{"url_path":"/sec/mrnow/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/1988776/0001140361-26-021583-index.html","accession_number":"0001140361-26-021583","cik":"0001988776","ticker":"MRNO","issuer_name":"Murano Global Investments Plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/1988776/0001140361-26-021583-index.html","primary_entity_key":"0001988776","primary_entity_name":"Murano Global Investments Plc"},"word_count":787,"has_tables":true,"body_markdown":"ITEM 15.\n\nCONTROLS AND PROCEDURES\n\n(a) Disclosure Controls and Procedures\n\nWe have evaluated, with the participation of our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, the effectiveness of our internal controls and procedures\nas of December 31, 2025 and the disclosures required in rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B and the corresponding provisions in Forms 20-F.\n\nThere are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of\nthe controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.\n\nBased upon our evaluation, our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective as of\nDecember 31, 2025, due to the material weaknesses mentioned below.\n\nNotwithstanding such material weaknesses, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s consolidated and combined financial statements as of\nDecember 31, 2025, were fairly stated in all material respects in accordance with IFRS for each of the years presented.\n\n139\n\n[Table of Contents](#TABLEOFCONTENTS)\n\n(b) Management’s Annual Report on Internal Control over Financial Reporting\n\nMurano Global Investments PLC senior management including our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, are responsible to establish, maintain and\nmonitor our internal control over financial reporting.\n\nDue to inherent limitations, our internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Senior management including our\nChief Executive Officer, Chief Operating Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013) to\nevaluate the effectiveness of the Group’s internal control over financial reporting as of December 31, 2025. Based on our assessments, senior management determined that we did not maintain effective internal control over financial\nreporting as of December 31, 2025, due to the following material weaknesses:\n\n•\n\nLack of management review regarding the identification and assessment of the proper accounting of unusual significant transactions.\n\n•\n\nFailure of design and implementation controls to properly evaluate the appropriateness of consolidated financial statements and disclosures in accordance with the applicable framework.\n\n•\n\nThe Group does not have sufficient technical personnel with an appropriate level of technical experience required for timely and accurate financial accounting in accordance with IFRS and reporting\nrequirements, and\n\n•\n\nLack of sufficient technological infrastructure.\n\nThe control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated and combined financial statements would not be prevented or\ndetected on a timely basis. Therefore, we concluded that the deficiencies represent material weaknesses in the Group’s internal control over financial reporting and our internal control over financial reporting was not effective as of\nDecember 31, 2025.\n\nThe Murano Group is continuously enhancing the financial reporting infrastructure and internal control environment for the newly combined business, including the incorporation in the\nnear future of qualified personnel with appropriate technical accounting knowledge and experience with respect to the design and implementation of a robust system of internal controls, the application of IFRS, and the implementation of a\nreporting structure to deliver internal and external reporting befitting a Nasdaq listed company. Currently, the Murano Group finalized the migration of the accounting system to Oracle Net Suite starting January 2026, a robust ERP that\nwill help the Murano Group to reduce manual processes and enhance the control environment. We cannot assure you these actions will be effective to address any material weaknesses and if unable to successfully address them, we could be\nunable to report financial results accurately on a timely basis. Any failure to timely provide required financial information could materially and adversely impact us, including a potential loss of investor confidence or delisting.\n\n(c) Attestation Report of the Registered Public Accounting Firm\n\nThis annual report does not include an attestation report of our company’s registered public accounting firm under Sarbanes-Oxley Act Section 404(b) as we are an emerging growth company\nas defined by the U.S. Securities and Exchange Commission (SEC).\n\nhttps://www.sec.gov/resources-small-businesses/going-public/emerging-growth-companies\n\n(d) Changes in Internal Control over Financial Reporting\n\nExcept as described in “Item 3. Key Information—D. Risk Factors-Risks Related to Murano Following the Consummation of the Business Combination—Murano\nGroup’s financial reporting infrastructure requires enhancement to meet the requirements of a public company,” there were no\nchanges in our internal controls over financial reporting that occurred during the period covered by this Report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over\nfinancial reporting."}