Expo Engineering and Projects Limited has approved an amendment to the draft scheme of merger by absorption of Expo Project Engineering Services Private Limited, revising the share exchange ratio to 14:1.

The board meeting held on September 24, 2026, considered the revision in the share exchange ratio pursuant to Sections 230 to 232 of the Companies Act, 2013. This decision follows a recommendation from the Audit Committee and the Committee of Independent Directors, based on an addendum to the valuation report and fairness opinion.

Revised share exchange terms

Under the amended scheme, Expo Engineering will issue and allot 14 equity shares of face value ₹4 each, credited as fully paid-up, to the equity shareholders of Expo Project Engineering Services Private Limited for every 1 equity share of face value ₹10 each held by them. This adjustment replaces the previous terms disclosed in the June 30, 2026, board outcome.

The scheme remains subject to approvals from BSE Limited, the Securities and Exchange Board of India (SEBI), the National Company Law Tribunal (NCLT), and other competent authorities as applicable.

Impact on shareholding pattern

The merger will result in the issuance of 14,00,000 new equity shares to promoter shareholders of the transferor company. Consequently, the total share capital of the listed entity will increase from 2,59,42,115 shares to 2,73,42,115 shares upon completion of the scheme.

What the numbers show

The revised exchange ratio directly impacts promoter concentration. The allotment of 14,00,000 shares to promoters increases their holding from 55.72% to 57.99%, diluting public shareholders' stake from 44.28% to 42.01%. This shift reflects the consolidation of ownership within the promoter group following the absorption of the private subsidiary.

Expo Engineering & Projects concluded its 43rd Annual General Meeting on September 10, 2026. Shareholders approved the audited financial statements for the fiscal year ended March 31, 2026, and reappointed key board members via video conference.

The meeting, chaired by Chairman and CFO Murtuza S. Mewawala, commenced at 11:30 am and concluded at 12:10 pm. It adhered to guidelines issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India.

Key Resolutions Passed

The Board presented several resolutions for shareholder approval during the session. The following items were approved:

Governance and Compliance

Mr. Venkateswaran Manickam Chittoor was reappointed as a Non-Executive Independent Director for a second term of five years, commencing from September 10, 2026. He brings over 37 years of experience, including roles at Rashtriya Chemicals & Fertilizers and Aker Solutions.

Mr. Murtuza Mewawala, who retired by rotation, offered himself for reappointment and was duly appointed.

M/s K. S. Shah & Co., Chartered Accountants (Firm Reg. No. 109644W), were ratified as Statutory Auditors to hold office until the conclusion of the 44th Annual General Meeting. Their remuneration will be determined by the Board from time to time.

Remote e-voting commenced on September 7, 2026, and concluded on September 9, 2026. Voting rights were reckoned based on shareholding as of September 3, 2026. M/s ND & Associates served as the scrutinizer for the e-voting process.