{"url_path":"/sec/mb/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/2027265/0001493152-26-023479-index.html","accession_number":"0001493152-26-023479","cik":"0002027265","ticker":"MB","issuer_name":"MASTERBEEF GROUP","edgar_url":"https://www.sec.gov/Archives/edgar/data/2027265/0001493152-26-023479-index.html","primary_entity_key":"0002027265","primary_entity_name":"MASTERBEEF GROUP"},"word_count":863,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n15. CONTROLS AND PROCEDURES**\n\n \n\n**Evaluation\nof Disclosure 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 Chief Financial Officer (the “Certifying\nOfficers”), conducted an evaluation of our disclosure controls and procedures. Based on this evaluation, the Certifying Officers\nconcluded that our disclosure controls and procedures were ineffective as of December 31, 2025 and as of the date that the evaluation\nof the effectiveness of our disclosure controls and procedures was completed, because of the material weaknesses in our internal control\nover financial reporting described below. Our disclosure controls and procedures were not effective to satisfy the objectives for which\nthey are intended.\n\n \n\nNotwithstanding\nthe material weaknesses identified, we believe that the consolidated financial statements included in this Annual Report correctly present\nour financial position, results of operations and cash flows for the fiscal years covered thereby in all material respects.\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)).\nInternal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial\nreporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. Because of\nits inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any\nevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,\nor that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of\nmanagement, including the Chief Executive Officer and Chief Financial Officer, the Company conducted an evaluation of the effectiveness\nof the Company’s internal control over financial reporting as of December 31, 2025 using the criteria established in “Internal\nControl - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).\n\n \n\nA\nmaterial weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is\na reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be\nprevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of\nDecember 31, 2025, management determined that our internal control over financial reporting was not effective as a\nmaterial weakness was identified related to our lack of sufficient financial reporting and accounting personnel with appropriate\nknowledge of SEC rules and regulations to prepare and review our\nconsolidated financial statements and related disclosures to fulfill SEC financial reporting requirements.\n\n \n\nTo remedy the identified material\nweakness, we have implemented and will continue to implement several measures to improve our internal control over financial reporting,\nincluding but not limited to, engaging a US law firm as our United States securities counsel under annual retainer for certain\nroutine legal compliance requirements. However, the implementation of these measures may not fully address the deficiencies\nin our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to\nincur to implement these and other measures designed to improve our internal control over financial reporting.\n\n \n\nAs\na result of these material weaknesses and based on the evaluation described above, management concluded that our internal control over\nfinancial reporting was not effective as of December 31, 2025.\n\n \n\nNotwithstanding\nthese material weaknesses, however, management has concluded that the consolidated financial statements included in this Annual Report\npresent fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity\nwith IFRS.\n\n \n\n104\n\n \n\n \n\nThis\nAnnual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial\nreporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant\nto the exemption provided to issuers that are not “large accelerated filers” nor “accelerated filers” under the\nDodd-Frank Wall Street Reform and Consumer Protection Act.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nDuring\nthe fiscal year ended December 31, 2025, there was no change in the Company’s internal control over financial reporting that has\nmaterially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting."}