Smiths & Founders (India) Limited shareholders approved two key special resolutions at the company’s 35th Annual General Meeting (AGM) held on July 24, 2026. The most significant change involves an alteration to the Memorandum of Association (MOA) to explicitly authorize corporate restructuring activities, including mergers, demergers, and acquisitions. Additionally, shareholders granted consent for Mr. Suresh Shastry to continue serving as Chairman and Managing Director (CMD) despite attaining the age of seventy years.

The meeting, conducted via video conferencing in compliance with Ministry of Corporate Affairs and SEBI circulars, also saw the approval of ordinary business items. These included the adoption of audited financial statements for FY26 and the reappointment of Mrs. Shailaja Suresh as a director. The proceedings were chaired by Mr. Shastry, with requisite quorum confirmed by the Chairman of the Audit Committee, Mr. Ramesh Rao.

Strategic Expansion via MOA Alteration

The alteration to the Object Clause of the MOA inserts a new sub-clause (3(B)(43)) after the existing Clause 3(B)(42). This amendment empowers the company to "enter into, undertake, implement, give effect to and participate in any arrangement, compromise, reconstruction, merger, demerger, amalgamation, absorption, acquisition, takeover, consolidation or any other form of corporate restructuring" with any entity in India or abroad. This move signals a potential strategic shift towards inorganic growth or structural optimization, aligning the company’s legal framework with broader corporate action possibilities under applicable laws.

Leadership Continuity

Mr. Suresh Shastry, who has served as CMD since his initial appointment on October 22, 1990, continues in his role following shareholder approval. Born on November 12, 1956, he holds an Advanced Diploma in Forge Technology and possesses deep expertise in the forging industry. As of March 31, 2026, Mr. Shastry holds 2,92,06,953 equity shares, representing 28.64% of the company’s total equity. He attended all six board meetings during FY26 and drew a salary of ₹21.62 lakhs in the same period. He is also related by marriage to Non-Executive Director Mrs. Shailaja Suresh.

Governance and Compliance

The AGM was overseen by statutory auditor M/s. SNR & Company, represented by Partner Mr. Ritesh Sharma. Mr. Nagesha Rao, a Practicing Company Secretary, served as the Secretarial Auditor and Scrutinizer for the e-voting process. Independent Directors Mr. N. Sreeramaiah and Mr. Arkalgud Suryanarayana Sundar were also present. The voting results and Scrutinizer’s Report have been filed with the Bombay Stock Exchange (BSE) under Regulation 30(6) read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Roopashree B Shettigar, Company Secretary & Compliance Officer, signed off on the proceedings. The detailed disclosure was submitted to BSE Limited on July 24, 2026.

Smiths & Founders (India) Limited will hold its 35th Annual General Meeting on July 24, 2026, via Video Conferencing to seek shareholder approval for the re-appointment of Mr. Suresh Shastry as Chairman and Managing Director and the alteration of its Memorandum of Association. The Board, meeting on June 29, 2026, recommended Mr. Shastry's continuation for an additional five years after he attains the age of 70 on November 12, 2026, and approved the insertion of a new clause to facilitate corporate restructuring, including a proposed merger with SKF Elixer India Private Limited.

The company has dispensed physical copies of the Notice of AGM and Annual Report for FY 2025-26 to members with registered email addresses, providing them electronically instead. For members without registered email addresses, the company dispatched letters on July 02, 2026, containing the web link to the Notice and Annual Report. The Annual Report, containing financial statements for the year ended March 31, 2026, is available on the company's website. The Board has not recommended any dividend for the financial year ended March 31, 2026, citing carried forward losses.

Mr. Suresh Shastry, who holds an Advanced Diploma in Forge Technology, has over 46 years of experience in the forging industry. His current term commenced on April 1, 2022. As of March 31, 2026, he holds 2,92,06,953 shares in the company. He is the husband of Mrs. Shailaja Suresh, who retires by rotation at the upcoming AGM and is eligible for re-appointment.

The Register of Members and Share Transfer Books will remain closed from July 18, 2026, to July 24, 2026. Shareholders holding shares as of the record date of July 17, 2026, are entitled to participate and vote. The company will provide a remote e-voting facility as well as e-voting during the AGM.

Key AGM Dates