Meeting Details
The 35th Annual General Meeting will be held on Friday, July 24, 2026 at 10:00 a.m. IST through Video Conference/Other Audio Visual Means. The deemed venue is the Registered Office of the Company at No.505, 5th Floor, Brigade Rubix, No.20, HMT Main Road, Bangalore 560 013.
Ordinary Business
1. To consider and adopt the audited financial statements of the Company for the financial year ended March 31, 2026 and the Reports of the Board of Directors and Auditors thereon.
2. To appoint a Director in place of Mrs. Shailaja Suresh (DIN: 01326440), who retires by rotation and, being eligible, offers herself for re-appointment.
Special Business
Item 3: Approval for Alteration of Memorandum of Association (MoA)
The Board proposes to alter Clause 3(B) of the MoA by inserting a new subclause 3(B)(43) authorizing 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 company, body corporate or other entity, whether in India or abroad, in accordance with the applicable laws and regulations."
This alteration is proposed in consideration of the potential amalgamation/merger of SKF Elixer India Private Limited with and into Smiths and Founders India Limited ("Proposed Merger"), subject to receipt of all necessary approvals from shareholders, stock exchanges, SEBI, National Company Law Tribunal, and other regulatory authorities.
The Board states that the MoA currently lacks an express provision authorizing corporate restructuring transactions. The alteration is intended to provide greater operational and strategic flexibility for future business opportunities and growth. Approval is sought by Special Resolution pursuant to Section 13 of the Companies Act, 2013.
Item 4: Continuation of Mr. Suresh Shastry as Chairman and Managing Director
Mr. Suresh Shastry (DIN: 01099554) was appointed as Chairman and Managing Director for a term of five years effective April 1, 2022, approved by shareholders on September 29, 2022. He will attain the age of 70 years on November 12, 2026.
The Board recommends continuation of his term for five years effective from November 12, 2026, with all other terms and conditions of his appointment including perquisites and benefits remaining the same as approved by shareholders and subsequently altered by the Board on May 25, 2026. Approval is sought by Special Resolution pursuant to Sections 196, 196(3), 197, 198, and 203 read with Schedule V of Companies Act 2013 and SEBI Listing Regulations.
Shareholder Information
Shareholding Details of Directors
- Mr. Suresh Shastry: 2,92,06,953 shares
- Mrs. Shailaja Suresh: 53,000 shares
Record Date and Book Closure
The Register of Members and Share Transfer Books will remain closed from July 18, 2026 to July 24, 2026 (both days inclusive) for the AGM.
E-Voting Details
Remote e-voting period: July 21, 2026 (9:00 a.m.) to July 23, 2026 (5:00 p.m.) through CDSL platform. Cut-off date for voting eligibility: July 17, 2026.
Individual shareholders holding securities in demat mode can vote through their demat accounts with CDSL/NSDL. Shareholders holding shares in physical mode and non-individual shareholders must use the CDSL e-voting system at www.evotingindia.com.
Attendance and Quorum
Members attending through VC shall be counted for quorum under Section 103 of the Companies Act, 2013. Physical attendance has been dispensed with pursuant to MCA General Circular No. 09/2023 dated September 25, 2023.
Additional Information
The Notice and Annual Report 2025-26 are available on the Company's website www.smithsandfoundersindia.com, BSE website www.bseindia.com, and CDSL website www.evoting.cdsl.com.
Members may send queries regarding accounts to accounts@smithsandfoundersindia.com by July 16, 2026. Queries regarding the meeting may be sent to cosec@smithsandfoundersindia.com.