SMT Engineering Limited , a company known for its presence in the engineering sector, has announced a significant move to enhance the corporate governance of its unlisted material subsidiary, Sai Machine Tools Private Limited. The company has appointed two new independent directors to the subsidiary's board, bringing diverse expertise and experience to the table.

Key Appointments

The shareholders of Sai Machine Tools Private Limited have approved the appointment of two non-executive independent directors for a five-year term, from November 10, 2025, to November 9, 2030. The new appointees are:

1. Mr. Rajendra Saxena (DIN: 11259763)
2. Mrs. Varsha Ravindra Bhadoriya (DIN: 10292688)

Director Profiles

Mr. Rajendra Saxena

Mr. Saxena brings a wealth of experience to the board with his 38-year career in pharmaceutical and healthcare marketing. His profile includes:

• Educational Background: M.A. in Economics
• Professional Experience:
  • 35 years with Alkem Laboratories Ltd. as Regional Marketing Manager for Madhya Pradesh
  • Currently working with Gynocare Services Private Limited as Marketing Executive

Mrs. Varsha Ravindra Bhadoriya

Mrs. Bhadoriya contributes valuable public sector experience to the board. Her background includes:

• Educational Background: MSW (Master of Social Work)
• Professional Experience:
  • 4 years in the Department of Social Justice at the Collector Office, Indore
  • Focused on policy implementation and welfare initiatives for marginalized communities

Governance Implications

These appointments align with Regulation 24(1) and 30(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Both directors:

• Are appointed for a term of five consecutive years
• Are not liable to retire by rotation
• Have no relationships with existing company directors
• Are eligible to serve as Non-executive Independent Directors under the Companies Act, 2013 & SEBI (LODR) Regulations 2015
• Are not debarred from holding the office of director by any SEBI order or other authority

Market Impact

While the immediate market impact of these appointments may be limited, they represent SMT Engineering's commitment to strong corporate governance practices within its group structure. The diverse backgrounds of the new directors, spanning healthcare marketing and social welfare, could potentially bring fresh perspectives to Sai Machine Tools Private Limited's strategic direction.

Investors and stakeholders may view this move positively, as it demonstrates the company's proactive approach to maintaining high standards of corporate governance, even in its subsidiary operations. This could potentially enhance stakeholder confidence in the long-term management and oversight of the SMT Engineering group.

SMT Engineering has announced a significant restructuring of its key board committees. The changes, approved during a board meeting on November 5, 2025, affect the composition of three crucial committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee.

Committee Restructuring Details

The company has implemented identical compositions for all three committees, effective November 5, 2025. The new structure is as follows:

Regulatory Compliance

This restructuring aligns with the company's commitment to maintaining robust corporate governance practices. The changes were made in accordance with Regulation 30, read with Regulations 18, 19, 20, and other applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Details

The board meeting where these changes were approved commenced at 3:30 PM and concluded at 4:00 PM on November 5, 2025. The company promptly communicated these changes to BSE Limited as part of its regulatory compliance obligations.

Company Information

SMT Engineering, formerly known as Adarsh Mercantile Limited, operates under the Corporate Identity Number (CIN): L33120WB1992PLC055082. The company's registered office is located at 8a & 8b, Satyam Towers 3, Alipore Road, Kolkata, West Bengal, India, 700027, while its corporate office is situated at Plot No. 23 D Sector A Sanwer Road Industrial Area, Near Parle G Biscuit Factory, Indore 452015, Madhya Pradesh, India.

This restructuring of board committees represents a significant corporate action, potentially impacting the company's governance structure and decision-making processes. Shareholders and stakeholders may want to closely monitor how these changes influence the company's operations and strategic direction in the coming months.