Item 1. Financial Statements
Item
1. Financial Statements.
ADDENTAX
GROUP CORP.
FINANCIAL
STATEMENTS
For
the three months ended June 30, 2025 and 2024
TABLE
OF CONTENTS
Condensed Consolidated Balance sheets as of June 30, 2025 and March 31, 2025 (unaudited)
F-2
Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended June 30, 2025 and 2024 (unaudited)
F-3
Condensed Consolidated Statements of Changes in Equity for the three months ended June 30, 2025 and 2024 (unaudited)
F-4
Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2025 and 2024 (unaudited)
F-5
Notes to Condensed Consolidated Financial Statements for the three months ended June 30, 2025 and 2024 (unaudited)
F-6
– F-15
F- 1
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED BALANCE SHEETS
(In
U.S. Dollars, except share data or otherwise stated)
(UNAUDITED)
June 30, 2025
March 31, 2025
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 490,716
$ 324,953
Restricted cash
1,424,395
2,750,000
Accounts receivables, net
824,573
929,817
Debt securities held-to-maturity
17,500,000
17,500,000
Inventories
171,867
166,874
Prepayments and other receivables
4,069,658
3,638,347
Advances to suppliers
375,296
198,494
Amount due from related party
5,094,315
4,283,129
Total current assets
29,950,820
29,791,614
NON-CURRENT ASSETS
Plant and equipment, net
426,685
387,997
Operating lease right of use asset
18,364,534
18,722,277
Long-term prepayments
242,352
265,449
Total non-current assets
19,033,571
19,375,723
TOTAL ASSETS
$ 48,984,391
$ 49,167,337
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Short-term loan
$ 728,212
$ 640,878
Accounts payable
136,704
53,199
Amount due to related parties
157,837
161,594
Advances from customers
389,504
332,492
Accrued expenses and other payables
2,125,317
1,858,198
Operating lease liability current portion
1,355,288
905,958
Total current liabilities
4,892,862
3,952,319
NON-CURRENT LIABILITIES
Convertible debts
1,162,203
2,900,160
Derivative liabilities
766,120
2,772,350
Operating lease liability
17,003,627
17,810,700
Total non-current liabilities
18,931,950
23,483,210
TOTAL LIABILITIES
$ 23,824,812
$ 27,435,529
EQUITY
Common stock ($ 0.001 par value, 250,000,000 shares authorized, 10,090,963 and 6,043,769 shares issued and outstanding at June 30 and March 31, 2025, respectively)
$ 10,091
$ 6,044
Additional paid-in capital
39,099,581
35,240,981
Accumulated Deficit
( 14,056,228 )
( 13,663,790 )
Statutory reserve
37,020
37,422
Accumulated other comprehensive loss
69,115
111,151
Total equity
25,159,579
21,731,808
TOTAL LIABILITIES AND EQUITY
$ 48,984,391
$ 49,167,337
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 2
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In
U.S. Dollars, except share data or otherwise stated)
2025
2024
Three months ended
June 30,
2025
2024
REVENUES
$ 980,954
$ 851,033
COST OF REVENUES
( 974,895 )
( 648,438 )
GROSS PROFIT
6,059
202,595
OPERATING EXPENSES
Selling and marketing
( 53,507 )
( 139,360 )
General and administrative
( 579,759 )
( 568,251 )
Total operating expenses
( 633,266 )
( 707,611 )
(LOSS) INCOME FROM OPERATIONS
( 627,207 )
( 505,016 )
Fair value gain or loss
453,448
134,217
Interest income
287
368
Interest expenses
( 583,144 )
( 847,682 )
Other income (expense), net
364,940
( 2,514 )
(LOSS) INCOME BEFORE INCOME TAX EXPENSE
( 391,674 )
( 1,220,627 )
INCOME TAX EXPENSE
( 764 )
( 484 )
NET (LOSS) INCOME
( 392,438 )
( 1,221,111 )
Foreign currency translation gain (loss)
( 42,036 )
14,410
TOTAL COMPREHENSIVE (LOSS) INCOME
$ ( 434,474 )
$ ( 1,206,701 )
EARNINGS (LOSS) PER SHARE
Net Loss per share – basic and diluted
( 0.06 )
( 0.25 )
Weighted average number of shares outstanding – Basic and diluted
6,465,730
4,822,421
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 3
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In
U.S. Dollars, except share data or otherwise stated)
Shares
Amount
capital
Unrestricted
reserve
loss
Total Equity
Retained earnings
Accumulated
Additional
(accumulated deficit)
other
Common Stock
paid-in
Statutory
comprehensive
Shares
Amount
capital
Unrestricted
reserve
loss
Total Equity
BALANCE AT MARCH 31, 2024
5,383,769
$ 5,384
$ 34,510,869
$ ( 8,569,190 )
$ 37,020
$ 63,017
$ 26,047,100
Issuance of new shares
660,000
660
646,140
-
-
-
646,800
Foreign currency translation
-
-
-
-
-
14,410
14,410
Net income for the period
-
-
-
( 1,221,111 )
-
-
( 1,221,111 )
BALANCE AT JUNE 30, 2024
6,043,769
$ 6,044
$ 35,157,009
$ ( 9,790,301 )
$ 37,020
$ ( 77,427 )
$ 25,487,199
BALANCE AT MARCH 31, 2025
6,043,769
$ 6,044
$ 35,240,981
$ ( 13,663,790 )
$ 37,422
$ 111,151
$ 21,731,808
Balance
6,043,769
$ 6,044
$ 35,240,981
$ ( 13,663,790 )
$ 37,422
$ 111,151
$ 21,731,808
Issuance of new shares
4,047,194
4,047
( 4,047 )
-
-
-
-
Additional paid-in capital from conversion of convertible debts
-
-
3,862,647
-
-
-
3,862,647
Adjustment of Statutory reserve
-
-
-
-
( 402 )
-
( 402 )
Foreign currency translation
-
-
-
-
( 42,036 )
( 42,036 )
Net income for the period
-
-
-
( 392,438 )
-
-
( 392,438 )
BALANCE AT JUNE 30, 2025
10,090,963
$ 10,091
$ 39,099,581
$ ( 14,056,228 )
$ 37,020
$ 69,115
$ 25,159,579
Balance
10,090,963
$ 10,091
$ 39,099,581
$ ( 14,056,228 )
$ 37,020
$ 69,115
$ 25,159,579
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 4
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In
U.S. Dollars, except share data or otherwise stated)
2025
2024
Three Months Ended June 30
2025
2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ ( 392,438 )
$ ( 1,221,111 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation
408,503
431,299
Non-cash financial cost
571,909
834,041
Investment income
( 364,583 )
-
Fair value gain or loss
( 453,448 )
( 134,217 )
Loss from sale of property and equipment
-
20,784
Loss on disposal of subsidiaries
27,865
-
Changes in operating assets and liabilities
Accounts receivable
67,428
817,414
Inventories
( 4,993 )
( 107,450 )
Advances to suppliers
( 180,041 )
( 61,838 )
Other receivables
( 95,447 )
( 228,436 )
Accounts payables
86,386
( 226,787 )
Accrued expenses and other payables
( 34,228 )
( 296,695 )
Advances from customers
57,012
( 20,189 )
Net cash used in operating activities
$ ( 306,075 )
$ ( 193,185 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment and intangible assets
( 77,856 )
( 27,364 )
Cash decreased in disposal of subsidiaries
( 1,599 )
-
Net cash used in investing activities
$ ( 79,455 )
$ ( 27,364 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related party borrowings
8,124
113,827
Repayment of related party borrowings
( 13,829 )
( 179,247 )
Proceeds from bank borrowings
139,429
334,372
Repayment of bank borrowings
( 46,061 )
( 198,490 )
Cash advance to related parties
( 1,194,987 )
( 1,148,824 )
Repayment from related parties
335,541
738,023
Proceeds from issue of ordinary shares
-
646,800
Release of restricted cash
1,325,605
-
Net cash provided by financing activities
$ 553,822
$ 306,461
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
168,292
85,912
Effect of exchange rate changes on cash and cash equivalents
( 2,529 )
2,073
Cash and cash equivalents, beginning of the period
324,953
816,186
CASH AND CASH EQUIVALENTS, END OF THE PERIOD
$ 490,716
$ 904,171
Supplemental disclosure of cash flow information:
Cash paid during the period for interest
$ 10,676
$ 13,311
Cash paid during the period for income tax
$ 764
$ 484
See
accompanying notes to the unaudited condensed consolidated financial statements.
F- 5
ADDENTAX
GROUP CORP. AND SUBSIDIARIES
NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
ORGANIZATION AND BUSINESS ACQUISITIONS
Addentax
Group Corp. and its subsidiaries (“ATXG” or the “Company”) are engaged in the business of garment manufacturing, providing logistic services, property leasing and management services in the People’s Republic of China
(“PRC” or “China”).
2.
BASIS OF PRESENTATION
In
the opinion of management, the unaudited condensed consolidated financial statements reflect all adjustments of a normal recurring nature
that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions
and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessarily
be indicative of annual results.
The
Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures
normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted
in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited 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 year ended March 31, 2025 filed with the Securities and Exchange Commission
(“SEC”) on June 30 2025 (“2024 Form 10-K”).
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use
of Estimates
The
preparation of the 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 and disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates
using the best information available at the time the estimates are made; however actual results could differ materially from those estimates.
There
is no change in the accounting policies for the three months ended June 30, 2025.
Recently
issued accounting pronouncements
Accounting
for Convertible Instruments: In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s
Own Equity (ASU 2020-06), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards
while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the
new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and
equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued
at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion
features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted”
method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current
accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning
after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the
fiscal year.
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s consolidated financial statements.
F- 6
4.
DISPOSITION OF SUBSIDIARIES
In
May 2025, the Company disposed of Dongguan Aotesi Garments Co., Ltd., (“AOT”). The Company will carry on the garment manufacturing
segment business through other subsidiaries. The disposition of AOT did not qualify as discontinued operations.
Financial
position of the entities at disposal date and gain or loss on disposal:
Garment
Manufacturing Segment
SCHEDULE OF FINANCIAL POSITION OF ENTITIES AND GAIN OR LOSS ON DISPOSAL
Financial
position of AOT
May
6, 2025,
date of disposal
Current assets
$ 71,373
Current liabilities
( 45,194 )
Net assets
$ 26,179
The
consideration was $ 13,829 , resulting in a loss of $ 12,137 recognized on the disposal.
5.
RELATED PARTY TRANSACTIONS
SCHEDULE OF RELATED PARTIES RELATIONSHIP WITH COMPANY
Name
of Related Parties
Relationship
with the Company
Zhida
Hong
President,
CEO, and a director of the Company
Hongye
Financial Consulting (Shenzhen) Co., Ltd.
A
company controlled by CEO, Mr. Zhida Hong
Bihua
Yang
A
legal representative of Shenzhen Xin Kuai Jie Transportation (“ XKJ”)
Jinlong
Huang
Management
of Dongguan Heng Sheng Wei Garments Co., Ltd (“ HSW”)
The
Company leases XKJ’s office rent-free from Bihua Yang.
Hongye
Financial Consulting (Shenzhen) Co., Ltd. provided a guarantee to the consideration receivable for the transfer of a debt security to a
third party.
The
Company had the following related party balances as of June 30, 2025 and March 31, 2025:
SCHEDULE OF RELATED PARTY BALANCES
Amount due
from related party
June
30, 2025
March
31, 2025
Zhida Hong ( 1 )
$ 3,545,376
$ 2,856,262
Bihua Yang ( 2 )
1,548,939
1,426,867
Amount due from related party
$ 5,094,315
$ 4,283,129
Related party
borrowings
June
30, 2025
March
31, 2025
Hongye Financial Consulting (Shenzhen)
Co., Ltd.
46,628
39,174
Jinlong Huang
111,208
122,420
Amount due to related party
$ 157,837
$ 161,594
(1)
The
increase of related party from Zhida Hong was short term loan to Zhida Hong, which is interest-free and would be repaid in one year.
(2)
The
increase of related party debt from Bihua Yang was mainly due to the cash paid in advance to Bihua Yang. During the quarter ended
June 30, 2025, the Company provided a short term loan of approximately $ 0.23
million to Bihua Yang and received repayment of approximately $ 0.1 3
million from him.
The
borrowing balances with related parties are unsecured, non-interest bearing and repayable on demand.
F- 7
6.
DEBT SECURITIES HELD-TO-MATURITY
SCHEDULE OF DEBT SECURITIES HELD TO MATURITY
June
30, 2025
March
31, 2025
Debt securities held-to-maturity
$ 17,500,000
$ 17,500,000
The
Company purchased a note issued by a third-party investment company on August 24, 2022. The principal amount of the note was $ 17,500,000 .
The note was renewable with a one-year term on August 23, 2023 and it was a 2.5 %
p.a. coupon. On August 23, 2023, the Company entered into an agreement to transfer the principal and coupon receivable to a third party.
The debt is guaranteed by Hongye Financial Consulting (Shenzhen) Co., Ltd., the company controlled by our CEO, Mr. Zhida Hong. On August
24, 2024, a Supplemental Agreement to the note was signed to extend the maturity date to August 24, 2025. As of June 30, and March 31,
2025, the coupon receivable was approximately $ 255,000 and $ 365,000 .
7.
INVENTORIES
Inventories
consist of the following as of June 30, and March 31, 2025:
SCHEDULE OF INVENTORIES
June
30, 2025
March
31, 2025
Raw materials
$ 10,949
$ 10,623
Work in progress
1,133
-
Finished goods
159,785
156,251
Total inventories
$ 171,867
$ 166,874
8.
ADVANCES TO SUPPLIERS
The
Company has made advances to third-party suppliers in advance of receiving inventory parts. These advances are generally made to expedite
the delivery of required inventory when needed and to help to ensure priority and preferential pricing on such inventory. The amounts
advanced to suppliers are fully refundable on demand.
The
Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of
its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would
recognize bad debt expense in the period they are considered unlikely to be collected.
9.
PREPAYMENTS AND OTHER RECEIVABLES
Prepayments
and other receivables consist of the following as of June 30 and March 31, 2025:
SCHEDULE OF PREPAYMENTS AND OTHER RECEIVABLES
June
30, 2025
March
31, 2025
Prepayment
859,529
50,590
Deposit
31,677
722,035
Receivable of consideration on disposal
of subsidiaries
13,943
-
Coupon receivable of debt security held-to-maturity
364,583
-
Loan to third party
2,500,000
2,500,000
Other receivables
299,926
365,722
Prepayments and other receivables
$ 4,069,658
$ 3,638,347
10.
PROPERTY, PLANT AND EQUIPMENT
Property,
plant and equipment consists of the following as of June 30 and March 31, 2025:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT
June
30, 2025
March
31, 2025
Production plant
$ 104,516
$ 103,242
Motor vehicles
798,498
734,990
Office equipment
52,837
52,194
Property, plant and equipment gross
955,851
890,426
Less: accumulated depreciation
( 529,166 )
( 502,429 )
Plant and equipment,
net
$ 426,685
$ 387,997
Depreciation
expense for the three months ended June 30, 2025 and 2024 was $ 20,304 and $ 48,977 , respectively.
F- 8
11.
SHORT-TERM BANK LOAN
In
August 2019, HSW entered into a facility agreement with Agricultural Bank of China and obtained a line of credit, which allows the Company
to borrow up to approximately $ 153,172 (RMB 1,000,000 ) for daily operations. The loans are guaranteed at no cost by the legal representative
of HSW. As of June 30, 2025, the Company has borrowed $ 131,656 (RMB 944,255 ) (March 31, 2025: $ 130,051 ) under this line of credit with
various annual interest rates from 4.34 % to 4.9 %. The outstanding loan balance was due on September 30, 2021. The Company was not able
to renew the loan facility with the bank. The Company is negotiating with the bank on repayment schedule of the loan balance and interest
payable.
In
February 2023, XKJ entered into a facility agreement with China Construction Bank and obtained a line of revolving credit, which allows
the Company to borrow up to approximately $ 1,254,858 (RMB 9,000,000 ) for daily operations, with Loan Prime Rate of the day prior to the
draw down day. The loans are guaranteed by the legal representative of XKJ at no cost. As of June 30, 2025, the Company has borrowed
$ 536,800 (RMB 3,850,000 ) (March 31, 2025: $ 406,300 ) under this line of credit with annual interest rate of 3.9 %. The revolving credit
facility will expire on February 1, 2026.
In
December 2023, Shenzhen Yingxi Peng Fa Logistic Co., Ltd (“ PF”) entered into a facility agreement with Sichuan Xinwang Bank Co., Ltd. and obtained a line of credit, which allows the Company to
borrow up to approximately $ 69,714
(RMB 500,000 )
for daily operations. The annual interest rate of this line of credit is 16.2 %.
The loan facility will expire on December 26, 2025. As of June 30, 2025, the Company has fully repaid this loan facility (March
31, 2025: $ 25,824 )
In
March 2024, PF entered into a new facility agreement with WeBank Co., Ltd. and obtained a line of credit, which allows the Company to
borrow up to approximately $ 139,429 (RMB 1,000,000 ) for daily operations. As of June 30, 2025, the Company has borrowed $ 59,755 (RMB 428,571 )
(March 31, 2025: $ 78,702 ) under this line of credit with annual interest rate of 8.244 %. The loan facility will expire on March 22, 2026.
12.
TAXATION
(a)
Enterprise
Income Tax (“EIT”)
The
Company operates in the PRC and files tax returns in the PRC.
Yingxi
Industrial Chain Group Co., Ltd was incorporated in the Republic of Seychelles and, under the current laws of Seychelles,
is not subject to income taxes. It is a wholly owned subsidiary of Addentax Group Corp.
Yingxi
HK (Yingxi Industrial Chain Investment Co., Ltd.) was incorporated in Hong Kong which is indirectly wholly owned by Addentax Group Corp.,
and is subject to Hong Kong income tax at a progressive rate of 16.5 %. No provision for income taxes in Hong Kong has been made as Yingxi
HK had no taxable income for the three months ended June 30, 2025 and 2024.
Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd (“ YX”),
our wholly-owned subsidiary, was incorporated in the PRC and is subject to the EIT tax rate of 25 %. No provision for income taxes in
the PRC has been made as YX had no taxable income for the three months ended June 30, 2025 and 2024.
YX
is governed by the Income Tax Laws of the PRC. All YX’s operating companies were subject to progressive EIT rates from 5 %
to 15 %
in 2025 and 2024. The
preferential tax rate will expire at end of year 2025 and the EIT rate will be 25% from year 2026.
YX’s
parent entity, Addentax Group Corp. is a U.S. entity and is subject to the United States federal income tax. No provision for income
taxes in the United States has been made as Addentax Group Corp. had no U.S. taxable income for the three months ended June
30, 2025 and 2024.
F- 9
The
reconciliation of income taxes computed at the PRC statutory tax rate applicable to the PRC, to income tax expenses are as follows:
SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION
2025
2024
Three months ended
June
30,
2025
2024
PRC statutory tax rate
25 %
25 %
Computed expected benefits (expense)
( 97,918 )
( 305,157 )
Temporary differences
98,917
24,191
Permanent difference
( 256 )
32,612
Changes in valuation allowance
21
248,838
Income tax expense
$ 764
$ 484
Deferred
tax assets had not been recognized in respect of any potential tax benefit that may be derived from non-capital loss carry forward and
property and equipment due to past negative evidence of previous cumulative net losses and uncertainty upon restructuring. The management
will continue to assess at each reporting period to determine the realizability of deferred tax assets.
(b)
Value
Added Tax (“VAT”)
In
accordance with the relevant taxation laws in the PRC, the normal VAT rate for domestic sales is 13 %,
which is levied on the invoiced value of sales and is payable by the purchaser. The subsidiaries HSW, AOT and YS enjoyed
preferential VAT rate of 13 %.
The companies are required to remit the VAT they collect to the tax authority. A credit is available whereby VAT paid on purchases
can be used to offset the VAT due on sales.
For
services, the applicable VAT rate is 9 %
under the relevant tax category for a logistics company, except that PF enjoys the preferential VAT rate of 3 %
in 2025 and 2024. XKJ and PF are required to pay the full amount of VAT calculated at the applicable VAT
rate of the invoiced value of sales as required. A credit is available whereby VAT paid on gasoline and toll charges can be used to
offset the VAT due on service income.
13.
CONSOLIDATED SEGMENT DATA
Segment
information is consistent with how chief operating decision maker reviews the businesses, makes investing and resource allocation decisions
and assesses operating performance. The segment data presented reflects this segment structure. The Company reports financial and operating
information in the following three segments:
(a)
Garment
manufacturing . Including manufacturing and distribution of garments;
(b)
Logistics
services . Providing logistic services; and
(c)
Property
management and subleasing. Providing subleasing of shops and property management services for garment wholesalers and retailers
in garment market.
The
Company also provides general corporate services to its segments and these costs are reported as “Corporate and others”.
F- 10
Selected
information in the segment structure is presented in the following tables:
Revenues
by segment for the three months ended June 30, 2025 and 2024 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR REVENUE
Revenues
from external customers
2025
2024
Three
months ended
June 30,
Revenues
from external customers
2025
2024
Garments manufacturing segment
$ 19,896
$ 86,602
Logistics services segment
806,458
486,507
Property management
and subleasing
154,600
277,924
Total of reportable segments
980,954
851,033
Corporate and other
-
-
Total of reportable
segments and consolidated revenue
$ 980,954
$ 851,033
Intersegment revenue
Garments manufacturing
segment
-
-
Loss
from operations by segment for the three ended June 30, 2025 and 2024 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR INCOME FROM OPERATION
2025
2024
Three months ended
June
30,
2025
2024
Garment manufacturing segment
$ ( 29,587 )
$ ( 63,645 )
Logistics services segment
( 13,481 )
20,879
Property management and
subleasing
( 272,331 )
( 204,433 )
Total of reportable segments
( 315,399 )
( 247,199 )
Corporate and other
( 311,808 )
( 257,817 )
Total
consolidated income from operations
$ ( 627,207 )
$ ( 505,016 )
Total
assets by segment as of June 30 and March 31, 2025 are as follows:
SCHEDULE OF SEGMENT REPORTING FOR ASSETS
Total
assets
June
30, 2025
March
31, 2025
Garment manufacturing segment
$ 175,970
$ 238,981
Logistics services segment
3,288,312
3,167,654
Property management
and subleasing
19,642,890
19,855,305
Total of reportable segments
23,107,172
23,261,939
Corporate and other
25,877,219
25,905,398
Consolidated total
assets
$ 48,984,391
$ 49,167,337
Geographical
Information
The
Company operates predominantly in China. In presenting information on the basis of geographical location, revenue is based on the geographical
location of customers and long-lived assets are based on the geographical location of the assets.
Geographic
Information
SCHEDULE OF GEOGRAPHICAL INFORMATION
Three
months ended
June 30,
2025
2024
Revenues
-
China
980,954
851,033
June
30, 2025
March
31, 2025
Long-Lived Assets
China
19,033,571
19,375,723
F- 11
14.
FINANCIAL INSTRUMENTS
On
January 4, 2023, the Company entered into a series of agreements with certain accredited investors, pursuant to which the Company received
a net proceed of $ 15,000,000 in consideration of the issuance of:
●
senior
secured convertible notes in the aggregate original principal amount of approximately $ 16.7
million with an interest rate of 5 %
per annum (the “Convertible Notes”); The Convertible Notes matured on July
4, 2024 . The conversion price is $ 1.25 ,
subject to adjustment under several conditions.
●
warrants
(“Warrants”) to purchase up to approximately 16.1
million shares of common stock of the Company (the “Common Stock”) until on or prior to 11:59 p.m. (New York time) on
the five-year anniversary of the closing date at an exercise price of $ 1.25
per share, also subject to adjustment under several conditions.
The
Warrants are considered a freestanding instrument issued together with the Convertible Notes and measured at their issuance date fair
value. Proceeds received were first allocated to the Warrants based on their initial fair value. The initial fair value of the
Warrants was $ 3.9
million. The Warrants were marked to the market with the changes in the fair value of warrant recorded in the consolidated statements
of operations and comprehensive loss. As of June 30, 2025, the balance of the Warrants was approximately $ 0.8
million (March 31, 2025: $ 1.0
million).
The
Convertible Notes are classified as a liability and is subsequently stated at amortized cost with any difference between the initial carrying
value and the repayment amount as interest expenses using the effective interest method over the period from the issuance date to the
maturity date. The embedded conversion feature should be bifurcated and separately accounted for using fair value, as this embedded feature
is considered not clearly and closely related to the debt host. The bifurcated conversion feature was recorded at fair value with the
changes recorded in the consolidated statements of operations and comprehensive loss. The initial fair value of the embedded conversion
feature was $ 1.2 million. As of June 30, 2025, the fair value of the conversion option was $ 0.03 million (March 31, 2025: $ 1.4 million).
The
Company determined that the other embedded features do not require bifurcation as they either are clearly and closely related to the
Convertible Notes or do not meet the definition of a derivative.
The
total proceeds of the Convertible Notes and the Warrants, net of issuance cost, of $ 15.0 million were received by the Company in January
2023, and allocated to each of the financial instruments as following:
SCHEDULE OF FINANCIAL INSTRUMENTS
As of
January 4, 2023
Derivative liabilities –
Fair value of the Warrants
$ 3,858,521
Derivative liabilities – Embedded conversion
feature
1,247,500
Convertible Note s
9,893,979
$ 15,000,000
In
January 2023, the Company also granted to the placement agent a warrant as partial payment of an agency fee to purchase 0.7
million shares of Common Stock of the Company. The warrant matures in five years with an exercise price of $ 1.25
subject to adjustments under different conditions. The warrant was recognized as a derivative liability with an initial fair value
of $ 0.168
million.
The
Company’s Convertible Notes’ obligations were as the following for the three months ended June 30, 2025 and 2024:
SCHEDULE OF CONVERTIBLE NOTES OBLIGATION
2025
2024
Three months ended
June
30,
2025
2024
Carrying value – beginning
balance
$ 2,900,160
$ 2,684,697
Converted to ordinary shares
( 2,290,408 )
-
Amortization of debt discount
66,222
682,648
Deferred debt discount and cost of issuance
416,667
261
Interest charge
69,563
151,393
Carrying value – ending balance
$ 1,162,204
$ 3,518,999
During
the three months ended June 30, 2025, $ 2.3
million of Convertible Notes was converted into approximately 4.3
million shares of Common Stock, with an average effective conversion price of $ 0.5363
per share. During the three months ended June 30, 2024, no
Convertible Notes was converted into shares of Common Stock.
F- 12
The
Company’s derivative liabilities were as the following for the three months ended March 31, 2025 and 2024:
SCHEDULE OF DERIVATIVE LIABILITIES
2025
2024
Three months ended June 30,
2025
2024
Derivative liabilities –Warrants
$
$ -
Beginning balance
989,852
251,657
Marked to the market
( 251,657 )
( 134,217 )
Ending fair value
738,195
117,440
Derivative liabilities – Embedded conversion feature
Beginning balance
1,782,498
36,298
Converted to ordinary shares
( 1,572,238 )
-
Remeasurement on change of convertible price
19,457
( 261 )
Marked to the market
( 201,792 )
-
Ending fair value
27,925
36,037
Total Derivative fair value at end of period
$ 766,120
$ 153,477
15. LEASE
As
a lessee
Right-of-use
asset and lease liabilities
The
Company recognized right-of-use asset as well as lease liability according to the ASC 842, Leases (with the exception of short-term
leases). Lease liabilities are measured at present value of the sum of remaining rental payments as of June 30, 2025, with a
discounted rate of 4.9 %.
A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost
are classified within operating activities in the statement of cash flows.
The
Company leases its head office. The lease period is 5
years with an option to extend the lease. The Company leases
its plant and dormitory for 4.5
years with an option to extend the lease. The Company leased
several floors in a commercial building for its subleasing and property management services business for 16
years with an option to extend the lease.
The
Following table summarizes the components of lease expense:
SCHEDULE OF LEASE EXPENSES
2025
2024
Three months ended
June 30,
2025
2024
Operating lease cost
339,428
259,082
Short-term lease cost
31,219
36,463
Lease
Cost
$ 370,647
$ 295,545
The
following table summarizes supplemental information related to leases:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
2025
2024
Three months ended
June 30,
2025
2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flow used in operating leases
$ 370,647
$ 295,545
Weighted average remaining lease term - Operating leases (years)
13.3
14.2
Weighted average discount rate - Operating leases
4.9 %
4.9 %
There
are no operating lease liabilities for the following five years and the years after due to disposal of the subsidiary, HX, on July 1, 2025.
As
a lessor
The
Company subleased its leased commercial building by entering into operating leases with third party garment wholesalers and retailers.
These leases are negotiated for terms ranging from one to five years. All leases include the term to enable upward revision of the rental
charge on an annual basis according to prevailing market conditions.
Rental
income from subleasing is disclosed in Note 13 segment data.
There
will be no future rental income as HX, the subsidiary conducting the subleasing and property management services business was
disposed of on July 1, 2025.
F- 13
16.
SHARE CAPITAL AND RESERVE
Common
Stock
In
August 2022, the Company completed its IPO and 5,000,000 Common Stock were issued and sold to the public, with proceeds of approximately
$ 20.2 million, net of underwriter commissions and relevant offering expenses.
In
September, 2022, 391,666 shares were issued upon cashless exercise of Underwriter Warrants.
On
February 3, 2023, 3,370,000 shares were issued as pre-delivery shares to the placement agents.
In
January 2023, the Company increased its authorized share capital and the authorized share capital is $ 250,000
divided into 250,000,000
shares of Common Stock with par value of US$ 0.001
per share.
The
Company effected the amendment and combination to the outstanding shares of its Common Stock into fewer number of outstanding shares
(the “Reverse Stock Split Amendment”) at a ratio of one-for-ten, with effect on June 26, 2023. As a result, the number
of shares was reduced by 33,655,839
shares.
After
the Reverse Stock Split Amendment, the Company issued 1,644,188
shares of Common Stock with par value of US$ 0.001
per share.
On
April 29, 2024, the Company entered into two private placement agreements (the “Agreements”) with certain individual investors
(the “Investors”) who are independent third parties, pursuant to which the Company issued to each of the Investors 330,000
shares of its Common Stock, par value $ 0.001 per share, at a price of $ 0.98 per share, resulting in
aggregate gross proceeds to the Company of $ 646,800 , which closed on the same day. Pursuant to the Agreements, the Company issued an aggregate
of 660,000 unregistered shares of Common Stock to the Investors.
There
are 10,090,963
and 6,043,769
shares of Common Stock issued and outstanding at June 30, 2025 and March 31, 2025, respectively.
Statutory
reserve
In
accordance with the relevant laws and regulations of the PRC, a subsidiary of the Company established in the PRC is required to transfer
10% of its profit after taxation prepared in accordance with the accounting regulations of the PRC to the statutory reserve until the
reserve balance reaches 50% of the subsidiary’s paid-up capital. Such reserve may be used to offset accumulated losses or increase
the registered capital of the subsidiary, subject to the approval from the PRC authorities, and are not available for dividend distribution
to the shareholders. The amount appropriated to statutory reserve for the years ended March 31, 2025 and 2024 was $ 402 and $ 8,563 , respectively.
The balance of paid-up statutory reserve was $ 37,422 and $ 37,020 as of March 31, 2025 and 2024, respectively.
17.
RISKS AND UNCERTAINTIES
(a)
Economic
and Political Risks
The
Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations
may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.
The
Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies
in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment
and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions
in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion,
remittances abroad, and rates and methods of taxation.
(b)
Foreign
Currency Translation
The
Company’s reporting currency is the U.S. dollar. The functional currency of the parent company is the U.S. dollar and the functional
currency of the Company’s operating subsidiaries is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional
currencies are the RMB, all assets and liabilities are translated at exchange rates at the balance sheet date, which was 7.17 and 7.26
as of June 30, 2025 and March 31, 2025, respectively. Revenue and expenses are translated at the average yearly exchange rates, which
was 7.231 and 7.004 for the three months ended June 30, 2025 and 2024, respectively. Equity is translated at historical exchange rates.
Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustments to
other comprehensive loss, a component of equity.
F- 14
(c)
Concentration
Risks
The
followings are the percentages of accounts receivable balance of the top customers over accounts receivable for each segment as of June
30, 2025 and March 31, 2025.
Garment
manufacturing segment
SCHEDULE OF CONCENTRATION RISKS
June 30, 2025
March 31, 2025
Customer A
100.0 %
100.0 %
The
high concentration as of June 30, 2025 was mainly due to business development of a large distributor of garments.
Logistics
services segment
June 30, 2025
March 31, 2025
Customer A
21.7 %
20.2 %
Customer B
16.3 %
17.6 %
Customer C
12.0 %
17.6 %
Customer D
6.0 %
5.4 %
Customer E
5.5 %
5.9 %
Property
management and subleasing segment
There
was no account receivable for the property management and subleasing segment as of June 30, 2025 and March 31, 2025.
Concentration
on customers
For
the three months ended June 30, 2025, three customer from the logistics services segment provided more than 10% of total revenue of
the Company, representing 45.4 %
of total revenue of the Company for the three months.
For
the three months ended June 30, 2024, one customer from the logistics services segment provided more than 10% of total revenue of
the Company, representing 16.1 %
of total revenue of the Company for the three months.
Concentration
on suppliers
The
following tables summarized the purchases from five largest suppliers of each of the reportable segments for the three months ended June
30, 2025 and 2024.
SCHEDULE OF PURCHASES FROM SUPPLIERS
Three months ended
June 30,
2025
2024
Garment manufacturing segment
100 %
Nil %
Logistics services segment
100.0 %
100.0 %
Property management and subleasing
Nil %
Nil %
(d)
Interest
Rate Risk
The
Company’s exposure to interest rate risk primarily relates to the interest expenses on our outstanding bank borrowings and the
interest income generated by cash invested in cash deposits and liquid investments. As of June 30, 2025, the total outstanding borrowings
amounted to $ 728,212 (RMB 5,222,826 ) with various interest rate from 4.34 % to 16.2 % p.a. (Note 12)
F- 15
18.
SUBSEQUENT EVENTS
On August 11, 2025, the board of directors
of the Company, after a performance evaluation and upon recommendation of the compensation committee, approved an increase of Company’s Chief Executive Officer, Zhida Hong’s annual
salary from $ 17,229 to $ 200,000 , effective immediately.
On August 11, 2025, the Company filed
a registration statement on Form S-8 (the “Registration
Statement”) to register 161,665
shares of Common Stock issued pursuant to its 2024 Equity Incentive Plan
(the “Plan”) to six of its executive officers and directors (the
“Selling Stockholders”) at a price of $ 0.433 per share (which was the last reported sale price of the shares of Common Stock as reported
on Nasdaq on August 8, 2025).
On July 1, 2025, the Company disposed of HX to its management. As of date
of disposal, the net assets of HX was approximately $ 6,972 . The consideration was $ 13,829 , resulting in an income of $ 6,857 from disposal.
In
July 2025, approximately $ 0.8
million of convertible notes including principal and related accrued interest were converted into approximately 1.46
million shares of Common Stock. The effective average conversion price was $ 0.5222
per share. The remaining balance of principal and interest, approximately amounted to $ 0.4
million, were redeemed by cash before the expiration of the convertible note.
In
July, 2025, the Company entered into a non-binding term sheet with a substantial and independent Bitcoin holder to acquire up to 12,000
Bitcoins. Based on prevailing market prices, the proposed acquisition represents an aggregate market value of approximately US$ 1.3 billion.
If completed, the transaction would be settled through the issuance of newly issued shares of the Company’s Common Stock.
The
Company received a letter dated April 9, 2025 from the Listings Qualifications Department (the “Staff”) of The Nasdaq Stock
Market LLC (“Nasdaq”) notifying the Company that the minimum bid price per share of its Common Stock was below $1.00 for
a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement set forth in Nasdaq Listing
Rule 5550(a)(2) (the “Minimum Bid Price Rule”). The Nasdaq letter does not result in the immediate delisting of the Company’s
shares of Common Stock, and the shares will continue to trade uninterrupted under the symbol “ATXG.”
Pursuant
to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until October
6, 2025 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Rule. If at any time during the Compliance
Period, the closing bid price per share of the Company’s Common Stock is at least $1.00 for a minimum of ten (10) consecutive business
days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
In
the event the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for an additional 180
calendar day grace period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and
will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting
a reverse stock split, if necessary. If the Company chooses to implement a reverse stock split, it must complete the split no later than
ten (10) business days prior to the end of the Compliance Period, or the end of the second compliance period if granted.
There
are no other subsequent events have occurred that would require recognition or disclosure in the financial statements.
F- 16
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.