[6-K] Phoenix Asia Holdings Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Phoenix Asia Holdings Limited, a Hong Kong-based substructure works contractor operating through Winfield Engineering, reported significantly weaker unaudited results for the six months ended September 30, 2025. Revenue fell 7.3% to US$3,511,591, mainly because certain projects were completed in the prior fiscal year.

Cost of revenue rose 2.2% to US$2,770,148, sharply reducing gross profit by 31.4% to US$741,443. Net income and total comprehensive income dropped 68.6% to US$198,336, driven by lower gross profit and higher general and administrative expenses, which increased 59.3% to US$527,121, largely from higher professional fees as a listed company.

Cash at banks declined from US$2,376,362 as of March 31, 2025 to US$1,521,280 as of September 30, 2025, as operating activities used US$5,015,520 of cash, mainly due to a large rise in accounts receivable. This was partly offset by US$4,160,438 of cash provided by financing activities from new share issuance, which increased additional paid-in capital to US$4,562,099 and lifted total shareholders’ equity to US$7,495,513.

Insights

Equity research analyst

Phoenix Asia posted sharply lower profit and cash flow, buffered by new equity capital.

Phoenix Asia Holdings saw revenue slip to US$3.51M while cost of revenue edged higher, compressing gross profit by 31.4%. Net income fell 68.6% to US$198k as higher listing-related professional fees pushed general and administrative expenses up 59.3%.

Operating cash flow swung to an outflow of US$5.02M, largely from a jump in accounts receivable from US$1.63M to US$5.18M. Despite this, the balance sheet strengthened: new share issuance brought in about US$4.19M, increasing total shareholders’ equity to US$7.50M and reducing total liabilities to US$1.20M.

The combination of weaker profitability and negative operating cash flow contrasts with a much stronger capital base and low debt. Future disclosures on collection of receivables and margin development for substructure projects will be important for understanding how quickly earnings and cash generation may normalize.

Form 6-K: How Foreign Companies Report to the SEC →

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 March 2026

Commission File Number: 001-42618

Phoenix Asia Holdings Limited

(Registrant’s Name)

Workshop B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong0000

(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

Exhibit No.		Description
99.1		Press Release, dated March 31, 2026 - Phoenix Asia Holdings Limited Announces Unaudited Financial Results For The Six Months Ended September 30, 2025
99.2		Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2025 and for the six months ended September 30, 2025 and 2024
99.3		Management’s Discussion and Analysis of Financial Condition and Results of Operations

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/

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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			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

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			3,511,591				3,789,610
Cost of revenue			(2,770,148	)			(2,709,378	)
Gross profit			741,443				1,080,232
Operating expenses
General and administrative expenses			(527,121	)			(330,894	)
Total operating expenses			(527,121	)			(330,894	)
Income from operations			214,322				749,338
Other income (expense)
Interest expense, net			(67	)			(333	)
Other income			329				1,121
Total other income, net			262				788
Income before tax expense			214,584				750,126
Income tax expense			(16,248	)			(118,685	)
Net income and total comprehensive income			198,336				631,441
Net income per share attributable to ordinary shareholders
Basic and diluted			0.01				0.04
Weighted average number of ordinary shares used in computing net income per share
Basic and diluted			21,390,164				16,249,180

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			16,100,000				161				(161	)			3				1,708,544				1,708,547
Net income for the period (unaudited)			-				-				-				-				631,441				631,441
Issue of ordinary shares (unaudited)			3,900,000				39				-				375,061				-				375,100
Balance as of September 30, 2024 (unaudited)			20,000,000				200				(161	)			375,064				2,339,985				2,715,088

		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			20,000,000				200				-				375,064				2,734,862				3,110,126
Balance			20,000,000				200				-				375,064				2,734,862				3,110,126
Net income for the period (unaudited)			-				-				-				-				198,336				198,336
Issue of ordinary shares (unaudited)			1,600,000				16				-				4,187,035				-				4,187,051
Balance as of September 30, 2025 (unaudited)			21,600,000				216				-				4,562,099				2,933,198				7,495,513
Balance			21,600,000				216				-				4,562,099				2,933,198				7,495,513

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			198,336				631,441
Adjustments:
Depreciation of plant and equipment			14,863				15,349
Amortization of right-of-use assets – operating lease			11,400				11,400
Expected credit loss allowance of contract assets			-				38,924
Expected credit loss allowance of accounts receivable			-				35,776
Long service payment (non-cash)			(1,224	)			413
Deferred tax			-				(10,717	)
Change in working capital items:
Change in accounts receivable			(3,546,355	)			67,549
Change in contract assets			(32,195	)			(113,688	)
Change in deposits and other receivable			(1,446,962	)			-
Change in deferred offering cost			947,587				(7,359	)
Change in accounts payable			(341,220	)			(407,901	)
Change in operating lease liabilities			(4,127	)			(9,512	)
Change in income tax payable			(130,925	)			129,401
Change in amount due to a director			(25,534	)			(1,565	)
Change in accrued expenses			(659,164	)			49,692
Cash (used) / generated from operating activities			(5,015,520	)			429,203
Investing activities:
Acquisition for plant and equipment			-				(30,214	)
Proceeds from disposal of plant and equipment			-				-
Cash used in investing activities			-				(30,214	)
Financing activities:
New issued shares			4,186,951				375,000
Principal payments for finance lease liabilities			(26,513	)			(2,222	)
Cash generated from financing activities			4,160,438				372,778
Net (decrease) / increase in cash at banks			(855,082	)			771,767
Cash at banks as of beginning of the period			2,376,362				890,578
Cash at banks as of the end of the period			1,521,280				1,662,345
Supplementary Cash Flows Information
Cash paid for income tax			(475,943	)			-
Cash paid for interest			(733	)			(333	)

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.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 12.1 KB
• EX-99.2 EX-99.2 186.9 KB
• EX-99.3 EX-99.3 78.6 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 7.6 KB
• EX-101 XBRL CALCULATION FILE 31.0 KB
• EX-101 XBRL DEFINITION FILE 27.1 KB
• EX-101 XBRL LABEL FILE 121.3 KB
• EX-101 XBRL PRESENTATION FILE 77.0 KB