MosChip Board Approves ₹245.49 Crore Acquisition of 73% Stake in Vayavya Labs

MosChip Technologies has received board approval for its strategic acquisition of a controlling 73% stake in Vayavya Labs Private Limited. The board meeting held on April 16, 2026, formally approved the ₹245.49 crore transaction, marking a significant milestone in the company's expansion strategy.

Board Meeting Outcomes and Transaction Structure

The board of directors approved a comprehensive acquisition framework comprising both cash and equity components. The hybrid payment structure includes ₹148.52 crores in cash and ₹96.97 crores through preferential share issuance.

Transaction Components: Details Total Deal Value: ₹245.49 crores Cash Component: ₹148.52 crores (60.50%) Share Swap Component: ₹96.97 crores (39.50%) Swap Shares to be Issued: 50,50,686 equity shares Issue Price per Share: ₹192 Face Value: ₹2 per share

Shareholder Approval and EGM Schedule

The board has scheduled an Extraordinary General Meeting (EGM) for May 12, 2026, to seek shareholder approval for the preferential issue of equity shares. The transaction requires multiple regulatory approvals, including in-principle approval from stock exchanges and Reserve Bank of India clearance. The board meeting commenced at 8:00 a.m. and concluded at 11:55 a.m.

Target Company Profile and Performance

Vayavya Labs, incorporated on July 28, 2006 and headquartered in Belagavi, Karnataka, specializes in embedded systems, virtualization, and verification technologies. The company operates development centers in Bengaluru and Belagavi, with international presence in the United States, Europe, Israel, and Japan.

Financial Performance: Revenue (₹ crores) FY 2025-26 (Provisional): 83.00 FY 2024-25: 64.40 FY 2023-24: 55.50 FY 2022-23: 38.10

The target company has an issued and paid-up capital of ₹67.97 lakhs divided into 6,79,090 equity shares of ₹10 each. Vayavya Labs also has a wholly owned subsidiary, Vayavya Labs Inc, in California, USA, which will become a step-down subsidiary of MosChip post-acquisition.

Strategic Benefits and Future Acquisition Plans

The acquisition strengthens MosChip's software-led engineering capabilities and supports top-line growth while enhancing EBITDA performance. Vayavya Labs' expertise in Hardware-Software Interface methodologies, digital twin solutions, and ADAS validation complements MosChip's existing portfolio. The company serves global customers across semiconductors, consumer electronics, and mobility/automotive communication sectors.

The company has also executed a Shareholders' Agreement for acquiring the remaining 27% stake after March 31, 2028, with valuation linked to Vayavya Labs' business performance. The acquisition will be completed within 15 days of receiving all requisite approvals and shareholder consent. The preferential issue will involve 67 investors/allottees receiving the swap shares as part of the transaction structure.

MosChip Technologies Limited has announced that its Board of Directors will convene on April 16, 2026, to consider a preferential issue of equity shares. The meeting notification was formally communicated to stock exchanges on April 12, 2026.

Regulatory Compliance and Meeting Details

The board meeting has been scheduled in compliance with SEBI regulations, specifically under Regulation 29(1)(d) and Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The company has provided the mandatory intimation to both major stock exchanges where its shares are listed.

Parameter Details Meeting Date April 16, 2026 Primary Agenda Preferential Issue of Equity Shares Regulatory Framework SEBI (ICDR) Regulations, 2018 Notification Date April 12, 2026

Preferential Issue Framework

The proposed preferential issue will be considered under the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. This regulatory framework governs the issuance of securities through preferential allotment, ensuring compliance with prescribed norms and investor protection measures.

Exchange Communications

MosChip Technologies has formally notified both stock exchanges about the upcoming board meeting. The communication was addressed to the General Manager, Department of Corporate Services at BSE Limited, and the Listing Department at National Stock Exchange of India Limited.

Corporate Authorization

The official intimation was signed by CS Suresh Bachalakura, Company Secretary of MosChip Technologies Limited, on April 12, 2026. The digital signature authentication confirms the document's authenticity and regulatory compliance for the board meeting notification.

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