|
To
The Members,
PAE Limited
Your directors have pleasure in presenting the 76th Annual Report of
your Company together with the Audited financial statements for the financial year ended
March 31, 2026.
STATE OF AFFAIRS OF THE COMPANY
Your Company was into the business of trading in the Agro-commodities.
FINANCIAL HIGHLIGHTS:
(Amount in Lakhs)
Particulars |
Year Ended 31.03.2026 |
Year Ended 31.03.2025 |
Revenue from Operations |
253.13 |
0 |
Other Income |
0.51 |
61,422.24 |
Total Income |
253.64 |
61,422.24 |
Cost of Raw Materials Consumed |
126.56 |
0 |
Purchase of Stocks in Trade |
0 |
0 |
Changes in inventories of Finished Goods and Work in Progress |
0 |
0 |
Employee Benefits Expenses |
17.14 |
0 |
Finance Costs |
0 |
1.21 |
Depreciation and Amortization |
0 |
0 |
Other Expenses |
76.80 |
60,072.89 |
Total Expenses |
220.50 |
60,074.10 |
Profit/(Loss) before tax |
33.14 |
1,348.14 |
Tax Expense |
0 |
0 |
Net Profit/(Loss) after tax |
33.14 |
1,348.14 |
Other Comprehensive Income/(Expenses) |
0 |
0 |
Total Comprehensive Income for the year |
33.14 |
1,348.14 |
For the financial year ended March 31, 2026, your Company has reported Rs. 253.13 Lakhs
revenue from operations and Net Profit of Rs. 33.14 Lakhs as compared to previous
financial year 2024-25 Nil revenue from operations and Net profit of Rs. 1,348.14 Lakhs.
DIVIDEND
Your directors in their meeting held on April 23, 2026 has proposed a Final dividend of
Rs. 0.20/- (Twenty Paise only) per equity share of Rs. 10 (Rupees ten only). Dividend is
subject to approval of members at the ensuing Annual General Meeting (AGM) and shall be
subject to deduction of income tax at source.
SHARE CAPITAL & LISTING
a) Issue of shares or other convertible securities:
Authorized Share Capital:
During the financial year under review, the Authorized Share Capital of the Company
stood at Rs. 27,48,00,000/- (Rupees Twenty-Seven Crores Forty-Eight Lakhs only) comprising
of 2,74,80,000 Equity Shares of Rs. 10/- each.
As on April 01, 2025, the authorised share capital of the company was Rs.
25,00,00,000/- (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 Equity Shares of
Rs. 10/- each. Pursuant to approval of shareholders in the Annual General Meeting of the
company held on March 07, 2026, the authorised share capital of the company increase to
Rs. 27,48,00,000/- (Rupees Twenty-Seven Crores Forty-Eight Lakhs only) comprising of
2,74,80,000 Equity Shares of Rs. 10/- each by addition of Rs. 2,48,00,000 divided into
24,80,000 Equity shares of Rs. 10/- each.
Issued, Subscribed & Paid-Up Capital:
The Paid-up Equity Share Capital as at March 31, 2026 stood at 1,00,00,000/- consisting
of 10,00,000 equity shares of Rupees 10/- each.
Pursuant to the terms of the Resolution Plan approved by the Hon'ble National Company
Law Tribunal (NCLT), Mumbai Bench vide order dated November 27, 2024, there was
cancellation and extinguishment of 100% presently outstanding equity and preference shares
and allotment of 50,000 equity shares to existing public in the ratio of 1 (one) fresh
equity share of face value of Rs. 10 for every 98.35 ordinary equity shares and 95,00,000
equity shares to the promoter & promoter group, which was approved by the Board of
Directors in their meeting held on April 14, 2025.
b) Issue of equity shares with differential rights:
During the year under review, your Company has not issued any Equity Shares with
differential rights and hence the provisions of Section 43 of the Companies Act, 2013 read
with the applicable Rules made thereunder.
c) Issue of Sweat Equity Shares:
During the year under review, your Company has not issued any Sweat Equity Shares
pursuant to the provisions of Section 54 of the Companies Act, 2013 read with the
applicable Rules made thereunder.
d) Details of Employee Stock Options:
The Company has not issued any shares under Employee's Stock Options Scheme pursuant to
the provisions of Section 62 of the Companies Act, 2013 read with the applicable Rules
made thereunder, therefore, the disclosure regarding issue of employee stock options is
not applicable.
e) Shares held in trust for the benefit of employees where the voting rights are
not exercised directly by the employees:
During the year under review, the Company has not given loan to any employee for
purchase of its own shares as per Section 67(3)(c) of Companies Act, 2013, therefore, the
disclosure as per Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 are
not applicable.
f) Issue of debentures, bonds or any non-convertible securities:
During the year under review, the Company has not issued any debentures, bonds or any
non-convertible securities pursuant to the applicable provisions of Companies Act, 2013
read with the Rules made there under.
g) Issue of warrants:
During the year under review, the Company has not issued any warrants pursuant to the
applicable provisions of Companies Act, 2013 read with the Rules made there under.
As on March 31, 2026, none of the Directors and/or Key Managerial Person of the Company
hold instruments convertible in to Equity Shares of the Company.
The Company's Equity Shares are listed on the BSE Limited (BSE).
BUSINESS SEGMENT
The Company was engaged in Sale & Service of Lead Storage Batteries, Power Back up
System & Automotive Parts. However, the shareholders of the company in 75 th
Annual General Meeting of the company held on March 07, 2026 approved the change in Object
of the company to deal in Agrocommodities. The company is engaged into the same business
thereafter.
CORPORATE GOVERNANCE
Your directors consider corporate governance as an ethical and value-driven framework
that underpins the sustainable growth of the Company. The Company remains committed to
operating as a responsible corporate citizen, fostering long-term value creation for
stakeholders, attracting and retaining talent and investors, and maintaining meaningful
engagement with the community.
The Company is dedicated to upholding the highest standards of ethics, transparency,
and corporate governance. It continues to comply with the Code of Conduct for the Board
and Senior Management framed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The governance framework is anchored on robust internal
control systems, strict adherence to applicable laws and regulations, and accountability
across all levels of the organization.
The Company's corporate governance practices are driven by effective Board oversight,
timely and accurate disclosures, transparent accounting practices, and integrity in
decision-making. The Corporate Governance Report for the year under review, as required
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms
part of this Report. A certificate from the Secretarial Auditors, M/s Kamlesh M. Shah
& Co., Company Secretaries, confirming compliance with the conditions of Corporate
Governance, is annexed to the said report.
CREDIT RATING OF SECURITIES
The credit rating is a financial indicator to potential investors of debt securities
such as bonds. During the year under review, your Company has not issued any debt
securities, so credit rating of securities is not applicable to the Company.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There was no amount liable or due to be transferred to the Investor Education and
Protection Fund during the financial year 2025-2026 ended March 31, 2026.
GENERAL RESERVES
During the financial year under review, the Company has transferred an amount of
Rs.33.14 lakhs from the profits of the year to the General Reserve (Free Reserve) for
appropriation purposes. The General Reserve is created by way of transfer within
components of equity and does not constitute an item of Other Comprehensive Income.
Accordingly, the amounts so transferred shall not be subsequently reclassified to the
Statement of Profit and Loss.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2026 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs,
profits/(losses) and cash flows for the year ended March 31, 2026.
Accounting policies have been consistently applied except where a newly issued
accounting standard, if initially adopted or a revision to an existing accounting standard
requires a change in the accounting policy hitherto in use. Management evaluates all
recently issued or revised accounting standards on an ongoing basis. The Company discloses
financial results on a quarterly basis which are subjected to limited review and publishes
audited financial results on an annual basis.
The Company continues to focus on judicious management of its working capital,
receivables, inventories and other working capital parameters were kept under strict check
through continuous monitoring.
The auditor is issued modified report (Disclaimer of Opinion) for the financial year
under review. PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
ANNUAL RETURN
In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, together
with Rule 12 of the Companies (Management and Administration) Rules, 2014, we are pleased
to announce that the Annual Return (MGT-7) of the Company as of March 31, 2026, is
available on our website http://www.paeltd.com/ This initiative is part of
our ongoing commitment to ensure transparency and ease of access to our corporate
disclosures.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31, 2026, the company does not have any Subsidiary company or Joint Venture
or Associate Companies.
RELATED PARTY TRANSACTIONS
The requisite details under Form AOC-2 in Annexure I have been provided in this
Report.
The Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors.
The Policy on Related Party Transactions as approved by the Board of Directors has been
uploaded on the website of the Company.
In accordance with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has in place the Policy on dealing with
Related Party Transactions which is available on its website http://www.paeltd.com/.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015, is provided in a separate section and forms
part of the Directors' Report.
MATERIAL CHANGES AFFECTING THE COMPANY
In terms of the approved Resolution Plan, and upon receipt of listing approval from BSE
on November 28, 2025, the Company further obtained trading approval from BSE on January
06, 2026. Accordingly, the equity shares of the Company were permitted to be traded on the
stock exchange with effect from January 07, 2026, marking the successful completion of the
revival process and reinstatement of market participation.
CHANGE IN NATURE OF BUSINESS, IF ANY
Pursuant to the successful implementation of the approved Resolution Plan, the Company
has revised its Object Clause to align with its new strategic direction. Accordingly, the
Company has transitioned from its earlier business of dealing in batteries to operating in
the Agro-Commodities segment.
The necessary approvals as required under applicable laws have been duly obtained, and
the Object Clause of the Company has been amended to reflect the aforesaid change. The
shift in business operations marks a strategic repositioning aimed at ensuring sustainable
growth and long-term value creation for stakeholders.
PERFORMANCE EVALUATION
The Company has a policy for performance evaluation of the Board, Committees and other
individual Directors (including Independent Directors) which includes criteria for
performance evaluation of Non-Executive Directors and Executive Directors.
In accordance with the manner of evaluation specified by the Nomination and
Remuneration Committee, the Board carried out annual performance evaluation of the Board,
its Committees and Individual Directors. The Independent Directors carried out annual
performance evaluation of the Chairman, the non-independent directors and the Board as a
whole.
The Chairman of the respective Committees shared the report on evaluation with the
respective Committee members. The performance of each Committee was evaluated by the Board
based on the report of evaluation received from the respective Committees.
BOARD MEETINGS
During the financial year 2025-26, the Board of Directors of the Company met 11 times
on the following dates:
Sr. No. |
Date of Meeting |
Day |
Number of Members attended |
1 |
April 14, 2025 |
Monday |
3 |
2 |
May 05, 2025 |
Monday |
2 |
3 |
May 29, 2025 |
Thursday |
5 |
4 |
July 07, 2025 |
Monday |
4 |
5 |
July 25, 2025 |
Friday |
5 |
6 |
August 06, 2025 |
Wednesday |
5 |
7 |
September 02, 2025 |
Tuesday |
5 |
8 |
October 15, 2025 |
Wednesday |
5 |
9 |
December 31, 2025 |
Wednesday |
5 |
10 |
February 06, 2026 |
Friday |
5 |
11 |
March 27, 2026 |
Friday |
6 |
These meetings were conducted to discuss and review various matters relating to the
operations, performance, and governance of the Company.
MEETINGS OF THE MEMBERS
During the year under review, there was one Annual general meeting held on March 07,
2026 through video conferencing / other audio-visual means.
DISCLOSURE OF MEETING OF COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Audit committee:
The Audit Committee comprises of Ms. Bhargavi Dilipbhai Gupta (Chairperson), Mr.
Nimeshkumar Ganpatbhai Patel and Mr. Mayankkumar Ashokbhai Sedani as on March 31, 2026.
All the recommendations made by the Audit Committee were accepted by the Board.
Audit Committee met 6 (six) times during the year 2025-26:
Sr. No. |
Date of Meeting |
Day |
Number of Members attended |
1 |
April 14, 2025 |
Monday |
3 |
2 |
May 29, 2025 |
Thursday |
3 |
3 |
July 25, 2025 |
Friday |
3 |
4 |
August 06, 2025 |
Wednesday |
3 |
5 |
October 15, 2025 |
Wednesday |
3 |
6 |
February 06, 2026 |
Friday |
3 |
Nomination & Remuneration committee:
The Nomination & Remuneration Committee comprises of Mr. Akash Nareshbhai Patel
(Chairman), Ms. Bhargavi Dilipbhai Gupta and Mr. Mayankkumar Ashokbhai Sedani as on March
31, 2026.
Nomination & Remuneration committee met 6 (six) times during the year 2025-26:
Sr. No. |
Date of Meeting |
Day |
Number of Members attended |
1 |
April 14, 2025 |
Monday |
2 |
2 |
May 29, 2025 |
Thursday |
3 |
3 |
August 06, 2025 |
Wednesday |
3 |
4 |
September 02, 2025 |
Tuesday |
3 |
5 |
December 31, 2025 |
Wednesday |
3 |
6 |
February 06, 2026 |
Friday |
3 |
Stakeholders' Relationship committee:
The Stakeholders' Relationship Committee comprises Mr. Akash Nareshbhai Patel
(Chairman), Ms. Bhargavi Dilipbhai Gupta and Mr. Mayankkumar Ashokbhai Sedani as on March
31, 2026.
Stakeholders' Relationship committee met 3 (three) times during the year 2025-26:
Sr. No. |
Date of Meeting |
Day |
Number of Members attended |
1 |
July 25, 2025 |
Friday |
3 |
2 |
October 15, 2025 |
Wednesday |
3 |
3 |
February 06, 2026 |
Friday |
3 |
MEETING OF THE INDEPENDENT DIRECTORS
During the year under review, the meeting of independent directors was held on February
06, 2026 to carry out the annual performance evaluation.
Matrix setting out the skills/expertise/competence of the Board of Directors
Sr. No Essential Core skills/expertise/competencies required
for the Company |
Core skills/expertise/competencies of all the Directors on the
Board of the Company |
1. Strategic and Business Leadership |
The Directors and especially the Managing Director have many years of
experience. |
2. Financial expertise |
The Board has eminent business leaders with deep knowledge of finance
and business. |
3. Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise in Law and
Regulatory affairs lends strength to the Board. |
4. Knowledge and expertise of Trade and Technology |
The Directors have profound knowledge of economic Affairs, trade and
technology related matters. |
MANAGEMENT
During the financial year under review, there was a change in the management of the
Company pursuant to the appointment and resignation of Directors, as detailed in the table
set out in the following section. The reconstitution of the Board was carried out in
compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The Board believes that the changes in management will bring in enhanced expertise and
leadership, and will further strengthen the governance framework and operational
efficiency of the Company. All necessary approvals and disclosures in this regard have
been duly complied with.
Change in the composition of Board and KMP during the current financial has been
provided herein below:
Name of Director |
Category |
DIN |
Date of Appointment/Change in Designation |
Date of Cessation |
Mr. Jatinbhai Ramanbhai Patel* |
Non-Executive Director |
06973337 |
06.02.2026 |
|
Mr. Nandish Shaileshbhai Jani |
Independent Director |
09565657 |
- |
27.08.2025 |
Mr. Rajesh Chinubhai Sutaria |
Independent Director |
02102686 |
|
02.09.2025 |
Ms. Priyanka Joshi |
Independent Director |
10133653 |
14.04.2025 |
27.08.2025 |
Ms. Bhargavi Dilipbhai Gupta |
Independent Director |
11227180 |
06.08.2025 |
- |
Mr. Akash Nareshbhai Patel |
Independent Director |
11226837 |
06.08.2025 |
- |
Mr. Mayankkumar Ashokbhai Sedani |
Independent Director |
11271230 |
02.09.2025 |
|
Mr. Pinalkumar Kalidas Patel# |
Executive Director & CFO |
11445554 |
06.02.2026 |
- |
* Designation changed from Executive to Non-Executive w.e.f. 06th
February 2026 and resigned as Chief Financial Officer
# Appointed as Executive Director and Chief Financial Officer w.e.f. 06th
February 2026
DIRECTORS
As on March 31, 2026, the Board comprised of 6 (six) directors, with a balanced mix of
executive and independent directors, complying with Regulation 17 of SEBI LODR (at least
50% independent directors for a non-executive chairman-led board). None of the directors
hold positions exceeding the limits under Regulation 17A of SEBI LODR Regulations, 2015.
All independent directors provided declarations under Section 149(6) of the Companies Act,
2013, confirming their independence.
Following are the details of changes in Board during the year till 31st
March, 2026
Name of Director |
Category |
DIN |
Date of Appointment |
Date of Resignation |
Mr. Nimeshkumar Ganpatbhai Patel |
Managing Director & Chairman |
10939411 |
18-02-2025 |
- |
Mr. Jatinbhai Ramanbhai Patel |
Non -Executive Director |
06973337 |
18-02-2025 |
- |
Mr. Nandish Shaileshbhai Jani |
Non-executive & Independent Director |
09565657 |
18-02-2025 |
27-08-2025 |
Mr. Rajesh Chinubhai Sutaria |
Non-executive & Independent Director |
02102686 |
18-02-2025 |
02-09-2025 |
Mr. Priyanka Joshi |
Non-executive & Independent |
10133653 |
14-04-2025 |
27-08-2025 |
|
Director |
|
|
|
Ms. Bhargavi Dilipbhai Gupta |
Non-executive & Independent Director |
11227180 |
06-08-2025 |
|
Mr. Akash Nareshbhai Patel |
Non-executive & Independent Director |
11226837 |
06-08-2025 |
|
Mr. Mayankkumar Ashokbhai Sedani |
Non-executive & Independent Director |
11271230 |
02-09-2025 |
|
Mr. Pinalkumar Kalidas Patel |
Executive Director |
11445554 |
06-02-2026 |
- |
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are the persons of high integrity and repute.
They fulfil the conditions specified in the Companies Act, 2013 and the Rules made
thereunder and are independent of the management.
Further, none of the Directors of the Company are disqualified under sub-section (2) of
Section 164 of the Companies Act, 2013.
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr.
Jatinbhai Patel (DIN: 06973337) Non-executive Director of the Company, retires by
rotation at the ensuing annual general meeting and being eligible offers himself for
re-appointment. He has given a declaration in terms of Section 164(2) of the Companies
Act, 2013 to the effect that he is not disqualified from being reappointed as a Director
of the Company.
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act, independent directors shall hold
office for a term up to five consecutive years on the board of a company, but shall be
eligible for re-appointment for another term up to five years on passing of a special
resolution by the company and disclosure of such appointment in Board's Report. Further
Section 152 of the Act provides that the independent directors shall not be liable to
retire by rotation in the Annual General Meeting ('AGM') of the Company.
As per requirements of Regulation 17A of SEBI (Listing Obligations and Disclosure
Requirements), 2015, a person shall not serve as an independent director in more than
seven listed entities, provided that any person who is serving as a whole-time director in
any listed entity shall serve as an independent director in not more than three listed
entities. Further, independent directors of the listed entity shall hold at least one
meeting in a year, without the presence of non-independent directors and members of the
management and all the independent directors shall strive to be present at such meeting.
In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are the persons of high integrity and repute. They fulfil the
conditions specified in the Companies Act, 2013 and the Rules made thereunder and are
independent of the management.
Independent Directors have confirmed that they have complied with the Company's Code of
Business Conduct & Ethics.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant rules. In terms of
Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of
any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their liability to discharge their duties. Based on the declaration
received from Independent Directors, the Board of Directors have confirmed that they meet
the criteria of Independence as mentioned under Section 149 of the Companies Act, 2013 and
Regulation 16(1)(b) of Listing Regulations and they are independent of the management.
FAMILIARISATION PROGRAM FOR DIRECTORS
As a practice, all new directors (including independent directors) inducted to the
Board are given a formal orientation.
The familiarization programme for the independent directors is customized to suit their
individual interests and area of expertise. The directors are usually encouraged to
interact with members of senior management as part of the induction programme. The senior
management make presentations giving an overview of the Company's strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major
risks and risk management strategy. This enables the directors to get a deep understanding
of the Company, its people, values and culture and facilitates their active participation
in overseeing the performance of the management.
The details of the familiarization program conducted during the Year Under Review can
be accessed from Company website
https://paeltd.com/code-of-conduct-policies.html NOMINATION & REMUNERATION
POLICY
The Company has devised a Nomination and Remuneration Policy (NRC Policy)
which inter alia sets out the guiding principles for identifying and ascertaining the
integrity, qualification, expertise and experience of the person for the appointment as
directors, key managerial personnel (KMPs'') and senior management personnel
(SMPs).
The NRC Policy has been framed with the objective-
a. To ensure that appointment of directors, KMPs and SMPs and their removals are in
compliances with the applicable provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015;
b. to set out criteria for the evaluation of performance and remuneration of directors,
KMPs and SMPs;
c. to adopt best practices to attract and retain talent by the Company; and
d. to ensure diversity of the Board of the Company
The NRC Policy of the Company can be accessed at the website of the Company at https://paeltd.com/code-of-conduct-policies.html.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5(2) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
None of the Managerial personnel of your company, who was employed throughout the
financial year, was in receipt of remuneration in aggregate of Rupees One Crore and Two
Lakhs or more or if employed for the part of the financial year was in receipt of
remuneration of Rupees Eight Lakh and Fifty Thousand or more per month and there were no
employees in the company hence the provisions of Rule 5(2) with respect to employees are
not applicable to the company.
POLICIES
All the Policies adopted by the Board have been mentioned in the Corporate Governance
Report. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS
During the financial year 2025-26, no significant or material order was passed against
the company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There was no material change or commitment affecting the financial position of the
company between the end of the financial year and the date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors confirms that:
1. In the preparation of the annual accounts, for the year ended March 31, 2026, all
the applicable accounting standards prescribed by the Institute of Chartered Accountants
of India have been followed along with proper explanation relating to material departures,
if any;
2. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of
the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
4. that the Directors had prepared the annual accounts on a going concern basis;
5. that the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
6. that the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
REGISTRAR AND SHARE TRANSFER AGENT
The Company has appointed MUFG Intime India Private Limited as its Registrar and
Transfer Agent (RTA) for handling share registry and investor-related
services. The RTA is registered with SEBI and has been efficiently managing all related
activities during the year under review.
BUSINESS RISK MANAGEMENT
The company has put in place a mechanism to identify, assess, monitor and mitigate
various risks to key business objectives. Major risks identified by the businesses and
functions are systematically addressed through mitigating actions on a continuing basis.
Risk management is embedded in your Company's operating framework. Your Company
believes that managing risks helps in maximizing returns. The Company's approach to
addressing business risks is comprehensive and includes periodic review of such risks and
a framework for mitigating controls and reporting mechanism of such risks.
Further, the Company is not required to constitute Risk Management Committee under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015.
STATEMENT SHOWING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Business Risk Evaluation and Management is an on-going process within the organization.
In compliance with the provisions of Section 134(3)(n) of the Companies Act, 2013, the
Board of Directors has formulated and adopted the Risk Management Policy to identify,
monitor and minimize risks while identifying business opportunities which enables the
Company to ensure sustainable business growth with stability and to promote a proactive
approach in reporting, evaluating and resolving risks associated with the business.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2025-26.
BOARD DIVERSITY POLICY
The Policy on Diversity of Board aims to set out the approach to achieve diversity on
the Board of Directors of the Company. Building a Board of diverse and inclusive culture
is integral to the success of the Company.
The Board considers that its diversity, including gender diversity, is a vital asset to
the business.
Inclusive and diverse Board allows more wider perspectives to be integrated when
brainstorming, problem solving and developing new ideas for the growth of company
business.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy to report genuine concerns or grievances. The
Whistle Blower Policy has been posted on the website of the Company http: /
/www.paeltd.com/.
AUDIT AND AUDITORS
? STATUTORY AUDITORS
The Statutory Audit for FY 2025-26 was conducted by M/s J. M. Patel & Bros.,
Chartered Accountants (Firm Registration No.: 107707W). The shareholders of the
company in 75th Annual General Meeting of the company held on 07th
March 2026 appointed M/s J. M. Patel & Bros., Chartered Accountants (Firm
Registration No.: 107707W) to conduct the statutory audit and Limited review for each
quarter from the financial year 2025-26 to financial year 2029-30.
The Audit Report issued by M/s J. M. Patel & Bros. on the financial
statements for the financial year 2025-26 forms part of the Annual Report. The notes to
the financial statements, as referred to in the Auditor's Report, are self-explanatory and
do not require any further clarification or comment.
EXPLANATIONS IN RESPONSE TO AUDITORS' QUALIFICATIONS:
The Auditors' Report for the financial year March 31, 2026 is modified, i.e. It
contains the qualification as follows:
SSr No. Audit Qualification (Standalone) |
Type of Audit Qualification |
Comment of the Board on the Qualification |
1 Write-off of Quasi-Equity cum Deposit against Accumulated Losses |
Disclaimer of Opinion |
The Company has written off Rs.5,38,84,446/- pertaining to quasiequity
cum deposit received from Mr. Jatinbhai R. Patel in accordance with the NCLT-approved
resolution plan. The amount, being in the nature of quasi-equity, was adjusted against
accumulated losses. |
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The Company has obtained written confirmation from Mr. Jatinbhai R.
Patel consenting to such write-off. Accordingly, the management believes that the
accounting treatment is appropriate and in line with the approved resolution plan, and
does not have any adverse impact on the |
PAE LIMITED
ANNUAL REPORT 2025-2026
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financial statements. |
2 Unverified Book Profit and Revenue (Rice Trading) |
Disclaimer of Opinion |
The Company's object clause was modified on March 07,
2026, pursuant to approval of shareholders in their 75th Annual General
Meeting. Subsequent to this change, purchase and sale transactions were executed on a
credit basis with agreed terms of 30-45 days, and accordingly, no bank movements arose
during the period. Further, the goods traded fall under exempt categories, and hence, no
E-way Bill requirement was applicable. The management affirms that these transactions are
genuine and undertaken in the ordinary course of business. |
3 Appropriateness of Dividend Provision |
Disclaimer of Opinion |
Following its successful resolution under CIRP, the Company has resolved
to distribute dividends from the initial profits earned from its operations, with the
intention of rewarding its existing shareholders. |
4 Unverified Bank Balances |
Disclaimer of Opinion |
These bank accounts are no longer in use, and the company will proceed
with the application of closure of bank account in Kotak Mahindra Bank in due course of
time. The balances lying in these accounts will be transferred to the |
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Company's primary operating account with HDFC Bank. |
5 Shift in Business Focus (Alteration of Object Clause) |
Disclaimer of Opinion |
Pursuant to the change in management, the Company has
amended its object clause to enable entry into the processing and trading of agricultural
commodities. This strategic shift from the battery business is intended to enhance
operational flexibility and align the Company's activities with its longterm growth
objectives. The management believes that the agrocommodities sector offers stronger growth
potential and sustainable opportunities, thereby positioning the Company for improved
future performance. |
? SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the shareholders of
the company in 75th Annual General Meeting of the company held on March 07,
2026 appointed M/s Kamlesh M. Shah & Co., Company Secretaries in Practice
(COP-2072) to undertake the Secretarial Audit of the Company from the Financial year
2025-26 to FY 2029-30.
The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in
this Annual Report as Annexure II.
? INTERNAL AUDITORS
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s PSG AND
ASSOCIATES, Chartered Accountants (FRN: 133773W). The main thrust of internal audit is
to test and review controls, appraisal of risks and business processes, besides
benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and
effectiveness of the internal control systems and suggests improvements to strengthen the
same.
The Audit Committee of the Board of Directors, Statutory Auditors and the Key
Managerial Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, extract of
the Annual Return for the financial year ended March 31, 2026 made under the provisions of
Section 92(3) of the Act is available on Company website link https://paeltd.com/annual-returns.html.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
The Company has a policy on Prevention of Sexual Harassment at Workplace in place.
Company has only 1 Female Employee, it is beyond the practicality to constitute a local
compliance committee but a system has been put in place to protect Female Employee(s) from
sexual harassment. During the year Company has not received any complaint of harassment.
STATUTORY INFORMATION AND OTHER DISCLOSURES
The information regarding Conservation of Energy, Technology Absorption, Adoption and
Innovation, as defined under section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL.
The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure 'III' and forms an integral part of this Report. The above Annexure is
not being sent along with this annual report to the members of the Company in line with
the provisions of Section 136(1) of the Act. Members who are interested in obtaining these
particulars may write to the Company Secretary at the Registered Office of the Company.
The aforesaid Annexure is also available for inspection by Members at the Registered
Office of the Company, 21 days before and up to the date of the ensuing Annual General
Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the Equity Shares of the Company.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed
there under, every company including its holding or subsidiary and a foreign company,
which fulfils the criteria specified in sub section (1) of Section 135 of the Act shall
comply with the provisions of Section 135 of the Act and its rules.
Since the Company is not falling under any criterial specified in sub section (1) of
Section 135 of the Act, your company is not required to constitute a Corporate Social
Responsibility (CSR) Committee.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the year
under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the year
under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of frauds committed in the Company by its officers or employees
to the Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance
practices followed by the Company, together with a certificate from the Company's Auditors
confirming compliance forms an integral part of this Report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
A report on secretarial compliance by M/s Kamlesh M. Shah & Co., Company
Secretaries for the FY 2025-26 will be submitted with the stock exchange.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of the Maternity Benefit Act, 1961,
including all applicable amendments and rules framed thereunder. The Company is committed
to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.
The Company also ensures that no discrimination is made in recruitment or service
conditions on the grounds of maternity. Necessary internal systems and HR policies are in
place to uphold the spirit and letter of the legislation.
GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, and inclusion (DEI), the Company
discloses below the gender composition of its workforce as on the March 31, 2026.
Male Employees: 2 Female Employees: 1 Transgender Employees: 0
This disclosure reinforces the Company's efforts to promote an inclusive workplace
culture and equal opportunity for all individuals, regardless of gender.
DOWNSTREAM INVESTMENT
The Company neither has any Foreign Direct Investment (FDI) nor invested as any
Downstream Investment in any other Company in India.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(A) Conservation of energy:
The steps taken or impact on conservation of energy |
Nil |
The steps taken by the company for utilizing alternate sources of
energy |
Nil |
The capital investment on energy conservation equipment's |
Nil |
(B) Technology absorption:
The efforts made towards technology absorption |
Nil |
The benefits derived like product improvement, cost reduction, product
development or import substitution etc. |
Nil |
In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) |
Not applicable |
The details of technology imported |
Not applicable |
Year of Import |
Not applicable |
whether the technology been fully absorbed |
Not applicable |
If not fully absorbed, areas where has not taken place, reasons
thereof |
Not applicable |
The expenditure incurred on Research and Development |
Not applicable |
(C) Foreign exchange earnings and Outgo:
The company has no foreign exchange earnings and outgo transactions during the current
financial year under review.
AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES
ACT 2013.
The Company has maintained its books of account for the financial year ended March 31,
2026, using an accounting software that incorporates an audit trail (edit log) feature.
This facility ensures that all relevant transactions recorded in the software are tracked,
with details of any additions, modifications, or deletions, providing transparency and
accountability in accordance with the requirements of Rule 11 of the Companies (Audit and
Auditors) Rules, 2014.
OTHER DISCLOSURE
During the financial Year Under Review, disclosure with respect to details of
difference between amount of the valuation done at the time of onetime settlement and the
valuation done while taking loan from the banks or financial institutions along with the
reason thereof is not applicable.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016
During the financial year under review, there were no applications made or proceedings
pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
During the financial year under review, there has been no one time settlement of loans
taken from the Banks or Financial Institutions.
FAILURE TO IMPLEMENT ANY CORPORATE ACTION
The Company has not failed to complete or implement any corporate action between the
end of the Financial Year to which this Financial Statements relates and date of this
Report.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
forward-looking
statements within the meaning of applicable securities laws and regulations.
Actual results could differ from those expressed or implied.
APPRECIATION
Your directors wish to place on record their appreciation towards the contribution of
all the employees of the Company and their gratitude to the Company's valued customers,
bankers and members for their continued support and confidence in the Company.
Date: April 23, 2026
Place: Ahmedabad
By order of the Board For PAE LIMITED
Sd/-
Nimeshkumar Ganpatbhai Patel Chairman & Managing Director DIN:10939411
Registered Office:
Level 1, Block A, Shivsagar Estate,
Dr. Annie Besant Road, Worli, Mumbai City,
Mumbai Maharashtra, India, 400018.
Corporate Office:
A-1115, Titanium Business Park,
Near Makarba Underpass, Makarba,
Ahmedabad - 380051.
CIN: L46201MH1950PLC008152 E-mail ID: compliance.pae@gmail.com
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