Reitar Logtech (RITR) swings to H1 2025 loss as revenue drops 71%

Rhea-AI Filing Summary

Reitar Logtech Holdings reported a sharp downturn for the first half of fiscal 2025. Revenue fell about 71.4% from approximately HK$194.2 million to HK$55.5 million (US$7.1 million), mainly because major construction management and engineering design projects neared completion. Cost of service dropped to HK$52.5 million, but not enough to offset the revenue collapse. Operating expenses more than doubled to about HK$53.5 million, driven by higher staff costs, increased credit loss allowances and a HK$20.5 million impairment on an amount due from associate VBS. The company swung from net income of roughly HK$24.3 million to a net loss of about HK$42.9 million (US$5.5 million), with basic and diluted EPS moving from HK$0.40 to -HK$0.69. Results include a HK$12.1 million gain from deconsolidating VBS and the acquisition of Jingxing Holdings Limited for HK$217 million, which added substantial goodwill and customer relationships to the balance sheet.

Insights

Equity analyst

Massive revenue drop and impairment drive Reitar Logtech into loss despite balance sheet expansion.

Reitar Logtech experienced a severe contraction, with revenue down about 71.4% to HK$55.5 million. Gross profit nearly vanished, falling to HK$2.9 million, while operating expenses surged to HK$53.5 million on higher staffing, credit losses and a large associate impairment.

These factors turned prior-period net income of HK$24.3 million into a net loss of about HK$42.9 million for the six months ended September 30, 2025. EPS shifted from HK$0.40 to -HK$0.69, a material deterioration likely to influence how investors view the company’s earnings power.

The acquisition of Jingxing Holdings for HK$217 million added substantial goodwill of about HK$189.1 million and customer relationships, lifting total assets to roughly HK$527.9 million. At the same time, operating cash flow remained negative at about HK$29.9 million, so future filings will be important to see whether new projects and the cold storage business can stabilize revenue and margins.

Key Figures

Revenue H1 FY2025: HK$55.5 million (US$7.1 million) Revenue H1 FY2024: HK$194.2 million Net income/loss: HK$24.3 million to -HK$42.9 million +5 more

8 metrics

Revenue H1 FY2025 HK$55.5 million (US$7.1 million) Six months ended September 30, 2025

Revenue H1 FY2024 HK$194.2 million Six months ended September 30, 2024

Net income/loss HK$24.3 million to -HK$42.9 million Year-over-year change, six months ended September 30

Operating expenses H1 FY2025 HK$53.5 million (US$6.9 million) Six months ended September 30, 2025

Jingxing acquisition consideration HK$217 million Business combination on May 30, 2025

Goodwill from Jingxing HK$189.1 million Recognized at acquisition date May 30, 2025

Total assets HK$527.9 million As of September 30, 2025

Operating cash flow -HK$29.9 million Net cash used in operating activities, six months ended September 30, 2025

Key Terms

deconsolidation, goodwill, allowance for doubtful accounts/expected credit loss, right-of-use assets, +2 more

6 terms

deconsolidation financial

"Accordingly, the Company deconsolidated VBS and its wholly owned subsidiary…"

Deconsolidation occurs when a company stops combining another business’s financial results and balances with its own—usually because it no longer controls that business. For investors this matters because it can suddenly shrink reported revenue, assets, debt and profit, or create a one‑time gain or loss, changing how risky or profitable the remaining company appears; think of it like removing a roommate from a shared household budget and seeing your monthly totals change.

goodwill financial

"Goodwill … 189,091,834"

Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.

allowance for doubtful accounts/expected credit loss financial

"increase in allowance for doubtful accounts/expected credit loss from other receivables"

right-of-use assets financial

"Right-of-use assets … 1,423,403"

Right-of-use assets are the rights a company gains to use a physical space or equipment under a lease agreement. They are recorded as assets on the company's balance sheet, reflecting the value of future benefits from the leased item. For investors, these assets provide a clearer picture of a company's obligations and resources related to leasing arrangements, helping to assess its financial health and operational commitments.

non-controlling interests financial

"Non-controlling interests … 153,499,406"

An ownership stake in a subsidiary held by outside shareholders rather than the parent company, representing the portion of that subsidiary’s assets and profits the parent does not control. For investors, it shows what part of consolidated earnings and equity belongs to others — like a roommate who owns part of a house — which affects how much value and profit per share are truly attributable to the parent company’s shareholders.

cold chain cold storage operations technical

"officially expanded into cold chain cold storage operations and food supply chain business"

Form 6-K: How Foreign Companies Report to the SEC →

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

FAQ

How did Reitar Logtech (RITR) perform in the first half of fiscal 2025?

Reitar Logtech reported a sharp deterioration in results. Revenue fell to about HK$55.5 million from HK$194.2 million, and the company swung from net income of HK$24.3 million to a net loss of roughly HK$42.9 million for the six months ended September 30, 2025.

What caused Reitar Logtech’s revenue to drop in the six months ended September 30, 2025?

The revenue decline was mainly project-driven. Construction management and engineering design services revenue fell significantly as several major projects were close to completion, partly offset by higher professional consultancy services from new construction-related consulting customers.

Why did Reitar Logtech’s operating expenses increase so much in fiscal 2025 H1?

Operating expenses rose due to staffing and credit issues. They increased to about HK$53.5 million, driven by higher staff costs after acquiring a Jingxing subsidiary, larger allowances for doubtful accounts, and a HK$20.5 million impairment on an amount due from associate VBS.

What were Reitar Logtech’s earnings per share for the first half of fiscal 2025?

Basic and diluted EPS turned negative. Earnings per share were approximately -HK$0.69 (about -US$0.09) for the six months ended September 30, 2025, compared with HK$0.40 per share in the same period a year earlier.

What is significant about Reitar Logtech’s acquisition of Jingxing Holdings Limited?

The Jingxing acquisition is a major balance sheet event. On May 30, 2025, the company acquired 100% of Jingxing Holdings for about HK$217 million, recognizing roughly HK$189.1 million of goodwill and HK$26.4 million of customer relationships, materially expanding its asset base.

How did the deconsolidation of Vincit Build Solution affect Reitar Logtech?

Deconsolidation generated a notable gain but also an impairment. After reducing its stake to 49%, the company recorded a net gain on deconsolidation of about HK$12.1 million, while also recognizing an impairment loss of roughly HK$20.5 million on an amount due from the associate.

What is Reitar Logtech’s new cold storage business and its expected impact?

Reitar Logtech has entered cold chain and food supply chain operations. It invested in and now operates a 200,000 sq. ft. automated cold storage warehouse. Management states that this segment is in ramp-up and expects its revenue contribution and returns to materialize gradually.

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