top-20260630

June 30,
2026

March 31,
2026

Remaining lease term and discount rate

Weighted average remaining lease term (years)

Weighted average discount rate

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to __________

Commission File Number: 001-41407

TOP FINANCIAL GROUP LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		Identification Number)

101 Cecil Street, #13-05 Tong Eng Building		Singapore 069533
(Address of principal executive offices)		(Zip code)

+65 6252 8998

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares, par value $0.005 per share		TOP		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange 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 submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant 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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 17, 2026, the registrant had 121,705,513 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, par value $0.005 per share, outstanding.

		INDEX

Part I - Financial Information		1

Item 1 - Consolidated Financial Statements (Unaudited)		1

Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 2026		1

Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended June 30, 2026 and 2025 (Unaudited)		2

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the three months ended June 30, 2026 and 2025 (Unaudited)		3

Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2026 and 2025 (Unaudited)		4

Notes to Condensed Consolidated Financial Statements (Unaudited)		5

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations		24

Item 3 - Quantitative and Qualitative Disclosures About Market Risk		39

Item 4 - Controls and Procedures		40

Part II - Other Information		41

Item 1 - Legal Proceedings		41

Item 1A - Risk Factors		41

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds		41

Item 3 - Defaults Upon Senior Securities		41

Item 4 - Mine Safety Disclosures		41

Item 5 - Other Information		41

Item 6 - Exhibits		42

Signatures		43

Part I - Financial Information

Item 1 - Consolidated Financial Statements

TOP Financial Group Limited

Condensed Consolidated Balance Sheets

(Expressed in U.S. Dollars, except for the number of shares)

	As of
	June 30, 2026		March 31, 2026
	(unaudited)
Assets
Cash and cash equivalents	$	10,407,367	$	12,989,922
Restricted cash		34,860,027		18,715,497
Digital assets		2,339,179		-
Receivables from broker-dealers and clearing organizations		20,310,833		32,535,854
Receivables from customers		-		1,668,312
Loans receivable, net		81,182,401		11,751,771
Due from a related party		232,525		232,565
Securities owned, at fair value		1,081,370		710,632
Fixed assets, net		1,059,762		1,114,541
Intangible assets, net		63,759		63,776
Goodwill		26,187		26,187
Right-of-use assets		1,386,066		1,557,438
Long-term investments		3,147,784		3,147,784
Deposit for long-term investment		1,400,800		600,000
Other assets		865,631		899,299
Deferred tax assets		43,507		43,365
Total assets	$	158,407,198	$	86,056,943

Liabilities and shareholders’ equity
Payable to customers	$	53,815,624	$	48,850,774
Payable to customers – a related party		8,568		8,570
Contract liabilities		-		53,255
Income tax payable		105,402		149,778
Promissory notes payable		637,592		637,755
Accrued expenses and other liabilities		442,666		527,484
Lease liabilities		1,415,554		1,584,183
Subscription fees advanced from shareholders		64,983,160		-
Total liabilities		121,408,566		51,811,799

Commitments and contingencies

Shareholders’ Equity

Class A Ordinary shares (par value $0.005 per share, 3,600,000,000 shares authorized; 6,710,691 and 5,418,883 shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively)*		33,555		27,096
Class B Ordinary shares (par value $0.005 per share, 400,000,000 shares authorized; 2,000,000 shares and 2,000,000 shares issued and outstanding at June 30, 2026 and March 31, 2026, respectively)*		10,000		10,000
Additional paid-in capital		31,984,829		29,036,288
Retained earnings		4,460,209		4,573,642
Accumulated other comprehensive income		208,978		296,688
Total shareholders’ equity		36,697,571		33,943,714
Non-controlling interest		301,061		301,430
Total liabilities and shareholders’ equity	$	158,407,198	$	86,056,943

*	The share information is presented on a retroactive basis to reflect the share consolidation at a ratio of 1-for-5 effected on August 3, 2026 (Note 1).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss

(Expressed in U.S. dollar, except for the number of shares)

	For the Three Months Ended June 30,
	2026			2025
Revenues
Futures brokerage commissions	$	164,201		$	638,546
Virtual asset brokerage commissions		73,755			-
Trading solution service revenues		-			150,000
Interest income from loan business		416,139			237,049
Other service revenues		374,315			30,571
Trading (losses) gains		(124,571	)		179,295
Interest income and other		172,861			97,932
Total revenues		1,076,700			1,333,393

Expenses
Commission expenses		173,222			442,210
Compensation and benefits		571,097			434,006
Communications and technology		80,651			116,491
Occupancy		424,487			25,636
Travel and business development		13,587			3,163
Professional fees		87,409			47,258
Other administrative expenses		113,201			178,637
Total expenses		1,463,654			1,247,401

(Loss) income before income taxes		(386,954	)		85,992
Income tax benefits		273,229			-
Net (loss) income		(113,725	)		85,992
Less: Net loss attributable to non-controlling shareholders		(292	)		-
Net (loss) income attributable to TOP Financial Group Limited’s shareholders	$	(113,433	)	$	85,992

Net (loss) income	$	(113,725	)	$	85,992
Other comprehensive loss
Foreign currency translation adjustment		(87,787	)		(142,667	)
Total comprehensive loss	$	(201,512	)	$	(56,675	)
Less: Total comprehensive loss attributable to non-controlling shareholders		(369	)		-
Total comprehensive loss attributable to TOP Financial Group Limited’s shareholders	$	(201,143	)	$	(56,675	)
(Loss) earnings per share*:
Basic and diluted	$	(0.02	)	$	0.01
Weighted average number of ordinary shares outstanding*:
Basic and diluted		7,493,229			7,411,184

*	The share information is presented on a retroactive basis to reflect the share consolidation at a ratio of 1-for-5 effected on August 3, 2026 (Note 1).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Expressed in U.S. dollar, except for the number of shares)

														Accumulated
														Other
	Class A				Class B				Additional					Comprehensive			Non-
	Ordinary Shares				Ordinary Shares				Paid-in		Retained			Income			controlling
	Shares*		Amount		Shares*		Amount		Capital		Earnings			(Loss)			Interest			Total
Balance as of March 31, 2025		7,408,895	$	37,046		-	$	-	$	28,976,144	$	5,744,465		$	127,649		$	-		$	34,885,304
Share-based compensation		2,315		12		-		-		14,994		-			-			-			15,006
Net income		-		-		-		-		-		85,992			-			-			85,992
Foreign currency translation adjustment		-		-		-		-		-					(142,667	)		-			(142,667	)
Balance as of June 30, 2025		7,411,210	$	37,058		-	$	-	$	28,991,138	$	5,830,457		$	(15,018	)	$	-		$	34,843,635

Balance as of March 31, 2026		5,418,883	$	27,096		2,000,000	$	10,000	$	29,036,288	$	4,573,642		$	296,688		$	301,430		$	34,245,144
Share-based compensation		3,605		18		-		-		14,982		-			-			-			15,000
Issuance of Class A ordinary shares pursuant to a private placement		1,288,203		6,441		-		-		2,933,559		-			-			-			2,940,000
Net loss		-		-		-		-		-		(113,433	)		-			(292	)		(113,725	)
Foreign currency translation adjustment		-		-		-		-		-					(87,710	)		(77	)		(87,787	)
Balance as of June 30, 2026		6,710,691	$	33,555		2,000,000	$	10,000	$	31,984,829	$	4,460,209		$	208,978		$	301,061		$	36,998,632

*	The share information is presented on a retroactive basis to reflect the share consolidation at a ratio of 1-for-5 effected on August 3, 2026 (Note 1).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TOP Financial Group Limited

Unaudited Condensed Consolidated Statements of Cash Flows

(Expressed in U.S. dollar)

	For the Three Months Ended June 30,
	2026			2025
Net cash provided by operating activities	$	6,034,786		$	7,138,236

Cash flows from investing activities:
Purchases of fixed assets		(3,112	)		-
Purchases of securities owned		(188,000	)		(256,420	)
Deposits for long-term investment		(800,800	)		(100,000	)
Acquisition of a subsidiary		-			(64,105	)
Proceeds from sales of digital assets		6,633,981			-
Loans made to third parties		-			(1,000,000	)
Loans made to a related party		-			(2,500,000	)
Collection of loans from customers		2,175,000			3,690,759
Net cash provided by (used in) investing activities		7,817,069			(229,766	)

Net increase in cash, cash equivalents and restricted cash		13,851,855			6,908,470
Cash, cash equivalents and restricted cash, beginning of period		31,705,419			15,174,936
Effect of exchange rates on cash, cash equivalents and restricted cash		(289,880	)		(32,138	)
Cash, cash equivalents and restricted cash, end of period	$	45,267,394		$	22,051,268

Supplemental disclosures of cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes, net of refunds	$	-		$	-

Non-cash operating, investing and financing activities
Collection of USDT as proceeds from subscription fees advanced from shareholders	$	64,983,160		$	-
Collection of USDT as proceeds from issuance of Class A ordinary shares in a private placement	$	2,940,000		$	-
Advance of loans to customers in the form of USDT	$	58,950,000		$	-

Reconciliation of cash, cash equivalents and restricted cash to the unaudited condensed consolidated balance sheets

	As of
	June 30, 2026		March 31, 2026
Cash and cash equivalents	$	10,407,367	$	12,989,922
Restricted cash		34,860,027		18,715,497
Total cash, cash equivalents, and restricted cash	$	45,267,394	$	31,705,419

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

1. Organization and Description of Business

TOP Financial Group Limited (formerly “Zhong Yang Financial Group Limited” and “ZYFGL”) (“TFGL”) is a company incorporated in Cayman Islands with limited liability on August 1, 2019. TFGL is a parent holding company with no operations. Effective on July 13, 2022, the Company changed its name from “Zhong Yang Financial Group Limited” to “TOP Financial Group Limited” (“Name Change”).

TFGL has two wholly-owned subsidiaries, ZYSL (BVI) Limited (“ZYSL (BVI)”) and ZYCL (BVI) Limited (“ZYCL (BVI)”), both which are investment holding entities formed under the laws and regulations of the British Virgin Islands on August 29, 2019.

Zhong Yang Securities Limited (“ZYSL”), a wholly-owned subsidiary of ZYSL (BVI), was established in accordance with laws and regulations of Hong Kong on April 22, 2015 with a registered capital of HKD 41,400,000 (approximately $5.3 million). ZYSL is a limited liability corporation licensed with the Hong Kong Securities and Futures Commission (“HKSFC”) to carry out regulated activities including Type 1 Dealing in Securities and Type 2 Dealing in Futures Contracts.

Zhong Yang Capital Limited (“ZYCL”), a wholly-owned subsidiary of ZYCL (BVI), was established in accordance with laws and regulations of Hong Kong on September 29, 2016 with a registered capital of HKD 5,000,000 (approximately $0.6 million). ZYCL is a limited liability corporation licensed with the HKSFC to carry out regulated activities Type 4 Advising on Securities, Type 5 Advising on Futures Contracts and Type 9 Asset Management.

Eight subsidiaries, ZYAL (BVI) Limited (“ZYAL (BVI)”), ZYTL (BVI) Limited (“ZYTL (BVI)”), ZYNL (BVI) Limited (“ZYNL (BVI)”), WIN100 Tech Limited (“WIN100 TECH”), ZYPL (BVI) Limited (“ZYPL (BVI)”), ZYXL (BVI) Limited (“ZYXL (BVI)”), ZYIL (BVI) Limited (“ZYIL (BVI)”) and ZYFL (BVI) Limited (“ZYFL (BVI)”) were incorporated under the laws of the British Virgin Islands on January 7, 2021, January 12, 2021, January 20, 2021, May 14, 2021, July 14, 2022, July 14, 2022, November 11, 2022, and November 11, 2022, respectively. These subsidiaries are dormant as of the date of this report, except for WIN100 TECH, which provides trading solutions for clients trading on the world’s major derivatives and stock exchanges.

On November 28, 2022, ZYPL (BVI) established Top Financial Pte. Ltd. (“Top Fin”) in accordance with laws and regulations of Republic of Singapore. On the same date, ZYXL (BVI) set up Top Asset Management Pte. Ltd. (“Top AM”) in accordance with laws and regulations of Republic of Singapore. On February 24, 2023, ZYFL established Winrich Finance Limited in accordance with laws and regulations of Hong Kong. On February 9, 2023, the Company, through ZYIL (BVI), purchased 100% equity interest in Win100 Wealth Limited (“Win100 Wealth”) from an entity controlled by the controlling shareholder of the Company. The acquisition of Win100 Wealth was considered to be a business combination under common control. As of the acquisition date, Win100 Wealth had no operating activities and there were no assets or liabilities balance, income or expense, or cash flows in the financial statement of Win100 Wealth. Therefore, there was no financial impact resulting from the acquisition of Win100 Wealth. On March 19, 2024, ZYIL (BVI) established Win100 Management Limited (“Win100 Management”) in accordance with laws and regulations of BVI. On September 23, 2024, ZYIL (BVI) established TOP Solar Fund SPC (“Top Solar”) in accordance with laws and regulations of Cayman Islands.

On April 12, 2023, the Company, through ZYAL, closed an acquisition of 100% equity interest in TOP 500 SEC PTY LTD (“Top 500”) from the sole shareholder of Top 500 (the “Seller of Top 500”) for cash consideration of $700,000. The Seller of Top 500 is a company controlled by Junli Yang, the controlling shareholder of the Company. On closing of acquisition, Top 500 did not meet definition of a business as it had no process or output. The acquisition of Top 500 was considered to be an acquisition of net assets under common control. On the acquisition date, Top 500 recorded minimal net assets deficits of $5,200. The Company recorded a reduction of additional paid-in capital of $705,200 in the acquisition.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

1. Organization and Description of Business (Continued)

TFGL together with its subsidiaries (collectively, the “Company”) are primarily engaged in providing futures brokerage and other financial services in Hong Kong through a trading platform to its customers. The Company generates brokerage commission income by enabling its customer to trade on multiple exchanges around the world.

On October 4, 2024, the Board of the Company approved the reclassification and redesignation of ordinary shares, and adoption of dual-class share capital structure. The details are as follows:

(i)

reclassify all ordinary shares of the Company issued and outstanding into class A ordinary shares of the Company with a par value of US$0.001 each (the “Class A Ordinary Shares”) with one (1) vote per share and with other rights attached to such shares as set forth in the second amended and restated memorandum and articles of association of the Company (the “M&A”) on a one for one basis;

(ii)

redesignate 10,000,000 authorized but unissued ordinary shares of the Company into 10,000,000 class B ordinary shares of the Company with a par value of US$0.001 each (the “Class B Ordinary Shares”) with fifty (50) votes per share and with other rights attached to it in the M&A on a one for one basis; and

(iii)

redesignate the remaining authorized but unissued ordinary shares of the Company into Class A Ordinary Shares on a one for one basis.

On June 24, 2025, the Board of the Company approved the re-designation of 90,000,000 authorized but unissued Class A Ordinary Shares of a par value of US$0.001 each into 90,000,000 authorized but unissued Class B Ordinary Shares of a par value of US$0.001 each and as a consequence of the Share Redesignation, to change the composition of the Company’s authorized share capital from 1,000,000,000 shares, comprising 990,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares to 1,000,000,000 shares, comprising 900,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares.

On July 3, 2025, the Company, through ZYNL (BVI) Limited (“ZYNL”), a subsidiary of the Company, established Winrich Trust Limited (“Winrich Trust”) with other four shareholders. The Company owns 20% equity interest in Winrich Trust. However the Company treats Winrich Trust as a variable interest entity and consolidate Winrich Trust in its consolidated financial statements, which is because all shareholders of Winrich Trust signed vote-in-concert agreement and substantially all of Winrich Trust’s activities are conducted on behalf of the Company.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

1. Organization and Description of Business (Continued)

On July 9, 2025, the Company and ZYNL (BVI) Limited (“ZYNL”), a subsidiary of the Company, entered into a Share Purchase Agreement (the “Agreement”) with Zhong Yang Financial Services Limited (the “Target”) and the sole shareholder of the Target (“Seller”). The Seller is a company incorporated under the laws of Hong Kong, of which a family member of Ms. Junli Yang, the Chairwoman of the Board of Directors of the Company, and Ms. Yung Yung Lo, the Chief Financial Officer of the Company, hold 71.50% and 8.30% equity interest, respectively. Pursuant to the Agreement, Seller agreed to sell, convey, assign, transfer and deliver to ZYNL, and ZYNL agreed to purchase from Seller, 100% of the equity interest in the Target for a total purchase price of HKD500,000 (approximately USD63,750). The closing of the transaction is conditioned upon completion of due diligence reviews of the Target and any required regulatory approvals.

On April 22, 2026, the Company, through ZYTL (BVI) Limited (“ZYTL”), a subsidiary of the Company, established Strategic Power Investment Limited. On June 11, 2026, the Company setup TOP US Limited in the United States.

On May 27, 2026, the Company held an extraordinary general meeting of shareholders and approved an increase of the Company’s authorized share capital from US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 900,000,000 class A ordinary shares of a par value of US$0.001 each and (ii) 100,000,000 class B ordinary shares of a par value of US$0.001, to US$20,000,000.00 divided into 20,000,000,000 ordinary shares of a par value of US$0.001 each comprising (i) 18,000,000,000 class A ordinary shares of a par value of US$0.001 each (the “Class A Ordinary Shares”) and (ii) 2,000,000,000 class B ordinary shares of a par value of US$0.001 each (the “Class B Ordinary Shares”), by the creation of additional 17,100,000,000 Class A Ordinary Shares and 1,900,000,000 Class B Ordinary Shares, with immediate effect (the “Share Capital Increase”) and to authorize any director of the Company or the registered office provider of the Company to do all other acts and things as the board of directors of the Company (the “Board”) considers necessary or desirable in connection with the Share Capital Increase, including without limitation, notifying and attending to the necessary filings with the Registrar of Companies in the Cayman Islands.

On July 20, 2026, the board of directors approved (i) a share consolidation of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares at a ratio of 1-for-5 (the “Share Consolidation”), such that (a) every five (5) issued and unissued Class A ordinary shares of a par value of US$0.001 each was consolidated into one (1) Class A ordinary share of a par value of US$0.005 each, (b) every five (5) issued and unissued Class B ordinary shares of a par value of US$0.001 each was consolidated into one (1) Class B ordinary share of a par value of US$0.005 each, and (c) any fractional shares resulting from the Share Consolidation was rounded up to the nearest whole share. The Share Consolidation was effective on August 3, 2026. As a result, the Company’s authorized share capital was adjusted to US$20,000,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.005 each, comprising 3,600,000,000 Class A ordinary shares with a par value of US$0.005 each and 400,000,000 Class B ordinary shares with a par value of US$0.005 each. The Company’s Class A ordinary shares began trading on a post-split basis on the Nasdaq Stock Market LLC on August 3, 2026, under the current symbol “TOP”. The new CUSIP number following the Share Consolidation is G989A6110.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies

Basis of presentation and principle of consolidation

The interim unaudited condensed consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

The unaudited condensed consolidated balance sheet as of June 30, 2026 and the unaudited condensed consolidated statements of operations and comprehensive (loss) income for the three months ended June 30, 2026 and 2025 have been prepared pursuant to the rules and regulations of the SEC and pursuant to Regulation S-X. Certain information and footnote disclosures, which are normally included in annual financial statements prepared in accordance with U.S. GAAP, have been omitted pursuant to those rules and regulations. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and the notes thereto, included in the Form 10-K for the fiscal year ended March 31, 2026, which was filed with the SEC on July 7, 2026.

In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended March 31, 2026. The results of operations for the three months ended June 30, 2026 and 2025 are not necessarily indicative of the results for the full years.

The unaudited condensed consolidated financial statements include the financial statements of the parent company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U. S. (“U.S. GAAP”) requires the use of estimates and assumptions that affect both the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Receivables from broker-dealers and clearing organizations

Receivables arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers. Clearing organization receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. The balance of receivables from broker-dealers and clearing organizations represents such receivables related to the Company’s customer trading activities and proprietary trading activities.

As of June 30, 2026 and March 31, 2026, receivables from broker-dealers and clearing organizations consisted of the following:

	As of
	June 30, 2026		March 31, 2026
Receivables from broker-dealers and clearing organizations for futures customer accounts	$	13,433,403	$	30,129,118
Receivables from broker-dealers and clearing organizations for securities customer accounts		3,324,414		1,972,832
Receivables from broker-dealers and clearing organizations for securities proprietary trading		3,553,016		433,904
	$	20,310,833	$	32,535,854

Receivables from customers

Receivables from customers include the trading solution services fees and other amounts due from customers once the transactions have been executed and completed. Receivables from customers are recorded net of allowance for expected credit losses. Revenues earned from the futures brokerage service are included in futures brokerage commission, and revenues earned from trading solution services are included in trading solution services income. The amounts receivable from customers that are determined by management to be uncollectible are recorded as expected credit losses in the unaudited condensed consolidated statements of operations. For the three months ended June 30, 2026 and 2025, the Company did not provide allowance for expected credit losses against receivables from customers.

Digital assets

For the three months ended June 30, 2026, the Company obtained USD Tether (“USDT”) from investors which subscribed for ordinary shares. As of June 30, 2026, digital assets are initially recorded at cost in the accompanying unaudited condensed consolidated balance sheets. Since USDT is redeemed at one USDT for one U.S. dollar on demand from the issuer, the fair value of USDT approximates its cost. Dollar. As of June 30, 2026, the Company held 2,339,179 tokens of USDT. For the three months ended June 30, 2026, the Company did not sell USDT or exchange USDT into other digital assets.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition

a) Revenue from Contracts with Customers

ASC 606, Revenue from Contracts with Customers (“ASC 606”) establishes principles for reporting information about the nature, amount, timing and uncertainty of revenues and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenues to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. In according with ASC 606, revenues are recognized when the Company satisfies the performance obligations by delivering the promised services to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

The Company identified each distinct service as a performance obligation. The recognition and measurement of revenues is based on the assessment of individual contract terms. The Company applied a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year, which needs to be recognized as assets.

Futures brokerage commissions

The Company earns fees and commissions from futures brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers. When a customer executes a futures transaction through the Company’s platform, futures brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each futures trading transaction, and the performance obligation is satisfied on the trade date because that is when the underlying financial instrument is identified, the pricing of brokerage services is agreed upon and the promised services are delivered to customers. All of the Company’s revenues from contracts with customers are recognized at a point in time. The futures brokerage service cannot be cancelled once it has been executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed and cleared by the third-party brokers. The Company recognizes revenue on a gross basis as the Company is determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company may offer volume rebate as a trading incentive to certain customers. The Company will review the customer’s transaction volume monthly and provide volume rebates on the commission charged to specific customers with large volume transactions. The volume rebate offered to such customers is accounted for as a variable consideration and determined based on the most-likely amount method, which is recognized as a reduction of revenues. For the three months ended June 30, 2026 and 2025, the Company did not offer volume rebates, as no customer achieved the transaction volume threshold required for eligibility.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition (continued)

a) Revenue from Contracts with Customers (continued)

Virtual asset brokerage commissions

The Company earns commissions from virtual asset brokerage services based on a fixed rate for each transaction, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party broker. When a customer converts virtual assets to US dollars in the account through the Company’s platform, virtual asset brokerage commission is recognized upon the completion of this transaction. Only a single performance obligation is identified for each virtual asset conversion transaction, and the performance obligation is satisfied on the trade date because that is when the underlying US dollar is identified, the pricing of brokerage services is agreed upon and the promised services are delivered to customers. All of the Company’s revenues from contracts with customers are recognized at a point in time. The virtual asset brokerage service cannot be cancelled once it has been executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed. The Company recognizes revenue on a gross basis as the Company is determined to be the primary obligor in fulfilling the trade order initiated by the customer. The Company did not offer volume rebate to customers.

Trading solution services fees

The Company provides trading solution services to customers (e.g. individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and other financial products, through both internally and externally developed proprietary investment management software. The Company’s trading solution provides a variety of functions suitable for front-end transaction executions to back-office settlement operations. The Company implements the initial installation of such software for each customer and provides hosting services for a period of time, generally two years, as agreed in the contracts. The initial installation is considered as a set-up activity, rather than a promised service to customers, which provides no incremental benefit to customers beyond permitting the access and use of the hosted application. The Company identifies a single performance obligation from its contracts with customers. The Company charges each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate for each transaction executed on the platform with a minimum monthly fee required. The Company recognizes the trading solution services as satisfied over time.

Other service revenues

The Company also provides other financial services, including securities brokerage and currency exchange services, and earns securities brokerage commissions and other revenues, which are recognized when the service is rendered according to the relevant contracts. The Company may offer volume rebate as a trading incentive to certain customers. The Company will review the customer’s transaction volume monthly and provide volume rebates on the securities brokerage charged to customers. The volume rebate offered to customers is accounted for as a variable consideration and determined based on the most-likely amount method, which is recognized as a reduction of revenues.

For the three months ended June 30, 2026 and 2025, other revenues accounted for 34.8% and 2.3%, respectively, of total revenues from contracts with customers.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Revenue Recognition (continued)

Sources of revenue

The following table presents revenues from contracts with customers, in accordance with ASC Topic 606, by major source:

	For the Three Months Ended June 30,
	2026		2025
Futures brokerage commissions
Commission on futures broking earned from Hong Kong Exchange	$	25,858	$	64,225
Commission on futures broking from overseas Exchanges		138,343		574,321
		164,201		638,546
Virtual asset brokerage commissions		73,755		-
Trading solution service revenues		-		150,000
Other service revenues		374,315		30,571
	$	612,271	$	819,117

b)	Trading gains, interest income and other

Trading gains and losses, interest income from loan business and other interest income fall within the scope of ASC Topic 825, Financial Instruments, which is excluded from the scope of ASC Topic 606. Trading gains and losses mainly consist of realized and unrealized gains and losses from the (1) investment in OTC derivative business, (2) US common stocks, which are included in Securities owned, at fair value, and (3) foreign exchange forward purchased on the investment accounts in J. Safra Sarasin Bank. Regarding the investment in OTC derivative business, the Company subscribed for 50% of the structured note portfolio. According to the agreements among the Company and other holders of structured notes, company gains and losses mainly from (i) in the event the portfolio makes gains and declares distribution of dividends from the portfolio, the Company is entitled to 20% of dividends, (ii) in the event the portfolio suffers losses, the other 50% holders of structured notes shall bear the losses until the net assets of the portfolio reached 55% of total subscription amount, and (iii) in the event the net assets of portfolio is below 55% of subscription amount, the portfolio is terminated.

The Company launched the loan business in 2024. For the three months ended June 30, 2026 and 2025, the Company provided the loan business to third party customers. The business was approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. Interest and other income primarily consist of interest earned on bank deposits.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

(Loss) earnings per share

Basic (loss) earnings per ordinary share is computed by dividing net (loss) income attributable to ordinary shareholders by the weighted-average number of ordinary shares outstanding during the period. Diluted (loss) earnings per share is computed by dividing net (loss) income attributable to ordinary shareholders by the sum of the weighted average number of ordinary share outstanding and of potential ordinary share (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share. For the three months ended June 30, 2026 and 2025, the Company had no dilutive securities.

Translation of foreign currencies

The functional currency is the U.S. dollar for the Company’s Cayman Islands operations, Hong Kong dollar for Hong Kong subsidiaries’ operations, Australian dollar for the Australian subsidiary’s operation and Singapore dollar for Singapore subsidiaries’ operations. The Company’s reporting currency is the U.S. dollar. Assets and liabilities denominated in foreign currencies are translated at year-end exchange rates, income statement accounts are translated at average rates of exchange for the year and equity is translated at historical exchange rates. Any translation gains or losses are recorded in other comprehensive loss. Gains or losses resulting from foreign currency transactions are included in net (loss) income. The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:

	As of
	June 30, 2026		March 31, 2026
HKD exchange rate for balance sheet items, except for equity accounts		7.8420		7.8400
AUD exchange rate for balance sheet items, except for equity accounts		1.4461		1.4588
SGD exchange rate for balance sheet items, except for equity accounts		1.2941		1.2893

	For the Three Months Ended June 30,
	2026		2025
HKD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows		7.8347		7.8030
AUD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows		1.4083		1.5605
SGD exchange rate for items in the statements of operations and comprehensive loss, and statements of cash flows		1.2795		1.3007

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Fair value of financial instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 assets included securities owned, at fair value.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. As of June 30, 2026 and for the three months ended June 30, 2026, foreign currency forward contracts were categorized in Level 2 of the fair value hierarchy.

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value.

As of June 30, 2026 and March 31, 2026, financial instruments of the Company comprised primarily current assets and current liabilities including cash and cash equivalents, restricted cash, receivables from broker-dealers and clearing organizations, receivables from customers, loans receivable, due from related parties, securities owned, at fair value, payables to both third party and related party customers, promissory note payable and other payables. In except for the securities owned, at fair value, the carrying amount of the financial instruments approximate their fair values because of the short-term nature of these instruments. Digital assets is classified as level 1 financial instrument as it has open market price. Since USDT is redeemed at one USDT for one U.S. dollar on demand from the issuer, the fair value of USDT approximates its cost. Securities owned, at fair value as of June 30, 2026 and March 31, 2026, mainly consist of common stock investments and are based upon quoted market price.

Significant risks and uncertainties

1) Credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of cash and cash equivalents. The maximum exposure of such assets to credit risk is their carrying amount as at the balance sheet dates.

As of June 30, 2026, the Company’s cash and cash equivalents were held with banks located in Hong Kong, Singapore, and Australia. Each bank account in Hong Kong is insured by government authority with the maximum limit of HK$800,000. Each bank account in Singapore is insured by government authority with the maximum limit of SG$100,000. Each bank account in Australia is insured by government authority with the maximum limit of AU$250,000. As of June 30, 2026, approximately $8.7 million of the Company’s cash and cash equivalents exceeded these insured limits and was uninsured.

2) Concentration risk

For the three months ended June 30, 2026, 3 customers accounted for approximately 13%, 9% and 8% of the total revenue, respectively. For the three months ended June 30, 2025, 3 customer accounted for approximately 23%, 11% and 9% of total revenue.

For the three months ended June 30, 2026, 2 brokers accounted for 9% and 8% of the total commission expenses, respectively. For the three months ended June 30, 2025, 2 brokers accounted for approximately 64% and 4% of the total commission expenses.

As of June 30, 2026, the payable balance due to 3 customers accounted for approximately 10%, 9% and 8% of the total balance of payable to customers, respectively. As of March 31, 2026, the payable balance due to two customers accounted for approximately 53% and 14% of the total balance of payable to customers, respectively.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

2. Summary of Significant Accounting Policies (Continued)

Recent Accounting Pronouncements

On December 17, 2025, the FASB issued ASU 2025-12, which is to correct, clarify, and otherwise improve U.S. GAAP. ASU 2025-12 includes 33 improvements that span a wide range of topics, including Clarifying diluted earnings per share (EPS) calculation when a loss from continuing operations exists, Clarifying disclosure requirements for lease receivables from sales-type or direct financing leases, Revising the calculation of the reference amount for beneficial interests to prevent double counting credit losses, Clarifying the permissible methods to account for treasury stock retirements, and Clarifying the guidance for transfers of receivables from contracts with customers. The amendments in this Update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. If an entity adopts the amendments in this Update in an interim period, it must adopt them as of the beginning of the annual reporting period that includes that interim reporting period. An entity may elect to early adopt the amendments on an issue-by-issue basis. For example, an entity may decide to early adopt certain amendments and adopt the remaining amendments at the effective date. An entity should apply the amendments in this Update (except for the amendments to Topic 260, Earnings Per Share, related to Issue 4) using one of the following transition methods: (i) Prospectively to all transactions recognized on or after the date that the entity first applies the amendments, or (ii) Retrospectively to the beginning of the earliest comparative period presented. An entity should adjust the opening balance of retained earnings (or other appropriate components of equity or net assets in the statement of financial position) as of the beginning of the earliest comparative period presented. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

On December 8, 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides “interim financial statements and notes in accordance with GAAP.” The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For all other entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU No. 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03, as clarified by ASU 2025-01, is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. This guidance will be applied either prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of these standards will have on the Com

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.

The Company does not believe the above-mentioned recently issued but not yet effective accounting standards, if currently adopted, would have a material impact on its consolidated financial position, statements of operations and comprehensive loss and cash flows.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

3. Receivables from customers

As of June 30, 2026 and March 31, 2026, receivables from customers consisted of the following:

	As of
	June 30, 2026			March 31, 2026
Receivable due from trading solution services	$	1,708,802		$	3,377,114
Less: allowance for expected credit loss on receivables from customers		(1,708,802	)		(1,708,802	)
Receivables from customers, net	$	-		$	1,668,312

As of June 30, 2026 and March 31, 2026, the Company assessed the collection from the customers and recorded allowance for expected loss of $1,708,802 and $1,708,802 against receivables from customers, respectively. For the three months ended June 30, 2026 and 2025, the Company did not provide additional allowance for expected credit losses against accounts receivable.

4. Loans receivable

As of June 30, 2026 and March 31, 2026, loans receivable consisted of the following:

	As of
	June 30, 2026			March 31, 2026
Receivable due from customers holding US stocks or HK stocks (i)	$	3,339,607		$	1,096,030
Less: allowance for expected credit loss on receivable due from customers holding US stocks or HK stocks		(506,251	)		(506,380	)
Receivable due from customers holding US stocks or HK stocks, net		2,833,356			589,650
Loans receivable (ii)		78,349,045			11,162,121
Loan receivable, net	$	81,182,401		$	11,751,771

(i)

The balance due from customers holding US stocks or HK stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks or HK stocks through the Company’s platform. The US stocks and HK stocks were under custodian of the Company, and the customers shall fully pay the balance to the Company before they sold these stocks. For the three months ended June 30, 2026 and 2025, the Company did not provide expected credit loss against the receivables due from these customers.

(ii)

The Company’s loan business is approved by Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. For the three months ended June 30, 2026 and 2025, the Company recognized interest income of $416,139 and $191,022 from the loan business. As of June 30, 2026, the loans receivables were comprised of principal of $78,537,345 and interest of $811,700, respectively. As of March 31, 2026, the loans receivables were comprised of principal of $10,713,159 and interest of $448,962, respectively.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

5. Fixed assets, Net

As of June 30, 2026 and March 31, 2026, fixed assets consisted of the following:

	As of
	June 30, 2026			March 31, 2026
Investment properties	$	255,113		$	255,178
Office equipment		487,500			484,533
Leasehold improvement		464,883			465,002
Less: accumulated depreciation		(147,734	)		(90,172	)
Fixed assets, net	$	1,059,762		$	1,114,541

Depreciation expense was $57,646 and $7,472 for the three months ended June 30, 2026 and 2025, respectively.

6. Employee Benefits

All salaried employees of the Company in Hong Kong are enrolled in a Mandatory Provident Fund Scheme (“MPF scheme”) scheme under the Hong Kong Mandatory Provident Fund Schemes Ordinance, within two months of employment. The MPF scheme is a defined contribution retirement plan administered by an independent trustee. The Company makes regular contributions of 5% of the employee’s relevant income to the MPF scheme, subject to a maximum of $192 per month. Contributions to the plan vest immediately. The Company recorded MPF expense of $10,692 and $4,612 for the three months ended June 30, 2026 and 2025, respectively.

7. Fair Value

The following table presents information about the Company’s assets by major category measured at fair value on a recurring basis as of June 30, 2026 and March 31, 2026, and indicates the fair value hierarchy of the valuation technique utilized by the Company to determine such fair value. Assets measured at fair value on a recurring basis as of June 30, 2026 and March 31, 2026:

	As of June 30, 2026
	Carrying			Fair Value
	Value			Level 1		Level 2			Level 3		Total
Assets:
Securities owned, equities at fair value	$	1,081,370		$	1,081,370	$	-		$	-	$	1,081,370
Digital assets		2,339,179			2,339,179		-			-		2,339,179
Foreign currency forward contracts		(67,882	)		-		(67,882	)		-		(67,882	)
Total assets at fair value	$	3,352,667		$	3,420,549	$	(67,882	)	$	-	$	3,352,667

	As of March 31, 2026
	Carrying			Fair Value
	Value			Level 1		Level 2			Level 3		Total
Assets:
Securities owned, at fair value	$	710,632		$	710,632	$	-		$	-	$	710,632
Foreign currency forward contracts		(400	)		-		(400	)		-		(400	)
Total assets at fair value	$	710,232		$	710,632	$	(400	)	$	-	$	710,232

There was no transfer between any levels during the three months ended June 30, 2026 and 2025.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

8. Operating lease

As of June 30, 2026, the Company had four non-cancelable operating lease agreements with third-party lessors, with lease terms ranging between two years and three years. The lease agreements mature from August 2026 through August 2028. The Company considers the renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term.

The Company determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discount lease payments based on an estimate of its incremental borrowing rate. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The table below presents the operating lease related assets and liabilities recorded on the balance sheets.

	As of
	June 30, 2026		March 31, 2026
Rights of use lease assets	$	1,386,066	$	1,557,438

Operating lease liabilities	$	1,415,554	$	1,584,183

The weighted average remaining lease terms and discount rates for the above operating lease were as follows as of June 30, 2026 and March 31, 2026:

During the three months ended June 30, 2026 and 2025, the Company incurred total operating lease expense of $188,230 and $34,517, respectively.

The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2026:

Nine months ending March 31, 2027	$	554,823
Twelve months ending March 31, 2028		664,641
Twelve months ending March 31, 2029		210,643
Less: imputed interest		(14,553	)
Present value of lease liabilities	$	1,415,554

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

9. Long-term investments

As of June 30, 2026 and March 31, 2026, long-term investments consisted of the following:

	As of
	June 30, 2026		March 31, 2026
Investment measured using the measurement alternative	$	3,147,784	$	3,147,784

For the three months ended June 30, 2026 and 2025, the Company did not make additional investments in investees.

The Company accounted for the investment in these privately held companies using the measurement alternative at cost, less impairment, with subsequent adjustments for observable price changes resulting from orderly transactions for identical or similar investments of the same issuers. These privately held companies just commenced their operations in the year of 2024 and incurred losses through June 30, 2026. For the three months ended June 30, 2026 and 2025, the Company did not record upward adjustments or downward adjustments on the investment. For the three months ended June 30, 2026 and 2025, the Company’s impairment analysis considers both qualitative and quantitative factors that may have a significant effect on the fair value of the equity investment, and did not provide impairment against investees.

In April 2025 and August 2024, the Company made investment in two installments of $100,000 and $500,000 as deposits in one existing cost-method investee with intension to increase its equity interest in the investee. In the three months ended June 30, 2026, the Company also made deposits of $800,800 in a new investee. As of June 30, 2026 and March 31, 2026, the Company recorded the $1,400,800 and $600,000 in the account of “Deposit for long-term investment” on the consolidated balance sheet, respectively.

10. Share-based compensation

Effective on May 31, 2022, the Company employed three non-executive directors. As part of compensation expenses, the Company agreed to issue ordinary shares to the three directors. On quarterly basis, each director would receive ordinary shares with a fair value of $5,000, and the number of ordinary shares is determined by the closing market price on issuance dates.

For the three months ended June 30, 2026 and 2025, the Company issued an aggregation of 3,605 and 2,315 ordinary shares, respectively, to the three directors, and recognized share-based compensation expenses of $15,000 and $15,006 in the account of “compensation and benefits” in the unaudited condensed consolidated statements of operations and comprehensive loss.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

11. Equity

Ordinary shares

The Company’s authorized share capital is 4,000,000,000 ordinary shares, par value $0.005 per share, comprising 3,600,000,000 Class A ordinary shares with a par value of US$0.005 each and 400,000,000 Class B ordinary shares with a par value of US$0.005 each.

On August 1, 2019, the Company issued 50,000,000 ordinary shares, which issuance was considered as being part of the reorganization of the Company.

On June 24, 2025, the Board of the Company approved re-designate 90,000,000 authorized but unissued Class A Ordinary Shares of a par value of US$0.001 each into 90,000,000 authorized but unissued Class B Ordinary Shares of a par value of US$0.001 each, and as a consequence of the Share Redesignation, to change the composition of the Company’s authorized share capital from 1,000,000,000 shares, comprising 990,000,000 Class A Ordinary Shares and 10,000,000 Class B Ordinary Shares to 1,000,000,000 shares, comprising 900,000,000 Class A Ordinary Shares and 100,000,000 Class B Ordinary Shares.

For the three months ended June 30, 2026 and 2025, the Company issued an aggregation of 3,605 and 2,315 ordinary shares, respectively, to three non-executive directors as part of their compensation. See Note 10 for details.

On June 25, 2026, the Company issued an aggregation of 1,288,203 Class A ordinary shares pursuant to a private placement (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026). The Company raised gross proceeds of $2,940,000 from the equity financing. The Company did not incur offering costs in the private placement.

As of June 30, 2026 and March 31, 2026, the Company had 6,710,691 and 5,418,883 Class A Ordinary Shares issued and outstanding, respectively. As of June 30, 2026 and March 31, 2026, the Company had 2,000,000 and 2,000,000 Class B Ordinary Shares issued and outstanding.

12. Income Taxes

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the three months ended June 30, 2026 and 2025, the Company had no unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets arising from net operating losses for the Company’s subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets arising from net operating losses as of June 30, 2026 and March 31, 2026.

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

For the three months ended June 30, 2026 and 2025, the Company recorded income tax benefits of $273,229 and $nil, respectively.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

13. Related Party Transaction and Balance

a. Nature of relationships with related parties

Name		Relationship with the Company
Ms. Junli Yang		The Chairwoman of the Board
Mr. Huaixi Yang		Immediate family member of Ms. Junli Yang, the Chairwoman of the Board.
Ms. Yung Yung Lo		Chief Financial Officer of the Company
Ms. Tam Hoi Ling, Jennifer		Chief Operating Officer of the Company
Ever Victory Limited		Wholly owned by Mr. Yuen Ka Fai, the Chief Executive Officer of the Company

b. Related parties transactions

		For the Three Months Ended June 30,
	Nature	2026		2025
Mr. Huaixi Yang	Gross commission income	$	-	$	30,622.94
Mr. Huaixi Yang	Handling income	$	-	$	25.50
Mr. Huaixi Yang	Interest income	$	3,185	$	17,570.72

c. Balance with related parties

		As of
		June 30,		March 31,
	Nature	2026		2026
Mr. Huaixi Yang	Due from related parties	$	155,599	$	155,639
Ever Victory Limited	Due from related parties	$	76,926	$	76,926
Mr. Huaixi Yang	Payable to customers – a related party	$	6,358	$	6,359
Ms. Junli Yang	Payable to customers – a related party	$	2,157	$	2,158
Ms. Tam Hoi Ling, Jennifer	Payable to customers – a related party	$	53	$	53

As of June 30, 2026 and March 31, 2026, the balance due from Mr. Huaixi Yang represented loans made to the related party as part of our loan business. The balance will be repaid upon maturity date.

As of June 30, 2026 and March 31, 2026, the balance due from Ever Victory Limited represented advances made to the related party to support its operations. The loan was interest-free and repayable on demand.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

14. Regulatory Requirements

The following table illustrates the minimum regulatory capital as established by the Hong Kong Securities and Futures Commission that the Company’s subsidiaries were required to maintain as of June 30, 2026 and March 31, 2026, and the actual amounts of capital that were maintained.

Capital requirements as of June 30, 2026

	Minimum Regulatory Capital Requirements		Capital Levels Maintained		Excess Net Capital		Percent of Requirement Maintained
Zhong Yang Securities Limited	$	382,555	$	6,517,853	$	6,135,297		1704	%
Zhong Yang Capital Limited		382,555		702,627	$	320,071		184	%
Total	$	765,110	$	7,220,479	$	6,455,369		1887	%

Capital requirements as of March 31, 2026

	Minimum Regulatory Capital Requirements		Capital Levels Maintained		Excess Net Capital		Percent of Requirement Maintained
Zhong Yang Securities Limited	$	382,653	$	8,288,265	$	7,905,612		2166	%
Zhong Yang Capital Limited		382,653		698,087	$	315,434		182	%
Total	$	765,306	$	8,986,352	$	8,221,046		2348	%

15. Subsequent Events

On March 25, 2026, the Company entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”) of the Company, with each Unit consisting of (i) one Class A ordinary share of the Company, par value US$0.001 per share (“Class A Ordinary Share” and such shares, the “Shares”), and (ii) two warrants, each to purchase one Class A ordinary share of the Company (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at an exercise price per share equal to US$0.4477 (representing 120% of the per Unit purchase price), subject to adjustment upon share splits and share combination. The Warrants are exercisable immediately upon issuance and will expire on the third (3rd) anniversary of the date of issuance. The Warrants may be exercised on a cashless basis. The Class A Ordinary Shares issuable upon exercise of the Warrants are subject to a lock-up period of six (6) months from the date of exercise.

The private placement closed on July 9, 2026 and the Company issued 214,431,222 Class A Ordinary Shares and 428,862,444 Warrants. The Company received gross proceeds in the amount of $80,000,000 before deducting offering expenses. As of June 30, 2026, the Company received proceeds of $64,983,160 advanced from investors. The Company recorded the amount in the account of “subscription fees advanced from shareholders”.

TOP Financial Group Limited

Notes to Unaudited Condensed Consolidated Financial Statements

For the three months ended June 30, 2026 and 2025

15. Subsequent Events (Continued)

On July 19, 2026, the Company entered into Warrant Amendment Agreements (the “Amendment Agreements”) with holders of certain warrants (the “Warrants”) to purchase up to 428,862,444 Class A ordinary share of the Company, par value US$0.001 per share (“Class A Ordinary Share”), issued on July 9, 2026 pursuant to certain securities purchase agreements dated March 25, 2026, as supplemented on May 5, 2026 (the “Agreement”), by and between the Company and certain non-U.S. investors. Pursuant to the Amendment Agreements, the Warrants were amended by replacing section 3(c) thereof with the following:

“(c) Cashless Exercise. This Warrant may also be exercised, in whole or in part, at any time during the term of this Warrant, by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the closing price of the Class A Ordinary Shares (as reflected on Nasdaq.com) on the Trading Day immediately preceding the date of the applicable Notice of Exercise;

(B) = the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in a cashless exercise, the Company and Holder each acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company agrees not to take any position contrary to this Section 2(c).”

On July 19, 2026, all holders of the Warrants exercised their Warrants in full pursuant to the cashless exercise provision thereof. On July 20, 2026, the Company issued 360,534,431 Class A Ordinary Shares (the “Warrant Shares”) as a result of the exercise of the Warrants, as amended.

On July 20, 2026, the board of directors approved (i) a share consolidation of the Company’s issued and unissued Class A ordinary shares and Class B ordinary shares at a ratio of 1-for-5 (the “Share Consolidation”), such that (a) every five (5) issued and unissued Class A ordinary shares of a par value of US$0.001 each was consolidated into one (1) Class A ordinary share of a par value of US$0.005 each, (b) every five (5) issued and unissued Class B ordinary shares of a par value of US$0.001 each was consolidated into one (1) Class B ordinary share of a par value of US$0.005 each, and (c) any fractional shares resulting from the Share Consolidation was rounded up to the nearest whole share. The Share Consolidation was effective on August 3, 2026. As a result, the Company’s authorized share capital was adjusted to US$20,000,000 divided into 4,000,000,000 ordinary shares of a par value of US$0.005 each, comprising 3,600,000,000 Class A ordinary shares with a par value of US$0.005 each and 400,000,000 Class B ordinary shares with a par value of US$0.005 each. The Company’s Class A ordinary shares began trading on a post-split basis on the Nasdaq Stock Market LLC on August 3, 2026, under the current symbol “TOP”. As of June 30, 2026 and March 31, 2026, the share number was retroactively adjusted to reflect the share consolidation.

Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s consolidated financial statements and notes thereto contained in this report.

Forward Looking Statements

This Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission (“SEC”), the words or phrases “believe”, “expect,” “anticipate,” “intend”, “plan”, “may,” “will”, “should,” “could”, “estimate,” or similar expressions are intended to identify forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees of future performance and are subject to risks and uncertainties. There can be no assurance that future developments will be those that have been anticipated. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Further, such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The risks are included in Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the “Form 10-K”).

The forward-looking statements contained in this Form 10-Q speak only as of the date of this report. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, changed circumstances, or changes in expectations.

Overview

We, through our Operating Subsidiaries, are an online provider of securities and futures trading services founded in Hong Kong by a group of experienced professionals and talents. Our goal is to become the preferred trading platform for Asian investors worldwide. We enable our customers to trade on renowned stock and futures exchanges around the world, including the Chicago Mercantile Exchange (“CME”), Hong Kong Futures Exchange (“HKFE”), The New York Mercantile Exchange (“NYMEX”), The Chicago Board of Trade (“CBOT”), The Commodity Exchange (“COMEX”), Eurex Exchange (“EUREX”), ICE Clear Europe Limited (“ICEU”), Singapore Exchange (“SGX”), Australia Securities Exchange (“ASX”), Bursa Malaysia Derivatives Berhad (“BMD”), and Osaka Exchange (“OSE”). We create value for our customers by providing reliable trading platforms, a user-friendly web and app interface, and 24-hour seamless customer support. Our Operating Subsidiaries generate revenues primarily by charging commission fees on futures transactions at a flat rate for each futures transaction contract and trading solution services fees charged at a fixed rate per transaction with a minimum monthly fee. Currently our customers are mainly high volume and frequency trading institutional and individual investors. We launched over-the-counter (OTC) derivatives business and loan business in the three months ended June 30, 2024. While we terminated OTC derivative business in the year of 2025 due to liquidation of brokers of such business in Hong Kong market. For the three months ended June 30, 2026 and 2025, we earned income of US$0.4 million and US$0.2 million from loan business, respectively.

Our revenues were US$1.1 million and US$1.3 million for the three months ended June 30, 2026 and 2025, respectively. We, through our Operating Subsidiaries, generated net loss of US$0.1 million and net income of US$0.1 million for the three months ended June 30, 2026 and 2025. The net loss for the three months ended June 30, 2026 was primarily affected by a downsize in revenues as a result of the slow-down of the economy in Hong Kong. To mitigate the macroeconomic risks, our management acquired subsidiaries in Singapore and Australia to diversify our business. We expect that our expenditures on the subsidiaries will produce the Company with ideal returns in the future.

We plan to keep our business growing by expanding our customer base to include retail investors of a wider range of wealth within the Asian communities across the globe, by increasing the products we offer to include securities and futures from a larger number of stock exchanges, and by offering services such as asset management, trust services, investor relations and marketing services, corporation and fund consultancy and contract for difference (“CFD”) products.

Recent Developments

On March 25, 2026, we entered into the Securities Purchase Agreement (the “Securities Purchase Agreement”), with certain non-U.S. investors (each a “Purchaser”) relating to the issuance and sale of 214,431,222 units (“Units”), with each Unit consisting of (i) one Class A ordinary share, par value US$0.001 per share (“Class A Ordinary Share” and such shares, the “Shares”), and (ii) two warrants, each to purchase one Class A ordinary share (the “Warrants”), at a price per Unit of US$0.37308 (the “Offering”). On May 5, 2026, we entered into Supplement No. 1 (the “Supplement”) to the Securities Purchase Agreement. The private placement closed on July 9, 2026 and the Company issued 214,431,222 Class A Ordinary Shares and Warrants to purchase up to 428,862,444 Class A Ordinary Shares. The Company received gross proceeds in the amount of $80 million before deducting offering expenses. As of June 30, 2026, the Company received proceeds of $65.0 million advanced from investors. As of June 30, 2026, the Company recorded the amount in the account of “subscription fees advanced from shareholders”.

On May 27, 2026, we held an extraordinary general meeting of shareholders (the “Meeting”) to approve an increase of our authorized share capital from US$1,000,000 divided into 1,000,000,000 shares comprising of (i) 900,000,000 class A ordinary shares of a par value of US$0.001 each and (ii) 100,000,000 class B ordinary shares of a par value of US$0.001, to US$20,000,000.00 divided into 20,000,000,000 ordinary shares of a par value of US$0.001 each comprising (i) 18,000,000,000 class A ordinary shares of a par value of US$0.001 each (the “Class A Ordinary Shares”) and (ii) 2,000,000,000 class B ordinary shares of a par value of US$0.001 each (the “Class B Ordinary Shares”), by the creation of additional 17,100,000,000 Class A Ordinary Shares and 1,900,000,000 Class B Ordinary Shares, with immediate effect (the “Share Capital Increase”) and to authorize any of our director or the registered office provider to do all other acts and things as our board of directors (the “Board”) considers necessary or desirable in connection with the Share Capital Increase, including without limitation, notifying and attending to the necessary filings with the Registrar of Companies in the Cayman Islands. The Company’s third amended and restated memorandum and articles of association, which became effective immediately upon shareholder approval of Proposal Two on May 27, 2026.

On June 19, 2026, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain investors (each, a “Purchaser”), pursuant to which we agreed to issue and sell to the Purchasers an aggregate of 1,288,203 Class A ordinary shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), par value US$0.001 per share (the “Class A Ordinary Shares”), at a purchase price of US$2.2823 per share (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026), in a registered direct offering (the “Offering”), for aggregate gross proceeds of approximately US$2.9 million before deducting estimated offering expenses.

On July 19, 2026, the Company entered into Warrant Amendment Agreements (the “Amendment Agreements”) with holders of certain warrants (the “Warrants”) to purchase up to 428,862,444 Class A ordinary share of the Company, par value US$0.001 per share (“Class A Ordinary Share”), issued on July 9, 2026 pursuant to certain securities purchase agreements dated March 25, 2026, as supplemented on May 5, 2026 (the “Agreement”), by and between the Company and certain non-U.S. investors. On July 20, 2026, the Company issued 360,534,431 Class A Ordinary Shares (the “Warrant Shares”) as a result of the exercise of the Warrants, as amended.

Operating Results.

Factors Affecting Our Results of Operations

Our business and operating results are influenced by general factors that affect the online securities and futures brokerage industry focusing on Southeast Asian investors, including economic and political conditions, the evolving needs of investors, changes in trading volume, changes in demand for online trading, changes in wealth and availability of funds of our target customers, and regulatory changes governing the online brokerage industry. In addition, the following company specific factors can directly affect our results of operations materially:

Our ability to retain existing customers and attract new customers in a cost-effective manner

We consider customer churn rate to be an important indicator of our attractiveness to customers. Our total registered customer number increased from 355 as of March 31, 2025 to 711 as of March 31, 2026, and further increased to 734 as of June 30, 2026. In the three months ended June 30, 2025, we had 153 revenue-generating accounts in total, including 54 accounts for futures trading, 94 accounts for securities trading and 5 accounts for trading solution services. In the three months ended June 30, 2026, we had 1,153 revenue-generating accounts in total, including 53 accounts for futures trading, 1,100 accounts for securities trading and 0 accounts for trading solution services.

Our top five customers accounted for 39% and 51% of our total revenues for the three months ended June 30, 2026 and 2025, respectively. Our customers are mainly sourced by referral through our shareholders’ expansive and expanding social and professional networks of high-net-worth individuals. Currently, we have not incurred significant spending on marketing activities. To expand our business, we aim to diversify our customer base by attracting smaller retail customers who we can charge higher commission rates. We expect to incur expenses in our promotional efforts through different online and offline media channels to increase the number of customer accounts, which can potentially lead to trading volume and revenues.

We currently pursue a niche market strategy in Hong Kong. We established two subsidiaries in Singapore during 2022 and planned to expand to Southeast Asia as the first step in achieving the final goal of becoming the preferred online trading platforms for Asian investors worldwide, including in the United States. As a relatively young firm new to the market, although we face competition from bigger, better capitalized, and well established companies, including other trading firms and banking institutions, our ability to understand and meet our target customers’ needs, coupled with our strong client relationships, allow us to rise to the challenge. Our ability to continuously provide our customers with low-latency trading platforms and high quality services at competitive prices and the outcome of our advertising and marketing activities will affect whether we can retain our existing customers and attract new customers.

Our ability to earn commissions from brokerage services

We charge commission fees for the brokerage services we offer. Our ability to earn commission fees and interest income largely depends on the number of customers on our trading platforms and their trading volume and the commission rates we charge.

It has become increasingly common for online trading platforms to offer free brokerage services. As a provider of brokerage services on chargeable-only trading platforms, we are confident that we can differentiate ourselves from our competitors, as we offer low-latency trading platforms, a wide range of products from multiple exchanges, and quality customer services, and we maintain good relationships with our customers. Rather than prioritizing cost saving, most of our customers are professional customers seeking quality trading platforms to execute their orders timely and accurately.

We anticipate a future possibility of having to lower our commission rates in order to remain competitive, but we believe that a larger trading volume would make up for the effects of lowered commission rates on our revenues. We also plan to develop new sources of income from asset management and contract for difference (“CFD”) products and services, as we have seen the demand for these services by our customers.

Our ability to effectively improve technology infrastructure

Our technological infrastructure and compliance capabilities are critical for us to offer high quality products and services as well as to retain and attract users and customers. They also enable us to facilitate secure, fast and cost-efficient financial transactions on our platform. We must continue to upgrade and expand our technological infrastructure and to strengthen our compliance system to keep pace with the growth of our business and to develop new features and services for our users and customers. With the continuous improvement of our technological infrastructure and compliance capabilities, we are able to serve more consolidated accounts. We also expect cash segregated for regulatory purposes and payables due to customers on our balance sheet to increase significantly as a result of such growth. We intend to invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts. Our ability to serve more consolidated accounts depends on, among other things, our ability to support all aspects of customer verification, record keeping and compliance functions using our technology and human resources.

Our ability to develop a diverse customer base and offer new and innovative products and services

Historically, we have generated a significant portion of our revenues through the provision of online brokerage services including commissions for execution of trades and interest income. Key success factors of the online brokerage industry include expansion of products and services that add value to customers, acquisition of licenses in different jurisdictions and enhancement of user experience. To this end, we intend to continue strengthening the innovation, security, efficiency and effectiveness of our brokerage services, including our user-friendly interface, comprehensive functionalities and customer service capabilities. Particularly, we intend to expand our service offerings to contract for difference (“CFD”) trading and increase the proportion of revenues generated from them.

We also plan to continue integrating value-added services, including asset management services to increase revenues streams. Our ability to maintain and attract new customers principally depends on the quality of our products and services as well as our brand equity. We expect our operating cost and expenses to continue to increase as we provide more innovative and effective products and services.

Contract for Difference (“CFD”)

We are preparing the launch of CFD products and services in the year of 2027. We expect to generate CFD trading revenues from (i) commissions, (ii) bid/offer spreads, (iii) difference in interest rates. In particular, we plan to:

i).

charge commissions for all CFD transactions. The amount of commissions we charge is largely based on the trading volume, with commission rates varying between US$2.25 and US$50 per lot, based on the per-lot value and the type of product traded, as well as discounts offered to different clients.

ii).

mark up the bid/offer spreads for CFD products on top of the prices offered by our clients, exchanges or third-party market makers, as the case may be. Our price mark-ups over the price offered by an exchange vary depending on the underlying product.

iii).

automatically roll-over currency positions each day and provide either a credit or debit for the interest rate difference between the two currencies in the pairs being held. The clients’ debits are our gains.

Trust Services

We are in progress of establishing our trust services business in Hong Kong to provide family trust solutions, encompassing company formation, trust establishment and trust management. We intend to charge one-off trust establishment fees and annual administrative fees for our trust services in accordance with the trust service agreements that we will enter into with our clients.

Investor Relations and Marketing Services

We are in progress of establishing our investor relations and marketing services business to help companies manage their ongoing relationships with shareholders and market their brand. Through creating a corporate account, our corporate clients can livestream their earnings release and product launch campaigns, post business milestones and advertisements, and interact directly with our users. Therefore, we will be able to provide a direct channel for our corporate clients to communicate with their existing and prospective investors and increase their brand and product awareness.

Corporation and Fund Consultancy

We intend to provide professional advisory services on pre-IPO or funds setup for clients in Hong Kong and other jurisdictions. By providing our advice and expertise, we can safely guide our clients through the dynamics of operating and advancing their business in an environment where there is no predefined answer for management.

Asset Management Services

Based on our clients’ different needs, we plan to provide personalized investment strategies to optimize their asset allocations. Our clients can purchase a wide variety of investment portfolios, which include assets such as stocks, bonds, ETFs, investment funds and derivatives. We charge management fees based on their assets under management as well as commissions for certain transactions.

Our ability to provide stable and low-latency trading platforms to our customers

As an online brokerage service provider, we attract new customers and retain our existing customers by providing them with stable and low-latency trading platforms. Especially when the market is volatile and high trade volume is expected, we are able to avoid delays in execution of customers’ trading orders and assist the customers to accomplish their investment plan.

Our plan to maintain our quality trading platform involves keeping our system hardware and software up to date, conducting regular stress tests, and providing IT training to our staff. We also plan to have regular meetings with our network provider to ensure the stability of internet services in support of our trading platform. We have implemented emergency backup plan in case of system failure. Our backup system is able to support our customers’ trading activities until the core system is fixed. Our stable and low-latency trading platforms are a core part of our strength, and we are committed to continue our efforts in maintaining the reliability and efficiency of our trading platforms.

Our ability to meet the regulatory requirements to provide brokerage, margin financing and asset management services in Hong Kong

Brokerage services, margin financing and asset management are highly regulated in Hong Kong. While our operations are mainly located in Hong Kong, we are inevitably subject to the relevant laws and regulations, in particular, the Securities and Futures Ordinance (Cap. 571) (“SFO”), under the supervision of the Securities and Futures Commission of Hong Kong (“HKSFC”). Pursuant to the SFO, we have to comply with all application provisions concerning statutory obligations such as maintenance of minimum capital adequacy, specific regulatory reporting, and availability of responsible officers.

We monitor our capital level on daily basis so as to fulfill the statutory requirements. Before making a significant movement of our cash, we will estimate the effect of sub activity on our capital level and make sure to remain compliant with the regulations. Accordingly, we also have statutory obligations to report to the authority on monthly basis about our capital level maintained at the end of the month and if any significant fluctuations occurred that we shall notify the authority.

Besides, as required by the SFO, there must be at least two responsible officers per regulated activity, who will supervise our regulated business and assume greater responsibilities over the SFO compliance. To maintain compliance, we have always maintained two to three experienced responsible officers for each regulated activity. To retain our responsible officers and stay compliant with the availability of responsible officers, we offer attractive remuneration packages and align their interests with the Company’s interests.

Loan Business

Winrich is a licensed money lending company governed by the Money Lenders Ordinance in Hong Kong to carrying on business as a money lender. Since September 5, 2023, Winrich has engaged in the money lending business. According to the Money Lenders Ordinance, customers shall enter into agreement with Winrich in person and provide their personal information for the “know your client” purposes, or KYC. Winrich disbursed loans to customers for a fixed period and charged interest from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period.

Our ability to strategically position the risks related to doing business in jurisdictions we operate

A downturn in the Hong Kong, China or global economy, and economic and political policies of China could materially and adversely affect our business and financial condition.

A substantial part of our operations is located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by the economic conditions in Hong Kong and China which are also sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect potential clients’ confidence in financial market as a whole and have a negative impact on our business, results of operations and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.

To remain competitive in an evolving financial landscape, we have been prepared for the future to adopt forward-thinking strategies, including the establishment of diversifying business activities, expanding alternative investments, and enhancing multi-asset trading capabilities that embrace diversification, technology, and global market trends. We must leverage technology, expand into alternative assets, and adapt to regulatory shifts to future-proof our trading and investment strategies. By aligning with global trends and adopting client-first approach, we can secure long-term growth in a dynamic market.

Key Components of Results of Operations

Revenues

Our revenues consist of commissions, trading solution services and other service revenues, trading gains, interest income and others. The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated:

	For the three months ended June 30,
	2026						2025
	US$			%			US$		%
Futures brokerage commissions		164,201			15.3			638,546		47.9
Virtual asset brokerage commissions		73,755			6.9			-		-
Trading solution service revenues		-			-			150,000		11.2
Interest income from loan business		416,139			38.6			237,049		17.8
Other service revenues		374,315			34.8			30,571		2.3
Trading (losses) gains		(124,571	)		(11.6	)		179,295		13.4
Interest income and other		172,861			16.0			97,932		7.4
Total revenues		1,076,700			100.0			1,333,393		100.0

Futures brokerage commissions

Futures brokerage commissions represent commission income on futures broking that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party brokers. We receive commissions from customers and pay the execution and clearing fees to our clearing brokers. The fixed rates applied to the customers vary depending on the type of customer, the type of transaction, the trading method, and the trade volume from the particular customer. Commissions from futures broking make up for most of our revenues, at 15.3% and 47.9% of the total revenues for the three months ended June 30, 2026 and 2025, respectively.

Virtual asset brokerage commissions

Virtual asset brokerage commissions represent commission income on virtual asset conversion from/into US dollar that are charged at a fixed rate for each transaction our customers executed through our online trading platforms, all of which are under the consolidated accounts where the customer information is not disclosed to the third-party broker. We receive commissions from customers. The virtual asset brokerage service cannot be cancelled once it has been executed and is not refundable, so returns and allowances are not applicable. Commissions are charged for each customer trade order executed. Commissions from virtual asset broking make up for most of our revenues at 6.9% of the total revenues for the three months ended June 30, 2026.

Trading solution services fees

Commencing in the year of 2021, we provided trading solution services to customers (including individuals, proprietary trading companies or brokerage companies) for their trading on derivatives, equity, CFD and financial products, through our internally developed proprietary investment management software. We provide a variety of functions suitable for front-end transaction executions and back-office settlement operations. We charge each customer a fixed amount of initial installation fee and the monthly service fee based on a fixed rate per transaction executed on the platform with a minimum monthly fee. Trading solution services fees accounted for nil and 11.2%, respectively, of total revenues during the three months ended June 30, 2026 and 2025.

Interest income from loan business

For the year ended March 31, 2024, we launched the loan business to third party customers. The business was approved by the Hong Kong Licensing Court under the Money Lenders Ordinance. The Company disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. We recognized interest income using straight-line method over loan period. For the three months ended June 30, 2026 and 2025, we recognized interest income of US$0.4 million and US$0.2 million from loan business, accounting for 38.6% and 17.8% of total revenues, respectively.

Other service revenues

Other service revenues represent the revenues generated from rendering other financial services including securities brokerage, consulting services, and currency exchange services. We generally receive subscription fees calculated with reference to the amount subscribed by our clients of the structured products. For the three months ended June 30, 2026 and 2025, other service revenues accounted for 34.8% and 2.3% of total revenues, respectively.

For options trading, we have the capacity to offer options trading services and they are available to our clients. However, there was no revenue generated from options trading services for the relevant periods.

Trading (losses) gains

We began proprietary trading in US stocks since March 2020, and trading in HK stocks since January 2021. The trading (losses) gains mainly consist of realized and unrealized gains and losses from investment in US stocks, which are included in Securities owned, at fair value. Trading loss make up for negative 11.6% of total revenues for the three months ended June 30, 2026. Trading gains made up for 13.4% of total revenues for the three months ended June 30, 2025.

Interest income and others

During the three months ended June 30, 2026, the interest income was comprised of interest income of $0.2 million charged on our customer who traded HK & US stocks, interest income earned on deposits maintained with brokerage institutions, and interest income earned on bank deposits, including term deposits.

During the three months ended June 30, 2025, the interest income was comprised of interest income of $0.1 million charged on our clients who traded US stocks, and interests earned on bank deposits.

Expenses

The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated:

	For the three months ended June 30,
	2026				2025
	US$		%		US$		%
Commission expenses		173,222		16.1		442,210		33.2
Compensation and benefits		571,097		53.0		434,006		32.5
Communications and technology		80,651		7.5		116,491		8.7
Occupancy		424,487		39.4		25,636		1.9
Travel and business development		13,587		1.3		3,163		0.2
Professional fees		87,409		8.1		47,258		3.5
Other administrative expenses		113,201		10.5		178,637		13.4
Total expenses		1,463,654		135.9		1,247,401		93.4

Commission expenses

Commission expenses represent the fees we paid to our broker partners, when we place a client order to an exchange market through these partners. We expect that our commission expenses will increase in absolute amount as we expand our brokerage business and offer more products from securities and futures exchanges around the world. We place orders through broker partners except for orders to the Hong Kong Stock Exchange. Commission expenses accounted for 16.1% and 33.2% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Compensation and benefits

Compensation and benefits represent the salaries, performance based discretionary bonuses and contribution to retirement fund, and share-based compensation expenses to non-executive directors. Compensation and benefits expenses accounted for 53.0% and 32.5% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Communications and technology

Communications and technology expenses represent fees we paid for the use of third party electronic trading systems, including an online stock trading system, an online futures trading system, and another futures trading system that was a one-time incidental cost pursuant to a customer’s special request, as well as the outsourced trading solution support services. Communications and technology expenses accounted for 7.5% and 8.7% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Occupancy

Occupancy expenses are the rental expenses we paid for our office premises, which accounted for around 39.4% and 1.9% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Travel and business development, Professional fees and Other administrative expenses

Travel and business development expenses include overseas and local travelling, and the entertainment expenses. Professional fees are mainly the service fees for auditing, consulting, legal, and other professional services which are needed during the ordinary course of our business operation. Other administrative expenses primarily consist of fees paid to the Stock Exchange of Hong Kong and Chicago Mercantile Exchange, business entertainment expenses, exchange difference, depreciation expense, finance costs and other miscellaneous expenses such as utilities. In the three months ended June 30, 2025, we also recorded the one-off expenses we compensated for the losses incurred by our OTC derivatives customers. All of these expenses accounted for 19.9% and 17.1% of our revenues for the three months ended June 30, 2026 and 2025, respectively.

Taxation

Cayman Islands and British Virgin Islands

Under the current laws of the Cayman Islands and British Virgin Islands, we are not subject to tax on income or capital gains. Neither Cayman Islands nor British Virgin Islands withholding tax will be imposed upon payments of dividends to our shareholders.

Hong Kong

ZYSL, ZYCL and Winrich are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. for the three months ended June 30, 2026 and 2025, Hong Kong profits tax is calculated in accordance with the two-tiered profits tax rates regime. The applicable tax rate for the first HKD 2 million of assessable profits is 8.25% and assessable profits above HKD 2 million will continue to be subject to the rate of 16.5% for corporations in Hong Kong, effective from the year of assessment 2018/2019. Before that, the applicable tax rate was 16.5% for corporations in Hong Kong. Under Hong Kong tax laws, ZYSL, ZYCL and Winrich are exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.

Singapore

Top Fin and Top AM are incorporated in Singapore and are subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. Top Fin and Top AM are subject to a flat rate of 17%.

Australia

Top 500 is incorporated in Australia and are subject to Australia Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Australian tax laws. Top 500 is subject to a reduced rate of 25% as a “small or medium business” company.

Results of Operations

The following table sets forth a summary of our consolidated results of operations for the three months ended June 30, 2026 and 2025 as indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus. The operating results in any period are not necessarily indicative of the results that may be expected for any future trends.

	For the Three Months Ended June 30,
	2026			2025
Revenues
Futures brokerage commissions	$	164,201		$	638,546
Virtual asset brokerage commissions		73,755			-
Trading solution service revenues		-			150,000
Interest income from loan business		416,139			237,049
Other service revenues		374,315			30,571
Trading (losses) gains		(124,571	)		179,295
Interest income and other		172,861			97,932
Total revenues		1,076,700			1,333,393

Expenses
Commission expenses		173,222			442,210
Compensation and benefits		571,097			434,006
Communications and technology		80,651			116,491
Occupancy		424,487			25,636
Travel and business development		13,587			3,163
Professional fees		87,409			47,258
Other administrative expenses		113,201			178,637
Total expenses		1,463,654			1,247,401

(Loss) income before income taxes		(386,954	)		85,992
Income tax benefits		273,229			-
Net (loss) income		(113,725	)		85,992

Revenues

Total revenues decreased by 19.3% from US$1.3 million in three months ended June 30, 2025 to US$1.1 million in the three months ended June 30, 2026. The decrease was mainly driven by a decrease of US$0.5 million in futures brokerage commission, a decrease of US$0.2 million in trading solution service revenues and a change of US$0.3 million from trading gains to trading losses, partially offset by an increase of US$0.2 million in loan interest and an increase of US$0.3 million in other service revenues.

Futures brokerage commissions – Futures brokerage commissions decreased by US$0.4 million, or 74.3% from US$0.6 million for the three months ended June 30, 2025 to US$0.2 million for the three months ended June 30, 2026. The decrease in futures brokerage commissions was caused by a decrease in futures contract volume on our platform from 0.39 million contracts for the three months ended June 30, 2025 to 0.12 million contracts for the three months ended June 30, 2026. This decrease was partially offset by an increase in the average commission rate per trade, which rose from US$2.76 for the three months ended June 30, 2025 to US$2.85 for the same period in 2026.

Virtual asset brokerage commissions – Virtual asset brokerage commissions was US$0.1 million and US$nil for the three months ended June 30, 2026 and 2025, respectively. The increase in virtual asset brokerage commission was primarily because we just launched the business in the six months ended March 31, 2026.

Trading solution services fees – Trading solution service fees decreased by 100.0% from US$0.2 million for the three months ended June 30, 2025 to US$nil for the three months ended June 30, 2026. The decrease was mainly because of decreased service demand from our customers due to underperforming condition in Hong Kong stock market. For the three months ended June 30, 2026 and 2025, the Company generated revenues of US$nil and US$0.2 million, respectively, from provision of trading solution services to 0 and 5 customers.

Other service revenues – Other service revenues increased by US$0.3 million in the three months ended June 30, 2026, as compared with that for the same period of 2025. The increase was primarily caused by an increase of securities brokerage of US$0.3 million.

Interest income from loan business – We launched loan business in the year of 2024. We recognized interest income from loan business, using straight-line method. For the three months ended June 30, 2026 and 2025, we recognized interest income of US$0.4 million and US$0.2 million from loan business, respectively. The increase in interest income is due to increase in outstanding weighted average loan balance during the year of 2026.

Trading (loss) gains – Trading gains were firstly recognized as proprietary trading business started in March 2020. We had trading losses of US$0.1 million for the three months ended June 30, 2026 as compared to trading gains of US$0.2 million in the three months ended June 30, 2025, which was mainly driven by the fluctuating market condition of the US stock market.

Interest income and others – Interest income and others increased from US$0.1 million in the three months ended June 30, 2025 to US$0.2 million in the three months ended June 30, 2026. The increase was attributable to an increase in cash balance.

Expenses

Commission expenses – Commission expenses decreased from US$0.4 million for the three months ended June 30, 2025 to US$0.2 million for the three months ended June 30, 2026. The decrease in commission expenses was in line with the decrease in commission income for the three months ended June 30, 2026 and 2025.

Compensation and benefits – Compensation and benefits increased by 31.6% from US$0.4 million in the three months ended June 30, 2025 to US$0.6 million in the three months ended June 30, 2026, which was mainly caused by increase of headcount as we employed more staff in our Australia and Singapore offices.

Occupancy – Occupancy expenses increased by US$0.4 million from US$25,636 in the three months ended June 30, 2025 to US$0.4 million in the three months ended June 30, 2026. The increase was primarily because we relocated to a new office with higher rental fees.

Other administrative expenses – Other administrative expenses decreased by 36.6% from US$0.2 million in the three months ended June 30, 2025 to US$0.1 million in the three months ended June 30, 2026. The decrease was primarily because we adopted costing saving policy in the Company.

(Loss) income before income taxes

We had a loss before income taxes of US$0.4 million and an income before income taxes US$0.1 million in the three months ended June 30, 2026 and 2025, respectively. Our operating margin was negative 35.9% and 6.4% in the three months ended June 30, 2026 and 2025, respectively.

Income tax benefits

We had income tax benefits of US$0.3 million and US$nil for the three months ended June 30, 2026 and 2025, respectively. The increase in income tax benefits was primarily due to an increase in the onshore profit generated by ZYSL in the three months ended June 30, 2026.

Net (loss) income

As a result of the foregoing, we reported net loss of US$0.1 million and net income of US$0.1 million for the three months ended June 30, 2026 and 2025, respectively.

Discussion of Certain Balance Sheet Items

The following table sets forth selected information from our consolidated balance sheets as of June 30, 2026 and March 31, 2026. This information should be read together with our consolidated financial statements and related notes included elsewhere in this prospectus.

	As of
	June 30, 2026		March 31, 2026
	(unaudited)
Assets
Cash and cash equivalents	$	10,407,367	$	12,989,922
Restricted cash		34,860,027		18,715,497
Digital assets		2,339,179		-
Receivables from broker-dealers and clearing organizations		20,310,833		32,535,854
Receivables from customers		-		1,668,312
Loans receivable, net		81,182,401		11,751,771
Due from a related party		232,525		232,565
Securities owned, at fair value		1,081,370		710,632
Fixed assets, net		1,059,762		1,114,541
Intangible assets, net		63,759		63,776
Goodwill		26,187		26,187
Right-of-use assets		1,386,066		1,557,438
Long-term investments		3,147,784		3,147,784
Deposit for long-term investment		1,400,800		600,000
Other assets		865,631		899,299
Deferred tax assets		43,507		43,365
Total assets	$	158,407,198	$	86,056,943

Liabilities and shareholders’ equity
Payable to customers	$	53,815,624	$	48,850,774
Payable to customers – a related party		8,568		8,570
Contract liabilities		-		53,255
Income tax payable		105,402		149,778
Promissory notes payable		637,592		637,755
Accrued expenses and other liabilities		442,666		527,484
Lease liabilities		1,415,554		1,584,183
Subscription fees advanced from shareholders		64,983,160		-
Total liabilities		121,408,566		51,811,799

Cash, cash equivalents and restricted cash

Cash and cash equivalents consist of funds deposited with banks, which are highly liquid and are unrestricted as to withdrawal or use. Restricted cash mainly represents the amount of cash deposited by our customers that has been segregated as obligated by the rules mandated by the primary regulators of our certain subsidiaries. A corresponding payable due to customers is recorded upon receipt of the cash from the customer.

The total balance of cash, cash equivalents and restricted cash increased from US$31.7 million as of March 31, 2026 to US$45.3 million as of June 30, 2026, primarily as a result of net cash of US$6.5 million provided by operating activities and net cash of US$7.3 million provided by investing activities.

Loans receivable

As of June 30, 2026 and March 31, 2026, loans receivable consisted for the following:

	As of
	June 30, 2026			March 31, 2026
Receivable due from customers holding US stocks or HK stocks (i)	$	3,339,607		$	1,096,030
Less: allowance for expected credit loss on receivable due from customers holding US stocks or HK stocks		(506,251	)		(506,380	)
Receivable due from customers holding US stocks or HK stocks, net		2,833,356			589,650
Loans receivable (ii)		78,349,045			11,162,121
Loan receivable, net	$	81,182,401		$	11,751,771

(i)

The balance due from customers holding US stocks or HK stocks represented the purchase price of stock exceeding the deposits paid by customers which traded these US stocks or HK stocks through our platform. The US stocks and HK stocks were under custodian of us, and the customers shall fully pay the balance to us before they sold these stocks. For the three months ended June 30, 2026 and 2025, we did not provide expected credit loss against the receivables due from these customers.

(ii)

Our loan business is approved by Hong Kong Licensing Court under the Money Lenders Ordinance. We disbursed loans to customers for a fixed period and charged interests from the customers. The principal and interest are repayable upon the maturity of the loans. For the three months ended June 30, 2026 and 2025, we recognized interest income of US$0.4 million and US$0.2 million from the loan business. As of June 30, 2026, the loans receivables were comprised of principal of US$77.5 million and interest of US$0.8 million, respectively. As of March 31, 2026, the loans receivables were comprised of principal of US$10.7 million and interest of US$0.4 million, respectively.

Receivables from customers

Receivables from customers include the trading solution services fees due from customers once the transactions have been executed and completed. As compared with the balance as of March 31, 2026, the receivables due from trading solution services decreased by 100% to US$nil as of June 30, 2026. The decrease in the balance as of June 30, 2026 was due to collection from customers.

Receivables from broker-dealers and clearing organizations

Receivables from broker-dealers and clearing organizations arise from the business of dealing in futures or investment securities. Broker-dealers will require balances to be placed with them in order to cover the positions taken by its customers, which are repayable on demand subsequent to settlement date. Clearing house receivables typically represent proceeds receivable on trades that have yet to settle and are usually collected within two days. Generally, our receivables from broker-dealers and clearing organizations change daily depending on various factors, including the trading volume in net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. Our receivables from broker-dealers and clearing organizations decreased by 38% from US$32.5 million as of March 31, 2026 to US$20.3 million as of June 30, 2026, mainly due to such daily fluctuations.

Securities owned, at fair value

Securities owned, at fair value, mainly represented investments in both US stocks, all of which are on S&P500 index, and in HK stocks.

Payables to customers

Payables to customers represent payables related to the Company’s customer trading activities, which include the cash deposits received by the Company as requested by third party broker-dealers to place with them in order to cover the positions taken by its customers, clearing house payables due on pending trades and payable on demand, as well as the bank balances held on behalf of customers. Our payables to customers change daily depending on various factors, including the trading volume, net buy/sell transactions, futures contracts, long/short position and frequency of transactions on each specific day. The balances as of June 30, 26 increased by US$5.0 million from US$48.9 million as of March 31, 2026, which was primarily due to higher customer futures margin requirements and trading volume, with a secondary contribution from a notable rise in securities trading activities during the year.

Liquidity and Capital Resources.

As of June 30, 2026, we had US$45.3 million in cash, cash equivalents and restricted cash, of which US$37.3 million was held in U.S. dollars and the rest was held in Hong Kong dollars and other currencies. Our cash, cash equivalents and restricted cash primarily consist of general bank balances and segregated clients’ bank account balances.

We believe that our current cash, cash equivalents and restricted cash, together with our anticipated cash flows from operations will be sufficient to meet our cash needs for general corporate purposes for at least the next 12 months. We may decide in the future to enhance our liquidity position or increase our cash reserves for future operations and investments through additional financing. The issuance and sale of additional equity would result in further dilution to our shareholders. The incurrence of indebtedness would result in increasing fixed obligations and could result in operating covenants that would restrict our operations.

Regulatory Capital Requirements

Subject to certain exemptions specified under the Securities and Futures (Financial Resources) Rules of Hong Kong (the “HK Financial Resources Rules”), two of our Hong Kong subsidiaries, ZYSL and ZYCL, are securities dealers and asset management companies registered with the Securities and Futures Commission of Hong Kong (the “HKSFC”), an independent statutory body set up in accordance with the Securities and Futures Ordinance of the law of Hong Kong, and thus are required to maintain minimum paid-up share capital and required liquid capital in accordance with the HK Financial Resources Rules. The following table sets forth a summary of the key requirements under the HK Financial Resources Rules that are applicable to ZYSL and ZYCL:

Company	Type of regulated activities governed by the HKSFC	Minimum amount of paid-up capital		Required liquid capital
ZYSL	Type 1 and 2	$	5,279,265	$	382,555 or	⁽ⁱ⁾
ZYCL	Type 4, 5 and 9	$	637,592	$	382,555 or	⁽ⁱ⁾

(i)

for company licensed for any regulated activities other than Type 3 regulated activities, its variable required liquid capital, which means 5% of the aggregate of (a) its adjusted liabilities, (b) the aggregate of the initial margin requirements in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, and (c) the aggregate of the amounts of margin required to be deposited in respect of outstanding futures contracts and outstanding options contracts held by it on behalf of its clients, to the extent that such contracts are not subject to the requirement of payment of initial margin requirements.

As of June 30, 2026 and March 31, 2026, all of our operating subsidiaries were in compliance with their respective regulatory capital requirements.

Cash Flows

	For the Three Months Ended June 30,
	2026			2025
Net cash provided by operating activities	$	6,034,786		$	7,138,236
Net cash provided by (used in) investing activities		7,817,069			(229,766	)
Net increase in cash, cash equivalents and restricted cash		13,851,855			6,908,470
Cash, cash equivalents and restricted cash, beginning of period		31,705,419			15,174,936
Effect of exchange rates on cash, cash equivalents and restricted cash		(289,880	)		(32,138	)
Cash, cash equivalents and restricted cash, end of period	$	45,267,394		$	22,051,268

Operating activities

Net cash provided by operating activities for the three months ended June 30, 2026 was US$6.0 million, as compared to the net loss of US$0.1 million. The difference was primarily attributable to changes in operating as