RCM TECHNOLOGIES INC

The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

As of December 28, 2024, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on the foregoing, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Changes in Internal Control over Financial Reporting

As of December 30, 2023, the Company’s management identified a material weakness in the Company’s internal control over financial reporting related to the design and maintenance of information technology controls. Specifically, the material weakness pertained to deficiencies in (i) separation of duties within the SAP ERP and General Ledger, (ii) adequate restriction of administrator-type access to SAP, (iii) program change management controls, and (iv) user access controls to ensure appropriate segregation of duties and adequate restriction of user access to financial applications, programs, and data.

The Company’s management has since implemented a series of remediation measures to address these deficiencies. These measures included enhancing access controls, improving segregation of duties, strengthening program change management procedures, and implementing additional monitoring controls over IT system access and change management. As a result of these remediation efforts, the Company’s management has completed its evaluation and concluded that the previously identified material weakness has been successfully remediated as of December 28, 2024. The effectiveness of the Company’s internal control over financial reporting as of December 28, 2024, has been audited by Withum Smith+Brown, PC, an independent registered public accounting firm, as stated in this Form 10-K with the Financial Statements.

Management’s Annual Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the Company’s financial statements.

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.

Management’s Annual Report on Internal Control over Financial Reporting (Continued)

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024, based on the framework set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (the “2013 framework”). Based on that assessment, management concluded that, as of December 28, 2024, the Company’s internal control over financial reporting was effective based on the criteria established in the 2013 framework.

The Company’s independent registered public accounting firm, Withum Smith+Brown, PC, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 28, 2024. This report follows.