德斯维尔工业 2025年年度报告和过渡报告

(Mark one) ☐REGISTRATIONSTATEMENT PURSUANT TO SECTION 12(b)OR(g)OF THE SECURITIESEXCHANGEACT OF 1934OR☒ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACTOF 1934Forthe fiscal year ended March 31,2025OR☐TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934OR☐SHELLCOMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934Dateof event requiring this shell company reportForthe transition period from______________to______________ CommissionFile Number:001-33900 DESWELL INDUSTRIES, INC.(Exact name of registrant as specified in its charter) British Virgin Islands(Jurisdiction of incorporation ororganization)10B, Edificio Associacao Industrial DeMacau32 Rua do Comandante Mata e Oliveria,MacaoSpecial Administrative Region, PRC(Address of Principal Executive Offices) Herman Wong, Chief Financial Officer,Telephone:853-28-322096; Fax:853-28-323265E-mail:hermanwong@jetcrown.net10B, Edificio Associacao Industrial Demacau32 Rua do Comandante Mata e Oliveira,MacaoSpecial Administrative Region,PRC(Name, Telephone, E-mail and/or Facsimilenumber and Address of Company ContactPerson) Title of each classTrading Symbol(s)Nameof each exchange a onwhichregisteredCommon shares, no parvalueDSWLNASDAQ Securities registered or to be registered pursuant to Section12(g)of the Act: NONESecuritiesfor which there is a reporting obligation pursuant to Section15(d)ofthe Act: NONE Table of Contents Asof March31,2025,there were 15,935,239 common shares of the registrantoutstanding. Indicateby check mark if the registrant is a well-known seasoned issuer,as definedin Rule405 of the Securities Act. Ifthis report is an annual or transition report,indicate by check mark if theregistrantis not required to file reports pursuant to Section13or 15(d)oftheSecurities ExchangeAct of 1934 Indicate by check mark whether the registrant: (1)has filed all reports required tobe filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding12 months(or for such shorter period that the registrant was required tofilesuch reports),and(2)hasbeen subject to such filing requirements for thepast 90days. Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§232.405 of this chapter)during the preceding 12months(or for such shorterperiod that the registrant was required to submit and post such files). Indicateby check mark whether the registrant is a large accelerated filer,anacceleratedfiler,or a non-accelerated filer.See definition of“accelerated filerand large accelerated filer” in Rule12b-2 of the Exchange Act. (Check one): Largeaccelerated☐Acceleratedfiler☐Non-acceleratedfiler☒EmergingGrowthCompany☐ Ifan emerging growth company that prepares its financial statements in accordancewithU.S.GAAP,indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section13(a)of the Exchange Act.☐____________ †Theterm“new or revised financial accounting standard”refers to any update issued by theFinancial Accounting Standards Board to its Accounting Standards Codification after April5,2012. Indicateby check mark whether the registrant has filed a report on and attestationtoits management’s assessment of the effectiveness of its internal control overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 USC. 762(b))by the registered public accounting firm that prepared or issues its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by checkmarkwhether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicateby check mark whether any of those error corrections are restatements thatrequireda recovery analysis of incentive-based compensation received by any of theregistrant’sexecutive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicateby check mark which basis of accounting the registrant has used to preparethe financial statements included in this filing: U.S.GAAP☒International Financial Reporting Standards as issued bytheInternational Accounting Standards Board☐Other☐ If“Other” has been checked,indicate by check mark which financial statement itemthe registrant has elected to follow: Item17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shellcompany (as defined in Rule12b-2 of the Exchange Act). TABLEOF CONTENTS ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY31ITEM 4A.UNRESOLVED STAFF COMMENTS41ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS41ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES51