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Basel Medical Group Ltd

For the period ended Jun 30, 2026. Filed Oct 30, 2026.

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About 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.

FY2026 · Filed Oct 30, 2026

BMGL$5.29+1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

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

For the fiscal year ended June 30,2026

OR

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

For the transition period from _______ to _______

OR

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

Date of event requiring this shell company report

Commission file number:001-42527

Basel Medical Group Ltd

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

6 Napier Road,

Unit #02-10/11 Gleneagles Medical Centre

**Singapore 258499 **

(Address of principal executive offices)

Dr. Darren Yen Feng Chhoa

contact@baselmedical.com

6 Napier Road,

Unit #02-10/11 Gleneagles Medical Centre

**Singapore 258499 **

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary shares with no par valueBMGLThe Nasdaq Stock Market LLC

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

None

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of business covered by the annual report:1,582,111 ordinary shares as of June 30, 2026, after giving effect to the 1-for-12 reverse share split effected June 22, 2026.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐No ☒

If this 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 15(d) 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. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒
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.☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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:

U.S. GAAP ☐International Financial Reporting Standards as issued by the International Accounting Standards Board ☒Other ☐

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☒

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

TABLE OF CONTENTS

CONVENTIONS AND FREQUENTLY USED TERMS1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3
PART I4
ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4
ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4
ITEM 3.KEY INFORMATION4
ITEM 4.INFORMATION ON THE COMPANY25
ITEM 4A.UNRESOLVED STAFF COMMENTS34
ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS34
ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES38
ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS44
ITEM 8.FINANCIAL INFORMATION47
ITEM 9.THE OFFER AND LISTING48
ITEM 10.ADDITIONAL INFORMATION49
ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK53
ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES54
PART II54
ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES54
ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS54
ITEM 15.CONTROLS AND PROCEDURES55
ITEM 16.[RESERVED]56
ITEM 16A.AUDIT COMMITTEE AND FINANCIAL EXPERT56
ITEM 16B.CODE OF ETHICS56
ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES57
ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES57
ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS57
ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT57
ITEM 16G.CORPORATE GOVERNANCE58
ITEM 16H.MINE SAFETY DISCLOSURE58
ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS58
ITEM 16J.INSIDER TRADING POLICIES58
ITEM 16K.CYBERSECURITY59
PART III59
ITEM 17.FINANCIAL STATEMENTS59
ITEM 18.FINANCIAL STATEMENTS59
ITEM 19.EXHIBITS60
EXHIBIT INDEX60
SIGNATURE61

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