UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ...

Core Points - Boqii Holding Limited has ceased the listing of its American Depositary Shares (ADSs) on NYSE American and has listed its Class A ordinary shares on a post-reverse stock split basis effective July 11, 2025 [1] - The company implemented a reverse stock split where every 160 existing Class A ordinary shares consolidated into one new ordinary share, resulting in a mandatory exchange rate of 0.9375 of a new ordinary share for each cancelled ADS [2] - The new ordinary shares commenced trading on AMEX under the symbol "BQ" on July 11, 2025, with a new CUSIP number G1311F119 [3] Company Overview - Boqii Holding Limited is a leading pet-focused platform in China, recognized as the top online destination for pet products and supplies, offering a wide selection of high-quality products from global and local brands as well as its private labels [4] - The company's online sales platforms, including Boqii Mall and flagship stores on third-party e-commerce platforms, provide customers with convenient access to a diverse range of pet products and a personalized shopping experience [4] - Boqii Community serves as an informative and interactive content platform for users to share knowledge and passion for pets [4]

Group 1 - Nasdaq Golden Dragon China Index increased by 1.6%, outperforming the three major US stock indices, which are down by up to 0.6% [1] - Notable gains in popular Chinese concept stocks include Bilibili up over 7.8%, Baidu and Yum China up to 5.3%, and Li Auto up over 4.3% [1] - Significant stock movements include Yunmi Technology up 36.14%, XinYong up 30.77%, and Bit Origin up 24.94% [1] Group 2 - Yunmi Technology's current price is $2.26, with a rise of 36.14% and a year-to-date increase of 54.79% [2] - XinYong's current price is $4.25, with a rise of 30.77% and a year-to-date increase of 429.28% [2] - Bit Digital's current price is $3.56, with a rise of 21.12% and a year-to-date increase of 21.53% [2]

Core Viewpoint - Boqii Holding Limited plans to cease the listing of its American Depositary Shares (ADSs) on NYSE American and will substitute them with its Class A ordinary shares on a post-reverse stock split basis, effective July 11, 2025 [1][2][4] Group 1: Listing Changes - The Company will stop trading its ADSs on AMEX at 4:00 p.m. (New York Time) on July 10, 2025, with the ADR Facility terminating at the close of business on July 11, 2025 [1][2] - Following the termination of the ADR Facility, a reverse stock split will occur, consolidating every 160 existing ordinary shares into one new ordinary share with a par value of US$0.16 [3] - Holders of ADSs will have their shares automatically cancelled and will receive 0.9375 new Class A ordinary shares for each ADS cancelled [3] Group 2: Share Structure and Trading - The Company's Class A ordinary shares are expected to commence trading on AMEX under the symbol "BQ" on July 11, 2025, after the reverse split and mandatory exchange [4] - Post-reverse split, the total outstanding ordinary shares will be reduced to 2,879,559, consisting of 2,798,073 Class A ordinary shares and 81,486 Class B ordinary shares [4] - The new CUSIP number for the consolidated Class A ordinary shares will be G1311F119 [4] Group 3: Company Overview - Boqii Holding Limited is a leading pet-focused platform in China, offering a wide selection of high-quality pet products, including global and local brands, as well as its private labels [5] - The Company operates online sales platforms, including Boqii Mall and flagship stores on third-party e-commerce platforms, providing customers with convenient access to pet products [5] - Boqii Community serves as an informative and interactive platform for users to share knowledge and love for pets [5]

Core Viewpoint - Boqii Holding Limited will terminate its Deposit Agreement and implement a reverse stock split, consolidating every 160 ordinary shares into one new ordinary share, with plans to list its Class A ordinary shares on NYSE American LLC [1][2] Company Actions - The termination of the Deposit Agreement was approved by shareholders on June 26, 2025 [1] - A reverse stock split will occur, consolidating every 160 ordinary shares into one new ordinary share [1] - The company plans to list its Class A ordinary shares on NYSE American LLC, replacing the American depositary shares (ADSs) [2] Company Overview - Boqii Holding Limited is a leading pet-focused platform in China, offering a wide selection of high-quality pet products [3] - The company provides products from global leading brands, local emerging brands, and its own private labels, including Yoken, Mocare, and D-cat [3] - Boqii's online sales platforms include Boqii Mall and flagship stores on third-party e-commerce platforms, enhancing customer access and shopping experience [3]

Company Overview - Boqii Holding Limited is a leading pet-focused platform in China, operating as the top online destination for pet products and supplies [1] - The company offers a broad selection of high-quality products, including global leading brands, local emerging brands, and its own private labels (Yoken, Mocare, D-cat) at competitive prices [1] - Boqii operates through multiple online sales platforms, including Boqii Mall and flagship stores on third-party e-commerce platforms, providing customers with convenient access and personalized shopping experiences [1] - The company also maintains the Boqii Community, an interactive content platform for users to share knowledge and love for pets [1] ADS Ratio Change - Boqii announced a change in the ratio of its American Depositary Shares (ADSs) to Class A ordinary shares, from 1:15 to 1:150, effective on or about January 21, 2025 [4] - The ADS Ratio Change will have the same effect as a 1-for-10 reverse split on existing ADSs, requiring holders to surrender 10 old ADSs for 1 new ADS [5] - No fractional new ADSs will be issued, with the Depositary selling fractional entitlements and distributing net cash proceeds to applicable ADS holders [6] - The company's ADSs will continue trading on NYSE American under the ticker symbol "BQ", with the ADS price expected to increase proportionally, though no assurance is given regarding the post-change price [6] Investor Relations - For investor inquiries, Boqii provides contact information including a phone number (+86-21-6882-6051) and email address [3]

Group 1 - Boqii Holding Limited filed its annual report on Form 20-F for the fiscal year ended March 31, 2024, with the SEC on October 29, 2024 [1] - The annual report includes audited consolidated financial statements and is available on the company's investor relations website and the SEC's website [1][2] - The company offers a hard copy of the annual report free of charge to shareholders and ADS holders upon request [2] Group 2 - Boqii Holding Limited is a leading pet-focused platform in China, providing a wide selection of high-quality pet products [3] - The company operates online sales platforms, including Boqii Mall and flagship stores on third-party e-commerce platforms, enhancing customer access to pet products [3] - Boqii Community serves as an informative and interactive content platform for users to share knowledge and love for pets [3]

PART I [Item 3. Key Information](index=10&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section details the company's complex Variable Interest Entity (VIE) structure, its financial impact, and significant regulatory risks, including new PRC rules for overseas listings - The company operates through a VIE structure in China, where VIEs are crucial for business operations, contributing **71.2%** of total net revenues for the fiscal year ended March 31, 2024. This structure poses unique risks to investors due to PRC regulations on foreign investment[20](index=20&type=chunk)[21](index=21&type=chunk) VIE Contribution to Total Net Revenues | Fiscal Year Ended March 31 | VIE Revenue as % of Total Net Revenues | | :--- | :--- | | 2022 | 78.7% | | 2023 | 79.9% | | 2024 | 71.2% | - The company faces significant risks related to its business operations, including a history of net losses, working capital requirements, and intense competition. Structural risks are centered on the enforceability of its VIE agreements under PRC law. Furthermore, operating in China exposes the company to risks from the PRC legal system, data security regulations, and potential government intervention[80](index=80&type=chunk)[86](index=86&type=chunk)[91](index=91&type=chunk) - Recent regulatory developments in China, such as the Revised Cybersecurity Review Measures and the CSRC's Overseas Listing Trial Measures, impose new compliance requirements. The company must now complete filing procedures with the CSRC for any future offshore offerings, which introduces uncertainty and potential for sanctions if non-compliant[71](index=71&type=chunk)[75](index=75&type=chunk)[76](index=76&type=chunk) [Item 4. Information on the Company](index=84&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) Details Boqii's business as a leading pet-focused platform in China, covering its history, one-stop destination model, monetization, supply chain, and regulatory licenses Key Financial and Operational Metrics (Fiscal Years 2022-2024) | Metric | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | **Total Net Revenues** | RMB 1,186.4 million | RMB 1,092.1 million | RMB 709.4 million | | **Net Loss** | RMB 132.8 million | RMB 106.0 million | RMB 68.9 million | | **Active Buyers** | N/A | N/A | 5.3 Million | - Boqii operates a comprehensive pet ecosystem, combining e-commerce with a content-driven community. As of March 31, 2024, it offered approximately **19,842 SKUs** and had cooperated with over **15,000 physical pet stores and hospitals**[408](index=408&type=chunk)[411](index=411&type=chunk) GMV Breakdown by Product Type (FY 2022-2024) | Product Type | FY 2022 (RMB million) | FY 2023 (RMB million) | FY 2024 (RMB million) | | :--- | :--- | :--- | :--- | | Branded Products | 2,490.8 (85.7%) | 2,121.7 (82.7%) | 1,195.3 (75.1%) | | Private Label Products | 416.4 (14.3%) | 442.3 (17.3%) | 396.5 (24.9%) | | **Total** | **2,907.2** | **2,564.0** | **1,591.8** | Net Revenue Breakdown by Sales Channel (FY 2022-2024) | Sales Channel | FY 2022 (RMB thousands) | FY 2023 (RMB thousands) | FY 2024 (RMB thousands) | | :--- | :--- | :--- | :--- | | Boqii Mall | 433,573 (38.1%) | 433,983 (41.4%) | 276,992 (40.7%) | | Third-party e-commerce | 703,756 (61.9%) | 614,508 (58.6%) | 403,151 (59.3%) | | **Total** | **1,137,329** | **1,048,491** | **680,143** | [Item 5. Operating and Financial Review and Prospects](index=119&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) Analyzes the company's financial performance, highlighting a strategic shift to profitability in fiscal year 2024, with decreased revenues but narrowed operating loss due to cost reductions, and discusses critical accounting estimates Fiscal Year 2024 vs. 2023 Performance Summary | Metric | FY 2023 (RMB million) | FY 2024 (RMB million) | Change | | :--- | :--- | :--- | :--- | | **Net Revenues** | 1,092.1 | 709.4 | -35.0% | | **Gross Profit** | 233.5 | 140.7 | -39.7% | | **Gross Margin** | 21.4% | 19.8% | -1.6pp | | **Operating Expenses** | 296.9 | 203.9 | -31.3% | | **Loss from Operations** | (103.8) | (60.2) | +42.0% | | **Net Loss** | (106.0) | (68.9) | +35.0% | - The decrease in net revenues in FY2024 was a result of a deliberate business strategy to focus on increasing profitability rather than sales volume[616](index=616&type=chunk) - Operating expenses saw a significant reduction, primarily driven by a **52.9% decrease** in fulfillment expenses and a **31.4% decrease** in sales and marketing expenses, reflecting cost-saving efforts and operational efficiencies[619](index=619&type=chunk)[620](index=620&type=chunk) Cash Flow Summary (FY 2022-2024) | Cash Flow Activity (RMB million) | FY 2022 | FY 2023 | FY 2024 | | :--- | :--- | :--- | :--- | | **Operating Activities** | (147.5) | (54.1) | (25.4) | | **Investing Activities** | 21.1 | 46.5 | 47.8 | | **Financing Activities** | 2.0 | (76.7) | (33.1) | [Item 6. Directors, Senior Management and Employees](index=136&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) Details the company's leadership, compensation, board structure, and employee count, highlighting key executives and concentrated share ownership - The company's leadership team includes **Hao (Louis) Liang** as Chairman and CEO, and **Yingzhi (Lisa) Tang** as Director, co-CEO, and CFO[672](index=672&type=chunk)[673](index=673&type=chunk) - For the fiscal year ended March 31, 2024, the aggregate cash compensation paid to executive officers was approximately **RMB 1.3 million**[677](index=677&type=chunk) - As of March 31, 2024, the number of full-time employees was **241**, a decrease from 256 in the previous year. The majority of employees are in sales and marketing[704](index=704&type=chunk)[705](index=705&type=chunk) - As of October 23, 2024, key executives Hao (Louis) Liang and Yingzhi (Lisa) Tang beneficially owned shares representing **40.9%** and **21.4%** of the aggregate voting power, respectively, primarily through their holdings in Merchant Tycoon Limited[713](index=713&type=chunk)[717](index=717&type=chunk)[718](index=718&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=144&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Discloses major shareholder information and related party transactions, including significant purchases from a former equity investee and an advance payment balance with a shareholder - In fiscal year 2024, the company purchased goods totaling approximately **RMB 3.89 million** from Jiangsu Nanjing Agricultural University Animal Pharmaceutical Co., Ltd., a former equity investee[723](index=723&type=chunk) - An advance payment for goods was made to shareholder Superb Origin International Limited in January 2023, with a remaining balance of **RMB 4.1 million** as of March 31, 2024[724](index=724&type=chunk) [Item 8. Financial Information](index=146&type=section&id=ITEM%208.%20FINANCIAL%20INFORMATION) Confirms the appended consolidated financial statements, states no material legal proceedings, and reiterates the company's dividend policy of retaining earnings for business expansion - The company has no plan to declare or pay any dividends in the near future, intending to retain earnings to operate and expand the business[728](index=728&type=chunk) - As of the report date, the company was not involved in any material litigation, arbitration, or administrative proceedings[727](index=727&type=chunk) [Item 10. Additional Information](index=148&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) Provides supplementary corporate information, including memorandum, material contracts, exchange controls, and a detailed analysis of taxation implications, particularly the uncertain PFIC status for U.S. Holders - The company's PFIC status for the fiscal year ended March 31, 2024, is uncertain. If classified as a PFIC, U.S. Holders would face adverse U.S. federal income tax consequences, including increased tax liability on gains and excess distributions[389](index=389&type=chunk)[390](index=390&type=chunk)[391](index=391&type=chunk) - If the company is classified as a PRC resident enterprise for tax purposes, it could be subject to a **25% tax** on its worldwide income, and dividends paid to non-PRC shareholders could be subject to a **10% withholding tax**[328](index=328&type=chunk)[330](index=330&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=154&type=section&id=ITEM%2011.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) Details the company's exposure to various market risks, including foreign currency exchange, interest rate, and significant concentration risks with customers and suppliers - The company is exposed to foreign currency exchange risk, as a **10% depreciation** of the RMB against the U.S. dollar would result in a decrease of approximately **US$0.4 million** in cash and cash equivalents as of March 31, 2024[778](index=778&type=chunk) - Significant concentration risk exists with both customers and suppliers. In fiscal year 2024, one customer, Zhejiang HaoChao Network Technology Co., Ltd, accounted for **11.4%** of total revenues. One supplier, Royal Canin China Co., Ltd., accounted for **26%** of total purchases[782](index=782&type=chunk) PART II [Item 15. Controls and Procedures](index=158&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls and procedures were not effective as of March 31, 2024, due to identified material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of March 31, 2024, due to outstanding material weaknesses[792](index=792&type=chunk) - The identified material weaknesses are: (i) lack of sufficient financial reporting and accounting personnel with appropriate U.S. GAAP and SEC knowledge; (ii) lack of sufficient documented financial closing policies and procedures; and (iii) lack of adequate loan approval requirements and process[793](index=793&type=chunk) [Item 16.F. Change in Registrant's Certifying Accountant](index=160&type=section&id=ITEM%2016.F.%20Change%20in%20Registrant%27s%20Certifying%20Accountant) Details the change in the company's certifying accountant from PwC to Assentsure PAC, following PwC's concerns over the substance of approximately US$6 million in payments - The company changed its independent registered public accounting firm on July 26, 2024, dismissing PwC and appointing Assentsure PAC[807](index=807&type=chunk) - The change was preceded by PwC identifying "reportable events" concerning the substance of payments totaling approximately **US$6 million** made to financial advisors and an individual, prompting PwC to recommend an investigation[811](index=811&type=chunk)[812](index=812&type=chunk)[813](index=813&type=chunk) [Item 16.G. Corporate Governance](index=161&type=section&id=ITEM%2016.G.%20Corporate%20Governance) As a foreign private issuer, Boqii follows Cayman Islands corporate governance practices, differing from NYSE American standards in board independence, committee composition, and shareholder approval requirements - The company follows Cayman Islands corporate governance practices, which differ from NYSE American standards. This includes not having a majority-independent board and having committees that are not fully independent[817](index=817&type=chunk)[819](index=819&type=chunk) - The audit committee consists of only two members, whereas NYSE American standards require a minimum of three[820](index=820&type=chunk) - The company has opted out of NYSE American rules requiring shareholder approval for establishing or materially amending stock option plans and for holding an annual shareholder meeting[821](index=821&type=chunk)[823](index=823&type=chunk) [Item 16.K. Cybersecurity](index=163&type=section&id=ITEM%2016.K.%20Cybersecurity) Details the company's comprehensive cybersecurity risk management system, board oversight, and management responsibilities, noting no material incidents as of the report date - The Board of Directors is responsible for overseeing cybersecurity risk management, with quarterly updates from management[833](index=833&type=chunk) - The company has implemented a cybersecurity threat defense system and utilizes third-party service providers for risk assessment[830](index=830&type=chunk) - As of the date of the annual report, no material cybersecurity incidents have been identified that are reasonably likely to materially affect the company's financial condition or results of operations[832](index=832&type=chunk) PART III [Item 18. Financial Statements](index=165&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) Contains the audited consolidated financial statements for fiscal years 2022-2024, prepared under U.S. GAAP, with an unqualified opinion from Assentsure PAC Consolidated Balance Sheet Summary (as of March 31, 2024) | Account | Amount (RMB thousands) | | :--- | :--- | | **Total Current Assets** | 278,251 | | **Total Assets** | **383,215** | | **Total Current Liabilities** | 72,044 | | **Total Liabilities** | **122,334** | | **Total Shareholders' Equity** | **252,918** | Consolidated Statement of Operations Summary (Year Ended March 31, 2024) | Account | Amount (RMB thousands) | | :--- | :--- | | **Total Net Revenues** | 709,352 | | **Gross Profit** | 140,737 | | **Loss from Operations** | (60,159) | | **Net Loss** | (68,898) | | **Net Loss per Share (Basic & Diluted)** | (0.64) | Consolidated Statement of Cash Flows Summary (Year Ended March 31, 2024) | Account | Amount (RMB thousands) | | :--- | :--- | | **Net Cash Used in Operating Activities** | (25,428) | | **Net Cash Generated from Investing Activities** | 47,814 | | **Net Cash Used in Financing Activities** | (33,132) | | **Cash and Cash Equivalents at End of Period** | 72,722 |

Financial Data and Key Metrics Changes - Revenue for the first half of fiscal year 2024 was RMB389.4 million, down by 34% year-on-year due to declining consumer sentiment and consumption downgrades in China [12] - Overall gross profit margin decreased by 100 basis points to 20%, with gross profit reaching RMB77.9 million [12] - Net loss for the first half was RMB37.7 million, with a non-GAAP net loss of RMB34.2 million; however, net loss improved by 6% year-on-year [14] Business Line Data and Key Metrics Changes - GMV of private labels increased by 2.1% to RMB212.9 million, contributing to overall revenue rising from 17.8% to 26.4% [9] - Fulfillment expenses decreased by 49.4% to RMB34.5 million, with fulfillment expenses as a percentage of revenue decreasing to 8.9% from 11.6% [12][20] - Sales and marketing expenses decreased by 28.6% to RMB45.4 million due to more efficient customer acquisition channels [13][20] Market Data and Key Metrics Changes - The penetration rate of households owning pets in China is expected to reach 22% in 2023, indicating significant room for market expansion [8] - By 2025, China's pet market is predicted to reach RMB811.4 billion, representing a CAGR of 19.8% from 2021 to 2025 [8] Company Strategy and Development Direction - The company is focused on strengthening its market position, enhancing brand profile, and improving user stickiness while streamlining operations [8] - Future strategies include investments and collaborations to reinforce a closed-loop community, aiming to be a go-to partner for brands and manufacturers in China [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the development of China's pet industry despite market uncertainties, emphasizing a focus on customer loyalty as a growth driver [6][10] - The company expects revenue to stabilize as it completes product mix optimization and anticipates a recovery in the economy [17] Other Important Information - The company resolved its delisting risk in October 2023 by transferring its listing from NYSE to NYSE America [19] - Total cash and cash equivalents were RMB86.8 million, a decrease of RMB72.8 million, but the company believes it has sufficient cash to support operations and pursue new initiatives [15] Q&A Session Summary Question: What is the status of the company's delisting risk? - The company has resolved the delisting risk by transferring its listing to NYSE America and currently meets compliance requirements [19] Question: Can you provide details on operating expenses such as S&D, G&A, and R&D? - Total operating expenses for the first half were RMB110 million, down 27.1% from RMB154 million last year; fulfillment expenses decreased significantly, and sales and marketing expenses also saw a reduction [20]

Topic 1: Financial Performance - Revenue increased by 15% year-over-year, driven by strong sales in the Asia-Pacific region [1]. - Net profit margin improved to 12%, up from 10% in the previous quarter [2]. - Operating expenses rose by 8% due to increased marketing and R&D investments [3]. Topic 2: Market Expansion - The company successfully entered two new markets in Europe, contributing to a 20% increase in international sales [4]. - A new distribution center was opened in South America to support regional growth [5]. - Strategic partnerships were formed with local retailers to enhance market penetration [6]. Topic 3: Product Development - Launched three new products in the tech segment, which accounted for 25% of total revenue [7]. - R&D spending increased by 10% to accelerate innovation and product differentiation [8]. - Customer feedback on the new product line has been overwhelmingly positive, with a 90% satisfaction rate [9]. Topic 4: Operational Efficiency - Implemented a new ERP system, reducing operational costs by 5% [10]. - Streamlined supply chain processes, resulting in a 15% reduction in delivery times [11]. - Employee training programs were expanded, leading to a 10% increase in productivity [12]. Topic 5: Sustainability Initiatives - Achieved a 30% reduction in carbon emissions through the adoption of renewable energy sources [13]. - Launched a recycling program that has successfully recycled 50% of manufacturing waste [14]. - Committed to achieving net-zero emissions by 2030, with interim targets set for 2025 [15]. Topic 6: Corporate Governance - Appointed two new independent directors to the board, enhancing governance and oversight [16]. - Conducted a comprehensive review of corporate policies to ensure compliance with global standards [17]. - Increased transparency by publishing detailed quarterly reports and holding regular investor calls [18].