What changed in this filing

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Item 9A. Controls and Procedures

2025-07-10 compared with 2024-07-15 · 115 added, 92 removed, 58 unchanged (78% of the section changed)

Controls and Procedures.

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.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of

our management, including our principal executive officer and principal financial officer, as of March 31, 2025, 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.

Changes in Internal Control over Financial Reporting

There 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.

Management’s Annual Report on Internal

Control over Financial Reporting

Management 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.

Our 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.

Because 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.

Our management, including our principal executive

officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at March 31, 2025.

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 31,2025, our internal control over financial reporting was not effective.

Our internal controls are not effective for the following

(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.

In 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

We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We 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.

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.

Going 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

This Annual Report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

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

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.

During the fiscal year ended March

31, 2025, 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

Not applicable.

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 2025 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2025.

Executive Compensation .

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.

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2025 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2025.

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 2025 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2025.

The following table summarizes certain information

regarding our equity compensation plan as of March 31, 2025:

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 2025 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2025.

Principal Accounting

Fees and Services.

Information in response to this item is incorporated

by reference from the registrant's definitive proxy statement for its 2025 Annual Meeting of Shareholders to be filed within 120 days

after March 31, 2025.

Exhibits, Financial Statement

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

3.1 Articles of Incorporation of the Company, as amended.

35 unchanged sentences

2, 2022 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on November 17, 2022)

19.1 Encision, Inc.

Insider Trading Policy **

23.1 Consent of Independent Registered Public Accounting Firm **

8 unchanged sentences

Form 10-K Summary.

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.

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.

July 10, 2025

ENCISION INC.

Principal Accounting Officer & Principal Financial Officer

/s/ Brandon Shepard

Brandon Shepard

Principal Accounting Officer &

Principal Financial Officer

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

Brandon Shepard

Accounting Officer & Principal Financial Officer

1 unchanged sentence

July 10, 2025

July 15, 2024

Principal Executive Officer

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