Jerash Holdings (US), Inc.
For the period ended Sep 10, 2025. Filed Jul 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 10, 2025 · Filed Jul 23, 2025
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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. ___)
| Filed by the Registrant | ☒ |
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| Filed by a party other than the Registrant | ☐ |
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 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 2025, in spite of a challenging macroeconomic environment with weakened 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 managed to conclude the year with a record annual sales of $146 million, marking a 24% increase from fiscal 2024. Our evolving product and customer mix in adaptation to the ever-changing environment contributed to our gross margin improvement from 14% in fiscal 2024 to 15% in fiscal 2025. Consequently, we resumed profitability before taxation in fiscal 2025 and continued to post pretax profit in the last three quarters after a loss in the first quarter due to logistic disruptions in the Red Sea region started in late 2023. In a view to enhancing shareholders’ value, we maintained our regular quarterly dividend payments of $0.05 per share, as we were still generating cash flow from our operations.
We are grateful to our long-term major customers for their continued support with promising order projections for fiscal 2026. Furthermore, we are growing our businesses with new customers, including Hansoll Textile Group, one of the major garment and textile groups in Korea, who placed the biggest initial orders to our group in July 2025. Our initiative in expanding our supply chain to the Middle East has paid off as one of the factors for our improved margin. We will continue to foster strong relationships with current suppliers and also to develop new partners for both fabric and accessories. The expansion of our main production building has been completed and we are currently filling new production lines. Our production capacity is expected to increase gradually by 15% in the coming two to three months. We are also executing an expansion plan of our satellite factory in a remote area together with the Jordanian Government to provide employment opportunities to local residents. This will further increase our capacity for further growth in fiscal 2027.
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 to shorten supply chains. 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. Our newly constructed six-story dormitory and canteen, which was put into use in fiscal 2025, further evidences our commitment to continuously improving employee welfare.
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”)
| Date: | Wednesday, September 10, 2025 |
|---|---|
| Time: | 9:00 A.M. ET |
| Location: | Unit A, 19/F Ford Glory Plaza37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong |
| Record Date: | Tuesday, July 14, 2025 |
Items of Business
Elect five directors to the Board of Directors to serve until their successors are duly elected and qualified at the 2026 annual meeting of stockholders;
To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement;
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 and “FOR” Proposal No. 2.
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 2025 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 10, 2025: 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 27, 2025 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
| 2025 Annual Meeting Date and Time | Wednesday, September 10, 2025 9:00 A.M. ET |
|---|---|
| Place | Unit A, 19/F Ford Glory Plaza37-39 Wing Hong Street Cheung Sha Wan, Kowloon, Hong Kong |
| Record Date | Tuesday, July 14, 2025 |
| Voting | Stockholders of record as of the record date are entitled to vote in person or by proxy at the Annual Meeting. Each share of common stock is entitled to one vote on each matter to be voted on at the Annual Meeting. |
Voting Matters and Board Recommendations
| Proposal | Voting Options | Vote Required for Approval | Broker Discretionary Vote | Board Recommendation |
|---|---|---|---|---|
| 1. Elect Directors | “FOR” all nominees, “FOR” all except certain nominees, or “WITHHOLD” your vote for all nominees | Each nominee for director must receive a plurality of the votes cast | No effect | FOR ALL NOMINEES |
| 2. Advisory Vote on the Compensation of Our Named Executive Officers | “FOR,” “AGAINST,” or “ABSTAIN” from voting | “For” votes from the holders of a majority of the voting power of the votes cast by the holders of all the shares present or represented by proxy at the meeting and voting affirmatively on such matter | No effect | FOR |
Recent Highlights and Achievements
We recently reported our financial results for the fiscal year ended March 31, 2025 (“fiscal 2025”) and other recent highlights, including:
revenue of $145.8 million for fiscal 2025, compared to $117.2 million for fiscal 2024, representing an increase of $28.6 million, or 24%, which was primarily due to increased shipments to two of our major customers in the U.S., which is our main export market;
gross profit of $22.3 million, an increase of 32%, primarily due to better planning and execution of logistic and production that resulted in a higher production and shipment volume that brought down unit cost of production;
a gross margin of approximately 15% in fiscal 2025, representing an increase of approximately one percentage point from 14% in fiscal 2024, which was primarily attributable to a higher production and shipment volume that generated higher margin through economy of scale;
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a net loss of $0.8 million in fiscal 2205, or $0.07 per share, compared to a net loss of approximately $2.0 million, or $0.16 per share, for fiscal 2024;
a comprehensive loss attributable to our stockholders of $0.9 million as compared to comprehensive loss of $2.4 million last year; and
cash of $13.3 million and net working capital of $34.6 million at the end of fiscal 2025.
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:
| Annual Elections | Yes | Code of Ethics | Yes |
|---|---|---|---|
| Board Independence | 60% | Board and Committee Annual Self-Evaluation | Yes |
| Committee Independence | 100% | Executive Sessions of Independent Directors | Yes |
| Committee Chair Independence | 100% | Anonymous Reporting | Yes |
| Number of Financial Experts | One | Anti-Corruption Policy | Yes |
| Insider Trading Policy | Yes | Clawback Policy | Yes |
| Board Gender Diversity | 20% Female | Board Geographic Diversity | 40% Asia-Pacific-based; 40% Jordan-based; 20% U.S.-based |
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 6 of the Proxy Statement.
| Name | Age | Director Since | Independent | Occupation |
|---|---|---|---|---|
| Choi Lin Hung | 63 | 2017 | No | Chairman, Chief Executive Officer, President, and Treasurer of the Company |
| Wei (“Kitty”) Yang | 42 | 2017 | No | Vice President and Secretary of the Company |
| Ibrahim H. Saif | 59 | 2020 | Yes | Managing partner of EFT Solutions |
| Bill Korn | 68 | 2020 | Yes | Board member of CareCloud, Inc. |
| Mak Chi Yan | 62 | 2018 | Yes | External Director of Jerash Holdings (US) Inc. |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.