SEC Form DEF 14A filed by Jerash Holdings (US) Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)

Check the appropriate box:

Jerash Holdings (US), Inc.
(Name of Registrant as Specified In Its Charter)

___________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Notice of 2024 Annual Meeting of
Stockholders and Proxy Statement

To our Stockholders:

Thank you for your support as a stockholder of Jerash Holdings (US), Inc. In fiscal 2024, we faced a challenging macroeconomic environment with high inflation and decreased consumer confidence in our major markets, including the U.S. and Europe, which was further impacted by the geopolitical tensions in Europe and the Middle East. We concluded the year with an annual sales of $117 million, marking a 15% decrease from fiscal 2023. Our evolving product and customer mix to adapt to the environment also impacted our margins, which declined from 16% in fiscal 2023 to 14% in fiscal 2024. Consequently, we recorded our first annual loss due to lower sales and margins, largely influenced by the severe disruption to transit through the Red Sea. Despite these challenges, we maintained our regular quarterly dividend payments of $0.05 per share, as we still generated sufficient cash flow from our operations to cover the dividend payments.

We are grateful to our long-term major customers for their continued support with promising order projections for fiscal 2025. Furthermore, we are growing our businesses with the new customers acquired through our marketing efforts in the past few years, and our cooperation with Busana Apparel Group that broadens our customer base and product offering. To optimize our supply chain, we are proactively developing our sourcing in nearby countries, including Turkey and Egypt, which may offer shorter lead times and lower logistic costs. With the additional capacity provided by the extension in our main factory building completed in the past two years, we are well-positioned to improve our financial performance in fiscal 2025.

Last but not least, we remain committed to be a socially responsible company by advancing our environmental, social, and governance goals. We have been reducing our carbon footprint by expanding solar panel installations to more production facilities and the new dormitory. We are also strengthening our sourcing team in Jordan to focus on developing new suppliers in the Middle East and Africa. In addition, we believe in paying a living wage to our valued employees, creating a safe and rewarding work environment with opportunities for advancement, and providing access to employment for displaced or disadvantaged workers, including Syrian refugees, through our initiatives with the United Nations, and local women, through our collaboration with the Jordanian government.

We look forward to the year ahead and continuing to report our progress.

Best regards,

Notice of Annual Meeting of Stockholders

Jerash Holdings (US), Inc. (the “Company,” “we,” “our,” and “us”)
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

Items of Business

1.      Elect five directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2025 annual meeting of stockholders; and

2.      Consider any other business as may properly be brought before the meeting or any adjournment or postponement thereof.

The Board of Directors recommends that you vote “FOR” the election of each of the director nominees included in Proposal No. 1.

How to Vote

•        By Internet:    You may vote online at www.proxyvote.com.

•        By Telephone:    You may vote by calling 1-800-690-6903.

•        By Mail:    You may vote by completing and returning the enclosed proxy card.

•        In Person:    All stockholders are cordially invited to attend the annual meeting of stockholders.

This communication is not a form for voting and presents only an overview of the more complete proxy materials. The Company encourages you to review the complete proxy materials before voting.

THE 2024 ANNUAL REPORT OF THE COMPANY ACCOMPANIES THIS NOTICE

Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders Meeting to be held on September 12, 2024: This Proxy Statement, our Annual Report on Form 10-K, and a letter to our stockholders are available at www.proxyvote.com and can be obtained, free of charge, by (i) visiting www.proxyvote.com, (ii) calling 1-800-579-1639, or (iii) sending an email to [email protected] prior to August 29, 2024 to receive the materials before the annual meeting.

Proxy Statement Summary

Below are the highlights of the important information you will find in this Proxy Statement. As this is only a summary, we request that you please review the full Proxy Statement before casting your vote.

General Meeting Information

Voting Matters and Board Recommendations

Recent Highlights and Achievements

We recently reported our financial results for the fiscal year ended March 31, 2024 (“fiscal 2024”) and other recent highlights, including:

•        revenue of $117.2 million for fiscal 2024, compared to $138.1 million for fiscal 2023, representing a decrease of $20.9 million, or 15%, which was primarily due to reduced shipments to two of our major customers in the U.S., which is our main export market;

•        gross profit of $16.9 million, a decrease of 22%, primarily due to lower overall sales and increased proportion of sales to customers with lower gross margins;

•        a gross margin of approximately 14% in fiscal 2024, representing a decrease by approximately two percentage points from 16% in fiscal 2023, which was primarily influenced by the lower margin on orders from new customers that were introduced to compensate the decrease in shipments to our two major customers in the U.S;

•        a net loss of $2.0 million in fiscal 2024, or $0.16 per share, compared to net profit of approximately $2.4 million, or $0.19 per share, for fiscal 2023;

•        a comprehensive loss attributable to our stockholders of $2.4 million as compared to comprehensive income of $2.2 million last year; and

•        cash of $12.4 million and net working capital of $36.1 million at the end of fiscal 2024.

Governance Highlights

We are committed to applying sound corporate governance principles. We believe sound governance practices are in the best interests of our stockholders and strengthen accountability within our organization. The following highlights our guiding governance principles:

Board Diversity Matrix (As of July 25, 2024)

In addition, we intend to implement additional corporate governance principles in the future, including:

•        developing our executive compensation policies;

•        enhancing public disclosure; and

•        enhancing stockholder communication.

Director Nominees

You are being asked to vote to elect the following five director nominees to our Board of Directors. Detailed information about each of these nominees begins on page 5 of the Proxy Statement.

Table of Contents

General Information About the Meeting and Voting

The Board of Directors of Jerash Holdings (US), Inc. (the “Board”) is using this Proxy Statement to solicit proxies from the holders of its common stock for use at the Jerash Holdings (US), Inc. 2024 annual meeting of stockholders and any adjournment or postponement thereof (the “Annual Meeting” or the “meeting”). The notice of meeting, this Proxy Statement, and the enclosed form of proxy card are first being mailed to our stockholders on or about July 25, 2024. In this Proxy Statement, we may also refer to Jerash Holdings (US), Inc. and its subsidiaries as “Jerash,” the “Company,” “we,” “our,” or “us.”

Proposal No. 1 — Election of Directors

Our Board consists of five directors, all of whom are nominated for re-election at the Annual Meeting to serve until the 2025 annual meeting of stockholders and until their respective successors have been elected and qualified or until their earlier resignation or removal. The Nominating and Corporate Governance Committee has recommended each nominee for election to our Board.

Set forth below for each nominee for election as a director is a brief statement about the nominee’s age, principal occupation, and business experience, including any directorships with any other public companies, describing the specific individual qualities and skills of each nominee that contribute to the overall effectiveness of the Board and its committees. Each nominee has consented to being named as a nominee and to serve as a director if elected. Although we do not anticipate that any of the nominees named will be unable to serve if elected, the votes will be cast for a substitute nominee selected by the Board unless the number of directors to be elected has been reduced to the number of nominees willing and able to serve on our Board.

the board recommends the election of these nominees:

Nominee Information

Corporate Governance Practices and Policies

Board and Committee Independence

The Board determines whether each of our directors is considered independent. For a director to be considered independent, the director must meet the bright-line independence standards under the Nasdaq listing standards. The Board must also affirmatively determine that, in its opinion, each director has no relationship that would interfere with the directors’ exercise of independent judgment in carrying out the director’s responsibilities. In addition to the Nasdaq listing standards, the Board will consider all relevant facts and circumstances in determining whether a director is independent. There are no family relationships among any of our directors and executive officers. The Board has determined that the following nominees satisfy the independence requirements of Nasdaq: Ibrahim H. Saif, Bill Korn, and Mak Chi Yan.

Leadership Structure of the Board

The Board does not have a policy on whether the roles of Chief Executive Officer and Chairman of the Board should be separate and, if they are to be separate, whether the Chairman of the Board should be a non-employee director or an employee. The Board believes that it should have the flexibility to choose this role in any manner that is in the best interests of our Company and our stockholders. Under our Bylaws, the Board of Directors may elect a Chairperson of the Board from among the directors or from among other officers as it may determine to preside at meetings of the stockholders and directors and to perform other duties as the Board may determine.

Currently, our Chairman of the Board, Choi Lin Hung, is also our Chief Executive Officer, President, and Treasurer. We believe that Mr. Choi’s leadership of the Company in this dual role is appropriate for the Company at this time because his involvement with the Company’s operations and business strategy provide the main focus for the Board. The Board does not currently have a lead independent director. The Board believes its current leadership structure is appropriate because Mr. Choi’s leadership ensures the Company maintains continuity as it grows as a public company and affords the Board access to Mr. Choi’s institutional knowledge of the Company.

Board Committees and Meetings

The Board held four meetings during fiscal 2024. No director attended fewer than 75% the aggregate number of all meetings of the Board of Directors and committees on which he or she served during fiscal 2024. All of the Company’s directors attended last year’s annual meeting of stockholders either in person or by conference call. The Company expects the directors to attend the Annual Meeting either in person or by conference call.

Board Committees

The Board has created three standing committees: an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board has adopted a formal, written charter for each of the committees under which each committee operates. The charters can be found in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. As a matter of routine corporate governance, each committee reviews its charter and practices on an annual basis to determine whether its charter and practices are consistent with the listing standards of Nasdaq.

Committee Composition

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C = Committee chairperson; X = Committee member

Audit Committee

The Audit Committee of the Board (the “Audit Committee”) is composed of three independent directors: Bill Korn, who is the chairperson, Ibrahim H. Saif, and Mak Chi Yan. Each member of the Audit Committee is an independent director as defined by rules of the SEC and Nasdaq. In addition, the Board of Directors has determined that Bill Korn is an audit committee financial expert as defined by SEC rules.

The Audit Committee has the sole power and authority to select and engage independent auditors for the Company. The Audit Committee reviews with the auditors and with the Company’s management all matters relating to the annual audit of the Company. The Audit Committee held four meetings and several informal meetings over the phone in fiscal 2024.

Compensation Committee

The Compensation Committee of the Board (the “Compensation Committee”) is composed of three independent directors: Ibrahim H. Saif, who is the chairperson, Bill Korn, and Mak Chi Yan.

The Compensation Committee has the power and authority to review and approve the remuneration arrangements for the Company’s executive officers, directors, and certain employees. The Compensation Committee also interprets and administers our employee benefit plans, including by selecting participants and approving awards under those plans. The Compensation Committee has the power and authority to form, and delegate authority to, subcommittees. The Compensation Committee did not hold any meetings in fiscal 2024.

Compensation Committee Interlocks and Insider Participation

During the last completed fiscal year, Ibrahim H. Saif, Bill Korn, and Mak Chi Yan served as members of the Compensation Committee. Each member of the Compensation Committee is an independent director as defined by the rules of the SEC and Nasdaq.

Compensation Committee Report

The Company is not required to provide the disclosure required for Compensation Committee Report under Item 407(e)(5) of Regulation S-K, since it qualifies as a smaller reporting company.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”) is composed of three independent directors: Mak Chi Yan, who is the chairperson, Ibrahim H. Saif, and Bill Korn. Each member of the Nominating and Corporate Governance Committee is an independent director as defined by the rules of the SEC and Nasdaq.

The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for membership on the Board. Each year, prior to the annual meeting of stockholders, the Nominating and Corporate Governance Committee recommends nominees to serve as our directors for the following year. The Nominating and Corporate Governance Committee did not hold any meetings in fiscal 2024.

Board Role in Risk Oversight

Our Audit Committee is primarily responsible for overseeing our risk management processes on behalf of the Board, including with respect to cybersecurity risks. The Audit Committee receives reports from management on at least a quarterly basis regarding management’s assessment of risks to the Company.

In addition, the Audit Committee reports regularly to our Board, which also monitors our risk profile. The Audit Committee and the Board focus on the most significant risks we face and our general risk management strategies, while our management team coordinates responses to day-to-day risks.

Code of Ethics

We have a Code of Ethics that applies to all of our directors and executive officers, including our principal executive officer, principal financial officer, and principal accounting officer or controller. The Code of Ethics is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com. We intend to post any amendments to or waivers from the Code of Ethics that apply to our principal executive officer, principal financial officer, and principal accounting officer, or persons performing similar functions, on our website.

Anti-Corruption Policy

We have adopted an Anti-Corruption Policy that applies to all of our directors, officers, employees, subsidiaries, agents, consultants, joint venture partners, and any other third-party representative that conducts business on behalf of the Company outside of the U.S. or interacts with non-U.S. government officials. This Anti-Corruption Policy sets forth our guiding principles to comply with the U.S. Foreign Corrupt Practices Act of 1977 and other anti-corruption and anti-bribery laws to which we may be subject, including the anti-corruption provisions of the Penal Code of Jordan. Our Anti-Corruption Policy is publicly available in the Corporate Governance section of the Investor Relations tab on the Company’s website at www.jerashholdings.com.

Anti-Hedging Policy

Our Board adopted an Insider Trading Policy, which prohibits, among other things, our directors, officers, and employees from engaging in any hedging or monetization transactions with respect to the Company’s securities. In addition, our Insider Trading Policy prohibits our directors, officers, and employees from engaging in certain short-term or speculative transactions in the Company’s securities, such as short-term trading, short sales, and publicly traded options, which could create heightened legal risk and/or the appearance of improper or inappropriate conduct by our directors, officers, and employees.

Nominating Process

The Nominating and Corporate Governance Committee is responsible for identifying, screening, and recommending candidates for membership on the Board.

The Nominating and Corporate Governance Committee has not yet developed a policy for selecting directors, including any specific minimum requirements or a diversity policy. The Nominating and Corporate Governance Committee considers candidates recommended by stockholders in the same manner as it evaluates candidates recommended by Board members, officers, or search firms. To recommend a potential candidate to the Board, a stockholder must submit the recommendation in writing to Chief Financial Officer, Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, in the manner set forth in our Bylaws, as filed with the SEC. Stockholder nominations must be received no earlier than May 15, 2025 and no later than June 14, 2025 to be considered for our 2025 annual meeting of stockholders. See “Other Important Information — Stockholder Proposals for the 2025 Annual Meeting” below for more information. Following the amendment and restatement of our Bylaws in July 2019, stockholders must follow specific requirements to recommend a nominee to serve as a director of the Company. These requirements, as set forth in the Bylaws, are designed to elicit the type of information regarding a director nominee who is proposed by a stockholder that would be comparable to the information reviewed for those nominees proposed by our management to best ensure that stockholder nominees are considered in the same manner by the Nominating and Corporate Governance Committee.

Communications with Directors

Stockholders wishing to communicate with our directors may send a letter to: Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, Attention: Board of Directors. All correspondence sent to that address will be delivered to the appropriate directors by our Chief Financial Officer.

Director Compensation

The compensation of our directors is set by our Board of Directors and reviewed by the Compensation Committee at least annually. The Company does not pay any director who is also an employee of the Company or its subsidiaries for his or her service as director. In addition to reimbursement for reasonable expenses incurred in connection with serving on the Board, in fiscal 2024 we paid our independent directors who served during that year the following compensation:

Certain Relationships and Related Party Transactions

Review and Approval of Related Party Transactions

We review all relationships and transactions in which we and any of our directors, executive officers, or their immediate family members are participants to determine whether those persons have a direct or indirect material interest in the relevant transaction. Our Audit Committee is responsible for reviewing, approving, and overseeing transactions between us and any related person and other potential conflict of interest situations. Our Bylaws provide that a transaction will not be void or voidable because it is a related party transaction if:

•        the material facts of the relationship or related party’s interest in the transaction are disclosed to the Board or the Audit Committee and the Board or Audit Committee authorizes the transaction with the affirmative votes of a majority of directors disinterested in the transaction;

•        the material facts of the relationship or related party’s interest in the transaction are disclosed to the stockholders entitled to vote on the transaction and the transaction is approved in good faith by a vote of the stockholders; or

•        the transaction is fair to the Company as of the time it is authorized, approved, or ratified by the Board, any committee of the Board or the stockholders.

Related Party Transactions

During fiscal 2024 and 2023, we have engaged in transactions with entities that are considered our affiliates. These related party transactions occurred with the following entities, and the details of the relationships and nature of the transactions are summarized below:

Consulting Agreements

On January 12, 2018, Treasure Success and Yukwise entered into a consulting agreement, pursuant to which Mr. Choi has served as Chief Executive Officer of the Company and provide high-level advisory and general management services for $300,000 per annum. The agreement renews automatically for one-month terms. This agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $300,000 for each of the fiscal years ended March 31, 2024 and 2023.

On January 16, 2018, Treasure Success and Multi-Glory entered into a consulting agreement, pursuant to which Multi-Glory has provided high-level advisory, marketing, and sales services to the Company for $300,000 per annum. The agreement renews automatically for one-month terms. The agreement became effective as of January 1, 2018. Total consulting fees under this agreement were $300,000 for each of the fiscal years ended March 31, 2024 and 2023.

Executive Compensation

Executive Compensation Tables

The following table sets forth the compensation paid by us during fiscal 2024 and fiscal 2023 for services performed on our behalf with respect to the persons who served as our named executive officers as of March 31, 2024 and for fiscal 2024. Our named executive officers are Mr. Choi, Mr. Lee, Ms. Yang, and Mr. Ng. Mr. Choi serves as our Chairman, Chief Executive Officer, President, and Treasurer; Mr. Lee serves as our Chief Financial Officer; Ms. Yang serves as our Vice President and Secretary; and Mr. Ng serves as our Head of Marketing.

Summary Compensation Table

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(1)      For a summary of all assumptions made in the valuation of the option awards described above, see “Note 10 — Stock-Based Compensation” to our Consolidated Financial Statements filed in our Annual Report on Form 10-K for fiscal 2024, filed with the SEC on June 28, 2024.

Agreements with Named Executive Officers

Effective January 12, 2018, Treasure Success, our wholly-owned subsidiary, entered into a consulting agreement with Yukwise, pursuant to which Mr. Choi is compensated for his services as the principal executive officer of the Company. Treasure Success compensates Yukwise for Mr. Choi’s time at a rate of $300,000 per annum..

On April 22, 2022, Treasure Success entered into a letter of employment with Mr. Choi. Pursuant to the letter of employment, Mr. Choi would serve as the Treasurer of Treasure Success, effective from April 1, 2022 and until terminated pursuant to the terms of the letter, and be compensated at a rate of HK$117,000 (approximately $14,926) per month and receive an end-of-year bonus equal to one-month basic salary. Either party to the letter of employment may terminate the employment by giving the other party a one-month prior written notice or by payment of one-month salary in lieu of notice. The letter of employment contains customary confidentiality and non-solicitation provisions.

On April 22, 2022, Treasure Success entered into a letter of employment with Mr. Ng. Pursuant to the letter of employment, Mr. Ng would serve as the Head of Business Development of Treasure Success, effective from April 1, 2022 and until terminated pursuant to the terms of the letter, and be compensated at a rate of HK$117,000 (approximately $14,926) per month and receive an end-of-year bonus equal to one-month basic salary. Either party to the letter of employment may terminate the employment by giving the other party a one-month prior written notice or by payment of one-month salary in lieu of notice. The letter of employment contains customary confidentiality and non-solicitation provisions.

Effective November 27, 2019, we entered into an employment agreement with Mr. Lee, pursuant to which he serves as our Chief Financial Officer at a rate of $10,000 per month. This agreement has a 12-month term and automatically renews unless it is earlier terminated by us or Mr. Lee. At any time after the initial 12-month term, Mr. Lee may terminate this agreement upon 30 days’ prior written notice to us. We may terminate this agreement without prior notice for just cause or, if the termination is without cause, upon 30 days’ written notice. Pursuant to the employment agreement, on November 27, 2019, Mr. Lee was granted an option to purchase 50,000 shares of the Company’s common stock, par value $0.001 per share, under the Company’s Amended and Restated 2018

Stock Incentive Plan (the “Amended Plan”). This option is exercisable at a per share exercise price of $6.50 and fully vested on the six-month anniversary of the date of grant. The option may be exercised at any time until November 27, 2029.

On May 1, 2023, Ms. Yang entered into an employment agreement with our subsidiary, Jerash Garments, with respect to her services as Deputy General Manager. Pursuant to the agreement, Ms. Yang is employed by Jerash Garments as Deputy General Manager of our facilities in Jordan for a period of three years. Pursuant to the employment agreement, Ms. Yang is paid JOD3,500 per month and is also provided accommodations, transportation, and three daily meals. She is eligible for a performance bonus based on her individual performance and the performance of Jerash Garments at the discretion of Jerash Garments. We have not entered into an employment agreement with Ms. Yang to serve as our Vice President or our Secretary.

Equity Awards to Named Executive Officers

On June 24, 2021, the Compensation Committee approved the grant of 200,000 Restricted Stock Units (“RSUs”) under the Amended Plan to 32 executive officers and employees of the Company, with a one-year vesting period, including 62,900 RSUs to Mr. Choi, 3,350 RSUs to Mr. Lee, 11,750 RSUs to Ms. Yang, and 62,900 RSUs to Mr. Ng. The fair value of these RSUs on June 24, 2021 was $1,266,000, based on the market price of the Company’s common stock as of the date of the grant. All RSUs were vested and 200,000 shares of common stock issued on June 30, 2022.

On February 9, 2023, the Board of Directors approved the grant of 405,800 RSUs under the Amended Plan to 37 executive officers and employees of the Company, with a two-year vesting period. The fair value of these RSUs on February 15, 2023 was $1,937,695, based on the market price of the Company’s common stock as of the date of the grant. As of March 31, 2024, there were $846,775 unrecognized stock-based compensation expenses to be recognized to February 2025 and 405,100 RSUs remained.

On March 25, 2024, the Board of Directors approved the grant of 915,040 RSUs under the Amended Plan to 35 executive officers and employees of the Company, with a three-year vesting period. The fair value of these RSUs on March 25, 2024 was $2,745,120, based on the market price of the Company’s common stock as of the date of the grant. As of March 31, 2024, there were $2,727,571 unrecognized stock-based compensation expenses to be recognized to March 2027 and 915,040 RSUs remained.

Outstanding Equity Awards at Fiscal Year-End

Except as disclosed herein, we did not otherwise award or pay, and our named executive officers and directors did not otherwise earn, any compensation in fiscal 2024 and fiscal 2023.

Equity Compensation Plan Information

On September 16, 2019, our stockholders voted to approve the Amended Plan, pursuant to which the Board may grant equity awards to certain members of management, key employees, and consultants of the Company. The Amended Plan currently authorizes up to 1,784,250 shares of common stock to be issued to employees, directors, or consultants of the Company. The Board may grant awards of stock options, restricted stock, restricted stock units, and other awards pursuant to the Amended Plan. Awards may be granted under the Amended Plan at any time and from time to time on or prior to July 19, 2029. The Amended Plan will be administered by the Board or a committee thereof, if so directed by the Board.

The following table reflects the shares available for issuance under our Amended Plan as of the end of the most recently completed fiscal year:

Clawback

We have adopted a Compensation Recovery Policy effective as of November 27, 2023 that complies with the Nasdaq’s new clawback rules promulgated under the SEC’s Rule 10D-1. Under this policy, the Compensation Committee must determine and recover the excess compensation related to all incentive-based compensation that was paid to our executive officers based on financial statements that were subsequently restated. The policy provides that if the Compensation Committee determines that there has been a material restatement of publicly issued financial results from those previously issued to the public, the Compensation Committee will review all incentive-based compensation made to executive officers during the three-year period prior to the restatement. If such payments would have been lower had they been calculated based on such restated results, our Compensation Committee will recoup the payments in excess of the amount that would have been received had it been determined based on the restated amounts.

Additionally, the Sarbanes-Oxley Act of 2002 subjects incentive-based compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of their misconduct, with any financial reporting requirement under securities laws.

Security Ownership of Certain Beneficial Owners and Management

The following table provides information as of July 16, 2024, concerning beneficial ownership of our shares of common stock known to us to be held by (1) our named executive officers, (2) our directors, (3) our named executive officers and directors as a group, and (4) each person or entity we know to beneficially own more than five percent of our shares of common stock. The percentages of shares owned shown in the table below are based on 12,294,840 shares of our common stock outstanding as of the record date. The address for our executive officers is 277 Fairfield Road, Suite 338, Fairfield, NJ 07004.

____________

*         indicates less than 1%

(1)      Applicable percentages are based on 12,294,840 shares of common stock outstanding as of the record date. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any other person. Unless otherwise indicated in the footnotes to this table, the Company believes that each of the stockholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

(2)      Includes (i) 62,900 shares of common stock directly held by Mr. Choi and (ii) 3,695,875 shares of common stock held indirectly by Mr. Choi through Merlotte Enterprise Limited.

(3)      Includes (i) 53,100 shares of common stock directly held by Ms. Yang and (ii) 206,750 shares of common stock held by Ms. Yang’s husband, Eric Tang.

(4)      Includes (1) 3,350 shares of common stock directly held by Mr. Lee and (ii) presently exercisable options issued to Mr. Lee to purchase 50,000 shares.

(5)      Mr. Choi as the sole member.

Section 16(a) Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our directors and executive officers and those who beneficially own more than 10% of shares of our common stock to file initial reports of ownership and reports of changes in ownership of our common stock with the SEC. You can view these reports on the SEC’s website at www.sec.gov.

During the fiscal year ended March 31, 2024, all of our officers, directors, and greater than 10% beneficial owners timely complied with the filing requirements of Section 16(a) of the Exchange Act.

Matters Relating to the Independent Registered Public Accounting Firm

No accountant has been selected or recommended to our stockholders for election, approval, or ratification for the fiscal year ending March 31, 2025, as our management and the Audit Committee continue their evaluation. As a result, we do not expect representatives of Marcum LLP (“Marcum”), or any other independent accounting firm, to be present at the annual meeting, unless the Audit Committee determines to retain Marcum, or another independent accounting firm, for the fiscal year ending March 31, 2025 prior to the Annual Meeting.

Pre-Approval Policy

To date, Marcum has not performed any non-audit services for the Company. The Audit Committee intends to develop a pre-approval policy for all non-audit work performed by Marcum during fiscal 2025.

Fees

Aggregate fees billed to the Company for services rendered by Marcum for fiscal 2024 and fiscal 2023 were:

____________

(1)      “Audit fees” are fees for professional services for the audit of the Company’s consolidated financial statements included in our Annual Report on Form 10-K and the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q, for the Sarbanes-Oxley Section 404 internal control audit, or for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements.

(2)      “Audit-related fees” are fees related to assurance and related services that are traditionally performed by an external auditor.

(3)      “Tax fees” are fees related to preparing the Company’s tax returns as well as fees for tax compliance, advice, and planning.

(4)      “All other fees” are fees billed for any services not included in the first three categories.

Audit Committee Report

Management is responsible for the Company’s accounting and financial reporting process. Our external auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with standards of the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee’s responsibility is to monitor and oversee these processes.

In this context, the Audit Committee has met and held discussions with management and the external auditors. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the external auditors. The Audit Committee discussed with the external auditors the matters required to be discussed by the applicable requirements of the PCAOB and the SEC.

The Company’s external auditors also provided to the Audit Committee the written disclosures and the letter required by applicable requirements of the PCAOB regarding the external auditor’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the external auditors about the firm’s independence.

Based on the Audit Committee’s discussion with management and the external auditors and the Audit Committee’s review of the representation of management and the report of the external auditors to the Audit Committee, the Audit Committee recommended to the Board, and the Board has approved, that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2024, for filing with the SEC.

Audit Committee
Bill Korn, Chair
Ibrahim H. Saif
Mak Chi Yan

Other Important Information

Stockholder Proposals for the 2025 Annual Meeting

Any stockholder who intends to present a proposal at our 2025 annual meeting of stockholders must deliver notice of the proposal to the Company at this address:

Gilbert K. Lee
Chief Financial Officer
Jerash Holdings (US), Inc.
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

We must receive any stockholder proposals by the dates below for those proposals to be considered timely:

•        March 31, 2025, if the proposal is submitted for inclusion in our proxy materials for the 2025 annual meeting of stockholders pursuant to Exchange Act Rule 14a-8; or

•        No earlier than May 15, 2025 and no later than June 14, 2025, if the proposal is submitted according to the requirements in our Bylaws and outside the process of Exchange Act Rule 14a-8.

If the date of our 2025 annual meeting of stockholders has been changed by more than 30 days before or more than 60 days after the first anniversary of this Annual Meeting, you must submit your proposal not later than the close of business on (1) the 90th day prior to the 2025 annual meeting or (2) the 10th day following the day on which public disclosure of the 2025 annual meeting is first made. Stockholders may nominate candidates for the Board by the same deadlines as proposals for business to come before the 2025 annual meeting of stockholders. Each notice of business or nomination must set forth the information required by our Bylaws. Submitting a notice does not ensure that the proposal will be raised at our annual meeting.

Notice Regarding Delivery of Stockholder Documents

The SEC permits us to send a single set of annual disclosure documents to stockholders who share an address, unless you have instructed us otherwise. This “householding” process reduces the volume of duplicate information you receive and reduces our printing and mailing expenses. If you share an address with another stockholder and have received only one Notice, but you would prefer to continue receiving a separate Notice, you may request a separate Notice at no cost to you by writing to the Company at Jerash Holdings (US), Inc., 277 Fairfield Road, Suite 338, Fairfield, NJ 07004, or by calling (201) 285-7973. Alternatively, if you are currently receiving multiple Notices at the same address and wish to receive a single Notice in the future, you may contact us by calling or writing to us at the telephone number or address given above.

If you are a beneficial owner, your broker may deliver only one Notice to stockholders who have the same address unless the broker has received contrary instructions from one or more of the stockholders. If you wish to receive a separate Notice, now or in the future, you may contact us at the address or telephone number above and we will promptly deliver a separate Notice. Beneficial owners sharing an address who are currently receiving multiple Notices and wish to receive a single Notice in the future should contact their broker to request that only a single Notice be delivered to all stockholders at the shared address in the future.

Additional Information

Upon written request by any stockholder, we will furnish a copy of our Annual Report on Form 10-K for fiscal 2024, this Proxy Statement, and other proxy materials without charge, except that copies of any exhibit will be furnished once the requesting stockholder has paid the Company’s reasonable expenses in furnishing the exhibit. Please direct any written requests to our principal executive offices at:

Jerash Holdings (US), Inc.
277 Fairfield Road, Suite 338
Fairfield, NJ 07004

Stockholders may also view our Annual Report on Form 10-K, this Proxy Statement, and other proxy materials at www.proxyvote.com.