Jerash Holdings US Inc

DEF 14A 1 ea0209755-01.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. ___)

Check the appropriate box:

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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,

/s/ Choi Lin Hung

Choi Lin Hung

Chairman and Chief Executive Officer

Notice of Annual Meeting of Stockholders

Jerash Holdings (US), Inc. (the “Company,” “we,” “our,” and “us”)

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 atwww.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 atwww.proxyvote.com and can be obtained, free of charge, by (i) visitingwww.proxyvote.com, (ii) calling 1-800-579-1639, or (iii) sending an email tosendmaterial@proxyvote.com prior to August 29, 2024 to receive the materials before the annual meeting.

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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.

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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.

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