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Sandesh Ltd. Board/Management Information 2025

Sep 25, 2025

61738_rns_2025-09-25_5779e921-fbf8-4950-9ca0-928abe73bf24.pdf

Board/Management Information

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September 25, 2025

E-FILING

To,

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.: Intimation of change in Directors under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

This is in furtherance to our earlier intimations dated May 29, 2025 informing about the outcome of the Board Meeting dated May 29, 2025, August 05, 2025 informing about the outcome of the Board Meeting dated August 05, 2025, and the change in the Directors of the Company, and pursuant to Regulation 30 and other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ Listing Regulations ”), we hereby inform and submit that, the Members of the Company have duly passed the following Resolutions in the 82[nd] Annual General Meeting (“ AGM ”) of the Company held on September 25, 2025 through remote e-voting and e-voting during the AGM:

1. To receive, consider, and adopt the Audited Standalone and Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2025, together with the Reports of the Board of Directors and Statutory Auditors thereon:

2. To confirm the Interim Dividend of Rs. 2.50 per Equity Share of Rs. 10 each paid during the financial year and to declare a Final Dividend of Rs. 2.50 per Equity Share of Rs. 10 each for the Financial Year ended March 31, 2025:

The Members of the Company, at their 82[nd] Annual General Meeting held on September 25, 2025, confirmed the interim dividend of Rs. 2.50 per Equity Share of Rs. 10 each paid during the financial year and approved declaration of final dividend @ 25% Rs. 2.50 (Two Rupees and Fifty Paisa only) per Equity Share of Face Value of Rs. 10 each of the Company for the Financial Year 2024-25. The Final dividend will be paid on Friday, October 10, 2025, to those equity shareholders of the Company who are shareholders as on the Record Date, i.e. August 22, 2025.

3. Re-appointment of Smt. Pannaben Falgunbhai Patel (DIN: 00050222), who was retiring - by rotation and being eligible, offered herself for re appointment, as Director of the Company:

The Members of the Company, at their 82[nd] Annual General Meeting held on September 25, 2025, approved the re-appointment of Smt. Pannaben Falgunbhai Patel (DIN: 00050222), who was retiring by rotation and being eligible, offered herself for re-appointment, as Director of the Company. The details thereof as required under Regulation 30 of the Listing

Regulations, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are mentioned hereinbelow:

Sr.
No.
Particulars Smt. Pannaben F. Patel
(DIN: 00050222)
1. Reason for change viz.
~~Appointment,~~
re-
appointment,
~~resignation, removal,~~
~~death or otherwise~~
The Members of the Company, at their 82ndAnnual General
Meeting held on September 25, 2025, approved the
appointment of Smt. Pannaben F. Patel, Director of the
Company, who was liable to retire by rotation and being
eligible, offered herself for re-appointment as a Director of the
Company.
2. Date of~~appointment~~/
re-appointment~~/~~
~~cessation~~
~~(as~~
~~applicable)~~& term of
~~appointment~~
~~/~~
re-
appointment
Date of re-appointment:
September 25, 2025
Term of re-appointment:
She is liable to retire byrotation.
3. Brief profile (in case
of appointment)
Smt. Pannaben Falgunbhai Patel is a Non-Executive Director.
She holds a Bachelor of Arts degree with a specialization in
Economics and brings with her a strong commitment to social
responsibility and community welfare. A dedicated social
worker, she has been actively associated with several
prominent social groups and charitable organizations, where
she has championed causes relating to education, healthcare,
women's empowerment, and holistic community development.
Through
her
consistent
engagement
in
philanthropic
initiatives, she has made a positive and lasting impact on the
lives of many, while reinforcing the values of compassion and
inclusivity. Since her appointment as a Non-Executive Director
in 2010, she has contributed significantly to the growth of the
Companyand the effectiveness of its Board.
4. Disclosure
of
relationships
between
directors (in case of
appointment of a
director)
Except, Shri Falgunbhai C. Patel, Husband, and Shri Parthiv F.
Patel, Son, she is not related to any of the Directors of the
Company.

4. Appointment of M.C. Gupta & Co., Practicing Company Secretary, as the Secretarial Auditor of the Company for the first term of five consecutive year:

The Members of the Company, at their 82[nd] Annual General Meeting held on September 25, 2025, approved the appointment of M.C. Gupta & Co., Practicing Company Secretary, as the Secretarial Auditor of the Company for the first term of five consecutive years. The details thereof as required under Regulation 30 of the Listing Regulations, read with SEBI Master

Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are mentioned hereinbelow:

Sr.
No.
Particulars M. C. Gupta & Co.
(Practicing Company Secretary)
1. Reason for change viz.
~~Appointment,~~
re-
appointment,
~~resignation, removal,~~
~~death or otherwise~~
The Members of the Company, at their 82ndAnnual General
Meeting held on September 25, 2025, approved the
appointment of M/s. M. C. Gupta & Co. as Secretarial Auditor of
the Company for the first term of five consecutive years from
the conclusion of the 82ndAGM till the conclusion of the 87th
AGM.
2. Date of~~appointment~~/
re-appointment~~/~~
~~cessation~~
~~(as~~
~~applicable)~~& term of
~~appointment~~
~~/~~
re-
appointment
Date of re-appointment:
September 25, 2025
Term of re-appointment:
First term of five consecutive years commencing from Financial
Year 2025-26 till the Financial Year 2029-30.
3. Brief profile (in case
of appointment)
M/s. M C Gupta & Co, a Proprietorship firm of Company
Secretaries was established in November, 1986 and is Peer
reviewed and also quality reviewed by the Quality Board
Review of ICSI. The firm has been ranked first continuously for
the third year, in an All- India Survey conducted by Cimplyfive,
Bangaluru, for conducting highest number of Secretarial Audits
from Gujarat based companies amongst Top 500 Companies of
India. The firm is having a well-furnished spacious office
premises in the premium location of Ahmedabad city. The firm
is supported by competent professionals and assistants. Mr.
Gupta is having a brilliant academic record to his credit. He was
one of the toppers (amongst Top l0) of the Rajasthan Higher
Secondary Education Board and also of Rajasthan University.
He is MBA (Finance) - 1981, an Associate Member of Institute
of Cost Accountants of India and fellow member of ICSI. He is
having LL.M. in commercial Laws. He is a visiting faculty for
approx. four decades and coached in three professional
Institutes ICAI, ICMAI and ICSI and many MBA Institutes,
addressing many seminars, webinars on varied subjects all
over India. He is also a certified CSR Professional from ICSI.
4. Disclosure
of
relationships
between
directors (in case of
appointment of a
director)
Not Applicable

5. Continuation of appointment of Shri Falgunbhai C. Patel (DIN: 00050174) as the Chairman & Managing Director of the Company after attaining the age of Seventy (70) years:

The Members of the Company, at their 82[nd] Annual General Meeting held on September 25, 2025, approved to continue the appointment of Shri Falgunbhai C. Patel (DIN: 00050174) as the Chairman & Managing Director of the Company after attaining the age of Seventy (70) years. The details thereof as required under Regulation 30 of the Listing Regulations, read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are mentioned hereinbelow:

Sr.
No.
Particulars Shri Falgunbhai C. Patel
(DIN: 00050174)
1. Reason for change viz.
~~Appointment,~~
re-
appointment,
~~resignation, removal,~~
~~death or otherwise~~
The Members of the Company, at their 82ndAnnual General
Meeting held on September 25, 2025, approved the
continuation of Shri Falgunbhai C. Patel (DIN: 00050174), as
Chairman and Managing Director of the Company for the
remainder of his term after attaining the age of seventy (70)
years, and appointed at the 78thAGM held on 29thSeptember,
2021 for a period of five (05) years with effect from April 01,
2022, and who attains the age of seventy (70) years on January
11, 2026.
2. Date of~~appointment~~/
re-appointment~~/~~
~~cessation~~
~~(as~~
~~applicable)~~& term of
~~appointment~~
~~/~~
re-
appointment
Date of re-appointment:
September 25, 2025
Term of re-appointment:
From 01st April, 2022, to 31st March, 2027 as Chairman &
ManagingDirector of the Company.
3. Brief profile (in case
of appointment)
Shri Falgunbhai C. Patel, Promoter, Chairman & Managing
Director of the Company, has been associated with the Board
since November 27, 1974. An accomplished entrepreneur and
philanthropist, he has been instrumental in transforming the
Company over the past five (5) decades from a traditional
media business into a leading and dynamic regional media
organization. His visionary leadership, with a strong emphasis
on innovation, growth, and governance, has enabled the
Company to stay ahead of industry trends and build enduring
brand equity. Under his guidance, the Company has emerged as
a trusted household name, making a meaningful impact on
countless lives. He continues to play a pivotal role in shaping
the Company’s long-term strategy, ensuring sustainable
growth, and enhancing the effectiveness of the Board. He also
provides active direction on the Company’s corporate social
Sr.
No.
Particulars Shri Falgunbhai C. Patel
(DIN: 00050174)
responsibility initiatives, reflecting his deep commitment to
communitywelfare.
4. Disclosure
of
relationships
between
directors (in case of
appointment of a
director)
Except, Smt. Pannaben F. Patel, Wife, and Shri Parthiv F. Patel,
Son, he is not related to any of the Directors of the Company.

The above information will also be made available on the website of the Company, i.e. www.sandesh.com.

Kindly take the same on your records.

Yours sincerely,

FOR, THE SANDESH LIMITED

HARDIK Digitally signed by HARDIK ARUNKUMAR ARUNKUMAR JOSHI Date: 2025.09.25 17:05:31 JOSHI +05'30' HARDIK JOSHI COMPANY SECRETARY ICSI MEMBERSHIP NO.: A58557

Encl.: As Above