Sancode Technologies Limited has disclosed the voting results for its Extra Ordinary General Meeting (EGM) held on March 25, 2026, confirming that all five proposed resolutions were successfully passed with requisite majority. The company communicated the results to BSE SME Platform under Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Meeting Overview and Participation

The EGM was conducted at the company's registered office in Mumbai under the chairmanship of Managing Director Mihir Deepak Vora. The meeting addressed five special business items through a combination of remote e-voting and physical voting processes.

E-Voting Process and Timeline

The company facilitated remote e-voting through Bigshare Services Private Limited over a three-day period. The electronic voting process was complemented by ballot paper voting for eligible members during the meeting.

Resolution-wise Voting Results

All five resolutions received unanimous approval from participating shareholders, with detailed voting patterns varying based on promoter group interest in specific agenda items.

Resolution 1: Authorized Share Capital Increase

The ordinary resolution for increasing authorized share capital received overwhelming support with 79.96% voter participation.

Resolution 2: Convertible Warrants Issuance

The special resolution for issuing up to 23,25,582 convertible warrants on preferential basis showed selective participation due to promoter group interest.

Resolution 3: Related Party Transactions

Approval for material related party transactions with Sancode Semi Private Limited received support exclusively from public shareholders due to promoter group abstention.

Scrutinizer Report and Compliance

Dilip Swarnkar & Associates, appointed as scrutinizer, conducted the vote counting process and submitted a comprehensive report confirming the validity of all voting procedures. The scrutinizer verified both electronic voting data and physical ballot papers in accordance with Companies Act, 2013 requirements.

The remaining two resolutions regarding board authorization under Sections 186 and 185 of the Companies Act, 2013 also received unanimous approval with similar voting patterns as the authorized share capital resolution. Managing Director Mihir Deepak Vora digitally signed all documentation and communicated the results to regulatory authorities as required under listing obligations.

Sancode Technologies Limited has successfully completed the acquisition of the remaining equity stake in Sancode Semi Private Limited, making it a wholly owned subsidiary with effect from March 25, 2026. The Board of Directors approved this strategic move during their meeting held on March 25, 2026, which ran from 04:30 PM to 05:00 PM.

Acquisition Details

The company acquired the remaining 1 equity share of face value Rs. 10 each, representing a 0.01% stake in Sancode Semi Private Limited. This acquisition was completed through cash consideration for a total amount of Rs. 10, bringing Sancode Technologies' shareholding to 100%.

About Sancode Semi Private Limited

Sancode Semi Private Limited operates in the semiconductor manufacturing sector with an authorized capital of Rs. 10,00,000 divided into 1,00,000 equity shares of face value Rs. 10 each. As a newly incorporated company, it does not have any historical turnover data for the past three years.

The subsidiary's business activities encompass:

• Manufacturing, designing, and developing semiconductors
• Assembling, importing, and exporting integrated circuits and microchips
• Dealing in electronic components and related hardware
• Research and development activities to enhance product quality and functionality

Strategic Rationale

This acquisition represents a strategic investment that will enable Sancode Technologies to venture into new business avenues and deploy growth strategies in the semiconductor and microchip business. The move aligns with the company's expansion plans in the technology sector.

Regulatory Compliance

The transaction falls within the ambit of Related Party Transactions since Mr. Mihir Deepak Vora, the promoter and Managing Director of Sancode Technologies Limited, also serves as a Director in Sancode Semi Private Limited. The company has confirmed that the transaction was conducted at arm's length price. As Sancode Semi is registered under the Companies Act, 2013, no additional governmental or regulatory approvals were required for this share subscription.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, ensuring full transparency with stakeholders and regulatory authorities.