Solitaire Machine Tools Ltd - AGM Information 2025

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June 02, 2025

To The Manager BSE Limited Corporate Relationship Department Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001

Sub.: Notice of 33[rd] Annual General Meeting of the Company for F.Y. 2024-25.

Ref.: Scrip Code: 522152 | Scrip Name: SOLIMAC

Dear Sir /Madam,

With reference to the caption subject, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, please find enclosed herewith Notice of 33[rd] Annual General Meeting of the members of the Company scheduled to be held on Saturday, 28[th] June, 2025, at 11.00 a.m. through Video conferencing (‘VC’) / Other Audio-Visual means (“OAVM”).

Kindly take note of the same on record.

Thanking You,

Yours faithfully,

For Solitaire Machine Tools Limited;

KRISHNA Digitally signed by KRISHNA TEJASHKU TEJASHKUMAR NAIK Date: 2025.06.02 MAR NAIK 17:15:52 +05'30'

Krishna Naik

Company Secretary and Compliance Officer (Mem. No.: A45523)

Encl: As Above

SOLITAIRE MACHINE TOOLS LIMITED - CIN No. L28932GJ1967PLC143293 Regd. Office & Plant II: A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara – 390 016, Gujarat, India. Plant I : 292, Dharamsinh Desai Marg, Chhani Road, Vadodara-390 024, Gujarat, India. Mob. : 99044 08538, 9099440114 • E-mail : [email protected] • Website : www.smtgrinders.com

NOTICE

Notice is hereby given that the 33[rd] Annual General Meeting of the members of SOLITAIRE MACHINE TOOLS LIMITED (CIN – L28932GJ1967PLC143293) will be held on Saturday, 28[th] June, 2025 at 11.00 a.m. IST through Video Conferencing (“VC”) / Other Audio Visual means (“OVAM”) to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt the Standalone Audited Financial Statements of the Company for the Financial Year ended 31[st] March, 2025 together with Board’s Report and Auditors’ Report thereon.
To appoint a Director in place of Ms. Shilpa Manmohan Taneja (DIN - 00207023), who retires by rotation and being eligible, offers herself for re-appointment.
To approve and declare dividend recommended by the Board for the for the Financial Year ended 31[st] March, 2025.

SPECIAL BUSINESS:

Approval for the re-appointment of Mr. Ashok J. Sheth (DIN: 00174006) as Chairman and Director (Non- Independent, Executive Director) of the Company:

To consider and if thought fit, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendations of Nomination and Remuneration Committee and as per the provisions of the section 152, 196, 197, 198 and all other appliable provisions if any, read with Schedule V of the Companies Act, 2013 and pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time and other applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force) and any subsequent amendment/modification in the rules, Act and/or appliable laws in this regard, the consent of the members of the company be and is hereby accorded for the reappointment of Mr. Ashok J. Sheth (DIN: 00174006), who has attained the age of 77 years, as Chairman and Director of the Company, for a period of five years, commencing from 8th September, 2025 to 7th September, 2030 with such powers as may be delegated by the Board of Directors from time to time as of a Director, but subject to the superintendence, direction and control of the Board of Directors of the Company; liable to retire by rotation, on the terms as to salary and perquisites and commission, if any.

FURTHER RESOLVED THAT Mr. Ashok J. Sheth (DIN: 00174006) shall receive remuneration of Rs. 1,25,000/- (Rs. One lakh twenty-five thousand) per month with the performance bonus and additional perquisites like use of Company’s Car, Provident Fund, Gratuity, Reimbursement of one telephone line at residence, Reimbursement of Electricity bill at residence and of any other expenses incurred in the due course of performing his duties as Chairman and Director of the Company.

FURTHER RESOLVED THAT the aggregate amount of remuneration and commission, if any, payable to Mr. Ashok J. Sheth and in aggregate to all such Directors should not exceed the prescribed percentages of the Net Profit of the Company in each year as provided under Section 197 read with Schedule V of the Companies Act, 2013, as may be in force, from time to time.

FURTHER RESOLVED THAT in the event of absence or inadequacy of profit in any financial year during the currency of tenure, he shall be paid remuneration by way of salary, perquisites and other allowances as specified above as Minimum Remuneration restricted, however, to the ceiling specified in the amended Section II of Part II of Schedule V of the Companies Act, 2013 as

may be in force from time to time or alternatively pay remuneration by way of salary, perquisites and other allowances subject to the approval of the Central Government exceeding the ceiling limits prescribed in the amended Section II of Part II of Schedule V of the Act.

FURTHER RESOLVED THAT the Board of Directors (hereinafter referred to as “the Board” which term shall include the Nomination and Remuneration Committee of the Board) of the Company, be and is hereby authorized to vary, alter and modify the terms of re-appointment including, inter-alia, designation, remuneration and remuneration structure of Mr. Ashok J. Sheth, as it may deem fit as per provisions of the Act and other applicable statutory provisions; and further authorized to do all such acts, deeds and things, as it may, in its absolute discretion deem necessary, expedient or desirable, with power on behalf of the Company to settle all such questions, difficulties or doubts whatsoever, that may arise while giving effect to this resolution, without requiring the Board to secure any further consent or approval of the Members of the Company.”

5 . Approval of the appointment of M/s H. M. Mehta and Associates, Practicing Company Secretaries, Vadodara as Secretarial Auditor of the Company of the Company for a term of up to 5 (Five) consecutive years:

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

" RESOLVED THAT pursuant to the recommendations of Audit Committee and the Board of Director of the Company as per the provisions of Section 204(1) of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable provisions if any of the Companies Act 2013 and as per the Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, and subject to receipt of such other approvals, consents and permissions as may be required, the consent of the members of the company be and is hereby accorded to appoint Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Peer- reviewed Practicing Company Secretary (Membership No. F4965 & Peer Review Number 1184/2021) as Secretarial Auditors of the Company for conducting a Secretarial Audit for the term of 5 (five) consecutive years starting from the Financial year 2025-26 to the Financial Year 2029-30 and to hold office from the conclusion of this 33[rd] Annual General Meeting (AGM) for the Financial Year 2024-25 till the conclusion of the 38[th] Annual General Meeting to be held for the Financial Year 2030-31 on such terms and conditions including remuneration as will be decided by the Board of Directors of the Company in consultation with the Audit Committee and the said Secretarial Auditors mutually plus applicable Goods and Service Tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, things and to sign all such documents and writings as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto.”

Place: Vadodara Date: 17/05/2025 Registered Office: A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara-390016.

By and order of Board of Directors Sd/Krishna Naik Company Secretary ACS-45523

NOTES: -

The Ministry of Corporate Affairs (“MCA”) has vide its General Circular No. 2/2022 dated May 05, 2022, General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020 and General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 10/2022 dated December 28, 2022 and General Circular No. 09/2023 dated September 25, 2023 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through Video Conferencing (VC) / Other Audio Visual Medium (OAVM) till September 30, 2024, without physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013, (“Act”), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and MCA Circulars, the AGM of the Company is being held through VC/OAVM, without the physical presence of the members at a common venue. The Company has engaged MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) for facilitating voting through electronic means i.e. remote e-voting and voting on the date of AGM.
Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. However, since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for this AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice
Corporate members intending to represent through their authorized representatives in the AGM through VC/ OAVM and to vote through remote e-voting or voting at the AGM are requested to send to the Company a certified copy of the board resolution authorizing their representative to the designated email address of the Registrar and Transfer Agents at [email protected].
The cut-off date for the purpose of determining eligibility of members for voting in connection with the 33[rd] AGM has been fixed as 20[th] June, 2025.
The Register of Members and Share Transfer Books of the Company will remain closed from Sunday, 21[st] June, 2025 to Saturday, 28[th] June, 2025 (Both Days Inclusive).
Pursuant to Finance Act 2020, dividend income will be taxable in the hands of shareholders w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to shareholders at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof. The shareholders are requested to update their PAN with the Company/MUFG Intime (in case of shares held in physical mode) and depositories (in case of shares held in demat mode).
A. Resident individual shareholder with PAN and who is not liable to pay income tax can submit a yearly declaration in Form No. 15G/15H or Lower Withholding Certificate (if obtained from the Tax department), to avail the benefit of non-deduction/ lower deduction of tax at source by writing an email to [email protected] on or before 11:59 p.m. IST on July 01, 2025. The shareholders are requested to note that in

case their PAN is not registered/ updated, the tax will be deducted at a higher rate of 20% (plus Surcharge and Cess as applicable).

B. Non-resident shareholders can avail beneficial rates under tax treaty between India and their country of residence, subject to providing necessary documents i.e. No Permanent Establishment (PE) and Beneficial Ownership Declaration, Tax Residency Certificate (TRC), Form 10F, any other document which may be required to avail the tax treaty benefits by sending an [email protected]. The aforesaid declarations and documents need to be submitted by the shareholders by 11:59 p.m. IST by July 01, 2025. The formats of No PE Declaration (including beneficial ownership) and Form 10F are available on MUFG Intime’s website at https://web.in.mpms.mufg.com/client-downloads.html TRC needs to be obtained by the shareholder from the Tax Department of their country of residence. Non-resident shareholders shall also furnish the lower/nil withholding certificate, if obtained from the Tax Department.
Change of particulars including address, bank mandate & nomination for shares held in demat form, should be notified only to the respective Depository Participants where the member has opened his demat account. The Company or its Share Transfer Agent will not be able to act on any direct request from these Members for change of such details. However, for any change in particulars in respect of shares held in physical form should be sent to the Registrar & Share Transfer Agents of the Company i.e., MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited) at following address:

MUFG Intime India Private Limited C 101, 247 Park, L. B. S. Marg, Vikhroli (West), Mumbai, Maharashtra, 400 083

SEBI has decided that securities of listed companies can be transferred only in dematerialized form from 01[st] April 2019. In view of the above and to avail various benefits of dematerialization, members are advised to dematerialize shares held by them in physical form. Members can contact the Company or the Company’s Registrar and Transfer Agents, M/s. MUFG Intime India Private Limited (Formerly known as Link Intime India Private Limited), for assistance in this regard.
Members desirous of getting any information about the accounts and operations of the Company are requested to send their query to [email protected] on or before June 14, 2025.
Members are requested to register their E-mail address with the Company/Registrar & Transfer Agents so as to receive Annual Report and other communication electronically.
Information pursuant to regulations 26(4), 36(3) of SEBI LODR and Secretarial Standard on General Meeting (SS-2) with respect of the Directors seeking appointment/ reappointment, as the case may be, at the AGM are furnished in the Annexure to this Notice. The Directors have furnished the requisite consents / declarations for their appointment / reappointment.
In compliance with the aforesaid MCA Circulars and circular issued by SEBI dated May 12, 2020 and January 15, 2021, Notice of the Annual General Meeting along with the Annual Report for the Financial year 2024-25 is being sent only by electronic mode to those Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice of Annual General Meeting and Annual Report for the Financial

year 2024-25 will also be available in the Investors Section on the Company's website www.smtgrinders.com and on the website of Bombay Stock Exchange at www.bseindia.com.

Members can attend and participate in the Annual General Meeting through VC/OAVM facility only. Members attending the meeting through VC/OAVM shall be counted for the purposes of reckoning the quorum under Section 103 of the Companies Act, 2013.
Since the AGM will be held through VC/OAVM, the route map is not annexed to this Notice.
Mr. Ashok J. Sheth (DIN: 00174006) is interested in the Special resolutions set out at Item No. 4. Save and except the above, none of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the Business of the Notice.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide notification dated 7[th] May, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed at the Annual General Meeting held on 16[th] July, 2022.
The Company’s shares are listed at Bombay Stock Exchange.
Instructions for e-voting and joining the AGM are as follows:

A. VOTING THROUGH ELECTRONIC MEANS

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide the members to exercise their right to vote at 33[rd] Annual General Meeting of the Company by electronic means through remote e-voting facility provided by MUFG Intime India Private Limited (‘Link Intime’). Members who are holding shares in physical or dematerialized form as on June 20, 2025 shall exercise their vote by electronic means.
The voting period begins on Wednesday, 25[th] June, 2025 (09:00 a.m.) to Friday, 27[th] June, 2025 (05:00 p.m.). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) 20[th] June 2025 may cast their vote electronically. The e-voting module shall be disabled by Link Intime for voting thereafter.
Any person, who acquires shares of the Company and becomes member of the Company after dispatch of the notice and holding shares as of the cut-off date i.e., 20[th] June, 2025 may obtain the login ID and password by sending an email to [email protected] by mentioning their Folio No./DP ID.
The members who have cast their vote by remote e-voting prior to the AGM may also attend/participate in the AGM through VC/OAVM but shall not be entitled to cast their vote again. 5. The details of the process and manner for remote e-voting are explained herein below:

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

In terms of SEBI circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id correctly in their - demat accounts to access e Voting facility.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH NSDL:

METHOD 1 - Individual Shareholders registered with NSDL IDeAS facility

Shareholders who have registered for NSDL IDeAS facility:

a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “Login”.
b) Enter User ID and Password. Click on “Login”
c) After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

OR

Shareholders who have not registered for NSDL IDeAS facility:

a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.
b) Proceed with updating the required fields.
c) Post successful registration, user will be provided with Login ID and password.
d) After successful login, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL:

a) Visit URL: https://www.evoting.nsdl.com
b) Click on the “Login” tab available under ‘Shareholder/Member’ section.
c) Enter User ID (i.e., your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen.
d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.
e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e- voting period.

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH CDSL:

METHOD 1 – Individual Shareholders registered with CDSL Easi/ Easiest facility

Shareholders who have registered/ opted for CDSL Easi/ Easiest facility:

a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Login or www.cdslindia.com.

b) Click on New System Myeasi Tab
c) Login with existing my easi username and password
d) After successful login, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime, for voting during the remote e-voting period.
e) Click on “Link InTime/ MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

OR

Shareholders who have not registered for CDSL Easi/ Easiest facility

a) To register, visit URL:
https://web.cdslindia.com/myeasitoken/Registration/EasiRegistration / https://web.cdslindia.com/myeasitoken/Registration/EasiestRegistration
b) Proceed with updating the required fields.
c) Post registration, user will be provided username and password.
d) After successful login, user able to see e-voting menu.
e) Click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - Individual Shareholders directly visiting the e-voting website of CDSL.

a) Visit URL: https://www.cdslindia.com
b) Go to e-voting tab.
c) Enter Demat Account Number (BO ID) and PAN No. and click on “Submit”.
d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account
e) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Individual Shareholders holding securities in demat mode with Depository Participant:

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

a) Login to DP website
b) After Successful login, user shall navigate through “e-voting” option.
c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.
d) After successful authentication, click on “Link InTime / MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding shares in physical mode / Non-Individual Shareholders holding - - securities in demat mode as on the cut off date for e voting may register for InstaVote as under:

a) Visit URL: https://instavote.linkintime.co.in

Shareholders who have not registered for INSTAVOTE facility:

b) Click on “Sign Up” under ‘SHARE HOLDER’ tab and register with your following details: -

A. User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID. CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

B. PAN:

Enter your 10-digit Permanent Account Number (PAN) (Shareholders who have not updated their PAN with the Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

C. DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP / Company - in DD/MM/YYYY format)

D. Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

Shareholders holding shares in NSDL form , shall provide ‘D’ above
Shareholders holding shares in physical form but have not recorded ‘C’ and ‘D’, shall provide their Folio number in ‘D’ above
Set the password of your choice ((The password should contain minimum 8 characters, at least one special Character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).
Enter Image Verification (CAPTCHA) Code
Click “Submit” (You have now registered on InstaVote).

Shareholders who have registered for INSTAVOTE facility

c) Click on “Login” under ‘SHARE HOLDER’ tab.
A. User ID: Enter your User ID
B. Password: Enter your Password
C. Enter Image Verification (CAPTCHA) Code
D. Click “Submit”
d) Cast your vote electronically:
A. After successful login, you will be able to see the “Notification for e-voting”.
B. Select ‘View’ icon.
C. E-voting page will appear.
D. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
E. After selecting the desired option i.e. Favour / Against, click on ‘Submit’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote

GUIDELINES FOR INSTITUTIONAL SHAREHOLDERS (“CORPORATE BODY/ CUSTODIAN/MUTUAL FUND”):

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

a) Visit URL: https://instavote.linkintime.co.in
b) Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”
c) Fill up your entity details and submit the form.
d) A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to [email protected].
e) Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote).

STEP 2 –Investor Mapping

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials. b) Click on “Investor Mapping” tab under the Menu Section
c) Map the Investor with the following details:
- A. ‘Investor ID’ -
  - i. NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678
  - ii. CDSL demat account – User ID is 16 Digit Beneficiary ID.
- B. ‘‘Investor’s Name - Enter Investor’s Name as updated with DP.
- C. ‘Investor PAN’ - Enter your 10-digit PAN.
- D. ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.
File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client
ID or 16 Digit Beneficiary ID. Further, Custodians and Mutual Funds shall also upload specimen signatures
- E. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report Section”.

STEP 3 – Voting through remote e-voting.

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) Click on “Votes Entry” tab under the Menu section.
c) Enter the “Event No.” for which you want to cast vote.
Event No. can be viewed on the home page of InstaVote under “On-going Events”.
d) Enter “16-digit Demat Account No.” for which you want to cast vote.
e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).
f) After selecting the desired option i.e. Favour / Against, click on ‘Submit’.
A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

VOTES UPLOAD:

a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.
b) After successful login, you will be able to see the “Notification for e-voting”.
c) Select “View” icon for “Company’s Name / Event number” .
d) E-voting page will appear.
e) Download sample vote file from “Download Sample Vote File” tab.
f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.
g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently)

HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] or call at : 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 22 55 33

FORGOT PASSWORD:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on “Login” under ‘SHARE HOLDER’ tab
Click “forgot password?” .
Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI, Bank Account Number (last four digits) etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

User ID:

NSDL demat account – User ID is 8 Character DP ID followed by 8 Digit Client ID.

CDSL demat account – User ID is 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – User ID is Event No + Folio Number registered with the Company.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab
Click “ forgot password ?”
Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).
Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter

Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.
During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”

INSTAMEET VC Instructions for shareholders

In terms of Ministry of Corporate Affairs (MCA) General Circular No. 09/2024 dated 19.09.2024, the Companies can conduct their AGMs/ EGMs on or before 30 September 2025 by means of Video Conference (VC) or other audio-visual means (OAVM).

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

a) Visit URL: https://instameet.in.mpms.mufg.com & click on “Login” .
b) Select the “Company” and ‘Event Date’ and register with your following details:
A. Demat Account No. or Folio No:
- Shareholders holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID.
- Shareholders holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID.

Shareholders holding shares in physical form – shall provide Folio Number.

B. PAN:
- Enter your 10-digit Permanent Account Number (PAN)
- (Shareholders who have not updated their PAN with the Depository Participant
- (DP)/ Company shall use the sequence number provided to you, if applicable.
C. Mobile No: Enter your Mobile No.
D. Email ID: Enter your email Id as recorded with your DP/ Company.
c) Click “Go to Meeting”

You are now registered for InstaMeet, and your attendance is marked for the meeting.

Instructions for shareholders to Speak during the General Meeting through InstaMeet:

a) Shareholders who would like to speak during the meeting must register their request with the company.
b) Shareholders will get confirmation on first cum first basis depending upon the provision made by the company.
c) Shareholders will receive “speaking serial number” once they mark attendance for the meeting. Please remember speaking serial number and start your conversation with panellist by switching on video mode and audio of your device.
d) Other shareholder who has not registered as “Speaker Shareholder” may still ask questions to the panellist via active chat-board during the meeting.

*Shareholders are requested to speak only when moderator of the meeting/ management will announce the name and serial number for speaking.

Instructions for Shareholders to Vote during the General Meeting through InstaMeet:

Once the electronic voting is activated during the meeting, shareholders who have not exercised their vote through the remote e-voting can cast the vote as under:

a) On the Shareholders VC page, click on the link for e-Voting “Cast your vote”
b) Enter your 16-digit Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMEET
c) Click on 'Submit'.
d) After successful login, you will see “Resolution Description” and against the same the option “Favour/ Against” for voting.
e) Cast your vote by selecting appropriate option i.e. “Favour/Against” as desired. Enter the number of shares (which represents no. of votes) as on the cut-off date under ‘Favour/Against'.
f) After selecting the appropriate option i.e. Favour/Against as desired and you have decided to vote, click on “Save”. A confirmation box will be displayed. If you wish to confirm your vote, click on “Confirm”, else to change your vote, click on “Back” and accordingly modify your vote. Once you confirm your vote on the resolution, you will not be allowed to modify or change your vote subsequently.

Note:

Shareholders/ Members, who will be present in the General Meeting through InstaMeet facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting facility during the meeting.

Shareholders/ Members who have voted through Remote e-Voting prior to the General Meeting will be eligible to attend/ participate in the General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

Shareholders/ Members are encouraged to join the Meeting through Tablets/ Laptops connected through broadband for better experience.

Shareholders/ Members are required to use Internet with a good speed (preferably 2 MBPS download stream) to avoid any disturbance during the meeting.

Please note that Shareholders/ Members connecting from Mobile Devices or Tablets or through Laptops connecting via Mobile Hotspot may experience Audio/Visual loss due to fluctuation in their network. It is therefore recommended to use stable Wi-FI or LAN connection to mitigate any kind of aforesaid glitches.

Helpdesk:

Shareholders facing any technical issue in login may contact INSTAMEET helpdesk by sending a request at [email protected] or contact on: - Tel: 022 – 4918 6000 / 4918 6175.

GENERAL INSTRUCTIONS:

a. The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. June 20, 2025. A person, whose name is recorded in the register of members or in the register of beneficial owners maintained by the depositories as on the cut-off date i.e. June 20, 2025 only shall be entitled to avail the facility of remote e-voting or e-voting at the AGM.

b. CS Hemang Mehta, Proprietor, H.M. Mehta & Associates, Practicing Company Secretaries (Membership No. FCS 4965) has been appointed as the Scrutinizer to scrutinize the e- voting process in a fair and transparent manner.

c. The Scrutinizer shall within 48 hours of conclusion of the meeting submit a consolidated scrutinizer report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing.

d. The Results shall be declared on or after the AGM of the Company. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.smtgrinders.com and communicated to the BSE Limited.

INSTRUCTIONS FOR SHAREHOLDERS FOR REGISTRATION OF E-MAIL ADDRESS AND BANK DETAILS ARE AS FOLLOWS:

i. Temporary Registration for Demat shareholders:

The Members of the Company holding Equity Shares of the Company in Demat Form and who have not registered their e-mail addresses may temporarily get their e-mail addresses registered with Link Intime by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their website www.linkintime.co.in at the Investor Services tab by choosing the E mail Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, DP ID, Client ID/ PAN, mobile number and e-mail id. In case of any query, a Member may send an e-mail to Link Intime at [email protected].

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

ii. Permanent Registration for Demat Shareholders:

It is clarified that for permanent registration of e-mail address, the Members are requested to register their e-mail address, in respect of demat holdings with the respective Depository Participant (“DP”) by following the procedure prescribed by the DP.

iii. Registration of email id for Shareholders holding physical shares:

The Members of the Company holding Equity Shares of the Company in physical Form and who Have not registered their e-mail addresses may get their e-mail addresses registered with Link Intime, by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their website www.linkintime.co.in at the Investor Services tab by choosing the E mail / Bank Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, mobile number and e-mail id and also upload the image of share certificate in PDF or

JPEG format. (upto 1 MB). In case of any query, a Member may send an e-mail to Link Intime at [email protected].

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

iv. Registration of Bank Details for Physical Shareholders :

The Members of the Company holding Equity Shares of the Company in physical Form and who have not registered their bank details can get the same registered with Link Intime, by clicking the link: https://linkintime.co.in/emailreg/email_register.html in their website www.linkintime.co.in at the Investor Services tab by choosing the E mail/Bank Registration heading and follow the registration process as guided therein. The Members are requested to provide details such as Name, Folio Number, Certificate number, PAN, email id along with the copy of the cheque leaf with the first named Shareholders name imprinted in the face of the cheque leaf containing bank name and branch, type of account, bank account number, MICR details and IFSC code in PDF or JPEG format. In case of any query, a Member may send an email to Link Intime at [email protected]

On submission of the Shareholders details an OTP will be received by the Shareholder which needs to be entered in the link for verification.

Place: Vadodara Date: 17/05/2025

By and order of Board of Directors Sd/Krishna Naik Company Secretary ACS-45523

Registered Office: A-24/25, Krishna Industrial Estate, Near B.I.D.C., Gorwa, Vadodara-390016.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

Item no. 4

The Members of the Company in their Annual General Meeting held on 07th September, 2020 had appointed Mr. Ashok Jivarajbhai Sheth (DIN: 00174006) as Chairman and Managing Director (Non-Independent, Executive Director) of the Company for a period of 5 (Five) years w.e.f. 7th September, 2020 to 7[th] September, 2025 and accordingly his tenure will expire on 06th September, 2025.

In Financial Year 2023-24, in Board Meeting dated 10[th] August, 2023 Mr. Ashok J. Sheth has tendered his resignation as Managing Director but continued as Director of the Company.

During the tenure of Mr. Ashok Jivarajbhai Sheth, the Company has:

a) Achieved sustainability in the production and sales turnover. b) Improved its financial performance and net profits. c) Undertaken the expansion of manufacturing facilities successfully.

Thus, the Company has immensely benefited from the rich experience, hard work and expertise of management of industries by Mr. Ashok Jivarajbhai Sheth.

In view of his excellent leadership and contribution to the growth and performance of the Company, the Board of Directors (“the Board”) of the Company, on recommendation of Nomination and Remuneration committee, subject to the approval of the members and pursuant to the provisions of Section 152, 196, 197, 198 and 203 of the Companies Act, 2013 ( “the Act” ) and all the applicable Rules made thereunder read with the Articles of Association of the Company, in their meeting held on 17[th] May, 2025 had re-appointed Mr. Ashok Jivarajbhai Sheth (DIN: 00174006) as Chairman and Director (Non-Independent, Executive Director) of the Company, liable to retire by rotation with effect from 07th September, 2025 for a further period of 5 (Five) years on such terms and conditions including remuneration as furnished below;

A. SALARY, ALLOWANCES & PERQUISITES not exceeding Rs. 1,25,000 (Rupees One lakh twenty five thousand only) per month and payment of incentive/rewards as may be paid from time to time, on actual basis.

Perquisites, Reimbursements and Allowances include like use of Company’s Car, Provident Fund, Gratuity, Reimbursement of one telephone line at residence, Reimbursement of Electricity bill at residence and of any other expenses incurred by Mr. Ashok Jivarajbhai Sheth and his dependent family members, leave travel allowance as per the rules of the Company.

B. Annual Increments or any change in the remuneration of Mr. Ashok Jivarajbhai Sheth shall be approved by the Board of Directors of the Company on the recommendation of the NRC from time to time during his tenure.
C. Other Terms & Conditions:
a. Mr. Ashok Jivarajbhai Sheth shall perform his duties in the interest of the Company.

b. Mr. Ashok Jivarajbhai Sheth shall be entitled for reimbursement for actual entertainment travelling, boarding, lodging and all other expenses incurred by him in connection with the Company’s business or during the course of discharge of his official duties and responsibilities and such reimbursement will not form part of his remuneration.
c. Mr. Ashok Jivarajbhai Sheth shall not be entitled to receive sitting fees for attending meetings of the Board of Directors or a Committee thereof.
d. Mr. Ashok Jivarajbhai Sheth shall act in accordance with the Articles of Association of the Company and shall abide by the provisions contained in the Act including related Rules and the provisions contained in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
e. Mr. Ashok Jivarajbhai Sheth shall adhere to the Code of Conduct of the Company and shall also comply with the other policies and laws applicable on the Company.
f. This re-appointment shall not be considered as a break in his service as Managerial Personnel of the Company.

The above may be treated as a written memorandum setting out the terms of re-appointment of Mr. Ashok Jivarajbhai Sheth pursuant to the provisions of Section 190 of the Companies Act, 2013.

The Company has also received the consent letter from Mr. Ashok Jivarajbhai Sheth to continue to act as Director of the Company.

Mr. Ashok Jivarajbhai Sheth satisfies all the conditions set out in Part-I of Schedule V to the Act and conditions set out under sub-section (3) of Section 196 of the Act for being eligible for his re-appointment. He is not disqualified to act as Director in terms of Section 164 of the Act and is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Details of Mr. Ashok Jivarajbhai Sheth pursuant to the provisions of (i) the Listing Regulations and (ii) Secretarial Standard on General Meetings (‘SS-2’) issued by the Institute of Company Secretaries of India are provided in the ‘Annexure’ to the Notice.

Pursuant to the provisions of Section 196 and Schedule-V of the Companies act, 2013, it is now proposed to seek members’ approval by passing a Special Resolution for the reappointment of and remuneration payable to Mr. Ashok Jivarajbhai Sheth as Director in terms of the applicable provisions of the Act.

None of the Directors or Key Managerial Personnel (KMP) except Mr. Ashok Jivarajbhai Sheth, Chairman and Director and also KMPs and Promoters and/or Relative Promoters, are, in any way, concerned or interested, financially or otherwise in this Resolution.

The Board of Directors recommend the Special Resolution as set out in Item No 4 of the Notice for approval by the Members.

The Members may note that this Notice along with the Explanatory Statement and other requisite documents are available for inspection by the Members of the Company during normal business hours at the Registered Office of the Company.

Item no. 5

Brief Profile of M/s H.M. Mehta & Associates:

Mr. Hemang Mehta, Proprietor of H. M. Mehta & Associates being a Peer Reviewed Firm of Company Secretaries based in Vadodara since November 20, 1996. He is a Fellow Member of the Institute of Company Secretaries of India (ICSI), holding Membership No. F4965 and PR No. 1184/2021. With over 30 years of professional experience, Mr. Mehta brings multi-faceted expertise in advising corporates on matters related to the Companies Act, SEBI (LODR) Regulations, and FEMA. The peer-reviewed firm offers a wide range of professional services, including but not limited to: establishment of Wholly Owned Subsidiaries (WOS) and Joint Venture companies in India; setting up Project or Branch Offices for foreign companies; incorporation of Companies and LLPs along with advisory on their regulatory compliance; conducting Secretarial Audits and certification work for both listed and unlisted entities; acting as Scrutinizer for shareholders' and creditors' meetings and overseeing poll processes; managing mergers, demergers, and acquisitions; handling winding-up procedures and voluntary liquidations; and providing advisory services under FEMA, particularly in relation to Foreign Direct Investments (FDIs) and Overseas Direct Investments (ODIs).

In view of the credentials, qualifications, and eligibility of the proposed Secretarial Auditors, and based on the recommendation of the Audit Committee, the Board of Directors recommends the resolution set out at Item No. 5 for the approval of the Members as an Ordinary Resolution.

None of the Directors and Key Managerial Personnel of the Company and their respective relatives are, in any way, concerned or interested, in the Resolution set out at Item No. 5 of the Notice.

ANNEXURE TO ITEM NO. 2 & 4 OF THE NOTICE

Details of Director seeking Appointment/Re-appointment at the forthcoming Annual General Meeting (Pursuant to regulation 36(3) of the SEBI Listing Regulations)

==> picture [470 x 351] intentionally omitted <==

----- Start of picture text -----

Name of the Director Ms. Shilpa Taneja Mr. Ashok J. Sheth
DIN 00207023 00174006
Date of Birth 28/11/1969 15/08/1947
Date of Appointment/Re- 10/09/1987 10/09/1987
appointment
Terms and Conditions of Director liable to retire by Reappointment as a
appointment / reappointment rotation Chairman & Director
Areas of Specialisation Marketing and Advertising Manufacturing of
Machine Tools
Qualification & Expertise Master of Business B.S. (Mechanical
Administration (MBA) Engineering)
Remuneration last drawn (incl. 50,000/- 18,50,089/-
sitting fees, if any)
No. of shares held in the 4,910 7,25,659
Company
Directorship held in other 1. Ellora Design Private NIL
Companies Limited.
2. Adventure Advertising
Private Limited.
Chairman/member of the – -
Committee of the Board of
Directors of other Companies
–
Relationship with -
other Directors and
Key Managerial
Personnel
----- End of picture text -----

AI assistant

Solitaire Machine Tools Ltd — AGM Information 2025

61256_rns_2025-06-02_3af9d1ff-84c0-45c9-a9e2-4848fa6f59e5.pdf

June 02, 2025

Sub.: Notice of 33[rd] Annual General Meeting of the Company for F.Y. 2024-25.

Ref.: Scrip Code: 522152 | Scrip Name: SOLIMAC

Yours faithfully,

For Solitaire Machine Tools Limited;

Krishna Naik

ORDINARY BUSINESS:

SPECIAL BUSINESS:

NOTES: -

A. VOTING THROUGH ELECTRONIC MEANS

REMOTE E-VOTING INSTRUCTIONS FOR SHAREHOLDERS:

OR

METHOD 2 - Individual Shareholders directly visiting the e-voting website of NSDL:

INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE WITH CDSL:

OR

Individual Shareholders holding securities in demat mode with Depository Participant:

Shareholders who have not registered for INSTAVOTE facility:

A. User ID:

B. PAN:

Shareholders who have registered for INSTAVOTE facility

STEP 2 –Investor Mapping

STEP 3 – Voting through remote e-voting.

METHOD 1 - VOTES ENTRY

HELPDESK:

FORGOT PASSWORD:

User ID:

INSTAMEET VC Instructions for shareholders

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access InstaMeet facility.

Note:

Helpdesk:

GENERAL INSTRUCTIONS:

i. Temporary Registration for Demat shareholders:

ii. Permanent Registration for Demat Shareholders:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES

ACT, 2013

Item no. 4

Brief Profile of M/s H.M. Mehta & Associates:

ANNEXURE TO ITEM NO. 2 & 4 OF THE NOTICE

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Solitaire Machine Tools Ltd AGM Information 2025