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 ~~October~~November 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.

~~Promissory~~Resignation ~~Note~~of Director and ~~Stock~~Appointment ~~Pledge~~of ~~Agreement~~Director

OnResignation October 30, 2025, Mr. Chi Ming Lam, our non-independent director, executed a secured promissory note (the “Note”), pursuant to which Mr. Lam agrees to pay Relaxandrinks Limited, a company incorporated in the United Kingdom, the principal sum of US$1.6 million, secured by a pledge of 5,400,000 ordinary shares, par value US$0.0005, of the Company standing in the name of Mr. Lam. Simultaneous to the execution of the Note. Mr. Lam executed a stock pledge agreement (the “Pledge Agreement”) for the pledge of 5,400,000 ordinary shares.Director

~~Pursuant~~On toNovember ~~the~~6, ~~Note~~2025, ~~the~~Mr. ~~maturity~~Yu ~~date~~YUAN ~~is the earlier of~~ (~~i) six months from the date of the Note (the~~ “~~Standard~~Mr. ~~Maturity Date~~Yuan”)~~; or~~ ~~(ii)~~resigned ~~the~~as ~~accelerated~~an ~~maturity~~independent ~~date~~director, aschairman ~~defined~~of in the ~~Note~~ nominating and ~~being~~corporate ~~the~~governance ~~occurrence of the borrower becoming insolvent~~committee, ~~the~~member ~~appointment~~ of athe ~~liquidator,~~audit orcommittee ~~the~~and ~~appointment~~member of ~~a receiver (~~the ~~“Accelerated~~compensation ~~Maturity~~committee ~~Date”~~of ~~and~~Ming ~~together~~Shing ~~with~~Group ~~the Standard Maturity~~Holdings ~~Date,~~Limited (the “~~Maturity Date~~Company”). ~~Interest~~Mr. ~~shall~~Yuan ~~accrue~~has onindicated ~~the~~his ~~unpaid~~resignation ~~principal balance of the Note at the rate of 12% per annum from the date of the Note until the Note~~ is ~~paid~~for inpersonal ~~full.~~reasons ~~The unpaid principal of~~ and ~~interest~~not ~~on,~~due ~~together~~to ~~with~~any ~~all other amounts owing~~disagreement ~~under~~with 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~~.

~~During~~Appointment ~~the periods (i) from the date~~ of the Note to the Standard Maturity Date; and (ii) from the Accelerated Maturity to the 7th business days after the Accelerated Maturity Date, the Note holder may elect to in lieu of receiving repayment of the Note in cash, acquire the legal and beneficial ownership of the entirety of the Pledged Shares (the “Special Enforcement Right”).Director

~~Pursuant~~On toNovember 6, 2025, the ~~Pledge~~board ~~Agreement,~~of indirectors of the ~~event~~Company of(the ~~default,~~“Board”) ~~being~~approved Mrthe appointment of Ms. ~~Lam~~Wan-Jung SUN, ~~failing~~age to39, ~~pay~~as ~~the~~an ~~Note~~independent bynon-executive director of the ~~Maturity~~Company, ~~Date~~effective November 6, or2025. ~~the~~Ms. ~~Note~~Sun ~~holder~~accepted ~~exercises~~the position. Pursuant to the ~~Special~~director ~~Enforcement~~agreement ~~Right,~~between Ms. Sun and the ~~Note~~Company, ~~holder~~Mr. Sun shall ~~have~~hold ~~the~~such ~~right~~office tountil ~~take~~the ~~possession~~director’s ofearlier death, ~~all~~disqualification, resignation or ~~any~~removal ~~portion~~from ofoffice in accordance with the ~~Pledged~~director ~~Shares.~~agreement, ~~Mr.~~the second amended and restated ~~Lam~~memorandum ~~may~~and ~~cease~~the tosecond beamended aand ~~majority~~restated ~~shareholder~~articles of association of the Company, ~~and~~or ~~the~~any ~~Note~~applicable ~~holder~~laws, ~~may~~rules, ~~gain~~or ~~control~~regulations. Ms. ofSun awill ~~majority~~also serve as chairman of the ~~Company’s~~nominating ~~issued shares~~and corporate governance committee, ~~which~~member ~~may~~of ~~result~~the inaudit acommittee ~~change~~and member of the ~~control~~compensation committee of the Company.

~~Pursuant~~The toBoard ~~the~~assessed ~~Pledge Agreement, unless~~ the ~~event~~independence of ~~enforcement, as defined in the Pledge Agreement, shall have occurred, Mr~~Ms. ~~Lam~~Sun ~~may~~under ~~exercise such right as a holder of~~ the ~~Pledged~~Company’s ~~Shares~~corporate ~~and~~governance ~~vote~~guidelines and ~~give consents, ratifications and waivers with respect thereto, except to~~ the ~~extent~~ ~~that~~independence ~~detract~~standards ~~from~~ under the ~~value~~rules ~~thereof as collateral~~ of the ~~Pledged~~Nasdaq ~~Shares~~Stock orMarket ~~which~~LLC ~~would be inconsistent with or result in any violation of any provision of~~ (the ~~Pledge~~“Nasdaq”) ~~Agreement. Mr. Lam shall, unless an event of enforcement shall have occurred, receive~~ and ~~retain~~has ~~all~~determined ~~cash dividends~~that ~~and~~Ms. ~~other~~Sun ~~distributions~~is ~~with respect of the Pledged Shares~~independent.

~~The~~Ms. ~~foregoing~~Sun ~~descriptions~~does ofnot ~~the~~have ~~Note~~any ~~and~~“family ~~the~~relationship” ~~Pledge~~as ~~Agreement~~defined ~~are~~in ~~summaries~~Item 401 of ~~the~~Regulation ~~material~~S-K. ~~terms~~There ofis ~~such~~no ~~agreements~~arrangement or understanding, pursuant doto which Ms. Sun was appointed as director of the Company. Ms. Sun is not ~~purport~~related to be ~~complete~~any ~~and~~existing officer or director of the Company. There are ~~qualified~~also inno ~~its~~transactions ~~entirety~~or byrelationships ~~reference~~between toor ~~the~~among ~~Note~~Ms. ~~and~~Sun with the ~~Pledge~~Company ~~Agreement,~~that ~~which~~would ~~are~~be ~~attached~~required ~~thereto~~to asbe ~~Exhibit~~reported ~~99.1~~under ~~and~~Item 99404(a) of Regulation S-K.2,

The biographical information of Ms. Sun is set forth below.

Ms. Wan-Jung Sun, age 39, has over 10 years of experience in business administration. Ms. Sun has been an assistant to the chief operating officer of Ruiying Japan Co., Ltd. Since July 2023. From July 2016 to June 2023, Ms. Sun was a senior manager of Imperial Pacific International (CNMI), LLC. From August 2014 to June 2016, Ms. Sun was an assistant to the President of Imperial Pacific International Holdings Ltd. From October 2010 to June 2014, Ms. Sun was a manager of Centaline Property Agency Ltd. Ms. Sun obtained a Bachelor of Science from the Chihlee Institute of Technology in 2015.

In connection with Ms. Sun’s appointment as an independent non-executive director, the Company and Ms. Sun entered into an independent director agreement and indemnification agreement. Ms. Sun 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. Sun customary for the agreements of this nature. Ms. Sun 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 10.1.

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Form of Secured Promissory Note issued by Chi Ming Lam to Relaxandrinks Limited
10.1		Form of Independent Director Agreement and Indemnification Agreement between Ming Shing Group Holdings Limited and its director, Wan-Jung Sun
99.2		Form of Stock Pledge Agreement issued by Chi Ming Lam in favor of Relaxandrinks Limited
99.1		Press Release dated November 6, 2025 - Ming Shing Group Holdings Limited Announces Departure of Director and 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: October 31, 2025	By:	/s/ Wenjin Lin
Date: November 6, 2025	By:	/s/ Wenjin Li
	Name:	Wenjin ~~Lin~~Li
	Title:	Chairman of the Board and Chief Executive Officer

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