The Board of Directors has approved the Draft Scheme of Merger by Absorption of Expo Project Engineering Services Private Limited (Transferor Company/EP) into Expo Engineering and Projects Limited (Transferee Company/EEAPL) under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

The Scheme is subject to approval from BSE Limited, the Securities and Exchange Board of India (SEBI), the National Company Law Tribunal (NCLT), and other competent authorities.

Details of Entities Involved

Transferor Company: Expo Project Engineering Services Private Limited (EP)

  • Incorporated: October 14, 1996, under the Companies Act, 1956
  • Status: Unlisted Private Company

Transferee Company: Expo Engineering and Projects Limited (EEAPL)

  • Incorporated: July 19, 1982, under the Companies Act, 1956
  • Status: Listed on BSE Limited (BSE)

Financial Snapshot (as per Audited Financials on March 31, 2026)

| Particulars | EP (Transferor) | EEAPL (Transferee) |

| Equity Paid-up Capital | ₹10,00,000 | ₹9,11,85,600 |

| Reserves and Surplus | ₹8,91,42,585 | ₹24,64,99,55 |

| Networth | ₹9,01,42,585 | ₹33,76,85,155 |

Related Party Transaction & Valuation

The transaction is classified as a related party transaction as the promoters are the same and are in control and management of both companies. The Scheme has been contemplated at an arm's length basis. An Independent Valuation Report was obtained from Mr. Suman Kumar Verma (Registered Valuer - IBBI/RV/05/2019/12376). A Fairness Opinion was obtained from Mark Corporate Advisors Private Limited, a SEBI Registered Merchant Banker.

Business Areas

EP: Engaged in time-bound shutdown jobs, column trays & internals, installation of reactor internals, catalyst loading & unloading, project piping, equipment erection, structural fabrication & erection, project management, tank fabrication & erection, and turnkey projects.

EEAPL: Engaged in manufacturing process plant equipment (high-pressure vessels, heat exchangers, reactors, columns, custom-built fabrications) and providing end-to-end engineering solutions from design to installation.

Rationale for Merger

The merger is based on several rationales:

  • Common promoter and promoter group with high skills.
  • Both companies operate in similar business activities (engineering and industrial services) for industries like chemicals, petrochemicals, oil refineries, fertilizers, and pharmaceuticals.
  • Achieve economies of scale and increased operational efficiency.
  • Combined networth provides more negotiation power.
  • Leverage assets, capabilities, experience, and expertise for a stronger sustainable business.
  • Reduction in multiplicity of legal and regulatory compliances.
  • Business synergy and pooling of physical, financial, and human resources.
  • Synergic benefits, efficiency of operations and management, and value creation for shareholders.

Share Exchange Ratio

Upon the Scheme coming into effect, EEAPL will issue and allot 22 (Twenty Two) Equity Shares of the face value of ₹4 each (credited as fully paid-up) to the equity shareholders of EP for every 1 (One) Equity Share of the face value of ₹10 each held in EP. This represents an exchange ratio of 22:1.

Shareholding Pattern Change

Pre and Post Arrangement of EP (Transferor Company)

| Category | Pre-Scheme Shares | Pre-Scheme % | Post-Scheme Shares | Post-Scheme % |

| Promoter | 1,00,000 | 100% | 0 | 0 |

| Public | 0 | 0 | 0 | 0 |

| Total | 1,00,000 | 100.00% | 0 | 0 |

Pre and Post Arrangement of EEAPL (Transferee Company)

| Category | Pre-Scheme Shares | Pre-Scheme % | Allotment Shares | Post-Scheme Shares | Post-Scheme % | Post diluted Shares (with warrant conversion) | Post diluted % |

| Promoters | 1,29,81,925 | 56.95% | 22,00,000 | 1,51,81,925 | 60.74% | 1,66,56,210 | 59.19% |

| Public | 98,14,475 | 43.05% | 0 | 98,14,475 | 39.26% | 1,14,85,905 | 40.81% |

| Total | 2,27,96,400 | 100.00% | 22,00,000 | 2,49,96,400 | 100.00% | 2,81,42,115 | 100.00% |

Subsequent to the sanction of the Scheme, the Transferee Company will make an application for listing of the New Shares on the stock exchange where its shares are listed, in pursuance of the relevant SEBI regulations.