Sandesh Ltd. — Interim / Quarterly Report 2020

Sep 15, 2020

September 15, 2020

To,

Corporate Relationship Dept., BSE LIMITED, Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI- 400 001 Script Code : 526725

E·FILING

1. The Manager, 2. The Manager, Listing Department, NATIONAL STOCK EXCHANGE OF INDIA LTD., "Exchange Plaza", C-1 , Block-"G", Bandra-Kur1a Complex, Sandra (E), MUMBAI- 400 051 NSE Symbol : SANDESH (EQ.}

Re.: Outcome of the Board Meeting held on September 15.2020

Dear Sir I Madam,

This is to inform you that the Board of DirectorS of the Company at its meeting held today i.e. September 15, 2020, inter alia, has approved the following:

1. Standalone and Consolidated Un-audited Financial Results for the Quarter ended June 30, 2020:

Pursuant to Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI LODR"}, we hereby inform and submit that:

• a. The Board of Directors of the Company, has considered, approved and taken on record the Standalone and Consolidated Un-Audited Financial Results set out in compliance with Indian Accounting Standards (lnd-AS} for the Quarter ended June 30, 2020;
• b. The copy of the said Standalone and Consolidated Unaud~ed Financial Results for the Quarter ended June 30, 2020 (along with the Limited Review Report of the StaMory Aud ors} , which were duly reviewed and recommended by the Audit Committee and thereby approved by the Board of Directors, is enclosed herewith (Annexure A}.

2. Merger with Company's Wholly Owned Subsidiary:

Pursuant to Part A of Schedule Ill under Regulation 30(2} of SEBI LODR, it is hereby informed that the Board of Directors of the Company has approved the merger of Sandesh Digital Private Limited (Company's Wholly Owned Subsidiary} with the Company.

The disclosures required under Regulation 30 of the SEBI LODR read with Schedule Ill and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 is enclosed herewith (Annexure B).

3. Appointment of Dr. Gauri Surendra Trivedi (DIN: 06502788) as an Additional and an Independent Director of the Company:

Pursuant to Regulation 30 of the SEBI LODR, we hereby inform that the Board of Directors based on the recommendation of Nomination and Remuneration Committee, has appointed Dr. Gauri Surendra Trivedi (DIN: 06502788}, as an Add~ional and an Independent Director, with effect from September 15, 2020, for a tenure of 5 years, subject to approval of Members at the ensuing Annual General Meeting. The details of the aforesaid Director in pursuance to Regulation 30 of Listing Regulations are enclosed herewith (Annexure C).

Further, pursuant to BSE Circular (LIST/COMP/14/2018-19) and NSE Circular (NSE/CMU2018/24), both dated June 20, 2018, Dr. Gauri Surendra Trivedi has affirmed that she is not debarred from accessing the capital marl<ets and/or restrained from holding the office of the Director by virtue of any order of the Securities and Exchange Board of India ("SEBI} or any other such authority.

4. Appointment of Mr. Saniav Kumar Tandon (the existing Chief Financial Officer of the Company) as an Additional and a Whole Time Director of the Company. liable to retire by rotation:

Pursuant to Regulation 30 of the SEBI LODR, we hereby inform that the Board of Directors, based on the recommendation of Nomination and Remuneration Committee, has appointed Mr. Sanjay Kumar Tandon (DIN: 00055918) as an Additional and a Whole Time Director, for a period of 5 years with effect from September 15, 2020, liable to retire by rotation, subject to approval of the members at the ensuing Annual General Meeting. The details of the aforesaid Director in pursuance to Regulation 30 of Usting Regulations are enclosed herewith (Annexure D).

Further, pursuant to BSE Circular (LIST/COMP/14/2018-19) and NSE Circular (NSEICMU2018/24), both dated June 20, 2018, Mr. Sanjay Kumar Tandon has affirmed that he is not debarred from accessing the capital marl<ets and/or restrained from holding the office of the Director by virtue of any order of SEBI or any other such authority.

5. Resignation of Mr. Yogesh Janl (DIN: 06495782) as the Whole Time Director of the Company:

Mr. Yogesh Jani (DIN: 06495782), Whole Time Director has resigned from the Board of Directors of the Company with effect from September 15, 2020. The Board places on record its appreciation and gratitude for the invaluable contributions made by Mr. Yogesh Jani during his tenure as a member of the Board of Directors.

6. Re-appointment of Ms. Pannaben F. Patel (DIN: 00050222) as Director of the Company, liable to retire by Rotation

In the last Board Meeting held on June 24, 2020, the Company had informed about re-appointment of Mr. Yogesh Jani, as a Director of the Company who retires by rotation and being eligible had offered himself for re-appointment in the ensuing Annual General Meeting of the Company, subject to approval of members at the ensuing Annual General Meeting and whose period of office would be liable to determination by retirement of directors by rotation.

However, as Mr. Yogesh Jani has resigned as a Director of the Company, w.e.f September 15, 2020, as mentioned in Point no 5 of this outcome, the Company informs that pursuant to section 152 of the Companies Act, 2013 and the Rules made thereunder and pursuant to provisions of Regulation 30 of the Usting Regulations, Ms. Pannaben F. Patel, who retires by rotation and being eligible offers herself for re-appointment in the ensuing Annual General Meeting of the Company, be re-appointed as Director of the Company subject to approval of members at the ensuing Annual General Meeting, whose period of office shall be liable to determination by retirement of directors by rotation.

The details of the aforesaid Director in pursuance to Regulation 30 of Listing Regulations are enclosed herewith (Annexure E).

Further, pursuant to BSE Circular (LIST/COMP/14/2018-19) and NSE Circular (NSE/CMU2018/24) both dated June 20, 2018, Ms. Pannaben F. Patel has affirmed that she is not debarred from accessing the capital marl<ets and/or restrained from holding the office of the Director by virtue of any order of the Securities and Exchange Board of India (SEBI) or any other such authority.

7. Extension of Annual General Meeting:

year ended on March 31 , 2020 has been extended for a period of three months, i.e., up to December 31 , 2020. In view of the aforesaid order issued by the ROC, the Company shall convene its AGM for the financial year 2019-20 within such extended timeline and the date of AGM shall be intimated in due course of time.

The above information is also available on the website of the Company www.sandesh.com.

The Board meeting commenced at 5:30p.m. and concluded at~ .

Kindly take the same on your records.

Thanking you,

Yours sincerely, FOR, THE SANDESH LIMITED

.f!:AL-!~ COMPANY SECR ARY Encl.: As Above

THE SANDESH LIMITED (CIN: l22121GJ1943PLC000183) REGD. OFFICE: 'SANESH BHAVAN', LAD SOCIETY ROAD, BIH. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380054. TEL.: (079) 40004319,40004175, FAX: 91 7~0004242 Email: secretarial@sandesh.com, cs@sandesh.com VIST US: www.sanesh.com

UMITED REVIEW REPORT ON UNAUDITED STANDALONE QUARTE~LY FINANCIAL RESULTS

To, The Board of Directors, The Sandesh Umited

• 1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results ("Results") of The Sandesh limited. ("the Company") for the quarter ended on June 30, 2020 ("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 Regulation').
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" (lnd AS 34), prescribed under Section 133 of the Companies Act, 2013 as amended, read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, "Review of Interim Financial Information Performed by the Independent Al!ditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with applicable Indian Accounting Standards and other recognized accounting practices and policies has not disclosed the information required to be disclosed in terms of the Listing Regulations including the manner in which it is to be disclosed, or that it contains any material misstatement.

Place: Ahmedabad Date: September 15, 2020

For S G D G & Associates LLP Chartered Accountants ICAI Firm Registration No. - W100188

Partner 1~ Membership No. -129255 UDIN:: 20129255AAAADU9208

S G D G & Associates LLP, a Limited Liability Partnership with LLP Identity No. AAI-3248

5-6, Shivalik Plaza, Opp. A.M.A., ATIRA. Polytechnic. Ambawadi, Ahmedabad- 380 015 Contact No. : +91-9974940700, 9820851518 • Email : info@sgdg.co.in

I THE SANDESH LIMITED

CIN·L22121GJ1943PLC000183

REGD. OFFICE : •SANDESH BHAVAN", LAD SOCIETY ROAD, BIH. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD- 380 054.(GUJ.) Email: investorscrievance@sandesh.com, Contact No. (079) 4000 4000,4000 4319, Fax No. (079) 4000 4242, Website: www.sandesh.com

UNAUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2020

					(Rs. in lacs, except earning per share data)
		For the Quarter endedFor the year ended
	Particulars	June 30, 2020	March 31, 2020	June 30, 2019	March 31, 2020
		Unaudited	Audited	Unaudited	Audited
	I Revenue From Operat•ons	4 249.26	8 242.31	8 994.94	34107.21
	II Other Income	1609.SO	36.76	394.34	11S1.09
	Ill Total Revenue (I+ II)	5 858.76	8 279.07	9389.28	35 258.30
	IV Expenses::
	a Cost of material consumed	1277.S7	2 620.21	3 769.36	12 912.74
	b Changes in Inventories I Cost of goods sold	1.00	S.29	8.90	28.48
	c Employee Benefits Expense	S87.01	8S1.66	810.40	3 263.64
	d Finance Cost	8.48	8.18	9.74	41.70
	e Depreciation and Amortisation Expenses	170.93	18S.90	209.14	785.92
f	Other expenses	1874.68	2 967.04	2 610.38	10932.01
	Total Expenses	3 919.67	6638.28	7 417.92	27 964.49
	v Profit before exceptional Items and tax (Ill ·IV)	1939.09	1640.79	1971.36	7 293.81
	VI Exceptional Items	(0.81)	15.23	2.39	94.23
	VII Profit Before Tax (V +VI)	1938.28	1656.02	1973.75	7 388.04
	VIII Tax Expenses ::
a	Current Tax	160.00	924.40	730.00	2 263.01
b	Deferred Tax	343.49	(S41.97)	(63.71)	(711.28)
	Total Tax	503.49	382.43	666.29	1551.73
	IX Profit for the period (VII- VIII)	1434.79	1273.59	1307.46	5 836.31
	X Other Comprehensive Income	0.00	5.09	0.00	S.09
	XI Total Comprehensive Income (IX+ X) (Comprising Profit andOther Comprehensive Income for the Period)	1434.79	1278.68	1307.46	5 841.40
	XII Paid up Equity Share capital (Face value of Rs. 101- each)XIII Reserves excluding Revaluation reservesXIV Earnings per Equity Share:	7S6.94	7S6.94	7S6.94	7S6.9476 972.66
	Basic- Rs. Per Share	18.96	16.&3	17.27	77.10
	Diluted • Rs. Per Share	18.96	16.83	17.27	77.10

Notes:-

i) The above results were reviewed by the Audit Committee and thereafter approved at the meeting of the Board of Directors held on September 15, 2020. The same have also been subject to limited Review by the Statutory Auditor&. There are no qualifications in the report issued by auditors.

ii) The outbreak of COVIO • 19 pandemic is causing significant disturbance and slowdown of economic activity. The Company's operation and revenue during the current quarter were impacted due to the COVID - 19. The Company further feels that carrying amount of the asset will be recovered.

iii) In accordance with lnd AS 108, Operatmg Segments, the company has disclosed the segment information in the consolidated financial statements.

• iv) The Figure for the quarter ended 31st March 2020 are balancing figures between the audited figures for the full financial year and unaudited figures for the nine months ended 31st December 2019.
• v) Figures for the previous periods have been regrouped Ire- arranged, wherever considered necessary.

or and on behalf of the Board

~~ vPatel

(DIN: 00050211) Managing Director

Place: Ahmedabad Date : September 15, 2020

S G D G & ASSOCIATES LLP

Chartered Accountr=~nts UM IT£0 RfVIEW REPORT ON UNAUDITED CONSOUDATED QUARTERLY FINANCIAL RESULTS

To, The Board of Directors, The Sandesh Umited

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of The Sandesh Umited ("the Parent") and its subsidiary (the Parent and its subsidiary together referred to as "the Group") and its share of net profit after tax and total comprehensive income of its associate for the quarter ended on June 30, 2020 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('the Listing Regulation').
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" ("lnd AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 {8) of the SEBI (Usting Obligations and Disclosure Requirements) Regulations, 2015, a.s amended, to the extent applicable.

• 1. The Statement includes the re.sults of the following entities:
  • The Sandesh Limited Holding Company
  • Sande.sh Digital Private Limited- Wholly owned subsidiary company (on standalone basis)
  • Applewoods Estate Private Limited-Associate company (on standalone basis)
• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditor referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of the Listing Regulation, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We did not review the financial results and other financial information in respect of a subsidiary whose financial results reflect total revenue of Rs. 52.361akhs and total profit (including other comprehensive income) Rs. 17.07 lakhs for the quarter ended June 30, 2020 as considered in the consolidated unaudited financial results which have been reviewed by other auditor. The Consolidated Financial results also include the Group's share of net profit (including other comprehensive Income) of Rs. 491.16 lakhs for the quarter ended on June 30, 2020, in respect of an associates as considered in the consolidated unaudited financial results which have been reviewed by other auditor.

S G D G & Associates LLP, a Limited Liability Partnership with LLP ldenti

5-6, Shivalik Plaza, Opp. A.M.A., ATIRA. Polytechnic, Ambawadi, Ahmedab~:o:;I;!R'f Co ntact No. : +91-9974940700, 9820851518 • Email : info@sgdg.co.in

Our conclusion on the Statement is not modified in respect of the above matter.

For S G D G & Associates LlP Chartered Accountants ICAI Firm Registration No.-W100188

Place: Ahmedabad Date: September 15, 2020

Devansh Gandhi Partner Membership No. -129255 UDIN :: 20129255AAMDV6453

Independent Auditor's Review Report on consolidated financial results of The Sandesh Umlted for the quarter ended June 30, 2020 Page 2 of 2

THE SANDESH LIMITED
CIN-L22121GJ1943PLC000183

REGD. OFFICE : "SANDESH BHAVAN", LAD SOOETY ROAD, BI H. VASTRAPUR GAM, P.O. 80DAKOEV, AHMEDABAD - 380 OS4.(GUJ.) Email: lnvestorsarievance@lsandesh.com, Contact No. (079) 4000 4000,4000 4319, Fax No. (079) 4000 4242, Website: www.sande.sh.com

UNAUDITED CONSOLIDATED FINANOAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2020

		For the Quarter Ended			(Rs. in Lacs, except earning per share data)
	Particulars			June 30, 2019	For the Year Ended
		June 30, 2020Unaudited	March 31, 2020Audited	Unaudited	March 31, 2020Audited
	Revenue From Operations	4 290.61	8 2 9 2.8 4	9 044.43	34 321.30
II	Other Income	1615.92	37.32	380.37	1 1 68.39
III	Total Revenue (I + II)	5906.53	8 3 3 0 . 1 6	9424.80	35 489.69
	Expenses::
IV	Cost of material consumed	1 277.57	2 620.21	3769.36	12912.74
a		1.00	5.29	8.90	28.48
b	Changes in inventories / Cost of goods sold	601.67	867.14	824.79	3 3 2 5 .50
$\mathsf{C}$	Employee Benefits Expense	8.48	8.18	9.74	41.70
d	Finance Cost	170.93	185.90	209.14	785.92
e	Depreciation and Amortisation Expenses				10 994.10
f	Other expenses	1884.95	2977.84	2 625.64	28 088.44
	Total Expenses	3 944.60	6 6 6 4.56	7 447.57
v	Profit before Share of profit of Associate, Exceptional items and tax (III-	1961.93	1665.60	1977.23	7 401.25
	IV)
VI	Share of Profit of Associate	491.16	60.77	48.46	196.90
VII	Profit before Exceptional items and tax (V+VI)	2 453.09	1726.37	2025.69	7598.15
VIII	Exceptional Items	(0.81)	15.23	2.39	94.23
IX	Profit before tax (VII+VIII)	2 452.28	1741.60	2028.08	7692.38
X	Tax Expenses::
	a)Income tax	164.30	929.64	730.91	2 2 8 6.57
	Deferred Taxb)	344.99	(541.14)	63.71)	(704.17)
	Total Tax	509.29	388.50	667.20	1582.40
XI	Net Profit for the period (IX-X)	1942.99	1 3 5 3 . 10	1 360.88	6 109.98
XII	Other Comprehensive Income		5.00		5.00
XIII	Share in other Comprehensive income of Associate		(.24)		(.24)
XIV	Total Other Comprehensive income (XII-XIII)		4.76		4.76
XV	Total Income (XI+XIV) (Including Other Comprehensive Income)	1942.99	1 3 5 7 . 8 6	1 360.88	6 114.74
XVI	Net profit attributable to
	Owner of the companya)	1942.99	1 3 5 3 . 10	1 360.88	6 109.98
	b)Non Controlling Interest
XVII	Other Comprehensive income attributable to
	Owner of the companya)		4.76		4.76
	Non Controlling Interestb)
XVIII	Total Comprehensive income attributable to
	Owner of the companya)	1942.99	1 3 5 7 . 8 6	1 360.88	6 114.74
	b)Non Controlling Interest
XIX	Paid up Equity Share Capital (Face value of Rs. 10/- each)	756.94	756.94	756.94	756.94
XX	Other equity				77 941.50
XXI	Earnings per Equity Share:
	Basic - Rs. Per Sharei	25.67	17.88	17.98	80.72
	Diluted - Rs. Per Share	25.67	17.88	17.98	80.72

Notes:-

i) The above results were reviewed by the Audit Committee and thereafter approved at the meeting of the Board of Directors held on September 15, 2020. The same have also been subjected to Limited Review by the Statutory Auditors. There are no qualifiCations in the report issued by auditors.

The outbreak of COVID - 19 pandemic is causing significant disturbance and slowdown of economic activity. The Group's operation and revenue during the ii) current quarter were impacted due to the COVID- 19. The Group feels that carrying amount of the asset will be recovered.

The Figures for the quarter ended 31st March 2020 are balancing figures between the audited figures for the full financial year and unaudited figures for the nine iii) months ended 31st December 2019.

iv) Figures for the previous periods have been regrouped I re-arranged, wherever considered necessary.

For and on behalf of the Board 0 The Sandesh Limited

-S: Managing Directo r

THE SANDESH LIMITED CIN-l22121GJ1943PLC000183 UNAUDITED CONSOLIDATED SEGMENT INFORMATION FOR THE QUARTER ENDED JUNE 30, 2020

					(Rs in Lacs)
		FortheQuarterEnded			For the Year Ended
Sr.No.	Particulars	June 30 2020	March 31 2020	June 30 2019	March 31 2020
		Unaudited	Audited	Unaudited	Audited
	Segment Revenue
	Media	3 719.51	7 926.42	9080.73	34063.52
1	Finance	616.20	400.44	-	400.44
	Other	-		-
	Unallocated	1570.82	3.30	344.07	1025.73
	Total Revenue	5 906.53	8 330.16	9 424.80	35489.69
	Segment Results (Profit before Interest & Tax)
	Media	I 195.20)	1616.72	1645.38	6128.10
	Finance	613.91	397.37	-	397.37
2	Other	(0.13)	(0.02)	(0.10)	(0.28)
		418.58	2 014.07	1645.28	6 52S.19
	Less: Interest Expense	8.48	8.19	9.74	41.70
	Add: Other un-allocable (expenses) net off Income I Other un	2 042.18	I 264.28)	392.54	1 208.89
	allocable income net off un-allocable expenditure
	Total Profit before Tax	2 452.28	1741.60	2 028.08	7 692.38
3	Segment Assets
				25 166.42	20 772.67
	MediaFinance	22 105.8814 679.91	20772.6714 500.00	.00	14500.00
	Other	142.28	127.08	394.64	127.08
	Un-allocated	49863.92	48 788.95	57 295.88	48 788.95
	Total Assets	86 791.99	84188.70	82856.94	84188.70
4	Segment Liabilities
	Media	5 562.52	5 249.98	7 572.97	5 249.98
	Finance	-	-	-	-
	Other	-	-	-
	Un-allocated	588.14	240.28	883.47	240.28
	Total Liabilities	61S0.66	5490.26	8456.44	5 490.26
5	!capital Expenditure	22.481	47.961	8.191	165.21 1
6	!Depreciation and Amortisation	170.931	185.90 1	209.141	785.921
7	lNon Cash Expenses Other than Depreciation and Amortisation	25.031	50.861	25.001	143.761

Not e: -

There are no Inter - segment transfers.

ANNEXURE- B

Disclosure of Information pursuant to Regulation 30 and Schedule Ill of the SEBI (listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/412015 dated September 09, 2015:

1. Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.

1.1. Details of Transferor Company

Sandesh Digital Private Umited, (CIN: U22100GJ2015PTC083461), hereinafter referred as "Transferor Company- is a Private Umited Company incorporated under the Companies Act, having its registered office at Sandesh 8havan, Lad Society Road, 8/1'1. Vastrapur Gam, P. 0. Bodakdev, Ahmedabad - 380054, Gujarat.

The Transferor Company is a wholly-owned subsidiary of The Sandesh Limited.

1.2. Details of Transferee Company

The Sandesh Limited (CIN: L22121GJ1943PLC000183), hereinafter referred as "Transferee Companyis a Public Limited Listed Company incorporated under the Companies Act, having its registered office at, at Sandesh 8havan, Lad Society Road, 8/h. Vastrapur Gam, P. 0. Bodakdev, Ahmedabad- 380054, Gujarat.

The shares of the Transferee Company are listed on 8SE Limited as well as National Stock Exchange of India Limited.

1.3. Details of net worth and turnover of the Transferee Company and the Transferor Companies as on June 30, 2020:

Names of the Companies	Networth (Rs.ln Lakhs)	Turnover (Rs.ln Lakhs)
The Sandesh Limited	79,164.42	4,249.26
Sandesh Digital Private Limited	369.09	45.94

2. Whether the transaction would fall within related party transactions? If yes, whether the same is done at •ann's length•:

The Transferor Company is a wholly-owned subsidiary of the Transferee Company. The proposed merger does not fall within the purview of related party transactions in view of General Circular No. 30/2014 dated July 17, 2014 issued by the Ministry of Corporate Affairs and since the same is subject to the sanction of the National Company Law Tribunal. Further, pursuant to Regulation 23(5)(b) of the SE81 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the related party transaction provisions are not applicable to the Proposed Merger.

1. Area of business of the entity(ies);

3.1 Transferor Company:

The Transferor Company is presently engaged in the digital media business and in providing and aggregating news, videos and advertisements on multiple digital platforms.

)~~~=--.. . /_ ol .... . ].!(' r ' \ J!r •

.':; f. t· THE SANDESH LIMITED (CIN: l22121GJ1943PLCOO~~ ~ ~ ~~

REGD. OFFICE: 'SANESH BHAVAN', LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BOD AHMEDABAD-380054. TEL.: (079) 40004319, 40004175, FAX: 91 -79-40004242 Email: secretarial@sandesh.com, cs@sandesh.com VIST US: www.sanesh.com

3.2 Transferee Company:

The Transferee Company is a media house. It has presence across the media spectrum including print, broadcast, digital, activations and outdoor solutions. It is inter alia· engaged in the printing of Gujarati daily newspaper "Sandesh" with six editions across the State of Gujarat. It has a news and current affairs Gujarati Television channel i.e. "Sandesh News·. It has Out of Home Media Solutions. The Company's Out Of Home (OOH) media solutions in the name of "Spotlighr, focuses on innovatively and effectively enhancing the brand message of the products.

4. Rationale for Amalgamation/ Merger:

The rationale for Amalgamation/ Merger of Transferor Company with Transferee Company is as below:

• a. The commercial activities of both the companies are of similar nature and amalgamation will result in business and operational synergies in terms of complete integration of facilitates which would result in optimum utilization of capital and resources and reduction in overall operating and maintenance cost and benefits of economies of scale.
• b. Simplify management structure, leading to better administration and a reduction in costs from more focused operational efforts, rationalization, standardization and simplification of business processes, and the elimination of duplication, and rationalization of administrative expenses.
• c. Reduction in the multiplicity of legal and regulatory compliances and reduced costs.
• d. Simplify shareholding structure and reduce shareholding tiers.
• e. Elimination of inter-corporate dependencies, minimization of the administrative compliances and maximization of the shareholders' value.

5. In case of cash consideration • amount or otherwise share exchange ratio

There is no cash consideration involved. The Transferor Company is a wholly-owned subsidiary of the Transferee Company. Upon the scheme of amalgamation/merger becoming effective, all the shares of the Transferor Company held by the Transferee Company and its nominee(s) as on the effective date shall stand cancelled, without any further act or deed.

6. Brief details of change in shareholding pattern (If any) of listed entity

There will not be any change in the shareholding pattern of the Transferee Company as the Transferor Company is a wholly-owned subsidiary of the Transferee Company. Also, the Transferee Company does not hold any shares in the Transferee Company.

Annexure- C

Details of appointment of Dr. Gauri Surendra Trivedi (DIN: 06502788) as an Additional and Independent Director of the Company

Sr. No.	Particulars	Information
1	Reason for changeviz., appointment	Appointment
2	Date of appointment&oftermappointment	Appointment as Additional and Independent Director for a period of 5 years witheffect from September 15, 2020, subject to the approval of shareholders in theensuing Annual General Meeting
3	Brief Profile	She holds qualification of Ph.D. and MBA. She has a rich experience as lAS officerfor the period of 25 years. She has served as AVP in Reliance Industries Limited forthe period of 2 years and as a faculty in Sardar Patel Institute of PublicAdministration, CEPT for the period of 4 years.
4	ofDisclosureRelationshipsbetween Directors	She is not related to any of the Directors of the Company.

Annexure- D

Details of appointment of Mr. San jay Kumar Tandon as an Additional and Whole Time Director of the Company

Sr. No.	Particulars	Information
1	Reason for changeviz., appointment	Appointment
2	Date of appointment&oftermappointment	Appointment as Additional and Whole Time Director for a period of 5 years witheffect from September 15, 2020, subject to the approval of shareholders in theensuing Annual General Meeting
3	Brief Profile	He is the Chief Financial Officer of the Company. He is a Chartered Accountantand has rich experience of over three decades the finance, accounting, treasury,taxation, investor relations and also business planning. He is currenHy responsiblefor the accounting, finance, business planning, budgeting and taxation of theCompany.
4	ofDisclosureRelationshipsbetween Directors	He is not related to any of the Directors of the Company

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) REGD. OFFICE: 'SANESH BHAVAN', LAD SOCIETY ROAD, 8/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380054. TEL.: (079) 40004319,40004175, FAX: 91-7940004242 Email: secretarial@sandesh.com, cs@sandesh.com VIST US: www.sanesh.com

Annexure- E

Details of Re-appointment of Ms. Pannaben F. Patel (DIN: 00050222) retiring by rotation and being eligible offers herself for re-appointment:

Sr. No.	Particulars	· Information
1	Reason for change viz.,appointment	Pursuant to provisions of Section 152(6) of the Companies Act, 2013,Ms. Pannaben F. Patel, Director of the Company, liable to retirementby rotation and being eligible offers herself for re-appointment.
2	Date of appointment & term ofappointment	Ms. Pannaben F. Patel, Director was appointed on 29.10.2010 andwhose period of office shall be liable to determination by retirement byrotation
3	Brief Profile	Ms. Pannaben F. Patel is a holder of degree in the field of B.A. withEconomics. She is a social wor1 <er and="" associated="" many="" social<br="" with="">groups and charitable entities and is actively involved in variousphilanthropic activities in the interest of the community.
4	Disclosure of Relationshipsbetween Directors	Ms. Pannaben F. Patel is Spouse of Mr. Falgunbhai C. Patel, theChairman and Managing Director and Mother of Mr. Parthiv F. Patel,the Managing Director of the Company.

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) REGD. OFFICE: 'SANESH BHAVAN', LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD-380054. TEL.: (079) 40004319, 40004175, FAX: 91-79-40004242 Email: secreta ri @~ndes com, cs@sandesh.com VIST US: www.sanesh.com