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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

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

EX-99.1 2 ex99-1.htm EX-99.1

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		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	)

EX-99.3 4 ex99-3.htm EX-99.3

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

Cost of revenue

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%.

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

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.