Key Decisions and Approvals

1. Financial Results Approval

The Board reviewed and approved the unaudited financial results (Standalone & Consolidated) for the quarter and half-year ended 30th September 2026.

  • The results were reviewed by the Audit Committee and Statutory Auditors, M/s. S. T. Mohite & Co., Chartered Accountants.
  • A limited review report was issued by the auditors.
  • The results have been prepared in compliance with Indian Accounting Standards (Ind-AS).
  • Extract of results will be published in English and Telugu newspapers.

2. ESOP Grant

The Nomination & Remuneration Committee granted 95,496 Employee Stock Options to eligible employees under existing schemes.

  • Each option is convertible into one equity share of face value ₹2.
  • The options vest as per the existing scheme schedule.
  • The exercise period is within 4 years from the date of vesting.
  • There is no lock-in period under the plan.

3. Acquisition of Vayavya Labs Private Limited (VLPL)

The Board approved the acquisition of 73% of the paid-up share capital of Vayavya Labs Private Limited.

  • Total Consideration: ₹266.71 crores
  • Payment Structure: ₹154.52 crores in cash (from internal accruals) and ₹112.19 crores through issuance of equity shares (share swap).
  • Share Swap Details: Issuance of 50,50,686 equity shares of face value ₹2 each at an issue price of ₹222.14 per share to the selling shareholders of VLPL on a preferential basis.
  • The remaining 27% shareholding will be acquired after 31st March 2028, with valuation linked to VLPL's business performance.
  • A Shareholders' Agreement (SHA) will be executed with the shareholders of VLPL for the future acquisition.

4. Preferential Issue and EGM

The issuance and allotment of the swap shares is subject to shareholder and regulatory approvals.

  • An Extraordinary General Meeting (EGM) is scheduled for 25th November 2026 to seek shareholder approval for the preferential issue.

Financial Performance (Consolidated)

Income Statement Highlights (Amounts in ₹ lakhs)

| Particulars | Quarter Ended 30-Sep-26 | Quarter Ended 30-Jun-26 | Quarter Ended 30-Sep-25 | Half Year Ended 30-Sep-26 | Half Year Ended 30-Sep-25 | Year Ended 31-Mar-26 |

| Total Income | 11,993.79 | 11,845.08 | 14,813.69 | 23,838.87 | 28,443.87 | 59,062.84 |

| Net Profit/(Loss) before tax & exceptional item | (2,888.22) | 365.65 | 1,247.92 | (2,522.57) | 2,395.73 | 4,158.10 |

| Net Profit/(Loss) for the period (after tax) | (3,040.22) | 244.67 | 1,204.14 | (2,795.55) | 2,296.62 | 3,520.43 |

| Total Comprehensive Income | (2,986.90) | 376.35 | 1,245.83 | (2,610.55) | 2,323.61 | 3,768.33 |

| Basic EPS (₹) | (1.56) | 0.13 | 0.63 | (1.44) | 1.19 | 1.83 |

| Diluted EPS (₹) | (1.56) | 0.12 | 0.60 | (1.44) | 1.13 | 1.75 |

Balance Sheet Highlights (Consolidated, as of 30-Sep-2026)

  • Total Assets: ₹65,521.64 lakhs
  • Equity Share Capital: ₹3,899.72 lakhs
  • Other Equity: ₹36,490.26 lakhs
  • Total Equity: ₹40,389.98 lakhs

Segment Reporting (Consolidated)

  • Silicon Engineering Solutions Revenue: ₹10,260.96 lakhs (Q2 FY26)
  • Product Engineering Solutions Revenue: ₹1,647.36 lakhs (Q2 FY26)
  • Total Revenue from Operations: ₹11,908.32 lakhs (Q2 FY26)

Key Explanations for Financial Performance

High Complex ASIC Project Costs

The company incurred additional costs on a high complex turnkey ASIC project at an advanced stage of execution.

  • Costs include escalations beyond company control and scope upgrades requested by the customer.
  • The company is in active discussions with the customer for reimbursement of costs related to scope upgrades.
  • The treatment of these costs is in accordance with relevant Ind AS.
  • The company believes handling such projects strengthens its position in the turnkey ASIC business.

Merger of Subsidiaries

Vide order dated 25th March 2026, the NCLT approved the scheme of amalgamation for the merger of wholly-owned subsidiaries Softnautics Inc and Softnautics Private Limited with MosChip Technologies Limited.

  • The appointed date is 4th April 2025.
  • The scheme has been accounted for under the "Pooling of Interests Method" as per Appendix C of Ind AS 103.
  • Prior period numbers have been restated accordingly.

Vayavya Labs Acquisition Details

Target Company Profile

  • Name: Vayavya Labs Private Limited (VLPL)
  • Incorporation: 28th July 2006 in Belagavi, Karnataka
  • Business: Semiconductors, Consumer Electronics, Mobility/Automotive, Communication & Connectivity
  • Paid-up Capital: ₹67,97,900 (6,79,090 equity shares of ₹10 each)
  • FY26 Turnover: ₹82.71 crores
  • Subsidiary: Vayavya Labs Inc in California, USA (wholly-owned)

Acquisition Rationale

  • Significantly strengthens MosChip's software-led engineering capabilities
  • Helps top-line growth and EBITDA improvement
  • Moves the company up the value chain in Product Engineering Solutions
  • Enables geographical expansion and business diversification
  • VLPL is an EBITDA-accretive business with consistent operating track record

Regulatory Approvals Required

  • In-principle approval from stock exchanges
  • Approval from Reserve Bank of India (RBI)
  • Other regulatory approvals as required

Expected Completion Timeline

Within 15 days from receipt of all approvals or shareholder approval date, whichever is later.

ESOP Grant Details

  • Number of Options: 95,496
  • Face Value: ₹2 per share
  • Vesting Schedule: As per existing MosChip Stock Options Schemes
  • Exercise Period: Within 4 years from vesting date
  • Pricing Formula: As per existing schemes

Meeting Details

  • Commencement: 7:00 PM IST
  • Conclusion: 9:30 PM IST
  • Mode: Video conference at registered office

Annexures

  • Annexure A: Unaudited Financial Results and Limited Review Report
  • Annexure B: ESOP grant disclosure
  • Annexure C: VLPL acquisition disclosure
  • Annexure D: Preferential issue disclosure (including list of 69 allottees)