Paras Defence and Space Technologies Limited — Proxy Solicitation & Information Statement 2025

Feb 13, 2025

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February 13, 2025

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot C/1, G Block, Dalal Street, Bandra - Kurla Complex, Fort, Mumbai - 400 001 Bandra - (East), Mumbai - 400 051 Scrip Code: 543367 Trading Symbol: PARAS

Dear Sir/Madam,

Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Postal Ballot Notice

Pursuant to the Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, enclosed herewith a copy of Postal Ballot Notice dated February 08, 2025 (“Notice”), seeking approval of the members of the Company on the following resolution, only by way of remote e-voting (“e-voting”).

To approve re-appointment of Dr. Hina Amol Gokhale (DIN:08712659) as Non-Executive Woman Independent Director of the Company

In accordance with circulars issued by the Ministry of Corporate Affairs, from time to time, the postal ballot notice is being sent only in electronic form to Members whose email addresses are registered with Company/ Depositories/Registrar and Transfer Agent and whose names are recorded in the Register of Members / Register of Beneficial Owners as on the cut-off date i.e. Friday, February 07, 2025.

The Company has engaged the services of MUFG Intime Private Limited (formerly known as Link Intime India Private Limited (“Link Intime”) to provide e-voting facility to its members. The voting rights of the Members shall be in proportion to their holding of Equity shares with the paid-up equity share capital of the Company as on Friday, February 07, 2025 (“cut-off date”). The remote e-voting period shall commence from Sunday, February 16, 2025 at 9:00 a.m. (IST) and end on Monday, March 17, 2025 at 5:00 p.m. (IST).

This Postal Ballot Notice will also be available on the Company’s website at www.parasdefence.com and on the website of Link Intime at https://instavote.linkintime.co.in.

Kindly take the above information on record and acknowledge the receipt.

Thanking you,

For Paras Defence and Space Technologies Limited

JAJVALYA Digitally signed by JAJVALYA RAGHAV RAGHAVAN Date: 2025.02.13 AN 12:53:56 +05'30' ____ Jajvalya Raghavan Company Secretary and Compliance Officer M.No.: F11942

Encl.: as above

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POSTAL BALLOT NOTICE

[Notice pursuant to Sections 108 and 110 of the Companies Act, 2013, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given to the Shareholders of PARAS DEFENCE AND SPACE TECHNOLOGIES LIMITED (the “Company” ), pursuant to Sections 108 and Section 110 of the Companies Act, 2013 ( “the Act” ) read with Rules 20 and Rule 22 of Companies (Management and Administration) Rules, 2014, as amended ( “Management Rules” ) read with the Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05 2020, Circular No. 22/2020 dated June 15, 2020, Circular No. 33/2020 dated September 28, 2020, Circular No. 39/2020 dated December 31, 2020, Circular No. 10/2021 dated June 23, 2021, Circular No. 20/2021 dated December 08, 2021, Circular No. 03/2022 dated May 5, 2022, Circular No. 10/2022 and 11/2022 dated December 28, 2022, Circular No. 09/2023 dated September 25, 2023 and Circular No. 09/2024 dated September 19, 2024 issued by the Ministry of Corporate Affairs ( “MCA” ) (hereinafter collectively referred to as “MCA Circulars” ), Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (“SS-2”) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable provisions of the Act, rules, circulars and notifications issued thereunder (including any statutory modifications or re-enactment thereof for the time being in force and as amended from time to time), that the Resolution as set out in this Notice is proposed for approval by the Shareholders of the Company through Postal Ballot only by voting through electronic means ( “remote e-voting” ). Communication of assent or dissent of the Shareholders would take place only through the remote e-voting system.

In compliance with the aforesaid Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Shareholders whose e-mail addresses are registered with the Company/Depositories. If your e-mail address is not registered with the Company/Depositories, please follow the process provided in the Notes.

SPECIAL BUSINESS:

ITEM NO. 1: RE-APPOINTMENT OF DR. HINA AMOL GOKHALE (DIN:08712659) AS NON-EXECUTIVE WOMAN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and, if thought fit, to pass the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (“the Act”), if any, read with Schedule IV to the Act, the Companies (Appointment and Qualifications of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Regulation 17 and any other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), as amended from time to time, and pursuant to the recommendation of Nomination & Remuneration Committee and approval of Board of Directors, Dr. Hina Amol Gokhale (DIN: 08712659), Non-Executive Woman Independent Director of the Company, whose first term of office as Non-Executive Woman Independent director ends on March 31, 2025, has given her consent for re-appointment as Non-Executive Woman Independent Director of the Company and has submitted a declaration that she meets the criteria of independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing her candidature and is eligible for re-appointment as Non-Executive Woman Independent Director, be and is hereby re-appointed as Non-Executive Woman Independent Director of the Company for a second term of five years commencing from April 01, 2025 to March 31, 2030, and whose office shall not be liable to retire by rotation.

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RESOLVED FURTHER THAT any Director or Company Secretary of the Company be and is hereby severally authorized to do such acts, deeds and things, as may be necessary for compliance with the applicable laws and to file the aforesaid resolution with the Registrar of Companies and sign and issue a certified copy of the aforesaid resolution, whenever necessary.”

By Order of the Board of Directors For Paras Defence and Space Technologies Limited

Date: February 8, 2025 Place: Navi Mumbai

Sd/Jajvalya Raghavan Company Secretary and Compliance Officer M.No. F11942

Registered Office:

D - 112, TTC Industrial Area, MIDC, Nerul, Navi Mumbai – 400706 CIN: L29253MH2009PLC193352 Email: cs@parasdefence.com Website: www.parasdefence.com Tel: +91 22 6919 9999 Fax: +91 22 6919 9990

NOTES:

1. The Explanatory Statement pursuant to Section 102 read with Section 110 of the Act along with details in terms of Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, stating all material facts and the reasons for the proposal set out above is annexed hereto.

2. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members / List of beneficial owners, received from National Securities Depository Limited (“NSDL”) and Central Depository Services India Limited (“CDSL”) as on close of the business hours on Friday, February 7, 2025 (“cut-off date”) and who have registered their email addresses with the Company or RTA or with the Depositories/ Depository Participants.

Members who have not registered their e-mail address are requested to register/update their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants by following due procedure.

Likewise, the Members whose names appear as on the cut-off date will be considered for the purpose of voting and those who are not the Members on the said date shall treat this Notice for information purpose only. It is however, clarified that all the persons who are Members of the Company as on the cut-off date (including those Members who may not have received this Notice due to non-registration of their email ID with the Company or the Depositories/Depository Participants) shall be entitled to vote in relation to the resolution specified in this Notice.

1. The Notice and Explanatory Statement with requisite enclosures, if any, have also been made available on the website of the Company i.e. https://www.parasdefence.com, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of Registrar and Share Transfer Agent of the Company i.e. MUFG Intime Private Limited (formerly known as Link Intime India Private Limited) at https://instavote.linkintime.co.in

2. In compliance with Regulation 44 of SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Act read with the Rules framed thereunder and the MCA Circulars, the manner of voting on the proposed resolution is restricted only to e-voting i.e., by casting votes electronically instead of submitting the postal ballot form. Accordingly, the physical copy of the Notice along with the postal ballot form and the pre-paid business reply envelope are not being sent to the members. The communication of the assent or dissent of the members would only take place through the e-voting system. The Company has engaged the services of MUFG Intime Private Limited (formerly known as Link Intime India Private Limited for this purpose.

The e-voting period begins on Sunday, February 16, 2025 at 9:00 a.m. (IST) and will end on Monday, March 17, 2025 at 5:00 p.m. (IST). During this period, Members of the Company, as on cut-off date i.e. Friday, February 7, 2025, may cast their vote electronically in the manner and process as set out hereinbelow. The e-voting module shall be disabled by MUFG

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Intime Private Limited (formerly known as Link Intime India Private Limited) for voting thereafter. Once the vote on a resolution is cast by the Members, the Members shall not be allowed to change it subsequently.

1. The Board of Directors of your Company has appointed 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, Practicing Company Secretaries, Mumbai, as the Scrutiniser to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

2. The voting rights of Members shall be in proportion to their share of the paid-up equity share capital of the Company as on cut-off date.

3. A Member cannot exercise his/her/its vote by proxy on Postal Ballot.

4. A Member need not use all his/her/its votes nor does he/she/it need to cast all his/her/its votes in the same way.

5. The advertisement confirming dispatch of this Notice, by electronic mode, is also being published in the newspapers. Requisite related filings made with the Stock Exchange(s), are available on the website of the Company and can be accessed by the Members on the website of the Company at https://www.parasdefence.com.

6. All the material documents referred to in the accompanying Notice are open for electronic inspection by the Members of the Company upto the closure of the remote e-voting period. Members seeking to inspect such documents can send an email to cs@parasdefence.com.

7. Resolution passed by the Members through Postal Ballot is deemed to have been passed as if the same has been passed at a general meeting of the Members.

8. The results of the Postal Ballot will be announced within two working days from the conclusion of remote e-voting by the Chairman or any other person authorised by him at the Registered Office of the Company and also by placing the same on the Company’s website: https://www.parasdefence.com and on the website of MUFG Intime Private Limited (formerly known as Link Intime India Private Limited: https://instavote.linkintime.co.in and the results will simultaneously be communicated to the Stock Exchanges.

9. The Scrutinizer's decision on the validity of e-voting shall be final and binding.

10. Please mention your 16-digit Demat Account no. or Folio No., as the case may be, in all your communication with the Company or the RTA.

11. The manner of voting remotely by Members is provided in the instructions given below.

12. Remote e-Voting Instructions for shareholders:

As per the SEBI circular dated December 9, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Login method for Individual shareholders holding securities in demat mode is given below:

1. Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - If registered with NSDL IDeAS facility

Users who have registered for NSDL IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.

• b) Enter user id and password. Post successful authentication, click on “Access to e-voting”.

• c) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

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User not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp “

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided with Login ID and password.

• d) After successful login, click on “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of NSDL:

• a) Visit URL: https://www.evoting.nsdl.com/

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you can see “Access to e-voting”.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with CDSL:

METHOD 1 – From Easi/Easiest

Users who have registered/ opted for Easi/Easiest

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com. b) Click on New System Myeasi

• c) Login with user id and password

• d) After successful login, user will be able to see e-voting menu. The menu will have links of e-voting service providers i.e., LINKINTIME, for voting during the remote e-voting period.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

OR

Users not registered for Easi/Easiest

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration

• b) Proceed with updating the required fields.

• c) Post registration, user will be provided Login ID and password.

• d) After successful login, user able to see e-voting menu.

• e) Click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - By directly visiting the e-voting website of CDSL.

• a) Visit URL: https://www.cdslindia.com/ b) Go to e-voting tab.

• c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

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Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL/CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, members shall navigate through “e-voting” tab under Stocks option.

• c) Click on e-voting option, members will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting menu.

• d) After successful authentication, click on “LINKINTIME” or “evoting link displayed alongside Company’s Name” and you will be redirected to Link Intime InstaVote website for casting the vote during the remote e- voting period.

Login method for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode is given below:

Individual Shareholders of the company, holding shares in physical form / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register for e-Voting facility of Link Intime as under:

1. Visit URL: https://instavote.linkintime.co.in

2. Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

Shareholders holding shares in physical form shall provide Event No + Folio Number registered with the Company. Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID; Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI:

Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number:

Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in_ _physical form* but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above

Shareholders holding shares in_ _NSDL form* , shall provide ‘D’ above

▶ Set the password of your choice (The password should contain minimum 8 characters, at least one special Character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

▶ Click “confirm” (Your password is now generated).

1. Click on ‘Login’ under ‘SHARE HOLDER’ tab.

2. Enter your User ID, Password and Image Verification (CAPTCHA) Code and click on ‘Submit’.

Cast your vote electronically:

1. After successful login, you will be able to see the notification for e-voting. Select ‘View’ icon. 2. E-voting page will appear.

2. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

3. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

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Guidelines for Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”):

STEP 1 – Registration

• a) Visit URL: https://instavote.linkintime.co.in

• b) Click on Sign up under “Corporate Body/ Custodian/Mutual Fund”

• c) Fill up your entity details and submit the form.

• d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• e) Thereafter, Login credentials (User ID; Organisation ID; Password) will be sent to Primary contact person’s email ID.

• f) While first login, entity will be directed to change the password and login process is completed.

STEP 2 –Investor Mapping

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on “Investor Mapping” tab under the Menu Section

• c) Map the Investor with the following details:

• a. ‘Investor ID’ -

  • i. Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678

  • ii. Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID .

• b. ‘Investor’s Name - Enter full name of the entity.

• c. ‘Investor PAN’ - Enter your 10-digit PAN issued by Income Tax Department.

• d. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney. File Name for the Board resolution/Power of Attorney shall be – DP ID and Client ID. Further, Custodians and Mutual Funds shall also upload specimen signature card.

• d) Click on Submit button and investor will be mapped now.

• e) The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, once remote e-voting is activated:

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) Click on ‘Votes Entry’ tab under the Menu section.

• c) Enter Event No. for which you want to cast vote. Event No. will be available on the home page of InstaVote before the start of remote evoting.

• d) Enter ‘16-digit Demat Account No.’ for which you want to cast vote.

• e) Refer the Resolution description and cast your vote by selecting your desired option 'Favour / Against' (If you wish to view the entire Resolution details, click on the 'View Resolution' file link).

• f) After selecting the desired option i.e., Favour / Against, click on 'Submit'.

• g) A confirmation box will be displayed. If you wish to confirm your vote, click on 'Yes', else to change your vote, click on 'No' and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

OR

VOTES UPLOAD:

• a) Visit URL: https://instavote.linkintime.co.in and login with credentials as received in Step 1 above.

• b) You will be able to see the notification for e-voting in inbox.

• c) Select 'View' icon for 'Company’s Name / Event number '. E-voting page will appear.

• d) Download sample vote file from ‘Download Sample Vote File’ option.

• e) Cast your vote by selecting your desired option 'Favour / Against' in excel and upload the same under ‘Upload Vote File’ option.

• f) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

Helpdesk:

Helpdesk for Individual shareholders holding securities in physical form/ Non-Individual Shareholders holding securities in demat mode:

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Shareholders facing any technical issue in login may contact Link Intime INSTAVOTE helpdesk by sending a request at enotices@linkintime.co.in or contact on: - Tel: 022 – 4918 6000.

Helpdesk for Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at : 022 - 4886 7000 and 022 - 24997000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at toll free no. 18002255 33

Forgot Password:

Individual shareholders holding securities in physical form has forgotten the password:

If an Individual shareholders holding securities in physical form has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘SHARE HOLDER’ tab and further Click ‘forgot password?’ o Enter User ID, select Mode and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID for Shareholders holding shares in Physical Form (i.e. Share Certificate): Your User ID is Event No + Folio Number registered with the Company User ID for Shareholders holding shares in NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID User ID for Shareholders holding shares in CDSL demat account is 16 Digit Beneficiary ID.

Institutional shareholders (“Corporate Body/ Custodian/Mutual Fund”) has forgotten the password:

If a Non-Individual Shareholders holding securities in demat mode has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on the e-Voting website of Link Intime: https://instavote.linkintime.co.in

o Click on ‘Login’ under ‘Corporate Body/ Custodian/Mutual Fund’ tab and further Click ‘forgot password?’ o Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA). Click on “SUBMIT”.

In case shareholders is having valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing the information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. as mentioned above. The password should contain a minimum of 8 characters, at least one special character (@!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

Shareholders who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned depository/ depository participants website.

• ➢ It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• ➢ For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• ➢ During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 AND 110 OF THE COMPANIES ACT, 2013:

The following Explanatory Statement pursuant to Section 102 and 110 of the Companies Act, 2013 (“Act”) sets out all material facts relating to the special business accompanying Notice of Postal ballot.

ITEM NO. 1:

RE-APPOINTMENT OF DR. HINA AMOL GOKHALE (DIN: 08712659) AS NON-EXECUTIVE WOMAN INDEPENDENT DIRECTOR OF THE COMPANY

The Members of the Company at their Extra-Ordinary General Meeting held on March 13, 2020, had appointed Dr. Hina Amol Gokhale (DIN: 08712659) as Non-Executive Woman Independent Director of the Company for a term of five years commencing from April 01, 2020 to March 31, 2025 pursuant to the provisions of Section 149, 150, 152 and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). Thus, the current term of Dr. Hina Amol Gokhale as Non-Executive Woman Independent Director of the Company ends on March 31, 2025.

Pursuant to Section 149 read with Schedule IV to the Act and Regulation 25 read with Schedule II of the Listing Regulations, Independent Director can hold office for a term of five years on the Board of a Company, and he/she shall be eligible for re-appointment for further period of five years on passing of a Special Resolution by the Company. However, no Independent Director shall hold office for more than two consecutive terms of five years.

The Nomination and Remuneration Committee (“NRC”), after considering the performance evaluation of Dr. Hina Amol Gokhale during her first term of five years and considering her skills, background, experience, integrity, knowledge, contributions and time commitment, has recommended to the Board her reappointment for a second term of five years. The NRC and the Board are of the view that Dr. Hina Amol Gokhale possesses the requisite skills and capabilities, which would be of benefit to the Company, and hence, it is desirable to re-appoint her as Non-Executive Woman Independent Director.

In the opinion of the Board, Dr. Hina Amol Gokhale fulfils the conditions specified in the Act and Listing Regulations for her re-appointment as Non-Executive Woman Independent Director of the Company. The Company has received a notice in writing by a member proposing her candidature under Section 160(1) of the Act. Further, Dr. Hina Amol Gokhale have given declarations to the Board of Directors to the effect that she meets the criteria of independence as provided in the Act and Listing Regulations and that she is not disqualified from being appointed as Director in terms of Section 164 of the Act nor debarred from holding the office of director by virtue of any SEBI order or any other authority. In terms of Regulation 25(8) of the Listing Regulations, Dr. Hina Amol Gokhale has confirmed that she is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge her duties.

Accordingly, the Board of Directors at its meeting held on February 8, 2025, based on the recommendation of the NRC, proposed the re-appointment of Dr. Hina Amol Gokhale as Non-Executive Woman Independent Director of the Company for a second term of five consecutive years commencing from April 01, 2025 to March 31, 2030, for the approval of the Members by way of a Special Resolution and her office shall not be liable to retire by rotation.

Further, brief profile and other disclosures, as required under Regulation 36 of the Listing Regulations and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India, are annexed to this Notice.

None of the Directors or Key Managerial Personnel or their relative(s) is / are in any way concerned or interested, in passing of the above-mentioned resolution except to the extent of their directorships and shareholding in the Company (if any).

Accordingly, consent of the Members is sought for passing a Special Resolution as set out at Item No. 1 of this Notice, in relation to the details as stated above and thus the Board of Directors recommends the said Resolution for the approval of the Members of the Company as a Special Resolution.

By Order of the Board of Directors For Paras Defence and Space Technologies Limited

Date: February 8, 2025 Place: Navi Mumbai

Sd/Jajvalya Raghavan Company Secretary and Compliance Officer M.No. F11942

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Registered Office:

D - 112, TTC Industrial Area, MIDC, Nerul, Navi Mumbai – 400706 CIN: L29253MH2009PLC193352

Email: cs@parasdefence.com Website: www.parasdefence.com Tel: +91 22 6919 9999 Fax: +91 22 6919 9990

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ANNEXURE

DETAILS OF THE DIRECTOR SEEKING RE-APPOINTMENT THROUGH POSTAL BALLOT

[Pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India]

Name of Director	Hina Amol Gokhale
DIN	08712659
**Date of Birth **	September 10,1958
Age	66 years
Date of first appointment on the Board	April 01, 2020
Qualifications	1. Ph.D. in Statistics from University of Pittsburgh 2. M.S. in Statistics from University of Pittsburgh and; 3. B.Sc.(Mathematics)fromGujarat University
Experience, Brief Resume, Expertise, Skills and Capabilities	Dr. Hina Gokhale has more than 38 years of experience. She has served as Vice Chancellor at Defence Institute of Advance Technology, Pune. She held several positions such as Director General (HR), Director of Personnel, Director, DTE of HRD at Defence Research & Development Organisation (DRDO), New Delhi. She was formerly designated as Project Team Member, Head of Tech Coord Group, Head of Project Monitoring Cell at Defence Metallurgical Research Laboratory (DMRL), Hyderabad and was also a lecturer at University of Hyderabad. She has been a visiting faculty at various programmes, seminars, Institute. Currently, she is a visiting professor at Indian Institute of Technology, Bombay.
Terms & Conditions of appointment	As mentioned in explanatory statement annexed to the notice
Details of remuneration last drawn	Only sitting fees for attending the Board and Committee Meetings, as determined by the Board and within the permissible limits was paid.
Remuneration proposed to be paid	She shall be paid sitting fees for attending the Board and Committee Meetings as determined by the Board and within the permissible limits
No. of shares held in the Company as on date of this **notice. **	Nil
Relationship with other Directors/ Key Managerial **Personnel **	Not related to any Director / Key Managerial Personnel
No. of Board Meetings attended/ held during Financial Year (2024-25)	No. of Board Meetings held as on date of this Notice: 7 No. of Board Meetings Attended: 7
Chairman/ Member of the Committee of the Board of Directors of our Company as on date of this notice	Corporate Social Responsibility Committee (Member)
Directorship in other Companies	None
Membership of Committees/Chairmanship in other Companies	None
Listed entities from which the Director has resigned from Directorship in last three (3) years	None
Summary of Performance Evaluation of Independent Director	The Independent Directors are specifically evaluated on following parameters in addition to general evaluation parameters which are common for evaluation of all Directors: a. Maintenance of independence and no conflict of interest. b. Exercise of objective independent judgment in the best interest of the Company. c. Ability to contribute to and monitor corporate governance practice; and d. Adherence to the code of conduct for independent directors. The performance evaluation of Independent Directors is done by the Board of Directors and Nomination and Remuneration Committee (NRC). As per the evaluation, the performance of Dr. HinaAmolGokhale,meets expectations.

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By Order of the Board of Directors For Paras Defence and Space Technologies Limited

Date: February 8, 2025 Place: Navi Mumbai

Sd/Jajvalya Raghavan Company Secretary and Compliance Officer M.No. F11942

Registered Office:

D - 112, TTC Industrial Area, MIDC, Nerul, Navi Mumbai – 400706 CIN: L29253MH2009PLC193352 Email: cs@parasdefence.com Website: www.parasdefence.com Tel: +91 22 6919 9999 Fax: +91 22 6919 9990

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