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]