PHOE 20-F

Phoenix Asia Holdings Ltd (PHOE)

20-F 2026-08-14 For: 2026-03-31

View Original

Added on August 15, 2026

Title of each class to be so registered		Trading Symbol(s)		Name of each exchange on which each class is to be registered
Ordinary Shares, par value US$0.00001 per share		PHOE		Nasdaq Stock Market LLC

Large accelerated filer ☐		Non-accelerated filer ☒
Accelerated filer ☐		Emerging growth company ☒

CONVENTIONS WHICH APPLY TO THIS ANNUAL REPORT	ii
INTRODUCTION	iii
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	iv
PART I.	1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
ITEM 4. INFORMATION ON THE COMPANY	29
ITEM 4A. UNRESOLVED STAFF COMMENTS	40
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	40
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	53
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	61
ITEM 8. FINANCIAL INFORMATION	63
ITEM 9. THE OFFER AND LISTING	64
ITEM 10. ADDITIONAL INFORMATION	64
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	79
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	80
PART II.	81
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	81
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	81
ITEM 15. CONTROLS AND PROCEDURES	81
ITEM 16. [RESERVED]	82
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	82
ITEM 16B. CODE OF ETHICS	82
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	82
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	83
ITEM 16E. PURCHASER OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	83
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	83
ITEM 16G. CORPORATE GOVERNANCE	84
ITEM 16H. MINE SAFETY DISCLOSURE	84
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	84
ITEM 16J. INSIDER TRADING POLICIES	84
ITEM 16K. CYBERSECURITY	84
PART III.	85
ITEM 17. FINANCIAL STATEMENTS	85
ITEM 18. FINANCIAL STATEMENTS	85
ITEM 19. EXHIBITS	85

	●	“Amended Memorandum and Articles” refers to our amended and restated memorandum and articles of association in effective;
	●	“Annual Report” refers to this annual report on Form 20-F;
	●	“Audit Committee” refers to the audit committee of our Board of Directors;
	●	“Board” or “Board of Directors” refer to the board of Directors of our Company;
	●	“China” or the “PRC” refers to the People’s Republic of China, including Hong Kong and Macau. For reference to specific laws and regulations adopted by the PRC, the definition of “China” or the “PRC” refers to the People’s Republic of China, excluding Hong Kong and Macau. The legal and operational risks associated with operating in China also apply to our operations in Hong Kong;
	●	“Companies Act” refers to the Companies Act (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time;
	●	“Directors” refers to the directors of our Company;
	●	“Executive Officers” refers to the executive officers of our Company;
	●	“Government” refers to the government of Hong Kong;
	●	“Hong Kong” refers to Hong Kong Special Administrative Region, People’s Republic of China;
	●	“Nominating and Corporate Governance Committee” refers to the nominating and corporate governance committee of our Board of Directors
	●	“Offering” refers to the initial public offering of Phoenix Asia Holdings Limited;
	●	“Operating Subsidiary” refers to Winfield Engineering (Hong Kong) Limited;
	●	“Ordinary Shares” refers to Phoenix Asia Holdings Limited’s ordinary shares with par value of USD0.00001 each;
	●	“our Group” or “the Group” refers to Phoenix Asia Holdings Limited and its subsidiaries;
	●	“SEC” refers to the U.S. Securities and Exchange Commission;
	●	“we”, “us”, “our Company”, “our” or “the Company” refers to Phoenix Asia Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, and in the context of describing its operation and business, its subsidiaries;
	●	“H.K. dollar”, “H.K. dollars”, “Hong Kong dollar”, or “HKD” refers to the legal currency of Hong Kong;
	●	“U.S. dollar”, “U.S. dollars”, “dollars”, “USD”, “USD” or “$” refers to the legal currency of the United States.

	●	changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business;
	●	the risk that we may be unable to realize our anticipated growth strategies and expected internal growth;
	●	changes in the availability and cost of professional staff which we require to operate our business;
	●	changes in customers’ preferences and needs;
	●	changes in competitive conditions and our ability to compete under such conditions;
	●	changes in our future capital needs and the availability of financing and capital to fund such needs;
	●	changes in currency exchange rates or interest rates;
	●	projections of revenue, profits, earnings, capital structure and other financial items;
	●	changes in our plan to enter into certain new business sectors; and
	●	other factors beyond our control.

	●	an exemption from the rule that a majority of our board of directors must be independent directors;

	●	an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors; and

	●	an exemption from the rule that our director nominees must be selected or recommended solely by independent directors.

	●	actual or anticipated fluctuations in our revenue and other operating results;

	●	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

	●	actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our Company, or our failure to meet these estimates or the expectations of investors;

	●	announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

	●	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

	●	lawsuits threatened or filed against us; and

	●	other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

	●	is given by a foreign court of competent jurisdiction;

	●	imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

	●	is final;

	●	is not in respect of taxes, a fine or a penalty;

	●	was not obtained by fraud; and

	●	is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.

	●	Site formation works: clearance of construction site, demolition of existing structures and/or reduction and stabilization of existing slopes

	●	Ground investigation works: assessing ground condition by drilling and conducting tests

	●	Foundation works: excavation and lateral support works, pile caps construction, earth works, structural steelworks, underground drainage works and demolition works

	For the fiscal years ended March 31
	2026				2025				2024
	Revenue USD		% of Total Revenue		Revenue USD		% of Total Revenue		Revenue USD		% of Total Revenue
Public		2,269,996		31.5		6,114,652		83.0		4,625,386		80.4
Private		4,935,753		68.5		1,255,893		17.0		1,130,255		19.6
Total		7,205,749		100.0		7,370,545		100.0		5,755,641		100.0

Scope of work		The contracts normally set out the scope of services to be carried out by us and other project specifications or requirements, typically including, but not limited to, site formation, ground investigation and/or foundation works.

Duration		The contract usually specifies the commencement date and duration of the project implementation, typically ranging from 2 to 26 months, subject to extension granted by the customers where necessary.

Contract sum		Depending on our negotiations with customers, the contract may be based on a lump sum price per scope of services and/or based on the agreed unit rates and estimated quantities of work items.

Payment terms		In general, we submit monthly progress reports to our customers and our customers make progress payments to us on a monthly basis. To a lesser extent, we also provide advisory services and supervision services to our customers in our substructure projects and charge on a monthly basis.

Termination		In general, our customers may terminate our contracts if, among other things, we fail to execute the agreed scope of works, or if we cause undue delay to the overall progress of the project.

Defect liability period		Our contracts may include a defects liability period of 12 months following completion of works.

Location		Term of lease		Usage		Size
Workshop B14, 8/F, Block B Tonic Industrial Center, 19 Lam Hing Street Kowloon Bay, Hong Kong		July 1, 2025 to June 30, 2028		Office		1,019 sq. ft.

Functional Area	Number of Employees
Management		2
Project supervision		1
Quantity surveyors		1
Finance and administration		1
Site workers		27
Total		32

	As of March 31,
	2026			2025
	USD			USD
Contract revenues on uncompleted contracts at the beginning of the year		1,054,539			4,086,086
New contracts awarded during the year		985,137			301,165
Contract adjustment		12,644,445			4,037,833
Contracts revenue recognized for the year		(7,205,749	)		(7,370,545	)
Backlog at the end of the year		7,478,372			1,054539

	For the years ended March 31,						Changes
	2026			2025			Amount			%
	USD			USD			USD
Revenue		7,205,749			7,370,545			(164,796	)		(2.2	)%
Cost of revenue		(6,876,093	)		(5,194,697	)		(1,681,396	)		32.4	%
Gross profit		329,656			2,175,848			(1,846,192	)		(84.8	)%

Operating expenses
General and administrative expenses		(1,539,572	)		(878,189	)		(661,383	)		75.3	%
Total operating expenses		(1,539,572	)		(878,189	)		(661,383	)		75.3	%

(Loss) / income from operations		(1,209,916	)		1,297,659			(2,507,575	)		(193.2	)%
Other (expense) / income
Interest expense, net		(2,481	)		(733	)		(1,748	)		238.5	%
Other income		9,052			63			8,989			14,268.3	%
Other (expense) / income, net		6,571			(670			7,241			(1,080.7	)%

(Loss) / income before tax expense		(1,203,345	)		1,296,989			(2,500,334	)		(192.8	)%
Income tax expense		2,385			(270,671	)		273,056			(100.9	)%
Net (loss) / income and total comprehensive income		(1,200,960	)		1,026,318			(2,227,278	)		(217.0	)%

	For the years ended March 31,				Changes
	2026		2025		Amount			%
	USD		USD		USD
Revenue
Public		2,269,996		6,114,652		(3,844,656	)		(62.9	)%
Private		4,935,753		1,255,893		3,679,860			293.0	%
Total revenue		7,205,749		7,370,545		(164,796	)		(2.2	)%

	Payments due by period
Contractual obligations	Total		Less than 1 year		1 – 2 years		3 – 5 years		More than 5 years
	USD		USD		USD		USD		USD
Finance lease liabilities⁽¹⁾		15,334		6,134		6,134		3,066		-
Operating lease payments⁽²⁾		53,654		23,846		23,846		5,962		-
		68,988		29,980		29,980		9,028		-

(1)	As of March 31, 2026, our contractual obligation to repay outstanding finance leases totaled USD13,777.
(2)	We lease our office which is classified as operating lease in accordance with Topic 842. On June 16, 2025, we renewed the lease agreement for our office, with future lease payments totaled USD 71,538. As of March 31, 2026, our future lease payments totaled USD53,654.

Name	Age	Position
Chi Kin Kelvin, YEUNG	51	Chairman of the board and Chief Executive Officer
Hoi Ki, LEUNG	37	Chief Financial Officer
Yu, GAO	45	Director
Yafei, XIE	37	Director
Chi Hei, TSOI	38	Independent Director
Shing Yan, CHENG	51	Independent Director
Chun Ming Tommy, YIP	36	Independent Director
Yaqiao, XIE	37	Independent Director

	●	Exemption from the requirement that we disclose within four business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.

	●	Exemption from the requirement that our board of directors be composed of independent directors.

	●	Exemption from the requirement that our audit committee have a minimum of three members.

	●	Exemption from the requirement that we hold annual shareholders’ meetings.

	●	Exemption from the requirement that our board of directors have a remuneration committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

	●	Exemption from the requirement that director nominees are selected, or recommended for selection by our board of directors, either by (i) independent directors constituting a majority of our board of directors’ independent directors in a vote in which only independent directors participate, or (ii) a committee comprised solely of independent directors and governed by a formal written charter or board resolution, as applicable, addressing the nomination process as adopted.

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

	●	discussing the annual audited financial statements with management and the independent auditors;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

	●	reviewing and approving all proposed related-party transactions;

	●	meeting separately and periodically with management and the independent auditors; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

	●	reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

	●	reviewing periodically and approving any incentive compensation or equity plans, programs, or similar arrangements; and

	●	selecting compensation consultant, legal counsel, or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

	●	selecting and recommending to the board nominees for election by the shareholders or appointment by the board;

	●	reviewing annually with the board the current composition of the board in regard to characteristics such as independence, knowledge, skills, experience, and diversity;

	●	making recommendations on the frequency and structure of board meetings and monitoring the functioning of the committees of the board; and

	●	advising the board periodically in regard to significant developments in the law and practice of corporate governance, as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.

	●	convening shareholders’ annual and extraordinary general meetings and reporting its work to shareholders at such meetings;

	●	declaring dividends and distributions;

	●	appointing officers and determining the term of office of the officers;

	●	exercising the borrowing powers of our company and mortgaging the property of our company; and

	●	approving the transfer of shares (including Ordinary Shares) in our company, including the registration of such shares in our share register.

Functional Area	Number of Employees
Management		2
Project supervision		1
Quantity surveyors		1
Finance and administration		1
Site workers		27
Total		32

Name of Beneficial Owners⁽¹⁾	Ordinary Shares Beneficially Owned
	Number		%
Directors and Executive Officers:
Chi Kin Kelvin, Yeung⁽¹⁾		16,100,000		74.54
Hoi Ki, Leung		-		-
Yu, Gao		-		-
Yafei, Xie		-		-
Chi Hei, Tsoi		-		-
Shing Yan, Cheng		-		-
Chun Ming Tommy, Yip		-		-
Yaqiao Xie		-		-
All directors and executive officers as a group		16,100,000		74.54
5% or greater shareholders:
Phoenix Prosperity Investment Limited ⁽¹⁾		16,100,000		74.54

	●	to divide in specie among the shareholders the whole or any part of our assets and, for that purpose, to value any assets and to determine how the division shall be carried out as between the shareholders or different classes of shareholders; and

	●	to vest the whole or any part of the assets in trustees for the benefit of shareholders and those liable to contribute to the winding up.

	●	issue shares that are to be redeemed or liable to be redeemed, at our option or at the option of the shareholders holding those redeemable shares, on the terms and in the manner our directors determine before the issue of those shares;

	●	with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at our option on the terms and in the manner which the directors determine at the time of such variation; and

	●	purchase all or any of our own shares of any class including any redeemable shares on the terms and in the manner which the directors determine at the time of such purchase.

	●	where the ordinary shares are fully paid, by or on behalf of that shareholder; and

	●	where the ordinary shares are partly paid, by or on behalf of that shareholder and the transferee.

	●	the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;

	●	the instrument of transfer is in respect of only one class of shares;

	●	the instrument of transfer is properly stamped, if required;

	●	the share transferred is fully paid and free of any lien in favor of us;

	●	in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; and

	●	a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

	●	does not have to file an annual return of its shareholders with the Registrar of Companies;

	●	is not required to open its register of members for inspection;

	●	does not have to hold an annual general meeting;

	●	may not issue negotiable or bearer shares, but may issue shares with no par value;

	●	may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for 20 years in the first instance);

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as a limited duration company; and

	●	may register as a segregated portfolio company.

(i)	is prohibited by the law of the Cayman Islands from acting as a Director; or

(ii)	is made bankrupt or makes an arrangement or composition with his creditors generally; or

(iii)	resigns his office by notice to the Company ; or

(iv)	only held office as a Director for a fixed term and such term expires; or

(v)	in the opinion of a registered medical practitioner by whom he is being treated, becomes physically or mentally incapable of acting as a Director; or

(vi)	without special leave, is absent from meetings of the Board for six consecutive months, and the Board resolves that his office is vacated;

(vii)	is made subject to any law relating to mental health or incompetence, whether by court order or otherwise; or

(viii)	is removed from office (without prejudice to any claim for damages for breach of any agreement relating to the provision of the services of such Director) by the requisite majority of the Directors (not being less than two in number) or otherwise pursuant to the amended and restated memorandum and articles of association.