☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(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 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 193 ...

Core Viewpoint - Garden Stage Limited has entered into a definitive agreement for a registered direct offering of 38,406,345 ordinary shares at a price of $0.11 per share, expected to raise approximately $4.2 million in gross proceeds [1][2]. Group 1: Offering Details - The offering includes the option for pre-funded warrants at the same price, with an exercise price of $0.001 per share [1]. - The transaction is anticipated to close on or about July 25, 2025, pending customary closing conditions [2]. - The offering is conducted under a shelf registration statement previously filed and declared effective by the SEC [3]. Group 2: Company Overview - Garden Stage Limited is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage, asset management, and investment advisory services [5]. - The company operates through wholly-owned subsidiaries, including I Win Securities Limited and I Win Asset Management Limited, both licensed for various regulated activities under Hong Kong's SFO [5].

Company Compliance Update - Garden Stage Limited has regained compliance with the minimum closing bid price requirement under Nasdaq Listing Rule 5550(a)(2) as of June 23, 2025 [1][2] - The company had previously received a delinquency notification on December 24, 2024, indicating non-compliance due to a closing bid price below $1.00 per share for 30 consecutive business days [2] Company Overview - Garden Stage Limited is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage services, asset management services, and investment advisory services [3] - The company operates through wholly-owned subsidiaries, including I Win Securities Limited and I Win Asset Management Limited, both licensed to conduct various regulated activities under the SFO in Hong Kong [3]

Financial Performance - Total revenues for the six months ended September 30, 2024, were $704,339, a decrease of 6.1% compared to $750,626 in the same period of 2023[7] - Net loss for the six months ended September 30, 2024, was $3,274,725, compared to a net loss of $751,660 for the same period in 2023, representing a significant increase in losses[7] - Basic and diluted loss per share for the six months ended September 30, 2024, was $0.21, compared to $0.06 for the same period in 2023[7] - Total expenses for the six months ended September 30, 2024, were $3,984,302, significantly higher than $1,490,632 in the same period of 2023, indicating increased operational costs[7] - For the six months ended September 30, 2024, the net loss was $3,274,725, compared to a net loss of $751,660 for the same period in 2023, indicating an increase in losses of approximately 335%[14] Assets and Liabilities - Total current assets as of September 30, 2024, were $12,258,787, slightly up from $12,256,426 as of March 31, 2024[5] - Total liabilities increased to $8,711,379 as of September 30, 2024, compared to $7,298,345 as of March 31, 2024, indicating a rise in financial obligations[5] - Shareholders' equity decreased to $6,901,430 as of September 30, 2024, down from $9,285,488 as of March 31, 2024, reflecting the impact of the net loss[5] - Cash and cash equivalents decreased to $863,069 as of September 30, 2024, from $2,665,852 as of March 31, 2024, showing a decline in liquidity[5] Revenue Streams - The Group's principal revenue streams include advisory fees, brokerage commissions, due diligence service fees, handling income, and introducing and referral income[63] - Revenue from advisory fees is recognized over time, while brokerage commissions are recognized at a point in time upon transaction completion[65] - The Group's revenue from contracts with customers recognized at a point in time totaled $690.398 million for the six months ended September 30, 2024, compared to $746.318 million in 2023, a decrease of about 7.5%[85] - The Group's revenue from contracts with customers recognized over time was $7.826 million for the six months ended September 30, 2024, down from $321.558 million in 2023, indicating a significant decline of approximately 97.6%[85] Operating Activities - Net cash used in operating activities was $(809,604) for the six months ended September 30, 2024, a significant decrease from net cash provided by operating activities of $203,660 in 2023[14] - The Group's total employee benefit plan costs for the six months ended September 30, 2024, were $17.171 million, an increase from $12.833 million in 2023, reflecting a rise of approximately 33.5%[96] Share-Based Compensation - The company incurred share-based compensation expenses of $835,967 during the six months ended September 30, 2024, reflecting its commitment to incentivizing employees[14] - Share-based compensation expenses for the six months ended September 30, 2024, amounted to $835,967, compared to $0 in 2023, indicating a significant increase due to new awards granted[97] Regulatory and Compliance - The company has no operations and primarily serves as a holding company for its subsidiaries, which are engaged in investment advisory services and securities brokerage[21] - The reorganization of the legal structure of the group was completed on April 3, 2023, establishing the company as the holding entity for its subsidiaries[23] - I Win Securities Limited maintained a regulatory capital of $1,193,207 as of September 30, 2024, exceeding the minimum requirement of $386,109 by 309%[190] - I Win Asset Management Limited reported a regulatory capital of $62,936, which is 489% above the minimum requirement of $12,870 as of September 30, 2024[190] Credit Risk and Allowances - The allowance for expected credit losses was recorded at $48,387 for the six months ended September 30, 2024, indicating the company's proactive approach to managing credit risk[14] - The allowance for expected credit losses as of September 30, 2024, was $56,354, significantly increased from $7,668 as of March 31, 2024[130] - The Group has adopted the current expected credit loss model under ASC 326, which resulted in earlier recognition of losses compared to the incurred loss approach[45] IPO and Capital Structure - The company completed its initial public offering on December 1, 2023, raising gross proceeds of $11,500,000 by issuing 2,500,000 ordinary shares at $4.00 per share[22] - The Company completed its IPO on December 1, 2023, issuing 2,500,000 ordinary shares at $4 per share, raising net proceeds of $10,133,680 after expenses[160] - The Company had a total of 15,625,000 ordinary shares issued and outstanding as of December 5, 2023, after the IPO and over-allotment[161] Legal and Administrative Matters - There were no material legal or administrative proceedings involving the company as of September 30, 2024[192] - No subsequent events occurred that would require recognition or disclosure in the financial statements after September 30, 2024[196]

Core Viewpoint - Garden Stage Limited has received a delinquency notification from Nasdaq due to its ordinary shares trading below the minimum bid price requirement of $1.00 for 30 consecutive business days, with a compliance deadline set for June 23, 2025 [1][6]. Company Overview - Garden Stage Limited is a Hong Kong-based financial services provider engaged in placing and underwriting services, securities dealing and brokerage services, asset management services, and investment advisory services [3]. Compliance Details - The company has a 180-day period from the date of the notice to regain compliance with the minimum bid price requirement, which is until June 23, 2025 [1][2]. - If the company fails to regain compliance by the deadline, it may be eligible for additional time, provided it meets other listing requirements [2]. Trading Status - The receipt of the notice does not affect the company's business operations or the trading of its ordinary shares, which will continue to trade on Nasdaq under the ticker "GSIW" [6]. - If the bid price reaches or exceeds $1.00 for at least 10 consecutive business days before the compliance deadline, Nasdaq will confirm compliance [6].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Title of each class Trading Symbol(s) Name of each exchange on which registered Ordinary shares, par value $0.0001 per share GSIW The Nasdaq Stock Market LLC (Nasdaq Capital Market) FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(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, 2024 OR ☐ TR ...

Financial Performance - Revenues for the first half of fiscal year 2024 decreased by 36.39% to $750,626 from $1,180,102 in the same period of 2023[2] - Net loss increased by 33.61% to $751,660 compared to a net loss of $562,582 in the prior year[9] - For the six months ended September 30, 2023, the net loss increased to $751,660 compared to a net loss of $562,582 for the same period in 2022, representing a 33.6% increase in losses[25] Revenue Streams - Brokerage commissions revenue fell to $159,389, down 62.32% from $422,326 in the previous year[5] - Underwriting and placement income dropped 90.39% to $39,765 from $414,657 year-over-year[5] - Advisory fees increased to $321,558, a new revenue stream compared to $nil in the same period last year[5] Expenses and Cash Flow - Total expenses decreased by 14.47% to $1,490,632 from $1,742,855 year-over-year[4] - Net cash provided by operating activities decreased significantly to $203,660 from $3,985,064 in the prior year[10] - The company reported a net cash provided by operating activities of $203,660 for the six months ended September 30, 2023, a significant decrease from $3,985,064 in the same period of 2022[25] Cash and Liquidity - Cash and cash equivalents as of September 30, 2023, were $676,873, down from $828,689 at the end of March 2023[19] - The total cash and restricted cash at the end of September 30, 2023, was $6,286,819, a decrease of 49.5% from $12,414,867 at the end of September 30, 2022[25] - The company’s cash and restricted cash at the beginning of the year was $6,317,200, down from $7,842,802 in the previous year, indicating a decline in liquidity[25] Shareholder Equity and Capital - The total shareholders' equity increased to $1,996,680 as of September 30, 2023, from $128,702 as of September 30, 2022, indicating a significant improvement in equity position[23] - The company issued 1,275,000 ordinary shares during the six months ended September 30, 2023, raising additional paid-in capital of $794,771[23] - The balance of retained earnings showed a deficit of $831,155 as of September 30, 2023, compared to a deficit of $434,908 as of September 30, 2022, reflecting a worsening financial position[23] Staffing and Operational Changes - The average number of staff decreased from 18 to 13, contributing to a reduction in compensation and benefits[6] - Receivables from broker-dealers and clearing organizations increased significantly to $4,222,005 in 2023 from a negative $180,720 in 2022, indicating a substantial change in operating assets[25] Foreign Currency and Financing Activities - The company experienced a foreign currency translation adjustment gain of $6,436 in 2023, contrasting with a loss of $89 in 2022[23] - Cash flows from financing activities resulted in a net cash used of $249,246 in 2023, compared to a net cash provided of $628,281 in 2022, highlighting a shift in financing strategy[25] IPO and Fundraising - The company closed its IPO on December 1, 2023, raising funds by issuing 2,500,000 ordinary shares at $4.00 each[13]