The following discussion of our financial condition and results of operations
should be read in conjunction with our consolidated financial statements and the
related notes included elsewhere in this filing.



                               EXECUTIVE OVERVIEW



Overview


Through our wholly owned operating subsidiaries and VIE, we are principally engaged in the manufacturing and exporting of customized, ready-made sport and outerwear from knitted fabric and PPE produced in our facilities in Jordan.





We are an approved manufacturer of many well-known brands and retailers, such as
Walmart, Costco, New Balance, G-III (which owns brands such as Calvin Klein,
Tommy Hilfiger, DKNY, and Guess), American Eagle, VF Corporation (which operates
brands such as The North Face, Timberland, and JanSport). Our production
facilities are made up of four factory units, one workshop, and four warehouses
and currently employ approximately 4,300 people. The total annual capacity at
our facilities is approximately 12.0 million pieces (average for product
categories including t-shirts, polo shirts, pants, shorts, and jackets, and
excluding PPE).



Impact of COVID-19 on our business

Collectability of receivables. We had accounts receivable of $12.0 million as of March 31, 2021. Out of this $12.0 million, $11.8 million had been received through June 12, 2021. There was approximately $0.2 million overdue account receivable as of March 31, 2021.

Inventory. We had inventory of $25.0 million as of March 31, 2021. Most of them are for orders scheduled to be shipped within fiscal 2022.





                                       19



Investments. We acquired two pieces of land in fiscal 2020 for the construction
of dormitory and production facility. Due to the COVID-19 pandemic, the
management decided to hold off the construction in fiscal 2021. In April 2021,
we commenced the construction of a housing facility for our multi-national
workforce on the land. See "Item 1. Business"



Revenue. For fiscal 2021, annual sales was $90.2 million, which was $2.8
million, or approximately 3%, lower than $93.0 million for fiscal 2020. The
decrease was mainly due to the loss in productivity in the gradual resumption of
production in April 2020 after the national lockdown, the limitation in overtime
work, and the strengthened procedures in hygienic precautions. The aggregate
sales in the first two quarters of fiscal 2021 decreased by $7.3 million to
$45.8 from $53.1 million in the same period in fiscal 2020. The decrease was
mostly compensated by the increase in sales of $4.5 million in the second half
of fiscal 2021 to $44.4 million from $39.9 million in the same period in fiscal
2020. In addition, we managed to secure orders from new local customers that
helped mitigate the impact of slower sales to the U.S. market.



Liquidity/Going Concern. We had approximately $21.1 million of cash and cash
equivalent as of March 31, 2021. We had net current assets of approximately
$50.1 million with a current ratio of 4.5 to 1. In addition, we had banking
facilities with an aggregate limit of $26 million and $612,703 outstanding as of
March 31, 2021. Given the above, we believe that we will have sufficient
financial resources to maintain as a going concern in fiscal 2022.



Seasonality of Sales



A significant portion of our revenue is received during the first six months of
our fiscal year. The majority of our VF Corporation orders are derived from
winter season fashions, the sales of which occur in Spring and Summer and are
merchandized by VF Corporation during the months of September through November.
As such, the second half of our fiscal years reflect lower sales in anticipation
of the spring and summer seasons. One of our strategies is to increase sales
with other customers where clothing lines are stronger during the spring months.
This strategy also reflects our current plan to increase our number of customers
to mitigate our current concentration risk with VF Corporation.



                             Results of Operations



The following table presents certain information from our statement of income
for fiscal years 2021 and 2020 and should be read, along with all of the
information in this management's discussion and analysis, in conjunction with
the consolidated financial statements and related notes included elsewhere in
this filing.



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



                                    Fiscal Years Ended March 31,
                                  2021                         2020                    Year over Year

Statement of Income                    As % of                      As % of
Data:                    Amount         Sales         Amount         Sales          Amount           %
Revenue                 $  90,213            100 %   $  93,024            100 %   $   (2,811 )          (3 )%
Cost of goods sold         74,214             82 %      75,041             81 %         (827 )          (1 )%
Gross profit               15,999             18 %      17,983             19 %       (1,984 )         (11 )%
Selling, general and
administrative
expenses                   10,614             12 %      10,318             11 %          296             3 %
Other income
(expense), net                109              0 %         (21 )            0 %          130           619 %
Net income before
taxation                $   5,494              6 %   $   7,644              8 %   $   (2,150 )         (28 )%
Income tax expense          1,346              1 %       1,174              1 %          172            15 %
Net income              $   4,148              5 %   $   6,470              7 %   $   (2,322 )         (36 )%




Revenue. Revenue decreased by approximately $2.8 million, or 3%, to
approximately $90.2 million in fiscal 2021 from approximately $93.0 million in
fiscal 2020. The decrease was mainly the result of the loss in productivity in
the resumption of production in April 2020 after the national lockdown in
Jordan, the restriction in overtime work, and strengthened hygienic precautions.
Approximately 88% and 96% of our products were exported to the U.S. in fiscal
2021 and 2020, respectively.



                                       20


The table below presents our revenue for fiscal years 2021 and 2020 by geographic area.





                           Revenue by Geographic Area

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



                      Fiscal Years Ended March 31,
                       2021                   2020               Year over Year
Region           Amount        %        Amount        %        Amount         %
United States   $ 79,190        88 %   $ 89,123        96 %   $ (9,933 )       (11 )%
Jordan             5,703         6 %      3,738         4 %      1,965          53 %
Others             5,320         6 %        163         0 %      5,157       3,164 %
Total           $ 90,213       100 %   $ 93,024       100 %   $ (2,811 )        (3 )%




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. Our sales to the U.S. decreased
by approximately 11% in fiscal 2021 compared to fiscal 2020. According to the
Major Shippers Report issued by the Office of Textiles and Apparel under the
U.S. Department of Commerce dated May 4, 2021, U.S. apparel import from Jordan
decreased by approximately 22% from $1.83 billion in the fiscal year ended March
31, 2020 to approximately $1.43 billion in the fiscal year ended March 31, 2021.
Our sales decrease ratio has been lower than the industrial average decrease
ratio amid the COVID pandemic, and we expect we will still have plenty of room
to expand our garment export business in the U.S. in the long run, as Jerash
accounted for only approximately 6% of the total Jordanian garment exports to
the U.S. in fiscal 2021, according to data from the Major Shippers Report issued
by the U.S. Department of Commerce.



Cost of goods sold. Following the decrease in sales revenue, our cost of goods
sold decreased by approximately $0.8 million, or 1%, to approximately $74.2
million in fiscal 2021 from approximately $75.0 million in fiscal 2020. As a
percentage of revenue, the cost of goods sold increased by approximately 1%
point to 82% in fiscal 2021 from 81% in fiscal 2020. The increase in cost of
goods sold as a percentage of revenue was primarily attributable to the higher
proportion of local orders that typically have a lower average profit margin.



For the fiscal year ended March 31, 2021, we purchased approximately 13% of our
garments from one major supplier. For the fiscal year ended March 31, 2020, we
purchased approximately 22%, 16%, and 11% of our raw materials from three major
suppliers, respectively.



Gross profit margin. Gross profit margin was approximately 18% in fiscal 2021,
which decreased by approximately 1% point from 19% in fiscal 2020. The decrease
in gross profit margin was primarily driven by a higher proportion of local
orders that typically have a lower gross margin, and the loss in productivity in
April 2020 due to the national lockdown in Jordan.



Selling, general, and administrative expenses. Selling, general, and
administrative expenses increased by approximately 3% from approximately $10.3
million in fiscal 2020 to approximately $10.6 million in fiscal 2021. The slight
increase was mainly attributable to the increase in expenses for pandemic
precaution and the increase in headcounts to cater for sales growth in the
second half of the year.



Other income (expense), net. Other income, net was approximately $109,000 in
fiscal 2021 and other expenses, net was approximately $21,000 in fiscal 2020.
The increase in other income was primarily due to a return from short-term
investments that were realized during the year.



Net income before taxation. Net income before taxation for fiscal 2021 decreased
by approximately 28% from approximately $7.6 million to approximately $5.5
million. The decrease was mainly attributable to the lower unit sales price due
to higher proportion of local orders, the lower margin of local orders, the loss
of productivity in the national lockdown in April 2020, the increase in expenses
for pandemic precaution, and the increase in headcounts to cater for sales
growth in the second half of the year discussed above.



                                       21



U.S. taxation. Income tax expense for fiscal 2021 was approximately $1.3 million
compared to income tax expense of $1.2 million for fiscal 2020. The effective
tax rate was 24.5% and 15.4% for fiscal 2021 and 2020, respectively. The
increase of effective tax rate was caused by the increase in local tax rate in
Jordan, true up of Jordan tax for fiscal year 2019, and higher proportion of
losses in China, Hong Kong, and the U.S.



Jordan taxation. Jerash Garments, Jerash Embroidery, Chinese Garments,
Paramount, Jerash The First, and Victory Apparel are subject to the regulations
of Income Tax Department in Jordan. The corporate income tax rate has been 16%
for the industrial sector starting from January 1, 2021. In accordance with the
Investment Encouragement Law, Jerash Garments' export sales to overseas
customers are entitled to a 100% income tax exemption for a period of 10 years
commencing at the first day of production. This exemption was extended for five
years to December 31, 2018. Effective January 1, 2019, in accordance to
Development Zone law, Jerash Garments and its subsidiaries and VIE began paying
corporate income tax in Jordan at a rate of 10% plus a 1% social contribution.
The income tax rate increased to 14% plus 1% social contribution effective from
January 1, 2020. The tax income tax rate increased to 16% plus a 1% social
contribution effective from January 1, 2021. For fiscal 2021, our income tax in
Jordan was approximately $1,342,000.



Jerash Garments and its subsidiaries and VIE are subject to local sales tax of
16%. However, Jerash Garments was granted a sales tax exemption from the
Jordanian Investment Commission for the period June 1, 2015 to June 1, 2018 that
allowed Jerash Garments to make purchases with no sales tax charge. This
exemption was extended to February 5, 2022.



Hong Kong taxation.Treasure Success is registered in Hong Kong with an income
tax rate of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part
of assessable profits over HK$2,000,000. Treasure Success incurred no income tax
expense for fiscal 2021 and 2020 due to its operating loss. In accordance with
tax legislation in Hong Kong, the accumulated loss can be used to offset future
profit for income tax purposes.



PRC taxation.Jiangmen Treasure Success was established in the PRC and is subject to an income tax rate of 25%.





Net income. Net income for fiscal 2021 was approximately $4.1 million, a 36%
decrease from approximately $6.5 million for fiscal 2020. The decrease was
mainly attributable to the decrease in sales revenue and the increase in cost of
sales and selling and administration expenses discussed above.



                        Liquidity and Capital Resources


Jerash Holdings is a holding company incorporated in Delaware. As a holding
company, we rely on dividends and other distributions from our Jordanian
subsidiaries to satisfy our liquidity requirements. Current Jordanian
regulations permit our Jordanian subsidiaries and VIE 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 and VIE 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 and VIE (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 March 31, 2021, we had cash of approximately $21.1 million and restricted
cash of approximately $1.7 million compared to cash of approximately $26.1
million and restricted cash of approximately $0.8 million as of March 31, 2020,
which was mainly the security deposit supporting our duty-free import into
Jordan at the customs and deposit supporting letter of credit to suppliers.



Our current assets as of March 31, 2021 were approximately $64.7 million, and
our current liabilities were approximately $14.5 million, which resulted in a
current ratio of approximately 4.5:1. Our current assets as of March 31, 2020
were approximately $59.0 million, and our current liabilities were approximately
$10.9 million, which resulted in a current ratio of approximately 5.4:1. Total
equity as of March 31, 2021 and 2020 was approximately $56.7 million and $54.8
million, respectively.



                                       22



We had net working capital of $50.1 million and $48.1 million as of March 31,
2021 and 2020, respectively. Based on our current operating plan, we believe
that cash on hand and cash generated from operation will be sufficient to
support our working capital needs for the next 12 months after the date of

this
annual report.



We have funded our working capital needs from operations. Our working capital
requirements are influenced by the level of our operations, the numerical and
dollar volume of our sales contracts, the progress of execution on our customer
contracts, and the timing of accounts receivable collections.



                               Credit Facilities



HSBC Facility



On May 29, 2017, our wholly owned subsidiary, Treasure Success, entered into a
facility letter ("2017 Facility Letter") with HSBC to provide credit to us,
which was first amended by an offer letter between HSBC, Treasure Success, and
Jerash Garments dated June 19, 2018 ("2018 Facility Letter"), further amended on
August 12, 2019 ("2019 Facility Letter"), and further amended pursuant to a
letter agreement dated July 3, 2020 (the "2020 Facility Letter," and together
with the 2017 Facility Letter, 2018 Facility Letter, and 2019 Facility Letter,
the "HSBC Facility"). The 2020 Facility Letter extended the term of the HSBC
Facility indefinitely, subject to review at any time by HSBC. Pursuant to the
HSBC Facility, we have a total credit limit of $11,000,000.



The HSBC Facility currently provides us with various credit facilities for
importing and settling payment for goods purchased from our suppliers. The
available credit facilities as described in greater detail below includes an
import facility, import facilities with loan against import, trust receipts,
clean import loan, and advances to us against purchase orders. HSBC charges an
interest rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit
related to the release of goods immediately on our documentary credit. LIBOR was
0.3% and HIBOR was 0.9% on June 24, 2020. HSBC charges a commission of: i) 0.25%
for the first $50,000, ii) 0.125% for the balance in excess of $50,000 and up to
$100,000, and iii) 0.0625% for balance in excess of $100,000 and an interest
rate of 1.5% per annum over LIBOR or HIBOR, as applicable, for credit related to
trust receipts whereby HSBC has title to the goods or merchandise released
immediately to us. HSBC has approved certain of our suppliers that are eligible
to use clean import loans. HSBC charges a commission of: i) 0.25% for the first
$50,000, ii) 0.125% for the balance in excess of $50,000 and up to $100,000, and
iii) 0.0625% for balance in excess of $100,000 and an interest of 1.5% per annum
over LIBOR or HIBOR, as applicable, for credit services related to clean import
loans or release of the goods or merchandise based on evidence of delivery or
invoice. HSBC will advance up to 70% of the purchase order value in our favor.
HSBC charges a handling fee of 0.25% and an interest rate of 1.5% per annum over
LIBOR or HIBOR, as applicable, for credit services related to advances.
Previously, the HSBC Facility was secured by collateral provided by us, Jerash
Garments, Treasure Success, and the personal guarantees of Mr. Choi and Mr. Ng.
The personal guarantees were released by HSBC in August 2019. Jerash Garments is
also required to maintain an account at HSBC for receiving payments from VF
Sourcing Asia S.A.R.L. and its related companies.



As of March 31, 2021, there was no amount outstanding under the HSBC Facility.
Borrowings under the HSBC Facility are due upon demand by HSBC or within 120
days of each borrowing date.



HSBC Factoring Agreement



On June 5, 2017, Treasure Success entered into an Offer Letter-Invoice
Discounting/Factoring Agreement, and on August 21, 2017, Treasure Success
entered into the Invoice Discounting/Factoring Agreement (together, the "2017
Factoring Agreement") with HSBC for certain debt purchase services related to
our accounts receivable. On June 14, 2018, Treasure Success and Jerash Garments
entered into another Offer Letter-Invoice Discounting/Factoring Agreement with
HSBC (the "2018 Factoring Agreement, and together with the 2017 Factoring
Agreement, the "HSBC Factoring Agreement"), which amended the 2017 Factoring
Agreement. The HSBC Factoring Agreement was effective through May 1, 2019. Under
the current terms of the HSBC Factoring Agreement, we may borrow up to
$12,000,000. In exchange for advances on eligible invoices from HSBC for our
approved customers, HSBC charges a fee to advance such payments at a discounting
charge of 1.5% per annum over 2-month LIBOR or HIBOR, as applicable. Such fee
accrues on a daily basis on the amount of funds in use. HSBC has final
determination of the percentage amount available for prepayment from each of our
approved customers. We may not prepay an amount from a customer in excess of 85%
of the funds available for borrowing.



                                       23



HSBC also provides credit protection and debt services related to each of our
preapproved customers. For any approved debts or collections assigned to HSBC,
HSBC charges a flat fee of 0.35% on the face value of the invoice for such debt
or collection. We may assign debtor payments that are to be paid to HSBC within
90 days, defined as the maximum terms of payment. We may receive advances on
invoices that are due within 30 days of the delivery of our goods, defined as
the maximum invoicing period.



The advances made by HSBC were secured by collateral provided by us, Jerash
Garments, and Treasure Success, and the personal guarantees of Mr. Choi and
Mr. Ng. If we fail to pay any sum due to HSBC, HSBC may charge a default
interest at the rate of 8.5% per annum over the best lending rate quoted by HSBC
on such defaulted amount. In addition, to secure the Factoring Agreement, we had
granted HSBC a charge of $3,000,000 over our deposits. Following the
effectiveness of the 2018 Factoring Agreement, the security collateral of
$3,000,000 was released as of January 22, 2019. HSBC released the personal
guarantees of Mr. Choi and Mr. Ng in August 2019.



The HSBC Factoring Agreement is subject to the review by HSBC at any time and
HSBC has discretion on whether to renew the HSBC Factoring Agreement. Either
party may terminate the agreement subject to a 30-day notice period. In fiscal
2021, Treasure Success had no transaction or balance in the invoice
discounting/factoring facility granted by HSBC. In May 2021, Treasure Success
received a letter from HSBC dated March 30, 2021 that the debts purchase
services under the HSBC Factoring Agreement between Treasure Success and HSBC
were terminated with immediate effect. We had no outstanding balance under the
HSBC Factoring Agreement as of March 31, 2021.



SCBHK Facility Letter



Pursuant to the SCBHK facility letter dated June 15, 2018, and issued to
Treasure Success by SCBHK, SCBHK offered to provide an import facility of up to
$3.0 million to Treasure Success. The SCBHK facility covers import invoice
financing and pre-shipment financing under export orders with a combined limit
of $3 million. Borrowings under the SCBHK facility are due within 90 days of
each invoice or financing date. SCBHK charges interest at 1.3% per annum over
SCBHK's cost of funds. In consideration for arranging the SCBHK facility,
Treasure Success paid SCBHK HKD50,000. We were informed by SCBHK on January 31,
2019 that the SCBHK facility had been activated. As of March 31, 2021, there was
approximately $0.6 million outstanding under the SCBHK facility.



Fiscal Years ended March 31, 2021 and 2020

The following table sets forth a summary of our cash flows for the fiscal years ended March 31, 2021 and 2020.





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



                                                                  For the fiscal years ended
                                                                           March 31,
                                                                   2021                2020
Net cash (used in) provided by operating activities            $      (1,500 )     $       6,913
Net cash used in investing activities                                   (894 )            (4,932 )
Net cash used in financing activities                                 (1,653 )            (2,913 )
Effect of exchange rate changes on cash                                   (8 )                15
Net decrease in cash                                                  (4,055 )              (917 )
Cash and restricted cash, beginning of year                           26,917              27,834
Cash and restricted cash, end of year                          $      22,862       $      26,917
Supplemental disclosure information
Cash paid for interest                                         $           -       $           6
Income tax paid                                                $         773       $       1,484
Non-cash financing activities
Right of use assets obtained in exchange for operating lease
obligations                                                    $       1,352       $       1,624




                                       24



Operating Activities



Net cash used in operating activities was approximately $1.5 million in fiscal
2021, compared to net cash provided by operating activities of approximately
$6.9 million in fiscal 2020. The increase in net cash used in operating
activities was primarily attributable to the following factors:



       ?   accounts receivable increased by approximately $6.7 million in fiscal
           2021, compared to an increase of accounts receivable of

approximately

$1.3 million in fiscal 2020, due to more shipments shipped out in March
           2021 and the extended credit terms to some major customers by 20 days
           to 30 days;
       ?   inventory increased by approximately $2.4 million in fiscal 2021,
           compared to an increase of approximately $1.6 million in fiscal 2020,
           due to the preparation for additional sales in fiscal 2022; and

? accounts payable increased by approximately $1.5 million, compared to


           an increase of approximately $3.0 million in fiscal 2020;




Investing Activities



Net cash used in investing activities was approximately $0.9 million and $4.9
million for fiscal 2021 and 2020, respectively. The decrease in net cash used in
investing activities was mainly attributable to the deferred investment in
expansion due to the pandemic and short-term investment income.



Financing Activities



Net cash used in financing activities was approximately $1.7 million for fiscal
2021 compared to net cash used of $2.9 million in fiscal 2020. The net cash
outflow in fiscal 2021 resulted from payments of dividend and partially offset
by the proceeds from bank borrowings. Net cash used in fiscal 2020 was primarily
for payments of dividend and repayment of bank borrowings.



Non-cash Financing Activities



There was approximately $1.4 million and $1.6 million of rights of use assets
obtained in exchange for operating lease obligations in fiscal 2021 and 2020,
respectively, pursuant to new financial reporting requirements.



Statutory Reserves



In accordance with the Corporate Law in Jordan, Jerash Holdings' subsidiaries
and VIE 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 $346,315 and $212,739 in fiscal 2021 and 2020,
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 March 31, 2021 and
2020.



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



                                                                     As of March 31,
                                                                   2021          2020
Statutory Reserves                                               $     346     $     213
Total Restricted Net Assets                                      $     346     $     213
Consolidated Net Assets                                          $  56,693

$ 54,751 Restricted Net Assets as Percentage of Consolidated Net Assets 0.61 % 0.39 %






                                       25



Total restricted net assets accounted for approximately 0.61% of our
consolidated net assets as of March 31, 2021. As our subsidiaries and VIE in
Jordan are only required to set aside 10% of net profits to fund the statutory
reserves, it has reached the maximum amount. We believe the potential impact of
such restricted net assets on our liquidity is limited.



Capital Expenditures



We had capital expenditures of approximately $1.0 million and $4.7 million in
fiscal 2021 and 2020, respectively, for purchases of equipment in connection
with our business activities and to increase capacity. Additions in plant and
machinery amounted to approximately $0.8 million and $1.9 million in fiscal 2021
and 2020, respectively, and additions to leasehold improvements amounted to
approximately $0.2 million and $1.1 million in fiscal 2021 and 2020,
respectively. In fiscal 2020, we acquired two pieces of land for an aggregate
purchase price of approximately $1.7 million.



In 2015, we commenced a project to build a 4,800 square foot workshop in the
Tafilah Governorate of Jordan, which was initially intended to be used as a
sewing workshop for Jerash Garments, but which we now intend to use as a
dormitory. Construction has been temporarily suspended since March 2020 due to
the COVID-19 pandemic. This dormitory is expected to be operational in fiscal
2022 to house management and supervisory staff for the 54,000 square foot
workshop in Al-Hasa County. This project is expected to cost approximately
$200,000 upon completion.



In 2018, we commenced another project to build a 54,000 square foot workshop in
Al-Hasa County in the Tafilah Governorate of Jordan, which started operation in
November 2019 with approximately 240 workers. Provided that we satisfy certain
employment requirements over certain time periods, we do not anticipate
incurring any significant costs for the project, which was constructed in
conjunction with the Jordanian Ministry of Labor and the Jordanian Education and
Training Department. In the event we breach our agreement with these government
agencies, we will have to pay such agencies JOD250,000 or approximately
$353,000. See "Item 2. Properties" above for more information regarding this
workshop.



On December 11, 2018, we entered into an agreement through Jerash Garments to
acquire all of the stock of Paramount, an existing garment manufacturing
business, in order to operate our fourth manufacturing facility in Al Tajamouat
Industrial City in Amman, Jordan. We paid approximately $980,000 as of the
closing date of the transaction on June 18, 2019.



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 JOD863,800 (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 in late 2021.
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 JOD313,501 (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.



We projected that there will be an aggregate of approximately $27 million of
capital expenditures in both the fiscal years ending March 31, 2022 and 2023 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 and VIE to fund our capital commitments in the past and
anticipate using such funds to fund capital expenditure commitments in the

future.



                                       26


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.



For Management's Discussion and Analysis of the fiscal years ended March 31,
2020 and 2019, please see our Annual Report on Form 10-K for the fiscal year
ended March 31, 2020, filed with the SEC on June 29, 2020.



                          Critical Accounting Policies



We prepare our financial statements in conformity with U.S. GAAP, which require
us to make judgments, estimates, and assumptions that affect our reported amount
of assets, liabilities, revenue, costs and expenses, and any related
disclosures. Although there were no material changes made to the accounting
estimates and assumptions in the past two years, we continually evaluate these
estimates and assumptions based on the most recently available information, our
own historical experience, and various other assumptions that we believe to be
reasonable under the circumstances. Since the use of estimates is an integral
component of the financial reporting process, actual results could differ from
our expectations as a result of changes in our estimates.



We believe that certain accounting policies involve a higher degree of judgment
and complexity in their application and require us to make significant
accounting estimates. The policies that 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 audited financial statements.



Recent Accounting Pronouncements

See "Note 3-Recent Accounting Pronouncements" in the notes to our audited financial statements for a discussion of recent accounting pronouncements.

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