Perma Pipe International : Change in Certifying Accountants Form 8 K

Item 4.01

Changes in Registrant's Certifying Accountant

The Audit Committee (the "Committee") of the Board of Directors of Perma-Pipe International Holdings, Inc. ("the Company") recently conducted a review and selection process in determination of the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025. As part of this process, the Committee solicited proposals from various firms, including Grant Thornton LLP ("Grant Thornton"), the Company's independent registered public accounting firm for the fiscal year ended January 31, 2024.

As a result of this process and in connection with evaluating the proposals from the participating firms, the Committee approved the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's independent registered public accounting firm for the fiscal year ending January 31, 2025. The Company dismissed Grant Thornton as its independent registered accounting firm on June 17, 2024. Further, the Company has authorized Grant Thornton to respond to the inquiries of the successor auditors.

The audit reports of Grant Thornton on the Company's consolidated financial statements for the fiscal years ended January 31, 2024 and 2023, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Additionally, during the fiscal years ended January 31, 2024 and 2023, and the subsequent interim period through June17, 2024, there were: (i) no disagreements between the Company and Grant Thornton, as defined in Item 304(a)(1)(iv) of Regulation S-K, regarding any matter of accounting principles or practices, financial statement disclosure, or audit scope or procedure, any of which, if not resolved to Grant Thornton's satisfaction, would have caused Grant Thornton to make reference to the subject matter of the disagreement in its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K during the two fiscal years ended January 31, 2024 and 2023, and the subsequent interim period through June 17, 2024, other than the material weaknesses in the Company's internal control over financial reporting, as disclosed in Part II, Item 9A of the Company's Annual Report on Form 10-K for the year ended January 31, 2024, which was filed with the SEC on April 26, 2024. Further, the material weaknesses did not result in a misstatement to the Company's annual consolidated financial statements. Refer to Part II, Item 9A of the Company's Annual Report on Form 10-K for the year ended January 31, 2024, for further discussion regarding the identified material weaknesses in the Company's internal control over financial reporting.

The Company provided Grant Thornton with a copy of the foregoing disclosures and has request that Grant Thornton furnish the Company with a letter addressed to the SEC stating whether Grant Thornton agrees with the above disclosures. A copy of the letter provided pursuant to that request, dated June 20,2024,isattached as Exhibit 16.1 to this Form 8-K.

For the fiscal years ended January 31, 2024 and 2023, and during the subsequent interim period through June 17, 2024, neither the Company nor anyone acting on its behalf, has consulted with PwC regarding: (1) the application of accounting principles to a specific transaction, or the audit opinion that may be rendered on the Company's consolidated financial statements; (ii) any matter relating to a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.