PRAGATI DEFENCE SYSTEMS PRIVATE LIMITED
CONFIDENTIAL — FOR INVESTOR USE ONLY

INFORMATION MEMORANDUM — v5

Building India's Armour · June 2026
₹51 Cr FY26 Revenue
Contract value, invoice-verified · GST turnover ₹44.45 Cr (CA cert.)
₹110.73 Cr Orders in Hand
POs · L1 wins · clauses · IAF · Star Wire
₹414 Cr Pipeline
40 tenders · ₹82 Cr probability-weighted
30%+ PAT Margin
FY26: 50.3% (provisional)
₹70 Cr Raise
₹50 Cr equity + ₹20 Cr SIDBI term loan
Raise type
Growth equity + capex term debt
Stage
Due diligence / active
Tax election
Sec 115BAB — 17.16% effective
CIN
U29270CT2021PTC011232
Bilaspur, Chhattisgarh, India
This document must not be reproduced, distributed, or disclosed without prior written consent.

1. Executive Summary

Pragati Defence Systems Private Limited (PDSPL) is India's leading indigenous armour manufacturer, headquartered in Bilaspur, Chhattisgarh. Building since 2020, incorporated 2021, first order end of 2022 — the Company holds two of India's most demanding regulatory positions in personal protection: a DRDO Level 6 Transfer-of-Technology (ToT) licence for bullet-proof jackets, and one of just two BIS Level 6 certifications for bullet-resistant jackets — backed by its own in-house ceramic. Every major armour tender floated by the Indian Armed Forces, paramilitary, and state police has exactly two eligible bidders — Pragati is always one of them.

The Company is raising ₹70 Crore — ₹50 Crore equity (₹39 Crore primary into the Company + ₹11 Crore promoter OFS) plus a ₹20 Crore SIDBI capex term loan funding the ceramic manufacturing line (DPR v5 submitted; 12-month moratorium, 5-year repayment). This raise converts Pragati into a 100% vertically integrated armour platform — the only such platform in India — and funds the working capital required to execute the ₹110.73 Crore order book (₹93.8 Crore ex-GST).

The Company has been profitable from its first full year of operations (FY23). FY26 PBT is ₹27.0 Crore (provisional) on ₹44.45 Crore statutory revenue (₹51 Crore contract value invoiced). It carries zero long-term bank debt. It has ₹110.73 Crore in orders in hand — ₹13.19 Cr confirmed POs in execution, ₹20.63 Cr GEM L1 wins, ₹12.47 Cr contractual clause upside, ₹50.40 Cr IAF jacket share (tech eval complete), ₹6.75 Cr Star Wire bulk shields, and ₹7.29 Cr Star Wire ceramic (via Deftech) — plus a ₹414 Crore active tender pipeline (₹82 Cr probability-weighted) and a ₹2,233 Crore enquiry funnel from IAF, Army, and State Police forces.

Investment highlights

2. Market Opportunity

India's defence budget crossed ₹2.1 lakh Crore in FY25 — the fastest-growing segment being personal protection and armour. The Indian Army alone has scaled a requirement for 500,000 body armour units over the next 5 years, a ₹5,000 Crore+ addressable opportunity. Combined with paramilitary, state police, special forces, and export demand, the serviceable market exceeds ₹1,00,000 Crore over the next decade. India body armour alone is projected to reach US$285 million by FY30 at 8.1% CAGR.

Three structural forces: (1) Atmanirbhar Bharat mandates indigenous procurement. (2) BIS and DRDO certification requirements create a near-impenetrable regulatory barrier. (3) India's security environment drives sustained, multi-decade demand. The combination of DRDO L6 ToT + BIS L6 certification is held by only one company in India: Pragati Defence Systems.

3. Competitive Moat

Layer 1 — Regulatory barrier. The DRDO Level 6 bullet-proof jacket ToT is granted only to companies that co-develop the underlying technology. BIS Level 6 requires demonstrated manufacturing capability, a BIS-audited facility, and ballistic proof testing. Both together take 3–5 years and significant capital.

Layer 2 — Product superiority. Our own Pressureless Sintered Hybrid B4C-SiC ceramic, developed in-house by Pragati: optimised density-to-weight, multi-hit crack arrest, scalable large-format manufacturing — the most consistent Level-6 performance in the market. In every fairly structured bid in the past 12 months, Pragati outperformed all competitors on product criteria.

Layer 3 — Strategic partnerships. Mehler Systems GmbH (Germany) — vehicle programmes + raw material; DRDO (multiple labs) — co-development; ProApto (Italy) — multispectral camouflage, exclusive Indian partner; Forceware GmbH (Germany) — anti-mine boots; Kazakhstan G2G MoU; channel partners across Brazil, Denmark, Philippines, Netherlands, Sri Lanka, Nepal.

Market share: 55% in tenders where Pragati participated. SMPP has not outperformed Pragati in a single fairly structured technical evaluation. ₹85 Crore+ of tenders cancelled after arbitrary DQ attempts are expected to be refloated.

4. Products & Capabilities

5. Commercial Traction

Orders in hand — ₹110.73 Crore (six categories)

Breakdown — every figure sourced to its document; categories are never blended:

CategoryAmountEvidence
A — Confirmed POs (in execution)₹13.19 CrN.Railway/RPF ₹6.43 Cr (GEMC-511687722807069) · Army Udhampur ₹6.29 Cr (GEMC-511687756220533) · Star Wire (India) Ltd sample PO ₹0.47 Cr (PO 3100049072, 04 Jun 2026)
B — GEM L1 wins (PO awaited)₹20.63 Cr3 bids · GEM RA status screenshots, Data Room Folder 02 · beat Tata Advanced Systems (2) and SMPP (1)
C — Contractual clause upside₹12.47 CrRepeat/option clauses exercisable at original rates — no re-tender
D — IAF Airforce Jacket, 40% share₹50.40 Cr12,000 jackets × ₹42,000 (40% of 30,000) · 60-40 split with SMPP · financial award awaited
E — Star Wire bulk follow-on₹6.75 Cr260 ballistic shields IS 17435:2020 · terms accepted per quotation PDSPL/SWL/26-27/009A · bulk PO issues on successful sample trials
F — Star Wire ceramic (via Deftech)₹7.29 Cr4,800 B4C ceramic plates (2,400 sets) · deal memo · first Pragati Deftech external invoice
TOTAL₹110.73 Cr+ export order in hand $73,200 USD (Papua New Guinea)

Only category A is invoiceable today. Star Wire sample PO carries a refund-on-trial-failure clause — disclosed for completeness.

FY27 revenue bridge

ComponentTimingAmountStatus / basis
Confirmed POs + executing (RPF, Army shields, SW sample)Q1-Q2₹13.19 CrVerified POs · contract value
GEM L1 wins (incl J&K Police BRJ L6)Q1-Q2₹20.63 CrGEM L1 · PO pending
Contractual clause / option upsideQ2-Q3₹12.47 CrNo re-tender
IAF Airforce jacket — 40% shareQ3-Q4₹50.40 CrTech eval complete · PO awaited
Star Wire — ceramic (Deftech) + bulk shieldsQ1-Q2₹14.04 CrDeal memo + bulk follow-on
FY27 ORDER BOOKFull year₹110.73 Cr₹93.8 Cr ex-GST — committed; no pipeline required

Apr 2026 actual ₹0.35 Cr · May 2026 ₹0.70 Cr · YTD ₹1.05 Cr. Revenue heavily H2-weighted. Excludes Delhi Police ₹80 Cr (User Trials, 50% win probability) and MoD ₹2,000 Cr enquiry — either win alone takes FY27 past ₹200 Cr.

Two-bidder qualified subset — ₹252 Crore

Tenders where Pragati and one other company are the only two eligible bidders: Armed Forces BPJ L5 ₹140 Cr · State Police BPJ ₹30 Cr · Armed Forces BP Shield ₹20 Cr · Paramilitary BPJ ₹17 Cr · State Police BPJ ₹15 Cr · Special Forces BP Shield ₹5 Cr. Full active pipeline: 40 tenders, ₹414.02 Cr total, ₹82.05 Cr probability-weighted (TenderTracker ERP, 29 May 2026). Enquiry funnel: ₹2,233 Cr.

6. Financial Summary

FY22–FY25 from audited annual reports (Rajat Agrawal & Co.). FY26 management-provisional. FY27–FY31 projections, tax-effected at 17.16% (Sec 115BAB).

₹ CrFY22FY23FY24FY25AFY26PFY27EFY31E (base)
Revenue0.011.211.717.344.4593.8650.0
PBT3.176.1327.0046.7
PAT(0.0)4.12.645.0722.428.8225.1
PAT margin37%22.6%29.2%50.3%30.7%34.6%
Net worth0.14.26.712.2~35*~74*
Long-term bank debt1.21.51.20.3NilSIDBI ₹20 CrNil

A = audited · P = provisional. * Pre-raise net worth. FY23 = financial year Apr 2022–Mar 2023. FY25 PBT ₹6.13 Cr and PAT ₹5.07 Cr per signed audited P&L (07 Sep 2025). Taxable income per ITR AY 2025-26 was ₹6.30 Cr — differs from book PBT due to depreciation timing under the IT Act; tax paid ₹1.23 Cr (incl. interest). FY26 statutory audit for all three group entities underway; FY26 provisional accounts now signed. DSCR on SIDBI term loan: 20.7× FY27, 15.5× FY28 (SIDBI loan, financial model). Minimum cash floor ₹9 Cr defended in all scenarios.

Three-scenario revenue trajectory (₹ Cr)

ScenarioFY26PFY27FY28FY29FY30FY31
Downside (IAF slips, ceramics delayed)5197150230315410
Base (committed + plants on schedule)4494198335500650
Upside (campus operational FY30)4494223390585800

7. Use of Funds — ₹70 Crore

₹61 Crore is deployed into the Company (₹20 Cr SIDBI term loan + ₹39 Cr primary equity + ₹2 Cr internal accruals). ₹11 Crore is promoter OFS — it does not enter the Company and is excluded from every allocation below.

Use of fundsAmountFunded byStrategic rationale
Ceramic manufacturing line₹20 CrSIDBI term loanEquipment balance ₹16.08 + civil ₹1.50 + installation ₹1.00 + contingency ₹1.42 (DPR v5). ₹1.92 Cr advance already paid — outside the loan. Brings our proprietary ceramic production fully in-house.
Ballistic production scale-up₹2.5 CrPrimary equityExecutes the ₹110.73 Cr order book without outsourcing bottlenecks.
UHMWPE machine completion₹2 CrPrimary equityCompletes Solutions plant (over ₹4.77 Cr already invested). 20%+ input cost reduction.
Working capital₹26 CrPrimary equityReceivables + inventory + supplier advances for the 195-day government procurement cycle.
R&D₹4.86 CrPrimary equity(1) AI Smart Helmet — DRDO DYSL. (2) Platform protection trials. (3) NIJ USA certification → US/NATO exports.
Key hires + strategic reserve₹5.64 CrPrimary equityFull-time CFO, ops head, senior engineers. Residual: strategic cash buffer.
Total into Company₹61 Cr₹20 SIDBI + ₹39 primary + ₹2 internal accruals
Promoter OFS (excluded from project)₹11 CrFounder partial liquidity. Does not fund the Company.
Total round (equity + SIDBI)₹70 Cr

8. Leadership Team

NameRoleBackground
Naman AgrawalCEO & FounderBuilding Pragati since 2020; registered 2021, first order end 2022. Market leader in 4 years from a greenfield start in Bilaspur.
Arun AgrawalGroup Chairman40 years manufacturing; built 3 factories; deep government liaison networks.
Rajesh SharmaCFOJoining full-time FY27 (upgrading from monthly-visit basis). Financial oversight, investor reporting, SIDBI facility management.
Col. Rajeev KukkalPresidentEx-Army 30+ years. Logistics, strategy, international liaison. Deep MoD networks.
Lt. Col. N. ThakurHead — Domestic StrategyNSG Special Forces veteran. Drives domestic procurement strategy.
Pranav M.GM — UHMWPEIndia's most experienced UHMWPE specialist.
Raj AnandHead — Sales & MarketingSales growth, market expansion, strategic partnerships.

Total team: 36 employees (Employee List, 29 May 2026), including the CFO.

9. Operational Infrastructure — AI-Native ERP

Built in-house from 2020 on Claude (Cowork); converting to a React application on GitHub. Eight live modules — Factory OS (313 KB), Inventory Hub (333 KB), Tender Tracker (214 KB), Finance Hub (279 KB), Procure Hub (207 KB), HRMS (120 KB), Ops Hub (244 KB), Director Command Centre (223 KB) — every module with "Brief for Claude" AI briefing. Traceability roadmap: post vertical integration, every finished armour product links to its ceramic powder QC record and UHMWPE yarn QC record — a global first in personal protection.

OFS — honest founder context

Naman Agrawal began building Pragati in 2020. In four years almost every rupee of profit was reinvested — the FY25 audited balance sheet (₹12.21 Cr net worth, zero long-term bank debt) is the record of that reinvestment. The ₹5.5 Cr personal liquidity from this round is the first he has taken. The ₹11 Cr OFS does not enter the Company and is excluded from all use-of-funds calculations.

10. Corporate Structure & Legal

EntityRoleStatus
Pragati Defence Systems Pvt LtdParent — finished armourOperating; audited FY23–FY25
Pragati Deftech Pvt LtdCeramics (in-house / proprietary)100% subsidiary; $200K machinery advance paid; plant setup in progress
Pragati Defence Solutions Pvt LtdUHMWPE ballistic fabric100% subsidiary conversion — ROC paperwork completing June 2026; plant commissioned

Shareholding (pre-raise): Authorised capital ₹60 lakh (6,00,000 equity shares of ₹10). Paid-up ₹50.44 lakh (5,04,386 shares — CA-certified list, Rajat Agrawal & Co., 24 Jan 2025). Plus ₹14.70 Crore CCDs (Nov–Dec 2024 round, 2,94,000 CCDs of ₹500; conversion floor ₹360 Crore — below the current raise valuation).

ShareholderCurrent shares%Post-raise shares%
Arun Kumar Agrawal2,92,00057.89%2,87,18051.28%
Naman Agrawal2,03,18040.28%1,98,35935.42%
Patre Anilkumar Abhishek4,8200.96%4,8200.86%
Other shareholders4,3860.87%4,3860.78%
CCD holders (48 investors)21,4723.83%
New investors (primary + OFS)43,8217.82%
TOTAL5,04,386100%5,60,038100%
Promoter family4,95,18098.17%4,83,61085.30%

Post-raise columns are illustrative at an indicative pre-money, shown for mechanics only — final pricing per term sheet. OFS: Arun and Naman each sell 5,785 shares (₹5.5 Cr each) — proceeds go to promoters, not the Company. Full valuation math is available in the gated investor portal and data room.

11. Risk Factors & Mitigations

RiskRatingDescriptionMitigation
FY27 revenue timingMedium₹110.73 Cr orders in hand; ₹13.19 Cr POs executing. IAF ₹50.40 Cr PO awaited.Revenue deferred, not lost. Base case excludes IAF. Cash floor ₹9 Cr defended.
Working-capital intensityMedium195-day net cash cycle.₹26 Cr equity WC allocation; invoice discounting against government receivables.
Advance tax timingLowFY26 advance tax position being finalised with provisional accounts.AFSOD ₹19.96 Cr collection (Jul 2026) provides surplus cover.
CFO / governanceLowCFO joining full-time; statutory audits (Rajat Agrawal & Co.) underway; FY26 provisional signed.Rajesh Sharma appointed; independent FDD firm RT Jain & Co. engaged 01 Jun 2026 for this round; ERP live and operational.
Corporate structure in transitionLowSolutions subsidiary conversion with MCA.No business disruption. Completing June 2026.
Competitor DQ challengesLow-Med₹85 Cr+ tenders cancelled after DQ attempts.BIS L6 + DRDO L6 cannot be disqualified in fairly structured bids; refloats expected.
Star Wire trialsLowSample PO carries refund-on-trial-failure clause; bulk ₹6.75 Cr conditional on trials.Same shield platform already executed for Army Udhampur (295 units invoiced FY26).

12. Deal Terms

ParameterDetail
Total round size₹70 Crore
Equity raise₹50 Crore (₹39 Cr primary into Company + ₹11 Cr promoter OFS)
SIDBI facility₹20 Crore capex term loan — ceramic line (DPR v5 submitted; term sheet pending)
Primary equity instrumentGrowth equity (CCPS or equity, structure open to discussion)
ValuationGuidance shared in process. Reference points: CCD conversion floor ₹360 Crore (contractual, Nov 2024) · FY26 PAT ₹22.4 Crore provisional — accounts signed, statutory audit underway
Dilution mechanicsIllustrative shareholding waterfall in §10 — final pricing per term sheet
FY31 revenue target₹650 Crore base · ₹800 Crore upside
StatusActive. SIDBI DPR submitted. Independent FDD underway (RT Jain & Co., engaged 01 Jun 2026). Multiple institutional investors in conversation.
Data roomAvailable under NDA — audited financials FY23–FY25, FY26 provisional, financial model, DPRs, 118 documents.

Contact: Naman Agrawal, CEO & Founder — Pragati Defence Systems Private Limited, Bilaspur, Chhattisgarh