We were engaged to audit the standalone financial statements of PAE Limited ("the Company"), which comprise the Standalone Balance Sheet as at March 31, 2026, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Changes in Equity, and the Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information. We do not express an opinion on the accompanying standalone financial statements of the Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion as to whether these standalone financial statements give a true and fair view in conformity with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
Basis for Disclaimer of Opinion
We draw attention to the following material matters which severely restrict our ability to form an opinion on the financial statements:
1. Write-off of Quasi-Equity cum Deposit against Accumulated Losses: The Company has written off Rs. 5,38,84,446/-, representing the quasi-equity cum deposit received from Mr. Jatinbhai R. Patel, against old carried-forward accumulated losses. This adjustment was purportedly made as per an NCLT resolution order and as confirmed by Mr. Jatinbhai R. Patel.
2. Unverified Book Profit and Revenue (Rice Trading): During the last quarter, the Company recognized an operating income of Rs. 2,53,12,750/- from the "sale of rice" against a purchase value of Rs.1,26,56,375/-, resulting in a reported net profit of Rs. 33,14,125/-. However, we
observed that:
o These transactions have been recorded entirely through book entries (Journal Vouchers). o There are no corresponding banking transactions reflecting actual cash inflows or outflows. o Management failed to provide any supporting documentary evidence such as GST returns, E- way bills, or transport receipts. Consequently, we are entirely unable to verify the genuineness, occurrence, completeness, and accuracy of these transactions.
3. Appropriateness of Dividend Provision: Based solely on the unverified book profits mentioned in Point 2 above, the Company has made a provision and recommendation for a dividend of Rs. 0.2 per fully paid-up equity share of Rs. 10/- each. In the absence of substantiated profits or underlying liquid cash flows, the validity, legality, and appropriateness of this dividend declaration under Section 123 of the Companies Act, 2013 cannot be ascertained.
4. Unverified Bank Balances: The Company has not provided any details, bank statements, or independent bank balance confirmations for the balances purportedly held with various banks, with the exception of HDFC Bank and Kotak Mahindra Bank, as of March 31, 2026. Due to the absence of external confirmations (as required under SA 505 - External Confirmations), we are unable to verify the existence, accuracy, and completeness of the reported cash and bank balances.
5. Shift in Business Focus (Alteration of Object Clause): Pursuant to the Special Resolution passed in the Annual General Meeting held on March 7, 2026, the Company altered its Object Clause to shift from its historical automobile-based business to the "processing and trading of Agriculture Commodities." The lack of verified trade history in this newly adopted segment casts significant doubt on the underlying operations and risk profile presented in the financial statements.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity, and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our responsibility is to conduct an audit of the Company's standalone financial statements in accordance with Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India and to issue an auditor's report. However, because of the matters described in the Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these standalone financial statements.
We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable, subject to the disclaimers noted above.
2. As required by Section 143(3) of the Act, we report that:
a) Due to the significance of the matters described in the Basis for Disclaimer of Opinion section, we have not been able to obtain all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion, due to the matters noted above, proper books of account as required by law have not been kept by the Company so far as it appears from our examination of those books.
c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity, and the Standalone Statement of Cash Flow dealt with by this Report are in agreement with the books of account, though the books are primarily supported by unverified journal vouchers.
d) In our opinion, the aforesaid standalone financial statements do not comply with the Indian Accounting Standards specified under Section 133 of the Act.
e) Based on the limited information available, we are unable to comment on whether any director is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164 (2) of the Act.
f) The matters described in the Basis for Disclaimer of Opinion section above, in our opinion, may have an adverse effect on the functioning of the Company.
g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, a separate report will be issued outlining the material weaknesses identified.
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