Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
This information appears following Item 15 of this annual report and is included herein by reference.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
On August 11, 2024, the Audit
Committee of the Board of Directors of the Company approved the dismissal of, and dismissed, KNAV CPA LLP (“KNAV”) as the
Company’s independent registered public accounting firm. KNAV was the independent registered public accounting firm of the Company
since February 1, 2024. Prior to the completion of the Company’s business combination with AARK, KNAV had been the independent registered
public accounting firm of AARK since 2022.
KNAV’s report on AARK’s
carve-out consolidated financial statements, as of and for the fiscal years ended March 31, 2023 and March 31, 2022 (as restated) (the
“AARK Financial Statements”) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principle, except that the report of KNAV on the AARK Financial Statements contained an
explanatory paragraph which noted that the AARK Financial Statements have been restated to correct certain misstatements.
During the fiscal years ended
March 31, 2023 and March 31, 2024 and the subsequent interim period, there were no “disagreements” (as defined in Item 304(a)(1)(iv)
of Regulation S-K) between the Company and KNAV on any matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KNAV, would have caused KNAV to make reference
to the subject matter of such disagreements in their reports on the Company’s consolidated financial statements for such fiscal
periods except with respect to the below.
In connection with the audit
of the Company’s financial statements for the fiscal year ended March 31, 2024, KNAV advised the Company of its need to expand the
scope of the procedures related to revenue recognition for certain contracts in the Middle East and APAC region. During the course of
considering the request of KNAV, the Company determined that its revenue arrangements (and the accounting for those arrangements) require
greater auditing resources to attest in a timely manner. As a result of this determination, the Company decided that it needed to engage
an independent accountant that is located close to the Company’s accounting operations, in India, and therefore is more readily
accessible to the Company than is KNAV. Accordingly, the Company’s Audit Committee determined to engage Manohar Chowdhry & Associates
(“MCA”), as its principal independent accountant.
During the fiscal years ended
March 31, 2023 and March 31, 2024 and the subsequent interim period, there were no “reportable events” as defined in Item
304(a)(1)(v) of Regulation S-K, except as set forth above and below.
As previously disclosed in
Item 4 of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023, the Company concluded that
its internal control over financial reporting was not effective as of December 31, 2023 due to certain material weaknesses that are primarily
attributable to improper segregation of duties, inadequate processes for timely recording of significant events and material transactions,
and inadequate design and implementation of information and communication policies, procedures and monitoring activities. The subject
matters of this reportable event were discussed by the Audit Committee with KNAV.
On August 11, 2024, the Audit
Committee appointed MCA as the successor independent registered public accounting firm. MCA will serve as the Company’s independent
registered public accounting firm for the fiscal years ended March 31, 2024 and 2023.
During the fiscal years ended
March 31, 2023 and March 31, 2024 and the subsequent interim period, neither the Company nor anyone on its behalf consulted MCA regarding:
(i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that
might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided
to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial
reporting issue, or (ii) any matter that was either the subject of a “disagreement,” as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K, or a “reportable event,” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
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