−Removed: Controls and Procedures.
Disclosure Controls and Procedures
1 unchanged sentence
Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures and internal control over financial
−Removed: reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”),
−Removed: as of September 30, 2025.
+Added: reporting, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “ Exchange
+Added: Act ”), as of March 31, 2026.
To ensure that information required to be disclosed
by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time
−Removed: periods specified in the rules and forms of the Securities and Exchange Commission, including to ensure that information required to be
−Removed: disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including
−Removed: our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on the evaluation performed as of September
−Removed: 30, 2025, as a result of the material weaknesses in internal control over financial reporting that are described below in Management’s
−Removed: Report on Internal Control Over Financial Reporting, our Chief Executive Officer and Chief Financial Officer determined that our disclosure
−Removed: controls and procedures were not effective as of such date in that:
−Removed: failed to design adequate controls and procedures to provide reasonable assurance that U.S.
−Removed: GAAP was being properly applied to the matters
−Removed: resulting into the restatement of our quarterly financial statements, including recognition of revenue in case of deferred payment sales,
−Removed: recognition of right of use of certain assets and lease liabilities and functional and other classifications, also leading to certain
−Removed: accounting errors as described in details in the restatement notes as included in the respective amended quarterly financial statements.
−Removed: do not have written documentation of our internal control policies and procedures.
−Removed: Written documentation of key internal controls over
−Removed: financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.
−Removed: do not have sufficient segregation of duties within accounting functions, which is a basic internal control.
−Removed: Due to our size and nature,
−Removed: segregation of all conflicting duties may not always be possible and may not be economically feasible.
−Removed: However, to the extent possible,
−Removed: the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.
+Added: periods specified in the rules and forms of the SEC, including to ensure that information required to
+Added: be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management,
+Added: including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on the evaluation performed as of March
+Added: 31, 2026, as a result of the material weaknesses in internal control over financial reporting that are previously disclosed under “Part
+Added: II - Item 9A - Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2025, our Chief Executive
+Added: Officer and Chief Financial Officer determined that our disclosure controls and procedures were not effective as of such date in that:
+Added: We failed to design adequate controls and procedures to provide reasonable assurance
+Added: GAAP was being properly applied to the matters resulting into the restatement of our quarterly financial statements, including
+Added: recognition of revenue in case of deferred payment sales, recognition of right of use of certain assets and lease liabilities and
+Added: functional and other classifications, also leading to certain accounting errors as described in details in the restatement notes
+Added: as included in the respective amended quarterly financial statements.
+Added: We do not have written documentation of our internal control policies and procedures.
+Added: Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.
+Added: We do not have sufficient segregation of duties within accounting functions, which
+Added: is a basic internal control.
+Added: Due to our size and nature, segregation of all conflicting duties may not always be possible and may
+Added: not be economically feasible.
+Added: However, to the extent possible, the initiation of transactions, the custody of assets and the recording
+Added: of transactions should be performed by separate individuals.
+Added: A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a
+Added: reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on
+Added: a timely basis.
Remediation Plan
11 unchanged sentences
process involves a detailed process study of each of the business functions and engagement with their respective process owners, identifying
−Removed: their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training of
−Removed: the respective teams to meet the business data flow and reporting requirements of each business function.
−Removed: Post completion of roll out
−Removed: of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within the accounting
−Removed: and financial department would help us in further addressing the abovementioned weaknesses.
−Removed: Our Chief Executive Officer and Chief Financial Officer do not expect
−Removed: that our disclosure controls or internal controls will prevent all errors and all fraud.
−Removed: Although our disclosure controls and procedures
−Removed: were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated,
−Removed: can provide only reasonable, not absolute assurance that the objectives of the system are met.
−Removed: Further, the design of any control system
−Removed: is subject to resource constraints, and the benefits of controls must be considered relative to their costs.
−Removed: Because of the inherent limitations
−Removed: in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any,
−Removed: within the Company have been detected.
−Removed: These inherent limitations include the fact that judgments in decision-making can be faulty, and
−Removed: that breakdowns can occur because of simple errors or mistakes.
−Removed: There can be no assurance that any design will succeed in achieving its
−Removed: stated goals under all potential future conditions.
+Added: their linkages with other business functions and designing report formats, data sourcing and customizing the ERP system and training
+Added: of the respective teams to meet the business data flow and reporting requirements of each business function.
+Added: Post completion of roll
+Added: out of all the functional modules under this new cloud-based ERP system which is designed to integrate all business functions within
+Added: the accounting and financial department would help us in further addressing the abovementioned weaknesses.
+Added: Our Chief Executive Officer and Chief Financial
+Added: Officer do not expect that our disclosure controls or internal controls will prevent all errors and all fraud.
+Added: Although our disclosure
+Added: controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how
+Added: well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met.
+Added: the design of any control system is subject to resource constraints, and the benefits of controls must be considered relative to their
+Added: Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all
+Added: control issues and instances of fraud, if any, within the Company have been detected.
+Added: These inherent limitations include the fact that
+Added: judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
+Added: There can be no assurance
+Added: that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Controls Over Financial
−Removed: Except for the remediation efforts described above,
−Removed: there were no changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report
−Removed: that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
−Removed: PART II – OTHER INFORMATION
+Added: Except for the remediation efforts described
+Added: above, there were no changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this
+Added: report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
+Added: PART II – OTHER
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.