Sancode Technologies Limited has successfully completed the allotment of convertible warrants following its board meeting held on December 13, 2025. The company had earlier received in-principle approval from BSE for this preferential issue, and has now executed the allotment as per the approved terms. Subsequently, both ZNL Startup Accelerator LLP and Northstar Opportunities Fund VCC have filed mandatory substantial acquisition disclosures under SEBI regulations on December 16, 2025.

Board Meeting Outcome and Allotment Details

The board of directors, in their meeting held on December 13, 2025 (11:00 AM to 11:40 AM), approved the allotment of convertible warrants on a preferential basis. The allotment was conducted pursuant to the special resolution passed in the Extraordinary General Meeting held on August 19, 2025, and following receipt of in-principle approval from BSE dated November 28, 2025.

Substantial Acquisition Disclosure Filings

Both allottees have filed substantial acquisition disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosures were submitted to BSE on December 16, 2025, detailing the acquisition of convertible warrants through preferential allotment.

ZNL Startup Accelerator Holdings

Northstar Opportunities Fund Holdings

Northstar Opportunities Fund VCC - Lighthouse Capital Incorporated VCC Sub-Fund has acquired 6,66,667 convertible warrants, representing 12.87% of the diluted share capital. The fund has confirmed that this investment has been made through the Foreign Direct Investment (FDI) route.

Allottee Details and Shareholding Impact

The warrants have been allotted to both promoter and non-promoter categories:

*Assuming full conversion of warrants

Conversion Terms and Regulatory Framework

The convertible warrants come with an 18-month conversion period from the date of allotment and can be exercised in one or more tranches upon receipt of the remaining consideration amount. The allotment has been conducted in strict compliance with Companies Act 2013, SEBI ICDR Regulations 2018, and SEBI LODR Regulations 2015.

Financial Impact and Capital Structure

The company has received Rs. 1.50 crores as the minimum subscription amount, with the remaining Rs. 4.50 crores to be received upon conversion. The equity share capital will expand from 40,68,867 shares to 51,79,978 shares upon full conversion of all warrants, representing a significant capital infusion to support the company's growth initiatives.

Sancode Technologies Limited has issued a corrigendum to its Extraordinary General Meeting (EGM) notice, providing additional details on its proposed issuance of convertible warrants worth Rs 5.99 crore. The company aims to expand its operations into new-age technologies, including semiconductors and artificial intelligence.

Key Points of the Corrigendum

1. Warrant Issue: The company plans to issue 11,11,111 convertible warrants on a preferential basis.

2. Fund Utilization: The funds raised will be allocated as follows:

3. Technology Focus: The company intends to venture into semiconductor design and packaging, as well as explore opportunities in Artificial Intelligence Technologies.

4. Contingency Plan: In case of delays or non-approval for the semiconductor project, the funds will be redirected towards other new-age technology products and services, including AI, Machine Learning, Data Science, and Cloud Computing technologies.

Semiconductor (OSAT) Project Details

• Sancode Technologies is progressing with plans to establish a semiconductor chip testing and packaging (OSAT) plant.
• The company has engaged BBS R & Associates LLP (KPMG) and Feedback Advisory for technical feasibility and project report preparation.
• An application has been submitted to the Government of Odisha under its Semiconductor and IT Manufacturing Promotion Policy.

Joint Venture and Collaborations

• A wholly-owned subsidiary, Sancode Semi Pvt Ltd, has been incorporated as the project SPV.
• The company has signed an MOU with Silicon Connect SDN BHD for technical collaboration and know-how transfer.
• Negotiations are ongoing with a Malaysian semiconductor company and an Indian EMS manufacturer for potential joint venture and investment partnerships.

E-Voting Details

• Remote e-voting facility will be available from November 20, 2025 (9:00 A.M. IST) to November 21, 2025 (5:00 P.M. IST).
• Shareholders holding shares as of November 14, 2025, can participate in the e-voting process.
• M/s. Dilip Swarnkar & Associates will act as the scrutinizer for the e-voting process.

This corrigendum provides shareholders with more comprehensive information about the company's expansion plans and the utilization of funds from the proposed warrant issue. Investors should carefully consider these details before making any investment decisions.