5267252026-08-055267252026-08-052026-08-05526725THE SANDESH LIMITEDSANDESHNOTLISTEDINE583B01015NewAmalgamation/ Mergertrue2026-08-0518:12:002026-08-05falsefalsetrueSandesh Digital Private Limited ("Transferor Company") is engaged in the business of publishing news content through its mobile application and website, and maintaining and updating such online news content on an ongoing basis. The Transferor Company derives its revenue primarily through advertising on these digital platforms. The Sandesh Limited ("Transferee Company") belongs to the regional print media industry and is the publisher of "SANDESH," a leading Gujarati daily newspaper circulated in the Gujarat region. The Transferee Company is engaged in the business of printing, and publishing newspapers and periodicals, and also operates a Gujarati news channel under the name "Sandesh News" and an out-of-home advertising business under the name "OOH."a) The Transferor Company is a wholly owned subsidiary of the Transferee Company and the management of both the companies are one and the same. In order to optimise the utilization of resources, it is proposed to amalgamate the Transferor Company with the Transferee Company. b) Considerable synergies of operations would be achieved, resulting in economies of scale, effective coordination and better control over the activities, reduction of overheads and administrative expenses, would allow optimum utilisation of equipment and other resources, ultimately resulting into higher profitability for the Transferee Company. c) The benefits of combined resources, assets and cash flows would enhance capability of the Transferee company to face competition effectively. d) Pooling of financial resources and unfeterred access to cash flows generated by the combined business would enable the Transferee Company to deploy funds in organic and inorganic growth opportunities and in capital expenditure. e) Cost savings are expected from more focused operational efforts, rationalisation, standardisation of business processes, elimination of duplication of work/ functions and rationalisation of administrative expenses. f) The Scheme shall be beneficial to and in the best interest of the shareholders, creditors and employees of the Transferor Companies and Transferee Company, public at large and all concerned.OthersThe entire issued, subscribed and paid-up equity share capital of the Transferor Company is directly held by the Transferee Company along with its nominees. Upon the Scheme becoming effective, no equity shares of the Transferee Company shall be allotted in lieu or exchange of its holding in the Transferor Company and the Transferee Company’s investment in the entire equity share capital of the Transferor Company shall stand cancelled in the books of the Transferee Company. Upon the coming into effect of this Scheme, the share certificates, if any, and/or the shares in electronic form representing the equity shares held by the Transferee Company in the Transferor Company shall stand cancelled without any further act or deed for cancellation thereof by the Transferee Company and shall cease to be in existence accordinglySince the Transferor Company is a wholly-owned subsidiary of the Transferee Company and no shares of the Transferee Company are proposed to be issued or allotted pursuant to the Scheme, the shareholding pattern of the Transferee Company shall remain unchanged upon the Scheme becoming effective. Accordingly, the pre-Scheme and post-Scheme shareholding pattern of the Transferee Company shall be identical.The said merger involves merger of wholly owned subsidiary with its parent company.