Sandesh Ltd

Sandesh Limited — Trading window closes Oct 01, 2026 till the expiry of 48 hours after the financial results of the quarter ended September 30, 2026 become generally available

Cessation of CS & CO

• Name and designation: Mr. Hardik Joshi, Company Secretary and Compliance Officer.
• Reason for change: Resignation.
• Resignation tendered on 16 September 2026.
• Last working day: 15 November 2026.
• Designation status: Senior Management Personnel until exit.
• Brief profile: N.A.
• Relationships with directors/promoters: N.A.
• Appointment of successor: Not disclosed yet.

AGM details

• AGM held on Sept 15, 2026 at 2:00 PM via VC/OAVM.
• Record/e-voting cut-off: Sept 9, 2026; total on record: 7,112.
• Attendance via VC: promoters 8, public 33.

Resolutions proposed

• Resolution 1 (Ordinary): Adoption of standalone and consolidated financial statements for the year ended 31 March 2026.
• Resolution 2 (Ordinary): Dividend of Rs 5 per equity share.
• Resolution 3 (Ordinary): Re-appointment of director on rotation.
• Resolution 4 (Special): Re-appoint Falgunbhai C. Patel as Chairman and MD; remuneration approved.
• Resolution 5 (Special): Continue Pannaben F. Patel as Non-Executive Director.
• Resolution 6 (Special): Approve mortgage/charge on company properties.
• Resolution 7 (Special): Increase limits under Section 186 of the Companies Act 2013.

Voting results

• Resolution 1: Passed; all in favour.
• Resolution 2: Passed; all in favour.
• Resolution 3: Passed; small number against.
• Resolution 4: Passed; majority in favour.
• Resolution 5: Passed; small number against.
• Resolution 6: Passed; small number against.
• Resolution 7: Passed; small number against.

Dividend

• Dividend of Rs 5 per equity share approved.

Director changes

• Re-appointment by rotation: director retires by rotation.
• Falgunbhai C. Patel appointed as Chairman and Managing Director; remuneration approved.
• Pannaben F. Patel continues as Non-Executive Director.

Auditors

• No auditor appointment changes disclosed.

Rahoul Shah – Re-appointment as Director

• Re-appointment as Director; liable to retire by rotation; appointed September 15, 2026; not related to other directors.

Rahoul Shah – Profile

• Extensive advertising, sales, and marketing experience; associated with the company for 25+ years.

Falgunbhai Patel – Re-appointment as Chairman & MD

• Re-appointed as Chairman & MD for five years from April 1, 2027.

Falgunbhai Patel – Related parties

• Related to Smt. Pannaben F. Patel (wife) and Parthiv F. Patel (son).

Pannaben Patel – Continuation as Non-executive Director

• Continuation as Non-exec Director; liable to retire by rotation; re-appointed 15 September 2026.

Pannaben Patel – Profile

• Bachelor of Arts in Economics; HR management; on board since 2010; governance-focused.

Pannaben Patel – Relationships

• Related to Falgunbhai Patel (husband) and Parthiv F. Patel (son).

Financial snapshot

• Standalone revenue from operations ₹43,782.03 Lakhs, up 49.8% YoY.
• Standalone total revenue ₹45,605.81 Lakhs, up 38.5% YoY.
• EBITDA ₹10,630.82 Lakhs; EBITDA margin 23.31%.
• PAT ₹6,740.29 Lakhs; PAT margin 15.40%.
• EPS (Standalone) ₹89.05 per share.
• Consolidated revenue from operations ₹43,970.39 Lakhs; total ₹45,806.96 Lakhs.
• Consolidated PAT ₹6,584.33 Lakhs; PAT margin 14.97%.
• EPS (Consolidated) ₹86.99 per share.
• Net cash from operating activities (Standalone) negative ₹14,385.60 Lakhs; (Consolidated) ₹-14,537.43 Lakhs.
• Employees on payroll: 434.
• Subsidiary SDPL revenue ₹209.47 Lakhs; loss after tax ₹155.96 Lakhs.

Dividend and capital allocation

• Final dividend recommended ₹5.00 per equity share for FY2025-26; record date 14 Aug 2026; payout on or before 12 Oct 2026, subject to AGM.
• Dividend Distribution Policy available on the company website.

Subsidiaries and group structure

• Sandesh Digital Private Limited is a wholly-owned subsidiary (100% stake).
• SDPL FY2025-26 revenue ₹209.47 Lakhs; PAT ₹(155.96) Lakhs; net loss.
• Scheme of amalgamation: SDPL to be merged into The Sandesh Limited; approvals required.

Governance and board changes

• Board comprises eight directors, including four Independent Directors.
• Shri Hardik Joshi appointed Company Secretary & Compliance Officer w.e.f. 5 Aug 2025; Shri Hardik Patel ceased 21 May 2025.
• Shri Falgunbhai C. Patel re-appointed as CMD for five years from 1 Apr 2027 to 31 Mar 2032; remuneration up to ₹7 Crore p.a., with board discretion within statutory limits.
• Smt. Pannaben F. Patel to continue as Non-Executive Director beyond age 75, subject to Special Resolution.
• Board authorized to mortgage/charge assets up to ₹1,500 Crores for borrowings; aggregate Section 186 limit proposed to ₹2,000 Crores.
• 83rd AGM scheduled for 15 Sep 2026; conducted via VC/OAVM; detailed director/performance disclosures in Notice.

Audit, controls and risk

• Statutory Auditors: M/s Manubhai & Shah LLP; Secretarial Auditor: M/s M. C. Gupta & Co.; no material qualifications.
• Internal financial controls considered adequate; no material weaknesses observed.
• Board and Audit Committee held four meetings in FY2025-26; Independent Directors met separately; NCC compliance confirmed.

CSR and sustainability

• CSR expenditure ₹191.58 Lakhs; average net profit ₹8,796.88 Lakhs; 2% requirement.
• CSR activities include Old Age Home maintenance, medical equipment purchases, and women/child development.
• Closing CSR balance ₹(230.40) Lakhs; excess spend adjustments and set-off options discussed.

Outlook and risks

• Management discusses growth across print, digital, and Out-of-Home, with a positive sector outlook.
• Key risks include competition from national players, editorials independence, regulatory changes, and commodity price risk.

Litigation, compliance and disclosures

• The company reports no material litigation; unclaimed dividends transferred to IEPF where applicable.
• CSR disclosures, related party transactions, and risk management policies publicly available on the company website.

Financial snapshot

• Standalone revenue from operations 43,782.03 lakh, up 49.8% YoY.
• Consolidated revenue from operations 43,970.39 lakh, up 49.46% YoY.
• Standalone EBITDA 10,630.82 lakh; margin 23.31%.
• Consolidated EBITDA 10,474.08 lakh; margin 22.87%.
• PAT Standalone 6,740.29 lakh; margin 15.40%.
• EPS Standalone 89.05; EPS Consolidated 86.99.

Dividend & AGM

• Final dividend of 5.00 per equity share proposed; record date 14 Aug 2026.
• Dividend to be paid by 12 Oct 2026 upon shareholder approval.
• Dividends processed electronically from 19 Nov 2025.

Governance & leadership

• Falgunbhai C. Patel re-appointed as Chairman & MD for 2027-2032; remuneration up to 7 crore.
• Smt. Pannaben F. Patel continuation as Non-Executive Director beyond 75 via Special Resolution.
• Rahoul R. Shah appointed Whole-time Director from 13 Feb 2025; KMP transition noted.
• Shri Hardik Joshi appointed Company Secretary from 5 Aug 2025; Hardik Patel ceased 21 May 2025.

Subsidiaries & consolidation

• Sandesh Digital Private Limited (SDPL) is a wholly owned subsidiary.
• SDPL FY2025-26: revenue 209.47 lakh; loss after tax 155.96 lakh.
• Board approved scheme to amalgamate SDPL into The Sandesh Limited; subject to approvals.

CSR & ESG highlights

• CSR expenditure 191.58 lakh; average net profit 8796.88 lakh; estimated 2% obligation 175.94.
• Old Age Home operations 25.00; other CSR activities 166.58.
• Excess/carry-forward adjustments noted; no shortfall flagged for 2025-26.

Audits & internal controls

• Statutory Auditor: M/s Manubhai & Shah LLP; five-year term to 85th AGM; no qualifications.
• Secretarial Auditor: M/s M. C. Gupta & Co.; MR-3; no qualifications.
• Internal controls assessed; no material weakness reported; ongoing governance processes in place.

Outlook & risks

• MD&A emphasizes growth via multi-vertical model: print, TV, digital, and OOH.
• Risks highlighted: competition, regulatory, cyber, and macro factors; robust risk management framework in place.

Capital structure & execution notes

• Debt-free posture; no external borrowings; favorable liquidity position.
• AMSL: Scheme of amalgamation and subsidiary policy statements disclosed; material subsidiary policy published.

Financial results

• Board approved standalone and consolidated unaudited results for quarter ended 30 Jun 2026.
• Results reviewed by Audit Committee; Limited Review Reports by statutory auditors; annexed.
• Results to be available on the company website.

Dividend & record date

• Final dividend of Rs 5.00 per equity share for FY2025-26; subject to AGM.
• Record date fixed 14 Aug 2026 to determine eligibility.
• Dividend payable within 30 days from shareholder approval.

Director continuation

• Continuation of Smt. Pannaben F. Patel as Non-Executive Director beyond age 75; subject to special resolution.
• Age will be 75 on 17 Oct 2027; not debarred from markets.

Scheme of amalgamation

• Board approved amalgamation of Sandesh Digital Private Limited into The Sandesh Limited; under Sections 230-232.
• Transferor is wholly-owned; no share exchange; no NOC letter required.
• Subject to approvals from shareholders, creditors, NCLT; Annexures C and D provided.
• Appointed Date 01 Apr 2026; Effective Date per Tribunal; assets and liabilities vest in Transferee.
• Shareholding unchanged; pre- and post-scheme identical.