{"url_path":"/sec/bq/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1815021/0001213900-26-077593-index.html","accession_number":"0001213900-26-077593","cik":"0001815021","ticker":"BQ","issuer_name":"Boqii Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1815021/0001213900-26-077593-index.html","primary_entity_key":"0001815021","primary_entity_name":"Boqii Holding Ltd"},"word_count":870,"has_tables":true,"body_markdown":"**ITEM 15. CONTROLS AND PROCEDURES**\n\n** **\n\n**Disclosure Controls and Procedures**\n\n \n\nOur management, with the\nparticipation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure\ncontrols and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report,\nas required by Rule 13a-15(b) under the Exchange Act.\n\n \n\nBased upon that evaluation,\nour management has concluded that, as of March 31, 2026, due to the outstanding material weakness described below, our disclosure controls\nand procedures were not effective. We started to undertake steps to remediate the material weakness in our disclosure controls and procedures\nas set forth below under “*Internal Control over Financial Reporting*.”\n\n** **\n\n**Internal Control Over Financial Reporting**\n\n \n\nIn preparing our consolidated\nfinancial statements for the year ended March 31, 2026, we and our independent registered public accounting firm identified one material\nweakness in our internal control over financial reporting. As defined in the standards established by the PCAOB, a “material weakness”\nis a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility\nthat a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nThe material weakness identified\nis lack of sufficient documented financial closing policies and procedures, specifically those related to period end logistics expenses\ncut-off and accruals and vendor rebate accruals.\n\n \n\nWe are in the process of\nimplementing a number of measures to address this material weakness identified, including: (i) continuing to enhance accounting policies\nand closing procedures to improve the quality and accuracy of our period end financing closing process with respect to the preparation\nof U.S. GAAP financial statements, and (ii) enhancing segregation of responsibilities in financial decision-making processes so that no\nsingle executive will have unilateral authority to approve transactions that pose potential risks to the Company’s financial health\nor governance standards.\n\n \n\nThe process of designing\nand implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in\nour business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system\nthat is adequate to satisfy our reporting obligation. See “*Item 3. Key Information-3.D. Risk Factors-Risks Relating to Our Business\nand Industry-We have identified material weaknesses in our internal control over financial reporting for the year ended March 31, 2026.\nIf we fail to adequately remediate those weaknesses or otherwise develop and maintain an effective system of internal control over financial\nreporting, or if we experience additional material weaknesses in the future, we may be unable to accurately report our financial results\nor prevent fraud, or comply with the accounting and reporting requirements applicable to public companies, which may adversely affect\ninvestor confidence in us and the market price of our shares*.” and “*Item 3. Key Information-3.D. Risk Factors-Risks\nRelating to Our Business and Industry-If we fail to implement and maintain an effective system of internal control, we may be unable to\naccurately report our operating results, meet our reporting obligations or prevent fraud*.”\n\n \n\n131\n\n \n\n \n\n**Management’s Annual Report on Internal Control Over Financial\nReporting**\n\n \n\nOur management is responsible\nfor establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under\nthe Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c)\nof the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee\nof Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control\nover financial reporting was not effective as of March 31, 2026 due to the material weakness identified in our internal control over financial\nreporting as described above.\n\n \n\nBecause of its inherent limitations,\ninternal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness\nof our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because\nof changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.\n\n** **\n\n**Attestation Report of the Registered Public Accounting Firm**\n\n \n\nAs we completed our initial\npublic offering on October 2, 2020, we ceased to qualify as an emerging growth company as of March 31, 2026 under Section 404 of\nSarbanes-Oxley Act. We are currently not required to comply with the auditor attestation requirements of Section 404 for the fiscal year\nended December 31, 2025 because we are neither an accelerated filer nor a large accelerated filer, even though we are no longer be able\nto take advantage of the exemptions from reporting available to emerging growth companies absent other exemptions or relief available\nfrom the SEC.\n\n** **\n\n**Changes in Internal Control over Financial Reporting**\n\n \n\nOther than as described above,\nthere were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange\nAct) during the period covered by this annual report on Form 20-F that have materially affected, or that are reasonably likely to materially\naffect, our internal control over financial reporting."}