MIC Electronics Ltd

Acquirer and target

• Target: MIC Electronics Limited; Acquirer: Unico Global Opportunities Fund Limited; no PACs listed.

Promoter status and PACs

• Acquirer is not part of promoter/promoter group.

Markets/listing

• MIC Electronics is listed on BSE and NSE.

Pre-acquisition holdings

• Pre-acquisition holding: 500000 shares (0.21%).

Acquisition details

• Acquired 24116929 shares, 8.10% of diluted voting capital.

Post-acquisition holding

• Post-acquisition holding: 24116929 shares, 8.10% of voting capital.

Mode of acquisition

• Mode of acquisition: Open market.

MIC Electronics Ltd: Trading window closed from Oct 1, 2026 until 48 hours after the declaration of Un-Audited (Standalone & Consolidated) results for the quarter ended Sept 30, 2026

AGM details

• AGM held Sep 16, 2026, 11:00–12:30, at registered office; physical meeting with e-voting.

Resolutions and outcomes

• Ordinary: adoption of standalone and consolidated financial statements for FY 2025-26; approved.
• Ordinary: re-appointment of director by rotation; approved.
• Ordinary: re-appoint Bhavani & Co. as statutory auditors for five years; approved.
• Ordinary: approve RPT with RRK Enterprise Private Limited; approved.
• Ordinary: approve RPT with MICK Digital India Limited; approved.
• Ordinary: approve RPT with SOA Electronics Trading LLC, Dubai; approved.
• Ordinary: approve RPT with Cellular Galaxy Electronics LLC; approved.

Related party transactions

• RRK Enterprise Private Limited; related party transaction approved.
• MICK Digital India Limited; related party transaction approved.
• SOA Electronics Trading LLC, Dubai; related party transaction approved.
• Cellular Galaxy Electronics LLC; related party transaction approved.

Director and auditor changes

• Director: Sivanand Swamy Mitikiri re-appointed.
• Auditor: Bhavani & Co. re-appointed as statutory auditors for five years.

AGM details

• Date: 16 Sep 2026; Time: 11:00 to 12:30.
• Mode: Physical AGM at registered office, with remote e-voting.
• Cut-off date for voting eligibility: 10 Sep 2026.
• Remote e-voting window: 13–15 Sep 2026.
• Quorum: 80 shareholders present at AGM.

Resolutions proposed

• Ordinary: Adoption of standalone and consolidated financial statements; outcome: to be announced.
• Ordinary: Re-appointment of Sivanand Swamy Mitikiri by rotation; outcome: to be announced.
• Ordinary: Re-appoint Bhavani & Co. as Statutory Auditors for five years; outcome: to be announced.
• Special: Approve Related Party Transaction with RRK Enterprise Private Limited; outcome: to be announced.
• Special: Approve Related Party Transaction with MICK Digital India Limited; outcome: to be announced.
• Special: Approve Related Party Transaction with SOA Electronics Trading LLC, Dubai; outcome: to be announced.
• Special: Approve Related Party Transaction with Cellular Galaxy Electronics LLC; outcome: to be announced.

Director changes

• Resigned: Ravinder Reddy Surakanti as Director with effect 31 July 2026.
• Retiring by rotation: Sivanand Swamy Mitikiri; eligible for re-appointment.

Auditor appointment

• Re-appoint Bhavani & Co. as Statutory Auditors for second five-year term.

Related party transactions

• RRK Enterprise Private Limited — Related Party Transaction approval.
• MICK Digital India Limited — Related Party Transaction approval.
• SOA Electronics Trading LLC, Dubai — Related Party Transaction approval.
• Cellular Galaxy Electronics LLC — Related Party Transaction approval.

Subsidiary incorporation details

• MIC Defence Systems Private Limited is a wholly-owned subsidiary with 100% MIC Electronics ownership.
• Incorporated on August 31, 2026, as per ROC certificate.
• CIN: U25200TS2026PTC221997.
• Registered office: Plot No. 192/B, Phase-II, IDA Cherlapally, Hyderabad, Telangana.
• Authorized share capital: ₹10,00,000; subscribed and paid-up capital: ₹1,00,000.
• Subscribed & paid-up capital comprises 10,000 equity shares of ₹10 each.
• Wholly-owned subsidiary is a related party of MIC Electronics under Companies Act 2013 and Listing Regulations.
• Initial investment approval was up to ₹10 lakh; current paid-up capital is ₹1 lakh.

Proposed preferential issue

• In-principle approvals granted by BSE and NSE for preferential issue.
• Issue size: 56,873,418 equity shares of Rs 2 face value.
• Minimum offer price: Rs 41.38 per share.
• Purpose: acquisition of M/S Neo Semi Sg PTE Ltd, Singapore.
• Allotment to non-promoters via share swap; completion within 15 days.
• Approvals dated 25 August 2026.

Financial performance

• Standalone total income: 8844.02 Lakhs in FY2025-26, up from 6294.68.
• Standalone PAT: -1310.65 Lakhs due to non-cash tax reversal.
• Consolidated total income: 19168.53 Lakhs; Consolidated PAT: -1263.36.
• Standalone EPS: -0.55; Consolidated EPS: -0.53.
• Net cash from operating activities: 382.13 Lakhs; year-end cash: 6.90 Lakhs.
• Total borrowings: 3487.25 Lakhs.

Capital structure & capital actions

• Authorised capital fixed at 90 Crores; paid-up capital 48.20 Crores.
• Neo Semi acquisition: 89.65% stake; preferential issue up to 5,68,73,418 shares.
• Post-issue equity: 29,78,84,978 shares; promoter stake 41.83%.
• Dividend: No dividend declared during FY2025-26.
• Net cash flow from financing activities: -718.25 Lakhs; net cash decrease: -643.16 Lakhs.

Strategic developments and outlook

• IPIS V2.0 development progressed; ELU and PAPIS validations achieved.
• Neo Semi acquisition advances; platform across India, Singapore, UAE.
• Diversification into laboratory infrastructure; Nava Raipur order.
• Railways digitization and smart-grid initiatives underpin growth.

Governance and risk management

• Board changes: Ravinder Surakanti appointed Independent; Deepayan Mohanty moved to Non-Independent; Sabitha Ghanta resigned.
• Statutory auditors Bhavani & Co. reappointed for five years, subject to approvals.
• Secretarial audit: no qualifications; SEBI LODR compliance confirmed.
• RPT governance: omnibus approvals; material RPT threshold at 10% of turnover.

CSR and ESG

• CSR spend Rs 20.65 Lakhs; average net profit for CSR Rs 1030.18 Lakhs.
• CSR project: Promoting Children's Education in Telangana via Sujana Charitable Trust.
• CSR policy disclosed on MIC website.

Outlook and risk factors

• Outlook: pursue Railway PIS, LED displays, EV charging; Neo Semi integration.
• Risks include pricing pressure, project delays, and working capital cycles.
• Policy tailwinds from Make in India and semiconductor initiatives.

Subsidiaries and group structure

• Subsidiaries: SOA Electronics Trading LLC (Dubai) 100%; MICK Digital India Limited (India) 100%; Cellular Galaxy Electronics LLC (Dubai) 99%.

Rating Action & Outlook

• Agency: Brickwork Ratings.
• Fund-based facilities upgraded to BBB- / Stable.
• Non-fund-based facilities upgraded to A3.
• Total rated facilities: Rs 110.82 crore.
• Outlook: Stable for fund-based; overall upgrade reflected.
• Validity: 12 months with surveillance and NDS submission.
• Material changes since last rating: upgrades across fund-based and non-fund-based facilities.

Instruments & Ratings

• Fund-based facilities (Cash Credit, Term Loan, WCTL) rated BBB- / Stable.
• Non-fund-based facilities (Bank Guarantee) rated A3 Upgrade.

Book closure and AGM details

• Book closure from 11 Sep 2026 to 16 Sep 2026 (inclusive) for AGM.
• Purpose: 38th AGM of MIC Electronics.
• Record date fixed as 10 Sep 2026 to determine attendance and voting eligibility.
• AGM date scheduled for 16 Sep 2026 at 11:00 IST.
• Security: Equity shares of the company.
• Remote e-voting period from 13 Sep 2026, 9:00 IST to 15 Sep 2026, 17:00 IST.