ಅಡಿಟರ್ಸ್ ರಿಪೋರ್ಟ್Highness Microelectronics Ltd.

1. We have audited the accompanying financial
statements of Highness Microelectronics Limited (''the
Company''), which comprise the Balance Sheet as at 31
March 2026, the Statement of Profit and Loss, the
Statement of Changes in Equity for the year then ended,
and notes to the financial statements, including a
summary of significant accounting policies and other
explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by the
Companies Act, 2013 (''the Act'') in the manner so required
and give a true and fair view in conformity with the
Accounting Standards (''AS'') specified under section 133 of
the Act read with the Companies (Accounting Standards)
Rules and other accounting principles generally
accepted in India, of the state of affairs of the Company as
at 31 March 2026, and its profit and the changes in equity
for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10) of
the Act. Our responsibilities under those standards are
further described in the Auditor''s Responsibilities for the
Audit of the Financial Statements section of our report.
We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered
Accountants of India (''ICAI'') together with the ethical
requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the rules
thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements
and the Code of Ethics. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide
a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the Standalone Financial Statements of the
current period. These matters were addressed in the
context of our audit of the Standalone Financial

Statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

Information other than the Financial Statements and
Auditors reports Thereon

5. The Company''s Board of Directors are responsible for
the preparation of the other information. The other
information comprises the information contained in the
Director''s Report, but does not include the financial
statements and our auditor''s report thereon. The
Director''s report is expected to be made available to us
after the date of this auditor''s report.

Our opinion on the financial statements does not cover
the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to
be materially misstated.

If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information; we are required to report that fact. We have
nothing to report in this regard.

Management Responsibilities for the Standalone
Financial Statements

6. The Company''s Board of Directors are responsible for
the matters stated in section 134(5) of the Companies Act
2013, with respect to the preparation of these financial
statements that give a true and fair view of the financial
position and financial performance, changes in equity
and the cash flow of the Company in accordance with the
Accounting Principles generally accepted in India,
including the Indian accounting standards specified
under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation

and maintenance of adequate internal financial
controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of
the financial statements that give a true and fair view
and are free from material misstatement, whether due
to fraud or error.

7. In preparing the financial statements, management
is responsible for assessing the Company ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless management
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

8. That Board of Directors are responsible for
overseeing the company financial reporting process.

Auditor''s Responsibilities for the Audit of the Financial
Statements

9. Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole are
free from material misstatement, whether due to fraud
or error, and to issue an auditor''s report that includes
our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit
conducted in accordance with SAs will always detect a
material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they could
reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.

10. As part of an audit in accordance with SAs, we
exercise professional judgement and maintain
professional scepticism throughout the audit. We also :

a) Identify and assess the risks of material
misstatement of the financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or
the override of internal control.

b) Obtain an understanding of internal controls
relevant to the audit in order to design audit

procedures that are appropriate in the circumstances.
Under section 143(3)(I) of the Act, we are also
responsible for expressing our opinion on whether the
Company has adequate internal financial controls
system in place and the operating effectiveness of such
controls.

c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

d) Conclude on the appropriateness of management''s
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
material uncertainty exists related to events or
conditions that may cast significant doubt on the
Company ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor''s report to the
related disclosures in the financial statements or, if
such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor''s report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.

e) Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in a
manner that achieves fair presentation.

11. Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a
reasonably knowledgeable user of the financial
statements may be influenced. We consider
quantitative materiality and qualitative factors in (i)
planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of
any identified misstatements in the financial
statements.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings that we identify during our audit.

13. We also provide those charged with governance
with a statement that we have complied with relevant
ethical requirements regarding independence, and to

communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related
safeguards.

Report on Other Legal and Regulatory Requirements

14. As required by the Companies (Auditor''s Report)
Order, 2020 ("the Order”) issued by the Central
government in terms of Section 143(11) of the Act is
mentioned in "Annexure A” of the Act.

15. As required by Section 143 (3) of the Act, we report
that :

a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

b) On the basis of our opinion, proper books of account
as required by law have been kept by the Company so
far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement
of Changes in Equity dealt with by this Report are in
agreement with the relevant books of accounts.

d) In our opinion, the aforesaid financial statements
comply with AS specified under section 133 of the Act.

ii. The Company did not have any long-term
contracts, including derivative contracts; and

iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.

iv. (i) The management has represented that, to the
best of its knowledge and belief, no funds have been
advanced or loaned or invested (either from

e) On the basis of written representation received from
the directors as on March 31, 2026 taken on record by
the Board of directors, none of the directors is
disqualified as on March 31, 2026 from being appointed
as a director in terms of section 164(2) of the Act.

f) The modifications relating to the maintenance of
accounts and other matters connected therewith are
as stated in the paragraph 14(b) above on reporting
under section 143(3)(b) of the Act and reporting
paragraph 15(v) below on reporting under rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014.

16. With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, in our opinion
the same is not applicable to the company for the year
under review.

17. With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as
amended in our opinion and to the best of our
information and according to the explanations given to
us :

i. The Company has pending litigation as at March 31,
2026 as follows : -
borrowed funds or share premium or any other
sources or kind of funds) by the Company to or in any
other persons or entities, including foreign entities
("Intermediaries”), with the understanding, whether
recorded in writing or otherwise, that the
Intermediary shall :

• directly or indirectly lend or invest in other persons
or entities identified in any manner whatsoever
("Ultimate Beneficiaries”) by or on behalf of the
Company or

• provide any guarantee, security or the like to or on behalf of the
Ultimate Beneficiaries.

(ii) The management has represented, that, to the best of its
knowledge and belief, no funds have been received by the Company
from any persons or entities, including foreign entities ("Funding
Parties"), with the understanding, whether recorded in writing or
otherwise, that the Company shall :

• directly or indirectly, lend or invest in other persons or entities
identified in any manner whatsoever ("Ultimate Beneficiaries") by or
on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the
Ultimate Beneficiaries; and

(iii) Based on such audit procedures as considered reasonable and
appropriate in the circumstances, nothing has come to our notice
that has caused us to believe that the representations under sub
clause (iv)(I) and (iv)(ii) contain any material mis-statement.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is
applicable from April 1, 2023, reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 on preservation of
audit trail as per the statutory requirements for record retention is
not applicable for the financial year ended December 31, 2025.

v. In our opinion and according to the information and explanations
given to us, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of Section 197 of
the Companies Act, 2013. The remuneration paid is in excess of the
limits laid down under Section 197 read with Schedule V of the Act;
however, the same has been approved by the members of the

Company by way of special resolution passed in the general
meeting. Accordingly, the remuneration is in compliance with the
provisions of Section 197.

vi. The company has neither declared nor paid any dividend during
the year, hence reporting in respect of compliance under section
123 of the Act is not applicable.

vii. Based on our audit procedures, the Company has used
accounting software for maintaining its books of accounts for the
financial year ended 31st March, 2026, 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. Further, during the course of our audit, we did not come
across any instance of audit trail feature being tampered with and
the audit trail has been preserved by the company for record
retention.

For Jain Vinay & Associates
Firm Regn No 006649W

Mr. Vishnu Sodhani
M. no: 403919

UDIN : 26403919YABIWM5964
Date : 26/05/2026
Place : Mumbai