Phoenix Asia Holdings Ltd 6-K, filed Mar 31, 2026
Phoenix Asia Holdings Ltd (PHOE)
About this 6-K
Phoenix Asia Holdings Ltd filed this 6-K on March 31, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2026
Commission File Number:
(Registrant’s Name)
(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 ☐
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): ☐
Other Information
Attached hereto as Exhibit 99.1 is a press release dated March 31, 2026, announcing Phoenix Asia 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.
EXHIBIT INDEX
| 2 |
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.
| Phoenix Asia Holdings Limited | ||
| Date: March 31, 2026 | By: | /s/ Chi Kin Kelvin Yeung |
| Name: | Chi Kin Kelvin Yeung | |
| Title: | Chairman of the Board and Chief Executive Officer | |
| 3 |
Exhibit 99.1
Phoenix Asia Holdings Limited Announces Unaudited Financial Results For The Six Months Ended September 30, 2025
Hong Kong, March 31, 2026 (GLOBE NEWSWIRE) — Phoenix Asia Holdings Limited (“PHOE” or the “Company”) (Nasdaq: PHOE) 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 subsidiary, Winfield Engineering (Hong Kong) Limited, is engaged in substructure works, such as site formation, ground investigation and foundation works in Hong Kong. The Company today announced its unaudited financial results for the six months ended September 30, 2025.
First Half of 2025 Financial and Operating Highlights
| ● | Total revenue decreased by 7.3% from US$3,789,610 to US$3,511,591 | |
| ● | Gross profit decreased by 31.4% from US$1,080,232 to US$741,443 | |
| ● | Net income and total comprehensive income decreased by 68.6% from US$631,441 to US$198,336 |
Mr. Chi Kin Kelvin Yeung , Chief Executive Officer of the Company, commented, “In our operating history of approximately 35 years, we have focused on providing substructure works. We take pride in our portfolio in substructure works. In the six months ended September 30, 2025 we continue to provide quality substructure works to our customers and expand our business. Leveraging our established track record, our expertise in substructure operations and our experienced management team, we believe we are well-positioned to capture the growth of the substructure works market in Hong Kong and expand our business.”
FINANCIAL RESULTS
Revenue
Revenue decreased by 7.3% from US$3,789,610 for the six months ended September 30, 2024 to US$3,511,591 for the six months ended September 30, 2025. The decrease was primarily due to certain projects were completed for the year ended March 31, 2025.
Cost of revenue
Cost of revenue increased by 2.2% from US$2,709,378 for the six months ended September 30, 2024 to US$2,770,148 for the six months ended September 30, 2025. The increase was mainly due to additional work has been necessitated with variation orders for certain projects.
Gross profit and gross profit margin
The gross profits was US$741,443 for the six months ended September 30, 2025, as compared to the gross profit of US$1,080,232 for the six ended September, 2024, a decrease of US$338,789, or 31.4%.
The decrease in gross profit was mainly attributable to 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.
Net income and total comprehensive income
Net income and total comprehensive income decreased by 68.6% from US$631,441 for the six months ended September 30, 2024 to US$198,336 for the six months ended September 30, 2025. The decrease was mainly due to the decrease in gross profit.
About Phoenix Asia Holdings Limited
Phoenix Asia Holdings Limited is a Hong Kong-based company mainly engaged in substructure works, such as site formation, ground investigation and foundation works, in Hong Kong. With a mission to become a premier substructure contractor in Hong Kong, the Company strives to deliver unparalleled customer satisfaction, the highest standards of work and safety, and exceptional craftsmanship and environmental performance. The Company conducts its business through its wholly-owned Hong Kong operating subsidiaries, Winfield Engineering (Hong Kong) Limited. For more information, please visit the Company’s website: https://ir.winfield.hk.
Forward-Looking Statements
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:
Phoenix Asia Holdings Limited
Investor Relations Department
Email: ir@winfield.hk/
Exhibit 99.2
Phoenix Asia Holdings Limited and its subsidiaries
Unaudited Interim Condensed Consolidated Balance Sheets
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| USD | USD | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash at banks | ||||||||
| Accounts receivable, net | ||||||||
| Contract assets, net | ||||||||
| Deferred offering cost | ||||||||
| Income tax receivable | ||||||||
| Deposits and other receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Plant and equipment, net | ||||||||
| Right-of-use assets - operating lease | ||||||||
| Contract assets, net | ||||||||
| Deferred tax assets | ||||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | ||||||||
| Finance lease liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Due to a director | ||||||||
| Accrued expenses | ||||||||
| Income tax payable | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Long service payments obligation | ||||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares, shares authorized; USD par value, and 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 | ||||||||
Phoenix Asia Holdings Limited and its subsidiaries
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (unaudited) | (unaudited) | |||||||
| Revenue | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Income from operations | ||||||||
| Other income (expense) | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Total other 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 | ||||||||
Phoenix Asia Holdings Limited and its subsidiaries
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
Number of shares* | Amount | Subscription receivable | paid in capital | Retained Earnings | Shareholders’ Equity | |||||||||||||||||||
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||
Number of shares | Amount | Subscription receivable | paid in capital | Retained Earnings | Shareholders’ Equity | |||||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||||||
| Balance as of April 1, 2024 | ( | ) | ||||||||||||||||||||||
| Net income for the period (unaudited) | - | |||||||||||||||||||||||
| Issue of ordinary shares (unaudited) | ||||||||||||||||||||||||
| Balance as of September 30, 2024 (unaudited) | ( | ) | ||||||||||||||||||||||
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||
| Number of shares | Amount | Subscription receivable | paid in capital | Retained Earnings | Shareholders’ Equity | |||||||||||||||||||
| USD | USD | USD | USD | USD | ||||||||||||||||||||
| Balance as of April 1, 2025 | ||||||||||||||||||||||||
| Balance | ||||||||||||||||||||||||
| Net income for the period (unaudited) | - | |||||||||||||||||||||||
| Issue of ordinary shares (unaudited) | ||||||||||||||||||||||||
| Balance as of September 30, 2025 (unaudited) | ||||||||||||||||||||||||
| Balance | ||||||||||||||||||||||||
Phoenix Asia Holdings Limited and its subsidiaries
Unaudited Interim Condensed Consolidated Statements of Cash Flows
| 2025 | 2024 | |||||||
| For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| (unaudited) | (unaudited) | |||||||
| Operating activities: | ||||||||
| Net income | ||||||||
| Adjustments: | ||||||||
| Depreciation of plant and equipment | ||||||||
| Amortization of right-of-use assets – operating lease | ||||||||
| Expected credit loss allowance of contract assets | ||||||||
| Expected credit loss allowance of accounts receivable | ||||||||
| Long service payment (non-cash) | ( | ) | ||||||
| Deferred tax | ( | ) | ||||||
| Change in working capital items: | ||||||||
| Change in accounts receivable | ( | ) | ||||||
| Change in contract assets | ( | ) | ( | ) | ||||
| Change in deposits and other receivable | ( | ) | ||||||
| Change in deferred offering cost | ( | ) | ||||||
| Change in accounts payable | ( | ) | ( | ) | ||||
| Change in operating lease liabilities | ( | ) | ( | ) | ||||
| Change in income tax payable | ( | ) | ||||||
| Change in amount due to a director | ( | ) | ( | ) | ||||
| Change in accrued expenses | ( | ) | ||||||
| Cash (used) / generated from operating activities | ( | ) | ||||||
| Investing activities: | ||||||||
| Acquisition for plant and equipment | ( | ) | ||||||
| Proceeds from disposal of plant and equipment | ||||||||
| Cash used in investing activities | ( | ) | ||||||
| Financing activities: | ||||||||
| New issued shares | ||||||||
| Principal payments for finance lease liabilities | ( | ) | ( | ) | ||||
| Cash generated from financing activities | ||||||||
| Net (decrease) / increase in cash at banks | ( | ) | ||||||
| Cash at banks as of beginning of the period | ||||||||
| Cash at banks as of the end of the period | ||||||||
| Supplementary Cash Flows Information | ||||||||
| Cash paid for income tax | ( | ) | ||||||
| Cash paid for interest | ( | ) | ( | ) | ||||
Exhibit 99.3
Management’s Discussion 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 9, 2024. We are a holding company with no business operation.
We conduct our primary operations through our indirectly wholly owned subsidiary, Winfield Engineering (Hong Kong) Limited, which is incorporated and domiciled in Hong Kong SAR; Winfield Engineering (Hong Kong) Limited principally engaged in substructure works, such as site formation, ground investigation and foundation works, in Hong Kong, and it is wholly owned subsidiary of Phoenix (BVI) Limited which was incorporated and is domiciled in British Virgin Islands.
Summary of Results of Operations
Financial Results For The Six Months Ended September 30, 2025
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income
For the six months ended September 30, | Changes | |||||||||||||||
| 2025 | 2024 | Amount | % | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| USD | USD | USD | ||||||||||||||
| Revenue | 3,511,591 | 3,789,610 | (278,019 | ) | (7.3 | )% | ||||||||||
| Cost of revenue | (2,770,148 | ) | (2,709,378 | ) | (60,770 | ) | 2.2 | % | ||||||||
| Gross profit | 741,443 | 1,080,232 | (338,789 | ) | (31.4 | )% | ||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | (527,121 | ) | (330,894 | ) | (196,227 | ) | 59.3 | % | ||||||||
| Total operating expenses | (527,121 | ) | (330,894 | ) | (196,227 | ) | 59.3 | % | ||||||||
| Income from operations | 214,322 | 749,338 | (535,016 | ) | (71.4 | )% | ||||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense, net | (67 | ) | (333 | ) | 266 | (79.9 | )% | |||||||||
| Other income | 329 | 1,121 | (792 | ) | (70.7 | )% | ||||||||||
| Total other income, net | 262 | 788 | (526 | ) | (200.8 | )% | ||||||||||
| Income before tax expense | 214,584 | 750,126 | (535,542 | ) | (71.4 | )% | ||||||||||
| Income tax expense | (16,248 | ) | (118,685 | ) | 102,437 | (86.3 | )% | |||||||||
| Net income and total comprehensive income | 198,336 | 631,441 | (433,105 | ) | (68.6 | )% | ||||||||||
Revenue
Revenue decreased by 7.3% from US$3,789,610 for the six months ended September 30, 2024 to US$3,511,591 for the six months ended September 30, 2025. The decrease was primarily due to certain projects were completed for the year ended March 31, 2025.
Cost of revenue
Cost of revenue increased by 2.2% from US$2,709,378 for the six months ended September 30, 2024 to US$2,770,148 for the six months ended September 30, 2025. The increase was mainly due to additional work has been necessitated with variation orders for certain projects.
Gross profit and gross profit margin
The gross profits was US$741,443 for the six months ended September 30, 2025, as compared to the gross profit of US$1,080,232 for the six ended September, 2024, a decrease of US$338,789, or 31.4%.
The decrease in gross profit was mainly attributable to 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.
General and administrative expenses
General and administrative expenses increased by 59.3% from US$330,894 for the six months ended September 30, 2024 to US$527,121 for the six months ended September 30, 2025. The increase was mainly due to increase in professional fee as a listed company.
Other income
Other income decreased by 200.8% from US$788 for the six months ended September 30, 2024 to US$262 for the six months ended September 30, 2025. The decrease was mainly due to decrease in interests of bank.
Income tax expense
Income tax expense decreased by 86.3% from US$118,685 for the six months ended September 30, 2024 to US$16,248 for the six months ended September 30, 2025. The decrease was mainly due to decrease in income before tax expense.
Net income and total comprehensive income
Net income and total comprehensive income decreased by 68.6% from US$631,441 for the six months ended September 30, 2024 to US$198,336 for the six months ended September 30, 2025. The decrease was mainly due to the decrease in gross profit.
Unaudited Interim Condensed Consolidated Balance Sheets
| September 30, | March 31, | |||||||
| 2025 | 2025 | |||||||
| USD | USD | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash at banks | 1,521,280 | 2,376,362 | ||||||
| Accounts receivable, net | 5,177,879 | 1,631,524 | ||||||
| Contract assets, net | 53,296 | 48,451 | ||||||
| Deferred offering cost | - | 947,587 | ||||||
| Income tax receivable | 107,865 | - | ||||||
| Deposits and other receivable | 1,463,744 | 16,782 | ||||||
| Total current assets | 8,324,064 | 5,020,706 | ||||||
| Non-current assets | ||||||||
| Plant and equipment, net | 47,644 | 62,507 | ||||||
| Right-of-use assets - operating lease | 17,514 | 5,894 | ||||||
| Contract assets, net | 300,859 | 273,509 | ||||||
| Deferred tax assets | 7,104 | 7,104 | ||||||
| Total non-current assets | 373,121 | 349,014 | ||||||
| Total assets | 8,697,185 | 5,369,720 | ||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | 1,009,412 | 1,350,632 | ||||||
| Finance lease liabilities | 5,334 | 5,334 | ||||||
| Operating lease liabilities | 990 | 5,943 | ||||||
| Due to a director | 131,623 | 157,257 | ||||||
| Accrued expenses | 37,802 | 696,966 | ||||||
| Income tax payable | - | 23,060 | ||||||
| Total current liabilities | 1,185,161 | 2,239,192 | ||||||
| Non-current liabilities | ||||||||
| Operating lease liabilities | - | - | ||||||
| Finance lease liabilities | 11,110 | 13,777 | ||||||
| Long service payments obligation | 5,401 | 6,625 | ||||||
| Total non-current liabilities | 16,511 | 20,402 | ||||||
| Total liabilities | 1,201,672 | 2,259,594 | ||||||
| Shareholders’ equity | ||||||||
| Ordinary shares, 5,000,000,000 shares authorized; USD0.00001 par value, 21,600,000 and 20,000,000 shares issued and outstanding, as of September 30, 2025 and March 31, 2025, respectively | 216 | 200 | ||||||
| Additional paid in capital | 4,562,099 | 375,064 | ||||||
| Retained earnings | 2,933,198 | 2,734,862 | ||||||
| Total shareholders’ equity | 7,495,513 | 3,110,126 | ||||||
| Total liabilities and shareholders’ equity | 8,697,185 | 5,369,720 | ||||||
Cash and cash equivalents
Cash and cash equivalents decreased from US$2,376,362 as of March 31, 2025 to US$1,521,280 as of September 30, 2025. The decrease was mainly resulted from our business operations.
Accounts receivable, net
Accounts receivable, net increased from USS$1,631,524 as of March 31, 2025 to US$5,177,879 as of September 30, 2025. 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.
Contract assets
Contract assets changed from US$321,960 as of March 31, 2025 to US$354,155 as of September 30, 2025, the increase was generally in line with the different credit periods granted by us to different customers .
Right-of-use (“ROU”) assets – finance lease
ROU assets increased from US$5,894 as of March 31, 2025 to US$17,514 as of September 30, 2025. The increase was mainly attributable to the renewal of the company office recognized during the six months ended September 30, 2025.
Accounts payable
Accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials. Account payable decreased from US$1,350,632 as of March 31, 2025 to US$1,009,412 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.
Finance lease liabilities
Finance lease liabilities decreased from US$19,111 as of March 31, 2025 to US$16,444 as of September 30, 2025. The decrease was mainly due to the repayment of finance lease liabilities during the six months ended September 30, 2025.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
For the six months ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| US$ | US$ | |||||||
| (unaudited) | (unaudited) | |||||||
| Cash (used in) / provided by operating activities | (5,015,520 | ) | 429,203 | |||||
| Cash used in investing activities | - | (30,214 | ) | |||||
| Cash provided by financing activities | 4,160,438 | 372,778 | ||||||
| Net change in cash and cash equivalents | (855,082 | ) | 771,767 | |||||
| Cash and cash equivalents as of beginning of the period | 2,376,362 | 890,578 | ||||||
| Cash and cash equivalents as of the end of the period | 1,521,280 | 1,662,345 | ||||||
Cash Flows
Net cash used in operating activities was US$5,015,520 for the six months ended September 30, 2025, compared to net cash provided by operating activities US$540,332 for the six months ended September 30, 2024. The decrease was mainly due to the changes in accounts receivable.
Net cash provided by financing activities was US$4,160,438 for the six months ended September 30, 2025, compared to net cash used in US$33,910 for the six months ended September 30, 2024. The increase was primarily due to the increase in additional capital issued.