Moschip Technologies Ltd

Financial results

• Unaudited consolidated and standalone results approved for quarter ended 30 June 2026.
• Ind AS-compliant; limited review by S.T. Mohite & Co.; unmodified reports.

ESOP grant

• NRC granted 357,000 ESOPs under existing MosChip schemes.
• Vesting per existing terms; exercise period four years.

Mergers and corporate actions

• NCLT approved merger of Softnautics with MosChip; pooling of interests.
• Appointed date 04-Apr-2025; comparatives restated per pooling.

Regulatory disclosures

• Unaudited results uploaded to MosChip website and NSE/BSE portals.

Meeting Details

• Date: 24 July 2026; time and venue not disclosed.

Key Agenda Items

• Approval of unaudited standalone and consolidated financial results for quarter ended 30 June 2026.

Other Notes

• Trading window remains closed for designated persons and relatives until 48 hours after information is submitted.

Dematerialisation/rematerialisation status

• RTA KFin certifies dematerialisation/rematerialisation details for quarter ended 30 June 2026 were furnished to all exchanges.
• Certificate confirms the details were furnished to all stock exchanges where MOSCHIP is listed.
• Issuance of the certificate was by KFIN Technologies Limited as Registrar and Share Transfer Agent.
• This filing documents compliance with Regulation 74(5) for the quarter ended June 2026.

EGM postponed

• EGM scheduled for 12 May 2026 was postponed.
• Postponement followed Supreme Court directions in promoter-related proceedings.
• Company said it is not a party to the litigation.

Supreme Court status quo

• Status quo relates to acquisition of 73% of Vayavya Labs Private Limited.
• Dispute involves promoter-related persons and Ras Al Khaimah Investment Authority.
• Company reported no immediate financial or operational impact.

Acquisition

• MosChip approved acquisition of 73% controlling stake in Vayavya Labs.
• Total consideration is ₹245.49 crore under the share purchase agreement.
• Payment includes ₹148.52 crore cash and ₹96.97 crore through swap shares.
• Remaining 27% stake will be acquired after 31 March 2028, linked to performance.

Strategic impact

• Acquisition expands MosChip's software-led product engineering business.
• Combined headcount will exceed 2,000 employees.
• MosChip gains delivery presence across six locations, including Silicon Valley.
• Deal adds embedded software, virtualization, verification, and validation capabilities.

Financial and business profile

• Vayavya Labs is described as EBITDA-accretive with consistent operating performance.
• Company reported strong revenue growth over the last five years.
• Forex revenue outpaced INR revenue in FY2025-26, indicating global growth opportunity.
• Turnkey and fixed-price contracts support recurring revenue and operating margins.

Governance

• Board approved the proposed acquisition on 16 April 2026.
• Majority of Vayavya Labs promoters will continue managing the business for several years.

Preferential equity issue

• 50,50,686 equity shares of face value ₹2 each will be issued.
• Issue price is ₹192 per share, aggregating ₹96.97 crore.
• Issue is preferential, for non-cash consideration, under SEBI ICDR Regulations.

Allottees

• Shares will be allotted to 67 selling shareholders of Vayavya Labs Private Limited.
• Allottees include individuals, LLPs, and companies; list provided in annexure.
• Post-allotment holding of allottees totals 2.54% of MosChip equity.

Acquisition consideration

• MosChip will acquire 73% of Vayavya Labs Private Limited for ₹245.49 crore.
• Consideration comprises ₹148.52 crore cash and ₹96.97 crore through swap shares.
• Remaining 27% will be acquired after 31 March 2028, linked to performance.

Target entity

• Vayavya Labs Private Limited operates in semiconductors, consumer electronics, and automotive connectivity.
• VLPL reported provisional FY26 turnover of ₹83 crore.
• VLPL has a wholly owned US subsidiary, Vayavya Labs Inc.

Approvals and timing

• Transaction requires shareholder approval, stock exchange in-principle approval, and RBI approval.
• Acquisition completion is targeted within 15 days after required approvals and shareholder approval.
• An EGM is scheduled for 12 May 2026 to approve the preferential issue.