RITRF 6-K
Reitar Logtech Holdings Ltd (RITRF)
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 March 2026
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 2025 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: March 31, 2026 | ||
2
Exhibit 99.1
Reitar Logtech Holdings Limited Announces First Half of Fiscal Year 2025 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, 2025.
Overview:
Revenue decreased by approximately 71.4% from approximately HK$194.2 million for the six months ended September 30, 2024 to approximately HK$55.5 million (US$7.1 million) for the six months ended September 30, 2025.
Cost of service decreased by approximately 62.6% from approximately HK$140.6 million for the six months ended September 30, 2024 to approximately HK$52.5 million (US$6.8 million) for the six months ended September 30, 2025.
Net income decreased by approximately 277% from approximately HK$24.3 million for the six months ended September 30, 2024 to net loss approximately HK$42.9 million (US$5.5 million) for the six months ended September 30, 2025.
For the six months ended 30 September 2025, the Group recorded a significant net loss as compared with the corresponding period of the previous fiscal year, primarily due to a decrease in revenue and an increase in operating expenses during the period.
The decrease in revenue was mainly attributable to a decline in revenue generated from construction management and engineering design services, as certain major projects were close to completion in the corresponding period last year. Such decrease was partially offset by an increase in revenue from professional consultancy services, driven by new customers obtained for construction-related consulting projects during the current period.
The increase in operating expenses was mainly attributable to a one-off net transaction loss of approximately HK$8.4 million arising from the deconsolidation of Vincit Build Solution Co., Limited (“VBS”), representing an impairment loss of approximately HK$20.5 million partially offset by a gain on deconsolidation of approximately HK$12.1 million. In addition, operating expenses increased due to (i) higher staff costs resulting from increases in payroll and bonuses, as well as an increase in headcount following the acquisition of a subsidiary of Jingxing Holdings Limited during the period; and (ii) an increase in allowance for doubtful accounts/expected credit losses on other receivables.
The Group remains cautiously optimistic about its future business development.
Certain long-term projects have been delayed due to customers’ revisions to project specifications and have not commenced during the period. The Group expects that revenue contribution from these projects will resume once the relevant projects restart.
As part of the Group’s strategic shift from small-scale projects to medium- and large-scale projects in recent years, revenue generated from smaller and completed projects may remain relatively volatile during the transition period. Nevertheless, the Group believes that its revenue growth is expected to gradually resume as negotiations for a number of medium- and large-scale projects progress and such projects commence in the coming fiscal years.
The Group is currently in discussion with certain independent third-party overseas customers in relation to logistics centre and warehouse projects. If materialised, the contract value of such potential projects would represent a meaningful proportion of the Group’s revenue for the year ending 31 March 2027. Shareholders and potential investors should note that these projects remain subject to ongoing negotiations, contract finalisation and project commencement timetable, and therefore may or may not materialise as currently anticipated.
In addition, following the completion, commissioning and commencement of operation of a 200,000 sq. ft. automated cold storage warehouse in the prior year, the Group has officially expanded into cold chain cold storage operations and food supply chain business. The Group acted as one of the investors and developers of the warehouse project and is currently also the operator of the automated cold storage facility. As this business segment is still at the investment and ramp-up stage, its revenue contribution and returns are expected to materialise gradually over time. This new business development is expected to broaden the Group’s revenue base and support its long-term growth.
Six Month Financial Results Ended September 30, 2025
Revenue
The following table sets forth the breakdown of our revenue for the periods indicated:
| Six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Service lines: | ||||||||||||
| Construction management and engineering design services: | ||||||||||||
| Construction management and engineering design services | 182,906,870 | 42,627,676 | 5,478,501 | |||||||||
| Maintenance services | 3,845,705 | 2,436,500 | 313,139 | |||||||||
| WaaS | — | 705,145 | 90,625 | |||||||||
| Sub-total | 186,752,575 | 45,769,321 | 5,882,265 | |||||||||
| Asset management and professional consultancy services: | ||||||||||||
| Asset management services | 2,995,000 | 396,257 | 50,927 | |||||||||
| Professional consultancy services | 4,472,102 | 9,305,970 | 1,196,002 | |||||||||
| Sub-total | 7,467,102 | 9,702,227 | 1,246,929 | |||||||||
| Total | 194,219,677 | 55,471,548 | 7,129,194 | |||||||||
Revenue decreased by approximately 71.4% from approximately HK$194.2 million for the six months ended September 30, 2024 to approximately HK$55.5 million (US$7.1 million) for the six months ended September 30, 2025. The net decrease was mainly due to the decrease in revenue generated from construction management and engineering design services because certain major projects which was close to completion for the six months ended September 30, 2025 and partially offset by increase in professional consultancy services from new customers for consulting construction projects were obtained for the six months ended September 30, 2025.
Cost of revenue
The following table presents our cost of revenue by service lines for the periods indicated:
| Six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Service lines: | ||||||||||||
| Construction management and engineering design services: | ||||||||||||
| Construction management and engineering design services | 133,990,601 | 46,085,854 | 5,922,947 | |||||||||
| Maintenance services | 2,329,177 | 1,380,379 | 177,406 | |||||||||
| WaaS | — | 568,679 | 73,087 | |||||||||
| Sub-total | 136,319,778 | 48,034,912 | 6,173,440 | |||||||||
| Asset management and professional consultancy services: | ||||||||||||
| Asset management services | 2,084,256 | 108,881 | 13,993 | |||||||||
| Professional consultancy services | 2,171,175 | 4,400,911 | 565,604 | |||||||||
| Sub-total | 4,255,431 | 4,509,792 | 579,597 | |||||||||
| Total | 140,575,209 | 52,544,704 | 6,753,037 | |||||||||
2
The following table presents our cost of revenue by nature for the periods indicated:
| Six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Subcontracting fee | 128,345,474 | 42,769,136 | 5,496,682 | |||||||||
| Staff cost | 10,741,087 | 8,842,114 | 1,136,387 | |||||||||
| Others | 1,488,648 | 933,454 | 119,968 | |||||||||
| Total cost of revenue | 140,575,209 | 52,544,704 | 6,753,037 | |||||||||
Cost of service decreased by approximately 62.6% from approximately HK$140.6 million for the six months ended September 30, 2024 to approximately HK$52.5 million (US$6.8 million) for the six months ended September 30, 2025. The trend of cost of revenue of each of the service lines was in line with the trend of the revenue of respective service line during the period.
Operating expenses
The following table sets forth components of our operating expenses for the periods indicated:
| Six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Management fee | 446,499 | 457,287 | 58,770 | |||||||||
| Salary and allowance | 8,417,023 | 10,511,361 | 1,350,919 | |||||||||
| Depreciation of property and equipment | 1,197,901 | 1,424,436 | 183,068 | |||||||||
| Amortization of operating lease right-of-use assets | 1,343,000 | 1,720,604 | 221,132 | |||||||||
| Amortization of intangible assets | — | 879,525 | 113,036 | |||||||||
| Professional fee | 688,363 | 1,492,978 | 191,877 | |||||||||
| Allowance for doubtful accounts/expected credit loss | 9,647,473 | 13,090,725 | 1,682,417 | |||||||||
| Impairment loss on amount due from an associate | — | 20,501,654 | 2,634,869 | |||||||||
| Others | 2,919,740 | 3,390,342 | 435,728 | |||||||||
| Total operating expenses | 24,659,999 | 53,468,912 | 6,871,816 | |||||||||
Operating expenses increased by approximately 116.8% from approximately HK$24.7 million for the six months ended September 30, 2024 to approximately HK$53.5 million (US$6.9 million) for the six months ended September 30, 2025. The increase was mainly due to (i) increase in staff costs resulting from increase in payroll and bonus to our staff and increase number of staffs from acquired subsidiary of Jingxing Holdings Limited during the period, (ii) increase in allowance for doubtful accounts/expected credit loss from other receivables and (iii) increase in impairment loss on amount due from an associate, Vincit Build Solution Co., Limited (“VBS”) which is a subsidiary deconsolidated to associate during the six months ended September 30, 2025.
Other income, net
We recorded other income, net of approximately HK$11.4 million (US$1.5 million) for the six months ended September 30, 2025 in comparison to other expenses, net of approximately HK$0.5 million for the six months ended September 30, 2024, mainly attributable to (i) the gain on deconsolidation of subsidiary, VBS of approximately HK$12.1 million which partially offset by (ii) increase in loan interest expenses of approximately HK1.4 million due to increase in bank borrowings.
3
Income tax expense
Income tax expense decreased by approximately 27.7% from approximately HK$5.2 million for the six months ended September 30, 2024 to approximately HK$3.8 million (US$0.5 million) for the six months ended September 30, 2025. The decrease was mainly due to the decrease in income before income tax expense as compared to prior period.
Net income
As a result of the above reasons, net income decreased by approximately 277% from approximately HK$24.3 million for the six months ended September 30, 2024 to net loss approximately HK$42.9 million (US$5.5 million) for the six months ended September 30, 2025.
Basic and diluted EPS
Basic and diluted EPS were approximately -HK$0.69 (-US$0.9) per ordinary share for the six months ended September 30, 2025, as compared to HK$0.40 per ordinary share for the six months ended September 30, 2024, respectively.
Business combination
Acquisition of Jingxing Holdings Limited
On May 30,2025, the Company acquired 100% equity interest of Jingxing Holdings Limited, a limited liability company incorporated in the BVI, which directly owns 100% shares of Jingxing Storage Equipment Engineering (H.K.) Limited. The aggregate consideration of the acquisition of Jingxing Holdings by our Company was HK$217 million and a per share value of HK$31,000 was assigned to the 7,000 Class A Ordinary shares issued as consideration. The fair value of Class A Ordinary shares issued was determined with reference to the appraised value of the 100% equity interest of Jingxing Storage, the sole operating subsidiary of Jingxing Holdings, as of March 31, 2025, and the post-acquisition fair value of 7,000 Class A Ordinary shares based on the combined fair value of Jingxing Storage and Kamui Logistics Automation System Limited, being the two post-acquisition operating subsidiaries of the Company by an independent professional valuer using the market approach.
4
The following table sets forth the estimated fair values of assets and liabilities of the Company as of May 30, 2025:
| Note | HK$ | US$ | ||||||||||
| Assets | ||||||||||||
| Current assets | ||||||||||||
| Cash and cash equivalents | (a) | 5,943,222 | 851,784 | |||||||||
| Accounts receivable, net | (a) | 6,625,174 | 961,543 | |||||||||
| Contract assets, net | (a) | 7,478,885 | 245,307 | |||||||||
| Deposit paid and other receivables | (a) | 1,908,000 | 764,107 | |||||||||
| Amount due from a shareholder | (a) | 7,000 | 900 | |||||||||
| Total current assets | 21,962,281 | 2,823,641 | ||||||||||
| Non-current assets | ||||||||||||
| Property and equipment, net | (b) | 725,803 | 93,315 | |||||||||
| Right-of-use assets | (c) | 418,184 | 53,765 | |||||||||
| Customer relationship | 26,385,737 | 3,392,355 | ||||||||||
| Goodwill | 189,091,834 | 24,311,113 | ||||||||||
| Total non-current assets | 216,621,558 | 27,850,548 | ||||||||||
| Total assets | 238,583,839 | 30,674,189 | ||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable | (a) | (8,515,051 | ) | (1,094,761 | ) | |||||||
| Accruals and other payables | (a) | (1,136,000 | ) | (146,053 | ) | |||||||
| Dividend payable | (a) | (7,880,000 | ) | (1,013,114 | ) | |||||||
| Contract liabilities | (a) | (13,000 | ) | (1,671 | ) | |||||||
| Operating lease liabilities | (c) | (344,415 | ) | (44,281 | ) | |||||||
| Tax payables | (a) | (2,577,854 | ) | (331,429 | ) | |||||||
| Amount due to a director | (a) | (1,034,114 | ) | (132,954 | ) | |||||||
| Total current liabilities | (21,500,434 | ) | (2,764,263 | ) | ||||||||
| Non-current liability | ||||||||||||
| Operating lease liabilities – non current | (c) | (83,405 | ) | (10,723 | ) | |||||||
| Total non-current liability | (c) | (83,405 | ) | (10,723 | ) | |||||||
| Total liabilities | (21,583,839 | ) | (2,774,986 | ) | ||||||||
| Fair value of assets and liabilities of the Company | 217,000,000 | 27,899,203 | ||||||||||
| Fair value of consideration | ||||||||||||
| Fair value of assets and liabilities of the Company | 217,000,000 | 27,899,203 | ||||||||||
| Number of shares issued by the Company | 7,000 | 7,000 | ||||||||||
| Fair value per share | 31,000 | 3,986 | ||||||||||
| Fair value of additional 7,000 shares issued as the consideration | 217,000,000 | 27,899,203 | ||||||||||
Notes:
| (a) | The carrying amounts reported are approximate their respective fair values because of the short-term nature of these accounts. |
| (b) | Property and equipment are valued using the cost approach, which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. It was determined that the fair value of property and equipment closely approximated their carrying value and no pro forma adjustment was deemed necessary or reflected in the purchase price allocation table. |
| (c) | The carrying amounts of right-of-use assets and operating lease liabilities are approximate to their respective fair values because it is discounted using an appropriate interest rate. |
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Jingxing Holdings Limited are recorded at the estimated acquisition date fair values. For all assets acquired and liabilities assumed, the carrying value was assumed to equal fair value.
5
The total purchase price consideration in the Business Combination was allocated to net assets acquired based on their estimated fair values as of the acquisition date. The following table sets forth the estimated fair values of assets to be acquired and liabilities to be assumed and the goodwill resulting from the Business Combination:
| Note | HK$ | US$ | ||||||||||
| Assets acquired: | ||||||||||||
| Cash and cash equivalents | (a) | 5,943,222 | 851,784 | |||||||||
| Accounts receivable, net | (a) | 6,625,174 | 961,543 | |||||||||
| Contract assets, net | (a) | 7,478,885 | 245,307 | |||||||||
| Deposit paid and other receivables | (a) | 1,908,000 | 764,107 | |||||||||
| Amount due from a shareholder | (a) | 7,000 | 900 | |||||||||
| Property and equipment, net | (b) | 725,803 | 93,315 | |||||||||
| Customer relationship | 26,385,737 | 3,392,355 | ||||||||||
| Right-of-use assets | (c) | 418,184 | 53,765 | |||||||||
| Fair value of assets acquired | 49,492,005 | 6,363,076 | ||||||||||
| Liabilities assumed: | ||||||||||||
| Accounts payable | (a) | (8,515,051 | ) | (1,094,761 | ) | |||||||
| Accruals and other payables | (a) | (1,136,000 | ) | (146,053 | ) | |||||||
| Dividend payables | (a) | (7,880,000 | ) | (1,013,114 | ) | |||||||
| Contract liabilities | (a) | (13,000 | ) | (1,671 | ) | |||||||
| Operating lease liabilities | (c) | (344,415 | ) | (44,281 | ) | |||||||
| Tax payables | (a) | (2,577,854 | ) | (331,429 | ) | |||||||
| Amount due to a director | (a) | (1,034,114 | ) | (132,954 | ) | |||||||
| Operating lease liabilities – non current | (c) | (83,405 | ) | (10,723 | ) | |||||||
| Fair value of liabilities assumed | (21,583,839 | ) | (2,774,986 | ) | ||||||||
| Fair value of net assets as of the acquisition date | 27,908,166 | 3,588,090 | ||||||||||
| Total consideration (per above) | 217,000,000 | 27,899,203 | ||||||||||
| Goodwill | 189,091,834 | 24,311,113 | ||||||||||
Notes:
| (a) | The carrying amounts reported are approximate their respective fair values because of the short-term nature of these accounts. |
| (b) | Property and equipment are valued using the cost approach, which is based on current replacement and/or reproduction cost of the asset as new, less depreciation attributable to physical, functional, and economic factors. It was determined that the fair value of property and equipment closely approximated their carrying value and no pro forma adjustment was deemed necessary or reflected in the purchase price allocation table. |
| (c) | The carrying amounts of right-of-use assets and operating lease liabilities are approximate to their respective fair values because it is discounted using an appropriate interest rate. |
Deconsolidation of Vincit Build Solution Co., Limited (“VBS”)
On September 30, 2025, the Company entered into an sales and purchase agreement (the “Agreement”) with Trico Partners Limited (“Trico Partners”) pursuant to which Trico Partners further acquired a 2% equity interest in VBS with a consideration of HK$5,000 (US$641). Upon closing of the agreement, the Company released total 51% equity interests to Trico Partners. Therefore, starting from September 30, 2025, the Company has no power to direct the relevant activities of VBS due to the loss of control over VBS. Accordingly, the Company deconsolidated VBS and its wholly owned subsidiary, Alvin Design And Construction Company Limited, pursuant to guidance of ASC 810-10-40-4 which indicates that A parent shall deconsolidate a subsidiary or derecognize a group of assets specified in paragraph 810-10-40-3A as of the date the parent ceases to have a controlling financial interest in that subsidiary or group of assets.
The Company deconsolidate VBS and its subsidiary from the Company's financial statements and record the 49% ownership of VBS as investment in an associate.
| Fair value | ||||
| Consideration | 5,000 | |||
| Add: Fair value of retained interest in VBS | 122,500 | |||
| Add: carrying amount of VBS’s net liabilities | 22,289,727 | |||
| Gain on deconsolidation | 22,417,227 | |||
| Non-controlling interest | (10,275,166 | ) | ||
| Net gain from deconsolidation of subsidiaries | 12,142,061 | |||
6
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$7.7809 to US$1.00, the exchange rate on September 30, 2025 set forth in the H.10 statistical release of the Federal Reserve Board. The Company makes no representation that the HK$ or US$ amounts referred could be converted into US$ or HK$, as the case may be, at any particular rate or at all.
Safe Harbor Statement
Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC, which are available for review at www.sec.gov.
7
REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF MARCH 31, 2025 AND SEPTEMBER 30, 2025
| As of March 31, 2025 | As of September 30, 2025 | As of September 30, 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | 20,396,353 | 20,511,738 | 2,636,165 | |||||||||
| Restricted cash | 24,826,403 | 6,000,000 | 771,119 | |||||||||
| Contracts receivable, net | 32,124,233 | 33,457,354 | 4,299,934 | |||||||||
| Contract assets, net | 91,098,639 | 56,816,936 | 7,302,103 | |||||||||
| Retention receivables, net | 582,575 | 129,083 | 16,590 | |||||||||
| Prepaid expenses and other receivables, net | 97,235,469 | 103,938,498 | 13,358,158 | |||||||||
| Amounts due from related companies | 12,602,227 | 14,861,394 | 1,909,984 | |||||||||
| Amount due from an associate | - | 17,676,430 | 2,271,772 | |||||||||
| Total current assets | 278,865,899 | 253,391,433 | 32,565,825 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Long-term investment, net | 11,685,326 | 11,685,325 | 1,501,796 | |||||||||
| Property and equipment, net | 5,778,998 | 7,246,614 | 931,334 | |||||||||
| Right-of-use assets, net | 2,364,824 | 1,423,403 | 182,936 | |||||||||
| Intangible assets | — | 25,506,212 | 3,278,054 | |||||||||
| Investment in an associate | — | 122,501 | 15,745 | |||||||||
| Goodwill | 35,124,140 | 228,569,621 | 29,375,730 | |||||||||
| Total non-current assets | 54,953,288 | 274,553,676 | 35,285,595 | |||||||||
| Total assets | 333,819,187 | 527,945,109 | 67,851,420 | |||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES | ||||||||||||
| Bank borrowings | 78,359,952 | 83,169,280 | 10,688,902 | |||||||||
| Other loan | 778,000 | 112,000 | 14,394 | |||||||||
| Accounts payable | 24,288,797 | 25,640,505 | 3,295,314 | |||||||||
| Accrued expenses and other payables | 2,443,882 | 2,862,287 | 367,862 | |||||||||
| Dividend payable | — | 7,880,000 | 1,012,736 | |||||||||
| Tax payable | 12,078,618 | 17,376,593 | 2,233,237 | |||||||||
| Contract liabilities | 53,953,394 | 35,095,744 | 4,510,499 | |||||||||
| Operating lease liabilities | 2,364,824 | 1,320,336 | 169,689 | |||||||||
| Amount due to an associate | — | 6,127,500 | 787,505 | |||||||||
| Amount due to related parties | 2,167,267 | 2,283,475 | 293,472 | |||||||||
| Total current liabilities | 176,434,734 | 181,867,720 | 23,373,610 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Operating lease liabilities | — | 148,483 | 19,083 | |||||||||
| Deferred tax liabilities | — | 4,208,525 | 540,879 | |||||||||
| Total non-current liabilities | — | 4,357,008 | 559,962 | |||||||||
| Total liabilities | 176,434,734 | 186,224,728 | 23,933,572 | |||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY | ||||||||||||
| Ordinary shares: US$0.00000005 par value, 1,000,000,000,000 shares authorized as of March 31, 2025 and September 30, 2025; 62,443,750 shares issued and outstanding as of March 31, 2025 and September 30, 2025 | ||||||||||||
| Class A ordinary shares, US$0.00000005 par value, 900,000,000,000 shares authorized; 45,633,750 shares issued and outstanding as of March 31, 2025 and September 30, 2025 | 18 | 18 | 2 | |||||||||
| Class B ordinary shares, US$0.00000005 par value, 100,000,000,000 shares authorized; 16,810,000 shares issued and outstanding as of March 31, 2025 and September 30, 2025 | 7 | 7 | 1 | |||||||||
| Additional paid-in capital | 65,289,486 | 130,382,486 | 16,756,736 | |||||||||
| Retained earnings | 97,757,269 | 57,838,464 | 7,433,390 | |||||||||
| Equity attributable to owners of the Company | 163,046,780 | 188,220,975 | 24,190,129 | |||||||||
| Non-controlling interests | (5,662,327 | ) | 153,499,406 | 19,727,719 | ||||||||
| Total shareholders’ equity | 157,384,453 | 341,720,381 | 43,917,848 | |||||||||
| Total liabilities and shareholders’ equity | 333,819,187 | 527,945,109 | 67,851,420 | |||||||||
8
REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| REVENUE | ||||||||||||
| – External | 194,219,677 | 53,790,818 | 6,913,186 | |||||||||
| – Related parties | — | 1,680,730 | 216,008 | |||||||||
| Total revenue | 194,219,677 | 55,471,548 | 7,129,194 | |||||||||
| COST OF REVENUE | ||||||||||||
| – External | (128,577,254 | ) | (52,373,104 | ) | (6,730,983 | ) | ||||||
| – Related parties | (11,997,955 | ) | (171,600 | ) | (22,054 | ) | ||||||
| Total cost of revenue | (140,575,209 | ) | (52,544,704 | ) | (6,753,037 | ) | ||||||
| Gross profit | 53,644,468 | 2,926,844 | 376,157 | |||||||||
| OPERATING EXPENSES | ||||||||||||
| Personnel and benefit expense | (8,417,023 | ) | (10,511,361 | ) | (1,350,919 | ) | ||||||
| Depreciation of property and equipment | (1,197,901 | ) | (1,424,436 | ) | (183,068 | ) | ||||||
| Amortization of operating lease right-of-use assets | (1,343,000 | ) | (1,720,604 | ) | (221,132 | ) | ||||||
| Amortization of intangible assets | — | (879,525 | ) | (113,036 | ) | |||||||
| Professional fee | (688,363 | ) | (1,492,978 | ) | (191,877 | ) | ||||||
| Allowance for doubtful accounts/expected credit loss | (9,647,473 | ) | (13,090,725 | ) | (1,682,417 | ) | ||||||
| Impairment loss on amount due from an associate | — | (20,501,654 | ) | (2,634,869 | ) | |||||||
| Others | (3,366,239 | ) | (3,847,629 | ) | (494,498 | ) | ||||||
| Total operating expenses | (24,659,999 | ) | (53,468,912 | ) | (6,871,816 | ) | ||||||
| INCOME/(LOSS) FROM OPERATION | 28,984,469 | (50,542,068 | ) | (6,495,659 | ) | |||||||
| OTHER INCOME (EXPENSES) | ||||||||||||
| Bank interest income | 363,996 | 199,588 | 25,651 | |||||||||
| Interest expense | (659,519 | ) | (1,410,455 | ) | (181,271 | ) | ||||||
| Other income | 784,212 | 12,594,517 | 1,618,646 | |||||||||
| Other expense | (3,524 | ) | (7,349 | ) | (944 | ) | ||||||
| Total other income, net | 485,165 | 11,376,301 | 1,462,082 | |||||||||
| INCOME/(LOSS) BEFORE INCOME TAX EXPENSES | 29,469,634 | (39,165,767 | ) | (5,033,577 | ) | |||||||
| INCOME TAX EXPENSES | (5,209,794 | ) | (3,766,472 | ) | (484,066 | ) | ||||||
| NET INCOME/(LOSS) | 24,259,840 | (42,932,239 | ) | (5,517,643 | ) | |||||||
| Add: net (loss)/income attributable to non-controlling interests | (127,239 | ) | 3,013,434 | 387,286 | ||||||||
| NET INCOME/(LOSS) ATTRIBUTABLE TO THE COMPANY’S ORDINARY SHAREHOLDERS AND TOTAL COMPREHENSIVE INCOME/(LOSS) | 24,387,079 | (39,918,805 | ) | (5,130,357 | ) | |||||||
| Weighted average number of ordinary shares: | ||||||||||||
| Basic and diluted | 60,485,963 | 62,443,750 | 62,443,750 | |||||||||
| Earnings/(losses) per ordinary share – basic and diluted | 0.40 | (0.69 | ) | (0.09 | ) | |||||||
9
REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| Ordinary shares | Total Reitar Logtech Holdings | |||||||||||||||||||||||||||||||||||
| Class A No. of shares | Par value | Class B No. of shares | Par value | Additional paid-in capital | Retained earnings | Limited shareholders’ equity | Non- controlling interests | Total shareholder’ equity | ||||||||||||||||||||||||||||
| HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | HK$ | ||||||||||||||||||||||||||||||
| BALANCE, 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 proceeds from initial public offering | 2,443,750 | 1 | — | — | 58,205,422 | — | 58,205,423 | — | 58,205,423 | |||||||||||||||||||||||||||
| Net income (loss) | — | — | — | — | — | 24,387,079 | 24,387,079 | (127,239 | ) | 24,259,840 | ||||||||||||||||||||||||||
| BALANCE, 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, April 1, 2025 | 45,633,750 | 18 | 16,810,000 | 7 | 65,289,486 | 97,757,269 | 163,046,780 | (5,662,327 | ) | 157,384,453 | ||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (39,918,805 | ) | (39,918,805 | ) | (3,013,434 | ) | (42,932,239 | ) | |||||||||||||||||||||||
| Acquisition of subsidiary | 65,093,000 | — | 65,093,000 | 151,900,000 | 216,993,000 | |||||||||||||||||||||||||||||||
| Deconsolidation of subsidiary | — | — | — | — | — | — | — | 10,275,167 | 10,275,167 | |||||||||||||||||||||||||||
| BALANCE, September 30, 2025 | 45,633,750 | 18 | 16,810,000 | 7 | 130,382,486 | 57,838,464 | 188,220,975 | 153,499,406 | 341,720,381 | |||||||||||||||||||||||||||
| BALANCE, September 30, 2025 (US$) | 2 | 1 | 16,756,736 | 7,433,390 | 24,190,129 | 19,727,719 | 43,917,848 | |||||||||||||||||||||||||||||
10
REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
| For the six months ended September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Cash flows from operating activities | ||||||||||||
| Net income/(loss) | 24,259,840 | (42,932,239 | ) | (5,517,643 | ) | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||||||
| Depreciation of property and equipment | 1,197,901 | 1,821,515 | 234,101 | |||||||||
| Amortization of operating lease right-of-use assets | 1,343,000 | 1,720,604 | 221,132 | |||||||||
| Amortisation of intangible assets | — | 879,525 | 113,036 | |||||||||
| Allowance for doubtful accounts/expected credit loss | 9,647,473 | 13,090,725 | 1,682,417 | |||||||||
| Gain on deconsolidation of a subsidiary | — | (12,142,062 | ) | (1,560,496 | ) | |||||||
| Impairment loss on amount due from an associate | — | 20,501,654 | 2,634,869 | |||||||||
| Changes in operating assets and liabilities | ||||||||||||
| Contracts receivable | (65,175,791 | ) | (1,449,950 | ) | (186,347 | ) | ||||||
| Contract assets | (30,979,625 | ) | 31,569,397 | 4,057,294 | ||||||||
| Retention receivables | (275,151 | ) | 465,172 | 59,784 | ||||||||
| Prepaid expenses and other receivables | (23,002,467 | ) | (33,007,824 | ) | (4,242,161 | ) | ||||||
| Amount due from an associate | - | (17,676,430 | ) | (2,271,772 | ) | |||||||
| Accounts payable | 23,805,120 | ) | (7,019,343 | ) | (902,125 | ) | ||||||
| Accrued expenses | (2,937,116 | ) | 30,503,358 | 3,920,287 | ||||||||
| Contract liabilities | 4,726,752 | (17,069,408 | ) | (2,193,758 | ) | |||||||
| Tax payable | 4,678,931 | 2,720,121 | 349,590 | |||||||||
| Operating lease liabilities | (1,488,330 | ) | (1,684,824 | ) | (216,533 | ) | ||||||
| Deferred tax liabilities | — | (145,122 | ) | (18,651 | ) | |||||||
| Net cash used in operating activities | (54,199,463 | ) | (29,855,131 | ) | (3,836,976 | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of property and equipment | (21,610 | ) | (2,642,919 | ) | (339,668 | ) | ||||||
| Acquisition of a subsidiary | — | 5,936,222 | 762,922 | |||||||||
| Long-term investment | (426,000 | ) | (277,059 | ) | (35,608 | ) | ||||||
| Loan to a third party | (1,300,000 | ) | — | — | ||||||||
| Net cash (used in)/generated from investing activities | (1,747,610 | ) | 3,016,244 | 387,646 | ||||||||
| Cash flows from financing activities | ||||||||||||
| Proceeds from bank borrowings | 102,026,614 | 116,072,849 | 14,917,664 | |||||||||
| Repayment for bank borrowings | (88,316,455 | ) | (111,263,521 | ) | (14,299,570 | ) | ||||||
| Repayment for other loans | — | (666,000 | ) | (85,594 | ) | |||||||
| Deferred offering costs | 8,033,290 | — | — | |||||||||
| Proceeds from initial public offering, net | 58,205,423 | — | — | |||||||||
| Advance to related parties | — | 116,208 | 14,935 | |||||||||
| Repayment from related parties | 446,436 | 3,868,333 | 497,158 | |||||||||
| Net cash generated from financing activities | 80,395,308 | 8,127,869 | 1,044,593 | |||||||||
| Net increase/(decrease) in cash and cash equivalents and restricted cash | 24,448,235 | (18,711,018 | ) | (2,404,737 | ) | |||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 24,450,123 | 45,222,756 | 5,812,021 | |||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 48,898,358 | 26,511,738 | 3,407,284 | |||||||||
| Supplementary cash flow information | ||||||||||||
| Interest received | 363,996 | 199,588 | 25,651 | |||||||||
| Interest paid | (659,519 | ) | (1,410,455 | ) | (181,271 | ) | ||||||
| Income tax paid | (530,863 | ) | (1,191,473 | ) | (153,128 | ) | ||||||
11
REITAR LOGTECH HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2024 AND 2025
Reconciliation of cash, cash equivalents and restricted cash:
| As of September 30, | ||||||||||||
| 2024 | 2025 | 2025 | ||||||||||
| HK$ | HK$ | US$ | ||||||||||
| Cash and cash equivalents | 30,476,559 | 20,511,738 | 2,636,165 | |||||||||
| Restricted cash | 18,421,799 | 6,000,000 | 771,119 | |||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | 48,898,358 | 26,511,738 | 3,407,284 | |||||||||
12