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Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), as amended.
−Removed: Based upon that evaluation as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer each concluded that, as of the end of such period, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting, as described in Management's Report on Internal Control Over Financial Reporting in "Item 9A.
−Removed: Control and Procedures" in the Annual Report on Form 10-K for the year ended September 30, 2024.
+Added: Based upon that evaluation as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer each concluded that, as of the end of such period, our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting, as described in Management's Report on Internal Control Over Financial Reporting in "Item 9A.
+Added: Control and Procedures" in the 2024 Form 10-K.
In 2022, the Company commenced the process of implementing a new ERP system and other Business Continuity Processes to replace the existing systems provided by BD.
The ERP system is designed to accurately maintain the Company's financial records used to report operating results.
−Removed: The implementation of the ERP system and other Business Continuity Processes is highly complex and has occurred and will continue to occur in phases across our geographies.
+Added: The implementation of the ERP system and other Business Continuity Processes is highly complex and has occurred in phases across our geographies.
The implementations of North America, EMEA, Asia and Greater China were completed in phases within fiscal years 2023 and 2024.
−Removed: The Latin America implementation was completed in the first quarter of fiscal year 2025.
−Removed: The implementation for India is expected to be completed in the third quarter of fiscal year 2025, subject to the timely receipt of the required government and health authority approvals.
−Removed: A standardized internal control framework is implemented as the Company moves away from relying on BD’s systems and controls.
−Removed: Since the final phase has not been completed as of the date of this Quarterly Report on Form 10-Q, the Company continues to rely on certain processes and internal control over financial reporting performed by BD.
+Added: The Latin America implementation was completed in the first quarter of fiscal year 2025 and the implementation for India, the final phase, was completed in the third quarter of fiscal year 2025.
+Added: A standardized internal control framework was implemented with each phase as the Company moves away from relying on BD’s systems and controls.
Management's Remediation Plan
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The Company is working towards executing the remediation plan to address the material weakness.
−Removed: However, none of these efforts have resulted in the remediation of the material weakness as of March 31, 2025.
−Removed: There have been no changes in internal control over financial reporting during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: However, none of these efforts have resulted in the remediation of the material weakness as of June 30, 2025.
+Added: There have been no changes in internal control over financial reporting during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Dollar amounts are in millions except per share amounts or as otherwise specified.
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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.