Trinity Gate LLC, a Delaware-based entity, has acquired a 19.99% stake in Sancode Technologies by converting warrants into equity shares. The transaction, finalized on July 24, 2026, involved the allotment of 14,90,387 equity shares to Trinity Gate, marking a significant shift in the company’s ownership structure. This move brings a new major shareholder into the fold, distinct from the existing promoter group, and alters the diluted voting capital landscape for the Mumbai-based technology firm.

The acquisition was executed through a preferential issue mechanism, as disclosed in filings submitted to the Bombay Stock Exchange (BSE) under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Unlike the concurrent conversion by promoter entities Khushboo Jain and Aneka LLC, Trinity Gate is not part of the promoter group. The filing, dated July 28, 2026, confirms that Trinity Gate held no prior interest in Sancode Technologies before this transaction.

Acquisition Details

The conversion expanded Sancode Technologies’ equity share capital from 51,79,978 shares to 74,55,560 shares, each with a face value of ₹10. Post-conversion, Trinity Gate holds 14,90,387 shares, representing 19.99% of the total voting capital and 19.86% of the diluted voting capital. The remaining 50,000 warrants held by the promoter group represent 0.66% of the diluted capital. The total diluted share/voting capital of the company stands at 75,05,560 equity shares.

Regulatory Compliance

The disclosure was made in compliance with SEBI’s takeover regulations, requiring substantial acquirers to report changes in shareholding. The filing explicitly states that Trinity Gate does not belong to the promoter or promoter group of Sancode Technologies, distinguishing this transaction from the internal consolidation by promoters. PAN numbers for all persons acting in concert (PACs) were included in the annexure submitted to the BSE. The filing references Regulation 31 of the SEBI (LODR) Regulations, 2015, for determining total share capital.

What the Numbers Show

The entry of Trinity Gate LLC as a nearly 20% shareholder introduces a new dynamic to Sancode Technologies’ corporate governance. While the promoter group retains majority control with a 56.09% voting stake, the presence of a significant non-promoter institutional or strategic holder may influence board decisions and strategic direction. The simultaneous conversion of warrants by both promoters and Trinity Gate suggests a coordinated capital restructuring, potentially aimed at reducing overhang from convertible instruments while bringing in fresh strategic alignment. Investors should monitor future disclosures for any agreements between Trinity Gate and the promoter group regarding voting rights or board representation.

Sancode Technologies Ltd disclosed a preferential allotment of equity shares and convertible warrants to its promoter group, increasing their holding in the company. The allotment comprised 4,44,444 equity shares and 8,35,195 convertible warrants, as per the filing submitted to BSE Ltd under Regulation 29(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The transaction was executed on May 16, 2026, for shares and July 16, 2026, for warrants. The filing confirms that the acquirers belong to the promoter and promoter group of the target company.

The equity share capital of Sancode Technologies Ltd before the acquisition stood at 40,68,867 shares of ₹10 face value each. Following the allotment of shares, the total equity share capital increased to 51,79,978 shares. The total diluted share capital, assuming full conversion of the outstanding warrants, stands at 75,05,560 equity shares. The warrants entitle the acquirer to receive shares carrying voting rights upon conversion. The authorized signatory for the disclosure was Khushboo Jain.

Acquisition Details

The disclosure provides a breakdown of the holding before and after the acquisition. The promoter group, including Khushboo Jain, Aneka LLC, ZNL Startup Accelerator LLP, and Persons Acting in Concert (PAC) Amit Vijay Jain and Mihir Deepak Vora, acquired the securities. The acquisition details are as follows:

Acquirer Information

The acquirers include Khushboo Jain, Aneka LLC, ZNL Startup Accelerator LLP, Amit Vijay Jain, and Mihir Deepak Vora. The Permanent Account Numbers (PAN) for the acquirers are AHJPJ1176G, ABFCA0619N, AACFZ2340Q, ADZPJ9252H, and AHVPV1399M respectively. The disclosure was submitted to the Department of Corporate Services at BSE Limited on July 20, 2026.