Highness Microelectronics Ltd Auditor Reports

To The Members of

HIGHNESS MICROELECTRONICS LIMITED

Report on the Audit of the Standalone Financial Statements:

Opinion

1. We have audited the accompanying financial statements of Highness Microelectronics Limited (the Company"), which comprise the Balance Sheet as at 31 March 2025, 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 2025, 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 Auditors 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. We have determined the matters described below to be the key audit matters to be communicated in our report.

Information other than the Financial Statements and Auditors reports Thereon

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

Auditors 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 auditors 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:

• 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.

• 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.

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

• Conclude on the appropriateness of managements 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 auditors report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our based on the audit evidence obtained up to the date of our auditors report. However, future event may cause the Company to cease to continue as a going concern.

A 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 (Auditors 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.

e) On the basis of written representation received from the directors as on March 31, 2025 taken on record by the Board of directors, none of the directors is disqualified as on March 31, 2025 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 Auditors 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, 2025 as follows : -

Sr. No Entity and GSTIN	Name of Authority	Notice / Demand Order Id & Period	Notice / Order Description	Amount in Dispute (Rs.)	Current Status
1. Highness Microelectronics Ltd. GST no.27AABCH9142 EIZP	Office of the joint Commissioner of State Tax (Appeal 5.)	ZD270225130438H Period APR 2020 - MAR 2021	Order U/S 73	Tax - 14,75,718	In appeal Reference Number ZD2706250098 553 dated 22.05.2025
				Interest-12,83,875
				Penalty-1,63,297
				Total -29,22,890

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 beliefs no fund have been advanced or loaned or invested (either from borrowed funds or share premium or any other schemes or kind of A 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 entitles 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 entitles ("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 March 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, 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. 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.

Annexure - A to Independent Auditors Report

The ‘Annexure A referred to in Independent Auditors Report to (he Members of the Company on the Standalone Financial Statements for the year ended 31^st March 2025, we report that:

(i) (a) (A) According to the information and explanation given to us and based on the records produced before us. we are of the opinion that ihe Company is maintaining proper records showing full particulars including quantitative details and the situation of fixed assets.

(B) According to the information and explanation given to us and based upon the records produced before us, the company does not have any intangible assets so this clause is not applicable to the company.

(b) According to the information and explanation given to us, fixed assets are physically verified by the management according to a phased programme designed to cover all the locations which in our opinion, is reasonable having regard to the size of the company and the nature of its assets. Pursuant to the programme, the management during the year physically verified the fixed assets at certain locations and no material discrepancies were noticed on such verification.

(c) According to the information and explanation given to us and based on the records produced before us, there are no immovable properties in the name of the company and hence the clause is not applicable.

(d) According to the information and explanation given to us and based on the records produced before us, the company has not revalued its Property, Plant and Equipment during the year. Hence, the provisions of this sub-clause are not applicable to the company.

(e) According to the information and explanation given to us and based upon the records produced before us, no proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder. Hence, the provisions of this sub- clause are not applicable to the company.

(ii) (a) The inventories except for goods in transit were physically verified during the year by the Management at reasonable intervals. In our opinion and according to the information and explanations given to us, the coverage and the procedure of such verification by the Management is appropriate having regard to size of the Company and the nature of its operations. In respect of goods in transit, majority of the goods have been received subsequent to the year-end. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification when compared with books of account.

(b) According to the information and explanation given to us and based upon the records produced before us, the company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. Accordingly, the provisions of this sub-clause are not applicable to the company.

(iii) (a) According to the information and explanation given to us and based upon the records produced before us, the company has not granted loan to a company during the year, i. No such loans were granted to the subsidiaries, joint ventures and associates of the Company.

(b) According to the information and explanation given to us, and based upon the records produced before us we are of the opinion that the loans granted made are prejudicial to the companys interest;

(c) According to the information and explanation given to us, and based upon the records produced before us the schedule of repayment of principal and payment of interest has been / stipulated and the repayments or receipts are regular.

(d) According to the information and explanation given to us, and based upon the records produced before us no amount of principle or interest as stipulated is overdue for more than 90 days. Hence this clause is not applicable.

(e) According to the information and explanation given to us, and based upon the records produced before us the loans granted has not fallen due during the year and hence has not been extended or renewed, Hence this clause is not applicable.

(f) According to information and explanations given to us and based on the audit procedures performed, the Company has granted an advances in the nature of loan to its directors are as follows

Serial No. Name of Party to whom loan No. granted	Amount (In lakhs)	Percentage
1 Gaurav Kejriwal	34.52	100
2 Shruti Kejriwal	9.40	100

According to the information and explanation given to us, and based upon the records produced before us we are of the opinion that in respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(iv) According to the information and explanation given to us, and based upon the records produced before us we are of the opinion that in respect of loans, investments, guarantees, and security, provisions of section 185 and 186 of the Companies Act, 2013 have been complied with.

(v) According to the information and explanation given to us, the company has not accepted any deposits within the meaning of Section 73 to 76 of the Act and the rules framed there under. Hence, the provisions of this clause in not applicable to the Company.

(vi) The companys turnover of the immediately preceding financial year is well within the limits laid down in section 148 of the Companies Act, 2013 and hence, the maintenance of cost records is not applicable to the company.

(vii) (a) According to the information and explanations given to us and records examined, the company has generally been regular in depositing undisputed statutory dues with the appropriate authorities except for

1) Delays in respect of provident fund and employees state insurance. The company was liable to register under the said statutes in earlier years but obtained registration only in October 2025, and consequently, contributions relating to the prior period remain unpaid as at March 31,2025. Such dues have been outstanding for a period of more than six months from the date they became payable.

2) Other undisputed statutory dues related to TDS are as follows year wise :

Financial Year	Short Payment	Short Deduction	Interest on Payments default u/s 201	Interest on Deduction Default u/s 201	Late Filing fee u/s 234E	Interest u/s 220(2)	Total Default
2024-25	0	213,937/-	1846/-	4,285/-	3,000/-	115/-	223,068/-
2022-23	0	0	3,155/-	0	0	144/-	3,299/-
2021-22	35,524/-	90,509/-	5,922/-	6,328/-	383,930/-	420/-	522,633/-
Prior Years	0	76,190	27,900/-	3805/-	385,830/-	181/-	493,906/-
Total	35,524/-	380,636/-	38,822/-	14,418/-	772,760/-	745/-	12,42,906/-

?The company is in process to file revised returns in respect to short deduction reflected at TDS portal.

(b) According to the information and explanation given to us and the record produced before us, disputed amounts in respect to statutory dues related to Goods and Services tax are as follows

The Company has pending litigation as at March 31, 2025 as follows :

Sr. No Entity and GSTIN	Name of Authority	Notice / Demand Order Id & Period	Notice / Order Description	Amount in Dispute (Rs.)	Current Status
1. Highness Microelectronic s Ltd. GST no.27AABCH91 42E1ZP	Office of the Joint Commissioner of State Tax (Appeal 5.)	ZD270225130438 H Period APR 2020 -MAR 2021	Order U/S 73	Tax - 14,75,718	In appeal Reference Number ZD2706250098553 dated 22.05.2025
				Interest-12,83,875
				Penalty-1,63,297
				Total -29,22,890

(viii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year. Accordingly, the requirement to report on clause 3(viii) of the Order is not applicable to the Company.

(ix) (a) According to the information and explanation given to us and based on the records provided to us, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender during the year..

(b) According to the information and explanation given to us and based on the records produced before us, the company has not been declared a wilful defaulter by any bank or financial institution or other lender.

(c) According to the information and explanation given to us and based on the records produced before us, we are of the opinion that term loans taken by the company have been applied for the purpose for which loans have been obtained.

(d) According to the information and explanation given to us and based on the records produced before us, the company has not raised any short-term loans during the year. Hence the provision of this sub-clause is not applicable to the company.

(e) According to the information and explanation given to us and based on the records produced before us, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.

(f) According to the information and explanation given to us and based on the records produced before us, the company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.

(a) According to the information and explanation given to us and the record produced before us, the company has not raised any money by way of initial public offer or further public offer. Hence, the provisions of this clause are not applicable to the company.

(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and lienee reporting under clause 3(x) (b) of the Order is not applicable.

(xi) (a) During the course of our examination of the books of account carried in accordance with the generally accepted auditing standards in India, we have neither come across any instance of fraud on or by the Company, either noticed or reported during the year, nor have we been informed of such case by the Management.

(b) No report has been filed under sub-section (12) of section 143 of the Companies Act has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanation given to us and based on the records produced before us, no complaints of the whistle-blower have been received by the company during the year.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company as prescribed under section 406 of the Companies Act, 2013. Hence the provision of this clause is not applicable to the company.

(xiii) According to the information and explanation given to us and the record produced before us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013, where applicable and the details have been disclosed in the Financial Statements.

(xiv) (a) In our opinion and based on our examination, the company has an internal audit system commensurate with the size and nature of its business.

(b) The company is not required to appoint an internal auditor. Hence the clause is not applicable.

(xv) The Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence requirement to report on clause 3(xv) of the Order is not applicable to the Company.

(xvi) (a) The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) are not applicable to the Company. Accordingly, the requirement to report on clause 3(xvi)(a) of the Order is not applicable to the Company

(b) The Company has not conducted any Non-Banking Financial or Housing Finance activities and is not required to obtain Certificate of Registration (CoR) for such activities from the Reserve Bank of India as per the Reserve Bank of lndia Act, 1934.;

(c) According to the information and explanations given to us, and based on the records produced before us, the company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of lndia,

(d) There is no group company /Core Investment Company. Accordingly, the requirement to report on clause 3(xvi) of the Order is not applicable to the Company.

(xvii) According to the information and explanation given to us and the record produced before us the company has not incurred cash losses for F.Y. 2024-2025.

(xviii) According to the information and explanations given to us, the auditors of the Company resigned during the year. We have considered the issued objections and concerns raised by the outgoing auditors, if any, in conducting our audit.

xix) On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, the auditors knowledge of the Board of Directors and management plans, we arc of the opinion that no material uncertainty exists regarding companys capability of meeting its liabilities payable within a period of one year from the balance sheet date, as and when they fall due.

(xx) (a) According to the information and explanation given to us and the record produced before us, the Company does not have any unspent amount in relation to other than ongoing projects. Hence the provisions of this sub-clause is not applicable to the Company.

(b) According to the information and explanation given to us and the record produced before us, the Company does not have any unspent amount in relation to ongoing projects. Hence the provisions of this sub-clause is not applicable to the Company.

According to the information and explanation given to us and based on the records produced before us, there have been no qualifications or adverse remarks by the respective auditors in the Companies (Auditors Report) Order (CARO) reports of the companies included in the consolidated financial statements.

For Jain Vinay & Associates Firm Regn No 006649W

Vishnu Sodhani

M. no: 403919

UDIN:-25403919BMMNTQ4344

Date: 09^th September,2025

Place: Mumbai