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Reitar Logtech Holdings Ltd

Reitar Logtech Holdings LtdRITR決算レポート

Nasdaq

Reitar Logtech Holdings Ltd is a Japan-headquartered firm specializing in logistics technology solutions and supply chain management services. It offers warehouse management systems, last-mile delivery optimization tools, and tailored support for retail, e-commerce and manufacturing clients across East and Southeast Asia.

What changed in Reitar Logtech Holdings Ltd's 20-F — 2024 vs 2025

Top changes in Reitar Logtech Holdings Ltd's 2025 20-F

487 paragraphs added · 441 removed · 321 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

127 edited+28 added−67 removed442 unchanged
In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures.
In addition, there can be no assurance that, if we have a “non-inspection” year, we will be able to take any remedial measures.
If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act and, as a result, we cannot assure you that we will be able to maintain the listing of the Class A ordinary shares on Nasdaq or that you will be allowed to trade the Class A ordinary shares in the United States on the “over-the-counter” markets or otherwise.
If any such event were to occur, trading in our securities could in the future be prohibited under the HFCA Act and, as a result, we cannot assure you that we will be able to maintain the listing of the Class A ordinary shares on Nasdaq or that you will be allowed to trade the Class A ordinary shares in the United States on the “over-the-counter” markets or otherwise.
We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
We are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over mainland China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions (the “2021 Determinations”).
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions (the “2021 Determinations”).
We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, all of our directors and executive officers are nationals or residents of Hong Kong, and substantially all or a substantial portion of their assets are located outside the United States.
We conduct our operations outside the United States and substantially all of our assets are located outside the United States. In addition, all of our directors and executive officers are nationals or residents of Hong Kong, and substantially all or a substantial portion of their assets are located outside the United States.
We may follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq that listed companies must have for as long as we qualify as a foreign private issuer including: (a) provide an annual certification by our chief executive officer that he or she is not aware of any non-compliance with any corporate governance rules of the Nasdaq; 28 (b) have regularly scheduled executive sessions with only independent directors; or (c) seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of more than 1% of our outstanding ordinary shares or more than 1% of our outstanding voting power to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of control.
We may follow Cayman Islands corporate governance practices in lieu of the corporate governance requirements of the Nasdaq that listed companies must have for as long as we qualify as a foreign private issuer including: (a) provide an annual certification by our chief executive officer that he or she is not aware of any non-compliance with any corporate governance rules of the Nasdaq; (b) have regularly scheduled executive sessions with only independent directors; or (c) seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of more than 1% of our outstanding ordinary shares or more than 1% of our outstanding voting power to a related party, (iii) the issuance of more than 20% of our outstanding ordinary shares, and (iv) an issuance that would result in a change of control.
Investors should not solely rely on our historical financial information as an indication of our future financial or operating performance since our financial condition and prospects would be materially and adversely affected by any future decrease in our profit margin. 12 We had a concentration of credit risk because we derived our revenue from a limited number of customers.
Investors should not solely rely on our historical financial information as an indication of our future financial or operating performance since our financial condition and prospects would be materially and adversely affected by any future decrease in our profit margin. We had a concentration of credit risk because we derived our revenue from a limited number of customers.
Should the Class A ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Ordinary Shares.” 5 A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Should the Class A ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Ordinary Shares.” A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D.
Information on the Company—Regulation.” 29 Our ordinary shares may be prohibited from being traded on a national exchange under the HFCA Act, if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Information on the Company—Regulation.” Our ordinary shares may be prohibited from being traded on a national exchange under the HFCA Act, if the PCAOB is unable to inspect our auditors for two consecutive years. The delisting of our ordinary shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Our customers may also be involved in litigation, investigation, or other legal proceedings, some of which may relate to projects that we have advised, whether or not there has been any fault on our part. 13 We have limited ability to protect our brand and our technology platform, and unauthorized parties may infringe upon our rights.
Our customers may also be involved in litigation, investigation, or other legal proceedings, some of which may relate to projects that we have advised, whether or not there has been any fault on our part. We have limited ability to protect our brand and our technology platform, and unauthorized parties may infringe upon our rights.
Any major changes to Hong Kong’s social and political landscape will have a material impact on our business. 23 The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources.
Any major changes to Hong Kong’s social and political landscape will have a material impact on our business. The PRC economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources.
Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition. Our business strategy and future plans may not be successful or achieved within the expected time frame or estimated budget.
Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition. 23 Our business strategy and future plans may not be successful or achieved within the expected time frame or estimated budget.
As a result, this concentration of ownership may not be in the best interests of our other shareholders. 17 We may engage in acquisitions or strategic alliances that could disrupt our business, result in increased expenses, reduce our financial resources and cause dilution to our shareholders. We cannot assure you that such acquisitions or strategic alliances may be successfully implemented.
As a result, this concentration of ownership may not be in the best interests of our other shareholders. We may engage in acquisitions or strategic alliances that could disrupt our business, result in increased expenses, reduce our financial resources and cause dilution to our shareholders. We cannot assure you that such acquisitions or strategic alliances may be successfully implemented.
Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.
Our management team may not successfully or efficiently manage our transition to becoming a U.S. public company. These new obligations and constituents require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, financial condition and results of operations.
We may not be able to successfully compete against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations. We may become involved in trade secret disputes with regard to our product development and manufacturing processes.
We may not be able to successfully compete against current or future competitors, and competitive pressures may have a material and adverse effect on our business, financial condition and results of operations. 12 We may become involved in trade secret disputes with regard to our product development and manufacturing processes.
In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash expected to be raised in the initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase.
In addition, the composition of our income and assets will also be affected by how, and how quickly, we use our liquid assets and the cash raised in the initial public offering. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. 32 If we are a PFIC in any taxable year, a U.S.
Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we are a PFIC in any taxable year, a U.S.
We are also subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take in this regard. 4 Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations.
We are also subject to the risks of uncertainty about any future actions the PRC government or authorities in Hong Kong may take in this regard. Should the PRC government choose to exercise significant oversight and discretion over the conduct of our business, they may intervene in or influence our operations.
Any systemic economic or financial crisis could cause revenue for the semiconductor industry as a whole to decline dramatically and could materially and adversely affect our results of operations. The current tensions in international economic relations may negatively affect the demand for our services, and our results of operations and financial condition may be materially and adversely affected.
Any systemic economic or financial crisis could cause revenue for the semiconductor industry as a whole to decline dramatically and could materially and adversely affect our results of operations. 22 The current tensions in international economic relations may negatively affect the demand for our services, and our results of operations and financial condition may be materially and adversely affected.
In addition, we do not maintain key man life insurance for any of the senior members of our management team or other key personnel. We may not be able to attract and retain the qualified and skilled employees needed to support our business.
In addition, we do not maintain key man life insurance for any of the senior members of our management team or other key personnel. 13 We may not be able to attract and retain the qualified and skilled employees needed to support our business.
We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. 33 We cannot predict whether investors will find our ordinary shares less attractive if we rely on these exemptions.
We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. We cannot predict whether investors will find our ordinary shares less attractive if we rely on these exemptions.
Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practices by relevant government authorities, our service providers may be required to obtain additional licenses, permits, filings or approvals for these services. 14 We cannot assure you that our service providers will be able to obtain or maintain existing licenses and permits, or renew any of them when their current term expires, or update information (such as information related to our services, legal representatives, business scopes or professional staff) filed with regulators in time.
Given the uncertainties of interpretation and implementation of relevant laws and regulations and the enforcement practices by relevant government authorities, our service providers may be required to obtain additional licenses, permits, filings or approvals for these services. 15 We cannot assure you that our service providers will be able to obtain or maintain existing licenses and permits, or renew any of them when their current term expires, or update information (such as information related to our services, legal representatives, business scopes or professional staff) filed with regulators in time.
Any changes to such regulations and guidelines may increase our cost and burden in complying with them. Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate All of our operations are in Hong Kong.
Any changes to such regulations and guidelines may increase our cost and burden in complying with them. 24 Risks Relating to Doing Business in the Jurisdictions in which Our Operating Subsidiaries Operate All of our operations are in Hong Kong.
Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Hong Kong and mainland China generally. Economic conditions in Hong Kong are sensitive to mainland China and the global economic conditions.
Our operations are located in Hong Kong. Accordingly, our business, prospects, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Hong Kong and mainland China generally. Economic conditions in Hong Kong are sensitive to mainland China and the global economic conditions.
Should the ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. The trading price of our ordinary shares may be volatile, which could result in substantial losses to you.
Should the ordinary shares become not listed or tradeable in the United States, the value of the ordinary shares could be materially affected. 34 The trading price of our ordinary shares may be volatile, which could result in substantial losses to you.
Some of these measures may benefit the overall Chinese economy but may have a negative effect on Hong Kong and us. Furthermore, on July 14, 2020, the former President of the U.S., Mr.
Some of these measures may benefit the overall Chinese economy but may have a negative effect on Hong Kong and us. Furthermore, on July 14, 2020, the President of the U.S., Mr.
In addition, to the extent that we are required to convert U.S. dollars we expect to receive from the initial public offering into Hong Kong dollars for our operations, fluctuations in the exchange rate between the Hong Kong dollar against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. 11 Our reporting currency is Hong Kong dollar, while certain portion of our procurement of equipment and materials is denominated in RMB.
In addition, to the extent that we are required to convert U.S. dollars we received from the initial public offering into Hong Kong dollars for our operations, fluctuations in the exchange rate between the Hong Kong dollar against the U.S. dollar would have an adverse effect on the amounts we receive from the conversion. 11 Our reporting currency is Hong Kong dollar, while certain portion of our procurement of equipment and materials is denominated in RMB.
In addition, recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021) and the PRC Personal Information Protection Law, have indicated an intent to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investments in China-based issuers.
In addition, recent statements, laws and regulations by the Chinese government, including the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, the PRC Data Security Law and Data Security Regulations, have indicated an intent to exert more oversight and control over securities offerings that are conducted overseas and/or foreign investments in China-based issuers.
There is no assurance that our operating and financial results in the future will remain at a level comparable to those recorded for the years ended March 31, 2022, 2023 and 2024 or will not decline and that we will be able to achieve the performance as we did for the years ended March 31, 2022, 2023 and 2024.
There is no assurance that our operating and financial results in the future will remain at a level comparable to those recorded for the years ended March 31, 2023, 2024 and 2025 or will not decline and that we will be able to achieve the performance as we did for the years ended March 31, 2023, 2024 and 2025.
For example, to the extent that we need to convert U.S. dollars we expect to receive from the initial public offering into RMB to pay our operating expenses, appreciation of RMB against U.S. dollars would have an adverse effect on the RMB amount we would receive from the conversion.
For example, to the extent that we need to convert U.S. dollars we received from the initial public offering into RMB to pay our operating expenses, appreciation of RMB against U.S. dollars would have an adverse effect on the RMB amount we would receive from the conversion.
Because they have paid a lower price per share than participants in our initial public offering, when they are able to sell its shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price.
Because they have paid a lower price per share than participants in our initial public offering, when they sell its shares under Rule 144, they may be more willing to accept a lower sales price than the IPO price.
In the course of auditing our consolidated financial statements as of and for each of the years ended March 31, 2022, 2023 and 2024, we identified certain areas of inadequacy in our internal control over financial reporting for the above-mentioned periods.
In the course of auditing our consolidated financial statements as of and for each of the years ended March 31, 2023, 2024 and 2025, we identified certain areas of inadequacy in our internal control over financial reporting for the above-mentioned periods.
As one of the first movers into the property + logistics technology, or PLT, solution industry in Hong Kong, we have been operating in the logistics solution market since 2015 and two of our co-founders and directors have been working in this sector for over 20 years.
As one of the first movers into the PLT solution industry in Hong Kong, we have been operating in the logistics solution market since 2015 and two of our co-founders and directors have been working in this sector for over 20 years.
In addition to the above factors, the price and trading volume of our ordinary shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenue, profit, and cash flow; ● changes in the economic performance or market valuations of other technological logistic services providers; ● actual or anticipated fluctuations in our interim results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our customers, our officers, directors, principal shareholders, other beneficial owners, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our customers, our officers, directors, or principal shareholders; ● release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares; and ● sales or perceived potential sales of additional ordinary shares. 30 Any of these factors may result in large and sudden changes in the volume and price at which our ordinary shares will trade.
In addition to the above factors, the price and trading volume of our ordinary shares may be highly volatile due to multiple factors, including the following: ● regulatory developments affecting us or our industry; ● variations in our revenue, profit, and cash flow; ● changes in the economic performance or market valuations of other technological logistic services providers; ● actual or anticipated fluctuations in our interim results of operations and changes or revisions of our expected results; ● changes in financial estimates by securities research analysts; ● detrimental negative publicity about us, our services, our customers, our officers, directors, principal shareholders, other beneficial owners, our business partners, or our industry; ● announcements by us or our competitors of new service offerings, acquisitions, strategic relationships, joint ventures, capital raisings or capital commitments; ● additions to or departures of our senior management; ● litigation or regulatory proceedings involving us, our customers, our officers, directors, or principal shareholders; ● release or expiry of lock-up or other transfer restrictions on our outstanding ordinary shares; and ● sales or perceived potential sales of additional ordinary shares.
W e currently do not expect the Measures for Cybersecurity Review (2021) by the CAC and the other regulations discussed in the preceding paragraph will have an impact on our business or results of operations, given that: (i) our operating subsidiaries are incorporated in Hong Kong, and we have no subsidiary, VIE structure, material operations nor maintain any office or personnel in mainland China, (ii) as of date of this annual report, our operating subsidiaries have in aggregate collected and stored personal information of less than one million users, (iii) all of the data our operating subsidiaries have collected is stored in servers located in Hong Kong, (iv) as of the date of this annual report, neither of our operating subsidiaries has been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review, and (v) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), while the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law and the PRC Data Security Law do not clearly provide whether it shall be applied to a company based in Hong Kong. 25 However, we still face uncertainties regarding the interpretation and implementation of relevant PRC cybersecurity laws and regulations in the future.
We currently do not expect the Measures for Cybersecurity Review (2021) by the CAC and the other regulations discussed in the preceding paragraph will have an impact on our business or results of operations, given that: (i) our operating subsidiaries are incorporated in Hong Kong, and we have no subsidiary, VIE structure, material operations nor maintain any office or personnel in mainland China, (ii) as of date of this annual report, our operating subsidiaries have in aggregate collected and stored personal information of less than one million users, (iii) all of the data our operating subsidiaries have collected is stored in servers located in Hong Kong, (iv) as of the date of this annual report, neither of our operating subsidiaries has been informed by any PRC governmental authority of any requirement that it files for a cybersecurity review or a CSRC review, and (v) pursuant to the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong), while the Measures for Cybersecurity Review (2021), the PRC Personal Information Protection Law, the PRC Data Security Law and Data Security Regulations do not clearly provide whether it shall be applied to a company based in Hong Kong.
We do not currently expect these regulatory measures to have an impact on our business or operations, given that (1) our operating subsidiaries are incorporated in Hong Kong (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of Hong Kong, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong).
We do not currently expect these regulatory measures to have an impact on our business or operations, given that (1) our operating subsidiaries are incorporated in Hong Kong (2) we have no subsidiary, VIE structure nor any direct operations in mainland China, and (3) pursuant to the Basic Law of Hong Kong, or the Basic Law, which is a national law of the PRC and the constitutional document for Hong Kong, national laws of the PRC shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law (which is confined to laws relating to defense and foreign affairs, as well as other matters outside the autonomy of Hong Kong). 3 As of the date of this annual report, none of our customers were based in mainland China.
Our Resale Shareholder will be able to sell their shares upon completion of the initial public offering subject to restrictions under Rule 144 under the Securities Act. Our Resale Shareholder may be able to sell their Class A ordinary shares under Rule 144 after the completion of our initial public offering.
Our Resale Shareholder will be able to sell their shares with the completion of the initial public offering subject to restrictions under Rule 144 under the Securities Act. Our Resale Shareholder may be able to sell their Class A ordinary shares under Rule 144 with the completion of our initial public offering.
Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to fifteen votes at general meetings of our shareholders. As of the date of this annual report, our directors, officers and principal shareholders held in aggregate 74.52% or more of our shares.
Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to fifteen votes at general meetings of our shareholders. As of the date of this annual report, our directors, officers and principal shareholders held in aggregate 71.60% or more of our shares.
This fact could impact the trading price of the Class A ordinary shares following the completion of our initial public offering, to the detriment of participants in the offering. Under Rule 144, before our Resale Shareholder can sell their shares, in addition to meeting other requirements, they must meet the required holding period. ITEM 4. INFORMATION ON THE COMPANY A.
This fact could impact the trading price of the Class A ordinary shares following the completion of our initial public offering, to the detriment of participants in the offering. Under Rule 144, before our Resale Shareholder can sell their shares, in addition to meeting other requirements, they must meet the required holding period. 39
In the years ended March 31, 2022, 2023 and 2024 and up to the date of this annual report, no transfer of cash or other types of assets has been made between our Cayman Islands holding company and subsidiaries.
In the years ended March 31, 2023, 2024 and 2025 and up to the date of this annual report, except from transfer of cash, no other types of assets has been made between our Cayman Islands holding company and subsidiaries.
Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. We cannot assure you that our ordinary shares will appreciate in value after our initial public offering or even maintain the price at which you purchased the ordinary shares.
Accordingly, the return on your investment in our ordinary shares will likely depend entirely upon any future price appreciation of our ordinary shares. We cannot assure you that our ordinary shares will appreciate in or even maintain the price at which you purchased the ordinary shares.
We typically face a long selling cycle to secure a new service agreement, which requires significant investment of resources and time by both our customers and us.
We have a long selling cycle to secure a new service agreement and a long implementation cycle, which require significant investments of resources. We typically face a long selling cycle to secure a new service agreement, which requires significant investment of resources and time by both our customers and us.
In November 2022, our Company acquired 100% equity interest in Reitar Logtech Engineering Limited and Reitar Capital Partners Limited, BVI companies that own 100% equity interest, respectively, in Kamui Development Group Limited and Reitar Logtech Group Limited, which are Hong Kong companies that hold our Hong Kong operating subsidiaries. For details, see “Item 3.
In November 2022, our Company acquired 100% equity interest in Reitar Logtech Engineering Limited and Reitar Capital Partners Limited, BVI companies that own 100% equity interest, respectively, in Kamui Development Group Limited and Reitar Logtech Group Limited, which are Hong Kong companies that hold our Hong Kong operating subsidiaries.
This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares of the opportunity to sell their shares at a premium over the prevailing market price.
This concentrated control will limit your ability to influence corporate matters and could also discourage others from pursuing any potential merger, takeover or other change of control transactions, which could have the effect of depriving the holders of our Class A ordinary shares of the opportunity to sell their shares at a premium over the prevailing market price. 33 The dual-class structure of our ordinary shares may adversely affect the trading market for our Class A ordinary shares.
As of the date of this annual report, none of our customers were based in mainland China. However, our operating subsidiaries may collect and store certain data (including certain personal information) from our future customers who may be individuals in mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering).
However, our operating subsidiaries may collect and store certain data (including certain personal information) from our future customers who may be individuals in mainland China, in connection with our business and operations and for “Know Your Customers” purposes (to combat money laundering). As of the date of this annual report, we were compliant with all applicable regulations and policies.
Key Information—Corporate History and Structure.” This acquisition was deemed a recapitalization of the Company and Reitar Logtech Engineering Limited under common control and, as a result, the results of operations of Kamui Development Group Limited as of and for the three years ended March 31, 2022, 2023 and 2024 have been reflected in our consolidated financial statements.
This acquisition was deemed a recapitalization of the Company and Reitar Logtech Engineering Limited under common control and, as a result, the results of operations of Kamui Development Group Limited as of and for the three years ended March 31, 2023, 2024 and 2025 have been reflected in our consolidated financial statements.
Any failure to maintain our current market position or implement our business strategies and future plans would materially and adversely affect our business, financial condition and the results of operations. We are subject to environmental liability.
Any failure to maintain our current market position or implement our business strategies and future plans would materially and adversely affect our business, financial condition and the results of operations.
As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards. 3 We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of the initial public offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.
We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenue of at least US$1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of the initial public offering; (iii) the date on which we have, during the preceding three-year period, issued more than US$1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of the ordinary shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.
We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase. This would in turn adversely affect the operations and profitability of our business.
We cannot assure you that this policy will not be changed in the future. If the pegging system collapses and Hong Kong dollars suffer devaluation, the Hong Kong dollar cost of our expenditures denominated in foreign currency may increase.
Since these subcontractors and personnel employed by them are not directly employed by us, our control over them is more limited as compared to our own employees.
We outsource some of our services to subcontractors. Since these subcontractors and personnel employed by them are not directly employed by us, our control over them is more limited as compared to our own employees.
Our historical growth rate, revenue and gross profit margin may not be indicative of our future performance. Our gross profit for the years ended March 31, 2022, 2023 and 2024 amounted to HK$36.9 million, HK$24.4 million and HK$64.1 million (US$8.2 million), respectively; while our gross profit margins were approximately 25.6%, 28.9% and 25.4% respectively.
Our historical growth rate, revenue and gross profit margin may not be indicative of our future performance. Our gross profit for the years ended March 31, 2023, 2024 and 2025 amounted to HK$24.4 million, HK$64.1 million and HK$60.1 million (US$7.7 million), respectively; while our gross profit margins were approximately 28.9%, 25.4% and 15.9% respectively.
A “relevant entity” includes a company incorporated in the Cayman Islands as is our Company. Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains.
Based on the current interpretation of the ES Act, we believe that our Company is a pure equity holding company since it only holds equity participation in other entities and only earns dividends and capital gains.
Our top five customers collectively accounted for approximately 89.9%, 88.3% and 94.6% of our total revenue for the years ended March 31, 2022, 2023 and 2024, respectively.
Our top five customers collectively accounted for approximately 88.3%, 94.6% and 97.1% of our total revenue for the years ended March 31, 2023, 2024 and 2025, respectively.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions. We may also be required to restate our financial statements from prior periods.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations, and civil or criminal sanctions.
For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.
We are an “emerging growth company,” as defined in the JOBS Act. For so long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies.
We have entered into employment and confidentiality agreements with our senior management and other key personnel. However, these employment and confidentiality agreements do not ensure the continued service of these senior management and key personnel, and we may not be able to enforce these agreements.
However, these employment and confidentiality agreements do not ensure the continued service of these senior management and key personnel, and we may not be able to enforce these agreements.
The occurrence of any of the foregoing may negatively impact our brand and reputation and otherwise have a material adverse effect on us. 7 If we fail to comply with applicable environmental, health and safety laws and regulations in relation to our cold chain logistics services, we may face administrative, civil or criminal fines or penalties, including bans on making future shipments in particular geographic areas, and the suspension or revocation of necessary permits, licenses and authorizations, all of which may materially adversely affect our business, results of operations and financial condition.
If we fail to comply with applicable environmental, health and safety laws and regulations in relation to our cold chain logistics services, we may face administrative, civil or criminal fines or penalties, including bans on making future shipments in particular geographic areas, and the suspension or revocation of necessary permits, licenses and authorizations, all of which may materially adversely affect our business, results of operations and financial condition.
As a result of the initial public offering, our company will become subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently has no experience in complying with such laws, regulations and obligations.
As a result of the initial public offering, our Company becomes subject to significant regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors, and our management currently does not have enough experience in complying with such laws, regulations and obligations.
If our operating subsidiaries become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer shares to investors and cause the value of our shares to significantly decline or be worthless.
Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business. 27 If our operating subsidiaries become subject to a variety of PRC laws and other regulations regarding data security or securities offerings that are conducted overseas and/or other foreign investment in China-based issuers, any failure to comply with applicable laws and regulations could have a material and adverse effect on our business, financial condition and results of operations and may hinder our ability to offer or continue to offer shares to investors and cause the value of our shares to significantly decline or be worthless.
Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in our audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiaries located outside mainland China; (ii) we do not have any equity interest in any company located in mainland China and vice versa; and (iii) we conduct a majority of our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens or have their residence located outside mainland China, we believe that we do not meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are not required to fulfill the filing procedures with the CSRC to list securities on a U.S. securities exchange or issue securities to foreign investors.
Based on the facts that (i) we do not operate any entities in mainland China and the operating revenue, total profit, total assets or net assets as documented in our audited consolidated financial statements for the most recent fiscal year is accounted for by our Hong Kong subsidiaries located outside mainland China; (ii) we do not have any equity interest in any company located in mainland China and vice versa; and (iii) we conduct a majority of our business and are headquartered in Hong Kong rather than in mainland China, and our senior management team are not PRC citizens or have their residence located outside mainland China, we believe that we do not meet the criteria as set forth in Article 15 of the Overseas Listing Trial Measures, and are not required to fulfill the filing procedures with the CSRC to list securities on a U.S. securities exchange or issue securities to foreign investors. 28 On February 24, 2023, the CSRC, Ministry of Finance of the PRC, National Administration of State Secrets Protection and National Archives Administration of China jointly revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”) which was issued by the CSRC, National Administration of State Secrets Protection and National Archives Administration of China in 2009.
For the year ended March 31, 2022, three customers accounted for 40.7%, 23.9% and 11.9% of our total revenue. For the year ended March 31, 2023, four customers accounted for 24.0%, 20.9%, 19.4% and 16.9% of our total revenue. For the year ended March 31, 2024, two customers accounted for 69.3% and 10.4% of our total revenue.
For the year ended March 31, 2023, four customers accounted for 24.0%, 20.9%, 19.4% and 16.9% of our total revenue. For the year ended March 31, 2024, two customers accounted for 69.3% and 10.4% of our total revenue. For the year ended March 31, 2025, two customers accounted for 61.5% and 23.5% of our total revenue.
After the completion of the initial public offering, w e will be a public company and will expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and the rules subsequently implemented by the SEC and the Nasdaq detailed requirements concerning corporate governance practices of public companies.
With the completion of the initial public offering, we become a public company and is expected to continue to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act and the rules subsequently implemented by the SEC and the Nasdaq detailed requirements concerning corporate governance practices of public companies.
Holding Foreign Companies Accountable Act Our auditor, WWC, P.C., is based in California, and is currently subject to inspection by the PCAOB at least every two years.
Holding Foreign Companies Accountable Act Our auditor, Enrome LLP is based in Singapore, and is currently subject to inspection by the PCAOB at least every two years.
Cayman Islands economic substance requirements may have an effect on our business and operations. Pursuant to the International Tax Cooperation (Economic Substance) Act (As Revised) of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act.
Pursuant to the International Tax Cooperation (Economic Substance) Act (As Revised) of the Cayman Islands, or the ES Act, that came into force on January 1, 2019, a “relevant entity” is required to satisfy the economic substance test set out in the ES Act. A “relevant entity” includes a company incorporated in the Cayman Islands as is our Company.
Any of these developments could have a material adverse effect on our business, financial condition and results of operations. 18 Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data which are applicable to us may materially and adversely affect our business, financial condition, and results of operations.
Failure to comply with cybersecurity, data privacy, data protection, or any other laws and regulations related to data which are applicable to us may materially and adversely affect our business, financial condition, and results of operations.
Due to the disparate voting powers attached to these two classes of ordinary shares, our directors, officers and principal shareholders held directly and/or beneficially in aggregate 70.85% of our issued Class A ordinary shares and 81.85% of our issued Class B ordinary shares, representing 74.52% of our total issued and outstanding share capital as of the date of this annual report and were able to exercise 80.56% of the total voting power of our issued and outstanding share capital as of the same date.
Due to the disparate voting powers attached to these two classes of ordinary shares, our directors, officers and principal shareholders held directly and/or beneficially in aggregate 62.10% of our issued Class A ordinary shares and 97.38% of our issued Class B ordinary shares, representing 71.60% of our total issued and outstanding share capital as of the date of this annual report and were able to exercise 91.98% of the total voting power of our issued and outstanding share capital as of the same date.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of our board of directors than they would as public shareholders of a company incorporated in the United States.
As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management or members of our board of directors than they would as public shareholders of a company incorporated in the United States. 32 Cayman Islands economic substance requirements may have an effect on our business and operations.
International expansion may expose us to additional risks, including: ● ever changing global environment, including changes in U.S. and international trade policies; ● challenges associated with relying on local partners in markets that are not as familiar to us, including joint venture partners to help us establish our business; ● difficulties managing operations in new regions, including complying with the various regulatory and legal requirements; ● different approval or licensing requirements; ● recruiting sufficient suitable personnel in new markets; ● challenges in providing services and solutions as well as support in these new markets; ● challenges in attracting business partners and clients; ● foreign exchange losses; ● inability to effectively enforce contractual or legal rights; and ● local political, regulatory and economic instability or wars, civil unrest, and terrorist incidents.
International expansion may expose us to additional risks, including: ● ever changing global environment, including changes in U.S. and international trade policies; ● challenges associated with relying on local partners in markets that are not as familiar to us, including joint venture partners to help us establish our business; ● difficulties managing operations in new regions, including complying with the various regulatory and legal requirements; ● different approval or licensing requirements; ● recruiting sufficient suitable personnel in new markets; ● challenges in providing services and solutions as well as support in these new markets; ● challenges in attracting business partners and clients; ● foreign exchange losses; ● inability to effectively enforce contractual or legal rights; and ● local political, regulatory and economic instability or wars, civil unrest, and terrorist incidents. 21 If we are unable to effectively avoid or mitigate these risks, our ability to expand our business internationally will be affected and our operations thus will be limited to only the Hong Kong market, which could have a material adverse effect on our business, financial condition, results of operations, and prospects.
The laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● result in negative publicity or increase our operating costs; ● require significant management time and attention; ● cause devaluation of our securities or delisting; and ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.
The laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● result in negative publicity or increase our operating costs; ● require significant management time and attention; ● cause devaluation of our securities or delisting; and ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. 25 Our business, financial condition and results of operations, and/or the value of our ordinary shares or our ability to offer or continue to offer securities to investors may be materially and adversely affected by existing or future laws and regulations of the PRC which may become applicable to Hong Kong and thus to company such as us.
We derive our revenue from our services and are subject to counterparty risks such as our customer’s inability to pay. As of March 31, 2023 and 2024, our net contract receivables amounted to HK$20.0 million and HK$22.9 million (US$2.9 million), respectively.
We derive our revenue from our services and are subject to counterparty risks such as our customer’s inability to pay. As of March 31, 2024 and 2025, our net contract receivables amounted to HK$27.4 million and HK$32.1 million (US$4.1 million), respectively.
The Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. 24 Article 15 of the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and became effective on March 31, 2023, provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by a mainland China company and such issuer shall fulfill the CSRC filing procedure prior to its listing on the foreign stock markets: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by mainland China companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
Article 15 of the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Overseas Listing Trial Measures, promulgated by the China Securities Regulatory Commission (the “CSRC”) on February 17, 2023 and became effective on March 31, 2023, provides that if the issuer both meets the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by a mainland China company and such issuer shall fulfill the CSRC filing procedure prior to its listing on the foreign stock markets: (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by mainland China companies; and (ii) the main parts of the issuer’s business activities are conducted in mainland China, or its main place(s) of business are located in mainland China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
The supplier base providing cold chain and food processing and warehouse equipment and materials is relatively consolidated, which has resulted in a limited number of suppliers for certain types of equipment and supplies.
We depend on reliable access to third-party supplies of equipment and materials, including refrigeration, storage and electrical equipment. The supplier base providing cold chain and food processing and warehouse equipment and materials is relatively consolidated, which has resulted in a limited number of suppliers for certain types of equipment and supplies.
However, there is no assurance that our retention money will be released to us by our customers on a timely manner and in full. 9 Contract asset is recognized when (i) we complete our work under such service contracts but it is yet to be certified by authorized persons or external consultants appointed by customers, or (ii) our customers retain retention money to secure the due performance of the contracts.
Contract asset is recognized when (i) we complete our work under such service contracts but it is yet to be certified by authorized persons or external consultants appointed by customers, or (ii) our customers retain retention money to secure the due performance of the contracts.
We have been advised by our Cayman Islands legal counsel, Ogier, that there is uncertainty as to whether the courts of the Cayman Islands would: ● recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; and ● entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. 27 There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final and conclusive; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
There is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will in certain circumstances recognize and enforce a foreign judgment, without any re-examination or re-litigation of matters adjudicated upon, provided such judgment: (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final and conclusive; (d) is not in respect of taxes, a fine or a penalty; (e) was not obtained by fraud; and (f) is not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands.
Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies. Prior to the initial public offering, we have been a private company mainly operating our businesses in Hong Kong.
Our current management team lacks experience in managing a U.S. publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to U.S. public companies.
These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations.
These laws and regulations may restrict our business activities and require us to incur increased costs and efforts to comply, and any breach or noncompliance may subject us to proceedings against us, damage our reputation, or result in penalties and other significant legal liabilities, and thus may materially and adversely affect our business, financial condition, and results of operations. 20 We may be involved in legal and other disputes from time to time arising out of our operations, including disputes with our raw material or component suppliers, production partners, customers or employees.
We rely on stable labor supply to carry out our work. If our subcontractors experience any shortage of labor, industrial actions, strikes or material increase in labor costs, our operations and financial results would be adversely affected. We rely on a stable workforce, either directly employed by us or our subcontractors, to carry out our construction work.
This would in turn adversely affect the operations and profitability of our business. 19 We rely on stable labor supply to carry out our work. If our subcontractors experience any shortage of labor, industrial actions, strikes or material increase in labor costs, our operations and financial results would be adversely affected.
If, however, our customers are able to develop their own logistics and supply chain technological solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate our services, our logistics and supply chain management business and operating results may be materially and adversely affected. 6 We have a long selling cycle to secure a new service agreement and a long implementation cycle, which require significant investments of resources.
If, however, our customers are able to develop their own logistics and supply chain technological solutions, increase utilization of their in-house supply chain, reduce their logistics spending, or otherwise choose to terminate our services, our logistics and supply chain management business and operating results may be materially and adversely affected.
It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
However, we still face uncertainties regarding the interpretation and implementation of relevant PRC cybersecurity laws and regulations in the future. It is highly uncertain how soon the legislative or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any.
Escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, which in turn could negatively affect our customers’ businesses and materially reduce demand for our services, thus potentially negatively affect our business, financial condition, and results of operations. 20 Our management team lacks experience in managing a U.S. public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial condition and results of operations.
Escalations of the tensions that affect trade relations may lead to slower growth in the global economy in general, which in turn could negatively affect our customers’ businesses and materially reduce demand for our services, thus potentially negatively affect our business, financial condition, and results of operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Our services in this business segment in relation to provision of integrated construction solutions primarily consist of the following: ● Act as the construction project coordinator to engage subcontractors for construction work, organize and assign construction and engineering tasks, conduct site supervision and coordination, and provide engineering design services ● Provide project management for overall construction services from obtaining user requirements, design, government submission, construction, equipment installation and test & commissioning to project landing in operation stage ● Advise the building design to meet special requirements and provide cost-saving solutions for logistics infrastructure ● Determine the size and requirements of the project based on customers’ need for the logistics infrastructure including cold storage and food processing ● Provide automation solutions in relation to logistics operations for warehousing, picking and packing, and other value-added services ● Provide fast turnover solutions in an integrated environment with warehouse management system, warehouse control system, and robotic control system ● Design high-standard warehouse storage to cater to customers’ requirements in terms of temperature, humidity, cleanliness and ventilation ● Design bespoke rack scheme and warehouse equipment based on the actual operation and site conditions ● Design the material handling systems for different customers’ operation need ● Provide special design of overall material handling systems for cold storage and food processing operation to fulfill food safety and quality assurance ● Provide value engineering in the design and establishment of cold storage and food processing systems using automation techniques and machinery 38 ● Ensure system efficiency using internet of things with artificial intelligence for maintenance and monitoring ● Apply artificial intelligence to achieve energy saving and greater efficiency in the cold storage and food processing systems We derive revenue from fees for overall construction management and engineering design work, which includes cold room setup, food factory setup, clean room setup, cooling plant replacement and enhancement, climate control system setup, temperature monitoring and alarm system design and setup, and maintenance services.
Our services in this business segment in relation to provision of integrated construction solutions primarily consist of the following: ● Act as the construction project coordinator to engage subcontractors for construction work, organize and assign construction and engineering tasks, conduct site supervision and coordination, and provide engineering design services ● Provide project management for overall construction services from obtaining user requirements, design, government submission, construction, equipment installation and test & commissioning to project landing in operation stage ● Advise the building design to meet special requirements and provide cost-saving solutions for logistics infrastructure ● Determine the size and requirements of the project based on customers’ need for the logistics infrastructure including cold storage and food processing ● Provide automation solutions in relation to logistics operations for warehousing, picking and packing, and other value-added services ● Provide fast turnover solutions in an integrated environment with warehouse management system, warehouse control system, and robotic control system ● Design high-standard warehouse storage to cater to customers’ requirements in terms of temperature, humidity, cleanliness and ventilation ● Design bespoke rack scheme and warehouse equipment based on the actual operation and site conditions ● Design the material handling systems for different customers’ operation need ● Provide special design of overall material handling systems for cold storage and food processing operation to fulfill food safety and quality assurance ● Provide value engineering in the design and establishment of cold storage and food processing systems using automation techniques and machinery ● Ensure system efficiency using internet of things with artificial intelligence for maintenance and monitoring ● Apply artificial intelligence to achieve energy saving and greater efficiency in the cold storage and food processing systems We derive revenue from fees for overall construction management and engineering design work, which includes cold room setup, food factory setup, clean room setup, cooling plant replacement and enhancement, climate control system setup, temperature monitoring and alarm system design and setup, and maintenance services.
Our services in this business segment primarily encompass the following: ● Perform due diligence and feasibility studies ● Ensure compliance with relevant laws and regulations and handle licensing matters ● Interior design including design of cold room system, air conditioning and mechanical ventilation system, electrical and extra low voltage system, fire services system, plumbing and drainage system 37 ● Perform energy study, green sustainability and carbon audit evaluation and management We inspect and study the customer’s logistics equipment and workflow, provide consulting services to help identify issues and propose solutions.
Our services in this business segment primarily encompass the following: ● Perform due diligence and feasibility studies ● Ensure compliance with relevant laws and regulations and handle licensing matters ● Interior design including design of cold room system, air conditioning and mechanical ventilation system, electrical and extra low voltage system, fire services system, plumbing and drainage system Perform energy study, green sustainability and carbon audit evaluation and management We inspect and study the customer’s logistics equipment and workflow, provide consulting services to help identify issues and propose solutions.
For instance, in the year ended March 31, 2023, a logistic service provider proposed to take over three warehouses which we provided to it or agreed to use from it and agreed in March 2023 to pay us a net amount of HK$4.1 million as termination charge for us to terminate the original agreements for such three warehouses.
For instance, in the year ended March 31, 2025, a logistic service provider proposed to take over three warehouses which we provided to it or agreed to use from it and agreed in March 2023 to pay us a net amount of HK$4.1 million as termination charge for us to terminate the original agreements for such three warehouses.
Where the quotation includes a defect liability period, it is normally for 12 months after completion of the project. Our quotations do not generally specify termination conditions. Our Customers Customers for our asset management services primarily include logistics property investors such as investment funds and property owners.
Where the quotation includes a defect liability period, it is normally for 12 months after completion of the project. Our quotations do not generally specify termination conditions. 46 Our Customers Customers for our asset management services primarily include logistics property investors such as investment funds and property owners.
If the project involves retention monies, when the final invoice is issued depends on the length of the agreed upon defect liability period. 39 Duration The quotations generally do not specify a contract period, but we regularly provide the progress of the projects to the customers.
If the project involves retention monies, when the final invoice is issued depends on the length of the agreed upon defect liability period. Duration The quotations generally do not specify a contract period, but we regularly provide the progress of the projects to the customers.
For the years ended March 31, 2022, 2023 and 2024, we were not subject to any obligation to pay any Construction Industry Levy with respect to any of our clients’ projects in which we were involved, but as our business further develops and expands in the future, we may be required to pay such levy if and when we begin to be engaged in activities to which such levy applies.
For the years ended March 31, 2023, 2024 and 2025, we were not subject to any obligation to pay any Construction Industry Levy with respect to any of our clients’ projects in which we were involved, but as our business further develops and expands in the future, we may be required to pay such levy if and when we begin to be engaged in activities to which such levy applies.
The logistics service market in Hong Kong is dominated by a limited number of key 3PL operators, and we have built close business relationships with some of them. As a result, we relied on a small number of customers for the majority of our total revenue for the years ended March 31, 2022, 2023 and 2024.
The logistics service market in Hong Kong is dominated by a limited number of key 3PL operators, and we have built close business relationships with some of them. As a result, we relied on a small number of customers for the majority of our total revenue for the years ended March 31, 2023, 2024 and 2025.
In the years ended March 31, 2022, 2023 and 2024 and up to the date of this annual report, there were no material accidents in the course of our business operation which gave rise to claims and compensation paid to our employees and also no interruptions in our business which may or have had a significant effect on our financial position.
In the years ended March 31, 2023, 2024 and 2025 and up to the date of this annual report, there were no material accidents in the course of our business operation which gave rise to claims and compensation paid to our employees and also no interruptions in our business which may or have had a significant effect on our financial position.
We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes as of the date of this annual report. 41 Insurance We maintain Employees’ Compensation Insurance, Contractor All Risks Insurance, and Third Party Liabilities Insurance for all of our projects in accordance with the provisions of the laws of Hong Kong.
We believe that we maintain a good working relationship with our employees, and we have not experienced any significant labor disputes as of the date of this annual report. 48 Insurance We maintain Employees’ Compensation Insurance, Contractor All Risks Insurance, and Third Party Liabilities Insurance for all of our projects in accordance with the provisions of the laws of Hong Kong.
We are also committed to researching into and further developing t he key aspects to a smart warehouse which include building a fully automated storage management system in a high headroom vertical warehouse, applying artificial intelligence technology in the warehouse operation process, applying big data analysis in stocking and sorting, and adopting blockchain technology.
We are also committed to researching into and further developing the key aspects to a smart warehouse which include building a fully automated storage management system in a high headroom vertical warehouse, applying artificial intelligence technology in the warehouse operation process, applying big data analysis in stocking and sorting, and adopting blockchain technology.
For procuring materials, we generally make either payment in full to the subcontractors upon receipt of any materials to be supplied or a deposit payment upon engagement, with the remaining payments made upon the receipt of materials. In the years ended March 31, 2022, 2023 and 2024, our subcontractors generally offer credit terms of 30 days to us.
For procuring materials, we generally make either payment in full to the subcontractors upon receipt of any materials to be supplied or a deposit payment upon engagement, with the remaining payments made upon the receipt of materials. In the years ended March 31, 2023, 2024 and 2025, our subcontractors generally offer credit terms of 30 days to us.
In the second half of 2022, we entered into a series of agreements regarding an automated temperature-controlled warehouse development project (GFA: 274,599 square feet) with an estimated HK$1.3 billion (US$0.2 billion) investment amount, or the Automated Warehouse Project, invested by a joint venture of a reputed real estate fund and logistics operator in Hong Kong, where Reitar Group acts as an asset manager, project manager and lead consultant, and Kamui Group will act as the managing contractor.
In the second half of 2022, we entered into a series of agreements regarding an automated temperature-controlled warehouse development project (GFA: 274,599 square feet) with an estimated HK$1.3 billion investment amount, or the Automated Warehouse Project, invested by a joint venture of a reputed real estate fund and logistics operator in Hong Kong, where Reitar Group acts as an asset manager, project manager and lead consultant, and Kamui Group will act as the managing contractor.
In the years ended March 31, 2022, 2023 and 2024 and up to the date of this annual report, the cost of compliance with applicable environmental laws and regulations was insignificant. For details, see “Item 4. Information on the Company—Regulation—Hong Kong Laws and Regulations relating to Environmental Protection for Construction Projects”.
In the years ended March 31, 2023, 2024 and 2025 and up to the date of this annual report, the cost of compliance with applicable environmental laws and regulations was insignificant. For details, see “Item 4. Information on the Company—Regulation—Hong Kong Laws and Regulations relating to Environmental Protection for Construction Projects”.
In July 2022, we entered into a letter of intent to act as the managing contractor for a two and a half-year construction services of the Automated Warehouse Project with an estimated HK$1.3 billion (US$0.2 billion) investment amount, where we are in charge of the overall site supervision, supervision and safety management as well as design, supply and installation of access road, electrical and fire services, plumbing and drainage, wireless network, security, and building management systems.
In July 2022, we entered into a letter of intent to act as the managing contractor for a two and a half-year construction services of the Automated Warehouse Project with an estimated HK$1.3 billion investment amount, where we are in charge of the overall site supervision, supervision and safety management as well as design, supply and installation of access road, electrical and fire services, plumbing and drainage, wireless network, security, and building management systems.
If required, we also assist our clients to apply for and obtain effluent discharge licenses. 45 Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong) The Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong), or the Waste Disposal Ordinance, controls the production, storage, collection, treatment, recycling and disposal of wastes.
If required, we also assist our clients to apply for and obtain effluent discharge licenses. 53 Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong) The Waste Disposal Ordinance (Chapter 354 of the Laws of Hong Kong), or the Waste Disposal Ordinance, controls the production, storage, collection, treatment, recycling and disposal of wastes.
In the years ended March 31, 2022, 2023 and 2024, our suppliers are mainly situated in Hong Kong and mainland China while our purchases are mainly denominated in Hong Kong dollars and RMB.
In the years ended March 31, 2023, 2024 and 2025, our suppliers are mainly situated in Hong Kong and mainland China while our purchases are mainly denominated in Hong Kong dollars and RMB.
Such high concentration with such customer may not persist in the future as the majority amount of revenue has already been recognized in FY2024.
Such high concentration with such customer may not persist in the future as the majority amount of revenue has already been recognized in FY2025.
In July 2022, we have entered into two consultancy agreements acting as the lead consultant of the Automated Warehouse Project with an estimated HK$1.3 billion (US$0.2 billion) investment amount to provide building services consultancy service for HK$4 million (US$0.5 million), and green building consultancy service for HK$1 million (US$0.1 million).
In July 2022, we have entered into two consultancy agreements acting as the lead consultant of the Automated Warehouse Project with an estimated HK$1.3 billion investment amount to provide building services consultancy service for HK$4 million, and green building consultancy service for HK$1 million.
While we compete with certain specialized service providers in each of our service lines, we do not believe they provide one-stop comprehensive solution like us in the geographical markets we operate in. Employees We had 13, 37 and 52 employees as of March 31, 2022, 2023 and 2024.
While we compete with certain specialized service providers in each of our service lines, we do not believe they provide one-stop comprehensive solution like us in the geographical markets we operate in. Employees We had 37, 52 and 56 employees as of March 31, 2023, 2024 and 2025.
Such project expects to transform an industrial building in the New Territories, Hong Kong, to be one of the largest-scale automated cold chain warehouse in Hong Kong with a GFA of over 200,000 square feet, upon completion in the second half of 2024.
Such project expects to transform an industrial building in the New Territories, Hong Kong, to be one of the largest-scale automated cold chain warehouse in Hong Kong with a GFA of over 200,000 square feet, The project was substantially completed in the second half of 2024.
We currently have (i) two projects under management and operation, including one fully automated high density warehouse under development (GFA: around 300,000 square feet), and one automated cold chain storage center for an industrial building conversion (GFA: 200,000 square feet); and (ii) four projects under due diligence with a total gross floor area of around 850,000 square feet, consisting of one automated e-commerce export processing center, one import bonded warehouse, one food and beverage automated distribution center, and one cold chain warehouse.
As of the date of this annual report. we had (i) two projects under management and operation, including one fully automated high density warehouse under development (GFA: around 300,000 square feet), and one automated cold chain storage center for an industrial building conversion (GFA: 200,000 square feet); and (ii) four projects under due diligence with a total gross floor area of around 850,000 square feet, consisting of one automated e-commerce export processing center, one import bonded warehouse, one food and beverage automated distribution center, and one cold chain warehouse.
In the years ended March 31, 2022, 2023 and 2024, we had 24, 26 and 22 customers, respectively. Our customers include leading 3PLs in Hong Kong, which we have long-term business relationships with. Our top five customers, based on revenue, accounted for approximately 89.9%, 88.3% and 94.6% of our revenue in the years ended March 31, 2022, 2023 and 2024.
In the years ended March 31, 2023, 2024 and 2025, we had 26, 22 and 56 customers, respectively. Our customers include leading 3PLs in Hong Kong, which we have long-term business relationships with. Our top five customers, based on revenue, accounted for approximately 88.3%, 94.6% and 97.1% of our revenue in the years ended March 31, 2023, 2024 and 2025.
To the extent any of our clients require storage of dangerous goods in any of our projects, we engage, or arrange for our clients to engage, service providers who hold a valid and effective dangerous goods license. If required, we also assist our clients to apply for and obtain dangerous goods license.
To the extent any of our clients require storage of dangerous goods in any of our projects, we engage, or arrange for our clients to engage, service providers who hold a valid and effective dangerous goods license.
Our top five suppliers, based on cost of revenue, accounted for approximately 69.6%, 42.9% and 46.9% of our cost of revenue in the years ended March 31, 2022, 2023 and 2024, respectively.
Our top five suppliers, based on cost of revenue, accounted for approximately 42.9%, 46.9% and 43.0% of our cost of revenue in the years ended March 31, 2023, 2024 and 2025, respectively.
Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) Pursuant to Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the Employees’ Compensation Ordinance, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Employees’ Compensation Ordinance in respect of the liability of the employer.
An employer who fails to comply with such a requirement may face a fine and imprisonment. 54 Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) Pursuant to Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong), or the Employees’ Compensation Ordinance, no employer shall employ any employee in any employment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than the applicable amount specified in the Employees’ Compensation Ordinance in respect of the liability of the employer.
To the extent any of our clients require food factory premises in any of our projects, we engage, or arrange for our clients to engage, operators of food factories who hold a valid and effective food factory license.
To the extent any of our clients require food factory premises in any of our projects, we engage, or arrange for our clients to engage, operators of food factories who hold a valid and effective food factory license. If required, we also assist our clients to apply for and obtain food factory licenses.
Set out below are the major statutes governing the laws and regulations in these matters. 42 Buildings Ordinance (Chapter 123 of the Laws of Hong Kong) and Building (Construction) Regulation (Chapter 123Q of the Laws of Hong Kong) Pursuant to the Buildings Ordinance (Chapter 123 of the Laws of Hong Kong), or the Buildings Ordinance, no person shall commence or carry out any building work, including alteration, addition and every kind of building operation, without having obtained approval and consent from the Building Authority.
Buildings Ordinance (Chapter 123 of the Laws of Hong Kong) and Building (Construction) Regulation (Chapter 123Q of the Laws of Hong Kong) Pursuant to the Buildings Ordinance (Chapter 123 of the Laws of Hong Kong), or the Buildings Ordinance, no person shall commence or carry out any building work, including alteration, addition and every kind of building operation, without having obtained approval and consent from the Building Authority.
Regulation As we primarily conduct our business in Hong Kong, our business operations, and/or certain activities of our customers, suppliers, and service providers, are subject to various regulations and rules promulgated by the Hong Kong government.
We believe that our internal control system is sufficient and effective. 49 Regulation As we primarily conduct our business in Hong Kong, our business operations, and/or certain activities of our customers, suppliers, and service providers, are subject to various regulations and rules promulgated by the Hong Kong government.
As of March 31, 2024, we had 3 in asset management, 27 in development and construction management, 2 in logistics technology and engineering solution, 8 in professional consultancy, 2 in business strategy and innovation technology, 4 in corporate communication, 2 in accounting and finance, and 4 in human resources and administration. We enter into employment contracts with our full-time employees.
As of March 31, 2025, we had three in asset management, 23 in development and construction management, one in logistics technology and engineering solution, nine in professional consultancy, nine in business strategy and innovation technology, five in corporate communication, three in accounting and finance, and three in human resources and administration. We enter into employment contracts with our full-time employees.
In the years ended March 31, 2022, 2023 and 2024 and up to the date of this annual report, we did not receive any material complaints or requests for any kind of compensation from the clients due to quality deficiencies in relation to services provided by us or work performed by our subcontractors. 40 Major contract terms In the years ended March 31, 2022, 2023 and 2024, we entered into contracts with subcontractors on a case-by-case basis.
In the years ended March 31, 2023, 2024 and 2025 and up to the date of this annual report, we did not receive any material complaints or requests for any kind of compensation from the clients due to quality deficiencies in relation to services provided by us or work performed by our subcontractors.
Payment to subcontractors Depending on the nature, scale and length of the projects, we generally make progress payments to the subcontractors with reference to the work schedule, unless we have agreed beforehand on an alternate method and timing of the payments.
We will receive invoices after subcontractors have rendered services or delivered the materials to us. 47 Payment to subcontractors Depending on the nature, scale and length of the projects, we generally make progress payments to the subcontractors with reference to the work schedule, unless we have agreed beforehand on an alternate method and timing of the payments.
In addition, our Group has endorsed the integrated management system manual, the health and safety management plan, and the environmental promotion and control plan. We believe that our internal control system is sufficient and effective.
In addition, our Group has endorsed the integrated management system manual, the health and safety management plan, and the environmental promotion and control plan.
We mainly derive revenue from (i) asset management fees for managing logistics real estate projects, where we collaborate with capital partners to convert agricultural land into industrial land for logistics use, and provide tailor-made logistics technology solutions to implement the project; and (ii) rental price mark-up under our rent-to-rent model in real estate projects where we rent the property from the landowner, perform the necessary engineering work to make it suitable for logistics use and then rent it out at a higher rental to the end user. 36 From time to time, we may also recoup and realize return on our investments in our asset management projects by terminating relevant agreements and disposing of the relevant assets and rights to interested buyers, including but not limited to logistics operators, for cash consideration.
We mainly derive revenue from (i) asset management fees for managing logistics real estate projects, where we collaborate with capital partners to convert agricultural land into industrial land for logistics use, and provide tailor-made logistics technology solutions to implement the project; and (ii) rental price mark-up under our rent-to-rent model in real estate projects where we rent the property from the landowner, perform the necessary engineering work to make it suitable for logistics use and then rent it out at a higher rental to the end user.
Waterworks Ordinance (Chapter 102 of the Laws of Hong Kong) and Waterworks Regulation (Chapter 102A of the Laws of Hong Kong) Plumbing installation that receives water supply from the Water Authority must comply with the provisions of the Waterworks Ordinance (Chapter 102 of the Laws of Hong Kong), Waterworks Regulations (Chapter 102A of the Laws of Hong Kong), Hong Kong Waterworks Standard Requirements for Plumbing Installation in Buildings, and Water Supplies Department Circular Letters issued to licensed plumbers and authorized persons.
The Factories and Industrial Undertakings (Electricity) Regulations (Chapter 59W of the Laws of Hong Kong) lay down basic safety requirements to guard against hazards associated with the distribution and use of electricity in an industrial undertaking. 51 Waterworks Ordinance (Chapter 102 of the Laws of Hong Kong) and Waterworks Regulation (Chapter 102A of the Laws of Hong Kong) Plumbing installation that receives water supply from the Water Authority must comply with the provisions of the Waterworks Ordinance (Chapter 102 of the Laws of Hong Kong), Waterworks Regulations (Chapter 102A of the Laws of Hong Kong), Hong Kong Waterworks Standard Requirements for Plumbing Installation in Buildings, and Water Supplies Department Circular Letters issued to licensed plumbers and authorized persons.
Sales and Marketing We obtain customer orders or service contracts generally through the following means: (i) recommendation by asset manager/fund investor in our asset management services; (ii) open tender in our service lines; (iii) through business partners we collaborate with; (iv) referral by other customers, business associates or word-of-mouth; and (v) fixed term contracts with our long-term customers to jointly tender for projects.
We select and consolidate suitable technology-driven logistics solutions in our tailor-made design plans based on our management’s know-how and extensive experience in providing services to customers in the logistics sector to cater to their diversified needs. 45 Sales and Marketing We obtain customer orders or service contracts generally through the following means: (i) recommendation by asset manager/fund investor in our asset management services; (ii) open tender in our service lines; (iii) through business partners we collaborate with; (iv) referral by other customers, business associates or word-of-mouth; and (v) fixed term contracts with our long-term customers to jointly tender for projects.
As of March 31, 2024, we have 26 ongoing consultancy projects of a total awarded sum of HK$17.3 million (US$2.2 million) where we provide professional consultancy services as to feasibility study, renovation, development and/or interior design work for a number of residential and commercial premises.
As of March 31, 2024 and 2025, we have 26 and 41 ongoing consultancy projects of a total awarded sum of HK$17.3 million and HK$32.8 million (US$4.2 million), respectively, where we provide professional consultancy services as to feasibility study, renovation, development and/or interior design work for a number of residential and commercial premises. 44 Construction management and engineering design services We provide construction management and engineering design services, where we act as managing contractor to provide design work and help customers manage the overall construction projects for logistics infrastructure.
Our telephone number at this address is +852 2554 5666 and our fax number is +852 3705 3590. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
Our telephone number at this address is +852 2554 5666 and our fax number is +852 3705 3590.
Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong) The Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong), the Pharmacy and Poisons Ordinance, governs the manufacture, labeling, distribution, dispensing, supply, wholesale and retail sale, possession registration and the import and export of pharmaceutical products or medicines in Hong Kong.
If required, we also assist our clients to apply for and obtain dangerous goods license. 52 Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong) The Pharmacy and Poisons Ordinance (Chapter 138 of the Laws of Hong Kong), the Pharmacy and Poisons Ordinance, governs the manufacture, labeling, distribution, dispensing, supply, wholesale and retail sale, possession registration and the import and export of pharmaceutical products or medicines in Hong Kong.
Our smart cold chain solutions help our customers transform their manual logistics processes into intelligent and efficient platforms to handle the transportation of on-time and sensitive temperature-controlled products.
The projected management fee income is estimated to be HK$29.5 million (US$3.8 million). 43 Our smart cold chain solutions help our customers transform their manual logistics processes into intelligent and efficient platforms to handle the transportation of on-time and sensitive temperature-controlled products.
If required, we also assist our clients to apply for and obtain food factory licenses. 44 Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong) Pursuant to the Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong), the Dangerous Goods Ordinance, storage of dangerous goods in excess of the prescribed exempted quantity shall require a dangerous goods license issued by the Director of the Fire Services Department.
Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong) Pursuant to the Dangerous Goods Ordinance (Chapter 295 of the Laws of Hong Kong), the Dangerous Goods Ordinance, storage of dangerous goods in excess of the prescribed exempted quantity shall require a dangerous goods license issued by the Director of the Fire Services Department.
One customer accounted for 69.3% of the Group’s total revenue in FY2024 due to the Wingshing project (a construction project in relation to an automated cold chain warehouse in Kwai Chung, Hong Kong). The reason for the significantly elevated revenue concentration in FY2024 was due to the large project size.
One customer accounted for 61.5% of the Group’s total revenue in FY2025 due to a construction project in relation to an automated fire systems in Lantou Island, Hong Kong. The reason for the significantly elevated revenue concentration in FY2025 was due to the large project size.
In August 2022, we entered into a five-year asset management agreement to act as the asset manager of the Automated Warehouse Project. The projected management fee income is estimated to be HK$29.5 million (US$3.8 million).
In August 2022, we entered into a five-year asset management agreement to act as the asset manager of the Automated Warehouse Project.
The Fire Safety (Industrial Buildings) Ordinance sets out the requirements and obligations of the owner and or the occupiers of an industrial building on the fire safety direction for fire safety service installations or equipment and fire safety construction in the premises. 43 Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) and Factories and Industrial Undertakings (Electricity) Regulations (Chapter 59W of the Laws of Hong Kong) The Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong), or the Factories and Industrial Undertakings Ordinance, provides for safety and health protection to worker in an industrial undertaking.
The Fire Safety (Industrial Buildings) Ordinance sets out the requirements and obligations of the owner and or the occupiers of an industrial building on the fire safety direction for fire safety service installations or equipment and fire safety construction in the premises.
An employer who has taken out an insurance policy under the Employees’ Compensation Ordinance is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed. 46 Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong) and Occupational Safety and Health Regulation (Chapter 509A of the Laws of Hong Kong) The Occupational Safety and Health Ordinance (Chapter 509 of the Laws of Hong Kong), or the Occupational Safety and Health Ordinance, aims to ensure the safety and health of employees when they are at work.
An employer who has taken out an insurance policy under the Employees’ Compensation Ordinance is required to display a prescribed notice of insurance in a conspicuous place on each of its premises where any employee is employed.
Construction Industry Council Ordinance (Chapter 587 of the Laws of Hong Kong) Pursuant to the Construction Industry Council Ordinance (Chapter 587 of the Laws of Hong Kong), or the Construction Industry Council Ordinance, a Construction Industry Levy at the rate of 0.5% is imposed in respect of all construction work or operations carried out in Hong Kong with a total value exceeding HK$1 million.
The said applications submitted to the Town Planning Board and the Lands Department may also be required to be submitted to the Highways Department and the Transport Department for review and approval if road and transport planning in the relevant areas are concerned. 50 Construction Industry Council Ordinance (Chapter 587 of the Laws of Hong Kong) Pursuant to the Construction Industry Council Ordinance (Chapter 587 of the Laws of Hong Kong), or the Construction Industry Council Ordinance, a Construction Industry Levy at the rate of 0.5% is imposed in respect of all construction work or operations carried out in Hong Kong with a total value exceeding HK$1 million.
The contract amount consists of HK$15.7 million (US$2.0 million) for construction management services and HK$586.1 million (US$74.9 million) for engineering design works. Research and Development We are committed to research and development including technological investment as we believe that relatively low labor deployment combined with high technology generate high value product or service.
The contract is valued at approximately HK$231 million. Research and Development We are committed to research and development including technological investment as we believe that relatively low labor deployment combined with high technology generate high value product or service.
Key terms agreed to with subcontractors generally include the scope of services, fees payable, the expected length of a fit-out period, and the amount and types of materials to be supplied. We will receive invoices after subcontractors have rendered services or delivered the materials to us.
Major contract terms In the years ended March 31, 2023, 2024 and 2025, we entered into contracts with subcontractors on a case-by-case basis. Key terms agreed to with subcontractors generally include the scope of services, fees payable, the expected length of a fit-out period, and the amount and types of materials to be supplied.
The Factories and Industrial Undertakings (Electricity) Regulations (Chapter 59W of the Laws of Hong Kong) lay down basic safety requirements to guard against hazards associated with the distribution and use of electricity in an industrial undertaking.
Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong) and Factories and Industrial Undertakings (Electricity) Regulations (Chapter 59W of the Laws of Hong Kong) The Factories and Industrial Undertakings Ordinance (Chapter 59 of the Laws of Hong Kong), or the Factories and Industrial Undertakings Ordinance, provides for safety and health protection to worker in an industrial undertaking.
Construction management and engineering design services We provide construction management and engineering design services, where we act as managing contractor to provide design work and help customers manage the overall construction projects for logistics infrastructure.
We also act as the managing contractor to provide project management services before and during construction work in logistics property development projects, aiming to provide a turnkey solution to our customers.
Item 4. Information on the Company—B. Business Overview—Our Services—Construction management and engineering design services ” below for details.
We design and provide logistics technology platform which consolidate warehouse equipment solutions, such as cold chain solutions, to help customers enhance their efficiency of logistics operation, storage capacity and warehouse management. See “Item 4. Information on the Company—B. Business Overview—Our Services—Construction management and engineering design services” below for details.
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Due to increasing appetite for frozen food and insufficient equipment in Hong Kong, we expect to further develop multiple large-scale automated cold chain centers locally in the next three years to meet market demand.
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History and Development of the Company We are a holding company incorporated in the Cayman Islands and conduct our operations in Hong Kong through the following operating subsidiaries: (a) Kamui Development Group Limited, or Kamui Development Group; (b) Kamui Logistics Automation System Limited, or Kamui Logistics; (c) Kamui Cold Chain Engineering & Service Limited, or Kamui Cold Chain; (d) Vincit EngTech Co., Limited, or Vincit EngTech; (e) Kamui Construction & Engineering Group Limited, or Kamui Construction; (f) Vincit Build Solution Co., Limited, or Vincit Build Solution; (g) Alvin Design and Construction Company Limited; (h) Reitar Logtech Group Limited, or Reitar Logtech Group; (i) Reitar Cold Chain Limited, or Reitar Cold Chain; (j) Reitar Properties Leasing Limited, or Reitar Properties Leasing; (k) Reithub Consulting Limited, or Reithub Consulting; (l) Reitar Asset Management Limited, or Reitar Asset Management; (m) Cogen Advisory Limited; (n) Cogen Investment (WS) Limited; (o) Cogen Operation Limited; (p) Winner Logistics Network Limited; (q) A.R.E.
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We select and consolidate suitable technology-driven logistics solutions in our tailor-made design plans based on our management’s know-how and extensive experience in providing services to customers in the logistics sector to cater to their diversified needs.
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CommTech Limited; and (r) Jingxing Storage Equipment Engineering (H.K.) Limited. We have been operating in the logistics solution market since 2015.
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The said applications submitted to the Town Planning Board and the Lands Department may also be required to be submitted to the Highways Department and the Transport Department for review and approval if road and transport planning in the relevant areas are concerned.
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With the growth of our business and in order to facilitate international capital raising, we underwent an offshore reorganization in the second half of 2022 as follows: ● Reitar Logtech Holdings Limited was incorporated in the Cayman Islands as our offshore holding company in September 2022; ● in November 2022, Reitar Logtech Holdings Limited acquired 100% equity interest of Reitar Logtech Engineering Limited, a limited liability company incorporated in the British Virgin Islands, or BVI, which directly owns 100% equity interest of Kamui Development Group Limited and indirectly owns 100% equity interest of each of Kamui Logistics, Kamui Cold Chain, Kamui Construction and Vincit Build Solution, where Kamui Cold Chain owns 75% equity interest in Vincit EngTech and Vincit Build Solution owns 100% equity interest in Alvin Design and Construction Company Limited; and ● in November 2022, Reitar Logtech Holdings Limited further acquired 100% equity interest of Reitar Capital Partners Limited, a limited liability company incorporated in the BVI, which directly owns 100% of Reitar Logtech Group and indirectly owns 100% equity interest of each of Reitar Cold Chain, Reitar Properties Leasing, Reithub Consulting and Reitar Asset Management and 51% equity interest of Cogen Advisory Limited, where Cogen Advisory Limited owns 100% equity interest in Cogen Investment (WS) Limited and Cogen Operation Limited. 40 Corporate Information The principal executive offices of our operating subsidiaries are located at c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong.
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An employer who fails to comply with such a requirement may face a fine and imprisonment.
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As of the date of this annual report, we do not own any real property and we lease the above property in connection with our business operations. Our telephone number at this address is +852 2554 5666 and our fax number is +852 3705 3590.
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Our registered office in the Cayman Islands is located at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. Our agent for service of process in the United States is Cogency Global Inc. 122 East 42 nd Street, 18 th Floor, New York, NY 10168.
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Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is www.reitar.io . The information contained on our website is not a part of this annual report.
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The SEC maintains an Internet site at http://www.sec.gov that contains electronic reports, proxy and information statements, and other information regarding us and other issuers that file electronically with the SEC. B.
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Business Overview Overview We provide comprehensive logistics solutions by connecting capital partners, logistics operators, and our innovative integration and application of logistics technologies through our end-to-end logistics solution business model. Our business primarily consists of two segments: (i) asset management and professional consultancy services, and (ii) construction management and engineering design services.
Added
For logistics operators such as third-party logistics companies, or 3PLs, we provide one-stop logistics solutions whereby we procure capital partners to invest in logistics property development and redevelopment projects, provide support for 3PL customers in their bidding for commercial and government tender projects, help customers obtain relevant licenses for their planned logistics operations, and provide consulting services for customers to determine their strategies and overall logistics plans.
Added
Our one-stop business model allows us to understand customers’ needs in all aspects of their workflow, provide solutions at each stage that fit into the overall plan, lower their operating costs through centrally managed work process, utilize our relationship network to assist customers in their business, and optimize the overall logistics operations for our customers.
Added
For capital partners investing in our projects such as logistics property funds, we provide comprehensive asset management and project management services whereby we source suitable properties for development or conversion into logistics assets including automated warehouses, cold stores, e-commerce fulfillment and distribution centers and logistics parks, maximize the asset value through asset enhancement by applying logistics technologies, and find suitable logistics operators or users of the value-added logistics facilities under our management.
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As one of the first movers into the property + logistics technology, or PLT, solution industry in Hong Kong, we have been operating in the logistics solution market since 2015 and two of our co-founders and directors have been working in this sector for over 20 years.
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We provide PLT solutions through Reitar Group, and construction management and engineering design services through Kamui Group. In the second half of 2022, we underwent a corporate reorganization whereby our Company acquired Kamui Group and Reitar Group.
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Over years of experience working in the logistics sector, we have gained in-depth professional expertise and developed strong connections with upstream and downstream players in the industry, including investment funds, landowners, both local and international 3PLs, suppliers, and equipment manufacturers.
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Our know-how relating to our customers’ operations which was obtained through years of services represents a key competitive advantage for us. The logistics service market in Hong Kong is dominated by a limited number of key 3PL operators, and we have built close business relationships with some of them.
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As a result, we relied on a small number of customers for the majority of our total revenue for the years ended March 31, 2023, 2024 and 2025. Our leading market position, one-stop service business model, first-mover advantage, in-depth know-how and well-established customer base have enabled us to generate significant growth.
Added
For the years ended March 31, 2023, 2024 and 2025, our revenue was HK$84.5 million, HK$252.0 million and HK$378.2 million (US$48.6 million) and our net income was HK$63.6 million, HK$19.6 million and HK$2.4 million (US$0.3 million), respectively. 41 Our Business Model We provide comprehensive logistics solutions by connecting capital partners, logistics operators, and our innovative integration and application of logistics technologies through our end-to-end logistics solution business model.
Added
Our business primarily consists of two segments: (i) asset management and professional consultancy services, and (ii) construction management and engineering design services.
Added
For logistics operators such as third-party logistics companies, or 3PLs, we provide one-stop logistics solutions whereby we procure capital partners to invest in logistics property development and redevelopment projects, provide support for 3PL customers in their bidding for commercial and government tender projects, help customers obtain relevant licenses for their planned logistics operations, and provide consulting services for customers to determine their strategies and overall logistics plans.
Added
We also act as the managing contractor to provide project management services before and during construction work in logistics property development projects, aiming to provide a turnkey solution to our customers.
Added
Our one-stop business model allows us to understand customers’ needs in all aspects of their workflow, provide solutions at each stage that fit into the overall plan, lower their operating costs through centrally managed work process, utilize our relationship network to assist customers in their business, and optimize the overall logistics operations for our customers.
Added
For capital partners investing in our projects such as logistics property funds, we provide comprehensive asset management and project management services whereby we source suitable properties for development or conversion into logistics assets including automated warehouses, cold stores, e-commerce fulfillment and distribution centers and logistics parks, maximize the asset value through asset enhancement by applying logistics technologies and find suitable logistics operators or users of the value-added logistics facilities under our management.
Added
Our one-stop service business model consists of two main groups of operating subsidiaries, specializing in strategic planning and customized provision of comprehensive logistics solutions. Our Reitar Group focuses on providing asset management and professional consultancy services and our Kamui Group focuses on providing construction management and engineering design services.
Added
The close collaboration between the Reitar Group and Kamui Group enables us to build our strengths in providing one-stop logistics solutions. We believe such synergistic teamwork will further strengthen our competitiveness.
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See forth below is a diagram illustrating the workflow of our business segments: Our Services Asset management and professional consultancy services Asset management services We offer asset management services to provide total logistics real estate asset management support for customers that own investment or plan to invest in logistics real estate.
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We have an established team of experts with a strong track record, from real estate fund creation to ongoing management and disposition activities in logistics and cold-chain assets sector. 42 Our asset management service process typically involves the following: ● Attract capital partners and cooperate with them by creating investment projects to provide reputable logistics operators value-added logistics facilities after property development or redevelopment, generating attractive and stable rental yield to capital partners or sharing the yield with other investors when we partner with them as a co-investor ● Acquire use or development right on the property/warehouse/land from property owners and landlords by way of renting ● Evaluate the economic feasibility of the projects, and customize development and conversion plans and marketing strategies to find suitable logistics users/operators ● Attract specific logistics users/operators by providing tailor-made logistics solutions with fit-to-use logistics warehouse and facilities Our technology-driven logistics solutions are at the core of our asset management services.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Management fee primarily consisted of fees payable to Kamui Group Development Limited, or KGDL, for the usage of KGDL’s office space and for human resources management services, project support services and other management services provided by KGDL, and property management fee payable to a third party. Salary and allowance.
Management fee. Management fee primarily consisted of fees payable to Kamui Group Development Limited, or KGDL, for the usage of KGDL’s office space and for human resources management services, project support services and other management services provided by KGDL, and property management fee payable to a third party. Salary and allowance.
Impairment loss on goodwill Impairment loss on goodwill for the year ended March 31, 2024 primarily consisted of the impairment loss recognized on goodwill arising from acquisition of Alvin Design and Construction Company Limited (“Alvin Design”), currently our wholly owned subsidiary, in September 2023.
Impairment loss on goodwill for the year ended March 31, 2024 primarily consisted of the impairment loss recognized on goodwill arising from acquisition of Alvin Design and Construction Company Limited (“Alvin Design”), currently our wholly owned subsidiary, in September 2023.
Financing activities Net cash provided by financing activities was HK$9.4 million (US$1.2 million) for the year ended March 31, 2024, which was mainly attributable to the proceeds from bank borrowing of HK$81.6 million (US$10.4 million), which was reduced by repayment for bank borrowings of HK$59.2 million (US$7.6 million) and advance to related parties of HK$17.4 million (US$2.2 million).
Net cash provided by financing activities was HK$9.4 million (US$1.2 million) for the year ended March 31, 2024, which was mainly attributable to the proceeds from bank borrowing of HK$81.6 million (US$10.4 million), which was reduced by repayment for bank borrowings of HK$59.2 million (US$7.6 million) and advance to related parties of HK$17.4 million (US$2.2 million).
Typically, we ensure that we have sufficient cash on demand to meet expected operational expenses for a period of 12 months, including the servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. 67 Market and geographic risk Our major operations are conducted in Hong Kong.
Typically, we ensure that we have sufficient cash on demand to meet expected operational expenses for a period of 12 months, including the servicing of financial obligations: this excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. Market and geographic risk Our major operations are conducted in Hong Kong.
Our depreciation increased from approximately HK$0.7 million for the year ended March 31, 2023 to HK$2.4 million (approximately US$306,000) for the year ended March 31, 2024, mainly due to the leasehold improvement of our refurbished office at Kwun Tong, Hong Kong with a cost of HK$6,165,000. 59 ● Amortization of operating lease right-of-use assets .
Our depreciation increased from approximately HK$0.7 million for the year ended March 31, 2023 to HK$2.4 million (approximately US$306,000) for the year ended March 31, 2024, mainly due to the leasehold improvement of our refurbished office at Kwun Tong, Hong Kong with a cost of HK$6,165,000. ● Amortization of operating lease right-of-use assets .
We have taken initiatives to improve our internal control over financial reporting to address the underlying causes of such areas of inadequacy, including (i) hiring more qualified staff to fill up key roles in our operations; and (ii) providing our relevant finance staff with appropriate training regarding requirements of U.S.
We have taken initiatives to improve our internal control over financial reporting to address the underlying causes of such areas of inadequacy, including (i) hiring more qualified staff to fill up key roles in our operations; and (ii) providing our relevant finance staff with appropriate training regarding requirements of U.S. GAAP.
Revenue from contracts with our customers is recognized using the following five steps: 1. identify the contract(s) with a customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligations in the contract; and 5. recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue from contracts with customers is recognized using the following five steps: 1. identify the contract(s) with a customer; 2. identify the performance obligations in the contract; 3. determine the transaction price; 4. allocate the transaction price to the performance obligations in the contract; and 5. recognize revenue when (or as) the entity satisfies a performance obligation.
We recorded consultancy fee for seeking technical advice from third parties on automatic or other computerized equipment of approximately HK$116,000 and HK$45,000 for the years ended March 31, 2023 and 2024, respectively. ● Provision for expected credit losses.
We recorded consultancy fee for seeking technical advice from third parties on automatic or other computerized equipment of approximately HK$116,000 and HK$45,000 for the years ended March 31, 2023 and 2024, respectively. 71 ● Provision for expected credit losses.
For details of the discontinued operations, see the consolidated financial statements and the related notes included elsewhere in this annual report. 50 Key Components of Results of Operations Revenue We derive our revenue primarily from provision of construction management and engineering design services.
For details of the discontinued operations, see the consolidated financial statements and the related notes included elsewhere in this annual report. Key Components of Results of Operations Revenue We derive our revenue primarily from provision of construction management and engineering design services.
We believe that our existing cash and cash equivalents, anticipated cash raised from financings, and anticipated cash flow from operations, together with the net proceeds expected to be raised from the initial public offering, will be sufficient to meet our anticipated cash needs for the next 12 months.
We believe that our existing cash and cash equivalents, anticipated cash raised from financings, and anticipated cash flow from operations, together with the net proceeds raised from the initial public offering, will be sufficient to meet our anticipated cash needs for the next 12 months.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended March 31, 2024 that are reasonably likely to have a material and adverse effect on our income, expenses, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended March 31, 2025 that are reasonably likely to have a material and adverse effect on our income, expenses, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
If we fail to implement and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.” on page 16.
If we fail to implement and maintain an effective system of internal control over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.” on page 17.
We have no obligations for returns, refunds or similar obligations of our projects with customers. For the years ended March 31, 2022, 2023 and 2024, we are not aware of any material claims against us in relation to asset management services and professional consultancy services provided.
We have no obligations for returns, refunds or similar obligations of our projects with customers. For the years ended March 31, 2023, 2024 and 2025, we are not aware of any material claims against us in relation to asset management services and professional consultancy services provided.
Internal Control over Financial Reporting Prior to the initial public offering, we have been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures, and we have never been required to evaluate our internal controls within a specified period.
Internal Control over Financial Reporting Prior to the initial public offering, we had been a private company with limited accounting personnel and other resources with which to address our internal controls and procedures, and we had never been required to evaluate our internal controls within a specified period.
In the course of auditing our consolidated financial statements as of and for the years ended March 31, 2022, 2023 and 2024, we identified certain areas of inadequacy in our internal control over financial reporting for the above-mentioned periods.
In the course of auditing our consolidated financial statements as of and for the years ended March 31, 2023, 2024 and 2025, we identified certain areas of inadequacy in our internal control over financial reporting for the above-mentioned periods.
Our management does not believe that our contracts include a significant financing component because the period between delivery or the contracting services to the customer and the time of payment does not typically exceed one year.
Management does not believe that its contracts include a significant financing component because the period between delivery or the contracting services to the customer and the time of payment does not typically exceed one year.
For the years ended March 31, 2022, 2023 and 2024, we are not aware of any material claims against us in relation to construction management and engineering design services provided.
For the years ended March 31, 2023, 2024 and 2025, we are not aware of any material claims against us in relation to construction management and engineering design services provided.
Our operating expenses included management fee, salary and allowance, depreciation, demonstration expenses, consultancy fee and others.
Our operating expenses included management fee, salary and allowance, depreciation, consultancy fee and others.
(d) Professional consultancy services We provide professional consultancy service for construction projects involving renovation work, interior design and modification work of commercial units and residential or commercial redevelopment work.
(e) Professional consultancy services We provide professional consultancy service for construction projects involving renovation work, interior design and modification work of commercial units and residential or commercial redevelopment work.
We intend to use portion of the net proceeds expected to be raised from the initial public offering to fund our operations over the next 12 months.
We intend to use portion of the net proceeds raised from the initial public offering to fund our operations over the next 12 months.
GAAP. 65 However, we cannot assure you that we will complete the implementation of these measures in a timely manner. See “Risk Factors — Risks Relating to Our Business and Industry — We have identified certain areas of inadequacy in our internal control over financial reporting as of March 31, 2024.
However, we cannot assure you that we will complete the implementation of these measures in a timely manner. See “Risk Factors — Risks Relating to Our Business and Industry — We have identified certain areas of inadequacy in our internal control over financial reporting as of March 31, 2025.
The gain of discontinued operation for the year ended March 31, 2023 was the gain recognized from our termination of relevant agreements in respect of three warehouses with and transfer of cold storage equipment to a logistic service provider which is an independent third party. Net income.
The gain on discontinued operations for the year ended March 31, 2023 was the gain recognized from our termination of relevant agreements in respect of three warehouses and the transfer of cold storage equipment to a logistic service provider, which is an independent third party. Net income.
We provide a variety of services, including but not limited to providing professional advice on design and work plan, performing construction work progress review, handling the application of building certifications, and the preparation of feasibility reports.
The Company provides a variety of services, including but not limited to providing professional advice on design and work plan, performing construction work progress review, handling the application of building certifications, and the preparation of feasibility reports.
We provide comprehensive logistics real estate asset management support and technical consultancy services for customers that own investment or plan to invest in logistics real estate. For the year ended March 31, 2023, we generated revenue of HK$2.9 million and HK$2.6 million from our asset management service and professional consultancy service, respectively.
We provide comprehensive logistics real estate asset management support and technical consultancy services for customers that own investment or plan to invest in logistics real estate. For the year ended March 31, 2024, we generated revenue of HK$6.0 million and HK$8.0 million from our asset management service and professional consultancy service, respectively.
As a manager of sites, such as warehouses or construction sites, we provide a variety of services, including but not limited to planning and design management, construction scheduling management, sub-contracting vendor management, construction cost controls, material management, and quality assurance and oversight.
As a manager of sites, such as warehouses or construction sites, the Company provides a variety of services, including but not limited to planning and design management, construction scheduling management, sub-contracting vendor management, construction cost controls, material management, and quality assurance and oversight.
No other subcontractor accounts for more than 10% of purchases for the years ended March 31, 2022, 2023 and 2024. As of March 31, 2023, one subcontractor accounted for 39.2% of the total balance of accounts payable. As of March 31, 2024, two subcontractors accounted for 27.5% and 10.2% of the total balance of accounts payable.
For the year ended March 31, 2025, one subcontractor accounted for 19.2% of total purchases. No other subcontractor accounts for more than 10% of purchases for the years ended March 31, 2023, 2024 and 2025. As of March 31, 2024, two subcontractors accounted for 27.5% and 10.2% of the total balance of accounts payable.
We generally provide limited warranties for work that we have performed under our engineering and construction management contracts; these warranty periods are known as the defect liabilities period, or DLP. The DLP typically extends for a duration of one year from the substantial completion of the project for the customer. Historically, warranty claims have not resulted in significant costs.
The Company generally provides limited warranties for work that it has performed under its engineering and construction management contracts; these warranty periods are known as the defect liabilities period, or DLP. The DLP typically extends for a duration of one year from the substantial completion of the project for the customer. Historically, warranty claims have not resulted in significant costs.
We obtain asset management service and professional consultancy service contracts through invitations to bid or via negotiations with existing or prospective corporate clients in Hong Kong. We recognize revenue from asset management service and professional consultancy service using the percentage-of-completion method, which is predominantly based on contract costs incurred to date relative to the total estimated contract costs.
The Company obtains asset management services and professional consultancy services contracts through invitations to bid or via negotiations with existing or prospective corporate clients in Hong Kong. The Company recognizes revenue from asset management services and professional consultancy services using the percentage-of-completion method, which is predominantly based on contract costs incurred to date relative to the total estimated contract costs.
A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff). 57 Cost of revenue Cost of revenue consists of subcontracting fee, staff cost, material cost, depreciation and other indirect costs.
A disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when any of the following occurs: (1) the component of an entity or group of components of an entity meets the criteria to be classified as held for sale; (2) the component of an entity or group of components of an entity is disposed of by sale; (3) the component of an entity or group of components of an entity is disposed of other than by sale (for example, by abandonment or in a distribution to owners in a spinoff).
Net cash used in operating activities for the year ended March 31, 2024 was HK$18.7 million (US$2.4 million), primarily reflecting net income of HK$19.6 million (US$2.5 million), as adjusted by (i) net non-cash adjustments of HK$13.4 million (US$1.7 million); (ii) an increase of HK$44.6 million (US$5.7 million) in contract assets mainly related to a construction project in relation to an automated cold chain warehouse in Kwai Chung, Hong Kong; (iii) an increase of HK$12.9 million (US$1.6 million) in contracts receivable which is in line with the increase in our revenue during the year; (iv) a decrease of HK$6.5 million (US$0.8 million) in accrued expenses mainly related to the acquisition of leasehold improvement in prior year ; (v) an increase of HK$6.0 million (US$0.8 million) in accounts payable which is in line with the increase in our cost of revenue during the year; (vi) an increase of HK$5.5 million (US$0.7 million) in contract liabilities mainly related to a construction project in relation to an automated temperature-controlled warehouse in Yuen Long, Hong Kong and (vii) an increase of HK$3.1 million (US$0.4 million) in tax payable which is primarily due to the increase in taxable profits brought by one of our subsidiary, Kamui Construction & Engineering Group Limited.
Net cash used in operating activities for the year ended March 31, 2025 was HK$62.4 million (US$8.0 million), primarily reflecting net income of HK$2.4 million (US$0.3 million), as adjusted by (i) net non-cash adjustments of HK$22.3 million (US$2.9 million); (ii) an increase of HK$32.1 million (US$4.1 million) in contract assets mainly related to a construction project in relation to an automated fire systems in Lantou Island, Hong Kong; (iii) an increase of HK$11.5 million (US$1.5 million) in contracts receivable which is in line with the increase in our revenue during the year; (iv) an increase of HK$35.1 million (US$4.5 million) in prepaid expenses and other receivables mainly related to the earnest money and loan receivables; (v) a decrease of HK$4.5 million (US$0.6 million) in accrued expenses mainly related to the settlement of Accrued deferred offering costs in current year; (vi) an increase of HK$1.6 million (US$0.2 million) in accounts payable which is in line with the increase in our cost of revenue during the year; (vii) an decrease of HK$5.4 million (US$0.7 million) in contract liabilities mainly related to a construction project in relation to an automated temperature-controlled warehouse in Yuen Long, Hong Kong and (viii) an increase of HK$3.3 million (US$0.4 million) in tax payable. 73 Net cash used in operating activities for the year ended March 31, 2024 was HK$18.7 million, primarily reflecting net income of HK$19.6 million, as adjusted by (i) net non-cash adjustments of HK$13.4 million; (ii) an increase of HK$44.6 million in contract assets mainly related to a construction project in relation to an automated cold chain warehouse in Kwai Chung, Hong Kong; (iii) an increase of HK$12.9 million in contracts receivable which is in line with the increase in our revenue during the year; (iv) a decrease of HK$6.5 million in accrued expenses mainly related to the acquisition of leasehold improvement in prior year ; (v) an increase of HK$6.0 million in accounts payable which is in line with the increase in our cost of revenue during the year; (vi) an increase of HK$5.5 million in contract liabilities mainly related to a construction project in relation to an automated temperature-controlled warehouse in Yuen Long, Hong Kong and (vii) an increase of HK$3.1 million in tax payable which is primarily due to the increase in taxable profits brought by one of our subsidiary, Kamui Construction & Engineering Group Limited.
Our net income margin increased from 13.3% for the year ended March 31, 2022 to 75.3% for the year ended March 31, 2023. 62 B. Liquidity and Capital Resources Historically, our primary source of funds has been cash generated from our business operations and bank loans, which have historically been sufficient to meet our working capital and capital expenditure requirements.
Our net income margin decreased from 75.3% for the year ended March 31, 2023 to 7.8% for the year ended March 31, 2024. 72 B. Liquidity and Capital Resources Historically, our primary source of funds has been cash generated from our business operations and bank loans, which have historically been sufficient to meet our working capital and capital expenditure requirements.
Please refer to “Item 5. Operating and Financial Review and Prospects—A. Operating Results — Overview — Major Factors Affecting Our Results of Operations” for details. 68 E. Critical Accounting Estimates Please refer to “Item 5. Operating and Financial Review and Prospects — A. Operating Results — Critical Accounting Policies” for details.
Please refer to “Item 5. Operating and Financial Review and Prospects—A. Operating Results — Overview — Major Factors Affecting Our Results of Operations” for details. E.
For the years ended March 31, 2022, 2023 and 2024, our revenue was principally derived from the provision of construction management and engineering design service, which contributed to HK$141.5 million, HK$77.5 million and HK$231.0 million (US$29.5 million), representing 98.1%, 91.7% and 91.7% of our total revenue, respectively.
For the years ended March 31, 2023, 2024 and 2025, our revenue was principally derived from the provision of construction management and engineering design service, which contributed to HK$77.5 million, HK$231.0 million and HK$357.7(US$46.0 million), representing 91.7%, 91.7% and 94.6 % of our total revenue, respectively.
Consultancy fee primarily consisted of consultancy fee for technical advice on automatic or other computerized equipment. Interest expense Our interest expense primarily consisted of deemed interest on short-term bank loans.
Consultancy fee primarily consisted of consultancy fee for technical advice on automatic or other computerized equipment and cold chain storage projects. 62 Interest expense Our interest expense primarily consisted of deemed interest on short-term bank loans.
(b) Maintenance services Revenue from maintenance service contracts, which require us to render repair, maintenance, software enhancement, and cleaning or inspection services during the contracted maintenance periods, is generally within one year. Maintenance service contracts are entered separately with existing or potential customers.
(b) Maintenance services Revenue from maintenance service contracts, which require us to render repair, maintenance, software enhancement, and cleaning or inspection services during the contracted maintenance periods, is generally within one year. Maintenance service contracts are entered separately with existing or potential customers. Revenue generated from maintenance service is recognized over the coverage period on a straight-line basis.
We do not believe the adoption of ASU 2023-09 will have a material impact on our consolidated financial statements and disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of income and comprehensive income and cash flows. C.
The Company’s management does not believe the adoption of ASU 2025-01 will have a material impact on its consolidated financial statements and disclosures. Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated balance sheets, statements of income and comprehensive income and cash flows. C.
As such, we recognize goodwill impairment of HK$1,500,000 (approximately US$192,000) during the year ended March 31, 2024. 54 Taxation Hong Kong For the years ended March 31, 2022, 2023 and 2024, we generated all of our taxable income in Hong Kong.
As such, we recognize goodwill impairment of HK$1,500,000 (approximately US$192,000) during the year ended March 31, 2024. We did not record any Impairment loss on goodwill for the years ended March 31, 2023 and 2025. 63 Taxation Hong Kong For the years ended March 31, 2023, 2024 and 2025, we generated all of our taxable income in Hong Kong.
Salary and allowance primarily consisted of salaries and retirement benefit scheme contributions of the administrative and operational staff. Depreciation of property and equipment. Depreciation of property and equipment primarily consisted of the depreciation of the leasehold improvement in relation to our newly refurbished office at Kwun Tong, Hong Kong. Amortization of operating lease right-of-use assets .
Salary and allowance primarily consisted of salaries and retirement benefit scheme contributions of the administrative and operational staff. Depreciation of property and equipment. Depreciation of property and equipment primarily consisted of the depreciation of the leasehold improvement in relation to our newly refurbished office at Kwun Tong, Hong Kong and the machinery held by the Company.
For the year ended March 31, 2024, we generated revenue of HK$6.0 million (US$0.8 million) and HK$8.0 million (US$1.0 million) from our asset management service and professional consultancy service, respectively. 51 Cost of revenue Our cost of revenue was HK$107.2 million, HK$60.1 million and H$187.9 million (US$24.0 million), respectively, for the years ended March 31, 2022, 2023 and 2024.
For the year ended March 31, 2025, we generated revenue of HK$7.0 million (US$0.9 million) and HK$8.2 million (US$1.1 million) from our asset management services and professional consultancy services, respectively. Cost of revenue Our cost of revenue was HK$60.1 million, H$187.9 million and HK$318.1 (US$40.9 million), respectively, for the years ended March 31, 2023, 2024 and 2025.
As of March 31, 2024, cash balance of HK$ 6,390,861 (US$816,630) was maintained at financial institutions in Hong Kong and approximately HK$500,000 was insured by the Hong Kong Deposit Protection Board. We have designed credit policies with an objective to minimize their exposure to credit risk.
As of March 31, 2025, cash balance of HK$20,396,353 (US$2,621,673) was maintained at financial institutions in Hong Kong and approximately HK$500,000 was insured by the Hong Kong Deposit Protection Board. We have designed credit policies with an objective to minimize their exposure to credit risk.
For the years ended March 31, 2022, 2023 and 2024, we generated total revenue of HK$144.2 million, HK$84.5 million and HK$252.0 million (US$32.2 million), respectively.
For the years ended March 31, 2023, 2024 and 2025, we generated total revenue of HK$84.5 million, HK$252.0 million and K$378.2 million (US$48.6 million), respectively.
As of March 31, 2023, three customers accounted for 28.1%, 18.1% and 12.4% of the total balance of contracts receivable. As of March 31, 2024, three customers accounted for 36.2%, 16.9% and 16.7% of the total balance of contracts receivable. No other customer accounts for more than 10% of contracts receivable as of March 31, 2023 and 2024 .
As of March 31, 2024, three customers accounted for 36.2%, 16.9% and 16.7% of the total balance of contracts receivable. As of March 31, 2025, two customers accounted for 64.5% and 12.3% of the total balance of contracts receivable. No other customer accounts for more than 10% of contracts receivable as of March 31, 2024 and 2025.
Contract asset concentration risk As of March 31, 2023, two customers accounted for 68.5% and 16.1% of the total balance of contract assets. As of March 31, 2024, one customer accounted for 82.8% of the total balance of contract assets. No other customer accounts for more than 10% of contract assets as of March 31, 2023 and 2024 .
Contract asset concentration risk As of March 31, 2024, one customer accounted for 82.8% of the total balance of contract assets. As of March 31, 2025, two customers accounted for 51.6% and 44.9% of the total balance of contract assets. No other customer accounts for more than 10% of contract assets as of March 31, 2024 and 2025.
Therefore, our enterprise selling cycle is subject to many risks and delays over which we have little control, including our customers’ decisions to choose alternatives to our services (such as other providers or in-house resources) and the timing of our customers’ budget cycles and approval processes.
Therefore, our enterprise selling cycle is subject to many risks and delays over which we have little control, including our customers’ decisions to choose alternatives to our services (such as other providers or in-house resources) and the timing of our customers’ budget cycles and approval processes. 57 Implementing our enterprise services involves a significant commitment of resources over an extended period of time from both our customers and us.
Generally, revenue is recognized when we have negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and we are reasonably assured that funds have been or will be collected from the customer. 55 We currently generate our revenue by the below sources: (a) Construction management and engineering design services We currently generate revenue from providing construction management and engineering design services.
Generally, revenue is recognized when the Company has negotiated the terms of the transaction, which includes determining either the overall price, or the price for each performance obligation in the form of a service or a product, the service or product has been delivered to the customer, no obligation is outstanding regarding that service or product, and the Company is reasonably assured that funds have been or will be collected from the customer.
Our net income margin decreased from 75.3% for the year ended March 31, 2023 to 7.8% for the year ended March 31, 2024. 60 Year ended March 31, 2023 compared to year ended March 31, 2022 Revenue.
Our net income margin decreased from 7.8% for the year ended March 31, 2024 to 0.6% for the year ended March 31, 2025. Year ended March 31, 2024 compared to year ended March 31, 2023 Revenue.
An allowance, where applicable, would make for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment. 66 Customer concentration risk For the year ended March 31, 2022, three customers accounted for 40.7%, 23.9% and 11.9% of our total revenue.
An allowance, where applicable, would make for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment. Customer concentration risk For the year ended March 31, 2023, four customers accounted for 24.0%, 20.9%, 19.4% and 16.9% of our total revenue.
We plan to fund our future capital expenditures with our existing cash balance and proceeds expected to be raised from the initial public offering. We will continue to make capital expenditures to meet the expected growth of our business.
In these periods, our capital expenditures were mainly used for the purchase of property and equipment. We plan to fund our future capital expenditures with our existing cash balance and proceeds raised from the initial public offering. We will continue to make capital expenditures to meet the expected growth of our business.
As a result, our revenue generated from construction management and engineering design services segment increased by 201.3% from HK$79.0 million for the year ended March 31, 2023 to HK$238.0 million for the year ended March 31, 2024.
As a result, our revenue generated from construction management and engineering design services segment increased by 201.3% from HK$79.0 million for the year ended March 31, 2023 to HK$238.0 million for the year ended March 31, 2024. 70 In terms of our asset management services, we served seven clients (in five projects) and three clients (in three projects) in the year ended March 31, 2023 and 2024, respectively.
(ii) Transfer of cold storage equipment: On March 31, 2023, Reitar Cold Chain entered into an asset transfer agreement to sell the entire cold storage equipment owned by Reitar Cold Chain to Party A for a total of HK$69.0 million (US$8.8 million).
(ii) Transfer of cold storage equipment: On March 31, 2023, Reitar Cold Chain entered into an asset transfer agreement to sell the entire cold storage equipment owned by Reitar Cold Chain to Party A for a total of HK$69.0 million (US$8.8 million). 58 As of March 31, 2023, the net outstanding amount in relation to the above arrangement from Party A amounted to HK$58.46 million (US$7.45 million).
For the year ended March 31, 2023, four customers accounted for 24.0%, 20.9%, 19.4% and 16.9% of our total revenue. For the year ended March 31, 2024, two customers accounted for 69.3% and 10.4% of total revenue. No other customer accounts for more than 10% of revenue for the years ended March 31, 2022, 2023 and 2024 .
For the year ended March 31, 2024, two customers accounted for 69.3% and 10.4% of total revenue. For the year ended March 31, 2025, two customers accounted for 61.5% and 23.5% of our total revenue. No other customer accounts for more than 10% of revenue for the years ended March 31, 2023, 2024 and 2025.
Our construction management and engineering design services mainly comprise two service lines, (i) construction management and engineering design services, and (ii) maintenance services. Our construction management and engineering design service mainly includes the management of construction projects for logistics infrastructure.
Our construction management and engineering design service mainly includes the management of construction projects for logistics infrastructure.
Net cash used in financing activities was HK$21.4 million for the year ended March 31, 2023, which was mainly attributable to advance to related parties of HK$19.9 million, which was partially offset by proceeds from bank borrowings of HK$4 million.
Net cash used in financing activities was HK$21.4 million for the year ended March 31, 2023, which was mainly attributable to advance to related parties of HK$19.9 million, which was partially offset by proceeds from bank borrowings of HK$4 million. 74 Capital Expenditures We made capital expenditures of approximately HK$474,000, HK$518,000 and HK$3.9 million (approximately US$503,000) for the years ended March 31, 2023, 2024 and 2025, respectively.
Amortization of operating lease right-of-use assets mainly consisted of the amortization of operating lease right-of-use assets in relation to the lease of our office at Kwun Tong, Hong Kong. Demonstration expenses. Demonstration expenses primarily consisted of expenses incurred for introduction and demonstration of automated equipment and facilities to our potential customers. Consultancy fee.
Amortization of operating lease right-of-use assets . Amortization of operating lease right-of-use assets mainly consisted of the amortization of operating lease right-of-use assets in relation to the lease of our office at Kwun Tong, Hong Kong. Consultancy fee.
As a result of the foregoing, our net income, which consisted of net income from continuing operation and gain on discontinued operation, increased by 224.9% from HK$19.2 million for the year ended March 31, 2022 to HK$62.6 million for the year ended March 31, 2023.
As a result of the foregoing, our net income, which consists of net income from continuing operations and gain on discontinued operations, decreased by 87.8% from HK$19.6 million for the year ended March 31, 2024 to HK$2.4 million for the year ended March 31, 2025.
Our interest expense increased from approximately HK$167,000 for the year ended March 31, 2022 to approximately HK$220,000 for the year ended March 31, 2023, primarily due to increase in short-term bank loans during the year. Other income.
Our interest expense increased from approximately HK$1.5 million for the year ended March 31, 2024 to approximately HK$2.7 million (approximately US$346,000) for the year ended March 31, 2025, primarily due to an increase in short-term bank loans during the period. Other income.
The percentage-of-completion method (an input method) is the most representative depiction of our performance because it directly measures the value of the services or products transferred to the customer.
We recognize revenue using the percentage-of-completion method, based primarily on contract costs incurred to date compared to total estimated contract costs. The percentage-of-completion method (an input method) is the most representative depiction of our performance because it directly measures the value of the services or products transferred to the customer.
The following table presents our gross profit and gross profit margin by service lines for the periods indicated: Years ended March 31, 2022 2023 2024 Gross profit Margin Gross profit Margin Gross profit Margin HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services 36,277,425 25.6 % 20,789,148 26.8 % 54,190,621 6,924,523 23.5 % Maintenance services 650,361 24.3 % 598,549 38.8 % 4,562,642 583,018 64.9 % Asset management services — — % 1,756,464 60.7 % 2,050,707 262,041 34.2 % Professional consultancy services — — % 1,262,857 49.2 % 3,255,296 415,965 40.7 % Total 36,927,786 25.6 % 24,407,018 28.9 % 64,059,266 8,185,547 25.4 % Operating expenses For the years ended March 31, 2022, 2023 and 2024, our operating expenses were HK$13.5 million, HK$15.0 million and HK$35.9 million (US$4.6 million), respectively.
The following table presents our gross profit and gross profit margin by service lines for the periods indicated: Years ended March 31, 2023 2024 2025 Gross profit Margin Gross profit Margin Gross profit Margin HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services 20,789,148 26.8 % 54,190,621 23.5 % 52,512,747 6,749,798 14.7 % Maintenance services 598,549 38.8 % 4,562,642 64.9 % 2,145,707 275,800 43.9 % WaaS — — — — 174,422 22,420 44.5 % Asset management services 1,756,464 60.7 % 2,050,707 34.2 % 2,448,288 314,694 35.0 % Professional consultancy services 1,262,857 49.2 % 3,255,296 40.7 % 2,777,797 357,048 33.7 % Total 24,407,018 28.9 % 64,059,266 25.4 % 60,058,961 7,719,760 15.9 % 61 Operating expenses For the years ended March 31, 2023, 2024 and 2025, our operating expenses were HK$15.0 million, HK$35.9 million and HK$50.3 million (US$6.5 million), respectively.
Subcontracting fee includes both subcontracting costs and other outside costs associated with performance under contracts with customers. Staff costs represent the portion of salaries and wages incurred in connection with the production of deliverables under contracts with customers. Performance under contracts does not involve significant machinery or other long-term depreciable assets.
Cost of revenue Cost of revenue consists of subcontracting fee, staff cost, material cost, depreciation and other indirect costs. Subcontracting fee includes both subcontracting costs and other outside costs associated with performance under contracts with customers. Staff costs represent the portion of salaries and wages incurred in connection with the production of deliverables under contracts with customers.
Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity.
Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.
Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. 77 Recently adopted accounting standards In June 2016, the FASB issued Accounting Standards Update No. 2016 - 13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13”).
Subcontractor concentration risk For the year ended March 31, 2022, two subcontractors accounted for 35.2% and 17.6% of total purchases. For the year ended March 31, 2023, two subcontractors accounted for 13.8% and 10.6% of total purchases. For the year ended March 31, 2024, one subcontractor accounted for 19.6% of total purchases.
No other customer accounts for more than 10% of retention receivable as of March 31, 2024 and 2025. 76 Subcontractor concentration risk For the year ended March 31, 2023, two subcontractors accounted for 13.8% and 10.6% of total purchases. For the year ended March 31, 2024, one subcontractor accounted for 19.6% of total purchases.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and requires retrospective application to all periods presented in the consolidated financial statements. We are evaluating the impact on our consolidated financial statements.
The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The amendments should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospective application to all periods presented in the consolidated financial statements.
Liquidity risk Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset.
The currencies giving rise to this risk are primarily US$. As HK$ is currently pegged to US$, exposure to foreign exchange fluctuations is minimal. Liquidity risk Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset.
The following table sets forth components of our operating expenses for the periods indicated: Years ended March 31, 2022 2023 2024 HK$ % HK$ % HK$ US$ % Management fee 6,101,612 45.3 % 3,952,004 26.3 % 892,998 114,108 2.5 % Salary and allowance 1,642,778 12.2 % 4,733,405 31.6 % 15,509,419 1,981,807 43.2 % Depreciation of property and equipment 33,720 0.3 % 696,482 4.6 % 2,391,477 305,585 6.7 % Amortization of operating lease right-of-use assets — — % 567,166 3.8 % 2,455,945 313,823 6.8 % Demonstration expenses 2,726,640 20.3 % — — % — — — % Consultancy fee 1,864,982 13.9 % 115,540 0.8 % 45,000 5,750 0.1 % Provision for expected credit losses 700,899 5.2 % 1,809,747 12.1 % 7,022,680 897,363 19.6 % Auditor’s remuneration 25,500 0.2 % 1,280,000 8.5 % 2,734,800 349,455 7.6 % Others (1) 355,309 2.6 % 1,844,230 12.3 % 4,821,835 616,138 13.5 % Total 13,451,440 100 % 14,998,574 100 % 35,874,154 4,584,029 100 % Note: (1) Others primarily consisted of legal and professional fee and other miscellaneous expenses for administrative purposes. 53 Management fee.
The following table sets forth components of our operating expenses for the periods indicated: Years ended March 31, 2023 2024 2025 HK$ % HK$ % HK$ US$ % Management fee 3,952,004 26.3 % 892,998 2.5 % 892,998 114,783 1.8 % Salary and allowance 4,733,405 31.6 % 15,509,419 43.2 % 17,572,985 2,258,767 34.9 % Depreciation of property and equipment 696,482 4.6 % 2,391,477 6.7 % 2,435,879 313,099 4.8 % Amortization of operating lease right-of-use assets 567,166 3.8 % 2,455,945 6.8 % 2,859,872 367,598 5.7 % Consultancy fee 115,540 0.8 % 45,000 0.1 % 457,096 58,753 0.9 % Provision for expected credit losses 1,809,747 12.1 % 7,022,680 19.6 % 16,802,195 2,159,693 33.4 % Auditor’s remuneration 1,280,000 8.5 % 2,734,800 7.6 % 1,447,030 185,996 2.9 % Others (1) 1,844,230 12.3 % 4,821,835 13.5 % 7,821,342 1,005,327 15.6 % Total 14,998,574 100 % 35,874,154 100 % 50,289,397 6,464,016 100 % Note: (1) Others primarily consisted of legal and professional fee and other miscellaneous expenses for administrative purposes.
Loan interest income primarily consisted of the interest income of 2.5% per month charged on a short-term loan to a third party. Other expense Our other expense for the years ended March 31, 2022 and 2024 primarily consisted of exchange loss arisen from the foreign exchange difference resulting from the fluctuation of RMB against the Hong Kong dollar.
Exchange difference primarily consisted of exchange gain arisen from the foreign exchange differences resulting from the fluctuation of RMB against the Hong Kong dollar. Loan interest income. Loan interest income primarily consisted of the interest income of 2.5% per month and 3.8% per annum charged on the short-term loans to third parties.
Other income The following table presents our breakdown of other income for the periods indicated: Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Government subsidies 17,010 257,074 — Exchange difference — 9,720 — Loan interest income — — 40,000 5,111 Others 1,054 259 1,800 230 Total 18,064 267,053 41,800 5,341 For the years ended March 31, 2022, 2023 and 2024, our other income was approximately HK$18,000, approximately HK$267,000 and approximately HK$42,000 (US$5,000), respectively.
Other income The following table presents our breakdown of other income for the periods indicated: Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Government subsidies 257,074 — 638,400 82,058 Exchange difference 9,720 — — — Bad debt recovered — — 96,969 12,464 Loan interest income — 40,000 188,963 24,289 Others 259 1,800 42,886 5,512 Total 267,053 41,800 967,218 124,323 For the years ended March 31, 2023, 2024 and 2025, our other income was approximately HK$267,000, HK$42,000 and HK$967,000 (US$124,000), respectively.
Our maintenance services mainly include repair, software enhancement, cleaning or inspection services during the maintenance periods. Our asset management and professional consultancy services mainly comprise two service lines, (i) asset management service, and (ii) professional consultancy service.
Our maintenance services mainly include repair, software enhancement, cleaning or inspection services during the maintenance periods. Our WaaS includes providing flexible, pay-per-use warehousing solution through the self-owned warehouse machinery for logistics operations. Our asset management and professional consultancy services mainly comprise two service lines, (i) asset management services, and (ii) professional consultancy services.
If our existing Hong Kong operating subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us.
If our existing Hong Kong operating subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. 75 Off-Balance Sheet Commitments and Arrangements We have not entered into any off-balance sheet financial guarantees or other off-balance sheet commitments to guarantee the payment obligations of any third parties.
Contract assets, net Contract assets, net are recorded when the progress to completion revenue earned on contracts exceeds amounts actually billed under the contract. Contract liabilities Contract liabilities are recorded when amounts actually billed under a contract exceed the progress to completion revenue earned under the contract.
Performance under contracts does not involve significant machinery or other long-term depreciable assets. Contract assets, net Contract assets, net are recorded when the progress to completion revenue earned on contracts exceeds amounts actually billed under the contract.
The following table sets forth the breakdown of our revenue for the periods indicated: Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services: Construction management and engineering design services 141,471,098 77,483,493 230,970,927 29,513,657 Maintenance services 2,680,881 1,542,361 7,028,760 898,141 Sub-total 144,151,979 79,025,854 237,999,687 30,411,798 Asset management and professional consultancy services: Asset management services — 2,893,668 5,990,000 765,407 Professional consultancy services — 2,565,817 7,990,188 1,020,993 Sub-total — 5,459,485 13,980,188 1,786,400 Total 144,151,979 84,485,339 251,979,875 32,198,198 During the years ended March 31, 2022, 2023 and 2024, we derived revenue primarily from our construction management and engineering design services, and we also generated revenue from our asset management and professional consultancy services provided by the Reitar Group for the year ended March 31, 2023 and 2024 since we acquired 100% equity interest in Reitar Capital Partners Limited, which owns 100% equity interest of Reitar Group, in November 2022.
The following table sets forth the breakdown of our revenue for the periods indicated: Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services: Construction management and engineering design services 77,483,493 230,970,927 357,667,837 45,973,321 Maintenance services 1,542,361 7,028,760 4,888,206 628,312 WaaS — — 391,925 50,377 Sub-total 79,025,854 237,999,687 362,947,968 46,652,010 Asset management and professional consultancy services: Asset management services 2,893,668 5,990,000 6,990,000 898,469 Professional consultancy services 2,565,817 7,990,188 8,231,783 1,058,083 Sub-total 5,459,485 13,980,188 15,221,783 1,956,552 Total 84,485,339 251,979,875 378,169,751 48,608,562 During the years ended March 31, 2023, 2024 and 2025, we derived revenue primarily from our construction management and engineering design services, and we also generated revenue from our asset management and professional consultancy services provided by the Reitar Group for the year ended March 31, 2023, 2024 and 2025 since we acquired 100% equity interest in Reitar Capital Partners Limited, which owns 100% equity interest of Reitar Group, in November 2022. 59 Our construction management and engineering design services mainly comprise three service lines, (i) construction management and engineering design services, (ii) maintenance services and (iii) warehouse as a service (“WaaS”).
As of March 31, 2023, one customer accounted for 100% of retention receivable. As of March 31, 2024, one customer accounted for 100% of retention receivable. No other customer accounts for more than 10% of retention receivable as of March 31, 2023 and 2024 .
As of March 31, 2024, one customer accounted for 100% of retention receivable. As of March 31, 2025, one customer accounted for 100% of retention receivable.
Our ability to manage our working capital, including receivables and other assets and liabilities and accrued liabilities, may materially affect our financial condition and results of operations. 63 The following table sets forth our selected consolidated cash flow data for the periods indicated: Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Net cash provided by (used in) operating activities 2,930,155 49,714,339 (18,736,428 ) (2,394,156 ) Net cash (used in) provided by investing activities (134,651 ) 9,661,547 (12,826,481 ) (1,638,979 ) Net cash (used in) provided by financing activities (4,849,325 ) (21,410,587 ) 9,399,792 1,201,113 Net (decrease) increase in cash and cash equivalents (2,053,821 ) 37,965,299 (22,163,117 ) (2,832,022 ) Operating activities Our operating cash inflow is primarily from our operating activities principally from the receipt of payments for our provision of services, whereas our outflow from operating activities is principally for subcontracting fees payable to suppliers, payment of salaries and employee benefits and general and administrative expenses.
The following table sets forth our selected consolidated cash flow data for the periods indicated: Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Net cash provided by (used in) operating activities 49,774,339 (18,736,428 ) (62,354,617 ) (8,014,834 ) Net cash provided by (used in) investing activities 9,601,547 (12,826,481 ) (8,749,679 ) (1,124,652 ) Net cash (used in) provided by financing activities (21,410,587 ) 9,399,792 91,876,929 11,809,525 Net increase (decrease) in cash and cash equivalents 37,965,299 (22,163,117 ) 20,772,633 2,670,039 Operating activities Our operating cash inflow is primarily from our operating activities principally from the receipt of payments for our provision of services, whereas our outflow from operating activities is principally for subcontracting fees payable to suppliers, payment of salaries and employee benefits and general and administrative expenses.
Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Revenue 144,151,979 84,485,339 251,979,875 32,198,198 Cost of revenue (107,224,193 ) (60,078,321 ) (187,920,609 ) (24,012,651 ) Gross profit 36,927,786 24,407,018 64,059,266 8,185,547 Operating expenses: Management fee (6,101,612 ) (3,952,004 ) (892,998 ) (114,108 ) Salary and allowance (1,642,778 ) (4,733,405 ) (15,509,419 ) (1,981,807 ) Depreciation of property and equipment (33,720 ) (696,482 ) (2,391,477 ) (305,585 ) Amortization of operating lease right-of-use assets — (567,166 ) (2,455,945 ) (313,823 ) Demonstration expenses (2,726,640 ) — — — Consultancy fee (1,864,982 ) (115,540 ) (45,000 ) (5,750 ) Provision for expected credit losses (700,899 ) (1,809,747 ) (7,022,680 ) (897,363 ) Auditor’s remuneration (25,500 ) (1,280,000 ) (2,734,800 ) (349,455 ) Others (355,309 ) (1,844,230 ) (4,821,835 ) (616,138 ) Total operating expenses (13,451,440 ) (14,998,574 ) (35,874,154 ) (4,584,029 ) Income from continuing operation 23,476,346 9,408,444 28,185,112 3,601,518 Other income (expenses): Bank interest income 3,722 9 195,319 24,958 Interest expense (167,293 ) (220,201 ) (1,486,629 ) (189,963 ) Other income 18,064 267,053 41,800 5,341 Other expense (2,897 ) — (1,600 ) (204 ) Impairment loss on goodwill — — (1,500,000 ) (191,671 ) Total other income (expenses), net (148,404 ) 46,861 (2,751,110 ) (351,539 ) Income from continuing operation before income tax expenses 23,327,942 9,455,305 25,434,002 3,249,979 Income tax expenses (4,163,246 ) (1,994,996 ) (5,806,012 ) (741,897 ) Net income from continuing operation 19,164,696 7,460,309 19,627,990 2,508,082 Gain on discontinued operation — 56,150,372 — — Net income 19,164,696 63,610,681 19,627,990 2,508,082 Add: net loss attributable to non-controlling interests from continuing operation — (101,880 ) (131,456 ) (16,798 ) Net income attributable to the company’s ordinary shareholders and total comprehensive income 19,164,696 63,712,561 19,759,446 2,524,880 58 Year ended March 31, 2024 compared to year ended March 31, 2023 Revenue.
Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Revenue 84,485,339 251,979,875 378,169,751 48,608,562 Cost of revenue (60,078,321 ) (187,920,609 ) (318,110,790 ) (40,888,802 ) Gross profit 24,407,018 64,059,266 60,058,961 7,719,760 Operating expenses: Management fee (3,952,004 ) (892,998 ) (892,998 ) (114,783 ) Salary and allowance (4,733,405 ) (15,509,419 ) (17,572,985 ) (2,258,767 ) Depreciation of property and equipment (696,482 ) (2,391,477 ) (2,435,879 ) (313,099 ) Amortization of operating lease right-of-use assets (567,166 ) (2,455,945 ) (2,859,872 ) (367,598 ) Consultancy fee (115,540 ) (45,000 ) (457,096 ) (58,753 ) Provision for expected credit losses (1,809,747 ) (7,022,680 ) (16,802,195 ) (2,159,693 ) Auditor’s remuneration (1,280,000 ) (2,734,800 ) (1,447,030 ) (185,996 ) Others (1,844,230 ) (4,821,835 ) (7,821,342 ) (1,005,327 ) Total operating expenses (14,998,574 ) (35,874,154 ) (50,289,397 ) (6,464,016 ) Income from continuing operation 9,408,444 28,185,112 9,769,564 1,255,744 Other income (expenses): Bank interest income 9 195,319 849,735 109,222 Interest expense (220,201 ) (1,486,629 ) (2,692,394 ) (346,071 ) Other income 267,053 41,800 967,218 124,323 Other expense — (1,600 ) (22,084 ) (2,839 ) Impairment loss on goodwill — (1,500,000 ) — — Total other income (expenses), net 46,861 (2,751,110 ) (897,525 ) (115,365 ) Income from continuing operation before income tax expenses 9,455,305 25,434,002 8,872,039 1,140,379 Income tax expenses (1,994,996 ) (5,806,012 ) (6,431,499 ) (826,681 ) Net income from continuing operation 7,460,309 19,627,990 2,440,540 313,698 Gain on discontinued operation 56,150,372 — — — Net income 63,610,681 19,627,990 2,440,540 313,698 Add: net loss attributable to non-controlling interests from continuing operation (101,880 ) (131,456 ) (5,428,991 ) (697,823 ) Net income attributable to the company’s ordinary shareholders and total comprehensive income 63,712,561 19,759,446 7,869,531 1,011,521 Year ended March 31, 2025 compared to year ended March 31, 2024 Revenue.
Net cash used in investing activities was approximately HK$135,000 for the year ended March 31, 2022, which was primarily attributable to the purchase of property, plant and equipment of approximately HK$142,000.
Investing activities Net cash used in investing activities was HK$8.7 million (US$1.1 million) for the year ended March 31, 2025, which was primarily attributable to the purchase of property, plant and equipment of HK$3.9 million (US$0.5 million) and loan to third parties of HK$2.6 million (US$0.3 million).
As a result of the foregoing, our net income from continuing operation decreased 61.1% from HK$19.2 million for the year ended March 31, 2022 to HK$7.5 million for the year ended March 31, 2023. Gain on discontinued operation. We recorded nil and HK$56.2 million gain on discontinued operation for the year ended March 31, 2022 and 2023.
Net income from continuing operations . As a result of the foregoing, we recorded net income from continuing operations of HK$19.6 million and HK$2.4 million (approximately US$0.3 million) for the years ended March 31, 2024 and 2025, respectively. Gain on discontinued operation. We recorded nil on discontinued operations for the years ended March 31, 2024 and 2025.
The following table presents our cost of revenue by service lines for the periods indicated: Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services: Construction management and engineering design services 105,193,673 56,694,345 176,780,306 22,589,134 Maintenance services 2,030,520 943,812 2,466,118 315,123 Sub-total 107,224,193 57,638,157 179,246,424 22,904,257 Asset management and professional consultancy services: Asset management services — 1,137,204 3,939,293 503,366 Consultancy services — 1,302,960 4,734,892 605,028 Sub-total — 2,440,164 8,674,185 1,108,394 Total cost of revenue 107,224,193 60,078,321 187,920,609 24,012,651 The following table presents our cost of revenue by nature for the periods indicated: Years ended March 31, 2022 2023 2024 2024 HK$ HK$ HK$ US$ Subcontracting fee 104,403,898 49,059,395 156,563,553 20,005,821 Staff cost 1,643,872 7,529,384 13,615,451 1,739,794 Others 1,176,423 3,489,542 17,741,605 2,267,036 Total cost of revenue 107,224,193 60,078,321 187,920,609 24,012,651 Our cost of revenue primarily consisted of subcontracting fee staff cost, and other costs such as material costs and insurance expenses.
The following table presents our cost of revenue by service lines for the periods indicated: Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Service lines: Construction management and engineering design services: Construction management and engineering design services 56,694,345 176,780,306 305,155,090 39,223,523 Maintenance services 943,812 2,466,118 2,742,499 352,512 WaaS — — 217,503 27,957 Sub-total 57,638,157 179,246,424 308,115,092 39,603,992 Asset management and professional consultancy services: Asset management services 1,137,204 3,939,293 4,541,712 583,775 Consultancy services 1,302,960 4,734,892 5,453,986 701,035 Sub-total 2,440,164 8,674,185 9,995,698 1,284,810 Total cost of revenue 60,078,321 187,920,609 318,110,790 40,888,802 60 The following table presents our cost of revenue by nature for the periods indicated: Years ended March 31, 2023 2024 2025 2025 HK$ HK$ HK$ US$ Subcontracting fee 49,059,395 156,563,553 290,119,660 37,290,924 Staff cost 7,529,384 13,615,451 23,522,297 3,023,470 Others 3,489,542 17,741,605 4,468,833 574,408 Total cost of revenue 60,078,321 187,920,609 318,110,790 40,888,802 Our cost of revenue primarily consisted of subcontracting fee staff cost, and other costs such as material costs and insurance expenses.
Results of Operations The following table sets forth a summary of our consolidated results of operations for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report.
This information should be read together with our consolidated financial statements and related notes included elsewhere in this annual report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
Net cash used in financing activities was HK$4.8 million for the year ended March 31, 2022, which was mainly attributable to dividend paid of HK$10.7 million; which was partially offset by proceeds from bank borrowings of HK$4.8 million and repayment from related parties of HK$2.9 million.
Financing activities Net cash provided by financing activities was HK$91.9 million (US$11.8 million) for the year ended March 31, 2025, which was mainly attributable to the proceeds from bank borrowing of HK$229.0 million (US$29.4 million) and net proceeds from IPO of HK$67.4 million (US$8.7 million), which was reduced by repayment for bank borrowings of HK$191.5 million (US$24.6 million), and advance to related parties of HK$12.6 million (US$1.6 million).
Unless we are able to control the labor costs or pass on these increasing labor costs, our financial condition and results of operations may be adversely affected. Natural disasters, health epidemics or pandemics, and other outbreaks, most notably those related to the outbreak of COVID-19 The outbreak of COVID-19 has spread throughout the world.
Unless we are able to control the labor costs or pass on these increasing labor costs, our financial condition and results of operations may be adversely affected. 56 Natural disasters, health epidemics, geopolitical crises, and other adverse events Our business, financial condition, and results of operations are subject to risks arising from events beyond our control, including natural disasters, public health crises, geopolitical tensions, and other major adverse events.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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The audit committee is responsible for, among other things: ● appointing or removing the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor; ● setting clear hiring policies for employees or former employees of the independent auditor; ● reviewing with the independent auditor any audit problems or difficulties and management’s response; ● reviewing and approving all related-party transactions; ● discussing the annual audited financial statements with management and the independent auditor; ● discussing with management and the independent auditor major issues regarding accounting principles and financial statement presentations; ● reviewing analyzes or other written communications prepared by management or the independent auditor relating to significant financial reporting issues and judgments made in connection with the preparation of the financial statements; ● reviewing with management and the independent auditor the effect of key transactions, related-party transactions and off-balance sheet transactions and structures; ● reviewing with management and the independent auditor the effect of regulatory and accounting initiatives; ● reviewing policies with respect to risk assessment and risk management; ● reviewing our disclosure controls and procedures and internal control over financial reporting; ● reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company; ● establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● evaluating the performance, responsibilities, budget and staffing of our internal audit function and reviewing and approving the internal audit plan; and ● reporting regularly to the board of directors.
The audit committee is responsible for, among other things: ● appointing or removing the independent auditor and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor; ● setting clear hiring policies for employees or former employees of the independent auditor; ● reviewing with the independent auditor any audit problems or difficulties and management’s response; ● reviewing and approving all related-party transactions; ● discussing the annual audited financial statements with management and the independent auditor; discussing with management and the independent auditor major issues regarding accounting principles and financial statement presentations; ● reviewing analyzes or other written communications prepared by management or the independent auditor relating to significant financial reporting issues and judgments made in connection with the preparation of the financial statements; 87 ● reviewing with management and the independent auditor the effect of key transactions, related-party transactions and off-balance sheet transactions and structures; ● reviewing with management and the independent auditor the effect of regulatory and accounting initiatives; ● reviewing policies with respect to risk assessment and risk management; ● reviewing our disclosure controls and procedures and internal control over financial reporting; ● reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by our company; ● establishing procedures for the receipt, retention and treatment of complaints we received regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; ● periodically reviewing and reassessing the adequacy of our audit committee charter; ● evaluating the performance, responsibilities, budget and staffing of our internal audit function and reviewing and approving the internal audit plan; and ● reporting regularly to the board of directors.
The nomination and corporate governance committee is responsible for, among other things: ● identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees; ● evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation; ● leading our board of directors in a self-evaluation to determine whether it and its committees are functioning effectively; ● reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to our board of directors; ● reviewing and approving compensation (including equity-based compensation) for our directors; ● overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and ● reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.
The nomination and corporate governance committee is responsible for, among other things: ● identifying and recommending to the board of directors qualified individuals for membership on the board of directors and its committees; ● evaluating, at least annually, its own performance and reporting to the board of directors on such evaluation; 88 ● leading our board of directors in a self-evaluation to determine whether it and its committees are functioning effectively; ● reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to our board of directors; ● reviewing and approving compensation (including equity-based compensation) for our directors; ● overseeing compliance with the corporate governance guidelines and code of business conduct and ethics and reporting on such compliance to the board of directors; and ● reviewing and assessing periodically the adequacy of its charter and recommending any proposed changes to the board of directors for approval.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation of our executive officers; ● reviewing and evaluating our executive compensation and benefits policies generally; ● in consultation with our chief executive officer, periodically reviewing our management succession planning; 73 ● reporting to our board of directors periodically; ● evaluating its own performance and reporting to our board of directors on such evaluation; ● periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation of our executive officers; ● reviewing and evaluating our executive compensation and benefits policies generally; ● in consultation with our chief executive officer, periodically reviewing our management succession planning; ● reporting to our board of directors periodically; ● evaluating its own performance and reporting to our board of directors on such evaluation; ● periodically reviewing and assessing the adequacy of the compensation committee charter and recommending any proposed changes to our board of directors; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. E.
We have entered into indemnification agreements with our directors and executive officers, pursuant to which we will agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. 89 E.
In certain limited exception circumstances, our Company has the right to seek damages against any directors who breaches a duty owed to us. Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
In certain limited exception circumstances, our Company has the right to seek damages against any directors who breaches a duty owed to us. 86 Our board of directors has all the powers necessary for managing, and for directing and supervising, our business affairs.
Each committee’s members and functions are described below. 72 Audit committee Our audit committee consists of Mr. Ho Tung Armen HO, Mr. Chi Wai SIU and Mr. Chun Pong Raymond SIU, and is chaired by Mr. Ho Tung Armen HO. Our board of directors has determined that Mr. Ho Tung Armen HO, Mr. Chi Wai SIU and Mr.
Each committee’s members and functions are described below. Audit committee Our audit committee consists of Mr. Ho Tung Armen HO, Mr. Chi Wai SIU and Mr. Chun Pong Raymond SIU, and is chaired by Mr. Ho Tung Armen HO. Our board of directors has determined that Mr. Ho Tung Armen HO, Mr. Chi Wai SIU and Mr.
Since September 2021, Mr. Siu has also served as an independent non-executive director of China Wantian Holdings Limited (stock code: 01854.HK). Mr. Siu obtained a master’s degree of laws from University College London in November 2003 and a bachelor’s degree of laws from The University of Hong Kong in November 2001. 70 Ka Chai NG, chief financial officer Mr.
Since September 2021, Mr. Siu has also served as an independent non-executive director of China Wantian Holdings Limited (stock code: 01854.HK). Mr. Siu obtained a master’s degree of laws from University College London in November 2003 and a bachelor’s degree of laws from The University of Hong Kong in November 2001. 85 Ka Chai NG, chief financial officer Mr.
Kin Chung CHAN serves as a director, chief executive officer and chairman of board of directors of our Company. Mr. Chan is also the founder and managing director of Reitar Logtech Group, one of our subsidiaries. Mr. Chan has over 15 years of professional experience in corporate finance, asset management and real estate project investment.
Kin Chung CHAN serves as a director, chief executive officer and chairman of board of directors of our Company. Mr. Chan is also the founder and managing director of Reitar Logtech Group, one of our subsidiaries. Mr. Chan has over 16 years of professional experience in corporate finance, asset management and real estate project investment.
Siu has been a practicing solicitor of The High Court of Hong Kong since December 2005 and has over 16 years of experience in law with practical experience in corporate finance and regulatory compliance. Mr. Siu was a partner of F. Zimmern & Co., Solicitors & Notaries from July 2012 to August 2017. In September 2017, Mr.
Siu has been a practicing solicitor of The High Court of Hong Kong since December 2005 and has over 17 years of experience in law with practical experience in corporate finance and regulatory compliance. Mr. Siu was a partner of F. Zimmern & Co., Solicitors & Notaries from July 2012 to August 2017. In September 2017, Mr.
Ho Tung Armen HO serves as an independent director and the chairman of the audit committee and a member of the nomination and corporate governance committee of our Company. Mr. Ho has over 22 years of experience in listing companies, corporate finance, private equity, advisory and audit. From 1998 to 2006, Mr.
Ho Tung Armen HO serves as an independent director and the chairman of the audit committee and a member of the nomination and corporate governance committee of our Company. Mr. Ho has over 23 years of experience in listing companies, corporate finance, private equity, advisory and audit. From 1998 to 2006, Mr.
Chi Wai SIU serves as an independent director and the chairman of the compensation committee and a member of the audit committee of our Company. Mr. Siu has over 15 years of experience in investment banking, transaction advisory and valuation fields. From October 2005 to April 2008, Mr.
Chi Wai SIU serves as an independent director and the chairman of the compensation committee and a member of the audit committee of our Company. Mr. Siu has over 16 years of experience in investment banking, transaction advisory and valuation fields. From October 2005 to April 2008, Mr.
Yiu founded Compass Engineering Limited and is currently its managing director. Since September 2017, Mr. Yiu has been a director of Kerry Logistics Engineering Limited. In July 2019, Mr. Yiu co-founded Comboxx Group with Mr. Kin Chung CHAN and Mr. Hau Lim CHUNG, and was executive director. Mr.
In January 2000, Mr. Yiu founded Compass Engineering Limited and is currently its managing director. Since September 2017, Mr. Yiu has been a director of Kerry Logistics Engineering Limited. In July 2019, Mr. Yiu co-founded Comboxx Group with Mr. Kin Chung CHAN and Mr. Hau Lim CHUNG, and was executive director. Mr.
Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report. B.
Yiu graduated from Delta Group of Schools in Hong Kong in July 1988. Mr. Yiu is a member of Hong Kong Air Conditioning and Refrigeration Association. 69 Ho Tung Armen HO, independent director Mr.
Yiu graduated from Delta Group of Schools in Hong Kong in July 1988. Mr. Yiu is a member of Hong Kong Air Conditioning and Refrigeration Association. 84 Ho Tung Armen HO, independent director Mr.
Kam has over 15 years of experience in executive search, public relations, investor relations and strategic development. From January 2006 to July 2017, Ms.
Kam has over 16 years of experience in executive search, public relations, investor relations and strategic development. From January 2006 to July 2017, Ms.
Chung co-founded Comboxx Group with Mr. Kin Chung CHAN and Mr. Chun Yip YIU, and was an executive director. Mr. Chung obtained a master’s degree of business administration in financial economics from Columbia University in the city of New York in June 2015. Chun Yip YIU, director Mr. Chun Yip YIU serves as a director of our Company. Mr.
In July 2019, Mr. Chung co-founded Comboxx Group with Mr. Kin Chung CHAN and Mr. Chun Yip YIU, and was an executive director. Mr. Chung obtained a master’s degree of business administration in financial economics from Columbia University in the city of New York in June 2015. Chun Yip YIU, director Mr.
Name Age Position/Title Kin Chung CHAN 39 Director, Chairman and Chief Executive Officer Hau Lim CHUNG 52 Director, President Chun Yip YIU 49 Director Ho Tung Armen HO 48 Independent Director Lo Chanii KAM 43 Independent Director Chi Wai SIU 42 Independent Director Chun Pong Raymond SIU 44 Independent Director Ka Chai NG 41 Chief Financial Officer Kin Chung CHAN, director, chairman and chief executive officer Mr.
Name Age Position/Title Kin Chung CHAN 40 Director, Chairman and Chief Executive Officer Hau Lim CHUNG 53 Director, President Chun Yip YIU 49 Director Ho Tung Armen HO 50 Independent Director Lo Chanii KAM 44 Independent Director Chi Wai SIU 43 Independent Director Chun Pong Raymond SIU 45 Independent Director Ka Chai NG 42 Chief Financial Officer Kin Chung CHAN, director, chairman and chief executive officer Mr.
Yiu is also a founder and managing director of Kamui Group. In addition, Mr. Yiu serves as an executive director of Reitar Logtech Group, one of our subsidiaries. Mr. Yiu has over 20 years of experience in electrical and mechanical services and cold chain logistics solution development. In January 2000, Mr.
Chun Yip YIU serves as a director of our Company. Mr. Yiu is also a founder and managing director of Kamui Group. In addition, Mr. Yiu serves as an executive director of Reitar Logtech Group, one of our subsidiaries. Mr. Yiu has over 21 years of experience in electrical and mechanical services and cold chain logistics solution development.
Compensation Compensation of Directors and Executive Officers For the year ended March 31, 2024, we paid cash compensation (including salaries and mandatory provident fund) of HK$6.5 million, to our directors and executive officers as a group. C.
Compensation Compensation of Directors and Executive Officers For the year ended March 31, 2025, we paid cash compensation (including salaries and mandatory provident fund) of HK$7.3 million, to our directors and executive officers as a group. C.
The calculations in the table below are based on 40,000,000 Class A ordinary shares and 20,000,000 Class B ordinary shares issued and outstanding as of the date of this annual report. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 45,633,750 Class A ordinary shares and 16,810,000 Class B ordinary shares issued and outstanding as of the date of this annual report. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
Ordinary shares beneficially owned Number of Class A Ordinary Shares Number of Class B Ordinary Shares % of total ordinary shares on an as-converted basis* % of voting Power** Directors and Executive Officers*: Kin Chung CHAN (1) 14,800,000 7,400,000 37.00 % 37.00 % Hau Lim CHUNG (3) 7,020,000 5,710,000 21.22 % 27.26 % Chun Yip YIU (2) 6,520,000 3,260,000 16.30 % 16.30 % Ho Tung Armen HO - - - - Lo Chanii KAM - - - - Chi Wai SIU - - - - Chun Pong Raymond SIU - - - - Ka Chai NG - - - - All directors and executive officers as a group 28,340,000 16,370,000 74.52 % 80.56 % Principal Shareholders: Star Capital Asset Management Limited (1) 14,800,000 7,400,000 37.00 % 37.00 % Integrated Intelligence Investment Limited 7,020,000 5,710,000 17.55 % 17.55 % Smart Wealthy Investment Limited (2) 6,520,000 3,260,000 16.30 % 16.30 % Notes: * The business address of our directors and executive officers is c/o Unit 801, 8 th Floor, Tower 2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. 75 ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all our Class A ordinary shares and Class B ordinary shares as a single class.
Ordinary shares beneficially owned Number of Class A Ordinary Shares Number of Class B Ordinary Shares % of total ordinary shares on an as-converted basis* % of voting Power** Directors and Executive Officers*: Kin Chung CHAN (1) 14,800,000 7,400,000 35.55 % 42.25 % Hau Lim CHUNG (3) 7,020,000 5,710,000 20.39 % 31.12 % Chun Yip YIU (2) 6,520,000 3,260,000 15.66 % 18.61 % Ho Tung Armen HO - - - - Lo Chanii KAM - - - - Chi Wai SIU - - - - Chun Pong Raymond SIU - - - - All directors and executive officers as a group 28,340,000 16,370,000 71.60 % 91.98 % Principal Shareholders: Star Capital Asset Management Limited (1) 14,800,000 7,400,000 35.55 % 42.25 % Integrated Intelligence Investment Limited 7,020,000 5,710,000 16.86 % 20.04 % Smart Wealthy Investment Limited (2) 6,520,000 3,260,000 15.66 % 18.61 % Notes: * The business address of our directors and executive officers is c/o Unit 801, 8 th Floor, Tower 2, The Quayside, 77 Hoi Bun Road, Kwun Tong, Kowloon, Hong Kong. ** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all our Class A ordinary shares and Class B ordinary shares as a single class.
Chung has over 23 years of experience in warehouse and logistics solution development, especially rich experience in automation system. In January 2000, Mr. Chung founded JingXing Storage Equipment Engineering (HK) Company Limited and is currently its managing director. Since September 2017, Mr. Chung has been a director of Kerry Logistics Engineering Limited. In July 2019, Mr.
Chung has over 24 years of experience in warehouse and logistics solution development, especially rich experience in automation system. In January 2000, Mr. Chung founded JingXing Storage Equipment Engineering (H.K.) Company Limited (“JingXing”) and was resigned as the director of JingXing in July 2022. Since September 2017, Mr. Chung has been a director of Kerry Logistics Engineering Limited.
Hau Lim CHUNG, with its registered office at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands; and (b) 2,200,000 Class B ordinary shares held by Mr. Hau Lim CHUNG. As of the date of this annual report, none of our outstanding ordinary shares were held by record holders in the United States.
Hau Lim CHUNG, with its registered office at Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands; and (b) 2,200,000 Class B ordinary shares held by Mr.
Ho worked as the chief financial officer and company secretary of Tianyun International Holdings Limited (stock code: 6836.HK). Mr. Ho has also served as an independent non-executive director of Stream Ideas Group Limited (stock code: 8401.HK) since March 2018 and Diwang Industrial Holdings Limited (stock code: 1950.HK) from March 2020 to October 2023. Mr.
Ho has also served as an independent non-executive director of Stream Ideas Group Limited (stock code: 8401.HK) since March 2018 and Diwang Industrial Holdings Limited (stock code: 1950.HK) from March 2020 to October 2023 and independent director of Cre8 Enterprise Limited (Nasdaq: CRE), a Nasdaq listed Company since July 2025. Mr.
Board of Directors Our board of directors consists of seven directors, four of whom are independent directors within the meaning of Nasdaq Marketplace Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act.
He has been a member of Hong Kong Institute of Certified Public Accountants since July 2015. Board of Directors Our board of directors consists of seven directors, four of whom are independent directors within the meaning of Nasdaq Marketplace Rule 5605(a)(2) and Rule 10A-3 under the Exchange Act.
We may terminate the executive officer’s employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties. 74 Each executive officer has agreed to hold in strict confidence and not to use, except for the benefit of our company, any proprietary information, technical data, trade secrets and know-how of our company or the confidential or proprietary information of any third party, including our subsidiaries and our clients, received by our company.
We may terminate the executive officer’s employment for cause, at any time, without advance notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.
Ka Chai NG serves as chief financial officer of our Company. Mr. Ng has over ten years of experience in the audit field. Mr. Ng has served as the company secretary and financial controller of 中深建业建设集团有限公司 (Zhongshen Jianye Construction Group Co., Ltd.) since January 2022. Since December 2016, Mr.
Ka Chai NG serves as chief financial officer of our Company. Mr. Ng has over ten years of experience in accounting and corporate governance. Mr. Ng is currently the chief financial officer of Reitar Logtech Holdings Limited (Nasdaq: RITR). Currently Mr.
Ng obtained a bachelor’s degree of business administration in December 2004 and a master’s degree of philosophy in music in December 2007 from The Chinese University of Hong Kong. He has been a member of Hong Kong Institute of Certified Public Accountants since July 2015.
Ng is also serving as the company secretary of Zhongshen Jianye Holding Limited (stock code: 02503.HK) and JTF International Holdings Limited (stock code: 09689.HK). Mr. Ng obtained a bachelor’s degree of business administration in December 2004 and a master’s degree of philosophy in music in December 2007 from The Chinese University of Hong Kong.
Ng has served as the company secretary and chief financial officer of JTF International Holdings Limited (stock code: 08479.HK). From May 2019 to September 2019, he worked as the company secretary and financial controller in Zhejiang Prospect Company Limited. From June 2016 to November 2016, Mr. Ng worked as a senior manager in Wall CPA Limited. Prior to that, Mr.
Ho worked as the chief financial officer and company secretary of Tianyun International Holdings Limited (stock code: 6836.HK). Mr.
Removed
Ng served Mabel Chan & Co. from August 2008 to July 2010 and Crowe Horwath (HK) CPA Limited from July 2010 to April 2016. During his time as an external auditor, Mr. Ng was responsible for various listed companies’ audit and internal control review engagements. Mr.
Added
Each executive officer has agreed to hold in strict confidence and not to use, except for the benefit of our company, any proprietary information, technical data, trade secrets and know-how of our company or the confidential or proprietary information of any third party, including our subsidiaries and our clients, received by our company.
Removed
Board Diversity Matrix Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited Under Home Country Law No Total Number of Directors 7 Part I: Gender Identity Female Male Non-Binary Did Not Disclose Gender Directors 1 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 71 B.
Added
Hau Lim CHUNG. 90 To our knowledge and based on our review of our register of members as of the date of this annual report, as of the date of this annual report, 12,303,750 of our outstanding ordinary shares were held by record holders in the United States.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Kin Chung CHAN, a director of the Company For general business expenses paid by the related party on behalf of the Company — 22,790,867 5,150 658 Mr. Hau Lim CHUNG A director of the Company For general business expenses paid by the related party on behalf of the Company — 1,700,000 — — Mr.
Kin Chung CHAN, a director of the Company For general business expenses paid by the related party on behalf of the Company 22,790,867 5,150 — — Mr. Hau Lim CHUNG A director of the Company For general business expenses paid by the related party on behalf of the Company 1,700,000 — — — Mr.
Yuxi Liang Non-controlling shareholder of Cogen Advisory Limited For general business expenses paid by the related party on behalf of the Company 734,485 93,853 Mr.
Yuxi Liang Non-controlling shareholder of Cogen Advisory Limited For general business expenses paid by the related party on behalf of the Company — 734,485 1,197,517 153,924 Mr.
JingXing Storage Equipment Engineering (H.K.) Company Limited and Compass Engineering Limited, which were subsidiaries of Kamui Group Development Limited, were not regarded as related parties of the Company after January 16, 2023. C. Interests of Experts and Counsel Not applicable.
Chung and Mr. Yiu disposed of their 100% equity interest in Kamui Group Development Limited. JingXing Storage Equipment Engineering (H.K.) Company Limited and Compass Engineering Limited, which were subsidiaries of Kamui Group Development Limited, were not regarded as related parties of the Company after January 16, 2023. 92 C. Interests of Experts and Counsel Not applicable.
Amounts due to related parties by our Company Relationship to Nature of As of March 31, Name of related parties the Company transactions 2022 2023 2024 HK$ HK$ HK$ US$ Kamui Group Development Limited (1) A company which was controlled by Mr. Chung Yip YIU and Mr.
Amounts due to related parties by our Company Relationship to Nature of As of March 31, Name of related parties the Company transactions 2023 2024 2025 HK$ HK$ HK$ US$ Star Capital Investment Limited An entity controlled by Mr.
Other Related Party Transactions In addition to the employment agreements, indemnification agreements and the securities issuances, we describe below the related party transactions of our Company that occurred during the years ended March 31, 2022, 2023 and 2024. 76 Amount due from related parties by our Company Relationship to Nature of As of March 31, Name of related parties the Company transactions 2022 2023 2024 HK$ HK$ HK$ US$ Smart Wealthy Investment Limited and Integrated Intelligence Investment Limited Two shareholders of the Company As received fund from such shareholders to satisfy the share capital of the Company 8 — — — Compass Engineering Limited A wholly owned subsidiary of Kamui Group Development Limited, a company controlled by Mr.
Other Related Party Transactions In addition to the employment agreements, indemnification agreements and the securities issuances, we describe below the related party transactions of our Company that occurred during the years ended March 31, 2023, 2024 and 2025.
Ka Ho Chiu Non-controlling shareholder of Cogen Advisory Limited For general business expenses paid by the related party on behalf of the Company 908,766 116,123 Total 4,939,837 24,490,867 1,648,401 210,634 Note: (1) On January 16, 2023, Mr. Chung and Mr. Yiu disposed of their 100% equity interest in Kamui Group Development Limited.
Ka Ho Chiu Non-controlling shareholder of Cogen Advisory Limited For general business expenses paid by the related party on behalf of the Company — 908,766 969,750 124,649 Total 24,490,867 1,648,401 2,167,267 278,573 The amounts due to the related parties listed above are unsecured, interest free with no specific repayment terms and of non-trade nature.
Year ended March 31, 2022 2023 2024 HK$ HK$ HK$ US$ Revenue from JingXing Storage Equipment Engineering (H.K.) Company Limited (1) 296,985 1,809,486 — — Revenue from Smartmore LogTech International Group Limited — — 1,742,678 222,681 Subcontracting cost to Compass Engineering Limited (1) 43,260 137,200 — — Subcontracting cost to JingXing Storage Equipment Engineering (H.K.) Company Limited 658,165 749,418 — — Subcontracting cost to Kamui Construction Management Limited, a company in which Mr.
Year ended March 31, 2023 2024 2025 HK$ HK$ HK$ US$ Revenue from JingXing Storage Equipment Engineering (H.K.) Company Limited (1) 1,809,486 — — — Revenue from Smartmore LogTech International Group Limited — 1,742,678 — — Revenue from NEXX Global Limited — — 490,375 63,031 Revenue from Star Capital Investment Limited — — 1,000,000 128,536 Subcontracting cost to Smartmore LogTech International Group Limited — — 16,563,785 2,129,049 Subcontracting cost to Compass Engineering Limited (1) 137,200 — — — Consultancy fee to Compass Engineering Limited (1) 75,320 — — — Subcontracting cost to JingXing Storage Equipment Engineering (H.K.) Company Limited 749,418 — — — Management fee paid to Kamui Group Development Limited (1) 3,600,000 — — — Acquisition of machinery from NEXX Global Limited — — 2,977,788 382,754 Acquisition of leasehold improvement 6,165,000 — — — Constructive dividend 1,088,580 — — — Note: (1) On January 16, 2023, Mr.
Chung Yip YIU and Mr. Hau Lim CHUNG, two directors of the Company For general and daily business operation purpose of the related party in prior year — — — — Kamui Automation Technology Limited (1) A wholly owned subsidiary of Kamui Group Development Limited, a company controlled by Mr. Chung Yip YIU and Mr.
Kin Chung CHAN, a director of the Company For general and daily business operation purpose of the related party — — 12,295,575 1,580,428 Ginger Limited An entity controlled by Mr.
Kamui Automation Technology Limited which was one of the subsidiaries of Kamui Group Development Limited, was not regarded as a related party of the Company after January 16, 2023. 77 The amounts due from the related parties listed above are unsecured, interest free with no specific repayment terms and of non-trade nature.
Kin Chung CHAN, a director of the Company For general and daily business operation purpose of the related party — — 285,787 36,734 Total — — 12,602,227 1,619,844 91 The amounts due from the related parties listed above are unsecured, interest free with no specific repayment terms and of non-trade nature.
Removed
Hau Lim CHUNG, two directors of the Company For general and daily business operation purpose of the related party in prior years 1,978,516 — — — Total 1,978,524 — — — Notes: (1) On January 16, 2023, Mr. Chung and Mr. Yiu disposed their 100% equity interest in Kamui Group Development Limited.
Added
Amount due from related parties by our Company Relationship to Nature of As of March 31, Name of related parties the Company transactions 2023 2024 2025 HK$ HK$ HK$ US$ Star Capital Investment Limited An entity controlled by Mr.
Removed
Hau Lim CHUNG, two directors of the Company, and has no longer been a related party to our Company since January 2023 For general business expenses paid by the related party on behalf of the Company in prior years 10,000 — — — JingXing Storage Equipment Engineering (H.K.) Company Limited (1) A wholly owned subsidiary of Kamui Group Development Limited, which has no longer been a related party to our Company since January 2023 For general business expenses paid by the related party on behalf of the Company 4,900,000 — — — On On Lok Lok Limited A company in which Mr.
Added
Kin Chung CHAN, a director of the Company For general and daily business operation purpose of the related party — — 20,865 2,682 NEXX Global Limited An entity controlled by Mr.
Removed
Chung Yip YIU and Mr. Hau Lim CHUNG, two directors of the Company, have interest For general business expenses paid by the related party on behalf of the Company in prior years 29,837 — — — Star Capital Investment Limited An entity controlled by Mr.
Removed
JingXing Storage Equipment Engineering (H.K.) Company Limited, which was one of the subsidiaries of Kamui Group Development Limited, was not regarded as a related party of the Company after January 16, 2023. 78 The amounts due to the related parties listed above are unsecured, interest free with no specific repayment terms and of non-trade nature.
Removed
Hau Lim CHUNG has interest 38,740,088 — — — Management fee paid to Kamui Group Development Limited (1) 6,101,612 3,600,000 — — Acquisition of leasehold improvement — 6,165,000 — — Constructive dividend — 1,088,580 — — Note: (1) On January 16, 2023, Mr. Chung and Mr. Yiu disposed of their 100% equity interest in Kamui Group Development Limited.