Sandesh Ltd

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.

Dematerialisation processing status

• Dematerialisation requests received during the period were confirmed to depositories.
• Dematerialised securities have been listed on the relevant stock exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; depository’s name updated as registered owner within 15 days.

Sandesh Ltd: Trading Window closed from July 01, 2026 till expiry of 48 hours after the Financial Results of the Company for the Quarter ended June 30, 2026 become generally available.

Financial results

• Approved standalone and consolidated audited results for quarter and year ended March 31, 2026.
• Auditor issued unmodified opinions on both standalone and consolidated audited results.

Dividend

• Recommended final dividend of Rs. 5 per equity share of face value Rs. 10.
• Dividend is subject to shareholder approval at the ensuing AGM.

Appointments and reappointments

• Reappointed M/s. K. C. Mehta & Co. LLP as internal auditor from April 1, 2026 to March 31, 2027.
• Approved reappointment of Shri Falgunbhai C. Patel as Chairman and Managing Director from April 1, 2027 to March 31, 2032.
• Considered reappointment of Mr. Rahoul Rajivkumar Shah as Whole Time Director, liable to retire by rotation, at the ensuing AGM.

Auditor remarks

• Auditors noted quarter figures were balancing figures derived from audited annual results and reviewed nine-month figures.
• Opinion remained unmodified despite this other matter.

Other disclosures

• Consolidated results include wholly owned subsidiary Sandesh Digital Private Limited.
• Board also disclosed exceptional items, including profit on asset sales and labour code impact.