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Sancode Technologies Limited Audit Report / Information 2026
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Audit Report / Information
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SANCODE TECHNOLOGIES LIMITED
CIN: L74900MH2016PLC280315 | Website: www.sancodetech.com
Reg. Office – 403, Shreya House, Parera Hill Road, Chakala, Andheri (East), Mumbai, MH, 400099 IN
Email id – [email protected] Contact No. – (022)49622853
Date: 30-05-2026
To,
The Manager,
BSE SME Platform
Department of Corporate Services
25th Floor, P.J. Towers, Dalal Street
Fort, Mumbai - 400 001
Scrip code: 543897
Reference: Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations')
Subject: Outcome of the meeting of Board of Directors pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Dear Sir/Madam,
Pursuant to Regulations 30 and 33 read with Schedule III and other applicable provisions of the SEBI Listing Regulations, we hereby inform you that the Board of Directors of the Company at their meeting held today, 30th May, 2026 has inter alia, approved:
- Audited Standalone and Consolidated financial results of the Company for the half year ended and Financial Year ended March 31, 2026
- Re-Appointment of Sanjana Shah as an Internal Auditor of the Company under section 138 of Companies Act, 2013 for the financial Year 2026-27;
Accordingly, we are enclosing herewith the following:
- Audited Standalone Financial Results of the Company for half year & financial year ended March 31, 2026.
- Auditor's Report on Audited Standalone and Consolidated Financial Results for the Half Year & Financial Year ended March 31, 2026 of the Company issued by the Statutory Auditors, M/s. R. T. Jain & Co. LLP, Chartered Accountants.
- Further, pursuant to Reg 33(3)(d) of the Listing Obligations, declaration with respect to the Audit Report with unmodified opinion on the Audited Standalone and Consolidated Financial Results of the Company for the Half-Year and Year ended March 31, 2026 has also been enclosed herewith.
The additional details required under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time read with SEBI Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 are enclosed as Annexure – I.
The Board Meeting commenced at 06:00 PM and concluded at 06:30 PM
SANCODE TECHNOLOGIES LIMITED
SANCODE TECHNOLOGIES LIMITED
CIN: L74900MH2016PLC280315 | Website: www.sancodetech.com
Reg. Office – 403, Shreya House, Parera Hill Road, Chakala, Andheri (East), Mumbai, MH, 400099 IN
Email id – [email protected] Contact No. – (022)49622853
The above is for your information and record.
Thanks, and regards,
FOR SANCODE TECHNOLOGIES LIMITED
MINIR DEEPAK VORA
DEEPAK
VORA
Deer. 2026.05.30
20:25:00 +05'30'
MIHIR DEEPAK VORA
MANAGING DIRECTOR
DIN: 08602271
SANCODE TECHNOLOGIES LIMITED
CIN: L74900MH2016PLC280315 | Website: www.sancodetech.com
Reg. Office – 403, Shreya House, Parera Hill Road, Chakala, Andheri (East), Mumbai, MH, 400099 IN
Email id – [email protected] Contact No. – (022)49622853
Annexure - I
Details as required under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 for the appointment of Internal Auditor of the Company:
| Sr. No. | Particulars | Details |
|---|---|---|
| 1. | Reason for change viz. Appointment resignation, removal, death or otherwise; | Re-Appointment of Sanjana Shah as an Internal Auditor of the Company for F.Y 2026-27. |
| 2. | Date of appointment (as applicable) & & term of appointment | w.e.f. 30^{th} May, 2026 |
| Term of Appointment: Sanjana Shah has been appointed as Internal Auditor of Company. | ||
| 3. | Brief profile (in case of appointment); | Sanjana Shah is Chartered Accountant and working in the Company from last 10 years with massive ability in controlling production, finance and accounting. |
| Proven working experience as Internal Auditor Advanced computer skills on MS Office, accounting software and databases, auditing standards and procedures, laws, rules and regulations. | ||
| 4. | Disclosure of relationships between directors (in case of appointment of a director). | Not applicable |
SANCODE TECHNOLOGIES LIMITED
CIN: L74900MH2016PLC280315 | Website: www.sancodetech.com
Reg. Office – 403, Shreya House, Parera Hill Road, Chakala, Andheri (East), Mumbai, MH, 400099 IN
Email id – [email protected] Contact No. – (022)49622853
Date: 30-05-2026
To,
The Manager,
BSE SME Platform
Department of Corporate Services
25th Floor, P.J. Towers, Dalal Street
Fort, Mumbai - 400 001
Scrip code: 543897
Reference: Regulation 30 and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations')
Sub: Declaration with respect to Audit Reports with un-modified opinion to the Audited Standalone and Consolidated Financial Results for the Financial Year ended on 31st March, 2026:
Dear Sir/Madam,
Pursuant to Regulations 33(3)(d) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended, it is hereby declared and confirmed that the Statutory Auditors of the Company M/s. R. T. Jain & Co. LLP, Chartered Accountants, Chartered Accountants (FRN - 103961W/W100182) have issued Audit Reports with unmodified opinion in respect of Standalone and Consolidated Financial Results for the Financial Year ended on 31st March, 2026.
The above is for your information and record
Thanks, and regards,
FOR SANCODE TECHNOLOGIES LIMITED
MIHIR
DEEPAK
VORA
Diplody signed by
MIHIR DEEPAK
VORA
Date: 2026.05.30
20:26:15 +05'30'
MIHIR DEEPAK VORA
MANAGING DIRECTOR
DIN: 08602271
CA
INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
Independent Auditor's Report on the Half-year and Year ended March 31, 2026 Audited Standalone Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
To Board of Directors of
Sancode Technologies Limited
Report on the audit of the Financial Results
Opinion
We have audited the half yearly and yearly financial results of Sancode Technologies Limited (hereinafter referred to as ‘the Company’) for the half-year and year ended March 31, 2026 (‘the Statement’), attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid statement:
(i) are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and
(ii) give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net profit/ (Loss) and other financial information for the half year ended March 31, 2026 and for the year ended March 31, 2026.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (‘SAs’) specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statement section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘the ICAI’) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Management’s Responsibilities for the Financial Statement
This Statement has been prepared on the basis of the annual audited financial statements and has been approved by the Company’s Board of Directors. The Company’s Board of Directors is responsible for the preparation and presentation of the Statement that gives a true and fair view of the net loss and other financial information of the Company in accordance with the accounting principles generally accepted in India, prescribed under Section 133 of the Act, read with relevant rules issued thereunder
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
CA INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Statement that gives a true and fair view and is free from material misstatement, whether due to fraud or error.
In preparing the Statement, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Statement
Our objectives are to obtain reasonable assurance about whether the Statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this statement.
As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the Statement, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to financial statements and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Conclude on the appropriateness of the management’s use of the going concern basis of accounting
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
CA
INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the Statement, including the disclosures, and whether the Statement represents the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
Other Matter
The Statement includes the financial results for the half year ended 31 March 2026, being the balancing figures between the audited figures in respect of the full financial year and the published unaudited year-to-date figures up to the first half of the current financial year, which were subject to limited review by us.
For R T Jain & Co LLP
Chartered Accountants
FRN: 103961W/W100182
(CA Bankim Jain)
Partner
Mem No -139447
UDIN: 26139447EQOHZN2635
Mumbai, May 30, 2026
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
SANCODE TECHNOLOGIES LIMITED
(CIN : U74900MH2016PLC280315)
Statement of Standalone Assets And Liabilities
(€ In Lakhs)
| Particulars | Audited | Audited |
|---|---|---|
| As at March 31, 2026 | As at March 31, 2025 | |
| EQUITY AND LIABILITIES | ||
| Shareholders Funds | ||
| Share Capital | 406.89 | 406.89 |
| Reserves & Surplus | 342.58 | 337.86 |
| Money received against share warrants | 150.00 | 0.00 |
| Current Liabilities | ||
| Short Term Borrowings | 0.00 | 0.00 |
| Trade Payables | ||
| -Due to Micro and Small Enterprises | 0.00 | 0.00 |
| -Due to Others | 0.00 | 0.00 |
| Other Current Liabilities | 10.50 | 7.49 |
| Short Term Provisions | 1.92 | 1.18 |
| TOTAL | 911.89 | 753.41 |
| ASSETS | ||
| Non Current Assets | ||
| Property, Plant and Equipments and Intangible Assets | ||
| -Property, Plant & Equipments | 1.07 | 0.18 |
| -Intangible Assets | 5.50 | 7.45 |
| Deferred Tax Assets (Net) | 47.45 | 47.45 |
| Non-current Investments | 165.35 | 164.35 |
| Other Non Current Assets | 95.51 | 120.51 |
| Current Assets | ||
| Trade Receivables | 30.60 | 26.64 |
| Cash and Cash Equivalents | 244.35 | 90.38 |
| Short Term Loans & Advances | 256.17 | 232.46 |
| Other Current Assets | 65.87 | 64.00 |
| TOTAL | 911.89 | 753.41 |
For and on behalf of Board of Directors
MIHIR VORA
(MANAGING DIRECTOR)
(DIN : 08602271)
MUMBAI, MAY 30, 2026
SANCODE TECHNOLOGIES LIMITED
(CIN: U74900MH2016PLC280315)
Statement of Standalone Financial Results for the year ended 31st March, 2026
(Rs. In Lakhs Except Per Share Data)
| Sr. No | Particulars | Half Year Ended | Year Ended | |||
|---|---|---|---|---|---|---|
| 31-Mar-2026 Audited | 30-Sep-2025 Unaudited | 31-Mar-2025 Audited | 2025-26 Audited | 2024-25 Audited | ||
| 1 | INCOME | |||||
| a) Revenue from Operations | 8.75 | 32.62 | 3.00 | 41.37 | 29.76 | |
| b) Other Income | 22.23 | 16.41 | 22.61 | 38.65 | 39.27 | |
| Total Income | 30.98 | 49.03 | 25.61 | 80.01 | 69.03 | |
| 2 | EXPENDITURE | |||||
| a) Employee Benefit Expense | 14.65 | 14.10 | 14.00 | 28.75 | 23.90 | |
| b) Finance Cost | 0.12 | 0.28 | 0.08 | 0.40 | 0.18 | |
| c) Depreciation and Amortization Expense | 1.05 | 1.00 | 0.97 | 2.05 | 1.95 | |
| d) Other Expenses | 24.97 | 17.20 | 17.85 | 42.18 | 36.69 | |
| Total Expenses (Sum of 2 (a) to (d)) | 40.79 | 32.59 | 32.90 | 73.38 | 62.71 | |
| 3 | Profit (+) / Loss (-) before prior items, extra-ordinary items, and tax (1-2) | (9.81) | 16.44 | (7.29) | 6.63 | 6.31 |
| 4 | Prior Period items | |||||
| 5 | Profit (+) / Loss (-) before extra-ordinary items, and tax (3-4) | (9.81) | 16.44 | (7.29) | 6.63 | 6.31 |
| 6 | Extra ordinary items | 0.00 | 0.00 | |||
| 7 | Profit (+) / Loss (-) before tax (5-6) | (9.81) | 16.44 | (7.29) | 6.63 | 6.31 |
| 8 | Tax Expenses | 0.00 | 0.00 | |||
| 9 | Net Profit (+) / Loss (-) after tax (7-8) | (9.81) | 16.44 | (7.29) | 6.63 | 6.31 |
| 10 | Paid Up Equity Share Capital (Face Value of Rs 10/- each) | 406.89 | 406.89 | 406.89 | 406.89 | 406.89 |
| 11 | Earning Per Share (EPS) | |||||
| a) Basic EPS | (0.24) | 0.40 | (0.18) | 0.16 | 0.16 | |
| b) Diluted EPS | (0.23) | 0.40 | (0.18) | 0.15 | 0.16 | |
| See accompanying notes to the Financial Results |
For and on behalf of Board of Directors
MIHIR VORA
(MANAGING DIRECTOR)
(DIN: 08602271)
MUMBAI, MAY 30, 2026
SANCODE TECHNOLOGIES LIMITED
(CIN : U74900MH2016PLC280315)
STATEMENT OF STANDALONE CASH FLOW
| Particulars | Audited | Audited |
|---|---|---|
| For the period ending March 31,2026 | For the period ending March 31,2025 | |
| Cash Flow From Operating Activities: | ||
| Net Profit before tax as per Profit And Loss A/c | 6.63 | 6.32 |
| Adjustments for: | ||
| Depreciation & Amortisation Expense | 2.05 | 1.95 |
| Finance Cost | 0.40 | 0.18 |
| Interest Income | (32.44) | (31.89) |
| Foreign Exchange Gain / (Loss) | (5.72) | 0.53 |
| Balance w/off | 0.12 | (0.54) |
| Gain on sale of Investment | - | (6.37) |
| Operating Profit Before Working Capital Changes | (28.95) | (29.81) |
| Adjusted for (Increase)/ Decrease in: | ||
| Trade Receivables | (3.96) | (11.61) |
| Short Term Loans and advances | (23.72) | (27.06) |
| Other Current & Non Current Assets | 28.84 | (30.86) |
| Short Term Provisions | 0.74 | (0.74) |
| Other Current Liabilities | 2.90 | (3.27) |
| Cash Generated From Operations Before Extra-Ordinary Items | (24.16) | (103.36) |
| Add:- Extra-Ordinary Items | - | - |
| Cash Generated From Operations | (24.16) | (103.36) |
| Net Income Tax (paid) / refunded | - | - |
| Net Cash Flow from/(used in) Operating Activities: (A) | (24.16) | (103.36) |
| Cash Flow From Investing Activities: | ||
| Purchase of Fixed Asset (including capital work in progress) | (1.00) | 0.00 |
| Loan given to subsidiary | - | 0.00 |
| Investments (purchased) / redeemed | (1.00) | 48.07 |
| Gain on sale of investment | - | 6.37 |
| Interest Income | 32.44 | 31.89 |
| Net Cash Flow from/(used in) Investing Activities: (B) | 30.44 | 86.32 |
| Cash Flow from Financing Activities: | ||
| Proceeds from issue of share warrants (net of issue expense) | 148.09 | - |
| Net Increase/(Decrease) in Short Term Borrowings | - | - |
| Finance Cost | (0.40) | (0.18) |
| Net Cash Flow from/(used in) Financing Activities ( C) | 147.69 | (0.18) |
| Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) | 153.97 | (17.22) |
| Cash & Cash Equivalents As At Beginning of the Year | 90.38 | 107.60 |
| Cash & Cash Equivalents As At End of the Year | 244.35 | 90.38 |
For and on behalf of Board of Directors
MUMBAI, MAY 30, 2026
Notes to Standalone Financial Results
1) The above Financial Results and Statement of Assets and Liabilities were reviewed by the Audit Committee and then approved by the Board of Directors at their respective meetings held on May 30, 2026.
2) The Results for the year ended 31st March, 2026 are reviewed by the statutory auditor of the company in compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3) The Earning Per Share (EPS) has been computed in accordance with the Accounting Standard on Earnings Per Share (AS 20).
4) The Company at its shareholder meeting held on 19th August, 2025 has approved to allot 11,11,111 convertible warrants for a cash consideration at an issue price of Rs 54/- per warrant including a premium of Rs 44/-. The warrant holder shall pay an amount equivalent to at least 25% of the price fixed per warrant in terms of the SEBI (ICDR) Regulations on or before the allotment of warrants. Upon exercise of the option of conversion of the warrants into Equity shares by the warrant holder, the price equivalent to 75% of the issue price per warrant shall be payable on exercising the right of conversion of warrants.
5) The Company at its shareholder meeting held on 25th March, 2026 has approved to allot 23,25,582 convertible warrants for a cash consideration at an issue price of Rs 172/- per warrant including a premium of Rs 162/-. The warrant holder shall pay an amount equivalent to at least 25% of the price fixed per warrant in terms of the SEBI (ICDR) Regulations on or before the allotment of warrants. Upon exercise of the option of conversion of the warrants into Equity shares by the warrant holder, the price equivalent to 75% of the issue price per warrant shall be payable on exercising the right of conversion of warrants.
6) The Status of Investor's Complaints during the year ended on 31st March, 2026 is as under
| Pending at the beginning of the above Period | NIL |
|---|---|
| Received during the above Period | NIL |
| Disposed during the above Period | NIL |
| Remaining unsovled as at the end of above Period | NIL |
7) Figures of Previous Year / Period have been regrouped/recast wherever necessary, in order to make them comparable.
8) The results for the year ended 31st March, 2026 are available on the Bombay Stock Exchange website (URL: www.bseindia.com) and also on the company's website (URL: www.sancodetech.com).
For and on behalf of Board of Directors
MIHIR VORA
(MANAGING DIRECTOR)
(DIN : 08602271)
MUMBAI, MAY 30, 2026
CA
INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
Independent Auditor's Report on the Half-yearly and Year ended March 31, 2026 consolidated Financial Results of the Company Pursuant to the Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
To
Board of Directors of
Sancode Technologies Limited
Report on the audit of the consolidated Financial Results
Opinion
We have audited the half yearly and consolidated annual financial results of Sancode Technologies Limited ("Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred to as "the Group") for the half year ended March 31, 2026 and for the year ended March 31, 2026, attached herewith, being submitted by the company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended ("Listing Regulations").
In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of reports of the other auditors on separate audited financial statements of the subsidiaries, these consolidated financial results:
i. include the annual financial results of the following entities:
| Name of Entity | Relationship | Country of Incorporation | % of ownership |
|---|---|---|---|
| ZNL Management LLP | Subsidiary | India | 99.99% |
| Zsolt Ventures LLC | Wholly owned subsidiary | United States of America | 100% |
| Sancode Semi Pvt Ltd (w.e.f 22 September 2025) | Subsidiary | India | 99.99% |
| Sanfin Technologies Pvt. Ltd | Subsidiary | India | 51% |
ii. are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regard; and
iii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Accounting Standards and other accounting principles generally accepted in India of the net profit/ (loss) and other financial information of the Group for the half year ended March 31, 2026 as well as for the year ended March 31, 2026.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ('SAs') specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the "Auditor's Responsibilities for the Audit of consolidated financial Results" section of our report. We are independent of the Group in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ('the ICAI') together with the ethical requirements that are relevant to our audit of the consolidated financial result under the provisions of the Act and the rules thereunder, and we
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
CA INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to in "Other Matter" paragraph below, is sufficient and appropriate to provide a basis for our opinion.
Management's Responsibilities for the Consolidated Financial Results
These consolidated financial results have been prepared on the basis of the consolidated financial result and have been approved by the Company's Board of Directors.
The Holding Company's Board of Directors is responsible for the preparation and presentation of the consolidated financial results that gives a true and fair view of the net profit and other financial information of the Company in accordance with the accounting principles generally accepted in India, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated financial results that gives a true and fair view and is free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial result by the Directors of the Holding Company, as aforesaid.
In preparing the consolidated financial result, the Holding Company's Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The respective Board of Directors/ management of the companies included in the Group, are responsible for overseeing the financial reporting process of the companies included in the Group.
Auditor's Responsibilities for the Audit of the Consolidated Financial Results
Our objectives are to obtain reasonable assurance about whether the consolidated financial result as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Standards on Auditing, specified under section 143(10) of the Act, will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial results.
As part of an audit in accordance with the Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
- Identify and assess the risks of material misstatement of the consolidated financial result, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
CA INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
- Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has in place adequate internal financial controls with reference to consolidated financial statements and the operating effectiveness of such controls.
- Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
- Conclude on the appropriateness of the management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial result or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
- Evaluate the overall presentation, structure and content of the consolidated financial result, including the disclosures, and whether the consolidated financial result represents the underlying transactions and events in a manner that achieves fair presentation.
- Obtain sufficient and appropriate audit evidence regarding the financial results/ financial information/ financial statements of the entities within the Group, to express an opinion on the consolidated financial result. We are responsible for the direction, supervision and performance of the audit of financial information of such entities included in the consolidated financial result, of which we are the independent auditors. For the other entities included in the consolidated financial result, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
We also performed procedures in accordance with SEBI Circular CIR/CFD/CMD1/44/2019 dated 29 March 2019, issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.
Other Matter
We did not audit the annual financial statements of two subsidiaries included in the consolidated financial result, whose financial information reflects total assets (before consolidation eliminations) of ₹ 352.31 lakhs as at March 31, 2026, total revenues (before consolidation eliminations) of ₹ 1,425.45 lakhs and total net profit / (loss) after tax (before consolidation eliminations) of ₹ 1.64 lakhs, for the year ended on that date, as considered in the consolidated financial result. These annual financial statements have been audited by other auditors whose audit report has been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
CA
INDIA
R. T. JAIN & CO LLP
CHARTERED ACCOUNTANTS
respect of the subsidiary is based solely on the audit report of such other auditors, and the procedures performed by us as stated in paragraph 11 above. Our opinion, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based on the audit report of other auditors. Our opinion is not modified in respect of this matter with respect to our reliance on the work done by and the reports of the other auditors.
We did not audit the annual financial statements of 2 subsidiaries included in the consolidated financial result, whose financial information reflects total assets (before consolidation eliminations) of ₹ 213.98 lakhs as at March 31, 2026, total revenues (before consolidation eliminations) of ₹ 115.20 lakhs and total net profit after tax (before consolidation eliminations) of ₹ 39.83 lakhs, for the year ended on that date, as considered in the consolidated financial result. These annual financial statements are unaudited and have been furnished to us by the management, and our opinion in so far as it relates to the amounts and disclosures included in respect of these subsidiaries is based solely on the unaudited financial information/ financial statements. In our opinion and according to the information and explanation given to us by the management, these unaudited financial statement / financial information, as applicable are not material to the Group.
The consolidated financial result includes the consolidated financial results for the half year ended March 31, 2026, being the balancing figures between the audited figures in respect of the full financial year and the unaudited year-to-date figures up to the six months of the current financial year, which were subjected to a limited review by us, as required under the Listing Regulations.
For R T Jain & Co LLP
Chartered Accountants
FRN: 103961W/W100182
(CA Bankim Jain)
Partner
Mem No -139447
UDIN: 26139447XMZEOM9224
Mumbai, May 30, 2026
B/404, Trade World, Kamla City, Lower Parel, Mumbai - 400 013 Tel : 022-49687223 / 35251439
www.rtjainandco.com Email : [email protected]
SANCODE TECHNOLOGIES LIMITED
(CIN : U74900MH2016PLC280315)
Statement of Consolidated Assets And Liabilities
Rs. In lacs
| Particulars | Audited | Audited |
|---|---|---|
| As at March 31, 2026 | As at March 31, 2025 | |
| EQUITY AND LIABILITIES | ||
| Shareholders Funds | ||
| Share Capital | 406.89 | 406.89 |
| Reserves & Surplus | 205.54 | 146.50 |
| Minority Interest | - | - |
| Money Received Against Share Warrant | 150.00 | - |
| Non Current Liabilities | ||
| Long Term Borrowings | 84.10 | 100.50 |
| Long Term Provisions | 3.85 | 2.25 |
| Current Liabilities | ||
| Short Term Borrowings | 100.54 | 45.87 |
| Trade Payables | ||
| Due to Micro and Small Enterprises | - | - |
| Due to Others | 36.03 | 32.17 |
| Other Current Liabilities | 46.12 | 93.67 |
| Short Term Provisions | 3.23 | 3.35 |
| TOTAL | 1,036.29 | 831.20 |
| ASSETS | ||
| Non Current Assets | ||
| Property, Plant and Equipments and Intangible Assets | ||
| -Property, Plant and Equipments | 4.08 | 4.62 |
| -Intangible Assets | 7.94 | 11.89 |
| -Intangible Assets - Goodwill on Consolidation | 2.53 | 2.53 |
| Deferred Tax Assets (Net) | 81.56 | 85.07 |
| Non-current Investments | 137.10 | 120.86 |
| Other Non Current Assets | 95.51 | 131.97 |
| Current Assets | ||
| Trade Receivables | 39.39 | 36.45 |
| Cash and Cash Equivalents | 291.30 | 109.75 |
| Short Term Loans & Advances | 81.59 | 101.73 |
| Other Current Assets | 295.28 | 226.33 |
| TOTAL | 1,036.29 | 831.20 |
For and on behalf of Board of Directors
MUMBAI, MAY 30, 2026
MIHIR VORA
( MANAGING DIRECTOR)
(DIN : 08602271)
SANCODE TECHNOLOGIES LIMITED
(CIN: U74900MH2016PLC280315)
Statement of Consolidated Financial Results for the year ended 31st March, 2026
| Sr. No | Particulars | Half Year Ended | Year Ended | |||
|---|---|---|---|---|---|---|
| 31-Mar-2026 Audited | 30-Sep-2025 UnAudited | 31-Mar-2025 Audited | 2025-26 Audited | 2024-25 Audited | ||
| 1 | INCOME | |||||
| a) Revenue from Operations | 830.42 | 745.59 | 804.94 | 1,576.01 | 1,381.01 | |
| b) Other Income | 9.28 | 1.44 | 38.30 | 10.72 | 42.86 | |
| Total Income | 839.71 | 747.03 | 843.25 | 1,586.74 | 1,423.87 | |
| 2 | EXPENDITURE | |||||
| a) Employee Benefit Expense | 108.53 | 93.60 | 61.40 | 202.13 | 185.55 | |
| b) Finance Cost | 1.18 | 0.49 | 0.26 | 1.67 | 0.92 | |
| c) Depreciation and Amortization Expense | 2.69 | 3.16 | 3.88 | 5.84 | 8.78 | |
| d) Other Expenses | 651.23 | 674.20 | 633.73 | 1,325.43 | 1,181.46 | |
| Total Expenses (Sum of 2 (a) to (d)) | 763.62 | 771.45 | 699.28 | 1,535.07 | 1,376.71 | |
| 3 | Profit (+) / Loss (-) before prior items, extra-ordinary items, and tax (1-2) | 76.09 | (24.42) | 143.97 | 51.67 | 47.16 |
| 4 | Prior Period items | |||||
| 5 | Profit (+) / Loss (-) before extra-ordinary items, and tax (3-4) | 76.09 | (24.42) | 143.97 | 51.67 | 47.16 |
| 6 | Extra ordinary items | - | - | - | - | - |
| 7 | Profit (+) / Loss (-) before tax (5-6) | 76.09 | (24.42) | 143.97 | 51.67 | 47.16 |
| 8 | Tax Expenses | 16.77 | (13.21) | (37.62) | 3.57 | (37.62) |
| 9 | Net Profit (+) / Loss (-) after tax (7-8) | 59.32 | (11.22) | 181.58 | 48.10 | 84.78 |
| 10 | Profit / (loss) attributable to Parent | 35.89 | 10.73 | 99.52 | 46.62 | 49.13 |
| Profit / (loss) attributable to Non Controlling Interest | 23.43 | (21.95) | 82.06 | 1.48 | 35.65 | |
| Paid Up Equity Share Capital (Face Value of Rs 10/- each) | 406.89 | 406.89 | 406.89 | 406.89 | 406.89 | |
| 11 | Earning Per Share (EPS) | |||||
| a) Basic and Diluted EPS - Total | ||||||
| Basic EPS | 1.46 | (0.28) | 4.46 | 1.18 | 2.08 | |
| Diluted EPS | 1.38 | (0.28) | 4.46 | 1.12 | 2.08 | |
| b) Basic and Diluted EPS - Attributable to Parent | ||||||
| Basic EPS | 0.88 | 0.26 | 2.45 | 1.15 | 1.21 | |
| Diluted EPS | 0.83 | 0.26 | 2.45 | 1.08 | 1.21 | |
| See accompanying notes to the Financial Results |
For and on behalf of Board of Directors
MUMBAI, MAY 30, 2026
SANCODE TECHNOLOGIES LIMITED
STATEMENT OF CONSOLIDATED CASH FLOW
(Amount in Rs. lakhs)
| Particulars | For the year ended March 31, | For the year ended March 31, |
|---|---|---|
| 2026 | 2025 | |
| Cash Flow From Operating Activities: | ||
| Net Profit before tax as per Profit And Loss A/c | 51.67 | 47.16 |
| Adjustments for: | - | - |
| Depreciation & Amortisation Expense | 5.84 | 8.78 |
| Finance Cost | 1.67 | 0.92 |
| Interest Income | (2.19) | (7.03) |
| Increase / (decrease) in Foreign Currency Translation Reserve | 7.13 | (7.72) |
| Balance Written off | 0.47 | 0.16 |
| Effect of Joint Venture Entity conversion to Subsidiary due to Step Acquisition | - | (150.03) |
| Gain on Derecognition of subsidiary | - | (33.68) |
| Operating Profit Before Working Capital Changes | 64.59 | (141.44) |
| Adjusted for (Increase)/ Decrease in: | ||
| Trade Receivables | (3.18) | (1.91) |
| Short Term Loans and advances | 20.13 | 65.97 |
| Other Current & Non Current Assets | (26.77) | (194.58) |
| Trade Payables | 3.76 | 1.20 |
| Short Term & Long Term Provisions | 1.42 | (4.80) |
| Other Current & Non Current Liabilities | (47.67) | 24.32 |
| Cash Generated From Operations Before Extra-Ordinary Items | 12.27 | (251.23) |
| Add:- Extra-Ordinary Items | - | - |
| Cash Generated From Operations | 12.27 | (251.23) |
| Net Income Tax (paid) / refunded | - | - |
| Net Cash Flow from/(used in) Operating Activities: (A) | 12.27 | (251.23) |
| Cash Flow From Investing Activities: | ||
| Purchase of Fixed Asset (including capital work in progress) | (1.35) | (0.95) |
| Investments (purchased) / redeemed | (16.24) | 47.18 |
| Gain on Derecognition of subsidiary | - | 33.68 |
| Interest Income | 2.19 | 7.03 |
| Net Cash Flow from/(used in) Investing Activities: (B) | (15.41) | 86.94 |
| Cash Flow From Financing Activities: | ||
| Proceeds from issue of share warrants (net of issue expense) | 148.09 | - |
| Net Increase/(Decrease) in Short Term Borrowings | 54.67 | 45.79 |
| Net Increase/(Decrease) in Long Term Borrowings | (16.40) | 62.94 |
| Finance Cost | (1.67) | (0.92) |
| Net Cash Flow from/(used in) Financing Activities ( C) | 184.69 | 107.81 |
| Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) | 181.55 | (56.48) |
| Cash & Cash Equivalents As At Beginning of the Year | 109.75 | 166.23 |
| Cash & Cash Equivalents As At End of the Year | 291.30 | 109.75 |
For and on behalf of Board of Directors
MUMBAI, MAY 30, 2026
MIHIR VORA
(MANAGING DIRECTOR)
Notes to Consolidated Financial Results
1) The above Financial Results and Statement of Assets and Liabilities were reviewed by the Audit Committee and then approved by the Board of Directors at their respective meetings held on May 30, 2026.
2) The Results for the year ended 31st March 2026 are reviewed by the statutory auditor of the company in compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3) These financial results have been prepared in accordance with the recognition and measurement principles of Accounting Standards ("AS") prescribed section 133 of the Companies Act 2013 (the "Act") read with relevant rules issued thereunder and the other accounting principles generally accepted in India.
4) The Earning Per Share (EPS) has been computed in accordance with the Accounting Standard on Earnings Per Share (AS 20).
5) The Company has incorporated a Subsidiary Sancode Semi Pvt Ltd. On 22nd September 2025.
6) At the shareholders' meeting of Sancode Technologies Ltd held on 19th August, 2025 has approved to allot 11,11,111 convertible warrants for a cash consideration at an issue price of Rs 54/- per warrant including a premium of Rs 44/-. The warrant holder shall pay an amount equivalent to at least 25% of the price fixed per warrant in terms of the SEBI (ICDR) Regulations on or before the allotment of warrants. Upon exercise of the option of conversion of the warrants into Equity shares by the warrant holder, the price equivalent to 75% of the issue price per warrant shall be payable on exercising the right of conversion of warrants.
7) At the shareholders' meeting of Sancode Technologies Ltd held on 25th March, 2026 has approved to allot 23,25,582 convertible warrants for a cash consideration at an issue price of Rs 172/- per warrant including a premium of Rs 162/-. The warrant holder shall pay an amount equivalent to at least 25% of the price fixed per warrant in terms of the SEBI (ICDR) Regulations on or before the allotment of warrants. Upon exercise of the option of conversion of the warrants into Equity shares by the warrant holder, the price equivalent to 75% of the issue price per warrant shall be payable on exercising the right of conversion of warrants.
8) Results of the following entities have been included:
| Name of the Entity | Relationship | Country of Incorporation | % of Holding |
|---|---|---|---|
| ZNL Management LLP | Subsidiary | India | 99.99% |
| Zsolt ventures LLC | Wholly owned Subsidiary | United States of America | 100% |
| Sanfin Technologies Pvt Ltd | Subsidiary | India | 51% |
| Sancode Semi Pvt Ltd (w.e.f 22 September 2025) | Subsidiary | India | 99.99% |
9) Figures of Previous Year / Period have been regrouped/recast wherever necessary, in order to make them comparable.
10) The results for the year ended March 31, 2026 are available on the Bombay Stock Exchange website (URL: www.bseindia.com) and also on the company's website (URL: www.sancodetech.com).
For and on behalf of Board of Directors
MUMBAI, MAY 30, 2026
Mihir Vora
Managing Director
DIN: 08602271