RITR 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 6-K

REPORT OF FOREIGN ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2025

Commission File Number: 001-42210

Reitar Logtech Holdings Limited

(Translation of registrant’s name into English)

c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road

Kwun Tong, Kowloon, Hong Kong

(Address of principal executive offices)

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

Form 20-F ☒ Form 40-F ☐

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release Announcing First Half of Fiscal Year 2024 Unaudited Financial Results

1

SIGNATURE

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.

	Reitar Logtech Holdings Limited
	By:	/s/ Kin Chung Chan
	Name:	Kin Chung Chan
	Title:	Director, Chairman and Chief Executive Officer
Date: January 28, 2025

2

Exhibit 99.1

Reitar Logtech Holdings Limited Announces First Half of Fiscal Year 2024 Unaudited Financial Results

Reitar Logtech Holdings Limited (Nasdaq: RITR) (“we,” or the “Company”), a comprehensive logistics solutions provider in Hong Kong, today announced its unaudited financial results for the six months ended September 30, 2024.

Overview:

Revenue increased by approximately 163.7% from approximately HK$73.7 million for the six months ended September 30, 2023 to approximately HK$194.2 million (US$25.0 million) for the six months ended September 30, 2024.

Cost of service increased by approximately 192.4% from approximately HK$48.1 million for the six months ended September 30, 2023 to approximately HK$140.6 million (US$18.1 million) for the six months ended September 30, 2024.

Net income increased by approximately 636.4% from approximately HK$3.3 million for the six months ended September 30, 2023 to approximately HK$24.3 million (US$3.1 million) for the six months ended September 30, 2024.

The Company has experienced significant revenue growth in the first half of fiscal year 2024 compared to the same period last fiscal year. This growth primarily stems from our strategic shift from focusing on small to medium-sized projects prior to 2023 to investing and developing large-scale projects in collaboration with international real estate and private equity funds.

The Company is currently developing and upgrading three major smart logistics projects in Hong Kong. These include an automated logistics center co-developed with a Singapore-based private equity fund, Hong Kong’s first large-scale automated cold storage facility converted from a large industrial building, and an upgrade to a major smart logistics center on Airport Island. The automated cold storage facility, co-invested with an international private equity-backed fund manager, was completed in December 2024 and is expected to significantly advance the development of cold chain logistics in Hong Kong. The automated logistics center, developed with another Singapore-based private equity fund, is set to begin superstructure construction in Q1 2025 and will be the largest of its kind in Hong Kong. Meanwhile, the upgrade of the Airport Island smart logistics center is expected to finish by the end of Q3 2025. This airport project is particularly significant as its contract amount already represents approximately 91.7% of our revenue for the fiscal year ended March 31, 2024.

In these projects, the Company leverages its market-leading Property + Logistics Technology (PLT) solutions, collaborating with various subsidiaries to provide comprehensive services. The Company plays multiple roles, including asset manager, chief consultant, project and engineering manager, and general contractor, with a commitment to delivering one-stop, comprehensive smart logistics asset management services. As one of the first companies in Hong Kong to enter the PLT field, the Company is dedicated to enhancing the potential value of logistics assets through logistics technology, driving innovation and efficiency within the logistics sector, strengthening overall supply chain capabilities, and further solidifying Hong Kong’s position as a global logistics hub.

Six Month Financial Results Ended September 30, 2024

Revenue

The following table sets forth the breakdown of our revenue for the periods indicated:

		Six months ended<br><br>September 30,
		2023				2024				2024
		HK$				HK$
Service lines:
Construction management and engineering design services:
Construction management and engineering design services			63,818,142				182,906,870			23,542,259
Maintenance services			4,137,120				3,845,705			494,987
Sub-total			67,955,262				186,752,575			24,037,246
Asset management and professional consultancy services:
Asset management services			2,136,767				2,995,000			385,492
Professional consultancy services.			3,571,042				4,472,102			575,612
Sub-total			5,707,809				7,467,102			961,104
Total			73,663,071				194,219,677			24,998,350

Revenue increased by approximately 163.7% from approximately HK$73.7 million for the six months ended September 30, 2023 to approximately HK$194.2 million (US$25.0 million) for the six months ended September 30, 2024. The increase was mainly due to the increase in revenue generated from construction management and engineering design services because (a) certain major projects which was in initial stage for the six months ended September 30, 2023 was close to completion for the six months ended September 30, 2024 and (b) more new major construction projects were obtained for the six months ended September 30, 2024.

Cost of revenue

The following table presents our cost of revenue by service lines for the periods indicated:

		Six months ended<br><br>September 30,
		2023				2024				2024
		HK$				HK$
Service lines:
Construction management and engineering design services:
Construction management and engineering design services			42,958,378				133,990,601			17,246,161
Maintenance services			1,382,351				2,329,177			299,793
Sub-total			44,340,729				136,319,778			17,545,954
Asset management and professional consultancy services:
Asset management services			1,621,817				2,084,256			268,268
Professional consultancy services.			2,118,436				2,171,175			279,456
Sub-total			3,740,253				4,255,431			547,724
Total			48,080,982				140,575,209			18,093,678

2

The following table presents our cost of revenue by nature for the periods indicated:

		Six months ended<br><br>September 30,
		2023				2024				2024
		HK$				HK$
Subcontracting fee			36,565,103				128,345,474			16,519,567
Staff cost			8,906,565				10,741,087			1,382,503
Others			2,609,314				1,488,648			191,608
Total cost of revenue			48,080,982				140,575,209			18,093,678

Cost of service increased by approximately 192.4% from approximately HK$48.1 million for the six months ended September 30, 2023 to approximately HK$140.6 million (US$18.1 million) for the six months ended September 30, 2024. The trend of cost of revenue of each of the service lines was in line with the trend of the revenue of respective service line during the period.

Operating expenses

The following table sets forth components of our operating expenses for the periods indicated:

		Six months ended<br><br>September 30,
		2023				2024				2024
		HK$				HK$
Management fee			446,499				446,499			57,470
Salary and allowance			6,727,012				8,417,023			1,083,370
Depreciation of property and equipment			1,130,744				1,197,901			154,184
Amortization of operating lease right-of-use assets			1,374,635				1,343,000			172,860
Professional fee			154,559				688,363			88,601
Allowance for doubtful accounts/expected credit loss			2,332,210				9,647,473			1,241,742
Others			1,753,475				2,919,740			375,804
Total cost of revenue			13,919,134				24,659,999			3,174,031

Operating expenses increased by approximately 77.2% from approximately HK$13.9 million for the six months ended September 30, 2023 to approximately HK$24.7 million (US$3.2 million) for the six months ended September 30, 2024. The increase was mainly due to (i) increase in staff costs resulting from increase in payroll and bonus to our staff and (ii) increase in expected credit loss on contracts receivable and contract assets which was in line with the increase in revenue.

Other income, net.

We recorded other income, net of approximately HK$0.5 million (US$62,000) for the six months ended September 30, 2024 in comparison to other expenses, net of approximately HK$1.8 million for the six months ended September 30, 2023, mainly attributable to (i) the absence of impairment loss on goodwill of approximately HK$1.5 million; (ii) increase in bank interest income due to increase in cash balances；and (iii) the increase in government subsidies in relation to innovation and technology granted by the Hong Kong Government.

3

Income tax expense.

Income tax expense decreased by approximately 21.0% from approximately HK$6.6 million for the six months ended September 30, 2023 to approximately HK$ 5.2 million (US$0.7 million) for the six months ended September 30, 2024. The decrease was mainly due to the increase in deductible expenses as compared to prior period.

Net income.

As a result of the above reasons, net income increased by approximately 636.4% from approximately HK$3.3 million for the six months ended September 30, 2023 to approximately HK$24.3 million (US$3.1 million) for the six months ended September 30, 2024.

Basic and diluted EPS.

Basic and diluted EPS were approximately HK$0.40 (US$0.05) per ordinary share for the six months ended September 30, 2024, as compared to HK$0.05 per ordinary share for the six months ended September 30, 2023, respectively.

About Reitar Logtech Holdings Limited

The Company, through its wholly owned subsidiaries, is engaged in (i) provision of construction management and engineering design services and (ii) asset management and investment, and professional consultancy services in Hong Kong. The products from provision of construction management and engineering design services are cold storage facilities, automated warehouses, renovated offices and tailor-made electrical systems. The services from asset management and professional consultancy services are asset management services for construction projects involving refrigerated storage and warehouses and professional consultancy services for construction projects involving renovation work, interior design and modification work of commercial units and residential or commercial redevelopment work.

For more information, visit the Company’s website at https://www.reitar.io/.

Exchange Rate Information

This announcement contains translations of certain HK$ amounts into U.S. dollars (“US$”) at specified rates solely for the convenience of the reader. Unless otherwise stated, all translations from HK$ to US$ were made at the rate of HK$7.7693 to US$1.00, the exchange rate on September 30, 2024 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.

Safe Harbor Statement

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.

4

REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2024 AND SEPTEMBER 30, 2024

As of<br><br>March 31,<br><br>2024			As of<br><br>September 30,<br><br>2024			As of<br>September 30,<br>2024
HK$			HK$
ASSETS
CURRENT ASSETS
Cash and cash equivalents	6,390,861			30,476,559		3,922,690
Restricted cash	18,059,262			18,421,799		2,371,102
Contracts receivable, net	27,414,118			86,158,630		11,089,626
Contract assets, net	59,554,163			89,897,615		11,570,877
Retention receivables, net	332,567			600,809		77,331
Prepaid expenses and other receivables, net	75,697,151			89,538,545		11,524,660
Total current assets	187,448,122			315,093,957		40,556,286
NON-CURRENT ASSETS
Long-term investment, net	10,508,785			10,934,785		1,407,436
Property and equipment, net	4,516,544			3,340,253		429,930
Right-of-use assets, net	5,224,696			3,881,696		499,620
Rental deposits, net	1,059,466			1,059,466		136,366
Goodwill	34,066,838			34,066,838		4,384,801
Total non-current assets	55,376,329			53,283,038		6,858,153
Total assets	242,824,451			368,376,995		47,414,439
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Bank borrowings	40,853,575			54,563,734		7,022,992
Accounts payable	22,733,798			46,538,918		5,990,104
Accrued expenses and other payables	6,203,617			3,266,501		420,437
Tax payable	8,737,661			13,416,592		1,726,873
Contract liabilities	59,363,407			64,090,159		8,249,155
Operating lease liabilities	2,859,872			3,081,188		396,585
Amount due to related parties	1,648,401			2,094,837		269,630
Total current liabilities	142,400,331			187,051,929		24,075,776
NON-CURRENT LIABILITIES
Operating lease liabilities	2,364,824			800,507		103,035
Total non-current liabilities	2,364,824			800,507		103,035
Total liabilities	144,765,155			187,852,436		24,178,811
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Ordinary shares: 0.00000005 par value, 1,000,000,000,000 shares authorized as of March 31, 2024 and September 30, 2024, 60,000,000 shares issued and outstanding as of March 31, 2024 and 62,443,750 shares issued and outstanding as of September 30, 2024
Class A ordinary shares, 0.00000005 par value, 900,000,000,000 shares authorized, and 40,000,000 shares issued and outstanding as of March 31, 2024 and 42,443,750 shares issued and outstanding as of September 30, 2024	16			17		2
Class B ordinary shares, 0.00000005 par value, 100,000,000,000 shares authorized, and 20,000,000 shares issued and outstanding as of March 31, 2024 and September 30, 2024	8			8		1
Additional paid-in capital	8,404,870			66,610,292		8,573,526
Retained earnings	89,887,738			114,274,817		14,708,509
Equity attributable to owners of the Company	98,292,632			180,885,134		23,282,038
Non-controlling interests	(233,336	)		(360,575	)	(46,410	)
Total shareholders’ equity	98,059,296			180,524,559		23,235,628
Total liabilities and shareholders’ equity	242,824,451			368,376,995		47,414,439

5

REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024

	For the six months ended<br><br>September 30,
	2023			2024			2024
	HK$			HK$
REVENUE
– External		73,663,071			194,219,677		24,998,350
Total revenue		73,663,071			194,219,677		24,998,350
COST OF REVENUE
– External		(48,080,982	)		(128,577,254	)	(16,549,401	)
– Related parties		—			(11,997,955	)	(1,544,277	)
Total cost of revenue		(48,080,982	)		(140,575,209	)	(18,093,678	)
Gross profit		25,582,089			53,644,468		6,904,672
OPERATING EXPENSES
Personnel and benefit expense		(6,727,012	)		(8,417,023	)	(1,083,370	)
Depreciation of property and equipment		(1,130,744	)		(1,197,901	)	(154,184	)
Amortization of operating lease right-of-use assets		(1,374,635	)		(1,343,000	)	(172,860	)
Professional fee		(154,559	)		(688,363	)	(88,601	)
Allowance for doubtful accounts/expected credit loss		(2,332,210	)		(9,647,473	)	(1,241,742	)
Others		(2,199,974	)		(3,366,239	)	(433,274	)
Total operating expenses		(13,919,134	)		(24,659,999	)	(3,174,031	)
INCOME FROM OPERATION		11,662,955			28,984,469		3,730,641
OTHER INCOME (EXPENSES)
Bank interest income		14			363,996		46,851
Interest expense		(273,267	)		(659,519	)	(84,888	)
Other income		—			784,212		100,938
Other expense		—			(3,524	)	(454	)
Impairment loss on goodwill		(1,500,000	)		—		—
Total other (expenses) income, net		(1,773,253	)		485,165		62,447
INCOME BEFORE INCOME TAX EXPENSES		9,889,702			29,469,634		3,793,088
INCOME TAX EXPENSES		(6,595,390	)		(5,209,794	)	(670,562	)
NET INCOME		3,294,312			24,259,840		3,122,526
Add: net loss attributable to non-controlling interests		(540,939	)		(127,239	)	(16,377	)
NET INCOME ATTRIBUTABLE TO THE COMPANY’S ORDINARY SHAREHOLDERS AND TOTAL COMPREHENSIVE INCOME		3,835,251			24,387,079		3,138,903
Weighted average number of ordinary shares:
Basic and diluted		60,000,000			60,485,963		60,485,963
Earnings per ordinary share – basic and diluted		0.05			0.40		0.05

6

REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024

	Ordinary<br>shares																								Total<br>Reitar Logtech Holdings
	Class A<br><br>No. of<br>shares				Par value				Class B<br><br>No. of<br>shares				Par value				Additional<br><br>paid-in<br><br>capital				Retained<br>earnings				Limited<br><br>shareholders’<br>equity				Non-<br><br>controlling<br>interests				Total<br><br>shareholder’<br>equity
					HK$								HK$				HK$				HK$				HK$				HK$				HK$
BALANCE,<br>April 1, 2023		40,000,000				16				20,000,000				8				8,404,870				70,128,292				78,533,186				(101,880	)			78,431,306
Net<br>income		—				—				—				—				—				3,835,251				3,835,251				(540,939	)			3,294,312
BALANCE,<br>September 30, 2023		40,000,000				16				20,000,000				8				8,404,870				73,963,543				82,368,437				(642,819	)			81,725,618
BALANCE,<br>April 1, 2024		40,000,000				16				20,000,000				8				8,404,870				89,887,738				98,292,632				(233,336	)			98,059,296
Net<br>proceeds from initial public offering		2,443,750				1				—				—				58,205,422				—				58,205,423				—				58,205,423
Net<br>income (loss)		—				—				—				—				—				24,387,079				24,387,079				(127,239	)			24,259,840
BALANCE,<br>September 30, 2024		42,443,750				17				20,000,000				8				66,610,292				114,274,817				180,885,134				(360,575	)			180,524,559
BALANCE,<br>September 30, 2024 ()						2								1				8,573,526				14,708,509				23,282,038				(46,410	)			23,235,628

7

REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024

	For the six months ended<br>September 30,
	2023			2024			2024
	HK$			HK$
Cash flows from operating activities
Net income		3,294,312			24,259,840		3,122,526
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment		1,130,744			1,197,901		154,184
Amortization of operating lease right-of-use assets		1,374,635			1,343,000		172,860
Allowance for doubtful accounts/expected credit loss		2,332,210			9,647,473		1,241,742
Bad debt		80,000			—		—
Impairment loss on goodwill		1,500,000			—		—
Changes in operating assets and liabilities
Contracts receivable		(25,762,602	)		(65,175,791	)	(8,388,888	)
Contract assets		10,565,703			(30,979,625	)	(3,987,439	)
Retention receivables		(34,537	)		(275,151	)	(35,415	)
Prepaid expenses and other receivables		(21,591,766	)		(23,002,467	)	(2,960,688	)
Accounts payable		(11,312,586	)		23,805,120		3,063,998
Accrued expenses		16,868,848			(2,937,116	)	(378,041	)
Contract liabilities		(4,302,020	)		4,726,752		608,388
Tax payable		3,843,798			4,678,931		602,233
Operating lease liabilities		(1,154,092	)		(1,488,330	)	(191,566	)
Net cash used in operating activities		(23,167,353	)		(54,199,463	)	(6,976,106	)
Cash flows from investing activities
Purchase of property and equipment		(64,348	)		(21,610	)	(2,781	)
Acquisition of a subsidiary		(1,500,000	)		—		—
Long-term investment		(10,163,784	)		(426,000	)	(54,831	)
Loan to a third party		—			(1,300,000	)	(167,325	)
Net cash used in investing activities		(11,728,132	)		(1,747,610	)	(224,937	)
Cash flows from financing activities
Proceeds from bank borrowings		13,684,500			102,026,614		13,132,021
Repayment for bank borrowings		(769,670	)		(88,316,455	)	(11,367,363	)
Deferred offering costs		(2,969,708	)		8,033,290		1,033,979
Proceeds from initial public offering, net		—			58,205,423		7,491,720
Advance to related parties		(4,100,000	)		—		—
Repayment from related parties		4,499,559			446,436		57,461
Net cash generated from financing activities		10,344,681			80,395,308		10,347,818
Net (decrease) increase in cash and cash equivalents and restricted cash		(24,550,804	)		24,448,235		3,146,775
Cash, cash equivalents and restricted cash at the beginning of the period		46,613,240			24,450,123		3,147,017
Cash, cash equivalents and restricted cash at the end of the period		22,062,436			48,898,358		6,293,792
Supplementary cash flow information
Interest received		14			363,996		46,851
Interest paid		(273,267	)		(659,519	)	(84,888	)
Income tax paid		(2,751,592	)		(530,863	)	(68,328	)

8

REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2023 AND 2024

Reconciliation of cash, cash equivalents and restricted cash:

	As of September 30,
	2023		2024		2024
	HK$		HK$
Cash and cash equivalents		20,062,436		30,240,859	3,892,353
Restricted cash		2,000,000		18,421,799	2,371,102
Total cash, cash equivalents and restricted cash shown in the statement of cash flows		22,062,436		48,662,658	6,263,455

9