Taneja Aerospace & Aviation Ltd

To,

The Members,

Your Directors have pleasure in presenting the Thirty-Fifth Annual Report and the Audited Financial Statements for the financial year ended March 31, 2024.

During the year under review, the total income of the Company was Rs. 3086.05 as compared to Rs. 3324.85 Lakhs during the comparable previous year. The total comprehensive income for the year was Rs. 1082.14 as compared to Rs. 1090.91 Lakhs during the comparable previous year.

During the year, the Company has not transferred any amount to General Reserves.

The Board of Directors of the Company had declared Dividend twice during the FY 2023-24 as below:

1. 1^st interim dividend of Rs. 2.50/- (Two Rupees and Fifty Paisa only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 6,23,26,840/- during the Financial Year 2023-24.

2. 2^nd interim dividend of Rs. 1.50/- (One Rupee Fifty Paisa only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 3,73,96,104/- during the Financial Year 2023-24.

The interim dividend(s) was paid to those members of the Company whose names appeared in the Register of Members of the Company as on August 08, 2023 and November 13, 2023 respectively.

Your Company's Board of Directors as on the financial year ended March 31, 2024 comprises of 6 (six) Directors including 2 (Two) Non-Executive Directors (33.33%), 2 (two) Executive Director (33.33%) and 2 (Two) Independent Directors (33.33%) including a Woman Executive Director and Non-Executive Independent Director as Chairman and the same is disclosed in the Report on Corporate Governance as set out separately in this Annual Report. Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or any commission or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/Committee of the Company

In accordance with the provisions of the Companies Act, 2013 (‘Act') and Articles of Association of the Company, Mr. Salil Taneja, Director of the Company, retires by rotation and being eligible, offers himself, for re-appointment.

The Independent Directors have given Declaration pursuant to Section 149(7) of the Act & Regulation 25(8) of (‘Listing Regulations') stating that they meet the criteria of independence. The Board is assured that the Independent Directors of the Company possess adequate proficiency, experience, expertise and integrity. The annual performance evaluation has been done by the Board of its own performance and that of its committees and individual Directors based on the criteria for evaluation of performance of Independent Directors and the Board of Directors and its Committees, as approved by the Nomination and Remuneration Committee which the Board found to be satisfactory.

The details of familiarization program of Independent Directors, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company & related matters are put up on the Company's website: www.taal.co.in.

As on the date of this report, the Company has one subsidiary company. In accordance with Section 129 (3) of the Act, a statement containing salient features of the financial statement of the subsidiary company in Form AOC-1 is provided in financial statements forming part of this Annual Report.

A report on the performance and financial position of the subsidiary company is provided in the Financial Statements forming part of this Annual Report for the Financial Year 2023-24.

The Company has framed a Policy for determining Material Subsidiaries which is available on its website: www.taal.co.in

Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Pursuant to the Listing Regulations, a separate section on Management Discussion & Analysis is forming part of this Report.

In terms of Regulation 34 of the Listing Regulations, a separate section on Corporate Governance Report together with Certificates is forming part of this Report.

The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as required under Regulation 17(8) of the Listing Regulations. Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

The Board met 6 times during the financial year. The meeting details are provided in the Corporate Governance Report that forms part of this Annual Report.

The intervening gap between the Meetings was within the period prescribed under the Act / Listing Regulations.

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, your Directors make the following statement:

i) that in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii) that the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & prudent so as to give a true and fair view of the state of affairs of the Company at end of the financial year March 31, 2024 and of the profit of the Company for that period;

iii) that 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 & other irregularities;

iv) that the Directors have prepared the annual accounts on a going concern basis;

v) that the directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

vi) that the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) has been placed on the website of the Company at www.taal.co.in

The particulars as required under Section 134(3)(m) of the Act is forming part of this Report as Annexure ‘A'.

The Nomination & Remuneration Policy of the Company on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director & other matters is available on the website at www.taal. co.in The criteria for performance evaluation as laid down by Nomination & Remuneration Committee (‘NRC') have been defined in the Nomination & Remuneration Policy.

Details pertaining to remuneration of Directors and employees required under Section 197(12) of the Act read with Rules framed thereunder are forming part of this Report as Annexure ‘B'. A statement showing details of employees in terms of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. However, in terms of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members and others entitled there to. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting (‘AGM'). If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard at secretarial@taal.co.in.

M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/ W100621) was appointed as the Statutory Auditors of the Company in the 33^rd AGM held on September 27, 2022 for a period of five years i.e. till the conclusion of the 38^th AGM of the Company. Accordingly, M/s. KKC & Associates LLP, Chartered Accountants holds office of Statutory Auditors till conclusion of 38^th AGM.

Pursuant to Section 204 of the Act and the Rules made thereunder, the Board of Directors has appointed Anuj Nema, Practicing Company Secretary as Secretarial Auditor to undertake Secretarial Audit of the Company for the period ended March 31, 2024.

The Report of the Secretarial Auditors in Form MR 3 is annexed herewith as an Annexure ‘C' to this Report.

With respect to observations made by the Secretarial Auditor in their audit report for the year ended March 31, 2024, are self-explanatory and do not call for any further comments.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's report.

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Act has been given in Notes to Financial Statements forming part of this Annual Report.

The Company faces both internal and external risks. Also, we focus on risks in the short, medium as well as long term. Risk management is an integrated aspect of Company's business operations. On a regular basis, an extensive risk assessment is conducted in which business lines and corporate functions identify all significant risks. The risks are then consolidated and assessed on their potential impact and probability, which is then reported to the Board of Directors. Responsibilities are assigned for significant risks and mitigating initiatives are established and tracked.

The Company has duly constituted CSR Committee in compliance with the Section 135 of the Act and the applicable Rules.

The composition of CSR Committee is mentioned in Report on Corporate Governance forming part of this Report.

Annual Report on CSR Activities for the Financial Year ended March 31, 2024 forms part of this Report as Annexure ‘D'.

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also take review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.

During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2023-24 are given in the Report on Corporate Governance forming part of this Annual Report.

The Whistle Blower Policy/ Vigil Mechanism of the Company as established by the Board is available on its website of the Company at www.taal.co.in

All transactions entered into by the Company with Related Parties for the year under review were on arm's length basis. The related party transactions are entered into based on considerations of various business requirements. Pursuant to section 177 of the Companies Act, 2013 and regulation 23 of SEBI LODR Regulations, 2015, all Related Party Transactions were placed before the Audit Committee for its approval. Prior omnibus approval from the Audit Committee is obtained for transactions which are repetitive and also in ordinary course of business.

The Company has also obtained approval of shareholders for Material related party transaction through Postal Ballot during the year.

As stipulated by Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of Related Party Transactions are given in Form No. AOC – 2 as Annexure ‘E' and the same form an integral part of this report.

Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board may be accessed on the Company's website: www.taal.co.in

The Company has in place policy for Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Board of Directors of the Company has also constituted an Internal Complaint Committee in this regard to redress complaints. During the year under review, there were no complaints received pursuant to the aforesaid Act. The details and Members of the Committee are displayed on the website of the Company www.taal.co.in

The Board ensured that all Company policies are in line with the changes in legislation. The updated policies have been hosted on the official website of the Company www.taal.co.in

The Ministry of Corporate Affairs notified the Secretarial Standard on Meetings of the Board of Directors (SS– 1), Secretarial Standard on General Meetings (SS–2), Secretarial Standard on Dividend (SS–3) and Secretarial Standard on Report of the Board of Directors (SS-4). The Company complies with Secretarial Standards and guidelines issued by the Institute of Company Secretaries of India (ICSI).

1. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

2. There is no change in the nature of business of the Company.

3. There was no change in the authorized share capital. However, paid up share capital was increased from Rs. 12,46,53,680/- (Rupees Twelve Crore Forty-Six Lakhs Fifty-Three Thousand Six Hundred and Eighty Only) to Rs. 12,75,02,680/- (Rupees Twelve Crore Seventy-Five Lakhs Two Thousand Six Hundred and Eight Only) by issuing 5,69,800 Equity shares of Rs. 5 each at premium of Rs. 346/ - on a preferential basis.

4. There have been no material changes and commitment, if any affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial report relates and the date of the report.

5. In terms of provisions of Section 148 of the Act read with Rule 3 of Companies (Cost Record and Audit) Rules, 2014, the Company is not required to maintain the cost records for the Financial Year 2023-24.

Your Directors express their appreciation for the continued support and co-operation received by the Company from its employees, Customers, Bankers, Shareholders, Suppliers, Business Partners, Defence Research and Developmental Organizations, Aviation Authorities and other Indian Services and the Central and State Governments. The Directors also express their gratitude and sincere appreciation to all the employees of the Company for their contribution, hard work and commitment.