{"url_path":"/sec/mgn/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/1995075/0001213900-26-057595-index.html","accession_number":"0001213900-26-057595","cik":"0001995075","ticker":"MGN","issuer_name":"Megan Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1995075/0001213900-26-057595-index.html","primary_entity_key":"0001995075","primary_entity_name":"Megan Holdings Ltd."},"word_count":864,"has_tables":true,"body_markdown":"**Item\n15. Controls and Procedures**\n\n \n\n(a)\nDisclosure Controls and Procedures.\n\n \n\nOur management, with\nthe participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our\ndisclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this\nreport, as required by Rule 13a-15(b) under the Exchange Act.\n\n \n\nBased upon that evaluation, our management has\nconcluded that, as of December 31, 2025, our disclosure controls and procedures were ineffective as our management has identified a material\nweakness that has been identified related to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge\nof the generally accepted United States Generally Accepted Accounting Principles (“**U.S. GAAP**”) and SEC reporting requirements\nto properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures\nto fulfill U.S. GAAP and SEC financial reporting requirements. The other material weakness that has been identified related to our lack\nof comprehensive accounting policies and procedures manual in accordance with U.S. GAAP.\n\n \n\n118\n\n \n\n \n\nTo remedy the identified material weaknesses,\nwe have implemented and will continue to implement several measures to improve our internal control over financial reporting, including:\n(i) that we engaged experienced financial consultant who worked closely with our internal finance team to assist us in preparing our\nfinancial statements and related disclosures in accordance with U.S. GAAP; (ii) that our Chief Financial Officer received additional\ntraining in U.S. GAAP through self-study and webinar courses, and began to periodically review major accounting literature updates provided\nby a major accounting firm which provide an overview of recent U.S. accounting pronouncements. (iii) conducting regular and continuous\nU.S. GAAP training programs and webinars for our financial reporting and accounting personnel; (iv) improving financial oversight function\nfor handling complex accounting issues under U.S. GAAP. 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. See “Risk Factors-Risks\nRelating to Our Business and Industry- *If we fail to implement and maintain an effective system of internal controls to remediate\nour material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting\nobligations, or prevent fraud.*”\n\n \n\nPursuant to the JOBS Act, we qualify as an “emerging\ngrowth company as we recorded revenues less than US$1.235 billion in our most recent fiscal year, which allows us to take advantage of\nspecified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include\nexemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act, in the assessment of the emerging growth\ncompany’s internal control over financial reporting.\n\n \n\nNeither we nor our independent registered public\naccounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying\nand reporting any weakness in our internal control over financial reporting, which, however, will be required once we become a public\ncompany and after we cease to be an “emerging growth company” as such term is defined in the JOBS Act. Had we performed a\nformal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed\nan audit of our internal control over financial reporting, additional control deficiencies may have been identified.\n\n \n\n(b)\nManagement’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 Rule 13a-15(f) and 15d-15(f) under\nthe Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c)\nof the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee\nof Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control\nover financial reporting was not effective as of December 31, 2025 due to a material weakness identified in our internal control over\nfinancial reporting as described above.\n\n \n\nBecause of its inherent\nlimitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation\nof effectiveness of our internal control over financial reporting to future periods are subject to the risk that controls may become\ninadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.\n\n \n\n(c)\nAttestation report of the registered public accounting firm.\n\n \n\nThis annual report on Form 20-F does not include\nan attestation report of our registered public accounting firm because we qualified as an “emerging growth company” as defined\nunder the JOBS Act as of December 31, 2025.\n\n \n\n(d)\nChanges in internal control over financial reporting.\n\n \n\nThere have been no changes in our internal controls\nover financial reporting occurred during the fiscal year ended December 31, 2025, that have materially affected, or are reasonably likely\nto materially affect, our internal control over financial reporting.\n\n \n\n**item****16. [Reserved]**"}