Higher costs push OneConstruction (NASDAQ: ONEG) to small loss in 2025

Rhea-AI Filing Summary

OneConstruction Group Limited reported slightly weaker results for the six months ended September 30, 2025, moving from profit to a small loss. Revenue fell by 3.4% to about $27.8 million, as growth in public-sector infrastructure and public facilities projects was more than offset by weaker private-sector demand amid a slowdown in Hong Kong’s commercial property market.

Administrative expenses nearly doubled to $1.7 million, driven by higher professional fees after the company’s Nasdaq listing, more office staff (including a director), and larger office space. The company also recorded $0.7 million of share-based payment expenses from issuing 3,000,000 ESOP shares under its 2025 Equity Incentive Plan, contributing to a net loss of about $0.1 million versus net income of $1.2 million a year earlier.

Liquidity remains solid, with cash of $4.8 million, net current assets of $34.8 million and a current ratio of 3.4 as of September 30, 2025. Total assets were $50.0 million against total liabilities of $37.3 million, leaving shareholders’ equity of $12.7 million, and the company reports no off‑balance sheet arrangements.

Positive

• None.

Negative

• Profitability weakened sharply: results swung from net income of about $1.2 million to a small net loss of about $0.1 million, driven by higher administrative and share-based payment expenses.

Insights

Equity analyst

Results show a shift to a small loss driven by higher overhead and equity compensation, while liquidity remains comfortable.

OneConstruction Group Limited saw revenue slip 3.4% to $27.8 million over the six months ended September 30, 2025, mainly as stronger public-sector work was outweighed by weaker private commercial projects in Hong Kong. The top-line change is modest, but the cost structure changed meaningfully.

Administrative expenses almost doubled to $1.7 million, reflecting post‑Nasdaq listing professional fees, added office headcount including a director, and larger office space. In addition, the company recognized $0.7 million of share-based payment expenses from issuing 3,000,000 ESOP shares under its 2025 Equity Incentive Plan. These items together pushed results from net income of $1.2 million in 2024 to a net loss of about $0.1 million, a notable deterioration in profitability.

Despite the earnings pressure, the balance sheet appears sound: cash was $4.8 million, net current assets were $34.8 million, and the current ratio was 3.4 as of September 30, 2025. Total equity stood at $12.7 million, and management indicates there are no off‑balance sheet arrangements. Subsequent disclosures in future periods will show whether higher overhead and share-based compensation remain elevated relative to revenue.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-42457

OneConstruction Group Limited

Unit 11, 5/F 

Tower 1, Harbour Centre

1 Hok Cheung Street

Hunghum, Kowloon 

Hong Kong

+852 2123 8400

(Address of principal executive office)

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 ☐

EXPLANATORY NOTE

OneConstruction Group Limited is furnishing its unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024. The financial statements are attached as Exhibit 99.1 to this report of foreign private issuer on Form 6-K.

On January 14, 2026, the Company issued a press release announcing its unaudited financial results for the six months ended September 30, 2025 and 2024, a copy of which press release is attached as Exhibit 99.2 to this report of foreign private issuer on Form 6-K.

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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.

Date: January 14, 2026

	OneConstruction Group Limited
	By:	/s/ Ka Chun Gordon Li
	Name:	Ka Chun Gordon Li
	Title:	General Manager

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EXHIBIT INDEX

Exhibit No.		Description
99.1		Unaudited Condensed Consolidated Financial Statements of OneConstruction Group Limited for the Six Months Ended September 30, 2025 and 2024
99.2		Press Release, dated January 14, 2026
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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Exhibit 99.1

ONECONSTRUCTION GROUP LIMITED
UNAUDITED CONSOLIDATED BALANCE SHEETS

		As of
		September 30,				March 31,
		2025				2025
		USD’000				USD’000
		(Unaudited)				(Audited)
Assets
Current assets:
Accounts receivable, net			16,523				22,934
Prepayment of equipment			239				209
Deposits, prepayment and other receivables			224				218
Contract assets			27,505				24,969
Cash and cash equivalents			4,777				749
Total current assets			49,268				49,079
Non-current assets:
Property and equipment			241				11
Right-of-use assets, operating leases			383				567
Deferred tax assets			38				188
Total non-current assets			662				766
Total assets			49,930				49,845
Liabilities
Current liabilities:
Accounts payables			10,311				10,350
Accrual and other payables			1,923				2,351
Amount due to a shareholder			9				2
Contract liabilities			241				630
Operating lease liabilities			383				373
Other borrowings			1,533				2,117
Current income tax liabilities			136				121
Total current liabilities			14,536				15,944
Non-current liabilities:
Operating lease liabilities			-				193
Loan due to a shareholder			22,741				21,567
Total non-current liabilities			22,741				21,760
Total liabilities			37,277				37,704
Shareholders’ equity:
Ordinary shares, US$0.0001 par value; 500,000,000 shares authorized, 16,000,000 (March 31, 2025: 13,000,000) shares issued and outstanding			1				1
Additional paid-in capital			6,218				5,570
Retained earnings			6,366				6,497
Exchange reserve			68				73
Total shareholders’ equity			12,653				12,141
Total liabilities and equity			49,930				49,845

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ONECONSTRUCTION GROUP LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

		For the six months ended September 30,
		2025				2024
		USD’000				USD’000
		(Unaudited)				(Unaudited)
Revenue			27,762				28,736
Cost of sales			(25,502	)			(26,348	)
Gross profit			2,260				2,388
Other income			479				7
Allowance for credit loss on financial assets, net of reversal			(193	)			(124	)
Administrative expenses			(1,670	)			(857	)
Share based payment expenses			(669	)			-
Profit from operations			207				1,414
Finance cost			(175	)			(245	)
Profit before taxation			32				1,169
Income tax (credit)/expenses			(163	)			73
Net (loss)/income			(131	)			1,242
Other comprehensive (expense) income
Exchange difference on translation of foreign operations			(5	)			53
Total comprehensive (loss)/income attributable to shareholders			(136	)			1,295
Net (loss)/income per share attributable to shareholders
Basic (cents)			(0.8	)			11.0
Diluted (cents)			(0.8	)			11.0
Weighted average number of ordinary shares used in computing net (loss)/income per share
Basic			15,426,230				11,250,000
Diluted			15,426,230				11,250,000

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Management’s Discussion and Analysis of Results of Operations and Liquidity and Capital Resources

Overview:

● Revenue was $27.8 million for the six months ended September 30, 2025, representing a slight decrease of 3.4% from the same period in 2024.

● Net loss was $0.1 million for the six months ended September 30, 2025 (2024: net income of $1.2 million).

Six-Month Financial Results Ended September 30, 2025

Revenue. Revenue decreased slightly by 3.4% from $28.7 million for the six months ended September 30, 2024, to $27.8 million for the six months ended September 30, 2025. The decrease in revenue during the six-month period ended September 30, 2025, was mainly attributable to the combined impact of an increase in revenue derived from the public sector, mainly from the infrastructure and public facilities projects, and a decrease in revenue derived from the private sector, due to the slowdown in the development of the commercial property market in Hong Kong.

Administrative expenses. Administrative expenses increased by 94.9% from $0.9 million for the six months ended September 30, 2024, to $1.7 million for the six months ended September 30, 2025, which was mainly due to an increase the professional fees and other administrative expenses following our listing on the Nasdaq in December 2024, an increase in payroll as results of the increase in headcount of office staff (included a director) and an increase in leasing expense by increasing our office space and related expenses.

Share-based payment expenses. On February 27, 2025, we established our 2025 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, we authorized 3,000,000 Ordinary Shares (“ESOP Shares”) for issuance under the Plan. The purpose of the Plan was to attract and retain the best available personnel for positions of responsibility with us, to provide additional incentives to them and to align their interests with those of our shareholders, and to thereby promote our long-term business success. The share-based payment expenses represented our issuance of the 3,000,000 ESOP Shares to certain employees pursuant to the Plan for consideration of US$0.0001 for each ESOP Share.

Net loss. Net loss for the six months ended September 30, 2025, amounted to $0.1 million as compared to net income of $1.2 million for the six months ended September 30, 2024. The loss was mainly due to the increase in administrative expenses and the issuance of ESOP Shares to our employees during the period.

Basic and diluted EPS. Basic and diluted loss per share were $0.008 and $0.008 per Ordinary Share for the six months ended September 30, 2025, respectively, as compared to earnings per share of $0.11 and $0.11 per Ordinary Share for the six months ended September 30, 2024, respectively.

Liquidity and Capital Resources

As of September 30, 2025, we had cash of $4.8 million, total current assets of $49.3 million, and total current liabilities of $14.5 million. Net current assets were $34.8 million and the current ratio was 3.4. As of September 30, 2025, we had total assets and total liabilities of $50.0 million and $37.3 million, respectively, and hence we had shareholders’ equity of $12.7 million. As of September 30, 2025, we had other borrowings of $1.5 million.

Off-Balance Sheet Arrangements

We did not have during the period presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

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FAQ

How did OneConstruction Group Limited (ONEG) perform for the six months ended September 30, 2025?

For the six months ended September 30, 2025, OneConstruction Group Limited generated revenue of about $27.8 million and recorded a small net loss of approximately $0.1 million, compared with net income of about $1.2 million in the prior-year period.

Why did OneConstruction Group Limited’s revenue change in 2025?

Revenue decreased by 3.4% from about $28.7 million to $27.8 million. The company attributed this mainly to higher revenue from public-sector infrastructure and public facilities projects being more than offset by lower private-sector revenue due to a slowdown in Hong Kong’s commercial property market.

What caused the jump in administrative expenses at OneConstruction Group Limited?

Administrative expenses rose 94.9% from about $0.9 million to $1.7 million, mainly because of increased professional fees and other costs following the Nasdaq listing, higher payroll from more office staff including a director, and higher leasing expenses from expanding office space.

How did share-based payments affect OneConstruction Group Limited’s results?

On February 27, 2025, the company established its 2025 Equity Incentive Plan and authorized 3,000,000 ESOP shares. Issuing these shares at $0.0001 each generated share-based payment expenses of about $0.7 million, which reduced profit and contributed to the net loss for the period.

What is OneConstruction Group Limited’s liquidity position as of September 30, 2025?

As of September 30, 2025, the company had cash of $4.8 million, total current assets of $49.3 million, total current liabilities of $14.5 million, net current assets of $34.8 million, and a current ratio of 3.4, indicating a solid short-term liquidity position.

Does OneConstruction Group Limited have off-balance sheet arrangements?

The company states that it did not have during the period presented, and does not currently have, any off-balance sheet financing arrangements or relationships with unconsolidated entities or special purpose entities.