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Item 9A. Controls and Procedures

2026-03-16 compared with 2025-03-17 · 67 added, 51 removed, 174 unchanged (40% of the section changed)

1 unchanged sentence

Disclosure Controls and Procedures

Disclosure controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

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 by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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Our management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.

Based upon that evaluation, our management, including our principal executive officer and principal financial officer, has concluded that, as of the end of the period

covered by this report, the Company’s disclosure controls and procedures were not effective at the reasonable assurance level.

Based upon that evaluation, our management, including our principal executive officer and principal financial officer, has concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting

(a) Management’s Annual Report on Internal Control Over Financial Reporting

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company management is responsible for establishing and maintaining adequate internal control over financial reporting.

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Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013) .

A material weakness is a deficiency, or a 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.

Based on that assessment and due to the material weakness described in the following paragraphs, our management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2024.

Material Weaknesses in Internal Control and Plan for Remediation

It was determined that management’s information technology general control (“ITGC”) specific to change management was not sufficiently designed to monitor direct changes to databases within two accounting systems during the period January 1, 2024 through October 31, 2024.

Management completed the actions described in paragraphs that follow to remediate this ITGC deficiency.

Effective November 1, 2024, the deficiency was remediated.

However, certain business process controls (automated and manual) from January 1, 2024 through October 31, 2024 could have been adversely affected due to insufficient design of this ITGC, and therefore determined to be ineffective during this time period.

Furthermore, following the remediation date of November 1, 2024, management did not have a sufficient number of control occurrences with which to demonstrate operating effectiveness for certain annual and quarterly manual controls.

Due to the insufficient control occurrences available for testing operating effectiveness, management was unable to conclude on the effectiveness of these controls and therefore determined that these controls cannot be considered effective as of December 31, 2024.

Due to the number of manual controls that management was not able to consider effective as of December 31, 2024, management concluded that such deficiencies represent a material weakness in the

Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of December 31, 2024.

The referenced deficiency did not result in any identified misstatements to the consolidated financial statements, and there were no changes to previously released financial results.

The deficiency described above created a reasonable possibility that a material misstatement to the consolidated financial statements may not be prevented or detected on a timely basis.

Our independent registered public accounting firm, Marcum LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

Marcum LLP’s report appears on page 43 of this Annual Report on Form 10-K.

Based upon the results of management’s evaluation of the effectiveness of the Company’s internal control over financial reporting, the Company took the following actions, which were completed as of November 1, 2024, to remediate the ITGC material weakness discussed previously:

● Management purchased and implemented additional database monitoring and alerting software to monitor activities on key financial systems.

● Management purchased and implemented a Privileged Access Management application to manage, monitor, and limit direct data access to financial systems.

● Management increased the scope and frequency of reviews of changes to key financial system data.

● Management implemented additional management review procedures.

The material weakness arising from the lack of control occurrences for the annual and quarterly manual controls will not be considered fully remediated until the controls have operated for a sufficient period of time to allow management to conclude, through testing, that these controls are operating effectively.

We expect to complete the remediation process for this material weakness in 2025.

Changes in Internal Control Over Financial Reporting

Except for the on-going remediation relating to the material weakness discussed previously, there were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Based on that assessment, management has concluded that, as of December 31, 2025, the Company’s internal control over financial reporting was effective at the reasonable assurance level.

The Company’s independent registered public accounting firm, CBIZ CPAs P.C., has issued a report on the effectiveness of the Company’s internal control over financial reporting.

Their report appears in ITEM 9A(b).

(b) Attestation Report of the Independent Registered Public Accounting Firm

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and Board of Directors of

Consolidated Water Co.

Opinion on Internal Control over Financial Reporting

We have audited Consolidated Water Co.

Ltd.'s (the “Company”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in COSO.

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 income, stockholders’ equity and cash flows and the related notes (collectively referred to as the “financial statements”) for the year ended December 31, 2025 of the Company, and our report dated March 16, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

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.

BIZ CPAs P.C.

/s/ CBIZ CPAs P.C.

We have served as the Company’s auditor since 2005 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

Fort Lauderdale, FL

March 16, 2026

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the Company’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

OTHER INFORMATION

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Information required by this item with respect to our audit committee and our audit committee financial expert is contained in the Proxy Statement under the heading “Proposal 1 - Election of Directors - Committees of the Board of Directors - Audit Committee” and is incorporated by reference in this Annual Report.

To our knowledge, based solely on the review of reports required by Section 16(a) of the Exchange Act and written representations from the certain reporting persons, we believe that during the fiscal year ended December 31, 2024, other than Wilmer F.

Pergande, who filed a Form 4 one day late for the sale of 3,500 shares, our officers, directors and significant shareholders have timely filed the appropriate form under Section 16(a) of the Exchange Act .

Flowers, Jr., who filed a Form 4 late for the transfer of 50,080 shares, our officers, directors and significant shareholders have timely filed the appropriate form under Section 16(a) of the Exchange Act .

Information required by this item with respect to insider trading policies and procedures is contained in the Proxy Statement under the heading “Proposal 1 - Election of Directors - Governance of the Company - Insider Trading and Hedging Policy” and is incorporated by reference in this Annual Report.

38 unchanged sentences

by the Government of the Cayman Islands (incorporated herein by reference to Exhibit 10.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2002, Commission File No.

Exhibit Description

Amendment to License Agreement dated July 20, 2010 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10 filed as a part of our Form 8-K filed July 23, 2010, Commission File No.

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Amendment to License Agreement dated November 6, 2013 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1.10 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Exhibit Description

Amendment to License Agreement dated June 30, 2014 between the Government of the Cayman Islands and Cayman Water Company Limited (incorporated herein by reference to Exhibit 10.1 to our Form 8-K filed July 14,2014, Commission File No.

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(incorporated herein by reference to Exhibit 10.2 to our Form 8-K filed September 19, 2007, Commission File No.

Exhibit Description

Third Amendment of Engagement Agreement dated September 9, 2009 between Frederick W.

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(incorporated by reference to Exhibit 10.1 filed as part of our Form 8-K filed September 13, 2022, Commission File No.

Exhibit Description

Specimen Service Agreement between Cayman Water Company Limited and consumers (incorporated herein by reference to the exhibit filed as part of our Registration Statement on Form F-1 dated March 26, 1996)

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(incorporated herein by reference to Exhibit 10.2 filed as a part of our Form 8-K filed February 4, 2011, File No.

Exhibit Description

Proposal letter dated December 8, 2010 addressed to the Water and Sewerage Corporation (incorporated herein by reference to Exhibit 10.3 filed as a part of our Form 8-K filed February 4, 2011, File No.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.1 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Appendix to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.2 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Exhibit Index to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.3 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Exhibits to N.S.C.

agreement for the purchase of 12 hectares of land dated May 16, 2013 (incorporated herein by reference to Exhibit 10.32.4 filed as a part of our Form 10-K for the fiscal year ended December 31, 2013, Commission File No.

Real Estate Purchase and Sale Agreement dated June 10, 2024 between N.S.C.

and Banco National de Obras y Servicios Publicos

Exhibit Description

Public-Private Partnership Contract dated August 22, 2016 among Aguas de Rosarito S.A.P.I.

de C.V., the State Water Commission of Baja California, the Government of Baja California represented by the Secretary of Planning and Finance, and the Public Utilities Commission of Tijuana.

(incorporated herein by reference to Exhibit 10.1 to be filed as a part of our Amendment No.

1 to Form 8-K filed August 26, 2016, File No.

Letter dated June 29, 2020 from the Director General of the Comisión Estatal del Agua de Baja California to Aguas de Rosarito, S.A.P.I.

(incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 8-K filed July 6, 2020, File No.

and Banco National de Obras y Servicios Publicos (incorporated herein by reference to Exhibit 10.14.5 filed as a part of our Form 10-K for the fiscal year ended December 31, 2024, Commission File No.

Procurement of and Operating Agreement for a Sea Water Desalination Plant at Red Gate Water Works, Grand Cayman, Cayman Islands, using the Reverse Osmosis Process (2021), effective as of May 10, 2022, by and between The Water Authority of the Cayman Islands and Ocean Conversion (Cayman) Limited (incorporated herein by reference to Exhibit 10.1 filed as a part of our Form 10-Q filed November 14, 2022, File No.

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and Banco Nacional de Obras y Servicios Públicos, S.N.C., as trustee under the trust agreement for Fondo Nacional de Infraestructura (incorporated by reference to Exhibit 10.1 filed as part of our Form 8-K filed June 4, 2024, Commission File No.

Employment contract dated August 23, 2010 between Brent Brodie and Consolidated Water Co.

First Amendment to Employment Contract dated March 4, 2022 between Brent Brodie and Consolidated Water Co.

Employment contract dated June 28, 2012 between Douglas R.

Vizzini and Consolidated Water Co.

(incorporated herein by reference to Exhibit 10.25 filed as a part of our Form 10-K for the fiscal year ended December 31, 2024, Commission File No.

First Amendment of Employment Contract dated May 27, 2025 between Douglas Vizzini and Consolidated Water Co.

(incorporated by reference to Exhibit 10.1 filed as part of our Form 8-K filed June 2, 2025, Commission File No.

Employment contract dated October 1, 2021 between Armando Averhoff and Consolidated Water Co.

First Amendment to Employment Contract dated May 27, 2025 between Armando Averhoff and Consolidated Water Co.

Exhibit Description

Letter from Marcum LLP to the Securities and Exchange Commission dated April 7, 2025 (incorporated by reference to Exhibit 16.1 filed as part of our Form 8-K filed April 11, 2025, Commission File No.

Insider Trading and Disclosure of Non-Public Information Policy (incorporated herein by reference to Exhibit 19 filed as a part of our Form 10-K for the fiscal year ended December 31, 2023, Commission File No.

Subsidiaries of the Registrant

Consent of Marcum LLP - Consolidated Water Co.

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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(Principal Financial and Accounting Officer)

/s/ Kimberly Adamson

March 16, 2026

Kimberly Adamson

/s/ Linda Beidler-D’Aguilar

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March 16, 2026

/s/ Maria-Elena Giner

March 16, 2026

Maria-Elena Giner

/s/ Gerónimo Gutiérrez Fernández

March 16, 2026

Gerónimo Gutiérrez Fernández

/s/ Leonard J.

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures