10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-31990

TEL-INSTRUMENT ELECTRONICS CORP.

(Exact name of registrant as specified in its charter)

New Jersey	22-1441806
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices)

(201) 933-1600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large, accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2024, there were 3,255,887 shares outstanding of the registrant’s common stock.

TEL-INSTRUMENT ELECTRONICS CORP.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
		Page
Item 1.	Unaudited Condensed Consolidated Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities.	25
Item 4.	Mine Safety Disclosures.	25
Item 5.	Other Information.	25
Item 6.	Exhibits.	26
Signatures		27

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			March 31,  2024
	(unaudited)
ASSETS
Current assets:
Cash	$	242,366		$	132,013
Accounts receivable, net		813,801			1,110,548
Inventories, net		4,989,908			5,411,644
Prepaid expenses and other current assets		205,649			214,161
Total current assets		6,251,724			6,868,366
Equipment and leasehold improvements, net		55,330			73,195
Operating lease right-of-use assets		1,220,431			1,324,463
Deferred tax asset, net		2,655,964			2,450,657
Other long-term assets		35,109			35,109
Total assets	$	10,218,558		$	10,751,790
LIABILITIES & STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,009,392		$	1,276,935
Accrued expenses ‐vacation pay, payroll and payroll withholdings		280,159			248,713
Deferred revenues - current portion		231,808			72,803
Operating lease liabilities – current portion		206,061			210,111
Accrued expenses - other		174,350			120,027
Line of credit		965,000			690,000
Promissory notes – related parties		120,500			-
Total current liabilities		2,987,270			2,618,589
Operating lease liabilities – long-term		1,014,370			1,114,352
Other long term liabilities		41,546			45,501
Deferred revenues – long-term		90,205			119,721
Total liabilities		4,133,391			3,898,163
Commitments and contingencies
Stockholders’ equity:
Preferred stock, 1,000,000 shares authorized, par value $0.10 per share
Preferred stock, 500,000 shares 8% Cumulative Series A Convertible Preferred authorized, issued and outstanding, respectively par value $0.10 per share		4,235,998			4,115,998
Preferred stock, 320,000 shares 8% Cumulative Series B Convertible Preferred authorized, 233,334 and 233,334 issued and outstanding, par value $0.10 per share		1,760,701			1,704,701
Preferred stock, 166,667 shares 8% Cumulative Series C Convertible Preferred authorized; 53,500 and 53,500 issued, and outstanding, par value $0.10 per share		348,055			335,215
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 and 3,255,887 shares issued and outstanding, respectively		325,586			325,586
Additional paid-in capital		6,194,131			6,379,085
Accumulated deficit		(6,779,304	)		(6,006,958	)
Total stockholders’ equity		6,085,167			6,853,627
Total liabilities and stockholders’ equity	$	10,218,558		$	10,751,790

See accompanying notes to unaudited condensed consolidated financial statements.

3

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Six Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023
Net sales	$	1,777,342		$	1,565,094		$	4,619,518		$	4,432,024
Cost of sales		1,570,402			1,205,610			3,666,676			2,777,990
Gross margin		206,940			359,484			952,842			1,654,034
Operating expenses:
Selling, general and administrative		550,468			521,070			1,092,808			1,105,928
Engineering, research, and development		656,086			317,715			787,724			607,155
Total operating expenses		1,206,554			838,785			1,880,532			1,713,083
Loss from operations		(999,614	)		(479,301	)		(927,690	)		(59,049	)
Other income (expense):
Interest income		-			12,320			11			51,609
Interest expense – judgement		-			(128,290	)		-			(198,535	)
Interest expense – other		(31,517	)		(13,133	)		(49,974	)		(26,587	)
Total other net (expense) income		(31,517	)		(129,103	)		(49,963	)		(173,513	)
Loss before income taxes		(1,031,131	)		(608,404	)		(977,653	)		(232,562	)
Income tax benefit		(216,537	)		(173,251	)		(205,307	)		(92,701	)
Net loss		(814,594	)		(435,153	)		(772,346	)		(139,861	)
Preferred dividends		(94,420	)		(82,708	)		(188,840	)		(162,708	)
Net loss attributable to common shareholders	$	(909,014	)	$	(517,861	)	$	(961,186	)	$	(302,569	)
Basic and Diluted net loss per common share	$	(0.28	)	$	(0.16	)	$	(0.30	)	$	(0.09	)
Weighted average shares outstanding:
Basic and Diluted		3,255,887			3,255,887			3,255,887			3,255,887

See accompanying notes to unaudited condensed consolidated financial statements.

4

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended September 30, 2024, and 2023

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at July 1, 2024		500,000	$	4,175,998		233,334	$	1,732,701		53,500	$	341,635		3,255,887	$	325,586	$	6,286,607		$	(5,964,710	)	$	6,897,817
8% Dividends on Preferred Stock		-		60,000		-		28,000		-		6,420		-		-		(94,420	)		-			-
Stock-based compensation		-		-		-		-		-		-		-		-		1,944			-			1,944
Net loss		-		-		-		-		-		-		-		-		-			(814,594	)		(814,594	)
Balances at September 30, 2024		500,000	$	4,235,998		233,334	$	1,760,701		53,500	$	348,055		3,255,887	$	325,586	$	6,194,131		$	(6,779,304	)	$	6,085,167

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at July 1, 2023		500,000	$	3,935,998		166,667	$	1,227,367		-		-		3,255,887	$	325,586	$	6,644,804		$	(6,053,557	)	$	6,080,198
8% Dividends on Preferred Stock		-		60,000		-		21,334		-		1,375		-		-		(82,709	)		-			-
Issuance of Series B and Series C Preferred Stock		-		-		66,667		400,000		53,500		321,000		-		-		-			-			721,000
Stock-based compensation		-		-		-		-		-		-		-		-		1,945			-			1,945
Net loss		-		-		-		-		-		-		-		-		-			(435,153	)		(435,153	)
Balances at September 30, 2023		500,000	$	3,995,998		233,334	$	1,648,701		53,500	$	322,375		3,255,887	$	325,586	$	6,564,040		$	(6,488,710	)	$	6,367,990

5

For the Six Months Ended September 30, 2024, and 2023

(Unaudited)

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2024		500,000	$	4,115,998		233,334	$	1,704,701		53,500	$	335,215		3,255,887	$	325,586	$	6,379,085		$	(6,006,958	)	$	6,853,627
8% Dividends on Preferred Stock		-		120,000		-		56,000		-		12,840		-		-		(188,840	)		-			-
Stock-based compensation		-		-		-		-		-		-		-		-		3,886			-			3,886
Net loss		-		-		-		-		-		-		-		-		-			(772,346	)		(772,346	)
Balances at September 30, 2024		500,000	$	4,235,998		233,334	$	1,760,701		53,500	$	348,055		3,255,887	$	325,586	$	6,194,131		$	(6,779,304	)	$	6,085,167

	Series A Convertible Preferred Stock				Series B Convertible Preferred Stock				Series C Convertible Preferred Stock				Common Stock
	# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		# of Shares Issued		Amount		Additional Paid-In Capital			Accumulated Deficit			Total
Balances at April 1, 2023		500,000	$	3,875,998		166,667	$	1,207,367		-		-		3,255,887	$	325,586	$	6,721,535		$	(6,348,849	)	$	5,781,637
8% Dividends on Preferred Stock		-		120,000		-		41,334		-		1,375		-		-		(162,709	)		-			-
Issuance of Series B and C Convertible Preferred Stock		-		-		66,667		400,000		53,500		321,000		-		-		-			-			721,000
Stock-based compensation		-		-		-		-		-		-		-		-		5,214			-			5,214
Net loss		-		-		-		-		-		-		-		-		-			(139,861	)		(139,861	)
Balances at September 30, 2023		500,000	$	3,995,998		233,334	$	1,648,701		53,500	$	322,375		3,255,887	$	325,586	$	6,564,040		$	(6,488,710	)	$	6,367,990

See accompanying notes to unaudited condensed consolidated financial statements.

6

TEL-INSTRUMENT ELECTRONICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended
	September 30, 2024			September 30, 2023
Cash flows from operating activities:
Net loss	$	(772,346	)	$	(139,861	)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred income taxes		(205,307	)		(92,701	)
Depreciation and amortization		17,865			24,325
Amortization of right of use assets		104,032			100,060
Provision (recovery) for inventory obsolescence		4,127			(5,132	)
Non-cash stock-based compensation		3,886			5,214
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		296,747			(40,945	)
Decrease (increase) in inventories		417,609			(511,589	)
Decrease in prepaid expenses and other current assets		8,512			583,951
(Decrease) increase in accounts payable		(267,543	)		313,639
Increase in accrued payroll, vacation pay and payroll taxes		31,446			67,723
Increase (decrease) in deferred revenues		129,489			(22,158	)
Decrease in operating lease liabilities		(104,032	)		(100,060	)
Decrease in other long term liabilities		(3,955	)		(3,955	)
Increase in accrued expenses - other		54,323			-
Decrease in accrued legal damages		-			(6,360,698	)
Net cash used by operating activities		(285,147	)		(6,182,187	)
Cash flows from investing activities:
Purchases of equipment		-			(32,352	)
Net cash used in investing activities		-			(32,352	)
Cash flows from financing activities:
Draw from line of credit		275,000			-
Proceeds from issuance of Preferred Stock		-			721,000
Proceeds from promissory notes-related parties		120,500			-
Net cash provided by financing activities		395,500			721,000
Net increase (decrease) in cash and restricted cash		110,353			(5,493,539	)
Cash and restricted cash at beginning of period		132,013			5,850,481
Cash and restricted cash at end of period	$	242,366		$	356,942
End of period
Cash	$	242,366		$	356,942
	$	242,366		$	356,942
Beginning of period
Cash	$	132,013		$	3,839,398
Restricted cash		-			2,011,083
	$	132,013		$	5,850,481
Supplemental cash flow information:
Taxes paid	$	-			-
Interest paid	$	44,743		$	26,587

See accompanying notes to unaudited condensed consolidated financial statements.

7

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Business, Organization and Liquidity

Business and Organization

Tel-Instrument Electronics Corp. (“Tel,” “TIC” or the “Company”) has been in business since 1947. The Company is a leading designer and manufacturer of avionics test and measurement instruments for the global, commercial air transport, general aviation, and government/military defense markets. Tel provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. The Company sells its equipment in both domestic and international markets. Tel continues to develop new products in anticipation of customers’ needs and to maintain its strong market position. Its development of multi-function testers has made it easier for customers to perform ramp tests with less operator training, fewer test sets, and lower product support costs. The Company has become a major manufacturer and supplier of Identification Friend or Foe (“IFF”) flight line test equipment over the last two decades.

The Company is publicly traded and was quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “TIKK.”

Liquidity

On September 30, 2024, the Company had positive working capital of $3,264,454 as compared to working capital of $4,249,777 on March 31, 2024. This included $242,366 of cash on hand and $813,801 of accounts receivable.

The Company had a $7.9 million sales backlog on September 30, 2024.

On September 18, 2024, Bank of America renewed the line of credit with a maturity date of July 31, 2025. The line of credit drawn upon was $965,000 and a balance of $35,000 remained available on September 30, 2024.

During June 2024, the Company’s CEO provided short term advances totaling $105,500. During July 2024, an additional $40,000 was provided in short term advances of which $25,000 was repaid during July 2024, with a balance owed as of September 30, 2024 of $120,500. The maturity date for the principal balances was July 31, 2024 in the event the lender submitted a written demand for repayment. This event did not occur, and the interest continues to accrue on the principal until paid off in full at a per annum rate of 16%. As of September 30, 2024 the accrued interest was $5,230.

The Company believes it has sufficient cash on hand and expected cash flow from operations for the next twelve months due to the increase in business and the opportunities we have included in our projections. Revenues and profits are expected to improve in second half of fiscal year 2025 due to the success of our SDR-OMNI product and the commencement of CRAFT ECP and MADL production.

Based on the foregoing, we believe that our expected cash flows from operations, and fulfillment of our $7.9 million open orders will be sufficient to operate in the normal course of business for next 12 months from the issuance date of these unaudited condensed consolidated financial statements.

Currently, the Company has no material future capital expenditure requirements.

8

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of September 30, 2024, the results of operations, change in stockholders’ equity and statements of cash flow for the six months ended September 30, 2024 and September 30, 2023. These results are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 2024 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the unaudited condensed consolidated financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the United States Securities and Exchange Commission (the “SEC”) on June 28, 2024 (the “Annual Report”).

Revenue Recognition

Under Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contacts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company accounts for revenue recognition in accordance with ASC 606.The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASC 606 defines a five-step process to achieve the core principle and, in doing so, it is possible more judgement and estimates may be required within the revenue recognition process than are currently in use.

The Company generates revenue from designing, manufacturing, and selling avionic tests and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. The Company also offers calibration and repair services for a wide range of airborne navigation and communication equipment.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each.

9

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Test Units/Sets

The Company develops and manufactures unit sets to test navigation and communication equipment, such as ramp testers and bench testers for equipment installed in aircraft and ground radios. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, which is usually at the time of shipment. Revenue on products is presented gross because the Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement and bears the risk of loss while the inventory is in-transit. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

When determining the transaction price of a contract, an adjustment is made if payment from the customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of September 30, 2024.

Replacement Parts

The Company offers replacement parts for test equipment, ramp testers, and bench testers. Similar to the sale of test units, the control of the product transfers at a point of time and therefore, revenue is recognized at the point in time when the obligation to the customer has been fulfilled.

Extended Warranties

The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years. Amounts received for warranties are recorded as deferred revenue and recognized as revenue ratably over the respective term of the agreements. As of September 30, 2024, $148,036 is expected to be recognized from remaining performance obligations for extended warranties as compared to $179,422 at March 31, 2024. For the three and six months ended September 30, 2024, the Company recognized revenue from extended warranties of $16,681 and $31,386, respectively, as compared to $32,580 and $66,586 of extended warranties from amounts that were included in Deferred Revenue for the three and six months ended September 30, 2023, respectively.

The following table provides a summary of the changes in deferred revenues for the six months ended September 30, 2024:

Deferred revenues at April 1, 2024	$	179,422
Revenue recognized for the six months ended September 30, 2024		(31,386	)
Deferred revenues at September 30, 2024	$	148,036

Other Deferred Revenues

The Company sometimes receives payments in advance of shipment. These amounts are classified as other deferred revenues. For the periods ended September 30, 2024, and March 31, 2024, the Company had other deferred revenues of $173,977 and $13,102, respectively.

10

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

Repair and Calibration Services

The Company offers repair and calibration services for units that are returned for annual calibrations and/or for repairs after the warranty period has expired. The Company repairs and calibrates a wide range of airborne navigation and communication equipment. Revenue is recognized at the time the repaired or calibrated unit is shipped back to the customer, as it is at this time that the work is completed.

Other

The majority of the Company’s revenues are from contracts with the U.S. government, airlines, aircraft manufacturers, domestic distributors, international distributors for sales to military and commercial customers, and other commercial customers. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Payments received prior to the delivery of units or services performed are recorded as deferred revenues. The Company applied the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. All sales are denominated in U.S. dollars. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. The Company chose to apply the available practical expedient as commission eligible sales orders are fulfilled within less than one year and commissions are generally paid by the Company within 30 days of the related sales order fulfillment.

Disaggregation of revenue

In the following tables, revenue is disaggregated by revenue category.

	For the Three Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	70,512	$	1,216,469
	$	70,512	$	1,216,469

The remainder of our revenues for the three months ended September 30, 2024, are derived from repairs and calibration of $386,242, replacement parts of $82,097, extended warranties of $14,705 and other net revenues of $7,317. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Three Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	77,125	$	1,108,426
	$	77,125	$	1,108,426

The remainder of our revenues for the three months ended September 30, 2023, are derived from repairs and calibration of $298,382, replacement parts of $41,893, extended warranties of $32,580 and other revenues of $6,688. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

11

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

	For the Six Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	257,214	$	3,591,330
	$	257,214	$	3,591,330

The remainder of our revenues for the six months ended September 30, 2024, are derived from repairs and calibration of $607,823, replacement parts of $123,943, extended warranties of $31,386 and other revenues of $7,822. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Six Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	486,084	$	3,086,238
	$	486,084	$	3,086,238

The remainder of our revenues for the six months ended September 30, 2023, are derived from repairs and calibration of $640,433, replacement parts of $139,190, extended warranties of $66,585 and other revenues of $13,494. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended September 30, 2024		For the Three Months Ended September 30, 2023
Geography
United States	$	1,438,289	$	1,352,734
International		339,053		212,360
Total	$	1,777,342	$	1,565,094

	For the Six Months Ended September 30, 2024		For the Six Months Ended September 30, 2023
Geography
United States	$	4,004,073	$	3,616,564
International		615,445		815,460
Total	$	4,619,518	$	4,432,024

For the three months ended September 30, 2024, three customers accounted for sales of $339,724 or 19%, $298,138 or 17% and $212,898 or 12%. For the six months ended September 30, 2024 three customers accounted for sales of $1,617,883, or 35%, $550,939 or 12%, and $477,800 or 10%.

For the three months ended September 30, 2023, two customers accounted for sales of $412,770 or 26%, and $366,127 or 23%.

For the six months ended September 30, 2023 one customer accounted for sales of $1,446,626, or 33%.

12

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Summary of Significant Accounting Policies (continued)

The Company, in addition to inside sales efforts, utilizes independent sales agents to sell its products to customers. A related party independent sales agent earned $21,821 and $31,847 in commissions for the three and six months ended September 30, 2024, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2024. The same related party independent sales agent earned $54,636 and $56,236 in commissions for the three and six months ended September 30, 2023, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2023.

New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. We are currently evaluating this guidance to determine the impact it may have on our consolidated financial statements related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2026, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

13

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

	September 30, 2024			March 31, 2024
Government	$	425,608		$	933,249
Commercial		396,763			185,869
Less: Allowance for credit losses		(8,570	)		(8,570	)
	$	813,801		$	1,110,548

Note 4 – Inventories, net

Inventories consist of:

	September 30, 2024			March 31, 2024
Purchased parts	$	2,840,623		$	2,835,120
Work-in-process		2,454,771			2,912,737
Finished Goods		83,483			48,630
Less: Inventory reserve		(388,969	)		(384,843	)
	$	4,989,908		$	5,411,644

Note 5 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of:

	September 30, 2024		March 31, 2024
Prepaid expenses	$	172,930	$	186,231
Deferred charges		27,719		27,719
Other receivables		5,000		211
	$	205,649	$	214,161

Note 6 – Equipment and Leasehold Improvements

Equipment and leasehold improvements consist of the following:

	September 30, 2024			March 31, 2024
Leasehold improvements	$	127,655		$	127,655
Machinery and equipment		1,931,831			1,931,831
Automobiles		23,712			23,712
Sales equipment		590,365			590,365
Assets under finance leases		637,189			637,189
Less: Accumulated depreciation & amortization		(3,255,422	)		(3,237,557	)
	$	55,330		$	73,195

Depreciation and amortization expense related to the assets above for the three months and six months ended September 30, 2024 was $9,030 and $17,865, respectively.  Depreciation and amortization expense for the three and six months ended September 30, 2023 was $12,274 and $24,325, respectively.

14

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 7 – Line of Credit

The Company has a line of credit with Bank of America with open availability up to $1,000,000 as of September 30, 2024, with monthly payments of interest only. The borrowing base calculation is tied to accounts receivable collateralized by substantially all of the assets of the Company.

As of September 30, 2024, and March 31, 2024, the outstanding balances were $965,000 and $690,000, respectively. The interest rate on September 30, 2024 was 9.55%.

On April 1, 2024 Bank of America extended the Company line of credit with a maturity date of July 31, 2024, in addition the line of credit cash limit amount was increased from $690,000 to $1,000,000. The Company line of credit was renewed by Bank of America, with a maturity of July 31, 2025. Under the amendment, interest on any outstanding balance is payable monthly at an annual interest rate equal to the Bank’s Prime Rate plus 1.05 percentage points and no less than 3.25%. The “Prime Rate” is the rate of interest publicly announced from time to time by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on various factors, including the Bank’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing loans.

Note 8 – Right of Use Assets and Operating Lease Liability

The Company leases its facility in East Rutherford, NJ with monthly payments of $21,237 until August 2025. Thereafter, monthly payments are $23,083 for the balance of the 8 year lease agreement expiring August 2029.

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. The Company used a discount rate of 3.90% for both September 30, 2024 and March 31, 2024. The weighted average remaining lease term is 4.92 years.

Right to use assets is summarized below:

	September 30, 2024			March 31, 2024
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(610,426	)		(506,394	)
Right to use assets, net	$	1,220,431		$	1,324,463

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2024:

Remaining payments in fiscal 2025	$	127,421
2026		267,767
2027		277,000
2028		277,000
2029		277,000
Thereafter		115,416
Total undiscounted future minimum lease payments		1,341,604
Less: Difference between undiscounted lease payments and discounted lease liabilities		(121,173	)
Present value of net minimum lease payments		1,220,431
Less current portion		(206,061	)
Operating lease liabilities – long-term	$	1,014,370

Total rent expense for the three and six months ended September 30, 2024 was $113,668 and $205,445, respectively, as compared to $102,923 and $205,734 for the three months and six months ended September 30, 2023, respectively.

15

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 9 – Stock Options Plans

The Board of Directors (the “Board”) adopted on January 18, 2017, and ratified by the shareholders at the Annual Meeting on January 18, 2017, the Company’s 2016 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive stock options, by a committee to be appointed by the Board (both the Board and the Committee are referred to herein as the “Committee”) to directors, officers, and employees (excluding directors and officers who are not employees) to purchase shares of the Common Stock of the Company, par value $0.10 per share (the “Stock”), in accordance with the terms and provisions. The 2016 Plan reserves for issuance, options to purchase up to 250,000 shares of its common stock. Options granted under the plan are exercisable up to a period of five years from the date of grant at an exercise price which is not less than the fair market value of the common stock at the date of grant, except to a shareholder owning 10% or more of the outstanding common stock of the Company, as to which the exercise price must be not less than 110% of the fair market value of the common stock at the date of grant. Options are exercisable on a cumulative basis, 20% at or after each of the first, second, and third anniversary of the grant and 40% after the fourth year anniversary.

The Company accounts for stock-based compensation in accordance with FASB ASC 718 which requires the measurement of stock-based compensation based on the fair value of the award on the date of grant. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, typically four years. The Company estimates the fair value of each option granted using the Black-Scholes option-pricing model.

The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table.  Expected volatilities are based on historical volatility of Common Stock.  The expected life of the options granted represents the period of time from date of grant to expiration (5 years).  The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant.  The per share weighted-average fair value of stock options granted for the quarter ended September 30, 2024 was $1.36 on the date of grant using the Black Scholes option-pricing model with the following assumptions:

	Dividend			Risk-free
	Yield			Interest rate			Volatility			Life
2025		0.00	%		3.73	%		66.79	%		5

There were no options granted in the prior fiscal year.

A summary of the status of the Company’s stock option plans for the fiscal year ended March 31, 2024, and year to date September 30, 2024, and changes during the year are presented below (in number of options):

	Number of Options			Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding options at April 1, 2024		99,000		$	3.13	0.78 years	$	-
Options granted		160,000		$	2.25
Options exercised		-		$	-
Options canceled/forfeited		(66,000	)	$	3.19
Outstanding options at September 30, 2024		193,000		$	2.38	4.3 years	$	104,000
Vested options at September 30, 2024		19,800		$	2.96	1.6 years	$	-

Remaining options available for grant were 57,000 as of September 30, 2024.

At September 30, 2024, the unamortized compensation expense for stock options was $212,794. Unamortized compensation expense is expected to be recognized over a weighted-average period of approximately 0.6 years.

For the three months ended September 30, 2024, the Company recorded stock compensation costs of $1,944, as compared to $1,945 for the three months ended September 30, 2023. The Company recorded stock compensation costs of $3,886 as compared to $5,214 for the six months ended September 30, 2023.

16

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 – Income Taxes

FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not have any unrecognized tax benefits.

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the Company’s deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. The Company had approximately $2.7 million in deferred tax assets at September 30, 2024 and approximately $2.5 million in deferred tax assets at March 31, 2024. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

Note 11 – Net Loss per Share

Net loss per share has been computed according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 260”), “Earnings per Share,” which requires a dual presentation of basic and diluted income per share (“EPS”). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS to common stockholders reflects the potential dilution that could occur if securities, including preferred stock and options, were converted into common stock. The dilutive effect of outstanding options is reflected in earnings per share by use of the treasury stock method. The dilutive effect of preferred stock is reflected in earnings per share by use of the if-converted method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation. For the three and six months ended September 30, 2024 and 2023, since the Company has a net loss attributable to common shareholders, the effect of common stock equivalents is anti-dilutive, and as such, common stock equivalents have been excluded from this calculation.

	Three Months Ended			Three Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(814,594	)	$	(435,153	)
Less: Preferred dividends		(94,420	)		(82,708	)
Net loss attributable to common shareholders		(909,014	)		(517,861	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.28	)	$	(0.16	)

	Six Months Ended			Six Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(772,346	)	$	(139,861	)
Less: Preferred dividends		(188,840	)		(162,708	)
Net loss attributable to common shareholders		(961,186	)		(302,569	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.30	)	$	(0.09	)

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share for the three months and six months ended:

	September 30, 2024		September 30, 2023
Convertible preferred stock		2,700,319		2,151,611
Stock options		193,000		99,000
		2,893,319		2,250,611

17

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12 – Segment Information

In accordance with FASB ASC 280, “Disclosures about Segments of an Enterprise and related information”, the Company determined it has two reportable segments - avionics government and avionics commercial. There are no inter-segment revenues.

The Company is organized primarily on the basis of its avionics products. The avionics government segment consists primarily of the design, manufacture, and sale of test equipment to the U.S. and foreign governments and militaries either directly or through distributors. The avionics commercial segment consists of design, manufacture, and sale of test equipment to domestic and foreign airlines, directly or through commercial distributors, and to general aviation repair and maintenance shops. The Company develops and designs test equipment for the avionics industry and as such, the Company’s products and designs cross segments.

Management evaluates the performance of its segments and allocates resources to them based on gross margin. The Company’s general and administrative costs and sales and marketing expenses, and engineering costs are not segment specific. As a result, all operating expenses are not managed on a segment basis. Net interest includes expenses on debt and income earned on cash balances, both maintained at the corporate level.

The tables below present information about reportable segments within the avionics business for the three and six months ended September 30, 2024, and 2023:

Three Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,216,469	$	560,873	$	1,777,342		$	-		$	1,777,342
Cost of sales		1,063,676		506,726		1,570,402			-			1,570,402
Gross margin		152,793		54,147		206,940			-			206,940
Total expenses						868,924			369,147			1,238,071
Loss before income taxes					$	(661,984	)	$	(369,147	)	$	(1,031,131	)

Three Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,108,425	$	456,669	$	1,565,094		$	-		$	1,565,094
Cost of sales		773,358		432,252		1,205,610			-			1,205,610
Gross margin		335,067		24,417		359,484			-			359,484
Total expenses						512,603			455,285			967,888
Loss before income taxes					$	(153,119	)	$	(455,285	)	$	(608,404	)

Six Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	3,591,329	$	1,028,189	$	4,619,518		$	-		$	4,619,518
Cost of sales		2,829,377		837,299		3,666,676			-			3,666,676
Gross margin		761,952		190,890		952,842			-			952,842
Total expenses						1,184,858			745,637			1,930,495
Loss before income taxes					$	(232,016	)	$	(745,637	)	$	(977,653	)

Six Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	3,086,237	$	1,345,787	$	4,432,024	$	-		$	4,432,024
Cost of sales		1,759,396		1,018,594		2,777,990		-			2,777,990
Gross margin		1,326,841		327,193		1,654,034		-			1,654,034
Total expenses						991,950		894,646			1,886,596
Income (loss) before income taxes					$	662,084	$	(894,646	)	$	(232,562	)

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

This Quarterly Report on Form 10-Q and other reports filed by the Company from time to time with the SEC (collectively the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “may,” “will,” “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management are intended to identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and we caution you that these statements are not guarantees of future performance or events and are subject to risks, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

The key factors that are not within the Company’s control and that may have a direct bearing on operating results include, but are not limited to, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry, as well as the risk factors identified in the Company’s filings.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our unaudited condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this report.

For purposes of this Quarterly Report, “Tel-Instrument,” “we,” “our,” “us,” or similar references refers to Tel-Instrument Electronics, Inc, unless the context requires otherwise.

Overview

Despite the increasing backlog of $7.9 million on September 30, 2024, TIC had three major component delays that prevented shipment of outstanding orders on our two main revenue drivers. This included an extensive delay in battery deliveries and one PCB for our CRAFT product which currently has $4 million of backlog. We were also unable to ship any SDR-OMNI test sets due to delays with a PCB supplier. We received the CRAFT test set parts at the end of the last fiscal quarter and are now actively building units. The SDR-OMNI PCB is expected to arrive in early November 2024. As such, we expect a significant improvement in revenues and profits for the second half of the fiscal year.

The Company reported net sales of $1,777,342 for the three months ended September 30, 2024, as compared to net sales of $1,565,094 for the same three month period in the prior fiscal year. The Company reported net sales of $4,619,518 for the six months ended September 30, 2024, as compared to net sales of $4,432,024 for the same six month period in the prior fiscal year.

Gross margin for the current quarter was $206,940 (12%) which is approximately 11 percentage points lower than the three months ended September 30, 2023 of $359,484 (23%). This was primarily attributable to increased fixed production costs being spread over decreased volumes. Gross margin for the current six months ended September 30, 2024 was $952,842 (21%) which is approximately 16 percentage points lower than the six months ended September 30, 2023 of $1,654,034 (37%). This is primarily attributable to the Navy Craft ECP margin true up as the program is nearing completion and engineering labor hours have exceeded our projections. Approximately $730,000 of Navy funding remains on this contract which should be completed in FY 2025. Once the development work is completed, production revenues of approximately $5 million per year are expected over a four-year period.

19

Overview (continued)

Net loss was $814,594 and $772,346 for the three and six months ended September 30, 2024, as compared to a loss of $435,153 and $139,861 for the same periods in the prior year, respectively. The net loss increased versus the prior year due to the CRAFT ECP costs increasing versus the forecasted levels.

Backlog orders on September 30, 2024, were $7.9 million compared to $7.2 million as of March 31, 2024. Backlog has increased since then due in part to the receipt of a $1.55 million order for the new MADL test set for the F-35 program.

The Company continues to pursue opportunities in the domestic and international market for our Mode 5 test sets. We continue to receive substantial orders from the U.S. Government and Northrup Grumman for our AN/USM-708 (“CRAFT”) Mode 5 and MADL test sets.

TIC has spent several years and millions of dollars in developing our ground-breaking SDR/OMNI and SDR-OMNI/MIL product which will address both the commercial market for transponder and navigation test sets as well as competing in the military secure comm test set market. The SDR/OMNI product line supports a wide frequency range to accommodate new commercial and military waveforms in an industry leading 4.5-pound package. This is approximately half the weight of competitive test sets. It is also the only new multi-purpose test set which meets the Class 1 military environmental specifications. It utilizes the latest touch screen technology and has the capability to replace all TIC commercial test sets and military flight-line test sets with one handheld product. The Company started initial production deliveries in December 2022. The Company recently received an order from Airbus for SDR-OMNI test sets to replace the obsolete test sets used in their world-wide manufacturing. This is a significant win as Airbus evaluated competitive products and selected the SDR-OMNI due to its faster speed and ease of use. In August 2024, the Company received a follow-on order from Airbus with additional orders expected. We have added a direct sales representative for the SDR-OMNI and are instituting a customer demo program which should allow us to significantly extend our sales reach for smaller customers. To our knowledge, every commercial customer that evaluates our test sets versus the competition has selected the SDR-OMNI.

TIC recently released the SDR-OMNI/MIL test set which adds SIF and TACAN test capability. The SDR-OMNI/MIL has received positive reviews from the U.S. DOD and international military customers. We have also received an NSN number which is needed to sell to the U.S. military. We have already received purchase orders from Italy, South Korea, Germany and from the U.S. DOD. This is designed to replace thousands of obsolete military test sets currently in use. This is expected to be a significant driver of both revenues and future profitability. There are several companies competing in this market space, but we believe that our SDR-OMNI/MIL design will be extremely competitive.

TIC is also exploring new avenues to broaden its product portfolio including designing a high frequency test set for the Lockheed Martin F-35 program. This contract takes advantage of our expertise in RF technology. This is a completely new market for TIC as it involves high frequency communication signals. TIC recently received a $1.55 million production contract with Northrup Grumman for the new MADL test set.

Results of Operations

Sales

Net sales increased $212,248 or 14% to $1,777,342 for the three months ended September 30, 2024, as compared to net sales of $1,565,094 for the same three month period in the prior fiscal year. Net sales increased $187,494 or 4% to $4,619,518 for the six months ended September 30, 2024, as compared to net sales of $4,432,024 for the same six month period in the prior fiscal year. The respective increases in sales were due to mix of product sale customer demand.

Gross Margin

Gross margin for the current quarter was $206,940 (12%) which is approximately 11 percentage points lower than the three months ended September 30, 2023 of $359,484 (23%). This was primarily attributable to increased fixed production costs being spread over decreased volumes due to parts issues for both the CRAFT and SDR-OMNI product lines. Gross margin for the current six months ended September 30, 2024 was $952,842 (21%) which is approximately 16 percentage points lower than the six months ended September 30, 2023 of $1,654,034 (37%). This is primarily attributable to the Navy Craft ECP margin true up as the program is nearing completion and engineering labor hours have exceeded our projections. Approximately $730,000 of Navy funding remains on this contract which should be completed in calendar year 2024. Once the development work is completed, production revenues of approximately $5 million per year are expected over a four-year period.

20

Overview (continued)

Operating Expenses

Selling, general and administrative expenses increased $29,398 (6%) to $550,468 and decreased $13,120 (1%) to $1,092,808 for the three and six months ended September 30, 2024, the three month increase of $29,398 included the addition of two salespeople during June 2024. Compared to $521,070 and $1,105,928, respectively for the three and six months ended September 30, 2023.

Engineering, research, and development expenses increased $338,371 (107%) to $656,086 and $180,569 (30%) to $787,724 for the three and six months ended September 30, 2024, as compared to $317,715 and $607,155 for the three and six months ended September 30, 2023, respectively. Total engineering expense increased primarily as a result of the Navy ECP Contract non-recurring engineering expenditures (“NRE”) which are reimbursed and reduced engineering costs engineering time and materials completed during June 2024, with no new customer funded engineering projects currently.

Loss from Operations

As a result of the above, the Company recorded a loss from operations of $999,614 and $927,690 for the three and six months ended September 30, 2024, as compared to a loss from operations of $479,301 and $59,049 for the three and six months ended September 30, 2023.

Other Expense, Net

Other net expense for the three and six months ended September 30, 2024 was $31,517 and $49,963, respectively. Consisting primarily of line of credit interest, as compared to the three and six months ended September 30, 2023, total other expense was $129,103 and $173,513, which was primarily a result of accrued interest related to the legal judgement that was settled in the prior fiscal year.

Loss before Income Taxes

The Company recorded a net loss before taxes of $1,031,131 and $977,653 for the three and six months ended September 30, 2024, as compared to net loss before taxes of $608,404 and $232,562 for the three and six months ended September 30, 2023.

Income Tax Benefit

For the three and six months ended September 30, 2024, the Company recorded income tax benefits of $216,537 and $205,307, and related increase in its deferred tax asset, as a result of the Company’s net loss respectively, as compared to income tax benefits of $173,251 and $92,701 for the three and six months ended September 30, 2023, respectively.

Net Loss

The Company recorded net loss of $814,594 and $772,346 for the three and six months ended September 30, 2024, as compared to net loss of $435,153 and $139,861 for the three and six months ended September 30, 2023.

21

Liquidity and Capital Resources

At September 30, 2024, the Company had net working capital of $3,264,454 as compared to working capital of $4,249,777 at March 31, 2024. This included $242,366 of cash on hand and $813,801 of accounts receivable.

The Company’s principal sources, and uses of funds were as follows:

Cash used in operating activities. For the six months ended September 30, 2024, $285,147 in cash from operations was used, as compared to the six months ended September 30, 2023, the Company used $6,182,187 which included $6,559,233 used for the settlement of the Aeroflex judgement.

Cash used in investing activities. For the six months ended September 30, 2024, the Company did not use any cash for purchases of equipment as compared to the six months ended September 30, 2023, the Company used $32,352.

Cash provided by financing activities. For the six months ended September 30, 2024, the Company provided $395,500 from funds received from the Bank of America line of credit $275,000 and short term related party loans $120,500 as compared to $721,000 funds provided for in the six months ended September 30, 2023 from issuance of Series B and C Preferred Stock.

The Bank of America line of credit was renewed, and the current line of credit matures July 31, 2025 with an available line of $1,000,000. As of September 30, 2024, $965,000 of the line of credit was used.

Moving forward, we believe that our expected cash flows from increased operations and increased accounts receivable payments will be sufficient to operate in the normal course of business for next 12 months from the issuance date of these unaudited condensed financial statements.

Currently, the Company has no material future capital expenditure requirements.

Off-Balance Sheet Arrangements

As of September 30, 2024, the Company had no off-balance sheet arrangements.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.

22

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this Item. We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are not designed at a reasonable assurance level and are not effective in providing reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC 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.

Management’s report on internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for our company. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, a company’s principal executive and principal financial officer and effected by the our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1.	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made in accordance with authorizations of management and directors of the company; and
3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible enhancements to controls and procedures.

Management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2024, based on the criteria in a framework developed by the Company’s management pursuant to and in compliance with the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, walkthroughs of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that our internal control over financial reporting was not effective as of September 30, 2024, because management identified that there was a lack of adherence to formal policies and procedures with inventory controls.

23

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

● Management personnel, including our Chief Accounting Officer, are overseeing the financial reporting process and implementation of enhanced controls and governance;

● Formation of an internal task team to enhance weaknesses over inventory movement, valuation, and internal controls.

Management is committed to maintaining a strong internal controls environment and implementing measures designed to help ensure that control deficiencies contributing to the material weakness are remediated as soon as possible. We have documented key procedures and controls using a risk-based approach and have, therefore, made progress toward remediation. We continue to implement our remediation plan, which includes continued engagement of an external financial consulting firm to enhance financial reporting and operations as well as design and implementation of controls. We will consider the material weakness remediated after the applicable controls operate for a sufficient period of time, and Management has concluded, through testing, that the controls are operating effectively.

(b) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting identified in connection with the evaluation referred to above that occurred during our last completed fiscal quarter that has materially negatively affected, or is reasonably likely to materially affect, our internal control over financial reporting. As discussed above, management has remediation plans that will be implemented during fiscal year 2025.

24

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities, or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

Item 1A. Risk Factors.

Not applicable because we are a smaller reporting company. Notwithstanding, we believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on June 28, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

There were no unregistered sales of the Company’s equity securities during the quarter ended September 30, 2024.

Item 3. Defaults upon Senior Securities.

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company during the quarter ending September 30, 2024.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

25

Item 6. Exhibits.

Exhibit No.	Description
31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema Document*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

* Filed herewith

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TEL-INSTRUMENT ELECTRONICS CORP.
Date: November 14, 2024	By:	/s/ Jeffrey C. O’Hara
	Name:	Jeffrey C. O’Hara
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: November 14, 2024	By:	/s/ Pauline Romeo
	Name:	Pauline Romeo
	Title:	Chief Accounting Officer (Principal Financial and Accounting Officer)

27

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey C. O’Hara, certify that:

1. I have reviewed this Form 10-Q of Tel-Instrument Electronics Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. Along with the Principal Financial Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Jeffrey C. O’Hara
		Jeffrey C. O’Hara
		Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Pauline Romeo, certify that:

1. I have reviewed this Form 10-Q of Tel-Instrument Electronics Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods present in this report;

4. Along with the Principal Executive Officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financing reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involved management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024	By:	/s/ Pauline Romeo
		Pauline Romeo
		Chief Accounting Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Tel-Instrument Electronics Corp. (the “Company”), on Form 10-Q for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Jeffrey C. O’Hara, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Jeffrey C. O’Hara
		Jeffrey C. O’Hara
		Chief Executive Officer (Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Tel-Instrument Electronics Corp. (the “Company”), on Form 10-Q for the quarter ended September 30, 2024, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Pauline Romeo, Chief Accounting Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) Such Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in such Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 14, 2024	By:	/s/ Pauline Romeo
		Pauline Romeo
		Chief Accounting Officer (Principal Financial and Accounting Officer)

XML

Cover - shares	6 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	TEL-INSTRUMENT ELECTRONICS CORP.
Entity Central Index Key	0000096885
Entity File Number	001-31990
Entity Tax Identification Number	22-1441806
Entity Incorporation, State or Country Code	NJ
Current Fiscal Year End Date	--03-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	One Branca Road
Entity Address, City or Town	East Rutherford
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07073
Entity Phone Fax Numbers [Line Items]
City Area Code	201
Local Phone Number	933-1600
Entity Listings [Line Items]
Title of 12(b) Security	N/A
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		3,255,887

XML

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Current assets:
Cash	$ 242,366	$ 132,013
Accounts receivable, net	813,801	1,110,548
Inventories, net	4,989,908	5,411,644
Prepaid expenses and other current assets	205,649	214,161
Total current assets	6,251,724	6,868,366
Equipment and leasehold improvements, net	55,330	73,195
Operating lease right-of-use assets	1,220,431	1,324,463
Deferred tax asset, net	2,655,964	2,450,657
Other long-term assets	35,109	35,109
Total assets	10,218,558	10,751,790
Current liabilities:
Accounts payable	1,009,392	1,276,935
Accrued expenses ‐vacation pay, payroll and payroll withholdings	280,159	248,713
Deferred revenues - current portion	231,808	72,803
Operating lease liabilities – current portion	206,061	210,111
Accrued expenses - other	174,350	120,027
Line of credit	965,000	690,000
Promissory notes – related parties	120,500	0
Total current liabilities	2,987,270	2,618,589
Operating lease liabilities – long-term	1,014,370	1,114,352
Other long term liabilities	41,546	45,501
Deferred revenues – long-term	90,205	119,721
Total liabilities	4,133,391	3,898,163
Commitments and contingencies	0	0
Stockholders’ equity:
Common stock, 7,000,000 shares authorized, par value $0.10 per share, 3,255,887 and 3,255,887 shares issued and outstanding, respectively	325,586	325,586
Additional paid-in capital	6,194,131	6,379,085
Accumulated deficit	(6,779,304)	(6,006,958)
Total stockholders’ equity	6,085,167	6,853,627
Total liabilities and stockholders’ equity	10,218,558	10,751,790
Series A Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	4,235,998	4,115,998
Series B Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	1,760,701	1,704,701
Series C Preferred Stock [Member]
Stockholders’ equity:
Preferred stock	$ 348,055	$ 335,215

XML

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	6 Months Ended	12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Common stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Common stock, shares issued	3,255,887	3,255,887
Common stock, shares outstanding	3,255,887	3,255,887
Common stock, shares authorized	7,000,000	7,000,000
Series A Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	500,000	500,000
Preferred stock, shares outstanding	500,000	500,000
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	500,000	500,000
Series B Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	233,334	233,334
Preferred stock, shares outstanding	233,334	233,334
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	320,000	320,000
Series C Preferred Stock [Member]
Preferred stock, par value (in Dollars per share)	$ 0.1	$ 0.1
Preferred stock, shares issued	53,500	53,500
Preferred stock, shares outstanding	53,500	53,500
Preferred stock, Cumulative Series Convertible Preferred	8.00%	8.00%
Preferred stock, shares authorized	166,667	166,667

XML

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net sales	$ 1,777,342	$ 1,565,094	$ 4,619,518	$ 4,432,024
Cost of sales	1,570,402	1,205,610	3,666,676	2,777,990
Gross margin	206,940	359,484	952,842	1,654,034
Operating expenses:
Selling, general and administrative	550,468	521,070	1,092,808	1,105,928
Engineering, research, and development	656,086	317,715	787,724	607,155
Total operating expenses	1,206,554	838,785	1,880,532	1,713,083
Loss from operations	(999,614)	(479,301)	(927,690)	(59,049)
Other income (expense):
Interest income	0	12,320	11	51,609
Interest expense – judgement	0	(128,290)	0	(198,535)
Interest expense – other	(31,517)	(13,133)	(49,974)	(26,587)
Total other net (expense) income	(31,517)	(129,103)	(49,963)	(173,513)
Loss before income taxes	(1,031,131)	(608,404)	(977,653)	(232,562)
Income tax benefit	(216,537)	(173,251)	(205,307)	(92,701)
Net loss	(814,594)	(435,153)	(772,346)	(139,861)
Preferred dividends	(94,420)	(82,708)	(188,840)	(162,708)
Net loss attributable to common shareholders	$ (909,014)	$ (517,861)	$ (961,186)	$ (302,569)
Basic and Diluted net loss per common share (in Dollars per share)	$ (0.28)	$ (0.16)	$ (0.3)	$ (0.09)
Basic and Diluted net loss per common share (in Dollars per share)	$ (0.28)	$ (0.16)	$ (0.3)	$ (0.09)
Weighted average shares outstanding:
Basic and Diluted (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887
Basic and Diluted (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887

XML

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Mar. 31, 2023	$ 3,875,998	$ 1,207,367		$ 325,586	$ 6,721,535	$ (6,348,849)	$ 5,781,637
Balance (in Shares) at Mar. 31, 2023	500,000	166,667		3,255,887
8% Dividends on Preferred Stock	$ 120,000	$ 41,334	$ 1,375		(162,709)		162,708
Issuance of Series B and Series C Preferred Stock		$ 400,000	$ 321,000				721,000
Issuance of Series B and Series C Preferred Stock (in Shares)		66,667	53,500
Stock-based compensation					5,214		5,214
Net loss						(139,861)	(139,861)
Balance at Sep. 30, 2023	$ 3,995,998	$ 1,648,701	$ 322,375	$ 325,586	6,564,040	(6,488,710)	6,367,990
Balance (in Shares) at Sep. 30, 2023	500,000	233,334	53,500	3,255,887
Balance at Jun. 30, 2023	$ 3,935,998	$ 1,227,367		$ 325,586	6,644,804	(6,053,557)	6,080,198
Balance (in Shares) at Jun. 30, 2023	500,000	166,667		3,255,887
8% Dividends on Preferred Stock	$ 60,000	$ 21,334	$ 1,375		(82,709)		82,708
Issuance of Series B and Series C Preferred Stock		$ 400,000	$ 321,000				721,000
Issuance of Series B and Series C Preferred Stock (in Shares)		66,667	53,500
Stock-based compensation					1,945		1,945
Net loss						(435,153)	(435,153)
Balance at Sep. 30, 2023	$ 3,995,998	$ 1,648,701	$ 322,375	$ 325,586	6,564,040	(6,488,710)	6,367,990
Balance (in Shares) at Sep. 30, 2023	500,000	233,334	53,500	3,255,887
Balance at Mar. 31, 2024	$ 4,115,998	$ 1,704,701	$ 335,215	$ 325,586	6,379,085	(6,006,958)	6,853,627
Balance (in Shares) at Mar. 31, 2024	500,000	233,334	53,500	3,255,887
8% Dividends on Preferred Stock	$ 120,000	$ 56,000	$ 12,840		(188,840)		188,840
Stock-based compensation					3,886		3,886
Net loss						(772,346)	(772,346)
Balance at Sep. 30, 2024	$ 4,235,998	$ 1,760,701	$ 348,055	$ 325,586	6,194,131	(6,779,304)	6,085,167
Balance (in Shares) at Sep. 30, 2024	500,000	233,334	53,500	3,255,887
Balance at Jun. 30, 2024	$ 4,175,998	$ 1,732,701	$ 341,635	$ 325,586	6,286,607	(5,964,710)	6,897,817
Balance (in Shares) at Jun. 30, 2024	500,000	233,334	53,500	3,255,887
8% Dividends on Preferred Stock	$ 60,000	$ 28,000	$ 6,420		(94,420)		94,420
Stock-based compensation					1,944		1,944
Net loss						(814,594)	(814,594)
Balance at Sep. 30, 2024	$ 4,235,998	$ 1,760,701	$ 348,055	$ 325,586	$ 6,194,131	$ (6,779,304)	$ 6,085,167
Balance (in Shares) at Sep. 30, 2024	500,000	233,334	53,500	3,255,887

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Condensed Consolidated Statements of Changes in Stockholders' Equity (Parentheticals)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Additional Paid-in Capital [Member]
Dividends on Preferred Stock	8.00%	8.00%	8.00%	8.00%

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Condensed Consolidated Statements of Cash Flows - USD ($)	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (772,346)	$ (139,861)
Adjustments to reconcile net loss to net cash used in operating activities
Deferred income taxes	(205,307)	(92,701)
Depreciation and amortization	17,865	24,325
Amortization of right of use assets	104,032	100,060
Provision (recovery) for inventory obsolescence	4,127	(5,132)
Non-cash stock-based compensation	3,886	5,214
Changes in assets and liabilities:
Decrease (increase) in accounts receivable	296,747	(40,945)
Decrease (increase) in inventories	417,609	(511,589)
Decrease in prepaid expenses and other current assets	8,512	583,951
(Decrease) increase in accounts payable	(267,543)	313,639
Increase in accrued payroll, vacation pay and payroll taxes	31,446	67,723
Increase (decrease) in deferred revenues	129,489	(22,158)
Decrease in operating lease liabilities	(104,032)	(100,060)
Decrease in other long term liabilities	(3,955)	(3,955)
Increase in accrued expenses - other	54,323	0
Decrease in accrued legal damages	0	(6,360,698)
Net cash used by operating activities	(285,147)	(6,182,187)
Cash flows from investing activities:
Purchases of equipment	0	(32,352)
Net cash used in investing activities	0	(32,352)
Cash flows from financing activities:
Draw from line of credit	275,000	0
Proceeds from issuance of Preferred Stock	0	721,000
Proceeds from promissory notes-related parties	120,500	0
Net cash provided by financing activities	395,500	721,000
Net increase (decrease) in cash and restricted cash	110,353	(5,493,539)
	132,013	5,850,481
Supplemental cash flow information:
Taxes paid	0	0
Interest paid	44,743	26,587
	242,366	356,942
Beginning of period
Cash	132,013	3,839,398
Restricted cash	0	2,011,083
End of period
Cash	$ 242,366	$ 356,942

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Business, Organization and Liquidity

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting [Text Block]

Note 1 – Business, Organization and Liquidity

Business and Organization

Tel-Instrument Electronics Corp. (“Tel,” “TIC” or the “Company”) has been in business since 1947. The Company is a leading designer and manufacturer of avionics test and measurement instruments for the global, commercial air transport, general aviation, and government/military defense markets. Tel provides instruments to test, measure, calibrate, and repair a wide range of airborne navigation and communication equipment. The Company sells its equipment in both domestic and international markets. Tel continues to develop new products in anticipation of customers’ needs and to maintain its strong market position. Its development of multi-function testers has made it easier for customers to perform ramp tests with less operator training, fewer test sets, and lower product support costs. The Company has become a major manufacturer and supplier of Identification Friend or Foe (“IFF”) flight line test equipment over the last two decades.

The Company is publicly traded and was quoted on the Over-the-Counter Market Place (“OTCQB”) under the symbol “TIKK.”

Liquidity

On September 30, 2024, the Company had positive working capital of $3,264,454 as compared to working capital of $4,249,777 on March 31, 2024. This included $242,366 of cash on hand and $813,801 of accounts receivable.

The Company had a $7.9 million sales backlog on September 30, 2024.

On September 18, 2024, Bank of America renewed the line of credit with a maturity date of July 31, 2025. The line of credit drawn upon was $965,000 and a balance of $35,000 remained available on September 30, 2024.

During June 2024, the Company’s CEO provided short term advances totaling $105,500. During July 2024, an additional $40,000 was provided in short term advances of which $25,000 was repaid during July 2024, with a balance owed as of September 30, 2024 of $120,500. The maturity date for the principal balances was July 31, 2024 in the event the lender submitted a written demand for repayment. This event did not occur, and the interest continues to accrue on the principal until paid off in full at a per annum rate of 16%. As of September 30, 2024 the accrued interest was $5,230.

The Company believes it has sufficient cash on hand and expected cash flow from operations for the next twelve months due to the increase in business and the opportunities we have included in our projections. Revenues and profits are expected to improve in second half of fiscal year 2025 due to the success of our SDR-OMNI product and the commencement of CRAFT ECP and MADL production.

Based on the foregoing, we believe that our expected cash flows from operations, and fulfillment of our $7.9 million open orders will be sufficient to operate in the normal course of business for next 12 months from the issuance date of these unaudited condensed consolidated financial statements.

Currently, the Company has no material future capital expenditure requirements.

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Summary of Significant Accounting Policies

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of September 30, 2024, the results of operations, change in stockholders’ equity and statements of cash flow for the six months ended September 30, 2024 and September 30, 2023. These results are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 2024 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the unaudited condensed consolidated financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the United States Securities and Exchange Commission (the “SEC”) on June 28, 2024 (the “Annual Report”).

Revenue Recognition

Under Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contacts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company accounts for revenue recognition in accordance with ASC 606.The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASC 606 defines a five-step process to achieve the core principle and, in doing so, it is possible more judgement and estimates may be required within the revenue recognition process than are currently in use.

The Company generates revenue from designing, manufacturing, and selling avionic tests and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. The Company also offers calibration and repair services for a wide range of airborne navigation and communication equipment.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each.

Test Units/Sets

The Company develops and manufactures unit sets to test navigation and communication equipment, such as ramp testers and bench testers for equipment installed in aircraft and ground radios. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, which is usually at the time of shipment. Revenue on products is presented gross because the Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement and bears the risk of loss while the inventory is in-transit. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

When determining the transaction price of a contract, an adjustment is made if payment from the customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of September 30, 2024.

Replacement Parts

The Company offers replacement parts for test equipment, ramp testers, and bench testers. Similar to the sale of test units, the control of the product transfers at a point of time and therefore, revenue is recognized at the point in time when the obligation to the customer has been fulfilled.

Extended Warranties

The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years. Amounts received for warranties are recorded as deferred revenue and recognized as revenue ratably over the respective term of the agreements. As of September 30, 2024, $148,036 is expected to be recognized from remaining performance obligations for extended warranties as compared to $179,422 at March 31, 2024. For the three and six months ended September 30, 2024, the Company recognized revenue from extended warranties of $16,681 and $31,386, respectively, as compared to $32,580 and $66,586 of extended warranties from amounts that were included in Deferred Revenue for the three and six months ended September 30, 2023, respectively.

The following table provides a summary of the changes in deferred revenues for the six months ended September 30, 2024:

Deferred revenues at April 1, 2024	$	179,422
Revenue recognized for the six months ended September 30, 2024		(31,386	)
Deferred revenues at September 30, 2024	$	148,036

Other Deferred Revenues

The Company sometimes receives payments in advance of shipment. These amounts are classified as other deferred revenues. For the periods ended September 30, 2024, and March 31, 2024, the Company had other deferred revenues of $173,977 and $13,102, respectively.

Repair and Calibration Services

The Company offers repair and calibration services for units that are returned for annual calibrations and/or for repairs after the warranty period has expired. The Company repairs and calibrates a wide range of airborne navigation and communication equipment. Revenue is recognized at the time the repaired or calibrated unit is shipped back to the customer, as it is at this time that the work is completed.

Other

The majority of the Company’s revenues are from contracts with the U.S. government, airlines, aircraft manufacturers, domestic distributors, international distributors for sales to military and commercial customers, and other commercial customers. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Payments received prior to the delivery of units or services performed are recorded as deferred revenues. The Company applied the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. All sales are denominated in U.S. dollars. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. The Company chose to apply the available practical expedient as commission eligible sales orders are fulfilled within less than one year and commissions are generally paid by the Company within 30 days of the related sales order fulfillment.

Disaggregation of revenue

In the following tables, revenue is disaggregated by revenue category.

	For the Three Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	70,512	$	1,216,469
	$	70,512	$	1,216,469

The remainder of our revenues for the three months ended September 30, 2024, are derived from repairs and calibration of $386,242, replacement parts of $82,097, extended warranties of $14,705 and other net revenues of $7,317. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Three Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	77,125	$	1,108,426
	$	77,125	$	1,108,426

The remainder of our revenues for the three months ended September 30, 2023, are derived from repairs and calibration of $298,382, replacement parts of $41,893, extended warranties of $32,580 and other revenues of $6,688. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Six Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	257,214	$	3,591,330
	$	257,214	$	3,591,330

The remainder of our revenues for the six months ended September 30, 2024, are derived from repairs and calibration of $607,823, replacement parts of $123,943, extended warranties of $31,386 and other revenues of $7,822. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Six Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	486,084	$	3,086,238
	$	486,084	$	3,086,238

The remainder of our revenues for the six months ended September 30, 2023, are derived from repairs and calibration of $640,433, replacement parts of $139,190, extended warranties of $66,585 and other revenues of $13,494. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended September 30, 2024		For the Three Months Ended September 30, 2023
Geography
United States	$	1,438,289	$	1,352,734
International		339,053		212,360
Total	$	1,777,342	$	1,565,094

	For the Six Months Ended September 30, 2024		For the Six Months Ended September 30, 2023
Geography
United States	$	4,004,073	$	3,616,564
International		615,445		815,460
Total	$	4,619,518	$	4,432,024

For the three months ended September 30, 2024, three customers accounted for sales of $339,724 or 19%, $298,138 or 17% and $212,898 or 12%. For the six months ended September 30, 2024 three customers accounted for sales of $1,617,883, or 35%, $550,939 or 12%, and $477,800 or 10%.

For the three months ended September 30, 2023, two customers accounted for sales of $412,770 or 26%, and $366,127 or 23%.

For the six months ended September 30, 2023 one customer accounted for sales of $1,446,626, or 33%.

The Company, in addition to inside sales efforts, utilizes independent sales agents to sell its products to customers. A related party independent sales agent earned $21,821 and $31,847 in commissions for the three and six months ended September 30, 2024, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2024. The same related party independent sales agent earned $54,636 and $56,236 in commissions for the three and six months ended September 30, 2023, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2023.

New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. We are currently evaluating this guidance to determine the impact it may have on our consolidated financial statements related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2026, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

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Accounts Receivable, net

6 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

	September 30, 2024			March 31, 2024
Government	$	425,608		$	933,249
Commercial		396,763			185,869
Less: Allowance for credit losses		(8,570	)		(8,570	)
	$	813,801		$	1,110,548

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Inventories, net

6 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

Note 4 – Inventories, net

Inventories consist of:

	September 30, 2024			March 31, 2024
Purchased parts	$	2,840,623		$	2,835,120
Work-in-process		2,454,771			2,912,737
Finished Goods		83,483			48,630
Less: Inventory reserve		(388,969	)		(384,843	)
	$	4,989,908		$	5,411,644

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Prepaid expenses and other current assets

6 Months Ended

Sep. 30, 2024

Disclosure Text Block Supplement [Abstract]

Other Current Assets [Text Block]

Note 5 – Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of:

	September 30, 2024		March 31, 2024
Prepaid expenses	$	172,930	$	186,231
Deferred charges		27,719		27,719
Other receivables		5,000		211
	$	205,649	$	214,161

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Equipment and Leasehold Improvements

6 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 6 – Equipment and Leasehold Improvements

Equipment and leasehold improvements consist of the following:

	September 30, 2024			March 31, 2024
Leasehold improvements	$	127,655		$	127,655
Machinery and equipment		1,931,831			1,931,831
Automobiles		23,712			23,712
Sales equipment		590,365			590,365
Assets under finance leases		637,189			637,189
Less: Accumulated depreciation & amortization		(3,255,422	)		(3,237,557	)
	$	55,330		$	73,195

Depreciation and amortization expense related to the assets above for the three months and six months ended September 30, 2024 was $9,030 and $17,865, respectively.  Depreciation and amortization expense for the three and six months ended September 30, 2023 was $12,274 and $24,325, respectively.

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Line of Credit

6 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 7 – Line of Credit

The Company has a line of credit with Bank of America with open availability up to $1,000,000 as of September 30, 2024, with monthly payments of interest only. The borrowing base calculation is tied to accounts receivable collateralized by substantially all of the assets of the Company.

As of September 30, 2024, and March 31, 2024, the outstanding balances were $965,000 and $690,000, respectively. The interest rate on September 30, 2024 was 9.55%.

On April 1, 2024 Bank of America extended the Company line of credit with a maturity date of July 31, 2024, in addition the line of credit cash limit amount was increased from $690,000 to $1,000,000. The Company line of credit was renewed by Bank of America, with a maturity of July 31, 2025. Under the amendment, interest on any outstanding balance is payable monthly at an annual interest rate equal to the Bank’s Prime Rate plus 1.05 percentage points and no less than 3.25%. The “Prime Rate” is the rate of interest publicly announced from time to time by the Bank as its Prime Rate. The Prime Rate is set by the Bank based on various factors, including the Bank’s costs and desired return, general economic conditions, and other factors, and is used as a reference point for pricing loans.

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Right of Use Assets and Operating Lease Liability

6 Months Ended

Sep. 30, 2024

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

Note 8 – Right of Use Assets and Operating Lease Liability

The Company leases its facility in East Rutherford, NJ with monthly payments of $21,237 until August 2025. Thereafter, monthly payments are $23,083 for the balance of the 8 year lease agreement expiring August 2029.

The Company's leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease. The Company estimated its incremental borrowing rate based on its credit quality, line of credit agreement and by comparing interest rates available in the market for similar borrowings. The Company used a discount rate of 3.90% for both September 30, 2024 and March 31, 2024. The weighted average remaining lease term is 4.92 years.

Right to use assets is summarized below:

	September 30, 2024			March 31, 2024
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(610,426	)		(506,394	)
Right to use assets, net	$	1,220,431		$	1,324,463

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2024:

Remaining payments in fiscal 2025	$	127,421
2026		267,767
2027		277,000
2028		277,000
2029		277,000
Thereafter		115,416
Total undiscounted future minimum lease payments		1,341,604
Less: Difference between undiscounted lease payments and discounted lease liabilities		(121,173	)
Present value of net minimum lease payments		1,220,431
Less current portion		(206,061	)
Operating lease liabilities – long-term	$	1,014,370

Total rent expense for the three and six months ended September 30, 2024 was $113,668 and $205,445, respectively, as compared to $102,923 and $205,734 for the three months and six months ended September 30, 2023, respectively.

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Stock Options Plans

6 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Share-Based Payment Arrangement [Text Block]

Note 9 – Stock Options Plans

The Board of Directors (the “Board”) adopted on January 18, 2017, and ratified by the shareholders at the Annual Meeting on January 18, 2017, the Company’s 2016 Stock Option Plan (the “Plan”). The Plan provides for the granting of incentive stock options, by a committee to be appointed by the Board (both the Board and the Committee are referred to herein as the “Committee”) to directors, officers, and employees (excluding directors and officers who are not employees) to purchase shares of the Common Stock of the Company, par value $0.10 per share (the “Stock”), in accordance with the terms and provisions. The 2016 Plan reserves for issuance, options to purchase up to 250,000 shares of its common stock. Options granted under the plan are exercisable up to a period of five years from the date of grant at an exercise price which is not less than the fair market value of the common stock at the date of grant, except to a shareholder owning 10% or more of the outstanding common stock of the Company, as to which the exercise price must be not less than 110% of the fair market value of the common stock at the date of grant. Options are exercisable on a cumulative basis, 20% at or after each of the first, second, and third anniversary of the grant and 40% after the fourth year anniversary.

The Company accounts for stock-based compensation in accordance with FASB ASC 718 which requires the measurement of stock-based compensation based on the fair value of the award on the date of grant. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, typically four years. The Company estimates the fair value of each option granted using the Black-Scholes option-pricing model.

The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table.  Expected volatilities are based on historical volatility of Common Stock.  The expected life of the options granted represents the period of time from date of grant to expiration (5 years).  The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant.  The per share weighted-average fair value of stock options granted for the quarter ended September 30, 2024 was $1.36 on the date of grant using the Black Scholes option-pricing model with the following assumptions:

	Dividend			Risk-free
	Yield			Interest rate			Volatility			Life
2025		0.00	%		3.73	%		66.79	%		5

There were no options granted in the prior fiscal year.

A summary of the status of the Company’s stock option plans for the fiscal year ended March 31, 2024, and year to date September 30, 2024, and changes during the year are presented below (in number of options):

	Number of Options			Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding options at April 1, 2024		99,000		$	3.13	0.78 years	$	-
Options granted		160,000		$	2.25
Options exercised		-		$	-
Options canceled/forfeited		(66,000	)	$	3.19
Outstanding options at September 30, 2024		193,000		$	2.38	4.3 years	$	104,000
Vested options at September 30, 2024		19,800		$	2.96	1.6 years	$	-

Remaining options available for grant were 57,000 as of September 30, 2024.

At September 30, 2024, the unamortized compensation expense for stock options was $212,794. Unamortized compensation expense is expected to be recognized over a weighted-average period of approximately 0.6 years.

For the three months ended September 30, 2024, the Company recorded stock compensation costs of $1,944, as compared to $1,945 for the three months ended September 30, 2023. The Company recorded stock compensation costs of $3,886 as compared to $5,214 for the six months ended September 30, 2023.

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Income Taxes

6 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 10 – Income Taxes

FASB ASC 740-10, “Accounting for Uncertainty in Income Taxes” (“ASC 740-10”) prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not have any unrecognized tax benefits.

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the Company’s deferred tax asset. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences reverse. The Company had approximately $2.7 million in deferred tax assets at September 30, 2024 and approximately $2.5 million in deferred tax assets at March 31, 2024. The Company recognizes the impact of an uncertain income tax position taken on its income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

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Net Loss per Share

6 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

Note 11 – Net Loss per Share

Net loss per share has been computed according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 260”), “Earnings per Share,” which requires a dual presentation of basic and diluted income per share (“EPS”). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS to common stockholders reflects the potential dilution that could occur if securities, including preferred stock and options, were converted into common stock. The dilutive effect of outstanding options is reflected in earnings per share by use of the treasury stock method. The dilutive effect of preferred stock is reflected in earnings per share by use of the if-converted method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation. For the three and six months ended September 30, 2024 and 2023, since the Company has a net loss attributable to common shareholders, the effect of common stock equivalents is anti-dilutive, and as such, common stock equivalents have been excluded from this calculation.

	Three Months Ended			Three Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(814,594	)	$	(435,153	)
Less: Preferred dividends		(94,420	)		(82,708	)
Net loss attributable to common shareholders		(909,014	)		(517,861	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.28	)	$	(0.16	)

	Six Months Ended			Six Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(772,346	)	$	(139,861	)
Less: Preferred dividends		(188,840	)		(162,708	)
Net loss attributable to common shareholders		(961,186	)		(302,569	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.30	)	$	(0.09	)

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share for the three months and six months ended:

	September 30, 2024		September 30, 2023
Convertible preferred stock		2,700,319		2,151,611
Stock options		193,000		99,000
		2,893,319		2,250,611

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Segment Information

6 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 12 – Segment Information

In accordance with FASB ASC 280, “Disclosures about Segments of an Enterprise and related information”, the Company determined it has two reportable segments - avionics government and avionics commercial. There are no inter-segment revenues.

The Company is organized primarily on the basis of its avionics products. The avionics government segment consists primarily of the design, manufacture, and sale of test equipment to the U.S. and foreign governments and militaries either directly or through distributors. The avionics commercial segment consists of design, manufacture, and sale of test equipment to domestic and foreign airlines, directly or through commercial distributors, and to general aviation repair and maintenance shops. The Company develops and designs test equipment for the avionics industry and as such, the Company’s products and designs cross segments.

Management evaluates the performance of its segments and allocates resources to them based on gross margin. The Company’s general and administrative costs and sales and marketing expenses, and engineering costs are not segment specific. As a result, all operating expenses are not managed on a segment basis. Net interest includes expenses on debt and income earned on cash balances, both maintained at the corporate level.

The tables below present information about reportable segments within the avionics business for the three and six months ended September 30, 2024, and 2023:

Three Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,216,469	$	560,873	$	1,777,342		$	-		$	1,777,342
Cost of sales		1,063,676		506,726		1,570,402			-			1,570,402
Gross margin		152,793		54,147		206,940			-			206,940
Total expenses						868,924			369,147			1,238,071
Loss before income taxes					$	(661,984	)	$	(369,147	)	$	(1,031,131	)

Three Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,108,425	$	456,669	$	1,565,094		$	-		$	1,565,094
Cost of sales		773,358		432,252		1,205,610			-			1,205,610
Gross margin		335,067		24,417		359,484			-			359,484
Total expenses						512,603			455,285			967,888
Loss before income taxes					$	(153,119	)	$	(455,285	)	$	(608,404	)

Six Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	3,591,329	$	1,028,189	$	4,619,518		$	-		$	4,619,518
Cost of sales		2,829,377		837,299		3,666,676			-			3,666,676
Gross margin		761,952		190,890		952,842			-			952,842
Total expenses						1,184,858			745,637			1,930,495
Loss before income taxes					$	(232,016	)	$	(745,637	)	$	(977,653	)

Six Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	3,086,237	$	1,345,787	$	4,432,024	$	-		$	4,432,024
Cost of sales		1,759,396		1,018,594		2,777,990		-			2,777,990
Gross margin		1,326,841		327,193		1,654,034		-			1,654,034
Total expenses						991,950		894,646			1,886,596
Income (loss) before income taxes					$	662,084	$	(894,646	)	$	(232,562	)

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Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (814,594)	$ (435,153)	$ (772,346)	$ (139,861)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Accounting Policies, by Policy (Policies)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of September 30, 2024, the results of operations, change in stockholders’ equity and statements of cash flow for the six months ended September 30, 2024 and September 30, 2023. These results are not necessarily indicative of the results to be expected for the full year. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 2024 balance sheet included herein was derived from the audited financial statements included in the Company’s Annual Report on Form 10-K as of that date. Accordingly, the unaudited condensed consolidated financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as filed with the United States Securities and Exchange Commission (the “SEC”) on June 28, 2024 (the “Annual Report”).

Revenue [Policy Text Block]

Revenue Recognition

Under Financial Accounting Standards Board (“FASB”) Topic 606, Revenue from Contacts with Customers (“ASC 606”), the Company recognizes revenue when the customer obtains control of promised goods or services, in an amount that reflects the consideration which is expected to be received in exchange for those goods or services. The Company recognizes revenue following the five-step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods and services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods or services promised within each contract and determines those that are performance obligations and assesses whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company accounts for revenue recognition in accordance with ASC 606.The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. The ASC 606 defines a five-step process to achieve the core principle and, in doing so, it is possible more judgement and estimates may be required within the revenue recognition process than are currently in use.

The Company generates revenue from designing, manufacturing, and selling avionic tests and measurement solutions for the global commercial air transport, general aviation, and government/military aerospace and defense markets. The Company also offers calibration and repair services for a wide range of airborne navigation and communication equipment.

Nature of goods and services

The following is a description of the products and services from which the Company generates revenue, as well as the nature, timing of satisfaction of performance obligations, and significant payment terms for each.

Test Units/Sets

The Company develops and manufactures unit sets to test navigation and communication equipment, such as ramp testers and bench testers for equipment installed in aircraft and ground radios. The Company recognizes revenue when the customer obtains control of the Company’s product based on the contractual shipping terms of the contract, which is usually at the time of shipment. Revenue on products is presented gross because the Company is primarily responsible for fulfilling the promise to provide the product, is responsible to ensure that the product is produced in accordance with the related supply agreement and bears the risk of loss while the inventory is in-transit. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to the customer. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines stand-alone selling prices based on the price at which the performance obligation is sold separately. If the stand-alone selling price is not observable through past transactions, the Company estimates the standalone selling price considering available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

When determining the transaction price of a contract, an adjustment is made if payment from the customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of September 30, 2024.

Replacement Parts

The Company offers replacement parts for test equipment, ramp testers, and bench testers. Similar to the sale of test units, the control of the product transfers at a point of time and therefore, revenue is recognized at the point in time when the obligation to the customer has been fulfilled.

Extended Warranties

The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years. Amounts received for warranties are recorded as deferred revenue and recognized as revenue ratably over the respective term of the agreements. As of September 30, 2024, $148,036 is expected to be recognized from remaining performance obligations for extended warranties as compared to $179,422 at March 31, 2024. For the three and six months ended September 30, 2024, the Company recognized revenue from extended warranties of $16,681 and $31,386, respectively, as compared to $32,580 and $66,586 of extended warranties from amounts that were included in Deferred Revenue for the three and six months ended September 30, 2023, respectively.

The following table provides a summary of the changes in deferred revenues for the six months ended September 30, 2024:

Deferred revenues at April 1, 2024	$	179,422
Revenue recognized for the six months ended September 30, 2024		(31,386	)
Deferred revenues at September 30, 2024	$	148,036

Other Deferred Revenues

The Company sometimes receives payments in advance of shipment. These amounts are classified as other deferred revenues. For the periods ended September 30, 2024, and March 31, 2024, the Company had other deferred revenues of $173,977 and $13,102, respectively.

Repair and Calibration Services

The Company offers repair and calibration services for units that are returned for annual calibrations and/or for repairs after the warranty period has expired. The Company repairs and calibrates a wide range of airborne navigation and communication equipment. Revenue is recognized at the time the repaired or calibrated unit is shipped back to the customer, as it is at this time that the work is completed.

Other

The majority of the Company’s revenues are from contracts with the U.S. government, airlines, aircraft manufacturers, domestic distributors, international distributors for sales to military and commercial customers, and other commercial customers. The contracts with the U.S. government typically are subject to the Federal Acquisition Regulation (“FAR”) which provides guidance on the types of costs that are allowable in establishing prices for goods and services provided under U.S. government contracts. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within a range from 30 to 60 days, or in certain cases, up-front deposits. In circumstances where the timing of revenue recognition differs from the timing of invoicing, the Company has determined that the Company's contracts generally do not include a significant financing component. Payments received prior to the delivery of units or services performed are recorded as deferred revenues. The Company applied the practical expedient to account for shipping and handling activities as fulfillment cost rather than as a separate performance obligation. Shipping and handling costs charged to customers are classified as sales, and the shipping and handling costs incurred are included in cost of sales. All sales are denominated in U.S. dollars. The Company excludes from revenues all taxes assessed by a governmental authority that are imposed on the sale of its products and collected from customers. The Company chose to apply the available practical expedient as commission eligible sales orders are fulfilled within less than one year and commissions are generally paid by the Company within 30 days of the related sales order fulfillment.

Disaggregation of revenue

In the following tables, revenue is disaggregated by revenue category.

	For the Three Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	70,512	$	1,216,469
	$	70,512	$	1,216,469

The remainder of our revenues for the three months ended September 30, 2024, are derived from repairs and calibration of $386,242, replacement parts of $82,097, extended warranties of $14,705 and other net revenues of $7,317. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Three Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	77,125	$	1,108,426
	$	77,125	$	1,108,426

The remainder of our revenues for the three months ended September 30, 2023, are derived from repairs and calibration of $298,382, replacement parts of $41,893, extended warranties of $32,580 and other revenues of $6,688. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Six Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	257,214	$	3,591,330
	$	257,214	$	3,591,330

The remainder of our revenues for the six months ended September 30, 2024, are derived from repairs and calibration of $607,823, replacement parts of $123,943, extended warranties of $31,386 and other revenues of $7,822. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

	For the Six Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	486,084	$	3,086,238
	$	486,084	$	3,086,238

The remainder of our revenues for the six months ended September 30, 2023, are derived from repairs and calibration of $640,433, replacement parts of $139,190, extended warranties of $66,585 and other revenues of $13,494. We do not disaggregate these revenue streams as they are not deemed an important element related to how management operates the business between segments.

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended September 30, 2024		For the Three Months Ended September 30, 2023
Geography
United States	$	1,438,289	$	1,352,734
International		339,053		212,360
Total	$	1,777,342	$	1,565,094

	For the Six Months Ended September 30, 2024		For the Six Months Ended September 30, 2023
Geography
United States	$	4,004,073	$	3,616,564
International		615,445		815,460
Total	$	4,619,518	$	4,432,024

For the three months ended September 30, 2024, three customers accounted for sales of $339,724 or 19%, $298,138 or 17% and $212,898 or 12%. For the six months ended September 30, 2024 three customers accounted for sales of $1,617,883, or 35%, $550,939 or 12%, and $477,800 or 10%.

For the three months ended September 30, 2023, two customers accounted for sales of $412,770 or 26%, and $366,127 or 23%.

For the six months ended September 30, 2023 one customer accounted for sales of $1,446,626, or 33%.

The Company, in addition to inside sales efforts, utilizes independent sales agents to sell its products to customers. A related party independent sales agent earned $21,821 and $31,847 in commissions for the three and six months ended September 30, 2024, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2024. The same related party independent sales agent earned $54,636 and $56,236 in commissions for the three and six months ended September 30, 2023, respectively. The sales agent earned $9,000 and $18,000 for sales and marketing assistance for the three and six months ended September 30, 2023.

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting: Improvements to Reportable Segment Disclosures”. This guidance expands public entities segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied retrospectively to all prior periods presented in an entity’s financial statements. We are currently evaluating this guidance to determine the impact it may have on our consolidated financial statements related disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about our effective tax rate reconciliation as well as information on income taxes paid. The guidance will first be effective in our annual disclosures for the year ending December 31, 2026, and should be applied on a prospective basis with the option to apply retrospectively. Early adoption is permitted. The Company is in the process of assessing the impact of ASU 2023-09 on our disclosures.

No other recently issued accounting pronouncements had or are expected to have a material impact on the Company’s unaudited condensed consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Deferred Revenue, by Arrangement, Disclosure [Table Text Block]

The following table provides a summary of the changes in deferred revenues for the six months ended September 30, 2024:

Deferred revenues at April 1, 2024	$	179,422
Revenue recognized for the six months ended September 30, 2024		(31,386	)
Deferred revenues at September 30, 2024	$	148,036

Disaggregation of Revenue [Table Text Block]

In the following tables, revenue is disaggregated by revenue category.

	For the Three Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	70,512	$	1,216,469
	$	70,512	$	1,216,469

	For the Three Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units & Engineering	$	77,125	$	1,108,426
	$	77,125	$	1,108,426

	For the Six Months Ended September 30, 2024
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	257,214	$	3,591,330
	$	257,214	$	3,591,330

	For the Six Months Ended September 30, 2023
	Commercial		Government
Sales Distribution
Test Units and Engineering	$	486,084	$	3,086,238
	$	486,084	$	3,086,238

Revenue from External Customers by Geographic Areas [Table Text Block]

In the following table, revenue is disaggregated by geography.

	For the Three Months Ended September 30, 2024		For the Three Months Ended September 30, 2023
Geography
United States	$	1,438,289	$	1,352,734
International		339,053		212,360
Total	$	1,777,342	$	1,565,094

	For the Six Months Ended September 30, 2024		For the Six Months Ended September 30, 2023
Geography
United States	$	4,004,073	$	3,616,564
International		615,445		815,460
Total	$	4,619,518	$	4,432,024

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Accounts Receivable, net (Tables)

6 Months Ended

Sep. 30, 2024

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

The following table sets forth the components of accounts receivable:

	September 30, 2024			March 31, 2024
Government	$	425,608		$	933,249
Commercial		396,763			185,869
Less: Allowance for credit losses		(8,570	)		(8,570	)
	$	813,801		$	1,110,548

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Inventories, net (Tables)

6 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventories consist of:

	September 30, 2024			March 31, 2024
Purchased parts	$	2,840,623		$	2,835,120
Work-in-process		2,454,771			2,912,737
Finished Goods		83,483			48,630
Less: Inventory reserve		(388,969	)		(384,843	)
	$	4,989,908		$	5,411,644

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Prepaid expenses and other current assets (Tables)

6 Months Ended

Sep. 30, 2024

Disclosure Text Block Supplement [Abstract]

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

Prepaid expenses and other current assets consist of:

	September 30, 2024		March 31, 2024
Prepaid expenses	$	172,930	$	186,231
Deferred charges		27,719		27,719
Other receivables		5,000		211
	$	205,649	$	214,161

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Equipment and Leasehold Improvements (Tables)

6 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment [Table Text Block]

Equipment and leasehold improvements consist of the following:

	September 30, 2024			March 31, 2024
Leasehold improvements	$	127,655		$	127,655
Machinery and equipment		1,931,831			1,931,831
Automobiles		23,712			23,712
Sales equipment		590,365			590,365
Assets under finance leases		637,189			637,189
Less: Accumulated depreciation & amortization		(3,255,422	)		(3,237,557	)
	$	55,330		$	73,195

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Right of Use Assets and Operating Lease Liability (Tables)

6 Months Ended

Sep. 30, 2024

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

Right to use assets is summarized below:

	September 30, 2024			March 31, 2024
Right to use asset	$	1,830,857		$	1,830,857
Less: Accumulated amortization		(610,426	)		(506,394	)
Right to use assets, net	$	1,220,431		$	1,324,463

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

The following table reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under non-cancelable operating leases with terms of more than one year to the total lease liabilities recognized on the unaudited condensed consolidated balance sheet as of September 30, 2024:

Remaining payments in fiscal 2025	$	127,421
2026		267,767
2027		277,000
2028		277,000
2029		277,000
Thereafter		115,416
Total undiscounted future minimum lease payments		1,341,604
Less: Difference between undiscounted lease payments and discounted lease liabilities		(121,173	)
Present value of net minimum lease payments		1,220,431
Less current portion		(206,061	)
Operating lease liabilities – long-term	$	1,014,370

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Stock Options Plans (Tables)

6 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair value of each option awarded is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table.  Expected volatilities are based on historical volatility of Common Stock.  The expected life of the options granted represents the period of time from date of grant to expiration (5 years).  The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant.  The per share weighted-average fair value of stock options granted for the quarter ended September 30, 2024 was $1.36 on the date of grant using the Black Scholes option-pricing model with the following assumptions:

	Dividend			Risk-free
	Yield			Interest rate			Volatility			Life
2025		0.00	%		3.73	%		66.79	%		5

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

A summary of the status of the Company’s stock option plans for the fiscal year ended March 31, 2024, and year to date September 30, 2024, and changes during the year are presented below (in number of options):

	Number of Options			Average Exercise Price		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding options at April 1, 2024		99,000		$	3.13	0.78 years	$	-
Options granted		160,000		$	2.25
Options exercised		-		$	-
Options canceled/forfeited		(66,000	)	$	3.19
Outstanding options at September 30, 2024		193,000		$	2.38	4.3 years	$	104,000
Vested options at September 30, 2024		19,800		$	2.96	1.6 years	$	-

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Net Loss per Share (Tables)

6 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Net loss per share has been computed according to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC 260”), “Earnings per Share,” which requires a dual presentation of basic and diluted income per share (“EPS”). Basic EPS represents net loss divided by the weighted average number of common shares outstanding during a reporting period. Diluted EPS to common stockholders reflects the potential dilution that could occur if securities, including preferred stock and options, were converted into common stock. The dilutive effect of outstanding options is reflected in earnings per share by use of the treasury stock method. The dilutive effect of preferred stock is reflected in earnings per share by use of the if-converted method. In applying the treasury stock method for stock-based compensation arrangements, the assumed proceeds are computed as the sum of the amount the employee must pay upon exercise and the amounts of average unrecognized compensation. For the three and six months ended September 30, 2024 and 2023, since the Company has a net loss attributable to common shareholders, the effect of common stock equivalents is anti-dilutive, and as such, common stock equivalents have been excluded from this calculation.

	Three Months Ended			Three Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(814,594	)	$	(435,153	)
Less: Preferred dividends		(94,420	)		(82,708	)
Net loss attributable to common shareholders		(909,014	)		(517,861	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.28	)	$	(0.16	)

	Six Months Ended			Six Months Ended
	September 30, 2024			September 30, 2023
Basic and diluted net loss per share computation:
Net loss	$	(772,346	)	$	(139,861	)
Less: Preferred dividends		(188,840	)		(162,708	)
Net loss attributable to common shareholders		(961,186	)		(302,569	)
Weighted-average common shares outstanding		3,255,887			3,255,887
Basic and diluted net loss per share	$	(0.30	)	$	(0.09	)

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The following table summarizes securities that, if exercised, would have an anti-dilutive effect on earnings per share for the three months and six months ended:

	September 30, 2024		September 30, 2023
Convertible preferred stock		2,700,319		2,151,611
Stock options		193,000		99,000
		2,893,319		2,250,611

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Segment Information (Tables)

6 Months Ended

Sep. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The tables below present information about reportable segments within the avionics business for the three and six months ended September 30, 2024, and 2023:

Three Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,216,469	$	560,873	$	1,777,342		$	-		$	1,777,342
Cost of sales		1,063,676		506,726		1,570,402			-			1,570,402
Gross margin		152,793		54,147		206,940			-			206,940
Total expenses						868,924			369,147			1,238,071
Loss before income taxes					$	(661,984	)	$	(369,147	)	$	(1,031,131	)

Three Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	1,108,425	$	456,669	$	1,565,094		$	-		$	1,565,094
Cost of sales		773,358		432,252		1,205,610			-			1,205,610
Gross margin		335,067		24,417		359,484			-			359,484
Total expenses						512,603			455,285			967,888
Loss before income taxes					$	(153,119	)	$	(455,285	)	$	(608,404	)

Six Months Ended September 30, 2024	Avionics Government		Avionics Commercial		Avionics Total			Corporate Items			Total
Net sales	$	3,591,329	$	1,028,189	$	4,619,518		$	-		$	4,619,518
Cost of sales		2,829,377		837,299		3,666,676			-			3,666,676
Gross margin		761,952		190,890		952,842			-			952,842
Total expenses						1,184,858			745,637			1,930,495
Loss before income taxes					$	(232,016	)	$	(745,637	)	$	(977,653	)

Six Months Ended September 30, 2023	Avionics Government		Avionics Commercial		Avionics Total		Corporate Items			Total
Net sales	$	3,086,237	$	1,345,787	$	4,432,024	$	-		$	4,432,024
Cost of sales		1,759,396		1,018,594		2,777,990		-			2,777,990
Gross margin		1,326,841		327,193		1,654,034		-			1,654,034
Total expenses						991,950		894,646			1,886,596
Income (loss) before income taxes					$	662,084	$	(894,646	)	$	(232,562	)

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Business, Organization and Liquidity (Details) - USD ($)	1 Months Ended		6 Months Ended
	Jul. 31, 2024	Jun. 30, 2024	Sep. 30, 2024	Apr. 01, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023
Business, Organization and Liquidity (Details) [Line Items]
Working Capital			$ 3,264,454		$ 4,249,777
Cash and Cash Equivalents, at Carrying Value			242,366		132,013	$ 356,942	$ 3,839,398
Accounts Receivable, after Allowance for Credit Loss			813,801
Backlog			7,900,000
Long-Term Line of Credit			$ 965,000		690,000
Debt Instrument, Interest Rate During Period			16.00%
Debt Instrument, Increase, Accrued Interest			$ 5,230
Chief Executive Officer [Member]
Business, Organization and Liquidity (Details) [Line Items]
Proceeds from Short-Term Debt	$ 40,000	$ 105,500
Repayments of Short-Term Debt	$ 25,000
Short-Term Debt			120,500
Line of Credit [Member]
Business, Organization and Liquidity (Details) [Line Items]
Long-Term Line of Credit			$ 35,000	$ 1,000,000	$ 690,000

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Summary of Significant Accounting Policies (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Summary of Significant Accounting Policies (Details) [Line Items]
Extended Product Warranty Description			The extended warranties sold by the Company provide a level of assurance beyond the coverage for defects that existed at the time of a sale or against certain types of covered damage with coverage terms ranging from 2 to 7 years.
Extended Product Warranty Accrual	$ 148,036		$ 148,036		$ 179,422
Recognition of Deferred Revenue	16,681	$ 32,580	31,386	$ 66,586
Deferred Revenue	173,977		173,977		$ 13,102
Revenues	1,777,342	1,565,094	4,619,518	4,432,024
Payments for Commissions	21,821	54,636	31,847	56,236
Repairs and Calibration [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	386,242	298,382	607,823	640,433
Replacement Parts [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	82,097	41,893	123,943	139,190
Extended Warranty [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	14,705	32,580	31,386	66,585
Other Revenue [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	7,317	6,688	7,822	13,494
Sales and Marketing Assistance [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Payments for Commissions	9,000	9,000	18,000	18,000
Customer Concentration Risk [Member] | Customer One [Member] | Revenue Benchmark [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 339,724	$ 412,770	$ 1,617,883	$ 1,446,626
Concentration Risk, Percentage	19.00%	26.00%	35.00%	33.00%
Customer Concentration Risk [Member] | Customer Two [Member] | Revenue Benchmark [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 298,138	$ 366,127	$ 550,939
Concentration Risk, Percentage	17.00%	23.00%	12.00%
Customer Concentration Risk [Member] | Customer Three [Member] | Revenue Benchmark [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Revenues	$ 212,898		$ 477,800
Concentration Risk, Percentage	12.00%		10.00%

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Summary of Significant Accounting Policies (Details) - Deferred Revenue, by Arrangement, Disclosure	6 Months Ended
	Sep. 30, 2024 USD ($)
Deferred Revenue By Arrangement Disclosure Abstract
Deferred revenues related to extended warrants	$ 179,422
Revenue recognized	(31,386)
Deferred revenues related to extended warrants	$ 148,036

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Summary of Significant Accounting Policies (Details) - Disaggregation of Revenue - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Commercial Customers [Member]
Sales Distribution
Revenues	$ 70,512	$ 77,125	$ 257,214	$ 486,084
Commercial Customers [Member] | Test Units & Engineering [Member]
Sales Distribution
Revenues	70,512	77,125	257,214	486,084
U.S. Government [Member]
Sales Distribution
Revenues	1,216,469	1,108,426	3,591,330	3,086,238
U.S. Government [Member] | Test Units & Engineering [Member]
Sales Distribution
Revenues	$ 1,216,469	$ 1,108,426	$ 3,591,330	$ 3,086,238

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Summary of Significant Accounting Policies (Details) - Revenue from External Customers by Geographic Areas - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Geography
Revenues	$ 1,777,342	$ 1,565,094	$ 4,619,518	$ 4,432,024
UNITED STATES
Geography
Revenues	1,438,289	1,352,734	4,004,073	3,616,564
INTERNATIONAL
Geography
Revenues	$ 339,053	$ 212,360	$ 615,445	$ 815,460

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Accounts Receivable, net (Details) - Schedule of Accounts, Notes, Loans and Financing Receivable - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Accounts, Notes, Loans and Financing Receivable [Line Items]
Less: Allowance for credit loss	$ (8,570)	$ (8,570)
Total	813,801	1,110,548
Government Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable	425,608	933,249
Commercial Receivables [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable	$ 396,763	$ 185,869

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Inventories, net (Details) - Schedule of Inventory, Current - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Schedule Of Inventory Current Abstract
Purchased parts	$ 2,840,623	$ 2,835,120
Work-in-process	2,454,771	2,912,737
Finished Goods	83,483	48,630
Less: Allowance for obsolete inventory	(388,969)	(384,843)
Inventory, net	$ 4,989,908	$ 5,411,644

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Prepaid expenses and other current assets (Details) - Deferred Costs, Capitalized, Prepaid, and Other Assets - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Deferred Costs Capitalized Prepaid And Other Assets Abstract
Prepaid expenses	$ 172,930	$ 186,231
Deferred charges	27,719	27,719
Other receivables	5,000	211
Prepaid expenses and other current assets	$ 205,649	$ 214,161

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Equipment and Leasehold Improvements (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation, Depletion and Amortization	$ 9,030	$ 12,274	$ 17,865	$ 24,325

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Equipment and Leasehold Improvements (Details) - Property, Plant and Equipment - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Property, Plant and Equipment [Line Items]
Less: Accumulated depreciation & amortization	$ (3,255,422)	$ (3,237,557)
Property and equipment, net	55,330	73,195
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	127,655	127,655
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,931,831	1,931,831
Automobiles [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	23,712	23,712
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	590,365	590,365
Assets Held under Capital Leases [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 637,189	$ 637,189

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Line of Credit (Details) - USD ($)	6 Months Ended
	Sep. 30, 2024	Apr. 01, 2024	Mar. 31, 2024
Line of Credit (Details) [Line Items]
Long-Term Line of Credit	$ 965,000		$ 690,000
Line of Credit [Member]
Line of Credit (Details) [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000,000
Line of Credit Facility, Collateral	collateralized by substantially all of the assets of the Company.
Long-Term Line of Credit	$ 35,000	$ 1,000,000	$ 690,000
Line of Credit Facility, Interest Rate at Period End	9.55%
Line of Credit Facility, Interest Rate Description	Prime Rate plus 1.05 percentage points

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Right of Use Assets and Operating Lease Liability (Details) - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense	$ 113,668	$ 102,923	$ 205,445	$ 205,734
Operating Lease, Weighted Average Remaining Lease Term	4 years 11 months 1 day		4 years 11 months 1 day
Building [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense			$ 21,237
Lessee, Operating Lease, Discount Rate	3.90%		3.90%
Monthly Payments September 2025 [Member] | Minimum [Member] | Building [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Operating Lease, Expense			$ 23,083
Monthly Payments September 2021 [Member] | Minimum [Member] | Building [Member]
Right of Use Assets and Operating Lease Liability (Details) [Line Items]
Lessee, Operating Lease, Renewal Term	8 years		8 years

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Right of Use Assets and Operating Lease Liability (Details) - Lease, Cost - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Lease, Cost [Abstract]
Right to use asset	$ 1,830,857	$ 1,830,857
Less: Accumulated amortization	(610,426)	(506,394)
Right to use assets, net	$ 1,220,431	$ 1,324,463

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Right of Use Assets and Operating Lease Liability (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Lessee Operating Lease Liability Maturity Abstract
Remaining payments in fiscal 2025	$ 127,421
2026	267,767
2027	277,000
2028	277,000
2029	277,000
Thereafter	115,416
Total undiscounted future minimum lease payments	1,341,604
Less: Difference between undiscounted lease payments and discounted lease liabilities	(121,173)
Present value of net minimum lease payments	1,220,431
Less current portion	(206,061)	$ (210,111)
Operating lease liabilities – long-term	$ 1,014,370	$ 1,114,352

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Stock Options Plans (Details) - USD ($)		3 Months Ended		6 Months Ended
	Jan. 18, 2017	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
Stock Options Plans (Details) [Line Items]
Common Stock, Par or Stated Value Per Share (in Dollars per share)	$ 0.1	$ 0.1		$ 0.1		$ 0.1
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)	250,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term				5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in Dollars per share)				$ 1.36
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount		$ 212,794		$ 212,794
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition				7 months 6 days
Share-Based Payment Arrangement, Expense		$ 1,944	$ 1,945	$ 3,886	$ 5,214
Share-Based Payment Arrangement, Option [Member]
Stock Options Plans (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Terms of Award	Options granted under the plan are exercisable up to a period of five years from the date of grant at an exercise price which is not less than the fair market value of the common stock at the date of grant, except to a shareholder owning 10% or more of the outstanding common stock of the Company, as to which the exercise price must be not less than 110% of the fair market value of the common stock at the date of grant.
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period	5 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights	Options are exercisable on a cumulative basis, 20% at or after each of the first, second, and third anniversary of the grant and 40% after the fourth year anniversary.
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in Shares)		57,000		57,000

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Stock Options Plans (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions	6 Months Ended
	Sep. 30, 2024 USD ($)
Schedule Of Share Based Payment Award Stock Options Valuation Assumptions Abstract
Dividend Yield (in Dollars)	$ 0
Risk-free Interest rate	3.73%
Volatility	66.79%
Life	5 years

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Stock Options Plans (Details) - Share-based Payment Arrangement, Option, Activity - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Share Based Payment Arrangement Option Activity Abstract
Outstanding, Number of Options		99,000
Outstanding, Average Exercise Price		$ 3.13
Outstanding, Average Remaining Contractual Term	4 years 3 months 18 days	9 months 10 days
Outstanding, Aggregate Intrinsic Value		$ 0
Vested Options, Number of Options	19,800
Vested Options, Average Exercise Price	$ 2.96
Vested Options, Average Remaining Contractual Term	1 year 7 months 6 days
Vested Options, Aggregate Intrinsic Value	$ 0
Options granted, Number of Options	160,000
Options granted, Average Exercise Price	$ 2.25
Options exercised, Number of Options	0
Options exercised, Average Exercise Price	$ 0
Options canceled/forfeited, Number of Options	(66,000)
Options canceled/forfeited, Average Exercise Price	$ 3.19
Outstanding, Number of Options	193,000
Outstanding, Average Exercise Price	$ 2.38
Outstanding, Aggregate Intrinsic Value	$ 104,000

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Income Taxes (Details) - USD ($)	Sep. 30, 2024	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Deferred Income Tax Assets, Net	$ 2,655,964	$ 2,450,657

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Net Loss per Share (Details) - Schedule of Earnings Per Share, Basic and Diluted - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic and diluted net loss per share computation:
Net loss	$ (814,594)	$ (435,153)	$ (772,346)	$ (139,861)
Less: Preferred dividends	(94,420)	(82,708)	(188,840)	(162,708)
Net loss attributable to common shareholders	$ (909,014)	$ (517,861)	$ (961,186)	$ (302,569)
Weighted-average common shares outstanding, basic (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887
Weighted-average common shares outstanding, diluted (in Shares)	3,255,887	3,255,887	3,255,887	3,255,887
Basic net loss per share (in Dollars per share)	$ (0.28)	$ (0.16)	$ (0.3)	$ (0.09)
Diluted net loss per share (in Dollars per share)	$ (0.28)	$ (0.16)	$ (0.3)	$ (0.09)

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Net Loss per Share (Details) - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share - shares	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,893,319	2,250,611
Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,700,319	2,151,611
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	193,000	99,000

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Segment Information (Details) - Schedule of Segment Reporting Information, by Segment - USD ($)	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Net sales	$ 1,777,342	$ 1,565,094	$ 4,619,518	$ 4,432,024
Cost of sales	1,570,402	1,205,610	3,666,676	2,777,990
Gross margin	206,940	359,484	952,842	1,654,034
Total expenses	1,238,071	967,888	1,930,495	1,886,596
Income (loss) before income taxes	(1,031,131)	(608,404)	(977,653)	(232,562)
Avionics Government [Member]
Segment Reporting Information [Line Items]
Net sales	1,216,469	1,108,425	3,591,329	3,086,237
Cost of sales	1,063,676	773,358	2,829,377	1,759,396
Gross margin	152,793	335,067	761,952	1,326,841
Avionics Commercial [Member]
Segment Reporting Information [Line Items]
Net sales	560,873	456,669	1,028,189	1,345,787
Cost of sales	506,726	432,252	837,299	1,018,594
Gross margin	54,147	24,417	190,890	327,193
Avionics Total [Member]
Segment Reporting Information [Line Items]
Net sales	1,777,342	1,565,094	4,619,518	4,432,024
Cost of sales	1,570,402	1,205,610	3,666,676	2,777,990
Gross margin	206,940	359,484	952,842	1,654,034
Total expenses	868,924	512,603	1,184,858	991,950
Income (loss) before income taxes	(661,984)	(153,119)	(232,016)	662,084
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Net sales	0	0	0	0
Cost of sales	0	0	0	0
Gross margin	0	0	0	0
Total expenses	369,147	455,285	745,637	894,646
Income (loss) before income taxes	$ (369,147)	$ (455,285)	$ (745,637)	$ (894,646)