The Directors of your Company are pleased to present Sixteenth Annual Report on the business and operations of the Company along with theAudited Financial Statements for the financial year ended March 31, 2025.
Particulars
Standalone
Consolidated
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 yearended March 31, 2025 was ? 34,571.04 Lakhs, which is 42.99 %more than the previous year’s income of ? 24,177.45 Lakhs. Ourtotal income on consolidated basis for the financial year endedMarch 31, 2025 was ? 37,258.34 Lakhs as against ? 26,176.99Lakhs for the financial year ended March 31, 2024.
On standalone basis, the net profit after tax (PAT) for thefinancial year ended March 31, 2025 stood at ? 6,506.92 Lakhsas against previous year’s net profit of ? 3,423.50 Lakhs therebyrecording 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 ? 3,003.79Lakhs in the previous year.
During the year under review, the Company has not transferredany amounts to the general reserve. For complete detailson movement in Reserves and Surplus during the financialyear ended March 31, 2025, please refer to the ‘Statement ofChanges in Equity’ included in the standalone and consolidatedfinancial statements of this Annual Report.
Based on the Company’s impressive performance, for the firsttime in the history of the Company, the Board of Directors ispleased to recommend a dividend of ? 0.50 per share of ? 5/-each for the financial year ended March 31, 2025, subject to theapproval of the Members.
After the closure of the financial year, based on the approval ofthe Board of Directors, the consent of the members was soughtby way of postal ballot, for sub-division/ split of 1 (one) equityshare of ? 10/- each into 2 (two) equity shares of ? 5/- each. Themembers have approved the aforementioned split as on June7, 2025. The record date for the purpose of the split of shares isJuly 4, 2025. In view of the above, the face value of the share forthe purpose of declaration and payment of dividend has beenconsidered as ? 5/- per share.
The final dividend on equity shares, if approved by theMembers, would involve a cash outflow of ? 4.03 crores(8,05,87,330 equity shares @ ? 0.50 per share). As per IndianIncome Tax Act, 1961, dividend paid and distributed by aCompany is taxable in the hands of members and the Companyis required to deduct tax at source (TDS) from dividend paidto the Members at prescribed rates. The Record date for thepurpose of the final dividend for the financial year endedMarch 31, 2025, is August 8, 2025.
The Company has in place a Dividend Distribution Policyin accordance with Regulation 43A of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015and the same is available on the Company’s website at https://parasdefence.com/investors.
The information on Company’s affairs and related aspectsis provided under Management Discussion and AnalysisReport, which has been prepared, inter-alia, in compliance
with Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and forms part of this Report.
There were no changes in the nature of business during thefinancial year ended March 31, 2025.
There have been no material changes and commitmentswhich affect the financial position of the Company that haveoccurred between the end of the financial year to which thefinancial statements relate and the date of this report.
Particulars of loans given, investments made, guaranteesgiven and securities provided during the year and as coveredunder Section 186 of the Companies Act, 2013 form part of thenotes to the standalone financial statements of the Companyprovided in this annual report.
The Company has not accepted or renewed any amount fallingwithin the purview of provisions of Section 73 of the CompaniesAct 2013 (“the Act”) read with the Companies (Acceptance ofDeposit) Rules, 2014 during the year under review. Hence, therequirement of furnishing of details relating to deposits coveredunder Chapter V of the Act or the details of deposits which arenot in compliance with Chapter V of the Act, is not applicable.
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
25-Feb-2019
'Ayatti Innovative Private Limited
13-Aug-2018
Quantico Technologies Private Limited
Indian Wholly Owned Subsidiary
30-Dec-2023
Mechtech Thermal Private Limited
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 heldin its subsidiary, Ayatti Innovative Private Limited (“Ayatti”), which comprises of 15,20,000 equity shares of face value of ? 10/- each. Post the transaction, Ayattiwill 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 duediligence 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
As on March 31, 2025, there are 2 (Two) Associate Companieswithin the meaning of Section 2(6) of the Companies Act, 2013.
The details of the Associate/Joint Venture Companiesare as follows:
Krasny Paras Defence Technologies
10-Nov-2021
Private Limited
Controp-Paras Technologies
31-Jul-2023
The consolidated financial statements of the Company formsa part of this Annual Report. A Statement containing salientfeatures of the financial statement of subsidiaries pursuant to
first proviso to Sub-Section (3) of Section 129 read with Rule 5of Companies (Accounts) Rules, 2014 in the prescribed FormAOC-1 are enclosed as Annexure - 1 to this report.
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 theauthorised share capital of the Company.
During the year, the Issued, Subscribed and Paid-up ShareCapital of the Company increased from ? 3,900 lakhs to ? 4,029Lakhs in view of the 12,93,604 equity shares allotted vide theQualified Institutions Placement (QIP) in October 2024.
During the year under review, the Company soughtshareholders’ approval at its 15th Annual General Meeting for
the adoption and implementation of the Paras Defence andSpace Technologies Limited - Employee Stock Option Plan- 2024 (“Paras Defence ESOP 2024”). Under the scheme, thetotal number of stock options to be granted shall not exceed7,95,000 (Seven Lakhs Ninety-Five Thousand) in aggregate.These options will entitle grantees to acquire, in one or moretranches, up to 7,95,000 fully paid-up Equity Shares of theCompany, each having a face value of ?10/- (Rupees Ten Only).
The Plan includes provisions for extending and granting stockoptions to eligible employees of the Company, its groupentities, including subsidiaries and/or associate companies(excluding any employee who is a promoter or part of thepromoter group, as well as Independent Directors).
This initiative represents a reward system based onperformance, to attract and retain qualified, talented andcompetent personnel and offer employees an opportunityto participate in the Company’s growth. By linking employeeperformance with organizational initiatives, the Plan isintended to enhance overall Company performance.
The Plan has been formulated in compliance with theprovisions of the Companies Act and the SEBI (Share BasedEmployee Benefits and Sweat Equity) Regulations, 2021(“SBEB&SE Regulations”). The Nomination and RemunerationCommittee (NRC) oversees the administration of the Plan andacts as the Compensation Committee in accordance with theSBEB&SE Regulations.
During the financial year 2024-25, there has been no changeto the Paras Defence ESOP 2024 scheme. In FY 2024-25, theCompany granted a total of 78,450 options. No options werevested or exercised during the year. Further details regardingthe scheme are provided in the Financial Statements sectionof this Annual Report.
In view of the shareholders’ approval sought by way of postalballot in June 2025 for the sub-division/ split of 1 (One) Equity
Share of the Company of the face value of ? 10/- (Rupees TenOnly) each fully paid up into 2 (Two) Equity Shares of theCompany of face value of ? 5/- (Rupees Five Only) each fullypaid up, the shareholders have inter alia also authorisedthe Board of Directors to make appropriate adjustments toensure fair and reasonable adjustment to the entitlementof the participants under the “Paras Defence ESOP 2024” ofthe Company due to sub-division/split of equity shares asaforesaid to the outstanding stock options (whether vestedor unvested as on the Record Date) in accordance with theSEBI (Share Based Employee Benefits and Sweat Equity)Regulations, 2021, as amended from time to time.
The disclosure relating to ESOPs required to be made underthe provisions of the Companies Act, 2013 and the Rulesmade thereunder and the Securities and Exchange Boardof India (Share Based Employee Benefit and Sweat Equity)Regulations, 2021 (SBEB Regulations) is provided on thewebsite of the Company. A certificate from the SecretarialAuditors confirming that the scheme has been implemented incompliance with the SBEB Regulations has also been obtained.These documents are available for electronic inspection byMembers during the AGM and can also be accessed on theCompany’s website at https://www.parasdefence.com
During the year under review, the Company has not issued anybonus shares, equity shares with differential voting rights norhas granted any sweat equity. As on March 31, 2025, none ofthe Directors of the Company hold instruments convertibleinto equity shares of the Company.
During the year under review, the Company has not issued anydebentures, bonds and any other non-convertible securitiesnor Company has issued any warrants.
During the year under review, your Company has been rated by CRISIL Ratings Limited (“CRISIL”) and ICRA Limited for its bankfacilities 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
D
Reaffirmed
Long Term Loan
10.00
CRISIL A-/Stable
Pre-Shipment Credit
7.00
Proposed Term Loan
19.00
CRISIL A- / Stable
ICRA Limited
Amount (? inCr.)
Long term - Fund Based - Cash Credit
ICRA A- (Stable)
Reaffirmed the ratings and revised the
Long term - Fund based - Overdraft
Outlook from ‘Negative’ to ‘Stable’
Long term/Short term - Non-Fund Based- Bank Guarantee
157.75
ICRA A- (Stable)/ICRA A2
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) onOctober 08, 2024.
The issue was undertaken in accordance with Sections 42 and 62 of the Companies Act, 2013, along with the applicable rules madethereunder 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 MonitoringAgency, 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:
Sr. No.
Actual utilization of QIP proceedsupto 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.
The Company has in place adequate internal financial controls with reference to the financial statements. The Audit Committee reviewsthe internal control systems at regular intervals internally, the adequacy of internal audit functions and the significant internal auditfindings with the management and also updates and recommends the same to the Board for their review.
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-ExecutiveNon- 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
Suresh Katyal
08979402
The details of change in position of Directors of the Company, during the year under review, are given in the table as hereunder:
Name ofDirector
Designation
Nature of Change
(Appointment/
Re-appointment/Cessation)
Date of ShareholdersApproval
Tenure
Hina AmolGokhale
Non-Executive WomanIndependent Director
Re-appointment
March 17, 2025
For a second term of five yearscommencing from April 01, 2025to March 31, 2030
In accordance with the provisions of Section 152 of theCompanies Act, 2013 and the Company’s Articles ofAssociation, Mr. Sharad Virji Shah (DIN: 00622001), retires byrotation at the forthcoming Sixteenth Annual General Meetingand being eligible has offered himself for reappointment.
The composition of Key Managerial Personnel of the Companyas on March 31, 2025 is as follows:
Name of Key ManagerialPersonnel
Managing Director
Harsh Dhirendra Bhansali
Chief Financial Officer
Jajvalya Raghavan
Company Secretary andCompliance Officer
During the period under review, there was no change in theposition of the Key Managerial Personnel of the Company.
The Company has received necessary declarations anddisclosures from the Independent Directors under Section149(7) and Section 184(1) of the Companies Act, 2013 (“theAct”) stating that they meet the criteria of independence aslaid down in Section 149(6) of the Act and under the applicableprovisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI Listing Regulations”)and disclosing their interest in form MBP-1. All the Directorshave certified that the disqualifications mentioned underSections 164, 167 and 169 of the Act do not apply to them.The Independent Directors have complied with the Code forIndependent Directors prescribed in Schedule IV of the Act.
The Board of the Company has taken the disclosures on recordafter verifying the due veracity of the same. In the opinion ofthe Board, all the Independent Directors possess the integrity,expertise and experience including the proficiency required tobe Independent Directors of the Company, fulfil the conditionsof independence as specified in the Act and the SEBI ListingRegulations and are independent of the management andhave also complied with the Code for Independent Directorsas prescribed in Schedule IV of the Act. All the IndependentDirectors of the Company are also registered with thedatabank of Independent Directors as required under theprovisions of the Act.
During the year under review, the Non-Executive Directors ofthe Company had no pecuniary relationship or transactionswith the Company, other than sitting fees and reimbursementof expenses, if any.
The Directors and the senior management personnel haveaffirmed compliance with the Code of Conduct for Directors andSenior Management Personnel during the year under review.
G. Board and Committee Meetings
The Board of Directors met 10 (Ten) times during thefinancial year under review. The details of the Boardmeetings and attendance of each Director thereat areprovided in the Corporate Governance Report formingpart of the Annual Report as Annexure - 2.
The Company has 5 (Five) Board-Level Committees,which have been established in compliance with theprovisions of the Act and SEBI Listing Regulations:
The Company’s Audit Committee compositionis in line with the requirements of Section 177 ofthe Companies Act, 2013 and Regulation 18 of theListing Regulations.
The Members of the Audit Committee are financiallyliterate and have requisite accounting and financialmanagement expertise. The composition, termsof reference of the Audit Committee and theparticulars of meetings held and attendancethereat are mentioned in the Corporate GovernanceReport forming part of the Annual Report. Duringthe year under review, all the recommendations ofthe Audit Committee in terms of its reference wereconsidered positively by the Board of Directorsof your Company.
The details of other Committees of the Board aregiven under the Report on Corporate Governancesection forming part of this Annual Reportand the list of Committees of the Board is alsoavailable on the website of the Company viz. www.parasdefence.com/investors
During the period from April 01, 2024 to March 31, 2025, theCompany complied with the Secretarial Standard - 1 on BoardMeetings and Secretarial Standard - 2 on General Meetings,issued by the Institute of Company Secretaries of India.
The Company’s Sustainability, Environment, Social andGovernance Report is provided separately as part ofthe Annual Report.
The brief outline of the Company’s CSR initiatives undertakenduring the year under review is furnished in Annexure-3 inthe format as prescribed in the Companies (Corporate SocialResponsibility Policy) Rules, 2014, as amended from time totime. The Company’s CSR Policy is placed on the website of theCompany https://parasdefence.com/investors .
The brief terms of reference, particulars of meetings heldand attendance thereat are mentioned in the CorporateGovernance Report forming part of the Annual Report.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTSWITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”), the Companyhas formulated a Policy on Related Party Transactions andthe 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 withRelated Parties were in the ordinary course of business andon an arm’s length basis. A statement giving details of allRelated Party Transactions, as approved, is placed before theAudit Committee for review on a quarterly basis. The details ofthe transactions entered into between the Company and therelated parties under Sections 188 and 134(3)(h) of the Act, aregiven 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 Rule7 of the Companies (Accounts) Rules, 2014 have been providedin notes forming part of the Standalone Financial Statements.
22. PARTICULARS OF REMUNERATION OF DIRECTORS,KEY MANAGERIAL PERSONNEL (KMP) ANDEMPLOYEES AND DISCLOSURES IN BOARD’SREPORT
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 provisoto Section 136 of the Companies Act, 2013, the Report andAccounts are being sent to the members excluding the certaininformation covered under aforesaid Annexure. Any memberinterested in obtaining the same may write to the CompanySecretary at the Registered Office of the Company. None ofthe employees listed in the said Annexure - 5 is related to anyDirector of the Company except to the extent specified in thefinancial statements.
The disclosure on remuneration of Directors, Key ManagerialPersonnel and Employees as required under the CompaniesAct, 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 Vof SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, a Management Discussion and AnalysisReport is enclosed as Annexure - 6 to this Report.
24. ANNUAL EVALUATION OF BOARD PERFORMANCEAND PERFORMANCE OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS
In accordance with the provisions of the Companies Act,2013 and the Listing Regulations, the Board of Directorscarried out an annual evaluation of its overall performance,that of individual directors, and the functioning of its variousCommittees. The performance of the Board as a whole and of itsCommittees was evaluated by the Board through a structuredquestionnaire covering multiple aspects such as compositionand quality, meeting and procedures, contribution to Boarddeliberations, effectiveness of assigned functions, rapport withmanagement, professional development and the adequacy,appropriateness and timeliness of information etc.
Taking into consideration the responses received from theIndividual Directors to the questionnaire, the performance ofthe Board and its Committees was evaluated. The performanceof the Independent Directors was evaluated by the entireBoard, excluding the respective Independent Directorevaluated. The Directors expressed their satisfaction with theevaluation process.
Pursuant to Schedule IV of the Companies Act, 2013, a separatemeeting of the Independent Directors was held on Friday,January 10, 2025.
25. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
The information on conservation of energy, technologyabsorption and foreign exchange earnings and outgostipulated under Section 134(3)(m) of the Companies Act, 2013read with Rule 8 of the Companies (Accounts) Rules, 2014 isenclosed 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 appointedas the Statutory Auditors of the Company, for a periodof five years i.e. until the conclusion of 19th AGM of theCompany to be held in the year 2028. The Auditors haveconfirmed that they are not disqualified from continuingas Auditors of the Company.
The provisions of Section 138 of the Companies Act,2013 for appointing Internal Auditors are applicableto 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 theinternal audit functions of the Company for FY 2024¬25. They have submitted their reports periodically tothe Audit Committee and Board of Directors for theirreview. M/s. Shaparia Mehta & Associates LLP havebeen appointed as the Internal Auditors of the Companyfor FY 2025-26.
During the year under review, the Board of Directors hadappointed M/s. DM & Associates, Company SecretariesLLP (FRN: L2017MH003500), Practicing CompanySecretaries as the Secretarial Auditors to conductsecretarial audit of the Company for the financial year2024-25. The Secretarial Audit report in Form MR-3 asissued by them is enclosed as Annexure - 8 to this Report.The comments provided by them are self-explanatoryand hence do not require comments from the Board.
The Secretarial Audit was not applicable to any of thesubsidiaries of the Company during the year under review.
Pursuant to the amended provisions of Regulation24A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 and Section 204 of theCompanies Act, 2013, read with Rule 9 of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Audit Committee and theBoard of Directors have approved and recommendedthe appointment of M/s. DM & Associates, CompanySecretaries LLP (FRN: L2017MH003500), PracticingCompany Secretaries as the Secretarial Auditors of theCompany for a term of 5 (Five) consecutive years fromthe FY 2025-26 till FY 2029-30, subject to the approval ofthe Members at ensuing AGM.
Brief profile and other details of M/s. DM & Associates,Company Secretaries LLP, are disclosed in the AGMNotice approved by the Board. They have given theirconsent to act as Secretarial Auditors of the Companyand have confirmed their eligibility for the appointment.The Secretarial Auditors have confirmed that theyhave subjected themselves to the peer review processof Institute of Company Secretaries of India (ICSI)and hold valid certificate issued by the Peer ReviewBoard of the ICSI.
The provisions of Section 148 of the Companies Act, 2013for maintaining the Cost Records are applicable to theCompany and accordingly the Company has maintained
cost accounts and records in respect of the applicableproducts for the year ended March 31, 2025.
The Board, on the recommendation of the AuditCommittee, 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 thefinancial year ending March 31, 2026. They have confirmedtheir independent status and that they are free from anydisqualifications under Section 141 of the CompaniesAct, 2013. A proposal for ratification of remuneration ofthe Cost Auditors for the FY 2025-26 is placed before theshareholders for approval in the ensuing AGM.
The Statutory Auditors’ Report and the Secretarial Auditors’Report do not contain any qualification, reservation, adverseremark or disclaimer.
The Statutory Auditors have issued an unmodified opinion onthe Financial Statements, both standalone and consolidated,for the financial year ended March 31, 2025. Their Reportsfor the financial year ended March 31, 2025 on the financialstatements of the Company forms part of this Annual Report.There is no incident of fraud, requiring reporting by theStatutory Auditors under Section 143(12) of the Act.
In view of the above, no comments are offered by theBoard of Directors.
In compliance with Section 92(3) of the Companies Act, 2013(“the Act”) read with Section 134(3) of the Act, the AnnualReturn of the Company as on March 31, 2025 will be availableon the website of the Company at https://parasdefence.com/investors?tab=1
Pursuant to Section 134(5) of the Companies Act, 2013, theDirectors, based on the representations received from theoperating management and after due enquiry, confirm that:
a) in the preparation of the annual accounts, the applicableaccounting standards have been followed along withproper explanation relating to material departures;
b) they have selected such accounting policies and appliedthem consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the endof the financial year March 31, 2025 and of the profit ofthe Company for that period;
c) they have taken proper and sufficient care for themaintenance of adequate accounting records inaccordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on agoing concern basis;
e) they have laid down internal financial controls to befollowed by the Company and that such internal financialcontrols are adequate and are operating effectively; and
f) they have devised proper systems to ensure compliancewith the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
30. HUMAN RESOURCES / INDUSTRIAL RELATIONS,INCLUDING NUMBER OF PEOPLE EMPLOYED
Your Company had 537 permanent employees as on March31, 2025 while the count was 418 as on March 31, 2024. YourCompany provides regular training to employees to improveskills. Your Company has put in place a performance appraisalsystem that covers all employees.
31. CORPORATE GOVERNANCE
The Company has complied with the corporate governancerequirements under the Companies Act, 2013, and asstipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 (“SEBI Listing Regulations”).A separate section on corporate governance under the SEBIListing Regulations, along with the certificate from thePracticing Company Secretary confirming the compliance, isenclosed as Annexure - 2D of this report.
32. COMPANY’S POLICY RELATING TO DIRECTORS’APPOINTMENT, PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
Your Company has adopted a policy relating to appointmentof Directors, payment of managerial remuneration, Directors’qualifications, positive attributes, independence of Directorsand other related matters as provided under Section 178(3) ofthe Companies Act, 2013.
33. RISK MANAGEMENT POLICY
In line with regulatory requirements, the Company has framedrisk management policy to identify and access with theregulatory risk areas and a risk mitigation process. A detailedexercise is being carried out at regular intervals to identify,evaluate, manage and monitor all business risks. The Companyhas a Risk Management Committee in place which periodicallyreviews the risks and suggests steps to be taken to control andmitigate the same through a properly defined framework.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENTOF WOMEN AT A WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL), ACT 2013
The Company is committed to provide a healthy environmentto all the employees and thus does not tolerate any sexualharassment at workplace. The Company has in place, “Policy onprevention, Prohibition and Redressal of Sexual Harassment.”The policy aims to provide protection to employees at the
workplace and preventing and redressing complaints of sexualharassment and it covers matters connected or incidentalthereto. The Company has complied with the provisionsrelating to the constitution of Internal Committee under theSexual 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 : NilNumber of complaints disposed off : Nil
Number of cases pending for more than 90 days : Nil
During the year under review, the Company has not receivedany complaint of sexual harassment.
35. COMPLIANCE WITH THE MATERNITY BENEFITACT, 1961
With a significant percentage of women in its workforce, theCompany believes that it is not merely about empoweringwomen — rather, PARAS is empowered by them. The Companyis committed to supporting the needs, health and safety ofmothers and complies with the provisions of the MaternityBenefit Act, 1961.
36. WHISTLE BLOWER POLICY / VIGIL MECHANISM
Pursuant to Section 177(9) read with Regulation 22 of theSEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, your Company has duly established WhistleBlower Policy /Vigil Mechanism Policy (“Policy”) to reportto the management instances of unethical behavior, actualor suspected, fraud or violation of the Company’s code ofconduct. The functioning of the Policy is reviewed by the AuditCommittee / Board on periodical basis. During the financialyear ended March 31, 2025, the Company has not received anycomplaint under the Whistle Blower Policy of the Company.
37. CODE OF CONDUCT
The Board of Directors has approved a Code of Conductwhich is applicable to the members of the Board of Directorsand Senior Management Personnel. It is confirmed that allDirectors and Senior Management Personnel have affirmedtheir adherence to the provisions of the Code of Conductduring the financial year 2024-25.
38. POLICIES AND DISCLOSURE REQUIREMENTS
In terms of provisions of the Companies Act, 2013 andprovisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the Company has adoptedthe policies, which are available on Company’s website -https://parasdefence.com/investors
39. BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT (BRSR)
The Company has provided Business Responsibility andSustainability 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 andEconomic Responsibilities of Business’ notified by Ministryof Corporate Affairs (MCA). Pursuant to the provisions ofRegulation 34 of the SEBI Listing Regulations, the said reportis attached separately, which forms part of this Annual Report.
40. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS OR TRIBUNAL
During the year, there were no significant material orderspassed by the Regulators / Courts / Tribunals which wouldimpact the going concern status of the Company and itsfuture operations.
41. DIFFERENCE BETWEENAMOUNT OF THE VALUATIONDONE AT THE TIME OF ONE TIME SETTLEMENT ANDTHE VALUATION DONE WHILE TAKING LOAN FROMTHE BANKS OR FINANCIAL INSTITUTIONS ALONGWITH THE REASONS THEREOF
During the year under review, there was no instance of one¬time settlement with banks or financial institutions, hence
the requirement to disclose the details of difference betweenthe amount of the valuation done at the time of one-timesettlement and the valuation done while taking loan from theBanks 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 underthe Insolvency and Bankruptcy Code, 2016 (IBC Code). Therehas not been any instance of one-time settlement of theCompany with any bank or financial institution.
43. ACKNOWLEDGEMENTS
Your Board takes this opportunity to thank all its employeesfor their dedicated service and firm commitment to the goalsof the Company. Your Board also wishes to place on record itssincere appreciation for the wholehearted support receivedfrom members, clients, bankers and all other businessassociates. We look forward to continued support of all thesepartners in progress.
For and on behalf of the Board of DirectorsParas Defence and Space Technologies Limited
Chairman & Non- Executive Director Managing Director
DIN:00622001 DIN:01080863
Date: July 25, 2025Place: Navi Mumbai
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