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 its charter)
| (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, including area code)
Securities registered pursuant to 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 whether
the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark whether
the 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 submit
such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” 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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2025, there
were
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) | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | |||||||||||||||||||||||||||||||
The accompanying 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 operating activities: | ||||||||
| 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 | $ | $ | ||||||
The accompanying 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 Company
Limited (“Jerash Garments”) is a wholly owned subsidiary of Jerash Holdings and was established in Amman, the Hashemite Kingdom
of Jordan (“Jordan”), as a limited liability company on November 26, 2000 with a declared capital of
Jerash for Industrial Embroidery Company (“Jerash
Embroidery”) and Chinese Garments and Fashions Manufacturing Company Limited (“Chinese Garments”) were both established
in 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 on
October 24, 2004 with a declared capital of JOD
Jerash The First for Medical Supplies Manufacturing
Company Limited (“Jerash The First”) was established in Amman, Jordan, as a limited liability company on July 6, 2020, with
a 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 declared
capital of JOD
Treasure Success International Limited (“Treasure Success”) was organized on July 5, 2016 in Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong” or “HK”), as a limited liability company for the primary purpose of employing staff from the People’s Republic of 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 all of the outstanding stock of Ever Winland. Apart from the office premises used by Treasure Success, Ever Winland had no other significant assets or liabilities and no operating activities or employees at the time of this acquisition, so this transaction was accounted for as an asset acquisition. As of August 29, 2022, Ever Winland became a subsidiary of Treasure Success.
5
NOTE 1 – ORGANIZATION AND DESCRIPTION OF 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 (“Jerash
Newtech”) is a joint venture company established in Hong Kong on November 3, 2023. On October 10, 2023, Treasure Success and Newtech
Textile (HK) Limited entered into a Joint Venture and Shareholder’s Agreement to establish a new joint venture for the establishment
of a fabric facility in Jordan. On November 3, 2023, Jerash Newtech was established according to the aforementioned Joint Venture and
Shareholder’s Agreement. Treasure Success owns
Jiangmen Treasure Success Business Consultancy
Company Limited (“Jiangmen Treasure Success”) was organized on August 28, 2019 under the laws of China in Jiangmen City of
Guangdong 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 protective equipment products and is a wholly owned subsidiary of Jerash Holdings.
The Company is engaged primarily in the manufacturing and 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 consolidated financial 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 do not include all of the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included in the Company’s unaudited condensed consolidated financial statements. The consolidated balance sheet as of March 31, 2025 has been derived from the audited consolidated balance sheet at that date but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”). Operating results for the three months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026.
Principles of Consolidation
The unaudited condensed consolidated financial statements 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 that
the reporting parent entity does not own equity interests in full. Noncontrolling interest is evaluated with a depiction of the portion
of a non-wholly owned subsidiary’s net assets, net income, and net comprehensive income that is attributable to holders of equity-classified
ownership interests other than the reporting parent entity. As mentioned in Note 1, the Company holds
All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the 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 hand and cash deposited in financial institutions. The Company considers all highly liquid investment instruments with an original maturity of three months or less from the original date of purchase to be cash equivalents. As of June 30, 2025 and March 31, 2025, the Company had cash equivalents.
Restricted Cash
Restricted cash consists of cash used as security deposits to obtain credit facilities from a bank and to secure customs clearance, labor import requirements, and other requirements of local regulations. The Company is required to keep certain amounts on deposit that are subject to withdrawal restrictions. These security deposits at the bank are refundable only when the bank facilities are terminated. The restricted cash is classified as a current asset if 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 carried at the original invoiced amount less an estimated allowance for credit loss. The Company usually grants extended payment terms to customers with good credit standing and determines the adequacy of credit losses based on the historical level of credit loss, current economic trends, and reasonable and supportable forecasts that affect the collectability of the future cash flows.
Inventories
Inventories are stated at the lower of cost or net realizable value. Inventories include the cost of raw materials, freight, direct labor, and related production overhead. The cost of inventories is determined using the First-in, First-out method. The Company periodically reviews its inventories for excess or slow-moving items and makes provisions as necessary to properly reflect inventory value.
Advance to Suppliers, Net
Advance to suppliers consists of balances paid to suppliers for services or materials purchased that have not been provided or received. Advance to suppliers for services and materials is short-term in nature. Advance to suppliers is reviewed periodically to determine whether its carrying value has become impaired. The Company considers the assets to be impaired if the performance by the suppliers becomes doubtful. At each reporting date, the Company generally determines the adequacy of allowance for impairment by evaluating all available information, and then records specific allowances for 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 methodology that is referred to as the current expected credit loss methodology. The expected credit loss impairment model requires the entity to recognize its estimate of expected credit losses for affected financial assets using an allowance for credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
The Company’s accounts receivable and other receivables, which are included in prepaid expenses and other current assets line items in the consolidated balance sheets, are within the scope of ASC Topic 326. The Company measures expected credit losses of account receivables and other receivables, on a collective basis when similar risk characteristics exist. The Company makes estimates of expected credit and collectability trends for the allowance for credit losses based upon assessment of various factors, including historical experience, the age of the receivables, creditworthiness of the customers and other debtors, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from the customers and other debtors. The Company also provides specific provisions for allowance when facts and circumstances indicate that the receivable is unlikely to be collected.
Expected credit losses are included in general 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 at
cost, reduced by accumulated depreciation and amortization. Depreciation and amortization expense related to property, plant, and equipment
is 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 reviewed
periodically to ensure that the method and period of depreciation are consistent with the expected pattern of economic benefits from items
of 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, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation or amortization of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
8
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Construction in Progress
Construction in Progress (“CIP”) is recorded at cost for property, plant, and equipment where the asset is in construction or development. CIP accumulates the cost of construction and transaction costs involved in the progress of acquiring the materials for construction or development. The Company does not commence depreciating the asset in the CIP account because the asset has not yet been placed in service. Once an asset is placed in service, all costs 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, including property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Factors that may indicate potential impairment include a significant underperformance relative to the historical or projected future operating results or a significant negative industry or economic trend. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by that asset. 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 record any impairment loss during the three months ended June 30, 2025 and 2024.
Goodwill
Goodwill represents the excess purchase price
paid over the fair value of the net assets of acquired companies. Goodwill is not amortized. As of June 30, 2025 and March 31, 2025, the
carrying amount of goodwill was $
Revenue Recognition
Substantially all of the Company’s revenue is 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 when the time between order confirmation and satisfaction of the performance obligations is equal to or less than one year. Virtually all of the Company’s contracts are short-term. The Company has minimal incremental costs of obtaining a contract, which are expensed when incurred. The Company recognizes revenue for the transfer of promised goods to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. The Company typically satisfies its performance obligations in contracts 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 export dock are not an obligation of the Company. Returns and allowances are not a significant aspect of the revenue recognition process as historically they have been immaterial.
The Company also derives revenue from rendering cutting and making services to other apparel vendors who subcontract orders to the Company. Revenue is recognized when the service is rendered. All of the Company’s contracts have a single performance obligation satisfied at a point in time and the transaction price is stated in the contract, usually as a price per unit. All estimates are based on the Company’s historical experience, complete satisfaction of the performance obligation, and the Company’s best judgment at the time the estimate is made. Historically, sales returns have not significantly impacted the Company’s revenue.
9
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
The Company does not have any contract assets
since the Company recognizes accounts receivable and revenue for the transfer of promised goods to customer in an amount that reflects
the consideration to which the Company expects to be entitled in exchange for those goods. The Company has an unconditional right to
consideration when the Company has satisfied its performance obligation and payment to the accounts receivable from customers is not
contingent on a future event. The Company had contract liabilities of $
Segment
The Company has
Shipping and Handling
Proceeds collected from customers for shipping
and 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 entity
basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled. Jerash Holdings and Jerash Supplies
are 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 Success
is 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 with
Development 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 subject
to local sales tax of
The Company accounts for income taxes in accordance with 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 applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities and operating loss and tax credit carry forwards. Under this accounting standard, any changes in tax rates and the impact on deferred income taxes are recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss) in the period when the new rates are enacted. A valuation allowance is recognized if it is more likely than not that some portion, or all of, a deferred tax asset will not be realized.
10
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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 accounting for uncertain tax positions recognized in the financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for 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 penalties related to unrecognized tax benefits as income tax expense. There is significant uncertainty in tax position relating to income taxes incurred 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-mentioned entity. The assets and liabilities of the Company have been translated into US$ using the exchange rates in effect at the balance sheet date, equity accounts have been translated at historical rates, and revenue and expenses have been translated into US$ using average exchange rates in effect during the reporting period. Cash flows are also translated at average translation rates for the periods. Therefore, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income or loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the unaudited condensed consolidated statements of operations and comprehensive income (loss) as incurred, and the total amount of transaction gains and losses were immaterial for the three months ended June 30, 2025 and 2024.
The value of JOD against US$ and other currencies
may fluctuate and is affected by, among other things, changes in Jordan’s political and economic conditions. Any significant revaluation
of 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 for stock-based awards based on the awards’ initial grant-date fair value. The estimated grant-date fair value of the award is recognized as expense over the requisite service period using the straight-line method.
The Company estimates the fair value of stock options using a Black-Scholes model. This model is affected by the Company’s stock price on the date of the grant as well as assumptions regarding a number of variables. These variables include the expected term of the option, expected risk-free rates of return, the expected volatility of the Company’s common stock, and expected dividend yield, each of which is more fully described below. The assumptions for 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 compensation awards granted prior to November 2018 assumed no dividend yield, while any subsequent stock-based compensation awards will be valued using 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 companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share 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. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from 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 of the financial statements expressed in JOD or HKD or CNY to US$ is reported in other comprehensive income or loss in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Fair Value of Financial Instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable 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 its financial assets and liabilities, which consist primarily of cash, accounts receivable, other current assets, credit facilities, accounts payable, accrued expenses, income tax payables, other payables and operating lease liabilities to approximate the fair value of the respective assets 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 subject
the 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 and derived from revenue earned from customers, and therefore are exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.
Customer and vendor concentration risk
The Company’s sales are made primarily in
the United States. Its operating results could be adversely affected by U.S. government policies on importing business, foreign exchange
rate fluctuations, and changes in local market conditions. The Company has a concentration of its revenue and purchases with specific
customers and suppliers. For the three months ended June 30, 2025 and 2024, two customers accounted for
For the three months ended March 31, 2025, the
Company 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 located in 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 are subject to special considerations and significant risks not typically associated with companies in North America. These include risks associated with, among others, the political, economic, and legal environment, foreign currency exchange, and the recent conflicts between Israel 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 compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.
Since the inception of the turmoil in the Middle East, the Company has been closely monitoring the situation and keeping its customers informed. Production is ongoing as usual, with no changes 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 route for raw material import since December 2023. However, in the event of any potential impact on the ports, the Company has prepared a contingency plan, approved by its major customers, to temporarily relocate production to alternate regions.
NOTE 3 – RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which modifies the rules on income tax disclosures to require disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. The guidance is effective for 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 on its 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 Income Statement Expenses.” This update requires that at each interim and annual reporting period a report entity to disclose (1) the amounts of 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, the FASB 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 after December 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 related disclosures.
13
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 Company
had $ 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 | $ | $ | ||||||
14
NOTE 7 – LEASES
The Company had 37 operating leases for manufacturing facilities, offices, and staff dormitories as of June 30, 2025. Some leases include one or more options to renew, which is typically at the 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 restrictive covenants. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term.
All of the Company’s leases are classified as operating leases and primarily include office space and manufacturing facilities.
Supplemental balance sheet information related to operating leases was 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 all of 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 and
2024, 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 | $ |
15
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 $
16
NOTE 9 – EQUITY
Preferred Stock
The Company has
Common Stock
The Company had
On February 9, 2023, the Board of Directors approved
the 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 make
appropriations to certain reserve funds, based on net income determined in accordance with generally accepted accounting principles of
Jordan. Appropriations to the statutory reserve are required to be
Dividends
During the three months ended June 30, 2025, the
Board of Directors declared a cash dividend of $
During the fiscal year ended March 31, 2025, the
Board of Directors declared a cash dividend of $
17
NOTE 10 – STOCK-BASED COMPENSATION
Stock Options
On March 21, 2018, the Board of Directors adopted
the Jerash Holdings (US), Inc. 2018 Stock Incentive Plan (the “Plan”), pursuant to which the Company may grant various types
of equity awards.
All stock option activities are summarized as follows:
| 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 vested
and exercisable. As of June 30, 2025, there were
Restricted Stock Units
On February 9, 2023, the Board of Directors approved
the grant of
On March 25, 2024, the Board of Directors approved
the 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
$
18
NOTE 11 – RELATED PARTY TRANSACTIONS
The relationship and the nature of related party transactions 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 Yukwise
entered into a consulting agreement, pursuant to which Mr. Choi will serve as Chief Executive Officer and provide high-level advisory
and general management services for $
On January 16, 2018, Treasure Success and Multi-Glory
entered into a consulting agreement, pursuant to which Multi-Glory will provide high-level advisory, marketing, and sales services to
the Company for $
NOTE 12 – CREDIT FACILITIES
Starting from May and October 2021, the Company
has participated in a financing program with two customers, in which the Company may receive early payments for approved sales invoices
submitted by the Company through the bank the customer cooperates with. In March 2024, the Company joined a supply chain financing program
with one additional customer. For any early payments received, the Company is subject to an early payment charge imposed by the customer’s
bank, for which the rate is based on Secured Overnight Financing Rate (“SOFR”) plus a spread. In certain scenarios, the Company
submits the sales invoice and receives payments prior to the shipment of the relative products. In that case, instead of recording the
cash receipts as a reduction to accounts receivables, the Company records the cash receipts as receipts in advance from a customer until
products are entitled to transfer. The Company records the early payment charge in interest expenses on the unaudited condensed consolidated
statements of operations and comprehensive income (loss). For the three months ended June 30, 2025 and 2024, the early payment charge
was $
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 Company
had $
19
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 Newtech
Textile (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&B
and Jerash Newtech was $
On June 16, 2025, Treasure Success and Eratex attended a meeting of shareholders of J&B and approved the termination of J&B’s business operations and the dissolution of J&B, which is expected to complete in April 2027.
NOTE 14 – EARNINGS (LOSS) PER SHARE
The following table sets forth the computation
of 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 | $ | $ | ( | ) | ||||
20
NOTE 15 – SEGMENT REPORTING
ASC 280, “Segment Reporting,” establishes
standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure
as well as information about geographical areas, business segments, and major customers in financial statements for details on the Company’s
business segments. The amendment of ASC 280 requires incremental disclosures in annual and interim periods to reportable segments and
clarifies entities with a single reportable segment are also required to provide new disclosures in significant segment expenses, profit
and loss, assets, and other segment items for better understanding company business activities and overall financial performance and
assess potential future cash flow for the business. The Company uses the “management approach” in determining reportable
operating 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 expenses include 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, there
were
NOTE 16 – COMMITMENTS AND CONTINGENCIES
Commitments
On August 28, 2019, Jiangmen Treasure Success
was incorporated under the laws of the People’s Republic of China in Jiangmen City, Guangdong Province, China, with a total registered
capital of HKD
Contingencies
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would not have 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 personal
protective equipment (“PPE”) customer (the “PPE Customer”) to produce PPE products for them. The PPE products
were delivered in 2020 against some postdated checks issued by the PPE Customer. Delivery was also supported by delivery documents signed
by persons of the PPE Customer for inspection and receiving. The PPE Customer declined to honor the postdated checks. Jerash Garment brought
the case to the court and won in the Cassation Court. For the same PPE products, the PPE Customer filed another case claiming that certain
lengths/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 legal advisors of Jordanian laws. Both opined that Jerash Garments has a strong position in the appeal as Jerash Garments will be allowed to present witnesses with additional evidence including the proof of inspections and receipts in the appeal. Also, given the appeal process mentioned above, the case would take a considerable long period of time to reach conclusion.
The management, based on the legal opinion of external advisors, the fact that the Court of Appeal and Cassation’s previous favorable verdicts on Jerash Garments’ lawful right 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. Effective
January 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 Jobs
Act (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 other
specific assets as of December 31, 2017. The Toll Charge can be paid over an eight-year period, starting in 2018, and will not accrue
interest. Additionally, under the provisions of the Tax Act, for taxable years beginning after December 31, 2017, the foreign earnings
of Jerash Garments and its subsidiaries are subject to U.S. taxation at the Jerash Holdings level under the new Global Intangible Low-Taxed
Income (“GILTI”) regime. $
The Company tax provision or benefit from income
taxes 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 and
a cumulative adjustment is made if the estimated tax rate changed. The Company’s consolidated effective tax rate for the three
ended June 30, 2025 and 2024 was
NOTE 18 – SUBSEQUENT EVENTS
The Company has evaluated all subsequent events through the date of the filing of this Quarterly Report on Form 10-Q with the SEC to ensure that this filing includes appropriate disclosure of events both recognized in the condensed consolidated financial statements as of June 30, 2025, and events which occurred subsequent to June 30, 2025 but were not recognized in the condensed consolidated financial statements. The Company has determined that there were no subsequent events that required recognition, adjustment to, or disclosure in the condensed consolidated financial statements, except for the following:
On August 8, 2025, the Board of Directors approved
the payment of a dividend of $
23
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”).
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to: any projections of earnings, revenue, or other financial items; any statements regarding the adequacy, availability, and sources of capital, any statements of the plans, strategies, and objectives of management for future operations; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “project,” or “anticipate,” and other similar words. 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 include those factors set forth in the “Risk Factors” section included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025 and in subsequent reports that we file with the SEC.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed. Our future financial condition 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’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for 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’s Discussion and Analysis of Financial Condition and Results of Operations refer to our fiscal year ending March 31, 2026, and fiscal year ended March 31, 2025, respectively.
Results of Operations
Three months ended June 30, 2025 and 2024
The following table summarizes the results of our operations during the three-month periods ended June 30, 2025 and 2024, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
(All amounts, other than percentages, in thousands of 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 period in fiscal 2025. The decrease was mainly due to the switching of some of the shipments to Aqaba Port in Jordan to avoid disruptions in Haifa Port that started in late June 2025 that delayed the shipments to July 2025.
24
The following table outlines the dollar amount and percentage of total sales to our customers for the three months ended June 30, 2025 and 2024.
(All amounts, other than percentages, in thousands of 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 thousands of 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 apparel manufactured in Jordan could be exported to the U.S. without customs duty being imposed, pursuant to the United States-Jordan Free Trade Agreement entered into in December 2001. This free trade agreement provided us with substantial competitiveness and benefit that allowed us 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 imports from almost all countries, including Jordan. Then, effective from April 9, 2025, it had announced “reciprocal” tariffs of imports from specified countries, amongst them Jordan with a prevailing rate of then 20%. These “reciprocal” tariffs are postponed for 90 days, whilst the 10% baseline tariff persists. Up to the date of this report, the tariff has been modified to 15% according to an 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 on imports from Jordan compared to other countries.
The decrease of approximately 13% in sales to the U.S. during the three months ended June 30, 2025, was mainly attributable to the delays in shipments because of switching shipping ports to Aqaba Port in Jordan as per customers’ requests in June 2025.
During the three months ended June 30, 2025, aggregate sales to China and Hong Kong, Germany, Jordan, and other locations increased by 94% from $3.9 million to $7.6 million from the same period last year. This increase was mainly because demand of our capacity increased for customers in those regions.
Cost of goods sold. Following the decrease in sales revenue, our cost of goods sold decreased by approximately $2.8 million, or 8%, to approximately $33.5 million, for the 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 three months ended June 30, 2025. The decrease in the cost of goods sold as a percentage of revenue was primarily attributable to lower import logistic costs comparing to last year as more shipments to Aqaba Port in Jordan resumed and lower level of overtime work was required with better logistic and production planning.
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For the three months ended June 30, 2025, we did not 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 purchased 12% and 11% of our total purchase in garments and raw materials from two major suppliers, respectively.
Gross profit margin. Gross profit margin was approximately 15% for the three months ended June 30, 2025, which increased by four percentage points from approximately 11% for the same period in fiscal 2025. The increase in gross profit margin was primarily driven by better execution of logistic and production plans with import sea routes resuming to go to Aqaba Port in Jordan that shortened the lead time with lower costs.
Operating expenses. Operating expenses 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 lower expenses on repair and maintenance.
Other expenses, net. Other expenses, 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 with supply chain financing programs, which caused net interest expenses to be lower.
Income tax expenses. Income tax expenses for the three months ended June 30, 2025, were approximately $329,000 compared to income tax expenses of approximately $112,000 for the same period in fiscal 2025. The increase in the income tax expenses was mainly due to an increase in net profit in Jordan and Hong Kong subsidiaries, offsetting federal tax provision adjustment compared to the same period in fiscal 2025. The effective tax rate increased to 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 for the three months ended June 30, 2025, was approximately $0.3 million compared to net loss of approximately $1.4 million for the same period in fiscal 2025. The increase in net income was mainly attributable to lower import logistic costs as more shipments to Aqaba Port in Jordan resumed and a lower level of overtime work with better logistic and production planning, lower stock-based compensation expenses and lower expenses on repair and maintenance, as well as lower interest rates and lower sales to customers with supply chain financing programs resulting in less interest expenses comparing to last year.
Liquidity and Capital Resources
Jerash Holdings is a holding company incorporated in Delaware. As a holding company, we rely on dividends and other distributions from our Jordanian and Hong Kong subsidiaries to satisfy our liquidity requirements. Current Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with Jordanian accounting standards and regulations. In addition, our Jordanian subsidiaries are required to set aside at least 10% of their respective accumulated profits each year until the reserve is equal to 100% of the entity’s share capital, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends. We have relied on direct payments of expenses by our subsidiaries to meet our obligations to date. To the extent payments are due in U.S. dollars, we have occasionally paid such amounts in JOD to an entity controlled by our management capable of paying such amounts in U.S. dollars. Such transactions have been 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 of approximately $1.7 million as of March 31, 2025. The total cash decreased mainly because more shipments were completed at the end of June 2025, 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 current assets as of March 31, 2025 were approximately $54.4 million, and our current liabilities were approximately $19.8 million, which resulted in a current ratio of approximately 2.7 to 1.
The primary drivers in the decrease in current assets were lower cash balances attributable to some orders not shipped on time in mid-late June 2025 due to the disruption in export through 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 hand and cash generated from operating activities will be sufficient to support our working capital needs for the next 12 months from the date this Quarterly Report is released.
Since May and October 2021, we have participated in supply chain financing programs of two of our major customers, respectively. The programs allow us to receive early payments for approved sales invoices submitted by us through the bank the customer cooperates with. For any early payments received, we are subject to an early payment charge imposed by the customer’s bank, for which the rate is SOFR plus a spread. The arrangement allows us to have better liquidity without the need to incur administrative charges and handling fees as in bank financing. In March 2024, we participated in an additional supply chain financing program with one customer.
We have funded our working capital needs from operations. Our working capital requirements are influenced by the level of our operations, the numerical and dollar volume of our sales contracts, 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 January 12, 2022, DBSHK provided a bank facility of up to $5.0 million to Treasure Success, which was amended pursuant to a facility letter dated January 4, 2024. Pursuant to the amended agreement, DBSHK agreed to finance cargo receipt, trust receipt, account payable financing, and certain types of import and export invoice financing up to an aggregate of $5.0 million, subject to certain financial covenants. The DBSHK facility 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 foreign currency bills. The facility is guaranteed by Jerash Holdings and became available to the Company on June 17, 2022. As of June 30, 2025 and 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 our cash 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 for the same period in fiscal 2025. For the three months ended June 30, 2025, the increase in net cash used in operating activities was primarily attributable to an increase in accounts receivable and a decrease in inventory, partially offset by higher net profit, and a decrease in 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, the cash 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 net cash used in investing activities during the three months ended June 30, 2025 and 2024 was mainly for purchases of property, plant, and machineries, 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 million of 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 determined in 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 aside 10% of its net income as statutory surplus reserve until such reserve is equal to 50% of its registered capital. These reserves are not available 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 our statutory reserves, the amount of restricted net assets, consolidated net assets, and the amount of restricted net assets as a percentage of consolidated net assets, as of June 30, 2025 and 2024.
(All amounts, other than percentages, in thousands of 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 approximately 0.66% of our consolidated net assets as of June 30, 2025. As our subsidiaries in Jordan are only required to set aside 10% of net profits to fund the statutory reserves with the maximum reserve equal to 100% of the entity’s declared capital, we believe the potential impact of such restricted net assets on our liquidity is limited.
Capital Expenditures
We had capital expenditures of approximately $0.7 million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively. For the three months ended June 30, 2025, our capital 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 transaction to acquire 12,340 square meters (approximately three acres) of land in Al Tajamouat Industrial City, Jordan, from a third party to construct a dormitory for our employees with aggregate purchase price JOD 863,800 (approximately $1,218,303). Management has revised the plan to construct both dormitory and production facilities on the land in order to capture the increasing demand for our capacity. We are conducting engineering 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 Tajamouat Industrial 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 of approximately $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 progress of our business development, including expanding our client base and securing increased commitments from existing customers. We expect that our capital expenditures will increase in the future as our business continues to develop and expand. We have used cash generated from operations of our subsidiaries to fund our capital commitments in the past and anticipate using such funds to fund capital expenditure commitments in the future.
Off-balance Sheet Commitments and Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as stockholders’ equity, or that are not reflected in our consolidated financial statements.
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Critical Accounting Estimates
We prepare our consolidated financial statements in conformity with accounting principles generally accepted by the United States of America (“U.S. GAAP”), which require us to make judgments, estimates, and assumptions that affect our reported amount of assets, liabilities, revenue, costs and expenses, and any 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 experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates. We have not 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 Disclosures About Market Risk.
As a smaller reporting company, we are not required to provide this information.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Rule 15d-15(e)) are designed with the objective of ensuring 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 are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), based on their evaluation of our disclosure controls and procedures as of June 30, 2025, concluded that our disclosure controls and procedures were ineffective as of that date based on reasons set forth below. In making this assessment, management used the criteria set forth in the Committee of Sponsoring Organizations of the Treadway Commission 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 ineffective information technology general controls in the areas of privileged user access and the review of user access over certain information technology systems that support our financial reporting processes.
Although some remedial actions have been implemented to 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 technology environment were not sufficiently remediated.
Remedial actions have then been implemented to address some of the issues. However, in the assessment in fiscal 2026, the management still concluded that, as of June 30, 2025, our internal control over financial reporting was not effective because the implementation was still in its preliminary stage and it needs more time for managerial review and fine-tuning before the management could conclude that the remedial actions are sufficient and the internal controls are effective.
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The Company has put in more resources to strengthen the internal control environment and plans to enhance the management information systems. As of the date of this report, we have implemented measures 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 remediation efforts to-date have improved and will continue to improve our disclosure controls and procedures, remediation of the material weaknesses will require validation and testing of the operating effectiveness of our disclosure controls over a sustained period of financial reporting cycles. As the Company continues to evaluate and work to improve its internal control over financial reporting, management may determine additional measures are necessary to address control deficiencies or determine that it is necessary to modify the remediation plan described above. Management cannot provide assurance as to when the Company will remediate such weaknesses, nor can management be certain of whether additional actions will be required or the costs of any such actions.
Our remediation efforts are ongoing and are subject to continued management review supported by ongoing design and testing. Notwithstanding the material weaknesses, our management has concluded that the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report present fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America.
Changes in Internal Control Over Financial Reporting
Other than our ongoing remediation efforts with respect to our disclosure controls and procedures, which extend to our internal control over financial reporting, there were no changes in 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) during the quarter ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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JERASH HOLDINGS (US), INC.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently involved in any material legal proceedings. From time-to-time we are, and we anticipate that we will be, involved in legal proceedings, claims, and litigation arising in the ordinary course of our business and otherwise. The ultimate costs to resolve any such matters could have a material adverse effect on our financial statements. We could be forced to incur material expenses with respect to these legal proceedings, and in the event 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 required to 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 Report on Form 10-Q.
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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 requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly 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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