డైరెక్టర్ల నివేదిక Expo Engineering and Projects Ltd.

Mar 31, 2025

The Board of Director’s 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 31^st March 2025.

FINANCIAL RESULTS (Rs. in Lacs)
Particulars	As on 31.03.2025	As on 31.03.2024
Sales Turnover	11474.36	7569.86
Profit / (Loss) before Depreciation and Interest	848.48	586.07
Less:- Int erest	390.77	440.13
Less:- Depreciation	45.97	44.24
Net Profit / (Loss) before Tax	411.73	101 .70
Less:- Tax
- Cu rrent tax	95.26	18.71
- Earlier Tax	2.49	9.22
- Deferred Tax Liabilities / (Assets)	4.31	1 .77
Net Profit/Loss after Tax	318.28	75.53
Other Comprehensive Income	5.22	9.02
Net Profit after Tax & Comprehensive Income	313.06	84.55
Profit / (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 financial year and the Profit after Tax of Rs. 318.28 lakh as compared to Rs. 75.53 lakh in the previous financial year.

MANAGEMENT OUTLOOK FOR THE YEAR 2025-2026

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 benefit from the Government''s continued focus on strengthening energy security and mitigating risks associated with potential supply disruptions.

FUTURE OUTLOOK

India''s 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. India''s 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 world''s 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 China''s 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 Refinery, Vadinar, Gujarat, India”

3) PP BUTENE PROCESS of BPCL Bina Refinery

4) LLDPE/HDPE SWING UNIT BPCL Bina Refinery

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 Refinery

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 Refinery, 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 Certificate of Incorporation pursuant to change of name vide dated 21^st July 2025

DIVIDEND

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

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 financial 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 financial 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 21^st July,2025

INDIAN ACCOUNTING STANDARD (INDIAS)

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

DEPOSIT

During the financial 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 doesn''t 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 22^nd March, 2024. The said shares were allotted on 9^th 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 financial year 2024-25, Company has proposed to raise funds by an issue of convertible warrant into equity shares to promoters, non-promoters and certain identified 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 27^th 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 profile of retiring Directors, Mr. Murtuza S. Mewawala and Mr. Sajjadhussein Mohammedhussein Nathani is provided as an Annexure-I to the Notice of the 42^nd Annual General Meeting.

DECLERATION BY AN INDEPENDENT DIRECTORS

Based on the confirmation / 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 Qualification 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 modification(s) or re-enactment(s) thereof, for the time being in force) (''Listing Regulations''). The Independent Directors have individually confirmed 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 influence and that they comply with the Company''s Code of Conduct.

Based on the declarations and confirmations 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 fulfilled all the conditions as specified 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 24^th 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 31^st 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 39^th Annual General Meeting (AGM) held on 21^st 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 financial year 2026-2027 and that the Board is authorized to fix the remuneration as may be determined by the Audit Committee in consultation with the Auditors. Now it is proposed to confirm their appointment for the financial 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 financial statement for the year 2024-25 referred to in the Auditor''s Report are self-explanatory and do not contain any qualification, 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), modification(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 29^th 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 SEBI''s 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/ notifications, 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 five consecutive years, from the conclusion of the ensuing Annual General Meeting till the conclusion of the 47^th 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 financial year ended 31^st 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-defined process to ensure the risks are identified and mitigation steps are put in place. The Company''s Risk Management process focuses on ensuring that these risks are identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified 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 financial controls across the organization. The Internal Financial Control with reference to the financial 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 financial 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.
Power and Fuel Consumption		Current Year 31.03.2025	Previous Year 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 financial year were on arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoter’s, Director’s, Key Managerial Personnel or other designated persons which may have a potential conflict 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 financial statement, therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Company''s 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 efficiency, 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 Company''s 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 official website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company''s 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 disqualified 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. Certificate 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 certification. Your Company is also ISO 9001:2015 & ISO 14001:2015 certified 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.

INDUSTRIAL RELATIONS

During the financial 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 defined 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 affirmed compliance with the Code of Conduct. Annexure VI.

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

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.

DIRECTOR’S 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 31^st March 2025 and of the profit for the year ended on that date;

c) The proper and sufficient 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 financial 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 financial 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.

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Mar 31, 2024

The Board of Directors of the Company takes pleasure in presenting the Forty First Annual Report on the business and operation of Expo Gas Containers Limited together with Audited Financial statement for the year ended 31^a March 2024.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars	As on 31.03.2024	As on 31.03.2023
Sales Turnover	7569.86	8021.93
Profit / (Loss) before Depreciation and Interest	586.07	270.12
Less: - Interest	440.13	455.50
Less: - Depreciation	44.24	46.35
Net Profit / (Loss) before Tax	101.70	-231.73
PLess: - Tax
- Current tax	18.71	-
- Earlier Tax	9.22	-2.35
- Deferred Tax Liabilities / (Assets)	-1.77	-8.42
Net Profit/Loss after Tax	75.53	-220.95
Other Comprehensive Income	9.02	21.88
Net Profit after Tax & Comprehensive Income	84.55	-199.07
Profit / (Loss) brought forward	688.90	887.97
Balance Carried to Balance Sheet	773.45	688.90

OPERATIONAL PERFORMANCE

During the Financial Year ended 31st March. 2024, your Company has achieved on standalone basis an operational turnover Rs.7569.86 lakh as compared to 8021.93 lakh in the previous financial year and the Profit after Tax 75.53 lakh as compared to loss of -220.95 lakh the previous financial year.

MANAGEMENT OUTLOOK FOR THE YEAR 2024-25

With the general elections over and political dust settling down, it is expected that the country continues its remarkable growth rate. The company hopes to reap benefits from the slew of projects under implementation and in pipeline, in the Oil and Gas Sector.

FUTURE OUTLOOK

India''s fuel demand is on an upward trajectory, reaching a record high of approximately 233.276 million tonnes in FY24, up from 223.021 million tonnes in FY23. To meet this burgeoning demand, India is poised to expand its refining capacity by nearly 80%, from the current 252 MMTPA to about 450 MMTPA by 2030, with a focus on establishing smaller petroleum refineries to mitigate challenges related to land acquisition and regulatory clearances.

Despite the global trend of refinery closures, driven by various factors including environmental regulations and evolving energy dynamics, India sees an opportunity'' to emerge as a refining hub for the world. The anticipated robust fuel demand in the coming years underscores the strategic significance of BPCL''s ambitious expansion plans.

BPCL Eves Rs 50,000 Crore Investment for New Refinery Expansion

Bharat Petroleum Corporation Limited (BPCL) is gearing up for a significant expansion with plans to establish a new refinery with a capacity'' of 12 million metric tonnes per annum (MMTPA) in the country. As reported by the Economic Times, the state-run oil marketing giant is set to invest approximately Rs 50,000 crore into this ambitious project and is currently scouting locations in three states: Andhra Pradesh, Uttar Pradesh, and Gujarat.

An official quoted in the report stated. "The BPCL is planning another refinery cither on the east coast or on the west coast as India needs more refineries to meet the increasing fuel demand. Talks are at a preliminary stage." Uttar Pradesh is also under consideration as a potential location for the new refinery

This move comes on the heels of BPCL''s Chairman G Krishnakumar''s announcement last month, outlining the company''s vision to elevate its refining capacity to 45 MMTPA by FY29. Currently, BPCL operates three refineries in Mumbai, Kochi, and Bina (Madhya Pradesh), collectively capable of refining around 36 MMTPA.

The investment strategy of BPCL extends beyond refinery expansion. The company plans to inject approximately Rs 1.7 trillion into its core businesses over the next five years, with a significant portion earmarked for refineries, petrochemicals, pipeline projects, and fuel marketing. Of this, Rs 75,000 crore is slated for refineries and petrochemical projects, Rs 8,000 crore for pipeline ventures, and more than Rs 20,000 crore for its marketing endeavors.

Other than the above, the Company is already in coordination with the prospective Clients for their forthcoming projects, by providing them budgetary quotes. Some of the projects are :

• Hindustan Petroleum Corpn. Ltd. - Trijet FEED project.

• GNFC - Weak Nitric Acid (WNA) and Ammonium Nitrate (AN) projects at Bharuch. Gujarat.

• Ethanol & Carbon Capture Block of NTPC CCU project.

• 1 X 5000 MT Ammonia Tank unit of HPCL Chandcria. Rajasthan.

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. DIVIDEND

The Dividend for the year ended 31^st March. 2024 is not advisable as in order to conserve the resources, vour Directors feel that the profits be retained in the business to overcome any'' unforeseen difficulties.

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 financial 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 financial position of the Company subsequent to the close of the FY 2023-24 till the date of this report.

INDIAN ACCOUNTING STANDARD (IND AS):

The financial statements for the year under review have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified 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 financial year 2023-24. 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 31.2024, according to the Companies Act,2013 and rules made there under the Company doesn''t 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 31.03.2024 is 1.90,36,400 Equity shares of the Company of Rs. 4/- each.

During the year under review, pursuant to the provisions of Sections 23(1 )(b). 42, 62(1 )(c) and all other applicable provisions, if any, of the Companies Act, 2013, the enabling provisions of the Memorandum and Articles of Association of the Company and subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018. as amended (''ICDR Regulations''), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the listing agreement entered into by the Company with BSE Limited the Company has issued, offer shares through Preferential issue on private placement basis of 37,60,000 (Thirty-Seven Lakh Sixty’ Thousand Only)

Equity shares having face value of Rs. 4 each at a price Rs.20/- each (including premium of Rs. 16/-per shares) to promotor and non-promoter as per the provision of ICDR Regulation and same has approved by shareholder on extra-ordinary general meeting dated 22^nd March, 2024 and receiv ed BSE in principal approval on 28th March 2024

Note: -

Share allotted a fter the closure of financial year 2023-24 on 09th April,2024 after the approval of Board of Director. None of the Directors of the Company hold any convertible instruments of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Particulars in pursuance of Regulation 36 of the SEB1 LODR Regulations read with Secretarial Standard -2 on General Meetings, brief profile of Mr. Murtuza S. Mewawala is provided as an Annexurc-I to the Notice of the 41^st Annual General Meeting.

During the year there were no changes in the constitution of Board.

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

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 Qualification 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 modification(s) or re-enactment(s) thereof, for the time being in force) (''Listing Regulations’). The Independent Directors have individually confirmed 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 influence.

Based on the declarations and confirmations of the Independent Directors and alter 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 fulfilled all the conditions as specified under the governing provisions of the Companies Act, 2013 and the Listing Regulations

Further, the Independent Directors have also confirmed that they have complied with the Company’s code of conduct.

Based on the confirmation / disclosures received from the Directors, the following Non-Executive Directors are Independent as on March 31. 2024:

1) Mr. Venkateswaran Manickam Chittoor

2) Ms. Sayada Mukadam

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

Pursuant to Section 134(3)(b). details of Board meeting held in the year is reflected in the Corporate Governance Report.

During the year Eight (8) Board Meetings, Four (4) Audit Committee Meetings One (1) Nomination and Remuneration Committee Meeting and Nine (9) Stakeholders Relationship Committee Meetings were held. The details of which are given in the Corporate Gov ernance Report. The interv ening 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 14^lh February 2024.

COMMITTEES OF THE BOARD

In accordance with the prov isions of the Companies Act. 2013 and SEBI (LODR) Regulations. 2015 the Board has the following Three (3) committees as on 31^st March.2024

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders'' Relationship Committee

A detailed update on the Board, its 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 prov ided in the Corporate Gov ernance Report, which forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company does not fall under purview the of Regulations of Corporate Governance pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 for the year under review. However, the same is applicable as per the Companies Act, 2013 and the Company is fully compliant with the applicable provision and the Company'' is committed to ensure compliance with all modification within prescribed norms under Companies Act. 2013.

The Company has also implemented several best governance practices. We also endeavour to enhance long-term shareholder value and respect minority rights in all our 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

STATUTORY AUDITOR AND THEIR REPORT

The shareholders at their 39^th Annual General Meeting (AGM) held on 21^sl September,2022 upon the recommendation of Audit Committee and Board of Directors of the company 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 live conclusion of the Forty Fourth (44th) Annual General Meeting for the financial year 2026-2027 and that the Board is authorized to fix the remuneration as may be determined by the Audit Committee in consultation with the Auditors. Now it is proposed to confirm their appointment for the financial year 2024-25 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 financial statement for the year 2023-24 referred to in the Auditor’s Report are self-explanatory and do not contain any qualification, 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 amcndmcnt(s). modification(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 29^th May,2023 has re-appointed Mr. Sunil Sawant as Internal Auditors of the Company for the Financial Year 2023-2024, 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 tire control environment

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

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. ND & Associates, a firm of Company Secretaries in Practice to undertake the secretarial Audit of the Company. The Report of the Secretarial Audit Report is 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 POLIO

The Company has a well-defined process to ensure the risks are identified and mitigation steps are put in place. The Company''s Risk Management process focuses on ensuring that these risks arc identified on a timely basis and reasonably addressed. The Audit Committee oversees financial risks and controls. Major risks are identified 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 financial controls across the organization. The Internal Financial Control with reference to the financial 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/WH1STLE BLOW ER 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 financial statements.

ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The infonnation 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 camings/outgo is given hereto and forms a part of this report.

FORM-A

Form for disclosure of particulars w ith respect to Conservation of Energy .

Power and Fuel Consumption		Current year 31.03.2024	Previous year 31.03.2023
1)	Electricity
	Purchase Unit (KWH)	3.10	2.47
	Total Amount (Rupees in lacs)	35.36	31.58
	Rate per Unit (Rupees)	11.41	12.78
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

Rs. in Lacs

i) CIF Value of Imports NIL

ii) Expenditure in foreign currency 0.26

Hi) Foreign Exchange earned 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 financial year were on ann’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters. Directors, Key Managerial Personnel or other designated persons which may have a potential conflict 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 financial statement, therefore not reproduced here under. The policy on Related Party Transactions duly approved by the Board has been posted on the Company’s 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 efficiency, 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 Company’s 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 T rading) Regulation, 2015, the Company has formulated code of fair disclosure of unpublished price sensitive information and has uploaded the same on the official website of the Company. All Board Directors and the designated employees have confirmed compliance with the Code.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company’s Equity shares are listed at Bombay Stock Exchange Limited. The Annual Listing fee for the year 2024-25 has been paid.

STATUTORY DISCLOSURES

None of the Directors of the Company are disqualified 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. Certificate as required under Part C of Schedule V of Listing Regulations is enclosed as Annexure V.

QUALITY/ SAFETY CERTIFICATIONS

Your Companv has obtained the prestigious OHSAS (IS045001:2018 certification. Your Company is also ISO 900:2015& ISO 14001:2015 certified by URS.

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

The Company has constituted Internal Complaints Committee under and as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no instance of compliant or report under the said Act was registered in any of the units of the Company.

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 defined code of conduct for its Directors and Senior Management Personnel and the same is uploaded on the website https://wwvv.exDouas.com/Policies.hnnl

As on March 31,2024. all the Board Members and Senior Management of the Companv have affinned compliance with the Code of Conduct

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 THF. 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.

DIRECTORS¹ RESPONSIBILITY 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 31^sl March 2024 and of the profit for the year ended on that date;

c) The proper and sufficient 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.

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

0 The Directors had devised proper systems to ensure compliance with the provisions of all applicable law s and that such systems w ere adequate and operating effectively

OTHER GENERAL DISCLOUSER;

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 HAYING 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 financial 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 hav e 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.

For and on behalf of the Board For Expo Gas Containers Limited

Place : - Mumbai

Dated : -09.08.2024 Sd/-

Hasanain S. Mewawala Managing Director DIN:00125472

---

Mar 31, 2015

Dear Members,

Your Directors present herewith Thirty Second Annual Report together with audited statement of accounts for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Lac)

Particulars As on As on 31.03.2015 31.03.2014

Sales Turnover 6028.16 4543.18

Profit / (Loss) before Depreciation and Interest 793.26 740.32

Less: - Interest 440.08 454.68

Less: - Depreciation 73.79 77.73

Net Profit / (Loss) before Tax 279.39 207.91

Less: - Tax

* Current tax 55.90 41.60

* Earlier Tax - -

* Deferred Tax Liabilities / (Assets) 30.86 39.64

Net Profit after Tax 192.63 126.67

Profit / (Loss) brought forward 669.77 543.10

Balance Carried to Balance Sheet 862.39 669.77

CURRENT YEAR

During the year under review, your Company achieved a sales turnover of Rs. 6028.16 lacs against Rs. 4543.18 lacs in the previous year. Thus the Company has been able to achieve a growth in turnover of 32.69% over the previous financial year.

FUTURE OUTLOOK

In such difficult time of stagnant demand in the economy, your Company has been growing consistently over the past 6 years.

Your Company is fully dependent upon the capital expenditure of the Oil & Gas sector. Considering the global trend in the prices of crude oil, your Company foresees that the actual tendering process for the capital expenditure and expansion plans of oil companies in India may take a few more months to finalize. Thus the actual orders could be received only during the later half of the coming financial year.

In order to bridge this gap in local market your Company plans to explore the export market for tenders/ orders. Also instead of focusing only in the Oil & Gas sector your Company plans to enter into production for the larger Constructing companies / EPC projects in Infrastructure sectors both in India and overseas.

Thus in the coming financial year your Company plans to enter into new geographies, new products and new sectors.

DIVIDEND

In order to conserve resources, your Directors intent to plough back the profits into business and thus do not recommend any dividend for the year ended 31st March 2015.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of deposit by Companies) Rules, 2014.

DIRECTORS

During the year under review Mrs. Sajeda H. Mewawala was appointed as an additional director and the said appointment will be put for confirmation at the forth coming Annual General Meeting. Mr. Hasanain Mewawala retires by rotation and being eligible offer himself for reappointment. Except for these, there are no other changes in the Directors of the Company.

DECLARATION BY AN INDEPENDENT DIRECTQRfSl

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and clause 49 of the Listing agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually, as well as the evaluation of the working of its Audit, Nomination and Remuneration committees.

PERFORMANCE EVALUATION OF INDEPEDNET DIRETORS BY EXECUTIVE DIRECTORS

The performance evaluations of Independent Directors were also carried out and the same was noted.

BOARD MEETINGS

Pursuant to Section 134(3)(b), details of Board meeting held in the year is reflected in the Corporate Governance Report.

During the year Seven (7) Board Meetings and four (4) Audit 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.

A separate meeting of Independent Directors, pursuant to Section 149 (7) read with Schedule VI of the Companies Act, 2013 and Clause 49 was held on 13.02.2015.

TRAINING OF INDEPENDENT DIRECTORS

Your company's Independent Directors are associated with the Company since quite a long time, hence they all understand Company's business and activities very well. However, pursuant to the provisions of Clause 49 of the Listing agreement, the Board did brief to all the Independent Director about the Company's business activities, manufacturing process, quality standards maintained, certifications obtained, Internal controls including financial controls, meetings with the senior management of the Company and the latest changes in the laws.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

AUDITORS

STATUTORY AUDITOR

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment, if made, will be in accordance with the limits specified under Section 139 (9) of the Companies Act, 2013.

INTERNAL AUDITOR

As required under the new Companies Act, 2013 , the Company has appointed an Internal Auditor.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed ND & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as " Annexure A."

RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Board of Directors of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systems commensurate with the size, scale and complexity of its operation.

The internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant Audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

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 on its website.

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.

Power and Fuel Consumption Current year Previous Year 31.03.2015 31.03.2014

1) Electricity

Purchase Unit (KWH) 2.50 3.71

Total Amount (Rupees in lacs) 19.97 30.49

Rate per Unit (Rupees) 7.99 8.22

2) Coal N.A. N.A.

3) Furnace Oil N.A. N.A.

4) Internal Generation N.A. N.A.

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.

TECHNOLOGY ABSORPTION. ADAPTATION AND INNOVATION

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

Rs.inLacs

(i) CIF Value of Imports NIL

(ii) Expenditure in foreign currency 6.48

(iii) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

The information required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Executive Director Ratio to median remuneration

Shaukatali S Mewawala 4.17

Non Executive Directors Ratio to median remuneration

NIL NIL

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

There has been no increase in the remuneration of the directors, thus these provisions are Not Applicable.

c. The percentage increase in the median remuneration of employees in the financial year: 21.54%

d. The number of permanent employees on the rolls of the Company: 64

e. The explanation on the relationship between average increase in remuneration and Company performance:

Not Applicable as no increase in Directors Remuneration.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

(Rs. in Lacs)

Aggregate remuneration of Key managerial 12.00

personnel (KMP) in FY 2015

Revenue 6040.58

Remuneration of KMPs(as % of revenue) 0.20%

Profit before Tax(PBT) 279.39

Remuneration of KMPs(as % of PBT) 4.29%

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

(Rs. in Lacs)

Particulars March 31, 2015 March 31, 2014 % Change

Market 1332.55 1458.19 -8.62

Capitalization

Price Earnings Ratio 6.93 11.43 -39.37

h. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

There was no increase in the managerial remuneration for the financial year 2014-15.

i. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Rs. in Lacs)

Mr. S. S. Mewawala (Chief (Chairman and (Executive Financial Managing Director) and Director) Compliance Officer)

Remuneration in FY 2015 12.00 Nil Nil

Revenue 6040.58 Nil Nil

Remuneration (as % of 0.20% Nil Nil Revenue)

Profit Before Tax (PBT) 279.39 Nil Nil

Remuneration (as % of 4.29% Nil Nil PBT)

j. The key parameters for any variable components of remuneration availed by the directors:

There is no variable component of remuneration to Directors, thus this is Not Applicable

k. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Not Applicable.

l. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

m. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is Not Applicable.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3) (a), extract of Annual Return in Form MGT-9 has been annexed to this Annual Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DIRECTORS' RESPONSIBILITY 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 2015 and of the profit for the year ended on that date;

c) The proper and sufficient 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.

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

f) 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.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliances forms an integral part of this Report.

DISCLOSURE REQUIREMENTS

As per Clause 49 of the listing agreement entered into with the stock exchange, corporate governance report with auditors' certificate thereon and management discussion and analysis are attached, and forms an integral part of this report.

As per Clause 55 of the listing agreement entered into with stock exchange, a business responsibility report is attached and forms an integral part of this annual report

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 efficiency, process change support and various employee engagement programs which has helped the Organization achieve higher productivity levels.

Quality/ Safety Certifications

Your Company has obtained the prestigious OSHAS certification. Your Company is also ISO 9001 certified by Bureau Veritas and approved holder of "U" stamp from ASME U.S. A., R Stamp & NB Stamp.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company's employees.

For and on behalf of the Board For Expo Gas Containers Limited



Sd/- Place : Mumbai (S. S. Mewawala) Dated: 14.08.2015 Chairman & Managing Director

---

Mar 31, 2014

The Members

The Directors present herewith Thirty First Annual Report together with , audited statement of accounts for the year ended 31st March 2014.

FINANCIAL RESULTS (Rs. in Lacs)

Particulars As on As on 31.03.2014 31.03.2013

Profit / (Loss) before Depreciation and Interest 740.32 490.58

Less: - Interest 454.68 277.25

Less: - Depreciation 77.73 78.18

Net Profit/ (Loss) before Tax 207.91 135.15

Less: - Tax_;

- Current tax_ 41.60 27.04

- Earlier Tax_: - (0.67)

- Deferred Tax Liabilities / (Assets) 39.64 21.11

Net Profit after Tax 126.67 87.68

Profit / (Loss) brought forward 543.10 455.42

Balance Carried to Balance Sheet 669.77 543.10



CURRENT YEAR

Your company achieved gross turnover of Rs. 4552.91 Lacs for the year ended 31st March, 2014 against Rs. 3526.92 in the previous year. The F.Y. 2013-14 has seen your company successfully improve its performance. Your company has achieved a EBIDTA of Rs. 740.32 Lacs for the year ended 31st March, 2014 as against Rs. 490.58 Lacs for the previous Financial Year. This amounts to 50.91% over the previous year. The EBIDTA margin has improved fi^i 13.91% to 16.26% during the Current F.Y. The Profit Before Tax for trie current period under review was Rs. 207.91 Lacs as compared to Rs. 135.15 Lacs.

OPPORTUNITY AND FUTURE OUTLOOK

The Indian economy''s growth has slowed down considerably. This scenario has been adversely impacted by many factors including difficulties in obtaining environmental clearance for new projects, land acquisitions etc.

The continuous high fiscal and balance of payment deficit have also caused a severe dent in the confidence of the economy. The investment in main core sectors has reduced drastically. Even though there is no dearth in viable projects, several factors, including those mentioned above have resulted in new projects coming to a vital stand still.

The fact that the Company still has a decent order book will help it to tide over the concern. The Management expects the Company to be in healthy shape to take advantage of the upturn in Indian and world economy. The company is influctinuous process to improve its marketing efforts. As a result of this the Company has been able to sustain its order book despite the tough competitive environment. With large size jobs being taken up, the Company has considerably strengthened its senior management level in project execution. Your company continues to put great emphasize on securing new business from existing as well as new customers and new geographies.

DIVIDEND

In view of inadequate profits and in order to conserve resources, your Directors do not recommend any dividend for the year ended 31st March 2014.

DIRECTORS

Mr. Hasanain S. Mewawala retires by rotation and being eligible offer himself for reappointment. Mr. Vazirali G. Lokhandwala resigns from the Board and inMs place Mr. Shailesh D. Shah is appointed as an additional director of the Company. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under

Section 224(1B) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Boaxd of Directors) Rules, 1988, 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.

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 Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Report on Corporate Governance" for the year ended 31.03.2014 has been annexed in this Annual Report.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

En^gy 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.

DIRECTORS'' RESPONSIBILTY STATEMENT AS REQUIRED UNDER SECTION 217(2AA1 OF THE COMPANIES ACT 1956

The Directors state that: -

a) In the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956 have been followed and there are no material departures from the same;

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 31sl March 2014 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of Bank^Si Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company''s employees.

For and on behalf of the Board For Expo Gas Containers Limited

Place : - Mumbai Dated : - 11.08.2014 Sd/ (S. S. Mewawala) Chairman & Managing Director

---

Mar 31, 2013

To, The Members

The Directors present herewith Thirtieth Annual Report together with audited statement of accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lacs)

As On As On Particulars 31.03,2013 31.032012

Profit / (Loss) before Depreciation and Interest 490.58 577.85

Less: - Interest 27.25 358.50

Less: - Depreciation 78.18 78.02

Net Profit / (Loss) before Tax 135.15 141.33

Less: - Tax

- Current tax (Including FBT) 27.04 28.95

- Earlier Tax (0.67) 2.15

- Deferred Tax Liabilities / (Assets) 21.11 (65.43)

Net Profit after Tax 87.68 175.66

Profit / (Loss) brought forward 455.42 279.76

Balance Carried to Balance Sheet 543.10 455.42

CURRENTYEAR

During the year under review, the Company achieved turnover of Rs. 35.11 Crores against Rs. 32.27 Crores in the previous year. This is about 9% growth.

OPPORTUNITY AND FUTURE OUTLOOK

Indian economy''s growth is slowing down to around 5% and all the industries, including Capital goods industry, are also suffering at the moment. However, there are projects which are lined up for Fertlizers and Oil & Gas sector etc. which are awaiting clearance and its is expected that before the elections in 2014, these projects will get clearance. In fact, Toyo Engineering has started working on Fertilzier project, for

which we have received enquiries.

In the interim period, the Company has managed to receive orders from Indian Oil Corporation, Reliance Industries and other Companies. The current order book is about Rs. 75 Crores and this is more than double of the order book around this time last year. It is also double of our previous year turnover. We expect a healthy increase in turnover for the year ended March, 2014.

DIVIDEND

In view of inadequate profits and in order to conserve resources, your Directors do not recommend any dividend for the year ended 31st March 2013.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of deposit) Rules, 1974.

DIRECTORS

Mr. Sajjadhussein Nathani retires by rotation and being eligible offer himself for reappointment. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. KetanN. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under Section 224( IB) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, 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.

Power and Fuel Consumption ] Currentyear Previous Year

31.03.2013 I 31.03.2012

1) Electricity

Purchase Unit (KWH) 376 4.42

Total Amount (Rupees in lacs) 31.23 29.51

Rate per Unit (Rupees) 831 6.68

2) Coal NA 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 Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs i) CIF Value of Imports NIL

ii) Expenditure in foreign currency 2.62

Hi) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled "Report on Corporate Governance" for the year ended 31.03.2013 has been annexed in this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956

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 2013 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of

adequate accounting records in accordance with the provisions of the Companies Act, 1956 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. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of the financial institutions, Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Company''s employees.

For and on behalf of the Board

For Expo Gas Containers Limited

Place : - Mumbai

Dated :-22.08.2013 Sd/-

(S. S. Mewawala)

Chairman & Managing Director

---

Mar 31, 2010

The Directors present herewith Twenty Seventh Annual Report together with audited statement of accounts for the year ended 31st March 2010.

FINANCIAL RESULTS

(Amount in Rs.)

Particulars As on As on

31.03.2010 31.03.2009

Profit / (Loss) before Depreciation and Interest 3,50,79,618 74,17,392

Less: - Interest 1,79,47,316 3,55,413

Less: - Depreciation 66,72,924 46,13,245

Net Profit / (Loss) before Extraordinary Items 1,04,59,378 24,48,734

Add: - Extraordinary Items (Net) - 5,21,03,218

Net Profit / (Loss) before Tax 1,04,59,378 5,45,51,952

Less: - Tax

- Current tax (Including FBT) 16,15,974 16,16,800

- Deferred Tax Liabilities / (Assets) 39,56,746 4,91,81,996

Net Profit after Tax 48,86,658 37,53,156

Prior period adjustment - —

Profit / (Loss) brought forward 2,43,382 (6,43,57,403)

Loss Written Back Consequent on Reduction in Capital - 4,67,18,400

Loss Adjusted Against Share Premium Account - 1,41,29,229

Balance Carried to Balance Sheet 51,30,040 2,43,382

CURRENT YEAR PERFORMANCE

During the year under review, the Company achieved turnover of Rs. 20.84 Crores against Rs. 17.23 Crores in the previous year. This is about 21% growth. The profits before extra ordinary income also increased significantly from about Rs. 24.48 Lacs to Rs. 104.59 Lacs.

In order to consolidate the operations and enhance capabilities further, the Company undertook expansion of its facilities costing about Rs. 3.25 Crores. This was funded by Saraswat Bank to the extent of Rs. 2.30 Crores of Term Loan and the balance was funded from internal accruals of the Company. With the completion of this expansion, the Company has successfully enhanced its capabilities to offer wider range of products and also increased its capacity significantly.

OPPORTUNITY AND FUTURE OUTLOOK

Indian economy is growing at a healthy rate of 8.5 to 9%. Capital goods industry is also doing well and several projects are coming up in hydrocarbon, power, petrochemical and fertilizer sectors. At present, the Company has healthy order position of over Rs. 36.00 Crores.

The Company is also working actively with reputed Companies like L&T, Samsung, Toyo Engineering, BPCL, HPCL for further orders. We are confident that your Company will be able to show healthy growth in the current year and have substantial order book position at the end of current financial year.

The Company has also been approved by reputed Engineering Consultancy firms for fabrication of new products including Heat Exchangers. The Company is also exploring and pursuing orders for site construction activities as well as overseas business. We are also in discussions with L&T for development of specialized equipments.

DIVIDEND

In view of inadequate profits your Directors do not recommend any dividend for the year ended 31st March 2010.

DEPOSITS

The Company has not accepted any deposit or unsecured loans from the public within the meaning of Section 58A of the Companies Act, 1956 read with The Companies (Acceptance of deposit) Rules, 1974.

DIRECTORS

Mr. Hasanain S. Mewawala & Mr. Sajjadhussein Nathani were appointed as an additional director w. e. f. 14.12.2009. Except this there are no other changes in the Directors of the Company.

AUDITORS

M/s. Ketan N. Shah, Chartered Accountants, Mumbai, Auditors of the Company retires at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that the proposed appointment if made will be in accordance with the limits specified under Section 224(1B) of the Companies Act, 1956.

As regards the appointment of Internal Auditors, the Company is in the process of appointing a suitable person. The other reservations of Auditors are self-explanatory in the notes referred to by them.

REDUCTION OF CAPITAL

During the year the Company had passed a Special Resolution at an Extra Ordinary General Meeting held on 11th June 2009 for Reduction of Paid- up Share Capital of the Company from Rs. 7,78,64,000 divided into 77,86,400 Equity Shares of Rs. 10 each fully paid up to Rs. 3,11,45,600/- divided into 77,86,400 equity shares of Rs. 4/- each fully paid up by canceling the capital to the extent of Rs.6/- per Equity share thereby the amount of the Share Capital getting reduced by Rs. 4,67,18,400/-. The Company had applied to Honble High Court., Mumbai for its approval for the Reduction of the paid up capital of the Company as required under Section 100 of the Companies Act, 1956 after obtaining the No Objection Certificate of Mumbai Stock Exchange where the shares of the Company are listed. The Company received the approval from the Honble High Court, Mumbai. The Company fixed the record date and the script trading was suspended for some time. Thereafter the equity shares were again listed by the Mumbai Stock Exchange with the face value of Rs. 4/- per share. The Authorised Capital of the Company was also reclassified to make it as Rs. 4/- per share vide ordinary resolution passed at last Annual General Meeting of the Company.

PREFERENTIAL ISSUE OF CONVERTIBLE WARRANTS

The Company passed special resolution for the Preferential Issue of 45,00,000 Convertible Warrants of Rs. 10/- each for cash aggregating to Rs. 4,50,00,000/- convertible at the option of the holder into one Equity share of Rs. 10/- each (or such adjusted numbers for any bonus, stock splits or consolidation, reduction or other reorganization of the capital structure of the company) by passing special resolution at its Extra ordinary General Meeting held on 2nd March 2009. The necessary in-principle approval was obtained from the Mumbai Stock Exchange and the Company has allotted 45,00,000 Convertible Warrants of Rs. 10/- each for cash at par at its Board Meeting held on 31.03.2009. The Company applied to SEBI for the exemption from open offer as per regulation 4 of SEBI (Substantial Acquisition of Shares & Takeovers) Regulation 1997. The Company was fortunate enough to get the said approval from SEBI vide their order dated 27th April 2010. The Company allotted 1,12,50,000 equity shares on 19th May 2010 and have applied to Mumbai Stock Exchange for listing of the said shares.

ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of the Board of Directors) Rules, 1988, 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.

Power and Fuel Consumption Current year Previous Period

31.03.2010 31.03.2009

1) Electricity

Purchase Unit (KWH) 2.86 2.42

Total Amount (Rupees in lacs) 18.12 15.05

Rate per Unit (Rupees) 6.34 6.23

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 Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 is not applicable, as there is no technology absorption, adaptation and innovation made by your Company. However, it has been the endeavor of the Company to continuously upgrade & standardize its products.

FOREIGN EXCHANGE EARNING AND OUTGO

Rs. in Lacs

i) CIF Value of Imports NIL

ii) Expenditure in foreign currency 0.03

iii) Foreign Exchange earned NIL

PARTICULARS OF EMPLOYEES

No employee was in employment of the Company throughout the Financial Year or part of the Financial Year on a remuneration, which in aggregate, exceeded the limits prescribed under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, a separate section titled “Report on Corporate Governance” for the year ended 31.03.2010 has been annexed in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT 1956

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 2010 and of the profit for the year ended on that date;

c) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Industrial Relations continued to be harmonious throughout the year under review.

ACKNOWLEDGEMENT

Your Directors express their gratitude for the continued support of the financial institutions, Bankers, Government Authorities and Shareholders. Your Directors also place on record their deep sense of appreciation for the commitment exhibited by the Companys employees.

By Order of the Board

For Expo Gas Containers Limited

Place : Mumbai

Dated : 17.08.2010 Sd/-

(S. S. Mewawala)

Managing Director