DESWELL INDUSTRIES INC
For the period ended Mar 31, 2025. Filed Jul 29, 2025.
View on SEC.govAbout this filing
The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Jul 29, 2025
Contents
Table of Contents
| Page | ||
|---|---|---|
| PART I | 1 | |
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS | 1 |
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE | 1 |
| ITEM 3. | KEY INFORMATION | 1 |
| ITEM 4. | INFORMATION ON THE COMPANY | 31 |
| ITEM 4A. | UNRESOLVED STAFF COMMENTS | 41 |
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS | 41 |
| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 51 |
| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 54 |
| ITEM 8. | FINANCIAL INFORMATION | 55 |
| ITEM 9. | THE OFFER AND LISTING | 57 |
| ITEM 10. | ADDITIONAL INFORMATION | 58 |
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 66 |
| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 66 |
| PART II | 67 | |
| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | 67 |
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | 67 |
| ITEM 15. | CONTROLS AND PROCEDURES | 67 |
| ITEM 16. | [RESERVED] | 68 |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT | 68 |
| ITEM 16B. | CODE OF ETHICS | 68 |
| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES | 69 |
| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR THE AUDIT COMMITTEE. | 69 |
| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATE PURCHASERS | 69 |
| ITEM 16F. | CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | 69 |
| ITEM 16G. | CORPORATE GOVERNANCE | 69 |
| ITEM 16H. | MINE SAFETY DISCLOSURE | 69 |
| ITEM 16I. | DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 70 |
| ITEM 16J. | INSIDER TRADING POLICIES | 70 |
| ITEM 16K. | CYBERSECURITY | 70 |
| PART III | 71 | |
| ITEM 17. | FINANCIAL STATEMENTS | 71 |
| ITEM 18. | FINANCIAL STATEMENTS | 71 |
| ITEM 19. | EXHIBITS | 72 |
| SIGNATURES | 73 | |
| CERTIFICATION OF CHIEF EXECUTIVE OFFICER REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 | Exhibit 12.1 | |
| CERTIFICATION OF CHIEF FINANCIAL OFFICER REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 | Exhibit 12.2 | |
| CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | Exhibit 13.1 | |
| CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM — BDO China Shu Lun Pan Certified Public Accountants LLP | Exhibit 15.1 | |
i
INTRODUCTION
This Annual Report on Form 20-F contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to those discussed in the section entitled Risk Factors under ITEM 3 “Key Information.”
Readers should not place undue reliance on forward-looking statements, which reflect management’s view only as of the date of this Annual Report. The Company undertakes no obligation to revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.
Except where the context otherwise requires and for purposes of this Report only:
“we,” “us,” “our Company,” “our,” the “Company” or “Deswell” refers to Deswell Industries, Inc. and, in the context of describing our operations, also include our operating subsidiaries;
“shares” refer to our common shares, no par value;
“China” or “PRC” refers to the People’s Republic of China, excluding, for purposes of this annual report only, Taiwan, Hong Kong and Macao;
“Hong Kong” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;
“Macao” refers to the Macao Special Administrative Region of the People’s Republic of China;
“BVI” refers to the British Virgin Islands;
all references to:
“renminbi,” “RMB” or “yuan” are to the legal currency of China, of which the yuan is the base unit;
“HK dollars” or “HK$” are to the legal currency of Hong Kong;
“MOP$” are to the legal currency of Macao;
“U.S. dollars,” “dollars,” “$” or “U.S.$” are to the legal currency of the United States; and
“fiscal year,” e.g., “fiscal 2025,” are to our year ended March 31 of the year(s) indicated.
FINANCIAL STATEMENTS AND CURRENCY PRESENTATION
The Company prepares its consolidated financial statements in accordance with generally accepted accounting principles in the United States of America and publishes such statements in United States dollars. See “Report of Independent Registered Public Accounting Firm” included elsewhere herein. The Company publishes its financial statements in United States dollars. The functional currency of the Company and its subsidiaries is the U.S. dollar.
ii
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.