Date: November 03, 2026

Corrigendum Details

The Company issued a corrigendum to the Postal Ballot Notice dated October 29, 2026, which was filed with the Stock Exchanges on November 03, 2026. The corrigendum clarifies that due to an inadvertent administrative error, an incorrect version of the Postal Ballot Notice was uploaded on the Stock Exchanges' websites.

The specific correction relates to the wording of the resolution for approval of Material Related Party Transaction(s) between the Company and Paras Anti-Drone Technologies Private Limited (Subsidiary Company). The incorrect phrase "from the date of the Annual General Meeting until the date of the next Annual General Meeting" is corrected to read "for a period of one year from the date of approval".

The Company clarified that the correct tenure of one year from the date of approval was already correctly mentioned in the Explanatory Statement accompanying the resolution. The incorrect version was only uploaded on the Stock Exchanges' websites and was not circulated to shareholders. The correct version will be circulated shortly to Members.

Postal Ballot Notice Details

E-Voting Schedule

  • E-Voting Starts: Thursday, November 05, 2026, at 9:00 a.m. (IST)
  • E-Voting Ends: Friday, December 04, 2026, at 5:00 p.m. (IST)
  • Cut-off Date: Thursday, October 29, 2026

Special Business: Ordinary Resolution

APPROVAL OF MATERIAL RELATED PARTY TRANSACTION(S) BETWEEN THE COMPANY AND PARAS ANTI-DRONE TECHNOLOGIES PRIVATE LIMITED

The resolution seeks member approval for:

  • Entering into transactions with the subsidiary company for a period of one year from date of approval
  • Aggregate amount up to ₹150,00,00,000 (Rupees One Hundred and Fifty Crores Only), plus applicable taxes
  • Transactions to be undertaken in the ordinary course of business at arm's length

Types of Transactions Covered

  • Supply & purchase of goods, services, materials, including technologies
  • Grants of loans/inter-corporate deposits (ICDs)
  • Payment or receipt of lease rent
  • Investments
  • Corporate guarantees
  • Other related party transactions in the ordinary course of business

Explanatory Statement Details

Subsidiary Company Information

  • Name: Paras Anti-Drone Technologies Private Limited
  • Country of Incorporation: India
  • Nature of Business: Design, development and manufacture of advanced radio frequency (RF) and defence technologies including radars, antennas, software-defined radios (SDRs), drone detection and jamming systems, Electronic Warfare systems, and other solutions for anti-drone, situational awareness and Intelligence, Surveillance and Reconnaissance (ISR) applications
  • Relationship: Subsidiary Company (55% equity stake held by Paras Defence)

Historical Transactions (Last Financial Year)

  • Investment (OCPS): ₹15.85 crore
  • Sale of Goods/Services: ₹1.75 crore
  • Purchase of Goods/Services: ₹0.24 crore
  • Rent: ₹0.14 crore
  • Loan/ICD/Interest on ICD: ₹0.45 crore
  • Total: ₹18.43 crore

Current Year Transactions (April 2026 - September 2026)

  • Total: ₹22.61 crore

Proposed Transaction Breakdown

  • Rent (including Security Deposit): ₹3.32 crore
  • Sale of Goods/Services (including Advances): ₹35.00 crore
  • Purchase of Goods/Services (including Advances): ₹36.00 crore
  • Corporate Guarantee (including fees/commission): ₹35.35 crore
  • Reimbursement of Health Insurance: ₹0.13 crore
  • Reimbursement of ESOP Expenses: ₹1.00 crore
  • Total: ₹150.00 crore

Financial Significance

  • Value as percentage of listed entity's annual consolidated turnover (FY 2025-26): 31.47%
  • Value as percentage of related party's annual consolidated turnover (FY 2025-26): 359%

Subsidiary Financial Performance (FY 2025-26)

  • Turnover: ₹41.81 crore
  • Profit After Tax: ₹6.28 crore
  • Net Worth: ₹28.71 crore

Governance Process

  • Audit Committee reviewed the proposal on October 29, 2026
  • Board of Directors approved the proposal on October 29, 2026, subject to member approval
  • The proposal was previously placed before members at the 17th AGM held on September 11, 2026, but was not carried
  • Statutory compliance certificate jointly issued by Managing Director and CFO confirms financial accuracy, arm's-length pricing, and compliance with RPT Industry Standards

Key Terms and Conditions

  • Tenure: One year from date of approval
  • Interest Rate on Loans/ICDs: 12% per annum
  • Security: Unsecured
  • Source of Funds: Internal accruals
  • Purpose: Working capital requirements, long-term capital expenditure, manufacturing asset creation, technological infrastructure upgradation

Directors/KMP with Interest

  • Mr. Munjal Sharad Shah (Managing Director) - holds 1 share of subsidiary
  • Mr. Harsh Dhirendra Bhansali (CFO) - holds 101 shares of subsidiary
  • Mr. Sharad Virji Shah (Chairman) - holds 101 shares of subsidiary
  • Mrs. Shilpa Amit Mahajan (Whole-time Director) - Director of subsidiary
  • Mr. Manmohan Handa (Independent Director) - Independent Director of subsidiary
  • Mr. Suresh Katyal (Independent Director) - Independent Director of subsidiary

Voting Arrangements

Scrutinizer Appointment

  • Mr. Dinesh Kumar Deora (Membership No. FCS 5683, CP No. 4119) or failing him Mr. Tribhuwneshwar Kaushik (Membership No. FCS 10607, CP No. 16207), M/s. DM & Associates Company Secretaries LLP

Result Declaration

  • Results to be announced within two working days from conclusion of e-voting
  • Results will be placed on Company's website (https://www.parasdefence.com) and RTA website (https://instavote.linkintime.co.in)
  • Simultaneous communication to Stock Exchanges