20-F/A: Real Messenger Amends Annual Report for Control Disclosures

Real Messenger Corporation filed an amendment to its annual report to include disclosures on disclosure controls and internal control over financial reporting for the fiscal year ended March 31, 2025.

Summary

• This Amendment No. 2 on Form 20-F/A is filed by Real Messenger Corporation to amend its Annual Report on Form 20-F for the fiscal year ended March 31, 2025, originally filed on July 31, 2025, and previously amended on August 19, 2025.
• The sole purpose of this amendment is to include disclosures in Part II Item 15. Controls and Procedures, specifically regarding the evaluation of the effectiveness of disclosure controls and procedures, and management's annual report on internal control over financial reporting.
• The amendment does not affect any other parts of, or any other exhibits to, the Original Filing, nor does it reflect events occurring after the date of the Original Filing.
• The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the company's disclosure controls and procedures as of the end of the period covered by this Annual Report.
• Management is responsible for establishing and maintaining adequate internal control over financial reporting, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles.
• This annual report does not include a report of management's assessment regarding internal control over financial reporting due to a transition period established by SEC rules for newly public companies.
• An attestation report of the company's registered public accounting firm is not included, as the company is a non-accelerated filer and an emerging growth company.
• There were no material changes in internal controls over financial reporting during the period covered by this annual report.

Sentiment

Score: 6

Explanation: The filing is a routine amendment to ensure compliance with SEC disclosure requirements regarding internal controls and procedures. The certifications by the CEO and CFO are positive, indicating management's commitment to accurate reporting and effective controls. However, the absence of a management's assessment report on internal control over financial reporting and an attestation report from the public accounting firm, while explained by the company's status as a newly public, non-accelerated, and emerging growth company, prevents a fully robust assessment of internal controls.

Positives

• Management (CEO and CFO) evaluated the effectiveness of disclosure controls and procedures as of the end of the fiscal year, indicating adherence to regulatory requirements.
• No material changes in internal control over financial reporting were reported, suggesting stability in the company's control environment.
• The CEO and CFO provided certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, affirming the accuracy of the report and their responsibility for controls.

Negatives

• The annual report does not include a management's assessment report on internal control over financial reporting due to a transition period for newly public companies.
• An attestation report from the company's registered public accounting firm is not included, as the company qualifies as a non-accelerated filer and an emerging growth company.

Risks

• Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements.
• Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.
• Significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting could adversely affect the company's ability to record, process, summarize, and report financial information.
• Any fraud, whether or not material, involving management or other employees who have a significant role in the company's internal control over financial reporting could impact financial reporting reliability.

Future Outlook

The company acknowledges the inherent limitations of internal control over financial reporting, noting that projections of effectiveness to future periods are subject to risks that controls may become inadequate or compliance may deteriorate.

Management Comments

• The CEO and CFO have reviewed this Annual Report and, based on their knowledge, it does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading regarding the period covered by this Annual Report.
• Based on the CEO's and CFO's knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations, and cash flows of the Company as of, and for, the periods presented.
• The CEO and CFO are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting, and have designed them to ensure material information is made known and financial statements are prepared reliably in accordance with GAAP.
• The CEO and CFO evaluated the effectiveness of the company's disclosure controls and procedures as of the end of the period covered by this Annual Report.
• The CEO and CFO disclosed, based on their most recent evaluation of internal control over financial reporting, all significant deficiencies and material weaknesses, and any fraud, whether or not material, involving management or other employees, to the company's auditors and the audit committee.

Industry Context

This amendment addresses standard regulatory compliance requirements for public companies regarding internal controls and disclosure procedures, which is a common practice across all industries to ensure financial reporting integrity.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased transparency regarding internal controls and management's responsibility for financial reporting, potentially enhancing investor confidence.
• Regulatory Authorities: Compliance with SEC filing requirements, demonstrating adherence to regulatory standards.
• Management: Confirms their responsibility and evaluation of disclosure controls and internal financial reporting controls.

Key Dates

Recommendation

This filing is a routine amendment focused on compliance with internal control and disclosure procedures. It does not contain new financial results, strategic updates, or material operational changes that would warrant a change in investment thesis. The certifications by management are standard for such filings. Investors should hold their position and await more substantive operational or financial updates.

Keywords

SEC filing, Form 20-F/A, Annual Report Amendment, Disclosure Controls, Internal Control Over Financial Reporting, Corporate Governance, Real Messenger Corporation, RMSG, Sarbanes-Oxley Act, SOX Compliance