1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of April 30, 2025.
+Added: Our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of July 31, 2025.
The term “disclosure controls and procedures” means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
−Removed: Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of April 30, 2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.
+Added: Based on this evaluation, our principal executive officer and principal financial officer have concluded that as of July 31, 2025, our disclosure controls and procedures were not effective due to the material weakness in internal control over financial reporting described below.
Notwithstanding the ineffective disclosure controls and procedures as a result of the identified material weakness described below, management has concluded that the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows in accordance with U.S.
−Removed: generally accepted accounting principles.
Material Weakness in Internal Control over Financial Reporting
3 unchanged sentences
The Company’s consolidation process is manual and based upon reporting packages submitted by the various locations.
−Removed: For those locations where the financially relevant systems were not in-scope and not subject to the Company’s testing of ITGCs, the financial reporting controls, as designed, do not adequately
−Removed: address the completeness and accuracy of the foreign reporting packages.
+Added: For those locations where the financially relevant systems were not in-scope and not subject to the Company’s testing of ITGCs, the financial reporting controls, as designed, do not adequately address the completeness and accuracy of the foreign reporting packages.
The reporting packages form the basis of multiple controls, including a key management review control designed to detect a material misstatement in the Company’s consolidated financial statements as well as other controls.
4 unchanged sentences
Implementing an enterprise resource planning (“ERP”) system, which is expected to roll out in phases over the next several years.
−Removed: Phase I should be completed by the end of the 2026 fiscal year;
+Added: Phase I is expected to be completed during the 2027 fiscal year;
Established a technology committee of the Board of Directors to oversee the role of technology in executing the Company’s business strategy and risks associated with technology strategies, major technology investments, operational performance and technology trends;
Migrating substantially all of our operations to a common accounting system and utilizing a common chart of accounts and improved accounting close and revise procedures.
−Removed: While we have taken steps to remediate the identified material weakness and will continue to complete the remediation process as quickly as possible, we cannot at this time estimate how long it will take to remediate this material weakness.
−Removed: The material weakness will not be considered remediated until the controls are designed, implemented, and operate for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively.
+Added: While we have taken steps to remediate the identified material weakness and will continue to complete the remediation process as quickly as possible, we cannot currently estimate the time required to remediate this material weakness.
+Added: The material weakness will not be considered remediated until the controls are designed, implemented, and operating for a sufficient period of time and management has concluded, through independent testing, that these controls are operating effectively.
As management continues to evaluate and work to improve our disclosure controls and procedures and internal control over financial reporting, we may take additional measures to address these control deficiencies or modify certain remediation measures described above.
Changes in Internal Control Over Financial Reporting
−Removed: Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended April 30, 2025 that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.
+Added: Other than continuing to make progress on the ongoing remediation efforts described above, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended July 31, 2025 that materially affected, or are reasonably likely to affect materially, the Company’s internal control over financial reporting.
OTHER INFORMATION
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.