Inspired Entertainment, Inc.
For the period ended Sep 30, 2025. Filed Nov 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 6, 2025
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Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our principal executive officer and our principal financial officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, due to the material weaknesses described in Item 9A of the Company’s 2024 Form 10-K.
Management made significant progress towards remediation in 2025 and anticipates continued progress. This included the development and enhancement of processes and controls in all business cycles under SOX 404 and IT General Controls along with continued documentation of key U.S. GAAP accounting policy updates and automation and streamlining of processes in critical accounting areas. Management also increased staffing levels in both the Finance and IT departments to strengthen our internal controls and support ongoing process improvements.
Management has been implementing, and continues to implement, measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include: (i) Ongoing training and education provided to control owners concerning the principles and requirements of each control; (ii) Developing and maintaining a robust Risk & Control Matrix alongside detailed process flows and process narratives reviewed and updated periodically for each reporting cycle; (iii) Implementing standardized control templates to ensure all control attributes are met each time a control operates; (iv) A new Governance Risk and Compliance tool to manage SOX compliance is being launched in Q4 2025; (v) Enhanced quarterly reporting on the remediation measures to the Audit Committee of the Board of Directors; (vi) implementation of automated revenue billing systems and further system and reporting improvements across multiple cycles.
Based on preliminary testing, management is confident that the Material Weaknesses are substantially remediated. The weaknesses will not be considered fully remediated, however, until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Management has continued to make significant progress in implementing the remediation plan for the material weakness identified as of December 31, 2024. While remediation efforts are ongoing, management anticipates that the related systems and controls could be remediated by year-end 2025, subject to successful completion of further testing and the evaluation of their operating effectiveness. However, there can be no assurance management will be successful in its efforts or in achieving full remediation within the anticipated timeframe, given the extent of the efforts that remain.
Notwithstanding the prior year identified material weaknesses and the ongoing development and remediation in 2025 and management’s assessment that our disclosure controls and procedures were not effective at the reasonable assurance level as of September 30, 2025, management believes that the interim consolidated financial statements and footnote disclosures included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations, cash flows and disclosures as of and for the periods presented in accordance with generally accepted accounting principles. There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the control changes to remediate previously identified material weaknesses.
Changes in Internal Control over Financial Reporting
Other than the control changes to remediate previously identified material weaknesses, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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