MosChip Technologies Limited has announced a significant strategic acquisition, with its board of directors approving the purchase of a 73% stake in Vayavya Labs Private Limited for ₹245.49 crores. The transaction, approved during a board meeting held on April 16, 2026, represents a major step in strengthening the company's software engineering capabilities and expanding its global footprint.

Board Meeting Outcome and Regulatory Compliance

The board meeting, which commenced at 8:00 a.m. and concluded at 11:55 a.m. on April 16, 2026, approved the comprehensive acquisition structure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has informed both BSE (Scrip code: 532407) and NSE (Scrip Symbol: MOSCHIP) about the transaction outcome.

Acquisition Structure and Financial Details

The acquisition follows a hybrid payment structure combining cash and equity components:

As part of the share swap arrangement, MosChip will issue 50,50,686 equity shares of face value ₹2 each at ₹192 per share to 67 selling shareholders of Vayavya Labs. The issue price has been determined in accordance with SEBI ICDR Regulations 2018.

Target Company Profile and Performance

Vayavya Labs Private Limited, incorporated on July 28, 2006 in Belagavi, Karnataka, operates in the semiconductors, consumer electronics, and automotive communication sectors. The company has demonstrated strong financial performance with consistent revenue growth:

Vayavya Labs specializes in embedded systems, virtualization, and verification technologies, with particular expertise in Hardware-Software Interface methodologies. The company serves global clients through development centers in Bengaluru and Belagavi, India, with presence in the United States, Europe, Israel, and Japan. It also operates a wholly-owned subsidiary, Vayavya Labs Inc, in California, USA.

Strategic Benefits and Business Impact

The acquisition is expected to deliver multiple strategic advantages for MosChip Technologies:

• Significantly strengthens software-led engineering capabilities
• Enhances top-line growth and EBITDA performance
• Enables progression up the value chain in Product Engineering Solutions
• Provides geographical expansion and business diversification opportunities

Vayavya Labs operates with a delivery model characterized by a significant share of turnkey and fixed-price contracts, particularly in complex and long-duration engineering programs. This approach strengthens customer retention, recurring revenue streams, and sustainable operating margins.

Regulatory Approvals and Timeline

The transaction requires several regulatory approvals including in-principle approval from stock exchanges, Reserve Bank of India approval, and other requisite regulatory clearances. The acquisition is expected to be completed within 15 days from receipt of all required approvals or shareholder approval for the preferential share issue, whichever is later.

Future Acquisition Plans

MosChip has also entered into a Shareholders' Agreement for acquiring the remaining 27% shareholding in Vayavya Labs after March 31, 2028. The valuation for this future acquisition will be linked to Vayavya Labs' business performance.

The company has scheduled an Extraordinary General Meeting on May 12, 2026, to seek shareholders' approval for the preferential issue of equity shares as part of the swap arrangement. This acquisition positions MosChip Technologies to leverage Vayavya Labs' proven track record and global presence to accelerate growth in the rapidly expanding semiconductor and automotive technology sectors.

MosChip Technologies Limited has formally announced the scheduling of an Extra-Ordinary General Meeting (EGM) for May 12, 2026, along with comprehensive e-voting arrangements for shareholders. The company published newspaper advertisements on April 22, 2026, in Financial Express (English) and Nava Telangana (Telugu) to inform stakeholders about the upcoming meeting and voting procedures.

Meeting Details and Schedule

The EGM will be conducted on Tuesday, May 12, 2026 at 05:00 P.M. (IST) through Video Conference/Other Audio-Visual Means (VC/OAVM) facility, ensuring compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting will proceed without physical presence of members at a common venue, following MCA Circulars including General Circular No. 09/2024 dated September 19, 2024.

E-Voting Schedule and Process

The company has established a comprehensive e-voting framework in partnership with KFin Technologies Limited. Remote e-voting will be available for shareholders during a specified window, allowing electronic participation in the decision-making process.

Shareholder Eligibility and Voting Rights

Shareholder voting rights will be determined based on equity shares held in the company's paid-up equity share capital as of the cut-off date of May 1, 2026. Only individuals recorded in the register of members or beneficial owners list maintained by depositories as of this date will be entitled to participate in the EGM and utilize e-voting facilities.

Members who cast votes through remote e-voting prior to the EGM may participate in the meeting but cannot vote again during the EGM. Conversely, members who do not vote remotely remain eligible to vote electronically during the meeting itself.

Documentation and Accessibility

The EGM notice has been distributed via email to shareholders whose addresses are registered with the company, Registrar and Share Transfer Agent, or respective Depository Participants. The notice is accessible on multiple platforms:

• Company website: www.moschip.com
• Stock exchanges: www.bseindia.com and www.nseindia.com
• KFin Technologies: www.evoting.kfintech.com

Contact Information and Support

For e-voting queries, shareholders can access help resources at www.evoting.kfintech.com or contact Mr. V Raghunath, Manager R/S, at evoting@kfintech.com . KFinTech's toll-free number 1-800-309-4001 is available for assistance, and the company's compliance officer can be reached at investor.relations@moschip.com .

Voting results will be declared within 2 working days from the EGM conclusion, with consolidated scrutinizer reports published on the company and stock exchange websites. The announcement was signed by CS Suresh Bachalakura, Company Secretary, from the company's Hyderabad office on April 20, 2026.