January 28, 2026

Jan. 28, 2026 – Visionary Holdings Inc. (the “Company”) (NASDAQ: GV) GV 20-F on SEC UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F   REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THESECURITIES EXCHANGE ACT OF 1934 OR   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 OR   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES 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 _______________ For the transition period from ___________________________ to __________________________ Commission file number001-41385  Visionary Holdings Inc . (Exact name of Registrant specified in its charter) Not Applicable(Translation of Registrant’s name into English) Ontario, Canada(Jurisdiction of incorporation or organization) 445 Apple Creek Boulevard, Unit 217,Toronto, Ontario, Canada L3R 9X7905-305-1881(Address of principal executive offices) Mr. XiYong HouChief Executive Officer+1 905-305-1881frankhou@visionary.holdings(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   Trading Symbol(s)   Name of each exchange on which registered Common Shares   GV   The Nasdaq Stock Market LLC  Securities registered or to be registered pursuant to Section 12(g) of the Act. Not Applicable(Title of Class)  Securities for Which Reports Are Required to Be Filed pursuant to Section 15(d) of the Securities Exchange Act of 1934  Not Applicable (Name of Security Class)  Number of shares of each class of capital stock or common stock outstanding as of the end of the period covered by this annual report.  5,607,348 shares of common stock  If the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act, check the appropriate box.Yes  No  If this report is an annual report or transition report, check whether 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 above box does not relieve any registrant of any obligation to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Check 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 past 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to suchfiling requirements for the past 90 days.Yes  No  Check whether the registrant has submitted all interactive data files required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the past 12 months (or for such shorter period that the registrant was required to submit such files).Yes  No  Check whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer, or emerging growth company. See the definitions of “accelerated filer,” “large 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, check 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†.  † “New or revised financial accounting standards” means any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. Check whether the registrant has filed the report of the registered public accounting firm required by Section 404(b) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7262(b)) regarding the registrant’s assessment of the effectiveness of internal control over financial reporting and the attestation report of the registered public accounting firm.  If securities are registered pursuant to Section 12(b) of the Exchange Act, check whether the financial statements included in the filing reflect the correction of an error to previously issued financial statements. Check whether any such error correction is a restatement that requires a recovery analysis of incentive-based compensation received by any executive officer during the relevant recovery period pursuant to § 240.10D-1(b).  Check the accounting basis used by the registrant in preparing the financial statements included in this document: U.S. Generally Accepted Accounting Principles  | International Financial Reporting Standards issued by the International Accounting Standards Board  | Other | If “Other” is checked in responseto the previous question, check the item of the financial statements the registrant has elected to follow:Item 17  Item 18  If this report is an annual report, check 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 within the past five years) Check whether the registrant has filed all documents and reports required to be filed pursuant to Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a court-approved plan. Yes  No Not Applicable.  Table of Contents    Page     PART 1       Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Issuance Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 8 Item 5. Operating and Financial Review and Prospects 16 Item 6. Directors, Senior Management and Employees 32 Item 7. Major Shareholders and Related Party Transactions 38 Item 8. Financial Information 39 Item 9. Issuance and Listing of Securities 39 Item 10. Supplementary Information 40 Item 11. Quantitative and Qualitative Disclosures about Market Risk 50 Item 12. Description of Securities Other Than Equity Securities 51     Part II       Item 13. Defaults, Dividend Arrearages and Delinquencies 51 Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 51 Item 15. Controls and Procedures 51 Item 16. [Reserved] 54 Item 16A. Audit Committee Financial Expert 54 Item 16B. Code of Ethics 54 Item 16C. Principal Accountant Fees and Services 54 Item 16D. Exemptions from Listing Standards for Audit Committees 55 Item 16E. Purchases of Equity Securities by