ジェラシュホールディングス(US)の四半期報告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38474

Jerash Holdings (US), Inc.

(Exact name of registrant as specified in its charter)

Delaware		81-4701719
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

277 Fairfield Road, Suite 338

Fairfield, New Jersey 07004

(Address of principal executive offices) (Zip Code)

(201) 285-7973

(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
Common Stock, par value $0.001 per share		JRSH		The Nasdaq Stock Market LLC

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐
Non-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 November 10, 2025, there were 12,699,940 shares of common stock, par value $0.001 per share, outstanding.

Jerash Holdings (US), Inc.

Form 10-Q

For the Quarterly Period Ended September 30, 2025

Contents

Part I	Financial Information	1

Item 1	Financial Statements	1

	Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and March 31, 2025	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended September 30, 2025 and 2024	2

	Unaudited Condensed Consolidated Statements of Changes in Equity for the Three and Six Months Ended September 30, 2025 and 2024	3

	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2025 and 2024	5

	Notes to Unaudited Condensed Consolidated Financial Statements	6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4	Controls and Procedures	30

Part II	Other Information	32

Item 1	Legal Proceedings	32

Item 1A	Risk Factors	32

Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	32

Item 3	Defaults Upon Senior Securities	32

Item 4	Mine Safety Disclosures	32

Item 5	Other Information	32

Item 6	Exhibits	32

Signatures		34

JERASH HOLDINGS (US), INC.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2025			March 31, 2025
	(Unaudited)

ASSETS
Current Assets:
Cash	$	12,002,314		$	13,346,791
Accounts receivable, net		5,798,578			3,076,074
Inventories		26,256,890			27,704,829
Prepaid expenses and other current assets		3,500,397			3,648,321
Advances to suppliers, net		7,995,085			6,644,194
Total Current Assets		55,553,264			54,420,209

Restricted cash - non-current		1,700,539			1,717,248
Long-term deposits		379,283			464,934
Property, plant, and equipment, net		24,667,532			25,023,681
Goodwill		499,282			499,282
Operating lease right of use assets		535,512			850,172
Total Assets	$	83,335,412		$	82,975,526

LIABILITIES AND EQUITY

Current Liabilities:
Credit facilities	$	5,176,438		$	4,512,462
Accounts payable		7,755,534			6,507,308
Accrued expenses		4,075,252			4,342,436
Income tax payable - current		865,161			1,305,386
Uncertain tax provision		-			175,290
Other payables		1,502,010			2,149,185
Deferred revenue		691,264			487,004
Operating lease liabilities - current		314,685			339,699
Total Current Liabilities		20,380,344			19,818,770

Deferred tax liabilities, net		120			120
Operating lease liabilities - non-current		109,056			287,527
Total Liabilities		20,489,520			20,106,417

Commitments and Contingencies (Note 16)

Equity
Preferred stock, $0.001 par value; 500,000 shares authorized; none issued and outstanding	$	-		$	-
Common stock, $0.001 par value; 30,000,000 shares authorized; 12,939,418 shares issued; 12,699,940 shares outstanding as of September 30, 2025 and March 31, 2025, respectively		12,939			12,939
Additional paid-in capital		26,126,330			25,674,835
Treasury stock, 239,478 shares		(1,169,046	)		(1,169,046	)
Statutory reserve		413,821			413,821
Retained earnings		37,907,188			38,396,901
Accumulated other comprehensive loss		(520,773	)		(513,122	)
Total Jerash Holdings (US), Inc. Stockholders’ Equity		62,770,459			62,816,328

Noncontrolling interest		75,433			52,781
Total Equity		62,845,892			62,869,109

Total Liabilities and Equity	$	83,335,412		$	82,975,526

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

	For the Three Months Ended September 30,						For the Six Months Ended September 30,
	2025			2024			2025			2024

Revenue, net	$	41,968,534		$	40,240,127		$	81,597,842		$	81,175,843
Cost of goods sold		35,678,854			33,182,244			69,219,282			69,478,089
Gross Profit		6,289,680			7,057,883			12,378,560			11,697,754

Selling, general, and administrative expenses		4,971,466			5,449,386			9,878,681			10,449,130
Stock-based compensation expenses		228,826			474,088			451,495			943,023
Total Operating Expenses		5,200,292			5,923,474			10,330,176			11,392,153

Income from Operations		1,089,388			1,134,409			2,048,384			305,601

Other Income (Expenses):
Interest expenses		(493,482	)		(503,149	)		(849,330	)		(983,352	)
Other income, net		37,153			139,166			86,467			193,201
Total other expenses, net		(456,329	)		(363,983	)		(762,863	)		(790,151	)

Net income (loss) before provision for income taxes		633,059			770,426			1,285,521			(484,550	)

Income tax expenses		153,756			105,877			482,588			217,598

Net income (loss)		479,303			664,549			802,933			(702,148	)

Net (gain) loss attributable to noncontrolling interest		(17,698	)		(9,261	)		(22,652	)		12,220
Net income (loss) attributable to Jerash Holdings (US), Inc.’s Common Stockholders	$	461,605		$	655,288		$	780,281		$	(689,928	)

Net income (loss)	$	479,303		$	664,549		$	802,933		$	(702,148	)
Other Comprehensive Income (Loss):
Foreign currency translation (loss) gain		(17,215	)		7,583			(7,651	)		16,496
Total Comprehensive Income (Loss)		462,088			672,132			795,282			(685,652	)
Comprehensive (income) loss attributable to noncontrolling interest		(17,698	)		(9,261	)		(22,652	)		12,220
Comprehensive Income (Loss) Attributable to Jerash Holdings (US), Inc.’s Common Stockholders	$	444,390		$	662,871		$	772,630		$	(673,432	)

Earnings (Loss) Per Share Attributable to Common Stockholders:
Basic and diluted	$	0.04		$	0.05		$	0.06		$	(0.06	)

Weighted Average Number of Shares
Basic		12,699,940			12,294,840			12,699,940			12,294,840
Diluted		13,174,524			12,460,241			13,125,459			12,294,840

Dividend per share	$	0.05		$	0.05		$	0.10		$	0.10

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

	Preferred Stock				Common Stock				Additional Paid-in		Treasury			Statutory		Retained			Accumulated Other Comprehensive Income			Noncontrolling			Total
	Shares		Amount		Shares		Amount		Capital		Stock			Reserve		Earnings			(Loss)			interest			Equity
Balance at March 31, 2024		-	$	-		12,534,318	$	12,534	$	23,917,094	$	(1,169,046	)	$	413,821	$	41,704,238		$	(492,319	)	$	44,341		$	64,430,663

Stock-based compensation expense for the restricted stock units issued under stock incentive plan		-		-		-		-		943,023		-			-		-			-			-			943,023
Net loss		-		-		-		-		-		-			-		(689,928	)		-			(12,220	)		(702,148	)
Dividend payments		-		-		-		-		-		-			-		(1,229,484	)		-			-			(1,229,484	)
Foreign currency translation gain		-		-		-		-		-		-			-		-			16,496			-			16,496

Balance at September 30, 2024 (unaudited)		-	$	-		12,534,318	$	12,534	$	24,860,117	$	(1,169,046	)	$	413,821	$	39,784,826		$	(475,823	)	$	32,121		$	63,458,550

Balance at March 31, 2025		-	$	-		12,939,418	$	12,939	$	25,674,835	$	(1,169,046	)	$	413,821	$	38,396,901		$	(513,122	)	$	52,781		$	62,869,109

Stock-based compensation expense for the restricted stock units issued under stock incentive plan		-		-		-		-		451,495		-			-		-			-			-			451,495
Net income		-		-		-		-		-		-			-		780,281			-			22,652			802,933
Dividend payments		-		-		-		-		-		-			-		(1,269,994	)		-			-			(1,269,994	)
Foreign currency translation loss		-		-		-		-		-		-			-		-			(7,651	)		-			(7,651	)

Balance at September 30, 2025 (unaudited)		-	$	-		12,939,418	$	12,939	$	26,126,330	$	(1,169,046	)	$	413,821	$	37,907,188		$	(520,773	)	$	75,433		$	62,845,892

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024 (UNAUDITED)

	Preferred Stock				Common Stock				Additional Paid-in		Treasury			Statutory		Retained			Accumulated Other Comprehensive Income			Noncontrolling		Total
	Shares		Amount		Shares		Amount		Capital		Stock			Reserve		Earnings			(Loss)			interest		Equity
Balance at June 30, 2024 (unaudited)		-	$	-		12,534,318	$	12,534	$	24,386,029	$	(1,169,046	)	$	413,821	$	39,744,280		$	(483,406	)	$	22,860	$	62,927,072

Stock-based compensation expense for the restricted stock units issued under stock incentive plan		-		-		-		-		474,088		-			-		-			-			-		474,088
Net income		-		-		-		-		-		-			-		655,288			-			9,261		664,549
Dividend payment		-		-		-		-		-		-			-		(614,742	)		-			-		(614,742	)
Foreign currency translation gain		-		-		-		-		-		-			-		-			7,583			-		7,583

Balance at September 30, 2024 (unaudited)		-	$	-		12,534,318	$	12,534	$	24,860,117	$	(1,169,046	)	$	413,821	$	39,784,826		$	(475,823	)	$	32,121	$	63,458,550
Balance at June 30, 2025 (unaudited)		-	$	-		12,939,418	$	12,939	$	25,897,504	$	(1,169,046	)	$	413,821	$	38,080,580		$	(503,558	)	$	57,735	$	62,789,975

Stock-based compensation expense for the restricted stock units issued under stock incentive plan		-		-		-		-		228,826		-			-		-			-			-		228,826
Net income		-		-		-		-		-		-			-		461,605			-			17,698		479,303
Dividend payment		-		-		-		-		-		-			-		(634,997	)		-			-		(634,997	)
Foreign currency translation loss		-		-		-		-		-		-			-		-			(17,215	)		-		(17,215	)

Balance at September 30, 2025 (unaudited)		-	$	-		12,939,418	$	12,939	$	26,126,330	$	(1,169,046	)	$	413,821	$	37,907,188		$	(520,773	)	$	75,433	$	62,845,892

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

JERASH HOLDINGS (US), INC.,

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Six Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	802,933		$	(702,148	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		1,506,793			1,209,053
Stock-based compensation expenses		451,495			943,023
Credit loss		-			16,768
Amortization of operating lease right-of-use assets		316,722			300,559

Changes in operating assets:
Accounts receivable		(2,722,504	)		(392,484	)
Inventories		1,447,940			7,034,774
Prepaid expenses and other current assets		147,924			(470,777	)
Advances to suppliers		(1,350,891	)		(2,942,296	)
Changes in operating liabilities:
Accounts payable		1,248,225			(1,945,505	)
Accrued expenses		(267,184	)		(520,948	)
Other payables		(647,175	)		133,937
Deferred revenue		204,260			1,112,963
Operating lease liabilities		(205,547	)		(238,237	)
Income tax payable		(614,713	)		(1,112,062	)
Net cash provided by operating activities		318,278			2,426,620

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(844,401	)		(348,238	)
Payments for construction of properties		-			(270,599	)
Payment for long-term deposits		(209,543	)		(317,386	)
Net cash used in investing activities		(1,053,944	)		(936,223	)

CASH FLOWS FROM FINANCING ACTIVITIES
Dividend payments		(1,269,994	)		(1,229,484	)
Repayment from short-term loan		(10,003,284	)		(5,566,040	)
Proceeds from short-term loan		10,667,260			9,136,277
Net cash (used in) provided by financing activities		(606,018	)		2,340,753

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH		(19,502	)		16,018

NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH		(1,361,186	)		3,847,168

CASH AND RESTRICTED CASH, BEGINNING OF THE PERIOD		15,064,039			14,036,867

CASH AND RESTRICTED CASH, END OF THE PERIOD	$	13,702,853		$	17,884,035

CASH AND RESTRICTED CASH, END OF THE PERIOD	$	13,702,853		$	17,884,035
LESS: NON-CURRENT RESTRICTED CASH		1,700,539			1,545,457
CASH, END OF THE PERIOD	$	12,002,314		$	16,338,578

Supplemental disclosure information:
Cash paid for interest	$	849,330		$	983,352
Income tax paid	$	1,105,128		$	1,329,150

Non-cash investing and financing activities
Equipment obtained by utilizing long-term deposit	$	295,195		$	262,017
Operating lease right of use assets obtained in exchange for operating lease obligations	$	-		$	67,512

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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 150,000 Jordanian Dinar (“JOD”) (approximately US$212,000).

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 50,000 (approximately US$71,000). Jerash Embroidery and Chinese Garments are wholly owned subsidiaries of Jerash Garments.

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 100,000 (approximately US$141,000). On December 11, 2018, Jerash Garments and the sole shareholder of Paramount entered into an agreement pursuant to which Jerash Garments acquired all of the outstanding shares of stock of Paramount. Jerash Garments assumed ownership of all of the machinery and equipment owned by Paramount. Paramount 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 June 18, 2019, Paramount became a subsidiary of Jerash Garments.

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 150,000 (approximately US$212,000). Jerash The First is engaged in the production of medical supplies in Jordan and is a wholly owned subsidiary of Jerash Garments.

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 100,000 (approximately US$141,000). On June 24, 2021, Jerash Garments and the sole shareholder of MK Garments entered into an agreement, pursuant to which Jerash Garments acquired all of the outstanding stock of MK Garments. As of October 7, 2021, MK Garments became a subsidiary of Jerash Garments.

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 50,000 (approximately US$71,000). It holds land with factory premises, which are leased to MK Garments. On July 14, 2021, Jerash Garments and the sole shareholder of Kawkab Venus entered into an agreement, pursuant to which Jerash Garments acquired all of the outstanding stock of Kawkab Venus. Apart from the land and factory premises, Kawkab Venus had no other significant assets or liabilities and no operation activities or employees at the time of acquisition, so the acquisition was accounted for as an asset acquisition. As of August 21, 2022, Kawkab Venus became a subsidiary of Jerash Garments.

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.

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 51% of the equity interests in J&B on April 11, 2023. The declared capital is 500,000 Hong Kong Dollars (“HKD”) (approximately $64,000). J&B engages in the garment trading and manufacturing business for orders from customers. 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.

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 51% of the equity interests in Jerash Newtech. The declared capital of Jerash Newtech is US$100,000. On August 20, 2025, Treasure Success and Newtech Textile (HK) Limited attended a meeting of shareholders of Jerash Newtech and agreed to and authorized an application to be made for the deregistration of Jerash Newtech.

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 HKD15 million (approximately $1.9 million) to provide support in sales and marketing, sample development, merchandising, procurement, and other areas. Treasure Success owns 100% of the equity interests in Jiangmen Treasure Success.

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 and six months ended September 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.

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 51% of equity interest in J&B and Jerash Newtech through its wholly owned subsidiary, Treasure Success. The Company consolidates J&B and Jerash Newtech and reports noncontrolling interest to reflect the portion of their equity that is not attributable to the Company as the controlling shareholder. As of September 30, 2025 and 2024, noncontrolling interest was $75,433 and $32,121, respectively.

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 September 30, 2025 and March 31, 2025, the Company had no 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.

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. The estimated useful lives of depreciation and amortization of the principal classes of assets are as follows:

		Useful life
Land		Infinite
Property and buildings		15-25 years
Equipment and machinery		3-5 years
Office and electronic equipment		3-5 years
Automobiles		5 years
Leasehold improvements		Lesser of useful life and lease term

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).

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 not record any impairment loss during the three and six months ended September 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 September 30, 2025 and March 31, 2025, the carrying amount of goodwill was $499,282. Goodwill is tested for impairment on an annual basis, or in interim periods if indicators of potential impairment exist, based on the one reporting unit. The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment test. When performing the quantitative impairment test, the Company compares the fair value of its only reporting unit with the carrying amounts. The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company concluded that no impairment of its goodwill occurred for the three and six months ended September 30, 2025 and 2024.

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.

The Company applies the “distinct” guidance in ASC 606-10-25-19 through ASC 606-10-25-22 to identify the specified goods or services. The Company evaluates the indicators in ASC 606-10-55-39 along with all relevant facts and circumstances in relation to our assessment. As the Company is primarily responsible for fulfilling the promise to provide the specified good and service; the Company has inventory risk before the specified good or service has been transferred to a customer, or after transfer of control to the customer; and the Company has discretion in establishing the prices for the specified goods or service, the Company concluded that it is the principal of the sales transactions and revenue should be recognized on a gross basis.

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 $691,264 and $487,004 as of September 30, 2025 and March 31, 2025, respectively. As of September 30, 2025, $691,264 deferred revenue was expected to be recognized within fiscal 2026.

Segment

The Company has one revenue generating reportable geographic segment under ASC Topic 280 “Segment Reporting” and derives its sales primarily from its sales of customized ready-made outerwear. Chief Operational Decision Makers (“CODM”), including Chief Executive Officer and Chief Financial Officer, are making operating decisions and assessing performance as the source for determining the Company’s reportable segments. CODM reviews operation results on the consolidated revenue, gross profit, selling, general, and administrative expenses, interest expenses, share based payment expense, and net income or loss regularly. In selling, general, and administration expense, CODM reviews staff payroll and other related expenses, inventory export and related costs, depreciation, and others major items. The Company believes disaggregation of revenue by geographic region best depicts the nature, amount, timing, and uncertainty of its revenue and cash flows (see “Note 15—Segment Reporting”).

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 $902,522 and $1,370,698 for the three months ended September 30, 2025 and 2024, respectively. Total shipping and handling expenses were $1,512,734 and $1,971,143 for the six months ended September 30, 2025 and 2024, respectively.

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 Profits 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 20% plus a 1% social contribution starting effective from January 1, 2024.

Jerash Garments and its subsidiaries are subject to local sales tax of 16% on purchases. Jerash Garments was granted a sales tax exemption from the Jordanian Investment Commission for the period from June 1, 2015 to June 1, 2018 that allowed Jerash Garments to make purchases with no sales tax charge. The exemption has been extended to February 5, 2026.

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.

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. As of September 30, 2025 and March 31, 2025, uncertain tax provision was $nil and $175,290, respectively.

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 and six months ended September 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. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:

	September 30, 2025	March 31, 2025
Period-end spot rate	US$1=JOD0.7090	US$1=JOD0.7090
	US$1=HKD7.8002	US$1=HKD7.7790
	US$1=CNY7.1198	US$1=CNY7.2572
Average rate	US$1=JOD0.7090	US$1=JOD0.7090
	US$1=HKD7.8002	US$1=HKD7.7925
	US$1=CNY7.1939	US$1=CNY7.2150

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.

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 September 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 September 30, 2025 and March 31, 2025, respectively, $5,747,704 and $4,883,906 of the Company’s cash were on deposit at financial institutions in Jordan, where a maximum amount of JOD 50,000 (approximately $71,000) bank deposits are insured by each member bank under Jordan Deposit Insurance Corporation Law in the event of bank failure. As of September 30, 2025 and March 31, 2025, respectively, $100,202 and $246,394 of the Company’s cash were on deposit at financial institutions in China. Cash maintained in banks within China of less than CNY 0.5 million (equivalent to approximately $70,200) per bank are covered by “deposit insurance regulation” promulgated by the State Council of the People’s Republic of China. As of September 30, 2025 and March 31, 2025, respectively, $7,761,061 and $9,871,227 of the Company’s cash were on deposit at financial institutions in Hong Kong, which are insured by the Hong Kong Deposit Protection Board subject to certain limitations. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness. As of September 30, 2025 and March 31, 2025, respectively, $67,182 and $48,274 of the Company’s cash were on deposit in the United States and are insured by the Federal Deposit Insurance Corporation up to $250,000.

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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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 and six months ended September 30, 2025, two customers accounted for 60% and 12%, and 62% and 12% of the Company’s total revenue, respectively. For the three and six months ended September 30, 2024, one customer accounted for 68% and 70% of the Company’s total revenue, respectively. As of September 30, 2025, four end-customers accounted for 30%, 20%, 13%, and 12%, respectively, of the Company’s total accounts receivable balance. As of March 31, 2025, four end-customers accounted for 24%, 23%, 16%, and 11%, respectively, of the Company’s total accounts receivable balance.

For the three months and six months ended September 30, 2025, the Company purchased approximately 14% and 12% of its total purchase in garments and raw materials from one major supplier, respectively. For the three and six months ended September 30, 2024, the Company purchased approximately 10% and 11% of its total purchase in garments and raw materials from one major supplier, respectively. As of September 30, 2025, accounts payable to the Company’s three major suppliers accounted for 12%, 10%, and 10% of the total accounts payable balance, respectively. As of March 31, 2025, accounts payable to the Company’s three major suppliers accounted for 24%, 12%, and 11% of the total accounts payable balance, respectively.

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.

NOTE 4 – ACCOUNTS RECEIVABLE, NET

Accounts receivable consisted of the following:

	As of September 30, 2025 (Unaudited)		As of March 31, 2025
Trade accounts receivable	$	5,798,578	$	3,076,074
Less: allowances for credit loss		-		-
Accounts receivable, net	$	5,798,578	$	3,076,074

NOTE 5 – INVENTORIES

Inventories consisted of the following:

	As of September 30, 2025 (Unaudited)		As of March 31, 2025
Raw materials	$	13,077,999	$	13,101,508
Work-in-progress		1,685,979		2,888,090
Finished goods		11,492,912		11,715,231
Total inventory	$	26,256,890	$	27,704,829

As of September 30, 2025 and March 31, 2025, the Company had $nil inventory valuation reserve as the Company arranged its inventory based on 98.7% and 98.2% with actual orders received, respectively. As of September 30, 2025 and March 31, 2025, 1.3% and 1.8% of inventories on hand associated with garment sample and personal protective equipment orders, respectively.

NOTE 6 – ADVANCES TO SUPPLIERS, NET

Advances to suppliers consisted of the following:

	As of September 30, 2025 (Unaudited)		As of March 31, 2025
Advance to suppliers	$	7,995,085	$	6,644,194
Less: allowances for impairment		-		-
Advances to suppliers, net	$	7,995,085	$	6,644,194

NOTE 7 – LEASES

The Company had 39 operating leases for manufacturing facilities, offices, and staff dormitories as of September 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 September 30, 2025 (Unaudited)		As of March 31, 2025
Operating lease right of use assets	$	535,512	$	850,172

Operating lease liabilities – current	$	314,685	$	339,699
Operating lease liabilities – non-current		109,056		287,527
Total operating lease liabilities	$	423,741	$	627,226

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
	September 30, 2025 (Unaudited)			March 31, 2025
Weighted average remaining lease term (years)		1.3			1.6

Weighted average discount rate		6.25	%		6.25	%

During the three months ended September 30, 2025 and 2024, the Company incurred total operating lease expenses of $556,386 and $607,784, respectively. During the six months ended September 30, 2025 and 2024, the Company incurred total operating lease expenses of $1,138,984 and $1,256,025, respectively.

The following is a schedule, by fiscal years, of maturities of lease liabilities as of September 30, 2025:

2026	$	240,815
2027		307,930
2028		9,295
2029		-
2030		-
Thereafter		-
Total lease payments		558,040
Less: imputed interest		(22,528	)
Less: prepayments		(111,771	)
Present value of lease liabilities	$	423,741

NOTE 8 – PROPERTY, PLANT, AND EQUIPMENT, NET

Property, plant, and equipment, net consisted of the following:

	As of September 30, 2025 (Unaudited)			As of March 31, 2025
Land	$	2,200,334		$	2,200,334
Property and buildings		21,167,432			21,158,457
Equipment and machinery		14,547,763			13,540,863
Office and electric equipment		1,531,537			1,484,093
Automobiles		1,383,978			1,382,946
Leasehold improvements		4,608,488			4,513,590
Subtotal		45,439,532			44,280,283
Less: Accumulated depreciation and amortization		(20,772,000	)		(19,256,602	)
Property, plant, and equipment, net	$	24,667,532		$	25,023,681

For the three months ended September 30, 2025 and 2024, depreciation and amortization expenses were $763,006 and $596,294, respectively. For the six months ended September 30, 2025 and 2024, depreciation and amortization expenses were $1,506,793 and $1,209,053, respectively.

NOTE 9 – EQUITY

Preferred Stock

The Company has 500,000 shares of preferred stock, par value of $0.001 per share, authorized; none were issued and outstanding as of September 30, 2025 and March 31, 2025. The preferred stock can be issued by the board of directors of Jerash Holdings (the “Board of Directors”) in one or more classes or one or more series within any class, and such classes or series shall have such voting powers, full or limited, or no voting powers, and such designations, preferences, rights, qualifications, limitations, or restrictions of such rights as the Board of Directors may determine from time to time.

Common Stock

The Company had 12,699,940 shares of common stock outstanding as of September 30, 2025 and March 31, 2025.

On February 9, 2023, the Board of Directors approved the grant of 405,800 RSU (as defined below) under the Plan (as defined below) to 37 executive officers and employees of the Company, with a two-year vesting period. 405,100 RSUs were vested and additional shares were issued as of March 31, 2025.

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 10% of net income until the reserve is equal to 100% of the entity’s share capital. This reserve is not available for dividend distribution. In addition, PRC companies are required to set aside at least 10% of their after-tax net profits each year, if any, to fund the statutory reserves until the balance of the reserves reaches 50% of their registered capital. The statutory reserves are not distributable in the form of cash dividends to the Company and can be used to make up cumulative prior-year losses.

Dividends

During the six months ended September 30, 2025, the Board of Directors declared a cash dividend of $0.05 per share of common stock on May 20, 2025 and August 8, 2025, respectively. The cash dividends of $634,997 each were paid in full on June 6, 2025 and August 29, 2025, respectively.

During the fiscal year ended March 31, 2025, the Board of Directors declared a cash dividend of $0.05 per share of common stock on February 5, 2025, November 8, 2024, August 5, 2024, and May 21, 2024, respectively. Four cash dividends of $614,742 each were paid in full on February 25, 2025, November 29, 2024, August 23, 2024, and June 7, 2024, respectively.

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. 1,484,250 shares of common stock of the Company were reserved for issuance under the Plan. In addition, on July 19, 2019, the Board of Directors approved an amendment and restatement of the Plan, which was approved by the Company’s stockholders at its annual meeting of stockholders on September 16, 2019. The amended and restated Plan increased the number of shares reserved for issuance under the Plan by 300,000, to 1,784,250, among other changes. As of September 30, 2025, the Company had 121,310 shares remaining available for future issuance under the Plan.

All stock option activities are summarized as follows:

	Option to		Weighted Average
	Acquire Shares		Exercise Price
Stock options outstanding as of March 31, 2025		150,000	$	6.25
Granted		-		-
Exercised		-		-
Expired		-		-
Stock options outstanding as of September 30, 2025		150,000	$	6.25

All these outstanding options were fully vested and exercisable. As of September 30, 2025, there were 150,000 stock options outstanding. The weighted average remaining life of the options is 3.3 years.

Restricted Stock Units

On February 9, 2023, the Board of Directors approved the grant of 405,800 RSUs under the Plan to 37 executive officers and employees of the Company, with a two-year vesting period. 405,100 RSUs were vested and additional shares were issued as of March 31, 2025.

On March 25, 2024, the Board of Directors approved the grant of 915,040 RSUs under the Plan to 35 executive officers and employees of the Company, with a three-year vesting period. The fair value of these RSUs on March 25, 2024 was $2,745,120, based on the market price of the Company’s common stock as of the date of the grant. As of September 30, 2025, there were $1,343,105 unrecognized stock-based compensation expenses to be recognized through March 2027 and 907,840 RSUs remained outstanding.

RSU activities are summarized as follows:

	Number of Shares			Weighted- Average Grant Date Fair Value Per Share
RSUs outstanding as of March 31, 2025		911,440		$	3.00
Granted		-			-
Vested		-			-
Forfeited		(3,600	)		3.00
RSUs outstanding as of September 30, 2025		907,840			3.00

Total expenses related to the RSUs issued were $228,826 and $474,088 for the three months ended September 30, 2025 and 2024, respectively. Total expenses related to the RSUs issued were $451,495 and $943,023 for the six months ended September 30, 2025 and 2024, respectively.

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”)	Wholly owned by the Company’s President, Chief Executive Officer, Chairman, and a significant stockholder	Consulting Services

Multi-Glory Corporation Limited (“Multi-Glory”)	Wholly owned by a significant stockholder	Consulting Services

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 $300,000 per annum. The agreement renews automatically for one-month terms. This agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $75,000 and $150,000 for the three and six months ended September 30, 2025 and 2024.

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 $300,000 per annum. The agreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $75,000 and $150,000 for the three and six months ended September 30, 2025 and 2024.

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 September 30, 2025 and 2024, the early payment charge was $434,425 and $467,214, respectively. For the six months ended September 30, 2025 and 2024, the early payment charge was $726,509 and $878,051, respectively.

On January 12, 2022, DBS Bank (Hong Kong) Limited (“DBSHK”) offered to provide a banking facility of up to $5.0 million to Treasure Success pursuant to a facility letter dated January 12, 2022, which was amended pursuant to a facility letter dated January 4, 2024. Pursuant to the amended facility, DBSHK agreed to finance cargo receipt, trust receipt, account payable financing, and certain type of import and export invoice financing up to an aggregate of $5.0 million, with certain financial covenants. The DBSHK facility bears interest at 1.5% per annum over Hong Kong Interbank Offered Rate (“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 September 30, 2025 and March 31, 2025, the Company had $4,928,918 and $4,512,462 outstanding under the DBSHK facility and the weighted average interest rate was 5.5% and 6.3%, respectively. The DBSHK facility is reviewed annually.

On July 31, 2025, Bank al Etihad offered to provide a credit facility of up to $6.0 million to Jerash Garments. Pursuant to the facility, Bank al Etihad agreed to finance import invoices of up to $6.0 million, with condition that such invoices are secured by letter of credit issued by customers. The facility bears an interest rate at the Prime Lending Rate announced by Bank al Etihad, currently 8% per annum. As of September 30, 2025, the Company had $247,520 outstanding under the Bank al Etihad facility. The Bank al Etihad facility is reviewed annually.

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 51% and 49% of the equity interest in J&B, respectively, on April 11, 2023.

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 51% and 49% of the equity interest in Jerash Newtech, respectively, on November 3, 2023.

For the three months ended September 30, 2025, the net income or (loss) generated by J&B and Jerash Newtech was $37,170 and $(1,052), respectively. For the three months ended September 30, 2024, the net income or (loss) generated by J&B and Jerash Newtech was $19,948 and $(1,048) respectively.

For the six months ended September 30, 2025, the net income or (loss) generated by J&B and Jerash Newtech was $48,330 and $(2,100), respectively. For the six months ended September 30, 2024, the net (loss) suffered by J&B and Jerash Newtech was $(23,537) and $(1,402), respectively.

Noncontrolling interest as of September 30, 2025 in J&B and Jerash Newtech was $32,326 and $43,107, respectively.

On June 16, 2025, Treasure Success and P.T. Eratex (Hong Kong) Limited 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.

On August 20, 2025, Treasure Success and Newtech Textile (HK) Limited attended a meeting of shareholders of Jerash Newtech and agreed to and authorized an application to be made for the deregistration of Jerash Newtech.

NOTE 14 – EARNINGS (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted earnings (loss) per share for the three and six months ended September 30, 2025 and 2024. As of September 30, 2025, 1,057,840 RSUs and stock options were outstanding. For the three months ended September 30, 2025 and 2024, stock options were excluded from the EPS calculation as the result would be anti-dilutive. For the six months ended September 30, 2025 and 2024, all RSUs and stock options were excluded from the EPS calculation as the result would be anti-dilutive.

	Three Months Ended September 30, (Unaudited)				Six Months Ended September 30, (Unaudited)
	2025		2024		2025		2024
Numerator:
Net income (loss) attributable to Jerash Holdings (US), Inc.’s Common Stockholders	$	461,605	$	655,288	$	780,281	$	(689,928	)

Denominator:
Denominator for basic earnings per share (weighted-average shares)		12,699,940		12,294,840		12,699,940		12,294,840
Dilutive securities – RSUs		474,584		165,401		425,519		-
Denominator for diluted earnings per share (adjusted weighted-average shares)		13,174,524		12,460,241		13,125,459		12,294,840
Basic and diluted earnings (loss) per share	$	0.04	$	0.05	$	0.06	$	(0.06	)

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. The management approach considers the internal organization and reporting used by the CODM for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. CODM, including Chief Executive Officer and Chief Financial Officer, reviews operation results on the consolidated revenue, gross profit, selling, general, and administrative expenses, and net income or loss. In selling, general, and administration expenses, CODM reviews staff payroll and other related expenses, inventory export and related costs, deprecation, and other major items. Based on CODM’s assessment, the Company has determined that it has only one operating segment as defined by amended ASC 280. The following table summarizes the operating results reviewed by CODM.

	For the Three Months Ended September 30, (Unaudited)				For the Six Months Ended September 30, (Unaudited)
	2025		2024		2025		2024

Revenue	$	41,968,534	$	40,240,127	$	81,597,842	$	81,175,843
Less: Cost of goods sold		35,678,854		33,182,244		69,219,282		69,478,089
Gross profit		6,289,680		7,057,883		12,378,560		11,697,754

Other income		37,153		139,166		86,467		193,201

Expenses
Staff payroll and other related cost		2,049,876		2,052,759		4,274,798		4,214,091
Inventory export and related cost		902,522		1,370,698		1,512,734		1,971,143
Depreciation		115,490		115,201		232,485		231,569
Other selling, general, and administrative expenses		1,903,578		1,910,728		3,858,664		4,032,327
Total selling, general, and administrative expenses		4,971,466		5,449,386		9,878,681		10,449,130
Stock-based compensation expenses		228,826		474,088		451,495		943,023
Interest expenses		493,482		503,149		849,330		983,352
Total expenses		5,693,774		6,426,623		11,179,506		12,375,505

Net income (loss) before provision for income taxes	$	633,059	$	770,426	$	1,285,521	$	(484,550	)

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.

NOTE 15 – SEGMENT REPORTING (continued)

The Company’s major product is outerwear. For the three months ended September 30, 2025 and 2024, outerwear accounted for approximately 90.9% and 88.2% of the total revenue, respectively. For the six months ended September 30, 2025 and 2024, outerwear accounted for approximately 86.4% and 89.3% of the total revenue, respectively.

The following table summarizes sales by geographic areas for the three months ended September 30, 2025 and 2024, respectively.

	For the Three Months Ended September 30,
	(Unaudited)
	2025		2024
United States	$	37,278,834	$	34,531,202
China		3,276,108		2,942,140
Hong Kong		608		316,001
Germany		793,525		822,116
Jordan		474,161		989,462
Others		145,298		639,206
Total	$	41,968,534	$	40,240,127

The following table summarizes sales by geographic areas for the six months ended September 30, 2025 and 2024, respectively.

	For the Six Months Ended September 30,
	(Unaudited)
	2025		2024
United States	$	69,330,852	$	71,565,600
China		8,972,549		4,222,712
Hong Kong		430,895		544,990
Germany		1,330,572		1,942,179
Jordan		929,906		1,729,719
Others		603,068		1,170,643
Total	$	81,597,842	$	81,175,843

As of September 30, 2025 and March 31, 2025, there were 75.7% and 23.3%, and 75.7% and 23.7%, of long-lived assets were located in Jordan and Hong Kong, respectively.

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 3 million (approximately $385,000). On December 9, 2020, shareholders of Jiangmen Treasure Success approved to increase its registered capital to HKD 15 million (approximately $1.9 million). The Company’s subsidiary, Treasure Success, as a shareholder of Jiangmen Treasure Success, is required to contribute HKD 15 million (approximately $1.9 million) as paid-in capital in exchange for 100% ownership interest in Jiangmen Treasure Success. As of September 30, 2025, Treasure Success had made capital contribution of HKD 10 million (approximately $1.3 million). Pursuant to the articles of incorporation of Jiangmen Treasure Success, Treasure Success is required to complete the remaining capital contribution before December 31, 2029 as Treasure Success’ available funds permit.

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.

NOTE 16 – COMMITMENTS AND CONTINGENCIES (continued)

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$653,000. Jerash Garments filed an appeal, which is undergoing in the Court of Appeal. Upon the judgment of the appeal, the parties involved may appeal further to the Court of Cassation where judgment will be final.

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.

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 20% plus a 1% social contribution effective from January 1, 2024.

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. All Toll Charge had been paid as of September 30, 2025.

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. For the three months ended September 30, 2025 and 2024, the Company’s consolidated effective tax rate was 24.3% and 13.7%, respectively. For the six months ended September 30, 2025 and 2024, the Company’s consolidated effective tax rate was 37.5% and (44.9%), respectively. The Company’s consolidated effective tax differed from the effective statutory federal income tax rate of 21.0%, primarily due to GILTI adjustments, foreign tax rate differentials, and valuation allowance adjustments. As of September 30, 2025 and March 31, 2025, there were $nil and $175,290 uncertain tax positions, respectively. The Company amended uncertain tax provision of $25,261, including penalties and interest, during the six months ended September 30, 2025.

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 September 30, 2025, and events which occurred subsequent to September 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 November 7, 2025, the Board of Directors approved the payment of a dividend of $0.05 per share.

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 September 30, 2025 and 2024

The following table summarizes the results of our operations during the three-month periods ended September 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 September 30, 2025					Three Months Ended September 30, 2024					Period over Period Increase (Decrease)
Statement of Income Data:	Amount		As % of Sales			Amount		As % of Sales			Amount			%
Revenue	$	41,969		100	%	$	40,240		100	%	$	1,729			4	%
Cost of goods sold		35,679		85	%		33,182		82	%		2,497			8	%
Gross profit		6,290		15	%		7,058		18	%		(768	)		(11	)%
Selling, general, and administrative expenses		4,972		12	%		5,450		14	%		(478	)		(9	)%
Stock-based compensation expenses		229		0	%		474		1	%		(245	)		(52	)%
Other expenses, net		456		1	%		364		1	%		92			25	%
Net income before taxation		633		2	%		770		2	%		(137	)		(18	)%
Income tax expenses		154		0	%		106		0	%		48			45	%
Net income	$	479		1	%	$	664		2	%	$	(185	)		(28	)%

Revenue. Revenue increased by approximately $1.7 million, or 4%, to $42.0 million, for the three months ended September 30, 2025, from approximately $40.2 million for the same period in fiscal 2025. The increase was mainly due to an increase in shipments to the U.S. resulting from a more diverse customer base in fiscal 2026.

The following table outlines the dollar amount and percentage of total sales to our customers for the three months ended September 30, 2025 and 2024.

(All amounts, other than percentages, in thousands of U.S. dollars)

	Three Months Ended September 30, 2025					Three Months Ended September 30, 2024
	Sales					Sales
	Amount		%			Amount		%
VF Corporation (1)	$	25,203		60	%	$	27,192		68	%
New Balance		4,943		12	%		3,524		9	%
Suzhou Unitex		2,342		6	%		2,941		7	%
American Eagle Outfitter		2,107		5	%		880		2	%
G-III		1,969		5	%		1,695		4	%
Acushnet		934		2	%		-		-	%
Hugo Boss		794		2	%		822		2	%
Others		3,677		8	%		3,186		8	%
Total	$	41,969		100	%	$	40,240		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 September 30, 2025					Three Months Ended September 30, 2024					Period over Period Increase (Decrease)
Region	Amount		%			Amount		%			Amount			%
United States	$	37,279		89	%	$	34,531		86	%	$	2,748			8	%
China (including Hong Kong)		3,277		8	%		3,258		8	%		19			1	%
Germany		794		2	%		822		2	%		(28	)		(3	)%
Jordan		474		1	%		990		2	%		(516	)		(52	)%
Others		145		0	%		639		2	%		(494	)		(77	)%
Total	$	41,969		100	%	$	40,240		100	%	$	1,729			4	%

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 increase of approximately 8% in sales to the U.S. during the three months ended September 30, 2025, was mainly attributable to our effort on diversification of customer base in the region, which resulted in increases in demands in most of our top U.S. customers in the period.

During the three months ended September 30, 2025, aggregate sales to China, Germany, Jordan, and other locations decreased by 18% from $5.7 million to $4.7 million from the same period last year. This decrease was mainly because more capacity has been devoted to U.S. orders.

Cost of goods sold. Following the increase in sales revenue, our cost of goods sold increased by approximately $2.5 million, or 8%, to approximately $35.7 million, for the three months ended September 30, 2025, from approximately $33.2 million for the same period in fiscal 2025. As a percentage of revenue, the cost of goods sold increase by approximately 3 percentage points, from 82% for the same period in fiscal 2025 to 85% for the three months ended September 30, 2025. The increase in the cost of goods sold as a percentage of revenue was primarily attributable to catch-up production of some outerwear orders that carried higher margin, which were originally schedule for the first quarter of fiscal 2025 and deferred to the second quarter of fiscal 2025. For the three months ended September 30, 2025, the production and shipments were back to normal level that on average produced lower profit margins.

For the three months ended September 30, 2025 and 2024, we purchased 14% and 10% of our total purchase in garments and raw materials from one major supplier, respectively.

Gross profit margin. Gross profit margin was approximately 15% for the three months ended September 30, 2025, which decreased by 3 percentage points from approximately 18% for the same period in fiscal 2025. The decrease in gross profit margin was primarily driven by one-off higher margin outerwear orders originally scheduled for the first quarter of fiscal 2025 and deferred to the second quarter of fiscal 2025.

Operating expenses. Operating expenses decreased by 12%, or approximately $0.7 million, from approximately $5.9 million for the three months ended September 30, 2024, to approximately $5.2 million for the three months ended September 30, 2025. The decrease was primarily due to better control of export costs and lower stock-based compensation expenses in fiscal 2026.

Other expenses, net. Other expenses, net were approximately $456,000 for the three months ended September 30, 2025, as compared to other expenses, net of approximately $364,000 for the same period in fiscal 2025. The increase was primarily due to an increase in financing needs to fund growth in business, which was in turn, due to less interest income from fixed term deposits.

Income tax expenses. Income tax expenses for the three months ended September 30, 2025, were approximately $154,000 compared to income tax expenses of approximately $106,000 for the same period in fiscal 2025. The increase in the income tax expenses was mainly due to the increase in operating profit of Treasure Success, related to the inclusion of Subpart F income under the U.S. Internal Revenue Code, offset by uncertain tax provision, which was provided in the prior year and subsequently amended the overstatement of approximately $150,000 in fiscal 2026. The effective tax rate increased to 24.3% for the three months ended September 30, 2025, as compared to 13.7% for the three months ended September 30, 2024.

Net income. Net income for the three months ended September 30, 2025, was approximately $0.5 million compared to net income of approximately $0.7 million for the same period in fiscal 2025. The decrease in net income was mainly attributable to the different customer mix and product mix in fiscal 2025 that on average produced lower profit margins, partially offset by the decrease in operating expenses due to better control of export costs and lower stock-based compensation expenses in fiscal 2026.

Six months ended September 30, 2025 and 2024

The following table summarizes the results of our operations during the six-month periods ended September 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)

	Six Months Ended September 30, 2025					Six Months Ended September 30, 2024						Period over Period Increase (Decrease)
Statement of Income Data:	Amount		As % of Sales			Amount			As % of Sales			Amount			%
Revenue	$	81,598		100	%	$	81,176			100	%	$	422			1	%
Cost of goods sold		69,219		85	%		69,478			86	%		(259	)		(0	)%
Gross profit		12,379		15	%		11,698			14	%		681			6	%

Selling, general, and administrative expenses		9,879		12	%		10,449			13	%		(570	)		(5	)%
Stock-based compensation expenses		451		0	%		943			1	%		(492	)		(52	)%
Other expenses, net		763		1	%		790			1	%		(27	)		(3	)%
Net income/(loss) before taxation		1,286		2	%		(484	)		(1	)%		1,770			366	%
Income tax expense		483		1	%		218			0	%		265			122	%
Net income/(loss)	$	803		1	%	$	(702	)		(1	)%	$	1,505			214	%

Revenue. Revenue increased by approximately $0.4 million, or 1%, to $81.6 million, for the six months ended September 30, 2025, from approximately $81.2 million for the same period in fiscal 2025. The slight increase was mainly due to the increase in the overall demand of most of our major customers following the Company’s effort in diversification of the customer base.

The following table outlines the dollar amount and percentage of total sales to our customers for the six months ended September 30, 2025 and 2024, respectively.

(All amounts, other than percentages, in thousands of U.S. dollars)

	Six Months Ended September 30, 2025					Six Months Ended September 30, 2024
	Sales					Sales
	Amount		%			Amount		%
VF Corporation (1)	$	50,359		62	%	$	57,166		70	%
New Balance		9,739		12	%		7,590		9	%
Suzhou Unitex		6,123		7	%		4,219		5	%
G-III		2,391		3	%		1,725		2	%
American Eagle Outfitter		2,184		3	%		1,213		2	%
Tharanco		1,382		2	%		1,160		2	%
Hugo Boss		1,331		2	%		1,942		2	%
Acushnet		1,197		1	%		633		1	%
Others		6,892		8	%		5,528		7	%
Total	$	81,598		100	%	$	81,176		100	%

(1)	A large portion of our products are sold under The North Face, Timberland and Vans brands that are owned by VF Corporation.

Revenue by Geographic Area

(All amounts, other than percentages, in thousands of U.S. dollars)

	Six Months Ended September 30, 2025					Six Months Ended September 30, 2024					Period over Period Increase (Decrease)
Region	Amount		%			Amount		%			Amount			%
United States	$	69,331		85	%	$	71,566		88	%	$	(2,235	)		(3	)%
China (including Hong Kong)		9,403		11	%		4,768		6	%		4,635			97	%
Germany		1,331		2	%		1,942		2	%		(611	)		(31	)%
Jordan		930		1	%		1,730		2	%		(800	)		(46	)%
Others		603		1	%		1,170		2	%		(567	)		(48	)%
Total	$	81,598		100	%	$	81,176		100	%	$	422			1	%

The decrease of approximately 3% in sales to the U.S. during the six months ended September 30, 2025, was mainly attributable to a decrease in shipments to our top customer in the period, which was partially compensated by the increases in shipments to our other customers in the U.S.

During the six months ended September 30, 2025, aggregate sales to China, Germany, Jordan, and other locations increased by 28% from approximately $9.6 million to $12.3 million from the same period last year due to higher demands of our capacity for the customers in those regions.

Cost of goods sold. In contrast to the increase in sales revenue, our cost of goods sold decreased by approximately $0.3 million, or 0.4%, to approximately $69.2 million, for the six months ended September 30, 2025, from approximately $69.5 million for the same period in fiscal 2025. As a percentage of revenue, the cost of goods sold decreased by approximately 1 percentage point to 85% for the six months ended September 30, 2025 from 86% for the same period in fiscal 2025. The decrease in cost of goods sold as a percentage of revenue was primarily attributable to better control of the import logistic costs and lower average production costs resulted from economy of scale.

For the six months ended September 30, 2025 and 2024, we purchased 12% and 11% of our garments and raw materials from one major supplier, respectively.

Gross profit margin. Gross profit margin was approximately 15% for the six months ended September 30, 2025, which increased by 1 percentage point from 14% for the same period in fiscal 2025. The increase in gross profit margin was primarily driven by better control of import costs and lowered average costs due to economy of scale.

Operating expenses. Operating expenses for the six months ended September 30, 2025 decreased by 9%, or approximately $1.1 million, to approximately $10.3 million, compared to the same period in fiscal 2025. The decrease was primarily due to better control of export costs, decrease in stock-based compensation expenses, and reduced spending in repair and maintenance in fiscal 2026.

Other expenses, net. Other expenses, net was approximately $763,000 for the six months ended September 30, 2025, as compared to other expenses, net of approximately $790,000 for the same period in fiscal 2025. The slight decrease was primarily due to more shipments completed around the end of September 2025 while the proceeds from certain customers’ supply chain financing programs were not processed by end of the quarter in fiscal 2026, resulting in relatively lower interest expense in current period.

Income tax expenses. Income tax expenses for the six months ended September 30, 2025 were approximately $0.5 million compared to income tax expenses of approximately $0.2 million for the same period in fiscal 2025. The increase in the income tax expenses was mainly due to increased operating profit of Treasure Success, related to the inclusion of Subpart F income under the U.S. Internal Revenue Code, offset of uncertain tax provision, which was provided in the prior year and subsequently amended the overstatement of approximately $150,000 in fiscal 2026. The effective tax rate increased to 37.5% for the six months ended September 30, 2025, as compared to (44.9%) for the six months ended September 30, 2024.

Net income/(loss). Net income for the six months ended September 30, 2025 was approximately $0.8 million compared to net loss of approximately $0.7 million for the same period in fiscal 2025. The increase in net income was mainly attributable the increase in the overall demand of most of our major customers, better control of import costs, and the lower average costs due to economy of scale.

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 subsidiaries formed in Jordan and Hong Kong 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, 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 September 30, 2025, we had cash of approximately $12.0 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 decrease in total cash was mainly a result of higher accounts receivable due to more goods shipped around the end of September 2025 with advances to suppliers for shipments to be completed in the following quarters.

Our current assets as of September 30, 2025 were approximately $55.6 million and our current liabilities were approximately $20.4 million, which resulted in a ratio of approximately 2.7 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 increase in current assets were the increase in accounts receivable due to more goods shipped around the end of September 2025 with advances to suppliers for shipments to be completed in the following quarters. The primary driver in the increase in current liabilities was the increase in accounts payable supporting the purchases for shipments in the following quarters.

Total equity as of September 30, 2025 was approximately $62.8 million compared to $62.9 million as of March 31, 2025.

We had net working capital of $35.2 million and $34.6 million as of September 30, 2025 and March 31, 2025, respectively. 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 our 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 September 30, 2025 and March 31, 2025, we had $4.9 million and $4.5 million outstanding under this DBSHK facility, respectively.

Bank al Etihad Credit Facility

On July 31, 2025, Bank al Etihad offered to provide a credit facility of up to $6.0 million to Jerash Garments. Pursuant to the facility, Bank al Etihad agreed to finance import invoices of up to $6.0 million with condition that such invoices are secured by letter of credit issued by customers. The facility bears an interest rate at the Prime Lending Rate announced by Bank al Etihad. As of September 30, 2025, the Company had $247,520 outstanding under the Bank al Etihad facility.

Six months ended September 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)

	Six Months Ended September 30,
	2025			2024
Net cash provided by operating activities	$	318		$	2,426
Net cash used in investing activities		(1,054	)		(936	)
Net cash (used in) provided by financing activities		(606	)		2,341
Effect of exchange rate changes on cash and restricted cash		(19	)		16
Net (decrease) increase in cash and restricted cash		(1,361	)		3,847
Cash and restricted cash, beginning of six-month period		15,064			14,037
Cash and restricted cash, end of six-month period	$	13,703		$	17,884

Operating Activities

Net cash provided by operating activities was approximately $0.3 million for the six months ended September 30, 2025, compared to approximately $2.4 million for the same period in fiscal 2025. The decrease in net cash provided by operating activities was primarily attributable to the following factors:

●

a decrease in inventory of $1.4 million in the six months ended September 30, 2025, compared to a decrease of $7.0 million in the same period in fiscal 2025;

●

an increase in accounts receivable of $2.7 million in the six months ended September 30, 2025, compared to an increase of $0.4 million in the same period in fiscal 2025;

●

an increase in advance to suppliers of $1.4 million in the six months ended September 30, 2025, compared to an increase of $2.9 million in the same period in fiscal 2025;

●

an increase in accounts payable of $1.2 million in the six months ended September 30, 2025, compared to a decrease of $1.9 million in the same period in fiscal 2025; and

●

net income of $0.8 million in the six months ended September 30, 2025, compared to a net loss of $0.7 million in the same period in fiscal 2025.

Investing Activities

Net cash used in investing activities was approximately $1.1 million for the six months ended September 30, 2025, compared to approximately $0.9 million in the same period in fiscal 2025. The increase was primarily due to higher capital expenditure in property, plant, and equipment.

Financing Activities

Net cash used in financing activities was approximately $0.6 million for the six months ended September 30, 2025, which primarily consisted the payments of $1.3 million of dividend, partially offset by a slight increase in proceeds from short-term loans. Net cash provided by financing activities was approximately $2.3 million for the six months ended September 30, 2024, which was the net effect of proceeds from short-term loans of approximately $3.6 million and the payments of $1.2 million of dividend.

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 as of September 30, 2025 and 2024.

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 September 30, 2025 and 2024.

(All amounts, other than percentages, in thousands of U.S. dollars)

	As of September 30,
	2025			2024
Statutory Reserves	$	414		$	414
Total Restricted Net Assets	$	414		$	414
Consolidated Net Assets	$	62,846		$	63,459
Restricted Net Assets as Percentage of Consolidated Net Assets		0.66	%		0.65	%

Total restricted net assets accounted for approximately 0.66% of our consolidated net assets as of September 30, 2025. As our subsidiaries in Jordan are only required to set aside 10% of net profits to fund the statutory reserves, we believe the potential impact of such restricted net assets on our liquidity is limited.

Capital Expenditures

We had capital expenditures of approximately $1.1 million and $0.9 million for the six months ended September 30, 2025 and 2024, for plant and machinery in both periods and the construction of a dormitory in fiscal 2025. For the six months ended September 30, 2025, our capital expenditures in payments for additional plant and machinery were approximately $1.1 million. For the six months ended September 30, 2024, payments for additional plant and machinery and the construction of a dormitory amounted to approximately $0.6 million and $0.3 million 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 is completed in second quarter of fiscal year 2025. 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 expect that our capital expenditures will increase in the future as our business continues to develop and expand. We project that there will be an aggregate of approximately $7.8 million, $14.5 million, $16.5 million, $3.5 million and $2 million of capital expenditures, respectively, in each of the five fiscal years from the fiscal year ending March 31, 2026 to the fiscal year ending March 31, 2030, for further enhancement of production capacity to meet future sales growth based on the current market response and communication with key customers. 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 have used cash generated from operations of our subsidiaries to fund our capital commitments in the past. Our capital expenditure plan is highly related to customer commitments and market responses to the demand of our capacity. If growth in demand is in line with our projection, other than cash generated from the operations of our subsidiaries, we may also obtain further bank financing and raise funds from the capital market to meet our capital expenditure plan and fund our capital commitments. As of the date of this report, no material commitment has been made for the capital expenditure projections above.

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.

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 three 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.

Disclosure Controls and Procedures

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 September 30, 2025, concluded that our disclosure controls and procedures were effective as of that date.

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.

Additional remedial actions have then been implemented to address the issues. In the assessment in fiscal 2026, the management concluded that, as of September 30, 2025, our internal control over financial reporting was effective after review and testing of the effectiveness of the remedial actions.

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 September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

None.

Item 6. Exhibits

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

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	Credit Facility Agreement dated July 31, 2025, by and between Bank al Etihad and Jerash Garments and Fashions Manufacturing Company Limited	—	—	—	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

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.

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: November 12, 2025	Jerash Holdings (US), Inc.

	By:	/s/ Gilbert K. Lee
		Gilbert K. Lee
		Chief Financial Officer (Principal Financial Officer)

EX-10.1 2 ea026362101ex10-1_jerash.htm CREDIT FACILITY AGREEMENT DATED JULY 31, 2025, BY AND BETWEEN BANK AL ETIHAD AND JERASH GARMENTS AND FASHIONS MANUFACTURING COMPANY LIMITED

Exhibit 10.1

Agreement to grant credit facilities

Contract number:			3100/371/2025

It is hereafter referred to as “the Bank” and is represented by:	First team:	Union Bank

the signature :		Mrs):

the signature :		Mrs):

	The second team:	Jerash Clothing and Fashion Manufacturing Company

	Registration number 6434 Date 26/11/2000

Hereafter referred to as the “Borrower” and represented by:

the signature:		Mrs)

the signature:		Mrs)

the signature:		Mrs)

Therefore, the parties signing this contract agreed and concluded the following:

Article (1):

The words and phrases contained in this contract shall have the meanings assigned to them below unless the context indicates otherwise:

	A-	includes a natural or legal person / singular, dual or plural. ” borrower

	for-	The term “banking transactions” includes, but is not limited to, checks, money orders, bills of exchange, commercial papers for collection , discounting, acceptance or insurance, various types of guarantees, letters of credit, letters of credit, loans and all other types of credit facilities.

	C-	The word (“expenses”) includes the costs and/or fees of stamps, postage, telephone, telegraph, telex, facsimile, transportation, travel, currency differences, correspondent commission, collection commission and all other commissions and collection expenses, all other types of bank charges, fees and fines of all kinds, attorneys’ and expert fees paid or guaranteed by the bank arising from litigation, arbitration, legal advice, and the drafting of contracts and documents, experts and fees for appraising immovable property, and also includes the expenses of technical and engineering studies and follow-up on the implementation of works in all cases which the bank finds to require study and follow-up.

	D-	The word “contract” means this contract and any extension or modification thereof from time to time.

	e-	The word “account” means the account opened under this contract and includes any sub-account that the bank may open.

	and-	The term (operating revenues) means: all amounts resulting from the business activity of the second party that are deposited directly into its account with the bank and do not include those received from its account with other banks.

Article (2):
	A-	Documentary ceiling for financing remittance and issuing letters of credit – before shipment	At the borrower’s request, the bank grants the borrower the following credit facilities:

	In words:	Six million US dollars		In numbers:	US dollar 6000000

This is subject to the following conditions:

	-	For a period ending upon request, and it is expressly agreed that the bank has the absolute right to consider this facility due and payable and to suspend it at any time it wishes without being bound by the facility’s term.

	-	With interest at a rate The ( PRIME LENDING RATE) announced by the bank and currently stands at (8) [An annual percentage is calculated on the daily account balance, recorded on the account, and collected monthly without commission.]

	-	No credit will be issued or funded within the ceiling unless it is reinforced by a further credit. Imported.

	-	issued credits should not exceed Purchases within the above ceiling shall be at a maximum of 70% of the value of the incoming credit.

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	-	The borrower waives He hereby grants an absolute and unconditional waiver of all his entitlements from the credit facilities credited to his account with the bank , after the bank has reviewed and accepted the documents . He also irrevocably authorizes the bank to repay the granted facilities , including any accrued interest and fees, until full repayment. This authorization remains valid and in effect as long as the credit facilities remain in place. The list granted to the borrower .

	-	The borrower waives He hereby gives an absolute and unconditional waiver of all his entitlements from purchase orders received by his account with The bank is also granted an absolute and irrevocable authorization to repay the facilities granted to it , in addition to any accrued interest and fees, until full repayment . This authorization remains valid and ongoing as long as the credit facilities... The list granted to the borrower .

	-	The borrower authorizes the bank to reserve a cash guarantee of 100% of the value of the issued credit if the credit payment is received before the due date of the issued credit.

for-	The credit facilities referred to in the previous paragraph have been granted to the borrower:

	-	Financing the borrower’s purchases of raw materials used in clothing manufacturing Financing customs duties and invoices shipping.

	-	Issuance of sight letters of credit with a payment term of 180 days , financed with an issuance fee of 1.5% annually and a withdrawal fee of 2 %.

	C-	The loan is disbursed upon a written request from the borrower, supported by invoices. – Transfers or letters of credit supported by invoices -

	D-	The purpose of the facilities and the method of disbursement specified in this agreement are not exhaustive and may be modified upon a written request from the borrower and with the prior approval of the bank.

	e-	The bank shall charge the borrower’s account all amounts withdrawn by the borrower and any amounts arising from other banking transactions, in addition to any amounts the bank chooses to charge the borrower as due from the stipulated facilities. The bank shall also charge the borrower all expenses falling within the scope of paragraph (d) of Article (1) of this contract. All amounts charged to the account shall be considered an integral part of the loan.

	and-	Interest is charged on the daily debit balance of the account and is credited to the borrower monthly, while commissions of all kinds are paid or credited to the account in advance.

	Z-	The bank reserves the right to automatically adjust interest rates and fees, either increasing or decreasing them, or to change the pricing mechanism, without prior notice, in accordance with the rates it adopts from time to time. However, if interest rates and fees are set by the central bank, the facilities granted under this agreement shall be subject to the maximum interest and fee rates announced by the central bank.

	H-	The bank calculates interest on amounts credited to the borrower starting from the date of crediting them. As for amounts credited to the borrower, interest on them does not cease except from the first working day following the date of crediting if these amounts are cash payments, but if they are commercial papers , then from the first working day following the date of collection.

	T-	If the borrower is late in paying on the due date, the bank is entitled to collect additional interest (late payment and overpayment interest) at a rate of 2% or sufficient to raise the interest rate to the highest announced limit of the prevailing interest rate on facilities of similar term, whichever is higher, as well as collecting a late payment and overpayment commission at a rate of 1%.
	Y-	If the borrower fails to pay the interest due on the loan on its due dates, this interest becomes part of the principal debt owed to the bank.

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	Q-	If the account balance becomes a credit, the bank does not owe the borrower any interest for the entire period during which the balance remains a credit.

	to-	The bank has the right at any time to open one or more sub-accounts for the borrower in order to allocate the sub-account to a specific project or a specific banking transaction. The bank also has the right to cancel the sub-account at any time and transfer any balance in it to the main account.

	m-	has the right at any time and without stating reasons to reduce the value of the credit facilities granted to the borrower, or to freeze them or part of them without the need for any prior notice. In this case, this shall be communicated to the borrower and the guarantors at the address agreed upon in this agreement.

Article (3):

	-	It is understood and agreed that deposit and payment operations are carried out through the sub-account that the bank opens for the borrower (sub-current account).

	-	It is understood and agreed that the borrower has the right to request an amendment to the withdrawal period from the facilities by means of a written request issued by him, provided that the bank approves.

Article (4)

	A-	The borrower authorizes the bank to credit the loan amount to the current account that the bank opens for the borrower, and this is considered an acknowledgment by the borrower of receiving the loan amount.

	for-	The borrower shall be absolutely responsible for any withdrawal from the loan, and this responsibility includes all cases in which his signature may be alleged to have been forged, whether by an employee of his or by any other person. The borrower shall bear full responsibility for the error in the aforementioned regard unless there is a gross error on the part of the bank.
Article (5) : Payment conditions:

	-	The borrower undertakes to repay each financing transaction carried out within the above limit after 180 days from the date of financing or upon receipt of the dues of the incoming credits, whichever comes first.

	-	The borrower undertakes to pay the interest due on the loan monthly from his own resources.

	-	The borrower undertakes to pay the interest accrued on these facilities monthly, starting from the date of implementation of this agreement, through the bank’s automated systems and crediting the borrower’s account according to the terms of this agreement.

	-	The determination of the number of installments, their value, and the method of payment as stated in this agreement does not constitute a definitive determination. Rather, the method of payment may be modified based on the borrower’s request and with the bank’s approval. This modification is considered binding on the borrower and the guarantors, whether by increasing or decreasing the loan period , increasing or decreasing the value of the installment, and even the full payment of these facilities and the interest and commissions resulting from them, and even the full payment without the need to sign any addenda or agreements.

In case of early repayment, the bank will charge an early repayment penalty (commission) as follows:

	-	bank charges an early repayment fee of up to 1% if the remaining term of the loan is more than one year.

	-	The bank does not charge an early repayment fee if the remaining loan term is one year or less.

	-	If the second party makes full or partial repayment of the loan granted during the loan term, they are obligated to pay all fees and expenses paid by the first party on their behalf in order to grant this loan.

	-	The determination of the number of installments, their value, and the method of payment as stated in the above article does not constitute a definitive determination of the second party’s obligation towards the first party, nor does it prejudice the first party’s right to collect any other amounts from the second party when conducting the final liquidation of the loan.

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Article (6) : Guarantees:

	A-	The borrower undertakes to provide the following guarantees CORPORATE GURANTEE :	.كفالة الشركة جرش هولدنجر يو اس انك (امريكي الجنسيه ) بموجب

	for-	It is understood and agreed upon by the parties that these facilities should be secured by current or future mortgages. The loan offered to the bank by the borrower will have the same terms and privileges, and as long as all credit facilities granted to the borrower remain in place.

	C-	It is understood and agreed upon by the parties that these facilities should be secured by current or future mortgages. The property offered to the bank and owned by the real estate guarantor is the same Grades and privileges , and as long as all credit facilities granted to the borrower remain in place, as evidenced by a written statement issued by the real estate guarantor if needed.

	D-	The borrower authorizes the bank to renew the insurance policies provided in exchange for the facilities granted and assigned to the bank upon their expiry, and to charge the renewal installments, fees and expenses to any of his accounts.

	e-	The borrower undertakes to deposit its operating income in proportion to the bank’s share of the total facilities granted to it by banks, and not less than 20% of the value of its operating income. In his account with the bank, starting from the date of signing this agreement. If he does not comply with what is stated in this paragraph for a maximum of one month, the bank has the right to automatically and without notifying him to raise the interest rate by 1% on all credit facilities granted to him, starting from the beginning of the month following the end of the period of non-compliance stated in this article, without prejudice to the bank’s right to exercise its powers stated in this agreement or to consider all credit facilities and the interest and commissions due on them as immediately payable.

	and-	If the borrower fails to provide all and/or some of the guarantees mentioned above, the bank has the right not to disburse the loan amount and/or any part thereof and to consider this contract terminated by default without the need to take any legal action and without notifying the borrower of this.

	Z-	In the event that all or some of the movable or immovable assets placed as collateral for the facilities granted to the borrower are exhausted as a result of natural factors or as a result of a decrease in their value for any reason, the borrower shall be obligated to provide additional guarantees approved by the bank within seven days from the date of the bank’s request.

	H-	The borrower hereby authorizes the bank, under this agreement, with absolute and irrevocable authorization, to register the guarantees for the movable assets placed as security for the credit facilities with the Ministry of Industry and Trade/Register of Guarantees of Rights in Movable Assets or any other official body, and the borrower waives his right to adhere to any formal and/or substantive defense and/or defense of non-acceptance and/or fulfillment of all matters related to the registration of the guarantee and matters arising therefrom .

	T	The borrower authorizes the bank to charge any fees due for the declaration of the guarantee for the movable assets placed as security for the credit facilities to their account with the bank.

	your	The bank has the right, after (14) years have passed since the date of issuing the mortgage bonds secured against the borrower’s obligations, to request from Borrower Re-mortgaging the same guarantees and/or providing new mortgages, and the organization of new mortgage documents is not considered a waiver of existing mortgages, otherwise the debt secured by the mortgage or any part thereof is considered due and payable immediately without the need for prior notice or warning .

	m-	He pledges The borrower, under this agreement , makes a final and irrevocable undertaking to transfer all his sales proceeds from credit cards issued by all payment companies he currently deals with or will deal with in the future to his account with the bank, as long as the credit facilities granted to him remain in effect.

Article (7) :

First: If the facilities granted under this agreement relate to the issuance of guarantees , credits, or financing of tenders, agreements, or contracts, the borrower under this agreement undertakes a final and irrevocable undertaking to do the following:

	أ‌-	Transfer of all payments due for tenders, projects, contracts and agreements referred He must transfer the funds to his account at the bank by providing the bank with written documents and original transfers of rights issued by the entities awarding the tenders, which include their commitment to transfer all the borrower’s entitlements to his account at the bank.

	ب‌-	Under this agreement, the borrower undertakes to provide the bank with a written letter issued by the entities that referred the tenders, agreements, or contracts for which performance guarantees were issued, within two weeks from the date of issuance of the guarantee or within the period specified by the bank.

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	ت‌-	Keep transferring all incoming credit payments to his account at the bank as long as the credit facilities granted to the borrower remain in place.

	ث‌-	Under this agreement, the borrower assigns to the bank any outstanding payments related to tenders , agreements, contracts, or incoming letters of credit that are credited to his account, and authorizes the bank to use them to settle the credit facilities granted to him and any amounts due thereon.

Second: It is understood and agreed that the terms and conditions contained in this agreement apply to the borrower to the extent that they relate to and/or are compatible with the type of credit facility granted to him under this agreement.

Article (8) General Conditions:

1.	If the borrower fails to pay any installment or any amount due from him or any part thereof under this contract, the bank has the right, without restriction or condition, to demand from the borrower payment of the entire loan balance with interest, commissions and expenses due from him according to the bank’s records and accounts without the need for any prior ordinary or legal notice. It also has the right, in the event of the borrower’s breach of any of his financial obligations or violation of any provision of this contract or any of its annexes, to consider the entire loan due immediately. The bank also has the right to consider this loan due immediately if the second party does not comply with any of the obligations due from them to the bank or to third parties. This does not prejudice the bank’s right to collect its debt from the borrower’s other funds, whether they are in his possession or in the possession of a third party. In this case, the bank has the right to take all legal measures that it deems appropriate in order to collect all amounts due to it under this contract without the need for prior notice .

2.	The borrower acknowledges and admits the accuracy of the account if he does not submit an objection to the account statement sent to him by regular mail to his address registered in the bank’s books or by email within fifteen days from the date of sending the statement. He is not entitled to object thereafter, and his failure to object is considered an irrevocable acknowledgment of his agreement to the accuracy of the account.

3.	The borrower acknowledges and recognizes that the bank’s books and accounts are conclusive evidence of the amounts due or that will be due to the bank under this loan, along with any associated interest, commissions, and expenses. He declares that the bank’s records and accounts are final and correct with respect to him. He agrees to consider the letters, telegrams, telexes , microfilms, computer extracts, photocopies , and faxes provided by the bank concerning its files, records, books, and accounts as legal means of proof and as conclusive evidence of the accuracy of what is contained therein. He also waives in advance any legal right that would allow them to request the production and/or audit of the bank’s accounts and records by any court, and he forfeits his right to any request to produce the bank’s books or records, or any documents, images, extracts, microfilms, faxes, and telexes pertaining to the bank in connection with the loan granted, before any authority whatsoever.

4.	The borrower’s liability remains in effect and continues regardless of any modification in the nature of the borrower’s business or any change in the company’s contract, system, or board members, including converting the company from one type to another, changing or amending the company’s objectives, or changing the name of the sole proprietor or the name of the sole proprietor.

5.	The account is temporarily suspended at the end of each month to achieve the balance, and the bank rolls over the balance at the end of each month to the beginning of the following month.

6.	The borrower may request an extension of the granted facilities by submitting a written request, provided the bank approves. The same terms, guarantees, and undertakings apply to the extension . In this The agreement or as the bank deems appropriate.

7.	It is agreed between all parties to this contract that any excess or leniency granted by the bank to the borrower, explicitly or implicitly, whether in terms of the amount of the facilities, or in terms of the duration or otherwise, will not affect this contract. Rather, the contract remains in effect, and every excess or leniency is subject to all the provisions of this contract. It is also agreed that any excess permitted by the bank to the borrower, explicitly or implicitly, and whatever its amount, type, or duration, does not constitute an obligation on the bank to increase the amount of the facilities granted to the borrower by the amount of the excess or any part thereof, and does not give the borrower the right to dispose of, including withdraw, based on the existence of this excess. The bank also has the right at any time to demand that the borrower pay the excess immediately and without giving reasons. It is also agreed that the bank has the right to increase the amount of interest and commission in the event of the excess.

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8.	The texts of the forms used by the bank and signed in all transactions that have special forms are considered an integral part of this contract. In the event of a conflict between any text in any of these forms and any other text in this contract, the text that achieves the best interest for the bank shall be applied according to the bank’s absolute options. These forms include, but are not limited to, (documentary credit forms, ordinary guarantees, goods clearance guarantees, discounting of commercial papers, letters of guarantee, and others).

9.	If this contract, at the date of its drafting and signing, does not include one or some of the credit facilities stipulated therein or not stipulated therein, then the provisions of this contract shall apply to all credit facilities granted by the bank to the borrower during the term of this contract and any extension or renewal thereof. Credit facilities of any kind granted during this period shall be considered part of this contract as if they were granted at the date of its drafting and signing, and these facilities shall be secured by the existing guarantees.

10.	In addition to the powers and rights of the bank stipulated in this contract, the bank is entitled to exercise any rights and/or powers granted to it by law and banking and commercial customs.

12	A-	The borrower undertakes to inform the bank of any amendments or changes to his legal status with the Companies Registrar and to provide the bank with the documents relating to these amendments as they occur.

	for-	The borrower shall bear all damages and expenses incurred by the bank arising from the lack of evidence or undetected forgery, unless there has been gross negligence on the part of the bank.

	C-	The borrower waives his right to claim falsehood of the acknowledgment, or to plead non-acceptance and non-performance, or any other formal or substantive plea concerning the terms contained in this agreement.

13	A-	It is agreed that as long as this contract is in effect and until all amounts due to the bank are paid in full, the bank shall have a commercial lien and a general lien on the borrower’s assets, including cash, goods, bonds, commercial and financial shares, and precious metals, whether minted currency or otherwise, which are at any time in the possession of the bank, under its protection, or under its authority, or delivered to it, deposited with it, or registered in its name, as security for any amounts or obligations due or incurred now or that may become due or incurred in the future by the borrower. (For the purpose of this paragraph, the term “bank” includes all branches of the bank.) Accordingly, the borrower authorizes the bank to dispose of or sell all or some of the aforementioned assets in the manner and at the price it deems appropriate, without the need for prior notice or warning, without seeking the borrower’s prior consent, and without resorting to the courts to obtain permission or an order for the sale. The bank shall credit the proceeds of the sale to the account.

	for-	It is agreed that all deposit accounts and other accounts opened by the borrower with the bank or any of its branches, and all funds held in these accounts, shall remain pledged to the bank as security. The bank is authorized by the borrower to debit these accounts at any time to recover the amounts owed by the borrower under this agreement. This authorization empowers the bank to exercise this right repeatedly and on multiple occasions without requiring the borrower’s prior consent.

	C-	All accounts opened in the borrower’s name, or that may be opened in the future, with the bank and/or any of its branches, in any currency, are considered mutually guaranteeing. The bank has the right to withhold credit from any account until the debit balance of the account subject to this contract or any other debit account is settled. The bank may debit any account to settle the debit balance of the account subject to this contract and/or the debit balance of any other account. The bank also has the right to merge or consolidate all or any of the borrower’s open accounts into a single account and/or offset debit and credit balances.

	D-	The borrower authorizes the bank to credit to the account all amounts reserved in deposits and/or pledged and/or provided by him for a cash collateral account against banking facilities without the need to obtain the borrower’s approval. The bank has the absolute right to refuse withdrawal from the aforementioned amounts until the facilities subject to this contract or any other overdraft account are fully repaid.

	e	It is understood and agreed upon by the parties that the bank has the right at any time and without stating reasons to reduce the value of the credit facilities granted to the borrower, freeze them, or freeze part of them without the need for any prior notice. In this case, the borrower and guarantors shall be notified.

	And-	The certificate of deposit issued in the name of the borrower or endorsed by any of them and held by the bank is considered a guarantee of the facilities granted under this contract. The bank has the right to record its value and the interest accrued on its due date in the account to settle the debit balance and/or any excess thereof. If it is not recorded, the bank shall renew it time after time and keep it until the full payment of the aforementioned facilities.

14	This contract is considered valid and complete in all or any of the following cases:

	A-	If it is stated in the introduction of the contract that the borrower is more than one person and the number of people signing as clients is less than the number of names mentioned in the introduction, then the important thing is the signature, and the borrower is considered to be only the person who signed or only the people who signed, and no deficiency in the signature is cited.

	b)	If there are more than one borrower in this agreement and the obligation of any of them is cancelled or invalidated for any reason, this does not affect the validity of the agreement and the obligation of the remaining borrowers. The agreement remains valid as if the cancellation or invalidation did not occur, and the remaining borrowers remain jointly and severally obligated to repay this loan and what is due on it of interest and commissions until full repayment.

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15	It is agreed upon by all parties to this contract:

	A-	Any request, notice, or communication issued by the Bank to the Borrower concerning any matter relating to this Agreement shall be deemed to have been communicated to the Borrower if it is sent by regular mail , fax, telex, email, or delivered by hand to the address chosen by the Borrower mentioned in this Agreement.

	for-	Any request, notice, or notification sent by the bank to the borrower or to any of the persons who make up the borrower’s two teams (in the case of multiple persons in each team) shall be deemed to have been sent to all of them and to each one of them, and notification to any one of them in accordance with the provisions of paragraph (a) above shall be deemed to have been notification to all of them.

	C-	The parties to this contract waive the right to have notices, warnings and/or notices served by a notary public.

	D-	The borrower declares that he releases the bank from giving him any notice arising from this contract or required by law for the benefit of the borrower.

	e-	The bank’s records of incoming and outgoing transactions are considered conclusive and binding on the borrower regarding the accuracy of what is recorded therein, including the following:

	1-	Sending any books , notices, requests, or notifications to the borrower.

	2-	Receiving any books , notices, requests, or notifications for the borrower.

16		Subject to the following terms and conditions, this agreement is binding on the parties and their successors and successors, however:

	1	The borrower may not assign or transfer any of his rights or obligations under this agreement to a third party without obtaining prior written consent from the bank.

	2-	The bank may, at any time, assign its rights and/or any or part thereof against the borrower to any third party, whether a bank or otherwise, and/or to more than one party, individually or collectively, and whether affiliated or unaffiliated with the bank, with all or some of the secured securities, without requiring the borrower’s consent or notification. The borrower authorizes the bank to disclose all terms, information, data, and studies obtained without any liability on the part of the bank. The borrower acknowledges their prior consent to the transfer becoming effective immediately upon its conclusion between the bank and the assignee, regardless of their prior knowledge of it. The assignee and the borrower are bound by all duties, obligations, and conditions stipulated and agreed upon between the borrower and the bank, as if the assignee had been a principal party to the agreement from the time of its signing, up to the value of the transfer and its associated interest, commissions, and expenses.

17.		The second party undertakes to pay its obligations, including interest, commissions, and any expenses, as an integral part of the original debt, and authorizes the first party to credit it to the loan account and/or any other account with the first party or any of its branches (whether such account is open or opened specifically for this purpose).

18.		The first party has the right to offset the credit and debit balances of the second party’s accounts and/or transfer balances from one account to another, including transferring the entire loan amount to an account under liquidation and/or seizing any amount due or to be due to them, whether held by the first party or any other person, until its rights are satisfied. The second party’s signature on this agreement constitutes prior authorization for the first party to take these actions at any time it deems appropriate, while all cash, real estate, in-kind, and/or personal guarantees for the loan remain in effect as they are until full repayment. The second party declares that it understands and agrees to the provisions of this article .

19		The bank has the right at any time to verify that the borrower is allocating and using the financing granted under this agreement for the purpose or purposes for which it was granted, by all means it deems appropriate. The bank also has the right to directly supervise project expenditures and to appoint whomever it deems suitable to authorize project disbursements, without the bank bearing any responsibility for the project’s final outcome, as the borrower remains fully responsible for the project’s management and proper execution. Furthermore, the bank has the right to appoint engineers to inspect the project and/or the financed projects, and the borrower is obligated to provide them with all necessary facilities to enable them to ascertain the project’s status and progress. The borrower also undertakes to provide facilities for the bank’s representatives to inspect and audit its accounts and records whenever deemed necessary, without prior notice. The borrower must obtain prior consent, and the bank has the right to appoint one or more custodians to guard and monitor the guarantees and mortgages provided by the borrower and to charge any resulting expenses to the loan account.

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20		The second party acknowledges that it is the owner of the mortgaged properties in favor of the first party, that they are free from any dispute or contrary claim, that they are not subject to any lien that reduces or weakens the value of the insurance placed on them in favor of the first party, and that the taxes due on them have been paid up to the date of signing this agreement.

21		This agreement does not give the borrower the absolute right to use the entire loan, and the bank has the right at any time to refuse to accept or disburse any withdrawal from the account.

22	A-	The second party agrees to pledge the goods of the documentary credits financed under this contract as a possessory pledge in favor of the first party. The second party acknowledges under this contract the creation of a possessory pledge in favor of the first party in the legal sense on the goods of the credits as security for the repayment of the loan and all its related interest, commissions and expenses.

	for-	The second party acknowledges that these goods are its sole property, free from any disputes, opposition, or competition from anyone.

	C-	The second party has the right, with the approval of the first party, to withdraw the goods stored in the bonded warehouse gradually or completely, provided that the share of the withdrawn goods and the interest and commissions due on them are paid to the account of this loan granted for this purpose and before delivery.

	Dr.	The second party shall bear the storage costs and fees incurred for the goods stored in the bonded warehouse , as well as the customs duties and/or any fees or taxes of any kind that may be levied on the goods.

23	The bank has the right, at any time, whether it has filed a lawsuit against the borrower, during litigation, before or after a judgment is issued, to sell any movable or immovable property mortgaged or secured in its favor, and any other assets it is permitted to sell. The bank shall credit the proceeds of the sale to the account. Each borrower declares that they irrevocably and in advance waive any legal or contractual right that would allow them to object to the sale or request its suspension until a final judgment is issued against them. The bank also has the right, while executing against the borrower’s movable and immovable property, to file a lawsuit against the borrower in court. Each borrower declares in advance that they waive any right that would allow them to challenge or object to the filing of such lawsuits.

24.	A-	If this agreement is signed by more than one person as a borrower, all signatories shall be jointly and severally liable to the bank, individually and collectively, for repaying the amounts due to the bank under this agreement.

	for-	Since this agreement consists of several pages, it must be signed by all parties on all its pages, and the borrower has no right to challenge any page of this agreement on the grounds of not having signed it.

	C-	The borrower’s signature on this agreement shall be considered as authorization, consent, waiver and assignment from him in all cases where the text in any of the articles of this agreement mentions consent , authorization, assignment or waiver.

	D-	Each borrower declares that he/she irrevocably waives to the bank all rights and defenses he/she could have exercised against the bank were it not for this waiver.

25.	The second team confirms the following facts:

	A-	He has the authority to contract and is authorized to exercise all the rights and perform all the obligations stipulated in this agreement, and he has taken all the necessary measures to organize, sign and implement it.

	for-	أ‌.	He has not and will not breach or abandon any of his obligations in any contract to which he is a party, and there are no pending lawsuits or arbitration proceedings against him that would threaten his existence or assets or have negative consequences for his business or assets.
	C-	He will not undertake any obligations that affect his obligations under this Agreement or limit his ability to fulfill the obligations arising from or incurred by it.

	D-	It is not necessary for the legality, validity, enforceability, or admissibility of this Agreement as legally acceptable evidence in any judicial proceedings that it be registered with any entity or authority in the Hashemite Kingdom of Jordan.

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26.

Each of the parties undertakes, from the date of signing this agreement until the full payment of its obligations of the loan principal, interest, or commissions, to do the following: In the event of non-compliance, the bank has the right to consider the credit facilities granted to the borrower and any amounts due thereon as immediately due and payable without warning, notice, or any other action. Legal :

	A-	The loan must be used exclusively for the purposes for which it was granted or for the purpose approved by the bank in writing.

	for-	Not making any changes to the ownership structure, partners’ shares, or its basic or legal status without the knowledge of The first party and its prior written consent

	C-	The borrower shall maintain his movable and immovable assets throughout the term of this agreement and keep them in good condition. The borrower shall bear all expenses and costs of inspection, examination and monitoring incurred by the first party before or after granting this loan to inspect and monitor his assets.

	D-	It will not breach or abandon its obligations under any agreement to which it is a party.

	e-	Pay the stamp duties stipulated in this agreement.

	and-	Payment of fees, taxes, and returns of all kinds due or that may become due on the assets of (the borrower) to any official or private entity throughout the period of validity of this agreement.

	Z-	The borrower shall not mortgage any of its assets or obtain any other loan without the prior written consent of the first party. Any mortgage transaction or loan agreement entered into or established by the borrower in contravention of this condition shall be considered a breach of this agreement. Furthermore, the borrower shall not sell, gift, or assign in any way whatsoever its movable or immovable assets or any of its rights in any agencies , trademarks, distribution agreements, or any other real or intellectual property rights belonging to the borrower without the bank’s written consent. Prior to that.

	Y-	Use any cash surpluses generated as a result of better-than-expected cash flow to reduce the loan.

	your-	No merger in any way with or into any company, or conversion or change of its legal status, or amendment of its articles of association, articles of incorporation, authorized signatories, or in the event of the entry of new partners or the withdrawal of current partners, or change of partners’ shares, or any other modifications to its legal status, whatever the reasons, except with the prior written consent of the first party.

27.	If, between the date of signing this agreement and the date of full payment, any changes occur in the applicable Jordanian laws or in any administrative instructions having the force of law, or in their interpretation by a competent authority, and such changes are such:

	A-	To impose a tax on banks on any payments due from the borrower or

	for-	To impose additional conditions on banks regarding the implementation of this agreement or

	C-	To increase the cost of financing this loan or continuing to finance it, or

	D-	the bank’s returns from this loan or to negatively affect the interest rate.

	e-	To make continuing to finance the loan subject to this agreement difficult or costly. The bank has the right – within seven working days of the change occurring – to demand that the borrower bear the cost and consequences of this change from the date it was imposed. If the borrower refuses, he must repay the loan and interest within a period not exceeding thirty working days from the date he is notified of the change occurring.

Page 9 of 11

Agreement to grant credit facilities

28.	The second party is considered to be in default and in breach of contract if any of the following violations are committed:

	A-	Using all or part of the loan for purposes other than those for which it was granted / or

	for	Failure to implement the funded project / or

	C-	Failure to maintain the guarantees of various types and forms established to secure the debt of the first party / or

	D-	Failure to notify the first party in writing of any damage or loss to the collateral pledged/held in its favor and placed As security for his debt, within a week at most from the date of the damage or loss/or

	e-	Renting or disposing of the property financed by the first party without the first party’s prior written consent / or

	and-	Breach of any condition/article of this agreement and/or the instructions of the first party in force/or

	Z-	The second party’s failure to meet any financial obligations that may be incurred by any of them with Union Bank or with third parties

	Y-	In the event that the mortgage is fully or partially released from the mortgaged collateral for the purpose of selling it and collecting its value to reduce the obligations of the second party, and the sale is not carried out for any reason.

29.	The first party has the right to terminate this contract and consider the loan immediately due and payable without resorting to the court in any of the following cases:

	A-	If the first team discovers that any member of the second team is listed on any of the prohibited lists.

	for	If any of the documents submitted to obtain this loan, or the guarantees and undertakings provided, are found to be incorrect.

	C-	In the event that either party breaches any of its obligations or commitments contained in this contract

30.	The first party acknowledges that the data and information obtained from the second party within the framework of the contractual relationship is subject to the provisions of banking secrecy stipulated in the applicable banking law.

Page 10 of 11

Agreement to grant credit facilities

31.

The second party acknowledges that they have the right, in the event of any complaint related to this contract, to submit this complaint to the Customer Complaints Unit at the General Administration of the first party, which is concerned with handling customer complaints, as announced at the branches of the first party, and the bank will investigate the complaint and verify its validity.

32.	The second team authorizes the first team to do the following:

	-	By giving any information, documents or statements related to the loan granted to them to any entity, regardless of the nature of its work, whether it is a commercial company, a sole proprietorship or a government entity, and whether it is an official or unofficial entity, for the purposes of the first party carrying out collection and/or inquiry, and without any liability on the part of the first party of any kind resulting from giving any information, documents or statements related to us to any entity, regardless of what it is, with which the first party wishes to deal and/or contract in the field of amicable or judicial collection or inquiry of all kinds and with all different entities.

	-	By inquiring, reviewing, disclosing, providing, and exchanging credit information and/or other information about us with CRIF Jordan and/or any other entity licensed to operate as a credit information company , we also agree to you providing the aforementioned company /companies with information about the facilities granted to us by you and/or that may be granted to us by you from time to time in terms of their type and/or amount and/or due date and/or the terms and/or guarantees related to them of all kinds and/or the mechanism of their repayment and/or the extent of our commitment to that and/or any other information that you request from time to time.

33.	Each borrower declares the following:

	A	The borrower’s address is:	60 عمان – - سحاب – التجمعات الصناعيه – شارع رقم

	This address remains valid unless the borrower notifies the bank of a change by means of a registered letter indicating the new address.

	for	All judicial notices and/or anything issued by the bank to each of the borrowers shall be accepted with respect to him or at his address mentioned above.

	C	The law that governs this contract is Jordanian law.

	d	The courts of Central Amman/Al-Abdali shall have jurisdiction to consider and decide any dispute arising from the interpretation or implementation of the provisions of this agreement. However, the bank has the right to sue the borrower in any other court with territorial jurisdiction if it so wishes.

	e	Notwithstanding what is stated in this Article, the Bank has the right to exercise its right to sue in any country it chooses or in any country where the borrower has come to reside or is located . Furthermore, sue in one country does not preclude the right to sue at the same time or at any time in another country or more.

34 .

This contract was drawn up on an original copy which was kept by the bank. Each party received a photocopy of it. For all purposes, including litigation, the original signed copy held by the bank shall be considered valid. The borrower declares that he has read this contract before signing it, that he has understood and comprehended it clearly and fully, and that he has agreed to all its contents and is fully and irrevocably bound by what is stated therein.

35.	This contract was drawn up and signed on [date]

It is hereinafter referred to as “the Bank” and is represented by:	Team 1/Lender:	Union Bank

the signature :		Mrs):

the signature :		Mrs):

Jerash Clothing and Fashion Manufacturing Company	Second team /Borrower (Company) :

the signature:		Mrs):

the signature:		Mrs):

the signature:		Mrs):

Signed by Mr. ............................................. as a Borrower after the content of the Loan Agreement with all its terms and conditions was recited to him and hereby the Borrower agreed on the content of the Loan Agreement

Page 11 of 11

EX-31.1 3 ea026362101ex31-1_jerash.htm CERTIFICATION

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Choi Lin Hung, certify that:

1.	I have reviewed this report on Form 10-Q of Jerash Holdings (US), Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2025

/s/ Choi Lin Hung
Choi Lin Hung
Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer (Principal Executive Officer)

EX-31.2 4 ea026362101ex31-2_jerash.htm CERTIFICATION

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gilbert K. Lee, certify that:

1.	I have reviewed this report on Form 10-Q of Jerash Holdings (US), Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2025

/s/ Gilbert K. Lee
Gilbert K. Lee
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

EX-32.1 5 ea026362101ex32-1_jerash.htm CERTIFICATION

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned hereby certifies, in his capacity as an officer of Jerash Holdings (US), Inc. (the “Company”), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:

(1)	The Quarterly Report of the Company on Form 10-Q for the three months ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2025

/s/ Choi Lin Hung
Choi Lin Hung
Chairman of the Board of Directors, Chief Executive Officer, President, and Treasurer (Principal Executive Officer and Director)

The foregoing certification is being furnished solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and is not being filed as part of a separate disclosure document.

EX-32.2 6 ea026362101ex32-2_jerash.htm CERTIFICATION

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(1)	The Quarterly Report of the Company on Form 10-Q for the three months ended September 30, 2025 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 12, 2025

/s/ Gilbert K. Lee
Gilbert K. Lee
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)