PAE Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your directors have pleasure in presenting the 75^th 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 27^th 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 18^th 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 31^st 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 25^th 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 28^th 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 31^st 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

---

Mar 31, 2015

The Members,

The Directors presents their 65th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

STATE OF COMPANY'S AFFAIRS:

Your Company is in the business of sales and service of Lead Storage Batteries, Power Backup Systems, Automotive parts and Solar Photovoltaic Products. It has a nationwide network of 29 sales offices and warehouses and 109 peoples are providing sales and services to the customers' across India.

In the Lead Storage Battery segment, your Company markets its own brands of automotive and non-automotive batteries. Your Company markets a premium range of batteries known as ZENIDE and ZENIDE GOLD and it also markets AUTOZEN and POWERZEN standard range of batteries. These batteries are sold to end-users, OE customers and to battery dealers and power solution providers across India. PAE also provides battery charging service to its customers. The range of batteries includes automotive, motorcycle, tubular and sealed-maintenance-free and valve-regulated lead acid batteries.

Batteries sold across India are supported by its high-quality and prompt service network as well as its dealer network that is present in almost every state of India. The warranty claims process is built on a technology platform that enables customers to make warranty or service claims and gives suggestions by SMS, on its website as well as a toll free number.

In the Power Backup Systems segment, PAE Renewables Pvt. Ltd. (Wholly owned subsidiary of PAE) markets UPS, inverters, ELOS (Emergency Lift Operating Systems), and EPS (Emergency Power Systems). In addition to marketing, PAER also provides installation and after sales service to its customers.

Your company provides value to the manufacturer by reducing market risk, parts obsolescence risk and credit risk. Your company is in a better position to cater to rapid changes in the marketplace by keeping purchase and sales decision-making at the regional level. Further, using an advance and ever- changing information technology system, your company is able to adapt to market changes quickly.

FINANCIAL RESULTS

The financial highlights of the year are:

Particulars Standalone March March 2015 2014

Income from operation 7523 8655

Other Income 136 121

Total Income 7659 8776

Profit/(loss) before Interest, Depreciation, Tax and

Exceptional Items (714) (781)

Less Interest Expenses (433) (511)

Less Depreciation (73) (55)

Less Exceptional Items 113 --

Profit/(loss) before Tax ~ (1107) (1347)

Less Provision for Taxation 89 --

Net Profit/(Loss) after Tax (1019) (1347)

(Rs In Lacs) Consolidated March March 2015 2014

Income from operation 8193 9479

Other Income 186 107

Total Income 8379 9586

Proflt/(loss) before Interest, (399) (548) Depreciation, Tax and Exceptional Items

Less Interest Expenses (688) (727)

Less Depreciation (392) (384)

Less Exceptional Items 73 --

Profit/(loss) before Tax (1406) (1659)

Less Provision for Taxation 91 31

Net Profit/(Loss) after Tax (1316) (1628)

During the financial year 2014-15 the total income decreased by 12.73% to Rs.7,659 lacs as compared to last year's total income of Rs. 8,776 lacs. Loss before Tax increased accordingly by 17.82% to Rs. 1,107 lacs in the current year as compared to Rs. 1,347 lacs in the previous year. This was due to the decrease in sales and other operational activities of the Company, on account of difficult market conditions, financial crunch and challenging situation worldwide.

DIVIDEND AND BOOK CLOSURE:

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain close from Monday, August 10, 2015 to August 13, 2015 (both days inclusive) for the 65th Annual General Meeting of the Company scheduled to be convened on 13th August, 2015 at The Victoria Memorial School for the Blind, 73, Tardeo Road, Opp. Tardeo A/c market, Mumbai-400 034.

FINANCIAL SITUATION:

Reserves & Surplus

As at March 31,2015 Reserves and Surplus amounted to Rs. (Minus) 592.83 lacs as compared to Rs.463.83 lacs of previous year. The said scenario is due to inadequate profitability during the year under review and contribution of losses by the wholly owned subsidiaries.

Long Term Borrowings

There has been decrease in the Long Term Borrowings to Rs.175.63 compared to Rs.788.48 lacs as at March 31,2014.

Short Term Borrowings

The Short Term Borrowings also decreased to Rs.1,805 lacs as at March 31,2015 as compared to Rs.2,302.70 lacs as at March 31,2014.

Fixed Asset

Net Fixed Assets as at March 31, 2015 have decreased to Rs.607.62 lacs as compared to Rs.825.88 lacs in the previous year.

Investments

Investments are at Rs. 2,001.93 lacs as on March 31,2015 as compared to last year Rs.2,001.80 lacs.

Authorised Capital

The current Authorised Share Capital of the Company is Rs. 25.00. 00.000 (Rupees Twenty Five Crores) divided into 1.50.00. 000 (One Crore Fifty lacs) Equity shares of Rs.10/- each and 1,00,00,000 (One Crore ) Preference shares of Rs.10/- each.

The company with approval of members at the 64th Annual General Meeting increased the Authorised Capital to the tune of Rs.5,00,00,000/- (Rupees Five Crores) by creation of

50.00. 000 lacs Preference Shares of Rs.10/- each ranking pari-passu to the existing Preference Shares.

Equity Shares

The paid up Equity share capital of the Company as on March 31,2015 was Rs.9,94,96,000/- comprising of 99,49,600 equity shares of Rs. 10/- each.

During the year the company issued and allotted 4,30,000 equity shares on conversion of 4,30,000 11% Optionally Convertible, Cumulative Redeemable Preference Shares (OCCRPS) Rs.10 each as requested by Preference Shareholders.

Preference Shares

The paid up Preference share capital of the Company as on March 31, 2015 was Rs.8,47,00,000/- comprising of

80.00. 000 11% Non-Convertible, Cumulative, Redeemable Preference shares of Rs.10/- each and 4,70,000 11% Optionally Convertible, Cumulative Redeemable Preference Shares (OCCRPS) Rs.10 each.

BOARD OF DIRECTORS MEETINGS :

The Board normally meets once in a quarter and additional meetings are held as and when required. During the year, the

Board of Directors met 4 times i.e. on May 23, 2014, August 08, 2014, November 10, 2014 and February 06, 2015. The dates of Board Meetings were generally decided in advance with adequate notice to all Board Members.

APPOINTMENT / RESIGNATION OF DIRECTORS (SECTION 168(1)) AND KEY MANAGERIAL PERSONNEL (KMP):

During the year:

1) Dr. Mrs. Pratibha A. Doshi was appointed as Additional Director on the Board of the Company with effect from May 23, 2014 and her appointment was regularised by the Shareholders at the 64th Annual General Meeting of the Company.

2) Mr. Dilip J. Thakkar, Independent Director had resigned from the directorship of the Company with effect from September 24, 2014 and

3) Mr. Vishal Totla, Company Secretary of the Company had resigned with effect from March 30, 2015.

The Board of Directors accepted their resignations and given them best wishes for their future endeavors.

Dr. Mrs. Pratibha A. Doshi is retiring by rotation and being eligible offers herself for reappointment.

The Members had approved appointment of Mr. Pritam A. Doshi as Managing Director of the Company at the 60th AGM for a period of five years upto March 31,2015. The Board of Directors at its meeting held on May 29, 2015 had re- appointed him as Managing Director for further term of 3 years subject to approval of the Members at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act, 2013, the Company has received declarations from Dr. Rajendra Nath Mehrotra, Mr. Karthikeyan Muthuswamy and Mr. John O Band, Independent Directors confirming that they meet the criteria of independence as specified in Section 149(6) of the Act.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THE COMPANIES ACT, 2013:

The Board of Directors of your Company in consultation with Nomination and Remuneration Committee had formulated and adopted Code for Independent Directors and which contains policy on director's appointment and remuneration including criteria for determining qualification, positive attributes and independence of directors.

Board of Directors of the Company duly consider appointment of the Directors in adherence with the policy prescribed under the code of independent directors and provisions of section 178(3) of the Companies Act, 2013.

The Company has an Independent Audit Committee comprising of 3 (three) Independent Directors and 1 (one) Executive Director. Consequent upon resignation of Mr. Dilip J. Thakkar, Dr. Rajendra Nath Mehrotra was appointed as a Chairman of the Audit Committee with effect from November 10, 2014. Mr. Karthikeyan Muthuswamy, Mr. John O. Band, Independent Directors and Mr. Pritam Doshi, Managing Director of the Company are Members of the Committee. All the members of the Audit Committee are financially literate. In view of their professional qualification and experience in finance, all are considered to have financial management and accounting related expertise. Terms of reference of the Audit committee are elaborated in the Corporate Governance report which forms the part of this Annual Report.

EVALUATION OF PERFORMANCE OF BOARD:

During the year a separate Meeting of Independent Directors of the Company was held on 28th March, 2015, which was attended by all the Independent Directors to discuss and review the self-assessment of Directors, Board and Committees thereof and also assessed the quality, content and timeliness of flow of information between the Management and the Board

DIRECTORS RESPONSIBILITY STATEMENT:

The Board of Directors confirms that:

(a) in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating.

LOANS MADE, GUARANTEES GIVEN OR INVESTMENTS IN SECURITIES BY THE COMPANY:

Particulars of loans made, guarantees given or investments in securities by the Company are provided in the Note 19 of notes to the Financial Statements.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORM ALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:

During the year there was no related party transactions of material nature that may have a potential conflict with interests of the Company, all transactions with related parties were in the normal course of business. On recommendation of Audit Committee the Board ratifies all the related party transactions on quarterly basis. The details of the transactions are annexed herewith as 'Annexure- I' in the prescribed Form AOC-2.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

Since the Company does not own any manufacturing facility or unit, hence disclosures with respect to conservation of energy, technology absorption being not relevant, have not been given. During the year the foreign exchange outgo was Rs.0.49 lacs and foreign exchange earnings were Nil.

MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments has been done my management affecting the financial position of the Company between the end of the financial year of the company to which the financial statements relates and the date of the report.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements, the audited consolidated financial statement is provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it is suffering losses since last three consecutive years, hence disclosure in this regard are not provided.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):

The Board of directors of the Company believes in conducting all its affairs in a fair and transparent manner, by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The directors are committed to comply with the laws and regulations to which it is subject. For this, it has put in place systems, policies and procedures to interpret and apply these laws and regulations in the organizational environment. In consonance with the object of transparency and good governance, the board of directors of the company formulated and adopted "Whistle Blower Policy and Vigil Mechanism"

The organization's internal controls and operating procedures are intended to detect and prevent improper activities. In this regard, the Company believes in developing a culture where it is safe for all the Directors/Employees to raise concerns about any poor or unacceptable practice and any event of misconduct. These help to strengthen and promote ethical practices and ethical treatment of all those who work in and with the organization.

The main objective of this Policy is to provide a platform to Directors and Employees to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the group which have a negative bearing on the organisation either financially or otherwise.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES REMUNERATION (SECTION 197(12)):

Details pertaining to remuneration as required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerial personnel) rules, 2014 are provided in 'Annexure-II' to the Board's Report.

DISCLOSURES:

Disclosures pertaining to remuneration to directors and other details as required under Section 197(12) of the Act read with Rule 5(1 ) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Pertaining the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the board of directors do hereby declare that:

(i) No employee throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees;

(ii) No employee for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month;

(iii) No employee throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

SUBSIDIARY COMPANIES:

The Company has three unlisted subsidiary companies and two step down foreign based subsidiaries. PAE Renewables Private Limited, PAE Infrastructure Private Limited and Shurjo Energy Private Limited are the Indian wholly owned subsidiaries of the company. Sovox Renewables Pte. Ltd., Singapore is wholly owned subsidiary of PAE Renewables Pte. Ltd., Singapore (PAER, Singapore) and PAER, Singapore is wholly owned subsidiary of PAE Renewables Pvt. Ltd. and both are step down subsidiaries of the Company.

Shurjo Energy Limited (SEPL):

SEPL has been manufacturing solar panels and industry currently in a challenging situation worldwide. During the year SEPL reported a lower turnover of Rs. 2.45 lacs compared to Rs. 6.90 lacs last year. As at March 31,2014 the accumulated losses in SEPL have exceeded its net worth by Rs. 426.47 lacs.

PAE Renewables Private Limited (PAER):

During the year under review, PAER sold its 24.39% stake in Sovox Renewables Private Limited. During the year PAER reported lower turnover of Rs. 732.31 lacs compared to last year turnover of Rs.899.06 lacs. The company incurred loss of Rs. 45.73 lacs comparatively loss for the last year amounting to Rs. 70.56 lacs due to heavy cost of finance and operating expenses.

PAE Infrastructure Private Limited ("PAE Infra"):

PAE Infra achieved higher turnover of Rs.2.32 lacs as compared to last year turnover of Rs.2.11 lacs. The net profit accordingly high amounting to Rs. 0.46 lacs as compared to last years net profit of Rs.0.30 lacs.

Sovox Renewables Pte. Ltd. (Sovox, Singapore)

Sovox, Singapore wholly owned subsidiary of PAER, Singapore have achieved turnover of USD 903,283 compared to last year's turnover of USD 33 and accordingly earned profit amounting to USD 891,660 compared to last year's losses of USD 9,185.

PAE Renewables Pte. Ltd (PAER, Singapore):

PAER, Singapore wholly owned subsidiary of PAE Renewables Pvt. Ltd., India, have incurred losses of USD 914,295 compared to last year's losses of USD 10,844 due to Non-operation and Administrative Expenses. During the year under review PAER entered.

Pursuant to Section 129(3) read with rule 5 of Companies (Accounts) Rules, 2014, the Statement containing salient features of the financial statement of subsidiary companies is provided in the Annual Report as per Form AOC-1.

DEPOSITS COVERED UNDER CHAPTER-V OF THE COMPANIES ACT, 2013:

The Company had accepted deposits prior to the commencement of Companies Act, 2013. In terms of section 74(1)(b) of the Companies Act, 2013 such deposits amounting to Rs.259.84 Lacs have been repaid during the year and an amount of Rs.307.69 Lacs are pending for due for the period under review. The deposits pending for due will be repaid on the respective due dates as per the terms of acceptance of the same, in terms of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014.

During the year, the Company has not accepted any new deposits from public in terms of section 73 of the Companies Act, 2013.

No deposits were accepted by the subsidiary companies incorporated in India except in case of Sovox Renewables Private Limited, where it has accepted deposits of Rs 15.00 lacs from individuals during the financial year, however it has not made any compliances related to the provisions of Section 73 to 76 of the Companies Act, 2013, Companies (Acceptance of Deposits) Rules, 2014.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report.

M/s. K. S. Aiyar & Co., Chartered Accountants, the Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2015-2016 for the approval of the Members.

With reference to "Basis for Qualified Opinion" in Standalone Audit Report pertaining to company's investment of Rs.785.55 Lacs and loans and advances of Rs.655.47 lacs in its subsidiary, Shurjo Energy Pvt. Ltd.(SEPL), the management is of opinion that no diminution is required in company's long term strategic investment in the subsidiary company and the company is considering diversification plan in its activities. Also the loans and advances given to SEPL are considered likely to be recoverable.

Further, The carrying cost of company's investment of Rs.1176 lacs in its subsidiary, PAE Renewables Pvt. Ltd.(PAER) which in turn has invested in it's step down wholly owned subsidiary, Sovox Renewables Pvt. Ltd., India (Sovox). The management is of the opinion that, loss arising out of the sale transaction and impact of its on PAER investment is not presently ascertainable. The same will be considered on completion of sale transactions of shares.

Further, the report of independent auditors on standalone and consolidated financial statements are presented in a separate section forming part of the Annual Report .

The Company undertaken Secretarial Audit for the year 2014- 15 which, inter alia, includes audit of compliance with the Companies Act, 2013, and the Rules made under the Act, Listing Agreement and Regulations and Guidelines prescribed by the Securities and Exchange Board of India and Foreign Exchange Management Act, 1999. The Secretarial Audit Report issued by M/s. Shravan Gupta & Associates, Practicing Company Secretary is enclosed herewith as Annexure-III

HUMAN RESOURCES:

Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives. The Company has a dedicated team of employees at various locations across our corporate office and branch offices (including Subsidiary companies) spread across the country. The Company strives to inculcate the culture where its employees

are motivated and their performance is aligned with values. Company has achieved this present level of excellence through the commitment and dedication exhibited by its employees. The focus on improving productivity and adoption of best practices in every area are being pursued relentlessly. Efforts for active participation, nurturing creativity and innovation and ensuring a climate of synergy and enthusiasm have been at the core of Human Resource initiatives and interventions.

Your Company has adequate internal financial control and adopted Internal Financial Control Policy in order to maintain confidentiality of price sensitive information and internal

The Company has mechanisms to inform the Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risk through means of a properly identified framework. Risk management is an ongoing process and the Audit Committee will periodically review risk mitigation measures. The Board of Directors has not constituted a Risk Management Committee as is not mandatory to the company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI dated September 15, 2014.

The Board of Directors of the Company and the Audit Committee shall periodically review and evaluate the risk management system of the Company so that the management controls the risks through properly defined network.

Head of Departments shall be responsible for implementation of the risk management system as may be applicable to their respective areas of functioning and report to the Board and Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

There were no significant and material orders passed by the regulators and/or courts or tribunals during the year, but two suppliers (Creditors) of the Company had filed a winding up petition against the Company before Hon'ble Bombay High Court; M/s. Gabriel India Limited for outstanding dues of Rs.1.31 Cr. and M/s. Mahle Filter Systems India Limited for outstanding dues of Rs.1.31Cr. In respect to said matters the management of the Company has settled the matters with petitioners and signed Consent Terms for settlement

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and cooperation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.

For and be half of the Board of the Director

Sd/- Arvind A. Doshi Chairman

Place Mumbai Date 29th May 2015

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Mar 31, 2014

To the Members,

PAE Limited

The Directors wish to present the Sixty Fourth Annual Report of the Company together with the Audited Statements of Accounts for the financial year ended March 31,2014.

The Ministry of Corporate Affairs vide its Circular bearing number 1/19/2013-CL-V dated 4/4/2014 had clarified that for the financial year ended on March 31, 2014 the Balance Sheet, Statement of Profit and Loss, Board Report can be prepared in the formats of the Companies Act, 1956. ("1956 Act") hence all these reports are presented in the formats of 1956 Act.

FINANCIAL RESULTS

The financial highlights of the year are: (Rs In Lacs)

Particulars Consolidated March 2014 March 2013

Total Income 9,585.53 14,138.32

Profit/(loss) before Interest, Depreciation and Tax (547.91) (337.22)

Less Interest Expenses (726.44) (822.66)

Less Depreciation (384.44) (407.41)

Profit/(loss) before Tax (1,658.79) (1,567.29)

Less Provision for Taxation 30.38 74.43

Net Profit/(Loss) after Tax (1,628.41) (1,492.87)

Particulars Standalone March 2014 March 2013

Total Income 8,776.28 13,901.61

Profit/(loss) before Interest, (780.45) (192.58) Depreciation and Tax

Less Interest Expenses (511.05) (690.63)

Less Depreciation (55.31) (68.69)

Profit/(loss) before Tax (1.346.81) (951.90)

Less Provision for Taxation 00 6.52

Net Profit/(Loss) after Tax (1.346.81) (945.38)

PERFORMANCE REVIEW

During the financial year 2013-14 the total income decreased by 36.87% to Rs. 8,776.28 lacs as compared to last year''s total income of Rs. 13,901.61 lacs. Loss before Tax increased accordingly by 42.46% to Rs. (1,346.81) lacs in the current year compared to Rs. (945.38) lacs in the previous year. This was due to the decrease in sales and other operational activities of the Company, on account of difficult market conditions and financial crunch.

DIVIDEND

The Board of Directors does not recommend dividend on equity shares for the current financial year.

The register of members and share transfer books will remain closed from Monday, August 4, 2014 to Friday, August 8, 2014 both days inclusive. The Annual General Meeting of the Company is scheduled to be convened on Friday August 8, 2014.

SHARE CAPITAL AUTHORISED CAPITAL

The current Authorised Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore) divided into

1,50,00,000 (One Crore Fifty lacs) Equity shares of Rs. 10/- each and 50,00,000 (Fifty lacs) Preference shares of Rs. 10/- each.

The Board of Directors at its meeting held on May 23, 2014 had decided to increase the Authorised Capital to the tune of Rs. 5,00,00,000/- (Rupees Five Crores) by creation of 50,00,000 lacs Preference Shares of Rs. 10/- each ranking pari-passu to the existing Preference Shares.

EQUITY SHARES

The paid up Equity share capital of the Company as on March 31,2014 was Rs. 9,51,96,000/- comprising of 95,19,600 equity shares of Rs. 10/- each.

PREFERENCE SHARES

The Company had redeemed 50,00,000 8% Non- Convertible, Non-Cumulative Redeemable Preference shares of Rs. 10/- each on request of Preference Shareholders out of the proceeds of issue of 50,00,000 11% Non-Convertible, Cumulative, Redeemable Preference shares of Rs. 10/- each at par.

The paid up Preference share capital of the Company as on March 31,2014 was Rs. 5,00,00,000/- comprising of 50,00,000 11% Non-Convertible, Cumulative, Redeemable Preference shares of Rs. 10/- each.

The Board of Directors at its meeting held on May 23, 2014 had decided to issue and allot on Preferential basis

I. 9,00,000 (Nine lacs) 11% optionally Convertible, Cumulative, Redeemable Preference shares of Rs. 10/- each at par and

ii. 41,00,000 (Forty One lacs) 11% Non- Convertible, Cumulative, Redeemable Preference shares of Rs. 10/- each at par to the Promoters and/or their relatives subject to approval of Members at the ensuing Annual General Meeting of the Company.

The above increase in Authorised Capital and issuance of Preference Shares forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

DIRECTORS

Pursuant to the provisions of Sections 149(13) and 152 of the Companies Act, 2013 and circular of Securities and Exchange Board of India ("SEBI") dated 12th February, 2014 Independent Directors of the Company are not liable to retire by rotation. The term of office of Independent Director is five consecutive years on the Board of the Company, but he shall be eligible for re-appointment on passing the Special Resolution. Hence all the Independent Directors of the Company will be appointed for term of Five years commencing from August 8, 2014 to August 7, 2019.

Pursuant to the Companies Act, 2013 and the Articles of Association of the Company Mr. Arvind R. Doshi, Whole Time Director (Executive Chairman) retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Pursuant to the provisions of Companies Act, 2013 Dr. Mrs. Pratibha A. Doshi was appointed as an Additional Non-

Executive Woman Director of the Company liable to retire by rotation w.e.f. May 23, 2014. The Company has received notices under Section 160 of the Companies Act, 2013 from Members of the Company with requisite deposit signifying their intention to propose Mr. Dilip J. Thakkar, Mr. John O Band, Mr. Karthikeyan Muthuswamy Dr. Rajendra Nath Merohtra and Dr. Mrs. Pratibha A. Doshi as Directors of the Company.

The above appointment / re-appointment forms part of the notice convening the Annual General Meeting and the resolutions are recommended for your approval.

Brief resume of the Directors proposed to be appointed and re- appointed and other information as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges are part of Corporate Governance Report.

PUBLIC DEPOSIT

The amount of Fixed Deposits accepted from the public during the year under review is Rs. 41.58 lacs (including renewals). At the end of the year, there were 55 matured deposits for Rs. 14.87 lacs, which were not claimed by the depositors as on date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

The unclaimed deposits/interest on deposits lying with the Company for more than seven years will be transferred to Investor Education & Protection Fund as per Section 205C of the Companies Act, 1956.

Financial Situations

Reserves and Surplus

As at March 31, 2014 Reserves and Surplus amounted to Rs. 463.83 lacs as compared to Rs.1,832.96 lacs of previous year.

Long Term Borrowings

There has been increase in the Long Term Borrowings to Rs. 788.48 lacs as at March 31,2014 as compared to Rs. 742.80 lacs as at March 31,2013.

Short Term Borrowings

The Short Term Borrowings also increased to Rs. 2,302.70 lacs as at March 31, 2014 as compared to Rs. 1,799.28 lacs as at March 31,2013.

Fixed Asset

Net Fixed Assets as at March 31, 2014 have decreased to Rs. 831.28 lacs as compared to Rs. 891.90 lacs in the previous year.

Investments

Investments are at Rs. 2,001.80 lacs as on March 31,2014 as compared to last year Rs. 2,001.80 lacs.

Current Assets

Current Assets have decreased to Rs. 4,548.62 lacs as at March 31,2014 from Rs. 5459.97 lacs as at March 31,2013.

PARTICULARS OF EMPLOYEES

As permitted by the provisions of Section 219(1)(b)(iv) of the

Companies Act, 1956, the Annual Report does not contain the details required under the provisions of Section 217(2A) of the Companies Act, 1956, i.e. details of the names and other particulars of employees drawing remuneration aggregating to more than Rs. 60,00,000/- (Rupees Sixty Lacs only) per annum and Rs. 5,00,000/- (Rupees Five Lacs only) per month. Those interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office and the same will be sent by post. The statement is also available for inspection at the Registered Office of the Company on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting.

SUBSIDIARY COMPANIES

Particulars of subsidiary Companies are as follows:

- Company continues to hold 85% stake in Shurjo Energy Private Limited.

- PAE Infrastructure Private Limited continues to be 100% subsidiary of PAE Limited.

- PAE Renewables Private Limited continues to be a 100% subsidiary of PAE Limited.

- PAE Renewables Pte Ltd., Singapore continues to be 100% subsidiary of PAE Renewables Private Limited.

- Sovox Renewables Pte. Ltd., Singapore continues to be 100% subsidiary of PAE Renewables Pte. Ltd. Singapore.

- Sovox Renewables Private Limited is the subsidiary of Sovox Renewables Pte. Ltd., Singapore.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs, the Balance Sheet, Statement of Profit and Loss as on March 31,2014 and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company subject to the consent of the Board of Directors of the Company. Accordingly the consent of the Board of Directors of the Company has been obtained at the Board Meeting of the Company held on May 23, 2014.

However, the financial information of the subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any Member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies on all working days except Saturdays between 11.00 a.m. to 1.00 p.m. till the date of Annual General Meeting. The Company shall furnish a copy of annual accounts of subsidiaries to any member on demand.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Clause 32 of the Listing Agreement with the Stock Exchanges, the attached consolidated financial statements have been prepared in accordance with Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investments in Associates.

PERSONNEL & INDUSTRIAL RELATIONS

The Industrial relations continue to be peaceful and cordial. Our employees are compassionate and committed for the success of the Company. We have set up a scalable recruitment and resource management process which enables us to attract and retain talent. The focus is on increasing the efficiency and effectiveness of the employees and thereby contributing to the organizational triumph in the competitive market.

We strongly believe that trained and motivated people determine the future augmentation of the Company. Your Company endeavors to attract and recruit best possible talent and considers the quality of its human resources to be most important.

EMPLOYEE SAFETY

Employee safety is of paramount importance for the Company. All the executives in the Company have a personal objective of ensuring a safe working environment for its employees. The safety performance is analyzed in all important forums.

The Company and its Management value the dedication of its employees and acknowledge their contribution in attaining short and long term goals of the Company. The Company has been encouraging employees by providing better working environment, opportunities and training in various fields.

CORPORATE GOVERNANCE

As required by the existing Clause 49 of the Listing Agreement with the Stock Exchanges, a detailed report on Corporate Governance is included in the Annual Report. The Auditors of the Company have certified the Company''s compliance of the requirements of Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the Report of the Corporate Governance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 ("the Act"), with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

I. In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

ii. The Directors have 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, 2014 and of the profit/loss of the Company for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

iv. The Directors have prepared the annual accounts of the Company on a "going concern basis".

The Company is in compliance with various accounting and financial reporting requirements in respect of the financial statements for the year under review.

MANAGEMENT DISCUSSION & ANALYSIS

During the year 2013-14 the management has further optimized the Branch operations by Warehouse Consolidation.

- Benefits of Warehouse Consolidation:

- Lower Shipment Costs.

- No Capital Investment done.

- Lower Inventory Level.

This has indeed helped your company face the current economic scenario.

- Infrastructure:

- Each state now has one centralized warehouse.

- The sales and service offices are retained in all the locations by giving more thrust towards better coverage of the sales team and just in time service support.

- Mobile Application:

Mobile application (TBS Mobile) played key role in the restructuring process.

- Order to invoice automated process.

- Minimum Manual Intervention.

- Order to Dispatch Tracking.

- On time Inventory.

- Customer Management.

- Travel Management.

The sales team is provided with our TBS Mobile Application which allows the team to conduct effective ordering and payment updating, while they are in the field with distributors and customers. The sales team is now fully market centric.

The company is now on a firm footing in expanding the battery business since full range of batteries are made available to the market. The distribution channel is very much active and the promotional activities to develop the secondary sales are underway. Going forward, detailed plans of a dedicated drive to increase the distributors pan India basis is worked out. With the consolidation of warehouse and successful implementation of mobile application the company is now envisaging increasing the sales force in the rural market to tap the growing tractor and inverter market.

- Power

With the strength of last four decades marketing and distribution experience in Automotive and Industrial Batteries, your Company''s new brand of batteries" ZENIDE" has now gained momentum since the acceptability have now increased and the confidence has been rebuilt by persistent market penetration during the year 2013-14.

Despite the current challenges in economic scenario, we are confident more than ever that our business in this segment will improve systematically and will become

more active and will turnaround when the economy rebounds.

Our Power vertical consists of major segments as below.

- Automotive Batteries

The Aftermarket Business of Four wheeler and Two Wheeler

Initiatives:

During the year 2013-14 our marketing team spent more time on largely enhancing the network and increasing the visibility of our brand. We now have a fairly active network of distributors. The distributors have also enlarged their base with the appointment of dealers and mechanics under them with our support.

We will further grow in this business since we have the budget in place to increase the network of distributors by another 150 nos and dealers under them by another 450 nos during the year 14-15. Our visibility is now effectively noticed in the tier-1 cities with our dealer boards and wall painting and innovative campaigns and Zenide occupying shelf space. The regular contacts with the workshops and electricians are adding value to the secondary sales. For 2014-15, we have ambitious plans to appoint dealers in tier-2 cities and rural areas for marketing tractor batteries.

The sale of 2 wheeler vehicles are growing very fast in India. India is currently the second largest two wheeler market in the world. During 2013-14 we have added full range of motor cycle batteries in VRLA segment for the new generation vehicles. The quality and the cosmetics are well accepted by the dealers and customers and we foresee quantum jump in sales.

- Industrial Batteries

- Inverter Tubular Batteries:

During the year 2013-14, though we had limitations in fulfilling the supply chain for the Inverter tubular batteries, it gives us confidence that our order booking has increased considerably.

- UPS VRLA Batteries:

We have started bagging bulk orders in the UPS VRLA batteries segment. As per the plan in the year 2013-14 we have now obtained test certificates from reputed testing lab from Ahmedabad which will now help the team to quote for big installations.

- C10 Tubular Batteries for Solar Application:

With the growing demand in this segment your company is now geared up with the complete range of batteries with 60 Months warranty to the customers. The batteries are also under testing for MNRE approval at National Institute of Solar Energy (NISE) in Gurgaon.

- Institutional Business:

A new team is formed to concentrate in the Institutional Business with the Key Customers Pan India, who will

target all the fleet/travel/logistics operators apart from the small and medium generator and UPS manufacturers. This will also enable your company to grow in the revenue.

- Export:

The Company has been getting good enquiries and is confident of bringing Export Revenue starting from 2014-15.

- Power Back-up Systems:

Company continues to make headway in getting prestigious orders in this segment in our Brand of Power Zen power back up systems. This only speaks the topmost quality of the products and also the services offered to the customers. Depending on the type of application, PAE/PAER (PAE Renewables Pvt. Ltd.) designs the system custom made, sells to channel partners and end users. PAER also provides a comprehensive range of installation, commissioning and annual maintenance services to the end customers. During the year 2013-14 the company obtained competitive pricing from the vendors which resulted in bagging the orders in this highly price competitive market.

No doubt, Government is making all out efforts to ensure the supply of power to Agriculture, Industries and domestic. We are also aware that there is a wide gap between the demand and supply. Hence the dependence on the Power backup devices will continue.

There was acute shortage of power in many parts of India and the Battery Industry is reaping big benefits with their top line is increasing. There is big increase in the purchase of Inverters/UPS/Batteries in households to make sure their kids gets uninterrupted supply of power for the studies and comfort. Earlier this was purely a status symbol but now this has become a necessity. The usage of UPS/Batteries is growing due to various applications such as lifts / Hospital Equipment''s / Computer etc.

- Strengths and Opportunities:

- Your company has now established full range of batteries in a short time with Pan India Distributors and Dealers.

- The Company has grown in numbers. We have crossed a sale of one Lakh units of automotive batteries and one lakh units of two wheeler batteries. With the plan for increasing the visibility and also investment in branding the sales is definitely going to go up.

- Zenide is now a registered brand. The discerning dealers and customers are making this as a strong choice.

- The Consolidation of warehouse and implementation of Mobile application has now enabled your company to become lean and will leverage to expand the sales team.

- The Organized Sector battery industry is growing and because of the strong reputation of your company in the Automobile industry there will more and more channel partners joining us to make Zenide their favorite brand.

- Experienced Marketing Team with wide knowledge of Battery business, product launches, market contacts and fast decision making.

- Extensive network of 34 sales and service offices throughout the country with battery charging/checking.

- The unprecedented sales of new cars during the year

2010-11, continue to help the industry to grow in percentage and this will be highest in the year 2014-15 as all the batteries life will end by then.

- With the Computer education reaching the rural areas, the banks on their target on expansion of branches/ATMs there will be much demand of UPS and UPS batteries.

- The battery management rule continues to be strict with the wide awareness of the disposal of used battery through proper mechanism by pollution control board. By the fear of legal actions and penalty becoming very rigid there is a big shift of rebuilders opting for promoting organized sector batteries. This will also help your company to get further share.

- Threats and Weaknesses:

- Inverter Tubular and Flat plate battery segment is largely seasonality driven and is unpredictable.

- The fluctuation lead price will change the market dynamics.

- The change in Govt policies in duties, Taxes and import regulations will be a big challenge.

- Any downward pricing and high velocity schemes to the market by Industry leaders will directly hit our bottom line to stay competitive.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

Your Company has instituted an internal control system for all its branches to ensure efficiency of operations, financial reporting, proper recording and safeguarding of assets, compliance with applicable laws and regulations, etc. The Company has its own team for Internal Audit purpose, who review the various functions of the Company thoroughly and report to the Audit Committee.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor''s Report) Order, 2003.

AUDITORS & AUDITORS'' REPORT

M/s. K. S. Aiyar & Co., Chartered Accountants, the Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under the provisions of the Companies Act, 2013 and also that their firm is not disqualified within the meaning of Section 141 of the Companies Act, 2013, for such appointment.

The Audit Committee and the Board of Directors therefore recommend the appointment of M/s. K. S. Aiyar & Co., Chartered Accountants as Statutory Auditors of the Company for the financial year 2014-2015 for the approval of the Members.

With regard to the Auditor''s remarks on the investment made by the Company in its Subsidiary Shurjo Energy Pvt. Ltd. (SEPL), SEPL has been manufacturing solar panels, an industry currently in a challenging situation worldwide. As at March 31, 2014, the accumulated losses in SEPL have exceeded its net worth by Rs. 309.58 lacs. The Company is actively pursuing the revival of it''s subsidiary Shurjo Energy Pvt. Ltd.(SEPL) by diversifying its activities. Towards this end, the company has applied to Falta Special Economic Zone for removing the 100% E.O.U. status to facilitate the diversification. Company is also exploring the induction of a strategic investor for trading in power back up systems and lead smelting activity. It is of the opinion that losses suffered during the initial years by SEPL are temporary in nature and no provision for diminution in the value of investment of Rs. 785.66 lacs is considered necessary at this juncture. Also the loans and advances ofRs. 717.30 lacs due from SEPL as at the balance sheet date are considered as fully recoverable.

RECONCILIATION OF SHARE CAPITAL AUDIT

In compliance of circular no. D&CC/FITTC/CIR-16/2002 dated 31st December, 2002 further amended by Circular No. CIR/MRD/DP/30/2010 dated 6th September, 2010 issued by the Securities and Exchange Board of India ("SEBI"), Reconciliation of Share Capital Audit has being carried out at the specified intervals by a Practising Company Secretary and have been submitted to the Stock Exchanges where the Company is listed within due dates.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank all investors, clients, vendors, banks, regulatory, Government authorities and Stock Exchanges for their continued support and co- operation. The Directors also wish to place on record their appreciation of the contribution made by the business partners / associates at all levels.

For and on behalf of Board of Directors

Arvind R. Doshi Executive Chairman

Place : Mumbai Date : May 23, 2014

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting their Sixty Third Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013.

1. Financial Results

Current Year Previous Year ended ended 31.03.2013 31.03.2012 (Rs. in lacs) (Rs. in lacs)

Total revenue 13,901.61 24,715.09

Total expenses 14,094.19 24554.48

Less: Finance cost 690.63 652.84

Less: Depreciation 68.69 90.22

Profit / (Loss) before tax (951.90) (582.45)

Less: Provision for tax (6.52) (14.90)

Profit / (Loss) after taxes (945.38) (567.55)



2. Dividend

The Board of Directors does not recommend dividend on equity shares for the current financial year.

3. Subsidiary Companies and Consolidated Financial Statements

- PAE Infrastructure Private Limited continues to be the 100% subsidiary of PAE Limited.

- Company continues to hold 85% stake in Shurjo Energy Private Limited.

- During the year under review PAE Limited has further invested Rs. 460.00 lacs in PAE Renewables Private Limited. PAE Renewables Private Limited continuesto be a 100% subsidiary of PAE Limited.

- During the year under review PAE Renewables Pvt. Ltd. further invested USD 8.92 lacs in PAE Renewables Pte Ltd, Singapore. PAE Renewables Pte Ltd., Singapore continues to be 100% subsidiary of PAE Renewables Private Limited.

- Sovox Renewables Pte. Ltd., Singapore continues to be 100% subsidiary of PAE Renewables Pte. Ltd. Singapore.

- Sovox Renewables Private Limited is the subsidiary of Sovox Renewables Pte. Ltd., Singapore.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956 and General Circular No.2/2011 dated February 8, 2011 issued by the Ministry of Corporate Affairs general exemption has beengranted to the Companies from attaching the Balance Sheet, Profit and Loss Account and other documentsof the subsidiary companies with the Balance Sheet of the Company subject to the consent of the Board of Directors of the Company. Accordingly the consent of the Board of Directors of the Company has been obtained at the Board Meeting of the Company held on May 27, 2013.

A statement containing brief financial details of the Company''s subsidiary companies with the brief financial details of the Company''s subsidiaries for the financial year ended March 31, 2013 is included in the Annual Report. The Annual Accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by any member of the Company at the registered office of the Company.

The company shall furnish a copy of annual accounts of subsidiaries to any member on demand.

Discussion on financial performance with respect to operational performance

(Rs. in lacs)

Particulars 2012-13 2011-12

1. Net sales & operating income 13,570.92 24,392.28

2. Other income 330.69 322.81

3. Total Income (1 2) 13,901.61 24,715.09

4. Total expenditure:

a. Cost of sales 11,979.50 21,983.16

b. Employees'' remuneration

and benefits 874.39 1,035.59

c. Other expenses 1,240.30 1,535.73

14,094.19 24,554.48

5. Interest/Finance cost 690.83 652.84

6. Profit after interest but before depreciation & tax (883.21) (492.23)

7. Depreciation 68.69 90.22

8. Profit before tax (951.90) (582.45)

9. Provision for tax:

a. Previous years taxes ( 6.52) (2.93)

b. Current tax

c. Deferred tax (Asset)/Liability (11.97)

10. Net Profit/(Loss) after tax (945.38) (567.55)

11. Expenses as a % to net sales & Operating income:

a. Employee cost 6.44% 4.25%

b. Other expenses 9.14% 6.30%

c. Interest/Finance cost 5.09% 2.68%

Sales and Operating Income for the year has decreased by 44.36% from Rs. 24,392.28 lacs in the previous year to Rs. 13,570.92 lacs on account drop in demand.

During the year, the Company has made a loss of Rs. 945.38 lacs as against loss of Rs. 567.55 lacs in the previous year.

Interest for the year is Rs. 690.63 lacs which is 5.09% of the net sales & operating income as compared to Rs. 652.84 lacs and was 2.68% of the net sales & operating income in the previous year.

Financial Condition

Share Capital

Issued, Subscribed and Paid-up Capital as at March 31,2013 was Rs. 1,451.96 lacs as against Rs. 951.96 lacs for previous year. The Company allotted 50,00,000 8% Non-Convertible Non-Cumulative Redeemable Preference Shares at par to promoters of the Company.

Reserves and Surplus

As at March 31, 2013 Reserves and Surplus amounted to Rs. 1,832.96 lacs as compared to Rs. 2,800.66 lacs of previous year.

Long Term Borrowings

There has been a decrease in the Long Term Borrowings to

Rs. 742.80 lacs as at March 31, 2013 as compared to Rs. 1,314.96 lacs as at March 31, 2012.

Short Term Borrowings

There has been a decrease in the Short Term Borrowings to Rs. 1,799.28 lacs as at March 31, 2013 as compared to Rs. 2,937.57 lacs as at March 31, 2012.

Fixed Asset

Net Fixed Assets as at March 31, 2013 have decreased to Rs. 891.90 lacs as compared to Rs. 978.83 lacs in the previous year.

Investments

Investments are at Rs. 2,001.81 lacs as on March 31, 2013 as compared to last year Rs. 1,541.73 lacs.

Current Assets

Current Assets have decreased to Rs. 2,914.83 lacs as at March 31, 2013 from Rs. 5,436.09 lacs as at March 31, 2012.

Human Resources

The Company believes that Human Resources are a key asset that provides a competitive edge in the current business environment. The Company''s philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition and sharing, skill building, creativity and responsibility and performance based compensation.

The employees'' relations during the year under review were cordial and harmonious and the productivity improved in all the areas. Your Company has a total strength of 277 employees as on March 31, 2013.

5. Fixed Deposit

The amount of Fixed Deposits accepted from the public during the year under review is Rs. 149.37 lacs (including renewals). At the end of the year, there were 18 matured deposits for Rs. 9.80 lacs, which were not claimed by the depositors as on date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

The unclaimed deposits/interest on deposits lying with the Company for more than seven years were transferred to Investor Education & Protection Fund as per Section 205C of the Companies Act, 1956.

6. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Article 117 of the Articles of Association of the Company, Shri Karthikeyan Muthuswamy and Dr. Rajendra Nath Mehrotra retires by rotation but being eligible offers themselves for re-appointment.

A brief profile of the Directors is furnished as part of Corporate Governance Report.

7. Corporate Governance Report

Your Company is committed to good corporate governance practices. The Report on Corporate Governance along with the Auditor''s Certificate regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement are annexed hereto.

8. Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) ofthe Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2013, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended March 31, 2013 on a ''going concern'' basis.

9. Auditors'' Report

The Auditors'' Report to the shareholders does not containany qualifications.

10. Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offered themselves for re- appointment.

The Board of Directors recommends their re-appointment as Statutory Auditors.

11. Financial Ratings

The Company has received the "BB " rating for long term bank facilities and "A4 " rating for shortterm bank facilities from Credit Analysis & Research Limited (CARE) which is valid for a period of 1 year.

12. Particulars as per Section 217 of the Companies Act,1956

For the financial year 2012-13 none of the employee''s salary exceeded Rs. 60.00 lacs p.a. or Rs. 5.00 lacs p.m.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Since the Company does not own any manufacturing facility the other particulars relating to Conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year the foreign exchange outgo was Rs. 6.41 lacs and foreign exchange earnings were Nil.

14. Acknowledgements

Your Directors thank the Company''s shareholders, Customers, Dealers, Suppliers and Principals, Vendors and Bankers for their continued support during the year. It will be your Company''s endeavour to build and nurture strong links with them based on mutuality, respect and cooperation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Finance, the Ministry of Corporate Affairs, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies.

For and on behalf of the Board of Directors

Arvind R. Doshi Executive Chairman

Registered Office:

69, Tardeo Road

Mumbai 400 034

Date: May 27, 2013

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Mar 31, 2012

The Directors have pleasure in presenting their Sixty Second Annual Report together with the Audited Statement of Accounts for the year ended March 31,2012.

1. Financial Results

Current Year Previous Year ended ended 31.03.2012 31.03.2011 (Rs. in lacs) (Rs. in lacs)

Total Revenue 24,569.94 26,220.88

Total Expenses 24,554.48 25,382.56

Less Interest 507.69 313.46

Less: Depreciation 90.22 102.52

Profit before tax (582.45) 422.34

Less: Provision for tax 14.90 133.54

Profit after taxes (567.55) 288.80

Profit brought forward from previous year 1,465.00 1,321.72

Balance Available for Appropriation 897.45 1,610.52

APPROPRIATION:

Transfer to General Reserve - 7.22

Proposed Dividend - 119.00

Tax on Dividend - 19.30

Balance carried forward 897.45 1,465.00

2. Dividend

The Board of Directors does not recommend dividend on equity shares for the current financial year.

5. Fixed Deposit

The amount of Fixed Deposits accepted from the public during the year under review is Rs.296.60 lacs (including renewals). At the end of the year, there were 13 matured deposits for Rs.3.20 lacs, which were not claimed by the depositors as on date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

The unclaimed deposits/interest on deposits lying with the Company for more than seven years were transferred to Investor Education & Protection Fund as per Section 205C of the Companies Act, 1956.

6. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Article 117 of the Articles of Association of the Company, Shri Dilip J.Thakkarand Shri John O. Band retires by rotation but being eligible offers themselves for re-appointment.

A brief profile of the Directors is furnished as part of Corporate Governance Report.

7. Corporate Governance Report

Your Company is committed to good corporate governance practices. The Report on Corporate Governance alongwith the Auditor's Certificate regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement are annexed hereto.

8. Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2012, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

9. Auditors' Report

The Auditors' Report to the shareholders does not contain any qualifications.

10. Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

The Board of Directors recommends their re-appointment as Statutory Auditors.

11. Financial Ratings

The Company has received the "CARE BBB" rating for long term bank facilities and "CARE A3" rating for short term bank facilities from Credit Analysis & Research Limited (CARE) which is valid for a period of 1 year.

Further the Company has received "SP 2B" rating for Solar Energy Grading from CARE which is valid till November 3,2012.

12. Particulars as per Section 217 of the Companies Act, 1956 For the financial year 2011-12 none of the employee's salary exceeded Rs.60.00 lacs p.a. or Rs.5.00 lacs p.m.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Since the Company does not own any manufacturing facility the other particulars relating to Conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year the foreign exchange outgo was Rs. 17.59 lacs and foreign exchange earnings were Nil.

14. Acknowledgements

Your Directors thank the Company's shareholders, Customers, Dealers, Suppliers and Principals, Vendors and Bankers for their continued support during the year. It will be your Company's endeavour to build and nurture strong links with them based on mutuality, respect and co- operation with each other. Your Directors take this opportunity to thank all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the industry despite increased competition from several existing and new players.

Your Directors place on record their appreciation for the support and continued co-operation that the Company received from the Government of India, the Ministry of Finance, the Ministry of Corporate Affairs, the Stock Exchanges, the Reserve Bank of India, the Central Board of Excise and Customs, and other Government agencies. For and on behalf of the Board of Directors

Arvind R. Doshi

Executive Chairman

Registered Office:

69, Tardeo Road Mumbai 400 034

Date: June 29, 2012

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Mar 31, 2011

The Directors have pleasure in presenting their Sixty First Annual Report together with the Audited Statement of Accounts for the year ended March 31,2011.

1. Financial Results Current Year Previous Year ended ended 31.03.2011 31.03.2010 (Rs. in lacs) (Rs. in lacs)

Total Revenue 26,212.76 21,918.57

Total Expenses 25,440.22 20,986.56

Less: Interest 247.68 125.91

Less: Depreciation 102.52 81.50

Profit before Tax 422.34 724.60

Less: Provision for tax 133.54 249.24

Profit after tax 288.80 475.36

Profit brought forward from previous year 1,321.72 1,088.05

Balance available 1,610.52 1,563.41 for appropriation

APPROPRIATION:

Transfer to General Reserves 7.22 35.65

Proposed Dividend 119.00 176.11

Tax on Dividend 19.30 29.93

Balance carried forward 1,465.00 1,321.72

2. Dividend

Your Directors are pleased to recommend final dividend of Rs. 1.25 (Rupee One and twenty five paise only) i.e. 12.50% per Equity Share of Rs 10/-, subject to the approval of shareholders at their Annual General Meeting.

3. Management discussion and Analysis

During the financial year 2010-2011, PAE restructured operations and transitioned from a horizontal organization structure to a more defined, vertical structure. Under the revised organization layout, PAEs business will be divided into 5 business verticals for better internal monitoring:

- Auto Batteries

- Auto Parts

- Industrial Batteries

- Power Backup Systems

- Solar

Each vertical will perform as an independent Strategic Business Unit (SBU), focused on growing sales and optimizing operations. Each SBU is supported by one or two national heads, a dedicated regional management team and a dedicated sales team.

SWOT Analysis of Strategic Business Units:

1) Auto Batteries:

PAE has been in the marketing and distribution business of automotive and motorcycle batteries for

the last 41 years. PAE sells batteries in the after market and caters to requirements for all vehicle types ranging from heavy commercial vehicles to passenger cars and two-wheelers.

Strengths and Opportunities:

- Automobile industry has grown by 20%

- Extensive network of 39 sales and service offices throughout the country

- Superior product quality

- Experienced marketing team

- Strategic tie-ups with suppliers

Threats and Weaknesses:

- Low market share in light commercial and two- wheeler segment

- Two-wheeler market dominated by local brands with low price and warranty same as that offered by the organised sector.

- Continuous increase in raw material prices

- Poor penetration in rural areas due to competition from cheaper products

- High market credit risk

2) Auto Parts

PAE sells different brands of automotive parts to after market parts dealers and retail stores across India, which in turn cater to the needs of the end customer. This business consists of parts for various new generation passenger cars, light, medium and heavy commercial vehicles and two and three wheelers. PAE also provides comprehensive warranty service to its customers.

Strengths and Opportunities:

- Replacement after market, including OES, has grown by 60% YOY

- Centralized price controlling system

- Pioneer in establishing brands as proven historically

- Extensive network of sales and service offices across the country

- Experienced marketing team

Threats and Weaknesses:

- Low market share in light commercial and two- wheelersegment

- Fewer number of product lines as compared to other nationwide distributors.

- Large presence of unorganized players and mom- and-pop shops

- Replacement market demand is decreasing due to better quality of product

AUTO COMPONENT INDUSTRY: PRODUCT RANGE

Product Range 2009 2015 (E) 2020 (E)

Body & Structural 40% 35% 31%

Transmission Steering 10% 13% 16%

Suspension & Braking 10% 13% 11%

Engine & Exhaust 20% 17% 18%

Electronics & Electrical 10% 13% 16%

Interior 10% 9% 8%

SEGMENT WISE MARKET SHARE

SEGMENTS 2009 2015 (E) 2020 (E)

Two & Three Wheelers 76% 76% 72%

Passenger Vehicles 17% 17% 21%

M & HCV 2% 1% 1%

LCVs 1% 1% 1%

SCVs 1% 2% 3%

Tractors 3% 2% 2%

3) Industrial Batteries

PAE has been in the marketing and distribution business of industrial batteries for almost a decade. These batteries are used for various applications at home, in the office and at various industrial locations including telecom sites, ATMs, telephone exchanges, etc.

Strengths and Opportunities:

- Large market potential in rural areas, which experience long power cuts daily

- As proliferation of computers increases across India, including rural areas, this will lead to increased requirement of UPS and UPS batteries

- Extensive network of sales and battery service locations throughout the country

- Superior product quality and competitive pricing

- Experienced marketing team

Threats and Weaknesses:

- Heavily dependent on a few number of suppliers

- Inverter batteries have seasonality in business and is unpredictable

- Prices dependent on lead price resulting in volatility

- Shortage of supply during peak seasons

- New power plants coming online are increasing reliability of power thereby reducing the need for inverters

4) Sojar

PAE designs, manufactures, markets and installs solar products tailored for the Indian market. These products focus on commercial, residential and semi- urban power requirements including MW-sized power plants. In addition to solar products PAEs subsidiary, PAE Renewables Private Limited (PAER), will also offer customized solutions for larger, bespoke applications.

Strengths and Opportunities:

- Huge demand for an alternative power source

- Attractive incentives offered by the National Solar Mission

- Competitive and convenient pricing when compared to diesel generators

- Synergies with Industrial Battery and Power Backup Systems business can be leveraged

- Synergies with other group companies offer higher level of focus and commitment

Threats and Weaknesses:

- Potential large investment required to reach scalable levels

- Large upfront costs might deter end users

- Highly fragmented market - plethora of small players and mom-and-pop outfits

5) Power Back-up systems

PAE markets and distributes power back-up devices and systems under its own brand - PowerZen. Depending on the type of application, PAE/PAER designs the system custom made or standard, sells it to channel partners and end users. PAER also provides a comprehensive range of installation, commissioning and annual maintenance services to the end customers.

PAE has a very definite expansion plan by creating a distribution channel of 100 distributors for its own branded products with best after sales service facilities. Focus on brand building is on top priority with increase in service facilities by outsourcing the activity.

Strengths and Opportunities:

- Large market potential of urban and semi-urban areas where usage of computers is high and increasing progressively

- Large power deficit and frequent power cuts will help increase sales

- Extensive network of 39 sales and service offices throughout the country

- Sound network of dealers and end customers will support the cause in least time

- Superior product quality and competitive pricing

- Experienced marketing team

Threats and Weaknesses:

- Change in duties, taxes, import regulations and government policies might affect future demand

- Laptops are a threat to UPS business

- Power-savers as well energy-efficient products might reduce the gap in demand and supply of electricity in future thereby affecting sale of inverters

- Heavily dependent on a few number of suppliers

Internal control systems

The Company maintains a system of internal control, including suitable monitoring procedures. The internal auditors regularly conduct the audit and the quarterly reports along with observations and suggestions are reviewed by the Audit Committee of the Board of Directors. Follow-up actions as suggested by the committee are complied with.

4. Subsidiary Companies and Consolidated Financial Statements

- During the year under review, the Company has further acquired stake in Shurjo Energy Private Limited and is presently holding 70% of total stake.

- During the year under review the Company has further invested in PAE Renewables Private Limited which is already a 100% subsidiary of the Company.

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, the Ministry of Corporate Affairs vide its approval dated 28.01.2011 has granted exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company. A statement containing brief financial details of the Companys subsidiaries for the financial year ended March 31, 2011 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company seeking such information at any point of time and are also available for inspection by

any member of the Company at the registered office of the Company. The company shall furnish a copy of annual accounts of subsidiaries to any member on demand.

Discussion on financial performance with respect to operational performance

(Rs. in lacs)

Particulars 2010-2011 2009-2010

1 Sales & Operating Income 28,958.23 24,074.45

2 Less: Value Added Tax 2,822.19 2,221.86

3 Net Sales & Operating Income 26,136.04 21,852.59

4 Other Income 76.72 65.98

5 Total Income (3+ 4) 26,212.76 21.918.57

6 Total Expenditure:

a. Cost of Sales 22,897.12 19,200.74

b. Employees Remuneration and 1,068.67 659.81 Benefits

c. Establishments Other Expenses 1,474.43 1,126.01

25,440.22 20,986.56

7 Interest 247.68 125.91

8 Profit after interest but before 524.86 806.10 depreciations tax

9 Depreciation 102.52 81.50

10 Profit before tax 422.34 724.60

11 Provision for Tax:

a. Previous year taxes (9.21) 5.25

b. Current Tax 148.00 245.00

c. Deferred Tax (Asset)/Liability (5.25) (1.01)

12 Net Profit/(Loss) after tax 288.80 475.36

13 Expenses as a % to Net Sales & Operating Income:

a Employee Cost 4.09% 3.02%

b. Establishments Other Expenses 5.64% 5 15%

c. Interest 0.95% 0.58%

Sales and Operating Income for the year has increased by 20.29% from Rs. 24,074.45 lacs in the previous year to Rs. 28,958.23 lacs on account of higher volume of sales in Auto Components and Lead Acid storage battery segment.

During the year, the Company has made a profit before tax of Rs. 422.34 lacs as against Rs. 724.60 lacs in the previous year.

Interest for the year is Rs.247.68 lacs which is 0.95% of the net sales & operating income as compared to Rs. 125.91 lacs and was 0.58% of the net sales & operating income in the previous year, an increase of 0.37% due to higher inventory holding position and tight money market conditions.

The Company has made a provision for tax of Rs. 148 lacs. In accordance with AS-22, Accounting for Taxes on Income, the Deferred Tax Asset stands at Rs. 11.97 lacs as on the Balance Sheet date.

The Company has a Net Profit available for appropriation amounting to Rs. 1,610.52 lacs as on March 31, 2011 and has proposed a dividend of Rs. 1.25 per Equity Share of Rs.10/-each, for the year ended March 31, 2011

Financial Condition

Share Capital

Issued, Subscribed and Paid-up Capital as at March 31, 2011 was Rs. 951.96 lacs and there is no change as compared to previous year.

Reserves and Surplus

As at March 31, 2011 Reserves and Surplus amounted to Rs. 3,390.51 lacs as compared to Rs. 3,262.33 lacs at the end of previous year.

Loan Funds

There has been an increase in the Loan Funds to Rs. 4,510.78 lacs as at March 31, 2011 as compared to Rs. 682.62 lacs as at March 31, 2010 due to increase in working capital requirement.

Fixed Asset

Net Fixed Assets as at March 31, 2011 have increased to Rs. 1,049.12 lacs as compared to Rs. 988.15 lacs in the previous year. There have been additions amounting to Rs. 203.16 lacs in the current year.

Investments

Investments are at Rs. 573.58 lacs as on March 31, 2011 as compared to last year Rs. 612.49 lacs. The Company made further investment of Rs. 51 lacs in M/s. Shurjo Energy Private Limited to acquire 70% stake in the company. M/s. Shurjo Energy Private Limited is engaged in the manufacturing of solar panels. The Company has also increased its investment in its 100% subsidiary namely, PAE Renewables Pvt. Ltd. from Rs. 1 lac to Rs. 11 lacs.

Net Current Assets

Net Current Assets have increased to Rs. 7,242.52 lacs as at March 31, 2011 from Rs. 3,313.49 lacs as at March 31, 2010, on account of higher inventory and debtors.

Human Resources

The Company believes that Human Resources are a key asset that provides a competitive edge in the current business environment. The Companys philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition and sharing, skill building, creativity and responsibility and performance based compensation.

The employees relations during the year under review were cordial and harmonious and the productivity improved in all the areas. Your Company has a total strength of 386 employees as on March 31, 2011.

5. Fixed Deposit

The amount of Fixed Deposits accepted from the public during the year under review is Rs. 600.07 lacs (including renewals). At the end of the year, there were 9 matured deposits for Rs.2.10 lacs, which were not claimed by the

depositors as on date of this Report. There were no deposits during the year, which were claimed but not paid by the Company.

The unclaimed deposits/interest on deposits lying with the Company for more than seven years were transferred to Investor Education & Protection Fund as per Section 205C of the Companies Act, 1956.

6. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Article 117 of the Articles of Association of the Company, Shri Karthikeyan Muthuswamy and Dr. Rajendra Nath Mehrotra retires by rotation but being eligible offers themselves for re- appointment.

A brief profile of the Directors is furnished as part of Corporate Governance Report.

7. Corporate Governance Report

Your Company is committed to good corporate governance practices. The Report on Corporate Governance along with the Auditors Certificate regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement are annexed hereto.

8. Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2011, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended March 31, 2011 on a going concern basis.

9. Auditors Report

The Auditors Report to the shareholders does not contain any qualifications.

10. Auditors

M/s. K. S. Aiyar & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

The Board of Directors recommends their re-appointment as Statutory Auditors.

11. Financial Ratings

The Company has received the "CARE BBB+" rating for long term bank facilities and "PR2+" rating for short term bank facilities from Credit Analysis & Research Limited (CARE) which is valid for a period of 1 year.

12. Particulars as per Section 217 of the Companies Act, 1956

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 are given in a separate statement attached to this report and forms part of it.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo

Since the Company does not own any manufacturing facility the other particulars relating to Conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year the foreign exchange outgo was Rs. 407.01 lacs and foreign exchange earnings were Nil.

14. Acknowledgements

Your Directors place on record their sincere appreciation for the assistance and co-operation received from the Shareholders, Consortium of Bankers, Customers, Dealers, Suppliers and Principals.

Your Directors also sincerely acknowledge the valuable contributions made by the Employees at all levels and for their dedicated services to the Company.

For and on behalf of the Board of Directors

Arvind R. Doshi Executive Chairman

Registered Office:

69, Tardeo Road Mumbai 400 034

Dated: May 27, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their Sixtieth Annual Report together with the Audited Statement of Accounts for the year ended March 31,2010.

1. Financial Results

Current Year Previous Year ended ended 31.03.2010 31.03.2009 (Rs. in lacs) (Rs. in lacs)

Total Revenue 21918.57 25082.13

Total Expenses 20986.56 23951.50

Less: Interest 125.91 193.71

Less: Depreciation 81.50 91.60

Profit before Tax 724.60 845.32

Less: Provision for tax 249.24 309.06

Profit after taxes 475.36 536.26 Profit brought forward from previous year 1088.05 745.66

Balance Available 1563.41 1281.92 for Appropriation

APPROPRIATION

Transfer to General Reserves 35.65 26.81

Proposed Dividend 176.11 142.79

Tax on Dividend 29.93 24.27

Balance carried forward 1321.72 1088.05

2. Dividend

Your Directors are pleased to recommend final dividend of Rs.1.85 (Rupee One & Paisa Eighty Five Only) i.e.18.5% [which includes special dividend of Rs.0.60 (Paisa Sixty Only) on occasion of 60w year of the Company] per Equity Share of Rs.10/-, subject to the approval of shareholders at their Annual General Meeting.

3. Management Discussion and Analysis

During the financial year 2009-10, PAE has restructured operations and transitioned from a horizontal organization structure to a more defined, vertical structure. Under the revised organization layout, PAEs business will be divided into 6 business verticals -

• Auto Batteries

• Auto Parts

• Inverter and Inverter Batteries

• Solar

• UPS

• UPS Batteries

Each vertical will perform as an independent Strategic Business Unit (SBU), focused on growing sales and optimizing operations. Each SBU will be supported by a one or two national heads and a dedicated regional management and sales team. This new organization structure will better equip PAE to meet increasing demand and leverage its position as one of the largest distribution companies in its industry in India.

SWOT Analysis of Strategic Business Units:

1) Auto Batteries

PAE has been in the marketing and distribution business of automotive and motorcycle batteries for the last over 40 years. PAE sells batteries in the aftermarket and caters to requirements for all vehicle types ranging from heavy commercial vehicles to passengercars and two-wheelers.

Strengths and Opportunities:

• Number of Automobile manufactures have grown by47%YOY

• Extensive network of sales and service offices throughout the country

• Superior product quality

• Experienced marketing team

• Strategic tie ups with suppliers Threats and Weaknesses:

• Low market share in light commercial and 2 wheelersegment

• Increase in raw material prices

• Poor penetration in rural areas

• High market credit risk

2) Auto Parts

PAE sells different brands of automotive parts to aftermarket parts dealers and retail stores across India, who in turn cater to the needs of the end customer. This business consists of parts for various new generation passenger cars, light, medium and heavy commercial vehicles and 2 & 3 wheelers. PAE also provides comprehensive warranty services to its customers.

Strengths and Opportunities:

• Replacement after market, including OES, has grown by 60% YOY

• Centralized Price Controlling System

• Pioneer in establishing Brand

• Extensive network of sales and service offices across the country

• Experienced marketing team Threats and Weaknesses:

• Low market share in light commercial and 2 wheelersegment

• Lesser number of product lines as compared to other nationwide distributors.

• Large presence of unorganized players and mom-and-pop shops

. Replacement market demand is decreasing due to betterquality of products

3) Inverter and Inverter Batteries

PAE has been in the marketing and distribution business of inverter and inverter batteries for over 5 years. These batteries are used for various applications at home, in the office and at various industrial locations.

Strengths and Opportunities:

• Large market potential in rural areas, which experience 8 hour power cuts daily

• Large power deficit and other critical power problems will help increase sales.

• Extensive network of sales and service offices throughout the country.

• Superior product quality and competitive pricing

• Experienced marketing team Threats and Weaknesses:

• Heavily dependentonafewnumberof suppliers

• Seasonal nature of business

• Shortageofsupplyduringpeakseason

• Alternate energy sources are helping to narrow the gap in supply

4) Solar

PAE designs, manufactures, markets and installs solar products tailored for the Indian market. These products focus on commercial, residential and semi- urban power requirements. In addition to solar products, PAEs subsidiary, PAE Renewables Private Limited (PAER), will also offer customized solutions for larger, bespoke applications.

Strengths and Opportunities:

• Huge demand for an alternative power source

• Attractive incentives offered by the National Solar Mission

• Competitive and convenient pricing when compared to diesel generators

• Synergies with other group companies offer higher level of focus and commitment

Threats and Weaknesses:

• Potential large investment required to reach scalable levels

• Large upfront costs might deter end users

• Highly fragmented market-plethora of small players and mom-and-pop shops

5) UPS & UPS Batteries

PAE markets and distributes power back-up devices and systems under its own brand name PowerZen.

Depending on the type of application, PAE/PAER buys or builds the required system and sells it to dealers and end users. PAER also provides a comprehensive range of installation, commissioning and annual maintenance services to the end customers

Strengths and Opportunities:

• Large market potential in urban and semi urban areas where computer use is high

• Large power deficit and frequent power cuts will help increase sales.

• Extensive network of sales and service offices throughout the country.

• Superior product quality and competitive pricing

• Experienced marketing team Threats and Weaknesses:

• Change in duties, taxes and government policies might affectfuture demand.

• Heavily dependent on a few number of suppliers

• Increase in raw materials cost would affect the battery market.

Internal control systems

The Company maintains a system of internal control, including suitable monitoring procedures. The internal auditors regularly conduct the audit and the quarterly reports along with observations and suggestions are reviewed by the Audit Committee of the Board of Directors. Follow-up actions as suggested by the committee are complied with.

4. Subsidiaries

Shurjo Energy Private Limited

As reported in last annual report the Company has acquired the majority stake in Shurjo Energy Private Limited. As required under the Companies Act necessary information of the subsidiary is provided in this annual report elsewhere along with the consolidated results.

PAE Renewables Private Limited

During the year under review PAE has invested in PAE Renewables Private Limited making it a 100% subsidiary of the Company.

PAER, as a 100% subsidiary of PAE, will be engaged in the business to design, install, sell and service renewable energy solutions of small and medium sizes in India. PAER will source some of its installation components for PAE, which is already a distributor for CIGS solar panels, storage batteries and solar power electronics.

As required under the Companies Act necessary information of the subsidiary is provided in this annual report elsewhere along with the consolidated results.

Discussion on financial performance with respect to operational performance

Highlights of Financial Performance:

Particulars 2009-2010 2008-2009

1 Sales & Operating Income 24074.45 27592.28

2 Less: Value Added Tax 2221.86 2572.81

3 Net Sales & Operating Income 21852.59 25019.47

4 Other Income 65.98 62.66

5 Total Income (3 + 4) 21918.57 25082.13

6 Total Expenditure:

a. Cost of Sales 19200.74 22175.03

b. EmployeesRemuneration and 659.81 563.79 Benefits

c. Establishments Other Expenses 1126.01 1212.68

20986.56 23951.50

7 Interest 125.91 193.71

8 Profit after interest but before 806.10 936.92 depreciations tax

9 Profit after interest but before 3.68% 3.74% depreciations tax as % to Total Income

10 Depreciation 81.50 91.60

11 Profit before tax 724.60 845.2

12 Provision for Tax:

a. Previous year taxes 5.25

b. Current Tax 245.00 292.00

c. Fringe Benefit Tax - 20.00

d. Wealth Tax - 0.20

e. Deferred Tax (Asset)/Liability (1.01) (3.14)

13 Net Profit/(Loss) after tax 475.36 536.6

14 Expenses as a % to Net Sales & Operating Income:

a Employee Cost 3.02% 2.25%

b Establishments Other Expenses 5.15% 4 85%

c. Interest 0.58% 0.77%

Sales and Operating Income for the year has decreased by 12.74% from Rs 27592.28 lacs the previous year to Rs.24074.85 lacs on account of general recession & improvement of power situation in South of India.

During the year, the Company has made a profit before tax of Rs 724.60 lacs as against Rs.845.32 lacs in the previous year. Employee Cost for the year is Rs.659.81 lacs and is 3.02% of the net sales & operating income as compared to Rs.563.79 lacs which was 2.25% of the net sales & operating income in the previous year, an increase of 0.76%. Establishment and Other Expenses for the year is Rs.1126.01 lacs and is 5.15% of the net sales and operating income as compared to Rs.1212.68 lacs which was 4.85% of the net sales & operating income in the previous year, an increase of 0.30%.

Depreciation for the year is Rs.81.50 lacs as compared to Rs.91.60 lacs in the previous year due to no major additions during the current year.

Interestforthe year is Rs.125.91lacs which is0.58%ofthe net sales & operating income as compared to Rs. 193.71 lacs and was 0.77% of the net sales & operating income in the previous year, a decrease of 0.19% due to reduction in the volume of sales resulting in decreased net working capital.

The Company has made a provision for tax of Rs.245 lacs and a provision of Rs.5.25 lacs for previous years taxes. In accordance with AS-22, Accounting for Taxes on Income, the Deferred Tax Asset stands at Rs.17.22 lacs as on the date of Balance Sheet.

The Company has a Net Profit available for appropriation amounting to Rs. 1563.41 lacs as on 31st March 2010 and has proposed a dividend of Rs.1.85 per Equity Share of Rs.107-, on occasion of 60* year of the company for the year ended 31st March, 2010.

Financial Condition

Share Capital

Issued, Subscribed and Paid-up Capital as at March 31, 2010 was Rs.951.96 lacs and there is no change as compared to previous year.

Reserves and Surplus

As at March 31, 2010 Reserves and Surplus amounted to Rs.3262.33 lacs as compared to Rs.3015.33 lacs at the end of previous year. The Company has also proposed a dividend of Rs.1.85 per equity share of Rs.107-, on occasion of 60* year of the company amounting to Rs.176.11 lacs from the net profit available for appropriation of Rs. 1563.41 lacs during the current year.

Loan Funds

There has been a decrease in the Loan Funds to Rs.682.62 lacs as at March 31, 2010 as compared to Rs.733.46 lacs in the previous year due to decrease in working capital requirement.

Fixed Asset

Net Fixed Assets as at March 31,2010 have decreased to Rs.988.15 lacs as compared to Rs.1047.90 lacs in the previous year. There have been additions amounting to Rs.45.15 lacs in the current year.

Investments

Investments are at Rs.612.49 lacs as on March 31, 2010 as compared to last year Rs.180.23 lacs. The Company made further investment of Rs.331.21 lacs in M/s. Shurjo Energy Private Limited to acquire 57% stake in the company. M/s. Shurjo Energy Private Limited is engaged in the manufacturing of solar panels.

The Company has also invested Rs.1 lac in PAE Renewables Pvt. Ltd., to acquire 100% stake in the company. PAE Renewables Pvt. Ltd., will be engaged in the business to design, install, sell and service renewable energy solutions of small and medium sizes in India.

Net Current Assets

Net Current Assets have decreased to Rs.3313.49 lacs as at March 31, 2010 from Rs.3490.85 lacs as at March 31, 2009.

Human Resources

The Company believes that Human Resources are a key asset that provides a competitive edge in the current business environment. The Companys philosophy is to provide congenial work environment, performance oriented work culture, knowledge acquisition and sharing, skill building, creativity and responsibility and performance based compensation.

The employees relations during the year under review were cordial and harmonious and the productivity improved in all the areas. Your Company has a total strength of 267 employees as on March 31,2010.

5. Fixed Deposit

The amount of Fixed Deposits accepted from the public during the year under review is Rs.110.38 lacs (including renewals). At the end of the year, there were 2 matured deposits for Rs.0.25 lacs, which were not claimed by the depositors as on date of this Report.There were no deposits during the year, which were claimed but not paid by the Company.

The unclaimed deposits/interest on deposits lying with the Company for more than seven years were transferred to Investor Education & Protection Fund as per Section 205C of the Companies Act, 1956.

6. Directors

Pursuant to the provisions of Section 256 of the Companies Act, 1956 and Article 117 of the Articles of Association of the Company, Shri Dilip J. Thakkarand Shri John O. Band retires by rotation but being eligible offers themselves for re-appointment.

A brief profile of the Directors is furnished as part of Corporate Governance Report.

7. Corporate Governance Report

Your Company is committed to good corporate governance practices. The Report on Corporate Governance alongwith the Auditors Certificate regarding compliance of the conditions of Corporate Governance pursuant to clause 49 of the Listing Agreement are annexed hereto.

8. Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;

(ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies

Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concernbasis.

9. AuditorsReport

The Auditors Report to the shareholders does not contain any qualifications.

10. Auditors

M/s. K. S.Aiyar&Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offered themselves for re-appointment.

The Board of Directors recommends their re-appointment as Statutory Auditors.

11. Financial Ratings

The Company has received the "CARE A-" rating for long term bank facilities and "PR1" rating for short term bank facilities from Credit Analysis & Research Limited (CARE) which is valid fora period of 1 year.

12. Particulars as per Section 217 of the Companies Act, 1956

The particulars of employees, as required under Section 217(2A) of the Companies Act, 1956 are given in a separate statement attached to this report and forms part ofit.

13. Conservation of energy, technology absorption, foreign exchange earnings and outgo Since the Company does not own any manufacturing facility the other particulars relating to Conservation of energy and technology absorption stipulated in the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 are not applicable.

During the year the foreign exchange outgo was Rs.477.35 lacs and foreign exchange earnings were Nil.

14. Acknowledgements

Your Directors place on record their sincere appreciation for the assistance and co-operation received from the Shareholders, Consortium of Bankers, Customers, Dealers, Suppliers and Principals.

Your Directors also sincerely acknowledge the valuable contributions made by the Employees at all levels and for their dedicated services to the Company.

For and on behalf of the Board of Directors Arvind R. Doshi Chairman & Managing Director

Registered Office:

69, Tardeo Road

Mumbai400 034.

Dated: 29th May 2010