1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (1934 Act) as of July 31, 2025.
+Added: Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (1934 Act) as of January 31, 2026.
As previously disclosed in our Annual Report on Form 10-K for the year ended October 31, 2025, we identified a material weakness in our internal controls over financial reporting in the design and operation of controls over the preparation and review of our Statement of Cash Flows.
−Removed: During the nine months ended July 31, 2025, we implemented remediation efforts related to this material weakness and continue to monitor the effectiveness of these procedures.
−Removed: Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of July 31, 2025.
−Removed: As permitted under SEC rules, we have elected to exclude our recently acquired Tyman business (“Tyman”) from management’s assessment of the effectiveness of internal controls over financial reporting as of July 31, 2025.
−Removed: Prior to its acquisition by us on August 1, 2024, Tyman was listed publicly on the London Stock Exchange and reported financial results pursuant to International Financial Reporting Standards, and therefore was not subject to the Sarbanes-Oxley Act of 2002.
+Added: During the three months ended January 31, 2026, we implemented remediation efforts related to this material weakness and continue to monitor the effectiveness of these procedures.
+Added: Our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of January 31, 2026.
We are actively engaged in remediation efforts to address the identified material weakness related to the Statement of Cash Flows.
2 unchanged sentences
• Enhanced review procedures over the preparation and validation of the statement of cash flows;
−Removed: • Implementation of a structured non-cash transaction checklist to improve classification accuracy;
+Added: • Enhanced review of the non-cash transaction checklist to improve classification accuracy;
• Strengthening of quarterly and annual close procedures through additional review controls;
2 unchanged sentences
Changes in Internal Control over Financial Reporting
−Removed: During the nine months ended July 31, 2025, we implemented additional review procedures and developed a structured non-cash transaction checklist for the Statement of Cash Flow as part of our remediation efforts.
−Removed: While we believe the identified material weakness will be fully remediated by our efforts, we will continue to monitor the effectiveness of our efforts and expect to conclude with our October 31, 2025 control evaluation.
−Removed: Additionally, as of July 31, 2025, integration of internal controls at Tyman is in progress.
−Removed: Consistent with SEC guidance, management has excluded Tyman from its assessment of internal control over financial reporting for the reporting period ending April 30, 2025.
−Removed: We expect to complete the integration of Tyman’s financial reporting systems and internal control framework during fiscal 2025.
−Removed: Other than the ongoing remediation efforts and the exclusion of Tyman, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: During the three months ended January 31, 2026, we implemented additional review procedures for the Statement of Cash Flow as part of our remediation efforts.
+Added: We will continue to monitor the effectiveness of our efforts as part of our ongoing evaluation of internal control over financial reporting.
+Added: Other than the ongoing remediation efforts, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the 1934 Act) that have materially affected, or are reasonably likely to materially affect, our 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.