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 September 2026
Commission
File Number: 001-41927
SU
Group Holdings Limited
(Registrant’s
Name)
7th Floor,
The Rays
No. 71 Hung To Road, Kwun Tong
Kowloon, Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
SU Group Holdings Limited, a Cayman Islands exempted
company (the “Company”) is furnishing this Form 6-K to report its unaudited and unreviewed interim financial results for the
six months ended March 31, 2026. The unaudited and unreviewed interim condensed consolidated financial statements for the six months ended
March 31, 2026 are furnished as Exhibit 99.1 to this Report. The Company has also issued a press release announcing its interim financial
results, a copy of which is furnished as Exhibit 99.2 to this Report.
EXHIBIT
INDEX
Exhibit |
|
Description
of Exhibit |
99.1 |
|
Unaudited and Unreviewed Interim Condensed Consolidated Financial Statements for the Six Months Ended
March 31, 2026 |
|
|
|
99.2 |
|
Press Release dated September 29, 2026 - SU Group Narrows First-Half Operating Loss, Executes on Long-Term Strategy |
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.
|
SU
GROUP HOLDINGS LIMITED |
|
|
|
Date:
September 29, 2026 |
By: |
/s/
Chan Ming Dave |
|
|
Chan
Ming Dave |
|
|
Chief
Executive Officer |
Exhibit 99.1
Results
for the Six Months Ended March 31, 2026 in Connection with the Unaudited and Unreviewed Interim
Condensed Consolidated Financial Statements for the Six Months Ended March 31, 2026
Recent
Developments
In
September 2026, the Company was awarded an exclusive distributorship of TRACELINE™ PX3 Portable X-Ray System (“PX3”)
by HDX. The Company became the sole authorized distributor of HDX’s flagship portable X-ray system in Hong Kong and Macau.
The PX3 is built for explosive ordnance disposal, technical surveillance counter-measures, fire investigation, and industrial
non-destructive testing, all mission-critical fields where reliability commands a premium.
Results
for the Six Months Ended March 31, 2026
Revenues
Our
revenues decreased by approximately HK$21.6 million, or 20.0%, from approximately HK$107.9 million for the six months ended March
31, 2025 to approximately HK$86.3 million for the six months ended March 31, 2026. The decrease was mainly due to a decrease in
revenues from project and maintenance of HK$21.1 million.
Our
revenues from project and maintenance decreased by HK$21.1 million, or 32.3%, from HK$65.1 million for the six months ended March
31, 2025 to HK$44.0 million for the six months ended March 31, 2026. The decrease was mainly attributable to the change in contract
size mix of project and maintenance performed. Certain revenues for the six months ended March 31, 2025 were contributed
by several projects with larger revenues recognized, including one project of over HK$17 million, one project of over HK$8
million, one project of over HK$2 million, and seven projects of over HK$1 million. Comparatively, certain revenues for the six
months ended March 31, 2026 were contributed by less projects with larger revenues recognized, including one project of over HK$4
million, one project of over HK$2 million, and four projects of over HK$1 million.
Our
revenues from provision of security guarding and screening services maintained stable at HK$40.9 million for the six months ended
March 31, 2026 compared to HK$40.5 million for the six months ended March 31, 2025.
Our
revenues from equipment leasing decreased by HK$0.9 million, or 36.9%, from HK$2.3 million for the six months ended March 31,
2025 to HK$1.4 million for the six months ended March 31, 2026. The decrease was mainly because the equipment leasing agreements
of certain customers had expired, and we offered rental terms more preferential to the customers choosing to renew the agreements
upon the expiry of original lease term.
Cost
of Revenues
Our
cost of revenues decreased by HK$17.5 million, or 20.3%, from HK$86.0 million for the six months ended March 31, 2025 to HK$68.5
million for the six months ended March 31, 2026 mainly due to change in contract size mix of the security-related engineering
services performed, causing less sizable projects being recognized during the six months ended March 31, 2026 and thus, less
cost of revenues being recognized.
Gross
Profit
Our
gross profit decreased by HK$4.2 million, or 18.8%, from HK$22.0 million for the six months ended March 31, 2025 to HK$17.8 million
for the six months ended March 31, 2026, mainly resulting from the decrease in revenues. The gross profit margin maintained stable
at 20.7% for the six months ended March 31, 2026 compared to 20.3% for the six months ended March 31, 2025.
Selling,
general and administrative expenses
Our
selling, general and administrative expenses decreased by HK$4.0 million, or 15.9%, from HK$24.9 million for the six months ended
March 31, 2025 to HK$21.0 million for the six months ended March 31, 2026. The decrease was mainly due to (i) a decrease in non-employee
share-based compensation from HK$5.2 million for the six months ended March 31, 2025 to HK$2.0 million for the six months ended
March 31, 2026, since the Company carried out less marketing research and investor-searching activities during the six months
ended March 31, 2026; (ii) a decrease in employee share-based compensation from HK$2.4 million for the six months ended March
31, 2025 to HK$1.8 million for the six months ended March 31, 2026; and (iii) a decrease in legal and professional fees from HK$2.1
million for the six months ended March 31, 2025 to HK$0.7 million for the six months ended March 31, 2026. The decrease was partially
net off by an increase in administrative payroll costs from HK$7.7 million for the six months ended March 31, 2025 to HK$9.3 million
for the six months ended March 31, 2026 mainly triggered by annual salary adjustment and change in headcounts.
Losses
on disposal of property and equipment
Our
losses on disposal of property and equipment decreased by HK$1.0 million, or 56.0%, from HK$1.8 million for the six months ended
March 31, 2025 to HK$0.8 million for the six months ended March 31, 2026, mainly due to a decrease in the number of X-ray machines
disposed from seven during the six months ended March 31, 2025 to four during the six months ended March 31, 2026.
Other
income
Our
other income decreased by HK$0.3 million, or 48.6%, from HK$0.7 million for the six months ended March 31, 2025 to HK$0.4 million
for the six months ended March 31, 2026. The decrease was mainly due to a decrease in interest income from bank deposits.
Finance
expenses
Our
finance expenses decreased by HK$143,397, or 96.2%, from HK$149,000 for the six months ended March 31, 2025 to HK$5,603 for the
six months ended March 31, 2026 due to reduction in utilization of the banking facilities.
Income
tax expenses
Our
income tax expenses increased by HK$0.3 million, or 89.9%, from HK$0.4 million for the six months ended March 31, 2025 to HK$0.7
million for the six months ended March 31, 2026. The increase was mainly due to an increase in income before income tax and assessable
profits of certain subsidiaries.
Net
loss
As
a result of the foregoing, our net loss maintained stable at HK$4.2 million for the six months ended March 31, 2026 compared to
HK$4.5 million for the six months ended March 31, 2025.
Reclassification
Certain
unbilled trade receivables previously presented as contract assets, net have been reclassified to trade receivables, net in the
comparative consolidated balance sheets to conform to the current year’s presentation. The reclassification was made between
line items within current assets and had no impact on total current assets, total assets, liabilities, shareholders’ equity,
or cash flows as previously reported. The reclassification had no effect on net income (loss) of any period presented.
Convenience
translation
Our
reporting currency is HK$. The unaudited and unreviewed condensed consolidated financial statements as of and for the period ended
March 31, 2026 have been translated into U.S. dollars (“US$”) solely for the convenience of the readers. The translation
has been made at the rate of US$1.00 = HK$7.8357, representing the close rate on March 31, 2026 as set forth in the statistical
release of Yahoo.com. No representation is made that the HK$ amounts represent or could have been, or could be, converted, realized
or settled into US$ at that rate, or at any other rates.
SU
GROUP HOLDINGS LIMITED
UNAUDITED AND UNREVIEWED CONDENSED CONSOLIDATED BALANCE SHEETS
| |
|
As
of
September 30,
2025 |
|
|
As
of
March 31,
2026
(Unaudited and Unreviewed) |
|
|
As
of
March 31,
2026
(Unaudited and Unreviewed) |
|
| |
|
HK$ |
|
|
HK$ |
|
|
US$ |
|
| Assets |
|
|
|
|
|
|
|
|
|
| Current
assets |
|
|
|
|
|
|
|
|
|
| Cash
and cash equivalents |
|
|
25,354,528 |
|
|
|
28,651,212 |
|
|
|
3,656,497 |
|
| Trade
receivables, net |
|
|
34,247,307 |
|
|
|
34,221,178 |
|
|
|
4,367,342 |
|
| Inventories,
net |
|
|
25,770,281 |
|
|
|
18,561,486 |
|
|
|
2,368,836 |
|
| Prepaid
expenses and other current assets |
|
|
5,423,335 |
|
|
|
4,526,538 |
|
|
|
577,681 |
|
| Retention
receivables, net |
|
|
3,729,411 |
|
|
|
2,756,843 |
|
|
|
351,831 |
|
| Prepaid
income tax |
|
|
1,654,240 |
|
|
|
— |
|
|
|
— |
|
| Total
current assets |
|
|
96,179,102 |
|
|
|
88,717,257 |
|
|
|
11,322,187 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current
assets |
|
|
|
|
|
|
|
|
|
|
|
|
| Property
and equipment, net |
|
|
6,810,456 |
|
|
|
5,205,303 |
|
|
|
664,306 |
|
| Intangible
assets, net |
|
|
194,100 |
|
|
|
604,900 |
|
|
|
77,198 |
|
| Goodwill |
|
|
1,271,160 |
|
|
|
1,271,160 |
|
|
|
162,227 |
|
| Restricted
cash |
|
|
9,890,171 |
|
|
|
10,111,578 |
|
|
|
1,290,450 |
|
| Prepaid
expenses and other non-current assets |
|
|
3,448,366 |
|
|
|
2,986,966 |
|
|
|
381,200 |
|
| Deferred
offering expenses |
|
|
155,763 |
|
|
|
2,058,550 |
|
|
|
262,714 |
|
| Operating
lease right-of-use assets, net |
|
|
6,041,643 |
|
|
|
5,102,052 |
|
|
|
651,129 |
|
| Investment
in key management insurance policy |
|
|
1,343,929 |
|
|
|
1,389,949 |
|
|
|
177,387 |
|
| Deferred
tax assets |
|
|
613,415 |
|
|
|
736,320 |
|
|
|
93,970 |
|
| Total
non-current assets |
|
|
29,769,003 |
|
|
|
29,466,778 |
|
|
|
3,760,581 |
|
| TOTAL
ASSETS |
|
|
125,948,105 |
|
|
|
118,184,035 |
|
|
|
15,082,768 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES
AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| Current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Trade
payables |
|
|
7,646,188 |
|
|
|
6,324,678 |
|
|
|
807,162 |
|
| Notes
payables |
|
|
1,957,870 |
|
|
|
1,484,395 |
|
|
|
189,440 |
|
| Other
payables |
|
|
1,883,981 |
|
|
|
561,014 |
|
|
|
71,597 |
|
| Accrued
payroll and welfare |
|
|
9,323,383 |
|
|
|
9,682,055 |
|
|
|
1,235,634 |
|
| Operating
lease liabilities – current |
|
|
1,976,643 |
|
|
|
2,039,968 |
|
|
|
260,343 |
|
| Income
tax payable |
|
|
— |
|
|
|
201,806 |
|
|
|
25,755 |
|
| Contract
liabilities |
|
|
11,340,672 |
|
|
|
9,862,022 |
|
|
|
1,258,601 |
|
| Total
current liabilities |
|
|
34,128,737 |
|
|
|
30,155,938 |
|
|
|
3,848,532 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Non-current
liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
lease liabilities – non-current |
|
|
3,540,340 |
|
|
|
2,504,275 |
|
|
|
319,598 |
|
| Other
payables – non-current |
|
|
1,362,306 |
|
|
|
1,124,850 |
|
|
|
143,555 |
|
| Other
liabilities |
|
|
766,000 |
|
|
|
674,000 |
|
|
|
86,017 |
|
| Total
non-current liabilities |
|
|
5,668,646 |
|
|
|
4,303,125 |
|
|
|
549,170 |
|
| Total
liabilities |
|
|
39,797,383 |
|
|
|
34,459,063 |
|
|
|
4,397,702 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Commitments
and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’
equity |
|
|
|
|
|
|
|
|
|
|
|
|
| Class
A ordinary shares (par value of HK$0.5 per share; 149,819,664 ordinary shares authorized and 112,636 and 112,636 ordinary
shares issued and outstanding as of September 30, 2025 and March 31, 2026, respectively.) * |
|
|
56,309 |
|
|
|
56,309 |
|
|
|
7,186 |
|
| Class
B ordinary shares (par value of HK$0.5 per share; 180,336 ordinary shares authorized and 180,336 and 180,336 ordinary shares
issued and outstanding as of September 30, 2025 and March 31, 2026, respectively.) * |
|
|
90,168 |
|
|
|
90,168 |
|
|
|
11,507 |
|
| Additional
paid-in capital |
|
|
53,163,910 |
|
|
|
54,977,878 |
|
|
|
7,016,333 |
|
| Retained
earnings |
|
|
32,840,335 |
|
|
|
28,600,617 |
|
|
|
3,650,040 |
|
| Total
SU Group Holdings Limited shareholders’ equity and total shareholders’ equity |
|
|
86,150,722 |
|
|
|
83,724,972 |
|
|
|
10,685,066 |
|
| TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
125,948,105 |
|
|
|
118,184,035 |
|
|
|
15,082,768 |
|
| |
* |
The share amounts
and per share data are presented on a retroactive basis, giving effect to the completion of the share consolidation on August
6, 2026. |
SU
GROUP HOLDINGS LIMITED
UNAUDITED AND UNREVIEWED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| |
|
For
the Six Months Ended March 31, |
|
| |
|
2025 |
|
|
2026
(Unaudited and Unreviewed) |
|
|
2026
(Unaudited and Unreviewed) |
|
| |
|
HK$ |
|
|
HK$ |
|
|
US$ |
|
| Revenues |
|
|
107,912,380 |
|
|
|
86,344,444 |
|
|
|
11,019,366 |
|
| Cost
of revenues |
|
|
(85,953,617) |
|
|
|
(68,514,067) |
|
|
|
(8,743,835) |
|
| Gross
profit |
|
|
21,958,763 |
|
|
|
17,830,377 |
|
|
|
2,275,531 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
expenses |
|
|
|
|
|
|
|
|
|
|
|
|
| Selling,
general and administrative expenses |
|
|
(24,921,087) |
|
|
|
(20,970,287) |
|
|
|
(2,676,249) |
|
| Losses
on disposal of property and equipment |
|
|
(1,772,107) |
|
|
|
(778,900) |
|
|
|
(99,404) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
from operations |
|
|
(4,734,431) |
|
|
|
(3,918,810) |
|
|
|
(500,122) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Other
income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
| Other
income |
|
|
715,730 |
|
|
|
367,787 |
|
|
|
46,937 |
|
| Finance
expenses |
|
|
(149,000) |
|
|
|
(5,603) |
|
|
|
(715) |
|
| Total
other income, net |
|
|
566,730 |
|
|
|
362,184 |
|
|
|
46,222 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Loss
before income tax expenses |
|
|
(4,167,701) |
|
|
|
(3,556,626) |
|
|
|
(453,900) |
|
| Income
tax expenses |
|
|
(359,767) |
|
|
|
(683,092) |
|
|
|
(87,177) |
|
| Net
loss attributable to SU Group Holdings Limited’s ordinary shareholders |
|
|
(4,527,468) |
|
|
|
(4,239,718) |
|
|
|
(541,077) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| Net
loss per share |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic
and diluted * |
|
|
(15.45) |
|
|
|
(14.47) |
|
|
|
(1.85) |
|
| Weighted
average number of shares |
|
|
|
|
|
|
|
|
|
|
|
|
| Basic
and diluted * |
|
|
292,972 |
|
|
|
292,972 |
|
|
|
292,972 |
|
| |
* |
The share amounts
and per share data are presented on a retroactive basis, giving effect to the completion of the share consolidation on August
6, 2026. |
Exhibit
99.2

SU
Group Narrows First-Half Operating Loss, Executes on Long-Term Strategy
● Business Momentum Led by Public-Sector Awards Across Healthcare, Cultural and Border Infrastructure
● Product Partnerships and Training Expand Reach
● Proposed Acquisition to Add New Enhanced Safety Capabilities
HONG
KONG, September 29, 2026 – SU Group Holdings Limited (Nasdaq: SUGP) (“SU Group” or the “Company”),
an integrated security-related services company in Hong Kong, today announced its unaudited and unreviewed financial results for
the six months ended March 31, 2026. The Company intends to file its results for the period with the U.S. Securities and Exchange
Commission on Form 6-K. The Company noted that on a year over year basis, the adverse impact of fewer large engineering projects
in the most recent period led to a decline in revenue, while its operating discipline drove an improvement in gross margin, a
narrowed operating loss and an increase in cash from the fiscal year-end balance.
SU
Group’s Chairman and CEO, Dave Chan, commented, “The first half had fewer large engineering projects, but our operating
discipline and stabile guarding and screening business helped us deliver a narrowed operating loss. Our confidence remains higher
in the second half of the year led by momentum in our new projects and expanded addressable market. Since March, an HK$18.8 million
follow-on hospital award has brought the disclosed value of our work on that project to HK$107.3 million. We have also won public-sector
work and added specialized products and training capabilities. Executing those already announced awards, securing new public-sector
work , and serving customers with a wider range of solutions are our priorities.”
SU
Group’s Chief Financial Officer, Calvin Kong, noted, “Gross margin remained healthy at 20.7% and selling, general
and administrative expenses fell 15.9%, helping offset the lower engineering volume. Cash rose to HK$28.7 million at March 31,
2026 from HK$25.4 million at fiscal year-end. As the new awards move through delivery, we will stay focused on project margins,
working capital and cash conversion.”
Financial
Results for the Six Months Ended March 31, 2026
Revenue
decreased HK$21.6 million, or 20.0%, from HK$107.9 million in the prior-year period to HK$86.3 million (US$11.0 million). Project
and maintenance revenue decreased from HK$65.1 million to HK$44.0 million, primarily reflecting the adverse impact of fewer large
engineering projects in the current period. Security guarding and screening revenue was HK$40.9 million, compared with HK$40.5
million. Equipment leasing revenue declined to HK$1.4 million from HK$2.3 million as some leases expired and customers renewing
received more favorable terms.
Cost
of revenues declined 20.3% to HK$68.5 million (US$8.7 million), reflecting the change in engineering project mix. Gross profit
was HK$17.8 million (US$2.3 million), compared with HK$22.0 million, while gross margin improved to 20.7% from 20.3%.
Selling,
general and administrative expenses fell 15.9% to HK$21.0 million (US$2.7 million) from HK$24.9 million. Lower share-based compensation
and legal and professional fees more than offset higher administrative payroll costs. Losses on disposal of property and equipment
declined to HK$0.8 million from HK$1.8 million, as fewer X-ray machines were disposed of.
Operating
loss narrowed to HK$3.9 million (US$0.5 million) from HK$4.7 million. Net loss attributable to ordinary shareholders narrowed
to HK$4.2 million (US$0.5 million), or HK$14.47 per share, from HK$4.5 million, or HK$15.45 per share. Per-share amounts reflect
the share consolidation completed on August 6, 2026 on a retroactive basis.
Cash
and cash equivalents were HK$28.7 million (US$3.7 million) at March 31, 2026, up from HK$25.4 million at September 30, 2025. Working
capital was approximately HK$58.6 million (US$7.5 million), compared with HK$62.1 million at fiscal year-end.
Recent
Developments
Since
March 31, 2026, and not included in the six-month results, SU Group has successfully added significant public-sector work, broadened
its product portfolio and expanded its training reach. The largest disclosed award was a follow-on hospital contract, with several
new distribution agreements that open additional markets expected to contribute to the Company’s future growth.
| ● | Proposed
Acquisition Could Add Complementary Capabilities: |
| - | In
September, a SU Group subsidiary agreed to acquire KM Safety Solution Company Limited
for HK$5.6 million in cash. KM’s safety consultancy work and Hong Kong distribution
rights for intelligent emergency lighting controls could complement SU Group’s
existing offering. The transaction is subject to due diligence, required approvals and
other closing conditions, and completion is not assured. |
| ● | Public-Sector
Projects Deepen an Established Customer Base: |
| - | A
HK$18.8 million (approximately US$2.4 million) follow-on award expanded SU Group’s
work on a major hospital project to a combined HK$107.3 million (US$13.7 million) in
disclosed contracts. The new scope covers nurse call, power quality and lighting management
systems, adding to the Company’s role in essential healthcare infrastructure. |
| - | The
Company also won a government-linked security contract valued at more than US$1 million
for a Hong Kong cultural facility, covering CCTV, communications, access control and
water-leak detection; it said at the time that revenue was expected to be recognized
by the end of 2026. At the new Huanggang Port border crossing, SU Group was awarded the
supply and installation of six under-vehicle surveillance systems. A separate Civil Aviation
Department contract calls for AI- and IoT-enabled site-safety systems at four navigation-station
construction sites. |
| ● | New
Distribution Rights Extend the Security and Safety Portfolio: |
| - | SU
Group secured exclusive Hong Kong and Macau distribution rights for HDX’s TRACELINE™
PX3 Portable X-Ray System, designed for specialized uses including explosive ordnance
disposal and fire investigation. In Macao, its subsidiary obtained exclusive rights to
GLM’s Inspec Spider, a robotic system for inspecting high-mast lighting from ground
level. |
| - | A
distribution agreement with GEZE added automatic door, window, smoke and heat extraction,
and other smart-building technologies. SU Group also partnered with Seetrue Screening
Ltd. to offer AI-powered X-ray screening in Hong Kong and Macau; compatibility with existing
X-ray machines gives the Company a way to approach current as well as new customers.
These agreements broaden what SU Group can offer alongside its engineering services,
although future sales depend on customer adoption. |
| ● | Training
Gains a Wider Audience: |
| - | Fortune
Jet became the first provider in Hong Kong approved to deliver recognized QASRS security
training in English, Cantonese and Mandarin, widening access for candidates seeking to
apply for a Security Personnel Permit. It also signed a three-party memorandum of understanding
to develop training, certification and practical-experience services across Shenzhen,
Hong Kong and Macau. That cross-border program remains a planned collaboration. |
About
SU Group Holdings Limited
SU
Group (Nasdaq: SUGP) is an integrated security-related services company providing security-related engineering services, security
guarding and screening services, and related vocational training in Hong Kong. Through its subsidiaries, it designs, supplies,
installs and maintains security systems for private- and public-sector customers. For more information, visit www.sugroup.com.hk.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the planned Form 6-K filing, the Company’s strategy, the PX3 distribution opportunity and future
sales and project execution. These statements reflect current expectations and are subject to risks and uncertainties that could
cause actual results to differ materially. These include the risks described in the Company’s filings with the U.S. Securities
and Exchange Commission. Forward-looking statements speak only as of the date of this release. The Company undertakes no obligation
to update them except as required by law.
Contact:
Global
IR Partners
David
Pasquale
Phone:
+1 914-337-8801
Email:
SUGP@globalirpartners.com
(Financial
Tables Follow)
SU
GROUP HOLDINGS LIMITED
UNAUDITED
AND UNREVIEWED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
| | |
For the Six Months Ended March 31, | |
| | |
2025 | | |
2026 (Unaudited and
Unreviewed) | | |
2026 (Unaudited and
Unreviewed) | |
| | |
HK$ | | |
HK$ | | |
US$ | |
| Revenues | |
| 107,912,380 | | |
| 86,344,444 | | |
| 11,019,366 | |
| Cost of revenues | |
| (85,953,617 | ) | |
| (68,514,067 | ) | |
| (8,743,835 | ) |
| Gross profit | |
| 21,958,763 | | |
| 17,830,377 | | |
| 2,275,531 | |
| | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| (24,921,087 | ) | |
| (20,970,287 | ) | |
| (2,676,249 | ) |
| Losses on disposal of property and equipment | |
| (1,772,107 | ) | |
| (778,900 | ) | |
| (99,404 | ) |
| | |
| | | |
| | | |
| | |
| Loss from operations | |
| (4,734,431 | ) | |
| (3,918,810 | ) | |
| (500,122 | ) |
| | |
| | | |
| | | |
| | |
| Other income (expenses) | |
| | | |
| | | |
| | |
| Other income | |
| 715,730 | | |
| 367,787 | | |
| 46,937 | |
| Finance expenses | |
| (149,000 | ) | |
| (5,603 | ) | |
| (715 | ) |
| Total other income, net | |
| 566,730 | | |
| 362,184 | | |
| 46,222 | |
| | |
| | | |
| | | |
| | |
| Loss before income tax expenses | |
| (4,167,701 | ) | |
| (3,556,626 | ) | |
| (453,900 | ) |
| Income tax expenses | |
| (359,767 | ) | |
| (683,092 | ) | |
| (87,177 | ) |
| Net loss attributable to SU Group Holdings Limited’s ordinary shareholders | |
| (4,527,468 | ) | |
| (4,239,718 | ) | |
| (541,077 | ) |
| | |
| | | |
| | | |
| | |
| Net loss per share | |
| | | |
| | | |
| | |
| Basic and diluted * | |
| (15.45 | ) | |
| (14.47 | ) | |
| (1.85 | ) |
| Weighted average number of shares | |
| | | |
| | | |
| | |
| Basic and diluted * | |
| 292,972 | | |
| 292,972 | | |
| 292,972 | |
| * |
The share amounts
and per share data are presented on a retroactive basis, giving effect to the completion of the share consolidation on August
6, 2026. |
SU
GROUP HOLDINGS LIMITED
UNAUDITED
AND UNREVIEWED CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
As of September 30, 2025 | | |
As of March 31, 2026 (Unaudited and
Unreviewed) | | |
As of March 31, 2026 (Unaudited and
Unreviewed) | |
| | |
HK$ | | |
HK$ | | |
US$ | |
| Assets | |
| | | |
| | | |
| | |
| Current assets | |
| | | |
| | | |
| | |
| Cash and cash equivalents | |
| 25,354,528 | | |
| 28,651,212 | | |
| 3,656,497 | |
| Trade receivables, net | |
| 34,247,307 | | |
| 34,221,178 | | |
| 4,367,342 | |
| Inventories, net | |
| 25,770,281 | | |
| 18,561,486 | | |
| 2,368,836 | |
| Prepaid expenses and other current assets | |
| 5,423,335 | | |
| 4,526,538 | | |
| 577,681 | |
| Retention receivables, net | |
| 3,729,411 | | |
| 2,756,843 | | |
| 351,831 | |
| Prepaid income tax | |
| 1,654,240 | | |
| — | | |
| — | |
| Total current assets | |
| 96,179,102 | | |
| 88,717,257 | | |
| 11,322,187 | |
| | |
| | | |
| | | |
| | |
| Non-current assets | |
| | | |
| | | |
| | |
| Property and equipment, net | |
| 6,810,456 | | |
| 5,205,303 | | |
| 664,306 | |
| Intangible assets, net | |
| 194,100 | | |
| 604,900 | | |
| 77,198 | |
| Goodwill | |
| 1,271,160 | | |
| 1,271,160 | | |
| 162,227 | |
| Restricted cash | |
| 9,890,171 | | |
| 10,111,578 | | |
| 1,290,450 | |
| Prepaid expenses and other non-current assets | |
| 3,448,366 | | |
| 2,986,966 | | |
| 381,200 | |
| Deferred offering expenses | |
| 155,763 | | |
| 2,058,550 | | |
| 262,714 | |
| Operating lease right-of-use assets, net | |
| 6,041,643 | | |
| 5,102,052 | | |
| 651,129 | |
| Investment in key management insurance policy | |
| 1,343,929 | | |
| 1,389,949 | | |
| 177,387 | |
| Deferred tax assets | |
| 613,415 | | |
| 736,320 | | |
| 93,970 | |
| Total non-current assets | |
| 29,769,003 | | |
| 29,466,778 | | |
| 3,760,581 | |
| TOTAL ASSETS | |
| 125,948,105 | | |
| 118,184,035 | | |
| 15,082,768 | |
| | |
| | | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
| Current liabilities | |
| | | |
| | | |
| | |
| Trade payables | |
| 7,646,188 | | |
| 6,324,678 | | |
| 807,162 | |
| Notes payables | |
| 1,957,870 | | |
| 1,484,395 | | |
| 189,440 | |
| Other payables | |
| 1,883,981 | | |
| 561,014 | | |
| 71,597 | |
| Accrued payroll and welfare | |
| 9,323,383 | | |
| 9,682,055 | | |
| 1,235,634 | |
| Operating lease liabilities – current | |
| 1,976,643 | | |
| 2,039,968 | | |
| 260,343 | |
| Income tax payable | |
| — | | |
| 201,806 | | |
| 25,755 | |
| Contract liabilities | |
| 11,340,672 | | |
| 9,862,022 | | |
| 1,258,601 | |
| Total current liabilities | |
| 34,128,737 | | |
| 30,155,938 | | |
| 3,848,532 | |
| | |
| | | |
| | | |
| | |
| Non-current liabilities | |
| | | |
| | | |
| | |
| Operating lease liabilities – non-current | |
| 3,540,340 | | |
| 2,504,275 | | |
| 319,598 | |
| Other payables – non-current | |
| 1,362,306 | | |
| 1,124,850 | | |
| 143,555 | |
| Other liabilities | |
| 766,000 | | |
| 674,000 | | |
| 86,017 | |
| Total non-current liabilities | |
| 5,668,646 | | |
| 4,303,125 | | |
| 549,170 | |
| Total liabilities | |
| 39,797,383 | | |
| 34,459,063 | | |
| 4,397,702 | |
| | |
| | | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | | |
| | |
| | |
| | | |
| | | |
| | |
| Shareholders’ equity | |
| | | |
| | | |
| | |
| Class A ordinary shares (par value of HK$0.5 per share; 149,819,664 ordinary shares authorized and 112,636 and 112,636 ordinary shares issued and outstanding as of September 30, 2025 and March 31, 2026, respectively.) * | |
| 56,309 | | |
| 56,309 | | |
| 7,186 | |
| Class B ordinary shares (par value of HK$0.5 per share; 180,336 ordinary shares authorized and 180,336 and 180,336 ordinary shares issued and outstanding as of September 30, 2025 and March 31, 2026, respectively.) * | |
| 90,168 | | |
| 90,168 | | |
| 11,507 | |
| Additional paid-in capital | |
| 53,163,910 | | |
| 54,977,878 | | |
| 7,016,333 | |
| Retained earnings | |
| 32,840,335 | | |
| 28,600,617 | | |
| 3,650,040 | |
| Total SU Group Holdings Limited shareholders’ equity and total shareholders’ equity | |
| 86,150,722 | | |
| 83,724,972 | | |
| 10,685,066 | |
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| 125,948,105 | | |
| 118,184,035 | | |
| 15,082,768 | |
| * |
The share amounts
and per share data are presented on a retroactive basis, giving effect to the completion of the share consolidation on August
6, 2026. |
U.S.
dollar figures are provided solely for convenience at US$1.00 = HK$7.8357, the March 31, 2026 closing rate stated in the interim
financial statements. The Company’s reporting currency is HK$. Certain comparative current-asset line items were reclassified
without affecting total current assets or previously reported results.