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PAE Ltd.

Directors Report

BSE: 517230ISIN: INE766A01026INDUSTRY: Auto Ancl - Batteries

BSE   Rs 29.48   Open: 29.48   Today's Range 29.48
29.48
 
NSE
Rs 7.05
+0.60 (+ 8.51 %)
+1.40 (+ 4.75 %) Prev Close: 28.08 52 Week Range 6.90
28.08
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 2.95 Cr. P/BV -0.57 Book Value (Rs.) -51.38
52 Week High/Low (Rs.) 28/7 FV/ML 10/1 P/E(X) 8.90
Bookclosure 11/05/2026 EPS (Rs.) 3.31 Div Yield (%) 0.68
Year End :2025-03 

Your directors have pleasure in presenting the 75th Annual Report of your Company together with the
Audited Financial Statements for the year ended March 31, 2025.

STATE OF AFFAIRS OF THE COMPANY

Your Company was in the business of sales and service of Lead Storage Batteries, Power Backup
Systems and Automotive parts.

The Company has been revived from CIRP pursuant to Order passed by Hon'ble NCLT, Mumbai Bench
dated 27th November, 2024, approving the Resolution Plan of the Successful Resolution Applicant Mr.
Jatin Ramanbhai Patel. Implementation and Monitoring Committee was appointed to handover the
Company's Management to the Board of Directors. The Board of Directors of the Company was
appointed as on 18th February, 2025.

FINANCIAL HIGHLIGHTS:

Particulars

Year Ended
31.03.2025

Year Ended
31.03.2024

Revenue from Operations

0

0

Other Income

61,422.24

8.36

Total Revenue

61,422.24

8.36

Cost of Raw Materials Consumed

0

0

Purchase of Stocks in Trade

0

0

Changes in inventories of Finished
Goods and Work in Progress

0

0

Employee Benefits Expenses

0

16.32

Finance Costs

1.21

33.73

Depreciation and Amortization

0

0.01

Other Expenses

60,072.89

25.38

Total Expenses

60,074.10

75.43

Profit/(Loss) before tax

1,348.14

(67.07)

Exceptional items

0

(1.13)

Tax Expense

0

0

Net Profit/(Loss) after tax

1,348.14

( 68.21)

Other Comprehensive
Income/(Expenses)

0

0.83

Total Comprehensive Income for the
year

1,348.14

(67.38)

Earnings per share

12.94

(0.65)

For the financial year ended 31st March, 2025, your Company has reported NIL revenue from
operations and Net Profit of ^ 1,348.14 Lakhs as compared to previous financial year 2023-24 where
revenue from operations were reported NIL and Net Profit was ^ ((67.38)) Lakhs.

DIVIDEND

Your directors do not propose any dividend for the year under review.

SHARE CAPITAL & LISTING

The Paid-up Equity Share Capital as at 31st March, 2025 stood at 1,04,19,600 equity shares of Rs. 10
each and 91,00,000 Preference shares of Rs. 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.

Henceforth, New Paid-up capital of the company stood at 1,00,00,000/- consisting of 10,00,000 shares
of Rupees 10/- each.

The Company's Equity Shares are listed on the BSE Limited (“BSE”). The trading in Equity Shares has
been suspended due Procedural reasons.

Further, the Company has received listing approval for 10,00,000 shares of Rs. 10/- per share as on
November 28, 2025. The corporate action is still under process for these shares.

BOARD MEETINGS

Since the Board was appointed on 18 February 2025, no Board or Committee meetings could be
held for the financial year 2024-25
. However, the Monitoring Committee continued to meet and
approve necessary matters until the new Board assumed control.

CORPORATE GOVERNANCE

Your directors believe that corporate governance is an ethically driven business process that is
committed to values aimed at enhancing the growth of your Company. The endeavour is to continue
and move forward as a responsible and sustainable Company in order to attract as well as retain talents,
investors and to maintain fulfilling relationships with the communities and take all possible steps in
the direction to re-write a new future for your Company.

We are committed to achieve the highest standards of ethics, transparency, corporate governance and
continue to comply with the code of conduct framed for the Board and senior management under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,2015,and have maintained high
standards of corporate governance based on the principle of effective implementation of internal
control measures, adherence to the law and regulations and accountability at all levels of the
organization.

Your Company's corporate governance practices are driven by effective and strong Board oversight,
timely disclosures, transparent accounting policies and high levels of integrity in decision making. The
corporate governance report of the Company for the Year Under Review as required under the
applicable SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, is attached
hereto and forms part of this report. The requisite certificate from Secretarial Auditors,
M/s J V
Wadhwani & Associates, Company Secretaries
, confirming compliance with the conditions of
Corporate Governance is attached to the Corporate Governance Report.

GENERAL RESERVES

During the year under review, no amount has been transferred to General Reserves.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March
31, 2025 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, 2025.

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.

AUDIT AND AUDITORS

? STATUTORY AUDITORS

The Statutory Audit for FY 2024-25 was conducted by G. P. Kapadia & Co., Chartered Accountants
(Firm Registration No.: 104768W).
The Monitoring Committee of the Company at their 6th meeting
held on the 25th February 2025 (Tuesday) through video conference (VC) , had approved the re¬
appointment of G.P. Kapadia & Co., Chartered Accountants (Firm Registration No.: 104768W), to
conduct the statutory audit and Limited review for each quarter for the financial year 2024-25.

The Audit Report issued by M/s. G.P. Kapadia & Co. on the financial statements for the financial year
2024-25 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.

Further, the Board of Directors in its meeting held on Wednesday i.e. July 25, 2025, approved the
appointment of M/s. J M Patel & Bros, Chartered Accountants (Firm Registration No. 107707W) as the
Statutory auditor of the Company for a period of five years from financial Year 2025-26 to financial year
2029-30, subject to approval of shareholders in ensuing Annual General Meeting of the company.

The Auditor has carried out statutory Audit of the standalone financials and has issued a modified
opinion (disclaimer of opinion).

? 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 Company has appointed
M/s J V Wadhwani & Associates Company Secretaries in Practice (FCS No.: 12338) to undertake the
Secretarial Audit of the Company for the Financial year 2024-25.

The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual
Report as
Annexure II.

Further, the Board of Directors in its meeting held on Wednesday i.e. July 25, 2025, approved the
appointment of M/S Kamlesh. M. Shah, Practicing Company Secretary, having Membership no. ACS:

8356 and COP No. 2072 as the secretarial auditor of the Company for a period of five years from
financial Year 2025-26 to financial year 2029-30, subject to approval of shareholders in ensuing Annual
General Meeting of the company.

? 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.

BUSINESS SEGMENT

The Company is engaged in Sale & Service of Lead Storage Batteries, Power Back up System &
Automotive Parts.

PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS

During the year under review, Company has neither granted any loans or guarantee or security nor
made any Investments which fall under the provisions of Sections 185 and 186 of the Companies Act,
2013.

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, 2025, will be accessible on our website
https://www.paeltd.com/annual-returns.html. , once the same is submitted to Registrar of
Companies. 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, 2025, 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

https://www.paeltd.com/assets/paedoc/Policies/Related%20Party%20Transactions%20Poli
cy.pdf.

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

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived
pursuant to Resolution Plan approved by hon'ble NCLT Mumbai Bench Order dated November 27, 2024.

During the previous financial year 2024-25, the management and control of the Company were under
the supervision of the Resolution Professional. The new management was appointed on 18.02.2025.

Pursuant to the NCLT Order and the Board Resolution passed on April 14, 2025 all existing shares i.e.
1,04,19,600 equity shares of Rs. 10 each and 91,00,000 Preference shares of Rs. 10 each held by existing
shareholders were cancelled and extinguished. Allotment of 50,000 ordinary equity shares of Rs. 10
each was made to existing public shareholders in the ratio of 1: 98.35 as on record date i.e. 4th March,
2025.

Further the Board in its meeting held on April 14, 2025 approved the allotment of 950,000 equity
shares of Rs. 10/- each to the new Promoters and Promoter Group (As mentioned in the Resolution
Plan) of the Company.

The listing approval from BSE was received on 28th November, 2025.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business in the financial year 2024-25.

BOARD EVALUATION

The Company was undergoing Corporate Insolvency Resolution Process (CIRP) and has been revived
pursuant to Resolution Plan approved by hon'ble NCLT Mumbai Bench Order dated November 27, 2024.

During the previous financial year 2024-25, the management and control of the Company were under
the supervision of the Resolution Professional. The new management was appointed on 18.02.2025.

As the first meeting of the Board of Directors was held on April 14, 2025 Board Evaluation for the FY
2024-25 under review was not carried out.

MEETING OF THE INDEPENDENT DIRECTORS

There was no meeting of Independent Directors during the previous financial year 2024-25,

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.

NUMBER OF MEETINGS OF THE BOARD

There was no meeting of Board of Directors during the previous financial year 2024-25, as the
management and control of the Company were under the supervision of the Resolution Professional
(Implementation & Monitoring Committee).

NUMBER OF MEETINGS OF THE BOARD COMMITTEES

There was no Committee meetings held during the previous financial year 2024-25.

BOARD COMMITTEES

The Board has following Committees, viz,

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination and Remuneration Committee

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.

MANAGEMENT

There is a change in management of the Company post completion of CIRP Process as per direction
issued by NCLT, Mumbai bench. The detail of new management has been provided elsewhere in the
Annual Report.

BOARD OF DIRECTORS

There was a change in entire Board due to change in management as per directions issued by hon'ble
NCLT, Mumbai vide it's order dated 27thNovember, 2024.

Following are the details of changes in Board during the year till December 31, 2025 -

Sr. No

Name of Director

Designation

Date of
Appointment

Date of
Resignation

1.

Nimeshkumar
Ganpatbhai Patel

Managing Director

18/02/2025

2.

Jatinbhai Patel

CFO & Executive
Director

18/02/2025

3.

Ziral Soni

Additional Non¬
Executive
Independent
Director

18/02/2025

31/03/2025

4.

Nandish

Shaileshbhai Jani

Additional Non¬
Executive
Independent
Director

18/02/2025

27/08/2025

5.

Rajesh Chinubhai
Sutaria

Additional Non¬
Executive
Independent
Director

18/02/2025

02/09/2025

6.

Priyanka Joshi

Additional Non¬
Executive
Independent
Director

14/04/2025

27/08/2025

7.

Akash Nareshbhai
Patel

Additional Non¬
Executive
Independent
Director

06/08/2025

8.

Bhargavi Dilipbhai
Gupta

Additional Non¬
Executive
Independent
Director

06/08/2025

9.

Mayankkumar

Additional Non-

02/09/2025

-

Ashokbhai Sedani

Executive

Independent

Director

There has been Deemed Resignation of following person in such designation in the MONITORING
COMMITTEE
meeting of company:

Sr. No

NAME

DESIGNATION

DATE OF
RESIGNATION

1.

Pritam Arvind Doshi

Managing Director & Chairman

18/02/2025

2.

Dipen Yashwantkumar Jhaveri

Non-Executive Independent Director

18/02/2025

3.

Anoop Anil Doshi

Non-Executive Independent Director

18/02/2025

4.

Priyadarshani Arvind Doshi

Non-Executive Independent Director

18/02/2025

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. Nimeshkumar
Ganpatbhai Patel
(DIN-10939411) Managing 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 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.

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.

Change in the composition of Board and KMP during the current financial has been provided herein
below:

DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR

Sr. No

Name of Director

Designation

Date of
Appointment

Date of
Resignation

1.

Nimeshkumar
Ganpatbhai Patel

Managing Director

18/02/2025

2.

Jatinbhai Patel

CFO & Executive
Director

18/02/2025

3.

Ziral Soni

Additional Non¬
Executive
Independent
Director

18/02/2025

31/03/2025

4.

Nandish

Shaileshbhai Jani

Additional Non¬
Executive
Independent
Director

18/02/2025

5.

Rajesh Chinubhai
Sutaria

Additional Non¬
Executive
Independent
Director

18/02/2025

6.

Sarah Eugene
Kantharia

Company Secretary
and Compliance
Officer

18/02/2025

There has been Deemed Resignation of following person in such designation in the MONITORING
COMMITTEE
meeting of company:

Sr. No

NAME

DESIGNATION

DATE OF
RESIGNATION

1.

Pritam Arvind Doshi

Managing Director & Chairman

18/02/2025

2.

Dipen Yashwantkumar Jhaveri

Non-Executive Independent Director

18/02/2025

3.

Anoop Anil Doshi

Non-Executive Independent Director

18/02/2025

4.

Priyadarshani Arvind Doshi

Non-Executive Independent Director

18/02/2025

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. 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 that they are independent of the management.

PERFORMANCE EVALUATION

As the Board of Directors was appointed with effect from February 18, 2025, the Annual Performance
Evaluation was not carried out by the Company.

POLICIES

All the Policies adopted by the Board have been mentioned in the Corporate Governance Report.
FAMILIARISATION PROGRAM FOR DIRECTORS

As a practice, all new directors (including independent directors) inducted to the Board are given a
formal orientation.

The familiarisation programme for the independent directors is customised 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 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 familiarisation programme for independent directors is also available on the website of the
company.

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://www.paeltd.com/assets/paedoc/Policies/Nomination%20and%20Remuneration%20
Policy.pdf SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR
COURTS

Following are the details of Orders passed by Regulators, Tribunals or Courts -

The Company, PAE Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has
been revived pursuant to an approved Resolution Plan.

Pursuant to the Resolution Plan approved by the Hon'ble NCLT, Mumbai bench vide Order No- CP (IB)
No. 1074/MB/2023 on November 27, 2024, all existing shares i.e., 1,04,19,600 equity shares of Rs. 10
each and 91,00,000 Preference shares of Rs. 10 each held by existing shareholders are to be cancelled
and extinguished and of 50,000 ordinary equity shares of Rs. 10 each are to be allotted to existing public
shareholders in the ratio of 1 : 98.35 as on record date i.e. 4th March, 2025 and 950,000 equity shares
of Rs. 10/- each are to be allotted to the new Promoters and Promoter Group (As mentioned in the
Resolution Plan) of the Company.

CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

The Resolution Plan issued by honourable NCLT, Mumbai bench has been successfully implemented.
Change in management has already been implemented and also the fresh Capital has been infused. The
Company has received Listing approval and is awaiting Trading approval from BSE.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:

The Paid-up Equity Share Capital as at 31st March, 2025 stood at 1,04,19,600 equity shares of Rs. 10
each and 91,00,000 Preference shares of Rs. 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.

Henceforth, New Paid-up capital of the company stood at 1,00,00,000/- consisting of 10,00,000 shares
of Rupees 10/- each.

The Company has received Listing approval and is awaiting Trading approval from BSE.

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 31st March 2025, 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, 2025 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.

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.

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 2024-25.

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.

The Board Diversity Policy has been posted on the website of the company on
https://www.paeltd.com/assets/paedoc/Policies/Board%20Diversity%20Policy.pdf

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

https://www.paeltd.com/assets/paedoc/Policies/Whistle%20Blower%20Policy.pdf

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 31st March, 2025 made under the provisions of Section 92(3) of the
Act will be available on Company website link
https://www.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 01 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.

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 of 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 Yashree Dixit & Associates for the FY 2024-25 has been
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, 2025.

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 have any Foreign Direct Investment (FDI) nor invested as any Downstream
Investment in any other Company in India.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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 criteria specified in sub-section (1) of section 135 of the Act,
your Company is not required to constitute a Corporate Social Responsibility (“CSR”) Committee.

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.

Accounting Software for maintaining its books of account for the financial year ended March 31, 2025
was used which has a feature of recording audit trail (edit log) facility for all relevant transactions
recorded in the software.

The Company, PAE Limited, was undergoing Corporate Insolvency Resolution Process (CIRP) and has
been revived pursuant to an approved Resolution Plan. During the previous financial year, the
management and control of the Company were under the supervision of the Resolution Professional.

Therefore, for the financial year ended March 31, 2025 the Board is unable to comment on effectiveness
of the audit trail.

The new management which was appointed on 18.02.2025 as per the resolution plan dated November
27, 2024, endeavours to comply with the said rule hereafter.

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.

By order of the Board
For PAE LIMITED

S/d

Nimeshkumar Patel
DIN: 10939411

Chairman & Managing Director

 
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