balance Sheet and Profit & Loss Account for the period ended 31st March 2014 (9 months).

FINANCIAL RESULTS

Financial Results of the Company for the period under review along with the figures for previous period are as follows.

(Rs. in crores)

Particulars 2013-14 2012-13 (9 Months) (9 Months)

Net Sales / Income from Operations 87.79 71.51

Other Income 1.75 5.08

Total income 89.54 76.59

Profit / Loss before interest, (4.09) 9.12 depreciation & tax

Less : Interest 8.64 12.12

Depreciation 4.44 4.48

Profit / (Loss) before Extra (62.88) (7.48) Ordinary items & Tax

Less: Extra Ordinary Items 0.00 0.00

Profit / (Loss) before Tax (62.88) (7.48)

Tax Expenses :

Current Tax 0.00 0.00

Taxes of earlier years written back 6.54 0.00

Deferred Tax Liability / (Asset) 11.86 7.39

Net Profit / (Loss) after Tax (44.47) (14.87)

Add : Balance Carried form 163.99 178.86 Profit & Loss A/c

Profit available for appropriation 119.51 163.99

Dividends 0.00 0.00

Transfer to General Reserve 0.00 0.00

Balance Carried to the Balance Sheet 119.51 163.99

EPS - Basic -4.34 (1.45)

Diluted -2.47 (1.45)

REVIEW OF OPERATIONS

During the 9 months period under review the turnover is increased to Rs. 87.79 Crores as compared to previous 9 months'' period turnover of Rs. 71.51 cores. During the period the company has incurred an operating loss of Rs. 62.88 Crores as against operating loss of Rs. 7.48 Crores in the previous period which includes bad debts of Rs. 22 crores were written off and also prior period expenses incurred Rs. 31.88 crores.

DIVIDEND

For the financial year 2013-14 Company didn''t declare any Dividend TRANSFER TO RESERVES

The Company has not transferred any amount to the general reserve since the Company has incurred loss during the period.

CONSOLIDATED FINANCIAL STATEMENTS

The audited stand alone and Consolidated Financial Statements of the company which form part of the annual report have been prepared in accordance with the provisions of the Companies Act, 2013, the Listing Agreement, the Accounting Standards (AS-21) on Consolidated Financial Standard and the Accounting Standard (AS-23) on Accounting for Investments in Associates.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 205C of the Companies Act, 2013, there is no due for remittance to the Investor Education and Protection Fund established by the Central Government.

MARKETING AND EXPORT

Export prospects of the Company are encouraging during the year in the light of increased focus in the area of LED lighting division since overseas market is diverting from conventional lighting to LED lighting. Your directors are positive towards the future.

SUBSIDIARIES

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company and its subsidiaries who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection by any investor at the Registered Office of the Company and that of the respective subsidiary companies. The Consolidated Financial Statements presented by the Company include financial results of its subsidiary companies.

The company has four subsidiaries

1. MIC Electronics Inc (USA)

2. Maave Electronics Private Limited (India)

3. MIC Green Energy Solutions Private Limited (India)

4. MIC Candilux Private Limited (India)

RIGHTS ISSUES

During the year under review, the Company didn''t make any Rights Issues.

HEALTH, SAFETY AND ENVIRONMENTAL PROTECTION

Your Company has complied with all the applicable environmental laws and labour laws. The Company continues to be certified under IS0-14001:2004 and ISO-9001:2008 for its environment management system. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

DETAILS ABOUT MIC ELECTRONICS LTD EMPLOYEES STOCK OPTIONS PLAN 2006 (MIC ESOP 2006)

The Company had established MIC Electronics Limited Employees Welfare Trust in 2005 to create Employee Stock Option Plan.

On 12th August 2006, the Shareholders approved that ESOP to issue 45,00,000 (Face Value Rs.2/-) stock options of the Company to its employees through the trust.

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee stock purchase Scheme), Guidelines, 1999, the details of stock options as on 30th November 2013 under the MIC Electronics Ltd Employees Stock Options Plan, 2006 are as under:

ESOP 2006 scheme was ended on 24-10-2009, however 7,49,100 shares were lying in the trust because of Nonexercise of the options due to heavy disproportion to price of the scrip and few options because of resignation of employees in general.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Shri L N Malleswara Rao (DIN 00010318), will retire by rotation at the forthcoming Annual General Meeting is eligible for re-appointment.

Shri N Srinivasa Rao (DIN No. 00014636) and Shri A V V S S C B Sekhar Babu (DIN No. 00692448) both are appointed as Independent Directors of the Company from 30th September 2014 up to 29th September 2019 according to the provisions of Section 149, 152, all other applicable provisions of the Companies Act, 2013, and the rules framed there under read with Schedule IV to the Companies Act, 2013, and Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Directors'' Responsibility Statement as required under the provisions of Section 217 (2AA) of the Companies Act, 1956, is given in the Annexure (I) attached hereto and forms part of this Report

Directors confirm to the best of their knowledge and belief that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures;

II. The accounting policies selected have been applied consistently, judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as at 31st March 2014 and of the profit/loss of the Company for the period ended 31st March 2014;

III. Proper and sufficient care is 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 have been prepared for the year ended 31st March 2014 on a ''going concern'' basis;

V Necessary steps have been taken to regularize the qualifications mentioned by the Auditor in his report.

AUDITOR''S AND THEIR REPORT

The Company proposes to Re-appoint M/s. Pavuluri & Co. as Statutory Auditor of the company from the conclusion of 26th Annual General Meeting till the conclusion of this Annual General Meeting until the conclusion of the 29th Annual General Meeting to be held in year 2017.

M/s Pavuluri & Co. Chartered Accountants have confirmed that their Re-appointment, if made, shall be in accordance with the provisions of Section 139 of the Companies Act, 2013.

INSURANCE

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss profits, etc. and other risks which considered necessary by the management.

DEPOSITS

There are no Fixed Deposits accepted by the Company in the financial year 2013-14.

CORPORATE GOVERNANCE

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 179 of the Companies Act, 2013, a report on Corporate Governance and Management Discussion and Analysis figures as a part of the Annual Report.

Your Company will continue to implement and adhere in letter and spirit to the policies of good Corporate Governance.

Your Company is committed to good Corporate Governance Practices and following the guidelines prescribed by the SEBI and Stock Exchanges from time to time. The Company has implemented all of its major stipulations as applicable to the Company. The Statutory Auditor''s Certificate dated 3rd September, 2014 in accordance with Clause 49 of the Listing Agreement and report on Corporate Governance is annexed to and forming part of the Directors'' Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under the Clause 49 of the Listing Agreement is annexed and forming part of the Directors'' Report.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217(1)(e) of the Companies Act, 2013, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is as given below and forms part of the Directors'' Report.

Conservation of energy:

The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required and air-conditioned areas have been treated with heat resistant material like sun control film to reduce heat absorption. We believe that energy saved is energy produced.

Research and Development and technology absorption

Your company is an intrinsically R&D driven organization, will continue to focus in its R&D activities in energy efficient true color LED Display and LED Lighting solutions.

LISTING AGREEMENT COMPLIANCE

The Company being listed on both NSE & BSE is complying with all the requirements of the Listing Agreement. The following are the compliance to the Stock Exchanges during the Financial Year.

Applications submitted to National Stock Exchange of India Limited and Bombay Stock Exchange Limited to obtain In-principal approval to issue preferential convertible share warrants to

1. 2,69,95,070 Warrants to Promoters.

2. 5,04,82,000 Warrants to Investors.

The same was pending with NSE & BSE as on 31st March 2014. We received approval from BSE on 21st August 2014 and NSE approval to be received.

The Company has paid Listing Fee for the Financial Year 2014-15 to each of the said stock exchanges and had currently complied with the conditions of the Listing Agreement.

ACKNOWLEDGMENT

The Directors take this opportunity to place on record their sincere thanks to analysts, Banks and Financial Institutions, Insurance Companies, Central and State Governments, Departments and the Shareholders for their support and cooperation extended to the company from time to time.

Directors are pleased to record their appreciation for the sincere and dedicated services of the employees and workmen at all levels, during the year under review and look forward to their continued support over the foreseeable future.

For and on behalf of the Board

Sd/- Sd/-

Dr. M V Ramana Rao Shri L N Malleswara Rao Chairman & Managing Director Executive Director

Place: Hyderabad

Date: 03/09/2014

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Jun 30, 2010

The Directors have pleasure in presenting the 22nd Annual Report with the audited statement of accounts of your Comapany for the year ended 30/06/10.

Financial Results

The financial highlights for the year in comparison with the previous year are as under:

(Rs.in Crore>

Particulars 2009-10 2008-09

Total income 233.94 242.57

Profit before interest, depreciation & tax 73.74 71.58

Interest 8.26 6.82

Depreciation 2.99 2.26

Provision for taxation 9.46 (1.91)

Profit after interest, depreciation & tax 53.03 64.41

Transferred to general reserve 5.00 5.00

Deferred tax asset adjustment for earlier years - 2.35

Balance brought forward 159.75 102.70

Balance carried forward to Balance Sheet 207.79 159.75

Results of operations

The financial year 2009-10 was significant for the Company in terms of growth in the LED display and lighting segment and its shifting focus from the InfoTech to the lighting and display segment.

The Compny developed the first 4mm LED Tv in India and host of LED based lighting products. The Company is taking steps to strengthen its position in the fields of media, information technology and communications.

Total income of the Company declined 3.56% Rs. 242.57 crore in 2008-09 to Rs. 233.94 crore in 2009-10, largely on account of drop in revenue from the InfoTech segment. Post tax profit of the Company declined 17.61% from Rs. 64.41 crore in 2008-09 to Rs. 53.03 crore in 2009-10.

Following are the results of operations for the financial year 2009-10.

Revenues: Rs. 231.64 crore Profits: Rs. 54 crore

Dividend

The Companys strategic blueprint encompasses capacity expansion. For the same reason, the Company plans to re-invest business surplus for funding such initiatives. This in turn will grow Shareholder wealth over the medium term. As a result, the Company does not propose to declare dividend for the current year.

Transfer to reserves

The Company proposes to transfer Rs. 5 crore to the general reserve out of the amount available for appropriations. After the appropriations, it is proposed to retain Rs. 48.03 crore from the current years profits.

Financials of subsidiary companies

The Ministry of Corporate Affairs, New Delhi vide its order No: 47/713/2010-CL-III dated 23/11/10 exempted your Company from the requirement of attaching the financial statements of its Subsidiaries in terms of Section 212(1) of the Companies Act, 1956. As per the orders, a gist of the financial statements of each of the subsidiary companies was prepared in terms of the section 212(8) of the Companies Act, 1956 and the same is appended hereto and forms part of the Annual Report.

Consolidated financial statements

The audited stand alone and consolidated financial statements of the Company which form part of the Annual Report were prepared in accordance with the provisions of the Companies Act, 1956, the Listing Agreement, the Accounting Standards (AS-21) on Consolidated Financial Statement and the Accounting Standard (AS-23) on Accounting for Investments in Associates in Consolidated Financial Statement.

Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a report on Corporate Governance and Management Discussion and Analysis figures as a part of the Annual Report.

Your Company will continue to implement and adhere in letter and spirit to the policies of good Corporate Governance.

Listing Agreement compliance

The Company being listed on both NSE & BSE is complying with all the requirements of the Listing Agreement. The Company has paid Listing Fee for the Financial Year 2010-11 to each of the said stock exchanges.

Public deposits

During the year under review, the Company neither invited nor accepted any fixed deposits from the public.

Directors

In accordance with the provisions of the Companies Act, 1956 read with the Articles of Association of the Company, Shri Somendra Khosla and Shri Nimmagadda Srinivasa Rao, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and are being eligible for offer for re-appointment.

It is proposed to re-appoint Shri L N Malleswara Rao as an Executive Director for a period of five years effective from 30/12/10.

Keeping in view the present employment market conditions it is proposed to increase the basic salary from Rs. 2 lac to Rs. 3 lacs per month keeping other remuneration terms and conditions of Dr. M V Raman Rao, Chairman & Managing Director unaltered.

Changes in Directorate

With effect from 15th and 26th October 2009 Shri Harsh Mariwala and Shri U. Ramakrishna, Directors respectively resigned due to their preoccupations.

Directors responsibility statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm to the best of their knowledge and belief that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures;

II. The accounting policies selected were applied consistently, judgments and estimates that were reasonable and prudent were made so as to give a true and fair view of the state of affairs of the Company as at 30/06/10 and of the profit of the Company for the period ended 30/06/10;

III. Proper and sufficient care was taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The annual accounts for the year ended 30/06/10 were prepared on a going concern basis;

Auditors

M/s. Pinnamaneni & Co., Chartered Accountants, (Registration No. 002661S) statutory auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and has expressed their willingness and eligibility to accept re-appointment

Information required Under Section 217(1) (e) of the Companies Act 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988.

Conservation of energy

The operations of the Company are not energy intensive. In view of the growing concern over environment management, the Company took adequate measures to conserve and reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioning equipment is used only when required and air-conditioned areas are treated with heat resistant material like sun control film to reduce heat absorption. We believe that energy saved is energy produced.

Research and Development and technology absorption

Your Company is an intrinsically R&D driven organisation, will continue to focus in its R & D activities in energy efficient true color LED Display and LED Lighting solutions.

A strong embedded technology base was created in the Company and several embedded products were developed, produced and delivered by the Company.

Foreign exchange earnings and outgo

Earnings: Rs. 19,544,040/- Outgo: Rs. 54,323,309/-

Personnel

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended forms a part of this report. However, in pursuance to Section 219(1) (b) (iv) of the Companies Act, 1956, this report is being sent to all the Company Shareholders, excluding the aforesaid information and the said particulars are made available at the Companys registered office. The members interested in obtaining information under Section 217(2A) may write to the Company Secretary at its registered office.

Details about MIC Electronics Ltd Employees Stock Options Plan 2006 (MIC ESOP 2006)

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee stock purchase Scheme), Guidelines, 1999 details are as under:

ESOP 2006 scheme was ended on 24/10/09; However 749,110 shares were lying in the trust because of non- exercise of the options due to heavy Fringe Benefit Tax disproportion to price of the scrip and few options because of resignation of employees from the Company.

Board is working on a suitable plan to compensate those employees who could not exercise their options due to disproportion of the price prevailing at the time of the exercise and also other employees in general.

Acknowledgment

The Directors take this opportunity to place on record their sincere thanks to analysts, banks and financial institutions, insurance companies, central and state government departments and the Shareholders for their support and co-operation extended to the Company from time to time.

Directors are pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels, during the year under review and look forward to their continued support over the foreseeable future.

For and on behalf of the Board

Sd/-

(Dr. M V Ramana Rao)

Chairman & Managing Director

Sd/- Place: Hyderabad (Shri L N Malleswara Rao)

Date: 30/11/10 Executive Director

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Jun 30, 2009

The Directors have pleasure in presenting the Companys twenty first annual report on its business and operations together with the audited statement of accounts for the year ended 30 June 2009.

Financial results

The financial results for the year ended 30th June 2008 are as under:

(Rs. in crores)

Particulars 2008-09 2007-08

Total income ( including other income) 242.57 314.01 Profit before interest, depreciation & tax 71.58 84.21 Interest 6.82 2.58 Depreciation 2.26 1.88 Provision for taxation (net of all referred taxes) (1.91) 13.93 Profit after interest, depreciation & tax 64.41 65.82 Dividend 4.03 4.03 Provision for dividend tax 0.68 0.68 Transferred to general reserve 5.00 5.00 Deferred tax asset adjustment for earlier years 2.35 - Balance brought forward 102.70 46.59 Balance carried forward to Balance Sheet 159.75 102.70

Dividend

Your Directors have recommended a dividend of Rs. 0.40 paise per share (20%) on par value of Rs. 2/- per equity share for your approval.

Transfer to Reserves

The company proposes to transfer Rs. 5.00 crores to the general reserve out of the amount available for appropriations. After the appropriations, it is proposed to retain Rs. 57.05 crores from the current year’s profits.

Review of operations

During the year 2008-09, your company achieved a turnover level (including other income) of Rs.242.57 crore as against Rs.314.01 crore in 2007-08. The company sold 6865 LED display modules and 7141 units of LED Lighting Products in 2008-09.The fall in turnover is due to conscious shift from communications segment to media segment for reasons of profitability. Despite this fall in overall turnover, the company earned a post tax profit of Rs.64.41 crore in 2008-09 as against Rs.65.82 crore in 2007-08. The Profit After Tax (PAT), expressed as a percentage of turnover, has significantly improved from 20.96% in 2007-08 to 26.55% in 2008-09.

Corporate Governance

The Company has been following the principles and practices of good Corporate Governance and has ensured due compliance of the requirements stipulated under Clause 49 of the Listing Agreement with the stock exchanges. A separate report on Management Discussion and Analysis, Auditors Certificate on Compliance Conditions on Corporate Governance are annexed to the annual report.

Listing Agreement Compliance

The Companys equity shares are listed on the Bombay Stock Exchange Limited, Phiroz Jeejeebhoy Towers, Dalai Street, Mumbai - 400 001 and the National Stock Exchange of India Limited, Exchange Plaza, Plot No. C/1, G Block, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

The Company has paid the listing fees for the Financial Year 2009-10 to each of the said stock exchanges and had currently complied with the conditions of the Listing Agreement.

Fixed Deposits

The Company has not accepted any deposits from the public or shareholder during the year.

Directors

Shri Vidyasagar Anisingaraju and Shri Anil Goyal, Directors, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Changes in Directorate after balance sheet date:

Shri Srikant P Joshi resigned as CEO of the company due to his preoccupations and he will continue to be on the board as Independent Director.

Shri Harsh Mariwala and Shri U Ramakrishna Directors resigned due to their preoccupations.

Your Directors place on record their sincere appreciation for the significant contribution made by the above directors during the tenure.

Directors Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, your Directors confirm to the best of their knowledge and belief that:

I. In the preparation of annual accounts, the applicable accounting standards have been followed and there were no material departures;

II. The accounting policies selected have been applied consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th June 2009 and of the profit of the Company for the period ended 30th June 2009;

III. Proper and sufficient care is taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts have been prepared for the year ended 30th June 2009 on a going concern basis;

Subsidiary Companies

We have four subsidiaries; Info STEP Inc, USA and MIC Technologies (Australia) Pty. Ltd. Australia, MIC Electronics Inc. USA, and Maave Electronics Pvt. Ltd. India, financial statements, directors and auditors report of these are enclosed as required under Section 212 of the Companies Act, 1956.

Consolidated Financial Statements

As prescribed by the Accounting Standards-21 issued by the Institute of Chartered Accountants of India, the audited consolidated financial statements are annexed.

Auditors

M/s. Pinnamaneni & Co., Chartered Accountants, statutory auditors of the Company retires at the conclusion of the ensuing Annual General Meeting, and has expressed their willingness and eligibility to accept re-appointment.

Conservation of energy:

The operations of the Company are not energy intensive. However, adequate measures have been taken to conserve and reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required and air-conditioned areas have been treated with heat resistant material like sun control film to reduce heat absorption. It is proposed to convert all the existing lights in the Kushaiguda and Cherlapally plants of MIC into LED lighting to maximize the benefits of energy savings through this technology. We believe that energy saved is energy produced

Research and Development and technology absorption

MIC proposes to retain and enhance its competitive advantages in the areas of LED Displays and LED Lighting through its ability to customize user oriented products, quality & reliability and customer attractive cost performance attributes. The comprehensive and competent development capabilities nurtured at MIC will enable the Company not only in realising these objectives but also in maximizing user relevant product ranges.

It will be the endeavor of MIC to enhance the overall value in the supply chain, through lateral and backward integration of products by injection of select technologies.

Foreign exchange earnings and outgo

Earnings: Rs. 139,375,712 Outgo: Rs. 293,042,231

Personnel

Particulars of employees as required under Section 217(2A) of the Companies Act, 1956, and the Companies (Particulars of Employees) Rules, 1975, as amended forms a part of this report. However, in pursuance to Section 219(1) (b) (iv) of the Companies Act, 1956, this report is being sent to all the Company shareholders, excluding the aforesaid information and the said particulars are made available at the Companys registered office. The members interested in obtaining information under Section 217(2A) may write to the Company Secretary at its registered office.

Details about MIC Electronics Ltd Employees Stock Options Plan, 2006 (MIC ESOP, 2006)

The Company had established MIC Electronics Ltd Employees Welfare Trust in 2005 to create Employee Stock Option Plan.

On 12th August 2006, the Shareholders approved that ESOP to issue 4500000 (Face Value Rs.2/-) stock options of the Company to its employees through the trust.

Pursuant to the provisions of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee stock purchase Scheme), Guidelines, 1999, the details of stock options as on 5th December 2009 under the MIC Electronics Ltd Employees Stock Options Plan, 2006 are as under:

Appreciation

Your Directors place on record their sincere appreciation for the significant contribution made by the employees through their dedication, hard work and commitment and the trust reposed on us by investors in general.

We also acknowledge the support and counsel extended to us by the analysts, bankers, government agencies, shareholders and investors at large during the year under review and look forward to their continued support over the foreseeable future.

For and on behalf of the Board

Sd/- Sd/- Place:Hyderabad Dr. M V Ramana Rao Shri L N Malleswara Rao Date:5th December 2009 Chairman & Managing Director Executive Director