Roma Green Finance Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

OR

For the Fiscal Year Ended March 31,2026

OR

OR

Commission File Number:001-41883

ROMA GREEN FINANCE LIMITED

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

Flat 605, 6/F

Tai Tung Building,8 Fleming Road

Wanchai, Hong Kong

(Address of principal executive offices)

Luk Huen Ling Claire, Chief Executive Officer and Chairlady of the Board of Directors

Telephone:+852 2529 6878

Email: claireluk@roma-international.com

At the address of the Company set forth above

(Name, Telephone, email and/or fax number and address of Company Contact Person)

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

Securities registered pursuant to Section 12(g) of the Act:None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

53,493,467 Class A Ordinary Shares, $0.001 par value and 6,071,104 Class B Ordinary Shares, $0.001 par value were outstanding as at March 31, 2026.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933.

Yes ☐No ☒

If the report is an annual or transition report, indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15D of the Securities Exchange Act of 1934.

Yes ☐No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 (§232.405 of this chapter) 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 an emerging growth company.

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the Registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the Registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

Yes ☐ No☒

TABLE OF CONTENTS

i

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this Annual Report is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Financial Information in U.S. Dollars

Our reporting currency is the Hong Kong dollar. This Annual Report also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Hong Kong dollars into U.S. dollars were made as of March 31, 2026 at HK$1.00 to USD0.1282. We make no representation that the Hong Kong dollar or U.S. dollar amounts referred to in this Annual Report could have been or could be converted into U.S. dollars or Hong Kong dollars, as the case may be, at any particular rate or at all.

References to “dollars,” “U.S. Dollars”, “USD” or “US$” are to United States Dollars” and “HKD” or “HK$” means Hong Kong dollars, the lawful currency of Hong Kong.

REFERENCES

In this Annual Report, “China” refers to all parts of the People’s Republic of China, including the Special Administrative Region of Hong Kong. The terms “we,” “our,” “us”, “Group”, “ROMA” and the “Company” refer to Roma Green Finance Limited and, where the context so requires or suggests, our direct and indirect subsidiaries. Our direct and indirect subsidiaries are: (i) Lucky Time Ventures Limited (“Lucky Time”), incorporated in the British Virgin Islands; (ii) Roma Risk Advisory Limited (“RRA”), incorporated in Hong Kong and one of our Operating Subsidiaries; (iii) Roma Advisory Pte. Ltd. (“Roma (S)”), incorporated in Singapore and one of our Operating Subsidiaries; and (iv) Capital Summit Enterprises Limited (“Capital Summit”), incorporated in the British Virgin Islands. Lucky Time is a holding company and does not conduct any business operations. RRA, Roma (S) and Capital Summit are our Operating Subsidiaries and conduct business operations in Hong Kong and Singapore.

Recent Events

On June 5, 2025, the Company conducted a second follow-on offering (the “SFPO”), in which it sold (i) 11,000,000 ordinary shares with par value US$0.001 each of the Company at an offering price of US$0.60 and (ii) 33,000,000 common warrants to purchase up to 33,000,000 ordinary shares at an exercise price of US$0.01 per share, for total gross proceeds of US$6,930,000.00 and net proceeds of approximately US$6,843,939 after deducting expenses of approximately $86,061 payable by the Company.

On September 1, 2025, the Company has entered into an agreement for the sale and purchase of shares in Capital Summit Enterprises Limited, a company incorporated under the laws of the British Virgin Islands, and Capital Summit’s then sole shareholder, CHAU Lok Yi, pursuant to which the Company acquired 100% of the equity interest in Capital Summit, for consideration consisting of a cash payment in the amount of US$1,700,000. Capital Summit is principally engaged in the provision of advisory and consultancy services.

On December 17, 2025, the Company held an extraordinary general meeting of shareholders. At the meeting, the shareholders approved, by way of special resolution, proposals relating to the redesignation and reclassification of the Company’s share capital. In addition, a second amended and restated memorandum and articles of association were adopted in substitution for and to the exclusion of the Company’s then-effective amended and restated memorandum of association and articles of association, and reflect, among other matters, the implementation of a multi-class share structure and the rights and privileges of the Company’s Class A Ordinary Shares and Class B Ordinary Shares. Following the adoption of the second amended and restated memorandum and articles of association, the authorized share capital remains US$500,000 but now comprises 400,000,000 Class A Ordinary Shares (1 vote per share), 50,000,000 Class B Ordinary Shares (25 votes per share), and 50,000,000 undesignated shares. In connection with this approval, the 59,564,571 previously issued ordinary shares were redesignated into 53,493,467 Class A Ordinary Shares (the “Class A Ordinary Shares”) and 6,071,104 Class B Ordinary Shares (the “Class B Ordinary Shares”, and collectively with the Class A Ordinary Shares, the “Ordinary Shares”). All Class B Ordinary Shares are held by Top Elect Group Limited, resulting in Top Elect Group Limited holding a significant concentration of voting power among holders of the Class B Ordinary Shares.

On December 23, 2025, the Company voluntarily furnished a report on Form 6-K to announce its unaudited financial results for the six months ended September 30, 2025.

On January 31, 2026, Ms. Cheng Yu-Pei resigned as an independent non-executive director of the Company.

On February 1, 2026, the Company has appointed Ms. Lai Shan Shan as an independent non-executive director of the Company. Following such appointment, the Board consisted of Luk Huen Ling Claire, Wong Kai Hing and Lai Shan Shan.

On March 30, 2026, the board of directors of the Company authorized a share repurchase program, under which the Company is authorized to repurchase up to US$100.0 million of its outstanding Class A Ordinary Shares. The share repurchase program will remain in effect until December 31, 2028, unless earlier modified, suspended, or terminated by the board of directors.

On April 15, 2026, the Company held its 2026 Extraordinary General Meeting, where shareholders approved a share consolidation proposal by way of ordinary resolution. Pursuant to such proposal, each of the issued and unissued Class A Ordinary Shares, Class B Ordinary Shares and undesignated shares of the Company shall be consolidated (effectively a revere share split) at a ratio ranging from not less than 1-for-2 to not more than 1-for-250, with the exact ratio to be determined by the Board in its sole discretion and the effective date to be set no later than October 12, 2026. The share consolidation proposal also authorizes the board of directors to determine whether to implement the share consolidation and to take all necessary and appropriate ancillary matters in connection therewith, including settling fractional share entitlements by way of capitalization of reserves or distribution of sale proceeds.

On June 12, 2026, the Company announced the establishment of a dedicated investment vertical focused on Artificial Intelligence and High-Performance Computing (AI/HPC) infrastructure. The vertical extends the Company’s sustainable-finance and ESG advisory mandate into low-carbon, energy-efficient digital infrastructure, targeting distributed, sub-50 MW compute assets paired with on-site behind-the-meter (BTM) power generation in low-cost energy jurisdictions.

On June 15, 2026, the Company entered into an At the Market Offering Agreement with H.C. Wainwright & Co., LLC as the sole and exclusive sales agent, pursuant to which the Company may offer and sell, from time to time, its Class A ordinary shares, through or to the sales agent in an “at the market offering” for an aggregate offering price of up to US$200,000,000.

On June 15, 2026, the Company entered into a non-binding letter of intent to subscribe for a 5% equity interest in BlueFlare Group Holdings Inc. for a total consideration of US$15 million, subject to due diligence, negotiation of definitive agreements and customary approvals. The proposed investment would be the first under the Company’s newly established AI/HPC infrastructure investment vertical and represents the Company’s first direct equity position in a BTM compute infrastructure platform.

On June 18, 2026, in connection with the previously disclosed non-binding letter of intent to subscribe for a 5% equity interest in BlueFlare Group Holdings Inc.(“BlueFlare”), the Company expects to be granted a non-exclusive right of first offer (the “Right of First Offer”) to provide project-level funding for behind-the-meter (“BTM”) data center sites developed under BlueFlare’s distributed Alberta program. The Right of First Offer is expected to be granted under a contemplated master letter of intent between BlueFlare and Bloc3 Energy LLC, in partnership with ZAJA LLC, and is intended to give ROMA the first opportunity to offer site-level financing for each BTM data centre advanced under the program — a distributed portfolio of facilities ranging from approximately 1 MW to 10 MW each, targeting up to 500 MW of aggregate capacity over a multi-year period.

On June 23, 2026, the Company entered into a non-binding letter of intent to acquire a 5% equity interest in NXTGrid Compute Power Inc. (“NXTGrid”) for total consideration of US$15 million subject to due diligence, negotiation of definitive agreements and customary approvals. NXTGrid is a developer of powered land for artificial intelligence, high-performance computing, and other high-density compute workloads, securing and owning sites with committed power ahead of demand. NXTGrid expects to own and energize sites in Bathurst, Birtle, and Medicine Hat, representing approximately 65 MW of first-phase capacity targeted to be powered before the end of 2026. The proposed investment would be the Company’s second cornerstone position in artificial intelligence and high-performance computing (“AI/HPC”) infrastructure, following the Company’s previously announced US$15 million cornerstone investment in the BlueFlare group.