TOP Financial Group Financial Group Ltd reports $2.21M revenue

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For the quarterly period ended June September 30, 2026

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

4201 Main Street , Suite 200 , Houston , Texas 77002

(Address of principal executive offices)

(Registrant s telephone number including area code)

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Name of each exchange on which registered

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Indicate by check mark whether the registrant

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:

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As of August 17, October 28, 2026, the registrant had 121,705,513 121,706,506 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares, par value $0.005 per share, outstanding.

TOP Financial Group Limited (the Company )

is a foreign private issuer as defined in Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the Exchange

Act ). Although the Company qualifies as a foreign private issuer and is therefore eligible to report on the forms and under the rules available to foreign private issuers (including Forms 20-F and 6-K), the Company has elected to file this Quarterly Report on Form

10-Q, and otherwise to report, under the forms and rules applicable to domestic U.S. registrants. The Company is making this filing voluntarily;

nothing in this Quarterly Report on Form 10-Q is intended to, or shall be deemed to, constitute a determination that the Company has ceased to qualify as a foreign private issuer. The condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are prepared in accordance with accounting principles generally accepted in the United States ( U.S. GAAP ).

Except as otherwise indicated, share and per share

amounts in this Quarterly Report on Form 10-Q give retroactive effect to the 1-for-5 share consolidation of the Company s Class

A ordinary shares and Class B ordinary shares that became effective on August 3, 2026 (the Share Consolidation ).

Part I - Financial Information 1

Consolidated Financial Statements (Unaudited) 4 changes

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

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

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

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

Financial statements 423 changes

Restricted cash 34,860,027 18,715,497

Digital assets 2,339,179 -

TOP Financial Group Limited

Condensed Consolidated Balance Sheets

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

Cash and cash equivalents $ 10,407,367 8,898,412 $ 12,989,922

Restricted cash 24,974,880 18,715,497

Digital assets 619,593 -

Receivables from broker-dealers and clearing organizations 20,310,833 25,654,395 32,535,854

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Prepayment 2,430,149 -

Loans receivable, net 81,182,401 99,713,465 11,751,771

Due from a related party 232,525 234,158 232,565

Securities owned, at fair value 1,081,370 1,278,392 710,632

Fixed assets, net 1,059,762 1,007,162 1,114,541

Intangible assets, net 63,759 63,721 63,776

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Right-of-use assets 1,386,066 1,242,855 1,557,438

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Other assets 865,631 899,299

Total assets $ 158,407,198 $ 86,056,943

Other assets 823,366 899,299

Deferred tax assets 43,507 43,531 43,365

Total assets $ 171,558,850 $ 86,056,943

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Contract liabilities - 53,255

Subscription fees advanced from shareholders 64,983,160 -

Total liabilities 121,408,566 51,811,799

Payable to customers $ 53,815,624 49,429,462 $ 48,850,774

Payable to customers a related party 8,568 9,418 8,570

Contract liabilities 2,477,889 53,255

Income tax payable 105,402 105,339 149,778

Promissory notes payable 637,592 637,211 637,755

Accrued expenses and other liabilities 442,666 312,882 527,484

Lease liabilities 1,415,554 1,273,825 1,584,183

Total liabilities 54,246,026 51,811,799

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Total shareholders equity 36,697,571 33,943,714

Class A Ordinary shares (par value $ 0.005 per share, 3,600,000,000 shares authorized; 6,710,691 121,705,513 and 5,418,883 shares issued and outstanding at June September 30, 2026 and March 31, 2026, respectively)* 33,555 608,528 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 September 30, 2026 and March 31, 2026, respectively)* 10,000 10,000

Additional paid-in capital 31,984,829 111,311,816 29,036,288

Retained earnings 4,460,209 4,734,471 4,573,642

Accumulated other comprehensive income 208,978 347,129 296,688

Total shareholders equity attributable to TOP Financial Group s Shareholders 117,011,944 33,943,714

Non-controlling interest 301,061 300,880 301,430

Total shareholders equity 117,312,824 34,245,144

Total liabilities and shareholders equity $ 158,407,198 171,558,850 $ 86,056,943

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

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Futures brokerage commissions $ 164,201 $ 638,546

Virtual asset brokerage commissions 73,755 -

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

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

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 )

(Loss) earnings per share*:

For the Six Months Ended

AI services $ 222,111 $ - $ 222,111 $ -

Futures brokerage commissions 138,687 630,497 302,888 1,269,043

Virtual asset commissions 27,922 - 101,677 -

Trading solution service revenues - 150,000 110,000 - 260,000

Interest income from loan business 1,386,377 237,670 1,802,516 474,719

Other service revenues 318,903 115,508 693,218 146,079

Trading gains (losses) 66,091 331,608 ( 58,480 ) 510,903

Interest income and other 49,875 110,259 222,736 208,191

Total revenues 2,209,966 1,535,542 3,286,666 2,868,935

Cost of AI services 207,451 - 207,451 -

Commission expenses 154,308 458,157 327,530 900,367

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and 343 more changes in the filing

MD&A 2 changes

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

with the Company s unaudited condensed consolidated financial statements and notes thereto contained in this report.

Forward-looking statements 427 changes

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.

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 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.

This Form 10-Q contains 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 ).

- 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

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.

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 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.

In August 2026, the Board of Directors approved

a major strategic initiative to expand the use of artificial intelligence (AI) across our core financial business. Under this new technical mandate, we will develop and deploy advanced AI solutions designed to create scalable, technology-driven business lines while directly supporting and optimizing our core fintech operations. We will deeply embed tools across our core operational entities. The goal is to revolutionize the user experience, optimize administrative costs, and enhance data reporting capabilities. Specific system integrations include Online Brokerage & Asset Management, Predictive Risk Assessment, Wealth Management & Advisory, Investment Banking Workflow.

For the three and six months ended September 30, 2026, the Company generated revenue from AI services of approximately $0.2 million and

$0.2 million, respectively.

Our revenues were US$2.2 million and US$1.5 million for the three months ended September 30, 2026 and 2025, respectively. We, through our Operating Subsidiaries, generated net income of US$0.3 million and US$0.1 million for the three months ended September 30, 2026 and 2025. Our revenues were US$3.3 million and US$2.9 million for the six months ended September 30, 2026 and 2025, respectively. We, through our Operating Subsidiaries, generated net income of US$0.2 million and US$0.2 million for the six months ended September 30, 2026 and 2025. We expect to create a scalable ecosystem for our financial services and generate higher revenues and net income from delivering the AI services.

We plan to keep our business growing by expanding

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.

products and by blending enterprise-grade GPU compute infrastructure with localized AI software.

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 42,886,244 units ( Units ) ( after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026 ), with each Unit consisting of (i) one Class A ordinary share, par value US$0.005 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$1.8654 ( after giving effect to share consolidation at a ratio of 5-for-1 on

August 3, 2026 ) (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 42,886,244 Class A Ordinary Shares ( after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026 ) and Warrants to purchase up to 85,772,489

Class A Ordinary Shares ( giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026 ). The Company received gross proceeds in the amount of $80 million before deducting offering expenses. We received net proceeds of approximately $80.0 million from the private placement.

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

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.

Two on May 27, 2026.

On June 19, 2026, we entered into a Securities

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 US$0.005 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 85,772,489 Class

A ordinary share ( giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026 ) of the Company, par value

US$0.005 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 72,106,886 Class A Ordinary Shares ( giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026 ) (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

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. As of June 30, 2026 and March 31, 2026, the share number was retroactively adjusted to reflect the share consolidation.

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. As of September 30, 2026 and March 31, 2026, the share number was retroactively adjusted to reflect the share consolidation.

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Our business and operating results are influenced

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

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

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 2371 As of June September 30, 2026. In the three six months ended June September 30, 2025, we had 153 196 revenue-generating accounts in total, including 54 52 accounts for futures trading, 94 139 accounts for securities trading, and 5 accounts for trading solution services. In the three six months ended June September 30, 2026, we had 1,153 1193 revenue-generating accounts in total, including 53 accounts for futures trading, 1,100 1140 accounts for securities trading and 0 accounts for trading solution services.

Our top five customers accounted for 53% and 47%

of our total revenues for the three months ended September 30, 2026 and 2025, respectively. Our top five customers accounted for 44% and

Our top five customers accounted for 39% and 51% 46% of our total revenues for the three six months ended June September 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

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 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

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

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

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

and offer new and innovative products and services

Historically, we have generated a significant

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.

trading and increase the proportion of revenues generated from them.

We also plan to continue integrating value-added

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.

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We are preparing the launch of CFD products and

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.

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1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 347 more changes in the filing

Market risk 9 changes

Foreign Exchange Risk

Substantially all of our revenues and expenses are denominated in U.S. dollars and Hong Kong dollars and our expenses are denominated in U.S. dollars, Hong Kong dollars and Euro. We have not used any derivative financial instruments to hedge exposure to such risk. Financial instruments held for proprietary trading are denominated in Hong Kong dollars, U.S. dollars and EURO. Although in general our exposure to foreign exchange risks should be limited, the value of your investment in our Class A Ordinary Shares will be affected by the exchange rate between the U.S. dollar and Hong Kong dollar as well as between U.S. dollar and EURO because a substantial portion of our operating costs and expenses is effectively denominated in EURO, while our Class A Ordinary Shares will be traded in U.S. dollars. We may seek to reduce the currency risk by entering into foreign currency instruments. We did not have any currency hedging instruments as of June 30, 2026 and March 31, 2026, however management monitors movements in exchange rates closely.

To the extent we need to convert U.S. dollars into Hong Kong dollars for our operations, appreciation of Hong Kong dollar against the U.S. dollar would reduce the amount in Hong Kong dollars we receive from the conversion. Conversely, if we decide to convert Hong Kong dollars into U.S. dollars for the purpose of making payments for dividends on our Ordinary Shares, or for other business purposes, appreciation of the U.S. dollar against the Hong Kong dollar would reduce the U.S. dollar amounts available to us.

Our exposure to interest rate risk relates primarily from our bank deposits and receivables from brokers and dealers. We have not used any derivative financial instruments to manage our interest risk exposure. Although these interest earning instruments carry a degree of interest rate risk, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.

Our exposure to credit risk, which will cause a financial loss to us due to failure to discharge an obligation by the counterparties, relates primarily to our bank deposits (including our own cash at banks as well as the segregated clients account balances), receivables from brokers and dealers, and amount due from a related company. We consider the maximum exposure to credit risk equals to the carrying amount of these financial assets in the consolidated statement of financial position.

For bank deposits and receivables from brokers and dealers, the credit risk is limited as the counterparties are reputable financial institutions, brokers, dealers or clearing houses, which are governed by regulators including the Hong Kong Monetary Authority, and the HKSFC. The credit risk exposure arising from the amount due to a related company is considered to be minimal as the related company is owned by our major shareholder and under common control.

Other than concentration of credit risk on liquid funds which are deposited with several banks with high credit ratings, we do not have any other significant concentrations of credit risk.

To mitigate the credit risk from defaults, we have adopted a credit policy of dealing with creditworthy counterparties only, which are also under continuous monitoring. Our credit exposure is controlled by counterparty limits that are reviewed and approved by our senior management periodically.

Price risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual instrument or all instruments in the market. We are exposed to price risk in respect of financial instruments held for proprietary trading, which comprises investments in certain equity securities. The exposure is limited to the carrying amount of the financial instruments.

Controls and procedures 6 changes

1 unchanged paragraph

Our management, with the participation of our

Our management, with the participation of our Chief Co-Chief Executive Officer Officers and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of June September 30, 2026. Based on that evaluation, and in light of the material weaknesses in our internal control over financial reporting described below, our Chief Co-Chief Executive Officer Officers and Chief Financial Officer concluded that, as of June September 30, 2026, our disclosure controls and procedures were not effective. As previously disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 (the Form 10-K ), the material weaknesses identified relate to (i) our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures, and (ii) our lack of formal policies and procedures for the current expected credit loss ( CECL ) process, including insufficient estimation and review processes, inadequate support for key assumptions and documentation, and deficiencies in quantitative factor adjustments. These material weaknesses have not been remediated as of June 30, 2026. Notwithstanding the identified material weaknesses, management believes that the unaudited condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented, in conformity with U.S. GAAP. We are implementing, and will continue to implement, measures to remediate the material weaknesses, including: (i) engaging an experienced financial consultant to work closely with our internal finance team in preparing our financial statements and related disclosures in accordance with U.S. GAAP; (ii) additional U.S. GAAP training for our Chief Financial Officer through self-study and webinar courses, together with periodic review of major accounting literature updates; (iii) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; and (iv) improving our financial oversight function for handling complex accounting issues under U.S. GAAP. We cannot assure you that these measures will fully remediate the material weaknesses, and we may identify additional material weaknesses or significant deficiencies in the future.

SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our consolidated financial statements and related disclosures, and (ii) our lack of formal policies and procedures for the current expected credit loss ( CECL )

process, including insufficient estimation and review processes, inadequate support for key assumptions and documentation, and deficiencies in quantitative factor adjustments. These material weaknesses have not been remediated as of September 30, 2026. Notwithstanding the identified material weaknesses, management believes that the unaudited condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented, in conformity with U.S. GAAP. We are implementing, and will continue to implement, measures to remediate the material weaknesses, including: (i) engaging an experienced financial consultant to work closely with our internal finance team in preparing our financial statements and related disclosures in accordance with U.S. GAAP; (ii) additional U.S. GAAP training for our Chief Financial Officer through self-study and webinar courses, together with periodic review of major accounting literature updates; (iii) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; and (iv) improving our financial oversight function for handling complex accounting issues under U.S. GAAP. We cannot assure you that these measures will fully remediate the material weaknesses, and we may identify additional material weaknesses or significant deficiencies in the future.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Legal proceedings 2 changes

We are currently not a party to any material legal

We are currently not a party to any material legal or administrative proceedings, and we are not aware of any events that are likely to lead to any such proceedings. We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business.

Risk factors 1 change

Part I, Item 1A - Risk Factors of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 includes a discussion of significant factors known to us that could materially adversely affect our business, financial condition, or results of operations. There have been no material changes from the risk factors described in the Form 10-K.

Unregistered sales of stock 9 changes

During the three months ended June 30, 2026, the Company did not issue or sell any equity securities in transactions that were not registered under the Securities Act of 1933, as amended (the Securities Act ). The 1,288,203 Class A ordinary shares (giving effect to share consolidation at a ratio of 1-for-5 effected in August 2026) issued in the Company s June 2026 registered direct offering were sold pursuant to the Company s effective shelf registration statement on Form F-3 (File No. 333-273066) and the related prospectus supplement, and accordingly were registered under the Securities Act.

Subsequent to June 30, 2026, on July 9, 2026, the Company completed the closing of the private placement contemplated by the Securities Purchase Agreement, dated March 25, 2026, with certain non-U.S. investors, pursuant to which the Company issued 214,431,222 Class A Ordinary Shares and warrants to purchase up to 428,862,444 Class A Ordinary Shares (in each case prior to giving effect to the share consolidation at a ratio of 1-for-5 effected in August 2026), for aggregate gross proceeds of US$80,000,000. These securities were issued and sold outside the United States to non-U.S. persons in offshore transactions in reliance upon the exemption from registration provided by Regulation S under the Securities Act. For additional information, see Note 15 (Subsequent Events) to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

On July 9, 2026, the Company completed the

closing of the private placement contemplated by the Securities Purchase Agreement, dated March 25, 2026, as supplemented on May 5,

2026, with certain non-U.S. investors, and issued 42,886,244 Class A Ordinary Shares and warrants to purchase up to 85,772,489 Class

A Ordinary Shares (214,431,222 Class A Ordinary Shares and warrants to purchase up to 428,862,444 Class A Ordinary Shares, respectively, prior to giving effect to the Share Consolidation at a ratio of 5-for-1 on August 3, 2026), for aggregate gross proceeds of US$80,000,000, in reliance on the exemption from registration provided by Regulation S under the Securities Act of 1933, as amended (the Securities

Act ). On July 19, 2026, the Company entered into Warrant Amendment Agreements with the holders of the warrants and, on the same date, all holders exercised their warrants in full on a cashless basis. On July 20, 2026, the Company issued 72,106,886 Class A

Ordinary Shares (360,534,431 Class A Ordinary Shares prior to giving effect to the Share Consolidation at a ratio of 5-for-1 on August 3, 2026) upon such exercise in reliance on the exemptions from registration provided by Section 3(a)(9) and Section 4(a)(2) of the Securities Act. These transactions were previously reported in the Company s Current Reports on Form 8-K filed with the Securities and Exchange

Commission (the SEC ) on July 13, 2026 and July 20, 2026, respectively.

Other information 7 changes

During the fiscal quarter ended June September 30, 2026, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

Outstanding Shares and Public Float

As of October 13, 2026, the Company had a total

of 123,706,506 ordinary shares outstanding, consisting of 121,706,506 Class A Ordinary Shares and 2,000,000 Class B Ordinary Shares ( after giving effect to share consolidation at a ratio of 5-for-1 on August 3, 2026 ). Of the outstanding Class A Ordinary Shares, 100,867,842

Class A Ordinary Shares were non-restricted shares held by non-affiliates, representing the Company s free public float, and 20,838,664

Class A Ordinary Shares were restricted securities or were held by affiliates of the Company. All of the outstanding Class B Ordinary

Shares are held by Ms. Junli Yang, the Chairwoman of the Company s board of directors.

Exhibits 35 changes

Exhibit No. Description

10.1 Securities Purchase Agreement, dated as of March 25, 2026, by and among the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company s Report on Form 6-K furnished to the SEC on March 26, 2026).

10.2 Supplement No. 1 to Securities Purchase Agreement, dated as of May 5, 2026 (incorporated by reference to Exhibit 10.1 to the 6-K furnished May 12, 2026).

10.3 Form of Securities Purchase Agreement, dated as of June 19, 2026, by and among the Company and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Company s Report on Form 6-K furnished to the SEC on June 20, 2026).

** Furnished herewith

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

TOP FINANCIAL GROUP LIMITED

Dated: August 17, 2026 By. /s/ Ka Fai Yuen

Chief Executive Officer

(Principal Executive Officer)

Dated: August 17, 2026 By. /s/ Yung Yung Lo

Chief Financial Officer

(Principal Financial and Accounting Officer)

3.1 Third Fourth Amended and Restated Memorandum and Articles of Association of the Company, effective May 27, August 3, 2026 (incorporated by reference to Exhibit 3.1 to the Company s Current Report on Form 6-K furnished to 8-K filed with the SEC on May 28, July 31, 2026).

4.1 Form of Warrant to Purchase Class A Ordinary Shares, as amended (incorporated by reference to Exhibit 4.1 to the Company s Current Report on Form 6-K furnished to 8-K filed with the SEC on March 26, July 20, 2026).

Form of Warrant Amendment Agreement (incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed with the SEC on July 20, 2026).

Amended Appointment Letter, dated September 25, 2026, between the Company and Anthony S. Chan (incorporated by reference to Exhibit 10.1 to the Company s Current Report on Form 8-K filed with the SEC on September 29, 2026).

Amended Appointment Letter, dated September 25, 2026, between the Company and Mau Chung Ng (incorporated by reference to Exhibit 10.2 to the Company s Current Report on Form 8-K filed with the SEC on September 29, 2026).

Amended Appointment Letter, dated September 25, 2026, between the Company and Mei Cai (incorporated by reference to Exhibit 10.3 to the Company s Current Report on Form 8-K filed with the SEC on September 29, 2026).

31.1* Section 302 Certification by Chief Co-Chief Executive Officer (Ka Fai Yuen).

Section 302 Certification by Co-Chief Executive Officer (Hoi Ling Jennifer Tam).

31.2* Section 302 Certification by Chief Financial Officer (Principal Financial and Accounting Officer).

32.1** Section 906 Certification by Chief Co-Chief Executive Officer Officers and Chief Financial Officer .

101.INS** Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH* Inline XBRL Taxonomy Extension Schema Document.

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104** Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

Indicates management contract or compensatory plan or arrangement.

Attached as Exhibit 101 to this report are the

following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive

Attached as Exhibit 101 to this report are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June September 30, 2026 and 2025, (ii) Condensed Consolidated Balance Sheets as of June September 30, 2026 and March 31, 2026, (iii) Condensed Consolidated Statements of Cash Flows for the three six months ended June September 30, 2026 and 2025, (iv) Condensed Consolidated Statements of Changes in Shareholders Equity for the three months ended June 30, 2026 and 2025 and (v) Notes to Condensed Consolidated Financial Statements.

Consolidated Statements of Changes in Shareholders Equity for the three and six months ended September 30, 2026 and 2025 and (v)