中阳金融集团 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41407 TOP Financial Group Limited(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Title of each class: Class A Ordinary Shares, par value $0.001 per share | Trading Symbol: TOP | Name of each exchange: The NasdaqStock Market LLC (Nasdaq Capital Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ Aggregate market value of ordinary shares held by non-affiliates as of September 30, 2025 (last business day of registrant’s mostrecently completed second fiscal quarter): US$9,240,000 Shares outstanding as of July 6, 2026: 33,553,455 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares. EXPLANATORY NOTE TOP Financial Group Limited (the “Company”) is a “foreign private issuer” as defined in Rule 3b-4 under the Securities Exchange Actof 1934, as amended (the “Exchange Act”). Although the Company qualifies as a foreign private issuer and is therefore eligible toreport on the forms and under the rules available to foreign private issuers (including Form 20-F), the Company has elected to file thisAnnual Report on Form 10-K, and otherwise to report, under the forms and rules applicable to domestic U.S. registrants. TheCompany is making this filing voluntarily; nothing in this Annual Report on Form 10-K is intended to, or shall be deemed to,constitute a determination that the Company has ceased to qualify as a foreign private issuer. The consolidated financial statementsincluded in this Annual Report on Form 10-K are prepared in accordance with accounting principles generally accepted in the UnitedStates (“U.S. GAAP”). TABLE OF CONTENTS PART I1Item 1. Business1Item 1A. Risk Factors45Item 1B. Unresolved Staff Comments77Item 1C. Cybersecurity77Item 2. Properties78Item 3. Legal Proceedings78Item 4. Mine Safety Disclosures78PART II79Item 5. Market for Registrant’s Ordinary Shares, Related Shareholder Matters and Issuer Purchases of EquitySecurities79Item 6. [Reserved]80Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations80Item 7A. Quantitative and Qualitative Disclosures About Market Risk96Item 8. Financial Statements and Su