{"url_path":"/sec/wse/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/2099039/0001193125-26-282911-index.html","accession_number":"0001193125-26-282911","cik":"0002099039","ticker":"WSE","issuer_name":"Wise Group plc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2099039/0001193125-26-282911-index.html","primary_entity_key":"0002099039","primary_entity_name":"Wise Group plc"},"word_count":1055,"has_tables":true,"body_markdown":"Item 15. Controls and Procedures\n\nA. Disclosure Controls and Procedures\n\nEvaluation of Disclosure Controls and Procedures\n\nManagement, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2026.\n\nBased on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of March 31, 2026 due to the material weaknesses in our internal control over financial reporting described below. In light of this fact, management has performed additional analyses, reconciliations, and other post-closing procedures and has concluded that, notwithstanding the material weaknesses in our internal control over financial reporting, the consolidated financial statements for the periods covered by and included in this Annual Report on Form 20-F fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S. GAAP.\n\nMaterial Weaknesses in Internal Control over Financial Reporting\n\nA material weakness is a deficiency, or combination of deficiencies, in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.\n\nAs previously disclosed, we identified material weaknesses in our internal control over financial reporting in the following areas:\n\n \n\n \n•\n \n\ndeficiencies within our transaction level business processes related to the identification of risks of material misstatement, effective design of key controls, the creation and retention of evidence of control operation, the design of review controls, methods for confirming the accuracy and completeness of reports and information used in the performance of controls, and segregation of duties controls;\n\n \n\n \n•\n \n\ndeficiencies in the review and approval of manual journal entries and the flow of these journal entries into our core finance ledger, as a result of the complexity in our finance systems environment;\n\n \n\n \n•\n \n\ndeficiencies relating to IT general controls on the systems that underpin our internal controls over financial reporting, including access management, change management, interface management and third-party management;\n\n \n\n121\n\n##### Table of Contents\n\n \n•\n \n\nroot causes identified against the components of effective internal control under the COSO framework, in the components of risk assessment, control environment, control activities, information & communication and monitoring; and\n\n \n\n \n•\n \n\nan insufficient complement of personnel with an appropriate level of internal controls and U.S. GAAP accounting knowledge and experience commensurate with U.S. financial reporting requirements.\n\nRemediation Plans\n\nWe have developed a remediation plan and are in the process of implementing the actions associated with the plan, which include the following:\n\n \n\n \n•\n\nbuilding an operating model and team to support the uplift of controls across business process, IT and entity level control domains, as well as the annual cycle of activities associated with management’s report on the effectiveness of internal control over financial reporting;\n\n \n\n \n•\n\ndeploying additional resources with internal control and U.S GAAP accounting experience to design, implement and operate newly designed controls, while providing additional training;\n\n \n\n \n•\n\ndocumenting our processes, risks and controls for internal control over financial reporting;\n\n \n\n \n•\n\nassessing the design, implementation and operating effectiveness of our internal controls over financial reporting under U.S. financial reporting requirements;\n\n \n\n \n•\n\nimproving the evidence of the operation of controls;\n\n \n\n \n•\n\ndeveloping and implementing controls over the completeness and accuracy of reports used in the operation of controls;\n\n \n\n \n•\n\nformalizing processes around management review controls and controls related to complex accounting areas;\n\n \n\n \n•\n\nexecuting remediation projects to address our more complex and interrelated deficiencies including the remediation of the IT general controls;\n\n \n\n \n•\n\nstrengthening our internal controls over financial reporting related to our governance structure including establishing a SOX steering committee, which is chaired by the Chief Financial Officer, to ensure adequate attention continues to be given to these activities; and\n\n \n\n \n•\n\nproviding regular reporting to our management and Audit Committee regarding the status of internal control over financial reporting assessment and remediation.\n\nThere remains a possibility that further material weaknesses are identified as we complete our assessment of the design, implementation and operating effectiveness of our internal controls over financial reporting.\n\nThe material weakness will be considered remediated when these controls have been designed, implemented and operated for a sufficient period of time and our management has concluded, through testing, that these controls are effective.\n\nWhile we are working to complete this remediation process as quickly as practicable and we have made considerable progress, we cannot at this time estimate how long it will take or the costs that will be incurred, and our initiatives may not prove to be successful in remediating the material weaknesses.\n\nWe cannot assure you that the actions we have taken to date, and actions we may take in the future, will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses or restatements in our financial statements. Further, additional material weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future.\n\n \n\n122\n\n##### Table of Contents\n\nFor further information regarding the risks associated with these material weaknesses, see “Item 3.D. Key Information—Risk Factors—In connection with our compliance with the Sarbanes-Oxley Act, we have identified deficiencies in our internal control over financial reporting that constitute material weaknesses.”\n\nB. Management’s Annual Report on Internal Control over Financial Reporting\n\nThis Annual Report does not include a report of management’s assessment regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.\n\nC. Attestation Report of Independent Registered Public Accounting Firm\n\nThis Annual Report does not include an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.\n\nD. Changes in Internal Control over Financial Reporting\n\nWe are taking actions to remediate the material weaknesses relating to our internal control over financial reporting, as described above. Except as otherwise described herein, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting."}