Jerash Holdings (US) Inc

This proposal asks shareholders to cast a non-binding, advisory vote to approve the overall compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to affirm its compensation philosophy and practices—designed to attract and retain experienced executives and align pay with company performance—which it contends are consistent with current market practices. While advisory and not binding on the Board, management and the Compensation Committee state they will consider the outcome when making future compensation decisions, giving the vote reputational and practical governance significance. The company frames the proposal as a holistic endorsement of its pay programs rather than approval of any specific payment, emphasizing disclosure in the compensation tables and narrative. The Board recommends a vote FOR the proposal, citing that the compensation program supports talent retention and competitiveness in a challenging industry environment. Contextual factors include the Company’s resumption of profitability in fiscal 2026, recent improvements in gross margin and cash flow, and ongoing equity-based awards and clawback policies aimed at aligning executive incentives with long-term shareholder value. Risk-mitigation features noted in the proxy include adoption of a clawback policy consistent with Nasdaq/SEC requirements and disclosed equity compensation plan governance administered by the Compensation Committee. Shareholders should weigh the advisory nature of the vote, the company’s recent financial improvements, and disclosed governance safeguards when deciding whether to support management’s compensation approach.

This catch-all proposal authorizes consideration of any additional matters properly presented at the Annual Meeting or at any adjournment thereof, providing procedural flexibility to address unforeseen items that may arise. Management and the Board request shareholders authorize proxies to vote on such matters, while noting in the proxy statement that as of the date of filing the Board does not know of any other business to be presented. While typically non-substantive, this proposal can be consequential if a shareholder or other party introduces a matter at the meeting; it ensures such items can be acted upon without additional formalities. Because brokers generally lack discretionary authority to vote on non-routine matters, this provision also clarifies the role of proxy holders in executing shareholder intent on ad-hoc issues. The Board recommends voting FOR the proposal as a governance matter to facilitate orderly conduct of the meeting and to enable the Board or designated proxies to respond to legitimate proposals or procedural motions brought during the meeting. Investors should recognize that the lack of any known additional matters limits substantive implications, but that voting in favor prevents procedural complications if a legitimate item is raised. From a governance perspective, the company’s earlier disclosures (including deadlines for 2027 stockholder proposals) indicate a structured process for bringing business, reducing the likelihood of unexpected substantive items. Overall, this item is administrative in nature but preserves shareholders’ and the Board’s ability to address properly presented business at the meeting.