What changed in this filing

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Item 4. Controls and Procedures

2025-05-14 compared with 2024-11-14 · 53 added, 54 removed, 2 unchanged (98% of the section changed)

CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our

reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to

ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated

to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

of Disclosure Controls and Procedures

required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2024.

Based upon their

evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined

in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were not effective.

Controls Over Financial Reporting

disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or

submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and

reported within the time periods specified in Securities and Exchange Commission (“SEC”) rules and forms, and that such information

is accumulated and communicated to our management to allow timely decisions regarding required disclosure.

management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the

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

end of the period covered by this quarterly report.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer

have concluded that as of such date, our disclosure controls and procedures were not, in design and operation, effective as of September

30, 2024 at a reasonable assurance level due to the material weakness in internal control over financial reporting described below:

did not have qualified full-time personnel with appropriate levels of accounting knowledge and experience to address complex U.S.

accounting issues and to prepare and review financial statements and related disclosures under U.S.

did not have comprehensive written control policies in place related to complex transactions and revenue recognition, or an internal

audit function to ensure the internal controls are properly designed and implemented.

material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board

Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material

misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

the identification of the material weakness, we plan to take remedial measures including:

additional qualified accounting personnel with relevant U.S.

GAAP and SEC reporting experience

and qualifications to strengthen the financial reporting function and to set up a financial

and system control framework

● establishing

internal audit function by engaging an external consulting firm to assist us with assessment

of Sarbanes-Oxley Act of 2002 compliance requirements and improvement of overall internal

believe, however, that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives

of the controls systems are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of

fraud or error, if any, within a company have been detected.

in Internal Control over Financial Reporting

Company is in the process of implementing certain changes in its internal control over financial reporting to remediate the material

weaknesses described above.

The implementation of the material aspects of this plan began in the second quarter of fiscal year 2024.

Additional qualified personnel with appropriate levels of accounting knowledge and experience to address U.S.

GAAP accounting issues

have been added to prepare and review financial statements and related disclosures under U.S.

Non-routine transactions are analyzed

by in-house staff and third-party consultants to ensure proper accounting treatment.

Narratives and policies for business processes that

relate to financial statements have been put in place to establish proper segregation of duties and internal controls.

II - OTHER INFORMATION

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and

procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission (“SEC”)

rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and

Chief Financial Officer, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15

and 15d-15 under the Exchange Act, our management, with the participation and supervision of our Chief Executive Officer and our Chief

Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act) as of the end of the period covered by this quarterly report.

Based on such evaluation, our Chief Executive Officer

and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were not, in design and operation,

effective as of March 31, 2025 at a reasonable assurance level due to the material weakness in internal control over financial reporting

described below:

Material Weaknesses

A material weakness is a

deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board Auditing Standard AS 2201,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual

or interim financial statements will not be prevented or detected on a timely basis.

We had the following material weakness:

● We did not have qualified full-time personnel with appropriate levels of accounting knowledge and

experience to address complex U.S.

GAAP accounting issues and to prepare and review financial statements and related disclosures

In light of this material

weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with

Accordingly, management believes that the financial statements included in this Quarterly Report on Form 10-Q present fairly

in all material respects our financial position, results of operations and cash flows for the period presented.

Changes in Internal Control over Financial

The Company has implemented

certain changes in its internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)

to remediate the material weaknesses identified in fiscal year ended June 30, 2023.

The implementation of the material aspects of this

plan took place during 2024.

These remediation efforts included:

● Adding qualified personnel with

appropriate levels of accounting knowledge and experience to address U.S.

GAAP accounting issues and prepare and review financial statements

and related disclosures

● Implementing processes whereby

non-routine transactions are analyzed by in-house staff and third-party consultants to ensure proper accounting treatment

● Establishing narratives and

policies for business processes that relate to financial statements to ensure proper segregation of duties and internal controls

While the Company has remediated

certain previously identified material weaknesses, our Chief Executive Officer and Chief Financial Officer concluded that as of March

31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level.

Limitations on Effectiveness of Controls and

In designing and evaluating

our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and

procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the

benefits of possible controls and procedures relative to their costs.

PART II - OTHER INFORMATION

LEGAL PROCEEDINGS

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-Q

Item 4. Controls and Procedures