SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024

Commission File Number 001-38490

HIGHWAY HOLDINGS LIMITED

(Translation of Registrant’s Name Into English)

Suite 1801, Level 18

Landmark North

39 Lung Sum Avenue

Sheung Shui

New Territories, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

On October 11, 2024, the Company held its Annual Meeting of Shareholders (the “Annual Shareholders Meeting”) at the offices of TroyGould PC, 1801 Century Park East, Suite 1600, Los Angeles, California U.S.A. At the Annual Shareholders Meeting, the Company’s shareholders voted on three proposals, each of which is described in more detail in the Company’s Proxy Statement filed as Exhibit 99.1 on the Company’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on August 30, 2024 (the “Proxy Statement”). At the Annual Shareholders Meeting, 2,388,882 common shares, or approximately 54.3% of common shares outstanding at the record date of August 19, 2024 were present at the meeting in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter.

●	Proposal 1: to elect Heiko Sonnekalb to the Company’s Board of Directors as Class II director for a three-year term expiring<br>at the 2027 Annual Meeting of Shareholders;
●	Proposal 2: a proposal to ratify the selection by the Board of Directors of ARK Pro CPA & Co as the independent accountants<br>of the Company for the fiscal year ending March 31, 2025; and
---	---
●	Proposal 3: a proposal to amend the 2020 Stock Option and Restricted Stock Plan to increase the number of shares authorized<br>for issuance by 500,000 shares.
---	---

Voting Results

Proposal 1: Heiko Sonnekalb was elected as director with 1,729,785 “FOR” votes and 40,160 “WITHHELD” votes.

Proposal 2: This proposal was approved with 2,175,153 “FOR” votes, 208,248 “AGAINST” votes and 5,481 “ABSTAIN” votes.

Proposal 3: This proposal was approved with 1,9000,603 “FOR” votes, 265,391 “AGAINST” votes and 222,888 “ABSTAIN” votes.

Exhibit Index.

Exhibit No.	Description
99.1	Press Release, dated October 10, 2024.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HIGHWAY HOLDINGS LIMITED
Date: October 11, 2024	By	/s/ ROLAND W. KOHL
		Roland W. Kohl
		Chief Executive Officer

Exhibit 99.1

NEWS RELEASE

HIGHWAY HOLDINGS REPORTS SECOND QUARTER FISCALYEAR 2025 RESULTS

· 60.1% Year Over Year Increase in Second Quarter Revenue

· 117.8% Year Over Year Increase in Second Quarter Gross Profit

· Cash and Cash Equivalents of $1.28 Per Diluted Share

HONG KONG — October 10, 2024— Highway Holdings Limited (Nasdaq: HIHO, “the Company” or “Highway Holdings”) today reported results for the second quarter of fiscal year 2025 and the six months ended September 30, 2024, with second quarter of fiscal year 2025 revenue growth of 60.1% and gross profit growth of 117.8% on a year over year basis.

Roland Kohl, chairman, president and chief executive officer of Highway Holdings, noted, “While the positive results reflect an improving environment at our customers, we still have a lot of ground to make up to return to our normalized pre-COVID business level. The rebound continues but has been slowed by the uncertain macro environment, following the fallout of COVID, as orders for customer products have been adversely impacted by the Russia/Ukraine war and the conflict in Mid-East. In addition, our business progress is not immediately reflected on a net income comparison, and we caution investors this is not an accurate measure, because we benefitted in the year ago period from the reversal of previously taken bad debt provisions. With that being said, we are encouraged with our progress and expect an improving business environment over the coming quarters will help our business now that we have stopped the bleeding and can focus on expanding revenue growth, profitability and free cash flow.”

Mr. Kohl concluded, “We are cautiously optimistic that we have come through the worst part of this low business cycle. Even with our existing products still experiencing below normal levels of demand, we are coming online shortly with the new motor project we previously announced. Production is expected to start in the fiscal third quarter of 2025 and should ramp up in the fiscal fourth quarter of 2025. As a result, if our core existing business remains stable or improves slightly, the positive impact of the additional new business will help drive a further improvement in results. Our company is financially very healthy with over $5.6 million in cash on hand and a net cash positive position. At the same time, as part of our business growth strategy, we are evaluating numerous possible ventures, which could substantially improve the Company’s future. We are fully committed to building value for the Company and all shareholders, as we continue to build on our track record of success over the long-term.”

(more)

Highway Holdings Ltd.

2-2-2

Select Additional Financial Results:

Gross profit for the second quarter of fiscal year 2025 was $834,000 compared with $383,000 in the year ago period mainly due to the 60.1% increase in sales over the same period. Gross profit as a percentage of sales for the second quarter of fiscal year 2025 was 39.4 percent, compared to 29.0 percent in the year ago period. Gross profit for the first half of fiscal year 2025 was $1,495,000 compared with $760,000 in the year ago period. Gross profit as a percentage of sales for the first half of fiscal year 2025 was 37.4 percent compared with 28.5 percent in the year ago period.

Selling, general and administrative expenses for the second quarter of fiscal year 2025 increased to $724,000 from $272,000, primarily reflecting the above-noted bad debt provision reversal in the year ago period.

Net income for the second quarter of fiscal year 2025 reflects a currency exchange gain of $58,000 compared to a $14,000 gain in the year ago period mainly due to a weakening of the Kyat. The Company reported a currency exchange gain of $96,000 for the first half of fiscal year 2025, compared with a $31,000 gain in the year ago period.

The Company had interest income of approximately $58,000 for the second quarter of fiscal year 2025, and interest income of approximately $103,000 for the first half of fiscal year 2025 due to the increase in interest rates.

The Company’s balance sheet remains strong, with total assets of $11.0 million dollar and cash and cash equivalents in excess of $5.6 million, or approximately $1.28 per diluted share. The cash and cash equivalent amount exceeded all of its short- and long-term liabilities by approximately $1.4 million. Total shareholders’ equity at September 30, 2024, was $6.8 million, or $1.54 per diluted share.

About Highway Holdings Limited

Highway Holdings is an international manufacturer of a wide variety of quality parts and products for blue chip equipment manufacturers based primarily in Germany. Highway Holdings’ administrative offices are located in Hong Kong and its manufacturing facilities are located in Yangon, Myanmar, and Shenzhen, China. For more information visit website www.highwayholdings.com.

Except for the historical information containedherein, the matters discussed in this press release are forward-looking statements which involve risks and uncertainties, including butnot limited to economic, competitive, governmental, political and technological factors affecting the company’s revenues, operations,markets, products and prices, and other factors discussed in the company’s various filings with the Securities and Exchange Commission,including without limitation, the company’s annual reports on Form 20-F.

(Financial Tables Follow)

#

Highway Holdings Ltd.

3-3-3

For further information, please contact:

Global IR Partners

David Pasquale

HIHO@globalirpartners.com

New York Office: +1-914-337-8801

HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Statement of Income

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended					Six Months Ended
	September 30,					September 30,
****	2024		2023		****	2024		****	2023		****
Net sales	$	2,117	$	1,322		$	3,996		$	2,669
Cost of sales		1,283		939			2,501			1,909
Gross profit		834		383			1,495			760
Selling, general and administrative expenses		724		272			1,382			1,049
Operating income/(loss)		110		111			113			(289	)
Non-operating items
Exchange gain /(loss), net		58		14			96			31
Interest income		58		53			103			93
Gain/(Loss) on disposal of assets		-		13			-			13
Other income/(expenses)		5		6			12			6
Total non-operating income/ (expenses)		121		86			211			143
Net income before income tax and non-controlling interests		231		197			324			(146	)
Income taxes		0		3			0			6
Net income before non-controlling interests		231		200			324			(140	)
Less: net gain attributable to non-controlling interests		0		(13	)		(5	)		(15	)
Net income/(loss) attributable to Highway Holdings Limited’s shareholders		231		213			329			(125	)
Net Gain/ (loss) per share – Basic	$	0.05	$	0.05		$	0.08		$	(0.03	)
Net Gain/ (loss) per share - Diluted	$	0.05	$	0.05		$	0.08		$	(0.03	)
Weighted average number of shares outstanding
Basic		4,402		4,219			4,379			4,345
Diluted		4,402		4,235			4,379			4,345

Highway Holdings Ltd.

4-4-4

HIGHWAY HOLDINGS LIMITED AND SUBSIDIARIES

Consolidated Balance Sheet

(Dollars in thousands, except per share data)

			(audited) Mar 31,
			2024
Current assets:
Cash and cash equivalents	5,614		$	6,601
Accounts receivable, net of doubtful accounts	1,982			1,253
Inventories	1,785			1,566
Prepaid expenses and other current assets	156			226
Total current assets	9,537			9,646
Property, plant and equipment, (net)	64			-
Operating lease right-of-use assets	1,142			1,375
Long-term deposits	206			202
Long-term loan receivable	95			95
Investments in equity method investees	-			-
Total assets	11,044		$	11,318
Current liabilities:
Accounts payable	1,021		$	935
Operating lease liabilities, current	621			588
Other liabilities and accrued expenses	1,559			1,789
Income tax payable	484			480
Dividend payable	45			45
Total current liabilities	3,730			3,837
Long term liabilities :
Operating lease liabilities, non-current	507			803
Long terms accrued expenses	40			40
Total liabilities	4,277			4,680
Shareholders’ equity:
Preferred shares, 0.01 par value	-			-
Common shares, 0.01 par value	44			44
Additional paid-in capital	12,159			12,117
Accumulated deficit	(4,908	)		(5,015	)
Accumulated other comprehensive income/(loss)	(516	)		(501	)
Non-controlling interest	(12	)		(7	)
Total shareholders’ equity	6,767			6,638
Total liabilities and shareholders’ equity	11,044		$	11,318

All values are in US Dollars.