Armlogi Holding Corp.
For the period ended Jun 30, 2025. Filed Sep 25, 2025.
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FY2025 · Filed Sep 25, 2025
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Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), that are designed to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.
In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2025 and determined that the disclosure controls and procedures were not effective at a reasonable assurance level as of that date.
Internal Control Over Financial Reporting
Management’s annual report on internal control over financial reporting. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), has assessed the effectiveness of our internal control over financial reporting as of June 30, 2025. In making this assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission inInternal Control—Integrated Framework (2013).
Based on the assessment using those criteria, management concluded that, as of June 30, 2025, our internal control over financial reporting was not effective due to a material control weakness related to inadequate formalization and documentation of internal control policies and procedures over key financial reporting processes.
We have formulated plans to address the above weakness by:
| - | engaging a qualified third-party internal audit firm to assist in designing, documenting, and testing our ICFR framework in accordance with SOX requirements; |
| - | implementing company-wide control policies and standardized procedures for transaction approvals, account reconciliations, and financial reporting cycles ; and |
| - | designating internal personnel to coordinate control execution, while ensuring proper oversight from our financial and management team. |
We will implement the above initiatives will as soon as practicable to address the identified weaknesses.
*Attestation report of the registered public accounting firm.*This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management’s report was not subject to attestation by our independent registered public accounting firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.
*Changes in internal control over financial reporting.*There were no changes in our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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