Directors Report of Taneja Aerospace & Aviation Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the thirty-sixth Annual
Report and the Audited Financial Statements for the financial year
ended March 31, 2025.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2024-25	2023-24
Revenue from operations	4061.69	3035.20
Expenditure	1871.44	1535.75
Profit/ (Loss) after Tax	1807.62	1113.15

OPERATIONS

During the year under review, the total income of the Company
was Rs. 4,214.61 lakh as compared to Rs. 3086.05 Lakhs during
the comparable previous year. The total comprehensive income for
the year was Rs. 1,829.43 lakh as compared to Rs. 1082.14 Lakhs
during the comparable previous year.

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors of the Company had declared Dividend
twice during the FY 2024-25 as below:

1. 1^st interim dividend of Rs. 1.00/- (One Rupee only) on each
fully paid equity shares of Rs. 12,75,02,680 to those members
whose name appear in the register of members as on 19^th
November, 2024 being the record date for the payment of
interim dividend during the Financial Year 2024-25.

2. 2^nd interim dividend of Rs. 1.50/- (One Rupee Fifty Paisa only)
on each fully paid equity shares of Rs. 12,75,02,680 to those
members whose name appear in the register of members as on
14^th February, 2025 being the record date for the payment of
interim dividend during the Financial Year 2024-25.

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 November 19, 2024 and February 14, 2025 respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013
(‘Act’) and Articles of Association of the Company, Ms. Rahael
Shobhana Joseph, Director of the Company, retires by rotation and
being eligible, offers herself, 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
posses 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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE
COMPANIES

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 2024-25.

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

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE 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.

MEETINGS OF THE BOARD

The Board met 5 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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, 2025 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.

ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY,
ABSORPTION & FOREIGN EXCHANGE EARNINGS &
OUTGO

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

POLICY ON NOMINATION & REMUNERATION OF
DIRECTORS

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 and other office
as mentioned on the Company Master data 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
[e-mail].

AUDITORS

a. STATUTORY AUDITORS

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.

b. SECRETARIAL AUDITOR

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, 2025.

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

There are no observations made by the Secretarial Auditor in
their audit report for the year ended March 31,2025, the Report
is self-explanatory and do not call for any further comments.

c. REPORTING OF FRAUDS BY AUDITORS

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 AND
INVESTMENTS

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.

RISK MANAGEMENT

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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’.

INTERNAL FINANCIAL CONTROLS

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 takes 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 was
observed by them.

AUDIT COMMITTEE AND VIGIL MECHANISM

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 2024-25 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

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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.

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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

KEY MANAGERIAL PERSONNEL (KMP)

Sr. No.	Name of the Person	Designation
1.	Rakesh Duda	Managing Director
2.	Rahael Shobhana Joseph	Whole Time Director
3.	Jitendra Muthiyan	Chief Financial Officer
4.	Ashwini Navare	Company Secretary

COMPANY’S POLICIES

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

SECRETARIAL STANDARDS

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).

GENERAL

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 as well as paid up share
capital of the Company during the year under review.

4. There have been no material changes and commitment, if
any affecting the financial position of the Company which
have occurred between the ends 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 2024-25.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

Date: May 13, 2025 Dr. Prahlada Ramarao

Place: Bengaluru Chairman

---

Mar 31, 2024

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

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2023-24	2022-23
Gross Income	3086.05	3324.85
Expenditure	1535.75	1680.97
Profit/ (Loss) after Tax	1113.14	1098.70

OPERATIONS

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.

TRANSFER TO RESERVES

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

DIVIDEND

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE 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.

MEETINGS OF THE BOARD

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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.

ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

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

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS

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 [e-mail].

AUDITORS

a. STATUTORY AUDITORS

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.

b. SECRETARIAL AUDITOR

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.

c. REPORTING OF FRAUDS BY AUDITORS

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 AND INVESTMENTS

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.

RISK MANAGEMENT

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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’.

INTERNAL FINANCIAL CONTROLS

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.

AUDIT COMMITTEE AND VIGIL MECHANISM

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

KEY MANAGERIAL PERSONNEL (KMP)

Sr. No.	Name of the Person	Designation
1.	Rakesh Duda	Managing Director
2.	Rahael Shobhana Joseph	Whole Time Director
3.	Mahendra Nalluri (upto 22.01.2024)	Chief Financial Officer
4.	Ashwini Navare	Company Secretary

COMPANY’S POLICIES

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

SECRETARIAL STANDARDS

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).

GENERAL

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.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

Date: May 17, 2024 Dr. Prahlada Ramarao

Place: Bengaluru Chairman

---

Mar 31, 2023

Your Directors have pleasure in presenting the Thirty-fourth Annual Report and the Audited Financial Statements for the financial year ended March 31,2023.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2022-23	2021-22
Gross Total Income	3,324.85	3,198.58
Expenditure	1,680.97	1,916.70
Profit before exceptional items and tax	1643.88	1281.88
Profit/ (Loss) after Tax	1,098.70	546.89

OPERATIONS

During the year under review, the total income of the Company was Rs 3,324.85 Lakhs as compared to Rs. 3,198.58 Lakhs during the comparable previous year. The total comprehensive income for the year was Rs. 1090.91 Lakhs as compared to Rs. 531.70 Lakhs during the comparable previous year.

TRANSFER TO RESERVES

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

DIVIDEND

The Board of Directors of the Company had declared Interim Dividend twice during the FY 2022-23 as below:

1. 1^st interim dividend of Rs. 2/- (Re. Two only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 4,98,61,472/- during the Financial Year 2022-23.

2. 2^nd interim dividend of Rs. 2/- (Re. Two only) on each fully paid 2,49,30,736 equity shares of Rs. 5/- each amounting to Rs. 4,98,61,472/- during the Financial Year 2022-23.

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 May 19, 2022 and February 02, 2023 respectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the year under review, Mr. Rakesh Duda was appointed as an Additional Director (Non-Executive, Non-Independent category) with effect from March 31, 2022 and subsequently designated as Managing Director (Executive category) of the Company for a period of 3 years with effect from May 16, 2022 to May 15, 2025.

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 posses 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.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

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 2022-23.

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

PUBLIC DEPOSITS

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.

MANAGEMENT DISCUSSION & ANALYSIS

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

CORPORATE GOVERNANCE 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.

MEETINGS OF THE BOARD

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

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 31,2023 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.

ANNUAL RETURN

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

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

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

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS

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 [e-mail].

AUDITORS

a. STATUTORY AUDITORS

M/s. MSKA & Associates, Chartered Accountants (Firm Registration No. 105047W) was appointed as the Statutory Auditors of the Company in the 28^th AGM held on September 26, 2017 for a period of five years i.e. till the conclusion of the 33^rd AGM of the Company. Accordingly, M/s. MSKA & Associates held the office of Statutory Auditors till conclusion of 33^rd AGM i.e upto 27.09.2022. As term of Statutory Auditor, Pursuant to Provisions of Company Act, 2013, came to end, Company appointed M/s. KKC & Associates LLP, Chartered Accountants (Firm Registration No. 105146W/ W100621) 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.

In respect of emphasis of matter by Auditors on the Standalone & Consolidated Financial Statement, it has been explained in Notes forming part of the Financial Statements which are selfexplanatory & therefore do not call for any further comments.

b. SECRETARIAL AUDITOR

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, 2023.

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, 2023, are selfexplanatory and do not call for any further comments.

c. REPORTING OF FRAUDS BY AUDITORS

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 AND INVESTMENTS

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.

RISK MANAGEMENT

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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, 2023 forms part of this Report as Annexure ‘D’.

INTERNAL FINANCIAL CONTROLS

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.

AUDIT COMMITTEE AND VIGIL MECHANISM

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 2022-23 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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year, the Company has not entered into any contracts with related parties which were not at arm’s length basis or not in the ordinary course of business and further would be considered material in accordance with the policy of the Company on Materiality of Related Party Transactions.

Hence, there is no information required to be provided in Form AOC-2, while the particulars of all related party transactions in terms of Ind AS 24 has been given in Notes to Financial Statements forming part of this Annual 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

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

KEY MANAGERIAL PERSONNEL (KMP)
Sr. No.	Name of the Person	Designation
1.	Rakesh Duda	Managing Director
2.	Rahael Shobhana Joseph	Whole Time Director
3.	Mahendra Nalluri	Chief Financial Officer
4.	Shruti Zope (upto 30.06.2022)	Company Secretary
5.	Ashwini Navare (w.e.f. 09.08.2022)	Company Secretary

COMPANY’S POLICIES

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

SECRETARIAL STANDARDS

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).

GENERAL

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 as well as paid up share capital of the Company during the year under review.

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 2022-23.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors

Date: May 13, 2023 Dr. Prahlada Ramarao

Place: Bengaluru Chairman

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Mar 31, 2018

To the Members of Taneja Aerospace and Aviation Limited

The Directors have pleasure in presenting the Twenty-Nineth Annual Report and the Audited Financial Statements for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS (Rs. in Lakhs)

Particulars	2017-18	2016-17
Gross Income	3246.75	3896.29
Expenditure	3220.06	3820.34
Profit/ (Loss) after Tax	28.75	75.81

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company had adopted Ind AS with effect from April 01, 2017 pursuant to the Ministry of Corporate Affairs notification dated February 16, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015. Accordingly, the Financial Statements for the year ended March 31, 2018 of the Company was prepared with comparative data, in compliance with Ind AS.

RESERVES

There is no amount proposed to be transferred to reserves.

DIVIDEND

Your Directors do not recommend any dividend for the year ended March 31, 2018.

OPERATIONS

During the year under review the total income of the Company was Rs. 3,246.75 Lakhs as compared to 3,896.29 during the comparable previous year. The total comprehensive income for the year was Rs. 28.75 Lakhs as compared to Rs. 75.51 Lakhs during the comparable previous year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

During the financial year 2017-18 Mr. R Surie, Mr. R Poornalingam, Mr. N Chandra ceased to be the independent directors ceased to be the director of the company w.e.f 27.09.2017 on the expiry of their term.

Mr. C S Kameswaran ceased to be the director of the company w.e.f 27.09.2017 on the expiry of their term. Further Mr. C S Kameswaran was appointed as additional director w.e.f 27.09.2017. However, due to his sad demise, he ceased to be the director w.e.f 07.02.2018.

Mrs. Rahael Shobhana Joseph, was appointed as additional director (non-independent category) and holds office upto the conclusion of the ensuing Annual General Meeting. Member’s approval shall be sought in the ensuing AGM for her appointment as director liable to retire by rotation.

Dr. Prahlada Ramarao was appointed as additional director (Independent category) during the financial year 2017-18 and holds office upto the conclusion of the ensuing Annual General Meeting. Member’s approval shall be sought in the ensuing AGM for his appointment as Director, not liable to retire by rotation (Independent category) for a period of two years.

Mr. Muralidhar Chitteti Reddy was appointed as additional director (Independent category) during the financial year 201718 and holds office upto the conclusion of the ensuing annual general meeting. Member’s approval shall be sought in the ensuing AGM for his appointment as director liable to retire by rotation.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Companies Act, 2013 (‘Act’).

The annual performance evaluation has been done by the Board of its own performance and that of its Committees and individual Directors which the Board found to be satisfactory.

Details of familiarization programme 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 its website www.taal. co.in

Mr. Arif Ahmed resigned as Chief Financial Officer w.e.f. June 14, 2018.

Mr. Chetan Nathani, Company Secretary resigned as Company Secretary and Compliance Officer with effect from April 04, 2018.

AUDITORS

M/s. MSKA & Associates (formerly known as M/s MZSK & Associates), Chartered Accountants (Firm Registration No. 105047W) was appointed as the Statutory Auditors of the Company in the AGM held on September 26, 2017 for a period of five years i.e. till the conclusion of the 33rd Annual General Meeting of the Company.

In respect of Emphasis of Matter by Auditors on the Standalone & Consolidated Financial Statement, it has been explained in Notes forming part of the Financial Statements which are self-explanatory & therefore do not call for any further comments.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

As on date of this report, the Company has one subsidiary. A statement containing salient features ofthe 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 is of the subsidiary company is provided in the Financial Statements forming part of this Annual Report.

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

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS

Pursuant to the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), a separate section on Management Discussion & Analysis is forming part of this Report.

CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI (LODR) Regulations, 2015 (‘Listing Regulations’), a separate section on Corporate Governance Report together with Certificates is forming part of this Report.

The Whole Time Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the aforesaid Regulations.

Certificate from practicing Company Secretary regarding compliance of conditions of Corporate Governance is annexed to this Report.

MEETINGS OF THE BOARD AND INDEPENDENT DIRECTORS MEETING

Eight Board Meetings were held during the year. The Particulars of meetings held & attended by directors are given in the Corporate Governance Report forming part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, 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, 2018 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 Companies Act, 2013 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 Directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is forming part of this Report as Annexure ‘A’.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO

The particulars as required under Section 134(3)(m) of the Companies Act, 2013 is forming part of this Report as Annexure ‘B’.

POLICY ON NOMINATION & REMUNERATION OF DIRECTORS

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 its website www.taal. co.in

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 ‘C’.

SECRETARIAL AUDIT REPORT

Pursant to Section 204 of the Act and the Rules made thereunder the Board has appointed M/s DVD & Associates, Company Secretaries in practice as Secretarial Auditor to undertake the secretarial audit of the Company. The Report of Secretarial Auditors in Form MR-3 is forming part of this Report as Annexure-‘D’.

The approval of the statutory authority was pending / under process for the appointment of Woman Director / third director on the Board of Directors of the Company.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees & Investments covered under Section 186 of the Companies Act, 2013 has been given in Notes to Financial Statements forming part of this Annual Report.

RISK MANAGEMENT

The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Company has already identified the key risk as delays in award of Government orders for its core business..

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company was not required to constitute a Corporate Social Responsibility Committee during the year under review.

INTERNAL FINANCIAL CONTROLS

Internal controls of the Company are being strengthened by putting in place appropriate systems and processes taking into account the changing business environment and the scale of operations and the comments of the Auditor.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Composition of Audit Committee is mentioned in Report on Corporate Governance forming part of this Report.

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year the company has not entered into any contracts with related parties which were not on arm’s length basis or not in the ordinary course of business and further would be considered material in accordance with the policy of the company on Materiality of Related Party Transactions.

Hence, there is no information required to be provided in form AOC-2 while the particulars of all related party transactions in terms oflnd AS 24 are forming part of the financial statements.

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

GENERAL

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 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.

4. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

5. The Company has complied with applicable Secretarial standards.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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.

For and on behalf of the Board of Directors

Dr. Prahlada Ramarao C M Reddy

Director Director

Bengaluru,

May 29, 2018

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Mar 31, 2016

The details of familiarization programme of Independent Directors with the Company, their roles, rights, responsibilities Balie Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on its website www.taal.co.in

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Salil Taneja retires by rotation and being eligible, offers himself, for re-appointment.

Directors’ Report

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-seventh A Report and the Audited Financial Statements for the financial year ended March 31 206.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Particulars	2015-16	20)4-5
Gross Income	6256.11	3 7168
Expenditure	6682.51	494.96
Profit/ (Loss) after Tax and	(430.50)	(476.91)
Prior Period Items

Mr. Raj Sureka ceased to be a Director of the Company w.e.f. October 1,2015.

AUDITORS

M/s. MZSK & Associates, Chartered Accountants retire as Statutory Auditors ofthe Company atthe conclusion of ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

Pursuant to the provisions of Section B9 of the Act &the rules frame there under, it is proposed to appoint M/s. MZSK & Associates, Chartered Accountants as Statutory Auditors of the Company for a period of one year from the conclusion of the forthcoming AGM until the conclusion of28thAGM of the Company. of

DIVIDEND

Your Directors are unable to recommend dividend for the financial year ended March 31 206, in view of the loss.

SCHEME OF ARRANGEMENT

During the year under review, pursuant to the Scheme Arrangement between Taneja Aerospasce and Aviation Ltd. i TAAL Enterprises Ltd. (TEL) as sanctioned by the Hon’ble Madras High Court vide its Order dated June 22, 2015, the Company demerged its Charter business and investments in First Airways Inc. USA and TAAL Tech India P Ltd. with effect August 21 205. Pursuant to the said Scheme of Arrangement 50,000 equity shares of Rs 10/-each held by the Company Intel were reduced & Cancelled.

OPERATIONS

The Company has registered a significant growth in revenue during the year on account of improved business environment mostly driven by exports.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. R Poomalingam, Mr. R. Suri and Mr. N Chandra Independent Directors of the Company are proposed to be re-appointed as Independent Directors of the Company.

Mr. Ajay Gupta resigned as Chief Financial Officer of the Company w.e.f October 1,2015.

Mr. Arif Ahmad was appointed as Chief Financial Officer of the Company w.e.f. February 11,2016.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Companies Act, 2013 (Act).

Performance evaluation of Independent Directors, Boa Committees and other individual Directors has been done by the Board of Directors of the Company.

n respect of the Emphasis of Matter by the Auditors on th Standalone and Consolidated Financial Statements, it has been explained in the Notes forming part of the said Financial Statements which are self-explanatory and therefore do not call tfor any further comments.

SUBSIDIARY AND ASSOCIATE COMPANIES

During the year under review, AA Enterprises L,tTAAL Tech India P. Ltd. and First Airways Inc. USA, ceased to be subsidiaries of the Company. and

TAAL Aero systems P. Ltd. ceased to be an Associate Company effective from April 7, 20)5

As on date of this report, the Company has only one subsidiary.

A Report in Form AOC-1 on performance & financial position of the subsidiary is forming part of this Annual Report.

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

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT

Pursuant to the SEBI (LODR) Regulations, 2015, a separate _rg3ction on Management Discussion & Analysis and Corporate Governance Report together with Certificates is forming part of this Report.

RISK MANAGEMENT

The Company is developing a risk management frame work including the policy covering material risks. The Company has identified the key risk as delays in award of Government orders _errand fore risk for its core manufacturing.

DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments an estimates, that are reasonable and prudent so as to gi'' true and fair view of the state of affairs of the Company at the end of the financial year March 31,2016 and of the Loss of the Company for that period;

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records accordance with the provisions of the Act for safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

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

v) Post demerger, Internal financial Controls system of the Company are undergoing changes, which are in the process of being documented and evaluated; and

vi) That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws ar that such systems were adequate and operating effective

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is forming this Report as Annexure A. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company on director’s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on its website www.taal.c

Details pertaining to remuneration of Directors and employ; required under Section 197(12) of the Act, read with Rules framed there under are forming part of this Report as Annexure C.

SECRETARIAL AUDIT REPORT

The Report of the Secretarial Auditors in Form MR-3 is form of this Report as Annexure D. With reference to the observe mentioned in the Secretarial Audit Report, during the year u review, the Company has appointed a Woman Director.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of Loans, Guarantees and Investments covered u Section B6 of the Act has been given in the Notes to Finance Statements forming part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

Post demerger, Internal financial Controls system of the Company are undergoing changes, which are in the process of being documented and evaluated.

AUDIT COMMITTEE AND VIGIL MECHANISM

The Composition of Audit Committee is mentioned in the Corporate Governance Report which is forming part of this Report. ding

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

There is no information required to be provided in Form AOC-2 with regard to particulars of contracts or arrangement with related parties. while the particulars of all Related Party Transactions in terms ofAS-18 are forming part of the financial statements.

GENERAL

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

2. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

REGISTRAR AND SHARE TRANSFER AGENT

SEBI vide its Order dated March 22, 2016, debarred Sharper Services (India) P Ltd. (Sharepro), Registrar and Share Transfer Agent (RTA) of the Company, from dealing in Capital Market.

SEBI has also advised clients of Sharepro to shift their activity relating to RTA to another RTA registered with SEBI. co.in

Accordingly, the Company has appointed Bigshare Services yeP sLtd. as its RTA in place of Sharepro.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its Customers, dunkers, Shareholders, Suppliers, Business Partners, Defence _autograph and Developmental Organizations, Aviation Authorities inhere 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.

For and on behalf of the Board of Directors

Place: Plune Salil Taneja

August 0 206 Chairman

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Mar 31, 2014

Dear Members,

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-fifth Annual Report and the Audited Accounts for the year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

(Rs.in Lakhs) Particulars 2013-14 2012-13

Gross Income 5472.05 5422.45

Expenditure 4705.98 4575.54

Finance Charges 543.27 455.95

Depreciation 352.43 361.40

Profit/(Loss) before Tax (129.63) 29.56

Provision for Taxation - - (including Deferred Tax)

Prior Period Items 2.46 (0.57)

Profit/(Loss) after Tax and (132.10) 28.99 Prior Period Items

DIVIDEND

With a view to conserve resources, your Directors do not recommend dividend for the year ended on March 31, 2014.

OPERATIONS

The overall business was negatively impacted by depressed economic conditions, denting the top line and bottom line of the Company.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting (''AGM'') and being eligible have offered themselves for re-appointment.

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, it is proposed to appoint Haresh Upendra & Co., Chartered Accountants as Statutory Auditor of the Company for a period of one year from the conclusion of the forthcoming AGM until the conclusion of 26th AGM of the Company.

COST AUDIT

The Central Government had approved the appointment of J. H. & Associates, Cost Accountants, as Cost Auditor of the Company for the Financial Year 2013-14.

As per Companies (Cost Accounting Records) Rules, 2011,

the Cost Compliance Report for the Financial Year 2012-13 was due on September 28, 2013 and was filed with the Ministry of Corporate Affairs on September 26, 2013.

SUBSIDIARY COMPANIES

During the year under review, TAAL Aerosystems Private Limited, ceased to be a subsidiary of the Company.

As on date of this report, the Company has three subsidiaries.

The Central Government has granted general exemption to the holding companies from attaching the annual accounts of their subsidiary companies. The annual accounts of these subsidiary companies and other relevant information shall be made available for inspection at the Company''s Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors'' Report is attached hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act,1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956, the Directors confirm:

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

Directors'' Report (Contd.)

ii. that the Directors have selected accounting policies and applied them consistently and made judgements 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 March 31, 2014 and of the loss 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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.

For and on behalf of the Board of Directors

Salil Taneja Pune, May 28, 2014 Chairman

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Mar 31, 2013

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-fourth Annual Report and the Audited Accounts for the year ended March 31, 2013.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs) Particulars 2012-13 2011-12

Gross Income 5,422.45 5,225.51

Expenditure 4,575.54 4,004.10

Finance Charges 455.95 494.35

Depreciation 361.40 342.54

Profit/(Loss) before Tax 29.56 384.52

Provision for Taxation (including Deferred Tax)

Prior Period Items (0.57) 1.87

Profit/(Loss) after Tax and 28.99 386.39

Prior Period Items

DIVIDEND

With a view to conserve resources, your Directors do not recommend dividend for the year ended on March 31, 2013.

OPERATIONS

During the year, while general economic slowdown impacted operations in the aviation segment of the Company, the revenues from the engineering design services segment accelerated, thereby ensuring that the overall revenue growth of the Company for the year remained positive.

DIRECTORS

Mr. A. K. Jain, Director of the Company, expired on April 12, 2013. The Board of Directors express grief on his sad demise and places on record its sincere appreciation for valuable services rendered by him during his long association with the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R. Surie and Mr. B. R. Taneja retire by rotation and being eligible, offers themselves, for re-appointment.

Mr. C. S. Kameswaran is being re-appointed as a Whole Time Director designated as Managing Director for a period of one year from December 01, 2012 to November 30, 2013.

The approval of Members for the re-appointment of the aforementioned Directors is being sought in the forthcoming Annual General Meeting.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

SUBSIDIARY COMPANIES

During the year under review, TAAL Tech India Private Limited was incorporated as a Wholly Owned Subsidiary of the Company. As on date of this report, the Company has three direct subsidiaries i.e. First Airways Inc., TAAL Aerosystems Private Limited and TAAL Tech India Private Limited.

The Central Government has granted general exemption to the holding Companies from attaching the Annual Accounts of their subsidiary companies. The Annual Accounts of these subsidiary companies and other relevant information shall be made available for inspection at the Company''s Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

TRANSFER OF ENGINEERING DESIGN SERVICES SEGMENT OF THE COMPANY TO ITS WHOLLY OWNED SUBSIDIARY – TAAL TECH INDIA PRIVATE LIMITED

In order to facilitate independent growth and diversification of its Business, the Engineering Design Services Segment of the Company was transferred to a Wholly Owned Subsidiary Company, TAAL Tech India Private Limited w.e.f. August 1, 2013.

Pursuant to the provisions of Section 293(1)(a) and Section 192A of the Companies Act, 1956 read with the Companies (passing of the resolution by postal ballot) Rules, 2011, the aforesaid transfer was approved by the shareholders vide an Ordinary Resolution passed through the Postal Ballot process, results of which were declared on August 5, 2013.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors'' Report is attached hereto.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act,1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS'' RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors confirm:

i. that in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. that the Directors have selected Accounting Policies and applied them consistently and made judgements 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 March 31, 2013 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. that the Directors have prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

The Directors express their appreciation for the continued support and co-operation received by the Company from its 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.

For and on behalf of the Board of Directors

Pune Salil Taneja

August 05, 2013 Chairman

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Mar 31, 2012

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-Third Annual Report and the Audited Accounts for the year ended March 31, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars 2011-12 2010-11

Gross Income 5,227.73 4,232.62

Expenditure 4,006.32 3,040.94

Finance Charges 494.35 427.67

Depreciation 342.54 328.39

Profit/(Loss) before Tax 384.52 435.62

Provision for Taxation (including Deferred Tax) - 1.25

Prior Period Items 1.87 (7.94)

Profit/(Loss) after Tax and Prior Period Items 386.39 426.43

DIVIDEND

Your Directors do not recommend a dividend for the year ended on March 31, 2012, with a view to conserve resources.

OPERATIONS

The Company has continued to register significant growth in revenue during the year. Revenues in all divisions increased during the year.

DIRECTORS

Mr. S. K. Newlay, Director of the Company, expired on March 5, 2012. The Board of Directors express grief on the sad demise of Mr. S. K. Newlay and place on record their appreciation for valuable services rendered by him to the Company.

Mr. Khushroo Rustumji was appointed as an Additional Director of the Company on May 15, 2012. He holds office upto the date of the ensuing Annual General Meeting (AGM) of the Company and is eligible for appointment. Members' approval has been sought in the Notice convening AGM for his appointment as a Director of the Company liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Salil Taneja retires by rotation and being eligible, offers himself, for re-appointment.

AUDITORS

M/s Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANIES

The Central Government has granted general exemption to the holding companies from attaching the Annual Accounts of their subsidiary companies. The Annual Accounts of subsidiary companies and other relevant information shall be made available for inspection at the Company's Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion & Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors' Report is attached to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) of the Companies Act, 1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) of the Companies Act, 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA).

DIRECTORS' RESPONSIBILITY STATEMENT

As required by Section 217(2AA) of the Companies Act, 1956, the Directors confirm:

i. that in the preparation of the 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 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, March 31, 2012 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Pune Salil Taneja

July 24, 2012 Chairman

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Mar 31, 2011

To the Members of Taneja Aerospace and Aviation Limited

The Directors present herewith the Twenty-second Annual Report and the Audited Accounts for the year ended March 31, 2011.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs) 2010-11 2009-10 (12 Months) (9 Months)

Gross Income 4232.62 2584.63

Expenditure 3040.94 2124.92

Finance Charges 427.67 245.26 Depreciation 328.39 222.64

Profit-(Loss) before Tax 435.62 (8.19)

Provision for Taxation (including Deferred Tax) 1.25 169.79

Prior Period Items 7.94 78.84

Profit/(Loss) after Tax and Prior Period Items 426.43 (256.82)

DIVIDEND

In line with Company's earlier practice, internal generation have been ploughed back into the business to meet the growing needs of Aviation. Your Directors do not recommend a dividend for the year under review ended on March 31, 2011.

OPERATIONS

The Company has registered a significant growth in revenue during the year. This was made possible by an improvement in business environment and consequential performance from all the business activities. The Company's manufacturing growth was steady as envisaged. Also, there was a significant improvement in Charter Operations and Design Engineering Services.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr J P Sureka and Mr S K Newlay retire by rotation and being eligible, offer themselves, for re-appointment.

AUDITORS

M/s. Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

SUBSIDIARY COMPANY

As on the date of this report, the Company has one subsidiary company i.e. First Airways Inc (USA). The Central Government has granted general exemption to the Companies from attaching the Annual Accounts of the subsidiary company. The Annual Accounts of the subsidiary company and other relevant information shall be made available for inspection at the Company's Registered Office.

In accordance with the Accounting Standard (AS 21), the audited consolidated financial statement of the Company forming part of this report is attached hereto.

FIXED DEPOSITS

The Company has not accepted any deposits from the public during the year.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate Section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors' Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earning, Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given under Section 217(2A) (a) of the Companies Act 1956 read with notification dated March 31, 2011 by Ministry of Corporate Affairs (MCA)

DIRECTOR'S RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors' Responsibility Statement is given hereunder:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. That the Directors have selected 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 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis

ACKNOWLEDGMENT

The Directors express their appreciation for the continued support and encouragement received from our Customers, Bankers, Shareholders, Suppliers, Business Partners, Defense Research and Developmental Organizations, Aviation Authorities, Indian Services and Central and State Governments. The Directors express their gratitude and sincere appreciation to all the employees of the Company for their contribution, hard work, and commitment.

For and on behalf of the Board of Directors

Salil Taneja Chairman Pune, June 29, 2011

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Mar 31, 2010

The Directors present herewith the Twenty-first Annual Report and the Audited Accounts for the nine months period ended on March 31, 2010.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2009-10 2008-09 (9 Months) (15 Months)

Gross Income 2584.63 3545.20

Expenditure 2124.92 2332.32

Finance Charges 245.25 365.88

Depreciation 222.64 294.17

Profit before Tax (8.19) 552.83

Provision for Taxation

(including Deferred and

Fringe Benefit Tax) 169.79 8.97

Prior Period Items 78.84 40.40

Profit/(Loss) after Tax and

Prior Period Items (256.82) 503.46

DIVIDEND

Your Directors do not recommend dividend for the period under review ended on March 31, 2010.

SCHEME OF ARRANGEMENT

In terms of the Scheme of Arrangement approved by the Hon’ble High Court, Madras, TAAL Technologies Private Limited a wholly owned subsidiary of the Company merged with the Company effective from April 01, 2008.

OPERATIONS

The sales revenue for the period under review has shown consistent growth in the areas of manufacturing and infrastructure. As you are aware, the Company has re- structured its business areas and now has three distinct business, being Aircraft Manufacturing Complex, Aircraft Sales & Services and Airfield Services & MRO. While the aero-structure business registered steady growth, due to the depressed business conditions in the aviation industry in general and in particular in aircraft sales, the

overall business was negatively impacted, denting the top line and the bottom line of the Company. Your Directors are confident that the fruits of restructuring would be clearly seen in the years to come.

Aero Structure designing business of TAAL Technologies, a division of the Company pursuant to the merger has shown improvements and the effects on the financials of the Company would be seen from next year onwards.

FINANCE

With the objective of augmenting the manufacturing capabilities and working capital requirements, the Company raised additional resources through regular banking channels.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr B R Taneja and Mr A K Jain retire by rotation and being eligible, offer themselves, for re-appointment.

AUDITORS

Haresh Upendra & Co. Chartered Accountants, retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The qualifications made by the Auditors have been explained in the relevant Accounting Policies and Notes to Accounts in Schedule 15, which are self explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANY

The Annual Accounts of First Airways Inc. (USA) the wholly owned subsidiary has not been attached hereto. The Company is awaiting approval from the Central Government, for seeking exemption from attaching the Annual Accounts of the aforesaid subsidiary company. The Annual Accounts of the said subsidiary will be made available to the members for inspection at the Registered Office of the Company.

Statement pursuant to Section 212 (3) of the Companies Act, 1956, relating to subsidiary company forms part of this report. There has been no significant changes in the accounts of subsidiary since the date of its Balance Sheet until the date of the Accounts of your Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate Section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Auditors of the Company on compliance, forming part of the Directors’ Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earning, Outgo etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

The particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 is given in Annexure II to this report.

DIRECTORS RESPONSIBILITY STATEMENT.

As required by Section 217(2AA) of the Companies Act, 1956 the Directors Responsibility Statement is given hereunder:

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

ii) that the Directors have selected 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 for the nine months period ended on March31, 2010 and of the Profit and Loss of the Company as on that date;

iii) that the Directors have 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; and

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

ACKNOWLEDGMENT.

The Board takes this opportunity to thank its Customers, Bankers, Shareholders, Suppliers, Business Partners, Defense Research and Developmental Organizations, Aviation Authorities, Indian Service Force, Central and State Government for their continued support and encouragement to the Company. The Directors also wish to place on record their gratitude and sincere appreciation to all the employees of the Company for their hard work and commitment.

For and on behalf of the Board of Directors

Pune Salil Taneja August 30, 2010 Chairman

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Jun 30, 2009

The Directors present herewith the Twentieth Annual Report and the Audited Accounts for the fifteen months period ended on June 30,2009.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

2008-09 2007-08 (15 Months) (9 Months)

Gross Income 3545.20 1676.80 Operating Expenditure 2332.32 1377.97 Finance Charges 365.88 147.41 Depreciation 294.17 144.05 Prior Period Items 40.40 38.01 Provision for Taxation (including Deferred and Fringe Benefit Tax) 8.97 6.04 Profit/(Loss) after Tax 556.48 (36.68) Transfer from Revaluation Reserves 2000.00

DIVIDEND

Your Directors do not recommend any dividend for the period under review ended on June 30,2009.

OPERATIONS

All the three Divisions performed satisfactorily during the period contributing to healthy overall increase in revenues. The Company wishes to focus on growing these businesses in view of their huge potential and has decided to discontinue the production of P-68 aircraft.

SCHEME OF ARRANGEMENT

TAAL Technologies Private Limited, wholly owned subsidiary, has filed a Scheme of Arrangement before the Honble High Court of Judicature at Madras for merger with your Company.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. R Surie and Mr. Salil Taneja retire by rotation and being eligible, offer themselves, for re-appointment.

Mr. C S Kameswaran is being appointed as Whole Time Director designated as the Managing Director for a period of one year from December 01,2008 to November 30, 2009 and again for three years from December 01, 2009 to November 30,2012.

The approval of the Members for appointment and re- appointment of the aforementioned Directors is being sought in the forthcoming Annual General Meeting.

DELISITING FROM PUNE STOCK EXCHANGE LTD.

The Equity Shares of the Company have been delisted from Pune Stock Exchange Ltd. w.e.f. December 01, 2008. However, the Equity Shares of the Company continue to be listed on Bombay Stock Exchange Ltd.

AUDITORS

Haresh Upendra & Co., Chartered Accountants retire as Statutory Auditors of the Company at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. In respect of the Qualifications by the Auditors, it has been explained in relevant Accounting Policies and Notes on Accounts in Schedule 15, which are self explanatory and therefore do not call for any further comments.

SUBSIDIARY COMPANIES

As required under Section 212 of the Companies Act, 1956, the Audited Accounts, Directors Report and Auditors Report of the subsidiaries are enclosed to this Report except TAAL Technologies Private Limited which has become a subsidiary subsequent to the Balance Sheet date.

Statement pursuant to Section 212 (3) of the Companies Act, 1956, relating to subsidiary companies forms part of this report. There has been no significant changes in the accounts of subsidiaries since the date of their Balance Sheet until the date of the Accounts of your Company.

FIXED DEPOSITS

The Company has not accepted any deposits from the public.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section on Corporate Governance and Management Discussion and Analysis together with a Certificate from the Auditors of the Company on compliance, forming part of the Directors Report is attached to this report.

DISCLOSURE PARTICULARS

The Particulars in respect of Research and Development, Energy Conservation, Technology Absorption and Foreign Exchange Earnings, Outgo, etc. as required under Section 217 (1) (e) of the Companies Act, 1956 is given in Annexure I to this report.

The particulars of employee as required under Section 217 (2A) of the Companies Act, 1956 forming part of this Report are given in Annexure II to this Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors Responsibility Statement is given hereunder:

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

ii) that the Directors have selected 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 for the fifteen months period ended on June 30, 2009 and of the Profit and Loss of the Company as on that date;

iii) that the Directors have 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; and

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

ACKNOWLEDGMENT

The Board expresses its sincere gratitude for the continued support and guidance received by the Company from the Government of India, Government of Maharashtra and Tamil Nadu, the Reserve Bank of India, Stock Exchanges and other regulatory agencies. The Board would like to acknowledge the continued support of its bankers, vendors, clients and investors. The Directors also wish to place on record their gratitude and appreciation of the employees hard work, dedication, team work and professionalism which made the substantial growth possible year after year.

For and on behalf of the Board of Directors Pune Salil Taneja December 05, 2009 Chairman