We were engaged to audit the standalone financial statements of PAE Limited ("the Company"), whichcomprise 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 theStandalone Statement of Cash Flows for the year then ended, and notes to the standalone financialstatements, 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 ourreport, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for anaudit opinion as to whether these standalone financial statements give a true and fair view in conformitywith 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 otheraccounting principles generally accepted in India.
We draw attention to the following material matters which severely restrict our ability to form an opinionon the financial statements:
1. Write-off of Quasi-Equity cum Deposit against Accumulated Losses: The Company haswritten 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 waspurportedly 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 Companyrecognized an operating income of Rs. 2,53,12,750/- from the "sale of rice" against a purchasevalue 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 mentionedin Point 2 above, the Company has made a provision and recommendation for a dividend of Rs. 0.2per fully paid-up equity share of Rs. 10/- each. In the absence of substantiated profits orunderlying liquid cash flows, the validity, legality, and appropriateness of this dividend declarationunder Section 123 of the Companies Act, 2013 cannot be ascertained.
4. Unverified Bank Balances: The Company has not provided any details, bank statements, orindependent bank balance confirmations for the balances purportedly held with various banks, withthe exception of HDFC Bank and Kotak Mahindra Bank, as of March 31, 2026. Due to the absence ofexternal confirmations (as required under SA 505 - External Confirmations), we are unable to verifythe 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 passedin the Annual General Meeting held on March 7, 2026, the Company altered its Object Clause to shiftfrom its historical automobile-based business to the "processing and trading of AgricultureCommodities." The lack of verified trade history in this newly adopted segment casts significantdoubt on the underlying operations and risk profile presented in the financial statements.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of thefinancial position, financial performance, total comprehensive income, changes in equity, and cash flowsof the Company in accordance with the Ind AS and other accounting principles generally accepted inIndia. This responsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls.
Our responsibility is to conduct an audit of the Company's standalone financial statements in accordancewith Standards on Auditing (SAs) issued by the Institute of Chartered Accountants of India and to issuean auditor's report. However, because of the matters described in the Basis for Disclaimer of Opinionsection of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basisfor 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 ofChartered Accountants of India together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the Act and the Rules thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the Code ofEthics.
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the CentralGovernment 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, wehave not been able to obtain all the information and explanations which to the best of our knowledgeand 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 havenot 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 OtherComprehensive Income), Standalone Statement of Changes in Equity, and the Standalone Statementof Cash Flow dealt with by this Report are in agreement with the books of account, though the booksare primarily supported by unverified journal vouchers.
d) In our opinion, the aforesaid standalone financial statements do not comply with the IndianAccounting Standards specified under Section 133 of the Act.
e) Based on the limited information available, we are unable to comment on whether any directoris 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, mayhave an adverse effect on the functioning of the Company.
g) With respect to the adequacy of the internal financial controls over financial reporting of theCompany and the operating effectiveness of such controls, a separate report will be issued outliningthe material weaknesses identified.