Sandhar Technologies Limited

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Ref: STL/SE/2024-2025/AGM Proceedings/39

Dated: 24[th] September, 2024

To,

Department of Corporate Services BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai-400001

To,

Listing Department The National Stock Exchange of India Limited C-1, G-Block, Bandra-Kurla Complex, Bandra, (E), Mumbai-400051

BSE Code 541163; NSE: SANDHAR

Subject: Proceedings of 32[nd] Annual General Meeting (‘AGM’) held on 24[th] September, 2024

Dear Sir/ Ma’am,

In continuation to our letter dated 29[th] August, 2024, we wish to inform you that the 32[nd] Annual General Meeting (“AGM”) of the Company was held today i.e. Tuesday, the 24[th] September, 2024, at 11:30 A.M. (IST) through Video Conferencing (‘VC”)/ Other Audio Visual Means (“OAVM”).

The voting results pursuant to Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the Scrutinizer’s Report will be submitted with the Stock Exchanges in due course.

In compliance with the Regulation 30 read with Part A (13) of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we are enclosing herewith a summary of AGM proceedings as Annexure -1.

The AGM concluded at 12:27 P.M.(IST)

Kindly take the aforesaid on record and oblige.

Thanking you,

Yours faithfully,

For SANDHAR TECHNOLOGIES LIMITED

Digitally signed by Yashpal Jain Date: 2024.09.24 17:43:33 Yashpal Jain +05'30'

Yashpal Jain Chief Financial Officer & Company Secretary (M. No. A13981)

Sandhar Technologies Limited

Corporate Office: 13, Sector-44, Gurugram-122 002, Haryana, India. Ph: + 91 12-4518900 Registered Office: B-6/20, L.S.C., Safdarjung Enclave, New Delhi-110 029, India, Ph: +91-11-40511800 E-mail: [email protected], website: www.sandhargroup.com; CIN-L74999DL1987PLC029553

Annexure-1

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SUMMARY OF THE PROCEEDINGS OF THE 32[ND] (THIRTY SECOND) ANNUAL GENERAL MEETING OF THE MEMBERS OF SANDHAR TECHNOLOGIES LIMITED (“THE COMPANY ”)

The 32[nd] Annual General Meeting (“AGM”) of the Members of Sandhar Technologies Limited (“Company”) was held today i.e. Tuesday, the 24[th] September, 2024, at 11:30 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) through facility provided by Link Intime India Private Limited in compliance with the circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”). The said meeting was called, convened and conducted in compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to transact the business(es) as stated in the AGM notice dated 08[th] August, 2024.

Shri Yashpal Jain, Chief Financial Officer and Company Secretary, welcomed all the Members and panelist present at the AGM and briefed them on details relating to their participation at the Meeting through audio-visual means and requested Board Members and other officials present at the meeting to introduce themselves.

The following Directors and officials were present at the AGM of the Company:

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1. Shri Jayant Davar Chairman, Managing Director and Chief Executive
Officer & Chairman of the Corporate Social
Responsibility Committee
2. Smt. Archana Capoor Non-Executive Independent Director & Chairman of
the Audit Committee
3. Shri Vikrampati Singhania Non-Executive Independent Director & Chairman of
the Nomination and Remuneration Committee
4. Shri Vimal Mahendru Non-Executive Independent Director
5. Shri Bharat Anand Non-Executive Independent Director
6. Shri Arjun Sharma Non-Executive Independent Director & Chairman of
Stakeholders’ Relationship Committee
7. Smt. Aabha Bakaya Non-Executive Independent Director
8. Shri Sandeep Dinodia Non-Executive Non-Independent Director &
Chairman of the Risk Management Committee
9. Smt. Monica Davar Non-Executive Non-Independent Director
10. Shri Neel Jay Davar Non-Executive Non-Independent Director
11. Shri Yashpal Jain Chief Financial Officer and Company Secretary
12. Shri Gulshan Ahuja Deputy Company Secretary & Compliance Officer
13. Shri Shashank Agarwal Representative of BSR & Co. LLP, Statutory Auditors
14. Shri K K Sachdeva Secretarial Auditor & Scrutinizer
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Shri Yashpal Jain informed the members that Company has provided remote e-voting facility to members to cast their vote between 09:00 A.M. of Saturday, 21[st] September, 2024 till 05:00 P.M. of Monday, 23[rd] September, 2024 and that, the proceedings of the AGM were also being webcasted and could be viewed live by members by logging on to the website of the InStaMeet. The Company has taken requisite steps to enable Members to participate and vote on the business(es) to be transacted at the AGM.

Since the AGM was held through VC/OAVM, in compliance with the applicable circulars issued by MCA and the SEBI, physical attendance of Members was dispensed with. Accordingly, the Members were informed that the requirement of appointing proxies was not applicable. Further, the Registers, as required under the Companies Act, 2013, as well as other documents as mentioned in the Notice convening the AGM were available for inspection in electronic mode to the members.

Total 144 Members attended the AGM through VC/OAVM.

Shri Yashpal Jain has confirmed that requisite quorum was present and requested Shri Jayant Davar to Chair the Meeting.

Thereafter, Shri Jayant Davar delivered his speech and with the consent of the members present, the Notice convening the 32[nd] AGM, the Report of the Board of Directors and the Financial Statements including Auditor’s Report thereon for the Financial Year 2023-24 were taken as read, as the same were circulated to the Members. There were no qualifications, reservations, disclaimer or adverse remarks in the Auditor’s Report and the Report of the Secretarial Auditor of the Company.

In terms of the AGM Notice dated 08[th] August, 2024, the following business(es) were transacted through remote e-voting and voting during the AGM:

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S. No. Particulars Type of
Resolution
ORDINARY BUSINESS(ES)
1. To receive, consider and adopt the Audited Standalone and Ordinary
Consolidated Financial Statements of the Company for the
Financial Year ended the 31 [st] March, 2024 together with the
reports of the Board of Directors and Auditors thereon.
2. To declare a final dividend of INR. 3.25 per Equity Share of Ordinary
INR. 10/- each fully paid up for the Financial Year ended the
31 [st] March, 2024.
3. To appoint a Director in place of Shri Sandeep Dinodia (DIN Ordinary
00005395), who retires by rotation and being eligible, offer
himself for re-appointment.
SPECIAL BUSINESS(ES)
4. Ratification of remuneration payable to Cost Auditor viz. Ordinary
M/s Satija & Co., for audit of cost records for the Financial
Year 2024-25.
5. Appointment of Smt. Aabha Bakaya (DIN: 05131734) as Non- Special
Executive, Independent Director of the Company
Sandhar Technologies Limited
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6. Re-appointment of Shri Vimal Mahendru (DIN: 00006016) as Non-Executive Independent Director of the Company Special	6. Re-appointment of Shri Vimal Mahendru (DIN: 00006016) as Non-Executive Independent Director of the Company Special	6. Re-appointment of Shri Vimal Mahendru (DIN: 00006016) as Non-Executive Independent Director of the Company Special
7.	Renewal for the payment of Commission to the Non- Executive Directors	Ordinary

The members who registered themselves as speakers, addressed the meeting through VC/OAVM and sought information on the Company’s operations and businesses. Shri Jayant Davar responded to the queries of the Members and provided desired information.

Further, the Chairman informed that the facility for e-voting would remain open for 15 minutes’ post conclusion of the AGM and requested the Members who had not exercised their votes through the remote e-voting, to cast their votes through e-voting facility available at the AGM.

The members were informed that Shri K. K. Sachdeva, proprietor of M/s K K Sachdeva & Associates, Company Secretaries, appointed as the scrutinizer to scrutinize the e-voting process of the AGM.

On receipt of the final report from the scrutinizer, the results of the voting along with remote e-voting would be announced within 2 working days from conclusion of the meeting. The voting results along with the Scrutinizer’s Report shall be placed on the website of the Company https://sandhargroup.com and Link Intime India Private Limited and shall also be submitted immediately to the BSE Limited and the National Stock Exchange of India Limited.

The requisite quorum was present throughout the meeting.

The meeting concluded at 12:27 P.M. with the Chairman of the meeting presenting vote of thanks to everyone present at the meeting.

For Sandhar Technologies Limited

Digitally signed by Yashpal Jain Yashpal Jain Date: 2024.09.24 17:44:20 +05'30' Yashpal Jain Chief Financial Officer & Company Secretary (M. No. A13981)

AI assistant

Sandhar Technologies Limited AGM Information 2024

60876_rns_2024-09-24_ce05075f-e704-4890-800d-c83e8ee4a2d6.pdf

Ref: STL/SE/2024-2025/AGM Proceedings/39

Dated: 24[th] September, 2024

To,

To,

BSE Code 541163; NSE: SANDHAR

Subject: Proceedings of 32[nd] Annual General Meeting (‘AGM’) held on 24[th] September, 2024

For SANDHAR TECHNOLOGIES LIMITED

SUMMARY OF THE PROCEEDINGS OF THE 32[ND] (THIRTY SECOND) ANNUAL GENERAL MEETING OF THE MEMBERS OF SANDHAR TECHNOLOGIES LIMITED (“THE COMPANY ”)