PAE Ltd

Processing and listing status

• Securities received for dematerialisation during the quarter ended 30 September 2026 were confirmed to depositories.
• Securities for dematerialisation have been listed on the stock exchanges where the earlier issued securities are listed.
• Security certificates received for dematerialisation were mutilated and cancelled after due verification.
• Depository's name was substituted as registered owner within prescribed timelines.

Financial highlights

• Board approves standalone unaudited Q1 and H1 results ended 30 Sep 2026.
• Revenue from operations: Q1 127.40 lakh; H1 231.90 lakh; FY26 253.64 lakh.
• Net profit after tax: Q1 12.41 lakh; H1 18.05 lakh; FY26 33.14 lakh.
• EPS (basic/diluted): Q1 0.95; H1 1.39; FY26 3.31.
• Auditor's report: Qualified Opinion on Limited Review.
• Single reportable segment.

Balance sheet snapshot

• Total assets: 1,070.75 lakh as at 30 Sep 2026.
• Total equity: 901.20 lakh; current liabilities: 169.55 lakh.

Cash flows & financing

• Net cash from operating activities: (777.66) lakh.
• Net cash from financing activities: (778.24) lakh.
• End cash balance: 1.19 lakh.

Key financing items

• Proceeds from issue of share capital: 750.00 lakh.
• Proceeds from short-term borrowings: 28.24 lakh.

Notes

• Board meeting held 14 Oct 2026; Limited Review Report enclosed.
• Company has a single reportable business segment.

Capital action: warrants issued

• Total warrants allotted: 7,811,100 Fully Convertible Equity Warrants on a preferential basis.
• Issue price Rs 12 per warrant, including Rs 2 premium, under third tranche.
• Allottees: Vishal Ishvarbhai Patel and Patel Vinodbhai Ramabhai; both Public category.
• Post-issue shareholding: 18% for Patel; 11.7% for Ramabhai.
• Upfront payment received: 25% of consideration from proposed allottees.
• Converted equity not yet issued; paid-up capital remains unchanged.
• Exercise period: warrants exercisable within 18 months from allotment.
• Regulatory approvals: BSE in-principle approval received on Sept 22, 2026.
• Issuance under SEBI ICDR 2018; third tranche.

Capital action

• Allotment of 73,50,700 FC warrants on preferential basis to two allottees in second tranche.
• Warrants issued at Rs 12 per warrant, including Rs 2 premium.
• No change in paid-up share capital due to warrant allotment.
• 25% upfront consideration received from proposed allottees.
• Allottee 1: Bhanuben Vinodbhai Patel, Public, 31,29,700 warrants.
• Allottee 2: Rinkal J Patel, Promoter & Promoter Group, 42,21,000 warrants.
• Total warrants allotted: 73,50,700; post-issue ownership as per Annexure I(B).
• Each warrant convertible into equity within 18 months; 25% upfront, 75% on exercise.
• BSE in-principle approvals received on Sept 22, 2026.
• EGM Special Resolution passed on Sept 3, 2026 enabling the issue.

Warrants allotment

• Board approved allotment of 98,38,200 Fully Convertible Equity Warrants on a preferential basis.
• Warrants issued to two allottees: promoter group and public.
• Issue price set at Rs 12 per warrant, including Rs 2 premium.
• Proposed allottees paid 25% upfront of the consideration.
• No change in paid-up share capital on allotment.
• In-principle approvals from BSE obtained on Sept 22, 2026.
• Special resolution passed by members in EGM on Sept 3, 2026.
• Post-issue shareholding totals 1,04,88,200 shares (39.88%).
• Warrants convertible into equity within 18 months from allotment.

Resolutions

• Special resolution: Issue and allot 25,000,000 fully convertible equity warrants to promoter and non-promoter via preferential issue.
• Special resolution: Change in object clause and Clause III of MOA.
• Special resolution: Appoint Sakshi Dwivedi as Independent Non-Executive Director.

Voting status

• Voting results pending; not disclosed in filing.

Shareholding/Control Impact

• Potential dilution on warrant exercise; details depend on conversion terms.

Management/board changes

• Ms. Sakshi Dwivedi appointed as Independent Director.

Governance/Objects impact

• Change in object clause and MOA may broaden/narrow company's scope.

EGM purpose

• Special EGM to approve up to 2,50,00,000 warrants via preferential issue.
• Issue price Rs 12 per warrant; up to Rs 30 crore.
• Allotment to promoter and non-promoter categories in one or more tranches.
• Warrants exercisable within 18 months; 25% upfront payment.
• Board authorized to finalize terms, undertake listings, and related actions.
• Special resolution also covers MOA change and independent director appointment.

Resolution 1: Warrants details

• Type: Special resolution for preferential issue.
• Number: up to 2,50,00,000 warrants at Rs 12 each.
• Proposed allottees include promoter group and non-promoter category.
• Promoter group commitments total up to Rs 11.19 crore.
• Floor price Rs 12; 18-month exercise window.
• Upfront 25% payment; balance on exercise.
• Warrants vest lock-in; no transfer during lock-in.
• Promoter/director interest: promoter subscribers included.
• Outcome: not specified in this notice.

Resolution 2: MOA change

• Type: Special resolution to change Object Clause of MOA.
• New object enables CBG and renewable energy activities.
• Ethanol object deleted from Clause III(A).
• Director authorized to execute documents to effect change.

Resolution 3: Independent Director

• Type: Special resolution to appoint Sakshi Dwivedi as Independent Director.
• Term: five years from Aug 6, 2026.
• Not liable to retire by rotation; sitting fees as decided.
• Declaration of independence; no Aurique shares held.

Impact & governance

• Post-issue promoter holding reduces to 39.06%; non-promoters 60.94%.
• No change in control asserted in notice.
• Proceeds use: 95% working capital, 5% general corporate.
• Total proceeds up to Rs 30 crore.
• Proceeds to be utilized within 18 months.
• Objects to be utilized in phases per ICDR Regulations.
• Warrants and shares to be listed on stock exchanges.
• Notice confirms remote e-voting and VC participation.

Convertible warrants

• Approved issue of up to 2.50 crore Fully Convertible Equity Warrants at Rs 12 each, convertible within 18 months.
• Warrants to be allotted to six specified investors.
• Aggregate value up to Rs 30 crore on full exercise.

EGM and voting arrangements

• Notice for Extraordinary General Meeting on Sep 3, 2026 via video conferencing.
• MUFG Intime (India) Private Limited appointed Remote E-Voting Agency.
• Kamlesh Mahendra Shah appointed Scrutinizer for e-voting.
• Notice of EGM to be submitted to stock exchanges and e-voting platforms.

Governance changes: directors and auditors

• Resignation of Non-Executive Independent Director Bhargavi Gupta.
• Appointment of Sakshi Dwivedi as Additional Independent Director, effective Aug 6, 2026, for five years.
• Reconstitution of NRC: Akash Patel (Chair), Sakshi Dwivedi (Member), Mayank Sedani (Member).
• Reconstitution of SRC: Akash Patel (Chair), Sakshi Dwivedi (Member), Mayank Sedani (Member).
• Tax Auditor M/s J M Patel & Bros appointed for FY2026-27 to FY2030-31.
• Internal Auditor Mikil Vora & Associates appointed for FY2026-27 to FY2030-31.
• Internal Auditor PSG and Associates resigned effective Aug 6, 2026.

Regulatory and MOA changes

• Altered Object Clause in MOA to include CBG, Bio-CNG, Hydrogen, biodiesel, and renewable fuels.