{"url_path":"/sec/ofal/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-14","source_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","accession_number":"0001493152-26-033093","cik":"0002036307","ticker":"OFAL","issuer_name":"OFA Group","edgar_url":"https://www.sec.gov/Archives/edgar/data/2036307/0001493152-26-033093-index.html","primary_entity_key":"0002036307","primary_entity_name":"OFA Group"},"word_count":1045,"has_tables":true,"body_markdown":"**ITEM\n9A. Controls and Procedures**\n\n \n\n**Evaluation\nof Disclosure Controls and Procedures**\n\n \n\nOur\ndisclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit\nunder the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and\nthat such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and\nChief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.\n\n \n\nIn\nconnection with the preparation of this report, our management conducted an assessment of the effectiveness of our disclosure controls\nand procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.\nBased on such assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the end of\nthe period covered by this report.\n\n \n\n**Management’s\nAnnual Report on Internal Controls over Financial Reporting**\n\n \n\nOur\ninternal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief\nFinancial Officer and effected by our Board, management and other personnel, to provide reasonable assurance regarding the reliability\nof our financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted\naccounting principles. Internal control over financial reporting includes policies and procedures that pertain to the maintenance of\nrecords that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance\nthat transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting\nprinciples, and that our receipts and expenditures are being made only in accordance with the authorization of our Board and management;\nand provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets\nthat could have a material effect on our financial statements.\n\n \n\nUnder\nthe supervision and participation of our management, including our Chief Executive Officer and Chief Financial Officer (together, the\n“Certifying Officers”), we evaluated the effectiveness of our internal control over financial reporting based on the framework\nset forth in *Internal Control - Integrated Framework* issued in 2013 by the Committee of Sponsoring Organizations of the Treadway\nCommission. Based on the foregoing, our Certifying Officers concluded that our internal controls over financial reporting were not effective\nas of the end of the fiscal year ended March 31, 2026 due to the material weakness described below. As part of our assessment of the\neffectiveness of our internal control over financial reporting as of March 31, 2026, management identified two material weaknesses in\nour internal control over financial reporting in accordance with the standards established by the PCAOB. The material weaknesses identified\nrelated to: (1) inadequate segregation of duties consistent with control objectives; and (2) lack of well-established procedures to identify\napprove and report related party transactions.\n\n \n\nSince\nthat time, the Company has implemented several measures to remediate the identified material weaknesses. Upon the effectiveness of the\nregistration statement on Form F-1 for our IPO on May 15, 2025, we established an audit committee comprised entirely of independent directors\nand appointed a full-time Chief Financial Officer. During the fiscal year ended March 31, 2026, we further enhanced our internal control\nenvironment by: (i) improving segregation of duties within the accounting department through the hiring of additional qualified accounting\npersonnel; (ii) implementing formal written policies and procedures for the identification, approval, and reporting of related party\ntransactions; (iii) establishing a majority-independent board of directors with enhanced oversight responsibilities; and (iv) adopting\na comprehensive internal controls framework aligned with the COSO 2013 Integrated Framework. These efforts have significantly strengthened\nour internal control over financial reporting.\n\n \n\nIn\naddition, during the fiscal year ended March 31, 2026, the Company adopted and implemented written policies and checklists to address\nthe material weakness related to the lack of well-established procedures to identify, approve, and report related party transactions.\nManagement has also hired additional personnel with the technical expertise and knowledge necessary to ensure proper segregation of duties\nand provide additional checks and balances within the accounting department. These additional personnel also provide the cross-training\nneeded to support continuity in the event of personnel turnover. These measures, coupled with the appointment of additional independent\ndirectors, the establishment of an audit committee, and the appointment of a full-time CFO, have significantly improved our internal\ncontrol environment. Based on the material weakness described above and the audit adjustments identified by the Company’s external auditor\nduring the audit of the financial statements as of and for the year ended March 31, 2026, management concluded that the Company’s internal\ncontrol over financial reporting was not effective as of March 31, 2026. Management is committed to completing the remediation of this\nmaterial weakness and will continue to implement, monitor, and enhance the Company’s internal controls on an ongoing basis.\n\n \n\n85\n\n \n\n \n\nThis\nreport does not include an attestation report of our internal controls from our independent registered public accounting firm due to\nour status as an emerging growth company under the JOBS Act.\n\n \n\n**Ongoing\nMonitoring**\n\n \n\nManagement\nrecognizes the importance of ongoing monitoring and continuous improvement of our internal control over financial reporting. We have\nestablished a process for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits,\nand ongoing monitoring activities. This process allows us to identify and address any emerging risks or control deficiencies in a timely\nmanner.\n\n \n\n**Changes\nin Internal Control over Financial Reporting**\n\n \n\nOther\nthan as disclosed above, there were no changes in the Company’s internal control over financial reporting during the fiscal year\nended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control\nover financial reporting.\n\n \n\n**Inherent\nLimitations on Internal Controls**\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation\nof effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or\nthat the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance\nthat all control issues and instances of fraud, if any, have been detected."}