Approval of the scheme of Amalgamation of Katra Auto Engineering Private Limited, WOS (Transferor Company) with Taneja Aerospace and Aviation Limited (Transferee Company).

Taneja Aerospace and Aviation Limited Thally Road, Denkanikottai, Krishnagiri Dist., Belagondapalli - 635 114, Tamil Nadu Tel.: + 91 04347 233509 Fax: + 91 04347 233414 E-mail: secretarial@taal.co.in Website: www.taal.co.in TAAL/SEC/2026-27 October 30, 2026 Corporate Relationship Department, BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001 Scrip Code: 522229 Dear Sir / Madam, Sub: Intimation of Outcome of Board meeting under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we would like to inform that, based on the recommendation of the Audit Committee, the Board of Directors of the Company have at their meeting held today i.e., October 30, 2026 1. Considered and approved, the un-audited financial results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026 and took on record Limited Review Report issued by the Statutory Auditors of the Company. 2. Considered and approved, the Scheme of Amalgamation of Katra Auto Engineering Private Limited, a wholly owned subsidiary (Transferor Company) with Taneja Aerospace and Aviation Limited (Transferee Company) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) with effect from 1st April 2027 (“Appointed Date”). The Scheme shall be subject to the requisite sanction of the Hon’ble National Company Law Tribunal, Chennai Bench and such other statutory and other regulatory authorities as may be required in this regard. We wish to state that the Company had earlier obtained the approval of the Board of Directors for the proposed merger on 17th May 2024 and had also filed necessary intimation with the stock exchange to that effect on the same day. However, considering the evolving business scenarios at that time, the Company did not go ahead with the said proposal. Now, it has been proposed to proceed further with the said merger. The disclosure required under Regulation 30 read with Schedule III of the Listing Regulations and the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are given as Annexure. CIN: L62200TZ1988PLC014460 Taneja Aerospace and Aviation Limited Thally Road, Denkanikottai, Krishnagiri Dist., Belagondapalli - 635 114, Tamil Nadu Tel.: + 91 04347 233509 Fax: + 91 04347 233414 E-mail: secretarial@taal.co.in Website: www.taal.co.in The aforesaid Board Meeting commenced at 11:30 a.m. and concluded at 05:15 p.m. on October 30, 2026. You are requested to kindly take the same on your record and oblige. Thanking you, Yours faithfully, For Taneja Aerospace & Aviation Limited Ashwini Navare Company Secretary Encl: as above CIN: L62200TZ1988PLC014460 Taneja Aerospace and Aviation Limited Thally Road, Denkanikottai, Krishnagiri Dist., Belagondapalli - 635 114, Tamil Nadu Tel.: + 91 04347 233509 Fax: + 91 04347 233414 E-mail: secretarial@taal.co.in Website: www.taal.co.in ANNEXURE DISCLOSURE REQUIRED UNDER REGULATION 30 READ WITH SCHEDULE III OF THE LISTING REGULATIONS AND SEBI MASTER CIRCULAR NO. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 DATED JANUARY 30, 2026 S. Particulars Disclosure a. Name of the entity(ies) The Scheme of Amalgamation approved by the Board of Directors forming part of the proposes the amalgamation of Katra Auto Engineering Private amalgamation/merger, Limited, a wholly owned subsidiary (Transferor Company) with details in brief such as, Taneja Aerospace and Aviation Limited (Transferee Company) under size, turnover etc. Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme”) with effect from 1st April 2027 (“Appointed Date”). A brief of the entities involved in the amalgamation is as follows: Transferee Company: Taneja Aerospace and Aviation Limited (CIN: L62200TZ1988PLC014460) is a public limited company incorporated on 22nd July 1988 under the Companies Act, 1956. The registered office of the company is situated at Thally Road, Denkanikotta, Krishnagiri, Belagondapalli – 635114, Tamil Nadu, India. The equity shares of the company are listed on BSE Limited. The details pertaining to size, turnover etc. of the Transferee Company is as follows: S. Particulars Amount as on 30.09.2026 No. (INR in lakhs) 1 Paid-up share capital 1,275.03 2 Net worth 15,451.90 3 Turnover* 2,154.52 * For the half-year ended 30th September 2026 Transferor Company: Katra Auto Engineering Private Limited (CIN: U50300TZ2007PTC040174) is an unlisted company incorporated on 12th January 2007 under the Companies Act, 1956. The registered office of the company is situated at Thally Road, Denkanikotta, CIN: L62200TZ1988PLC014460 Taneja Aerospace and Aviation Limited Thally Road, Denkanikottai, Krishnagiri Dist., Belagondapalli - 635 114, Tamil Nadu Tel.: + 91 04347 233509 Fax: + 91 04347 233414 E-mail: secretarial@taal.co.in Website: www.taal.co.in S. Particulars Disclosure Krishnagiri, Belagondapalli – 635114, Tamil Nadu, India. The details pertaining to size, turnover etc. of the Transferor Company is as follows: S. Particulars Amount as on 30.09.2026 No. (INR in Rs.) 1 Paid-up share capital 5,00,000 2 Net worth 2,10,901 3 Turnover* 0.00 * For the half-year ended 30th September 2026 b. Whether the transaction The proposed Scheme of Amalgamation would fall within the ambit would fall within related of related party transaction since Katra Auto Engineering Private party transactions? If yes, Limited is a related party to the Company. However, since the whether the same is done Scheme of Amalgamation proposes the amalgamation of M/s. Katra at “arms’ length” Auto Engineering Private Limited, a wholly owned subsidiary of the Company with Taneja Aerospace and Aviation Limited, there will not be any issue of shares as a result of the amalgamation. As such the question of arms’ length transaction does not arise. Further, the said transaction does not fall within the purview of the related party transactions under Section 188 of the Companies Act, 2013 in view of the clarification provided by the Ministry of Corporate Affairs vide General Circular No. 30/2014 dated July 17, 2014. Further, pursuant to Regulation 23(5)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the proposed Scheme. c. Area of business of the Transferee Company: entity(ies) The Transferee Company is engaged in the business of manufacture and sale of various parts and components to aviation industry, providing services related to Airfield & maintenance, Repair and Overhaul (MRO) and allied services. Transferor Company: The Transferor Company is authorized to be engaged in the business of providing auto engineering services. d. Rationale for The rationale of the Scheme is as under: CIN: L62200TZ1988PLC014460 Taneja Aerospace and Aviation Limited Thally Road, Denkanikottai, Krishnagiri Dist., Belagondapalli - 635 114, Tamil Nadu Tel.: + 91 04347 233509 Fax: + 91 04347 233414 E-mail: secretarial@taal.co.in Website: www.taal.co.in S. Particulars Disclosure amalgamation / merger (i) Enable consolidation of both companies into one entity which will facilitate focused growth, operational efficiencies and better supervision of the business of the group. (ii) Pooling of resources (including manpower, management, administration and marketing resources) of both companies resulting in synergies of operations and optimisation of logistics, resulting in more productive utilisation of said resources, savings in cost and operational efficiencies. (iii) Concentrated management focus, improved organisational capacity, integration rationalisation and streamlining of the organisation structure of the entities. (iv) Facilitating internal transfer of resources and optimum utilisation of assets. (v) Avoiding duplication of administrative func [Showing first 8,000 characters — download PDF for full document]