{"url_path":"/sec/sntl/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":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","accession_number":"0001096906-26-000918","cik":"0000889353","ticker":"SNTL","issuer_name":"Sentinel Holdings Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/889353/0001096906-26-000918-index.html","primary_entity_key":"0000889353","primary_entity_name":"Sentinel Holdings Ltd."},"word_count":1145,"has_tables":true,"body_markdown":"**Item 9A. Controls and Procedures.**\n\n \n\n***Evaluation of Disclosure and Controls and Procedures.***\n\n \n\nWe carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a - 15(c) and 15d - 15(e)). Based upon that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective, (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our Chief Executive and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.\n\n \n\nThe term disclosure controls and procedures mean controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a ,*et seq.*) is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.\n\n \n\nOur management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.\n\n \n\nBecause we are a small company with a limited number of employees, there is an inherent issue of segregation of duties as experienced by all small companies. Outside financial consultants assist us with our bookkeeping and regulatory reporting requirements and we closely supervise all such services.\n\n \n\nBecause of inherent limitations in all control systems, internal control over financial reporting may not prevent or detect misstatements, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the registrant have been detected. Also, projections of any evaluation of effectiveness 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 or procedures may deteriorate.\n\n \n\n***Management's Annual Report on Internal Control over Financial Reporting.***\n\n \n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.\n\n \n\n \n\n25\n\n*Table of Contents*\n\n \n\nThe term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:\n\n \n\n·\n\nPertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;\n\n \n\n \n\n·\n\nProvide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and\n\n \n\n \n\n·\n\nProvide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.\n\n \n\nOur management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO-2013) in Internal Control-Integrated Framework. Management concluded that our internal control over financial reporting was not effective as of December 31, 2025.\n\n \n\n**Material Weakness Identified:**\n\n \n\n·\n\nThe Company recognizes that due to its limited number of personnel, there are inherent challenges in achieving complete segregation of duties within the financial reporting process. Management continues to evaluate opportunities to enhance internal controls to mitigate these challenges;\n\n \n\n \n\n·\n\nThe Company's internal control processes did not identify a number of journal entries and the reclassification of USS’ assets, liabilities, and operating results as discontinued operations which were brought to Management’s attention by the external auditor in connection with the audit of the 2025 financial statements and subsequently recorded in the Company’s financial records. Management is reviewing its processes to strengthen controls and ensure greater accuracy moving forward; and\n\n \n\n \n\n·\n\nThe Company acknowledges that its accounting team would benefit from additional technical expertise with respect to certain US GAAP matters. Management is exploring options to address these technical requirements, including external support.\n\n \n\n**Plan for Remediation of Material Weaknesses**\n\n \n\nWe intend to take appropriate and reasonable steps to make the necessary improvements to remediate this deficiency as resources to do so become available. We intend to consider the results of our remediation efforts and related testing as part of our 2026 assessment of the effectiveness of our internal control over financial reporting by improving our segregation of duties and level of supervision.\n\n \n\n***Changes in Internal Control Over Financial Reporting.***\n\n \n\nThere have been no changes in the registrant's internal control over financial reporting through the date of this report that materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.\n\n \n\n***Independent Registered Accountant's Internal Control Attestation.***\n\n \n\nThis report does not include an attestation report of the registrant's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the registrant's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the registrant to provide only Management's report in this Report."}