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BSE Code : 543367 | NSE Symbol : PARAS | ISIN : INE045601023 | Industry : Engineering |


Directors Reports

To

The Members

Paras Defence and Space Technologies Limited

The Directors of your Company are pleased to present Sixteenth Annual Report on the business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

( Rs. in Lakhs)

Standalone Consolidated

Particulars

FY 2024-25 FY 2023-24 FY 2024-25 FY 2023-24
Revenue from Operations 33,385.41 23,243.45 36,466.12 25,349.82
Other Income 1,185.63 934.00 792.22 827.17

Total Income

34,571.04 24,177.45 37,258.34 26,176.99
Less: Total Expenditure 25,890.21 19,715.17 28,901.01 22,124.45
Less: Share of (Profit)/Loss of associate - - (2.75) 5.69

Profit Before Tax

8,680.83 4,462.28 8,360.07 4,046.85
Less: Income tax 2,269.94 1,250.58 2,304.59 1,256.79
Less: Deferred Tax (96.03) (100.21) (93.67) (103.32)
Less: Income Tax for earlier years - (111.59) - (110.41)

Profit after Tax

6,506.92 3,423.50 6,149.15 3,003.79
Other Comprehensive Income (net of taxes) 38.92 36.27 28.68 34.18

Total Comprehensive Income for the year

6,468.00 3,387.23 6,120.47 2,969.61

On standalone basis, the total income for the financial year ended March 31, 2025 was 34,571.04 Lakhs, which is 42.99 % more than the previous year's income of 24,177.45 Lakhs. Our total income on consolidated basis for the financial year ended March 31, 2025 was 37,258.34 Lakhs as against 26,176.99 Lakhs for the financial year ended March 31, 2024.

On standalone basis, the net profit after tax (PAT) for the financial year ended March 31, 2025 stood at 6,506.92 Lakhs as against previous year's net profit of 3,423.50 Lakhs thereby recording an increase of 90.07%. Our net profit after tax (PAT) on consolidated basis for the financial year ended March 31, 2025 amounted to 6,149.15 Lakhs as compared to 3,003.79 Lakhs in the previous year.

2. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amounts to the general reserve. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2025, please refer to the ‘Statement of Changes in Equity' included in the standalone and consolidated financial statements of this Annual Report.

3. DIVIDEND

Based on the Company's impressive performance, for the first time in the history of the Company, the Board of Directors is pleased to recommend a dividend of 0.50 per share of 5/- each for the financial year ended March 31, 2025, subject to the approval of the Members.

After the closure of the financial year, based on the approval of the Board of Directors, the consent of the members was sought by way of postal ballot, for sub-division/ split of 1 (one) equity share of 10/- each into 2 (two) equity shares of 5/- each. The members have approved the aforementioned split as on June 7, 2025. The record date for the purpose of the split of shares is July 4, 2025. In view of the above, the face value of the share for the purpose of declaration and payment of dividend has been considered as 5/- per share.

The final dividend on equity shares, if approved by the Members, would involve a cash outflow of 4.03 crores (8,05,87,330 equity shares @ 0.50 per share). As per Indian

Income Tax Act, 1961, dividend paid and distributed by a Company is taxable in the hands of members and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates. The Record date for the purpose of the final dividend for the financial year ended March 31, 2025, is August 8, 2025.

The Company has in place a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same is available on the Company's website at https:// parasdefence.com/investors.

4. STATE OF THE COMPANY'S AFFAIRS

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis Report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of this Report.

5. CHANGE IN THE NATURE OF BUSINESS

There were no changes in the nature of business during the financial year ended March 31, 2025.

6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

7. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided during the year and as covered under Section 186 of the Companies Act, 2013 form part of the notes to the standalone financial statements of the Company provided in this annual report.

8. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement of furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with Chapter V of the Act, is not applicable.

9. DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

A. SUBSIDIARIES

As on March 31, 2025, the Company has 6 (Six) Subsidiaries, out of which 5 (Five) are Indian Subsidiaries and 1 (One) is Foreign Subsidiary.

The details of the Subsidiaries are as follows:

Name of the Company

Type of Subsidiary

Date of Incorporation

*Opel Technologies Pte. Ltd. Foreign Wholly Owned Subsidiary 02-Jan-2019
Paras Aerospace Private Limited Indian Subsidiary 13-Feb-2019
Paras Anti-Drone Technologies Private Limited Indian Subsidiary 25-Feb-2019
#Ayatti Innovative Private Limited Indian Subsidiary 13-Aug-2018
Quantico Technologies Private Limited Indian Wholly Owned Subsidiary 30-Dec-2023
Mechtech Thermal Private Limited Indian Subsidiary 11-Jan-2024

*Opel Technologies Pte. Ltd. became a material subsidiary of your Company w.e.f. April 01, 2023.

#The Board of Directors of the Company at their meeting held on March 28, 2025, considered and approved the proposal for divestment of 58.02% equity stake held in its subsidiary, Ayatti Innovative Private Limited ("Ayatti"), which comprises of 15,20,000 equity shares of face value of 10/- each. Post the transaction, Ayatti will cease to be a subsidiary of the Company. The proposed transaction is likely to be completed latest by December 31, 2025, depending upon completion of due diligence process by the proposed buyer.

Paras Green UAV Private Limited (formerly known as Paras Green Optics Private Limited) ceased to be a Subsidiary of the Company w.e.f. March 27, 2025

B. ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2025, there are 2 (Two) Associate Companies within the meaning of Section 2(6) of the Companies Act, 2013.

The details of the Associate/Joint Venture Companies are as follows:

Name of the Company

Date of Incorporation

Krasny Paras Defence Technologies Private Limited 10-Nov-2021
Controp-Paras Technologies Private Limited 31-Jul-2023

10. PERFORMANCE AND FINANCIAL HIGHLIGHTS OF SUBSIDIARY COMPANIES AND THEIR CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY

The consolidated financial statements of the Company forms a part of this Annual Report. A Statement containing salient features of the financial statement of subsidiaries pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014 in the prescribed Form AOC-1 are enclosed as Annexure - 1 to this report.

11. SHARE CAPITAL

A. Authorized Share Capital

The Authorised Share Capital of the Company is 6,050 Lakhs.

During the period under review, there was no change in the authorised share capital of the Company.

B. Issued, Subscribed and Paid-up Share Capital

During the year, the Issued, Subscribed and Paid-up Share Capital of the Company increased from 3,900 lakhs to 4,029 Lakhs in view of the 12,93,604 equity shares allotted vide the Qualified Institutions Placement (QIP) in October 2024.

12. Employee Stock Option Plan - Paras Defence ESOP 2024

During the year under review, the Company sought shareholders' approval at its 15th Annual General Meeting for the adoption and implementation of the Paras Defence and Space Technologies Limited - Employee Stock Option Plan – 2024 ("Paras Defence ESOP 2024"). Under the scheme, the total number of stock options to be granted shall not exceed 7,95,000 (Seven Lakhs Ninety-Five Thousand) in aggregate. These options will entitle grantees to acquire, in one or more tranches, up to 7,95,000 fully paid-up Equity Shares of the Company, each having a face value of 10/- (Rupees Ten Only).

The Plan includes provisions for extending and granting stock options to eligible employees of the Company, its group entities, including subsidiaries and/or associate companies (excluding any employee who is a promoter or part of the promoter group, as well as Independent Directors).

This initiative represents a reward system based on performance, to attract and retain qualified, talented and competent personnel and offer employees an opportunity to participate in the Company's growth. By linking employee performance with organizational initiatives, the Plan is intended to enhance overall Company performance.

The Plan has been formulated in compliance with the provisions of the Companies Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations"). The Nomination and Remuneration Committee (NRC) oversees the administration of the Plan and acts as the Compensation Committee in accordance with the SBEB&SE Regulations.

During the financial year 2024–25, there has been no change to the Paras Defence ESOP 2024 scheme. In FY 2024-25, the Company granted a total of 78,450 options. No options were vested or exercised during the year. Further details regarding the scheme are provided in the Financial Statements section of this Annual Report.

In view of the shareholders' approval sought by way of postal ballot in June 2025 for the sub-division/ split of 1 (One) Equity Share of the Company of the face value of 10/- (Rupees Tenv Only) each fully paid up into 2 (Two) Equity Shares of the Company of face value of 5/- (Rupees Five Only) each fully paid up, the shareholders have inter alia also authorised the Board of Directors to make appropriate adjustments to ensure fair and reasonable adjustment to the entitlement of the participants under the "Paras Defence ESOP 2024" of the Company due to sub-division/split of equity shares as aforesaid to the outstanding stock options (whether vested or unvested as on the Record Date) in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

The disclosure relating to ESOPs required to be made under the provisions of the Companies Act, 2013 and the Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefit and Sweat Equity) Regulations, 2021 (SBEB Regulations) is provided on the website of the Company. A certificate from the Secretarial Auditors confirming that the scheme has been implemented in compliance with the SBEB Regulations has also been obtained. These documents are available for electronic inspection by Members during the AGM and can also be accessed on the Company's website at https://www.parasdefence.com

13. OTHER SHARES RELATED DISCLOSURES

During the year under review, the Company has not issued any bonus shares, equity shares with differential voting rights nor has granted any sweat equity. As on March 31, 2025, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

14. ISSUE OF DEBENTURES, BONDS AND ANY OTHER NON-CONVERTIBLE SECURITIES/WARRANTS

During the year under review, the Company has not issued any debentures, bonds and any other non-convertible securities nor Company has issued any warrants.

15. CREDIT RATING

During the year under review, your Company has been rated by CRISIL Ratings Limited ("CRISIL") and ICRA Limited for its bank facilities as follows:

CRISIL Ratings Limited

Instrument Type

Amount ( in Cr.)

Rating Outlook

Rating Action

Bank Guarantee 23.00 CRISIL A2+
Cash Credit 39.00 CRISIL A-/ Stable
Letter of Credit 5.00 CRISIL A2+ Reaffirmed
Long Term Loan 10.00 CRISIL A-/Stable
Pre-Shipment Credit 7.00 CRISIL A2+
Proposed Term Loan 19.00 CRISIL A- / Stable

 

ICRA Limited

Instrument Type

Amount ( in Cr.)

Rating Outlook

Rating Action

Long term – Fund Based - Cash Credit 39.00 ICRA A- (Stable) Reaffirmed the ratings and revised the
Long term – Fund based - Overdraft 5.00 ICRA A- (Stable) Outlook from ‘Negative' to ‘Stable'

Long term/Short term – Non-Fund Based - Bank Guarantee

157.75

ICRA A- (Stable)/ICRA A2+

16. UTILISATION OF QUALIFIED INSTITUTIONS PLACEMENT (QIP) PROCEEDS

During the year under review, the Company raised funds amounting to 135.182 Crores by way of Qualified Institutions Placement (QIP) and allotted 12,93,604 equity shares at an issue price of 1,045 per equity share (including a premium of 1,035 per equity share) on October 08, 2024.

The issue was undertaken in accordance with Sections 42 and 62 of the Companies Act, 2013, along with the applicable rules made thereunder and the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The proceeds of funds raised under QIP of the Company are being utilised as per Objects of the Issue. ICRA Limited is the Monitoring Agency, who is monitoring the use of the net QIP proceeds, in accordance with the objects of the issue.

The disclosure in compliance with the Regulation 32(7A) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 ("Listing Regulations") is as under:

(Amount in )

Sr. No. Particulars

Actual utilization of QIP proceeds upto March 31, 2025 ( crores)
1. Funding working capital requirements of the Company 120.000
2. General corporate purposes (excluding QIP expenses) 5.530
3. Issue expenses 4.195

Total

129.725

Out of the total funds raised by the Company under the QIP, an amount of 5.46 crores is yet to be utilized, as on March 31, 2025.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee reviews the internal control systems at regular intervals internally, the adequacy of internal audit functions and the significant internal audit findings with the management and also updates and recommends the same to the Board for their review.

18. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of Board of Directors

The composition of Board of Directors of the Company, as on March 31, 2025, is as follows:

Name of Director

DIN

Category

Sharad Virji Shah

00622001

Promoter, Chairman & Non-Executive Non- Independent Director

Munjal Sharad Shah 01080863 Promoter, Managing Director
Shilpa Amit Mahajan 01087912 Whole-Time Director
Manmohan Handa 06942720 Non-Executive Independent Director
Hina Amol Gokhale 08712659 Non-Executive Independent Director
Suresh Katyal 08979402 Non-Executive Independent Director

B. Changes in the position of Directors of the Company

The details of change in position of Directors of the Company, during the year under review, are given in the table as hereunder:

Name of Director

Designation

Nature of Change (Appointment/ Re-appointment/Cessation)

Date of Shareholders Approval

Tenure

Hina Amol Gokhale Non-Executive Woman Independent Director Re-appointment March 17, 2025 For a second term of five years commencing from April 01, 2025 to March 31, 2030

C. Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Sharad Virji Shah (DIN: 00622001), retires by rotation at the forthcoming Sixteenth Annual General Meeting and being eligible has offered himself for reappointment.

D. Key Managerial Personnel (KMP)

The composition of Key Managerial Personnel of the Company as on March 31, 2025 is as follows:

Name of Key Managerial Personnel

Category

Munjal Sharad Shah Managing Director
Shilpa Amit Mahajan Whole-Time Director
Harsh Dhirendra Bhansali Chief Financial Officer

Jajvalya Raghavan

Company Secretary and Compliance Officer

E. Changes in the position of Key Managerial Personnel other than Directors of the Company

During the period under review, there was no change in the position of the Key Managerial Personnel of the Company.

F. Declarations Given by Independent Directors

The Company has received necessary declarations and disclosures from the Independent Directors under Section 149(7) and Section 184(1) of the Companies Act, 2013 ("the Act") stating that they meet the criteria of independence as laid down in Section 149(6) of the Act and under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and disclosing their interest in form MBP-1. All the Directors have certified that the disqualifications mentioned under Sections 164, 167 and 169 of the Act do not apply to them. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Act.

The Board of the Company has taken the disclosures on record after verifying the due veracity of the same. In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. All the Independent Directors of the Company are also registered with the databank of Independent Directors as required under the provisions of the Act.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

The Directors and the senior management personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel during the year under review.

G. Board and Committee Meetings

I. Board Meetings

The Board of Directors met 10 (Ten) times during the financial year under review. The details of the Board meetings and attendance of each Director thereat are provided in the Corporate Governance Report forming part of the Annual Report as Annexure - 2.

II. Committees of the Board

The Company has 5 (Five) Board-Level Committees, which have been established in compliance with the provisions of the Act and SEBI Listing Regulations:

i. Audit Committee

The Company's Audit Committee composition is in line with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations.

The Members of the Audit Committee are financially literate and have requisite accounting and financial management expertise. The composition, terms of reference of the Audit Committee and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report. During the year under review, all the recommendations of the Audit Committee in terms of its reference were considered positively by the Board of Directors of your Company.

ii. Other Committees

The details of other Committees of the Board are given under the Report on Corporate Governance section forming part of this Annual Report and the list of Committees of the Board is also available on the website of the Company viz. www. parasdefence.com/investors

19. COMPLIANCE WITH SECRETARIAL STANDARDS

During the period from April 01, 2024 to March 31, 2025, the Company complied with the Secretarial Standard – 1 on Board Meetings and Secretarial Standard – 2 on General Meetings, issued by the Institute of Company Secretaries of India.

20. SUSTAINABILITY AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's Sustainability, Environment, Social and Governance Report is provided separately as part of the Annual Report.

The brief outline of the Company's CSR initiatives undertaken during the year under review is furnished in Annexure-3 in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time. The Company's CSR Policy is placed on the website of the Company https://parasdefence.com/investors .

The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming part of the Annual Report.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Company has formulated a Policy on Related Party Transactions and the same can be accessed using the following link: https:// parasdefence.com/investors

During the year under review, all other contracts / arrangements / transactions entered by the Company with Related Parties were in the ordinary course of business and on an arm's length basis. A statement giving details of all Related Party Transactions, as approved, is placed before the Audit Committee for review on a quarterly basis. The details of the transactions entered into between the Company and the related parties under Sections 188 and 134(3)(h) of the Act, are given in AOC - 2 enclosed as Annexure - 4 to this report.

The Disclosures as required under Indian Accounting Standard – 24 (Ind AS-24) "Related Party Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been provided in notes forming part of the Standalone Financial Statements.

22. PARTICULARS OF REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND EMPLOYEES AND DISCLOSURES IN BOARD'S REPORT

The information required under Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in this Report. In terms of proviso to Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members excluding the certain information covered under aforesaid Annexure. Any member interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. None of the employees listed in the said Annexure - 5 is related to any Director of the Company except to the extent specified in the financial statements.

The disclosure on remuneration of Directors, Key Managerial Personnel and Employees as required under the Companies Act, 2013 and Rules made thereunder is enclosed as Annexure - 5 to this Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34(2)(e) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is enclosed as Annexure - 6 to this Report.

24. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board of Directors carried out an annual evaluation of its overall performance, that of individual directors, and the functioning of its various Committees. The performance of the Board as a whole and of its Committees was evaluated by the Board through a structured questionnaire covering multiple aspects such as composition and quality, meeting and procedures, contribution to Board deliberations, effectiveness of assigned functions, rapport with management, professional development and the adequacy, appropriateness and timeliness of information etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, the performance of the Board and its Committees was evaluated. The performance of the Independent Directors was evaluated by the entire Board, excluding the respective Independent Director evaluated. The Directors expressed their satisfaction with the evaluation process.

Pursuant to Schedule IV of the Companies Act, 2013, a separate meeting of the Independent Directors was held on Friday, January 10, 2025.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - 7 to this report.

26. AUDITORS

I. Statutory Auditors

In accordance with the provisions of the Companies Act, 2013, M/s. Chaturvedi & Shah LLP, Chartered Accountants (FRN: 101720W/W100355) (‘C&S') have been appointed as the Statutory Auditors of the Company, for a period of five years i.e. until the conclusion of 19th AGM of the Company to be held in the year 2028. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

II. Internal Auditors

The provisions of Section 138 of the Companies Act, 2013 for appointing Internal Auditors are applicable to the Company.

Based on the recommendation of the Audit Committee, the Board of Directors had appointed M/s. Shaparia Mehta & Associates LLP, Chartered Accountants (FRN: 0112350W / W-100051), as Internal Auditors for conducting the internal audit functions of the Company for FY 2024-25. They have submitted their reports periodically to the Audit Committee and Board of Directors for their review. M/s. Shaparia Mehta & Associates LLP have been appointed as the Internal Auditors of the Company for FY 2025-26.

III. Secretarial Auditors

During the year under review, the Board of Directors had appointed M/s. DM & Associates, Company Secretaries LLP (FRN: L2017MH003500), Practicing Company Secretaries as the Secretarial Auditors to conduct secretarial audit of the Company for the financial year 2024-25. The Secretarial Audit report in Form MR-3 as issued by them is enclosed as Annexure - 8 to this Report. The comments provided by them are self-explanatory and hence do not require comments from the Board.

The Secretarial Audit was not applicable to any of the subsidiaries of the Company during the year under review.

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. DM & Associates, Company Secretaries LLP (FRN: L2017MH003500), Practicing Company Secretaries as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years from the FY 2025-26 till FY 2029-30, subject to the approval of the Members at ensuing AGM.

Brief profile and other details of M/s. DM & Associates, Company Secretaries LLP, are disclosed in the AGM Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company and have confirmed their eligibility for the appointment. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

IV. Cost Auditors

The provisions of Section 148 of the Companies Act, 2013 for maintaining the Cost Records are applicable to the Company and accordingly the Company has maintained cost accounts and records in respect of the applicable products for the year ended March 31, 2025.

The Board, on the recommendation of the Audit Committee, at its meeting held on April 30, 2025, has approved the appointment of M/s. Dinesh Jain & Company, Practicing Cost Accountants, Mumbai (FRN: 100583), as the Cost Auditors for the Company for the financial year ending March 31, 2026. They have confirmed their independent status and that they are free from any disqualifications under Section 141 of the Companies Act, 2013. A proposal for ratification of remuneration of the Cost Auditors for the FY 2025-26 is placed before the shareholders for approval in the ensuing AGM.

27. AUDIT REPORTS

The Statutory Auditors' Report and the Secretarial Auditors' Report do not contain any qualification, reservation, adverse remark or disclaimer.

The Statutory Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated, for the financial year ended March 31, 2025. Their Reports for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report. There is no incident of fraud, requiring reporting by the Statutory Auditors under Section 143(12) of the Act.

In view of the above, no comments are offered by the Board of Directors.

28. ANNUAL RETURN

In compliance with Section 92(3) of the Companies Act, 2013 ("the Act") read with Section 134(3) of the Act, the Annual Return of the Company as on March 31, 2025 will be available on the website of the Company at https://parasdefence.com/ i nvestors?tab=1

29. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the operating management and after due enquiry, confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis;

e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. HUMAN RESOURCES / INDUSTRIAL RELATIONS, INCLUDING NUMBER OF PEOPLE EMPLOYED

Your Company had 537 permanent employees as on March 31, 2025 while the count was 418 as on March 31, 2024. Your Company provides regular training to employees to improve skills. Your Company has put in place a performance appraisal system that covers all employees.

31. CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013, and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). A separate section on corporate governance under the SEBI Listing Regulations, along with the certificate from the Practicing Company Secretary confirming the compliance, is enclosed as Annexure – 2D of this report.

32. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

Your Company has adopted a policy relating to appointment of Directors, payment of managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013.

33. RISK MANAGEMENT POLICY

In line with regulatory requirements, the Company has framed risk management policy to identify and access with the regulatory risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Company has a Risk Management Committee in place which periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT A WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place, "Policy on prevention, Prohibition and Redressal of Sexual Harassment." The policy aims to provide protection to employees at the workplace and preventing and redressing complaints of sexual harassment and it covers matters connected or incidental thereto. The Company has complied with the provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The details of the POSH Compliances during the year

Number of sexual harassment complaints received : Nil Number of complaints disposed off : Nil Number of cases pending for more than 90 days : Nil

During the year under review, the Company has not received any complaint of sexual harassment.

35. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

With a significant percentage of women in its workforce, the Company believes that it is not merely about empowering women — rather, PARAS is empowered by them. The Company is committed to supporting the needs, health and safety of mothers and complies with the provisions of the Maternity Benefit Act, 1961.

36. WHISTLE BLOWER POLICY / VIGIL MECHANISM

Pursuant to Section 177(9) read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has duly established Whistle Blower Policy /Vigil Mechanism Policy ("Policy") to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The functioning of the Policy is reviewed by the Audit Committee / Board on periodical basis. During the financial year ended March 31, 2025, the Company has not received any complaint under the Whistle Blower Policy of the Company.

37. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the members of the Board of Directors and Senior Management Personnel. It is confirmed that all Directors and Senior Management Personnel have affirmed their adherence to the provisions of the Code of Conduct during the financial year 2024-25.

38. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted the policies, which are available on Company's website – https://parasdefence.com/investors

39. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company has provided Business Responsibility and Sustainability Report in line with the requirement based on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the ‘National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business' notified by Ministry of Corporate Affairs (MCA). Pursuant to the provisions of Regulation 34 of the SEBI Listing Regulations, the said report is attached separately, which forms part of this Annual Report.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the year, there were no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

41. DIFFERENCEBETWEENAMOUNTOFTHEVALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, there was no instance of onetime settlement with banks or financial institutions, hence the requirement to disclose the details of difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions, along with the reasons thereof, is not applicable.

42. IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

43. ACKNOWLEDGEMENTS

Your Board takes this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from members, clients, bankers and all other business associates. We look forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors

Paras Defence and Space Technologies Limited

Sharad Virji Shah

Munjal Sharad Shah

Chairman & Non- Executive Director Managing Director
DIN: 00622001 DIN: 01080863
Date: July 25, 2025
Place: Navi Mumbai

Registered Office:

D-112, TTC Industrial Area, MIDC, Nerul, Navi Mumbai – 400706
Tel. No. +91-22-6919 9999
Fax No. +91-22-6919 9990
E-mail: business@parasdefence.com
Website: www.parasdefence.com
CIN: L29253MH2009PLC193352

   

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