Your Company's Directors have pleasure in presenting the 5th Board's Report along with the Audited Financial Statements for the Financial Year ended 31 March 2026.
Highlights of Financial Performance
The Company's financial performance during the Financial Year 2025-26 as compared with that during the previous Financial year is summarized below.
|
Particulars
|
Financial Year 2025-26
|
Financial Year 2024-25
|
|
Total Income
|
5,41,417.52
|
4,31,920.64
|
|
Total Expense
|
4,68,861.49
|
3,43,829.09
|
|
Profit/(Loss) before Tax
|
72,556.03
|
88,091.55
|
|
Provision for Tax
|
23,233.01
|
21,682.09
|
|
Profit/(Loss) after Tax
|
49,322.93
|
66409.46
|
|
Other Comprehensive Income
|
NA
|
NA
|
|
Profit/(Loss) carried to Balance Sheet
|
NA
|
NA
|
State of Company's affairs and summary of operation during the Current year ended on 31 March 2026
During the financial year under review, the Company has earned total income of INR 5,41,417.52 Thousand as compared to the previous year INR 4,31,920.64 Thousand and has a profit after tax of INR 49,322.93 Thousand as compared to profit after tax of the previous year of INR 66,409.46 Thousand. The decrease in the current year's profit is due to current market situation and increase in the logistics cost and operational expenses of the company. Our directors remain optimistic about the Company's trajectory and are confident in its potential for profitability in the years to come.
Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report
There is no material changes and commitments affecting the financial position of the Company has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the Report
Dividend
In order to conserve the resources of the Company, your director have not declared any payment of Dividend on Equity Share Capital of the Company.
Transfer to reserve
The Board of Director of your company has decided not to transfer any amount to the Reserves for the year under review.
Change in the nature of business
There is no change in business of the Company during the financial year under review.
Credit Rating
The Company has not obtained credit rating during the financial year under review.
Share Capital
I. Authorized Share Capital
The authorized share capital of your company as on 31 March 2026 stood at INR 14,53,00,000/- (Indian Rupees Fourteen Crore and Fifty-Three Lakhs) divided into 1,45,00,000 (One Crore and Forty-Five Lakh) equity shares of face value of INR 10/- (Indian Rupees Ten) each.
As on date of this report your Company's share capital position is as follows:
|
Category of Share Capital
|
Authorized Share Capital
|
Issued, Subscribed & Paid-up Share Capital
|
|
No. of Shares
|
Face
Value
Per
Shares
(INR)
|
Total
Amount
(INR)
|
No. of Shares
|
Face
Value
Per
Shares
(INR)
|
Total
Amount
(INR)
|
|
Equity
|
1,45,00,000
|
10
|
14,50,00,000
|
1,37,53,932
|
10
|
13,75,39,320
|
|
Preference
|
30,000
|
10
|
3,00,000
|
NIL
|
NIL
|
NIL
|
II. Issued, Subscribed and Paid-up Share Capital
The issued, subscribed and paid-up share capital of your company as on 31 March 2026 stood at INR 13,75,39,320/- (Indian Rupees Thirteen Crore Seventy-Five Lakhs Thirty-Nine Thousand and Three Hundred Twenty) divided into 1,37,53,932 (One Crore Thirty-Seven Lakh Fifty-Three Thousand and Nine Hundred and Thirty-Two)) equity shares of face value of INR 10/- (Indian Rupees Ten) each. During the Financial Year under review, your Company has allotted 33,15,000 (Thirty-Three Lakh Fifteen Thousand) equity pursuant to Initial Public Offers by the Company, which includes fresh issue component and offer for sale.
III. Details of Employee Stock Option Scheme
The Shareholders of the Company have approved the employee stock option Scheme namely "Earkart Limited - ESOP Scheme 2025" by special resolution passed dated 21 April 2025. The Company has not allotted any grant to any employee during the year.
Further, board of director in has recommended to be approved by the Special Resolution in the ensuing Annual General Meeting of the Company for ratification and amendment of Earkart ESOP Scheme 2025, where it has been proposed to increase the total number option that may be granted to all Employee under the scheme and terms and conditions of the scheme.
IV. Bonus Shares
No bonus shares were issued during the financial year 2025-26.
V. Issue of equity shares with differential rights
There were no shares issued with differential rights during the financial year 2025-26.
VI. Issue of sweat equity shares
No sweat equity shares were issued during the financial year 2025-26.
Deposit
The Company has not accepted any deposits from the public during the period and as such, no amount on account of principal and interest was outstanding as on the date of the Balance sheet.
Thus, the details of deposits required as per the provisions of the Companies (Accounts) Rules, 2013 are as follows:
(a) Acceptance during the financial year 2025-26 Nil
(b) Remained unpaid or unclaimed during the financial year 2025-26 Nil
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the financial year 2025-26 and if so, number of such cases and total amount involved-
(i) At the beginning of the year Nil
(ii) During the year Nil
(iii) At the end of the year Nil
(d) Details of Deposits which are not in compliance with the requirements of Chapter V Nil of the Companies
Scheme of Amalaamation/Arranaement
During the Financial year 2025-26, your Company has not proposed or considered or approved any Scheme of Merger/Amalgamation/Takeover/Demerger or Arrangement with its Members and/or Creditors.
Details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year along with their status as at the end of the Financial Year:
During the Financial Year 2025-26, there was no application made and proceeding initiated/pending by any Financial and/or operational creditors against your Company under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding pending against your company under the Insolvency and Bankruptcy Code, 2016.
Directors:
The Board of Directors of your Company comprised of the following Directors, as on 31 March 2026:
|
Sr. No.
|
Name of the Director
|
Designation
|
DIN
|
|
1.
|
Mr. Rohit Misra
|
Managing Director and Chief Executive Officer
|
00775537
|
|
2.
|
Mr. Ajay Kumar Giri
|
Director and Chief Financial Officer
|
09505964
|
|
3.
|
Ms. Monika Misra
|
Whole Time Director
|
06939593
|
|
4.
|
Mr. Rahul Salesha
|
Director
|
09540291
|
|
5.
|
Mr. Sidhartha Pradhan
|
Independent Director
|
06938830
|
|
6.
|
Mr. Rajhkumar Jaain
|
Independent Director
|
07753737
|
|
7.
|
Mr. Lakshman Shyam Singh
|
Independent Director
|
10913125
|
As per the provisions of the Articles read with the Companies Act, 2013, office of Mr. Rahul Salesha, having (DIN: 09540291) Director of the Company liable to retire by rotation at the ensuing Annual General Meeting. Being eligible for re-appointment, he shows his willingness to be re-appointed as the Director of the Company, agenda proposing his regarding his re-appointment shall be placed before the members at the ensuing Annual General Meeting.
There is no changes in the board of directors during the period under review.
Your Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In terms of provisions of Section 134(3)(d) of the Companies Act, 2013, the Board of Directors of your Company have taken note of these declarations of independence received from all the Independent Directors and have undertaken due assessment of the veracity of the same. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.
Performance Evaluation of the Board of Directors, its individual members, and its Committees
In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Each Board Member completed a confidential online questionnaire, sharing vital feedback on how the Board currently operates and how its effectiveness could be improved. The survey comprised of below sections and compiled feedback and suggestions on:
• Board Processes (including Board composition, strategic orientation and team dynamics);
• Individual Committees;
• Individual Board Members;
• the Chairperson; and
• Declaration of independence from Independent Directors
The criteria for Board processes included Board composition, strategic orientation and team dynamics.
During the year under review, the Company has also conducted one programs for familiarization of the Independent Directors on different aspects.
Nomination and Remuneration Policy
The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel, and other employees can be accessed on the Company's website at https://earkart.in/board-policies.html. The Company's total rewards framework aims at holistically using elements such as fixed and variable compensation, long-term incentives, benefits and perquisites, and non-compensation elements (career development, work-life balance, and recognition). The Non-Executive Directors receive sitting fees in accordance with the provisions of the Companies Act, 2013.
Meetings of Board of Directors
The Board of Directors must meet at least four times a year, with a maximum time gap of 120 days between two Board Meetings. During the financial year 2025-26, the Board met 10 (Ten) times i.e. on 26 May 2025, 10 June 2025, 29 August 2025, 05 September 2025, 18 September 2025, 30 September 2025, 14 November 2025, 18 December 2025, 11 March 2026 and 30 March 2026.
The below table gives the details of the attendance of the Directors at the Board meetings held during the year and at the previous Annual General Meeting (AGM) held on 15 June 2026;
Meetings of the Board held during the year, including attendance of each Director at all such meetings, are mentioned below:
|
Name
|
Designation
|
Attendance Particulars
|
|
Board
Meetings
|
Last AGM
|
|
Mr. Rohit Misra
|
Managing Director and Chairperson
|
10
|
Yes
|
|
Mr. Ajay Kumar Giri
|
Chief Financial Officer & Director
|
10
|
Yes
|
|
Ms. Monika Misra
|
Whole Time Director
|
7
|
Yes
|
|
Mr. Rahul Salesha
|
Director
|
10
|
Yes
|
|
Mr. Sidhartha Pradhan
|
Independent Director
|
9
|
Yes
|
|
Mr. Rajhkumar Jaain
|
Independent Director
|
10
|
Yes
|
|
Mr. Lakshman Shyam Singh
|
Independent Director
|
7
|
Yes
|
The maximum gap between any two consecutive Board Meetings did not exceed 120 (One Hundred Twenty) days.
Committees of Board:
The details of composition of the Committees of the Board of Directors, meetings of the Committees and the attendance of the Committee Members, are as under:
Audit Committee
During the financial year 2025-26, the Audit Committee met 7 (Seven) times i.e. on 24 May 2025, 10 June 2025, 29 August 2025, 05 September 2025, 14 November 2025, 20 February 2026 and 30 March 2026.
The below table gives the composition and attendance record of the Audit Committee
|
Sl. No.
|
Name
|
Position
|
Number of m< the financial
|
eetings during year
|
| |
|
|
Held
|
Attended
|
|
1.
|
Mr. Sidhartha Pradhan
|
Chairman
|
7
|
7
|
|
2.
|
Mr. Rohit Misra
|
Member
|
7
|
7
|
|
3.
|
Mr. Lakshman Shyam Singh
|
Member
|
7
|
7
|
Chairperson of the Committee is Independent Director and possess strong accounting and financial management knowledge.
Stakeholders' Relationship Committee
During the financial year 2025-26, the Stakeholders' Relationship Committee met once on 30 March 2026. The below table gives the composition and attendance record of the Stakeholders' Relationship Committee:
|
Sl. No.
|
Name
|
Position
|
Number of meetings during the financial year
|
| |
|
|
Held
|
Attended
|
|
1.
|
Mr. Rajhkumar Jaain
|
Chairperson
|
1
|
1
|
|
2.
|
Mr. Lakshman Singh
|
Member
|
1
|
1
|
|
3.
|
Mrs. Monika Misra
|
Member
|
1
|
1
|
Nomination & Remuneration Committee
During the financial year 2025-26, the Nomination and Remuneration Committee met once (One) time
i.e. on 30 March 2026. The below table gives the composition and attendance record of the Nomination and Remuneration Committee:
|
Sl. No.
|
Name
|
Position
|
Number of meetings during the financial year
|
| |
|
|
Held
|
Attended
|
|
1.
|
Mr. Lakshman Singh
|
Chairperson
|
1
|
1
|
|
2.
|
Mr. Sidhartha Pradhan
|
Member
|
1
|
1
|
|
3.
|
Mr. Rohit Misra
|
Member
|
1
|
1
|
Independent Directors and their Meeting
The Independent Directors met on 30 March 2026, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of Non¬ Independent Directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
Subsidiaries. Joint Ventures and Associates Companies
As on 31 March 2026, The Company has 1 (one)wholly owned subsidiary, Earkart Inc., incorporated in the United States of America. Currently the mentioned subsidiary in not operative yet. Further the Company does not has any Associate and/or Joint Venture Companies.
The details under section 129 of the Companies Act, 2013, read with rule 5 of Companies (Accounts) Rules, 2014 regarding the performance and financial position of each of the Subsidiaries/associate companies/joint ventures of the company is provided in 'Form AOC-1' under Annexure 4 which forms part of this report.
Auditors and Auditors' reports Statutory Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. TIMSI & Associates, Chartered Accountants, registered with the Institute of Chartered Accountants of India under Firm registration no. 020141C, were appointed as the Statutory Auditors of the Company, for a second term of 5 (five) consecutive years starting from the conclusion of 2nd Annual General Meeting held on 16 August, 2022 till the conclusion of 6th Annual General Meeting to be held in the year 31 March 2027.
The Report given by M/s. TIMSI & Associates, Chartered Accountants, on the financial statements of the Company is a part of the Annual Report. The notes on the financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. There has been no qualification, reservation or adverse remark or disclaimer in their Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. N Kothari & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2025-26.
The Secretarial Audit Report for the financial year ended 31 March, 2026 is annexed herewith as Annexure 1, to this report.
The Secretarial Audit Report does contain any qualification, reservation or adverse remark or disclaimer.
During the period under review and as per representations and clarifications made, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc., except below observation:
i. The auditor has reported that though the Company had implemented Structured Digital Database ("SDD") software/system pursuant to Regulation 3(5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), the Company has listed its securities on BSE Limited on 03 October 2025, it is required to record four entries in the Structured Digital Database (SDD) pertaining to sharing/communication of Unpublished Price Sensitive Information ("UPSI") till 31 March 2026 however same were not recorded in the SDD during the period under review.
Accordingly, the Company was not fully compliant with the requirements relating to maintaining complete and updated records of persons/entities with whom UPSI was shared, along with requisite details such as nature of UPSI, time stamping and other prescribed particulars under the PIT Regulations.
The Board has informed that necessary corrective measures and internal control mechanisms are being strengthened to ensure timely and complete recording of all UPSI-related entries in the Structured Digital Database in compliance with the applicable provisions of the PIT Regulations.
ii. The auditor has reported that the provisions relating to maintenance of Cost Records under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 were applicable to the Company during the financial year under review. However, the Company had not maintained the prescribed cost records as required under the applicable provisions.
The Company was required to maintain proper books of account and cost records in respect of specified products/services as prescribed under the Companies (Cost Records and Audit) Rules, 2014. However, the same were not adequately maintained during the period under review.
The board has informed that necessary corrective measures are being undertaken for implementation and maintenance of requisite cost records and same will be incorporated in the financial of the Company for financial year under review in accordance with the applicable provisions of the Companies Act, 2013 and rules made thereunder.
iii. The auditor has reported that the Company has incorporated a Wholly Owned Subsidiary ("WOS") in the United States of America under the name and style of "Earkart Inc." on 20 January 2026, in compliance with the applicable provisions of the Foreign Exchange Management Act, 1999.
However, the Company has not complied with the requirement of filing Form FC with the Authorised Dealer ("AD") Banker as prescribed under the Foreign Exchange Management (Overseas Investment) Rules, 2022 read with the relevant Master Directions issued by the Reserve Bank of India ("RBI"), as amended from time to time.
The board has represented that the delay in filing was attributable to operational issues relating to the opening of the bank account of the aforesaid wholly owned subsidiary. The Company is presently taking necessary corrective measures and coordinating with the AD Banker to complete the filing of Form FC along with payment of applicable Late Submission Fees ("LSF").
Reporting of Frauds by Auditors
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported any instances committed in the Company by its Officers or Employees to the Audit Committee, as stipulated under Section 143(12) of the Companies Act, 2013. Accordingly, there are no details requiring disclosure in this Report.
Internal Financial Controls
The Company has in place adequate financial controls for ensuring the orderly and efficient conduct of its business including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the adequacy and completeness of accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
The Internal Financial Controls commensurate with the size and nature of business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
The Company has appointed M/s. Arvind Aggarwal & Associates, Chartered Accountants, Mumbai, as Internal Auditors to carry the internal audit. The Internal Auditors' Reports are regularly reviewed by the Senior Management and the Audit Committee of the Board for its implementation and effectiveness.
Vigil Mechanism
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower policy to enable the Directors, employees and all the stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The whistle blower Policy (Vigil Mechanism) of the Company may be accessed on its website at the link www.earkart.in
During the year under review, your Company had not received any complaints under the whistle blower policy.
Annual Return
Pursuant to Section 134(3)(a) of the Act, the draft annual return for the year under review, prepared in accordance with Section 92(3) of the Act, is made available on the website of the Company www.earkart.in
Particulars of Loans. Guarantees or Investment under Section 186 of the Companies Act, 2013
As required to be reported pursuant to the provisions of Section 186 and Section 134(3)(g) of the Companies Act, 2013, the particulars of loans, guarantees and investments by your Company under the aforesaid provisions during the Financial Year 2025-26, if any, have been provided in the Notes to the Financial Statement.
Related Party Transactions
All transactions with related parties entered into during the financial year were at arm's length basis and the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.
Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is provided as Annexure 3 of this Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo
The details of Conservation of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
A. Conservation of Energy:
|
The steps taken or impact on conservation of energy
|
The Company has taken adequate steps, wherever possible, to conserve the energy during the year under report.
|
|
The steps taken by the company for utilizing alternate sources of energy
|
The Company will explore the options to utilize alternative sources of energy, wherever possible
|
|
The capital investment on energy conservation equipment
|
NIL
|
B. Technology Absorption:
|
The efforts made towards technology absorption
|
NIL
|
|
The benefits derived like product improvement, cost reduction, product development or import substitution
|
NIL
|
|
In case of imported technology - the details of technology imported, year of import, whether the technology has been fully absorbed, if not fully absorbed, areas where absorption has not taken place and the reasons thereof
|
NIL
|
|
The expenditure incurred on research and development
|
NIL
|
C. Foreign Exchange Earnings/ Outgo (in INR thousands)
|
Earnings
|
66.20
|
|
Outgo
|
723.91
|
Particulars of Employees and Remuneration
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees has received remuneration above the limits specified in the rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2025-26.
Board Policies
In order to comply with provisions of Companies Act 2013 and other applicable law, rules or regulation, the Board has adopted the following policies:
1. Dividend Distribution policy
2. Policy for Determining Material Subsidiaries
3. Materiality Policy
4. Policy on Materiality of Related Party transactions;
5. Code of practices and procedures for fair disclosure of unpublished price sensitive information as per SEBI Insider Trading Regulations (as well as policy for inquiry in cases of leak of unpublished price sensitive information and determination of legitimate purposes);
6. Code of conduct to regulate, monitor and report trading by its employees and other connected persons towards achieving compliance with SEBI Insider Trading Regulations.
These policies are available on the website of the Company on link: www.earkart.in
Directors' Responsibility Statement
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of the annual accounts for the year ended 31 March 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2026 and of the loss of the Company for the year ended on that date;
c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Secretarial Standards
The Directors have devised proper systems and processes for complying with the requirements of applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems were adequate and operating effectively.
Risk Management
The Company has developed and implemented the Risk Management system whereby a board has been vested power to manage, monitor and report on the principal risks and uncertainties that can impact the ability to achieve the Company's strategic objectives. The board members will be periodically briefs on various issues along with its suggestions/ recommendations, based on which the Board takes decisions.
Human Resources
The Company strongly believes its employees are the most valuable asset. Our endeavor is to provide a work environment where continuous learning and development takes place to meet the changing demands and priorities of the business. The Company have 58 (Fifty Eight) permanent employees on roll.
Management Discussion and Analysis
The Management Discussion and Analysis report for the year under review, as stipulated under the SEBI Listing Regulations, is presented in section forming part of this integrated Annual Report.
Corporate Social Responsibility (CSR)
In accordance with the provisions of section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken various CSR initiatives during the financial year 2025-26. The Company remains committed to contributing to the social and economic development of the communities in which it operates, with a focus on sustainability, inclusiveness, and impact.
The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility) Rules, 2014.
The CSR policy of the Company has been placed on the website of the Company at www.earkart.in
Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act, 2013
The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details of complaints received and disposed of during the financial year are as under:
|
Particulars
|
Number of cases
|
|
Number of complaints received during the year
|
0
|
|
Number of complaints disposed of during the year
|
0
|
|
Number of complaints pending for more than 90 days
|
0
|
Disclosure under the Maternity Benefit Act. 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including grant of maternity leave and other benefits to eligible women employees, as applicable during the financial year under review.
Failure to implement any corporate action
The Company has not failed to complete or implement any corporate action taken during the FY 2025¬ 26.
Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code. 2016. during the financial year along with their status as at the end of the financial year:
During the Financial Year 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.
As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.
MANAGERIAL REMUNERATION
A) Details of the ratio of the remuneration of each Director to the median remuneration of the employees and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
|
Sl.
No
|
Name of Director/KMP and Designation
|
Ratio of remuneration of each Director to the median remuneration of employees
|
% increase in Remuneration in the financial year 2025-26
|
|
1
|
Mr. Rohit Misra, Managing Director and Chief Executive Officer
|
30:1
|
17%
|
|
2
|
Mr. Ajay Kumar Giri, Director and Chief Financial Officer
|
9:1
|
82%
|
|
3
|
Ms. Monika Misra, Whole Time Director
|
17:1
|
17%
|
|
4
|
Mr. Rahul Salesha, Director
|
14:1
|
21%
|
|
5
|
Mr. Sidhartha Pradhan, Independent Director
|
Not Applicable
|
NIL
|
|
6
|
M r. Raj h kum ar Jaa in , Independent Director
|
Not Applicable
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NIL
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7
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Mr. Lakshman Shyam Singh, Independent Director
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Not Applicable
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NIL
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#Resigned as a Director of the Company effective from 30 June, 2025.
**Independent Directors are paid remuneration only by way of sitting fees for attending Board/Committee Meetings. Hence ratio is not provided.
Notes:-
i. Median remuneration of employees of the Company during the financial year 2025-26 was Rs.5,43,000/- (Rupees Five Lakhs Forty Three Thousand Only)
ii. In the financial year under review, there was an increase of 25% in the median remuneration of employees as increments were granted to few employees based on the performance of the employees.
iii. There were 58 (Fifty-Eight) confirmed employees on the rolls of the Company as on 31st March 2026.
iv. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out of there are any exceptional circumstances for increase in the managerial remuneration:
In the financial year 2025-26 there was an average increase of 8% in the fixed remuneration of the employees (other than the managerial personnel).
v. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
B) Details of top ten employees in terms of remuneration drawn and other employees of the Company as required pursuant to rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
During the year under consideration, none of the employees of the Company was in receipt of remuneration in excess of limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence, particulars as required under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not given.
Cost Records and Cost Audit
Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules 2014 and any other applicable provisions and the Rule framed thereunder, if any, of the Companies Act, 2013, the Company is required to maintain the cost accounts and records of the Company.
Further, since the threshold limited has not exceeded hence Cost Audit is not applicable for the Financial Year 2025-26.
Transfer of amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years, which required to transfer to the Investor Education and Protection Fund (IEPF). Therefore, there were no funds which were required to be transferred to IEPF.
Also, the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 are not applicable to the Company.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
There was no significant and material order passed by the regulators or courts or tribunals which may impact the going concern status and Company's operations in future.
Acknowledgement
The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, customers, vendors, members, during the year under review.
For and on behalf of the Board of Directors Of Earkart Limited
Sd/- Sd/-
Name: Rohit Misra Name: Ajay Kumar Giri
Designation: Managing Director & CEO Designation: Director & CFO
DIN:00775537 DIN:09505964
Place: Noida Date: 23 June 2026
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