The following discussion and analysis should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this Quarterly Report on Form 10-Q.



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,
2022 and in subsequent reports that we file with the U.S. Securities and
Exchange Commission (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, 2022, filed with the SEC on June 27, 2022. References to
fiscal 2023 and fiscal 2022 in this Management's Discussion and Analysis of
Financial Condition and Results of Operations refer to our fiscal year ending
March 31, 2023, and fiscal year ended March 31, 2022, respectively.



                                       24





Results of Operations


Three months ended December 31, 2022 and 2021

The following table summarizes the results of our operations during the three-month periods ended December 31, 2022 and 2021, 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               Three Months Ended               Period over Period
                             December 31, 2022                December 31, 2021               Increase (Decrease)

Statement of Income                          As %                             As %
Data:                      Amount          of Sales         Amount          of Sales         Amount              %
Revenue                 $     43,027             100 %   $     36,815             100 %   $      6,212              17 %
Cost of goods sold            37,230              87 %         29,905              81 %          7,325              24 %
Gross profit                   5,797              13 %          6,910              19 %         (1,113 )           (16 )%

Selling, general and
administrative
expenses                       4,470              10 %          4,185              12 %            285               7 %

Stock-based


compensation expenses              -               - %            319               1 %           (319 )             -
Other expenses, net              112               - %             80               - %             32              40 %
Net income before
taxation                $      1,215               3 %   $      2,326               6 %   $     (1,111 )           (48 )%
Income tax expenses              324               1 %            651               1 %           (327 )           (50 )%
Net income              $        891               2 %   $      1,675               5 %   $       (784 )           (47 )%




Revenue. Revenue increased by approximately $6.2 million, or 17%, to $43.0
million, for the three months ended December 31, 2022, from approximately $36.8
million for the same period in fiscal 2022. The increase was mainly due to
substantial increases in local sales in Jordan and sales to Hong Kong customers
that more than offset slight decreases in our two major U.S. customers.



The following table outlines the dollar amount and percentage of total sales to our customers for the three months ended December 31, 2022 and 2021.





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



                                               Three Months Ended              Three Months Ended
                                                December 31, 2022               December 31, 2021
                                              Sales                           Sales
                                              Amount             %            Amount             %

VF Corporation (1)                         $     18,642             43 %   $     19,624             53 %
New Balance                                       8,667             20 %          9,905             27 %
Jiangsu Guotai Huasheng Industrial Co
(HK)., Ltd                                        8,273             19 %          3,245              9 %
Dynamic Design Enterprise, Inc                    4,103             10 %   

      2,013              5 %
G-III                                             1,007              2 %          1,422              4 %
Others                                            2,335              6 %            606              2 %
Total                                      $     43,027            100 %   $     36,815            100 %



(1) A large portion of our products are sold under The North Face brand that is


     owned by VF Corporation.




                          Revenue by Geographic Area

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



                  Three Months Ended          Three Months Ended          

Period over Period


                   December 31, 2022           December 31, 2021          Increase (Decrease)
Region             Amount           %          Amount           %         Amount            %
United States   $     33,091         77 %   $     32,964         90 %   $       127            0 %
Hong Kong              8,278         19 %   $      3,245          9 %         5,033          155 %
Jordan                 1,642          4 %            268          0 %         1,374          513 %
Others                    16          0 %            338          1 %          (322 )        (95 )%
Total           $     43,027        100 %   $     36,815        100 %   $     6,212           17 %




Since January 2010, all apparel manufactured in Jordan can 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
provides us with substantial competitiveness and benefit that allowed us to
expand our garment export business in the U.S.



                                       25





The slight increase of approximately $0.1 million in sales to the U.S. during
the three months ended December 31, 2022, was mainly attributable to the
diversification of customer base in the market with expansion in sales to an
existing customer and introduction of a new customer.



During the three months ended December 31, 2022, aggregate sales to Hong Kong,
Jordan, and other locations, increased by 158% from approximately $3.9 million
to $9.9 million from the same period last year as more domestic orders were
received to fill up capacity released from lower demands from U.S. customers.



Cost of goods sold. Following the increase in sales revenue, our cost of goods
sold increased by approximately $7.3 million, or 24%, to approximately $37.2
million, for the three months ended December 31, 2022, from approximately $29.9
million for the same period in fiscal 2022. As a percentage of revenue, the cost
of goods sold increased by approximately 6% points to 87% for the three months
ended December 31, 2022 from 81% for the same period in fiscal 2022. The
increase in cost of goods sold as a percentage of revenue was primarily
attributable to the higher proportion of non-U.S. orders that typically generate
lower margin.


For the three months ended December 31, 2022, we purchased 28%, of our garments from one major supplier. For the three months ended December 31, 2021, we purchased 53% and 22% of our garments and raw materials from two major suppliers, respectively.





Gross profit margin. Gross profit margin was approximately 13% for the three
months ended December 31, 2022, which decreased by 6% points from 19% for the
same period in fiscal 2022. The decrease in gross profit margin was primarily
driven by the lower proportion of export orders to the U.S. that typically
generate higher margin.



Operating expenses. Operating expenses maintained to approximately $4.5 million
for the three months ended December 31, 2022, as compared for the same period of
2021.


Other expenses, net. Other expenses, net was approximately $112,000 for the three months ended December 31, 2022, as compared to other expenses, net of approximately $80,000 for the same period in fiscal 2022. The increase was primarily due to an increase in interest expenses.





Income tax expenses. Income tax expenses for the three months ended December 31,
2022 were approximately $0.3 million compared to income tax expenses of
approximately $0.7 million for the same period in fiscal 2022. The decrease in
the effective tax rate mainly resulted from the decrease of net loss in China,
offsetting the increase of corporate income tax rate in Jordan from a combined
rate of 17% to 19% or 21% since January 1, 2022, and the increase in valuation
allowance provided on deferred tax assets related to increased operating losses
in our U.S. entities. The effective tax rate was 26.7% for the three months
ended December 31, 2022, as compared to 28.0% for the three months ended
December 31, 2021.



Net income. Net income for the three months ended December 31, 2022 was approximately $0.9 million compared to net income of approximately $1.7 million for the same period in fiscal 2022. The decrease was mainly attributable to lower sales to two of our major export customers.

Nine months ended December 31, 2022 and 2021

The following table summarizes the results of our operations during the nine-month periods ended December 31, 2022 and 2021, 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)



                             Nine Months Ended               Nine Months Ended               Period over Period
                             December 31, 2022               December 31, 2021              Increase (Decrease)

Statement of Income                         As %                            As %
Data:                      Amount         of Sales         Amount         of Sales         Amount              %
Revenue                 $    114,289            100 %   $    112,415            100 %   $      1,874               2 %
Cost of goods sold            94,952             83 %         89,769             80 %          5,183               6 %
Gross profit                  19,337             17 %         22,646             20 %         (3,309 )           (15 )%

Selling, general, and
administrative
expenses                      12,797             12 %         11,648             10 %          1,149              10 %
Stock-based
compensation expenses            295              0 %            635              1 %           (340 )           (54 )%
Other expenses, net              245              0 %            193              0 %             52              27 %
Net income before
taxation                $      6,000              5 %   $     10,170              9 %   $     (4,170 )           (41 )%
Income tax expenses            1,596              1 %          2,119              2 %           (523 )           (25 )%
Net income              $      4,404              4 %   $      8,051              7 %   $     (3,647 )           (45 )%




                                       26





Revenue. Revenue increased by approximately $1.9 million, or 2%, to $114.3
million, for the nine months ended December 31, 2022, from approximately $112.4
million for the same period in fiscal 2022. The increase was mainly due to an
increase of total sales to customers in Hong Kong, Jordan and other locations
offsetting the decrease in sales to two of our major customers in the U.S.

The following table outlines the dollar amount and percentage of total sales to our customers for the nine months ended December 31, 2022 and 2021, respectively.





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



                                               Nine Months Ended              Nine Months Ended
                                               December 31, 2022              December 31, 2021
                                              Sales                          Sales
                                              Amount            %            Amount            %
VF Corporation(1)                          $     65,001            57 %   $     76,308            68 %
New Balance                                      20,145            18 %         25,589            23 %
Jiangsu Guotai Huasheng Industrial Co
(HK)., Ltd                                        9,002             8 %          3,245             3 %
Dynamic Design Enterprise, Inc                    8,175             7 %    

     2,207             2 %
G-III                                             4,959             4 %          2,434             2 %
Classic                                           1,581             1 %              -             - %
Soriana                                             954             1 %          1,487             1 %
Others                                            4,472             4 %          1,145             1 %
Total                                      $    114,289           100 %   $    112,415           100 %



(1) A large portion of our products are sold under The North Face brand that is


    owned by VF Corporation.




                           Revenue by Geographic Area

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



                  Nine Months Ended          Nine Months Ended          

Period over Period


                  December 31, 2022          December 31, 2021          Increase (Decrease)
Region             Amount          %          Amount          %          Amount            %
United States   $     99,599        87 %   $    106,657        95 %   $     (7,058 )        (7 )%
Hong Kong              9,021         8 %          3,252         3 %          5,769         177 %
Jordan                 4,398         4 %            569         0 %          3,829         673 %
Others                 1,271         1 %          1,937         2 %           (666 )       (34 )%
Total           $    114,289       100 %   $    112,415       100 %   $      1,874           2 %




Since January 2010, all apparel manufactured in Jordan can 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
provides us with substantial competitiveness and benefit that allowed us to
expand our garment export business in the U.S.



The decrease of approximately 7% in sales to the U.S. during the nine months
ended December 31, 2022 was mainly attributable to the decrease in sales to our
two major customers in the U.S. due to higher inflation and general inventory
levels.



During the nine months ended December 31, 2022, aggregate sales to Hong Kong,
Jordan, and other locations, increased by 155% from approximately $5.8 million
to $14.7 million from the same period last year as our factories took up more
domestic orders to fill up the production capacity released from lower demands
from the U.S.



Cost of goods sold. Following the increase in sales revenue, our cost of goods
sold increased by approximately $5.2 million, or 6%, to approximately $95.0
million for the nine months ended December 31, 2022 from approximately $89.8
million for the same period in fiscal 2022. As a percentage of revenue, the cost
of goods sold increased by approximately 3% points to 83% for the nine months
ended December 31, 2022 from 80% for the same period in fiscal 2022. The
increase in cost of goods sold as a percentage of revenue was primarily
attributable to a higher proportion of sales to domestic and non-U.S. customers
that typically generate lower margin.



                                       27





For the nine months ended December 31, 2022, we purchased 13% and 10% of our
garments and raw materials from two major suppliers, respectively. For the nine
months ended December 31, 2021, we purchased 20% and 10% of our garments and raw
materials from two major suppliers, respectively.



Gross profit margin. Gross profit margin was approximately 17% for the nine
months ended December 31, 2022, which decreased by 3% points from 20% for the
same period in fiscal 2022. The decrease in gross profit margin was primarily
driven by a lower proportion of export orders to the U.S. that typically
generate higher gross margin.



Operating expenses. Operating expenses increased by approximately 6.6% from
approximately $12.3 million for the nine months ended December 31, 2021, to
approximately $13.1 million for the nine months ended December 31, 2022. The
increase was primarily due to an increase in headcounts from the acquisition of
MK Garments, and an increase in expenses in relation to foreign worker
travelling expenses for the expansion in total group workforce to 5,600 as

of
December 31, 2022.



Other expenses net. Other expenses, net was approximately $245,000 for the nine
months ended December 31, 2022, as compared to other expenses, net of
approximately $193,000 for the same period in fiscal 2022. The increase in other
expenses was primarily due to the increase in net interest expenses.



Income tax expenses. Income tax expenses for the nine months ended December 31,
2022 were approximately $1.6 million compared to income tax expenses of
approximately $2.1 million for the same period in fiscal 2022. The increase in
the effective tax rate mainly resulted from the increase of corporate income tax
rate in Jordan from a combined rate of 17% to 19% or 21% since January 1, 2022,
and the increase in valuation allowance provided on deferred tax assets related
to increased operating losses in our U.S. entities. The effective tax rate was
up to 26.6% for the nine months ended December 31, 2022, compared to 20.8% for
the nine months ended December 31, 2021.



Net income. Net income for the nine months ended December 31, 2022 was approximately $4.4 million compared to net income of approximately $8.1 million for the same period in fiscal 2022. The decrease was mainly attributable to lower sales to two of our major export customers.

Liquidity and Capital Resources

Jerash Holdings (US), Inc. is a holding company incorporated in Delaware. As a
holding company, we rely on dividends and other distributions from our Jordanian
and Hong Kong subsidiaries to satisfy our liquidity requirements. Current
Jordanian regulations permit our Jordanian subsidiaries to pay dividends to us
only out of their accumulated profits, if any, determined in accordance with
Jordanian accounting standards and regulations. In addition, our Jordanian
subsidiaries are required to set aside at least 10% of their respective
accumulated profits each year, 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 (which generate revenue) 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 but no other profit.



As of December 31, 2022, we had cash of approximately $24.6 million and
restricted cash of approximately $1.6 million compared to cash of approximately
$25.2 million and restricted cash of approximately $1.4 million as of March 31,
2022. The slight decrease in total cash was mainly a result of the payments of
dividends and investment in capital expenditures in this period.



Our current assets as of December 31, 2022 were approximately $66.0 million and
our current liabilities were approximately $18.9 million, which resulted in a
ratio of approximately 3.5 to 1. As of March 31, 2022, our current assets were
approximately $69.9 million and our current liabilities were $14.1 million,
resulting in a ratio of 4.9 to 1.



The primary drivers in the decrease in current assets were the decrease in accounts receivables, inventory, cash for capital investments and dividend payments in this period.





                                       28





The primary driver in the increase in current liabilities was an increase in
outstanding under credit facilities financing the purchases of raw materials for
our orders.


Total equity as of December 31, 2022 was approximately $71.1 million compared to $69.3 million as of March 31, 2022.





We had net working capital of $47.1 million and $55.7 million as of December 31,
2022 and March 31, 2022, 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 of 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 LIBOR 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.


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



DBSHK Facility Letter



Pursuant to the DBSHK facility letter dated January 12, 2022, DBSHK provided a
bank facility of up to $5.0 million to Treasure Success. Pursuant to the
agreement, DBSHK agreed to finance cargo receipt, trust receipt, account payable
financing, and certain type of import invoice financing up to an aggregate of
$5.0 million. The DBSHK facility bears interest at 1.5% per annum over Hong Kong
Interbank Offered Rate for HKD bills and 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 December 31, 2022
and March 31, 2022, we had approximately $4.4 million and $nil outstanding under
this DBSHK facility, respectively.



Nine months ended December 31, 2022 and 2021





The following table sets forth a summary of our cash flows for the periods
indicated:



                   (All amounts in thousands of U.S. dollars)



                                                        Nine months ended
                                                           December 31,
                                                        2022          2021
Net cash provided by operating activities             $   9,858     $ 

14,574


Net cash used in investing activities                   (11,372 )     (7,062 )
Net cash provided by financing activities                 1,469        

3,907


Effect of exchange rate changes on cash                    (296 )        

122

Net (decrease) increase in cash and restricted cash (341 ) 11,541 Cash and restricted cash, beginning of period

            26,583       

22,861


Cash and restricted cash, end of period               $  26,242     $ 34,402




                                       29





Operating Activities



Net cash provided by operating activities decreased by $4.7 million to $9.9
million for the nine months ended December 31, 2022, compared with $14.6 million
for the nine months ended December 31, 2021. It was primarily due to lower net
income of $3.6 million, less reduction in inventory of $2.0 million, an increase
in advance to suppliers of $5.9 million, partially offset by more reduction in
receivables of $1.8 million, and more increases in payables and accruals of
$4.9
million.



Investing Activities



Net cash used in investing activities was approximately $11.4 million for the
nine months ended December 31, 2022, compared to approximately $7.1 million in
the same period in fiscal 2022. The net cash used in investing activities in the
nine months ended December 31, 2022 was mainly used in investment in property,
plant, and machinery including the ongoing construction of a dormitory and
factory expansion, and considerations paid to acquire Ever Winland and Kawkab
Venus.



Financing Activities



Net cash provided by financing activities was approximately $1.5 million for the
nine months ended December 31, 2022, including dividend payments of
approximately $1.9 million, payments for share repurchase of approximately $0.8
million, and settlement to a related party of approximately $0.3 million,
offsetting by net proceeds from short-term loans of approximately $4.4 million.
There was a net cash inflow of approximately $3.9 million in the same period in
fiscal 2022, resulting from dividend payments and repayment of short-term loans
that were offset by a net proceed of $6.3 million from an issuance of common
stock.



Statutory Reserves



In accordance with the corporate law in Jordan, our subsidiaries 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 a
statutory surplus reserve until such reserve is equal to 50% of its registered
capital, in accordance with corporate laws in China. These reserves are not
available for dividend distribution. The statutory reserve was approximately
$0.4 million and approximately $0.3 million as of December 31, 2022 and 2021,
respectively.



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 December 31, 2022 and
2021.



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



                                                                    As of December 31,
                                                                    2022          2021
Statutory Reserves                                               $      379     $     346
Total Restricted Net Assets                                      $      379     $     346
Consolidated Net Assets                                          $   71,070

$ 70,020 Restricted Net Assets as Percentage of Consolidated Net Assets 0.53 % 0.49 %






Total restricted net assets accounted for approximately 0.53% of our
consolidated net assets as of December 31, 2022. 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.



                                       30





Capital Expenditures



We had capital expenditures of approximately $11.3 million and approximately
$5.0 million for the nine months ended December 31, 2022 and 2021, for plant and
machinery, the construction of a dormitory and factory expansion, and the
acquisitions of Ever Winland and Kawkab Venus, respectively. For the nine months
ended December 31, 2022, payments for additional plant and machinery,
construction of a dormitory and factory expansion, the acquisition of Kawkab
Venus, and the acquisition of Ever Winland amounted to approximately $0.5
million, $3.4 million, $2.7 million, and $5.1 million, respectively. For the
nine months ended December 31, 2021, payments for additional plant and
machinery, and payments to additional properties and leasehold improvements
amounted to approximately $1.9 million and $2.3 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 and we plan to begin construction
after a thorough and complete assessment of the impact of the current inflation
on customer demands.



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). We expect to
spend approximately $8.2 million in capital expenditures to build the dormitory.
Due to the ongoing COVID-19 pandemic, management decided to put on hold the
construction project in fiscal 2021 to retain financial resources to support our
operations, and also to wait and see how the global economy and customer demand
recover after the outbreak. The preparation work resumed in early 2021 and
construction work commenced in April 2021. As of December 31, 2022, we have
spent approximately $4.5 million on construction. The dormitory is expected to
be completed and ready for use in fiscal 2024.



On July 14, 2021, we, through our wholly owned subsidiary Jerash Garments,
entered into a Sale and Purchase Contract (the "Kawkab Agreement") with Kawkab
Venus Dowalyah Lisenaet Albesah (the "Kawkab Seller"). Pursuant to the Kawkab
Agreement, the Kawkab Seller agreed to sell, and Jerash Garments agreed to
purchase, 100% of the ownership interests in Kawkab Venus for a consideration of
$2.7 million. Kawkab Venus holds land with factory premises only, which are
leased to MK Garments. Kawkab Venus had no other significant assets or
liabilities and no operation activities or employees at the time of acquisition.
We completed this acquisition in August 2022.



In January 2022, we commenced a construction project of an expansion of our own
premises in Al Tajamouat Industrial City, Jordan. Through December 31, 2022, we
had paid approximately JOD 728,000 (approximately $1,027,000) and the entire
balance was recorded as construction in progress. The estimated construction
cost is approximately JOD 870,000 (approximately $1.2 million). We expect the
project to be completed and ready to use in fiscal 2023.



On June 22, 2022, Treasure Success entered into a Sale and Purchase Agreement
with Wong Bing Lun and Chow Lai Ming (the "Sellers"). Pursuant to the agreement,
the Sellers agreed to sell, and Treasure Success agreed to purchase, 100% of the
ownership interests and the Sellers' benefit of the shareholder/director loans
in Ever Winland for a consideration of HKD39.6 million (approximately $5.1
million). Ever Winland holds office premises, which are leased to Treasure
Success. Ever Winland had no other significant assets or liabilities and no
operation activities or employees at the time of acquisition. The acquisition
was completed on August 29, 2022.



We project that there will be an aggregate of approximately $14 million and $3
million of capital expenditures in the fiscal years ending March 31, 2023 and
2024, respectively, for further enhancement of production capacity to meet
future sales growth. We expect that our capital expenditures will increase in
the future as our business continues to develop and expand. We have used cash
generated from operations of our subsidiaries to fund our capital commitments in
the past and anticipate using such funds to fund capital expenditure commitments
in the future.


Off-balance Sheet Commitments and Arrangements





We have not entered into any other financial guarantees or other commitments to
guarantee the payment obligations of any third parties. In addition, we have not
entered into any derivative contracts that are indexed to our own shares and
classified as shareholders' equity, or that are not reflected in our
consolidated financial statements.



                                       31





Critical Accounting Policies



We prepare our 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. 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 believe that our accounting policies involve a higher degree of judgment and
complexity in their application and require us to make significant accounting
estimates. Accordingly, the policies we believe are the most critical to
understanding and evaluating our consolidated financial condition and results of
operations are summarized in "Note 2-Summary of Significant Accounting Policies"
in the notes to our unaudited condensed consolidated financial statements.

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.

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