UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in itscharter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, includingarea code)
Securities registered pursuantto Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.
Indicate by check mark whetherthe registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submitsuch files).
Indicate by check mark whetherthe registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whetherthe registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2025, therewere
Jerash Holdings (US), Inc.
Form 10-Q
For the Quarterly Period Ended June 30, 2025
Contents
i
JERASH HOLDINGS (US), INC.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
JERASH HOLDINGS (US), INC.,
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, 2025 | March 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Advances to suppliers, net | ||||||||
| Total Current Assets | ||||||||
| Restricted cash - non-current | ||||||||
| Long-term deposits | ||||||||
| Property, plant, and equipment, net | ||||||||
| Goodwill | ||||||||
| Operating lease right of use assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Credit facilities | $ | $ | ||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Income tax payable - current | ||||||||
| Uncertain tax provision | ||||||||
| Other payables | ||||||||
| Deferred revenue | ||||||||
| Operating lease liabilities - current | ||||||||
| Total Current Liabilities | ||||||||
| Deferred tax liabilities, net | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 16) | ||||||||
| Equity | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Treasury stock, | ( | ) | ( | ) | ||||
| Statutory reserve | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Jerash Holdings (US), Inc. Stockholders’ Equity | ||||||||
| Noncontrolling interest | ||||||||
| Total Equity | ||||||||
| Total Liabilities and Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
JERASH HOLDINGS (US),INC.,
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
| For the Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross Profit | ||||||||
| Selling, general, and administrative expenses | ||||||||
| Stock-based compensation expenses | ||||||||
| Total Operating Expenses | ||||||||
| Income (Loss) from Operations | ( | ) | ||||||
| Other Income (Expenses): | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Net profit (loss) before provision for income taxes | ( | ) | ||||||
| Income tax expenses | ||||||||
| Net profit (loss) | ( | ) | ||||||
| Net (profit) loss attributable to noncontrolling interest | ( | ) | ||||||
| Net profit (loss) attributable to Jerash Holdings (US), Inc.’s Common Stockholders | $ | $ | ( | ) | ||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Other Comprehensive Income: | ||||||||
| Foreign currency translation gain | ||||||||
| Total Comprehensive Income (Loss) | ( | ) | ||||||
| Comprehensive (income) loss attributable to noncontrolling interest | ( | ) | ||||||
| Comprehensive Income (Loss) Attributable to Jerash Holdings (US), Inc.’s Common Stockholders | $ | $ | ( | ) | ||||
| Earnings (Loss) Per Share Attributable to Common Stockholders: | ||||||||
| Basic and diluted | $ | $ | ( | ) | ||||
| Weighted Average Number of Shares | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
| Dividend per share | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
JERASH HOLDINGS (US), INC.,
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND 2024
(UNAUDITED)
| Preferred Stock | Common Stock | Additional Paid- | Treasury | Statutory | Retained | Accumulated Other Comprehensive Income | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | in Capital | Stock | Reserve | Earnings | (Loss) | interest | Equity | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| Stock-based compensation expense for the restricted stock units issued under stock incentive plan | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Dividend payment | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
| Stock-based compensation expense for the restricted stock units issued under stock incentive plan | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Net profit | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Dividend payments | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Foreign currency translation gain | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
JERASH HOLDINGS (US),INC.,
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net profit (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net profit (loss) to net cash used in operatingactivities: | ||||||||
| Depreciation | ||||||||
| Stock-based compensation expenses | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Changes in operating assets: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Advances to suppliers | ( | ) | ( | ) | ||||
| Changes in operating liabilities: | ||||||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ( | ) | ||||
| Other payables | ( | ) | ||||||
| Deferred revenue | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property, plant and equipment | ( | ) | ( | ) | ||||
| Payments for construction of properties | ( | ) | ||||||
| Payment for long-term deposits | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Dividend payments | ( | ) | ( | ) | ||||
| Repayment from short-term loan | ( | ) | ( | ) | ||||
| Proceeds from short-term loan | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH | ||||||||
| NET DECREASE IN CASH AND RESTRICTED CASH | ( | ) | ( | ) | ||||
| CASH AND RESTRICTED CASH, BEGINNING OF THE PERIOD | ||||||||
| CASH AND RESTRICTED CASH, END OF THE PERIOD | $ | $ | ||||||
| CASH AND RESTRICTED CASH, END OF THE PERIOD | $ | $ | ||||||
| LESS: NON-CURRENT RESTRICTED CASH | ||||||||
| CASH, END OF THE PERIOD | $ | $ | ||||||
| Supplemental disclosure information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Income tax paid | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Equipment obtained by utilizing long-term deposit | $ | $ | ||||||
| Operating lease right of use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
Theaccompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
JERASH HOLDINGS (US), INC AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS
Jerash Holdings (US), Inc. (“Jerash Holdings”)was incorporated under the laws of the State of Delaware on January 20, 2016. Jerash Holdings is a holding company with no operations.Jerash Holdings and its subsidiaries are herein collectively referred to as the “Company.”
Jerash Garments and Fashions Manufacturing CompanyLimited (“Jerash Garments”) is a wholly owned subsidiary of Jerash Holdings and was established in Amman, the Hashemite Kingdomof Jordan (“Jordan”), as a limited liability company on November 26, 2000 with a declared capital of
Jerash for Industrial Embroidery Company (“JerashEmbroidery”) and Chinese Garments and Fashions Manufacturing Company Limited (“Chinese Garments”) were both establishedin Amman, Jordan, as limited liability companies on March 11, 2013 and June 13, 2013, respectively, each with a declared capital of JOD
Al-Mutafaweq Co. for Garments Manufacturing Ltd.(“Paramount”) is a contract garment manufacturer that was established in Amman, Jordan, as a limited liability company onOctober 24, 2004 with a declared capital of JOD
Jerash The First for Medical Supplies ManufacturingCompany Limited (“Jerash The First”) was established in Amman, Jordan, as a limited liability company on July 6, 2020, witha registered capital of JOD
Mustafa and Kamal Ashraf Trading Company (Jordan)for the Manufacture of Ready-Make Clothes LLC (“MK Garments”) is a garment manufacturer that was established in Amman, Jordan,as a limited liability company on January 23, 2003 with a declared capital of JOD
Kawkab Venus Dowalyah Lisenaet Albesah(“Kawkab Venus”) was established in Amman, Jordan, as a limited liability company on January 15, 2015 with a declaredcapital of JOD
Treasure Success International Limited (“TreasureSuccess”) was organized on July 5, 2016 in Hong Kong Special Administrative Region of the People’s Republic of China (“HongKong” or “HK”), as a limited liability company for the primary purpose of employing staff from the People’s Republicof China (“China”) to support Jerash Garments’ operations and is a wholly owned subsidiary of Jerash Holdings.
Ever Winland Limited (“Ever Winland”)was organized in Hong Kong, as a limited liability company. It holds office premises, which are leased to Treasure Success. On June 22,2022, Treasure Success and the shareholders of Ever Winland entered into an agreement, pursuant to which Treasure Success acquired allof the outstanding stock of Ever Winland. Apart from the office premises used by Treasure Success, Ever Winland had no other significantassets or liabilities and no operating activities or employees at the time of this acquisition, so this transaction was accounted foras an asset acquisition. As of August 29, 2022, Ever Winland became a subsidiary of Treasure Success.
5
NOTE 1 – ORGANIZATION AND DESCRIPTIONOF BUSINESS (continued)
J&B International Limited (“J&B”)is a joint venture company established in Hong Kong on January 10, 2023. On March 20, 2023, Treasure Success and P. T. Eratex (Hong Kong)Limited (“Eratex”) entered into a Joint Venture and Shareholders’ Agreement, pursuant to which Treasure Success acquired
Jerash Newtech (Hong Kong) Holdings Limited (“JerashNewtech”) is a joint venture company established in Hong Kong on November 3, 2023. On October 10, 2023, Treasure Success and NewtechTextile (HK) Limited entered into a Joint Venture and Shareholder’s Agreement to establish a new joint venture for the establishmentof a fabric facility in Jordan. On November 3, 2023, Jerash Newtech was established according to the aforementioned Joint Venture andShareholder’s Agreement. Treasure Success owns
Jiangmen Treasure Success Business ConsultancyCompany Limited (“Jiangmen Treasure Success”) was organized on August 28, 2019 under the laws of China in Jiangmen City ofGuangdong Province in China with a total registered capital of HKD
Jerash Supplies, LLC (“Jerash Supplies”)was formed under the laws of the State of Delaware on November 20, 2020. Jerash Supplies is engaged in the trading of personal protectiveequipment products and is a wholly owned subsidiary of Jerash Holdings.
The Company is engaged primarily in the manufacturingand exporting of customized, ready-made sportswear and outerwear produced in its facilities in Jordan and sold in the United States, Jordan,and other countries.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company’s unaudited condensed consolidatedfinancial statements are prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.GAAP”) for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they donot include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, alladjustments considered necessary for a fair presentation have been included in the Company’s unaudited condensed consolidated financialstatements. The consolidated balance sheet as of March 31, 2025 has been derived from the audited consolidated balance sheet at that datebut does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidatedfinancial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes theretoincluded in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the U.S. Securitiesand Exchange Commission (the “SEC”). Operating results for the three months ended June 30, 2025 are not necessarily indicativeof the results that may be expected for the year ending March 31, 2026.
Principles of Consolidation
The unaudited condensed consolidated financialstatements include the financial statements of Jerash Holdings, its wholly owned subsidiaries, and two non-wholly owned subsidiaries.
6
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Non-wholly owned subsidiaries are entities thatthe reporting parent entity does not own equity interests in full. Noncontrolling interest is evaluated with a depiction of the portionof a non-wholly owned subsidiary’s net assets, net income, and net comprehensive income that is attributable to holders of equity-classifiedownership interests other than the reporting parent entity. As mentioned in Note 1, the Company holds
All significant intercompany balances and transactionshave been eliminated in consolidation.
Use of Estimates
The preparation of the unaudited condensed consolidatedfinancial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amountsof assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, andthe reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates.
Cash
The Company’s cash consists of cash on handand cash deposited in financial institutions. The Company considers all highly liquid investment instruments with an original maturityof three months or less from the original date of purchase to be cash equivalents. As of June 30, 2025 and March 31, 2025, the Companyhad cash equivalents.
Restricted Cash
Restricted cash consists of cash used as securitydeposits to obtain credit facilities from a bank and to secure customs clearance, labor import requirements, and other requirements oflocal regulations. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These securitydeposits at the bank are refundable only when the bank facilities are terminated. The restricted cash is classified as a current assetif the Company intends to terminate these bank facilities within one year, and as a non-current asset if otherwise.
Accounts Receivable, Net
Accounts receivable are recognized and carriedat the original invoiced amount less an estimated allowance for credit loss. The Company usually grants extended payment terms to customerswith good credit standing and determines the adequacy of credit losses based on the historical level of credit loss, current economictrends, and reasonable and supportable forecasts that affect the collectability of the future cash flows.
Inventories
Inventories are stated at the lower of cost ornet realizable value. Inventories include the cost of raw materials, freight, direct labor, and related production overhead. The costof inventories is determined using the First-in, First-out method. The Company periodically reviews its inventories for excess or slow-movingitems and makes provisions as necessary to properly reflect inventory value.
Advance to Suppliers, Net
Advance to suppliers consists of balances paidto suppliers for services or materials purchased that have not been provided or received. Advance to suppliers for services and materialsis short-term in nature. Advance to suppliers is reviewed periodically to determine whether its carrying value has become impaired. TheCompany considers the assets to be impaired if the performance by the suppliers becomes doubtful. At each reporting date, the Companygenerally determines the adequacy of allowance for impairment by evaluating all available information, and then records specific allowancesfor those advances based on the specific facts and circumstances.
7
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Credit Loss
The Company maintains expected loss methodologythat is referred to as the current expected credit loss methodology. The expected credit loss impairment model requires the entity torecognize its estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires considerationof a broader range of reasonable and supportable information to inform credit loss estimates.
The Company’s accounts receivable and otherreceivables, which are included in prepaid expenses and other current assets line items in the consolidated balance sheets, are withinthe scope of ASC Topic 326. The Company measures expected credit losses of account receivables and other receivables, on a collectivebasis when similar risk characteristics exist. The Company makes estimates of expected credit and collectability trends for the allowancefor credit losses based upon assessment of various factors, including historical experience, the age of the receivables, creditworthinessof the customers and other debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, andother factors that may affect its ability to collect from the customers and other debtors. The Company also provides specific provisionsfor allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
Expected credit losses are included ingeneral and administrative expenses in the unaudited condensed consolidated statements of operations and comprehensive income(loss). After all attempts to collect a receivable have failed, the receivable is written off against the allowance.
Property, Plant, and Equipment, Net
Property, plant, and equipment are recorded atcost, reduced by accumulated depreciation and amortization. Depreciation and amortization expense related to property, plant, and equipmentis computed using the straight-line method based on the estimated useful lives of the assets, or in the case of leasehold improvements,the shorter of the initial lease term or the estimated useful life of the improvements. The useful life and depreciation method are reviewedperiodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from itemsof property, plant, and equipment.
| Useful life | ||
| Land | ||
| Property and buildings | ||
| Equipment and machinery | ||
| Office and electronic equipment | ||
| Automobiles | ||
| Leasehold improvements |
Expenditures for maintenance and repairs, whichdo not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and bettermentswhich substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation or amortization ofassets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidatedstatements of operations and comprehensive income (loss).
8
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Construction in Progress
Construction in Progress (“CIP”) isrecorded at cost for property, plant, and equipment where the asset is in construction or development. CIP accumulates the cost of constructionand transaction costs involved in the progress of acquiring the materials for construction or development. The Company does not commencedepreciating the asset in the CIP account because the asset has not yet been placed in service. Once an asset is placed in service, allcosts associated with the asset that are recorded in the CIP account are transferred to property, plant, and equipment for the asset.
Impairment of Long-Lived Assets
The Company assesses its long-lived assets, includingproperty and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset groupmay not be recoverable. Factors that may indicate potential impairment include a significant underperformance relative to the historicalor projected future operating results or a significant negative industry or economic trend. Recoverability of assets to be held and usedis measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by thatasset. If impairment is indicated, a loss is recognized for any excess of the carrying value over the estimated fair value of the asset.The fair value is estimated based on the discounted future cash flows or comparable market values, if available. The Company did recordany impairment loss during the three months ended June 30, 2025 and 2024.
Goodwill
Goodwill represents the excess purchase pricepaid over the fair value of the net assets of acquired companies. Goodwill is not amortized. As of June 30, 2025 and March 31, 2025, thecarrying amount of goodwill was $
Revenue Recognition
Substantially all of the Company’s revenueis derived from product sales, which consist of sales of the Company’s customized ready-made outerwear for large brand-name retailers.The Company considers purchase orders to be a contract with a customer. Contracts with customers are considered to be short-term whenthe time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. Virtually all ofthe Company’s contracts are short-term. The Company has minimal incremental costs of obtaining a contract, which are expensed whenincurred. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the considerationto which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations incontracts with customers upon shipment of the goods. Generally, payment is due from customers within 14 to 150 days of the invoice date.The contracts do not have significant financing components. Shipping and handling costs associated with outbound freight from Jordan exportdock are not an obligation of the Company. Returns and allowances are not a significant aspect of the revenue recognition process as historicallythey have been immaterial.
The Company also derives revenue from renderingcutting and making services to other apparel vendors who subcontract orders to the Company. Revenue is recognized when the service isrendered. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction priceis stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, completesatisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. Historically, salesreturns have not significantly impacted the Company’s revenue.
9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company does not have any contract assetssince the Company recognizes accounts receivable and revenue for the transfer of promised goods to customer in an amount that reflectsthe consideration to which the Company expects to be entitled in exchange for those goods. The Company has an unconditional right toconsideration when the Company has satisfied its performance obligation and payment to the accounts receivable from customers is notcontingent on a future event. The Company had contract liabilities of $
Segment
The Company has
Shipping and Handling
Proceeds collected from customers for shippingand handling costs are included in revenue. Shipping and handling costs are expensed as incurred and are included in operating expenses,as a part of selling, general, and administrative expenses. Total shipping and handling expenses were $
Income and Sales Taxes
The Company is subject to income taxes on an entitybasis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Jerash Holdings and Jerash Suppliesare incorporated/formed in the State of Delaware and are subject to federal income tax in the United States of America. Treasure Success,Ever Winland, J&B, and Jerash Newtech are registered in Hong Kong and are subject to profit tax in Hong Kong. Jiangmen Treasure Successis incorporated in China and is subject to corporate income tax in China. Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount,Jerash The First, MK Garments, and Kawkab Venus are subject to income tax in Jordan, unless an exemption is granted. In accordance withDevelopment Zone law, Jerash Garments and its subsidiaries were subject to corporate income tax in Jordan at a rate of
Jerash Garments and its subsidiaries are subjectto local sales tax of
The Company accounts for income taxes in accordancewith ASC 740, “Income Taxes,” which requires the Company to use the asset and liability method of accounting for income taxes.Under the asset and liability method, deferred income taxes are recognized for the tax consequences of temporary differences by applyingenacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basesof existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, any changes in taxrates and the impact on deferred income taxes are recognized in the unaudited condensed consolidated statements of operations and comprehensiveincome (loss) in the period when the new rates are enacted. A valuation allowance is recognized if it is more likely than not that someportion, or all of, a deferred tax asset will not be realized.
10
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (continued)
Income and Sales Taxes (continued)
The Company applies the provisions of ASC 740-10-50,“Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accountingfor uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitationshas passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustmentto the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operationsfor any given quarterly or annual period based, in part, upon the results of operations for the given period. As of the date of this filing,the Company is current on all corporate, federal, and state tax returns. The Company’s policy is to record interest and penaltiesrelated to unrecognized tax benefits as income tax expense. There is significant uncertainty in tax position relating to income taxesincurred for the fiscal years ended March 31, 2023 and 2022.
Foreign Currency Translation
The reporting currency of the Company is the U.S.dollar (“US$” or “$”). The Company uses JOD in Jordan companies, HKD in Treasure Success, Ever Winland, J&B,and Jerash Newtech, and Chinese Yuan (“CNY”) in Jiangmen Treasure Success as the functional currency of each above-mentionedentity. The assets and liabilities of the Company have been translated into US$ using the exchange rates in effect at the balance sheetdate, equity accounts have been translated at historical rates, and revenue and expenses have been translated into US$ using average exchangerates in effect during the reporting period. Cash flows are also translated at average translation rates for the periods. Therefore, amountsrelated to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in thecorresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates fromperiod to period are included as a separate component of accumulated other comprehensive income or loss. Transaction gains and lossesthat arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included inthe unaudited condensed consolidated statements of operations and comprehensive income (loss) as incurred, and the total amount of transactiongains and losses were immaterial for the three months ended June 30, 2025 and 2024.
The value of JOD against US$ and other currenciesmay fluctuate and is affected by, among other things, changes in Jordan’s political and economic conditions. Any significant revaluationof JOD, HKD, and CNY may materially affect the Company’s financial condition in terms of US$ reporting.
| June 30, 2025 | March 31, 2025 | |||||||
| Period-end spot rate | US$1=JOD | US$1=JOD | ||||||
| US$1=HKD | US$1=HKD | |||||||
| US$1=CNY | US$1=CNY | |||||||
| Average rate | US$1=JOD | US$1=JOD | ||||||
| US$1=HKD | US$1=HKD | |||||||
| US$1=CNY | US$1=CNY |
Stock-Based Compensation
The Company measures compensation expense forstock-based awards based on the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognizedas expense over the requisite service period using the straight-line method.
The Company estimates the fair value of stockoptions using a Black-Scholes model. This model is affected by the Company’s stock price on the date of the grant as well as assumptionsregarding a number of variables. These variables include the expected term of the option, expected risk-free rates of return, the expectedvolatility of the Company’s common stock, and expected dividend yield, each of which is more fully described below. The assumptionsfor the expected term and expected volatility are the two assumptions that significantly affect the grant date fair value.
| ● | Expected Term: the expected term of a warrant or a stock option is the period of time that the warrant or a stock option is expected to be outstanding. |
| ● | Risk-free Interest Rate: the Company bases the risk-free interest rate used in the Black-Scholes model on the implied yield at the grant date of the U.S. Treasury zero-coupon issued with an equivalent term to the stock-based award being valued. Where the expected term of a stock-based award does not correspond with the term for which a zero-coupon interest rate is quoted, the Company uses the nearest interest rate from the available maturities. |
| ● | Expected Stock Price Volatility: the Company utilizes the expected volatility of the Company’s common stock over the same period of time as the life of the warrant or stock option. When the Company’s own stock volatility information is unavailable for such period of time, the Company utilizes comparable public company volatility. |
| ● | Dividend Yield: Stock-based compensationawards granted prior to November 2018 assumed no dividend yield, while any subsequent stock-based compensation awards will be valuedusing the anticipated dividend yield. |
11
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings or Loss per Share
The Company computes earnings per share(“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companieswith complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weightedaverage common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a pershare basis of potential common shares (e.g., convertible securities, options, warrants, and restricted stock units(“RSUs”)) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potentialcommon shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excludedfrom the calculation of diluted EPS (See “Note 14–Earnings (Loss) per Share”).
Comprehensive Income or Loss
Comprehensive income or loss consists of two components,net income or loss and other comprehensive income or loss. The foreign currency translation gain or loss resulting from translation ofthe financial statements expressed in JOD or HKD or CNY to US$ is reported in other comprehensive income or loss in the unaudited condensedconsolidated statements of operations and comprehensive income (loss).
Fair Value of Financial Instruments
ASC 825-10 requires certain disclosures regardingthe fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfera liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizesthe inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use ofunobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 - Quoted prices in active markets for identical assets and liabilities. |
| ● | Level 2 - Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. |
| ● | Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
The Company considers the recorded value of itsfinancial assets and liabilities, which consist primarily of cash, accounts receivable, other current assets, credit facilities, accountspayable, accrued expenses, income tax payables, other payables and operating lease liabilities to approximate the fair value of the respectiveassets and liabilities at June 30, 2025 and March 31, 2025 based upon the short-term nature of these assets and liabilities.
Concentrations and Credit Risk
Credit risk
Financial instruments that potentially subjectthe Company to significant concentrations of credit risk consist primarily of cash. As of June 30, 2025 and March 31, 2025, respectively,$
Accounts receivable are typically unsecured andderived from revenue earned from customers, and therefore are exposed to credit risk. The risk is mitigated by the Company’s assessmentof its customers’ creditworthiness and its ongoing monitoring of outstanding balances.
Customer and vendor concentration risk
The Company’s sales are made primarily inthe United States. Its operating results could be adversely affected by U.S. government policies on importing business, foreign exchangerate fluctuations, and changes in local market conditions. The Company has a concentration of its revenue and purchases with specificcustomers and suppliers. For the three months ended June 30, 2025 and 2024, two customers accounted for
For the three months ended March 31, 2025, theCompany had no major supplier. For the three months ended June 30, 2024, the Company purchased approximately
12
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Risks and Uncertainties
The principal operations of the Company are locatedin Jordan. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic,and legal environments in Jordan, as well as by the general state of the Jordanian economy. The Company’s operations in Jordan aresubject to special considerations and significant risks not typically associated with companies in North America. These include risksassociated with, among others, the political, economic, and legal environment, foreign currency exchange, and the recent conflicts betweenIsrael and Hamas and between Israel and Iran. The Company’s results may be adversely affected by changes in the political, regulatory,and social conditions in Jordan. Although the Company has not experienced losses from these situations and believes that it is in compliancewith existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of futureresults.
Since the inception of the turmoil in the MiddleEast, the Company has been closely monitoring the situation and keeping its customers informed. Production is ongoing as usual, with nochanges to customer orders or commitments, and the Company is currently mainly using the port in Aqaba, Jordan for import and export.In order to provide flexibility, the Company has also been using the Port of Jebel Ali in the United Arab Emirates as an alternative routefor raw material import since December 2023. However, in the event of any potential impact on the ports, the Company has prepared a contingencyplan, approved by its major customers, to temporarily relocate production to alternate regions.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting StandardsBoard (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvementsto Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reportingentity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investorsby providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effectivefor annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 should be applied on a prospective basis,but retrospective application is permitted. The Company is currently evaluating the potential impact of adopting this new guidance onits consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03,“Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of IncomeStatement Expenses.” This update requires that at each interim and annual reporting period a report entity to disclose (1) the amountsof purchases of inventory, employee compensation, depreciation, amortization, and depletion in commonly presented expense captions; (2)certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements;(3) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;and (4) the total amount of selling expenses and, in annual reporting periods, the definition of selling expenses. In January 2025, theFASB issued ASU 2025-01, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):Clarifying the Effective Date.” This update clarifies that ASU 2024-03 is effective for annual reporting periods beginning afterDecember 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted.The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and relateddisclosures.
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NOTE 4 – ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following:
| As of June 30, 2025 (Unaudited) | As of March 31, 2025 | |||||||
| Trade accounts receivable | $ | $ | ||||||
| Less: allowances for credit loss | ||||||||
| Accounts receivable, net | $ | $ | ||||||
NOTE 5 – INVENTORIES
Inventories consisted of the following:
| As of June 30, 2025 (Unaudited) | As of March 31, 2025 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-progress | ||||||||
| Finished goods | ||||||||
| Total inventory | $ | $ | ||||||
As of June 30, 2025 and March 31, 2025, the Companyhad $ inventory valuation reserve as the Company arranged its inventory based on
NOTE 6 – ADVANCE TO SUPPLIERS, NET
Advance to suppliers consisted of the following:
| As of June 30, 2025 (Unaudited) | As of March 31, 2025 | |||||||
| Advance to suppliers | $ | $ | ||||||
| Less: allowances for impairment | ||||||||
| Advance to suppliers, net | $ | $ | ||||||
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NOTE 7 – LEASES
The Company had 37 operating leases for manufacturingfacilities, offices, and staff dormitories as of June 30, 2025. Some leases include one or more options to renew, which is typically atthe Company’s sole discretion. The Company regularly evaluates the renewal options, and, when it is reasonably certain of exercise,it will include the renewal period in its lease term. New lease modifications result in measurement of the right of use (“ROU”)assets and lease liability. The Company’s lease agreements do not contain any material residual value guarantees or material restrictivecovenants. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining leasepayments over the lease term.
All of the Company’s leases are classifiedas operating leases and primarily include office space and manufacturing facilities.
Supplemental balance sheet information related to operating leaseswas as follows:
| As of June 30, 2025 (Unaudited) | As of March 31, 2025 | |||||||
| Operating lease right of use assets | $ | $ | ||||||
| Operating lease liabilities – current | $ | $ | ||||||
| Operating lease liabilities – non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The weighted average remaining lease terms and discount rates for allof operating leases were as follows:
Remaining lease term and discount rate:
| For the period ended | ||||||||
| June 30, 2025 (Unaudited) | March 31, 2025 | |||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
During the three months ended June 30, 2025 and2024, the Company incurred total operating lease expenses of $
The following is a schedule, by fiscal years,of maturities of lease liabilities as of June 30, 2025:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Less: prepayments | ( | ) | ||
| Present value of lease liabilities | $ |
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NOTE 8 – PROPERTY, PLANT, AND EQUIPMENT, NET
Property, plant, and equipment, net consisted of the following:
| As of June 30, 2025 (Unaudited) | As of March 31, 2025 | |||||||
| Land | $ | $ | ||||||
| Property and buildings | ||||||||
| Equipment and machinery | ||||||||
| Office and electric equipment | ||||||||
| Automobiles | ||||||||
| Leasehold improvements | ||||||||
| Subtotal | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property, plant, and equipment, net | $ | $ | ||||||
For the three months ended June 30, 2025 and 2024,depreciation and amortization expenses were $
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NOTE 9 – EQUITY
Preferred Stock
The Company has
Common Stock
The Company had
On February 9, 2023, the Board of Directors approvedthe grant of
Statutory Reserve
In accordance with the corporate law in Jordan,Jerash Garments, Jerash Embroidery, Chinese Garments, Paramount, Jerash The First, MK Garments, and Kawkab Venus are required to makeappropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles ofJordan. Appropriations to the statutory reserve are required to be
Dividends
During the three months ended June 30, 2025, theBoard of Directors declared a cash dividend of $
During the fiscal year ended March 31, 2025, theBoard of Directors declared a cash dividend of $
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NOTE 10 – STOCK-BASED COMPENSATION
Stock Options
On March 21, 2018, the Board of Directors adoptedthe Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”), pursuant to which the Company may grant various typesof equity awards.
All stock option activities are summarized asfollows:
| Option to | Weighted Average | |||||||
| Acquire Shares | Exercise Price | |||||||
| Stock options outstanding as of March 31, 2025 | $ | |||||||
| Granted | ||||||||
| Exercised | ||||||||
| Expired | ||||||||
| Stock options outstanding as of June 30, 2025 | $ | |||||||
All these outstanding options were fully vestedand exercisable. As of June 30, 2025, there were
Restricted Stock Units
On February 9, 2023, the Board of Directors approvedthe grant of
On March 25, 2024, the Board of Directors approvedthe grant of
RSU activities are summarized as follows:
| Number of Shares | Weighted- Average Grant Date Fair Value Per Share | |||||||
| RSUs outstanding as of March 31, 2025 | $ | |||||||
| Granted | ||||||||
| Vested | ||||||||
| Forfeited | ( | ) | ||||||
| RSUs outstanding as of June 30, 2025 | $ | |||||||
Total expenses related to the RSUs issued were$
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NOTE 11 – RELATED PARTY TRANSACTIONS
The relationship and the nature of related partytransactions are summarized as follow:
| Name of Related Party | Relationship to the Company | Nature of Transactions | ||
| Yukwise Limited (“Yukwise”) | ||||
| Multi-Glory Corporation Limited (“Multi-Glory”) |
Consulting agreements
On January 12, 2018, Treasure Success and Yukwiseentered into a consulting agreement, pursuant to which Mr. Choi will serve as Chief Executive Officer and provide high-level advisoryand general management services for $
On January 16, 2018, Treasure Success and Multi-Gloryentered into a consulting agreement, pursuant to which Multi-Glory will provide high-level advisory, marketing, and sales services tothe Company for $
NOTE 12 – CREDIT FACILITIES
Starting from May and October 2021, the Companyhas participated in a financing program with two customers, in which the Company may receive early payments for approved sales invoicessubmitted by the Company through the bank the customer cooperates with. In March 2024, the Company joined a supply chain financing programwith one additional customer. For any early payments received, the Company is subject to an early payment charge imposed by the customer’sbank, for which the rate is based on Secured Overnight Financing Rate (“SOFR”) plus a spread. In certain scenarios, the Companysubmits the sales invoice and receives payments prior to the shipment of the relative products. In that case, instead of recording thecash receipts as a reduction to accounts receivables, the Company records the cash receipts as receipts in advance from a customer untilproducts are entitled to transfer. The Company records the early payment charge in interest expenses on the unaudited condensed consolidatedstatements of operations and comprehensive income (loss). For the three months ended June 30, 2025 and 2024, the early payment chargewas $
On January 12, 2022, DBS Bank (Hong Kong) Limited(“DBSHK”) offered to provide a banking facility of up to $
As of June 30, 2025 and March 31, 2025, the Companyhad $
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NOTE 13 – NONCONTROLLING INTEREST
On March 20, 2023, Treasure Success and P.T. Eratex(Hong Kong) Limited entered into a Joint Venture and Shareholders’ Agreement, pursuant to which Treasure Success and P.T Eratex(Hong Kong) Limited acquired
On October 10, 2023, Treasure Success and NewtechTextile (HK) Limited entered into a Joint Venture and Shareholders’ Agreement, pursuant to which Treasure Success and Newtech Textile(HK) Limited acquired
The net profit or (loss) generated by J&Band Jerash Newtech was $
On June 16, 2025, Treasure Success and Eratexattended a meeting of shareholders of J&B and approved the termination of J&B’s business operations and the dissolutionof J&B, which is expected to complete in April 2027.
NOTE 14 – EARNINGS (LOSS) PER SHARE
The following table sets forth the computationof basic and diluted earnings (loss) per share for the three months ended June 30, 2025 and 2024. As of June 30, 2025,
| For Three Months Ended | ||||||||
| June 30, (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| Numerator: | ||||||||
| Net profit (loss) attributable to Jerash Holdings (US), Inc.’s Common Stockholders | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Denominator for basic earnings per share (weighted-average shares) | ||||||||
| Dilutive securities – unexercised options and RSUs | ||||||||
| Denominator for diluted earnings per share (adjusted weighted-average shares) | ||||||||
| Basic and diluted earnings (loss) per share | $ | $ | ( | ) | ||||
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NOTE 15 – SEGMENT REPORTING
ASC 280, “Segment Reporting,” establishesstandards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structureas well as information about geographical areas, business segments, and major customers in financial statements for details on the Company’sbusiness segments. The amendment of ASC 280 requires incremental disclosures in annual and interim periods to reportable segments andclarifies entities with a single reportable segment are also required to provide new disclosures in significant segment expenses, profitand loss, assets, and other segment items for better understanding company business activities and overall financial performance andassess potential future cash flow for the business. The Company uses the “management approach” in determining reportableoperating segments.
For the Three Months Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | $ | ||||||
| Less: Cost of goods sold | ||||||||
| Gross profit | ||||||||
| Other income | ||||||||
| Expenses | ||||||||
| Staff payroll and other related cost | ||||||||
| Inventory export and related cost | ||||||||
| Depreciation | ||||||||
| Other selling, general, and administrative expenses | ||||||||
| Total selling, general, and administrative expenses | ||||||||
| Stock-based compensation expenses | ||||||||
| Interest expenses | ||||||||
| Total expenses | ||||||||
| Net profit (loss) before provision for income taxes | $ | $ | ( | ) | ||||
Other selling, general, and administrative expensesinclude consultancy fees and director remunerations, audit and professional fees, staff travelling and transportation expenses, rental,and general office expenses.
21
NOTE 15 – SEGMENT REPORTING (continued)
The Company’s major product is outerwear.For the three months ended June 30, 2025 and 2024, outerwear accounted for approximately
| For the Three Month Ended (Unaudited) | ||||||||
| 2025 | 2024 | |||||||
| United States | $ | $ | ||||||
| China | ||||||||
| Hong Kong | ||||||||
| Germany | ||||||||
| Jordan | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2025 and March 31, 2025, therewere
NOTE 16 – COMMITMENTS AND CONTINGENCIES
Commitments
On August 28, 2019, Jiangmen Treasure Successwas incorporated under the laws of the People’s Republic of China in Jiangmen City, Guangdong Province, China, with a total registeredcapital of HKD
Contingencies
From time to time, the Company is a party to variouslegal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probableand the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’smanagement does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would nothave a material adverse impact on the Company’s consolidated financial position, results of operations, and cash flows.
In 2020, Jerash Garments had business with a personalprotective equipment (“PPE”) customer (the “PPE Customer”) to produce PPE products for them. The PPE productswere delivered in 2020 against some postdated checks issued by the PPE Customer. Delivery was also supported by delivery documents signedby persons of the PPE Customer for inspection and receiving. The PPE Customer declined to honor the postdated checks. Jerash Garment broughtthe case to the court and won in the Cassation Court. For the same PPE products, the PPE Customer filed another case claiming that certainlengths/widths of the PPE products were inconsistent with the specifications. The Court of First Instance ruled in favor of the PPE Customer.Jerash Garment was ordered to pay to the PPE Customer an amount of US$
The management has consulted two external legaladvisors of Jordanian laws. Both opined that Jerash Garments has a strong position in the appeal as Jerash Garments will be allowed topresent witnesses with additional evidence including the proof of inspections and receipts in the appeal. Also, given the appeal processmentioned above, the case would take a considerable long period of time to reach conclusion.
The management, based on the legal opinion ofexternal advisors, the fact that the Court of Appeal and Cassation’s previous favorable verdicts on Jerash Garments’ lawfulright to collect proceeds for the PPE products, and the proceedings of the appeal, concluded that the chance of loss is remote. Therefore,there was no accrual in the financial statements.
22
NOTE 17 – INCOME TAX
Jerash Garments, Jerash Embroidery, Chinese Garments,Paramount, Jerash The First, MK Garments, and Kawkab Venus are subject to the regulations of the Income Tax Department in Jordan. EffectiveJanuary 1, 2019, the Jordanian government reclassified the area where Jerash Garments and its subsidiaries are to a Development Zone.In accordance with the Development Zone law, Jerash Garments and its subsidiaries were subject to income tax at income tax rate of
On December 22, 2017, the U.S. Tax Cuts and JobsAct (the “Tax Act”) was enacted. The Tax Act imposed tax on previously untaxed accumulated earnings and profits (“E&P”)of foreign subsidiaries (the “Toll Charge”). The Toll Charge is based in part on the amount of E&P held in cash and otherspecific assets as of December 31, 2017. The Toll Charge can be paid over an eight-year period, starting in 2018, and will not accrueinterest. Additionally, under the provisions of the Tax Act, for taxable years beginning after December 31, 2017, the foreign earningsof Jerash Garments and its subsidiaries are subject to U.S. taxation at the Jerash Holdings level under the new Global Intangible Low-TaxedIncome (“GILTI”) regime. $
The Company tax provision or benefit from incometaxes for interim periods is determined using an estimate of Company’s annual effective tax rate, adjusted for discrete items,if any, that are taken into account in the relevant period. Each quarter the Company updates the estimate of annual effective rate anda cumulative adjustment is made if the estimated tax rate changed. The Company’s consolidated effective tax rate for the threeended June 30, 2025 and 2024 was
NOTE 18 – SUBSEQUENT EVENTS
The Company has evaluated all subsequent eventsthrough the date of the filing of this Quarterly Report on Form 10-Q with the SEC to ensure that this filing includes appropriate disclosureof events both recognized in the condensed consolidated financial statements as of June 30, 2025, and events which occurred subsequentto June 30, 2025 but were not recognized in the condensed consolidated financial statements. The Company has determined that there wereno subsequent events that required recognition, adjustment to, or disclosure in the condensed consolidated financial statements, exceptfor the following:
On August 8, 2025, the Board of Directors approvedthe payment of a dividend of $
23
Item 2. Management’s Discussion and Analysis of FinancialCondition and Results of Operations
The following discussion and analysis shouldbe read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in thisQuarterly Report on Form 10-Q (this “Quarterly Report”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-lookingstatements.” All statements other than statements of historical fact are “forward-looking statements” for purposes offederal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; anystatements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of managementfor future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economicconditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-lookingstatements may include the words “may,” “will,” “estimate,” “intend,” “continue,”“believe,” “expect,” “plan,” “project,” or “anticipate,” and other similarwords. In addition to any assumptions and other factors and matters referred to specifically in connection with such forward-looking statements,factors that could cause actual results or outcomes to differ materially from those contained in the forward-looking statements includethose factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year endedMarch 31, 2025 and in subsequent reports that we file with the SEC.
Although we believe that the expectations reflectedin our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financialcondition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties,such as those disclosed in this Quarterly Report. We do not intend, and undertake no obligation, to update any forward-looking statement,except as required by law.
The information included in this Management’sDiscussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidatedfinancial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes andManagement’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-Kfor the fiscal year ended March 31, 2025, filed with the SEC on June 26, 2025. References to fiscal 2026 and fiscal 2025 in this Management’sDiscussion and Analysis of Financial Condition and Results of Operations refer to our fiscal year ending March 31, 2026, and fiscal yearended March 31, 2025, respectively.
Results of Operations
Three months ended June 30, 2025 and 2024
The following table summarizes the results ofour operations during the three-month periods ended June 30, 2025 and 2024, and provides information regarding the dollar and percentageincrease or (decrease) during such periods.
(All amounts, other than percentages, in thousandsof U.S. dollars)
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Period over Period Increase (Decrease) | ||||||||||||||||||||||
| Statement of Income Data: | Amount | As % of Sales | Amount | As % of Sales | Amount | % | ||||||||||||||||||
| Revenue | $ | 39,629 | 100 | % | $ | 40,936 | 100 | % | $ | (1,307) | (3) | % | ||||||||||||
| Cost of goods sold | 33,540 | 85 | % | 36,296 | 89 | % | (2,756) | (8) | % | |||||||||||||||
| Gross profit | 6,089 | 15 | % | 4,640 | 11 | % | 1,449 | 31 | % | |||||||||||||||
| Selling, general, and administrative expenses | 4,907 | 12 | % | 5,000 | 12 | % | (93) | (2) | % | |||||||||||||||
| Stock-based compensation expenses | 223 | - | % | 469 | 1 | % | (246) | (52) | % | |||||||||||||||
| Other expenses, net | 307 | 1 | % | 426 | 1 | % | (119) | (28) | % | |||||||||||||||
| Net income (loss) before taxation | $ | 652 | 2 | % | $ | (1,255 | ) | (3) | % | $ | 1,907 | 152 | % | |||||||||||
| Income tax expenses | 329 | 1 | % | 112 | 0 | % | 217 | 194 | % | |||||||||||||||
| Net income (loss) | $ | 323 | 1 | % | $ | (1,367 | ) | (3) | % | $ | 1,690 | 124 | % | |||||||||||
Revenue. Revenue decreased by approximately$1.3 million, or 3%, to $39.6 million, for the three months ended June 30, 2025, from approximately $40.9 million for the same periodin fiscal 2025. The decrease was mainly due to the switching of some of the shipments to Aqaba Port in Jordan to avoid disruptions inHaifa Port that started in late June 2025 that delayed the shipments to July 2025.
24
The following table outlines the dollar amountand percentage of total sales to our customers for the three months ended June 30, 2025 and 2024.
(All amounts, other than percentages, in thousandsof U.S. dollars)
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | |||||||||||||||
| Sales | Sales | |||||||||||||||
| Amount | % | Amount | % | |||||||||||||
| VF Corporation (1) | $ | 25,156 | 63 | % | $ | 29,973 | 73 | % | ||||||||
| New Balance | 4,796 | 12 | % | 4,066 | 10 | % | ||||||||||
| Suzhou Unitex | 3,781 | 10 | % | 1,278 | 3 | % | ||||||||||
| Hugo Boss | 537 | 1 | % | 1,120 | 3 | % | ||||||||||
| Others | 5,359 | 14 | % | 4,499 | 11 | % | ||||||||||
| Total | $ | 39,629 | 100 | % | $ | 40,936 | 100 | % | ||||||||
| (1) | A large portion of our products are sold under The North Face, Timberland, and Vans brands owned by VF Corporation. |
Revenue by Geographic Area
(All amounts, other than percentages, in thousandsof U.S. dollars)
| Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Period over Period Increase (Decrease) | ||||||||||||||||||||||
| Region | Amount | % | Amount | % | Amount | % | ||||||||||||||||||
| United States | $ | 32,052 | 81 | % | $ | 37,034 | 90 | % | $ | (4,982 | ) | (13 | )% | |||||||||||
| China and Hong Kong | 6,127 | 15 | % | 1,510 | 4 | % | 4,617 | 306 | % | |||||||||||||||
| Germany | 537 | 2 | % | 1,120 | 3 | % | (583 | ) | (52 | )% | ||||||||||||||
| Jordan | 456 | 1 | % | 740 | 2 | % | (284 | ) | (38 | )% | ||||||||||||||
| Others | 457 | 1 | % | 532 | 1 | % | (75 | ) | (14 | )% | ||||||||||||||
| Total | $ | 39,629 | 100 | % | $ | 40,936 | 100 | % | $ | (1,307 | ) | (3 | )% | |||||||||||
Between January 2010 and March 2025, all apparelmanufactured in Jordan could be exported to the U.S. without customs duty being imposed, pursuant to the United States-Jordan Free TradeAgreement entered into in December 2001. This free trade agreement provided us with substantial competitiveness and benefit that allowedus to expand our garment export business in the U.S. Effective from April 5, 2025, the U.S. imposed a baseline tariff of 10% on importsfrom almost all countries, including Jordan. Then, effective from April 9, 2025, it had announced “reciprocal” tariffs ofimports from specified countries, amongst them Jordan with a prevailing rate of then 20%. These “reciprocal” tariffs are postponedfor 90 days, whilst the 10% baseline tariff persists. Up to the date of this report, the tariff has been modified to 15% according toan executive order of presidential actions on July 31, 2025. While the payment of the tariff is typically the responsibility of the importer(Jerash’s customers), the impact of the tariff on customers demand would be affected by the comparative levels of the tariffs onimports from Jordan compared to other countries.
The decrease of approximately 13% in sales tothe U.S. during the three months ended June 30, 2025, was mainly attributable to the delays in shipments because of switching shippingports to Aqaba Port in Jordan as per customers’ requests in June 2025.
During the three months ended June 30, 2025, aggregatesales to China and Hong Kong, Germany, Jordan, and other locations increased by 94% from $3.9 million to $7.6 million from the same periodlast year. This increase was mainly because demand of our capacity increased for customers in those regions.
Cost of goods sold. Following thedecrease in sales revenue, our cost of goods sold decreased by approximately $2.8 million, or 8%, to approximately $33.5 million, forthe three months ended June 30, 2025, from approximately $36.3 million for the same period in fiscal 2025. As a percentage of revenue,the cost of goods sold decreased by approximately four percentage points, from 89% for the same period in fiscal 2025 to 85% for the threemonths ended June 30, 2025. The decrease in the cost of goods sold as a percentage of revenue was primarily attributable to lower importlogistic costs comparing to last year as more shipments to Aqaba Port in Jordan resumed and lower level of overtime work was requiredwith better logistic and production planning.
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For the three months ended June 30, 2025, we didnot purchase more than 10% of our total purchase in garments and raw materials from any supplier.
For the three months ended June 30, 2024, we purchased12% and 11% of our total purchase in garments and raw materials from two major suppliers, respectively.
Gross profit margin. Grossprofit margin was approximately 15% for the three months ended June 30, 2025, which increased by four percentage points from approximately11% for the same period in fiscal 2025. The increase in gross profit margin was primarily driven by better execution of logistic and productionplans with import sea routes resuming to go to Aqaba Port in Jordan that shortened the lead time with lower costs.
Operating expenses. Operatingexpenses decreased by 6%, or approximately $0.3 million, from approximately $5.5 million for the same period in fiscal 2025, to approximately$5.1 million for the three months ended June 30, 2025. The decrease was primarily due to lower stock-based compensation expenses and lowerexpenses on repair and maintenance.
Other expenses, net. Otherexpenses, net were approximately $307,000 for the three months ended June 30, 2025, as compared to other expenses, net of approximately$426,000 for the same period in fiscal 2025. The decrease was primarily due to lower interest rates and lower sales to customers withsupply chain financing programs, which caused net interest expenses to be lower.
Income tax expenses. Incometax expenses for the three months ended June 30, 2025, were approximately $329,000 compared to income tax expenses of approximately $112,000for the same period in fiscal 2025. The increase in the income tax expenses was mainly due to an increase in net profit in Jordan andHong Kong subsidiaries, offsetting federal tax provision adjustment compared to the same period in fiscal 2025. The effective tax rate increasedto 50.4% for the three months ended June 30, 2025, as compared to (8.9%) for the same period in fiscal 2025.
Net income/loss. Net income forthe three months ended June 30, 2025, was approximately $0.3 million compared to net loss of approximately $1.4 million for the same periodin fiscal 2025. The increase in net income was mainly attributable to lower import logistic costs as more shipments to Aqaba Port in Jordanresumed and a lower level of overtime work with better logistic and production planning, lower stock-based compensation expenses and lowerexpenses on repair and maintenance, as well as lower interest rates and lower sales to customers with supply chain financing programsresulting in less interest expenses comparing to last year.
Liquidity and Capital Resources
Jerash Holdings is a holding company incorporatedin Delaware. As a holding company, we rely on dividends and other distributions from our Jordanian and Hong Kong subsidiaries to satisfyour liquidity requirements. Current Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us only out of their accumulatedprofits, if any, determined in accordance with Jordanian accounting standards and regulations. In addition, our Jordanian subsidiariesare required to set aside at least 10% of their respective accumulated profits each year until the reserve is equal to 100% of the entity’sshare capital, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. We have relied on directpayments of expenses by our subsidiaries to meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionallypaid such amounts in JOD to an entity controlled by our management capable of paying such amounts in U.S. dollars. Such transactions havebeen made at prevailing exchange rates and have resulted in immaterial losses or gains on currency exchange.
As of June 30, 2025, we had cash of approximately$5.8 million and restricted cash of approximately $1.7 million compared to cash of approximately $13.3 million and restricted cash ofapproximately $1.7 million as of March 31, 2025. The total cash decreased mainly because more shipments were completed at the end of June2025, and the receivables were not collected until early July 2025 through the supply chain financing programs of customers.
Our current assets as of June 30, 2025 were approximately$53.4 million and our current liabilities were approximately $18.8 million, which resulted in a ratio of approximately 2.8 to 1. Our currentassets as of March 31, 2025 were approximately $54.4 million, and our current liabilities were approximately $19.8 million, which resultedin a current ratio of approximately 2.7 to 1.
The primary drivers in the decrease in currentassets were lower cash balances attributable to some orders not shipped on time in mid-late June 2025 due to the disruption in exportthrough Haifa Port in Israel. The primary driver in the decrease in current liabilities was lower accrual expenses and accounts payable.
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Total equity as of June 30, 2025 was approximately$62.8 million compared to $62.9 million as of March 31, 2025.
We had net working capital of $34.6 million as of June 30, 2025 and March 31, 2025. Based on our current operating plan, we believe that cash on handand cash generated from operating activities will be sufficient to support our working capital needs for the next 12 months from the datethis Quarterly Report is released.
Since May and October 2021, we have participatedin supply chain financing programs of two of our major customers, respectively. The programs allow us to receive early payments for approvedsales invoices submitted by us through the bank the customer cooperates with. For any early payments received, we are subject to an earlypayment charge imposed by the customer’s bank, for which the rate is SOFR plus a spread. The arrangement allows us to have betterliquidity without the need to incur administrative charges and handling fees as in bank financing. In March 2024, we participated in anadditional supply chain financing program with one customer.
We have funded our working capital needs fromoperations. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our salescontracts, the progress of execution on our customer contracts, and the timing of accounts receivable collections.
Credit Facilities
DBS Facility Letter
Pursuant to the DBS facility letter dated January12, 2022, DBSHK provided a bank facility of up to $5.0 million to Treasure Success, which was amended pursuant to a facility letter datedJanuary 4, 2024. Pursuant to the amended agreement, DBSHK agreed to finance cargo receipt, trust receipt, account payable financing, andcertain types of import and export invoice financing up to an aggregate of $5.0 million, subject to certain financial covenants. The DBSHKfacility bears interest at 1.5% per annum over HIBOR for HKD bills and 1.1% to 1.3% per annum over DBSHK’s cost of funds for foreigncurrency bills. The facility is guaranteed by Jerash Holdings and became available to the Company on June 17, 2022. As of June 30, 2025and March 31, 2025, we had $4.8 million and $4.5 million outstanding under this DBSHK facility, respectively.
Three months ended June 30, 2025 and 2024
The following table sets forth a summary of ourcash flows for the periods indicated:
(All amounts in thousands of U.S. dollars)
| Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (6,478 | ) | $ | (2,201 | ) | ||
| Net cash used in investing activities | (715 | ) | (387 | ) | ||||
| Net cash (used in) provided by financing activities | (379 | ) | 1,516 | |||||
| Effect of exchange rate changes on cash and restricted cash | 10 | 9 | ||||||
| Net decrease in cash and restricted cash | (7,562 | ) | (1,063 | ) | ||||
| Cash and restricted cash, beginning of three-month period | 15,064 | 14,037 | ||||||
| Cash and restricted cash, end of three-month period | $ | 7,502 | $ | 12,974 | ||||
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Operating Activities
Net cash used in operating activities was approximately$6.5 million for the three months ended June 30, 2025, compared to cash used in operating activities of approximately $2.2 million forthe same period in fiscal 2025. For the three months ended June 30, 2025, the increase in net cash used in operating activities was primarilyattributable to an increase in accounts receivable and a decrease in inventory, partially offset by higher net profit, and a decreasein accounts payable, summarized with the following factors:
| ● | a decrease in inventory of $0.4 million in the three months ended June 30, 2025, compared to a decrease of $6.5 million in the same period in fiscal 2025, resulting from the delay in some of the shipments in mid to late June 2025; |
| ● | an increase in accounts receivable of $6.9 million in the three months ended June 30, 2025, compared to an increase of $4.0 million in the same period in fiscal 2025, resulting from shipment being switched to be exported from Aqaba Port in Jordan instead of Haifa Port in Israel. The change caused some delay in export sailing dates towards the end of June and the receivables for those invoices under supply chain financing programs were collected in early July 2025; |
| ● | an increase in advance to suppliers of $0.3 million, compared to an increase of $0.1 million in the same period in fiscal 2025, resulting from the increase in orders from new and existing customers for the rest of fiscal 2026; |
| ● | a decrease in accounts payable of $0.3 million in the three months ended June 30, 2025, compared to a decrease of $3.0 million in the same period in fiscal 2025; and |
| ● | net income of $0.3 million in the three months ended June 30, 2025, comparing to net loss of $1.4 million in the same period in fiscal 2025. |
For the three months ended June 30, 2025, thecash used in operating activities was primarily attributable to the increase in accounts receivable and the decreases in accrual expenses,accounts payable, and other payables.
Investing Activities
Net cash used in investing activities was approximately$0.7 million for the three months ended June 30, 2025, compared to approximately $0.4 million in the same period in fiscal 2025. The netcash used in investing activities during the three months ended June 30, 2025 and 2024 was mainly for purchases of property, plant, andmachineries, and deposit payments for fixed assets.
Financing Activities
Net cash used in financing activities was approximately$0.4 million for the three months ended June 30, 2025, which was the net proceeds of short-term loan of $0.3 million and $0.6 millionof dividend payment. Net cash provided by financing activities was approximately $1.5 million for the three months ended June 30, 2024,which was the net proceeds from short-term loan of $2.1 million and $0.6 million dividend payment in the period.
Statutory Reserves
In accordance with the corporate law in Jordan,subsidiaries of Jerash Holdings in Jordan are required to make appropriations to certain reserve funds, based on net income determinedin accordance with generally accepted accounting principles of Jordan. Appropriations to the statutory reserve are required to be 10%of net income until the reserve is equal to 100% of the entity’s share capital. Jiangmen Treasure Success is required to set aside10% of its net income as statutory surplus reserve until such reserve is equal to 50% of its registered capital. These reserves are notavailable for dividend distribution. The statutory reserve was $0.4 million and $0.4 million as of June 30, 2025 and 2024, respectively.
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The following table provides the amount of ourstatutory reserves, the amount of restricted net assets, consolidated net assets, and the amount of restricted net assets as a percentageof consolidated net assets, as of June 30, 2025 and 2024.
(All amounts, other than percentages, in thousandsof U.S. dollars)
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Statutory Reserves | $ | 414 | $ | 414 | ||||
| Total Restricted Net Assets | $ | 414 | $ | 414 | ||||
| Consolidated Net Assets | $ | 62,790 | $ | 62,927 | ||||
| Restricted Net Assets as Percentage of Consolidated Net Assets | 0.66 | % | 0.66 | % | ||||
Total restricted net assets accounted for approximately0.66% of our consolidated net assets as of June 30, 2025. As our subsidiaries in Jordan are only required to set aside 10% of net profitsto fund the statutory reserves with the maximum reserve equal to 100% of the entity’s declared capital, we believe the potentialimpact of such restricted net assets on our liquidity is limited.
Capital Expenditures
We had capital expenditures of approximately $0.7million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025, ourcapital expenditures in payments for additional plant and machinery were approximately $0.7 million. For the three months ended June 30,2024, payments for additional plant and machinery and construction of properties amounted to approximately $370,000 and $15,000, respectively.
On August 7, 2019, we completed a transactionto acquire 12,340 square meters (approximately three acres) of land in Al Tajamouat Industrial City, Jordan, from a third party to constructa dormitory for our employees with aggregate purchase price JOD 863,800 (approximately $1,218,303). Management has revised the plan toconstruct both dormitory and production facilities on the land in order to capture the increasing demand for our capacity. We are conductingengineering design and study on this project with the business growth prospect of new customers to be introduced in the coming few years.On February 6, 2020, we completed a transaction to acquire 4,516 square meters (approximately 48,608 square feet) of land in Al TajamouatIndustrial City, Jordan, from a third party to construct a dormitory for our employee with aggregate purchase price JOD 313,501 (approximately$442,162). The dormitory and dormitory kitchen were completed in the second quarter and the fourth quarter of fiscal year 2025, respectively.We have spent approximately $10.6 million in capital expenditures to build the dormitory and the dormitory kitchen.
We project that there will be an aggregate ofapproximately $1.3 million and $7.8 million of capital expenditures in the fiscal years ending March 31, 2026 and 2027, respectively,for further enhancement of production capacity to meet future sales growth. The realization of these investments depends on the progressof our business development, including expanding our client base and securing increased commitments from existing customers. We expectthat our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash generatedfrom operations of our subsidiaries to fund our capital commitments in the past and anticipate using such funds to fund capital expenditurecommitments in the future.
Off-balance Sheet Commitments and Arrangements
We have not entered into any other financialguarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into anyderivative contracts that are indexed to our own shares and classified as stockholders’ equity, or that are not reflected in ourconsolidated financial statements.
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Critical Accounting Estimates
We prepare our consolidated financial statementsin conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require usto make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, andany related disclosures. Although there were no material changes made to the accounting estimates and assumptions in the past two years,we continually evaluate these estimates and assumptions based on the most recently available information, our own historical experienceand various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral componentof the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. We havenot identified any critical accounting estimates.
Recent Accounting Pronouncements
See “Note 3—Recent Accounting Pronouncements”in the notes to our unaudited condensed consolidated financial statements for a discussion of recent accounting pronouncements.
Item 3. Quantitative and Qualitative DisclosuresAbout Market Risk.
As a smaller reporting company, we are not requiredto provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures (as definedin the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 15d-15(e)) are designed with the objective ofensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed,summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures arealso designed with the objective of ensuring that such information is accumulated and communicated to our management, including our ChiefExecutive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer (principal executiveofficer) and Chief Financial Officer (principal financial officer), based on their evaluation of our disclosure controls and proceduresas of June 30, 2025, concluded that our disclosure controls and procedures were ineffective as of that date based on reasons set forthbelow. In making this assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the TreadwayCommission in Internal Control—Integrated Framework (2013).
Based on the assessment using those criteria,management concluded that, as of March 31, 2024, our internal control over financial reporting was not effective because there were ineffectiveinformation technology general controls in the areas of privileged user access and the review of user access over certain informationtechnology systems that support our financial reporting processes.
Although some remedial actions have been implementedto address the issues, in the annual report for fiscal 2025 filed on June 26, 2025, the management concluded that, as of March 31, 2025,our internal control over financial reporting was still ineffective as some of the control deficiencies surrounding the information technologyenvironment were not sufficiently remediated.
Remedial actions have then been implemented toaddress some of the issues. However, in the assessment in fiscal 2026, the management still concluded that, as of June 30, 2025, our internalcontrol over financial reporting was not effective because the implementation was still in its preliminary stage and it needs more timefor managerial review and fine-tuning before the management could conclude that the remedial actions are sufficient and the internal controlsare effective.
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The Company has put in more resources to strengthenthe internal control environment and plans to enhance the management information systems. As of the date of this report, we have implementedmeasures to address the weaknesses by:
| - | Conducting a comprehensive review and strengthened processes on user authorization, access log control, password control mechanism, and documentation of control procedures for the information technology systems supporting our financial reporting processes. The improved processes would also include features including providing audit trails to evident the controls. |
While we believe the Company’s remediationefforts to-date have improved and will continue to improve our disclosure controls and procedures, remediation of the material weaknesseswill require validation and testing of the operating effectiveness of our disclosure controls over a sustained period of financial reportingcycles. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determineadditional measures are necessary to address control deficiencies or determine that it is necessary to modify the remediation plan describedabove. Management cannot provide assurance as to when the Company will remediate such weaknesses, nor can management be certain of whetheradditional actions will be required or the costs of any such actions.
Our remediation efforts are ongoing and are subjectto continued management review supported by ongoing design and testing. Notwithstanding the material weaknesses, our management has concludedthat the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report present fairly, in all materialrespects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted inthe United States of America.
Changes in Internal Control Over FinancialReporting
Other than our ongoing remediation efforts withrespect to our disclosure controls and procedures, which extend to our internal control over financial reporting, there were no changesin our internal control over financial reporting (as the term is defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) duringthe quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control overfinancial reporting.
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JERASH HOLDINGS (US), INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any materiallegal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigationarising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverseeffect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in theevent that there is an outcome in any that is adverse to us, our financial position and prospects could be harmed.
Item 1A. Risk Factors
As a smaller reporting company, we are not requiredto provide the information required by this item.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds,and Issuer Purchases of Equity Securities
None.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
The exhibits listed below are filed as part of this Quarterly Reporton Form 10-Q.
32
Index to Exhibits
| Exhibit | Incorporated by Reference (Unless Otherwise Indicated) | |||||||||
| Number | Exhibit Title | Form | File | Exhibit | Filing Date | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | POS AM | 333-222596 | 3.1 | September 19, 2018 | |||||
| 3.2 | Amended and Restated Bylaws | 8-K | 001-38474 | 3.1 | July 24, 2019 | |||||
| 4.1 | Specimen Certificate for Common Stock | S-1 | 333-218991 | 4.1 | June 27, 2017 | |||||
| 10.1+ | Employment Contract, dated May 1, 2025, by and between Jerash Garments and Fashions Manufacturing Co., Ltd. and Wei Yang | — | — | — | Filed herewith | |||||
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | — | — | — | Filed herewith | |||||
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | — | — | — | Furnished herewith | |||||
| 101.INS | Inline XBRL Instance Document | — | — | — | Filed herewith | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | — | — | — | Filed herewith | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | — | — | — | Filed herewith | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | — | — | — | Filed herewith | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | — | — | — | Filed herewith | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | — | — | — | Filed herewith | |||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | — | — | — | Filed herewith | |||||
| + | Indicates a management contract or compensatory plan, contract, or arrangement. |
| * | In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act. |
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SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereuntoduly authorized.
| Date: August 13, 2025 | Jerash Holdings (US), Inc. | |
| By: | /s/ Gilbert K. Lee | |
| Gilbert K. Lee | ||
| Chief Financial Officer (Principal Financial Officer) | ||
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Exhibit 10.1
JERASH GARMENTS & FASHIONS MANUFACTURING CO.LTD
EMPLOYMENT CONTRACT
This agreement (hereinafter referred as to the“agreement”) is made between JERASH GARMENTS & FASHIONS MANUFCATURING Co. LTD (hereinafter referred as to the “Company”)WEI YANG and holder of CHINESE Passport # EO6204005.... (Hereinafter referred as to the “Employee”.
TERMS OF EMPLOYMENT
| A) | Subject to the conditions set forth in this agreement, the employee shall be employed in the position of DEPUTY GENERAL MANAGER.... for a 12. month period continuing from 01-MAY-2024... through 30th apr 2025 |
| B) | The term of employment may be extended at any time prior tothe expiration of this agreement by mutual consent of company and the employee. Such consent must be evidenced by a written amendmentsigned by the company and the employee. |
REMUNERATION:
You will be paid a salary of JOD 5300 There will be the followingdeductions if it is applicable
| 1. | Social Security (As per Jordanian Labor law) |
| 2. | Income Tax (As per Jordanian Labor Law) |
OTHER BENEFITS:
| ● | Three-timemeals (Breakfast, Lunch, Dinner) at free of cost. |
| ● | accommodationat the company cost. |
| ● | FreeTransportation |
LEAVE:
| 1. | You will be eligible for 14 days paid annual leave |
| 2. | You will be eligible for 14 days paid sick leave |
PASSAGE:
Once a year, you will be eligible for up & down air ticket (nearestto the home country).
Page 1
OTHER CONDITIONS:
You shall not disclose any information relating to the company to anyunauthorized person, firm or company whatsoever either during the currently of your employment with company or after the termination.
In witness whereof, company & the employee have executed this agreementas of the date first written above
| /s/ Alaa Awaysheh | /s/ WEI YANG | |
| Alaa Awaysheh (Date: 1ST MAY 2024) | WEI YANG | |
| HR. Manager | ||
| JERASH GARMENTS & FASHIONS | ||
| MANUFACTURING CO.LTD | ||
| HR & COMPLIANCE |
Page 2
Exhibit31.1
CERTIFICATIONOF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION302 OF THE SARBANES-OXLEY ACT OF 2002
I,Choi Lin Hung, certify that:
| 1. | I have reviewed this report on Form 10-Q of Jerash Holdings (US), Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date:August 13, 2025
| /s/ Choi Lin Hung | |
| Choi Lin Hung | |
| Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer (Principal Executive Officer) |
Exhibit31.2
CERTIFICATIONOF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION302 OF THE SARBANES-OXLEY ACT OF 2002
I,Gilbert K. Lee, certify that:
| 1. | I have reviewed this report on Form 10-Q of Jerash Holdings (US), Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and | |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function): |
| a) | all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date:August 13, 2025
| /s/ Gilbert K. Lee | |
| Gilbert K. Lee | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
Theundersigned hereby certifies, in his capacity as an officer of Jerash Holdings (US), Inc. (the “Company”), for the purposesof 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Quarterly Report of the Company on Form 10-Q for the three months ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date:August 13, 2025
| /s/ Choi Lin Hung | |
| Choi Lin Hung | |
| Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer (Principal Executive Officer and Director) |
Theforegoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO
SECTION906 OF THE SARBANES-OXLEY ACT OF 2002
Theundersigned hereby certifies, in his capacity as an officer of Jerash Holdings (US), Inc. (the “Company”), for the purposesof 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
| (1) | The Quarterly Report of the Company on Form 10-Q for the three months ended June 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date:August 13, 2025
| /s/ Gilbert K. Lee | |
| Gilbert K. Lee | |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
Theforegoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b)of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.