Sandesh shareholders approved a final dividend of ₹5 per equity share for FY26 at the company’s 83rd annual general meeting held on September 15, 2026. The meeting also saw the re-appointment of Falgunbhai C. Patel as chairman and managing director and Pannaben F. Patel as a non-executive director.

All seven resolutions placed before shareholders were passed with requisite majorities. The event was conducted through video conferencing and other audio-visual means, with voting facilitated via remote e-voting and e-voting during the AGM.

Voting Participation

As of the cut-off date of September 9, 2026, the company had 7,112 shareholders on record. A total of 41 members attended the meeting via video conferencing. Voting participation was primarily driven by remote e-voting, with no votes cast through postal ballot or poll mechanisms during the physical session.

The promoter group, holding over 74% of the total shares, participated fully in the voting process. Institutional public shareholders also voted on all their holdings, while non-institutional public shareholders showed lower engagement.

Key Resolutions Passed

Shareholders approved the adoption of audited standalone and consolidated financial statements for the financial year ended March 31, 2026. The dividend resolution received near-unanimous support, with only one vote cast against it across all categories.

The re-appointment of Rahoul Rajivkumar Shah as a director retiring by rotation was also approved as an ordinary resolution. The board structure remains stable with these continuity appointments.

Special Resolutions

Three special resolutions required higher thresholds for approval:

• Re-appointment of Falgunbhai C. Patel as CMD with approved remuneration
• Continuation of Smt. Pannaben F. Patel as non-executive director
• Approval to create mortgage/charge on company properties under Section 180(1)(a) of the Companies Act, 2013
• Increase in limits under Section 186 of the Companies Act, 2013 for loans and investments

The CMD re-appointment and Section 186 limit increase faced opposition from institutional public shareholders, who voted entirely against these resolutions. However, strong support from promoters and non-institutional public shareholders ensured passage.

What the Numbers Show

Institutional public shareholders voted unanimously against both the CMD remuneration approval and the Section 186 limit increase. Despite this dissent, the resolutions passed due to the promoter group’s decisive voting power and broad support from retail investors. This pattern suggests potential governance concerns among institutional investors regarding executive compensation and lending limits.

Sandesh Limited filed its 83rd Annual Report for FY26 on August 24, 2026, reporting standalone revenue from operations of ₹43,782.03 Lakhs, a 49.76% jump over the previous year, alongside a final dividend of ₹5.00 per equity share.

The Board of Directors recommended the dividend at its meeting on May 29, 2026. Shareholders on record as of August 14, 2026 are eligible, with payment due on or before October 12, 2026, subject to applicable tax deductions. The 83rd Annual General Meeting is scheduled for September 15, 2026, at 2:00 pm via video conferencing.

Financial Performance

The following table summarises the company's standalone and consolidated performance for FY26 versus FY25 (₹ in Lakhs):

On a standalone basis, total revenue grew 38.45% to ₹45,605.81 Lakhs. EBITDA improved marginally to ₹10,630.82 Lakhs from ₹10,594.45 Lakhs, though the EBITDA margin moderated to 23.31% from 32.16%, reflecting higher operating expenditure in line with the scale of operations. Profit Before Tax stood at ₹9,718.25 Lakhs against ₹9,899.27 Lakhs in FY25, while PAT declined to ₹6,740.29 Lakhs from ₹7,745.66 Lakhs. The PAT margin contracted to 15.40% from 26.50%, driven by unrealised losses on investments measured at fair value through profit or loss. Exceptional items included a ₹241.13 Lakhs incremental gratuity impact from new labour codes and a ₹39.19 Lakhs profit on asset sales.

On a consolidated basis, total revenue rose 38.19% to ₹45,806.96 Lakhs. Consolidated PAT stood at ₹6,584.33 Lakhs against ₹7,712.15 Lakhs in FY25, with a PAT margin of 14.97%. The wholly-owned subsidiary, Sandesh Digital Private Limited, recorded revenue from operations of ₹209.47 Lakhs and a loss after tax of ₹155.96 Lakhs.

What the Numbers Show

While revenue growth was robust at nearly 50%, profitability metrics weakened significantly. The divergence between top-line growth and bottom-line contraction highlights the impact of non-operational factors; specifically, other income halved from ₹3,705.56 Lakhs to ₹1,823.78 Lakhs, and unrealised investment losses eroded net margins despite stable EBITDA levels.

AGM Agenda and Special Business

The AGM will transact ordinary business including adoption of audited standalone and consolidated financial statements for the year ended March 31, 2026, declaration of the ₹5.00 per share dividend, and re-appointment of Shri Rahoul Rajivkumar Shah (DIN: 00054684) as a director retiring by rotation.

Special business items include the following:

The statutory limit under Section 186(2) currently stands at ₹1,275.92 Crores based on FY26 audited financials.

Dividend and Tax Details

The dividend of ₹5.00 per equity share of ₹10 each represents 50% of paid-up share capital and will entail an outflow of ₹378.47 Lakhs. Dividends will be processed only in electronic mode. Resident individual members with valid PAN will have tax deducted at source at 10%; members without valid PAN or unlinked Aadhaar will attract 20% TDS. Non-resident members will be subject to 20% withholding tax (plus applicable surcharge and cess) or applicable tax treaty rates. The cut-off date for tax declarations is September 4, 2026.

Investor Compliance and Voting

In line with SEBI Master Circular No. HO/38/13(4)2026-MIRSD-POD/4298/2026 dated February 6, 2026, physical shareholders must update KYC details including PAN, address, mobile number, bank account details, specimen signature, and nomination. Remote e-voting opens September 12, 2026, at 9:00 am and closes September 14, 2026, at 5:00 pm, with the cut-off date for voting eligibility being September 9, 2026. E-voting services are provided by NSDL. Members who have not voted remotely may cast votes during the live AGM session.

The Board also approved a scheme of amalgamation of Sandesh Digital Private Limited into the company at its August 5, 2026 meeting, subject to approvals from shareholders, NCLT, stock exchanges, and other statutory authorities. No consideration or new shares are proposed under the scheme.