TO
THE BOARD OF DIRECTORS PAE LIMITED
CIN : L46201MH1950PLC008152 OLD CIN : L99999MH1950PLC008152 REG. OFF : Level 1, Block A, Shivsagar Estate,
Dr. Annie Besant Road, Worli ,
Mumbai, Maharashtra, India - 400018.
CORPORATE OFFICE :
A-1115, TITANIUM BUSINESS PARK,
B/H DIVYABHASKAR PRESS, MAKARBA AHMEDABAD - 380051
Report on the Audit of the Standalone Financial Statements
Disclaimer of Opinion
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.
Managements Responsibility for the Standalone Financial Statements
The Companys 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.
Auditors Responsibilities for the Audit of the Standalone Financial Statements
Our responsibility is to conduct an audit of the Companys standalone financial statements in accordance with Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India and to issue an auditors 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 (Auditors 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.
ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report of even date)
Clause Particulars / Matters required to be reported |
Auditors Remarks & Findings |
(i) Property, Plant and Equipment and Intangible Assets: |
Not Applicable: There were no fixed assets. |
(a) Maintenance of records |
|
(b) Physical verification |
|
(c) Title deeds |
|
(d) Revaluation of assets |
|
(e)Proceedings under Benami Act |
|
(ii) Inventory: |
The management recognized agro-commodity trading transactions entirely via book entries. No physical inventory existed at year-end, and no physical verification was conducted. |
(a) Physical verification of inventory |
|
(b) Working capital limits |
|
(iii) Investments, Loans, Advances, Guarantees: |
Not Applicable: Based on available records, the Company has not made material new investments or granted loans |
(a) to (f) Details of loans and investments made. |
requiring reporting under this clause during the year. |
(iv) Compliance of Sec. 185 and 186: Loans to directors and related parties. |
Sections 185 and 186 of the Companies Act, 2013 regarding loans, investments, guarantees, and security is not applicable for the financial year under review. |
(v) Deposits: Compliance with RBI directives and Sec 73 to 76. |
Not Applicable: The Company has not accepted public deposits. |
(vi) Cost Records: Maintenance of cost records u/s 148(1). |
Not Applicable: The Central Government has not prescribed the maintenance of cost records for the Companys current operations. |
(vii) Statutory Dues: (a) Regularity in depositing undisputed dues (b) Disputed statutory dues pending |
Due to the NCLT extinguishment, there are no reported disputed statutory dues pending. |
(viii) Unrecorded Income: Surrender/disclosure of undisclosed income. |
Not Applicable: No unrecorded income was surrendered during tax assessments. |
(ix) Repayment of Borrowings: (a) to (f) Defaults, utilization of funds. |
The Company does not hold loans from financial institutions, banks, or government, and has not issued debentures. It has not been declared a willful defaulter. No term loans were obtained. No short-term funds were utilized for long-term purposes. No funds were taken for / pledged against subsidiaries or joint ventures |
(x) Issue of Capital / Preferential Allotment: (a) IPO/ FPO utilization (b) Preferential allotment compliance |
Not Applicable: The Company has not raised money by way of initial public offer or preferential allotment during the year. |
(xi) Fraud: (a) Fraud by/on the company (b) Report u/s 143(12) (c) Whistle-blower complaints |
(a) As noted in our Basis for Disclaimer of Opinion, the Company recorded revenue and purchase entries without substance. Other than this, no specific fraud was noticed. (b) No Form ADT-4 has been filed. (c) We have not received any whistle blower complaints |
(xii) Nidhi Company: Compliance with Nidhi Rules. |
Not Applicable. |
(xiii) Related Party Transactions: Compliance with Sec 177 and 188. |
RPT have been attached herewith for your reference. |
(xiv) Internal Audit System: (a) Adequacy of internal audit (b) Consideration of reports |
(a) : In our opinion, the Company does not have an internal audit system commensurate with its size and nature. (b) : We were not provided with any reports of internal |
| auditors for the period. | |
(xv) Non-Cash Transactions: Directors or connected persons. |
Not Applicable. |
(xvi) Registration with RBI: Sec 45-IA of RBI Act. |
Not Applicable: The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. |
(xvii) Cash Losses: Incurred in financial year. |
The company has not utilized any revaluation reserve to set off losses |
(xviii) Resignation of Statutory Auditors: |
Not Applicable: There has been no resignation of the statutory auditors during the year. |
(xix) Material Uncertainty: Financial capability to meet liabilities. |
There is no Adverse effect |
(xx) Corporate Social Responsibility (CSR): Unspent amount transfers. |
Not Applicable: The Company does not meet the thresholds for CSR applicability under section 135 of the Act. |
(xxi) Consolidated Financial Statements: |
Not Applicable: This report is on the Standalone Financial Statements. |
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
(Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013)
Disclaimer of Opinion on Internal Financial Controls
We were engaged to audit the internal financial controls over financial reporting of PAE Limited ("the Company") as of March 31, 2026, in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI. These responsibilities include the design, implementation, and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. However, due to the matters described in the Basis for Disclaimer of Opinion section below, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.
Basis for Disclaimer of Opinion
As detailed in the Basis for Disclaimer of Opinion section of our main audit report.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order,2020("the Order") issued by the Central Government of India in terms of sub section (11) of section 143 of the Companies Act, 2013. We give in the Annexure A statements on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable.
As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained 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, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet, the Statement of Profit and Loss, and dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the representations received none of the directors is disqualified as 31/03/2026 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B".
(g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. There are no pending litigations affecting the financial position of the company.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.
iii. No amounts has been transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The management has represented that, to the best of its knowledge and belief, other than as disclosed in the disclaimer opinion & notes to the accounts, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The management has represented, that, to the best of its knowledge and belief, other than as disclosed in the disclaimer opinion & notes to the accounts, no funds have been received by the company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in
writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and (c) Based on audit procedures which we considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.
v. The Board of Directors has recommended dividend of Rs. 0.20/- per fully paid up equity share of Rs.10/- each for the financial year ended March 31, 2026. This payment of dividend is subject to approval of members of the Company at ensuing Annual General Meeting of the Company.
vi. For holding company as regard report on audit trail (Rule 11g) we report that as per provision to rule 3(1) of the companies (Account) Rules 2014 is applicable for the company where effect from 01/04/2023. We report as under:-
Based on our examination, which included test checks, and other generally accepted audit procedures performed by us, we report that the company has used an accounting software Tally for maintaining its books of account which has no feature of recording audit trail (edit log) facility hence the same has not operated throughout the year for all relevant transactions recorded in the software for the period from 01/04/2025 to 31/03/2026. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with as no audit trail software facility.
Additionally, the audit trail has not been preserved by the Company as in absence of audit trail software facility.
Disclaimer of Opinion
Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph above, we are unable to obtain sufficient appropriate audit evidence to provide a basis for our opinion on whether the Company had adequate internal financial controls over financial reporting and whether such controls were operating effectively as at March 31, 2026. Accordingly, we do not express an opinion on the Companys internal financial controls over financial reporting.
For J.M. Patel & Bros.
Chartered Accountants
Firm Registration No.: 107707W
Sd/-
CA J. M. Patel
Proprietor
Membership No.: 030161 UDIN: 26030161UIHXZM6533 Place: Ahmedabad Date: 23/04/2026
PAE LIMITED
CIN: L46201MH1950PLC008152
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
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132, PMS SEBI Regn. No: INP000002213,IA SEBI Regn. No: INA000000623, SEBI RA Regn. No: INH000000248, DP SEBI Reg. No. IN-DP-185-2016, BSE Enlistment Number (RA): 5016
ARN NO : 47791 (AMFI Registered Mutual Fund & Specialized Investment Fund Distributor), PFRDA Reg. No. PoP 20092018

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.