table of contents united statessecurities and exchange commission washington, d.c. 20549 form 20-f (mark one) ☐registration statement pursuant to section 12(b) or 12(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 march 31, 2024. or ☐transition report pursuant to section 13 or 15(d) of the securities exchange act of 1934 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 for the transition period from to commission file number: 001-38748 mogu inc. (exact name of registrant as specified in its charter) n/a (translation of registrant’s name into english) cayman islands (jurisdiction of incorporation or organization) mingqi center, 8/f, building no. 1, no. 666 zhenhua road xihu district, hangzhou, 310012 people’s republic of china (address of principal executive offices) qi feng, financial controller mingqi center, 8/f, building no. 1, no. 666 zhenhua road xihu district, hangzhou, 310012 people’s republic of china tel: 86 571 8530 8201 email: ir@mogu.com (name, telephone, email 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 class tradingsymbol(s) name of each exchangeon which registered american depositary shares (one american depositary share representing 300 class a ordinary shares, par value us$0.00001 per share)class a ordinary shares, par valueus$0.00001 per share*moguthe new york stock exchange(the new york stock exchange)*not for trading, but only in connection with the listing on the new york stock exchange of american depositary shares. table of contentssecurities 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 the period covered by the annual report: 2,161,569,300 class a ordinary shares, par value us$0.00001 per share, and 303,234,004 class b ordinary shares, par value us$0.00001 per share, were outstanding as of march 31, 2024.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 note – checking the box above will not relieve any registrant required to file reports pursuant to section 13 or 15(d) of the securities exchange act of 1934 from their obligations under those sections.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 definition 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 statem