{"url_path":"/sec/wnlv/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":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","accession_number":"0001477932-26-002885","cik":"0001558740","ticker":"WNLV","issuer_name":"Winvest Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1558740/0001477932-26-002885-index.html","primary_entity_key":"0001558740","primary_entity_name":"Winvest Group Ltd"},"word_count":865,"has_tables":true,"body_markdown":"**ITEM 9A. CONTROLS AND PROCEDURES**\n\n \n\n**Disclosure Controls and Procedures**\n\n \n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’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 accounting principles generally accepted in the United States of America and includes those policies and procedures that:\n\n \n\n \n\n·\n\nPertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;\n\n \n\n \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 accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and\n\n \n\n \n\n \n\n \n\n·\n\nProvide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.\n\n \n\n \n\n25\n\n*Table of Contents*\n\n \n\n**Management’s Report on Internal Control over Financial Reporting**\n\n \n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. As a result, our management did not evaluate the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013). Nevertheless, our management has evaluated and concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025, based on the COSO framework criteria, as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.\n\n \n\nIdentified Items That May be Material Weaknesses\n\n \n\nA material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.\n\n \n\nManagement identified the following material weakness during its assessment of internal controls over financial reporting as of December 31, 2025.\n\n \n\nWe do not have adequate segregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors.\n\n \n\nAccordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.\n\n \n\nAs a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2025 based on criteria established in in COSO Internal Control - Integrated Framework (ICIF-2013).\n\n \n\nManagement’s Remediation Initiatives\n\n \n\nIn an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:\n\n \n\n \n\n1.\n\nWe intend to add staff members to our management team to ensure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.\n\n \n\n \n\n \n\n \n\n2.\n\nWe plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.\n\n \n\nTo mitigate this weakness during the current fiscal year, the Company has engaged external outsourced accountants to assist with financial reporting and to provide an additional layer of professional oversight and review of the Company’s accounting records and internal controls.\n\n \n\nChanges in Internal Control over Financial Reporting\n\n \n\nThere have been no changes in our internal control over financial reporting that occurred during the periods ended December 31, 2025 and December 31, 2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting."}