The directors are pleased to present the Thirty First Annual Report of SUNRAKSHAKK INDUSTRIESINDIA LIMITED (Formerly Known as A.K. SPINTEX LIMITED) ('the Company') together with theAudited Financial Statements for the financial year ended 31 March 2025.
Financial performance Rs. In Lacs
CTfl MH A 1 OKIE
rnMQm iratcr
Financial Results
2023-24
2024-25
Turnover
10404.6
11723.6
18015.9
Operating Profit before interest, depreciation & tax
1870.65
1901.05
2624.09
Less: Interest
126.05
75.99
129.23
Profit Before Depreciation & Tax
1744.6
1825.06
2494.86
Less : Depreciation
982.4
687.26
1082.45
Profit Before tax
762.2
1137.8
1412.41
Less: Income Tax (Current)
219.88
301.56
336.39
Less: Earlier Tax
2.2
0
Profit after tax
540.12
836.24
1073=82
FINANCIAL HIGHLIGHTS AND OPERATION
The financial statements have been prepared as per the IND-AS prescribed by the institute of CharteredAccountants of India (ICAI).
The Key highlights pertaining to the business of the company for the year 2024-25 and period subsequentthere to have been given hereunder:
'Performance Highlights for the Year Ended March 2025: 1
• In view of the result for the financial year company turnover has been increase and profit isincrease remarkably. company has been performed very well in this year and Board of directorsare hopeful that they will increase the turn over as well as profit even in this recession and stiffcompetition in the processing sector. The directors are fully hopeful to achieve better results infuture years.
With a view to provide a cushion for any financial contingencies in the future and to strengthen thefinancial position of the Company, your directors have decided not to recommend any dividend for theperiod under review.
Your directors are pleased to inform you that the Company had install a three-stage Effluent TreatmentPlant (ETP) equipped with Reverse Osmosis (RO) and Effluent Evaporation System. This initiative formsan integral part of the Company's commitment towards sustainable pollution control measures.
In view of the prevailing water scarcity, the ETP and RO System will not only ensure effective treatmentand recycling of wastewater but will also provide a comprehensive solution for water pollutionmanagement. The system is expected to significantly reduce environmental impact and support theCompany's efforts in promoting resource conservation.
Information under Sub Section (3) (m) of Section 134 of the Companies Act, 2013 read with theCompanies (Accounts) Rules, 2014 and Information as per Companies (Disclosure of particulars in theReport of Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption,foreign exchange earnings and outgo are given in Annexure forming part of this report.
The Shares of the Company are listed in the following Stock Exchanges: -Bombay Stock Exchange Ltd. Bombay
Listing fee has already been paid to the Stock Exchange for the year 2025-26 in time.
In accordance with the Companies Act, 2013 Shri Saurabh Chhabra, director of the company will retire atthe forthcoming Annual General Meeting but being eligible offers themselves for reappointment.
The Company has not accepted any fixed deposit from the public within the meaning of Section 73 &76 ofthe Companies Act, 2013.
Company has been appointed SEBI Registered Beetal Financial & Computer Services (P) Ltd. New Delhi, asTransfer agent for transfer of shares
Company has been made an arrangement with NSDL and CDSL to convert physical shares into Demat form.So member can convert his/her Shares in to demat form.
Your directors propose to carry Rs. 563.49 Lakhs /- being the profit (Standalone) and Rs. 1101.03 Lakhs/-(Consolidated) for the current year to the Balance Sheet during the financial year ended March 31, 2025.
The Audited Consolidated Financial Statements for the financial year ending 31st March, 2025, have beenprepared in accordance with applicable accounting standards as prescribed under the Companies Act,2013 and the Companies (Accounts) Rules, 2014. These statements have been consolidated based on thefinancials received from the wholly-owned subsidiary, Sunrakshak Agro Products Pvt Ltd and approved bythe Board of Directors.
The Authorized Share Capital of the Company is Rs. 21,00,00,000/- (Rupees Twenty one crore only) dividedinto 2.10 Crore equity shares of Rs. 10/- each
The Paid up share capital of the Company is Rs. 6,20,13,500 only) divided into 6,20,01,3501 equity sharesof Rs. 10/- each
*Note: Paid-up share capital includes allotment of 11,69,600 Equity shares on preferential basis of Rs10/- each allotted on May30,2025 for which trading approving from Stock Exchange is still in pending.
During the year under review, the Board of Directors of the Company has approved the issue of 11,75,600equity shares and obtained approval of members by passing the Special resolution on March 31, 2025 andallotted 11,69,600 Equity Shares at a price of Rs. 840 /- per equity share of the Company having face valueof Re.10/- (Rupees Ten Only) each at a premium of Rs. 830 /- per share and Equity Shares to the Promotersand Non -Promoter group on May 30, 2025.
Further, Listing approval of the said shares have been received on July 17, 2025, however the tradingpermission is yet to be received as on the date of signing this report.
Pursuant to its strategic diversification plan, the Company include new lines of business in the FMCG andFMCG intermediates sector, in addition to its existing fabrFinanaalstatement^ amended objects, inter alia,include the following:
To carry on the business in India and abroad as manufacturer, trader, distributor, and dealer ofcosmetics, personal care, healthcare, home care, plant care, pet care, veterinary products,packaging material, and all other allied/incidental products, together with intermediate chemicalsrelated thereto.
To carry on the business in India and abroad as manufacturer, trader, distributor, dealer, andprocessor of all types of food products including, but not limited to, spices, snacks, sweets, seeds,flavored drinks, premixes, edible oils, and all allied/incidental products related thereto.
To carry on the business in India and abroad as manufacturer, trader, producer, processor, refiner,mixer, blender, formulator, importer, exporter, distributor, and dealer in all kinds of oils,chemicals, and allied goods including, but not limited to, soap noodles, surfactants, glycerin,detergents, fatty acids, and other ingredients used in the production of the above.
On December 27, 2024, the Company (then operating as A.K. Spintex Limited) successfullyacquired 100% equity shareholding in Sunrakshak Agro Products Private Limited (SAPPL) for a totalconsideration of ^247.1 million. This acquisition marks a significant step in the Company'sstrategic diversification, enabling entry into the FMCG and FMCG intermediate chemicals space.SAPPL is engaged in the manufacturing of fast-moving consumer goods and intermediatechemicals, catering to premium clientele, thereby complementing and expanding the Company'sgrowth trajectory beyond its legacy fabric business.
The Company has obtained approval from Members of the Company for change of name as proposed bythe Board of Directors by passing Special Resolution in the Extra-Ordinary General Meeting (EGM) heldon March 31, 2025 from M/s A.K.Spintex Limited to M/s Sunrakshakk Industries India Limited in line withthe new Businesses as approved in the above mentioned EGM of the Company.
The Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and Company has obtainednecessary approvals from Stock Exchange i.e. BSE Limited. After change of name, the name of theCompany on BSE Limited is reflected as Sunrakshakk Industries India Limited with Scrip ID as"SUNRAKSHAK".
The Change of name of the Company has become effective from April 25, 2025 pursuant to new certificateof incorporation issued by Registrar of Companies, Haryana.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Company occurredbetween the ends of the financial year to which this financial statement relate on the date of thisreport.
No significant and material orders were passed by the regulators or courts or tribunals which affectthe going concern status and future operation of the Company.
Executive Directors and KMPs:
(i) At the Annual General Meeting (AGM) of the Company held on September 30th 2024, theMembers had re-appointed Tilok Chand Chhabra (DIN: 00167401) as director of the Company.
(ii) In accordance with the Companies Act, 2013 Shri Saurabh Chhabra, (DIN: 00488493) directorof the company will retire at the forthcoming Annual General Meeting but being eligible offersthemselves for reappointment
Tenure of Mr. Sandeep hinger (DIN: 06885495) Smt. Divya Praveen Kothari (DIN: 06885490) ceasedto be a non-executive independent director of the Company upon completion of her term of five yearswith effect from close of business hours on June 2024.and Mr. Deepak Karwa (DIN: ceased to be anon-executive independent director of the Company upon completion of her term of five years witheffect from close of business hours on February 2025.
The company has appointed Mr. Aishwarya Tripathi (Din:09769648) Mr. Lokesh Mundra (Din:07012943) and Mrs. Monika Lalwani (Din: 08751122) as the Independent Directors under theCompanies Act, 2013 for a term of 5 years
All Independent Directors have given declarations that they meet the criteria of independence as laiddown under Section 149(6) of the Companies Act, 2013 and SEBI REGULATIONS.
In terms of the provisions of rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, the Board opinesthat the independent directors so appointed/re-appointed hold highest standards of integrity andpossess necessary expertise and experience.
The Board of Directors has appointed Mr. Dinesh Porwal as a CFO and Mr. Ashish Kumar Bagrechaas CS (ACS 34182) as required under section 203 of the Companies Act, 2013 on the recommendationof the Nomination & Remuneration Committee and designated them as the Key ManagerialPersonnel.
The Board of Directors of the Company met 8 times during the year on 30th May, 2025, 31st July, 2024,03rd September 2024, 30th October, 2024, 13th November, 2024,27th December,2024, 12th February,2025and 01st March,2025 in respect of which proper notices were given and the proceedings were properlyrecorded, signed and maintained in the Minutes book kept by the Company for the purpose. Theintervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
In terms of the provisions of section 149 of the Act and the Listing Regulations, 2015, the independentdirectors on the Board of your Company as on the date of this report are Mr. Aishwarya Tripathi, Mr.Lokesh Mundra and Mrs. Monika Lalwani.
Financial Statements
The Company has received declaration pursuant to section 149(7) of the Act and regulation 25 of theListing Regulations, 2015 from all the independent directors stating that they meet the criteria ofindependence as provided in section 149(6) of the Act read with regulations 16 and 25 of the ListingRegulations, 2015.
The independent directors have also confirmed compliance with the provisions of section 150 of the Actread with rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, relating toinclusion of their name in the independent director's databank of the Indian Institute of Corporate Affairs.
The Board of Directors of your Company have taken on record the said declaration and confirmationsubmitted by the independent directors after undertaking due assessment of the veracity of the same interms of regulation 25 of the Listing Obligations Disclosure Requirement Regulations, 2015.
In the opinion of the Board, the independent directors fulfil the conditions specified in the Act as well asthe Rules made thereunder read with the Listing Regulations, 2015 and have complied with the code forindependent directors prescribed in Schedule IV to the Act.
Annual evaluation by the Board:
The evaluation framework for assessing the performance of Directors comprises of the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings.
ii. Quality of contribution to Board deliberations.
iii. Strategic perspectives or inputs regarding future growth of Company and its performance.
iv. Providing perspectives and feedback going beyond information provided by the management.
v. Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Boardof Directors. Member of the Board not participated in the discussion of his/her evaluation.
In accordance with Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company has regularlyorganised Familiarization Programme for Independent Directors. The programme aims to provide insightinto the nature of the industry, the Company's business model, strategic direction, governance practices,and their roles and responsibilities.
The details of the Familiarization Programme are available on the Company's website at:https://sunrakshakk.com/ investors-handbook/.
Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, it is hereby confirmed:Accounting Standards:-
While preparing the annual accounts of the company for the year ended 31st March 2025 the applicableaccounting standards had been followed along with proper explanations relating to material departures,if any.
The directors have selected such accounting policies and applied them consistently and reasonable andprudent judgment and estimates were made so as to give a true and fair view of the state of affairs of thecompany at the end of the financial year and of the profit of the company for that period
The Annual accounts have been prepared on a going concern basis.
The directors had laid down internal financial controls to be followed by the company and such internalfinancial control is adequate and operating well.
The directors had devised proper system to ensure compliance with the provision of all applicable lawsand that such system is adequate and operating effectively.
During the year, in accordance with the Companies Act, 2013, the Board has the following 4 (Four)Committees as follows:
(1) Audit Committee
(2) Nomination and Remuneration Committee
(3) Stakeholder Relationship committee
(4) Corporate Social Responsibility Committee
All Related Party Transactions that were entered into during the financial year ended on March 31, 2025were on an arm's length basis and in the ordinary course of business under Section 188(1) of the Actand the Listing Regulations. Details of the transactions with Related Parties are provided in theaccompanying financial statements (Note no. 39 of Financial Statement) in compliance with theprovision of Section 134(3)(h) of the Act.
The Policy on materiality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on the Company's website under investor relations/ codes andpolicies tab at www.sunrakshakk.com/policies/relatedpartytransaction/pdf
The particulars of Contracts or Arrangements made with related parties pursuant to Section 188 arefurnished in Annexure- IV and attached with this report.
The Board of Directors has adopted the insider trading policy in accordance with requirement of SEBI(Prohibition of Insider Trading) Regulation, 2015 and applicable security laws. The insider trading policyof the company has lays down guidelines & procedures to be followed and disclosure will be made whiledealing with shares of the company as well as the consequences of the violation. The policy has beenformulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highestethical standard of dealing in company security.
The policy is available on company website. www.sunrakshakk.com/policies
None of the employee of your company, who was employed throughout the financial year, was in receiptof remuneration in aggregate of sixty lakh rupees or more or if employed for the part of the financial yearwas in receipt of remuneration of five lakh rupees or more per month.
At the end of the financial year under review the company has one wholly-owned subsidiary by the nameSunrakshak Agro Products Private Limited headquartered at Bhilwara.
The company has one wholly-owned subsidiary by the name Sunrakshak Agro Products Private Limitedheadquartered at Bhilwara.
The Company's financial performance for the financial year ended March 31, 2025:
(Amount in Lakhs)
Particulars
Year ended
31 -Mar-25
31 -Mar-24
Revenue fromOperations
33306.35
31143.03
Profit Before Tax
2074.54
1083.81
Less: Current Tax
368.63
192.57
Deferred Tax
-7.86
14.21
Income Tax earlier years
-
Profit For the Year
1713.77
877.04
The above financials disclosure of subsidiary pertains to whole year. However the above company hasbecome subsidiary from 01.01.2025 and the consolidation has been done from aforesaid date only.
The Company has complied with the requirements prescribed under the Secretarial Standards on Meetingsof the Board of Directors (SS-1) and General Meetings (SS-2).
M/s O.P. DAD & CO. Chartered Accountants (Firm Registration No. 002330C), Bhilwara who wereappointed as statutory auditors of the Company to hold the office from the conclusion of the 29th annualgeneral meeting till the conclusion of 33rd annual general meeting to be held in the year 2028 to auditthe books of the Company and submit their report. The report of the Statutory Auditors on the financialstatements for the financial year 2024-25 does not contain any qualifications or adverse remarks.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder,the Board had appointed Anil Somani & Associates, Practising Company Secretaries to conduct theSecretarial Audit of the Company for the Financial Year 2024-25. The Secretarial Audit Report in FormMR-3 for the year ended March 31, 2025 is annexed herewith as Annexure II to this Report. The saidReport does not contain any qualification, reservation, or adverse remark.
Further, the Board, on the recommendation of the Audit Committee, has approved the appointment ofMr. Varun Kabra (M. No. 65304, COP No. 25188), Proprietor of M/s Varun Kabra & Associates, PractisingCompany Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive years,commencing from the Financial Year 2025-26, subject to the approval of the shareholders at the ensuingAnnual General Meeting, with effect from 14th August, 2025.
Pursuant to Section 138 of the Companies Act, 2013, your Directors have appointed Mr. Bal MukundKabra as an internal auditor of the company for the Financial Year 2024-25 and their report is reviewedby the audit committee from time to time.
Pursuant to the provisions of section 148 of the Act, the Board of Directors on the recommendation ofthe Audit Committee has appointed K.C. MOONDRA & Co, Cost Accountants (Firm RegistrationNo.101814) as the cost auditor of the Company for the financial year ending on 31 March 2026 and haverecommended their remuneration to the members for ratification at the ensuing AGM. Accordingly, aresolution seeking members ratification for the remuneration payable to the cost auditor forms part ofthe Notice of the ensuing AGM.
The cost auditor has furnished the eligibility certificate along with his consent to such appointment interms of the relevant provisions of the Act read with Rules framed thereunder. The Audit Committee hasalso received a certificate from the cost auditor certifying their independence and arm's lengthrelationship with the Company.
As per the provisions of section 148 of the Act read with the Companies (Cost Records and Audit) Rules,2014, the Company is required to maintain cost records and accordingly, such accounts and records aremaintained.
There is no qualification, reservation or adverse remarks or disclaimer made by the auditors in their report.AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
In compliance with the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Auditor's Certificate on Corporate Governance forthe Financial Year 2024-25 is annexed to this Board's Report. The said Certificate does not contain anyqualification, reservation, adverse remark, or disclaimer.
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, everycompany including its holding or subsidiary and a foreign company, which fulfills the criteria specified insub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and itsrules.
Your Company is committed to make a positive contribution to communities where it operates. Pursuantto Section 135 of the Companies Act, 2013, the Company constituted CSR committee and formulated CSRPolicy as guiding principle for undertaking CSR activities. The Company's vision on CSR is that the Companybeing a responsible Corporate Citizen would continue to make a serious endeavour for improvement inquality of life and betterment of society through its CSR related initiatives
During the current year, the Company has to spend Rs. 15.68 Lacs for CSR expenditure but company hadspent Rs. 16.71 Lacs towards CSR activities during the financial year 2024-25 under Schedule VII of theCompanies Act, 2013 and CSR policy adopted by the Company. The disclosures of CSR activities pursuantto Section 134(3) of the Companies Act, 2013 read with Rule 8 of Companies (Corporate SocialResponsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure - II.
*The company had spent an amount of RS. 15.00 Lacs during the years towards certain programs of SocialWelfare under the pretext that the same are covered under the CSR Provisions. Later after the FY end afterregular follow up, the management found that although the amount was paid towards social welfare,however the same cannot be classified as eligible expense under CSR Provision. Hence, as managementbecame aware of the same after FY end, so company had transfer Rs. 14,39,000 to Funds eligible underSchedule VII Viz PM Care fund, PM relief fund etc. The company has been very regular in compliance toCSR Provisions otherwise and this shortfall has been there due to technical reasons although the amountso spent has been used for social causes only.
The Security & Exchange Board of India (SEBI) on September 2, 2015 issued (Listing Obligation &Disclosure Requirement) Regulation, 2015 with the aim to consolidate & streamline the provision oflisting agreement for different segment of capital market to ensure better enforceability the saidregulations were effective from December, 1, 2015 accordingly all listed entity were required to
enter into the listing agreement within six months from the effective date. The company entered intolisting agreement with BSE Limited during August, 2015.
The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instanceof fraud and mismanagement, if any. The details of the Vigil Mechanism Policy are explained in theCorporate Governance Report as Annexure IV.
As mandated under Regulation 24A of the SEBI Listing Regulations, the Company shall obtain an AnnualSecretarial Compliance Report from M/s. Anil Somani and Associates, Company Secretaries, for thefinancial year 2024-25.
This report will certify compliance with all applicable SEBI Regulations and circulars/guidelines issuedthereunder and has been filed with the Stock Exchanges and also made available on the website of theCompany at https://sunrakshakk.com/
Risk management is the identification, assessment and taking pro-active measures to face the impact ofvarious risks. Risks may arise from uncertainty in financial markets, project failures, legal liabilities, creditrisk, accidents, natural causes and disasters etc. The Company has adopted appropriate procedure andpolicies to safeguard the company against business and other risk to mitigate its impact to the extentpossible. The Risk management plans & policies are periodically monitored, reviewed and evaluated andupdated from time to time.
1
Revenue from Operations for FY25 stood at ^1,8015.90 Lacs, reflecting a 53.67% Y-o-Y growth from^1,1723.60 Lacs in FY24.
• Profit After Tax (PAT) witnessed a robust 30.34% Y-o-Y growth, reaching ^1101.03 Lacs in FY25,compared to ^844.73 Lacs in FY24.