Amalgamation/Merger

August 05, 2026 E-FILING 1. BSE LIMITED 2. NATIONAL STOCK EXCHANGE OF INDIA LIMITED Phiroze Jeejeebhoy Towers, “Exchange Plaza”, C-1, Block–G, Dalal Street, Bandra-Kurla Complex, Bandra (E), MUMBAI – 400 001 MUMBAI – 400 051 BSE Scrip Code: 526725 NSE Symbol: SANDESH (EQ.) Sub.: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Outcome of the Board Meeting held on August 05, 2026 Dear Sir/Madam, Pursuant to Regulations 30, 33 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we wish to inform that the Board of Directors of the Company at its meeting held today i.e. August 05, 2026, inter alia, has transacted the following businesses: 1. Standalone and Consolidated Unaudited Financial Results for the Quarter ended June 30, 2026: The Board of Directors of the Company has, inter alia, approved the Standalone and Consolidated Unaudited Financial Results for the Quarter ended on June 30, 2026 (“Financial Results”), as reviewed and recommended by the Audit Committee to the Board of Directors of the Company. A copy of the Financial Results along with the Limited Review Reports thereon, issued by Statutory Auditors of the Company, are annexed herewith as Annexure-A. The Financial Results shall also be made available on the Company's website at www.sandesh.com in terms of Regulation 33(3)(a) of the Listing Regulations. 2. Fixation of Record Date for Final Dividend for the Financial Year 2025-26: The Board of Directors of the Company in its meeting held on May 29, 2026, had recommended a Final Dividend of Rs. 5.00/- (Five Rupees Only) Per Equity Share of Face Value of Rs. 10/- each for the Financial Year 2025-26, subject to the approval of the members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 42 of Listing Regulations, it is hereby informed that the Board at its meeting held on August 05, 2026, has fixed Friday, August 14, 2026 as the Record Date to determine eligibility of shareholders to receive the Final Dividend which subject to deduction of tax at source, shall be paid within thirty (30) days from the date of approval by the shareholders at the ensuing Annual General Meeting. 3. Continuation of appointment of Smt. Pannaben F. Patel (DIN: 00050222) as the Non-Executive Director of the Company after attaining the age of seventy-five (75) years: Pursuant to Regulation 30(6) read with Regulation 17(1A) read with Schedule III and other applicable provisions the Listing Regulations and upon recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has at its meeting held today, approved the continuation of Smt. Pannaben F. Patel (DIN: 00050222), who was appointed as Non-Executive Director of the Company on October 29, 2010 and who attains the age of seventy-five (75) years on October 17, 2027, subject to approval of the shareholders by way of a Special Resolution in the ensuing Annual General Meeting. Pursuant to BSE Circular No. LIST/COMP/14/2018- 19 and NSE Circular Ref No: NSE/CML/2018/24, both dated June 20, 2018, it is hereby affirmed that Smt. Pannaben F. Patel (DIN: 00050222) is not debarred from accessing capital markets and/or restrained from holding a position of Director in any listed company. The details as required under Regulation 30 of the Listing Regulations, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 last updated on January 30, 2026 are annexed herewith as Annexure-B. 4. Approving the Scheme of Amalgamation providing for the amalgamation of Sandesh Digital Private Limited ("Transferor Company") with and into The Sandesh Limited ("Company" or "Transferee Company"), subject to receipt of the requisite statutory, regulatory, and other approvals, as may be applicable: In terms of Regulation 30(2) read with clause 1 of Para A of Part A of Schedule III of the Listing Regulations, it is hereby informed that the Board of Directors (“Board”) of The Sandesh Limited at its meeting held today i.e., August 05, 2026, considered and approved the Scheme of Amalgamation between Sandesh Digital Private Limited (“Transferor Company”) and The Sandesh Limited (“Company” or “Transferee Company”) and their respective shareholders (“the Scheme”) under Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 (“Act”), read with the rules made thereunder. The Scheme provides for the amalgamation of the Transferor Company with and into the Transferee Company. As the Transferor Company is a wholly-owned subsidiary of the Transferee Company, no shares of the Transferee Company will be issued or allotted pursuant to the Scheme and no share exchange ratio is applicable. Further, as the Transferor Company is wholly-owned subsidiary of the Transferee Company in terms of Regulation 37(6) of the Listing Regulations , the requirement of obtaining 'No Objection Letter' from the stock exchanges is not applicable to scheme.. Hence, the Company is not required to obtain 'No Objection Letter' on the Scheme from the stock exchanges on which equity shares of the Company are listed. The Scheme is subject to receipt of requisite approvals, permissions, and sanctions from shareholders, creditors (as may be required and/or to the extent not dispensed with by the relevant authorities), the Hon’ble National Company Law Tribunal, and such other regulatory and governmental authorities as may be necessary under the Act and all other applicable laws. In this connection, we are enclosing herewith the information as required under Regulation 30 of the Listing Regulations read with Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 last updated on January 30, 2026 and scheme of amalgamation providing for the amalgamation of Sandesh Digital Private Limited ("Transferor Company") with and into The Sandesh Limited ("Company" or "Transferee Company") as Annexure C and Annexure D, respectively. The above information is being uploaded on the website of the Company, i.e., www.sandesh.com. The Board Meeting commenced at 05:30 P.M. and concluded at 06:12 P.M. Kindly take the same on your records. Thanking you, Yours sincerely, FOR, THE SANDESH LIMITED HARDIK JOSHI Company Secretary ICSI Membership No.: A58557 Encl.: As Above Manubhai & Shah LLP Chartered Accountants INDEPENDENT AUDITOR'S REVIEW REPORT ON QUARTERLY UNAUDITED STANDALONE FINANCIAL RESULTS PURSUANT REGUTATION 33 OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, AS AMENDED The Board of Directors, The Sandesh Limited We have reviewed the accompanying Statement of Unaudited Standalone Financial Results ofThe Sandesh Limited (the "Company") for the quarter ended June 30,2026 (the "Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the "Listing Regulations"). ) This Statement, which is the responsibility of Company's Management and approved by the Board of Directors of the Company has been prepared in accbrdance with the recognition and measurement principles laid down in the lndian Accounting Standard 34, (lnd AS 34) "lnterim Financial Reporting" prescribed under Section 133 of the companies Act,2013 as amended, read with the relevant Rules issued thereunder and other accounting principles generally accepted in lndia. Our responsibility is to express a conclusion on the Statement based on our review. 3 We conducted our review ofthe Statement in accordance with the Standard on Review Engagements (SRE) 2410, "Review of lnterim Finonciol lnformotion Performed by the lndependent Auditor of the Entity" issued by the lnstitute of Chartered Accountants of lndia. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the S [Showing first 8,000 characters — download PDF for full document]