Inspired Entertainment, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures.
Disclosure controls and procedures are 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 Executive Chairman and our Chief 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 conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, the Certifying Officers concluded that the Company’s disclosure controls and procedures on December 31, 2025, were not effective, due to the material weaknesses described below.
Considering these material weaknesses, we performed additional analyses as deemed necessary to ensure that our financial statements were accurately prepared and in accordance with U.S. GAAP.
Management’s Report on Internal Control Over Financial Reporting as Part of Section 404 of the Sarbanes-Oxley Act 2002 (“SOX”)
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Insofar as the Company is subject to Section 404(b) of SOX, this Annual Report on Form 10-K includes an opinion by our external auditors on the effectiveness of our internal control over financial reporting at December 31, 2025, in addition to management’s assessment of the effectiveness of internal control over financial reporting under the requirements of Section 404(a) of SOX. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company.
(2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of consolidated financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of any unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, based on the criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Based on that assessment, our internal control over financial reporting as of December 31, 2025, were not effective, based upon the material weaknesses discussed below.
Management has made significant progress in successfully remediating a substantial number of our historical material weaknesses, significant deficiencies and control deficiencies which were identified in our internal control over financial reporting assessment at December 31, 2024.
A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detected and corrected on a timely basis.
Identified Material Weaknesses
Revenue & Accounts Receivable
The Company has identified a material weakness in internal controls over financial reporting as it relates to the ineffective design of certain key activity level controls within the revenue and accounts receivable cycles as well as controls which depend upon these controls for their effectiveness.
IT General Controls
The Company has identified a material weakness in internal control over financial reporting as it relates to the Company’s change management and access controls for one application that supports the capture and approval of invoices that was not operating effectively to ensure:
| ● | IT program and data changes affecting the Company’s financially relevant application are properly identified, tested, authorized, and implemented, to ensure changes are appropriate, |
| ● | Appropriate segregation of duties is maintained to adequately restrict user and privileged access to the financially relevant application and underlying accounting records to the appropriate Company personnel. |
Due to the pervasive nature of the deficiency, automated process-level and manual controls that depend on information derived from this financially relevant application were also determined to be ineffective.
Capitalized Software and Contract Costs
The Company has identified a material weakness in internal control over financial reporting as it relates to ineffective design of certain controls over the accounting for capitalized software and contract costs within the software development cycle.
Remediation
Management was successful in remediating a substantial number of deficiencies from FY 2024. During 2025, the company hired additional personnel, refined business processes and implemented new systems and tools to enhance the financial reporting process and operational controls.
Management believes the matters described above are planned and expected to be remediated during the financial reporting period ending December 31, 2026.
Changes in Internal Control Over Financial Reporting
As disclosed in the Company’s evaluation of disclosure controls and procedures on December 31, 2024, management identified material weaknesses related to the ineffective design and execution of business process controls, monitoring controls, and ITGCs, which resulted in pervasive deficiencies across financial reporting processes. During the year ended December 31, 2025, except for the items identified above, management has successfully remediated these previously identified material weaknesses through (i) hiring additional qualified accounting and SOX personnel, (ii) implementing new financial systems and enhancing system configurations, (iii) designing and implementing new and enhanced process-level controls across all significant financial reporting cycles, (iv) enhancing documentation of U.S. GAAP accounting policies and procedures, (v) strengthening management review controls and evidentiary standards, (vi) implementing and testing IT change management and logical access controls across in-scope applications; and (vii) establishing a formalized SOX testing and monitoring program. Management evaluated the design and operating effectiveness of these newly implemented and enhanced controls during 2025.
Except for the changes noted above in connection with the initiatives to remediate prior material weaknesses, there have been no other changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of 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.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Shareholders and Board of Directors of
Adverse Opinion on Internal Control over Financial Reporting
We have audited Inspired Entertainment, Inc. and Subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses**** described in the subsequent paragraphs on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established inInternal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”:
The Company has identified a material weakness in internal controls over financial reporting as it relates to the ineffective design of certain key activity level controls within the revenue and accounts receivable cycles as well as controls which depend upon these controls for their effectiveness.
The Company has identified a material weakness in internal control over financial reporting as it relates to the Company’s change management and access controls for one application that supports the capture and approval of invoices that was not operating effectively to ensure:
| ● | IT program and data changes affecting the Company’s financially relevant application are properly identified, tested, authorized, and implemented, to ensure changes are appropriate, |
| ● | Appropriate segregation of duties is maintained to adequately restrict user and privileged access to the financially relevant application and underlying accounting records to the appropriate Company personnel. |
Due to the pervasive nature of the deficiency, automated process-level and manual controls that depend on information derived from this financially relevant application were also determined to be ineffective.
The Company has identified a material weakness in internal control over financial reporting as it relates to ineffective design of certain controls over the accounting for capitalized software and contract costs within the software development cycle.
These material weaknesses were considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2025 financial statements and this report does not affect our report dated March 10, 2026 on those financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet as of December 31, 2025 and the related consolidated statements of operations and comprehensive (loss) income, shareholders’ deficit, and cash flows as of and for the year ended December 31, 2025 of the Company and our report dated March 10, 2026 expressed an unqualified opinion on those financial statements.
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control over Financial Reporting.” Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s 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 generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide 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 company are being made only in accordance with authorizations of management and directors of the company; and (3) provide 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.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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 degree of compliance with the policies or procedures may deteriorate.
/s/ CBIZ CPAs P.C.
CBIZ CPAs P.C.
New York, New York
March 10, 2026
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