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Company Information

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PAE LTD.

08 June 2026 | 12:00

Industry >> Auto Ancl - Batteries

Select Another Company

ISIN No INE766A01026 BSE Code / NSE Code 517230 / PAEL Book Value (Rs.) 10.24 Face Value 10.00
Bookclosure 25/05/2026 52Week High 5 EPS 2.55 P/E 2.11
Market Cap. 0.70 Cr. 52Week Low 1 P/BV / Div Yield (%) 0.52 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

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:

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 ^ 253.13 Lakhs revenue from
operations and Net Profit of ^ 33.14 Lakhs as compared to previous financial year 2024-25 Nil revenue
from operations and Net profit of ^ 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 Agro¬
commodities. 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 ^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
^5,38,84,446/-
pertaining to quasi¬
equity 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.

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

financial statements.

2

Unverified Book Profit and
Revenue (Rice Trading)

Disclaimer

Opinion

of

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

Opinion

of

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

Opinion

of

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

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 long¬
term growth objectives.
The management
believes that the agro¬
commodities 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

Nil

development or import substitution etc.

In case of imported technology (imported during the last three years

Not applicable

reckoned from the beginning of the financial year)

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