Sancode Technologies Ltd

Dematerialisation/rematerialisation status

• No rematerialisation requests were received during the quarter.
• Regulation 74(5) not applicable as all shares are in demat.

AGM Details

• AGM held on 30 September 2026 at 3:00 PM, physical at registered office.
• Remote e-voting from 27 Sep 2026 09:00 to 29 Sep 2026 17:00 IST.
• Ballot paper voting available at meeting for members on cutoff date.
• Quorum confirmed; meeting duration 30 minutes.

Ordinary Business

• Adoption of annual accounts placed for approval.
• Appointment of Mukeshkumar Devichand Jain as Non-Executive Director liable to retire by rotation.

Special Business

• Approval of remuneration to directors exceeding managerial remuneration limit under Companies Act 2013.
• Approval for material related party transactions with Sancode Electronics Private Limited.

Voting Status

• Voting results not disclosed in the filing.
• Results to be announced to stock exchange and website.

Sancode Technologies Limited - Closure of Trading Window from Thursday, October 01, 2026 till 48 hours after communication of financial results for the half year ended September 30, 2026

Financial snapshot

• Standalone revenue from operations rose to ₹41.37 Lakhs from ₹29.76.
• Standalone PAT rose to ₹6.63 Lakhs from ₹6.31.
• Consolidated revenue from operations ₹1,576.01 Lakhs, up from ₹1,381.01.
• Consolidated PAT improved to ₹48.10 Lakhs from ₹(175.18).
• Standalone and Consolidated total income reported at ₹80.01 Lakhs and ₹1,586.74 Lakhs respectively.
• Standalone EPS ₹0.16; Consolidated EPS ₹1.18.

Dividends & capital actions

• Dividend for FY2025-26 not recommended.
• Warrants issued: 11,11,111 on 13 Dec 2025.
• Rights issue: 4,00,000 equity shares; convertible warrants 23,25,582 issued on 16 Jul 2026.
• Warrant conversion: 22,75,582 equity shares issued on 24 Jul 2026.
• Issued capital: 40,68,867 shares; paid-up ₹4.0689 Cr.
• Authorized capital increased to ₹10 Cr (99,00,000 shares) with 1,00,000 PCCPS.

Strategic developments & OSAT

• OSAT initiative via Sancode Semi Pvt Ltd; formed Sep 2025.
• Odisha High-Level Clearance Authority approved OSAT project; land at Infovalley-II Khordha.
• Commercial production has not started; project in planning/feasibility stage.

Governance

• Board includes MD Mihir D. Vora; Chairman Amit Jain; NED Mukeshkumar Jain; 3 Independent Directors.
• Ramraj Singh Thakur appointed Company Secretary on 26 Feb 2026.
• Secretarial Auditor: Dilip Swarnkar & Associates.
• Statutory Auditor: RT Jain & Co LLP; 5-year term to 2027-28.

Related party transactions

• Ordinary resolution approved RPT with Sancode Electronics up to ₹2 crore for FY2026-27.
• RPTs are arm's length and in the ordinary course; board authorized to finalize.
• Amit Jain and Mihir Vora common directors; related party disclosures included.

Audit, controls & compliance

• Audits: No qualifications in Standalone/Consolidated audits.
• Internal financial controls are adequate and operating effectively.
• Secretarial CARO observations: 3(iii)c and 3(vii)a flagged.
• No fraud reported; whistleblower mechanism in place.

Outlook & risks

• Semiconductor OSAT growth supported by policy/electronics ecosystem.
• Outlook depends on capital availability, approvals, and technology readiness.
• Risks: high capex, regulatory approvals, customer qualification, supply chain.

CSR & green initiatives

• CSR not applicable; no CSR committee.
• Annual report and AGM notices distributed electronically.

Board decision on re-appointments

• MD Mihir Vora and the three independent directors' terms are valid.
• Board resolved to defer and withdraw proposed re-appointment resolutions to align with statutory timelines.
• Re-appointments will not be included in Notice for AGM on September 30, 2026.
• Re-appointment process to commence later, within statutory timelines, near completion of ongoing tenures.
• Draft Notice of 10th AGM updated and approved.
• Other business decisions from Sept 4 Board outcome remain unaffected.

Target overview

• Target: Sancode Semi Private Limited, India-based semiconductor design, fabrication, packaging, testing, OSAT/ATMP services.
• Size/scale: Nil turnover in FY2025-26.

Transaction details

• Related party transaction; promoters/directors are Sancode Semi directors.
• 12,647 CCPS for approx Rs 43 crore, constituting 2.86% of Sancode Semi's shareholding.
• Post allotment, Sancode Technologies will hold 95.74% on a fully diluted basis.
• Sancode Semi issued 31,467 CCPS to raise Rs 107 crore.

Background and purpose

• Incorporated Sept 22, 2025 in India; semiconductor manufacturing and OSAT/ATMP services.
• Purpose: investment for OSAT project in Odisha; includes land, technology, plant and machinery.
• Presence: domestic and international market.

Regulatory/completion

• Regulatory approvals: Not applicable.
• Indicative completion timeline: Not specified.

Transaction details

• Target: Sancode Technologies Limited.
• Acquirer: Trinity Gate LLC; no PAC identified.
• Promoter group: Acquirer is not part of promoter/promoter group.
• Exchange listing: BSE Limited.
• Pre-acquisition holding: 14,90,387 voting shares; 19.99% voting; 19.86% diluted.
• Acquisition details: 14,90,387 Equity Shares; via conversion of Warrants; preferential issue.
• Post-acquisition holding: 14,90,387 shares; 19.99% voting; 19.86% diluted.
• Mode of acquisition: Allotment of Equity Shares via warrant conversion; preferential issue.
• Date of allotment: 24 July 2026.
• Equity capital before: 51,79,978 shares (face value 10).
• Equity capital after: 74,55,560 shares (face value 10).
• Total diluted voting capital after: 75,05,560.

Key disclosures

• Target Company: SANCODE TECHNOLOGIES LIMITED.
• Disclosing Party: Promoter group – Amit Jain; Khushboo Jain; Mihir Vora; ZNL Startup Accelerator LLP; Aneka LLC.
• Transaction Type: Acquisition via allotment of equity shares on warrant conversion.
• Pre-transaction holding: total 42,32,160 shares (56.39% diluted); A held 11,83,000 (22.84%).
• Transaction Details: Acquired 4,65,000 and 3,20,195 shares; 50,000 warrants converted; preferential issue.
• Post-transaction holding: A 16,48,000 (22.10%); PAC 22,13,965 (29.70%); 50,000 warrants (0.66%); Total 42,32,160 (56.09% voting; 56.39% diluted).
• Date(s) of Transaction: July 24, 2026.
• Share Capital Context: Pre 51,79,978; Post 74,55,560; Post-diluted 75,05,560.

Acquisition & holding details

• Target: Sancode Technologies Limited; Acquirer: Trinity Gate LLC; PAC: none disclosed.
• Listed on: BSE Ltd; acquirer not promoter group.
• Date of allotment: 24 July 2026; mode: conversion of warrants via preferential allotment.
• Pre-acquisition holding: 14,90,387 voting rights shares; 19.99% of voting capital; 19.86% diluted.
• Post-acquisition holding: 14,90,387 voting rights shares; 19.99% of voting capital; 19.86% diluted.
• Equity capital before: 51,79,978 shares; face value Rs 10.
• Equity capital after: 74,55,560 shares; Rs 10 each.
• Total diluted share capital after: 75,05,560 shares.
• Salient feature: warrants converted into 14,90,387 equity shares.