Key Decisions and Approvals

The Board of Directors, based on the recommendation of the Audit Committee, considered and approved the following items at their meeting held on October 30, 2026 (which commenced at 11:30 a.m. and concluded at 05:15 p.m.):

1. Approval of Financial Results: The un-audited financial results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026. The Board also took on record the Limited Review Report issued by the Statutory Auditors, KKC & Associates LLP, for both standalone and consolidated results.

2. Approval of Scheme of Amalgamation: The Scheme of Amalgamation of Katra Auto Engineering Private Limited (a wholly-owned subsidiary, referred to as the 'Transferor Company') with Taneja Aerospace and Aviation Limited (the 'Transferee Company'). The Scheme is proposed under Sections 230 to 232 of the Companies Act, 2013, with an Appointed Date of April 1, 2027.

Details of the Scheme of Amalgamation

  • Rationale: The stated rationale for the amalgamation includes:
  • Consolidation into one entity for focused growth and operational efficiencies.
  • Pooling of resources (manpower, management, administration, marketing) resulting in operational synergies and cost savings.
  • Concentrated management focus and improved organisational capacity.
  • Facilitating internal transfer of resources and optimum utilisation of assets.
  • Avoiding duplication of administrative functions and reducing multiplicity of legal and regulatory compliances.
  • Consideration: Since Katra Auto is a wholly-owned subsidiary, its entire share capital will stand cancelled upon the Scheme coming into effect. No new shares will be allotted by Taneja Aerospace as consideration.
  • Shareholding Impact: There will be no change in the shareholding pattern of Taneja Aerospace post-amalgamation.
  • Related Party Transaction: The transaction falls within the ambit of a related party transaction. However, the company states that related party transaction provisions under Section 188 of the Companies Act, 2013 and Regulation 23(5)(b) of SEBI LODR are not applicable, citing MCA General Circular No. 30/2014 and the nature of the transaction (no share issuance).
  • Approvals Required: The Scheme is subject to the sanction of the National Company Law Tribunal (NCLT), Chennai Bench, and other requisite statutory and regulatory authorities.
  • Historical Context: The Company had obtained initial Board approval for this merger on May 17, 2024, and intimated the exchange on the same day. The proposal was paused due to evolving business scenarios at that time but is now being pursued.

Financial Performance Highlights (Standalone)

For the Quarter Ended September 30, 2026 (Q2 FY27):

  • Total Income: ₹13.45 crore
  • Revenue from Operations: ₹11.23 crore
  • Other Income: ₹2.22 crore
  • Profit Before Tax: ₹8.69 crore
  • Current Tax Expense: ₹1.81 crore
  • Net Profit: ₹6.89 crore
  • Earnings Per Share (EPS): ₹2.70 (Basic & Diluted)

For the Half-Year Ended September 30, 2026 (H1 FY27):

  • Total Income: ₹24.99 crore
  • Revenue from Operations: ₹21.55 crore
  • Other Income: ₹3.45 crore
  • Profit Before Tax: ₹16.40 crore
  • Total Tax Expense: ₹3.78 crore
  • Net Profit: ₹12.62 crore
  • Earnings Per Share (EPS): ₹4.95 (Basic & Diluted)

Key Balance Sheet Items (Standalone) as of September 30, 2026:

  • Paid-up Equity Share Capital: ₹12.75 crore
  • Net Worth: ₹15,451.90 lakh (₹154.52 crore)
  • Total Assets: ₹18,767.42 lakh (₹187.67 crore)
  • Total Liabilities: ₹2,037.84 lakh (₹20.38 crore)

Financial Performance Highlights (Consolidated)

The consolidated results, which include Katra Auto Engineering Private Limited, are nearly identical to the standalone results for the period, indicating the subsidiary's immaterial impact.

  • H1 FY27 Net Profit (Consolidated): ₹12.62 crore
  • H1 FY27 EPS (Consolidated): ₹4.95

Entity Details for Amalgamation

Transferee Company - Taneja Aerospace and Aviation Ltd:

  • Incorporation Date: July 22, 1988
  • Business: Manufacture and sale of parts for the aviation industry; Airfield maintenance, Repair and Overhaul (MRO) services.
  • Key Figures (as of 30.09.2026): Paid-up capital: ₹12.75 crore; Net worth: ₹154.52 crore; H1 FY27 Turnover: ₹21.55 crore.

Transferor Company - Katra Auto Engineering Pvt Ltd:

  • Incorporation Date: January 12, 2007
  • Business: Authorized to provide auto engineering services.
  • Key Figures (as of 30.09.2026): Paid-up capital: ₹5.00 lakh; Net worth: ₹2.11 lakh; H1 FY27 Turnover: ₹0.00.

Other Business Updates

  • Master Restructuring Agreement (MRTA): The Company entered into an MRTA with Zenith Precision Private Limited (ZPPL) in July 2026 for a proposed corporate restructuring involving the transfer of the company's investment in ZPPL and acquisition of its SEZ Division. This transaction is pending completion and approvals, hence no impact is reflected in these results.
  • New Subsidiary: Subsequent to the quarter end, on October 12, 2026, the Company acquired 100% of TAAL Precision Products Pvt. Ltd, making it a wholly-owned subsidiary. This acquisition is not reflected in the reported financials.

Financial Impact

The financial impact of the approved amalgamation is not quantified in the disclosure, as it is subject to NCLT approval and will be effective from a future date (April 1, 2027). The current financial results show strong standalone performance for H1 FY27.