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 2026
CommissionFile Number: 001-42418
MingShing Group Holdings Limited
(Registrant’sName)
OfficeUnit B8, 27/F
NCBInnovation Centre
No.888 Lai Chi Kok Road
Kowloon,Hong 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 20, 2026, announcing Ming Shing Group Holdings Limited’s (the “Company”) unaudited financial and operating results for the six months ended September 30, 2025; attached hereto as Exhibit 99.2 are the unaudited condensed consolidated financial statements of the Company as of September 30, 2025 and for the six months ended September 30, 2025 and 2024; and attached hereto as Exhibit 99.3 is the management’s discussion and analysis of financial condition and results of operations of the Company.
EXHIBITINDEX
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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 20, 2026 | By: | /s/ Wenjin Li |
| Name: | Wenjin<br> Li | |
| Title: | Chairman<br> of the Board and Chief Executive Officer |
| 3 |
| --- |
Exhibit99.1
MingShing Group Holdings Limited Announces Unaudited Financial Results For The Six Months Ended September 30, 2025
Hong Kong, March 20, 2026 (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, 2025.
FirstHalf of 2025 Financial and Operating Highlights
| ● | Total<br> revenue decreased by 51.6% from US$17,408,116 to US$8,431,393 |
|---|---|
| ● | Gross<br> profit decreased by 215.5% from gross profit of US$2,398,855 to gross loss of US$2,769,960 |
| ● | Net<br> income and total comprehensive income decreased by 466.1% from net income of US$984,549 to net loss of US$3,604,539 |
Mr. Wenjin Li, 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, 2025 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.”
FINANCIALRESULTS
Revenue
Revenue decreased by 51.6% from US$17,408,116 for the six months ended September 30, 2024 to US$8,431,393 for the six months ended September 30, 2025. The decrease was primarily due to most of the contract works were completed for the year ended March 31, 2025.
Costof revenue
Cost of revenue decreased by 25.4% from US$15,009,261 for the six months ended September 30, 2024 to US$11,201,353 for the six months ended September 30, 2025. The decrease was generally in line with the decrease in revenue.
Grossprofit and gross profit margin
The gross loss was US$2,769,960 for the six months ended September 30, 2025, as compared to the gross profit of US$2,398,855 for the six ended September, 2024, a decrease of US$5,168,815, or 215.5%.
The decrease in gross profit was mainly attributable to (a) additional work has been necessitated with variation orders for certain projects, but the amounts of these variation orders are still under negotiation with the relevant customer; and (b) unexpected delays in site instructions have led to cost overruns during the six months ended September 30, 2025 and additional work being required to meet project specifications.
Net(loss) income and total comprehensive (expense) income
Net income and total comprehensive income decreased by 466.1% from US$984,549 for the six months ended September 30, 2024 to net loss and total comprehensive expense of US$3,604,538 for the six months ended September 30, 2025. The decrease was mainly due to the gross loss suffered.
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
Exhibit99.2
MingShing Group Holdings Limited and its subsidiaries
UnauditedInterim Condensed Consolidated Balance Sheets
| March 31, | |||
|---|---|---|---|
| 2025 | |||
| US | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | |||
| Accounts receivable, net | |||
| Contract assets | |||
| 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 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 and other borrowings | |||
| Finance lease liabilities | |||
| Total non-current liabilities | |||
| Total liabilities | |||
| Shareholders’ equity | |||
| Ordinary shares, 100,000,000 shares authorized; 0.0005 par value, 12,975,000 and 12,975,000 shares issued and outstanding, as of September 30, 2025 and March 31, 2025, respectively | |||
| Additional paid in capital | |||
| Retained earnings | ) | ) | |
| Total shareholders’ equity | ) | ||
| Total liabilities and shareholders’ equity |
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 September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| US | US | |||
| (unaudited) | (unaudited) | |||
| Revenue | ||||
| Cost of revenue | ) | ) | ||
| Gross (loss) profit | ) | |||
| Operating expenses | ||||
| General and administrative expenses | ) | ) | ||
| Total operating expenses | ) | ) | ||
| (Loss) Income from operations | ) | |||
| Other (expense) income | ||||
| Interest expense, net | ) | ) | ||
| Other income | ||||
| Total other (expense) income, net | ) | ) | ||
| (Loss) Income before tax expense | ) | |||
| Income tax benefit (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, 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.
| Ordinary Shares | Additional | Total | ||||||
|---|---|---|---|---|---|---|---|---|
| Number of shares | Amount | paid in capital | Accumulated losses | Shareholders’ Equity | ||||
| US | US | US | US | |||||
| Balance as of April 1, 2025 | 11,250,000 | ) | ||||||
| Net loss for the period (unaudited) | - | ) | ) | |||||
| Balance as of September 30, 2025 (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 September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| US | US | |||
| (unaudited) | (unaudited) | |||
| Operating activities: | ||||
| Net (loss) income | ) | |||
| Adjustments: | ||||
| Depreciation on equipment | ||||
| Amortization of right-of-use assets – finance lease | ||||
| Changes on cash value of life insurance policy | ) | |||
| Expected credit loss allowance | ) | |||
| Deferred Income taxes provision (benefits) | ) | |||
| 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 | ||||
| Financing activities: | ||||
| Proceeds from new bank and other borrowings | ||||
| Repayment of bank and other 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. It is a holding company with no business operation.
The Company conducts its primary operations, which are provision of wet trades works, through its indirectly wholly owned subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, which are incorporated and domiciled in Hong Kong SAR. They are wholly owned subsidiary of MS (HK) Construction Engineering Limited which was incorporated and is domiciled in British Virgin Islands.
Summaryof Results of Operations
FinancialResults For The Six Months Ended September 30, 2025
UnauditedInterim Condensed Consolidated Statements of Operations and Comprehensive Income
| For the six months ended September 30, | Changes | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Amount | % | ||||||
| (Unaudited) | (Unaudited) | ||||||||
| US | US | US | |||||||
| Revenue | ) | (51.6 | )% | ||||||
| Cost of revenue | ) | ) | (25.4 | )% | |||||
| Gross (loss) profit | ) | ) | (215.5 | )% | |||||
| Operating expenses | |||||||||
| General and administrative expenses | ) | ) | (2.1 | )% | |||||
| Total operating expenses | ) | ) | (2.1 | )% | |||||
| (Loss) Income from operations | ) | ) | (366.9 | )% | |||||
| Other income (expense) | |||||||||
| Interest expense, net | ) | ) | (20.6 | )% | |||||
| Other income | 3,604.3 | % | |||||||
| Total other (expense) income, net | ) | ) | (27.2 | )% | |||||
| (Loss) Income before tax expense | ) | ) | (430.5 | )% | |||||
| Income tax benefit (expense) | ) | (252.8 | )% | ||||||
| Net (loss) income and total comprehensive (expense) income | ) | ) | (466.1 | )% |
All values are in US Dollars.
Revenue
Revenue decreased by 51.6% from US$17,408,116 for the six months ended September 30, 2024 to US$8,431,393 for the six months ended September 30, 2025. The decrease was primarily due to most of the contract works were completed for the year ended March 31, 2025.
Costof revenue
Cost of revenue decreased by 25.4% from US$15,009,261 for the six months ended September 30, 2024 to US$11,201,353 for the six months ended September 30, 2025. The decrease was generally in line with the decrease in revenue.
Grossprofit and gross profit margin
The gross loss was US$2,769,960 for the six months ended September 30, 2025, as compared to the gross profit of US$2,398,855 for the six ended September, 2024, a decrease of US$5,168,815, or 215.5%.
The decrease in gross profit was mainly attributable to (a) additional work has been necessitated with variation orders for certain projects, but the amounts of these variation orders are still under negotiation with the relevant customer; and (b) unexpected delays in site instructions have led to cost overruns during the six months ended September 30, 2025 and additional work being required to meet project specifications.
Generaland administrative expenses
General and administrative expenses decreased by 2.1% from US$995,737 for the six months ended September 30, 2024 to US$975,020 for the six months ended September 30, 2025. The decrease was mainly due to decrease in staff costs.
Otherincome (expense)
Other income (expense) decreased by 27.2% from US$221,211 for the six months ended September 30, 2024 to US$161,111 for the six months ended September 30, 2025. The decrease was mainly due to decrease in interests of bank and other borrowings.
Incometax benefit (expense)
Income tax expense decreased by 252.8% from US$197,358 for the six months ended September 30, 2024 to income tax benefit of US$301,553 for the six months ended September 30, 2025. The decrease was mainly due to decrease in income before tax expense.
Net(loss) income and total comprehensive (expense) income
Net income and total comprehensive income decreased by 466.1% from US$984,549 for the six months ended September 30, 2024 to net loss and total comprehensive expense of US$3,604,538 for the six months ended September 30, 2025. The decrease was mainly due to the gross loss suffered.
UnauditedInterim Condensed Consolidated Balance Sheets
| March 31, | |||
|---|---|---|---|
| 2024 | |||
| US | |||
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | |||
| Accounts receivable, net | |||
| Contract assets | |||
| 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 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 and other borrowings | |||
| Finance lease liabilities | |||
| Total non-current liabilities | |||
| Total liabilities | |||
| Shareholders’ equity | |||
| Ordinary shares, 100,000,000 shares authorized; 0.0005 par value, 12,975,000 and 12,975,000 shares issued and outstanding, as of September 30, 2025 and March 31, 2025, respectively | |||
| 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$249,923 as of March 31, 2025 to US$590,918 as of September 30, 2025. The increase was mainly resulted from our business operations as well as the repayments and proceeds from bank and other borrowings.
Accountsreceivable, net
Accounts receivable, net decreased from USS$4,222,982 as of March 31, 2025 to US$1,878,096 as of September 30, 2025. The decrease 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$6,940,475 as of March 31, 2025 to US$3,834,580 as of September 30, 2025, the decrease was generally in line with the decrease in revenue.
Right-of-use(“ROU”) assets – finance lease
ROU assets decreased from US$147,967 as of March 31, 2025 to US$113,919 as of September 30, 2025. The decrease was mainly attributable to the amortization of the assets recognized during the six months ended September 30, 2025.
Accountspayable
Accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials. Account payable decreased from US$3,964,976 as of March 31, 2025 to US$2,654,302 as of September 30, 2025, 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.
Bankand other borrowings
Outstanding bank and other borrowings balance increased from US$7,626,918 as of March 31, 2025 to US$7,332,066 as of September 30, 2025. 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$114,495 as of March 31, 2025 to US$79,748 as of September 30, 2025. The decrease was mainly due to the repayment of finance lease liabilities during the six months ended September 30, 2025.
UnauditedInterim Condensed Consolidated Statements of Cash Flows
| For the six months ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| 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$670,596 for the six months ended September 30, 2025, compared to US$551,893 for the six months ended September 30, 2024. The increase was mainly due to the changes in accounts receivable and contract assets.
Net cash provided by financing activities was US$329,601 for the six months ended September 30, 2025, compared to US$374,867 for the six months ended September 30, 2024. The decrease was primarily due to the decrease in advances to related parties.