SOLITRON DEVICES INC

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rule 13a-15(f). Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance that the objectives of the control system are met and may not prevent or detect misstatements. In addition, any evaluation of the effectiveness of internal controls over financial reporting in future periods is subject to the risk that those internal controls may become inadequate because of a change in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (principal executive officer), Chief Operating Officer (principal operating executive) and the Chief Financial Officer (principal financial officer), the Company’s management conducted an evaluation of the effectiveness of its internal control over financial reporting as of February 28, 2025. In making this assessment, the Company’s management used the criteria set forth in the framework in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the evaluation conducted under the framework in “Internal Control – Integrated Framework (2013)”, the Company’s management concluded that the Company’s internal control over financial reporting was not effective as of February 28, 2025 due to the material weaknesses described below. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

The Company’s management determined that the following material weaknesses existed as of February 28, 2025. While the Company has implemented internal controls to address both issues, it is still evaluating these controls to confirm they are operating effectively as noted below.

This Management’s Report of Internal Control over Financial Reporting does not include an attestation report of our independent registered public accounting firm due to the exemption provisions established by the Securities and Exchange Commission for smaller reporting companies.

As of May 23, 2025, the Company’s Management has designed and implemented additional internal controls over the review and approval of the Company's financial statements, including journal entries and related account reconciliations, to address the control deficiency noted in this process. In addition, the Company has also segregated duties within the financial reporting department resulting in sufficient levels of review to alleviate this internal control deficiency. The changes made to remediate internal controls related to segregation of duties were implemented during the third quarter of fiscal year 2025, while steps to improve the review and approval of financial statements was added during the fourth quarter of fiscal year 2025.

The Company’s management believes the foregoing efforts will effectively remediate the material weakness after these controls have operated effectively for a reasonable period of time. As we continue to evaluate and work to improve our internal controls over financial reporting, management may take additional measures to address the material weakness or modify the remediation plan described above.

Solitron Devices, Inc.

May 23, 2025

Our Evaluation of Disclosure Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of its management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e), and 15d-15(e) as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our new disclosure controls and procedures were appropriately designed to remediate the material weaknesses described above under “Management’s Report on Internal Control over Financial Reporting”. However, based on the timing of when the controls were implemented, there was not sufficient evidence to test whether these controls were operating effectively as of February 28, 2025. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements or fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. However, giving full consideration to the material weaknesses and the remediation plan, the Company’s management has concluded that the Company’s financial statements included in this Annual Report fairly present, in all material respects, the Company’s financial condition and results of operations as of and for the year ended February 28, 2025.

Changes in Internal Control over Financial Reporting.

As noted above, the Company has implemented additional internal controls over financial reporting during the fourth quarter ended February 28, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.