6-K
Ming Shing Group Holdings Ltd (MSW)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of March 2025
CommissionFile Number: 001-42418
MingShing Group Holdings Limited
(Registrant’sName)
8/F,Cheong Tai Factory Building16 Tai Yau StreetSan Po Kong, KowloonHong Kong
(Addressof 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
OtherInformation
Attached hereto as Exhibit 99.1 is a press release dated March 21, 2025, announcing Ming Shing Group Holdings Limited’s (the “Company”) unaudited financial and operating results for the six months ended September 30, 2024; attached hereto as Exhibit 99.2 are the unaudited condensed consolidated financial statements of the Company as of September 30, 2024 and for the six months ended September 30, 2024 and 2023; and attached hereto as Exhibit 99.3 is the management’s discussion and analysis of financial condition and results of operations of the Company.
EXHIBIT INDEX
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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.
| Ming Shing Group Holdings Limited | ||
|---|---|---|
| Date:<br> March 21, 2025 | By: | /s/ Chi Ming Lam |
| Name: | Chi<br> Ming Lam | |
| Title: | Chairman<br> of the Board and Chief Executive Officer |
| 3 |
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Exhibit99.1
MingShing Group Holdings Limited Announces Unaudited Financial Results For The Six Months Ended September 30, 2024
Hong Kong, March 21, 2025 (GLOBE NEWSWIRE) — Ming Shing Group Holdings Limited (“MSW” or the “Company”) (Nasdaq: MSW) is an exempted company with limited liability incorporated under the laws of the Cayman Islands with no material operations of its own. The Company, through its indirectly wholly-owned operating subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, is engaged in wet trades works services in Hong Kong. The Company today announced its unaudited financial results for the six months ended September 30, 2024.
First Half of 2024 Financial andOperating Highlights
| ● | Total<br> revenue increased by 31.8% from US$13,211,196 to US$17,408,116 |
|---|---|
| ● | Gross<br> profit increased by 23.7% from US$1,939,597 to US$2,398,855 |
| ● | Net<br> income and total comprehensive income decreased by 2.7% from US$1,011,897 to US$984,549 |
Mr. Chi Ming Lam, Chief Executive Officer of the Company, commented, “In our operating history of approximately ten years, we have focused on providing wet trades work services in the role of a subcontractor. We take pride in our portfolio in wet trades works. In the six months ended September 30, 2024 we continue to provide quality wet trades works to our customers and expand our business. Leveraging our established track record, our expertise in wet trades operations and our experienced management team, we believe we are well-positioned to capture the growth of the wet trades works market in Hong Kong and expand our business.”
“We are also proud to announce that the Company has listed its shares on the Nasdaq Capital Market on November 22, 2024 and the shares of the Company are now trading on the Nasdaq under ticker “MSW.” We believe the listing on Nasdaq is an important milestone for the Company. We will actively explore options for the Company to grow further and create value for our shareholders” concluded Mr. Lam.
FINANCIALRESULTS
Revenue
Revenue increased by 31.8% from US$13,211,196 for the six months ended September 30, 2023 to US$17,408,116 for the six months ended September 30, 2024. The increase was primarily due to the increase in number of projects awarded.
Costof revenue
Cost of revenue increased by 33.2% from US$11,271,599 for the six months ended September 30, 2023 to US$15,009,261 for the six months ended September 30, 2024. The increase was generally in line with the increase in revenue.
Grossprofit and gross profit margin
The gross profit increased by 23.7% from US$1,939,597 for the six months ended September 30, 2023 to US$2,398,855 for the six months ended September 30, 2024. The increase was due to the increase of revenue. The gross profit margin decreased by 0.9% from 14.7% for the six months ended September 30, 2023 to 13.8% for the six months ended September 30, 2024. The decrease was mainly due to the increase in direct costs incurred from additional subcontracting costs incurred to deal with changes to the on-site arrangements for certain construction projects and the delays in certain projects.
Netincome and total comprehensive income
Net income and total comprehensive income decreased by 2.7% from US$1,011,897 for the six months ended September 30, 2023 to US$984,549 for the six months ended September 30, 2024. The decrease was mainly due to increase in interests in interests of bank and other borrowings.
AboutMing Shing Group Holdings Limited
Ming Shing Group Holdings Limited is a Hong Kong-based company mainly engaged in wet trades works, such as plastering works, tile laying works, brick laying works, floor screeding works and marble works. With a mission to become the leading wet trades works services provider in Hong Kong and the United States, the Company strives to provide quality services that comply with its customers’ quality standards, requirements, and specifications. The Company conducts its business through its two wholly-owned Hong Kong operating subsidiaries, MS (HK) Engineering Limited and MS Engineering Co. Limited. MS (HK) Engineering Limited is a registered subcontractor and a registered specialist trade contractor under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council and undertakes both private and public sector projects, while MS Engineering Co., Limited mainly focuses on private sector projects. For more information, please visit the Company’s website: https://ir.ms100.com.hk.
Forward-LookingStatements
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.
For more information, please contact:
MingShing Group Holdings Limited
Investor Relations Department
Email: ir@ms100.com.hk
Exhibit 99.2
MingShing Group Holdings Limited and its subsidiaries
UnauditedInterim Condensed Consolidated Balance Sheets
| March 31, | |||
|---|---|---|---|
| 2024 | |||
| US | US | ||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 1,257,540 | 1,080,514 | |
| Accounts receivable, net | 1,755,696 | 1,643,568 | |
| Contract assets | 6,207,838 | 6,098,497 | |
| Due from a related party | - | - | |
| Deposits, prepayments and other current assets | 58,966 | 20,925 | |
| Total current assets | 9,280,040 | 8,843,504 | |
| Non-current assets | |||
| Property and equipment, net | 1,181,558 | 1,223,100 | |
| Right-of-use assets – finance lease | 186,347 | 216,065 | |
| Life insurance policy, cash surrender value | 165,744 | 160,891 | |
| Contract assets | 495,195 | 740,600 | |
| Deferred costs | 1,022,286 | 704,568 | |
| Deferred tax assets | 58,100 | 150 | |
| Total non-current assets | 3,109,230 | 3,045,374 | |
| Total assets | 12,389,270 | 11,888,878 | |
| Current liabilities | |||
| Accounts payable | 2,841,878 | 3,166,177 | |
| Bank and other borrowings | 5,047,454 | 3,818,453 | |
| Finance lease liabilities | 68,811 | 67,372 | |
| Accrued expenses and other current liabilities | 10,000 | 136,791 | |
| Income tax payable | 577,631 | 552,670 | |
| Total current liabilities | 8,545,774 | 7,741,463 | |
| Non-current liabilities | |||
| Bank borrowings | 2,889,630 | 3,033,780 | |
| Finance lease liabilities | 79,747 | 114,495 | |
| Deferred tax liabilities | - | 878 | |
| Total non-current liabilities | 2,969,377 | 3,149,153 | |
| Total liabilities | 11,515,151 | 10,890,616 | |
| Shareholders’ equity | |||
| Ordinary shares, 100,000,000 shares authorized; 0.0005 par value, 11,250,000 and 11,250,000 shares issued and outstanding, as of September 30, 2024 and March 31, 2024, respectively | 5,625 | 5,625 | |
| Subscription receivable | (5,625 | (5,625 | |
| Additional paid in capital | 1,282 | 1,282 | |
| Retained earnings | 872,837 | 996,980 | |
| Total shareholders’ equity | 874,119 | 998,262 | |
| Total liabilities and shareholders’ equity | 12,389,270 | 11,888,878 |
All values are in US Dollars.
MingShing Group Holdings Limited and its subsidiaries
UnauditedInterim Condensed Consolidated Statements of Operations and Comprehensive Income
| For the six months ended<br> September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| US | US | |||
| (unaudited) | (unaudited) | |||
| Revenue | ||||
| Cost of revenue | ) | ) | ||
| Gross profit | ||||
| Operating expenses | ||||
| General and administrative expenses | ) | ) | ||
| Total operating expenses | ) | ) | ||
| Income from operations | ||||
| Other (expense) income | ||||
| Interest expense, net | ) | ) | ||
| Other income | ||||
| Total other (expense) income, net | ) | ) | ||
| Income before tax expense | ||||
| Income tax expense | ) | ) | ||
| Net income and total comprehensive income | ||||
| Net income per share attributable to ordinary shareholders | ||||
| Basic and diluted | ||||
| Weighted average number of ordinary shares used in computing net income per share | ||||
| Basic and diluted |
All values are in US Dollars.
MingShing Group Holdings Limited and its subsidiaries
UnauditedInterim Condensed Consolidated Statements of Changes in Shareholders’ Equity
| Ordinary Shares | Additional | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Subscription receivable | paid in capital | Retained Earnings | Shareholders’ Equity | |||||
| US | US | US | US | US | ||||||
| Balance as of April 1, 2023 | 11,250,000 | ) | ||||||||
| Net profit for the period (unaudited) | - | |||||||||
| Dividend declared (unaudited) | - | ) | ) | |||||||
| Balance as of September 30, 2023 (unaudited) | 11,250,000 | ) |
All values are in US Dollars.
| Ordinary Shares | Additional | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | Subscription receivable | paid in capital | Retained Earnings | Shareholders’ Equity | |||||
| US | US | US | US | US | ||||||
| Balance as of April 1, 2024 | 11,250,000 | ) | ||||||||
| Net profit for the period (unaudited) | - | |||||||||
| Dividend declared (unaudited) | - | ) | ) | |||||||
| Balance as of September 30, 2024 (unaudited) | 11,250,000 | ) |
All values are in US Dollars.
MingShing Group Holdings Limited and its subsidiaries
UnauditedInterim Condensed Consolidated Statements of Cash Flows
| For the six months ended<br> September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| US | US | |||
| (unaudited) | (unaudited) | |||
| Operating activities: | ||||
| Net income | ||||
| Adjustments: | ||||
| Depreciation on equipment | ||||
| Amortization of right-of-use assets – finance lease | ||||
| Gain on disposals of right-of-use assets – finance lease | ) | |||
| Changes on cash value of life insurance policy | ) | ) | ||
| Expected credit loss allowance | ||||
| Deferred Income taxes (benefits) provision | ) | |||
| Change in working capital items: | ||||
| Change in accounts receivable | ) | ) | ||
| Change in contract assets | ) | |||
| Change in deposits, prepayments and other current assets | ) | |||
| Change in accounts payable | ) | ) | ||
| Change in income tax payable | ||||
| Change in accrued expenses and other current liabilities | ) | ) | ||
| Cash provided by operating activities | ||||
| Investing activities: | ||||
| Purchase of equipment | ) | |||
| Deposit paid for acquisition of a property | ) | |||
| Sales proceeds from disposals of leased equipment | ||||
| Cash used in investing activities | ) | |||
| Financing activities: | ||||
| Proceeds from new bank borrowings | ||||
| Repayment of bank borrowings | ) | ) | ||
| Principal payments for finance lease liabilities | ) | ) | ||
| Advances to related parties | ) | ) | ||
| Payment of deferred IPO costs | ) | ) | ||
| Cash used in financing activities | ) | ) | ||
| Net change in cash and cash equivalents | ||||
| Cash and cash equivalents as of beginning of the period | ||||
| Cash and cash equivalents as of the end of the period |
All values are in US Dollars.
Exhibit99.3
Management’sDiscussion and Analysis of Financial Condition and Results of Operations
Overview
We are an exempted company with limited liability incorporated under the laws of the Cayman Islands on August 2, 2022, as a holding company of our business, which is primarily operated through our indirectly wholly-owned Hong Kong Operating Subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited (the “Operating Subsidiaries”). Ming Shing Group Holdings Limited (the “Company”) is not a Hong Kong operating company but a Cayman Islands holding company with operations conducted by our Operating Subsidiaries in Hong Kong. We mainly engage in wet trades works, such as plastering works, tile laying works, brick laying works, floor screeding works, and marble works. To a much lesser extent, we also provide small-scale fitting out services, such as renovation works to our customers.
MS (HK) Engineering Limited and MS Engineering Co., Limited were founded in 2012 and 2019, respectively. In our operating history of approximately ten years, we have focused on providing wet trades works services in the role of subcontractor, and built up our expertise and track record in wet trades work. We have focused on the role of project management and supervision in carrying out our projects, and we have engaged subcontractors to perform substantial parts of the site works under our supervision. Typically, our major responsibilities in a project include (i) arranging site preparatory and preliminary works; (ii) engaging and supervising our subcontractors; (iii) monitoring the implementation of site works; (iv) conducting site safety supervision and quality control; and (v) developing a detailed work schedule and work allocation plan.
We, through our Operating Subsidiaries, are mainly engaged in private sector projects in Hong Kong. Thus far, our private sector projects have mainly involved private residential developments and commercial developments. The project owners of our private sector projects have generally been property developers, and our customers have generally been main contractors and wet trades works subcontractors engaged under such projects. To a lesser extent thus far, we have also been engaged in public sector projects in Hong Kong. Our public sector projects have mainly involved public residential developments as well as infrastructure and public facilities developments. The customers of our public sector projects have generally been main contractors engaged by Government departments and statutory bodies.
RecentDevelopments
InitialPublic Offering
The shares of the Company began trading on the Nasdaq Capital Market on November 22, 2024, under the ticker symbol “MSW”. The Company consummated its initial public offering of 1,500,000 ordinary shares and issued and sold an additional 225,000 ordinary shares pursuant to the over-allotment option. As a result, the Company has raised aggregate gross proceeds of US$9,487,500 in the initial public offering, including the exercise of the over-allotment option, prior to deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
Summaryof Results of Operations
FinancialResults For The Six Months Ended September 30, 2024
UnauditedInterim Condensed Consolidated Statements of Operations and Comprehensive Income
| For the six months ended September 30, | Changes | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | Amount | % | ||||||
| (Unaudited) | (Unaudited) | ||||||||
| US | US | US | |||||||
| Revenue | 31.8 | % | |||||||
| Cost of revenue | ) | ) | ) | 33.2 | % | ||||
| Gross profit | 23.7 | % | |||||||
| Operating expenses | |||||||||
| General and administrative expenses | ) | ) | ) | 78.9 | % | ||||
| Total operating expenses | ) | ) | ) | 78.9 | % | ||||
| Income from operations | 1.5 | % | |||||||
| Other income (expense) | |||||||||
| Interest expense, net | ) | ) | ) | 65.5 | % | ||||
| Other income | ) | (95.6 | )% | ||||||
| Total other (expense) income, net | ) | ) | ) | 77.1 | % | ||||
| Income before tax expense | ) | (6.1 | )% | ||||||
| Income tax expense | ) | ) | (19.9 | )% | |||||
| Net income and total comprehensive income | ) | (2.7 | )% |
All values are in US Dollars.
Revenue
Revenue increased by 31.8% from US$13,211,196 for the six months ended September 30, 2023 to US$17,408,116 for the six months ended September 30, 2024. The increase was primarily due to the increase in number of projects awarded.
Costof revenue
Cost of revenue increased by 33.2% from US$11,271,599 for the six months ended September 30, 2023 to US$15,009,261 for the six months ended September 30, 2024. The increase was generally in line with the increase in revenue.
Grossprofit and gross profit margin
The gross profit increased by 23.7% from US$1,939,597 for the six months ended September 30, 2023 to US$2,398,855 for the six months ended September 30, 2024. The increase was due to the increase of revenue. The gross profit margin decreased by 0.9% from 14.7% for the six months ended September 30, 2023 to 13.8% for the six months ended September 30, 2024. The decrease was mainly due to the increase in direct costs incurred from additional subcontracting costs incurred to deal with changes to the on-site arrangements for certain construction projects and the delays in certain projects.
Generaland administrative expenses
General and administrative expenses increased by 78.9% from US$556,546 for the six months ended September 30, 2023 to US$995,737 for the six months ended September 30, 2024. The increase was mainly due to increase in staff costs and listing expenses.
Otherincome (expense)
Other income (expense) increased by 77.1% from US$124,878 for the six months ended September 30, 2023 to US$221,211 for the six months ended September 30, 2024. The increase was mainly due to increase in interests of bank and other borrowings.
Incometax expense
Income tax expense decreased by 19.9% from US$246,276 for the six months ended September 30, 2023 to US$197,358 for the six months ended September 30, 2024. The decrease was mainly due to decrease in income before tax expense.
Netincome and total comprehensive income
Net income and total comprehensive income decreased by 2.7% from US$1,011,897 for the six months ended September 30, 2023 to US$984,549 for the six months ended September 30, 2024. The decrease was mainly due to increase in interests in interests of bank and other borrowings.
UnauditedInterim Condensed Consolidated Balance Sheets
| March 31, | |||
|---|---|---|---|
| 2024 | |||
| US | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | |||
| Accounts receivable, net | |||
| Contract assets | |||
| Due from a related party | |||
| Deposits, prepayments and other current assets | |||
| Total current assets | |||
| Non-current assets | |||
| Property and equipment, net | |||
| Right-of-use assets – finance lease | |||
| Life insurance policy, cash surrender value | |||
| Contract assets | |||
| Deferred costs | |||
| Deferred tax assets | |||
| Total non-current assets | |||
| Total assets | |||
| Current liabilities | |||
| Accounts payable | |||
| Bank and other borrowings | |||
| Finance lease liabilities | |||
| Accrued expenses and other current liabilities | |||
| Income tax payable | |||
| Total current liabilities | |||
| Non-current liabilities | |||
| Bank borrowings | |||
| Finance lease liabilities | |||
| Deferred tax liabilities | |||
| Total non-current liabilities | |||
| Total liabilities | |||
| Shareholders’ equity | |||
| Ordinary shares, 100,000,000 shares authorized; 0.0005 par value, 11,250,000 and 11,250,000 shares issued and outstanding, as of September 30, 2024 and March 31, 2024, respectively | |||
| Subscription receivable | ) | ) | |
| Additional paid in capital | |||
| Retained earnings | |||
| Total shareholders’ equity | |||
| Total liabilities and shareholders’ equity |
All values are in US Dollars.
Cashand cash equivalents
Cash and cash equivalents increased from US$1,080,514 as of March 31, 2024 to US$1,257,540 as of September 30, 2024. The increase was mainly resulted from our business operations as well as the repayments and proceeds from bank borrowings.
Accountsreceivable, net
Accounts receivable, net increased from USS$1,643,568 as of March 31, 2024 to US$1,755,696 as of September 30, 2024. The increase was mainly due to the different credit periods granted by us to different customers and the fluctuation of the amounts we received from different customers as of the respective reporting dates.
Contractassets
Contract assets changed from US$6,839,097 as of March 31, 2024 to US$6,703,033 as of September 30, 2024, which remained relatively stable.
Duefrom a related party
Due from a related party was nil and nil as of March 31, 2024 and September 30, 2024, respectively.
Deferredcosts
Deferred costs, which mainly represented deferred initial public costs, mainly include professional fees paid in relation to our listing activities. As of September 30, 2024 and March 31, 2024, the balance was US$1,022,286 and US$704,568, respectively.
Right-of-use(“ROU”) assets – finance lease
ROU assets decreased from US$216,065 as of March 31, 2024 to US$186,347 as of September 30, 2024. The decrease was mainly attributable to the amortization of the assets recognized and disposal of ROU assets during the six months ended September 30, 2024.
Accountspayable
Accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials. Account payable decreased from US$3,166,177 as of March 31, 2023 to US$2,841,878 as of September 30, 2024, primarily due to the different credit periods granted by the suppliers to us and the fluctuation of the amounts we paid to different suppliers as of the respective reporting dates.
Bankborrowings
Outstanding bank borrowings balance increased from US$6,852,233 as of March 31, 2024 to US$7,937,084 as of September 30, 2024. Such increase was mainly due to the business funding needs in respect of the expansion of our business scale.
Financelease liabilities
Finance lease liabilities decreased from US$181,867 as of March 31, 2024 to US$148,558 as of September 30, 2024. The decrease was mainly due to the repayment of finance lease liabilities during the six months ended September 30, 2024.
UnauditedInterim Condensed Consolidated Statements of Cash Flows
| For the six months ended September 30, | ||||
|---|---|---|---|---|
| 2024 | 2023 | |||
| US | US | |||
| (unaudited) | (unaudited) | |||
| Cash provided by operating activities | ||||
| Cash used in investing activities | ) | |||
| Cash used in financing activities | ) | ) | ||
| Net change in cash and cash equivalents | ||||
| Cash and cash equivalents as of beginning of the period | ||||
| Cash and cash equivalents as of the end of the period |
All values are in US Dollars.
CashFlows
Net cash provided by operating activities was US$551,893 for the six months ended September 30, 2024, compared to US$1,475,511 for the six months ended September 30, 2023. The decrease was mainly due to the changes in accounts receivable and contract assets.
Net cash used in investing activities was nil for the six months ended September 30, 2024, compared to US$182,441 for the six months ended September 30, 2023. The decrease was mainly due to the decrease in acquisitions of property and equipment.
Net cash provided by financing activities was US$374,867 for the six months ended September 30, 2024, compared to US$1,199,152 for the six months ended September 30, 2023. The increase was primarily due to the decrease in bank and other borrowing borrowings granted.