Sandhar Technologies : Extra Ordinary Meeting

SANDHAR

Groh. Motivation. Better Life

Ref S/S022-23G03
Dated: 4th April, 2022
To,	To,
Deparent of Corporate Services,	Lisng Deparent,
BSELimited	Naonal Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers, Dalal Seet,	C-1, G-Block, Bandra-Kurla Complex
Mumbai - 400 001	Bandra, (E), Mumbai - 400 051

BSE Code: 541163; NSE: SANDBAR

Sub: Notice of the 17th Extra-Ordina General Meeting

Dear Sir/ Madam,

Wi reference to the caponed subject, we are submitng herewi the Noce of Extra-Ordinary General Meeng ("EGM") which is sent today to the shareholders by Eleconic Mode.

The Exa-Ordinary General Meeng of the Company will be held on Thursday, the 28th April, 2022 at 11:30 A.M (1ST) through Video Coerencing (VC)/ Other Audio Visual means (OAVM).

Schedule of events relating to the EGM is set out below:

Event	Day and Date	Time (1ST)
Relevant Date/Cut-off date to vote on EGM Resoluon	Thursday, 21stApril, 2022	NA
Book Closure Date for EGM	Friday, 22nd April, 2022 to Thursday, 28thApril, 2022 (bo days inclusive)	NA
Commencing of remote e-vong	Monday, 25thApril, 2022	09:00A.M.
End of remote e-vong	Wednesday, 27thApril, 2022	05:00P.M.
EGM	Thursday, 28thApril, 2022	11:30A.M.

The EGM Noce is also uploaded on the Company's website www.sandhargroup.com

Kindly take the same on record.

Thanking you,

Yours faifully,

ECHNOLOGIES LIMITED

Ko

Compy Secretary & Compliance Officer

Encl.: As above

Sandhar Technalogies Limited

Corporate Office: 13, Sedor-44, Gurugram-122002, Haana, lndici. Ph:[phone]

Registered Office : 8-6/20, Local Shopping Comple, Safdorjung Enclave, New Delhi- 110029, India, Ph: [phone]

Email [e-mail]; website - .sondhorgroup.com; CIN - L74999DL 1987PLC029553

Notice

Notice is hereby given that the 17th Extra-Ordinary General Meeting ("EGM") of the Members of Sandhar Technologies Limited to be held on Thursday, the 28th April, 2022 at 11:30 A.M. (IST) through Video Conferencing ('VC') / Other Audio Visual Means

('OAVM') to transact the following business:

SPECIAL BUSINESS:

1)Appointment of Shri Sandeep Dinodia (DIN: 00005395) as Non Executive and Non Independent Director of the Company

To consider and, if thought fit, to pass with or without modification(s), the following Resolution as Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 152, 160, 161 and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), and other applicable regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and based on the recommendations of Nomination and Remuneration Committee, Shri Sandeep Dinodia (DIN: 00005395), who was appointed as Additional Director in the Category of Non Executive and Non Independent Director of the Company with effect from 02nd February, 2022 and holds office upto the date of this Extra-Ordinary General Meeting, be and is hereby appointed as Director of the Company, and whose period of office shall be liable to retire by rotation.

By Order of the Board

For Sandhar Technologies Limited

Sd/

KOMAL MALIK

Company Secretary &Place: Gurugram

Dated: 02nd February, 2022

Compliance Officer Membership Number: 6430

Registered Office:

B-6/20 L.S.C. Safdarjung Enclave, New Delhi-110029

CIN: L74999DL1987PLC029553 Phone: [phone]

Fax: [phone]

Email:[e-mail]:www.sandhargroup.com

1

NOTES:

• 1) In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs ("MCA") vide its circular dated May 05, 2020 read with circulars dated April 08, 2020, April 13, 2020, June 15, 2020, June 23, 2021 September 28, 2020, December 31, 2020, January 13, 2021 and December 08, 2021 (collectively referred to as "MCA Circulars") permitted the holding of the Extra-Ordinary General Meeting ("the Meeting") through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013, Secretarial Standard-2 on General Meetings, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, MCA Circulars and SEBI Circulars, the Meeting of the Company is being held through VC / OAVM.

• 2) An Explanatory Statement setting out the material facts, pursuant to Section 102 of the Companies Act, 2013 ("Act") and applicable Secretarial Standard, relating to Special Business to be transacted at the EGM, is annexed to the Notice.

• 3) Pursuant to the provisions of the Act, a Member entitled to attend and vote at the EGM 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. Since, this EGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of the Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the EGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice.

• 4) Institutional / Corporate Members are required to send a scanned copy (PDF/JPG format) of its Board or governing body resolution /Authorization letter etc. authorizing its representative to attend the EGM through VC / OAVM on its behalf and to vote through remote e-voting at least 48 hours before the EGM. The said resolution / authorization shall be sent through e-mail [e-mail]

• 5) Pursuant to Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014 read with Regulation 42 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Register of Members and Share Transfer Books of the Company will remain closed from Friday, April 22, 2022 to Thursday, April 28 , 2022 (both days inclusive).

• 6) Details as required in Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ('Listing Regulations') in respect of the Directors seeking appointment at the EGM is attached as Annexure-1 forming part of this Notice.

• 7) In compliance with the MCA Circulars and SEBI Circular dated 5th May, 2020, the notice of EGM are being sent in electronic mode to Members whose e-mail address is registered with the depository participant(s). Members who have not registered their e-mail address are requested to register the same with their respective depository participant(s). In case

of any assistance, the members are requested to write an email [e-mail].

• 8) Members may note that the Notice of the EGM will also be available on the Company's websitewww.sandhargroup.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited atwww.bseindia.com andwww.nseindia.com respectively, and on the website of Registrarhttps://instavote.linkintime.co.in .

• 9) Pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended and Regulation 44 of Listing Regulations, the Company is pleased to provide the facility to Members to exercise their right to vote on the resolutions proposed to be passed at EGM by electronic means. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Thursday, the April 21, 2022, i.e., the date prior to the commencement of book closure, being the cut-off date, are entitled to vote on the resolutions set forth in this Notice.

• 10) Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as on the cut-off date, may obtain the login ID and password by sending a request to Registrar. However, if he/she is already registered with Registrar for remote e-voting then he/she can use his/her existing User ID and password for casting the vote.

• 11) 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.

• 12) In case of joint holders, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the EGM.

• 13) The remote e-voting period will commence at 09:00 A.M., on Monday, April 25, 2022 and will end at 05:00 P.M. on Wednesday, April 27, 2022.

• 14) Members attending the EGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

• 15) Members who are present in the meeting through VC/OAVM and have not casted their vote on resolutions through remote e-voting, shall be allowed to vote through e-voting system during the meeting.

• 16) The Members who have casted their vote by remote e-voting prior to the EGM may also attend/participate in the EGM through VC / OAVM but shall not be entitled to cast their vote again.

• 17) The Company has appointed KK Sachdeva & Associates, Company Secretaries, to act as the Scrutinizer, to scrutinize the entire e-voting process in a fair and transparent manner. The Members desiring to vote through remote e-voting are requested to refer to the detailed procedure given hereinafter.

• 18) Since the EGM will be held through VC / OAVM, the Route Map of the venue of the EGM is not annexed in this Notice and the venue of EGM shall be deemed to be the Registered Office of the Company. The recorded transcript of the meeting shall also be made available on the website of the Company.

• 19) The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are interested under Section 189 of the Companies Act, 2013 will be available for inspection in electronic mode. Members can inspect the same by sending an e-mail [e-mail] .

• 20) Shareholders who have not registered their e-mail addresses so far, are requested to register their e-mail address for receiving all communication including Notices, Circulars etc. from the Company electronically.

• 21) Members desirous of making a nomination in respect of their shareholding under Section 72 of the Companies Act, 2013, are requested to send their request [e-mail] in the prescribed form.

• 22) The Scrutinizer shall, immediately after the conclusion of voting at the EGM, first count the votes cast during the EGM, thereafter unblock the votes cast through remote e-voting and make, not later than 48 hours of conclusion of the EGM, a consolidated Scrutinizer's Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

• 23) The results declared along with the scrutinizer's report shall be placed on the website of the Companywww.sandhargroup.com under the head "Investor Relations" immediately after the results are declared by the Chairman or a person authorised by him in writing. The same shall be communicated by the Company to the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited.

• 24) Instructions for e-voting and joining the Extra-Ordinary General Meeting are as follows:

  Instructions for Shareholders/Members to attend the Extra-Ordinary General Meeting InstaMeet (through VC/OAVM):

  Shareholders/ Members will be provided with InstaMeet facility for attending the EGM through VC/OAVM wherein Shareholders/ Members shall register their details and attend the Extra-Ordinary General Meeting as under:

1.

Open the internet browser and launch the URL for InstaMeethttps://instameet.linkintime.co.inand register with your following details:

i.

Demat Account No. or Folio No: Enter your 16 digit Demat Account No. or Folio No

• • Shareholders/ Members holding shares in CDSL demat account shall provide 16 Digit Beneficiary ID

• • Shareholders/ Members holding shares in NSDL demat account shall provide 8 Character DP ID followed by 8 Digit Client ID

• • Shareholders/ Members holding shares in physical form shall provide Folio Number registered with the Company

• ii. PAN: Enter your 10-digit Permanent Account Number (PAN)

• iii. Mobile No.: Enter your mobile number.

• iv. Email ID: Enter your email id, as recorded with your DP/Company.

2.

Click "Go to Meeting"

Note:

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.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email to instameet@ linkintime.co.in or contact on: - Tel: [phone].

Instructions for Shareholders/Members to register themselves as Speakers during Extra-Ordinary General Meeting:

Shareholders/ Members who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request mentioning their name, demat account number/folio number, email id, mobile number at e-mail: investors@ sandhar.in from Monday, April 25, 2022 at 10.00 A.M. to Wednesday, April 27, 2022 at 5.00 P.M.

The Speakers on first come basis will only be allowed to express their views/ask questions during the meeting.

Shareholders/ Members, who would like to ask questions, may send their questions in advance mentioning their name, demat account number/folio number, email id, mobile number at e-mail :[e-mail]. The same will be replied by the Company suitably.

Note:

Those shareholders/members who have registered themselves as a speaker will only be allowed to

express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the Extra-Ordinary General Meeting.

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

Instructions for Shareholders/Members to Vote during the Extra-Ordinary General Meeting through InstaMeet:

Once the electronic voting is activated by the scrutinizer during the meeting, shareholders/ members 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 Demat Account No. / Folio No. and OTP (received on the registered mobile number/ registered email Id) received during registration for InstaMeet and click on 'Submit'.

• c) After successful login, you will see "Resolution Description" and against the same the option "Favour/ Against" for voting.

• d) Cast your vote by selecting appropriate option i.e. "Favour/Against" as desired.

• e) 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.

• g) 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 Extra-Ordinary 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 Extra-Ordinary General Meeting will be eligible to attend/ participate in the Extra-Ordinary General Meeting through InstaMeet. However, they will not be eligible to vote again during the meeting.

In case shareholders/ members have any queries regarding login/ e-voting, they may send an email [e-mail] contact on: - Tel: [phone].

REMOTE E-VOTING

In compliance with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer remote e-voting facility as an alternative mode of voting which will enable the Members to cast their votes electronically in respect of the business to be transacted at the EGM. For this purpose, necessary arrangements have been made by the Company with Link Intime India Private. Limited ("LIIPL"), Registrar and Share Transfer agent of the Company to facilitate remote e-voting.

The remote e-voting period will commence from 09:00 A.M. (IST) on Monday, April 25, 2022 and will end at 05:00 P.M. (IST) on Wednesday, April 27, 2022. During this period, shareholders of the Company, holding shares in dematerialized form as on the Cut-off Date i.e. Thursday, April 21, 2022 may cast their votes electronically. The remote e-voting module shall be disabled by LIIPL for voting after 05:00 P.M. (IST) on the Wednesday, April 27, 2022

The process and instructions for remote e-voting are as under:

Remote e-Voting Instructions for shareholders post change in the Login mechanism for Individual shareholders holding securities in demat mode, pursuant to SEBI circular dated December 9, 2020:

Pursuant to SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode can vote through their demat account maintained with Depositories and Depository Participants only post 9th June, 2021.

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