Key Business Transactions

1. Financial Results Approval

The Board approved the Standalone and Consolidated Unaudited Financial Results for the quarter ended June 30, 2026, as reviewed and recommended by the Audit Committee. The results were subject to Limited Review by the statutory auditors, Manubhai & Shah LLP, who issued unqualified reports.

Standalone Financial Highlights (Rs. in lakhs):

  • Revenue from operations: ₹4,577.84 lakhs (compared to ₹728.99 lakhs in Q1 June 2025)
  • Total Income: ₹5,499.05 lakhs (compared to ₹1,275.12 lakhs in Q1 June 2025)
  • Profit before tax: ₹1,103.79 lakhs (compared to ₹717.47 lakhs in Q1 June 2025)
  • Profit after tax: ₹998.29 lakhs (compared to ₹583.39 lakhs in Q1 June 2025)
  • Earnings per share (Basic and Diluted): ₹131.88 (not annualized)
  • Paid-up equity share capital: ₹756.94 lakhs (75,69,421 equity shares of ₹10 each)

Consolidated Financial Highlights (Rs. in lakhs):

  • Profit after tax: ₹994.86 lakhs (compared to ₹580.39 lakhs in Q1 June 2025)
  • Earnings per share (Basic and Diluted): ₹131.43 (not annualized)
  • Net profit attributable to owners: ₹994.86 lakhs

Segment-wise Performance (Consolidated, Rs. in lakhs):

  • Media segment revenue: ₹655.47 lakhs
  • Trading in Commodities revenue: ₹3,941.45 lakhs
  • Unallocated revenue: ₹906.37 lakhs
  • Total revenue: ₹5,503.28 lakhs

2. Final Dividend Record Date

The Board fixed Friday, August 14, 2026 as the Record Date to determine eligibility of shareholders for the Final Dividend of ₹5.00 per equity share (face value ₹10 each) for FY 2025-26, which was recommended by the Board in its meeting held on May 29, 2026. The dividend payment is subject to shareholder approval at the ensuing Annual General Meeting and will be paid within 30 days from such approval.

3. Director Continuation Approval

The Board approved the continuation of Smt. Pannaben F. Patel (DIN: 00050222) as Non-Executive Director after she attains the age of 75 years on October 17, 2027, subject to shareholder approval by Special Resolution. She was originally appointed on October 29, 2010. The company affirmed she is not debarred from accessing capital markets or holding director positions.

Director Profile:

  • Holds Bachelor of Arts degree with Economics
  • Extensive experience in human resource management
  • Active role in organizational and people management
  • Contributions to social and charitable initiatives
  • Related to Shri Falgunbhai C. Patel (husband) and Shri Parthiv F. Patel (son)

4. Scheme of Amalgamation Approval

The Board approved the Scheme of Amalgamation of Sandesh Digital Private Limited (Transferor Company) with and into The Sandesh Limited (Transferee Company) under Sections 230-232 of the Companies Act, 2013.

Key Terms of Amalgamation:

  • Appointed Date: April 01, 2026
  • Transferor Company: Sandesh Digital Private Limited (wholly-owned subsidiary)
  • No shares will be issued or allotted as consideration
  • No share exchange ratio applicable
  • No change in shareholding pattern of Transferee Company
  • Not required to obtain 'No Objection Letter' from stock exchanges under Regulation 37(6)

Company Details:

| Particulars | The Sandesh Limited | Sandesh Digital Private Limited |

| Authorized Share Capital | ₹15,00,00,000 (1.5Cr shares of ₹10) | ₹1,00,00,000 (10L shares of ₹10) |

| Paid-up Share Capital | ₹7,56,94,210 | ₹1,00,000 |

| Net Worth (Mar 31, 2026) | ₹14,25,56,60,987 | ₹1,89,39,085 |

| Turnover (Mar 31, 2026) | ₹4,37,82,04,958 | ₹2,09,47,355 |

Business Profiles:

  • Sandesh Digital: Digital media business, online news content through mobile app and website, advertising revenue
  • The Sandesh Limited: Regional print media, publisher of "SANDESH" Gujarati daily, Gujarati news channel "Sandesh News", out-of-home advertising business "OOH"

Rationale for Amalgamation:

  • Optimization of resources between wholly-owned subsidiary and parent
  • Operational synergies and economies of scale
  • Better control and coordination
  • Reduction of overheads and administrative expenses
  • Pooling of financial resources and cash flows
  • Enhanced competitive capability
  • Cost savings through elimination of duplication

Accounting Treatment:

  • Pooling of Interest Method in accordance with Ind AS 103
  • Assets and liabilities recorded at carrying amounts
  • Reserves identity preserved
  • Inter-company balances to be cancelled
  • Investment in Transferor Company to be cancelled

Approvals Required:

  • Shareholder approval
  • Creditor approval (to the extent required)
  • National Company Law Tribunal sanction
  • Other regulatory and governmental approvals

Meeting Details

Board Meeting commenced at 05:30 PM and concluded at 06:12 PM on August 05, 2026.

Additional Information

The financial results and Scheme documents are available on the company's website at www.sandesh.com. The Scheme is conditional upon receipt of all requisite approvals and must be implemented by March 31, 2028, unless extended.