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Sandhar Technologies Limited AGM Information 2025

Sep 19, 2025

60876_rns_2025-09-19_5ec91e1e-ee1d-4004-8f95-2c1b1c3af7a1.pdf

AGM Information

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Ref: STL/SE/2025-2026/AGM Proceedings/51

Dated: 19[th] September, 2025

To, To, Department of Corporate Services Listing Department BSE Limited The National Stock Exchange of India Limited Phiroze Jeejeebhoy Tower, Dalal Street, C-1, G-Block, Bandra-Kurla Complex, Mumbai-400001 Bandra, (E), Mumbai-400051

BSE Code 541163; NSE: SANDHAR

Subject: Proceedings of 33[rd] Annual General Meeting (‘AGM’) held on 19[th] September, 2025

Dear Sir/ Ma’am,

In continuation to our Intimation(s)/Disclosure(s) dated 28[th] August, 2025 and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the 33[rd] Annual General Meeting (“AGM”) of the Company was held today i.e. Friday, the 19[th] September, 2025, at 11:30 A.M. (IST) through Video Conferencing (‘VC”)/ Other Audio Visual Means (“OAVM”).

The voting results of remote e-voting conducted prior to the AGM and the e-voting during the AGM, in relation to the business transacted at the AGM along with the Consolidated Scrutinizer’s Report will be submitted with the Stock Exchanges in due course within the prescribed time period.

In compliance with the Regulation 30 read with Part A Para 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 12:52 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: 2025.09.19 18:06:02 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

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Annexure-1

SUMMARY OF THE PROCEEDINGS OF THE 33[RD] (THIRTY THIRD) ANNUAL GENERAL MEETING OF THE MEMBERS OF SANDHAR TECHNOLOGIES LIMITED

The 33[rd] Annual General Meeting (“AGM”) of the Members of Sandhar Technologies Limited (“Company”) was held today i.e. Friday, the 19[th] September, 2025, at 11:30 A.M. (IST) through Video Conferencing (“VC”)/ Other Audio Visual Means (“OAVM”) through facility provided by MUFG Intime India Private Limited (formerly known as 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”), in this regard. 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 07[th] August, 2025.

Shri Yashpal Jain, Chief Financial Officer and Company Secretary, welcomed all the Members and panelists including the Directors, 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 panelists present at the meeting to introduce themselves.

The following Directors and other panelists 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, Finance and Strategy
Committee and Share Transfer and Allotment
Committee.
2. Smt. Archana Capoor Non-Executive Independent Director & Chairperson
of the Audit Committee
3. Shri Vikrampati Singhania Non-Executive Independent Director & Chairperson
of the Nomination and Remuneration Committee
4. Shri Sandeep Dinodia Non-Executive Independent Director & Chairperson
of the Risk Management Committee
5. Shri Arjun Sharma Non-Executive Independent Director & Chairperson
of the Stakeholders’ Relationship Committee
6. Shri Bharat Anand Non-Executive Independent Director
7. Smt. Aabha Bakaya Non-Executive Independent Director
8. Smt. Monica Davar Non-Executive Non-Independent Director
9. Shri Neel Jay Davar Non-Executive Non-Independent Director
10. Shri Gurvinder Jeet Singh Whole-time Director
11. Shri Yashpal Jain Chief Financial Officer and Company Secretary
12. Shri Gulshan Ahuja Deputy Company Secretary & Compliance Officer
13. Shri Deepesh Sharma 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 Shri Vimal Mahendru, was unable to join the 33[rd] AGM of the Company due to his personal commitments and has sought leave of absence.

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

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Shri Yashpal Jain informed the members that Company has provided a remote e-voting facility to members to cast their vote between 09:00 A.M. of Tuesday, 16[th] September, 2025 till 05:00 P.M. of Thursday, 18[th] September, 2025 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 till the conclusion of the meeting.

Total 144 Members attended the AGM through VC/OAVM, the details of which are as follows:

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Category Promoters and Public Total
Promoters Group
In person N.A. N.A. N.A.
Video Conference 10 134 144
including authorised
representative
Total 10 134 144
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Shri Yashpal Jain confirmed that requisite quorum was present and requested Shri Jayant Davar, Chairman of the Company to Chair the Meeting.

Shri Jayant Davar, Chairman, took the Chair and welcomed all the shareholders and the Panelist at the AGM.

Thereafter, Shri Jayant Davar delivered his speech and with the consent of the members present, the Notice convening the 33[rd] AGM, the Report of the Board of Directors including the Secretarial Audit Report for the Financial Year 2024-25 and the Financial Statement including Auditor’s Report thereon for the Financial Year 2024-25 were taken as read, as the same were circulated to the Members. The Chairman further informed that 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 07[th] August, 2025, the following business(es) were transacted through remote e-voting and voting during the AGM:

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

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S. No. Particulars Type of
Resolution
ORDINARY BUSINESSES
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, 2025 together with the
reports of the Board of Directors and Auditors thereon.
2. To declare a final dividend of INR. 3.50/- (Indian Three Ordinary
Rupees Fifty Paise) each on the fully paid up Equity Shares
of the Company of face value of INR 10/- (Indian Rupees
Ten) each for the financial year 2024-2025.
3. To consider and approve re-appointment of Shri. Neel Jay Ordinary
Davar (DIN: 09201336), as a Non-Executive Non-
Independent Director, who retires by rotation and being
eligible offers himself for re-appointment.
SPECIAL BUSINESSES
4. To appoint M/s K K Sachdeva & Associates, as Secretarial Ordinary
Auditor of the Company
5. Ratification of Remuneration payable to Cost Auditor viz., Ordinary
M/s Satija & Co., for audit of cost records of the Company
for the Financial Year 2025-2026.
6. Re- Appointment of Shri. Jayant Davar (DIN: 00100801) as Special
Executive Chairman (Executive Director) & Chief Executive
Officer of the Company for 5 years w.e.f 01 [st] January, 2026.
7. Approval for the Increase in the borrowing limits of the Special
Company
8. Approval for Increase in the limits for creation of charge, Special
mortgage, hypothecation on or otherwise encumbering the
movable and immovable properties of the Company.
9. To consider the increase in Authorised Share Capital of the Ordinary
Company and consequent alteration to the Capital Clause of
the Memorandum of Association.
10. To consider and approve the raising of capital by way of Special
Further Public Issue, Debt Issue, Rights Issue, Preferential
Allotment, Private Placement, Qualified Institutions
Placement (QIP) or Any Other Permissible Method/Mode.
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On invitation, the members who registered themselves as speakers, addressed the meeting through VC/OAVM and sought information on the Company’s future operations and business prospects. The members who could not register themselves as speaker shareholder were provided a communication box facility on the platform provided by MUFG Intime India Private Limited, for raising their queries. 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

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

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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 consolidated results of the e-voting at AGM 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 MUFG 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 12:37 P.M. (IST) with the Chairman of the meeting presenting vote of thanks to everyone present at the meeting.

The e-voting concluded at 12:52 P.M. (IST).

For Sandhar Technologies Limited

Digitally signed by Yashpal Jain Date: 2025.09.19 18:06:35 Yashpal Jain +05'30'

Yashpal Jain Chief Financial Officer and 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