{"url_path":"/sec/iotr/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 CONTROLS AND PROCEDURES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-07","source_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","accession_number":"0001213900-26-075976","cik":"0001997637","ticker":"IOTR","issuer_name":"iOThree Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1997637/0001213900-26-075976-index.html","primary_entity_key":"0001997637","primary_entity_name":"iOThree Ltd"},"word_count":733,"has_tables":true,"body_markdown":"**ITEM 15. CONTROLS AND PROCEDURES**\n\n \n\n**Disclosure Controls and Procedures**\n\n \n\nDisclosure controls and\nprocedures are designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act\nis recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls\ninclude, without limitation, controls and procedures designed to ensure that information required to be disclosed under the Exchange Act\nis accumulated and communicated to management, including principal executive and financial officers, as appropriate, to allow timely decisions\nregarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures,\nincluding the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective\ndisclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.\n\n  \n\nOur management carried\nout an evaluation, under the supervision of our chief executive officer and chief financial officer, of the effectiveness of our disclosure\ncontrols and procedures as such term is defined under Rule 13a-15(e) promulgated under the Exchange Act as of March 31, 2026. Based\non that evaluation, our management, including our chief executive officer and chief financial officer concluded that our disclosure controls\nand procedures were effective as of the end of the period covered by this Annual Report.\n\n \n\n79\n\n \n\n \n\n**Management’s Annual Report on Internal Control over Financial\nReporting**\n\n \n\nOur management is responsible\nfor establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under\nthe Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive\nofficer and principal financial officer, and effected by our board of directors, management and other personnel, to provide reasonable\nassurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes\nin accordance with U.S. GAAP.\n\n \n\nInternal control over\nfinancial reporting includes policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately\nand fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as\nnecessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures\nare made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention\nor timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated\nfinancial statements.\n\n  \n\nOur management, under\nthe supervision of our chief executive officer and chief financial officer, assessed the effectiveness of our internal control over financial\nreporting as of March 31, 2026. In making this assessment, management used the criteria established in Internal Control—Integrated\nFramework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.\n\n \n\nBased on this assessment,\nmanagement concluded that our internal control over financial reporting was effective as of March 31, 2026.\n\n \n\nAll internal control\nsystems, no matter how well designed, have inherent limitations. As a result, even systems determined to be effective can provide only\nreasonable assurance with respect to financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness\nto future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance\nwith policies or procedures may deteriorate.\n\n \n\n**Attestation Report of Independent Registered Public Accounting Firm**\n\n \n\nThis annual report does\nnot include an attestation report of the Company’s registered public accounting firm because the Company is neither an “accelerated\nfiler” nor a “large accelerated filer” as those terms are defined by the SEC.\n\n \n\n**Changes in Internal Controls over Financial Reporting**\n\n \n\nThere were no changes\nin our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the period\ncovered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal controls over\nfinancial reporting.\n\n \n\n80\n\n \n\n  \n\nIt should be noted that\nwhile our management believes that our disclosure controls and procedures provide a reasonable level of assurance, our management does\nnot expect that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system,\nno matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system\nare met."}