MosChip Technologies Limited has announced the postponement of its 1st Extraordinary General Meeting (EGM) for FY 2026-27, which was scheduled to be held on Tuesday, May 12, 2026, at 05:00 P.M. (IST) via Video Conferencing (VC). The postponement follows directions passed by the Hon'ble Supreme Court of India during a hearing held on May 11, 2026, in a matter relating to certain persons and entities connected with the promoters of the Company. The Company has clarified that it is not a party to the litigation pending before the Supreme Court and is in the process of approaching the court for appropriate relief to convene the EGM. Further updates, including rescheduling of the EGM, are to be intimated to the stock exchanges in accordance with applicable laws and regulations.

Supreme Court Directions: Material Event Disclosure

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, MosChip Technologies has disclosed the following details regarding the Supreme Court directions as a material event:

The dispute pertains to Status Quo orders given earlier by the Supreme Court in a legal dispute between certain persons and entities related to the promoters of the Company and Ras Al Khaimah Investment Authority. The Company has explicitly stated that this disclosure is without prejudice to its rights and contentions in law.

Background: EGM Corrigendum and Agenda

Prior to the postponement, MosChip Technologies had issued a corrigendum dated May 07, 2026, to the original EGM Notice dated April 16, 2026. The corrigendum was necessitated by suggestions and comments received from the stock exchanges pertaining to certain points in the Explanatory Statement annexed to the original EGM Notice. Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company published newspaper advertisements on May 08, 2026, in Financial Express (English) and Nava Telangana (Telugu), informing stakeholders of the corrigendum. The primary business before shareholders at the EGM was the approval for issuance of 50,50,686 equity shares on a preferential basis for consideration other than cash to the shareholders of Vayavya Labs Private Limited.

Amendments Made in the Corrigendum

The corrigendum addressed three specific areas of the original EGM Notice. The first amendment expanded Point J to include Senior Management Personnel alongside Promoters, Directors, and Key Managerial Personnel, clarifying that none of these individuals intend to subscribe to any of the equity shares proposed to be issued under the Preferential Issue. The second amendment revised the list of proposed allottees under Point N to include the pre-preferential shareholding of Mr. Shivayogi M. Turmari, covering 67 proposed allottees with a total post-preferential allotment of 50,50,686 shares representing 2.54% of post-issue capital. The third amendment revised Annexure A to include 2,66,939 equity shares allotted to employees as on April 13, 2026, pursuant to the exercise of ESOP, updating the pre and post shareholding pattern on a diluted basis.

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.