{"url_path":"/sec/ineo/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","accession_number":"0001493152-26-023663","cik":"0001933951","ticker":"INEO","issuer_name":"INNEOVA Holdings Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1933951/0001493152-26-023663-index.html","primary_entity_key":"0001933951","primary_entity_name":"INNEOVA Holdings Ltd"},"word_count":746,"has_tables":true,"body_markdown":"**ITEM\n15. CONTROLS AND PROCEDURES**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)\nand 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports\nthat the Company files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified\nin the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed\nto ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated\nand communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer\nor officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.\n\n \n\nAs\nof the end of the period covered by this Annual Report, our Chief Executive Officer and Principal Accounting Officer (the\n“Certifying Officer”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the\nCertifying Officer has concluded that our disclosure controls and procedures were not effective due to the material weaknesses in\nour internal control over financial reporting described below.\n\n \n\nA material weakness is a deficiency, or a combination of deficiencies,\nin internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s\nannual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in our internal control\nover financial reporting identified as of December 31, 2025 were (i) lack of Experienced Accounting Personnel: The Company does not maintain\naccounting staff and resources with sufficient knowledge of U.S. GAAP reporting requirements. (ii) the Company lacks comprehensive accounting\npolicies and a procedures manual in accordance with U.S. GAAP.\n\n \n\nThe management\nplans to remediate material weaknesses in internal control over financial reporting identified by implementing the following measures:\nrecruit qualified accounting personnel with sufficient knowledge and experience to address complex U.S. GAAP accounting issues and prepare\nand review financial statements and related disclosures under U.S. GAAP.\n\n \n\nPursuant\nto the JOBS Act, we qualify as an “emerging growth company as we recorded revenues less than US$1.235 billion in our most recent\nfiscal year, which allows us to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally\nto public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley\nAct, in the assessment of the emerging growth company’s internal control over financial reporting.\n\n \n\n**Management’s\nReport on Internal Control over Financial Reporting**\n\n \n\nManagement\nis responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).\nThe Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability\nof financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally\naccepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent\nor detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls\nmay become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\nUnder the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the\nCompany conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December\n31, 2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring\nOrganizations of the Treadway Commission (“COSO”).\n\n \n\n73\n\n \n\n \n\nA\nmaterial weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a\nreasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented\nor detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of December 31,\n2025, the Company determined that there were no control deficiencies that constituted material weaknesses.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nFor\nthe financial year ended December 31, 2025, there was no change in the Company’s internal control over financial reporting period\ncovered by this Annual Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal\ncontrol over financial reporting."}