Expo Gas Containers Ltd Directors Report

Dear Members,

The Board of Directors of the Company takes pleasure in presenting the Forty Second Annual Report on the business and operation of Expo Engineering and Projects Limited (Formerly known as Expo Gas Containers Limited) together with Audited Financial statement for the year ended 31st March 2025.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	As on	As on
	31.03.2025	31.03.2024
Sales Turnover	11474.36	7569.86
Pro t / (Loss) before Depreciation and Interest	848.48	586.07
Less:- Interest	390.77	440.13
Less:- Depreciation	45.97	44.24
Net Pro t / (Loss) before Tax	411.73	101.70
Less:-Tax
- Current tax	95.26	18.71
- Earlier Tax	2.49	9.22
- Deferred Tax Liabilities / (Assets)	4.31 -	1.77 -
Net Pro t/Loss after Tax	318.28	75.53
Other Comprehensive Income	5.22 -	9.02
Net Pro t after Tax & Comprehensive Income	313.06	84.55
Pro t / (Loss) brought forward	773.45	688.90
Balance Carried to Balance Sheet	1086.51	773.45

OPERATIONAL PERFORMANCE

During the Financial Year ended 31st March, 2025, your Company has achieved on standalone basis an operational turnover Rs. 11474.36 lakh as compared to Rs. 7569.86 lakh in the previous nancial year and the Pro t after Tax of Rs. 318.28 lakh as compared to Rs. 75.53 lakh in the previous nancial year.

MANAGEMENT OUTLOOK FOR THE YEAR 2025-26

The global economy in 2025 is expected to see continued growth, although with potential for volatility and uncertainty. While some sectors, like technology and renewable energy, are projected to offer high returns, others face challenges like potential trade policy impacts and geopolitical tensions

The Government of India, is actively developing new strategic petroleum reserve (SPR) sites in locations such as Bikaner (Rajasthan), Mangalore (Karnataka), and Bina (Madhya Pradesh), complementing the existing facilities in Mangalore, Padur, and Visakhapatnam.

The Company aims to bene t from the Governments continued focus on strengthening energy security and mitigating risks associated with potential supply disruptions.

FUTURE OUTLOOK

Indias oil demand is expected to grow at the fastest pace among major economies and double the rate of rise in China in 2025 and 2026, oil cartel OPEC said in its latest global outlook. Indias oil demand is projected to rise from 5.55 million barrels a day in 2024 to 5.74 million bpd in 2025, up 3.39 per cent, helped by rising energy needs in the worlds fastest growing economy.

This is projected to further rise to 5.99 million bpd in 2026, growing at 4.28 percent.

The demand growth is higher than 1.5 per cent expansion projected in Chinas oil demand in 2025 and 1.25 per cent in 2026.

The Company is actively engaging with prospective clients for their upcoming projects by providing budgetary quotations. Some of these projects include:

1) Poly Propylene Project for M/s Petronet LNG Limited, Dahej, Gujarat

2) Nayara Energy - Petrochemical Complex Project at “Nayara Re nery, Vadinar, Gujarat, India” 3) PP + BUTENE PROCESS of BPCL Bina Re nery 4) LLDPE/HDPE SWING UNIT BPCL Bina Re nery

5) GNFC Weak Nitric Acid (WNA) and Ammonium Nitrate (AN) Projects located at Bharuch, Gujarat, India.

6) “BPCL Kochi Polypropylene Unit”, located at Ambalamugal, Kochi, Kerala India

7) IHCD and SDA Unit for LMBU Project for HPCL, Mumbai Re nery

8) HP Trijet (eSAF) Project (7.4 KTPA demonstration plant for HP Triglyceride to Jet-Fuel Process for the production of SAF (Synthetic Aviation Fuel)) located at HPCL, Vizag Re nery, Vishakhapatnam in Andhra Pradesh, India.

9) SAIL IISCO STEEL PLANT, BURNPUR

10) 600 MTPD Green Ammonia plant in Gopalpur, Ganjam district, Odisha, India - OCIOR Energy (Owner).

CHANGE IN NATURE OF BUSINESS OF THE COMPANY

During the year under review there has been no change in the nature of business of the company.

After the closure of Financial Year 2024-25, Board of Directors of the company has proposed to change the name of the company from Expo Gas Containers Limited to Expo Engineering and Projects Limited for the expansion of business of the Company. Ministry of Corporate Affairs has approved the Name change application through Certi cate of Incorporation pursuant to change of name vide dated 21st July 2025

DIVIDEND

The Dividend for the year ended 31st March, 2025 is not advisable as in order to conserve the resources, your Directors feel that the pro ts be retained in the business to overcome any unforeseen dif culties.

TRANSFER TO RESERVE

The Company has not transferred any amount to the Reserves during the year.

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Management Discussion and Analysis of nancial condition, including the results of operations of the Company for the year under review as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as a separate section forming part of the Annual Report as Annexure-I

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes affecting the nancial position of the Company subsequent to the close of the FY 2024-25. After the closure of Financial Year 2024-25 Board of Director of the Company proposes to change the name of the Company from Expo Gas Containers Limited to Expo Engineering and Projects Limited and the new name was approved by MCA vide letter dated 21st July,2025

INDIAN ACCOUNTING STANDARD (IND AS):

The nancial statements for the year under review have been prepared in accordance with the Indian Accounting Standards (Ind AS) noti ed under section 133 of the Companies Act, 2013 (Act) read with Companies (Accounts) Rules, 2014 to the extent applicable to the Company.

DEPOSITS

During the nancial year 2024-25 your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Hence, the requirement of furnishing details relating to Deposits covered under Chapter V of the Act or the details of Deposits that are not in compliance with Chapter V of the Act is not applicable.

SUBSIDIARY COMPANIES ASSOCIATE AND JOINT VENTURE COMPANIES:

As on March 31, 2025, according to the Companies Act,2013 and rules made there under the Company doesnt have any Subsidiary Company, Associate Company and Joint Venture Company.

SHARE CAPITAL.

The Authorized Capital of the Company is 4,00,00,000 Equity shares of the Company of Rs. 4/- each and the paid capital of the Company as on 31.03.2025 is 2,27,96,400 Equity shares of the Company of Rs. 4/- each.

During the year under review, the Company came out with the issue, offer shares through Preferential issue of 37,60,000 (Thirty-Seven Lakh Sixty Thousand Only) Equity Shares on private placement basis having face value of Rs. 4 each at a price Rs.20/- each (including premium of Rs. 16/- per shares) to promoter and non-promoters as per the provision of ICDR Regulation and same was approved by shareholders at extra-ordinary general meeting dated 22nd March, 2024. The said shares were allotted on 9th April 2024. Hence the paid-up share capital of the company is increased from 1,90,36,400 to 2,27,96400 Shares None of the Directors of the Company hold any convertible instruments of the Company.

After the closure of the nancial year 2024-25, Company has proposed to raise funds by an issue of convertible warrant into equity shares to promoters, non-promoters and certain identi ed entities amounting to Rs. 22,02,00050/- (Twenty-Two crore Two lakhs Fifty only) by passing a Special Resolution at the Extra Ordinary General Meeting of the Company dated 27th June 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Murtuza S. Mewawala, Director (DIN:00125534) retires by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for re-appointment in accordance with the provisions of Section 152(6) of the Act read with Articles of Association of the Company.

Mr. Sajjadhussein Mohammedhussein Nathani (DIN: 00195888) retires by rotation at the ensuing Annual General Meeting (AGM) of your Company and being eligible, offers himself for reappointment in accordance with the provisions of Section 152(6) of the Act read with Articles of Association of the Company.

Particulars in pursuance of Regulation 36 of the SEBI LODR Regulations read with Secretarial Standard -2 on General Meetings, brief pro le of retiring Directors, Mr. Murtuza S. Mewawala and Mr. Sajjadhussein Mohammedhussein Nathani is provided as an Annexure-I to the Notice of the 42nd Annual General Meeting.

DECLARATION BY AN INDEPENDENT DIRECTORS

Based on the con rmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31, 2025:

1) Mr. Venkateswaran Manickam Chittoor

2) Mrs. Sayada Mukadam

3) Mrs. Fatema Soyel Nayani

The Company has received the necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down under Companies Act, 2013 along with a declaration received pursuant to sub rule (3) of Rule 6 of the Companies (Appointment and Quali cation of Directors) Rules, 2014. They have also furnished the declaration pursuant to relevant regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modi cation(s) or re-enactment(s) thereof, for the time being in force) (Listing Regulations). The Independent Directors have individually con rmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external in uence and that they comply with the Companys Code of Conduct.

Based on the declarations and con rmations of the Independent Directors and after undertaking due assessment of the veracity of the same, the Board of Directors recorded their opinion that all the Independent Directors are independent of the Management and have ful lled all the conditions as speci ed under the governing provisions of the Companies Act, 2013 and the Listing Regulations.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTES AND INDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. In a separate meeting of independent directors, performance of non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of executive directors and non-executive directors. The results of the evaluation are satisfactory and adequate and meet the requirement of the Company.

The Board of Directors of the Company is of the opinion that all the Independent Directors of the Company possess the highest standard of integrity, relevant expertise, and experience required to best serve the interest of the Company.

BOARD MEETINGS

During the year Six (06) Board Meetings, Four (4) Audit Committee Meetings One (1) Nomination and Remuneration Committee Meeting and Six (6) Stakeholders Relationship Committee Meetings were held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The maximum gap between two Board meetings did not exceed 120 days

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 was held on 24th March 2025.

COMMITTEES OF THE BOARD

In accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board has the following Three (3) committees as on 31st March,2025

(i) Audit Committee

(ii) Nomination and Remuneration Committee (iii) Stakeholders Relationship Committee

A detailed update on the Board committees, its composition, detailed charter including terms of reference of various Board Committees, number of Committee meetings held, and attendance of the directors at each meeting is provided in the Corporate Governance Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

During the year under review the Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The Company used to comply with the Provisions of Corporate Governance even when it was not applicable to the Company. The Company has implemented several best governance practices. and endeavor to enhance long-term shareholder value and respect minority rights in all the business decisions.

Company is committed to maintain the highest standards of corporate practices, a separate section on Corporate Governance is provided as part of this Annual Report as Annexure II & IIA.

STATUTORY AUDITOR AND THEIR REPORT

The shareholders at their 39th Annual General Meeting (AGM) held on 21st September,2022 as per the recommendation of Audit Committee and Board had appointed M/s. K. S Shah & Co., Chartered Accountants (Firm Reg. No. 109644W) from the conclusion of the Thirty Ninth (39th) Annual General Meeting until the conclusion of the Forty Fourth (44th) Annual General Meeting for the nancial year 2026-2027 and that the Board is authorized to x the remuneration as may be determined by the Audit Committee in consultation with the Auditors. Now it is proposed to con rm their appointment for the nancial year 2025-26 i. e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting

The Auditors Report and the Notes on nancial statement for the year 2024-25 referred to in the Auditors Report are self-explanatory and do not contain any quali cation, reservation or adverse remark, therefore, do not call for any further comments.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder (including any amendment(s), modi cation(s) or re-enactment(s) thereof for the time being in force), the Board of Directors of the Company, on the recommendation of Audit Committee, at their meeting held 29th May,2025 has re-appointed Mr. Sunil Sawant as Internal Auditors of the Company for the Financial Year 2025-26, to conduct Internal Audit of the Company.

The Internal Auditors are appointed to audit the function and activities of the Company and to review various operations of the Company and the Company has continued to implement their suggestions and recommendations to improve the control environment

The observations of Auditors are self-explanatory in the notes referred to by them.

SECRETARIAL AUDITOR

Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and in compliance with SEBIs circular SEBI/HO/CFD/CFD-Pod-2/CIR/P/2024/185 dated 31st December, 2024 read with the applicable provisions of Companies Act, 2013 and other applicable regulations/ noti cations, Board of Directors has recommended M/s ND and Associates, Company Secretary in practice (COP No: 4741) as the Secretarial Auditor of the Company for a period of ve consecutive years, from the conclusion of the ensuing Annual General Meeting till the conclusion of the 47th Annual General Meeting subject to the approval of Shareholders in the ensuing Annual General Meeting of the Company on such terms and remunerations as may be mutually agreed upon between the said secretarial auditor and Board of Directors of the Company secretarial Audit of the Company.

The Report of the Secretarial Audit for the nancial year ended 31st March 2025 annexed herewith as “Annexure- III.”

The observations of Auditors are self-explanatory in the reports referred to by them.

COST RECORDS

Pursuant to sub-section (1) of section 148 of the Act for any of the products of the company Accordingly, during the year, maintenance of Cost Records and Cost Audit was not applicable to the Company.

RISK MANAGEMENT POLICY

The Company has a well-de ned process to ensure the risks are identi ed and mitigation steps are put in place. The Companys Risk Management process focuses on ensuring that these risks are identi ed on a timely basis and reasonably addressed. The Audit Committee oversees nancial risks and controls. Major risks are identi ed by the businesses and functions and these are systematically addressed through mitigating actions on a continuing basis.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board of Directors of the Company is responsible for ensuring that Internal Financial Controls have been established in the Company and that such controls are adequate and operating effectively. The Company has laid down certain guidelines and processes which enables implementation of appropriate internal nancial controls across the organization. The Internal Financial Control with reference to the nancial statement was adequate and operating effectively. During the Financial Year, no frauds were reported by auditors in terms of section 143(12) of the Companies Act, 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board of Directors has formulated a Whistle Blower Policy in compliance with the Section 177(10) read with Regulation 22 of SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015. The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The policy is in place and the Company has uploaded the same to its website.

PARTICULARS OF LOAN, GUARANTEE & INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company, have been disclosed in the nancial statements.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is given hereto and forms a part of this report.

FORM - A

Form for disclosure of particulars with respect to Conservation of Energy.

		Current Year	Previous Year
	Power and Fuel Consumption
		31.03.2025	31.03.2024
1)	Electricity
	Purchase Unit (KWH)	2.53	3.10
	Total Amount (Rupees in lacs)	37.13	35.36
	Rate per Unit (Rupees)	14.66	11.41
2)	Coal	N.A.	N.A.
3)	Furnace Oil	N.A.	N.A.
4)	Internal Generation	N.A.	N.A.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

Energy conservation is not only a national priority but also a key value driver for your Company. Employees are also encouraged to give suggestion that will result in energy saving.

As prescribed under the Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company in the goods manufactured.

FOREIGN EXCHANGE EARNING AND OUTGO

Particulars	2024 - 2025	2023 - 2024
CIF Value of Imports	87.03	Nil
Expenditure in foreign currency	5.88	0.26
Foreign Exchange earned	Nil	Nil

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 and Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-IV

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (as substituted by the Companies (Management and Administration) Amendment Rules, 2021 dated March 05, 2021), a copy of the Annual Return (MGT -7) is available on the website of the Company at www.expogas.com

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the nancial year were on arms length basis and were in the ordinary course of business. There are no materially signi cant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential con ict with the interest of the Company at large.

Separate disclosure as per Regulation 34(3) of SEBI (LODR) Regulations, 2015 is made in the notes to the accounts attached with the nancial statement, therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Companys https://www.expogas.com/Investor%20Relations.html

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review. Many initiatives have been taken to support business through organizational ef ciency, process change support and various employee engagement programs which have helped the Organization achieve higher productivity levels.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance beyond threshold limit mentioned in the policy for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

As per the requirements of Regulation 8(1) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015, the Company has formulated code of fair disclosure of unpublished price sensitive information and has uploaded the same on the of cial website of the Company. All Board Directors and the designated employees have con rmed compliance with the Code.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Companys Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing fee for the year 2025-26 has been paid.

STATUTORY DISCLOSURES

None of the Directors of the Company are disquali ed as per provisions of Section 164(2) of the Companies Act, 2013. Your Directors have made necessary disclosures, as required under various provisions of the Companies Act, 2013 and Listing regulations. Certi cate as required under Part C of Schedule V of Listing Regulations is enclosed as Annexure V.

QUALITY / SAFETY CERTIFICATIONS

Your Company has obtained the prestigious OHSAS (ISO45001:2018 certi cation. Your Company is also ISO 9001:2015 & ISO 14001:2015 certi ed by URS.

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013

An Internal Complaints Committee has been duly constituted by the Company in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder to redress complaints received on sexual harassment.

During the nancial year under review, the Company has not received any complaints of sexual harassment.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company takes continuous efforts to ensure that the Women in our workplace are safe, and have trust in the organization to speak up and report to the Internal Complaints Committee if they are faced with any kind of harassment. When employers and employees know the rules and regulations regarding sexual harassment, they are better equipped to identify and prevent it.

CORPORATE SOCIAL RESPONSIBILITY

As per the Section 134 (o) Corporate Social Responsibility is not applicable to our Company.

CODE OF CONDUCT

The Company has a de ned code of conduct for its Directors and Senior Management Personnel and the same is uploaded on the website.

As on March 31, 2025, all the Board Members and Senior Management of the Company have af rmed compliance with the Code of Conduct. Annexure VI.

INDUSTRIAL RELATIONS

During the year under review, your Company enjoyed cordial relationship with contractor and employees at all levels.

THE DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

The company has not made any application under aforesaid bankruptcy code nor is the company facing any proceeding under the said Insolvency and Bankruptcy Code, 2016.

DIRECTORS RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 134(3)(c) OF THE COMPANIES ACT 2013

The Directors state that: -

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation by way of notes to accounts relating to material departures;

b) The selected accounting policies were applied consistently and the judgments and estimates made by them are reasonable and prudent so as to give true and fair view of the state of affairs of the Company as at 31st March 2025 and of the pro t for the year ended on that date;

c) The proper and suf cient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

a) The Directors had laid down internal nancial controls to be followed by the Company and that such internal controls are adequate and were operating effectively.

b) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

OTHER GENERAL DISCLOSURE; SECRETARIAL STANDARDS:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices and the same is approved by the Government of India under section 118 (10) of the Companies Act, 2013.The Company has devised a proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

EMPLOYEES STOCK OPTION SCHEME (ESOS), SWEAT EQUITY & SHARES HAVING DIFFERENTIAL VOTING RIGHTS:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous nancial year.

ACKNOWLEDGEMENT

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers and others associated with it.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.