{"url_path":"/sec/omse/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":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2012219/0001193125-26-282941-index.html","accession_number":"0001193125-26-282941","cik":"0002012219","ticker":"OMSE","issuer_name":"OMS Energy Technologies Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2012219/0001193125-26-282941-index.html","primary_entity_key":"0002012219","primary_entity_name":"OMS Energy Technologies Inc."},"word_count":851,"has_tables":true,"body_markdown":"ITEM 15. CONTROLS AND PROCEDURES\n\n(a)\nDisclosure Controls and Procedures.\n\nOur management, with the participation of our Chief Executive Officer and Chief Financial Officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.\n\nBased upon that evaluation, management concluded that, as of March 31, 2026, the Company’s disclosure controls and procedures were ineffective due to a material weakness in the Company’s internal control over financial reporting. Specifically, the Company did not maintain a sufficient complement of personnel with an appropriate level of knowledge, experience, and training in International Financial Reporting Standards (“IFRS”) and SEC reporting requirements necessary to appropriately analyse, account for, and disclose complex transactions and prepare and review consolidated financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. In addition, the Company had not maintained comprehensive IFRS accounting policies and procedures documentation.\n\nDuring fiscal 2026, the Company implemented several remediation measures to address the identified material weakness. These measures included engaging experienced external financial reporting consultants to support management and supplement the Company’s internal finance resources in the preparation and review of the Company’s financial statements and related disclosures in accordance with IFRS and SEC reporting requirements. The Company also developed formal IFRS accounting policies and procedures documentation.\n\nNotwithstanding these remediation efforts, the material weakness continued to exist as of March 31, 2026 because the remediated controls had not operated for a sufficient period of time for management to conclude that such controls were operating effectively.\n\nManagement remains committed to remediation of the material weakness and continues to evaluate and enhance its internal control over financial reporting.\n\n \n\n92\n\n[Table of Contents](#toc_page)\n\n \n\nHowever, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. See “Risk Factors—Risks Relating to Our Business and Industry— If we fail to implement and maintain an effective system of internal controls to remediate our material weaknesses over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations, or prevent fraud.”\n\nPursuant to the JOBS Act, we qualify as an “emerging growth company as we recorded revenues less than US$1.235 billion in our most recent fiscal year, which allows us to take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act, in the assessment of the emerging growth company’s internal control over financial reporting.\n\nNeither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act for purposes of identifying and reporting any weakness in our internal control over financial reporting, which, however, will be required once we become a public company and after we cease to be an “emerging growth company” as such term is defined in the JOBS Act. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.\n\n(b)\nManagement’s annual report on internal control over financial reporting.\n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Our management evaluated the effectiveness of our internal control over financial reporting, as required by Rule 13a-15(c) of the Exchange Act, based on criteria established in the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, our management has concluded that our internal control over financial reporting was not effective as of March 31, 2026 due to a material weakness identified in our internal control over financial reporting as described above.\n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of our internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.\n\n(c)\nAttestation report of the registered public accounting firm.\n\nThis annual report on Form 20-F does not include an attestation report of our registered public accounting firm because we qualified as an “emerging growth company” as defined under the JOBS Act as of March 31, 2026.\n\n(d)\nChanges in internal control over financial reporting.\n\nThere have been no changes in our internal controls over financial reporting occurred during the fiscal year ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}