Sancode Technologies Limited has secured a major regulatory milestone for its semiconductor expansion plans, with its subsidiary receiving government approval for a substantial manufacturing project in Odisha.

Government Approval Details

Sancode Semi Private Limited, a subsidiary of Sancode Technologies Limited, has received in-principal approval from the High-Level Clearance Authority (HLCA) of the Odisha State Government for establishing an OSAT (Outsourced Semiconductor Assembly and Test) Unit. The facility will be located in Khordha district in the state of Odisha.

Investment and Financial Commitment

The proposed OSAT project involves a total capital expenditure of approximately ₹1,650 crore, which will be incurred over the project implementation period. This substantial investment underscores the company's commitment to expanding its presence in the semiconductor manufacturing sector.

Regulatory Compliance Requirements

The approval has been granted subject to specific conditions that must be fulfilled by the company:

• Compliance with standard conditions mentioned in the approval documents
• Obtaining applicable statutory approvals and clearances
• Securing necessary regulatory permissions
• Meeting other required approvals as specified by authorities

Strategic Significance

This project represents a significant milestone in Sancode Technologies' strategic expansion into the semiconductor manufacturing ecosystem. The initiative aligns with the Government of Odisha's broader objectives aimed at strengthening domestic semiconductor manufacturing capabilities and developing related infrastructure within the state.

The company disclosed this information in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing stakeholders with updates on the current project status. The announcement was made on February 2nd, 2026, and signed by Managing Director Mihir Deepak Vora.

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.