Your Directors have pleasure in presenting the 19th Annual Report of your Company along with the Audited Financial
Statement for the year ended March 31,2026.

FINANCIAL PERFORMANCE

In terms of the provisions of the Companies Act, 2013 ("Act”), and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations”), the Company has prepared its Standalone Financial Statements
for the FY 2025-26. The financial highlights of the Company for FY 2025-26, are as follows :

BRIEF DESCRIPTION OF COMPANY

The Company operates through two principal business
segments — "Off-the-Shelf Products" and "Market-
Specific Solutions/Projects" — offering a diversified
portfolio comprising flat panel displays (TFT and LCD
modules), display controllers, touch screens,
electroluminescent and vacuum fluorescent displays,
cable assemblies, and display enhancement solutions.

The Company's customised display systems, including
open-frame, panel-mount, industrial-grade, and
medical-grade monitors, cater to mission-critical
applications across diverse end-user industries such as
industrial automation, healthcare, railways, automobile,
and defence and aerospace. The Company has built a
specialised niche in mobility and transportation displays
for the railway sector and medical-grade surgical
monitors for healthcare applications, supported by
indigenous design and manufacturing capabilities
aligned with the "Make in India" initiative.

As a vertically integrated player in the digital imaging
space, the Company focuses on customised,

ruggedised, and certified display solutions, enabling it to
serve both standard product requirements and
complex, project-specific specifications of its customers.

REVIEW OF BUSINESS OPERATIONS

During the financial year 2025-2026, your Company
earned a total income of Rs. 16,91,38,103.81, compared to
^ Rs. 16,91,38,103.81 in the corresponding previous year.
The Company reported a net profit of Rs. 4,10,39,191.48
showing a significant increase from the net profit of Rs.
2,45,82,080.80 earned in the previous year.

These figures reflect the Company’s continued efforts to
strengthen its market position, improve operational
efficiency, and deliver value to its stakeholders.

DIVIDEND

In order to conserve the Company’s reserves and
maintain financial flexibility to support ongoing and
future business operations, the Board of Directors has
decided not to recommend any dividend for the financial
year 2025-2026. This decision has been taken in the long¬
term interest of the Company, with a focus on

strengthening the financial position, supporting growth
initiatives, and ensuring adequate liquidity to meet
operational and strategic requirements.

TRANSFER TO RESERVE

The Company has not transferred any amount to its
reserves for the Financial Year under review and the
entire amount of profit/loss is maintained in the profit
and loss of the Company.

CHANGE IN BUSINESS

There is no change in the nature of business of your
Company during the Financial Year 2025-26.

MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT

There have been no material changes and
commitments affecting the financial position of the
Company which have occurred between the end of the
Financial Year of the Company to which the financial
statements relate and the date of this Report.

EVENT SUBSEQUENT TO THE DATE OF FINANCIAL
STATEMENTS :INITIAL PUBLIC OFFERING AND LISTING

The shares of the Company were listed on the Small and
Medium Enterprises (SME) Platform of the Bombay Stock
Exchange of India Limited w.e.f. April 02, 2026.

SHARE CAPITAL

A. Authorized Share Capital :

During the Financial Year under review, the Authorized
Share Capital of the Company is Rs. 7,00,00,000/-
(Seven Crores) divided into 70,00,000 Equity Shares of
Rs. 10/- each.

B. Issued, Subscribed and Paid-Up Share Capital :

During the Financial Year under review, the Issued,
Subscribed and Paid-up Share Capital of the Company
is Rs. 3,51,00,000/- (Three Crore Fifty-One Lakh only)
divided into 35,10,000 Equity Shares of Rs. 10/-.

EVENT SUBSEQUENT TO THE DATE OF FINANCIAL

Your Company completed its IPO successfully. The Offer
was su bscri bed 193.9 times.

The Board is gratified and humbled by the faith shown in
the Company by its members. The Board also places on
record its appreciation for the support provided by
various Authorities, Book Running Lead Managers, Stock
Exchanges, Depositories, Counsels, Consultants,
Auditors, other intermediaries and employees of the
Company for making the IPO of the Company a grand
success.

SUBSIDIARY COMPANY, JOINT VENTURES AND
ASSOCIATE COMPANY

As of 31st March, 2026 the Company does not have any
Subsidiary Company, Joint Venture or Associate
Company.

DEPOSITS

Your Company has not accepted any fixed deposits from
the public under Chapter V (Acceptance of Deposits by
Companies) of the Companies Act, 2013 and is therefore
not required to furnish information in respect of
outstanding deposits under Companies (Acceptance of
Deposits) Rules, 2014.

However, the company has accepted loans from
directors/relatives of directors during the financial year,
as mentioned below :

STATEMENTS :

The Issued, Subscribed and Paid-up Share Capital of the
Company increased from Rs. 3,51,00,000/- (Three Crore
Fifty-One Lakh only) divided into 35,10,000 Equity Shares
of Rs. 10/- to Rs. 5,16,36,000/- (Five Crore Sixteen Lakh
Thirty-six thousand only) divided into 51,63,600 Equity
Shares of Rs. 10/ w.e.f. 01.04.2026

C. Issue of Equity Shares with Differential Rights :

The Company does not have Equity Shares with
differential rights and has not issued any shares with
differential rights during the Financial Year 2025-26.

D. Issue of Sweat Equity Shares and Employee Stock
Options :

During the Financial Year under review, the Company
has not issued sweat equity shares/ Employee Stock
Option to its directors’ and its permanent employees.

E. Provision of Money by Company for Purchase of its
Own Shares by Employees or by Trustees for the
Benefit of Employees :

During the Financial year under review, no such

CHANGES IN DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mrs. Shruti
Gaurav Kejriwal, Whole-time Director of the Company
(DIN:10593550) is liable to retire by rotation at the
ensuing 19th Annual General Meeting of the Company
and being eligible, has offered herself for re¬
appointment. The said re-appointment is subject to the
approval of members at the ensuing AGM.

Further details including date of appointment/
retirement/resignation, directorship/ committee
membership etc. can be found in the Explanatory
Statement forming a part of the Notice of the ensuing
Annual General Meeting. In the opinion of the Board, all
directors including the directors appointed/re-
appointed during the year possess requisite
qualifications, experience and expertise and hold high
standards of integrity.

During the year, the following changes were made in
the Board of Directors and Key Managerial Personnel of
the Company :
provision was made by the Company.

F. Transfer / Transmission Of Shares :

During the Financial Year under review, there is no
transfer / transmission of shares/securities as per the
provisions of the Act and rules made thereof as
amended time to time.

a. Mr. Mopuri Krishniah Sateesh (DIN: 10098764) was
remove from the position of Independent Director of
the Company w.e.f. August 07, 2025.

b. Mr. Anil Kumar Venkata Gopala Santosh Mallavarapu
resigned from the position of Chief Financial Officer of
the Company w.e.f. August 06, 2025.

c. Mr. Mayurkumar Gori was appointed as the Chief
Financial Officer of the Company w.e.f. August 11, 2025.

STATEMENT OF DECLARATION BY INDEPENDENT
DIRECTOR

The Company has received declarations from all the
Independent Directors under Section 149(7) of the
Companies Act, 2013, confirming that they meet the
criteria of independence as prescribed thereunder. The
Independent Directors have complied with the Code
for Independent Directors prescribed under Schedule
IV to the Companies Act, 2013.

PERFORMANCE EVALUATION OF BOARD

The annual evaluation of the performance of the Board,
its committees and of individual directors is conducted

on the basis of the input received from all the Directors
of the Company with respect to the effectiveness of
Board processes, information flow, frequency of
meetings and functioning etc. Further, a meeting of
the Independent Directors was conducted to review
the performance of the Board as a whole and that of
Non-Independent Directors.

The Board also noted that the terms of reference and
composition of the Committees were clearly defined.
The Committee performed their duties diligently and
contributed effectively to the decisions of the Board.

The evaluation results were discussed at the meeting of
Board of Directors. The Directors were satisfied with the
overall Board performance and effectiveness.

DETAILS OF THE COMMITTEES AND THEIR MEETINGS

AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013.
The composition of the Audit Committee is in conformity with the provisions of the said section and Regulation 18 of the
Listing Regulations. The following Directors are members of the Audit Committee.

Note

Mr. M. K. Sateesh was removed from the Board of the Company w.e.f. August 07, 2025

All the members of the Audit Committee are financially literate. During the year under review, all the recommendations
made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the
provisions of the Companies Act, 2013 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014.

Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit
Committee. The whistle blower policy can be accessed at https://highnessmicro.com/.

NOMINATION AND REMUNERATION COMMITTEE :

The Nomination and Remuneration Committee (NRC) of Directors was constituted by the Board of the Company in
accordance with the requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing
Regulations..

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and
appointment of Board Members. The Nomination and Remuneration Policy of the Company is available on the website
of the Company https://highnessmicro.com/.

The following Directors are members of the Nomination and remuneration Committee :

Note

Mr. M. K. Sateesh was removed from the Board of the Company w.e.f. August 07, 2025

The following Meetings of the Nomination and Remuneration Committee were held during the Financial Year 2025-26 :

STAKEHOLDER RELATIONSHIP COMMITTEE

Pursuant to Section 178 of the Companies Act, 2013 and the Regulation 20 of the Listing Regulations. the Board of
Directors of the Company has re-constituted the Stakeholders Relationship Committee.

The following Directors are members of the Stakeholder Relationship Committee :

IPO COMMITTEE

The Company had constituted an IPO Committee to undertake and oversee various activities relating to the Initial Public
Offer of the Company. The Committee carried out its duties in accordance with the powers delegated by the Board of
Directors and necessary approvals/actions in relation to the IPO were taken by the Committee from time to time.

The following Directors are members of the IPO Committee :

GENERAL MEETINGS

The Annual General Meeting of the Company for adopting the Financial Statements for the period ended March 31,
2025, was held on September 09, 2025. Proper Notice was given, and the proceedings were duly recorded in the form of
minutes. The minutes have been signed and maintained accordingly in compliances with the provisions of the Act 2013
and rules made thereof as amended time to time.

During the Financial Year under review, there were 02 (Two) Extra-Ordinary General Meeting (EOGM) of the Company
viz, 07.08.2025 and 23.03.2026. Proper notice was given, and the proceedings were duly recorded in the form of
minutes. The minutes have been signed and maintained accordingly in compliance with the provisions of the
Companies Act, 2013 and rules made thereof as amended from time to time

CORPORATE SOCIAL RESPONSIBILITY

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 Act and hence it is not required to formulate policy on corporate social responsibility.

RISK MANAGEMENT

The Board of Directors is overall responsible for identifying, evaluating, mitigating and managing all significant kinds of
risks faced by the Company. The Board itself monitors and reviews the risks which have potential bearing on the
performance of the Company and in the opinion of the Board there is no risk faced by the Company which threatens its
existence.

CONSERVATION OF ENERGY

In terms of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Disclosure of Particulars in the Report

of Board of Directors) Rules, 1988, the Directors furnish the information as below :
a. Conservation of enerav

b. Technology absorption

c. Foreign Exchange earnings and outgo :

AUDITORS AND THEIR REPORTS

1. STATUTORY AUDITOR

M/s. Jain Vinay & Associates, Chartered Accountants,
(Firm Registration No. 006649W) the Statutory
Auditors of the Company, were appointed at 18th
Annual General Meeting until the conclusion of 23rd
Annual General Meeting of Company in terms of the
provisions of Section 139 of the Companies Act, 2013.
There is no audit qualification or observation on the
financial statements of Company, by the statutory
auditors for the year under review.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the rules made thereunder,
secretarial audit is applicable to the Company from
financial year 2026-27. Accordingly, the Company is not
required to obtain a Secretarial Audit Report for the
financial year under review.

3. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the rules made thereunder,
Internal audit is applicable to the Company from
financial year 2026-27. Accordingly, the Company is not
required to obtain a Internal Audit Report for the
financial year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and
according to the information and explanations
obtained by them, your Directors' state that:

i. In the preparation of the annual accounts for the
Financial Year ended March 31, 2026, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any.

ii. They have 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
as at Financial Year and of the loss of the Company for
the Financial Year ended March 31,2026.

iii. They have taken proper and sufficient care for the
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 fraud and other
irregularities;

iv. The annual financial statements have been prepared

on a going concern basis; and

v. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.Company is in the process of filing extension
for FEMA with AD Bank.

FRAUD REPORTING

There was no instance of fraud during the year under
review, which is required by the Statutory Auditors to
report to the Audit Committee and / or Board under
Section 143(12) of the Companies Act, 2013 and the rules
made thereunder.

PARTICULARS OF EMPLOYEE

During the Financial Year under review, there are no
employees whose remuneration was in excess of the
limits prescribed in the Rule 5(2) of Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended time to time.

PARTICULARS OF LOAN, GUARANTEE OR
INVESTMENTS UNDER SECTION 186 OF ACT

During the financial year under review, the Company
has not granted any loans or provided any guarantees
falling under the provisions of Section 186 of the
Companies Act, 2013. All investments made by the
Company during the year were within the limits
prescribed under the said Section.

PARTICULARS OF CONTRACT AND ARRANGEMENT
WITH RELATED PARTIES

All related party transactions entered into during the
financial year were on an arm's length basis, in the
ordinary course of business and were in compliance
with the applicable provisions of the Companies Act,
2013.

The disclosure of related party transactions in Form
AOC-2 is given in Annexure I, which provide the details
transaction, contract or arrangement with related
parties.

Details of the related party transactions as per the
applicable accounting standards form a part of the
Notes to the Standalone Financial Statements.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION
AND PROTECTION FUND

During the Financial year under review, your Company
did not have any funds lying unpaid or unclaimed for a
period of seven years. Therefore, there were no funds
which were required to be transferred to Investor
Education and Protection Fund (I EPF).

CORPORATE GOVERNANCE REPORT

The Equity Shares of the Company are listed on the SME
platform (BSE SME) of Bombay Stock Exchange.
Pursuant to Regulation 15(2) SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 the
compliance with the Corporate Governance provision
as specified in Regulation 17 to 27 and clause (b) to (i) of
sub regulations (2) of regulation 46 and par as C, D and
E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 shall not
apply.

Hence, Corporate Governance Report does not form a
part of this Board Report, though we are committed for
the best corporate governance practices

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”), is presented in a separate section,
forming part of the Annual Report.

MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS

No significant or material order has been passed by any
Regulator, Court or Tribunal during the financial year
ended March 31, 2026 which could impact the going
concern status and company's operations in future.

THE DETAILS OF APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING
THE YEAR ALONG WITH THEIR STATUS AS AT THE
END OF THE FINANCIAL YEAR :

There is no proceeding pending against the company
under the Insolvency and Bankruptcy code, 2016 (IBC
Code).

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013 :

Company's commitment towards creating a respectful
workplace that is free from any form of harassment and
discrimination is exemplified by its 'zero-tolerance'
approach towards any act of sexual harassment. The
Company has a comprehensive policy which is in
compliance with the provisions of the Sexual

Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 which is available
at the website of the Company

https://highnessmicro.com/.A group level Internal
Complaints Committee ("ICC”) has been constituted as
per procedure prescribed in the law. All such
investigations are conducted as per the tenets of the
law and the Company's policy. The list of ICC members
has been prominently displayed in the office. Following
are the details of sexual harassment cases for financial
year 2025-26 :

We also hereby confirm that during the year under
review the Company has duly complied with the
provisions of the Maternity Benefit Act, 1961.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS
THEREOF :

During the Financial Year under review, there has not
been any instance of one-time settlement of the
company with any bank or financial institution.

ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Internal Financial Controls with reference to
financial statements as designed and implemented by
the Company are adequate as per the nature of the
business and the size of its operation.

During the year under review, no material or serious
observation has been received from the Internal
Auditors of the Company for inefficiency or inadequacy
of such controls.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has Compiled with the applicable
requirements as prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) read with the relevant
provisions of the Companies Act, 2013 and
Circulars/Notifications issued by Ministry of Corporate
Affairs in this regard.

MATERNITY BENEFIT

The Company affirms that it has duly complied with all
provisions of the Maternity Benefit Act, 1961, and has
extended all statutory benefits to eligible women
employees during the year. The Company is committed
to the health and well-being of employees and believes
in providing essential support during this important
life event.

PARTICULARS OF EMPLOYEES OF THE COMPANY

During the financial year under review the details of no
of employees are as under:

1. MALE- 24

2. FEMALE - 22

3. Transgender - 0
ACKNOWLEDGEMENT

Your Directors take this opportunity to express and
place on record their appreciation for the continued
support, cooperation, trust and assistance extended by
shareholders, employees, customers, principals,
vendors, agents, bankers, financial institutions,
suppliers, distributors and other stakeholders of the
Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
HIGHNESS MICROELECTRONICS LIMITEDMr. GAURAV KEJRIWAL Mr. MANJUL KUMAR KEJRIWAL
DIRECTOR DIRECTOR

(DIN: 01506981) (DIN: 01507039)

PLACE: MUMBAI
DATED: 30th MAY 2026