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Ming Shing Group Holdings Ltd

Ming Shing Group Holdings LtdMSW财报

Nasdaq

What changed in Ming Shing Group Holdings Ltd's 20-F — 2024 vs 2025

Top changes in Ming Shing Group Holdings Ltd's 2025 20-F

370 paragraphs added · 322 removed · 228 edited across 4 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

63 edited+36 added−21 removed311 unchanged
In addition, Nasdaq has used its discretion to deny initial or continued listing or to apply additional and more stringent criteria in the instances, including but not limited to (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where a company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities.
In addition, Nasdaq has used its discretion to deny continued listing or to apply additional and more stringent criteria in the instances, including but not limited to: (i) where the company engaged an auditor that has not been subject to an inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach, or experience to adequately perform the company’s audit; (ii) where the company planned a small public offering, which would result in insiders holding a large portion of the company’s listed securities.
Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).Therefore, as confirmed by our PRC counsel, Chinese Commercial Law Firm, as of the date of this Annual Report, the CSRC’s approval or review is not required for the listing and trading of our Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures. 6 We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Moreover, pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the Basic Law, PRC laws and regulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to national defense, foreign affairs and other matters that are not within the scope of autonomy).Therefore, as confirmed by our PRC counsel, Chinese Commercial Law Firm, as of the date of this Annual Report, the CSRC’s approval or review is not required for the listing and trading of our Ordinary Shares in the U.S. exchange as provided under the M&A Rules and the Trial Measures. 16 We are aware that, recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including a cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq.
Nasdaq Listing Rule 5101 provides Nasdaq with broad discretionary authority over the initial and continued listing of securities in Nasdaq and Nasdaq may use such discretion to apply additional or more stringent criteria for the continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for continued listing on Nasdaq.
Nasdaq was concerned that an offering size was insufficient to establish the Company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management.
Nasdaq was concerned that the offering size was insufficient to establish the company’s initial valuation, and there would not be sufficient liquidity to support a public market for the company; and (iii) where the company did not demonstrate sufficient nexus to the U.S. capital market, including having no U.S. shareholders, operations, or members of the board of directors or management.
Ming Shing Group Holdings Limited is a holding company, and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. 4 Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
Ming Shing Group Holdings Limited is a holding company, and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries for our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. 14 Our board of directors has complete discretion in deciding whether to distribute dividends, subject to certain restrictions under Cayman Islands law, namely that our company may only pay dividends out of profits or share premium, and provided always that in no circumstances may a dividend be paid if this would result in our company being unable to pay its debts as they fall due in the ordinary course of business.
This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former U.S.
This law defines the duties and government bodies of the Hong Kong National Security Law for safeguarding national security and four categories of offences — secession, subversion, terrorist activities, and collusion with a foreign country or external elements to endanger national security — and their corresponding penalties. On July 14, 2020, the former and current U.S.
Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations. 8 As confirmed by our PRC Counsel, China Commercial Law Firm, based on their understanding of the PRC laws and regulations currently in effect, as of the date of this Annual Report, neither we nor our Operating Subsidiaries, is subject to the M&A Rules, the Trial Measures, the Confidentiality Provisions, the Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this Annual Report, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities.
Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations. 18 As confirmed by our PRC Counsel, China Commercial Law Firm, based on their understanding of the PRC laws and regulations currently in effect, as of the date of this Annual Report, neither we nor our Operating Subsidiaries, is subject to the M&A Rules, the Trial Measures, the Confidentiality Provisions, the Measures or the regulations or policies that have been issued by the CSRC or the CAC as of the date of this Annual Report, nor are we currently covered by permission requirements from the CSRC, the CAC or any other PRC governmental agency that is required to approve our listing on the U.S. exchanges and offering securities.
There is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., however, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: ● is given by a foreign court of competent jurisdiction; ● imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; ● is final; ● is not in respect of taxes, a fine or a penalty; ● was not obtained by fraud; and ● is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. 28 Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
There is no statutory enforcement in the Cayman Islands of judgments obtained in the U.S., however, the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: ● is given by a foreign court of competent jurisdiction; ● imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; ● is final; ● is not in respect of taxes, a fine or a penalty; ● was not obtained by fraud; and ● is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. 40 Subject to the above limitations, in appropriate circumstances, a Cayman Islands court may give effect in the Cayman Islands to other kinds of final foreign judgments such as declaratory orders, orders for performance of contracts and injunctions.
Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may: ● further limit our ability to pay dividends or require us to seek consents for the payment of dividends; ● increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs; and ● limit our flexibility in planning for, or reacting to, changes in our business and our industry. 25 We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
Alternatively, if we meet such funding requirements by way of additional debt financing, we may have restrictions placed on us through such debt financing arrangements which may: ● further limit our ability to pay dividends or require us to seek consents for the payment of dividends; ● increase our vulnerability to general adverse economic and industry conditions; ● require us to dedicate a substantial portion of our cash flows from operations to service our debt, thereby reducing the availability of our cash flow to fund capital expenditure, working capital requirements and other general corporate needs; and ● limit our flexibility in planning for, or reacting to, changes in our business and our industry. 37 We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless. 5 Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares, potentially rendering them worthless. 15 Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above. 21 Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this Annual Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards.
Although our auditor was not identified by the PCAOB in its report as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022, should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, this could adversely affect us and our securities for the reasons noted above. 33 Our auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this Annual Report, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess our auditor’s compliance with the applicable professional standards.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for 2023 or any future taxable year. 29 If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for 2023 or any future taxable year. 41 If we are a PFIC in any taxable year, a U.S. holder may incur significantly increased United States income tax on gain recognized on the sale or other disposition of the Ordinary Shares and on the receipt of distributions on the Ordinary Shares to the extent such gain or distribution is treated as an “excess distribution” under the United States federal income tax rules.
Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. 9 Risks Related to Our Business and Industry Our performance depends on market conditions and trends in the wet trades works industry and if there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, the availability of wet trades works projects in Hong Kong may decrease significantly.
Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. 19 Risks Related to Our Business and Industry Our performance depends on market conditions and trends in the wet trades works industry and if there is any slowdown (in terms of transaction volume and price) of the property market in Hong Kong, the availability of wet trades works projects in Hong Kong may decrease significantly.
The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers. 22 We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies .
The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers. 34 We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make it more difficult to compare our performance with other public companies .
In the event that we or our subcontractors fail to retain existing labor and/or recruit sufficient labor in a timely manner to cope with the demand of our existing or future jobs and/or there is a significant increase in the costs of labor, we may not be able to complete our jobs on schedule and/or within budget and our operations and profitability may be adversely affected. 17 Wet trades works is often labor-intensive and we cannot be certain that there will be sufficient workers for projects when needed.
In the event that we or our subcontractors fail to retain existing labor and/or recruit sufficient labor in a timely manner to cope with the demand of our existing or future jobs and/or there is a significant increase in the costs of labor, we may not be able to complete our jobs on schedule and/or within budget and our operations and profitability may be adversely affected. 27 Wet trades works is often labor-intensive and we cannot be certain that there will be sufficient workers for projects when needed.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 23 Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 35 Because we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits. 15 Events such as epidemics, natural disasters, adverse weather conditions, political unrest and terrorist attacks could significantly delay, or even prevent us from completing, our projects.
If any third-party infringement claims are brought against us, we may be forced to divert management’s time and other resources from our business and operations to defend against these claims, regardless of their merits. 25 Events such as epidemics, natural disasters, adverse weather conditions, political unrest and terrorist attacks could significantly delay, or even prevent us from completing, our projects.
The major types of materials sourced from our suppliers included Portland cement, hydraulic lime, concrete blocks, aggregates and sand. We cannot assure you that our favorable working relationships with our suppliers will continue in the future. In addition, there have historically been periods of supply shortages in our industry. 11 The inability to purchase materials could severely impact our business.
The major types of materials sourced from our suppliers included Portland cement, hydraulic lime, concrete blocks, aggregates and sand. We cannot assure you that our favorable working relationships with our suppliers will continue in the future. In addition, there have historically been periods of supply shortages in our industry. 21 The inability to purchase materials could severely impact our business.
As such, our revenue and profitability may fluctuate and we cannot assure you that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions. 18 Risks Related to Doing Business in Hong Kong Hong Kong’s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.
As such, our revenue and profitability may fluctuate and we cannot assure you that we will be able to maintain our historical financial performance in times of difficult or unstable economic conditions. 28 Risks Related to Doing Business in Hong Kong Hong Kong’s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.
In the event of non-renewal of such registration, our reputation, our ability to obtain future businesses, and our business and financial position and prospects could be materially and adversely affected. 16 We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.
In the event of non-renewal of such registration, our reputation, our ability to obtain future businesses, and our business and financial position and prospects could be materially and adversely affected. 26 We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.
Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers. 27 Our corporate affairs are governed by our Amended Memorandum and Articles, the Companies Act and the common law of the Cayman Islands.
Even if shareholders are successful in bringing an action of this kind, the laws of the Cayman Islands and Hong Kong may render them unable to enforce a judgment against our assets or the assets of our directors and officers. 39 Our corporate affairs are governed by our Amended Memorandum and Articles, the Companies Act and the common law of the Cayman Islands.
We maintain insurance coverage in amounts and against the risks we believe are consistent with industry practice, but this insurance may be inadequate or unavailable to cover all losses or liabilities we may incur in our operations. 13 Our insurance policies are subject to varying levels of deductibles.
We maintain insurance coverage in amounts and against the risks we believe are consistent with industry practice, but this insurance may be inadequate or unavailable to cover all losses or liabilities we may incur in our operations. 23 Our insurance policies are subject to varying levels of deductibles.
The material weaknesses identified related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S.
Previously our management identified material weaknesses related to (1) our lack of sufficient full-time personnel with appropriate levels of accounting knowledge and experience to monitor the daily recording of transactions, address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S.
The trend of more expansive and stringent environmental legislation and regulations applied to our industry could continue, resulting in increased costs of doing business and consequently affecting profitability. 12 We may not be able to implement our business plans effectively to achieve future growth.
The trend of more expansive and stringent environmental legislation and regulations applied to our industry could continue, resulting in increased costs of doing business and consequently affecting profitability. 22 We may not be able to implement our business plans effectively to achieve future growth.
Any difficulty in collecting a substantial portion of our trade receivables and contract assets could materially and adversely affect our cash flows and financial positions. 14 We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiaries.
Any difficulty in collecting a substantial portion of our trade receivables and contract assets could materially and adversely affect our cash flows and financial positions. 24 We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiaries.
For the fiscal years ended March 31, 2024, 2023 and 2022, the majority of our revenue was derived from wet trades works in Hong Kong. The future development of the wet trades works industry and the availability of wet trades works projects in Hong Kong largely depend on the continued development of the property market in Hong Kong.
For the fiscal years ended March 31, 2025, 2024 and 2023, the majority of our revenue was derived from wet trades works in Hong Kong. The future development of the wet trades works industry and the availability of wet trades works projects in Hong Kong largely depend on the continued development of the property market in Hong Kong.
For the fiscal years ended March 31, 2024, 2023 and 2022, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future.
For the fiscal years ended March 31, 2025, 2024 and 2023, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future.
For the fiscal years ended March 31, 2024, 2023 and 2022, our revenue was derived from wet trades works in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.
For the fiscal years ended March 31, 2025, 2024 and 2023, our revenue was derived from wet trades works in Hong Kong. The Hong Kong legal system embodies uncertainties which could limit the legal protections available to you and us.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our Ordinary Shares.
A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors You should carefully consider all the information in this Annual Report, including various changing regulatory, competitive, economic, political and social risks and conditions described below, before making an investment in our Ordinary Shares.
Moreover, if there is significant change to the applicable laws, regulations, or interpretations change, that require us to obtain approvals from the CSRC or other PRC regulatory agencies on, among others, the M&A Rules, the Trial Measures and the Confidentiality Provisions at any stage, including but not limited, upon the completion of the Company’s initial public offering, in the future, and, if in such event, we or our Hong Kong subsidiaries (i) do not receive or maintain the approval, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) are required to obtain such permissions or approvals in the future if applicable laws, regulations, or interpretations change, or (iv) are denied permission from the CSRC or any other PRC regulatory agencies, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of investors and cause the value of Ordinary Shares to significantly decline or be worthless.
Moreover, if there is significant change to the applicable laws, regulations, or interpretations change, that require us to obtain approvals from the CSRC or other PRC regulatory agencies on, among others, the M&A Rules, the Trial Measures and the Confidentiality Provisions at any stage, including but not limited, in the future, and, if in such event, we or our Hong Kong subsidiaries (i) do not receive or maintain the approval, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) are required to obtain such permissions or approvals in the future if applicable laws, regulations, or interpretations change, or (iv) are denied permission from the CSRC or any other PRC regulatory agencies, we will not be able to list our Ordinary Shares on a U.S. exchange, or continue to offer securities to investors, which would materially affect the interests of investors and cause the value of Ordinary Shares to significantly decline or be worthless.
Chi Ming Lam, owns approximately 100% of the aggregate voting power of our outstanding Ordinary Shares. As a result, Mr. Chi Ming Lam has the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.
Chi Ming Lam, owns approximately 81.34% of the aggregate voting power of our outstanding Ordinary Shares. As a result, Mr. Chi Ming Lam has the ability to control the outcome of matters submitted to the shareholders for approval, including the election of directors and any merger, consolidation, or sale of all or substantially all of our assets.
If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete the initial public offering or cause the value of our Ordinary Shares to significantly decline or become worthless. 7 On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
If any or all of the foregoing were to occur, it may significantly limit or completely hinder our ability to complete subsequent public offerings or cause the value of our Ordinary Shares to significantly decline or become worthless. 17 On February 17, 2023, the CSRC released the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines, which came into effect on March 31, 2023.
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our British Virgin Islands subsidiary, MS (HK) Construction Engineering Limited, and our Hong Kong Operating Subsidiaries.
If we determine to pay dividends on any of our Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our British Virgin Islands subsidiaries, MS (HK) Construction Engineering Limited and Lead Benefit (HK) Limited, and our Hong Kong Operating Subsidiaries and Lead Benefit (HK) Limited.
Any significant increase in competition may result in lower operating margins and loss of market share, which may adversely affect our profitability and operating results. During the fiscal years ended March 31, 2024, 2023 and 2022, our five largest customers accounted for a significant portion of our total revenue.
Any significant increase in competition may result in lower operating margins and loss of market share, which may adversely affect our profitability and operating results. During the fiscal years ended March 31, 2025 and 2024, our five largest customers accounted for a significant portion of our total revenue.
In addition, the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) requires that an employee is entitled to be paid wages in respect of any wage period of not less than the minimum wage, which shall be derived by reference to the prescribed minimum hourly wage rate (currently set at HK$40 per hour (effective from May 1, 2023)).
In addition, the Minimum Wage Ordinance (Chapter 608 of the Laws of Hong Kong) requires that an employee is entitled to be paid wages in respect of any wage period of not less than the minimum wage, which shall be derived by reference to the prescribed minimum hourly wage rate (currently set at HK$42.1 per hour (effective from May 1, 2025)).
As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the fiscal years ended March 31, 2024, 2023 and 2022. 10 Any material inaccurate cost estimation or cost overruns may adversely affect our financial results.
As a result, there is no assurance that our revenue and profit margin in the future will remain at a level comparable to those recorded during the fiscal years ended March 31, 2025, 2024 and 2023. 20 Any material inaccurate cost estimation or cost overruns may adversely affect our financial results.
However, the recent developments would add uncertainties to our Offering and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
However, the recent developments would add uncertainties to any future public offerings and we cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.
For example, to the extent that we are required to convert U.S. dollars we receive from the Company’s initial public offering into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion.
For example, to the extent that we are required to convert U.S. dollars we receive from the Company’s future public offerings into Hong Kong dollars for our operations, fluctuations in the exchange rates between Hong Kong dollars against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion.
If the filing procedure with the CSRC under the Trial Measures is required for the initial public offering and any future offerings, listing or any other capital raising activities by us, it is uncertain whether we could complete the filing procedure in a timely manner, or at all.
If the filing procedure with the CSRC under the Trial Measures is required for any future offerings, listing or any other capital raising activities by us, it is uncertain whether we could complete the filing procedure in a timely manner, or at all.
In particular, one of our top customers contributed approximately 62.2%, 42.1% and 23.6% of our total revenue for the fiscal years ended March 31, 2024, 2023 and 2022. We were engaged by our customers on a project-by-project basis. There is no assurance that we will continue to obtain contracts from our major customers in the future.
In particular, one of our top customers contributed approximately 19.5%, 62.2%, and 42.1% of our total revenue for the fiscal years ended March 31, 2025, 2024, and 2023. We were engaged by our customers on a project-by-project basis. There is no assurance that we will continue to obtain contracts from our major customers in the future.
The publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business and the Company’s initial public offering in the future. As of the date of this Annual Report, our Hong Kong Operating Subsidiaries do not have any mainland China individuals as clients.
The publication of the Measures indicates greater oversight by the CAC over data security, which may impact our business and the Company’s subsequent offerings in the future. As of the date of this Annual Report, our Hong Kong Operating Subsidiaries do not have any mainland China individuals as clients.
If our Operating Subsidiaries do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares. Our significant shareholder has considerable influence over our corporate matters. Mr. Chi Ming Lam beneficially owns and controls 11,250,000 Ordinary Shares that correspond to 100% of our issued and outstanding Ordinary Shares. Mr.
If our Operating Subsidiaries do not generate sufficient cash flow, we may be unable to make distributions and dividends on the shares. Our significant shareholder has considerable influence over our corporate matters. Mr. Chi Ming Lam beneficially owns and controls 10,554,000 Ordinary Shares that correspond to 81.34% of our issued and outstanding Ordinary Shares. Mr.
Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
Accordingly, during any time while we remain a controlled company relying on the exemption and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.
If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approvals are required for our offering, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.
If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approvals are required for our future public offerings, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”. As of the date of this Annual Report, we incur significant legal, accounting and other expenses as a public company that we did not incur as a private company.
See also “Item 16G. Corporate Governance.” We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”. As of the date of this Annual Report, we incur significant legal, accounting and other expenses as a public company that we did not incur as a private company.
A significant portion of our revenue was derived from a limited number of customers. Our five largest customers for the fiscal years ended March 31, 2024, 2023 and 2022 accounted for approximately 9 1 .7%, 93.4% and 92.8% of our revenue in the corresponding periods, respectively.
A significant portion of our revenue was derived from a limited number of customers. Our five largest customers for the fiscal years ended March 31, 2025, 2024, and 2023 accounted for approximately 74.9%, 91.7%, and 93.4% of our revenue in the corresponding periods, respectively.
We could be subject to approval or review by Chinese regulatory authorities to pursue the Company’s initial public offering.
We could be subject to approval or review by Chinese regulatory authorities to pursue the Company’s future public offerings.
Further, we are headquartered in Hong Kong, with our chief executive officer, chief financial officer and all members of the board of directors of Ming Shing Group Holdings Limited are based in Hong Kong are not mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong and we have not generated any revenues or profits in mainland China.
Wenjin Li, our chief executive officer and chairman, who is based in the PRC, our chief financial officer and all members of the board of directors of Ming Shing Group Holdings Limited are based in Hong Kong and are not mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong and we have not generated any revenues or profits in mainland China.
The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our Offering.
Nasdaq might apply the additional and more stringent criteria for our continued listing. 30 The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB.
Before the initial public offering, we were a private company with limited resources. As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm the business of the Operating Subsidiaries and the trading price of our Ordinary Shares.
As a result, we may not discover any problems in a timely manner and current and potential shareholders could lose confidence in our financial reporting, which would harm the business of the Operating Subsidiaries and the trading price of our Ordinary Shares.
However, we cannot assure you that these measures may fully address the material weakness in our internal control over financial reporting or that we may not identify additional material weaknesses or significant deficiencies in the future. 26 We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls.
However, we cannot assure you that we may not identify additional material weaknesses or significant deficiencies in the future. 38 We are subject to the requirement that we maintain internal controls and that management perform periodic evaluation of the effectiveness of the internal controls. Effective internal control over financial reporting is important to prevent fraud.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China.
Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China.
If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including: ● a limited availability of market quotations for our Ordinary Shares; ● reduced liquidity for our Ordinary Shares; ● a determination that our Ordinary Shares are “penny stock”, which would require brokers trading in our Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares; ● a limited amount of news about us and analyst coverage of us; and ● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.
If this were to occur, we could face significant material adverse consequences, including: ● a limited availability of market quotations for our securities; ● reduced liquidity for our securities; ● a determination that our ordinary shares come within the definition of “penny stock” which will require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; ● a limited amount of news and analyst coverage; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
Our auditor is headquartered in Denver, Colorado, and has been inspected by the PCAOB on a regular basis with the last inspection in 2023.
Our auditor is headquartered in Richmond Hill, Ontario, Canada, and has been inspected by the PCAOB on a regular basis with the last inspection in 2024.
Effective internal control over financial reporting is important to prevent fraud. As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls.
As a result, our business, our financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls. Before the initial public offering, we were a private company with limited resources.
GAAP training programs and webinars for our financial reporting and accounting personnel; ii) established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (see “ Item 6.
Our management has implemented steps necessary to remediate the underlying causes of these material weaknesses, including (i) conducting regular and continuous U.S. GAAP training programs and webinars for our financial reporting and accounting personnel; ii) established three committees under the board of directors: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (see “ Item 6.
Our current auditor, ZH CPA, LLC, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022.
Our current auditor, SRCO Professional Corporation Chartered Professional Accountants, is not headquartered in mainland China or Hong Kong and was not identified by the PCAOB in its report on December 16, 2021 as a firm subject to the PCAOB’s determinations, which determinations were vacated on December 15, 2022. 32 On August 26, 2022, the PCAOB signed a Statement of Protocol, or SOP, Agreement with the CSRC and China’s Ministry of Finance.
If our Operating Subsidiaries in Hong Kong are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. 19 Nasdaq may apply additional and more stringent criteria for our continued listing.
If our Operating Subsidiaries in Hong Kong are determined to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position and results of operations could be materially and adversely affected. 29 An active trading market for our Ordinary Shares or our Ordinary Shares may not continue and the trading price for our Ordinary Shares may fluctuate significantly.
If we were to experience insurance claims or costs above our estimates, we may be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations. Certain data and information in this Annual Report were obtained from third-party sources and were not independently verified by us.
If we were to experience insurance claims or costs above our estimates, we may be required to use working capital to satisfy these claims rather than using working capital to maintain or expand our operations.
If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed.
If we fail to address and comply with these regulations and any subsequent changes, we may be subject to penalty and our business may be harmed. Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
In response, on November 23, 2020, the SEC issued guidance highlighting certain risks, and their implications to U.S. investors, associated with investments in China-based issuers and summarizing enhanced disclosures the SEC recommends China-based issuers make regarding such risks. 20 On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022.
On December 2, 2021, the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA, which took effect on January 10, 2022.
We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. 36 We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.
Directors, Senior Management and Employees” for details); iii) actively hiring more qualified staff to fill up the key roles in the operations; and iv) setting up a financial and system control framework with formal documentation of polices and controls in place.
Directors, Senior Management and Employees” for details); and iii) actively hired more qualified staff to fill up the key roles in the operations. Management believes that it has completed its remediation activities by testing the operating effectiveness of the enhanced controls and found them to be effective.
Removed
We engaged Frost & Sullivan to prepare a commissioned industry report that analyzes the Hong Kong construction industry. Information and data relating to the Hong Kong construction industry were derived from Frost & Sullivan’s industry report. Statistical data included in the Frost & Sullivan report also include projections based on a number of assumptions.
Added
Item 3. Key Information — Our Holding Company Structure ,” we are advised by Hong Kong counsel, David Fong & Co., that neither we nor our Operating Subsidiaries are required to obtain permission or approval from Hong Kong authorities to offer the securities being registered to foreign investors.
Removed
The construction industry may not grow at the rate projected by market data, or at all. Any failure of the Hong Kong construction industry to grow at the projected rate may have a material adverse effect on our business and the market price of our Ordinary Shares.
Added
Should there be any change in applicable laws, regulations, or interpretations, and we or any of our subsidiaries are required to obtain such permissions or approvals in the future, we will strive to comply with the then applicable laws, regulations, or interpretations.
Removed
Furthermore, if any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.
Added
In other words, although the Company is currently not required to obtain permission from any of the Hong Kong authorities and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by Hong Kong governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by Hong Kong government with little advance notice. 13 For more details, see “Risk Factors - Risks Related to Our Corporate Structure - We may become subject to a variety of PRC laws and other obligations regarding M&A Rules, the Trial Measures and data security, and any failure to comply with applicable laws and obligations could have a material and adverse effect on our business, financial condition and results of operations” on page 16 of this annual report.
Removed
We have not independently verified the data and information contained in the Frost & Sullivan report or any third-party publications and reports Frost & Sullivan has relied on in preparing its report. Data and information contained in such third-party publications and reports may be collected using third-party methodologies, which may differ from the data collection methods used by us.
Added
Further, we are headquartered in Hong Kong, other than Mr.
Removed
In addition, these industry publications and reports generally indicate that the information contained therein is believed to be reliable, but do not guarantee the accuracy and completeness of such information.
Added
Our Ordinary Shares are listed on the Nasdaq. We cannot assure you that a liquid public market for our Ordinary Shares will continue. If an active public market for our ordinary shares does not continue, the market price and liquidity of our Ordinary Shares may be materially and adversely affected.
Removed
In respect of any of the aforementioned concerns, we may be subject to additional and more stringent criteria of Nasdaq for our continued listing, which might cause delay or even denial of our listing application for our Ordinary Shares.
Added
As a result, investors in our securities may experience a significant decrease in the value of their Ordinary Shares. As a “controlled company” under the rules of Nasdaq, we may choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.
Removed
If we fail to meet applicable listing requirements, Nasdaq may not approve our listing application, or may delist our Ordinary Shares from trading, in which case the liquidity and market price of our Ordinary Shares could decline. We will seek to have our securities approved for listing on the Nasdaq Capital Market upon consummation of the Company’s initial public offering.
Added
Our directors and officers beneficially own a majority of the voting power of our issued and outstanding Ordinary Shares.
Removed
The closing of the Offering is conditional upon Nasdaq’s final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved, we will not complete the Offering.
Added
Under Nasdaq Rule 4350(c), a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in the Nasdaq Rules, and the requirement that our Compensation Committee and Nominating and Corporate Governance Committee consist entirely of independent directors.
Removed
We cannot assure you that we will be able to meet Nasdaq’s initial listing standards, or that we will be able to meet the continued listing standards of Nasdaq in the future.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

67 edited+56 added−39 removed200 unchanged
In consideration for these acquisitions, our Company allotted and issued 11,249 ordinary shares of US$1 each, credited as fully paid, to Mr. Chi Ming Lam. On December 5, 2022, Mr.
Chi Ming Lam. In consideration for these acquisitions, our Company allotted and issued 11,249 ordinary shares of US$1 each, credited as fully paid, to Mr. Chi Ming Lam. On December 5, 2022, Mr.
Chi Ming Lam has been a shareholder and director of MS (HK) Engineering Limited since its incorporation. MS Engineering Co., Limited was incorporated in Hong Kong on March 27, 2019 by an independent third party. On October 20, 2021, Mr. Chi Ming Lam purchased all the shares and became its shareholder.
Chi Ming Lam has been a shareholder and director of MS (HK) Engineering Limited since its incorporation. MS Engineering Co., Limited was incorporated in Hong Kong on March 27, 2019 by an independent third party. On October 20, 2021, Mr. Chi Ming Lam purchased all the shares and became its shareholder.
The Construction Workers Registration Ordinance also contains a “designated workers for designated skills” provision, which provides that only registered skilled or semi-skilled workers of designated trade divisions are permitted to carry out construction works on construction sites relating to those trade divisions independently.
The Construction Workers Registration Ordinance also contains a “designated workers for designated skills” provision, which provides that only registered skilled or semi-skilled workers of designated trade divisions are permitted to carry out construction works on construction sites relating to those trade divisions independently.
The circumstances that may lead to regulatory actions be taken against a registered specialist trade contractor include, but are not limited to (a) a petition for winding-up or bankruptcy has been filed against the registered specialist trade contractor or other financial problems; (b) registered specialist trade contractor’s failure to answer queries or provide information relevant to the registration within the prescribed time specified by the committee of the Construction Industry Council; (c) misconduct or suspected misconduct of the registered specialist trade contractor; (d) court conviction or violation of any law by the registered specialist trade contractor, including but not limited to the Factories and Industrial Undertakings Ordinance, Occupational Safety and Health Ordinance, Employment Ordinance, Mandatory Provident Fund Schemes Ordinance, Immigration Ordinance, Prevention of Bribery Ordinance, Construction Industry Council Ordinance, Construction Workers Registration Ordinance; (e) matters of public interest; (f) serious or suspected serious poor performance or other serious causes in any public or private sector works contract; and (g) the registered specialist trade contractor’s failure to comply with any provisions of the Rules and Procedures for the Registered Specialist Trade Contractors Scheme. 48 Regulatory actions The Committee may instigate regulatory actions against a registered subcontractor by directing that: (a) written strong direction and/or warning be given to a registered subcontractor; (b) a registered subcontractor to submit an improvement plan with the contents as specified and within a specified period; (c) a registered subcontractor be suspended from registration for a specified duration; or (d) the registration of a registered subcontractor be revoked.
The circumstances that may lead to regulatory actions be taken against a registered specialist trade contractor include, but are not limited to (a) a petition for winding-up or bankruptcy has been filed against the registered specialist trade contractor or other financial problems; (b) registered specialist trade contractor’s failure to answer queries or provide information relevant to the registration within the prescribed time specified by the committee of the Construction Industry Council; (c) misconduct or suspected misconduct of the registered specialist trade contractor; (d) court conviction or violation of any law by the registered specialist trade contractor, including but not limited to the Factories and Industrial Undertakings Ordinance, Occupational Safety and Health Ordinance, Employment Ordinance, Mandatory Provident Fund Schemes Ordinance, Immigration Ordinance, Prevention of Bribery Ordinance, Construction Industry Council Ordinance, Construction Workers Registration Ordinance; (e) matters of public interest; (f) serious or suspected serious poor performance or other serious causes in any public or private sector works contract; and (g) the registered specialist trade contractor’s failure to comply with any provisions of the Rules and Procedures for the Registered Specialist Trade Contractors Scheme. 62 Regulatory actions The Committee may instigate regulatory actions against a registered subcontractor by directing that: (a) written strong direction and/or warning be given to a registered subcontractor; (b) a registered subcontractor to submit an improvement plan with the contents as specified and within a specified period; (c) a registered subcontractor be suspended from registration for a specified duration; or (d) the registration of a registered subcontractor be revoked.
Pursuant to the Code of Practice on Safety Management issued by the Labor Department, a safety auditor should (i) understand his task and be competent to carry it out; (ii) be familiar with the industry and the processes being carried out in the relevant industrial undertaking; (iii) have a good knowledge of the safety management practices in the industry; and (iv) have the necessary experience and knowledge to enable him to evaluate performance and identify deficiencies effectively, while a safety review officer should (i) have a good understanding of the operation of the relevant industrial undertaking in respect of which he conducts the safety review; (ii) have a good understanding of the legal requirements in force in Hong Kong relating to industrial safety and health; and (iii) have received appropriate training in how to review the effectiveness of a safety management system with a view to improving it. 50 Factories and Industrial Undertakings (Loadshifting Machinery) Regulation (Chapter 59AG of the Laws of Hong Kong) (“Loadshifting Machinery Regulations”) Under regulation 3 of the Loadshifting Machinery Regulations, the responsible person of a loadshifting machine shall ensure that the machine is only operated by a person who (i) has attained the age of 18 years; and (ii) holds a valid certificate applicable to the type of loadshifting machine to which that machine belongs.
Pursuant to the Code of Practice on Safety Management issued by the Labor Department, a safety auditor should (i) understand his task and be competent to carry it out; (ii) be familiar with the industry and the processes being carried out in the relevant industrial undertaking; (iii) have a good knowledge of the safety management practices in the industry; and (iv) have the necessary experience and knowledge to enable him to evaluate performance and identify deficiencies effectively, while a safety review officer should (i) have a good understanding of the operation of the relevant industrial undertaking in respect of which he conducts the safety review; (ii) have a good understanding of the legal requirements in force in Hong Kong relating to industrial safety and health; and (iii) have received appropriate training in how to review the effectiveness of a safety management system with a view to improving it. 64 Factories and Industrial Undertakings (Loadshifting Machinery) Regulation (Chapter 59AG of the Laws of Hong Kong) (“Loadshifting Machinery Regulations”) Under regulation 3 of the Loadshifting Machinery Regulations, the responsible person of a loadshifting machine shall ensure that the machine is only operated by a person who (i) has attained the age of 18 years; and (ii) holds a valid certificate applicable to the type of loadshifting machine to which that machine belongs.
We believe that our current insurance policies are sufficient for our operations. We have purchased life insurance with FWD Life Insurance Company (Bermuda) Limited for key management, being Mr. Lam (our director and CEO), with MSHK as beneficiary. The insured amount of the contract (death benefit) was USD1,000,000. Safety and Quality We place an emphasis on occupational health and safety.
We believe that our current insurance policies are sufficient for our operations. We have purchased life insurance with FWD Life Insurance Company (Bermuda) Limited for key management, being Mr. Lam (our director), with MSHK as beneficiary. The insured amount of the contract (death benefit) was USD1,000,000. Safety and Quality We place an emphasis on occupational health and safety.
We also maintain employees’ compensation insurance for our directors and employees at our office with Dah Sing Insurance Company (1976) Limited and China Taiping Insurance (HK) Company Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance and at common law for injuries sustained at work.
We also maintain employees’ compensation insurance for our directors and employees at our office with Dah Sing Insurance Company Limited and China Taiping Insurance (HK) Company Limited, which covers the liability to make payment in the case of death, injury or disability of all our employees under the Employees’ Compensation Ordinance and at common law for injuries sustained at work.
The principal contractor or superior subcontractor who pays an employee any wages under section 43C of the Employment Ordinance may either (i) claim contribution from every superior subcontractor to the employee’s employer or from the principal contractor and every other such superior subcontractor as the case may be, or (ii) deduct by way of set-off the amount paid by him from any sum due or may become due to the subcontractor in respect of the work that he has subcontracted. 52 Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property on the land.
The principal contractor or superior subcontractor who pays an employee any wages under section 43C of the Employment Ordinance may either (i) claim contribution from every superior subcontractor to the employee’s employer or from the principal contractor and every other such superior subcontractor as the case may be, or (ii) deduct by way of set-off the amount paid by him from any sum due or may become due to the subcontractor in respect of the work that he has subcontracted. 66 Occupiers Liability Ordinance (Chapter 314 of the Laws of Hong Kong) The Occupiers Liability Ordinance regulates the obligations of a person occupying or having control of premises on injury resulting to persons or damage caused to goods or other property on the land.
The percentage of mark-up may also vary substantially across projects due to factors such as (i) the size, duration and sector of the project; (ii) the number of years we have had a business relationship with the customer; (iii) the customer’s credit and financial history; (iv) the prospect of obtaining any future contracts from the customer; (v) the possibility of a positive impact to our reputation in the wet trades works industry; (vi) the likelihood of a material deviation from our cost estimate; and (vii) prevailing market conditions. 40 We may also obtain quotations from our suppliers in order to estimate our costs during the tender phase.
The percentage of mark-up may also vary substantially across projects due to factors such as (i) the size, duration and sector of the project; (ii) the number of years we have had a business relationship with the customer; (iii) the customer’s credit and financial history; (iv) the prospect of obtaining any future contracts from the customer; (v) the possibility of a positive impact to our reputation in the wet trades works industry; (vi) the likelihood of a material deviation from our cost estimate; and (vii) prevailing market conditions. 54 We may also obtain quotations from our suppliers in order to estimate our costs during the tender phase.
For construction activities that are to be carried out during the restricted hours and for percussive piling during the daytime, not being a general holiday, construction noise permits are required from the Director of the Environmental Protection Department in advance. 54 Under the Noise Control Ordinance, construction works that produce noises and the use of powered mechanical equipment (other than percussive piling) are not allowed between 7:00 p.m. and 7:00 a.m. or at any time on general holidays, unless prior approval has been granted by the Director of the Environmental Protection Department through the construction noise permit system.
For construction activities that are to be carried out during the restricted hours and for percussive piling during the daytime, not being a general holiday, construction noise permits are required from the Director of the Environmental Protection Department in advance. 68 Under the Noise Control Ordinance, construction works that produce noises and the use of powered mechanical equipment (other than percussive piling) are not allowed between 7:00 p.m. and 7:00 a.m. or at any time on general holidays, unless prior approval has been granted by the Director of the Environmental Protection Department through the construction noise permit system.
Unregistered skilled or semi-skilled workers are only allowed to carry out construction works of designated trade divisions (i) under the instruction and supervision of registered skilled or semi-skilled workers of relevant designated trade division(s); (ii) in proposed emergency works (i.e. construction works which are made or maintained consequential upon the occurrence of emergency incidents); or (iii) in small-scale construction works (e.g. value of works not exceeding HK$100,000). 49 Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) The Factories and Industrial Undertakings Ordinance provides for the safety and health protection to workers in an industrial undertaking.
Unregistered skilled or semi-skilled workers are only allowed to carry out construction works of designated trade divisions (i) under the instruction and supervision of registered skilled or semi-skilled workers of relevant designated trade division(s); (ii) in proposed emergency works (i.e. construction works which are made or maintained consequential upon the occurrence of emergency incidents); or (iii) in small-scale construction works (e.g. value of works not exceeding HK$100,000). 63 Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) The Factories and Industrial Undertakings Ordinance provides for the safety and health protection to workers in an industrial undertaking.
For the purpose of the Industry Schemes, the construction industry covers the following eight major categories: (1) foundation and associated works; (2) civil engineering and associated works; (3) demolition and structural alteration works; (4) refurbishment and maintenance works; (5) general building construction works; (6) fire services, mechanical, electrical and associated works; (7) gas, plumbing, drainage and associated works; and (8) interior fitting-out works. 53 The MPF Schemes Ordinance does not stipulate that employers in these two industries must join the Industry Schemes.
For the purpose of the Industry Schemes, the construction industry covers the following eight major categories: (1) foundation and associated works; (2) civil engineering and associated works; (3) demolition and structural alteration works; (4) refurbishment and maintenance works; (5) general building construction works; (6) fire services, mechanical, electrical and associated works; (7) gas, plumbing, drainage and associated works; and (8) interior fitting-out works. 67 The MPF Schemes Ordinance does not stipulate that employers in these two industries must join the Industry Schemes.
Our planned marketing efforts include (i) setting up dedicated web pages for advertising our services; (ii) placing advertisements in industry publications; (iii) sponsoring business events and charity functions organized by property developers and construction contractors; (iv) sending promotional booklets and other promotional materials for advertising our services; and (v) approaching potential customers more actively to secure new business opportunities for our wet trades works services. 42 Customers Our customers mainly include construction contractors in Hong Kong.
Our planned marketing efforts include (i) setting up dedicated web pages for advertising our services; (ii) placing advertisements in industry publications; (iii) sponsoring business events and charity functions organized by property developers and construction contractors; (iv) sending promotional booklets and other promotional materials for advertising our services; and (v) approaching potential customers more actively to secure new business opportunities for our wet trades works services. 56 Customers Our customers mainly include construction contractors in Hong Kong.
Similarly, an employee who suffers incapacity arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents. 51 According to section 15(1A) of the Employees’ Compensation Ordinance, employer shall report work injuries of its employee to the Commissioner of Labor not later than 14 days after the accident, irrespective of whether the accident gives rise to any liability to pay compensation.
Similarly, an employee who suffers incapacity arising from an occupational disease is entitled to receive the same compensation as that payable to employees injured in occupational accidents. 65 According to section 15(1A) of the Employees’ Compensation Ordinance, employer shall report work injuries of its employee to the Commissioner of Labor not later than 14 days after the accident, irrespective of whether the accident gives rise to any liability to pay compensation.
The results of MSHK were included in the financial statements for both periods and results of MSE were included commencing from October 20, 2021 (the “Reorganization”). 35 On June 2, 2023, Mr. Chi Ming Lam proposed to surrender 2,925,000 ordinary shares with a par value of US$0.0005 to the Company for no consideration (the “Second Surrendered Shares”).
The results of MSHK were included in the financial statements for both periods and results of MSE were included commencing from October 20, 2021 (the “Reorganization”). 47 On June 2, 2023, Mr. Chi Ming Lam proposed to surrender 2,925,000 ordinary shares with a par value of US$0.0005 to the Company for no consideration (the “Second Surrendered Shares”).
An approved renewal as a registered subcontractor shall be valid for three or five years from the expiry of the current registration whereas the approved renewal for a registered specialist trade contractor shall be valid for not less than 36 months after the decision date for that application for renewal. 47 Codes of Conduct A registered subcontractor and a registered specialist trade contractor shall observe the Codes of Conduct for Registered Subcontractor (Schedule 8 of the Rules and Procedures for the Primary Register of the Subcontractor Registration Scheme) (the “ Codes of Conduct ”).
An approved renewal as a registered subcontractor shall be valid for three or five years from the expiry of the current registration whereas the approved renewal for a registered specialist trade contractor shall be valid for not less than 36 months after the decision date for that application for renewal. 61 Codes of Conduct A registered subcontractor and a registered specialist trade contractor shall observe the Codes of Conduct for Registered Subcontractor (Schedule 8 of the Rules and Procedures for the Primary Register of the Subcontractor Registration Scheme) (the “ Codes of Conduct ”).
Established relationship with customers We have established long-standing relationships with some of our major customers. In particular, we have had over a thirteen year business relationship with a Hong Kong subsidiary of a renowned French industrial group that is a listed company on Euronext Paris mainly for the development of commercial and infrastructure projects.
Established relationship with customers We have established long-standing relationships with some of our major customers. In particular, we have had over a fourteen year business relationship with a Hong Kong subsidiary of a renowned French industrial group that is a listed company on Euronext Paris mainly for the development of commercial and infrastructure projects.
During the fiscal years ended March 31, 2024, 2023 and 2022 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.
During the fiscal years ended March 31, 2025, 2024, and 2023 and as of the date hereof, neither we nor any of our subsidiaries have been involved in any litigation, claim, administrative action or arbitration which had a material adverse effect on the operations or financial condition of the Company.
As a holding company with no material operations of our own, we conduct our business through our indirectly wholly-owned Hong Kong Operating Subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited. 36 MS (HK) Engineering Limited was incorporated in Hong Kong on October 12, 2012. Mr.
As a holding company with no material operations of our own, we conduct our business through our indirectly wholly-owned Hong Kong Operating Subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited. 50 MS (HK) Engineering Limited was incorporated in Hong Kong on October 12, 2012. Mr.
There are no Tender Limits imposed for Group 2. 46 Categories of registration Subcontractors may apply for registration on the Subcontractor Registration Scheme in one or more of 52 trades covering common structural, civil, finishing, electrical and mechanical works and supporting services.
There are no Tender Limits imposed for Group 2. 60 Categories of registration Subcontractors may apply for registration on the Subcontractor Registration Scheme in one or more of 52 trades covering common structural, civil, finishing, electrical and mechanical works and supporting services.
Our customers may also negotiate with respect to the scope of our service and/or propose amendments to our specifications as submitted in the tender. 39 Our customers generally confirm our engagement by issuing a letter of award or entering into a formal contract with us.
Our customers may also negotiate with respect to the scope of our service and/or propose amendments to our specifications as submitted in the tender. 53 Our customers generally confirm our engagement by issuing a letter of award or entering into a formal contract with us.
During the fiscal years ended March 31, 2024, 2023 and 2022, our cost of compliance with applicable environmental laws and regulations was minimal. See section titled “Regulations” below for more information.
During the fiscal years ended March 31, 2025, 2024 and 2023, our cost of compliance with applicable environmental laws and regulations was minimal. See section titled “Regulations” below for more information.
As part of the corporate reorganization which took place for the purposes of the offering, Mr. Chi Ming Lam, MSHK and our Company entered into a reorganization agreement dated November 25, 2022, pursuant to which MSC acquired 1 ordinary share of MSHK from Mr. Chi Ming Lam and acquired 10,000 ordinary shares of MSE from Mr. Chi Ming Lam.
As part of the corporate reorganization which took place for the purposes of the Company’s initial public offering, Mr. Chi Ming Lam, MSHK and our Company entered into a reorganization agreement dated November 25, 2022, pursuant to which MSC acquired 1 ordinary share of MSHK from Mr. Chi Ming Lam and acquired 10,000 ordinary shares of MSE from Mr.
Seasonality We do not experience any seasonality in our business. Insurance We mainly undertook projects as subcontractors for the fiscal years ended March 31, 2024, 2023 and 2022.
Seasonality We do not experience any seasonality in our business. Insurance We mainly undertook projects as subcontractors for the fiscal years ended March 31, 2025, 2024, and 2023 .
Our five largest suppliers accounted for approximately 16.9%, 23.8% and 16.8% of our cost of revenue for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. Equipment The equipment that we own mainly comprises of forklifts and plaster spray machines.
Our five largest suppliers accounted for approximately 15.9%, 16.9%, and 23.8% of our cost of revenue for the fiscal years ended March 31, 2025, 2024, and 2023, respectively. Equipment The equipment that we own mainly comprises of forklifts and plaster spray machines.
The following tables set forth the breakdown of our revenue by project sectors for each of the fiscal years ended March 31, 2024, 2023 and 2022.
The following tables set forth the breakdown of our revenue by project sectors for each of the fiscal years ended March 31, 2025, 2024, and 2023.
We have obtained all licenses required for carrying on our business activities for the fiscal years ended March 31, 2024, 2023 and 2022 and as of the date of this report. 44 Legal Proceedings We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
We have obtained all licenses required for carrying on our business activities for the fiscal years ended March 31, 2025, 2024, and 2023 and as of the date of this report. 58 Legal Proceedings We may from time to time become a party to various legal or administrative proceedings arising in the ordinary course of our business.
We believe that our proven track record of quality works, our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain our customers’ trust and give us a competitive edge when tendering for projects.
We take pride in our project portfolio in wet trades works. We believe that our proven track record of quality works, our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain our customers’ trust and give us a competitive edge when tendering for projects.
As of and subsequent to March 31, 2024, and as of the date of this Annual Report, we did not purchase any material equipment for operational use and do not have any other material commitments to capital expenditures as of March 31, 2024 or as of the date of this Annual Report. B.
As of and subsequent to March 31, 2025, and as of the date of this Annual Report, we did not purchase any material equipment for operational use and do not have any other material commitments to capital expenditures as of March 31, 2025 or as of the date of this Annual Report.
The following table sets out the details of our equipment: As of March 31, 2024 Forklifts 6 Plaster spray machines 4 Total 10 43 Depending on the service capacity and availability of our equipment, we may also lease certain equipment, such as forklift and plaster spray machine, from rental service providers.
The following table sets out the details of our equipment: As of March 31, 2025 Forklifts 6 Plaster spray machines 4 Total 10 57 Depending on the service capacity and availability of our equipment, we may also lease certain equipment, such as forklift and plaster spray machine, from rental service providers.
In consideration for these acquisitions, our Company allotted and issued 11,249 Ordinary Shares of US$1 each, credited as fully paid, to Mr. Chi Ming Lam.
In consideration for these acquisitions, our Company allotted and issued 11,249 Ordinary Shares of US$1 each, credited as fully paid, to Mr.
We believe that our proven track record for providing quality work, our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain trust from our existing customers and give us a competitive edge when tendering for projects.
We take pride in our project portfolio in wet trades works. We believe that our proven track record for providing quality work, our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain trust from our existing customers and give us a competitive edge when tendering for projects.
The number of customers with revenue contribution to us was 11 for the fiscal year ended March 31, 2022, 10 for the fiscal year ended March 31, 2023 and 11 for the fiscal year ended March 31, 2024.
The number of customers with revenue contribution to us was 10 for the fiscal year ended March 31, 2023, 11 for the fiscal year ended March 31, 2024, and 12 for the fiscal year ended March 31, 2025.
Principal Capital Expenditures and Divestitures For the year ended March 31, 2024, 2023 and 2022, we purchased property and equipment and ROU assets – finance lease of US$1,237,391, US$312,563 and nil, respectively, mainly for use in our operations.
Chi Ming Lam. 49 Principal Capital Expenditures and Divestitures For the year ended March 31, 2025, 2024, and 2023, we purchased property and equipment and ROU assets – finance lease of nil, US$1,237,391, and US$312,563, respectively, mainly for use in our operations.
Ming Shing Group Holdings Limited, the Cayman Islands holding company will rely on dividends paid by its subsidiaries, namely MS (HK) Construction Engineering Limited, our wholly-owned British Virgin Islands subsidiary and its wholly-owned Hong Kong subsidiaries, namely the Operating Subsidiaries, for Ming Shing Group Holdings Limited’s working capital and cash needs, including the funds necessary to pay any dividends.
Ming Shing Group Holdings Limited, the Cayman Islands holding company relies on dividends paid by its subsidiaries , namely MS (HK) Construction Engineering Limited and Lead Benefit International Limited, our wholly-owned British Virgin Islands subsidiaries and their wholly-owned Hong Kong subsidiaries, namely the Operating Subsidiaries and Lead Benefit (HK) Limited, for Ming Shing Group Holdings Limited’s working capital and cash needs, including the funds necessary to pay any dividends.
We, through our Operating Subsidiaries, have achieved substantial growth in our business. For each of the fiscal years ended March 31, 2024, 2023 and 2022, our total revenue derived from wet trades works services was US$27,572,692, US$21,868,220 and US$14,383,980, respectively.
We, through our Operating Subsidiaries, have achieved substantial growth in our business. For each of the fiscal years ended March 31, 2025, 2024, and 2023, our total revenue derived from wet trades works services was US$33,851,041, US$27,572,692, and US$21,868,220, respectively.
Given our reputation in our industry and our extensive experience of working with distinguished customers, we believe that in the future, we will continue to attract opportunities to work on different types of construction developments, and will be able to enhance our prospect with respect to obtaining tender opportunities. 41 Experienced and dedicated management team Our management team has extensive knowledge of and project experience in the wet trades works industry in Hong Kong.
Given our reputation in our industry and our extensive experience of working with distinguished customers, we believe that in the future, we will continue to attract opportunities to work on different types of construction developments, and will be able to enhance our prospect with respect to obtaining tender opportunities. 55 Experienced and dedicated management team Members of our management team and on our board of directors have extensive knowledge of and project experience in the wet trades works industry in Hong Kong and in business administration and sales and marketing.
We paid rental fees of HK$290,000 (US$37,179), HK$260,000 (US$33,333) and HK$165,826 (US$21,260) for the fiscal years ended March 31, 2024, 2023 and 2022, respectively. The property has no material encumbrances. It is 5,675 square feet in size and used solely as office space.
We paid rental fees of HK$402,000 (US$51,538), HK$290,000 (US$37,179), and HK$260,000 (US$33,333) for the fiscal years ended March 31, 2025, 2024, and 2023, respectively. The property has no material encumbrances. It is 859 square feet in size and used solely as office space.
(2) MS (HK) Construction Engineering Limited, a British Virgin Islands company, is the holding company of our Operating Subsidiaries. (3) MS (HK) Engineering Limited, a Hong Kong company, is one of our Operating Subsidiaries. (4) MS Engineering Co., Limited, a Hong Kong company, is one of our Operating Subsidiaries.
(3) Lead Benefit International Limited, a British Virgin Islands company, is the holding company of Lead Benefit (HK) Limited (4) MS (HK) Engineering Limited, a Hong Kong company, is one of our Operating Subsidiaries. (5) MS Engineering Co., Limited, a Hong Kong company, is one of our Operating Subsidiaries.
The following table sets forth a breakdown of our employees by function: Functional Area Number of Employees Management 3 Project supervision 18 Safety supervision 1 Quantity surveyors 7 Finance and administration 3 Total 32 We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes.
The following table sets forth a breakdown of our employees by function: Functional Area Number of Employees Management, including our independent directors 7 Project supervision 20 Quantity surveyors 6 Finance and administration 2 Total 35 We consider that we have maintained a good relationship with our employees and have not experienced any significant disputes with our employees or any disruption to our operations due to any labor disputes.
We have adopted and implemented an effective quality control system to ensure our quality of work and service. Further, we have also set up an environmental management system to promote environmental awareness and to prevent environmental pollution resulting from projects undertaken by us.
Stringent quality control and environmental impact control We place emphasis on consistently providing a high quality service. We have adopted and implemented an effective quality control system to ensure our quality of work and service. Further, we have also set up an environmental management system to promote environmental awareness and to prevent environmental pollution resulting from projects undertaken by us.
For the fiscal years ended March 31 2024 2023 2022 Revenue US$ % of Total Revenue Revenue US$ % of Total Revenue Revenue US$ % of Total Revenue Public 11,488,228 41.7 6,307,454 28.8 2,029,667 14.1 Private 16,084,464 58.3 15,560,766 71.2 12,354,313 85.9 Total 27,572,692 100.0 21,868,220 100.0 14,383,980 100.0 38 Operational Workflow For illustration purposes, a simplified workflow of our wet trades works services is outlined below: We identify potential projects mainly through invitation for tender from customers, containing the tender documents.
For the fiscal years ended March 31 2025 2024 2023 Revenue US$ % of Total Revenue Revenue US$ % of Total Revenue Revenue US$ % of Total Revenue Public 11,279,200 33.3 11,488,228 41.7 6,307,454 28.8 Private 22,571,841 66.7 16,084,464 58.3 15,560,766 71.2 Total 33,851,041 100.0 27,572,692 100.0 21,868,220 100.0 52 Operational Workflow For illustration purposes, a simplified workflow of our wet trades works services is outlined below: We identify potential projects mainly through invitation for tender from customers, containing the tender documents.
MS (HK) Construction Engineering Limited and our Operating Subsidiaries are permitted under the relevant laws of British Virgin Islands and Hong Kong, respectively, to provide funding through dividend distribution without restrictions on the amount of the funds. There are no restrictions on dividends transfers from Hong Kong to the Cayman Islands and to U.S. investors.
MS (HK) Construction Engineering Limited, Lead Benefit International Limited, Lead Benefit (HK) Limited, and our Operating Subsidiaries are permitted under the relevant laws of British Virgin Islands, British Virgin Islands, and Hong Kong and Hong Kong, respectively, to provide funding through dividend distribution without restrictions on the amount of the funds.
In the fiscal year ended March 31, 2022, two of our customers accounted for more than 10% of our annual revenue, one for 50.0% and the other for 23.6%. We undertake wet trades works on a project-by-project basis and do not enter into any long-term contracts with any one customer.
In the fiscal year ended March 31, 2023, four of our customers accounted for more than 10% of our annual revenue, one for 42.1%, one for 15.7%, one for 15.4% and one for 14.9%. We undertake wet trades works on a project-by-project basis and do not enter into any long-term contracts with any one customer.
Emerging Growth Company Status As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act.
There are no restrictions on dividends transfers from Hong Kong to the Cayman Islands and to U.S. investors. 45 Emerging Growth Company Status As a company with less than US$1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business Startups Act of 2012, as amended, or the JOBS Act.
In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance requirements.
In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq Stock Market corporate governance requirements. These practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq Stock Market corporate governance requirements.
Ming Shing Group Holdings Limited and MS (HK) Construction Engineering Limited are essentially Cayman Islands and British Virgin Islands holding companies, respectively. Only our Operating Subsidiaries operate in Hong Kong.
Ming Shing Group Holdings Limited, MS (HK) Construction Engineering Limited, and Lead Benefit International Limited are essentially Cayman Islands, British Virgin Islands, and British Virgin Islands holding companies, respectively. Only our Operating Subsidiaries operate in Hong Kong and Lead Benefit (HK) Limited, our subsidiary, is a Hong Kong company that intends to hold Bitcoin and is not an Operating Subsidiary.
The total revenue attributable to our five largest customers in aggregate accounted for approximately 9 1 .7%, 93.4% and 92.8% of the total revenue for the fiscal years ended March 31, 2024, 2023 and 2022, respectively.
The number of customers with revenue contribution to us was 12, 11, and 10 for the fiscal years ended March 31, 2025, 2024, and 2023, respectively. The total revenue attributable to our five largest customers in aggregate accounted for approximately 74.9%, 91.7%, and 93.4% of the total revenue for the fiscal years ended March 31, 2025, 2024, and 2023, respectively.
Our Services We, through our Operating Subsidiaries, provide wet trades works services as a subcontractor in Hong Kong. For each of the fiscal years ended March 31, 2024, 2023 and 2022, our total revenue derived from wet trades works services was US$27,572,692, US$21,868,220 and US$14,383,980, respectively.
For each of the fiscal years ended March 31, 2025, 2024, and 2023, our total revenue derived from wet trades works services was US$33,851,041, US$27,572,692, and US$21,868,220, respectively.
During the normal course of our business, cash may be transferred between our companies via wire transfer to and from bank accounts to pay certain business expenses, as loans or capital contribution. Cash is maintained by our Operating Subsidiaries, in 11 separate Hong Kong Dollar bank accounts in Hong Kong.
During the normal course of our business, cash may be transferred between our companies via wire transfer to and from bank accounts to pay certain business expenses, as loans or capital contribution. 44 As of the current date, none of our companies has distributed any cash dividends or made any cash distributions.
Mr. Chi Ming Lam, our Chief Executive Officer and Chairman, has approximately 20 years of experience in the wet trades works industry. Mr. Chi Ming Lam is primarily responsible for the overall management, formulation of business strategies, project management and day-to-day management of our operations.
Mr. Chi Ming Lam, our director, has approximately 20 years of experience in the wet trades works industry. Mr. Wenjin Li, our Chairman and Chief Executive Officer, has over 20 years of experience in business administration and sales and marketing. Mr.
It is 2,424 square feet in size and is intended to be used as office space after the expiry of the lease with Harvest Truth (Hong Kong) Limited. Employees As of March 31, 2024, we employed a total of 32 employees, each of whom are located in Hong Kong.
It is 2,424 square feet in size. Employees As of March 31, 2025, we employed a total of 35 employees, each of whom are located in Hong Kong.
In the fiscal year ended March 31, 2023, four of our customers accounted for more than 10% of our annual revenue, one for 42.1%, one for 15.7%, one for 15.4% and one for 14.9%.
In the fiscal year ended March 31, 2025, six of our customers accounted for more than 10% of our annual revenue each, for 19.5%, 15.0%, 13.7%, 13.4%, 13.3% and 10.4%, respectively, and more than 75% in the aggregate.
The cancellation was retroactively presented in prior periods. All Ordinary Share and per Ordinary Share amounts used elsewhere in this Annual Report and the consolidated financial statements have been retroactively restated to reflect the Share Subdivision.
Wenjin Li as the Chairman and Chief Executive Officer to fill the vacancy created by the resignation of Mr. Lam. All Ordinary Share and per Ordinary Share amounts used elsewhere in this Annual Report and the consolidated financial statements have been retroactively restated to reflect the Share Subdivision.
We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong. 45 COVID-19 Update The world is experiencing a global pandemic of a novel strain of coronavirus (COVID-19) and its variants.
We provide a defined contribution to the Mandatory Provident Fund as required under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) for our eligible employees in Hong Kong. 59 Regulations The section sets forth a summary of the material laws and regulations applicable to our business operations in Hong Kong.
C. Organizational Structure See “—A. History and Development of the Company.” D. Property, Plants and Equipment See “—B. Business Overview—Real Property.”
Once licensed, a VASP will subject to certain AML/CTF requirements and other ongoing obligations for investor protection purposes. 71 C. Organizational Structure See “—A. History and Development of the Company.” D. Property, Plants and Equipment See “—B. Business Overview—Real Property.”
We are the owner of the following property and use it as our office after the expiry of the lease with Harvest Truth (Hong Kong) Limited: Facility Address Intended to be used as office Workspace H on 16 th Floor and Portion of Roof H of Wong King Industrial Building, No. 192-198 Choi Hung Road, Nos.2-4 Tai Yau Street, Kowloon, Hong Kong The property is used as security of a legal mortgage for a loan of US$564,103 (HK$4,400,000) for twenty years at an annual interest rate of 4.775% with the Bank of East Asia, Limited.
We are the owner of the following property and use it as our office: Facility Address Office Workspace H on 16 th Floor and Portion of Roof H of Wong King Industrial Building, No. 192-198 Choi Hung Road, Nos.2-4 Tai Yau Street, Kowloon, Hong Kong As of March 31, 2025, the property was a security for granting general banking facility in the amount of US$544,881.
According to Construction Industry Council, there were over 500 contractors registered under the trade specialties of “Finishing Wet Trades” by the end of 2021. Raw Materials We purchase raw materials from our suppliers located in Hong Kong. We have not experienced any difficulties in obtaining the required raw materials as they are generally available.
Our management expects that the wet trades work market will continue to grow. Raw Materials We purchase raw materials from our suppliers located in Hong Kong. We have not experienced any difficulties in obtaining the required raw materials as they are generally available. The price of raw material in the wet trade works industry has risen continuously.
Real Property We lease the following property and use it as our office: Facility Address Office 8/F, Cheong Tai Factory Building, 16 Tai Yau Street, San Po Kong, Kowloon, Hong Kong We lease the aforementioned property from Harvest Truth (Hong Kong) Limited and the lease is valid from May 1, 2024 to April 30, 2025.
Real Property We lease the following property and use it as our office: Facility Address Office Office Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong We lease the aforementioned property from Easywell Limited and the lease is valid from June 1, 2025 to May 31, 2027.
Securities and Exchange Commission (the “ SEC ”) maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which can be viewed as www.sec.gov. 30 Corporate Structure We are a Cayman Islands company that wholly owns our British Virgin Islands subsidiary, MS (HK) Construction Engineering Limited, which in turn, wholly owns our Hong Kong Operating Subsidiaries.
Information on our website does not constitute part of this Annual Report. In addition, the U.S. Securities and Exchange Commission (the “ SEC ”) maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC which can be viewed as www.sec.gov.
We are supported by our project management team of 18 personnel as of March 31, 2024, who possess the practical skills and experience required to handle our projects. Stringent quality control and environmental impact control We place emphasis on consistently providing a high quality service.
Li is primarily responsible for the overall management, formulation of business strategies, project management and day-to-day management of our operations. We are supported by our project management team of 26 personnel as of March 31, 2025, who possess the practical skills and experience required to handle our projects.
MS (HK) Construction Engineering Limited was incorporated on August 17, 2022 under the laws of the British Virgin Islands, as an intermediate holding company. We mainly engage in wet trades works, such as plastering works, tile laying works, brick laying works, floor screeding works, and marble works.
MS (HK) Construction Engineering Limited was incorporated on August 17, 2022 under the laws of the British Virgin Islands, as an intermediate holding company. Lead Benefit (HK) Limited (“Lead Benefit”) was incorporated on December 23, 2024, with Lead Benefit International Limited, as its sole shareholder.
Our principal executive office is located at 8/F, Cheong Tai Industrial Building, 16 Tai Yau Street, San Po Kong, Kowloon, Hong Kong and our phone number is +852 2370 3788.
Our principal executive office is located at Office Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong and our phone number is +852 2370 3788.
If our Ordinary Shares are listed on the Nasdaq Capital Market, we will be subject to continued listing requirements and corporate governance standards. Transfers of Cash between Our Company and Our Subsidiaries Our business is conducted by the Operating Subsidiaries, our indirectly wholly-owned entities in Hong Kong.
(6) Lead Benefit (HK) Limited, a Hong Kong company, is one of our subsidiaries. 43 Transfers of Cash between Our Company and Our Subsidiaries Our business is conducted by the Operating Subsidiaries, our indirectly wholly-owned entities in Hong Kong.
MS (HK) Construction Engineering Limited was incorporated on August 17, 2022 under the laws of the British Virgin Islands, as an intermediate holding company. Our registered office in the Cayman Islands is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009.
MS (HK) Construction Engineering Limited was incorporated on August 17, 2022 under the laws of the British Virgin Islands, as an intermediate holding company. Lead Benefit International Limited, a BVI business company, was incorporated on December 9, 2024, with the Company as its sole shareholder.
Amongst all raw materials used in wet trades works, the average price of sand has increased the most, primarily due to the limited supply of river sand in the PRC. The inflation in material cost will result in higher expenditure of wet trades market participants, which may further negatively impact profit margin.
The inflation in material cost will result in higher expenditure of wet trades market participants, which may further negatively impact profit margin. Our Services We, through our Operating Subsidiaries, provide wet trades works services as a subcontractor in Hong Kong.
Our stable tender success rate demonstrates our competitiveness in the Hong Kong wet trades works industry and the satisfaction of our customers with our services. Reorganization Timeline On August 2, 2022, the Company was incorporated in the Cayman Islands and issued 1 ordinary share at par value of US$1 to Ogier Global Subscriber (Cayman) Limited.
We do not currently rely on these exemptions, but may in the future decide to use the “foreign private issuer exemption” and opt out of some or all of the other corporate governance rules. 46 Important Events in the Development of the Business Reorganization Timeline On August 2, 2022, the Company was incorporated in the Cayman Islands and issued 1 ordinary share at par value of US$1 to Ogier Global Subscriber (Cayman) Limited.
Removed
Information on our website does not constitute part of this Annual Report. In addition, the U.S.
Added
Lead Benefit International Limited, a BVI business company, was incorporated on December 9, 2024, with Ming Shing Group Holdings Limited as its sole shareholder. Lead Benefit is Ming Shing Group Holding Limited’s wholly-owned Hong Kong subsidiary. Our registered office in the Cayman Islands is located at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009.
Removed
(3) MS (HK) Engineering Limited, a Hong Kong company, is one of our Operating Subsidiaries. (4) MS Engineering Co., Limited, a Hong Kong company, is one of our Operating Subsidiaries. Our corporate structure is expected to change after the completion of our initial public offering.
Added
Corporate Structure We are a Cayman Islands company that wholly owns our British Virgin Islands subsidiary, MS (HK) Construction Engineering Limited, which in turn, wholly owns our Hong Kong Operating Subsidiaries. We also wholly own our British Virgin Islands subsidiary, Lead Benefit International Limited, which in turn, wholly owns Lead Benefit (HK) Limited, a wholly-owned Hong Kong subsidiary.
Removed
Post-initial public offering (assuming the selling shareholder does not immediately dispose the 500,000 Ordinary Shares pursuant to the resale prospectus) Notes: (1) Ming Shing Group Holdings Limited, a Cayman Islands company, is the holding company and registrant. (2) MS (HK) Construction Engineering Limited, a British Virgin Islands company, is the holding company of our Operating Subsidiaries.
Added
Controlled Company Status Our co-founder and Chief Executive Officer, Mr. Lam, currently beneficially owns a majority of the voting power of our outstanding ordinary shares. As a result, we are a “controlled company” within the meaning of the corporate governance standards of Nasdaq.
Removed
(3) MS (HK) Engineering Limited, a Hong Kong company, is one of our Operating Subsidiaries.
Added
Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may, subject to the requirements of applicable Cayman Islands law, elect not to comply with certain corporate governance requirements, including (i) the requirement that a majority of the board of directors be comprised of independent directors; (ii) the requirement that our compensation committee be comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) the requirement that director nominees be selected, or recommended for the board of directors’ selection, either by a majority vote of the board of directors’ independent directors or a nominations committee comprised solely of independent directors.
Removed
(4) MS Engineering Co., Limited, a Hong Kong company, is one of our Operating Subsidiaries. 31 Post-initial public offering (assuming the selling shareholder disposes off the entire 500,000 Ordinary Shares pursuant to the resale prospectus) Notes: (1) Ming Shing Group Holdings Limited, a Cayman Islands company, is the holding company and registrant.
Added
The cancellation was retroactively presented in prior periods. On November 22, 2024, the Company announced the pricing of its initial public offering of 1,500,000 Ordinary Shares at a public offering price of $5.50 per Ordinary Share. The Shares began trading on the Nasdaq Capital Market on November 22, 2024, under the ticker symbol “MSW”.
Removed
As of the date of this Annual Report, we have not completed our initial public offering and have not received the listing approval from Nasdaq and our Ordinary Shares are not yet trading on the Nasdaq Capital Market.
Added
On November 25, 2024, the Company announced the closing of its initial public offering. The gross proceeds from the initial public offering, before underwriting discounts and commissions and estimated offering expenses payable by the Company, were approximately $8,250,000.
Removed
As such, our ordinary shares are not currently listed on an exchange, and, as such, our shareholders may find it difficult to sell their shares. We will not consummate and close the initial public offering without a listing approval letter from Nasdaq.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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The government grants for the year ended March 31, 2023 mainly included the Employment Support Scheme under Anti-Epidemic Fund, which represented the wage subsidy granted to our Group for the use of paying wages and Mandatory Provident Fund of regular employees from May 2022 to July 2022.
The government grants for the year ended March 31, 2023 mainly included the Employment Support Scheme under Anti-Epidemic Fund, which represented the wage subsidy granted to our Group for the use of paying wages and Mandatory Provident Fund of regular employees from May 2022 to July 2022.
Pursuant to the current rules and regulations, the Cayman Islands and British Virgin Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
Pursuant to the current rules and regulations, the Cayman Islands and British Virgin Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
Therefore, the Company is not subject to any income tax in the Cayman Islands or British Virgin Islands. Our two indirectly wholly-owned subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, are subject to income tax within Hong Kong at the applicable tax rate on taxable income.
Therefore, the Company is not subject to any income tax in the Cayman Islands or British Virgin Islands. Our two indirectly wholly-owned subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, are subject to income tax within Hong Kong at the applicable tax rate on taxable income.
As of March 31, 2024, we had US$1,080,514 in cash. Our working capital requirements are influenced by the size of our operations, the contract sum of our work contracts, the progress of execution on our work contracts, and the timing for collecting accounts receivable, and repayment of accounts payable.
Our working capital requirements are influenced by the size of our operations, the contract sum of our work contracts, the progress of execution on our work contracts, and the timing for collecting accounts receivable, and repayment of accounts payable. As of March 31, 2024, we had US$1,080,514 in cash.
Financing Activities Cash used in financing activities amounted to US$553,371 for the year ended March 31, 2024, which was mainly attributable to (i) proceeds from new bank borrowings of US$23,383,104; (ii) the repayment of bank borrowings of US$21,852,990; (iii) advances from a related party amounted to US$1,058,733; (iv) payments to a related party amounted to US$2,730,449; (v) principal payments for finance lease liabilities amounted to US$119,465; and (vi) payment for offering cost amounted to US$292,304.
Cash used in financing activities amounted to US$553,371 for the year ended March 31, 2024, which was mainly attributable to (i) proceeds from new bank borrowings of US$23,383,104; (ii) the repayment of bank borrowings of US$21,852,990; (iii) advances from a related party amounted to US$1,058,733; (iv) payments to a related party amounted to US$2,730,449; (v) principal payments for finance lease liabilities amounted to US$119,465; and (vi) payment for offering cost amounted to US$292,304.
For the years ended March 31, Changes 2024 2023 Amount % US$ US$ US$ Revenue 27,572,692 21,868,220 5,704,472 26.1 % Cost of revenue (22,479,613 ) (18,373,672 ) 4,105,941 22.3 % Gross profit 5,093,079 3,494,548 1,598,531 45.7 % Operating expenses General and administrative expenses (1,846,753 ) (855,597 ) 991,156 115.8 % Total operating expenses (1,846,753 ) (855,597 ) 991,156 115.8 % Income from operations 3,246,326 2,638,951 607,375 23.0 % Other income (expense) Interest expense, net (286,090 ) (179,986 ) 106,104 59 % Other income 15,297 797,160 (781,863 ) (98.1 )% Total other (expense) income, net (270,793 ) 617,174 (887,967 ) (143.9 )% Income before tax expense 2,975,533 3,256,125 (280,592 ) (8.6 )% Income tax expense (648,936 ) (468,889 ) 180,047 38.4 % Net income and total comprehensive income 2,326,597 2,787,236 (460,639 ) (16.5 )% 60 Revenue Our revenue was US$27,572,692 for the year ended March 31, 2024 as compared to US$21,868,220 for the year ended March 31, 2023, representing an increase of US$5,704,472, or 2 6 .1%.
For the years ended March 31, Changes 2024 2023 Amount % US$ US$ US$ Revenue 27,572,692 21,868,220 5,704,472 26.1 % Cost of revenue (22,479,613 ) (18,373,672 ) 4,105,941 22.3 % Gross profit 5,093,079 3,494,548 1,598,531 45.7 % Operating expenses General and administrative expenses (1,846,753 ) (855,597 ) 991,156 115.8 % Total operating expenses (1,846,753 ) (855,597 ) 991,156 115.8 % Income from operations 3,246,326 2,638,951 607,375 23.0 % Other income (expense) Interest expense, net (286,090 ) (179,986 ) 106,104 59 % Other income 15,297 797,160 (781,863 ) (98.1 )% Total other (expense) income, net (270,793 ) 617,174 (887,967 ) (143.9 )% Income before tax expense 2,975,533 3,256,125 (280,592 ) (8.6 )% Income tax expense (648,936 ) (468,889 ) 180,047 38.4 % Net income and total comprehensive income 2,326,597 2,787,236 (460,639 ) (16.5 )% Revenue Our revenue was US$27,572,692 for the year ended March 31, 2024 as compared to US$21,868,220 for the year ended March 31, 2023, representing an increase of US$5,704,472, or 26.1%.
Our gross profit and gross profit margin by project sector is summarized as follows: For the years ended March 31, Changes 2024 2023 Amount % Public sector projects Gross profit US$ 956,115 US$ 2,357,065 US$ (1,400,950 ) (59.4 )% Gross profit margin 8.0 % 37.4 % (29.4 )% Private sector projects Gross profit US$ 4,136,964 US$ 1,137,483 US$ 2,999,481 263.7 % Gross profit margin 2 5 .7 % 7.3 % 1 8 .4 % Total Gross profit US$ 5,093,079 US$ 3,494,548 US$ 1,598,531 45.7 % Gross profit margin 1 8 .5 % 16.0 % 2.5 % Our gross profit from public sector projects was US$956,115 for the year ended March 31, 2024, as compared to US$2,357,065 for the year ended March 31, 2023, a decrease of US$1,400,950, or -59.4%.
Our gross profit and gross profit margin by project sector is summarized as follows: For the years ended March 31, Changes 2024 2023 Amount % Public sector projects Gross profit US$ 956,115 US$ 2,357,065 US$ (1,400,950 ) (59.4 )% Gross profit margin 8.0 % 37.4 % (29.4 )% Private sector projects Gross profit US$ 4,136,964 US$ 1,137,483 US$ 2,999,481 263.7 % Gross profit margin 25.7 % 7.3 % 18.4 % Total Gross profit US$ 5,093,079 US$ 3,494,548 US$ 1,598,531 45.7 % Gross profit margin 18.5 % 16.0 % 2.5 % Our gross profit from public sector projects was US$956,115 for the year ended March 31, 2024, as compared to US$2,357,065 for the year ended March 31, 2023, a decrease of US$1,400,950, or -59.4%.
The management makes reference to (i) the research by Moody’s and data of Bloomberg for average cumulative default probability rate of the debtors, and (ii) 2024 Annual default study, Moody’s for the weighted average default rates. In addition, the rates have been adjusted for forward-looking factors by taking into account any observable change in future economic conditions, events and environment.
The management makes reference to (i) the research by Moody’s and data of Bloomberg for average cumulative default probability rate of the debtors, and (ii) 2025 Annual default study, Moody’s for the weighted average default rates. In addition, the rates have been adjusted for forward-looking factors by taking into account any observable change in future economic conditions, events and environment.
Those critical accounting policies and estimates that require the most significant judgment are discussed further below. 58 Revenue Recognition The Company recognizes contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer in accordance with ASC Topic 606, Revenue from Contracts with Customers.
Those critical accounting policies and estimates that require the most significant judgment are discussed further below. 73 Revenue Recognition The Company recognizes contract revenue over time, as performance obligations are satisfied, due to the continuous transfer of control to the customer in accordance with ASC Topic 606, Revenue from Contracts with Customers.
Right-of-use (“ ROU ”) assets- finance lease Our ROU assets decreased in value from US$343,182 as of March 31, 2023 to US$216,065 as of March 31, 2024 mainly attributable to the amortization of the assets recognized and disposal of ROU assets during the year ended March 31, 2024. 69 Accounts payable Our accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials.
Right-of-use (“ ROU ”) assets- finance lease Our ROU assets decreased in value from US$343,182 as of March 31, 2023 to US$216,065 as of March 31, 2024 mainly attributable to the amortization of the assets recognized and disposal of ROU assets during the year ended March 31, 2024. 85 Accounts payable Our accounts payable mainly comprised of trade payables to subcontractors and suppliers of materials.
Discussion of Certain Balance Sheet Items The following table sets forth selected information from our consolidated balance sheets as of March 31, 2024 and 2023. This information should be read together with our consolidated financial statements and related notes included elsewhere in this report.
Discussion of Certain Balance Sheet Items The following table sets forth selected information from our consolidated balance sheets as of March 31, 2025 and 2024. This information should be read together with our consolidated financial statements and related notes included elsewhere in this report.
Summary of Results of Operations Comparison of Years Ended March 31, 2024 and 2023 The following table sets forth key components of our results of operations for the years ended March 31, 2024 and 2023. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
Summary of Results of Operations Comparison of Years Ended March 31, 2025 and 2024 The following table sets forth key components of our results of operations for the years ended March 31, 2025 and 2024. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
In such events, our operation and financial position may be adversely affected. 57 In the event that our subcontractors fail to follow the safety guidelines and other requirements imposed by our customers, we may be liable to pay to our customers the expenses and penalties incurred by them.
In such events, our operation and financial position may be adversely affected. 72 In the event that our subcontractors fail to follow the safety guidelines and other requirements imposed by our customers, we may be liable to pay to our customers the expenses and penalties incurred by them.
Capital Expenditures For the year ended March 31, 2024, 2023 and 2022, we purchased property and equipment and ROU assets – finance lease of US$1,237,390, US$312,563 and nil, respectively, mainly for use in our operations.
Capital Expenditures For the year ended March 31, 2025, 2024 and 2023, we purchased property and equipment and ROU assets – finance lease of nil, US$1,237,390 and US$312,563, respectively, mainly for use in our operations.
The Group reviews and revises the estimates of contract revenue, contract costs and change orders prepared for each construction contract as the contract progresses regularly. 59 Provision of expected credit loss allowance for accounts receivable and contract assets The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments.
The Group reviews and revises the estimates of contract revenue, contract costs and change orders prepared for each construction contract as the contract progresses regularly. 74 Provision of expected credit loss allowance for accounts receivable and contract assets The allowance for credit losses consists of the allowance for credit losses and the allowance for losses on unfunded commitments.
We incurred general and administrative expenses of US$1,84 6 ,753 for the year ended March 31, 2024, as compared to US$855,597 for the year ended March 31, 2023, an increase of US$991,156, or 115.8%. The increase was mainly due to the increase in our staff costs, professional and legal expenses, debt collection fee and site administrative expenses.
We incurred general and administrative expenses of US$1,846,753 for the year ended March 31, 2024, as compared to US$855,597 for the year ended March 31, 2023, an increase of US$991,156, or 115.8%. The increase was mainly due to the increase in our staff costs, professional and legal expenses, debt collection fee and site administrative expenses.
As of and subsequent to March 31, 2024, and as of the date of this report, we did not purchase any material equipment for operational use and do not have any other material commitments to capital expenditures as of March 31, 2024 or as of the date of this report.
As of and subsequent to March 31, 2025, and as of the date of this report, we did not purchase any material equipment for operational use and do not have any other material commitments to capital expenditures as of March 31, 2025 or as of the date of this report.
As of March 31, 2024 2023 US$ US$ Assets Current assets Cash and cash equivalents 1,080,514 323,958 Accounts receivable, net 1,643,568 3,323,520 Contract assets 6,098,497 3,150,729 Due from a related party - 78,355 Deposits, prepayments and other current assets 20,925 38,780 8,843,504 6,915,342 Non-current assets Property and equipment, net 1,223,100 11,923 Right-of-use assets - finance lease 216,065 343,182 Life insurance policy, cash surrender value 160,891 155,751 Contract assets 740,600 70,819 Deferred costs 704,568 783,221 Deferred tax assets 150 2,256 3,045,374 1,367,152 Total assets 11,888,878 8,282,494 Current liabilities Accounts payable 3,166,177 1,884,046 Bank borrowings 3,818,453 3,823,633 Finance lease liabilities 67,372 84,959 Accrued expenses and other current liabilities 136,791 83,351 Income tax payable 552,670 305,590 7,7 41 ,463 6,181,579 Non-current liabilities Bank borrowings 3,033,780 1,498,485 Finance lease liabilities 114,495 216,373 Deferred tax liabilities 878 3,167 3,149,153 1,718,025 Total liabilities 10,890,616 7,899,604 68 Cash and cash equivalents Our cash and cash equivalents increased from US$323,958 as of March 31, 2023 to US$1,080,514 as of March 31, 2024.
As of March 31, 2024 2023 US$ US$ Assets Current assets Cash and cash equivalents 1,080,514 323,958 Accounts receivable, net 1,643,568 3,323,520 Contract assets 6,098,497 3,150,729 Due from a related party – 78,355 Deposits, prepayments and other current assets 20,925 38,780 8,843,504 6,915,342 Non-current assets Property and equipment, net 1,223,100 11,923 Right-of-use assets - finance lease 216,065 343,182 Life insurance policy, cash surrender value 160,891 155,751 Contract assets 740,600 70,819 Deferred costs 704,568 783,221 Deferred tax assets 150 2,256 3,045,374 1,367,152 Total assets 11,888,878 8,282,494 Current liabilities Accounts payable 3,166,177 1,884,046 Bank borrowings 3,818,453 3,823,633 Finance lease liabilities 67,372 84,959 Accrued expenses and other current liabilities 136,791 83,351 Income tax payable 552,670 305,590 7,741,463 6,181,579 Non-current liabilities Bank borrowings 3,033,780 1,498,485 Finance lease liabilities 114,495 216,373 Deferred tax liabilities 878 3,167 3,149,153 1,718,025 Total liabilities 10,890,616 7,899,604 As of March 31, 2025, we had USD249,923 in cash.
Our gross profit margin from private sector projects increased from 7.3% for the year ended March 31, 2023 to 2 5 .7% for the year ended March 31, 2024, which was mainly due to one of our sizable private sector projects that commenced in November 2022 recorded higher gross profit by full year impact.
Our gross profit margin from private sector projects increased from 7.3% for the year ended March 31, 2023 to 25.7% for the year ended March 31, 2024, which was mainly due to one of our sizable private sector projects that commenced in November 2022 recorded higher gross profit by full year impact.
For the fiscal years ended March 31, 2024, 2023 and 2022, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future.
For the fiscal years ended March 31, 2025 and 2024, we secured new businesses mainly through invitation for tender by customers. There is no assurance that we will be able to secure new contracts in the future.
The increase in total gross profit was mainly attributable to the increase in revenue for the year ended March 31, 2023, as compared to the year ended March 31, 2022 as discussed above. Our total gross profit margin remained relatively stable at 16.0% for the year ended March 31, 2023 and 18.3% for the year ended March 31, 2022.
The increase in total gross profit was mainly attributable to the increase in revenue for the year ended March 31, 2024, as compared to the year ended March 31, 2023 as discussed above. Our total gross profit margin remained relatively stable at 18.5% for the year ended March 31, 2024 and 16.0% for the year ended March 31, 2023.
Cost of revenue The following table sets forth the breakdown of our cost of revenue for the years ended March 31, 2024 and 2023: For the years ended March 31, Changes 2024 2023 Amount % US$ US$ Cost of revenue Subcontracting costs 19,432,078 14,004,217 5,427,861 38.8 % Material costs 1,463,208 2,758,803 (1,295,595 ) (47.0 )% Direct labor costs 1,164,626 1,124,112 40,514 3.6 % Overhead costs 419,701 486,540 (66,839 ) (13.7 )% Total cost of revenue 22,479,613 18,373,672 4,105,941 22.3 % 61 Our cost of revenue, primarily consist of subcontracting costs, materials costs, direct labor costs and overhead costs such as depreciation of equipment that are directly attributable to services provided.
The increase in revenue from private sector projects was mainly attributable to the number of our private sector projects increased from 14 for the year ended March 31, 2023 to 16 for the year ended March 31, 2024. 78 Cost of revenue The following table sets forth the breakdown of our cost of revenue for the years ended March 31, 2024 and 2023: For the years ended March 31, Changes 2024 2023 Amount % US$ US$ Cost of revenue Subcontracting costs 19,432,078 14,004,217 5,427,861 38.8 % Material costs 1,463,208 2,758,803 (1,295,595 ) (47.0 )% Direct labor costs 1,164,626 1,124,112 40,514 3.6 % Overhead costs 419,701 486,540 (66,839 ) (13.7 )% Total cost of revenue 22,479,613 18,373,672 4,105,941 22.3 % Our cost of revenue, primarily consist of subcontracting costs, materials costs, direct labor costs and overhead costs such as depreciation of equipment that are directly attributable to services provided.
Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (US$256,410), and 16.5% on any part of assessable profits over HK$2,000,000 (US$256,410). For the years ended March 31, 2024 and 2023, our Group had assessable profits in Hong Kong and a provision for paying the Hong Kong profits tax has been made accordingly.
Hong Kong profit tax rates are 8.25% on assessable profits up to HKD2,000,000 (USD256,410), and 16.5% on any part of assessable profits over HKD2,000,000 (USD256,410). For the years ended March 31, 2024, our Group had assessable profits in Hong Kong and a provision for paying the Hong Kong profits tax has been made accordingly.
The decrease in gross profit was mainly attributable to the decrease in gross profit margin from private sector projects despite the increase in revenue from private sector projects.
The increase in gross profit was mainly attributable to the increase in gross profit margin from private sector projects.
Cash Flows The following table sets forth a summary of our cash flows information for the years indicated: For the year ended March 31, 2024 2023 2022 US$ US$ US$ Cash provided by (used in) Operating activities 2,457,189 795,328 (151,558 ) Investing activities (1,147,262 ) 35,898 56,390 Financing activities (553,371 ) (725,060 ) (1,578 ) Net increase in cash and cash equivalents 756,556 106,166 (96,746 ) Cash and cash equivalents as of beginning of the period 323,958 217,792 314,538 Cash and cash equivalents as of the end of the period 1,080,514 323,958 217,792 Operating Activities Our operating cash inflows are primarily derived from our revenue from undertaking wet trades works in Hong Kong, whereas our operating cash outflows mainly include subcontracting costs and direct labor costs, the purchase of materials, as well as other working capital needs.
Liquidity and Capital Resources Cash Flows The following table sets forth a summary of our cash flows information for the years indicated: For the years ended March 31, 2025 2024 2023 USD USD USD Cash provided by (used in) Operating activities (7,969,196 ) 2,457,189 795,328 Investing activities 10,256 (1,147,262 ) 35,898 Financing activities 7,128,349 (553,371 ) (725,060 ) Net (decrease) increase in cash and cash equivalents (830,591 ) 756,556 106,166 Cash and cash equivalents as of beginning of the year 1,080,514 323,958 217,792 Cash and cash equivalents as of the end of the year 249,923 1,080,514 323,958 86 Operating Activities Our operating cash inflows are primarily derived from our revenue from undertaking wet trades works in Hong Kong, whereas our operating cash outflows mainly include subcontracting costs and direct labor costs, the purchase of materials, as well as other working capital needs.
If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. 72 The following table summarizes our contractual obligations as of March 31, 2024: Payments due by period Contractual obligations Total Less than 1 year 1 – 2 years 3 – 5 years More than 5 years US$ US$ US$ US$ US$ Bank borrowings (1) 7,870,451 3,986,662 405,957 1,217,871 2,259,961 Finance lease liabilities (2) 192,647 73,757 69,683 49,207 - Operating lease payments (3) 3,397 3,397 - - - 8,066,495 4,063,816 475,640 1,267,078 2,259,961 (1) As of March 31, 2024, our contractual obligation to repay outstanding bank borrowings totaled US$7,870,451.
The following table summarizes our contractual obligations as of March 31, 2024: Payments due by period Contractual obligations Total Less than 1 year 1 – 2 years 3 – 5 years More than 5 years US$ US$ US$ US$ US$ Bank borrowings (1) 7,870,451 3,986,662 405,957 1,217,871 2,259,961 Finance lease liabilities (2) 192,647 73,757 69,683 49,207 - Operating lease payments (3) 3,397 3,397 - - - 8,066,495 4,063,816 475,640 1,267,078 2,259,961 (1) As of March 31, 2024, our contractual obligation to repay outstanding bank borrowings totaled US$7,870,451.
The decrease in gross profit and gross profit margin from public sector projects was mainly because we incurred higher costs for one of our sizable public sector projects when performing rectification and related works as requested by the customers for this project during the year ended March 31, 2024.
The decrease in gross profit and gross profit margin from public sector projects was mainly because we incurred higher costs for one of our sizable public sector projects when performing rectification and related works as requested by the customers for this project during the year ended March 31, 2024. 79 Our gross profit from private sector projects was US$4,136,964 for the year ended March 31, 2024, as compared to US$1,137,483 for the year ended March 31, 2023, an increase of US$2,999,481, or 263.7%.
We incurred income tax expenses of US$6 48 ,936 for the year ended March 31, 2024, as compared to US$468,889 for the year ended March 31, 2023, an increase of US$180,047, or 38.4%, mainly due to the combined effects of the decrease in non -taxable income and the increase in non-deductible expenditure .
The results of MS (HK) Engineering Limited were included in the financial statements for both periods and results of MSE were included commencing from October 20, 2021. 81 We incurred income tax expenses of US$648,936 for the year ended March 31, 2024, as compared to US$468,889 for the year ended March 31, 2023, an increase of US$180,047, or 38.4%, mainly due to the combined effects of the decrease in non-taxable income and the increase in non-deductible expenditure..
Seasonality The nature of our business is not affected by seasonal variations. C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company — B. Business Overview — Intellectual Property.” The Company does not have any research and development activities and thus no research and development policies. D. Trend Information See “—B.
C. Research and Development, Patents and Licenses, etc. See “Item 4. Information on the Company – B. Business Overview – Intellectual Property.” The Company does not have any research and development activities and thus no research and development policies. D. Trend Information See “–B. Liquidity and capital resources – Trend Information.” E. Critical Accounting Estimates See “Item 5.
The relatively lower effective tax rate for the year ended March 31, 2023 was due to the non-taxable government grants received by our Group during the year ended March 31, 2023. 63 Net income and total comprehensive income As a result of the forgoing, we reported a net income and total comprehensive income of US$2,326,597 for the year ended March 31, 2024, as compared to US$2,787,236 for the year ended March 31, 2023, a decrease of US$460,639, or -1 6 .5%.
Net income and total comprehensive income As a result of the forgoing, we reported a net income and total comprehensive income of US$2,326,597 for the year ended March 31, 2024, as compared to US$2,787,236 for the year ended March 31, 2023, a decrease of US$460,639, or -16.5%.
Our effective tax rate was approximately 21.8% for the year ended March 31, 2024 and approximately 14.4% for the year ended March 31, 2023.
Our effective tax rate was approximately 21.8% for the year ended March 31, 2024 and approximately 14.4% for the year ended March 31, 2023. The relatively lower effective tax rate for the year ended March 31, 2023 was due to the non-taxable government grants received by our Group during the year ended March 31, 2023.
Investing Activities Cash used in investing activities amounted to US$1,147,262 for the year ended March 31, 2024, mainly derived from the purchase of property and equipment of US$1,147,262. 71 Cash provided by investing activities amounted to US$35,898 for the year ended March 31, 2023, mainly derived from (i) the sales proceeds from disposals of motor vehicle under finance lease of US$51,282; and (ii) purchase of equipment of US$15,384.
Investing Activities Cash provided by investing activities amounted to USD10,256 for the year ended March 31, 2025, mainly derived from the disposal of a motor vehicle of USD10,256. Cash used in investing activities amounted to US$1,147,262 for the year ended March 31, 2024, mainly derived from the purchase of property and equipment of US$1,147,262.
Such financing may include the use of additional debt or the sale of additional equity securities. Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders.
Any financing which involves the sale of equity securities or instruments that are convertible into equity securities could result in immediate and possibly significant dilution to our existing shareholders. 84 Cash and cash equivalents Our cash and cash equivalents increased from US$323,958 as of March 31, 2023 to US$1,080,514 as of March 31, 2024.
Such project was with tight schedule and incurred certain additional works, and we had set a higher pricing and recorded a relatively higher profit margin for the year ended March 31, 2024. 62 General and administrative expenses General and administrative expenses mainly consist of administrative staff cost, motor vehicle expenses, office supplies and maintenance expenses, legal and professional fees, change of credit loss allowances and other miscellaneous administrative expenses.
Such project was with tight schedule and incurred certain additional works, and we had set a higher pricing and recorded a relatively higher profit margin for the year ended March 31, 2024.
Comparison of Years Ended March 31, 2023 and 2022 The following table sets forth key components of our results of operations for the years ended March 31, 2023 and 2022. The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
The historical results presented below are not necessarily indicative of the results that may be expected for any future period.
Liquidity and capital resources — Trend Information.” E. Critical Accounting Estimates See “Item 5. Operating and Financial Review and Prospects — A. Operating results — Critical Accounting Policies and Estimates.” 73
Operating and Financial Review and Prospects – A. Operating results – Critical Accounting Policies and Estimates.” 89
Governmental Regulations, Laws, and Local Practices See “Item 4. Information on the Company — B. Business Overview — Regulations.” B. Liquidity and Capital Resources Our principal sources of funds have historically been our equity capital, cash generated from our operations and bank borrowings.
Governmental Regulations, Laws, and Local Practices See “Item 4. Information on the Company – B. Business Overview – Regulations.” B.
Our gross profit from private sector projects was US$4,136,964 for the year ended March 31, 2024, as compared to US$1,137,483 for the year ended March 31, 2023, an increase of US$2,999,481, or 2 63 .7%. The increase in gross profit was mainly attributable to the increase in gross profit margin from private sector projects.
Our gross profit from private sector projects was USD194,322 for the year ended March 31, 2025, as compared to USD4,136,964 for the year ended March 31, 2024, an decrease of USD3,942,642, or -95.3%.
Cash used in operating activities amounted to US$151,558 for the year ended March 31, 2022, mainly derived from (i) net income of US$1,803,509 for the year ended March 31, 2022; (ii) the increase in accounts receivable, net by US$2,884,677 as a result of the increase in works performed by us during the year; (iii) the decrease in contract assets by US$461,496; (iv) increase in income tax payable by US$325,647 due to the increased in income before tax expense during the year; and (v) increase in accounts payable by US$126,214.
Cash used in operating activities amounted to USD7,969,196 for the year ended March 31, 2025, mainly derived from (i) net loss of USD5,730,751 for the year ended March 31, 2025; (ii) the increase in contract assets by USD652,491 as a result of the increase in works performed by us during the year ended March 31, 2025; (iii) the increase in accounts receivable, net by USD2,862,829; and (iv) the increase in deposits, prepayments and other current assets by USD465,130.
We incurred cost of revenue of US$18,373,672 for the year ended March 31, 2023, as compared to US$11,755,111 for the year ended March 31, 2022, representing an increase of approximately US$6,618,561, or approximately 56.3%.
We incurred cost of revenue of USD35,157,150 for the year ended March 31, 2025, as compared to USD22,479,613 for the year ended March 31, 2024, representing an increase of approximately USD12,677,537, or approximately 56.4%.
The increase in total gross profit was mainly attributable to the increase in revenue for the year ended March 31, 2024, as compared to the year ended March 31, 2023 as discussed above.
Such decrease was mainly attributable to (i) the decrease in gross profit and gross profit margin as discussed above; (ii) the increase in interest expenses from bank and other borrowing, and (iii) the increase in general and administrative expenses during the year ended March 31, 2025. 77 Comparison of Years Ended March 31, 2024 and 2023 The following table sets forth key components of our results of operations for the years ended March 31, 2024 and 2023.
Cash used in financing activities amounted to US$1,578 for the year ended March 31, 2022, which was mainly attributable to (i) proceeds from new bank borrowings of US$3,187,692; (ii) the repayment of bank borrowings of US$1,875,860; (iii) advances from a related party amounted to US$354,232; and (iv) payments to a related party amounted to US$1,623,892.
Cash provided by investing activities amounted to US$35,898 for the year ended March 31, 2023, mainly derived from (i) the sales proceeds from disposals of motor vehicle under finance lease of US$51,282; and (ii) purchase of equipment of US$15,384. 87 Financing Activities Cash provided by financing activities amounted to USD7,128,349 for the year ended March 31, 2025, which was mainly attributable to (i) proceeds from new bank and other borrowings of USD16,501,786; (ii) the repayment of bank and other borrowings of USD15,727,101; (iii) Repayments to a related party amounted to USD1,108,692; and (iv) issuance of shares upon listing amounted to USD9,493,125.
Removed
The increase in revenue from private sector projects was mainly attributable to the number of our private sector projects increased from 14 for the year ended March 31, 2023 to 16 for the year ended March 31, 2024.
Added
For the years ended March 31, Changes 2025 2024 Amount % USD USD USD Revenue 33,851,041 27,572,692 6,278,349 22.8 % Cost of revenue (35,157,150 ) (22,479,613 ) (12,677,537 ) 56.4 % Gross (loss) profit (1,306,109 ) 5,093,079 (6,399,188 ) (125.6 )% Operating expenses General and administrative expenses (4,048,726 ) (1,846,753 ) (2,201,974 ) 119.2 % Total operating expenses (4,048,726 ) (1,846,753 ) ( 2,201,974 ) 119.2 % (Loss) Income from operations (5,354,835 ) 3,246,326 (8,601,162 ) (265.0 )% Other income (expense) Interest expense, net (508,810 ) (286,090 ) (22,720 ) 77.8 % Other income 52,740 15,297 37,443 244.8 % Total other (expense) income, net (456,070 ) (270,793 ) (185,277 ) 68.4 % (Loss) Income before tax expense (5,810,905 ) 2,975,533 (8,786,439 ) (295.3 )% Income tax credit (expense) 80,154 (648,936 ) 729,091 (112.4 )% Net (loss) income and total comprehensive (loss) income (5,730,751 ) 2,326,597 (8,057,348 ) (346.3 )% 75 Revenue Our revenue was USD33,851,041 for the year ended March 31, 2025 as compared to USD27,572,692 for the year ended March 31, 2024, representing an increase of USD6,278,349, or 22.8%.
Removed
Our total gross profit margin remained relatively stable at 1 8 .5% for the year ended March 31, 2024 and 16.0% for the year ended March 31, 2023.
Added
The increase in our revenue was mainly driven by the increased volume of work performed by us in our existing sizeable projects.
Removed
For the years ended March 31, Changes 2023 2022 Amount % US$ US$ US$ Revenue 21,868,220 14,383,980 7,484,240 52.0 % Cost of revenue (18,373,672 ) (11,755,111 ) 6,618,561 56.3 % Gross profit 3,494,548 2,628,869 865,679 32.9 % Operating expenses General and administrative expenses (855,597 ) (512,650 ) 342,947 66.9 % Total operating expenses (855,597 ) (512,650 ) 342,947 66.9 % Income from operations 2,638,951 2,116,219 522,732 24.7 % Other income (expense) Interest expense, net (179,986 ) (74,574 ) 105,412 141.4 % Other income 797,160 78,960 718,200 909.6 % Total other income, net 617,174 4,386 612,788 13,971.5 % Income before tax expense 3,256,125 2,120,605 1,135,520 53.5 % Income tax expense (468,889 ) (317,096 ) 151,793 47.9 % Net income and total comprehensive income 2,787,236 1,803,509 983,727 54.5 % Revenue Our revenue was US$21,868,220 for the year ended March 31, 2023 as compared to US$14,383,980 for the year ended March 31, 2022, representing an increase of approximately US$7,484,240, or approximately 52.0%.
Added
The following table sets forth the breakdown of our revenue by sector for the years ended March 31, 2025 and 2024, respectively: For the years ended March 31, 2025 2024 USD USD Revenue Public 11,279,200 11,488,228 Private 22,571,841 16,084,464 Total revenue 33,851,041 27,572,692 Cost of revenue The following table sets forth the breakdown of our cost of revenue for the years ended March 31, 2025 and 2024: For the years ended March 31, 2025 2024 USD USD Cost of revenue Subcontracting costs 29,565,275 19,432,078 Material costs 3,499,002 1,463,208 Direct labor costs 1,636,370 1,164,626 Overhead costs 456,503 419,701 Total cost of revenue 35,157,150 22,479,613 Our cost of revenue, primarily consist of subcontracting costs, materials costs, direct labor costs and overhead costs such as depreciation of equipment that are directly attributable to services provided.
Removed
The increase in our revenue was mainly driven by the number of our projects contributed revenue increased from 16 for the year ended March 31, 2022 to 20 for the year ended March 31, 2023, of which the number of our projects contributed revenue of over US$1,000,000 during the year increased from 3 for the year ended March 31, 2022 to 8 for the year ended March 31, 2023.
Added
The increase was due to: (a) in line with the increase in revenue, (b) additional work has been necessitated with variation orders for certain projects in calendar year 2025, (c) unexpected delays in site instructions have led to cost overruns and additional work being required to meet project specifications in calendar year 2025. 76 Gross (loss) profit and gross (loss) profit margin Our gross (loss) profit and gross (loss) profit margin by project sector is summarized as follows: For the years ended March 31, 2025 2024 Public sector projects Gross (loss) profit USD (1,500,431 ) USD 956,115 Gross (loss) profit margin (13.3 )% 8.0 % Private sector projects Gross profit USD 194,322 USD 4,136,964 Gross profit margin 0.9 % 25.7 % Total Gross (loss) profit USD (1,306,109 ) USD 5,093,079 Gross (loss) profit margin (3.9 )% 18.5 % Our gross loss from public sector projects was USD1,500,431 for the year ended March 31, 2025, as compared to the gross profit of USD956,115 for the year ended March 31, 2024, a decrease of USD2,456,546, or -256.9%.
Removed
We secured our new business through direct invitations for tenders from customers and we receive, from time to time, invitations to submit tenders from construction contractors.
Added
Our total gross loss was USD1,306,109 for the year ended March 31, 2025, as compared to USD5,093,079 for the year ended March 31, 2024, an decrease of USD6,399,188, or 125.6%.
Removed
For the fiscal years ended March 31, 2023 and 2022, we submitted 33 and 39 tenders to our potential customers respectively, and our tender success rate was approximately 21.2% and 20.5% for the respective year.
Added
The decrease in total gross profit was mainly attributable to (a) 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; and (b) unexpected delays in site instructions have led to cost overruns in calendar year 2025 and additional work being required to meet project specifications.
Removed
We believe that our proven track record of quality works, our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain our customers’ trust and give us a competitive edge when tendering for projects.
Added
General and administrative expenses General and administrative expenses mainly consist of administrative staff cost, motor vehicle expenses, office supplies and maintenance expenses, legal and professional fees, IPO costs, change of credit loss allowances and other miscellaneous administrative expenses.
Removed
Our stable tender success rate demonstrates our c ompetitiveness in the Hong Kong wet trades works industry and the satisfaction of our customers with our services. 64 The following table sets forth the breakdown of our revenue by sector for the years ended March 31, 2023 and 2022, respectively: For the years ended March 31, Changes 2023 2022 Amount % US$ US$ US$ Revenue Public 6,307,454 2,029,667 4,277,787 210.8 % Private 15,560,766 12,354,313 3,206,453 26.0 % Total revenue 21,868,220 14,383,980 7,484,240 52.0 % Our revenue from public sector projects was US$6,307,454 for the year ended March 31, 2023 as compared to US$2,029,667 for the year ended March 31, 2022, representing an increase of approximately US$4,277,787, or approximately 210.8%.
Added
We incurred general and administrative expenses of USD4,048,726 for the year ended March 31, 2025, as compared to USD1,846,753 for the year ended March 31, 2024, an increase of USD2,201,974, or 119.2%. The increase was mainly due to the increase in credit loss allowances and IPO costs. Other income (expense) Other income (expense) mainly included interest expense and other income.
Removed
The increase in revenue from our public sector projects was mainly attributable to the increase in the amount of works performed by our Group in two ongoing sizable public sector projects that commenced in September 2022.
Added
We incurred interest expense of USD508,810 for the year ended March 31, 2025, as compared to USD286,090 for the year ended March 31, 2024, an increase of USD222,720, or 77.8%. The increase was mainly due to the increase in our bank and other borrowings during the year ended March 31, 2024. Other income mainly represents the bank interest income.
Removed
The revenue generated from such two projects were approximately US$5,708,292 for the year ended March 31, 2023 as compared to US$ nil for the year ended March 31, 2022.
Added
Other income increased by USD37,443 or 244.8% from USD15,297 for the year ended March 31, 2024 to USD52,740 for the year ended March 31, 2025. The increase is mainly due to the increase in bank interest income for the year ended March 31, 2025. Income tax expense Our company, Ming Shing Group Holdings Limited, was incorporated in the Cayman Islands.
Removed
Our revenue from private sector projects was US$15,560,766 for the year ended March 31, 2023 as compared to US$12,354,313 for the year ended March 31, 2022, representing an increase of approximately US$3,206,453, or approximately 26.0%.
Added
Our wholly owned subsidiary, MS (HK) Construction Engineering Limited, was incorporated in the British Virgin Islands. Pursuant to the current rules and regulations, the Cayman Islands and British Virgin Islands currently levy no taxes on individuals or corporations based upon profits, income, gains or appreciations and there is no taxation in the nature of inheritance tax or estate duty.
Removed
The increase in revenue from private sector projects was mainly attributable to the number of our private sector projects increased from 12 for the year ended March 31, 2022 to 14 for the year ended March 31, 2023.
Added
No provision has been made for Hong Kong Profits Tax in the financial statements as the Group did not have estimated assessable profits arising in Hong Kong for the year ended March 31, 2025.
Removed
Cost of revenue The following table sets forth the breakdown of our cost of revenue for the years ended March 31, 2023 and 2022: For the years ended March 31, Changes 2023 2022 Amount % US$ US$ Cost of revenue Subcontracting costs 14,004,217 9,772,994 4,231,223 43.3 % Material costs 2,758,803 1,043,647 1,715,156 164.3 % Direct labor costs 1,124,112 743,361 380,751 51.2 % Overhead costs 486,540 195,109 291,431 149.4 % Total cost of revenue 18,373,672 11,755,111 6,618,561 56.3 % Our cost of revenue, primarily consist of subcontracting costs, materials costs, direct labor costs and overhead costs such as depreciation of equipment that are directly attributable to services provided.
Added
Net (loss) income and total comprehensive (loss) income As a result of the forgoing, we reported a net loss and total comprehensive loss of USD5,730,751 for the year ended March 31, 2025, as compared to a net income and total comprehensive income USD2,326,597 for the year ended March 31, 2024, a decrease of USD8,057,348, or -346.3%.
Removed
The increase was generally in line with the increase in revenue while the increase in material costs for the year ended March 31, 2023 was mainly attributable to the increase in the number and size of projects that required the Group to purchase more materials during the year ended March 31, 2023. 65 Gross profit and gross profit margin Our total gross profit was US$3,494,548 for the year ended March 31, 2023, as compared to US$2,628,869 for the year ended March 31, 2022, an increase of US$865,679, or 32.9%.
Added
Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000 (US$256,410), and 16.5% on any part of assessable profits over HK$2,000,000 (US$256,410).
Removed
Our gross profit and gross profit margin by project sector is summarized as follows: For the years ended March 31, Changes 2023 2022 Amount % Public sector projects Gross profit US$ 2,357,065 US$ 348,218 US$ 2,008,847 576.9 % Gross profit margin 37.4 % 17.2 % 20.2 % Private sector projects Gross profit US$ 1,137,483 US$ 2,280,651 US$ (1,143,168 ) (50.1 )% Gross profit margin 7.3 % 18.5 % (11.2 )% Total Gross profit US$ 3,494,548 US$ 2,628,869 US$ 865,679 32.9 % Gross profit margin 16.0 % 18.3 % (2.33 )% Our gross profit from public sector projects was US$2,357,065 for the year ended March 31, 2023, as compared to US$348,218 for the year ended March 31, 2022, an increase of US$2,008,847, or 576.9%.
Added
For the years ended March 31, 2024 and 2023, our Group had assessable profits in Hong Kong and a provision for paying the Hong Kong profits tax has been made accordingly. 80 Other income (expense) Other income (expense) mainly included interest expense and other income.
Removed
The increase in gross profit was mainly attributable to the increase in revenue from public sector projects as discussed above.
Added
Therefore, the Company is not subject to any income tax in the Cayman Islands or British Virgin Islands. Our two indirectly wholly-owned subsidiaries, MS (HK) Engineering Limited and MS Engineering Co., Limited, are subject to income tax within Hong Kong at the applicable tax rate on taxable income.
Removed
Our gross profit margin from public sector projects increased from 17.2% for the year ended March 31, 2022 to 37.4% for the year ended March 31, 2023, which was mainly due to two of our sizable public sector projects that commenced in September 2022 were with higher gross profit margin.
Added
As of March 31, 2025 2024 USD USD Assets Current assets Cash and cash equivalents 249,923 1,080,514 Accounts receivable, net 4,222,982 1,643,568 Contract assets 5,304,061 6,098,497 Deposits, prepayments and other current assets 483,864 20,925 10,260,830 8,843,504 Non-current assets Property and equipment, net 1,132,422 1,223,100 Right-of-use assets - finance lease 147,967 216,065 Life insurance policy, cash surrender value 167,224 160,891 Contract assets 1,636,414 740,600 Deferred costs - 704,568 Deferred tax assets 79,426 150 3,163,453 3,045,374 Total assets 13,424,283 11,888,878 Current liabilities Accounts payable 3,964,976 3,166,177 Bank and other borrowings 4,761,434 3,818,453 Finance lease liabilities 66,150 67,372 Accrued expenses and other current liabilities 412,470 136,791 Income tax payable 321,445 552,670 9,526,475 7,741,463 Non-current liabilities Bank and other borrowings 2,865,484 3,033,780 Finance lease liabilities 48,345 114,495 Deferred tax liabilities - 878 2,913,829 3,149,153 Total liabilities 12,440,304 10,890,616 82 Cash and cash equivalents Our cash and cash equivalents decreased from USD1,080,514 as of March 31, 2024 to USD249,923 as of March 31, 2025.
Removed
Such projects were technically less complex than originally expected which resulted in lower costs incurred when performing the relevant wet trades works and we were able to record a higher profit margin from such projects.
Added
The decrease mainly resulted from our business operations as well as the repayments and proceeds from bank and other borrowings.
Removed
Our gross profit from private sector projects was US$1,137,483 for the year ended March 31, 2023, as compared to US$2,280,651 for the year ended March 31, 2022, a decrease of US$1,143,168, or -50.1%.
Added
Accounts receivable, net Our accounts receivable, net increased from USD1,643,568 as of March 31, 2024 to USD4,222,982 as of March 31, 2025, which 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.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

56 edited+15 added−3 removed37 unchanged
Board Committees We established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Copy of our committee charters can be found on our corporate investor relations website at http://ms100.com.hk.
Board Committees We have established three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We have adopted a charter for each of the three committees. Copy of our committee charters can be found on our corporate investor relations website at http://ms100.com.hk.
The nominating committee will be responsible for, among other things: ● selecting and recommending to the board nominees for election; ● overseeing the board’s annual review of its performance (including its composition and organization), and making appropriate recommendations to improve performance; ● monitoring compliance with the Company’s Code of Business Conduct and Ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
The nominating committee is responsible for, among other things: ● selecting and recommending to the board nominees for election; ● overseeing the board’s annual review of its performance (including its composition and organization), and making appropriate recommendations to improve performance; ● monitoring compliance with the Company’s Code of Business Conduct and Ethics, including reviewing the adequacy and effectiveness of the Company’s procedures to ensure proper compliance; and ● advising the board periodically with regards to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to the board on all matters of corporate governance and on any remedial action to be taken.
Employment Agreements with Named Executive Officers and Director We have entered into employment agreement with our named executive officers. The named executive officers are entitled to a fixed salary and other company benefits, each as determined by the Board from time to time.
Employment Agreements with Named Executive Officers and Director We have entered into employment agreements with our named executive officers. The named executive officers are entitled to a fixed salary and other company benefits, each as determined by the Board from time to time.
Our company has a right to seek damages against any director who breaches a duty owed to us. 80 The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; and ● exercising the borrowing powers of our company and mortgaging the property of our company.
Our company has a right to seek damages against any director who breaches a duty owed to us. 96 The functions and powers of our board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; and ● exercising the borrowing powers of our company and mortgaging the property of our company.
The compensation committee will be responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and evaluating annually the appropriate level of compensation for board and committee service by non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and evaluating annually the appropriate level of compensation for board and committee service by non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
Arrangements Concerning Election of Directors We are not a party to, and are not aware of, any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 75 B.
Arrangements Concerning Election of Directors We are not a party to, and are not aware of, any arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. 91 B.
The audit committee will be responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our Code of Business Conduct and Ethics. 79 Compensation Committee .
The audit committee is responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● discussing the annual audited financial statements with management and the independent auditors; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our Code of Business Conduct and Ethics.
Lam shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination.
Li shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination.
Our Company is authorized to issue 100,000,000 Ordinary Shares with par value of US$0.0005. The calculations in the table below are based on 11,250,000 Ordinary Shares issued and outstanding as of the date of this Annual Report. All of our shareholders who own our Ordinary Shares have the same voting rights.
Our Company is authorized to issue 100,000,000 Ordinary Shares with par value of US$0.0005. The calculations in the table below are based on 12,975,000 Ordinary Shares issued and outstanding as of the date of this Annual Report. All of our shareholders who own our Ordinary Shares have the same voting rights.
Due from related parties As of March 31, 2024 and 2023, the balances of amounts due from related parties were as follows: As of March 31, 2024 2023 2022 USD USD USD Due from a related party Mr. Chi Ming Lam (1 and 2) - 78,355 520,151 Total - 78,355 520,151 (1) Mr.
Due from related parties As of March 31, 2025, and 2024, the balances of amounts due from related parties were as follows: As of March 31, 2025 2024 2023 USD USD USD Due from a related party Mr. Chi Ming Lam (1 and 2) - - 78,355 Total - - 78,355 (1) Mr.
Pursuant to the terms of the independent director agreements entered into with the Company’s 3 independent directors who will serve as directors upon the completion of the Company’s initial public offering, the director shall receive a monthly remuneration of HK$12,000 which shall accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if the director’s appointment is terminated prior to the end of a calendar month, the director shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination.
Pursuant to the terms of the independent director agreements entered into with the Company’s 3 independent directors, the director shall receive a monthly remuneration of HK$12,000 which shall accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if the director’s appointment is terminated prior to the end of a calendar month, the director shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination.
Tsoi (the “ named executive officers ”). Name and principal position Year/ period Fee earned or paid in cash Base compensation and bonus Share awards Option awards Non-equity incentive plan compensation Change in pension value and non-qualified deferred All other compensation Total ($) ($) ($) ($) ($) ($) ($) ($) Mr.
Name and principal position Year/ period Fee earned or paid in cash Base compensation and bonus Share awards Option awards Non-equity incentive plan compensation Change in pension value and non-qualified deferred All other compensation Total ($) ($) ($) ($) ($) ($) ($) ($) Mr.
Lam to the Company was nil. There are no related party transactions to report for the period between March 31, 2024 and the date of this Annual Report, and as of the date of this Annual Report the Company has ceased all related party transactions.
There are no related party transactions to report for the period between March 31, 2025 and the date of this Annual Report, and as of the date of this Annual Report the Company has ceased all related party transactions.
Wai Chun Chik serving as chair. Our board of directors has determined that Ms. Wai Chun Chik qualifies as an “audit committee financial expert” and has the accounting or financial management expertise as defined under Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of Rule 5605(c)(2)(A) of the Nasdaq Stock Market Rules.
Wai Chun Chik qualifies as an “audit committee financial expert” and has the accounting or financial management expertise as defined under Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of Rule 5605(c)(2)(A) of the Nasdaq Stock Market Rules. We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr.
Except for Ms. Lin and Mr. Lam, none of the other directors, proposed directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Lam, none of the other directors, proposed directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
The board of directors has oversight of executive compensation plans, policies and programs. 76 The following table sets forth certain information with respect to compensation for the fiscal years ended March 31, 2024, 2023 and 2022 earned by or paid to our chief executive officer, Mr. Lam, the chief financial officer, Ms. Lin, and the chief accounting officer, Mr.
The board of directors has oversight of executive compensation plans, policies and programs. 92 The following table sets forth certain information with respect to compensation for the fiscal years ended March 31, 2025, 2024, and 2023 earned by or paid to our chief executive officer, Mr. Li, our director and former Chief Executive Officer, Mr.
She currently serves as the company secretary of P.B. Group Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8331) since August 2019, and FingerTango Inc., a company that is listed on the Hong Kong Stock Exchange (HKEx: 6860) since July 2023.
Group Limited, a company that is listed on the Hong Kong Stock Exchange (HKEx: 8331) since August 2019, and FingerTango Inc., a company that is listed on the Hong Kong Stock Exchange (HKEx: 6860) since July 2023.
In addition, we may provide incentive grants of stock, options or other securities convertible into or exchangeable for, our securities. 77 Executive Compensation Recovery Policy On July 29, 2024, our board of directors adopted an Executive Compensation Recovery Policy providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
Lam is considered a non-employee non-independent director. 93 Executive Compensation Recovery Policy On July 29, 2024, our board of directors adopted an Executive Compensation Recovery Policy providing for the recovery of certain incentive-based compensation from current and former executive officers of the Company in the event the Company is required to restate any of its financial statements filed with the SEC under the Exchange Act in order to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
A copy of the compensation committee’s charter is available at our corporate website. Nominating and Corporate Governance Committee . We expect that upon completion of the Company’s initial public offering, the Nominating and Corporate Governance Committee will be comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan, with Mr. Yu Yuan serving as chairman.
A copy of the compensation committee’s charter is available at our corporate website. Nominating and Corporate Governance Committee . The Nominating and Corporate Governance Committee is comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan, with Mr. Yu Yuan serving as chairman. We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr.
Yuan has over 10 years of experience in engineering. From August 2012 to June 2017, Mr. Yuan worked in Victor Li & Associates Ltd., with his last position as an assistant project manager. From June 2017 to February 2019, Mr. Yuan was an assistant project manager of SHUNLEE Engineering Corporation Limited. From March 2019 to April 2021, Mr.
Yuan worked in Victor Li & Associates Ltd., with his last position as an assistant project manager. From June 2017 to February 2019, Mr. Yuan was an assistant project manager of SHUNLEE Engineering Corporation Limited. From March 2019 to April 2021, Mr. Yuan was a project manager of Vicon Construction Co., Ltd. Since April 2021, Mr.
Pik Chun Lin Chief Financial Officer Fiscal year ended March 31, 2022 45,045 - - - - - 1,154 46,199 Fiscal year ended March 31, 2023 34,872 - - - - - 1,449 36,321 Fiscal year ended March 31, 2024 110,256 - - - - - 2,308 112,564 Mr.
Pik Chun Lin Chief Financial Officer Fiscal year ended March 31, 2023 34,872 - - - - - 1,449 36,321 Fiscal year ended March 31, 2024 110,256 - - - - - 2,308 112,564 Fiscal year ended March 31, 2025 130,769 - - - - - 2,308 133,077 Mr.
Chi Ming Lam Chief Executive Officer Fiscal year ended March 31, 2022 52,372 - - - - - 1,154 53,526 Fiscal year ended March 31, 2023 73,333 - - - - - 1,744 75,077 Fiscal year ended March 31, 2024 84,615 - - - - - 2,308 86,923 Ms.
Chi Ming Lam Director Fiscal year ended March 31, 2023 73,333 - - - - - 1,744 75,077 Fiscal year ended March 31, 2024 84,615 - - - - - 2,308 86,923 Fiscal year ended March 31, 2025 84,615 - - - - - 2,308 86,923 Ms.
Lao was a site engineer of Kowloon Development Engineering Limited. Since August 2018, Mr. Lao has been a project manager of YSK2 Engineering Company Limited. Mr. Lao obtained a Bachelor of Engineering degree in civil engineering from the University of Hong Kong in 2012. Mr.
Lao has been a project manager of YSK2 Engineering Company Limited. Mr. Lao obtained a Bachelor of Engineering degree in civil engineering from the University of Hong Kong in 2012. Mr. Lao has been a member of the Hong Kong Institution of Engineers and the Institution of Structural Engineers since June 2018. Mr.
From May 2009 to May 2010, she was an assistant accountant of ELM Computer Technologies Limited. From May 2007 to April 2009, she was an accounting assistant of Linmark (HK) Limited. Ms. Lin obtained a Bachelor of Arts with Honors in Accounting from the University of Bedfordshire in February 2012.
From May 2007 to April 2009, she was an accounting assistant of Linmark (HK) Limited. Ms. Lin obtained a Bachelor of Arts with Honors in Accounting from the University of Bedfordshire in February 2012. She also obtained an advanced diploma in accounting from the University of Hong Kong School of Professional and Continuing Education in June 2010. Ms.
Yuan was a project manager of Vicon Construction Co., Ltd. Since April 2021, Mr. Yuan has been a senior engineer in BUCG-CCCL JOINT VENTURE. Mr. Yuan obtained a Bachelor of Engineering degree in civil engineering in 2012 from the University of Hong Kong and a Master of Science degree in engineering (geotechnical engineering) in 2016. Mr.
Yuan has been a senior engineer in BUCG-CCCL JOINT VENTURE. Mr. Yuan obtained a Bachelor of Engineering degree in civil engineering in 2012 from the University of Hong Kong and a Master of Science degree in engineering (geotechnical engineering) in 2016. Mr. Yuan has been a chartered civil engineer under the Institution of Civil Engineers since July 2020.
Chief Financial Officer Pik Chun LIN, age 38, has over 15 years of experience in accounting. Ms. Lin joined our Group in April 2014 and was appointed as our Chief Financial Officer on December 22, 2022. From June 2010 to March 2014, she was an accounting officer for Legend Swimwear Factory Limited.
Lin joined our Group in April 2014 and was appointed as our Chief Financial Officer on December 22, 2022. From June 2010 to March 2014, she was an accounting officer for Legend Swimwear Factory Limited. From May 2009 to May 2010, she was an assistant accountant of ELM Computer Technologies Limited.
Chi Ming Lam is the Chief Executive Officer, director and Chairman of the Company. (3) Represents the total advances from (payments to) Mr. Lam for the years ended March 31, 2024, 2023, and 2022 which were non-trade in nature, unsecured, interest-free and had no fixed term of repayment. As of March 31, 2024, the amount due from Mr.
Lam for the years ended March 31, 2025, 2024, and 2023 which were non-trade in nature, unsecured, interest-free and had no fixed term of repayment. As of March 31, 2025, the amount due from Mr. Lam to the Company was nil.
Tsoi has served as the financial controller and company secretary of Noble Engineering Group Holdings Limited (HKEx: 8445), a company listed on the GEM of the Stock Exchange of Hong Kong Limited, since January 2017, a position which he holds today. Mr. Tsoi obtained a bachelor’s degree of accountancy from The Hong Kong Polytechnic University in November 2010. Mr.
Tsoi has served as the financial controller and company secretary of Noble Engineering Group Holdings Limited (HKEx: 8445), a company listed on the GEM of the Stock Exchange of Hong Kong Limited, since January 2017, a position which he holds today. Mr. Tsoi has served as an independent director of Phoenix Asia Holdings Limited (Nasdaq: PHOE) since April 2025. Mr.
Lam has been a director and shareholder of MS (HK) Engineering Limited since its incorporation in 2012 and he has been a director and a shareholder of MS Engineering Co., Limited since its incorporation in 2019 and 2021, respectively. He was appointed as our Chief Executive Officer and Chairman on December 22, 2022. Mr.
Lam has been a director and shareholder of MS (HK) Engineering Limited since its incorporation in 2012 and he has been a director and a shareholder of MS Engineering Co., Limited since its incorporation in 2019 and 2021, respectively.
Yuan has been a chartered civil engineer under the Institution of Civil Engineers since July 2020. Election of Officers Our executive officers are appointed by, and serve at the discretion of, our board of directors. Family Relationships Ms. Pik Chun Lin, our Chief Financial Officer, and Mr. Chi Ming Lam, our Chief Executive Officer, Director and Chairman, are married.
Election of Officers Our executive officers are appointed by, and serve at the discretion of, our board of directors. Family Relationships Ms. Pik Chun Lin, our Chief Financial Officer, and Mr. Chi Ming Lam, our Non-independent Director are married. Except for Ms. Lin and Mr.
The following is a brief biography of each of our executive officers and directors: Executive Officers: Chief Executive Officer Chi Ming LAM, age 39, has over 20 years of experience in the wet trades works industry. Mr.
The following is a brief biography of each of our executive officers and directors: Executive Officers: Chief Executive Officer Mr. Wenjin Li, age 46, has over 20 years of experience in business administration and sales and marketing. Mr.
Chi Ming Lam is the Chief Executive Officer, director and Chairman of the Company. (2) The balance represented the advances to Mr. Lam. The amount was unsecured, interest-free and repayable on demand. The balance has been fully repaid as of the date of this report. b.
Chi Ming Lam was the Chief Executive Officer, director and Chairman of the Company until June 2, 2025. Effective June 2, 2025, Mr. Lam resigned from his position and is currently a director of the company. (2) The balance represented the advances to Mr. Lam. The amount was unsecured, interest-free and repayable on demand.
Dongjie LAO, age 35, will serve as a director immediately upon the closing of the Company’s initial public offering. Mr. Lao has over 10 years of experience in engineering. From July 2012 to April 2017, Mr. Lao was an engineer of AECOM Asia Co. Ltd. From March 2017 to August 2018, Mr.
Dongjie LAO, age 36, has served as our director since November 25, 2024. Mr. Lao has over 10 years of experience in engineering. From July 2012 to April 2017, Mr. Lao was an engineer of AECOM Asia Co. Ltd. From March 2017 to August 2018, Mr. Lao was a site engineer of Kowloon Development Engineering Limited. Since August 2018, Mr.
Lam will receive a monthly remuneration of HK$55,000 which shall accrue on a day to day basis payable in arrears on the last day of each calendar month provided that if Mr. Lam’s appointment is terminated prior to the end of a calendar month, Mr.
Wenjin Li, which term was effective June 2, 2025, Mr. Li will receive a monthly remuneration of US$1,250 which accrues on a day to day basis payable in arrears on the last day of each calendar month provided that if Mr. Li’s appointment is terminated prior to the end of a calendar month, Mr.
We will pay our independent directors an annual cash retainer subject to terms of the definitive agreements. We will also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity.
Mr. Li receives an annual compensation of US$15,000 for his membership on the Board subject to the term of his definitive agreement. We also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity.
We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan satisfy the “independence” requirements for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Yu Yuan satisfy the “independence” requirements for purposes of serving on an audit committee under Rule 10A-3 of the Exchange Act and Rule 5605(a)(2) of the Nasdaq Stock Market Rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company.
A director may, subject to any separate requirement for audit committee approval under applicable law, the Amended Memorandum and Articles or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of a certain contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such a contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter. 81 Board Diversity 1 Board Diversity Matrix (as of the date of this Annual Report) Country of Principal Executive Offices: Hong Kong Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 1 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 1 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction — LGBTQ+ D.
A director may, subject to any separate requirement for audit committee approval under applicable law, the Amended Memorandum and Articles or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of a certain contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such a contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter. 97 D.
Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at 8/F, Cheong Tai Industrial Building, 16 Tai Yau Street, San Po Kong, Kowloon, Hong Kong. As of the date of this Annual Report, we have one shareholder of record.
Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of our Company at Office Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong. As of the date of this Annual Report, we have one shareholder of record.
Chi Ming Lam (2 and 3) 1,058,733 632,648 354,232 Mr. Chi Ming Lam (2 and 3) (2,730,449 ) (2,754,955 ) (1,623,892 ) Total (1,671,716 ) (2,122,307 ) (1,269,660 ) (1) Mo Building Material Limited is a company in which Mr. Chi Ming Lam had beneficial interest before September 2, 2022. (2) Mr.
Chi Ming Lam (2) 1,108,692 1,711,225 2,564,103 Total 1,108,692 1,711,225 2,564,103 Advances from (Payment to) a related party Mr. Chi Ming Lam (2 and 3) - 1,058,733 632,648 Mr. Chi Ming Lam (2 and 3) (1,108,692 ) (2,730,449 ) (2,754,955 ) Total (1,108,692 ) (1,671,716 ) (2,122,307 ) (1) Mo Building Material Limited is a company in which Mr.
We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan, satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Yu Yuan, satisfy the “independence” requirements of Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Directors and Senior Management Set forth below is information concerning our directors and executive officers as of the date of this Annual Report: Name Age Position(s) Chi Ming LAM 39 Director, Chief Executive Officer and Chairman Pik Chun LIN 38 Chief Financial Officer Chi Hei TSOI 36 Chief Accounting Officer Wai Chun CHIK 39 Independent Director Nominee* Dongjie LAO 35 Independent Director Nominee* Yu YUAN 34 Independent Director Nominee* * These individuals consent to serving in such position upon the closing of the Company’s initial public offering.
Directors and Senior Management Set forth below is information concerning our directors and executive officers as of the date of this Annual Report: Name Age Position(s) Wenjin LI 46 Chief Executive Officer and Chairman, and Non-independent Director Pik Chun LIN 39 Chief Financial Officer Chi Hei TSOI 37 Chief Accounting Officer Chi Ming LAM 40 Non-independent Director Wai Chun CHIK 40 Independent Director Dongjie LAO 36 Independent Director Yu YUAN 35 Independent Director The business address of each of the officers and directors is at Office Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong.
We expect that upon completion of the Company’s initial public offering, the Compensation Committee will be comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan, with Mr. Dongjie Lao serving as chair. We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr.
A copy of the audit committee’s charter is available at our corporate website. 95 Compensation Committee . The Compensation Committee is comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan, with Mr. Dongjie Lao serving as chair. We have also determined that Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr.
Chi Hei Tsoi Chief Accounting Officer Fiscal year ended March 31, 2022 - - - - - - - - Fiscal year ended March 31, 2023 - - - - - - - - Fiscal year ended March 31, 2024 - - - - - - - - Compensation of Directors For the fiscal years ended March 31, 2024, 2023 and 2022, no members of our board of directors received compensation in their capacity as directors.
Chi Hei Tsoi Chief Accounting Officer Fiscal year ended March 31, 2023 - - - - - - - - Fiscal year ended March 31, 2024 - - - - - - - - Fiscal year ended March 31, 2025 11,538 - - - - - - 11,538 Compensation of Directors For the fiscal year ended March 31, 2025, each of our independent directors, Ms.
Related party transactions For the years ended March 31, 2024 2023 2022 USD USD USD Purchases from a related party Mo Building Material Limited (1) - 425,128 335,431 Total - 425,128 335,431 Dividend declared and offsetting against due from Mr. Chi Ming Lam (2) 1,711,225 2,564,103 1,282,051 Total 1,711,225 2,564,103 1,282,051 Advances from (Payment to) a related party Mr.
The balance has been fully repaid as of the date of this report. b. Related party transactions For the years ended March 31, 2025 2024 2023 USD USD USD Purchases from a related party Mo Building Material Limited (1) - - 425,128 Total - - 425,128 Dividend declared and offsetting against due from Mr.
She also obtained an advanced diploma in accounting from the University of Hong Kong School of Professional and Continuing Education in June 2010. Ms. Lin is the spouse of Mr. Lam. Chief Accounting Officer Chi Hei TSOI, age 36, has over 10 years of experience in auditing, accounting and financial management. Mr.
Lin is the spouse of Mr. Lam, our non-independent director. Chief Accounting Officer Chi Hei TSOI, age 37, has over 10 years of experience in auditing, accounting and financial management. Mr.
Ordinary Shares beneficially owned Number % Directors and Executive Officer: Chi Ming LAM Chief Executive Officer 11,250,000 100 Pik Chun LIN Chief Financial Officer - - Chi Hei TSOI Chief Accounting Officer - - Wai Chun CHIK - - Dongjie LAO - - Yu YUAN - - All directors and executive officers as a group 11,250,000 100 1 Nauth NTD: DF/Company teams, assuming IPO is not completed prior to filing of this annual report, this matrix lists just Mr.
Ordinary Shares beneficially owned Number % Directors and Executive Officers: Wenjin LI Chief Executive Officer and Director Pik Chun LIN Chief Financial Officer - - Chi Hei TSOI Chief Accounting Officer - - Chi Ming LAM, Director 10,554,000 81.34 Wai Chun CHIK, Director - - Dongjie LAO, Director - - Yu YUAN, Director - - All directors and executive officers as a group 10,554,000 81.34 98 10,554,000 of the Company’s Ordinary Shares are owned by Mr.
Each committee’s members will be appointed upon the close of our Company’s initial public offering and listing on Nasdaq. Their functions are described below. Audit Committee . We expect that on completion of the Company’s initial public offering, the audit committee will be comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan with Ms.
Each committee’s members were appointed to the committees effective November 25, 2024. Their functions are described below. Audit Committee . The audit committee is comprised of Ms. Wai Chun Chik, Mr. Dongjie Lao and Mr. Yu Yuan with Ms. Wai Chun Chik serving as chair. Our board of directors has determined that Ms.
Chi Ming Lam is our only non-independent director. He was appointed as director, chief executive officer and chairman of the board on August 17, 2022.
Lam was appointed as director, chief executive officer and chairman of the board on August 17, 2022. Effective June 2, 2025, Mr. Lam resigned as chairman and chief executive officer of the company and Mr. Li was appointed as chairman and chief executive officer of the company. Mr. Li was appointed to the board on December 17, 2024.
Policies and Procedures for Related Party Transactions Our board of directors has established an audit committee that is tasked with reviewing and approving all related party transactions. 78 C. Board Practices Board of Directors We expect our board of directors will consist of four (4) directors after completion of the Company’s initial public offering. Currently, Mr.
Policies and Procedures for Related Party Transactions Our board of directors has established an audit committee that is tasked with reviewing and approving all related party transactions. 94 C. Board Practices Board of Directors Our board of directors consists of five (5) directors. We have three directors that are considered independent under Nasdaq Stock Market Listing Rules – Ms.
Director Compensation — Non-Employee Directors For the fiscal years ended March 31, 2024, 2023 and 2022, the Company did not have any non-employee directors. At the closing of the Company’s initial public offering, we will engage three independent directors, who are not employees of the Company or any of the Operating Subsidiaries, as non-employee directors.
For the fiscal years ended March 31, 2024, and March 31, 2023, the Company did not have any non-employee non-independent directors. For the fiscal year ended March 31, 2025, the company had one non-employee non-independent director.
The Company is not aware that it is directly owned or controlled by another corporation, any foreign government or any other natural or legal person(s) severally or jointly. There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company. F.
There are no arrangements known to us, the operation of which may at a subsequent date result in a change in the control of our company. F. Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
Lao has been a member of the Hong Kong Institution of Engineers and the Institution of Structural Engineers since June 2018. Mr. Lao has been a registered professional engineer under the engineers registration board of Hong Kong since November 2020. Yu YUAN, age 34, will serve as a director immediately upon the closing of the Company’s initial public offering. Mr.
Lao has been a registered professional engineer under the engineers registration board of Hong Kong since November 2020. Yu YUAN, age 35, has served as our director since November 25, 2024. Mr. Yuan has over 10 years of experience in engineering. From August 2012 to June 2017, Mr.
Lam is mainly responsible for the overall management, formulation of business strategies, project management and day-to-day management of our Operating Subsidiaries’ operations. Mr. Lam completed Form 5 secondary education in Hong Kong in 2005. Mr. Lam obtained a foundation diploma in electrical engineering from the Vocational Training Council of Hong Kong in 2009.
Lam completed Form 5 secondary education in Hong Kong in 2005. Mr. Lam obtained a foundation diploma in electrical engineering from the Vocational Training Council of Hong Kong in 2009. Independent Directors: Wai Chun CHIK, age 40, has served as our director since November 25, 2024. Ms.
Lam. DF: Confirmed 82 The Company’s Ordinary Shares are owned by Mr. Chi Ming Lam, a citizen of Hong Kong. Mr. Lam owns 11,250,000 Ordinary Shares, which represent 100% of the Company’s issued and outstanding shares as of the date hereof.
Chi Ming Lam, a citizen of Hong Kong. Mr. Lam owns 10,554,000 Ordinary Shares, which represent 81.34% of the Company’s 12,975,000 total issued and outstanding shares as of the date hereof. The Company is not aware that it is directly owned or controlled by another corporation, any foreign government or any other natural or legal person(s) severally or jointly.
Pursuant to the terms of the non-independent director agreement entered into between the Company and Mr. Chi Ming Lam, which term will become effective upon the completion of the Company’s initial public offering, Mr.
Pursuant to the terms of the non-independent director agreement entered into between the Company and Mr. Chi Ming Lam, which term became effective on November 25, 2024, Mr. Lam receives a monthly remuneration of HK$55,000 which accrues on a day to day basis payable in arrears on the last day of each calendar month provided that if Mr.
Tsoi is a Certified Public Accountant (Practicing) registered in the Accounting and Financial Reporting Council of Hong Kong. 74 Independent Directors: Wai Chun CHIK, age 39, will serve as a director immediately upon the closing of the Company’s initial public offering. Ms. Chik has over 15 years of experience in the auditing, accounting, corporate governance and company secretarial matters.
Tsoi obtained a bachelor’s degree of accountancy from The Hong Kong Polytechnic University in November 2010. Mr. Tsoi is a Certified Public Accountant (Practicing) registered in the Accounting and Financial Reporting Council of Hong Kong. 90 Non-independent Director: Chi Ming LAM, age 40, has over 20 years of experience in the wet trades works industry. Mr.
Removed
The business address of each of the officers and directors is at 8/F, Cheong Tai Industrial Building, 16 Tai Yau Street, San Po Kong, Kowloon, Hong Kong.
Added
Li has been a director of the Company since December 17, 2024 and was appointed as the Chairman and Chief Executive Officer effective June 2, 2025. Mr. Li currently serves as general manager of Xiamen Zhenghe Xinneng Digital Technology Co., Ltd, a position he has held since 2016.
Removed
The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
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From 2007 to 2016, he was general manager of FeiQuBuKe (Xiamen) Information Technology Co., Ltd. From 2004 to 2007, he was vice president of Jinan Dali Food Co., Ltd. From 2001 to 2004, he was sales manager of Tsingtao Brewery Group (Guangdong Company and Fujian Company). Mr.
Removed
Disclosure of a registrant’s action to recover erroneously awarded compensation Not applicable.
Added
Li is mainly responsible for the overall management, formulation of business strategies, project management and day-to-day management of our Operating Subsidiaries’ operations. Mr. Li obtained a bachelor of business management from Xiamen University in 2001. Chief Financial Officer Pik Chun LIN, age 39, has over 15 years of experience in accounting. Ms.
Added
He was appointed as our Chief Executive Officer and Chairman on December 22, 2022, a position from which he resigned effective June 2, 2025 to devote more time to growing the wet trades works business in Hong Kong and take direct oversight of the key operational subsidiaries in Hong Kong. Mr.
Added
Chik has over 15 years of experience in the auditing, accounting, corporate governance and company secretarial matters. She currently serves as the company secretary of P.B.
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Lam, the chief financial officer, Ms. Lin, and the chief accounting officer, Mr. Tsoi (the “ named executive officers ”).
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Wenjin Li Chief Executive Officer Fiscal year ended March 31, 2023 - - - - - - - - Fiscal year ended March 31, 2024 - - - - - - - - Fiscal year ended March 31, 2025 - - - - - - - - Mr.
Added
Chik, Mr. Lao and Mr. Yu each received US$5,675 in compensation. Our independent directors did not receive any compensation for the fiscal years ended March 31, 2024 and 2023. Director Compensation – Non-Employee Directors For the fiscal years ended March 31, 2024, and March 31, 2023, the Company did not have any non-employee independent directors.
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For the fiscal year ended March 31, 2025, the company had three independent directors, who are not employees of the Company or any of the Operating Subsidiaries, as non-employee directors. We pay our independent directors an annual compensation of HK$144,000 subject to terms of the definitive agreements.
Added
We also reimburse all directors for any out-of-pocket expenses incurred by them in connection with their services provided in such capacity. In addition, we may provide incentive grants of stock, options or other securities convertible into or exchangeable for, our securities.
Added
On December 17, 2024, the board of directors of the Company increased the size of the board of directors by one director, pursuant to provisions in the second amended and restated articles of association of the Company, and approved the appointment of Mr. Wenjin Li as a director of the Company, effective December 17, 2024. Mr. Li accepted the position.
Added
In addition, we may provide incentive grants of stock, options or other securities convertible into or exchangeable for, our securities. Effective June 2, 2025, Mr. Lam resigned as our Chairman and Chief Executive Officer and Mr. Li was appointed as our Chairman and Chief Executive Officer. Effective June 2, 2025, Mr. Li is considered an employee non-independent director and Mr.
Added
Chi Ming Lam had beneficial interest before September 2, 2022. (2) Mr. Chi Ming Lam was the Chief Executive Officer, director and Chairman of the Company until June 2, 2025. Effective June 2, 2025, Mr. Lam resigned from his position and is currently a director of the company. (3) Represents the total advances from (payments to) Mr.
Added
Wai Chun Chik, Mr. Dongjie Lao, and Mr. Yu Yuan. Ms. Chik, Mr. Lao, and Mr. Yuan were appointed to the board effective November 25, 2024. We also have two directors that are considered non-independent under Nasdaq Stock Market Listing Rules – Mr. Chi Ming Lam and Mr. Wenjin Li. Mr.
Added
Lam’s appointment is terminated prior to the end of a calendar month, Mr. Lam shall only be entitled to a proportionate part of such salary in respect of the period of service during the relevant month up to the date of termination. Pursuant to the terms of the non-independent director agreement entered into between the Company and Mr.