Expo Engineering And Projects Ltd

Expo Engineering And Projects Ltd - Trading Window Closure

Merger amendment and shareholding

• Board approves amendment to the draft Scheme of Merger by Absorption of Expo Project Engineering Services into EEAPL.
• Share exchange ratio revised to 14 EEAPL shares for 1 EP share.
• Addendum to valuation report and fairness opinion recommended by Audit Committee and Independent Directors.
• Scheme subject to approvals from BSE, SEBI, NCLT and other authorities.
• Post-scheme shareholding: EEAPL promoters 57.99%, public 42.01%.
• Pre-scheme transferor had 100% promoter holding; post-scheme reflects consolidation via merger.
• Allotment pursuant to Merger: 14,00,000 EEAPL shares issued.
• Annexure A shows no changes from June 30, 2026 on related party, business, or rationale.

AGM Details

• 43rd AGM held on 10 September 2026, 11:30 AM to 12:10 PM.
• Mode: VC/OAVM per MCA/SEBI circulars.
• Voting cut-off: 3 September 2026; total shareholders on cut-off: 9,100.

Resolutions Put to Vote

• Item 1 (Ordinary): Adoption of audited annual accounts for year ended March 2026.
• Item 2 (Ordinary): Appointment of director in place of Murtuza Mewawala, retires by rotation.
• Item 3 (Ordinary): Ratify appointment of K. S. Shah & Co. as statutory auditors.
• Item 4 (Special): Re-appoint Independent Director Venkateswaran Manickam Chittoor.

Voting Results

• Item 1 passed: 75 in favor, 7 against; 82 votes polled.
• Item 2 passed: 74 in favor, 8 against.
• Item 3 passed: 75 in favor, 7 against.
• Item 4 passed: 75 in favor, 7 against.
• All resolutions passed with requisite majority.

Directors & Auditors

• Director changes: rotation appointment; independent director re-appointment.
• Statutory auditors ratified to hold office until next AGM; remuneration as Board approves.

Capital Changes

• Unlisted equity shares issued on account of warrant conversion; listing application pending with BSE.

Governance action

• Re-appointment of Mr. Venkateswaran Manickam Chittoor as Non-Executive Independent Director.
• Second five-year term starting from 10 September 2026, subject to shareholders' approval.
• Shareholders approved the re-appointment at the AGM held on 10 September 2026.
• AGM conducted via VC/OAVM.
• Relationships between directors: NIL.
• Shareholding of the appointee in the company: NIL.
• Profile: seasoned professional with 37+ years in engineering, project execution, and supply chain.
• Annexure A confirms the reason for change and term details.

AGM Details

• 43rd AGM held on Sep 10, 2026, 11:30 a.m.–12:10 p.m. via VC/OAVM.
• Meeting conducted via VC/OAVM; e-voting from Sep 7 to Sep 9.

Key Resolutions

• Adopt audited financial statements for year ended Mar 31, 2026.
• Reappointment of director retiring by rotation.
• Ratify statutory auditors to hold office until next AGM.
• Reappointment of non-executive independent director for second term of five years.

Voting and Results

• Voting results to be shared separately and uploaded on the company website.
• Scrutinizer's report to be issued within two working days.

Auditors

• Statutory auditors to hold office until next AGM; remuneration as may be decided.

Disposal details

• Target Company: Expo Gas Containers Ltd.
• Disclosing Party: Malavika Aatur Mehta and Niraalie Meynon (non-promoter).
• Transaction Type: Disposal of shares carrying voting rights.
• Pre-Transaction Holding: 7,37,997 shares, 3.24%.
• Transaction Details: 7,37,997 equity shares (3.24%), open market.
• Post-Transaction Holding: 0.00% voting rights.
• Date: 07/09/2026.
• Share Capital Context: Capital before/after: 2,27,96,400 equity shares; diluted capital: 2,27,96,400.

Warrant issuance and post-issuance dilution

• Main purpose: Issuance of 31,45,715 convertible warrants to promoter and non-promoter investors on a preferential basis.
• Warrants convert to equity within 18 months; Rs4 face value, Rs66 premium, Rs70 issue price.
• Allotment occurred on 26 September 2025; shareholder approval via special resolution dated 27 June 2025.
• Date of acquisition/sale of warrants and shares: 20 August 2026.
• Pre-acquisition voting rights: 11,70,594 shares, 5.13%.
• Total after allotment: 25,84,879 voting rights.
• Equity share capital unchanged: Rs 91,185,600 (2,27,96,400 shares).
• Total diluted capital after conversion: Rs 10,37,68,460 (2,59,42,115 shares).
• Acquirer: AEGIS Investment Fund PCC; promoter group not involved.
• Board approval via special resolution dated 27 June 2025 for preferential issue.

Order details

• Expo Engineering and Projects Ltd has received a work order from Bharat Petroleum Corporation Limited.
• The order is for tankage jobs to enhance safety integrity at HALDIA COASTAL INSTALLATION TK-1/2.
• Contract value is Rs 4,97,53,962 inclusive of GST at 18%.
• Execution period is eight months from the date of LOA.
• The award is to a domestic entity with no promoter group interest.
• Annexure-A disclosures under SEBI circular dated July 13, 2023.
• No related party transaction; order awarded to domestic entity.

Work order receipt

• Work order received on 24 August 2026 from Bharat Petroleum Corporation Limited, Mumbai Refinery.
• Contract value Rs 3,62,47,140 inclusive of GST @ 18%.
• Nature: Tank fabrication works for SAF project at Mumbai Refinery.
• Execution period: 10 months from the date of PO.
• Awarding entity: Bharat Petroleum Corporation Limited, Mumbai Refinery, Mahul (domestic).
• No promoter/group interest in the awarding entity.

Key disclosures

• Target: Expo Engineering and Projects Limited (formerly Expo Gas Containers Limited).
• Disclosing Party: Hasanain S. Mewawala, promoter group.
• Transaction Type: Acquisition via preferential allotment; warrants converted to equity shares.
• Pre-Transaction Holding: 2,112,334 shares; 9.27% voting rights; 8.14% diluted.
• Transaction Details: 3,145,715 warrants issued; converted via exercise; mode: preferential allotment.
• Post-Transaction Holding: 2,253,763 shares; 9.27% voting rights; 8.69% diluted.
• Date(s) of Transaction: 23 Sep 2025; 26 Sep 2026; 20 Aug 2026.
• Equity capital before/after: Rs 91,185,600.
• Total diluted share capital after: Rs 10,37,68,460.