{"url_path":"/sec/tjgc/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":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","accession_number":"0001185185-26-003078","cik":"0001969928","ticker":"TJGC","issuer_name":"TJGC GROUP Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1969928/0001185185-26-003078-index.html","primary_entity_key":"0001969928","primary_entity_name":"TJGC GROUP Ltd"},"word_count":752,"has_tables":true,"body_markdown":"**ITEM 15. CONTROLS AND PROCEDURES**\n\n \n\n**A. Disclosure Controls and Procedures**\n\n \n\nOur management, with the participation of our CEO and CFO, has\nevaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the\nExchange Act, as of March 31, 2026.\n\n \n\nThe term “disclosure controls and procedures” as defined\nin Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information required\nto be disclosed by a company in reports, such as this report, that it files or submits under the Exchange Act is recorded, processed,\nsummarized and reported within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without\nlimitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files\nor submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive\nand principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any\ncontrols and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives,\nand management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.\n\n \n\nBased on that evaluation, our CEO and CFO concluded that our disclosure\ncontrols and procedures were not effective as of March 31, 2026, due to a material weakness in our internal control over financial reporting.\nSpecifically, we currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in GAAP\nand SEC reporting requirements.\n\n \n\n**B. Management’s Annual Report on Internal Control Over\nFinancial Reporting**\n\n \n\nOur management is responsible for establishing and maintaining\nadequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurances\nregarding the reliability of financial reporting and the preparation of our consolidated financial statements in accordance with US GAAP.\nOur accounting policies and internal controls over financial reporting, established and maintained by management, are under the general\noversight of the Board’s audit committee.\n\n \n\nOur internal control over financial reporting includes those policies\nand procedures that:\n\n \n\n●pertain\nto the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;\n\n \n\n●provide\nreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US\nGAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and\n\n \n\n●provide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have\na material effect on the financial statements.\n\n \n\n72\n\n[Table of Contents](#toc)\n\n \n\nBecause of its inherent limitations, internal control over financial\nreporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject\nto the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or\nprocedures may deteriorate.\n\n \n\nManagement assessed our internal control over financial reporting\nas of March 31, 2026.The standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated\nFramework published by the Committee of Sponsoring Organizations of the Treadway Commission.\n\n \n\nBased on management’s assessment using the COSO criteria,\nour CEO and CFO concluded that our internal control over financial reporting as of March 31, 2026 was ineffective.  We have taken,\nand are taking, certain actions to remediate the material weakness related to our lack of US GAAP and SEC reporting experience. We engaged\na consultant with US GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation\nof our financial statements to ensure that our financial statements are prepared in accordance with US GAAP.\n\n \n\nThe Company continues to make efforts to implementing our existing\nand newly adopted procedures to improve our disclosure controls and internal controls over financing reporting.\n\n \n\n**C. Attestation Report of the Registered Public Accounting Firm**\n\n \n\nBecause the Company is a non-accelerated filer, this annual report\ndoes not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.\n\n \n\n**D. Changes in Internal Controls over Financial Reporting**\n\n \n\nOther than discussed above, there has been no change to our internal\ncontrol over financial reporting that occurred during the period covered by this annual report on Form 20-F that has materially affected,\nor is reasonably likely to materially affect, our internal control over financial reporting."}