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[10-Q] Addentax Group Corp. Quarterly Earnings Report

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Addentax Group Corp. (ATXG) operates garment manufacturing, logistics and property subleasing in China. For the three months ended June 30, 2025, revenue rose 15.3% to $980,954, driven by logistics services which accounted for 82.2% of revenue. Gross profit compressed to $6,059 (0.6% margin) and the company reported a net loss of $392,438 (basic and diluted loss per share $(0.06)), improved from a $1.22 million loss a year earlier.

At June 30, 2025 total assets were $48.98M with cash of $490,716, restricted cash $1.424M and debt securities held-to-maturity of $17.5M. Total liabilities were $23.82M and total equity was $25.16M. Management disclosed material weaknesses in internal controls and remediation plans. Significant subsequent items disclosed include conversion of $2.3M of convertible notes into shares during the quarter, Nasdaq notice for minimum bid-price noncompliance with a compliance deadline of October 6, 2025, a board-approved CEO salary increase to $200,000, and a non-binding term sheet to acquire up to 12,000 Bitcoins (proposed market value ~US$1.3 billion).

Addentax Group Corp. (ATXG) gestisce la produzione di abbigliamento, servizi logistici e la sublocazione immobiliare in Cina. Per i tre mesi terminati il 30 giugno 2025 i ricavi sono cresciuti del 15,3% a $980,954, sostenuti dai servizi logistici che hanno rappresentato il 82.2% dei ricavi. Il profitto lordo si è contratto a $6,059 (margine 0,6%) e la società ha riportato una perdita netta di $392,438 (perdita base e diluita per azione $(0.06)), in miglioramento rispetto alla perdita di 1,22 milioni di dollari dell'anno precedente.

Al 30 giugno 2025 le attività totali ammontavano a $48.98M con liquidità di $490,716, liquidità vincolata di $1.424M e titoli di debito detenuti fino a scadenza per $17.5M. Le passività totali erano pari a $23.82M e il patrimonio netto a $25.16M. La direzione ha dichiarato l'esistenza di carenze rilevanti nei controlli interni e ha presentato piani di rimedio. Tra gli eventi successivi significativi figurano la conversione di $2.3M di note convertibili in azioni durante il trimestre, una comunicazione del Nasdaq per non conformità al prezzo minimo con termine per adempiere fissato al 6 ottobre 2025, un aumento salariale del CEO approvato dal consiglio a $200,000 e un term sheet non vincolante per acquisire fino a 12,000 Bitcoins (valore di mercato proposto ~US$1.3 billion).

Addentax Group Corp. (ATXG) opera en China en la fabricación de prendas, servicios logísticos y el subarriendo de inmuebles. Para los tres meses terminados el 30 de junio de 2025, los ingresos aumentaron un 15,3% hasta $980,954, impulsados por los servicios logísticos que representaron el 82.2% de los ingresos. El beneficio bruto se redujo a $6,059 (margen 0,6%) y la compañía registró una pérdida neta de $392,438 (pérdida básica y diluida por acción $(0.06)), mejorando respecto a la pérdida de 1,22 millones de dólares del año anterior.

Al 30 de junio de 2025 los activos totales eran de $48.98M, con efectivo de $490,716, efectivo restringido de $1.424M y valores de deuda mantenidos hasta el vencimiento por $17.5M. Las obligaciones totales ascendían a $23.82M y el patrimonio total a $25.16M. La dirección informó debilidades significativas en los controles internos y planes de remediación. Entre los hechos posteriores relevantes se incluyen la conversión de $2.3M de pagarés convertibles en acciones durante el trimestre, un aviso de Nasdaq por incumplimiento del precio mínimo de cotización con plazo de cumplimiento hasta el 6 de octubre de 2025, un aumento salarial aprobado por la junta para el CEO a $200,000, y una hoja de términos no vinculante para adquirir hasta 12,000 Bitcoins (valor de mercado propuesto ~US$1.3 billion).

Addentax Group Corp. (ATXG)는 중국에서 의류 제조, 물류 서비스 및 부동산 재임대를 운영하고 있습니다. 2025년 6월 30일로 끝나는 3개월 동안 매출은 15.3% 증가한 $980,954였으며, 매출의 82.2%를 차지한 물류 서비스가 성장세를 이끌었습니다. 총이익은 $6,059(마진 0.6%)로 축소되었고, 회사는 $392,438의 순손실을 보고했으며(주당 기본 및 희석 손실 $(0.06)), 이는 전년도의 122만 달러 손실에서 개선된 수치입니다.

2025년 6월 30일 기준 총자산은 $48.98M이며 현금은 $490,716, 제한현금은 $1.424M, 만기 보유 채무증권은 $17.5M입니다. 총부채는 $23.82M, 총자본(자본총계)은 $25.16M입니다. 경영진은 내부통제상의 중대한 결함과 이에 대한 시정계획을 공개했습니다. 주요 사후 공시는 분기 동안 $2.3M의 전환사채가 주식으로 전환된 것, 최저 호가 미달에 따른 Nasdaq 통지(준수 기한 2025년 10월 6일), 이사회 승인으로 CEO 연봉을 $200,000로 인상한 것, 최대 12,000 비트코인을 인수하기 위한 비구속적 조건서(제안 시가총액 약 ~US$1.3 billion)를 포함합니다.

Addentax Group Corp. (ATXG) exerce la fabrication de vêtements, la logistique et la sous-location immobilière en Chine. Pour les trois mois clos le 30 juin 2025, le chiffre d'affaires a augmenté de 15,3% pour atteindre $980,954, soutenu par les services logistiques qui ont représenté 82.2% des revenus. La marge brute s'est réduite à $6,059 (marge 0,6%) et la société a enregistré une perte nette de $392,438 (perte de base et diluée par action $(0.06)), en amélioration par rapport à la perte de 1,22 million de dollars de l'année précédente.

Au 30 juin 2025 l'actif total s'élevait à $48.98M avec une trésorerie de $490,716, une trésorerie restreinte de $1.424M et des titres de dette détenus jusqu'à échéance pour $17.5M. Le passif total s'établissait à $23.82M et les capitaux propres à $25.16M. La direction a signalé des faiblesses significatives dans les contrôles internes et des plans de redressement. Parmi les événements postérieurs importants figurent la conversion de $2.3M de billets convertibles en actions au cours du trimestre, un avis du Nasdaq pour non-conformité au cours minimum avec une date limite de mise en conformité fixée au 6 octobre 2025, une augmentation de salaire approuvée par le conseil pour le PDG à $200,000, et un term sheet non contraignant visant à acquérir jusqu'à 12,000 Bitcoins (valeur de marché proposée ~US$1.3 billion).

Addentax Group Corp. (ATXG) betreibt in China Bekleidungsfertigung, Logistikdienstleistungen und Immobilienuntervermietung. Für die drei Monate zum 30. Juni 2025 stieg der Umsatz um 15,3% auf $980,954, getragen von Logistikdiensten, die 82.2% des Umsatzes ausmachten. Der Bruttogewinn schrumpfte auf $6,059 (Marge 0,6%) und das Unternehmen meldete einen Nettoverlust von $392,438 (basis- und verwässerter Verlust je Aktie $(0.06)), eine Verbesserung gegenüber dem Verlust von 1,22 Mio. USD im Vorjahr.

Zum 30. Juni 2025 beliefen sich die Gesamtaktiva auf $48.98M mit Bargeld von $490,716, gebundenen Mitteln von $1.424M und als bis zur Endfälligkeit gehaltenen Schuldverschreibungen in Höhe von $17.5M. Die Gesamtverbindlichkeiten betrugen $23.82M und das Eigenkapital $25.16M. Das Management gab wesentliche Schwächen in den internen Kontrollen sowie Abhilfemaßnahmen bekannt. Zu den wesentlichen nachfolgenden Ereignissen zählen die Umwandlung von $2.3M an Wandelanleihen in Aktien während des Quartals, eine Nasdaq-Mitteilung wegen Nichteinhaltung des Mindestgebotspreises mit einer Compliance-Frist bis zum 6. Oktober 2025, eine vom Vorstand genehmigte Gehaltserhöhung des CEO auf $200,000 sowie ein unverbindliches Term Sheet zum Erwerb von bis zu 12,000 Bitcoins (vorgeschlagener Marktwert ~US$1.3 billion).

Positive
  • Revenue growth of 15.3% to $980,954 versus prior year quarter
  • Net loss narrowed to $392,438 from $1,221,111 a year earlier
  • Convertible notes conversion of $2.3M during the quarter increased equity and reduced debt carrying value
  • Debt securities held-to-maturity of $17.5M reported as a sizeable on-balance-sheet asset
  • Financing cash inflow of $553,822 and release of restricted cash of $1,325,605 improved short-term liquidity during the quarter
Negative
  • Gross profit collapsed to $6,059 (0.6% margin), reflecting severe margin compression
  • Large operating lease obligations with right-of-use assets of $18,364,534 and total operating lease liabilities of approximately $18.36M
  • Material weaknesses in internal control and disclosure controls were identified; remediation is ongoing
  • Nasdaq minimum bid-price deficiency notice received with a compliance deadline of October 6, 2025
  • Customer concentration: three logistics customers represented 45.4% of total revenue in the quarter
  • Significant related-party exposure: $5.09M due from related parties and guarantees by a company controlled by the CEO
  • Non-binding Bitcoin term sheet to acquire up to 12,000 BTC (proposed market value ~US$1.3B) introduces potential dilution and transactional risk

Insights

TL;DR: Revenue growth and narrower loss show operational momentum, but gross margins collapsed and liquidity remains constrained.

Revenue increased 15.3% to $980,954 with logistics now representing the majority of sales. Net loss narrowed to $392,438 from $1.22M, partly from non-cash fair value movements and convertible note conversions that reduced reported finance liabilities. However, consolidated gross margin fell to 0.6% driven by higher logistics costs (fuel/tolls and subcontracting) and a large gross loss in property subleasing. Cash on hand is limited ($491k) despite substantial $17.5M debt securities on the balance sheet; operating lease liabilities and concentrated customer exposure create continued margin and cash-flow vulnerability.

TL;DR: Material weaknesses in controls, related-party guarantees, and a large CEO pay increase raise governance and oversight concerns.

Management concluded disclosure controls were not effective and outlined remediation steps including hiring a reporting manager and engaging external SOX 404 consultants. Related-party activity is significant: a $5.09M amount due from related parties and a guarantee from Hongye Financial Consulting for the $17.5M debt security are disclosed. The board approved a post-period CEO salary increase from $17,229 to $200,000, and the company disclosed a non-binding, extremely large Bitcoin acquisition term sheet. These facts elevate governance and related-party risk for investors.

Addentax Group Corp. (ATXG) gestisce la produzione di abbigliamento, servizi logistici e la sublocazione immobiliare in Cina. Per i tre mesi terminati il 30 giugno 2025 i ricavi sono cresciuti del 15,3% a $980,954, sostenuti dai servizi logistici che hanno rappresentato il 82.2% dei ricavi. Il profitto lordo si è contratto a $6,059 (margine 0,6%) e la società ha riportato una perdita netta di $392,438 (perdita base e diluita per azione $(0.06)), in miglioramento rispetto alla perdita di 1,22 milioni di dollari dell'anno precedente.

Al 30 giugno 2025 le attività totali ammontavano a $48.98M con liquidità di $490,716, liquidità vincolata di $1.424M e titoli di debito detenuti fino a scadenza per $17.5M. Le passività totali erano pari a $23.82M e il patrimonio netto a $25.16M. La direzione ha dichiarato l'esistenza di carenze rilevanti nei controlli interni e ha presentato piani di rimedio. Tra gli eventi successivi significativi figurano la conversione di $2.3M di note convertibili in azioni durante il trimestre, una comunicazione del Nasdaq per non conformità al prezzo minimo con termine per adempiere fissato al 6 ottobre 2025, un aumento salariale del CEO approvato dal consiglio a $200,000 e un term sheet non vincolante per acquisire fino a 12,000 Bitcoins (valore di mercato proposto ~US$1.3 billion).

Addentax Group Corp. (ATXG) opera en China en la fabricación de prendas, servicios logísticos y el subarriendo de inmuebles. Para los tres meses terminados el 30 de junio de 2025, los ingresos aumentaron un 15,3% hasta $980,954, impulsados por los servicios logísticos que representaron el 82.2% de los ingresos. El beneficio bruto se redujo a $6,059 (margen 0,6%) y la compañía registró una pérdida neta de $392,438 (pérdida básica y diluida por acción $(0.06)), mejorando respecto a la pérdida de 1,22 millones de dólares del año anterior.

Al 30 de junio de 2025 los activos totales eran de $48.98M, con efectivo de $490,716, efectivo restringido de $1.424M y valores de deuda mantenidos hasta el vencimiento por $17.5M. Las obligaciones totales ascendían a $23.82M y el patrimonio total a $25.16M. La dirección informó debilidades significativas en los controles internos y planes de remediación. Entre los hechos posteriores relevantes se incluyen la conversión de $2.3M de pagarés convertibles en acciones durante el trimestre, un aviso de Nasdaq por incumplimiento del precio mínimo de cotización con plazo de cumplimiento hasta el 6 de octubre de 2025, un aumento salarial aprobado por la junta para el CEO a $200,000, y una hoja de términos no vinculante para adquirir hasta 12,000 Bitcoins (valor de mercado propuesto ~US$1.3 billion).

Addentax Group Corp. (ATXG)는 중국에서 의류 제조, 물류 서비스 및 부동산 재임대를 운영하고 있습니다. 2025년 6월 30일로 끝나는 3개월 동안 매출은 15.3% 증가한 $980,954였으며, 매출의 82.2%를 차지한 물류 서비스가 성장세를 이끌었습니다. 총이익은 $6,059(마진 0.6%)로 축소되었고, 회사는 $392,438의 순손실을 보고했으며(주당 기본 및 희석 손실 $(0.06)), 이는 전년도의 122만 달러 손실에서 개선된 수치입니다.

2025년 6월 30일 기준 총자산은 $48.98M이며 현금은 $490,716, 제한현금은 $1.424M, 만기 보유 채무증권은 $17.5M입니다. 총부채는 $23.82M, 총자본(자본총계)은 $25.16M입니다. 경영진은 내부통제상의 중대한 결함과 이에 대한 시정계획을 공개했습니다. 주요 사후 공시는 분기 동안 $2.3M의 전환사채가 주식으로 전환된 것, 최저 호가 미달에 따른 Nasdaq 통지(준수 기한 2025년 10월 6일), 이사회 승인으로 CEO 연봉을 $200,000로 인상한 것, 최대 12,000 비트코인을 인수하기 위한 비구속적 조건서(제안 시가총액 약 ~US$1.3 billion)를 포함합니다.

Addentax Group Corp. (ATXG) exerce la fabrication de vêtements, la logistique et la sous-location immobilière en Chine. Pour les trois mois clos le 30 juin 2025, le chiffre d'affaires a augmenté de 15,3% pour atteindre $980,954, soutenu par les services logistiques qui ont représenté 82.2% des revenus. La marge brute s'est réduite à $6,059 (marge 0,6%) et la société a enregistré une perte nette de $392,438 (perte de base et diluée par action $(0.06)), en amélioration par rapport à la perte de 1,22 million de dollars de l'année précédente.

Au 30 juin 2025 l'actif total s'élevait à $48.98M avec une trésorerie de $490,716, une trésorerie restreinte de $1.424M et des titres de dette détenus jusqu'à échéance pour $17.5M. Le passif total s'établissait à $23.82M et les capitaux propres à $25.16M. La direction a signalé des faiblesses significatives dans les contrôles internes et des plans de redressement. Parmi les événements postérieurs importants figurent la conversion de $2.3M de billets convertibles en actions au cours du trimestre, un avis du Nasdaq pour non-conformité au cours minimum avec une date limite de mise en conformité fixée au 6 octobre 2025, une augmentation de salaire approuvée par le conseil pour le PDG à $200,000, et un term sheet non contraignant visant à acquérir jusqu'à 12,000 Bitcoins (valeur de marché proposée ~US$1.3 billion).

Addentax Group Corp. (ATXG) betreibt in China Bekleidungsfertigung, Logistikdienstleistungen und Immobilienuntervermietung. Für die drei Monate zum 30. Juni 2025 stieg der Umsatz um 15,3% auf $980,954, getragen von Logistikdiensten, die 82.2% des Umsatzes ausmachten. Der Bruttogewinn schrumpfte auf $6,059 (Marge 0,6%) und das Unternehmen meldete einen Nettoverlust von $392,438 (basis- und verwässerter Verlust je Aktie $(0.06)), eine Verbesserung gegenüber dem Verlust von 1,22 Mio. USD im Vorjahr.

Zum 30. Juni 2025 beliefen sich die Gesamtaktiva auf $48.98M mit Bargeld von $490,716, gebundenen Mitteln von $1.424M und als bis zur Endfälligkeit gehaltenen Schuldverschreibungen in Höhe von $17.5M. Die Gesamtverbindlichkeiten betrugen $23.82M und das Eigenkapital $25.16M. Das Management gab wesentliche Schwächen in den internen Kontrollen sowie Abhilfemaßnahmen bekannt. Zu den wesentlichen nachfolgenden Ereignissen zählen die Umwandlung von $2.3M an Wandelanleihen in Aktien während des Quartals, eine Nasdaq-Mitteilung wegen Nichteinhaltung des Mindestgebotspreises mit einer Compliance-Frist bis zum 6. Oktober 2025, eine vom Vorstand genehmigte Gehaltserhöhung des CEO auf $200,000 sowie ein unverbindliches Term Sheet zum Erwerb von bis zu 12,000 Bitcoins (vorgeschlagener Marktwert ~US$1.3 billion).

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: June 30, 2025

 

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

 

For the transition period from _____________ to _________________

 

Commission File No. 001-41478

 

ADDENTAX GROUP CORP.

(Exact name of registrant as specified in its charter)

 

Nevada   35-2521028
(State or other jurisdiction of   (I.R.S. Employer
incorporation or formation)   Identification Number)

 

Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000

(Address of principal executive offices) (Zip Code)

 

+ (86) 755 86961 405

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   ATXG   Nasdaq Capital Markets

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

☒ Yes ☐ No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☒ Smaller reporting company ☒
Emerging growth ☒  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

 

APPLICABLE ONLY TO CORPORATE ISSUERS:

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

As of August,14 2025, there were 11,715,348 shares outstanding of the registrant’s common stock issued and outstanding.

 

 

 

 

 

 

TABLE OF CONTENTS

 

  PART I – FINANCIAL INFORMATION  
     
Item 1. Financial Statements (Unaudited) F-1
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 13
     
Item 4. Controls and Procedures 13
     
  PART II – OTHER INFORMATION  
     
Item 1. Legal Proceedings 14
     
Item 1A. Risk Factors 14
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
     
Item 3. Defaults Upon Senior Securities 14
     
Item 4. Mine Safety Disclosures 14
     
Item 5. Other Information 14
     
Item 6. Exhibits 14

 

2

 

 

PART I – FINANCIAL INFORMATION

 

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, 10,090,963and 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 
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 

 

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

 

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

 

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:

 

 

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 $0.13 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

 

   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:

 

   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:

 

   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:

 

   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 (RMB1,000,000) 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 (RMB944,255) (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 (RMB9,000,000) 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 (RMB3,850,000) (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 (RMB500,000) 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 (RMB1,000,000) for daily operations. As of June 30, 2025, the Company has borrowed $59,755 (RMB428,571) (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:

 

   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:

 

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:

 

   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:

 

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

 

   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:

 

  

As of

January 4, 2023

 
     
Derivative liabilities – Fair value of the Warrants  $3,858,521 
Derivative liabilities – Embedded conversion feature   1,247,500 
Convertible Notes   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:

 

   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:

 

   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:

 

   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:

 

   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

 

   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.

 

   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 (RMB5,222,826) 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

 

 

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

 

The following discussion and analysis of our financial condition and results of operations for the three months ended June 30, 2025 and 2024 should be read in conjunction with the Financial Statements and corresponding notes included in this Report on Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors and Special Note Regarding Forward-Looking Statements in this report. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” “target”, “forecast” and similar expressions to identify forward-looking statements.

 

Overview

 

Our Business

 

We (Addentax Group Corp.) are a Nevada holding company with no material operations of our own. We conduct substantially all of our operations through our operating companies established in the PRC, primarily YX, our wholly-owned subsidiary and its subsidiaries. We are not a Chinese operating company. We are a holding company and do not directly own any substantive business operations in China. Therefore, our investors will not directly hold any equity interests in our operating companies. Our holding company structure involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or the value of our common stock, including that it could cause the value of such securities to significantly decline or become worthless. Our holding company, Addentax Group Corp., is listed on the Nasdaq Capital Market under the symbol of “ATXG”. We classify our businesses into three main segments: garment manufacturing, logistics services, and property management and subleasing.

 

Unless the context otherwise requires, all references in this quarter report to “Addentax” refer to Addentax Group Corp., a holding company, and references to “we,” “us,” “our,” the “Registrant”, the “Company,” or “our company” refer to Addentax and/or its consolidated subsidiaries. Addentax Group Corp., our Nevada holding company, is the entity in which our investors are investing.

 

Our subsidiaries include (i) Yingxi Industrial Chain Group Co., Ltd., a Republic of Seychelles company; (ii) Yingxi Industrial Chain Investment Co., Ltd., a Hong Kong company (“Yingxi HK”); (iii) Qianhai Yingxi Textile & Garments Co., Ltd., a PRC company; (iv) Shenzhen Qianhai Yingxi Industrial Chain Services Co., Ltd, a PRC company (“YX”), (v) Dongguan Heng Sheng Wei Garments Co., Ltd, a PRC company (“HSW”), (vi) Dongguan Yushang Clothing Co., Ltd, a PRC company (“YS”), (vii) Shenzhen Yingxi Peng Fa Logistic Co., Ltd., a PRC company (“PF”); (viii) Shenzhen Xin Kuai Jie Transportation Co., Ltd, a PRC company (“XKJ”), (ix) Dongguan Aotesi Garments Co., Ltd.,, a PRC company (“AOT”), (x) Dongguan Hongxiang Commercial Co., Ltd., a PRC company (“HX”).

 

“PRC Subsidiaries” refers to, collectively, YX, HSW, YS, PF, XKJ, AOT and HX.

 

“WFOE” refers to Qianhai Yingxi Textile & Garments Co., Ltd or “QYTG”, a wholly foreign owned enterprise in China, which is indirectly wholly owned by Addentax Group Corp.

 

Our garment manufacturing business consists of sales made principally to wholesalers located in the PRC. We have our own manufacturing facilities, with sufficient production capacity and skilled workers on production lines to ensure that we meet our high quality control standards and delivery requirements for our customers. We conduct our garment manufacturing operations through five wholly owned subsidiaries, namely HSW, YS and AOT, which are located in the Guangdong province, China.

 

In May 2025, the Company disposed of AOT to the management of AOT.

 

Our logistics business consists of delivery and courier services covering 44 cities in 10 provinces and 2 municipalities in China. Although we have our own motor vehicles and drivers, we currently outsource some of the business to our contractors. We believe outsourcing allows us to maximize our capacity and maintain flexibility while reducing capital expenditures and the costs of keeping drivers during slow seasons. We conduct our logistic operations through two wholly owned subsidiaries, namely XKJ and PF, which are located in the Guangdong province, China.

 

Our property management and subleasing business provides subleasing of shops and property management services to garment wholesalers and retailers in the garment market. We currently have an aggregate of 56,238 square meters floor space   and provide approximately 1,300 shop space to clients. We conduct our property management and subleasing operation through a wholly owned subsidiary acquired in September 2023, HX, which is located in the Guangdong province, China. 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.

 

3

 

 

Business Objectives

 

Garment Manufacturing Business

 

We believe the strength of our garment manufacturing business is mainly due to our consistent emphasis on exceptional quality and timely delivery of our products. The primary business objective for our garment manufacturing segment is to expand our customer base and improve our profit.

 

Logistics Services Business

 

The business objective and future plan for our logistics services segment is to establish an efficient logistics system and to build a nationwide delivery and courier network in China. As of June 30, 2024, we provide logistics services to over 44 cities in approximately 10 provinces and 2 municipalities. We expect to develop 20 additional logistics routes in existing serving cities and improve the Company’s profit in the year 2025.

 

Property Management and Subleasing Business

 

The business objective of our property management and subleasing segment was to integrate resources in a shopping mall, develop develop e-commerce and the Internet celebrity economy increase the value of the stores in that area.

 

The Company conducted the business through a wholly owned subsidiary, HX. In July 2025, the Company disposed of HX to the management of HX. The property management and subleasing business was then classified as discontinued operation.

 

Seasonality of Business

 

Garment Manufacturing Business

 

We generally receive more purchase orders during our second and third quarters and fewer manufacture orders during May and June.

 

Logistics Services Business

 

We generally receive more delivery orders in our third and fourth quarters and are more vulnerable to shipping delays in the PRC during Chinese New Year due to traffic and port congestion, border crossing delays and customs clearance issues.

 

Property Management and Subleasing Business

 

There is no significant seasonality in our business.

 

Collection Policy

 

Garment manufacturing business

 

For our new customers, we generally require orders placed to be backed by advances or deposits. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following their acknowledgement of receipt of goods.

 

Logistics services business

 

For logistics services, we generally receive payments from the customers between 30 to 90 days following the date of the registration of our receipt of packages.

 

Property management and subleasing business

 

For property management and subleasing business, we generally collect rental and management fees of the following month each month in advance.

 

4

 

 

Economic Uncertainty

 

Our business is dependent on consumer demand for our products and services. We believe that the significant uncertainty in the economy in China has increased our clients’ sensitivity to the cost of our products and services. We have experienced continued pricing pressure. If the economic environment becomes weak, the economic conditions could have a negative impact on our sales growth and operating margins, cash position and collection of accounts receivable. Additionally, business credit and liquidity have tightened in China. Some of our suppliers and customers may face credit issues and could experience cash flow problems and other financial hardships. These factors currently have not had an impact on the timeliness of receivable collections from our customers. We cannot predict at this time how this situation will develop and whether accounts receivable may need to be allowed for or written off in the coming quarters.

 

Despite the various risks and uncertainties associated with the current economy in China, we believe our core strengths will continue to allow us to execute our strategy for long-term sustainable growth in revenue, net income and operating cash flow.

 

Summary of Critical Accounting Policies

 

We have identified critical accounting policies that, as a result of judgments, uncertainties, uniqueness and complexities of the underlying accounting standards and operation involved could result in material changes to our financial position or results of operations under different conditions or using different assumptions.

 

Estimates and Assumptions

 

We regularly evaluate the accounting estimates that we use to prepare our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

 

Revenue Recognition

 

Revenue is generated through sale of goods and delivery services. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

 

  (i) identification of the promised goods and services in the contract;
     
  (ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
     
  (iii) measurement of the transaction price, including the constraint on variable consideration;
     
  (iv) allocation of the transaction price to the performance obligations; and
     
  (v) recognition of revenue when (or as) the Company satisfies each performance obligation.

 

5

 

 

The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. Generally, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery.

 

For all reporting periods, the Company has not disclosed the value of unsatisfied performance obligations for all product and service revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.

 

Leases

 

Lessee

 

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in the consolidated balance sheets.

 

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the leases do not provide an implicit rate, The Company generally use the incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

 

Lessor

 

As a lessor, the Company’s leases are classified as operating leases under ASC 842. Leases, in which the Company is the lessor, are substantially all accounted for as operating leases and the lease components and non-lease components are accounted for separately. Rental income from operating leases is recognized on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized on a straight line basis over the lease term.

 

Accounts receivable, net

 

Accounts receivable, net are stated at the historical carrying amount net of allowance for doubtful accounts.

 

Account receivables are classified as financial assets subsequently measured at amortized cost. Account receivables are recognized when the Company becomes a party to the contractual provisions of the receivables. They are measured, at initial recognition, at fair value plus transaction costs, if any and are subsequently measured at amortized cost. The amortized cost is the amount recognized on the receivable initially, minus principal repayments, plus cumulative amortization (interest) using the effective interest method of any difference between the initial amount and the maturity amount, adjusted for any loss allowance.

 

A loss allowance for expected credit losses is recognized on account receivables and is updated at each reporting date. The Company determines the expected credit losses provisions based on ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (‘‘ASC 326’’) using a modified retrospective approach which did not have a material impact on the opening balance of accumulated deficit. To determine expected credit losses on account receivables, the Company will consider the historic credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions, and an assessment of both the current and forecasted direction of conditions at the reporting date, including the time value of money, where appropriate.

 

The loss allowance is calculated on a collective basis for all trade and other receivables in totality. An impairment gain or loss is recognized in profit or loss with a corresponding adjustment to the carrying amount of account receivables, through use of a loss allowance account. The impairment loss is included in operating expenses as a movement in credit loss allowance.

 

Receivables are written off when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, e.g., when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings. Receivables written off may still be subject to enforcement activities under the Company’s recovery procedures, considering legal advice where appropriate. Any recoveries made are recognized in profit or loss.

 

6

 

 

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.

 

Results of Operations for the three months ended June 30, 2025 and 2024

 

The following table summarizes our results of operations for the three months ended June 30, 2025 and 2024. The table and the discussion below should be read in conjunction with our consolidated financial statements and the notes thereto appearing elsewhere in this report.

 

  

Three Months Ended June 30,

   Changes in 2025 
   2025   2024   compared to 2024 
   (In U.S. dollars, except for percentages)         
Revenue  $980,954    100.0%  $851,033    100%  $129,921    15.3%
Cost of revenues   (974,895)   (99.4)%   (648,438)   (76.2)%   (326,457)   50.3%
Gross profit   6,059    0.6%   202,595    23.8%   (196,536    (97.0)%
Operating expenses   (633,266)   (64.6)%   (707,611)   (83.1)%   74,345    (10.5)%
Loss from operations   (627,207)   (63.9)%   (505,016)   (59.3)%   (122,191)   24.2)%
Other income, net   364,940   37.2%   (2,514)   (0.3)%   367,454    (14,616.3)%
Fair value gain or loss   453,448    46.2%   134,217    15.8%   319,231    237.8%
Net finance cost   (582,855)   (59.4)%   (847,314)   (99.6)%   264,459    (31.2)%
Income tax expense   (764)   (0.1)%   (484)   (0.1)%   (280)   57.9%
Net loss  $(392,438)   40.0%  $(1,221,111)   (143.5)%  $828,673    (67.9)%

 

Revenue

 

Total revenue for the three months ended June 30, 2025 increased by approximately $0.1 million, or 15.3%, as compared with the three months ended June 30, 2024. The increase was mainly due to the increase of $0.3 million in logistics services revenue.

 

Revenue generated from our garment manufacturing business contributed approximately $0.02 million, or 2.0%, of our total revenue for the three months ended June 30, 2025. By comparison, revenue generated from garment manufacturing business contributed approximately $0.09 million or 10.2% of our total revenue for the three months ended June 30, 2024. The low level of sales was mainly due to a decrease in order volume and fierce market competition

 

7

 

 

Revenue generated from our logistics services business contributed approximately $0.8 million, or 82.2%, of our total revenue for the three months ended June 30, 2025. By comparison, revenue generated from our logistic business contributed approximately $0.5 million or 57.2% of our total revenue for the three months ended June 30, 2024.

 

Revenue generated from our property management and subleasing business was $0.15 million, or 15.8%, of our total revenue for the three months ended June 30, 2025. The revenue from this business segment was $0.3 million, or 32.7% for the three months ended June 30, 2024.

 

Cost of revenue

 

  

Three months ended June 30,

   Increase (decrease) in 
   2025   2024   2025 compared to 2024 
   (In U.S. dollars, except for percentages)             
Net revenue for garment manufacturing  $19,896    100.0%  $86,602    100%  $(66,706)   (77.0)%
Raw materials   7,022    35.3%   37,686    43.5%   (30,664)   (81.4)%
Labor   8,120    40.8%   18,096    20.9%   (9,976)   (55.1)%
Other and Overhead   1,230    6.2%   3,553    4.1%   (2,323)   (65.4)%
Total cost of revenue for garment manufacturing   16,372    82.3%   59,335    68.5%   (42,963)   (72.4)%
Gross profit for garment manufacturing   3,524    17.7%   27,267    31.5%   (23,743)   (87.1)%
                               
Net revenue for logistics services   806,458    100.0%   486,507    100.0%   319,951    65.8)%
Fuel, toll and other cost of logistics services   571,083    70.8%   249,296    51.2%   321,787    129.1%
Subcontracting fees   48,485    6.0%   -    -%   48,485    - 
Total cost of revenue for logistics services   619,568    76.8%   249,296    51.2%   370,272    148.5%
Gross Profit for logistics services   186,890    23.2%   237,211    48.8%   (50,321)   (21.2)%
                               
Net revenue for property management and subleasing   154,600    100.0%   277,924    100%          
Total cost of revenue for property management and subleasing   338,955    219.2%   339,807    (122.3)%          
Gross Profit for property management and subleasing   (184,355)   (119.2)%   (61,883)   (22.3)%          
                               
Total cost of revenue  $974,895    99.4%  $648,438    76.2%  $327,309    106.1%
Gross profit  $6,059    0.6%  $202,595    23.8%  $35,162    22.6%

 

8

 

 

For our garment manufacturing business, we purchase the majority of our raw materials directly from numerous local fabric and accessories suppliers.

 

Raw material costs for our garment manufacturing business were approximately 35.3% of our total garment manufacturing business revenue for the three months ended June 30, 2025, as compared with 43.5% for the three months ended June 30, 2024. The decrease in percentage was mainly due to a reduction in the costs of the raw materials.

 

Labor costs for our garment manufacturing business was approximately 40.8% of our total garment manufacturing business revenue for the three months ended June 30, 2025, as compared with 20.9% for the three months ended June 30, 2024. We maintained a sustainable level in wages. The increase in portion of labor cost against revenue was mainly due to the decrease in revenue.

 

Overhead and other expenses for our garment manufacturing business accounted for approximately 6.2% of our total garment business revenue for the three months ended June 30, 2025, as compared with 4.1% of total garment business revenue for the three months ended June 30, 2024.

 

For our logistic services business, we outsourced some of the business to our contractors. We relied on a few contractors, and the contracting fees to our largest contractor represented approximately 6.0% ($0.05 million) and nil% of total cost of revenues for our service segment for the three months ended June 30, 2025 and 2024, respectively. The increase was attributed to the use of contractors. We have not experienced any disputes with our contractors and we believe we maintain good relationships with our contract logistics services providers.

 

Fuel, toll and other costs for our logistics services business for the three months ended June 30, 2025 were approximately $0.6 million as compared with $0.2 million for the three months ended June 30, 2024. Fuel, toll and other costs for our logistics services business accounted for approximately 70.8% of our total service revenue for the three months ended June 30, 2025, as compared with 51.2% for the three months ended June 30, 2024. The increase was primarily attributable to a increased use of contractors during the quarter.

 

For property management and subleasing business, the cost of revenue was mainly the amortization of operating lease assets for the subleasing business. The cost of revenue for property management and subleasing business for the three months ended June 30, 2025 was $0.3 million, approximately (219.2)% of our total property management and subleasing business revenue, as compared with $0.3 million, or (122.3)% for the three months ended June 30, 2024.

 

9

 

 

Gross profit

 

Garment manufacturing business gross profit for the three months ended June 30, 2025 was $3,523, as compared with $27,267 for the three months ended June 30, 2024. Gross profit accounted for 17.7% of our total garment manufacturing business revenue for the three months ended June 30, 2025, as compared to 31.5% for the three months ended June 30, 2024. The decrease of gross profit ratio was mainly due to a decline in segment revenue, primarily driven by reduced sales on the Taobao platform, which resulted in less efficient absorption of fixed and variable costs across operations.

 

Gross profit in our logistics services business for the three months ended June 30, 2025 was approximately $186,891 and gross margin was 23.2%. Gross profit in our logistics services business for the three months ended June 30, 2024 was approximately $237,211 and gross margin was 48.8%. The decrease of gross profit ratio was mainly due to a combination of cost and market factors: significantly higher toll expenses; and a competitive “low-margin, high-volume” pricing strategy adopted to maintain market share amid intense economic competition, despite year-over-year revenue growth in the 2025 period.

 

Gross loss in our property management and subleasing business for the three months ended June 30, 2025 was $(184,354). Gross loss was $(61,883) for the three months ended June 30, 2024. Gross loss accounted for (119.2)% of our total property management and subleasing business revenue for the three months ended June 30, 2025, as compared to 22.3% for the three months ended June 30, 2024. The decrease of gross profit ratio was mainly because the property management and subleasing business was still in its preliminary stages and centered around a new building. In order to incentivize tenants, rental rates were reduced but are expected to improve over time.

 

  

Three months ended June 30,

   Increase (decrease) in 
   2025   2024   2025 compared to 2024 
   (In U.S. dollars, except for percentages)         
Gross profit  $6,059    100%  $202,595    100%   (196,536)   (97.0)%
Operating expenses:                              
Selling expenses   (53,507)   (883.1)%   (139,360)   (68.8)%   85,853   (61.6)%
General and administrative expenses   (579,759)   (9,568.6)%   (568,251)   (280.5)%   (11,508)   2.0%
Total  $(633,266)   (10,451.7)%  $(707,611)   (349.3)%   74,345    (10.5)%
(Loss) Income from operations  $(627,207)   (10,351.7)%  $(505,016)   (249.3)%   (122,191)   24.2%

 

Selling, General and administrative expenses

 

Our selling expenses for our garment manufacturing business for the three months ended June 30, 2025 and 2024 was approximately $6,661 and $82,603, respectively. The selling expenses for property management and subleasing business for the three months ended June 30, 2025 and 2024 was approximately $46,846 and $56,757, respectively. Selling expenses consisted primarily of advertisement, local transportation, unloading charges and product inspection charges.

 

Our general and administrative expenses in our garment manufacturing business segment for the three months ended June 30, 2025 and 2024 were approximately $26,450 and $8,310, respectively. Our general and administrative expenses in our logistics services segment for the three months ended June 30, 2025 and 2024 were approximately $200,372 and $216,250, respectively. The general and administrative expenses in our property management and subleasing business were approximately $41,131 and $85,793 for the three months ended June 30, 2025 and 2024, respectively. Our general and administrative expenses in our corporate office for the three months ended June 30, 2025 and 2024 were approximately $311,806 and $257,898, respectively. General and administrative expenses consisted primarily of administrative salaries, office expense, certain depreciation and amortization charges, repairs and maintenance, legal and professional fees, warehousing costs and other expenses that are not directly attributable to our revenues.

 

Total general and administrative expenses for the three months ended June 30, 2025 increased by approximately 2.0% to $579,759 from $568,251 for the three months ended June 30, 2024.

 

10

 

 

Loss from operations

 

Loss from operations for the three months ended June 30, 2025 and 2024 was approximately $627,207 and $505,016, respectively. Loss from operations in our garment manufacturing segments was $29,587 and $63,645 for the three months ended June 30, 2025 and 2024, respectively. The decrease in losses was mainly due to implementing operational cost-saving measures. Income (loss) from operations in our logistics services segment was approximately $(13,481) and $20,879 for the three months ended June 30, 2025 and 2024, respectively. The increase in income was mainly due to increased sales. Loss from operations in our property management and subleasing business was $272,331 and $204,433 for the three months ended June 30, 2025 and 2024, respectively. The increase in loss was mainly due to the decreased rental rates. We incurred expenses from operations in corporate office of approximately $311,807 and $257,817 for the three months ended June 30, 2025 and 2024, respectively.

 

Income Tax Expenses

 

Income tax expense for the three months ended June 30, 2025 and 2024 was approximately $764 and $465, respectively. YX primarily operates in the PRC and files tax returns in the PRC jurisdictions.

 

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.

 

Yingxi HK was incorporated in Hong Kong and is subject to Hong Kong income tax at a progressive tax 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.

 

QYTG and YX were incorporated in the PRC and is subject to the PRC Enterprise Income Tax (EIT) rate of 25%. No provision for income taxes in the PRC has been made as QYTG and YX had no taxable income for the three months ended June 30, 2025 and 2024.

 

The majority of our subsidiaries are governed by the Income Tax Laws of the PRC. All YX’s operating companies are subject to progressive EIT rates from 5% to 15% in 2025. The preferential tax rates will expire at end of year 2025.

 

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 United States taxable income for the three months ended June 30, 2025 and 2024.

 

Net Loss

 

We incurred net income of approximately $0.4 million and net loss of approximately $1.2 $ million for the three months ended June 30, 2025 and 2024, respectively. Our basic and diluted loss per share were ($0.06) and ($0.25) for the three months ended June 30, 2025 and 2024, respectively.

 

11

 

 

Summary of cash flows

 

Summary cash flows information for the three months ended June 30, 2025 and 2024 is as follow:

 

  

Three months ended June 30,

 
   2025   2024 
   (In U.S. dollars) 
Net cash used in operating activities  $(306,075)  $(193,185)
Net cash used in investing activities   (79,455)   (27,364)
Net cash provided by financing activities  $553,822   $306,461 

 

Net cash used in operating activities in the three months ended June 30, 2025 was approximately $0.3 million as compared to $0.2 million in the three months ended June 30, 2024, which was approximately $0.1 million less than that of the three months ended June 30, 2024. The decrease was mainly due to (i) net income adjusted to operating cash flow for the three months ended June 30, 2025 was $0.3 million more than that of the three months ended June 30, 2024; (ii) the movement of operating assets and liabilities in the three months ended June 30, 2025 resulted in cash outflow of approximately $0.5 million, which was $0.4 million less than that of the corresponding period in 2024;.

 

Net cash used in investing activities for the three months ended June 30, 2025 was approximately $0.08 million, which was mainly due to purchase of property, plant and equipment and disposal of subsidiaries.

 

Net cash provided by financing activities for the three months ended June 30, 2025 was approximately $0.6 million as compared to $0.3 million in the three months ended June 30, 2024, which was approximately $0.3 million less than the three months ended June 30, 2025. The increase was mainly because in the three months ended June 30, 2025, the Company had release of restricted cash of $1.3 million, paid net cash advance of $0.9 million to related parties, and received net proceeds from bank loans of $0.1 million. While in the three months ended June 30, 2024, the Company received proceeds from a private placement of $0.7 million, paid $0.5 million net cash advance to related parties, and received net proceeds from bank loans of $0.1 million.

 

Financial Condition, Liquidity and Capital Resources

 

As of June 30, 2025, we had cash on hand of approximately $0.5 million, total current assets of approximately $30.0 million and current liabilities of approximately $4.9 million. We currently finance our operations from revenue, fund raising from our initial public offering and private placement proceeds and capital contributions from our chief executive officer, Mr. Zhida Hong.

 

In the event that the Company requires additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, Mr. Hong has indicated the intent and ability to provide additional equity financing.

 

Foreign Currency Translation Risk

 

Our operations are located in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility in foreign exchange rates between the U.S. dollar and the Chinese Renminbi (“RMB”). All of our sales are in RMB. In the past years, RMB continued to appreciate against the U.S. dollar. As of June 30, 2025, the market foreign exchange rate was RMB 7.17 to one U.S. dollar. Our financial statements are translated into U.S. dollars using the closing rate method. The balance sheet items are translated into U.S. dollars using the exchange rates at the respective balance sheet dates. The capital and various reserves are translated at historical exchange rates prevailing at the time of the transactions while income and expenses items are translated at the average exchange rate for the period. All translation adjustments are included in accumulated other comprehensive income in the statement of equity. The foreign currency translation gain (loss) for the three months ended June 30, 2025 and 2024 was approximately $(0.04) million and $0.01 million, respectively.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet arrangements (as that term is defined in Item 303(a)(4)(ii) of Regulation S-K) as of June 30, 2025 that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

 

12

 

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable to smaller reporting companies.

 

Item 4. Controls and Procedures

 

Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective .

 

Management’s Remediation Initiatives

 

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate the following series of measures to further strengthen the Company’s internal controls going forward:

 

1. hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S. GAAP and SEC reporting experience and qualifications;

 

2. make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels of accounting knowledge and experience;

 

3. streamline our accounting department structure and enhance our staff’s U.S. GAAP and SEC reporting requirements on a continuous basis through internal training provided by the Internal Finance manager;

 

4. participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S. GAAP /SEC reporting requirements updates; and

 

5. engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance together with the establishment of our internal audit function.

 

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

 

Changes in Internal Controls over Financial Reporting

 

There was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

13

 

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, we may become involved in legal proceedings or be subject to claims arising in the ordinary course of our business. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

 

Item 1A. Risk Factors

 

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not Applicable.

 

Item 5. Other Information

 

There is no other information required to be disclosed under this item, which was not previously disclosed.

 

Item 6. Exhibits

 

Exhibit

Number

   Description
(31)   Rule 13a-14 (d)/15d-14d) Certifications
31.1*   Section 302 Certification by the Principal Executive Officer
31.2*   Section 302 Certification by the Principal Financial Officer and Principal Accounting Officer
(32)   Section 1350 Certifications
32.1*   Section 906 Certification by the Principal Executive Officer
32.2*   Section 906 Certification by the Principal Financial Officer and Principal Accounting Officer
101*   Interactive Data File
101.INS   Inline XBRL Instance Document
101.SCH   Inline XBRL Taxonomy Extension Schema Document
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*Filed herewith.

 

14

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Addentax Group Corp.
     
Date: August 14, 2025 By: /s/ Zhida Hong
    Zhida Hong
    President, Chief Executive Officer and Director,
    (Principal Executive Officer)
     
Date: August 14, 2025 By: /s/ Chao Huang
    Chao Huang
    Chief Financial Officer and Treasurer
    (Principal Financial and Accounting Officer)

 

15

 

Source: View Original Filing on SEC EDGAR

FAQ

What were Addentax (ATXG) revenue and net loss for the quarter?

For the three months ended June 30, 2025, revenue was $980,954 and net loss was $392,438 (basic and diluted loss per share $(0.06)).

How did revenue mix change and which segment drove growth?

Logistics services drove growth, representing 82.2% of total revenue; garment manufacturing was ~$19,896 and property subleasing $154,600.

What liquidity and balance sheet items should investors note?

At June 30, 2025 cash was $490,716, restricted cash $1,424,395, debt securities held-to-maturity $17.5M, total assets $48.98M, total liabilities $23.82M.

What happened with the company's convertible notes?

During the quarter $2.3M of convertible notes were converted into approximately 4.3M shares at an average conversion price of $0.5363 per share.

Is Addentax compliant with Nasdaq listing rules?

The company received a Nasdaq notice for minimum bid-price noncompliance; it has a compliance period through October 6, 2025 to regain a ≥$1.00 closing bid.

Are there governance or related-party issues disclosed?

Management reported material weaknesses in internal controls; related-party balances totaled $5,094,315 receivable and Hongye Financial Consulting guaranteed the $17.5M note.
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Addentax Group

NASDAQ:ATXG

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ATXG Stock Data

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Integrated Freight & Logistics
Services-mailing, Reproduction, Commercial Art & Photography
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SHENZHEN CITY