Key Quantitative Figures

  • Maximum aggregate transaction value: ₹150,00,00,000 (Rupees One Hundred and Fifty Crores Only) plus applicable taxes
  • Previous financial year transactions (2025-26): ₹22.61 crore
  • Subsidiary company FY2026 turnover: ₹41.81 crore
  • Subsidiary company FY2026 profit after tax: ₹6.28 crore
  • Subsidiary company net worth: ₹28.71 crore
  • Proposed transaction value as percentage of company's annual consolidated turnover: 31.47%
  • Proposed transaction value as percentage of related party's annual turnover: 359%

Transaction Breakdown

  • Rent (including Security Deposit): ₹3.32 crore
  • Loan/ICD (including Interest): ₹39.20 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

Parties Involved

  • Listed Entity: Paras Defence and Space Technologies Limited
  • Related Party: Paras Anti-Drone Technologies Private Limited (Subsidiary Company, 55% owned)
  • Scrutinizer: Mr. Dinesh Kumar Deora or Mr. Tribhuwneshwar Kaushik of DM & Associates Company Secretaries LLP
  • E-voting service provider: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Purpose and Rationale

The proposed transactions are intended to facilitate efficient execution of business opportunities within the Paras Defence group. Both companies operate in specialized defence and technology segments and leverage each other's skilled manpower, engineering expertise, manufacturing infrastructure, testing facilities, quality systems and project execution capabilities. The arrangement enables efficient project execution and supports overall group performance.

Transaction Details

The omnibus approval covers various types of transactions in the ordinary course of business at arm's length pricing:

  • Sale and purchase of goods and services
  • Lease arrangements (rent and security deposits)
  • Inter-corporate deposits/loans at 12% interest per annum
  • Corporate guarantees with arm's length fees
  • Investments in equity/convertible securities
  • Reimbursement of expenses

Governance Process

  • Audit Committee reviewed and approved the proposal on October 29, 2026
  • Board of Directors approved the proposal on October 29, 2026
  • Statutory compliance certificate issued by Managing Director and CFO confirming financial accuracy and arm's length pricing
  • Previous rejection at 17th AGM held on September 11, 2026
  • Enhanced disclosures provided in current proposal

Voting Details

  • Voting rights proportional to equity shareholding as on cut-off date
  • Only remote e-voting permitted, no physical ballot
  • Scrutinizer appointed for fair and transparent process
  • Results to be announced at registered office and published on company website

Financial Impact

Transactions will be undertaken in the ordinary course of business at arm's length basis. The corporate guarantees will be disclosed as contingent liabilities in accordance with applicable accounting standards. No provisions are considered necessary given the subsidiary's strong financial position.

Interest of Directors/KMP

  • Mr. Munjal Sharad Shah (MD) holds 1 share in subsidiary on behalf of Paras Defence
  • Mr. Harsh Dhirendra Bhansali (CFO) holds 101 shares in subsidiary
  • Mr. Sharad Virji Shah (Chairman) holds 101 shares in subsidiary
  • Several directors hold positions in both companies
  • Interested parties will recuse themselves from voting

Additional Information

  • Subsidiary company engaged in RF and defence technologies including radars, antennas, drone detection systems
  • No defaults or NPAs recorded by subsidiary in last three financial years
  • No external credit rating for subsidiary company
  • Source of funds: Internal accruals
  • Transactions subject to ongoing quarterly review by Audit Committee