Sancode Technologies Ltd has secured in-principle approval from the BSE SME Platform to issue 23,25,582 warrants on a preferential basis to promoters and non-promoters. The warrants are convertible into an equal number of equity shares at an issue price of ₹172 each. This capital raise is subject to the company complying with all applicable regulatory requirements before the final allotment.

The approval, referenced as LOD/PREF/DA/FIP/460/2026-27 and dated July 01, 2026, was granted under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The stock exchange clarified that this in-principle approval does not guarantee the listing of the securities and that the company must make a separate listing application.

Regulatory Compliance and Internal Controls

The BSE has advised Sancode Technologies Ltd to strengthen its internal controls to monitor trades executed by the proposed allottees. This measure is intended to prevent non-compliances with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations). Specifically, the company must obtain an undertaking from allottees confirming they will not engage in intra-day trading or sell any shares in the company until the allotment date.

The responsibility for verifying this compliance lies solely with the issuer company. Failure to ensure adherence to Regulation 167(6) of the SEBI ICDR Regulations could impact the listing of the shares. The exchange reserves the right to withdraw the in-principle approval if any information provided is found to be incomplete or misleading.

Issue Details and Timelines

The preferential issue involves 23,25,582 warrants, each convertible into one equity share of ₹10 face value. Following the allotment of these convertible securities, depositories will automatically release the excess lock-in period of the pre-preferential holdings of the allottees as per ICDR Regulations.

The company is required to submit a listing application within twenty days from the date of allotment, along with applicable fees and necessary documents. Non-compliance with this timeline may result in penalties as specified in the SEBI circular dated June 21, 2023.

Sancode Technologies Limited reported its audited standalone and consolidated financial results for the year ended March 31, 2026, recording a consolidated net profit of ₹48.10 lakh. Revenue from operations for the period rose to ₹1,576.01 lakh compared to the previous year. The company's Board of Directors approved the results during a meeting held on May 30, 2026.

The statutory auditors, M/s. R. T. Jain & Co. LLP, issued an audit report with an unmodified opinion on the standalone and consolidated financial results. The audit confirmed compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Standalone Financial Performance

On a standalone basis, the company reported a net profit of ₹6.63 lakh for FY26, compared to ₹6.31 lakh in the previous year. Revenue from operations increased to ₹41.37 lakh from ₹29.76 lakh in FY25. Total income for the year stood at ₹80.01 lakh, while total expenses were ₹73.38 lakh.

The statement of assets and liabilities as of March 31, 2026, showed total assets of ₹911.89 lakh, an increase from ₹753.41 lakh in the previous year. Shareholders' funds, comprising share capital and reserves, grew to ₹799.47 lakh. Cash and cash equivalents improved significantly to ₹244.35 lakh from ₹90.38 lakh.

Consolidated Financial Results

For the consolidated entity, which includes subsidiaries such as ZNL Management LLP, Zsolt Ventures LLC, and Sancode Semi Pvt Ltd, net profit after tax for FY26 was ₹48.10 lakh, a decrease from ₹84.78 lakh in the prior year. Revenue from operations for the group increased to ₹1,576.01 lakh from ₹1,381.01 lakh in FY25. Total income for the year was ₹1,586.74 lakh against total expenses of ₹1,535.07 lakh.

The consolidated balance sheet indicated total assets of ₹1,036.29 lakh as of March 31, 2026, up from ₹831.20 lakh a year earlier. Cash and cash equivalents for the group rose to ₹291.30 lakh from ₹109.75 lakh.

Board Appointments

In addition to the financial results, the Board approved the re-appointment of Sanjana Shah as the Internal Auditor of the company for the financial year 2026-27 under section 138 of the Companies Act, 2013. Sanjana Shah is a Chartered Accountant with 10 years of experience at the company.

Key Financial Metrics (Consolidated)