UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~September~~October 2025

Commission File Number: 001-42418

Ming Shing Group Holdings Limited

(Registrant’s Name)

Office Unit B8, 27/F ~~NCB Innovation Centre No. 888 Lai Chi Kok Road Kowloon, Hong Kong~~

NCB Innovation Centre

No. 888 Lai Chi Kok Road

Kowloon, Hong Kong

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Ming Shing,” “we,” “us” and “our” refer to Ming Shing Group Holdings Limited and its subsidiaries.

~~Appointment~~Promissory ofNote ~~Directors~~ and ~~Executive~~Stock ~~Officer~~Pledge Agreement

On ~~September~~October 2230, 2025, ~~the~~Mr. ~~board~~Chi ofMing ~~directors~~Lam, ofour ~~the~~non-independent ~~Company~~director, ~~(the~~executed ~~“Board”) increased~~a ~~the~~secured ~~size~~promissory ofnote (the ~~Board by two directors~~“Note”), pursuant to ~~provisions~~which inMr. ~~the~~Lam ~~second~~agrees ~~amended~~to ~~and~~pay ~~restated~~Relaxandrinks ~~articles~~Limited, ofa ~~association~~company ofincorporated in the ~~Company~~United Kingdom, ~~and~~the ~~approved~~principal ~~the~~sum ~~appointment~~ of MrUS$1. ~~Han YAN~~6 million, ~~age~~secured ~~29,~~by as a ~~non-independent~~pledge ~~executive director~~ of ~~the Company and Ms. Qiuxian QIAO~~5,400,000 ~~age~~ordinary 42shares, aspar anvalue ~~independent non-executive~~US$0.0005, ~~director~~ of the Company, ~~effective~~standing ~~September 22, 2025. Mr. Yan is stepping~~ in as the ~~Company’s~~name ~~Chief~~of ~~Operating Officer.~~ Mr. ~~Yan and Ms~~Lam. Simultaneous ~~Qiao accepted the positions. Pursuant~~ to the ~~director~~execution ~~agreement~~of ~~between Mr. Yan and~~ the ~~Company and Ms~~Note. ~~Qiao and the Company,~~ Mr. ~~Yan~~Lam ~~and~~executed ~~Ms.~~a ~~Qiao~~stock ~~shall~~pledge ~~hold such office until the director’s earlier death, disqualification, resignation or removal from office in accordance with the director~~ agreement, (the ~~second~~“Pledge ~~amended~~Agreement”) ~~and~~for ~~restated memorandum and~~ the ~~second amended and restated~~pledge ~~articles~~ of ~~association of the Company~~5, ~~or any applicable laws~~400,000 ~~rules,~~ordinary ~~or regulations~~shares. ~~Ms. Qiao will also serve as a member of the audit committee, compensation committee and nominating and corporate governance committee of the Company.~~

~~The~~Pursuant ~~Board~~to ~~assessed~~the Note, the ~~independence~~maturity date is the earlier of ~~Mr.~~(i) ~~Yan~~six ~~and~~months ~~Ms.~~from ~~Qiao~~the ~~under~~date of the ~~Company’s~~Note ~~corporate~~(the ~~governance~~“Standard ~~guidelines~~Maturity Date”); or (ii) the accelerated maturity date, as defined in the Note and being the ~~independence standards~~occurrence ~~under~~of the ~~rules~~borrower becoming insolvent, the appointment of a liquidator, or the ~~Nasdaq~~appointment ~~Stock~~of ~~Market~~a ~~LLC~~receiver (the “~~Nasdaq~~Accelerated Maturity Date”) and ~~has~~together ~~determined~~with ~~that~~the MrStandard Maturity Date, the “Maturity Date”). ~~Yan~~Interest isshall ~~not~~accrue ~~independent~~on the unpaid principal balance of the Note at the rate of 12% per annum ~~and~~from ~~Ms.~~the ~~Qiao~~date of the Note until the Note is ~~independent~~paid in full. The unpaid principal of and interest on, together with all other amounts owing under the Note are secured by a pledge of 5,400,000 ordinary shares of the Company (the “Pledged Shares”) pursuant to the Pledge Agreement in favor of the Note holder.

~~Mr.~~During ~~Yan~~the ~~and~~periods ~~Ms.~~(i) ~~Qiao~~from dothe ~~not~~date ~~have~~of ~~any~~the ~~“family~~Note ~~relationship”~~to asthe ~~defined~~Standard inMaturity ~~Item~~Date; ~~401~~and of(ii) ~~Regulation~~from ~~S-K.~~the ~~There~~Accelerated isMaturity ~~no arrangement or understanding, pursuant~~ to ~~which~~the ~~Mr.~~7th business ~~Yan~~days ~~and~~after ~~Ms.~~the ~~Qiao~~Accelerated ~~were~~Maturity ~~appointed~~Date, ~~as directors of~~ the ~~Company.~~Note ~~Mr.~~holder ~~Yan~~may ~~and~~elect ~~Ms. Qiao are not related~~ to ~~any~~in ~~existing~~lieu ~~officer~~of orreceiving ~~director~~repayment of the ~~Company.~~Note ~~There~~in ~~are~~cash, ~~also no transactions or relationships between or among Mr. Yan and Ms.~~acquire ~~Qiao with~~ the ~~Company~~legal ~~that~~and ~~would~~beneficial beownership ~~required~~of tothe beentirety ~~reported~~of ~~under~~the ~~Item~~Pledged ~~404~~Shares (a)the of“Special ~~Regulation~~Enforcement ~~S-K~~Right”).

~~The~~Pursuant ~~biographical~~to ~~information~~the Pledge Agreement, in the event of default, being Mr. ~~Yan~~Lam ~~and~~failing Msto pay the Note by the Maturity Date, or the Note holder exercises the Special Enforcement Right, the Note holder shall have the right to take possession of all or any portion of the Pledged Shares. ~~Qiao~~Mr. Lam ismay ~~set~~cease ~~forth~~to ~~below~~be a majority shareholder of the Company and the Note holder may gain control of a majority of the Company’s issued shares, which may result in a change of control of the Company.

~~Mr.~~Pursuant ~~Han~~to ~~Yan,~~the ~~age~~Pledge 29Agreement, ~~has~~unless ~~over~~the 9event ~~years~~ of ~~experience~~enforcement, as defined in ~~business~~the ~~administration.~~Pledge Agreement, shall have occurred, Mr. ~~Yan~~Lam ismay ~~the~~exercise such ~~founder~~right ~~and~~as ~~has~~a ~~been~~holder of the ~~chief~~Pledged ~~executive~~Shares ~~officer since~~and ~~July~~vote ~~2016~~and ofgive ~~Mask Network~~consents, aratifications ~~platform~~and ~~that~~waivers ~~integrates~~with ~~Web3~~respect ~~applications~~thereto, ~~such~~except asto ~~encrypted~~the extent ~~communication,~~that ~~decentralized~~detract ~~finance, non-fungible~~from ~~tokens,~~the ~~and~~value ~~social~~thereof ~~tipping~~as ~~into~~collateral ~~mainstream~~of ~~social~~the ~~media.~~Pledged ~~Mr.~~Shares ~~Yan~~or iswhich ~~the~~would ~~founder~~be ~~and~~inconsistent ~~has~~with ~~been~~or ~~the~~result ~~managing~~in ~~partner~~any ~~since~~violation ~~May~~of ~~2022~~any provision of ~~Bonfire~~the ~~Union,~~Pledge aAgreement. ~~venture~~Mr. ~~capital~~Lam ~~brand~~shall, ~~dedicated~~unless toan ~~support~~event ~~early-stage~~of ~~Web3~~enforcement ~~projects~~shall ~~across~~have ~~infrastructure~~occurred, ~~gaming~~receive ~~artificial intelligence,~~and ~~decentralized~~retain ~~finance~~all cash dividends and ~~decentralized~~other ~~social~~distributions ~~platforms~~with respect of the Pledged Shares.

InThe ~~connection~~foregoing ~~with~~descriptions ~~Mr.~~of ~~Yan’s appointment as a non-independent executive director,~~ the ~~Company~~Note and ~~Mr. Yan entered into a director agreement and indemnification agreement. Mr. Yan will receive monthly compensation of US$1,280 for his membership on~~ the ~~Board.~~Pledge ~~The~~Agreement ~~agreement~~are ~~imposes~~summaries ~~certain duties and customary confidentiality obligations on Mr. Yan customary for the agreements~~ of ~~this nature. Mr. Yan is also expected to abide by and follow~~ the ~~Company’s~~material ~~code~~terms of ~~business~~such ~~conduct~~agreements, ~~and~~do ~~ethics. The foregoing description is merely a summary of the agreement and therefore does~~ not purport to be complete and ~~the~~are ~~director and indemnification agreement is~~ qualified in its entirety by reference to the ~~complete~~Note ~~text~~and of the ~~agreement~~Pledge Agreement, which isare ~~filed~~attached ~~hereto~~thereto as Exhibit 10 99.1 and 99.2,

Ms. Qiuxian Qiao, age 42, has over 15 years of experience in auditing, finance, risk management and business management. Ms. Qiao has been a paralegal of Guangdong Zhiheng (Qianhai) Law Firm since November 2023. From November 2021 to August 2023, Ms. Qiao was an executive director and chief investment officer of HSC Resources Group Limited (HKEx: 1850). From January 2016 to November 2021, Ms. Qiao was the chief investment officer and strategic investment manager of Zhong Ji Longevity Science Group Limited (HKEx: 767). From June 2014 to December 2015, Ms. Qiao was a strategic investment manager of XinKong International Capital Holdings Limited (HKEx: 993). From November 2012 to May 2014, Ms. Qiao was a business development manager of Banco Pinto de Magalhães. From February 2012 to November 2012, Ms. Qiao was a risk manager consultancy senior consultant of KPMG Advisory (China) Limited. From September 2009 to January 2012, Ms. Qiao was a financial analyst of IBM (China) Limited. From February 2007 to August 2009, Ms. Qiao was an auditor of PricewaterhouseCoopers (Macau). Ms. Qiao obtained a master of economics from the University of Hong Kong in 2007.

In connection with Ms. Qiao’s appointment as an independent non-executive director, the Company and Ms. Qiao entered into an independent director agreement and indemnification agreement. Ms. Qiao will receive monthly compensation of US$1,280 for her membership on the Board. The agreement imposes certain duties and customary confidentiality obligations on Ms. Qiao customary for the agreements of this nature. Ms. Qiao is also expected to abide by and follow the Company’s code of business conduct and ethics. The foregoing description is merely a summary of the agreement and therefore does not purport to be complete and the director and indemnification agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.2.

Financial Statements and Exhibits.

Exhibit No.		Description
10.1		Form of Director Agreement and Indemnification Agreement between Ming Shing Group Holdings Limited and its director, Han Yan
99.1		Form of Secured Promissory Note issued by Chi Ming Lam to Relaxandrinks Limited
10.2		Form of Independent Director Agreement and Indemnification Agreement between Ming Shing Group Holdings Limited and its director, Qiuxian Qiao
99.2		Form of Stock Pledge Agreement issued by Chi Ming Lam in favor of Relaxandrinks Limited
99.1		Press Release dated September 24, 2025 - Ming Shing Group Holdings Limited Announces Addition to Board of Directors

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ming Shing Group Holdings Limited
Date: September 24, 2025	By:	/s/ Wenjin Li
Date: October 31, 2025	By:	/s/ Wenjin Lin
	Name:	Wenjin LiLin
	Title:	Chairman of the Board and Chief Executive Officer

Filing Compare · Ming Shing Group Holdings Ltd