{"url_path":"/sec/hiho/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 Controls and Procedures.**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","accession_number":"0001213900-26-077959","cik":"0001026785","ticker":"HIHO","issuer_name":"HIGHWAY HOLDINGS LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1026785/0001213900-26-077959-index.html","primary_entity_key":"0001026785","primary_entity_name":"HIGHWAY HOLDINGS LTD"},"word_count":829,"has_tables":true,"body_markdown":"** **\n\n**Item 15. Controls and Procedures.**\n\n* *\n\n*Disclosure Controls and Procedures*\n\n \n\nOur management, with the participation of our chief\nexecutive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures\nwithin the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based upon\nthat evaluation, our management has concluded that, as of March 31, 2026, our disclosure controls and procedures were effective, following\nthe remediation during fiscal 2026 of the material weaknesses previously identified as of March 31, 2025, as described below under “Management’s\nAnnual Report on Internal Control over Financial Reporting.”\n\n* *\n\n*Management’s Annual Report on Internal Control over Financial\nReporting*\n\n \n\nOur management is responsible for establishing\nand maintaining adequate internal control over financial reporting, as defined under Rule 13a-15(f) and 15d-15(f) of the Securities Exchange\nAct of 1934. Management, under the supervision and with the participation of our chief executive officer and chief financial officer,\nconducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated\nFramework (2013) by the Committee on Sponsoring Organizations of the Treadway Commission (“COSO”), as supplemented by the\nrelated guidance provided in Internal Control Over Financial Reporting – Guidance for Smaller Public Companies, also issued by COSO.\nBased on that evaluation, and taking into account the remediation measures implemented and tested during fiscal 2026, our management concluded\nthat our internal control over financial reporting was effective as of March 31, 2026.\n\n \n\nA material weakness is a deficiency, or a combination\nof deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement\nof a company’s annual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nIn connection with the audit of our consolidated\nfinancial statements for the year ended March 31, 2025, the following material weaknesses in our internal control over financial reporting\nwere identified as of March 31, 2025: (i) we did not have sufficient and skilled accounting personnel in the Company with an appropriate\nlevel of technical accounting knowledge and experience in the application of accounting principles generally accepted in the United States\ncommensurate with the Company’s financial reporting requirements; and (ii) we did not have appropriate and adequate policies and\nprocedures in place in the Company to evaluate the proper accounting and disclosures of key transactions and documents. During the fiscal\nyear ended March 31, 2026, the Company implemented and tested remediation measures designed to address these material weaknesses, as described\nbelow, and management has concluded that these previously identified material weaknesses have been remediated as of March 31, 2026.\n\n \n\n61\n\n \n\n \n\nBased on the implementation and testing of the\nremediation measures described above, our management concluded that the previously identified material weaknesses have been remediated\nand that our internal control over financial reporting was effective as of March 31, 2026. Notwithstanding the foregoing, we cannot assure\nyou that we will not identify additional material weaknesses or control deficiencies in the future.\n\n \n\nThis annual report does not include an attestation\nreport of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s\nreport was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and\nExchange Commission that permit the Company to provide only management’s report in this annual report.\n\n \n\n*Remediation Implemented During the Year Ended March 31, 2026*\n\n \n\nThe Company’s internal controls over financial\nreporting were not effective as of March 31, 2025. Accordingly, during the year ended March 31, 2026 the Company undertook the following\nremedial actions to address the issues it identified in the prior fiscal year: (i) the Company now pays the salaries of its Myanmar employees\nthrough direct deposit to the workers’ bank accounts; (ii) internal controls have been implemented so that other expenses that must\nbe paid in cash in Myanmar are subject to approval by senior personnel and immediately recorded in the financial records of the Company;\n(iii) all cash on hand in Myanmar not immediately required for expenses are securely stored on site by senior personnel; (iv) internal\ncontrols have been implemented so that all expenses in Myanmar and key transactions in Myanmar are reviewed by experienced accounting\npersonnel in Hong Kong, including review of underlying transaction documents; and (v) all non-routine transactions are reviewed and approved\nby the Chief Financial Officer, and all salaries are reviewed and approved by both the Chief Financial Officer and Chief Executive Officer.\n\n \n\n*Changes in Internal Control Over Financial Reporting*\n\n \n\nExcept for the remediation measures described above,\nwhich were implemented and completed during the fiscal year ended March 31, 2026 to address the material weaknesses previously identified\nas of March 31, 2025, there were no changes in our internal control over financial reporting during the period covered by this annual\nreport that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}