6-K
Lianhe Sowell International Group Ltd (LHSW)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16 OF THE
SECURITIESEXCHANGE ACT OF 1934
Forthe month of March 2026
CommissionFile Number 001-42579
LianheSowell International Group Ltd
(Translation of registrant’s name into English)
RM1502,Sannuo Smart Building,
No.3388 Binhai Ave, Binhai Community,
NanshanDistrict, Shenzhen, China
(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 ☐
EXPLANATORYNOTE
Lianhe Sowell International Group Ltd, a Cayman Islands exempted company, is furnishing this Form 6-K to provide six-month interim financial statements for the six months ended September 30, 2025.
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EXHIBITINDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Financial results for the six months ended September 30, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Lianhe Sowell International Group Ltd. | ||
|---|---|---|
| Date: March 27, 2026 | By: | /s/<br> Yue Zhu |
| Yue Zhu | ||
| Chief Executive Officer |
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Exhibit 99.1
Lianhe Sowell International Group LtdFinancial Resultsfor the First Half Year ended September 30, 2025
Key Financial Performance Highlights for the First Half Year endedSeptember 30, 2025
| ● | Revenues<br>were $26.54 million for six months ended September 30, 2025, representing an increase of 56.9% compared to $16.92 million for the<br>same period in 2024. Revenue from sales of electronic products for the six months ended September 30, 2025 grew by 58.7% to $20.90 million,<br>up from $13.17 million for the six months ended September 30, 2024, driven by increased market demand and expanded distribution channels.<br>Revenue from sales of software for the six months ended September 30, 2025 increased 50.5% to $5.63 million, compared to $3.74 million<br>for the six months ended September 30, 2024, driven by strengthened marketing efforts that resulted in significant customer growth. |
|---|---|
| ● | Gross<br>profit was $6.7 million for the six months ended September 30, 2025, up from $3.59 million for the same period in 2024. Gross<br>margin was 25.3% for the six months ended September 30, 2025, up about 4 percentage points from 21.2% for the same period in 2024,<br>which was primarily driven by increased sales of higher-margin software. |
| --- | --- |
| ● | Net<br>loss was $0.69 million for the six months ended September 30, 2025, compared to net income of $1.25 million for the same period in 2024. |
| --- | --- |
The first half of fiscal 2025 marked a period of strategic transformation for Lianhe Sowell International Group Ltd (the “Company”). The Company’s total revenue grew significantly by 56.9%, driven by deliberate shifts in its business mix. Revenue from higher-margin software solutions increased 50.5%, while revenue from electronic products grew by 58.7%. This balanced growth, combined with disciplined cost management, expanded the Company’s gross margin by 4.0 percentage points.
The Company also accelerated innovation in its industrial robotics line, achieving significant milestones in the commercialization of its new generation automated precision vision spray painting robots, both domestically and internationally. The strong market reception, reflected in major orders and deliveries, reinforces its belief that intelligent, automated solutions will be a major growth driver for years to come.
Selected First Half Year ended September 30, 2025 Financial Results
| For the Six Months Ended September 30, | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| In USD Millions, except %, differences due to rounding. | 2025 | 2024 | Variances /% | ||||||
| Revenues | 26.54 | 16.92 | 9.6 | ||||||
| Cost of revenues | 19.83 | 13.33 | 6.5 | ||||||
| Gross profit | 6.70 | 3.59 | 3.1 | ||||||
| Gross margin | 25.3 | % | 21.2 | % | 4.0 | % | |||
| Operating (loss) income | (0.98 | ) | 1.17 | (2.2 | ) | ||||
| Net (loss) income | (0.69 | ) | 1.25 | (1.9 | ) |
Revenue
Total revenues increased significantly by $9.62 million, or 56.9%, from $16.92 million for the six months ended September 30, 2024 to $26.54 million for the six months ended September 30, 2025. This growth was primarily driven by strong performance across both business segments. All revenues were derived from third parties, with no related party transactions in either period.
Revenue from electronic products increased by $7.73 million, or 58.7%, from $13.17 million in the first half of 2024 to $20.90 million in the first half of 2025. Electronic products continued to be the primary revenue contributor, representing 78.8% of total revenues in the first half of 2025, compared to 77.9% in the same period of 2024.
Revenue from software sales increased by $1.89 million, or 50.5%, from $3.74 million in the first half of 2024 to $5.63 million in the first half of 2025. Software sales represented 21.2% of total revenues in the first half of 2025, compared to 22.1% in the same period of 2024. The surge in software sales was driven by enhanced marketing efforts, including increased investment in advertising and promotion, which led to rapid customer growth during the six months ended September 30, 2025.
The following table presents revenues by revenue categories for the six months ended September 30, 2025 and 2024, respectively:
| For the Six Months Ended September 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| In USD Millions, except %, differences due to rounding. | 2025 | 2024 | Variance | |||||||||
| Revenue Category | Amount | % of revenues | Amount | % of revenues | Amount | % | ||||||
| Electronic products | 20.90 | 78.8 | 13.17 | 77.9 | 7.73 | 58.7 | ||||||
| Software | 5.63 | 21.2 | 3.74 | 22.1 | 1.89 | 50.5 | ||||||
| Total revenues | 26.54 | 100.0 | 16.92 | 100.0 | 9.62 | 56.9 |
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Cost of Revenues and Margins
Cost of revenues primarily consists of (i) labor expenses, including salaries, social insurance, and benefits, for employees engaged in operations and product support, and (ii) associated costs of materials and equipment.
Cost of revenues increased by $6.51 million, or 48.8%, from $13.33 million in the first half of 2024 to $19.83 million in the first half of 2025. This increase was primarily attributable to the growth in sales volume across both electronic products and software.
As a result, gross profit increased by $3.11 million, or 86.7%, from $3.59 million for the six months ended September 30, 2024 to $6.70 million for the six months ended September 30, 2025. The gross profit margin improved to 25.3% in the first half of 2025 from 21.2% in the same period of 2024, primarily driven by the growth in software sales, which carry higher margins.
Operating Expenses
Selling Expenses
Selling expenses increased by $26,000, or 9.1%, from $292,000 in the first half of 2024 to $319,000 in the first half of 2025, mainly due to higher salary and welfare costs.
General and Administrative Expenses
General and administrative expenses increased significantly by $2.89 million, or 443.4%, from $653,000 in the first half of 2024 to $3.55 million in the first half of 2025. This substantial increase was primarily due to expenses associated with being a newly public company, including increased professional fees, insurance, and compliance-related costs following the Company’s initial public offering in April 2025.
Research and Development Expenses
Research and development expenses increased by $2.34 million, or 158.4%, from $1.48 million in the first half of 2024 to $3.82 million in the first half of 2025. The increase was mainly due to higher spending on third-party R&D services and accelerated innovation in the Company’s industrial robotics line.
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Net (Loss) Income
As a result of the foregoing, the Company reported a net loss of $0.69 million for the six months ended September 30, 2025, compared to net income of $1.25 million for the six months ended September 30, 2024. The turnaround into loss was primarily attributable to a significant increase in operating expenses, particularly general and administrative expenses (up 443.4%) and research and development expenses (up 158.4%), following the Company’s initial public offering in April 2025 and accelerated investment in R&D activities.
Recent Developments
As of September 30, 2025, Lianhe Sowell newly received certain sales deposit for the software service, which led to the significant increase of contract liabilities of $3.32 million. In addition, Lianhe Sowell also prepaid purchase deposits to the suppliers mainly for the electronic products sales, which led to the significant increase of prepayments, deposits and other receivables, net of $2.47 million. As of September 30, 2025, Lianhe Sowell also further prepaid the service fees for research and development projects and other service projects amounted to $4.36 million.
Forward-Looking Statement
This document contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” “plan” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and other risk factors discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this document. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
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LIANHE SOWELL INTERNATIONAL GROUP LTDCONSOLIDATED BALANCE SHEETSAS OF SEPTEMBER 30, 2025 AND MARCH 31, 2025
(Stated in US Dollars)
| As<br> of<br><br> September 30, | As<br> of<br><br> March 31, | ||||
|---|---|---|---|---|---|
| 2025 | 2025 | ||||
| (Unaudited) | (Audited) | ||||
| ASSETS | |||||
| Current<br> assets: | |||||
| Cash<br> and cash equivalents | $ | 90,608 | $ | 108,745 | |
| Accounts<br> receivable, net | 18,144,107 | 19,144,103 | |||
| Prepayments,<br> deposits and other receivables, net | 7,172,492 | 3,321,253 | |||
| Amount<br> due from related parties, net | 247,228 | 69,514 | |||
| Amount<br> due from shareholders | 1,443,748 | 413,350 | |||
| Total<br> current assets | 27,098,183 | 23,056,965 | |||
| Non-current<br> assets: | |||||
| Property<br> and equipment, net | 137,180 | 67,083 | |||
| Intangible<br> assets, net | 43,828 | 42,321 | |||
| Operating<br> lease right-of-use asset, net | 815,110 | 120,918 | |||
| Prepayments | 10,394,231 | 6,035,922 | |||
| Deferred<br> initial public offering (“IPO”) costs | — | 921,217 | |||
| Deferred<br> tax assets | 738,359 | 484,704 | |||
| Total<br> non-current assets | 12,128,708 | 7,672,165 | |||
| TOTAL<br> ASSETS | $ | 39,226,891 | $ | 30,729,130 | |
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY | |||||
| Current<br> liabilities: | |||||
| Short-term<br> bank loans | $ | 2,475,041 | $ | 1,996,775 | |
| Current<br> portion of long-term bank loans | 24,080 | 47,247 | |||
| Short-term<br> other borrowings | — | 55,121 | |||
| Accounts<br> payable | 10,555,240 | 11,782,429 | |||
| Accrued<br> expenses and other payables | 3,456,985 | 2,863,896 | |||
| Income<br> tax payable | 558,834 | 631,419 | |||
| Contract<br> liabilities | 3,817,472 | 500,246 | |||
| Operating<br> lease liability – current | 421,350 | 123,645 | |||
| Warranty<br> provision | 166 | 1,311 | |||
| Amount<br> due to related parties | 8,845 | 19,928 | |||
| Amount<br> due to shareholders | 164,362 | 628,076 | |||
| Total<br> current liabilities | 21,482,375 | 18,650,093 | |||
| Non-current<br> liabilities: | |||||
| Operating<br> lease liability – non-current | 363,388 | — | |||
| Non-current<br> portion of long-term bank loans | 48,072 | 287,872 | |||
| Long-term<br> other borrowing | — | 137,804 | |||
| Total<br> non-current liabilities | 411,460 | 425,676 | |||
| TOTAL<br> LIABILITIES | $ | 21,893,835 | $ | 19,075,769 | |
| SHAREHOLDERS’<br> EQUITY | |||||
| Ordinary<br> shares, par value $0.0001; 500,000,000 shares authorized, 50,000,000 shares issued and outstanding as of September 30, 2025 and March 31,<br> 2025, respectively | $ | 5,200 | $ | 5,000 | |
| Additional<br> paid-in capital | 10,515,294 | 4,374,056 | |||
| Statutory<br> reserve | 297,656 | 297,656 | |||
| Retained<br> earnings | 6,261,268 | 6,994,445 | |||
| Accumulated<br> other comprehensive loss | 149,239 | (75,549 | ) | ||
| Equity<br> attributable to the shareholders of the Company | 17,228,657 | 11,595,608 | |||
| Non-controlling<br> interests | 104,399 | 57,753 | |||
| Total<br> shareholders’ equity | 17,333,056 | 11,653,361 | |||
| TOTAL<br> LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 39,226,891 | $ | 30,729,130 |
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LIANHE SOWELL INTERNATIONAL GROUP LTDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOMEFOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024
(Stated in US Dollars)
| For the Six Months Ended<br><br> September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| (Unaudited) | (Unaudited) | |||||
| Revenue from third parties | $ | 26,538,675 | $ | 16,918,107 | ||
| Revenue from a related party | — | — | ||||
| REVENUES | $ | 26,538,675 | $ | 16,918,107 | ||
| COST OF REVENUES | (19,834,974 | ) | (13,327,901 | ) | ||
| GROSS PROFIT | 6,703,701 | 3,590,206 | ||||
| OPERATING EXPENSES | ||||||
| Selling expenses | (318,863 | ) | (292,399 | ) | ||
| General and administrative expenses | (3,547,600 | ) | (652,843 | ) | ||
| Research and development expenses | (3,817,635 | ) | (1,477,688 | ) | ||
| Total operating expenses | (7,684,098 | ) | (2,422,930 | ) | ||
| OPERATING (LOSS) INCOME | (980,397 | ) | 1,167,276 | |||
| OTHER INCOME (EXPENSE), NET | ||||||
| Interest income | 240 | 144 | ||||
| Interest expense | (53,967 | ) | (50,388 | ) | ||
| Other income | 69,307 | 110,569 | ||||
| Other expense | (44,141 | ) | (4,092 | ) | ||
| Total other (expense) income, net | (28,561 | ) | 56,233 | |||
| (LOSS) INCOME BEFORE INCOME TAXES | (1,008,958 | ) | 1,223,509 | |||
| Benefit from (provision for) income taxes | 322,427 | 21,583 | ) | |||
| NET (LOSS) INCOME | (686,531 | ) | 1,245,092 | |||
| Less: net income (loss) attributable to non-controlling interests | 46,646 | (2,708 | ) | |||
| Net (loss) income attributable to shareholders of the Company | (733,177 | ) | 1,247,800 | |||
| Other comprehensive income (loss) | ||||||
| Foreign currency translation adjustment | 224,788 | (69,001 | ) | |||
| Total comprehensive (loss) income | (461,743 | ) | 1,176,091 | |||
| Less: comprehensive income (loss) attributable to non-controlling interests | 46,646 | (2,708 | ) | |||
| Comprehensive (loss) income | $ | (508,389 | ) | $ | 1,178,799 | |
| (Loss) earning per share – basic and diluted | $ | (0.01 | ) | $ | 0.02 | |
| Basic and diluted weighted average shares outstanding | 51,967,033 | 50,000,000 |
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