What changed in this filing

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Item 9A. Controls and Procedures

2024-07-15 compared with 2023-06-28 · 99 added, 118 removed, 51 unchanged (81% of the section changed)

Controls and Procedures.

Management’s Evaluation of Disclosures Controls

and Procedures

We carried out an evaluation under the supervision

and with the participation of our management, including our Chief Executive Officer and Principal Financial and Accounting Officer, of

the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act

of 1934 (the "Exchange Act")) as of the end of the period covered by this report.

Based upon that evaluation, the Chief Executive

Officer and the Principal Accounting Officer concluded that our disclosure controls and procedures were not effective as of March 31,

Management’s Annual Report on Internal Control

Over Financial Reporting

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii) provide reasonable assurance that transactions

are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts

and expenditures of the Company are made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable

assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on our financial statements.

Management assessed the effectiveness of our internal

control over financial reporting as of March 31, 2023.

In making this assessment, management used the criteria set forth in Internal Control-Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based upon our evaluation of internal controls, our

CEO and PFAO determined that (i) we have a material weakness over our entity level control environment as of March 31, 2023 and (ii) our

internal control over financial reporting was not effective as of March 31, 2023.

Our preventive and review controls failed to detect

errors related to the valuation of inventory and cutoff of service revenue.

Remediation Activities

Management has been actively engaged in remediating

the above described material weaknesses.

The following remedial actions have been taken:

· We have made changes in our policy regarding how contract revenue and related

costs are booked.

Under the revised policy, such revenue and costs are now booked in the same month as the related work is performed.

· We have changed our policy regarding reserves for slow moving inventory.

Under our revised, policy we now book additional inventory reserves for all inventory older than 18 months, even if management believes

such inventory is still salable.

The Company will design and implement additional procedures

in fiscal 2024 and 2025 in order to assure that audit/accounting personnel are more involved with the Company’s inventory activities

and service revenue to monitor and earlier identify accounting issues that may be raised by the Company’s ongoing activities.

The process of implementing an effective financial

reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory

environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligations.

As we continue to evaluate and take actions to improve our internal control over financial reporting, we may take additional actions to

address control deficiencies or modify certain of the remediation measures described above.

While progress has been made to enhance our internal

control over financial reporting, we are still in the process of implementing these processes, procedures and controls.

Additional time

is required to complete implementation and to assess and ensure the sustainability of these procedures.

We believe the above actions will

be effective in remediating the material weaknesses described above and we will continue to devote significant time and attention to these

remedial efforts.

However, the material weaknesses cannot be considered remediated until the applicable remedial controls operate for

a sufficient period of time and management has concluded that these controls are operating effectively.

This Annual Report does not include an attestation

report of the Company’s registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities

and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.

Changes In Internal Control Over Financial Reporting

Other than the applicable remediation efforts described

above, there were no significant changes in our internal control over financial reporting during the twelve months ended March 31, 2023

that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

of Disclosure Controls and Procedures

the supervision and with the participation of our management, including our principal executive officer and principal financial officer,

as of March 31, 2024, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e)

and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended.

Based on this evaluation, our principal executive

officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls

and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted

under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s

rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by

us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our

principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely

decisions regarding required disclosure.

in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during our fourth fiscal quarter that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Annual Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting.

As defined in Rules 13a-15(f) under

the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of,

the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions,

and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that,

in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(2) provide reasonable

assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted

accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the

Company’s management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree of compliance with the policies or procedures may deteriorate.

management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control

over financial reporting at March 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013).

Based on that assessment under

those criteria, management has determined that, as of March 31,2024, our internal control over financial reporting was not effective.

internal controls are not effective for the following reason:

(i) there is an inadequate segregation of duties consistent with control

objectives as management is comprised of only two persons, one of which is our principal executive officer and the other is the principal

financial officer.

order to mitigate the foregoing material weaknesses, we have engaged an outside accounting consultant with significant experience in

the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure

that these financial statements are prepared in conformity with GAAP.

We will continue to monitor the effectiveness of this action and

make any changes that our management deems appropriate.

would need to hire additional staff to provide greater segregation of duties.

Currently, it is not feasible to hire additional staff

to obtain optimal segregation of duties.

Management will continue to reassess this matter to determine whether improvement in segregation

of duty is feasible.

In addition, we would need to expand our board to include independent members.

forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to

have more effective controls over financial reporting.

Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial

Management’s report was not subject to attestation by our registered public accounting firm pursuant to the exemption

provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall

Street Reform and Consumer Protection Act.

Other Information

Directors, Executive

Officers and Corporate Governance.

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2023.

the fiscal year ended March 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement

or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of

Shareholders to be filed within 120 days after March 31, 2024.

Executive Compensation .

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2023.

Security Ownership of

Certain Beneficial Owners and Management and Related Shareholder Matters .

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2023.

The following table summarizes certain information

regarding our equity compensation plan as of March 31, 2023:

Plan Category

Number of securities to be issued upon exercise of outstanding equity units

Weighted-average exercise price of equity units

Number of securities remaining available for future issuance under equity units plan

Equity compensation plans approved by security holders

Certain Relationships

and Related Transactions, and Director Independence .

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2022 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2023.

Principal Accounting

Fees and Services.

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2022 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2023.

Exhibits, Financial Statement

(b) Exhibits - The following exhibits are

attached to this report on Form 10-K or are incorporated herein by reference:

in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of

Shareholders to be filed within 120 days after March 31, 2024.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters .

in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2021 Annual Meeting of

Shareholders to be filed within 120 days after March 31, 2024.

following table summarizes certain information regarding our equity compensation plan as of March 31, 2024:

of securities to be issued upon exercise of outstanding equity units

Weighted-average

exercise price of equity units

of securities remaining available for future issuance under equity units plan

compensation plans approved by security holders

Certain Relationships and Related Transactions, and Director Independence .

in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2023 Annual Meeting of

Shareholders to be filed within 120 days after March 31, 2024.

Principal Accounting Fees and Services.

in response to this item is incorporated by reference from the registrant's definitive proxy statement for its 2024 Annual Meeting of

Shareholders to be filed within 120 days after March 31, 2024.

Exhibits, Financial Statement Schedules.

3.1 Articles of Incorporation of the Company, as amended.

14 unchanged sentences

First Amended and Restated 2014 Stock Option Plan (Incorporated by reference from Proxy Statement dated July 6, 2020).

10.4 Employment Agreement, dated December 17, 2013, between Encision Inc.

and Gregory J.

Trudel (Incorporated by reference from Current

Report on Form 8-K filed on December 23, 2013).

10.4 Employment Agreement, dated November 14, 2016, between Encision Inc.

and Gregory J.

Trudel (Incorporated by reference to Exhibit 10-1

to our Current Report on Form 8-K filed on November 18, 2016).

Trudel (Incorporated

by reference to Exhibit 10-1 to our Current Report on Form 8-K filed on November 18, 2016).

10.5 Fifth Amendment to Office Building Lease dated November 9, 2017 (Incorporated by reference to Exhibit 10.1 to Quarterly Report on

15 unchanged sentences

15, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 17, 2022)

23.1 Consent of Independent Registered Public Accounting Firm, Gries and Associates.

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Section 302 Certification of Principal Executive Officer **

7 unchanged sentences

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d)

of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

June 28, 2023

to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

July 15, 2024

ENCISION INC.

Principal Accounting Officer & Principal Financial Officer

Pursuant to the requirements of the Exchange Act,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

June 28, 2023

to the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

July 15, 2024

Accounting Officer & Principal Financial Officer

June 28, 2023

July 15, 2024

Principal Executive Officer

June 28, 2023

Vice President - Technology

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures