Shareholders meeting

August 24, 2026 To, To, BSE Limited National Stock Exchange of India Limited, Phiroze Jeejeebhoy Towers, Exchange Plaza, Plot No. C/1, G Block, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai 400 001 Mumbai 400 051 Scrip Code: 526725 Symbol: SANDESH Re.: Annual Report for Financial Year 2025-26, including the Notice of Annual General Meeting & disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, The Annual Report of the Company for the Financial Year 2025-26, including the Notice convening the Annual General Meeting (“Notice”), being sent through electronic mode to all the members whose email addresses are registered with the Company or Registrar & Share Transfer Agent or Depository Participant(s), or Depositories, and is annexed herewith. The Annual Report, including the Notice, is also uploaded on the Company’s website at: https://epapercdn.sandesh.com/investors/Sandesh_AR_25-26.pdf Further, pursuant to Regulation 36(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a letter providing the web-link of the Annual Report, being sent to those members who have not registered their e-mail addresses, is also attached and available on the website of the Company at: https://epapercdn.sandesh.com/investors/Letter_to_Shareholders_2025-26.pdf. The letter is also enclosed herewith. This is for your information and records. Thanking you, Yours faithfully, For, The Sandesh Limited Hardik Joshi Company Secretary & Compliance Officer Encl.: 1. Annual Report; 2. Letter to shareholders Copy to: 1. National Securities Depository Limited 2. Central Depository Services (India) Limited, 3rd Floor, Naman Chamber, Plot C-32, G-Block, Marathon Futurex, A- Wing, 25th Floor, Bandra Kurla Complex, Bandra East, N.M. Joshi Marg, Lower Parel, Mumbai – 400051 Mumbai - 400 013 3. MCS Share Transfer Agent Limited Regional office: 201, Shatdal Complex, 2nd Floor, Ashram Road, Ahmedabad – 380009 (Gujarat). The Sandesh Limited (CIN–L22121GJ1943PLC000183) Regd. Office : “Sandesh Bhavan”, Lad Society Road, B/h, Vastrapur Gam, P.O. Bodakdev, Ahmedabad 380054 (Guj.), India Email: cs@sandesh.com Contact No. : (079) 40004000, 40004175 & 40004319 Website: www.sandesh.com Annual Report 2025-26 Statutory Financial Reports Statements 004 005 Statutory Financial Reports Statements 83RD ANNUAL REPORT (FINANCIAL YEAR 2025-26) Board of Directors: Registrar & Transfer Agent: Shri Falgunbhai C. Patel MCS Share Transfer Agent Limited (Chairman & Managing Director) having its regional office at 201, Shatdal Complex, 2nd Floor, Shri Parthiv F. Patel Ashram Road, (Managing Director) Ahmedabad – 380009 Shri Rahoul R. Shah (Gujarat – India) (Whole-time Director) Tel. No. (079) 26580461/62/63 Email ID: mcsstaahmd@gmail.com Shri Bijalbhai Chhatrapati (Independent Director) Bankers: Dr. Gauri Trivedi HDFC Bank Limited (Independent Director) Yes Bank Limited Shri Keyurbhai Gandhi Axis Bank Limited (Independent Director) 83rd Annual General Meeting Shri Sudhinbhai Choksey (Independent Director) Date: Tuesday, September 15, 2026 Smt. Pannaben F. Patel (Non-executive Director) Venue: Through Video Conferencing (“VC”)/ Chief Financial Officer: Other Audio Visual Means (“OAVM”) Shri Sanjay Kumar Tandon Time: 02:00 P.M. Company Secretary: Shri Hardik Patel [Ceased w.e.f. May 21, 2025] TABLE OF CONTENTS Shri Hardik Joshi Particulars Page No. [Appointed w.e.f. August 05, 2025]  Notice of Annual General Meeting 02 Corporate Identification Number:  Board’s Report 24 L22121GJ1943PLC000183  Corporate Governance Report 49 Website of the Company:  Management Discussion And Analysis 79 www.sandesh.com  Independent Auditor’s Report 93 Statutory Auditors:  Balance Sheet 102 Manubhai & Shah LLP  Statement of Profit And Loss 103 Chartered Accountants  Cash Flow Statement 104 Secretarial Auditors:  Statement of Changes In Equity 106 M. C. Gupta & Co.,  Notes to Financial Statements 107 Practicing Company Secretaries  Consolidated Independent Auditor’s Report 149 Registered Office of the Company:  Consolidated Balance Sheet 156 The Sandesh Limited  Consolidated Statement of Profit and Loss 157 Sandesh Bhavan, Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev,  Consolidated Cash Flow Statement 158 Ahmedabad – 380054  Consolidated Statement of Changes In Equity 160 (Gujarat – India) Tel. No. (079) 4000 4000  Consolidated Notes to Financial Statements 161 Email ID: cs@sandesh.com Annual Report 2025-26 NOTICE NOTICE is hereby given that the 83rd ANNUAL GENERAL MEETING of the Members of THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) (“the Company”) will be held on Tuesday, September 15, 2026 at 02:00 P.M. (IST), through Video Conferencing (“VC”)/Other Audio-Visual Means (“OAVM”) to transact the following businesses: ORDINARY BUSINESS: 1. To receive, consider, and adopt: a) the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and Statutory Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of Statutory Auditors thereon, To consider and, if thought fit, to pass the following resolutions as Ordinary Resolutions: (a) “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Reports of the Board of Directors and the Statutory Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.” (b) “RESOLVED THAT the Audited Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2026, together with the Report of Statutory Auditors thereon, as circulated to the Members and laid before this Meeting, be and are hereby considered and adopted.” 2. To declare a Dividend of ` 5.00 per Equity Share of ` 10 each for the Financial Year ended March 31, 2026. 3. To appoint a Director in place of Shri Rahoul Rajivkumar Shah (DIN: 00054684), who retires by rotation and being eligible, offers himself for re-appointment: To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Shri Rahoul Rajivkumar Shah (DIN: 00054684), who retires by rotation at this 83rd Annual General Meeting and being eligible offers himself for re-appointment, be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS: 4. To re-appoint Shri Falgunbhai C. Patel (DIN: 00050174) as the Chairman and Managing Director of the Company and to approve remuneration thereof: To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203, and all other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the ‘Act’) read with Schedule V to the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, including any statutory modification(s) or re-enactment(s) thereof for the time being in force (hereinafter referred to as the ‘Rules’), Regulation 17(6)(e) and other applicable provisions, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘Listing Regulations’), as amended, the Articles of Association of the Company, the recommendation of the Nomination and Remuneration Committee of the Board of Directors of the Company (hereinafter r [Showing first 8,000 characters — download PDF for full document]