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Item 9A. Controls and Procedures

2026-05-28 compared with 2025-05-28 · 26 added, 58 removed, 115 unchanged (42% of the section changed)

2 unchanged sentences

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our reports under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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

In making this evaluation, management considered the unremediated material weakness in our internal control over financial reporting described below.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, the period covered in this report, our disclosure controls and procedures were not effective due to the unremediated material weakness in internal control over financial reporting described below.

Notwithstanding the assessment that our disclosure controls and procedures were not effective and that a material weakness existed as of March 31, 2025, we believe that we have performed sufficient supplementary procedures to ensure that the consolidated financial statements contained in this filing fairly present our financial position, results of operations, and cash flows for the reporting periods covered herein in all material respects.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2026.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2026, the end of the period covered in this report, our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) of the Exchange Act).

Our internal control system is designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of March 31, 2025.

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

Based on this assessment, management has concluded that, as of March 31, 2025, our internal control over financial reporting was not effective due to a material weakness described below.

Under the rules and regulations of the SEC, when we are no longer an “emerging growth company” as defined in the JOBS Act, our independent registered public accounting firm will be required to report on the effectiveness of our internal control over financial reporting pursuant to Section 404.

Material Weaknesses in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over the Company’s financial reporting, as defined in Rule 13a-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, 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 in the United States of America.

As of March 31, 2026, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013).

Based on this assessment, management, under the supervision and with the participation of our principal executive officer and principal financial officer, concluded that, as of March 31, 2026, our internal control over financial reporting was effective.

Our independent registered public accounting firm, Deloitte & Touche LLP, has audited the effectiveness of our internal control over financial reporting as of March 31, 2026, as stated in their report which is included in this Annual Report on Form 10-K.

Previously Disclosed Material Weakness

A material weakness is a 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.

We previously disclosed in our Annual Report on Form 10-K for the period ended March 31, 2024, as well as in our Quarterly Reports on Form 10-Q for each interim period in fiscal 2025, material weaknesses in our internal control over financial reporting relating to (i) an ineffective control environment due to improper segregation of duties, (ii) a lack of qualified personnel to address certain complex accounting transactions, (iii) an ineffective risk assessment process, and (iv) improper design of control activities to address certain risks of material misstatement.

As described below, we have fully remediated three of these material weaknesses during fiscal 2025, but one material weakness remains unremediated as of March 31, 2025.

Remediation Efforts and Status of Material Weaknesses

During fiscal 2025, we continued to take significant steps to remediate the material weaknesses described above, with the following outcomes:

an ineffective control environment due to improper segregation of duties (remediated)

● Conducted a formal segregation of duties (“SOD”) analysis at the role/permission and user-level within our Enterprise Resource Planning (“ERP”) application using a commercially available software solution.

● Reassigned certain responsibilities, and updated user access, including privileged access, by removing unused roles and further restricting access.

● Established automated workflow within our ERP application to enforce segregation of duties between preparation and review/approval of journal entries for all legal entities.

● Performed a mitigating control analysis for residual SOD conflicts, confirming that each high-risk SOD conflict has been adequately mitigated by key controls that have been tested for design and operating effectiveness.

Based on the activities performed, management concluded that this material weakness has been remediated as of March 31, 2025.

a lack of qualified personnel to address certain complex accounting transactions (remediated)

● Engaged qualified personnel, including:

o A third-party certified public accountant (prior to fiscal year 2025) to assist with income tax provision preparation and tax filings, and provide technical accounting support.

o A national certified public accounting firm to review income tax provisions and filings, and provide technical accounting support.

o Hired and engaged additional accounting personnel with the requisite experience to improve our general accounting and financial reporting processes and enhance segregation of duties.

Based on the activities performed, management concluded that this material weakness has been remediated as of March 31, 2025.

(iii) an ineffective risk assessment process (remediated)

● Conducted a financial statement line-item risk assessment to identify significant entities, accounts, assertions, risks, business processes, business applications, and service providers (prior to fiscal year 2025).

● Formalized our Sarbanes-Oxley (“SOX”) compliance program scope and approach based on the financial statement line-item risk assessment (prior to fiscal year 2025).

● Prepared Management’s annual report on SOX compliance, which included our year-end conclusions on the design and operating effectiveness of our internal control over financial reporting.

● Conducted a fraud risk assessment in accordance with COSO Internal Control – Integrated Framework Principle 8:

Assesses Fraud Risk.

● Conducted process-level risk and control analysis and created process flowcharts and risk & control matrices associated each material account balance for each significant entity-level, business, and information technology (“IT”) process for each significant entity.

● Assessed the design and operating effectiveness of key controls that were implemented and operating as of March 31, 2025.

Based on the activities performed, management concluded that this material weakness has been remediated as of March 31, 2025.

(iv) the improper design of control activities to address certain risks of material misstatement (partially remediated)

There is a material weakness in the aggregate in the control activities component of the COSO Framework due to improper design of control activities to address certain risks of material misstatement.

This relates to the Company’s primary third-party system for the processing, recording and reporting of Recorded Music royalty expense along with Recorded Music royalty payables and advances.

The Company has not designed certain controls related to the reliability of this system and the reports

generated by this system which are relied upon by management to support other control activities.

Management relies on the accuracy and completeness of data processed and calculated by this information system, which includes contractual rates, usage tracking, and allocation of payments to artists for the preparation of its financial statements.

The Company also relies on certain reports generated by this system to support controls over the recognition and reporting of royalty expense along with royalty payables and advances.

The service organization operating this system does not provide an independent assurance report regarding the design and operating effectiveness of its internal controls over financial reporting, including both application controls and general IT controls such as logical access, change management, and data integrity.

This material weakness has not been fully remediated as of March 31, 2025.

We continue to improve our processes and control activities and are testing the design and operating effectiveness of our newly implemented and enhanced controls as remediation progresses.

While the Company has made considerable progress this year, we will not be able to fully remediate the remaining material weakness until we have implemented the remaining planned corrective actions and the applicable controls operate effectively for a sufficient period of time.

Our management will continue to monitor the effectiveness of our remediation plans in future periods and will make the changes management determines to be appropriate.

We previously disclosed in our Annual Report on Form 10-K for the period ended March 31, 2025, as well as in our Quarterly Reports on Form 10-Q for each interim period in fiscal 2026, a material weakness in our internal control over financial reporting relating to (i) improper design of control activities to address certain risks of material misstatement specifically related to the Company’s primary third-party system for processing, recording and reporting of Recorded Music royalty expenses along with Recorded Music royalty payable and advances, which was remediated during the current year, as described below.

Remediation Efforts and Status of the Material Weakness

During fiscal year 2026, management completed testing of remediation over the previously disclosed material weakness described above, and performed the following activities:

● Collaborated with the Company’s service organization to understand the controls and available reporting and to communicate management’s internal control expectations.

● Provided training to relevant process and control owners regarding control responsibilities and management’s internal control expectations.

● Designed, implemented and operated general IT controls to verify that logical access and program changes within the Company’s third-party system for the processing, recording and reporting of Recorded Music royalty expense along with Recorded Music royalty payables and advances were appropriate and properly authorized.

● Designed, implemented and operated reconciliation and recalculation business process controls to address the accuracy and completeness of data processed and calculated by the Company’s third-party system for the processing, recording and reporting of Recorded Music royalty expense along with Recorded Music royalty payables and advances.

Based on the activities performed, management has concluded that the material weakness has been remediated as of March 31, 2026.

Changes in Internal Control over Financial Reporting

Other than the specific remediation activities noted above, there have been no 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.

Except as disclosed above, 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) of the Exchange Act) during the fiscal quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls and Procedures

49 unchanged sentences

in connection with the PIPE Investment (incorporated by reference to Exhibit 10.4 to Roth CH Acquisition II Co.’s Current Report on Form 8 K filed with the SEC on April 15, 2021).

Exhibit Description

agent (incorporated by reference to Exhibit 10.6 to Reservoir Media, Inc.’s Current Report on Form 8 K filed with the SEC on July 28, 2021).

Fourth Amended and Restated Credit Agreement, dated as of July 28, 2021, by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.6 to Reservoir Media, Inc.’s Current Report on Form 8 K filed with the SEC on July 28, 2021).

First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 7, 2021, by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the other loan parties party thereto from time to time, the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to Reservoir Media, Inc.’s Current Report on Form 8 K filed with the SEC on December 7, 2021).

Second Amendment to the Fourth Amended and Restated Credit Agreement, dated as of December 16, 2022, by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the other loan parties party thereto from time to time, the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to Reservoir Media, Inc.’s Current Report on Form 8-K filed with the SEC on December 20, 2022).

Third Amendment to the Fourth Amended and Restated Credit Agreement, dated as of June 3, 2025 by and among Reservoir Media Management, Inc., Reservoir Media, Inc., the other loan parties party thereto from time to time, the lenders party thereto from time to time and Truist Bank, as administrative agent (incorporated by reference to Exhibit 10.1 to Reservoir Media Inc.’s Current Report on Form 8-K filed with the SEC on June 4, 2025).

Reservoir Media, Inc.

5 unchanged sentences

Form of Stock Award Agreement (incorporated by reference to Exhibit 10.5 to Reservoir Media, Inc.’s Registration Statement on Form S 8 filed with the SEC on October 14, 2021).

Amended & Restated Letter of Employment, dated June 29, 2023, by and between Reservoir Media Management, Inc.

and Golnar Khosrowshahi (incorporated by reference to Exhibit 10.1 to Reservoir Media Inc’s Quarterly Report on Form 10-Q filed with the SEC on August 2, 2023).

Amended and Restated Letter of Employment, dated April 1, 2021, by and between Reservoir Media Management, Inc.

and Rell Lafargue (incorporated by reference to Exhibit 10.14 to Roth CH Acquisition II Co.’s Registration Statement on Form S 1 filed with the SEC on July 1, 2021).

Amended and Restated Letter of Employment, dated May 26, 2022, by and between Reservoir Media Management, Inc.

and Jim Heindlmeyer (incorporated by reference to Exhibit 10.16 to Reservoir Media Inc.’s Annual Report on Form 10-K filed with the SEC on June 21, 2022).

Amended & Restated Letter of Employment, dated March 5, 2026, by and between Reservoir Media Management, Inc.

and Golnar Khosrowshahi (incorporated by reference to Exhibit 10.1 to Reservoir Media Inc.’s Current Report on Form 8-K filed with the SEC on March 6, 2026).

Amended & Restated Letter of Employment, dated March 5, 2026, by and between Reservoir Media Management, Inc.

and Rell Lafargue (incorporated by reference to Exhibit 10.2 to Reservoir Media Inc.’s Current Report on Form 8-K filed with the SEC on March 6, 2026).

Amended & Restated Letter of Employment, dated March 5, 2026, by and between Reservoir Media Management, Inc.

and Jim Heindlmeyer (incorporated by reference to Exhibit 10.3 to Reservoir Media Inc.’s Current Report on Form 8-K filed with the SEC on March 6, 2026).

Subsidiaries of Reservoir Media, Inc.

Exhibit Description

Securities Trading Policy of Reservoir Media, Inc.

1 unchanged sentence

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit Description

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

43 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