Expo Engineering And Projects Ltd

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.

Capital action and outcomes

• Board approves allotment of 1,812,859 warrants convertible into equity.
• Warrant price Rs 70; upfront 25%, balance 75% on conversion.
• Equity shares issued on conversion: 2,59,42,115 shares of Rs 4.
• Post-conversion paid-up capital to Rs 10,37,68,460.
• Total proceeds on conversion: Rs 12,69,00,130.
• Conversion window: up to 18 months to March 2027.
• No warrants pending for conversion.
• New equity shares rank pari-passu with existing.

Allottees and conversion details

• Proposed allottees: Hasanain Mewawala and four non-promoters.
• Total warrants allotted: 1,812,859; breakdown per category as per table.
• Promoter Hasanain Mewawala: 1,41,429 warrants; upfront Rs 24,75,008.
• Non-promoter allottees include Aegis Investment Fund PCC, Mumtaz Nathani, Neelam Bachooali, Yasmin Merchant.
• Post-conversion equity capital: Rs 10,37,68,460; 2,59,42,115 shares.
• Upfront 25% received; balance 75% on conversion; total Rs 12.69 crore.
• Conversion window: 18 months to March 2027.
• No warrants pending for conversion.

Regulatory approvals and context

• Intimation under SEBI LODR Regulation 30 and ICDR; Annexure-I attached.
• In-principle BSE approval dated 12 Sep 2025 for warrants allotment.
• Shareholders approved preferential issue at an EGM in 2025.

Board meeting particulars

• Board meeting held on 20 Aug 2026; 10:30 AM–12:50 PM.
• In-principle approval letter dated 12 Sep 2025 from BSE mentioned.
• New equity shares to rank pari-passu with existing.

AGM details

• 43rd AGM scheduled for 10 September 2026 at 11:30 AM via VC/OAVM.
• Voting cut-off date: 3 September 2026 to determine eligible members.

Notice & access

• Annual Report and AGM notice available on the company website.
• Emails to registered shareholders regarding communications have been sent.

Meeting Details

• Board meeting scheduled for 20 August 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve conversion of warrants into equity shares, balance due for conversion.
• Any other item with the permission of the chairman.

Other Notes

• No other material items disclosed in this filing.

Identity & AGM

• Name changed to Expo Engineering and Projects Limited on 21 July 2025.
• 43rd AGM via VC/OAVM on Sep 19, 2026.
• Annual report available on expogas.com and expoepl.com.

Financial performance

• Revenue from operations: ₹68.23 crore for FY2025-26, down from ₹114.74 crore.
• EBITDA ₹6.50 crore; margin 9.52%.
• PAT ₹1.93 crore; margin 2.83%.
• EPS ₹0.85.
• Debt ₹32.63 crore.
• Net worth ₹39.27 crore; Debt/Equity 0.83.
• Order book ₹122 crore; ONGC ₹44 crore.
• Dividend not recommended for FY2025-26.

Balance sheet & liquidity

• Long-term borrowings ₹0.28 crore; short-term borrowings ₹31.68 crore.
• Cash and cash equivalents ₹2.97 crore.
• Inventories ₹49.99 crore; current assets ₹73.35 crore.
• Warrants: 31.45 lakh issued; funds raised ₹22.02 crore.
• Warrant money received ₹5.505 crore.
• Authorized capital ₹16 crore; paid-up ₹9.12 crore.

Governance & corporate actions

• Merger: Expo Projects Engg Services Pvt Ltd merger approved 30 Jun 2026; execution in progress.
• Independent Director: Venkateswaran Chittoor reappointed for second term from Sep 10, 2026.
• Board meetings: 7; Audit Committee 4; Nomination 2; Stakeholders 4.
• Secretarial auditor: ND & Associates; no disqualifications.

Outlook & strategic focus

• Outlook: robust Indian process plant sector; growth in green hydrogen and renewables.
• Risks: tender delays, steel price volatility, supply chain chokepoints.
• Focus: expand into green hydrogen, energy transition projects; invest in advanced technologies.

Certifications & compliance

• ISO 9001:2015, ISO 14001:2015, ISO 45001:2018; ASME U Stamp; NB Stamp.
• Whistle-blower policy in place; no harassment complaints.
• Code of Conduct; all directors and senior management compliant.

Dividend & related party

• Dividend not declared; profits retained to fund growth.
• Related party transactions on arm's length basis; policy on website.