To the Members,
Your directors take immense pleasure In presenting the 2 T Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31" March 2026 Tne Consolidated performance of the Company and its subsidiaries has been referred to wherever required
| Particulars | Year ended 31st March 2026 - Consolidated | Year ended 31st March 2026 - Standalone | *Year ended 31st March 2025 - Consolidated | *Year ended 31st March 2025 - Standalone |
| Income from operations | 58,514.84 | 52,122.02 | 46,684.19 | 42,593.00 |
| Other income | 548.00 | 491.43 | 385.63 | 390.47 |
| Total Revenue | 59,062.84 | 52,613.45 | 47,069.82 | 42,983.47 |
| Profit before exceptional item, Interest, Depreciation and Tax | 6,511.58 | 5,133.42 | 5,994.85 | 4,825.07 |
| Profit before interest, Depreciation and Tax | 5,929.72 | 4,551.56 | 5,994.85 | 4,825.07 |
| Less: Interest | 481.26 | 465.23 | 747.96 | 729.03 |
| Less: Depreciation/Amortization | 1,872.22 | 1,601.04 | 1,892.13 | 1,628.17 |
| Profit before tax | 3,576.24 | 2,485.29 | 3,354.76 | 2,467.87 |
| Less: Tax Expenses | 55.81 | 122.37 | 19.01 | 11.84 |
| Profit after tax | 3,520.43 | 2,362.92 | 3,335.75 | 2,456.03 |
| Net Profit for the year | 3,520.43 | 2,362.92 | 3,335.75 | 2,456.03 |
Note: Pursuant to the merger of Softnautics Inc. and Softnautics Private Limited with Moschip Technologies Limited, as approved by the Honble National Company Law Tribunal, Hyderabad, vide its order dated 25 March, 2026, and effective from the appointed date of 04 April, 2025, the financial figures for the year ended 31 March, 2025 has been restated.
Your Company, Moschip Technologies Limited is a leading silicon and product engineering services company with over two decades of experience delivering end-to-end product design and development - from concept to complete systems. As a trusted partner for silicon, product, and AI/ML engineering, we combine deep domain expertise with a global delivery model to help businesses accelerate innovation and transformation. With a team of 1,700+ engineers and domain specialists across India and the USA, our capabilities span ASIC and mixed-signal IP design, FPGA design, verification and validation, embedded systems, IoT solution design, digital systems, computer vision, and AI/ML integration.
On consolidated basis, the income from operations grew to Rs. 58,514.84 lakhs from Rs. 46,684.19 lakhs registering a growth of 25.34% year on year. The increased growth is predominantly attributed to the growth of Turnkey ASICS and IP services revenue. The Profit before Interest, Depreciation and Tax stood at Rs. 5,929.72 lakhs while that of previous year stood at Rs. 5,994.85 lakhs. The Consolidated results showed a Net profit for the year at Rs. 3,520.43 lakhs as against a Net profit of Rs. 3,335.75 lakhs in the previous year.
On a standalone basis, income from operations for the year stood at Rs. 52,122.02 lakhs as against Rs. 42,593.00 lakhs in the previous year. Standalone Net profit for the FY 2025-2026 was Rs. 2,362.92 lakhs as against Net Profit of Rs. 2,456.03 lakhs for the FY 2024-2025.
This performance was possible due to the proper vision and strategy of leadership team, efficient execution of operational team and with the support of dedicated employees, which is paving way for the long-term sustainable growth. The Company is poised to be part of emerging opportunities by continuing to focus on its inherent strengths in design services, turnkey solutions, IP & Training.
The Performance review of the Company and its subsidiaries for the year is detailed in Annexure - A under Management Discussion & Analysis annexed hereto pursuant to the provisions of SEBI (Listing
As on 31 March, 2026, the Company has 02 subsidiaries, namely; a) MosChip Technologies, USA b) MosChip Academy of Silicon Systems Technologies Private Limited
There are no associate companies or joint venture companies within the meaning of the Companies Act, 2013. There has been no material change in the nature of the business of the subsidiaries. During the year, the Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is enclosed as Annexure-B of the Directors Report. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited accounts in respect of the subsidiaries, are available on the Company website at Subsidiary Financial Reports - MosChip.
The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year; a) Softnautics Inc b) Softnautics Private Limited (the wholly owned subsidiary of Softnautics Inc)
During the financial year ended 31 March, 2026, both the above subsidiaries got dissolved pursuant to the merger with Moschip Technologies Limited, as approved by the Honble National Company Law Tribunal, Hyderabad, vide its order dated 25 March, 2026, and effective from the appointed date of 04 April, 2025. Except the above, no Company became or ceased to be a subsidiary, joint venture or associate of the Company.
Your directors have not recommended any dividend for the year under review. As a result, there is no appropriation of any amount to the reserves of the Company during the year.
During the period under review, no amount was required to be transferred to the Investor Education and Protection Fund.
Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board has approved and adopted a Dividend Distribution Policy. The Dividend Distribution Policy is available on the Companys website at Dividend-Distribution-Policy-1.pdf.
There has been increase in Authorised Share Capital of the Company during the year from Rs. 56,55,10,000 to Rs. 56,65,10,000 pursuant to Scheme of Merger of Softnautics Inc. and Softnautics Private Limited with Moschip Technologies Limited, as approved by the Honble National Company Law Tribunal, Hyderabad, vide its order dated 25 March, 2026. The Authorised Share Capital comprises of Rs. 56,65,10,000 (Rupees Fifty Six Crore Sixty Five Lakhs Ten Thousand only) divided into 28,32,55,000 (Twenty Eight Crores Thirty Two Lakhs and Fifty Five Thousand only) Equity Shares of Rs.2/- (Rupees Two only).
During the year under review, your Company issued and allotted Equity Shares as mentioned in the below table:
| S. No | Date of allotment | Number of shares allotted | Particulars |
| 1 | 22.04.2025 | 4,99,313 | Exercise of Stock Options |
| 2 | 23.05.2025 | 86,105 | Exercise of Stock Options |
| 3 | 02.07.2025 | 2,63,030 | Exercise of Stock Options |
| 4 | 30.07.2025 | 91,908 | Exercise of Stock Options |
| 5 | 26.08.2025 | 1,04,517 | Exercise of Stock Options |
| 6 | 26.09.2025 | 1,18,046 | Exercise of Stock Options |
| 7 | 24.10.2025 | 1,37,100 | Exercise of Stock Options |
| 8 | 27.11.2025 | 3,14,536 | Exercise of Stock Options |
| 9 | 26.12.2025 | 2,73,222 | Exercise of Stock Options |
| 10 | 31.01.2026 | 1,95,909 | Exercise of Stock Options |
| 11 | 26.02.2026 | 3,99,870 | Exercise of Stock Options |
| 12 | 17.03.2026 | 3,04,689 | Exercise of Stock Options |
| 27,88,245 |
Consequent to the above, the subscribed, issued and paid-up equity share capital of your Company as on 31 March, 2026 stood at Rs. 38,77,33,074/- comprising of 19,38,66,537 Equity Shares of Rs. 2/- each.
On 13.04.2026, the Company allotted 2,66,939 Equity Shares pursuant to exercise of vested stock options by employees.
On 20.05.2026, the Company allotted 85,604 Equity Shares pursuant to exercise of vested stock options by employees.
On 16.06.2026, the Company allotted 2,50,630 Equity Shares pursuant to exercise of vested stock options by employees.
On 15.07.2026, the Company allotted 2,42,636 Equity Shares pursuant to exercise of vested stock options by employees.
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
The Company has not issued any bonus shares during the year under review.
The Company has not issued any Equity Shares with differential rights.
99.76% of the companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2026 and balance 0.24% is in physical form. The Companys Registrar is KFin Technologies Limited, Karvy Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad, Telangana-500 032.
(a) Material changes and commitments if any affecting the financial position of the Company occurred between the end of the financial year to which this Financial Statements relate and the date of the report.
There have been no material changes and commitments affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.
(b) Change in the Nature of Business. There is no change in the nature of business of the Company.
2025 which was subsequently approved by shareholders through Postal Ballot dated 20th January, 2026.
There have been no material changes and commitments affecting the financial position of the Company which occurred during the period between the end of the financial year to which the financial statements relate and the date of this report.
As on 31st March, 2026, the Board comprises of 09 (Nine) directors comprising of 01 (One) Executive Director, 03 (Three) Non-Executive Non-Independent Directors and 5 (Five) Independent Directors, out of which 1 (One) is a Women Independent Director and Chairman of the Board is an Independent Director. The profile of all the Directors can be accessed on the Companys website at MosChip Board of Directors Strategic Leadership-MosChip.
None of the Directors of the Company have incurred any disqualification under Section 164(1) & 164(2) of the Companies Act, 2013 (Act). Further, all the Directors have confirmed that they are not debarred from accessing the capital market as well as from holding the office of Director pursuant to any order of Securities and Exchange Board of India or Ministry of Corporate Affairs or any other such regulatory authority.
In the view of the Board, all the directors possess the requisite skills, expertise, integrity, competence, as well as experience considered to be vital for business growth. The detailed analysis of various skills, qualifications and attributes as required and available with the Board has been presented in the Corporate Governance Report.
During the year under review, Mr. Naveed Ahmed Sherwani, Non-Executive Director of the Company resigned w.e.f. 06.06.2025. The Board placed on record its sincere appreciation for their contribution towards the success of the Company, during their tenure as a Non-Executive Director on the Board of the Company.
During the year under review, Mr. Yellamancalli Sreenivasa Rao & Mr. Sandeep Himmatali Shah appointed as Independent Directors of the Company w.e.f. 24.10.2025. The Board approved the appointment in its meeting dated 24th October,
Directors retire by rotation
Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vinayendra Pravathaneni (DIN:07789149), Non-Executive Director retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 31st March, 2026 are:
Mr. Srinivasa Rao - Managing Director Kakumanu & Chief Executive Officer Mr. Jayaram Susarla - Chief Financial Officer Mr. Suresh Bachalakura - Company Secretary
In terms of Section 149 of the Companies Act, 2013 ("Act") Mr. Pradeep Chandra Kathi, Mr. Govinda Prasad Dasu, Mrs. Nalluri Madhuriya Venkat, Mr. Yellamancalli Sreenivasa Rao and Mr. Sandeep Himmatali Shah are the Independent Directors of the Company. The Company has received declaration(s) from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the management. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same. They are not liable to retire by rotation in terms of Section 149(13) of the Act.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of science and technology, engineering, digitalization, strategy, finance, governance, human resources, sustainability, etc. and that they hold highest standards of integrity.
All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
All the Independent Directors have confirmed their respective registrations in the Independent Directors Databank.
There were no other changes in the composition of the Board and KMP, except as mentioned above.
At the time of appointment, the Company conducts familiarization programmes for an Independent Director through meetings with key officials of the Company. During these meetings, presentations are made on the roles and responsibilities, duties and obligations of the Director, Companys business, Companys strategy, financial reporting, governance and compliances and other related matters. The details of the Familiarization Programme for Independent Directors is disclosed on the Companys website at Familiarization-Program.pdf.
The Board of Directors has carried out an annual evaluation of its own performance, Board, Committees and individual directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Listing Regulations. Pursuant to the provisions of Section 178 of the Act and the Listing Regulations, the Nomination and Remuneration Committee has laid down the criteria for performance evaluation on the basis of which the Board has carried out evaluation of its own performance, the performance of Board Committees and of the Directors individually.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
The Board is satisfied with the overall functioning of the Board and its Committees.
The Board of Directors have constituted 4 (four) Committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee to deal with specific areas/activities that need a closer review and to have an appropriate structure for discharging its responsibilities.
The composition, terms of reference, attendance of directors at the meetings of the Committees has been disclosed in the Corporate Governance Report.
During the year under review, all recommendations of the Committees were approved by the Board.
To uphold the Boards independence and distinguish its roles in governance and management, the Companys policy mandates an optimal blend of executive, non-executive, and independent directors. The Nomination and Remuneration Committee recommended this strategic composition, leading to the adopted Nomination and Remuneration Policy, which adheres to all requirements of the Act and Listing Regulations.
The Remuneration Policy of the Company has been designed with the following basic objectives:
to set out a policy relating to appointment and remuneration of Directors, Key Managerial Personnels and other employees of the Company; to ensure that the Company is able to attract, develop and retain high-performing and motivated Executives in a competitive international market;
to ensure that the Executives are offered a competitive and market aligned remuneration package, with fixed salaries being a significant remuneration component, as permissible under the Applicable Law; to ensure that the remuneration of the Executives is aligned with the Companys business strategies, values, key priorities and goals; setting up the Board Diversity Criteria.
The remuneration paid to the directors is as per the terms laid out in the Remuneration Policy of the Company. The Policy is available on the website of the Company at Microsoft Word - Nomination & remuneration Policy.
Pursuant to Section 134(5) the Companies Act, 2013 and based upon representations from the Management, the Board, to the best of its knowledge and belief, states that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared annual accounts on a going concern basis; and
e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;
f) The directors had devised proper systems to ensure compliance by the Company with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory, and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-2026.
06 (Six) meetings of the Board were held during the year 2025-2026. Details of these meetings as well as the meetings of its committees have been given in the Corporate Governance Report, which forms part of the Directors Report.
The information required pursuant to Section 197 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-C to this report.
Disclosures relating to remuneration and other details as required under Section 197 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-C to this report. Further, the Annual Report excluding the aforesaid information is being sent to the members of the Company. In terms of Section 136 of the Act, the said annexure is open for inspection at the registered office of the Company and any member interested in obtaining such information may write to the Company Secretary at suresh.cs@moschip.com.
Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option Plans of the Company in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
During the year under report the company has seven schemes in operation as mentioned below, for granting stock options to the employees and directors of the company and its wholly owned subsidiary in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
(a) Moschip Stock Option Plan-2005(Mi) (b) Moschip Stock Option Plan-2005(WOS) (c) Moschip Stock Option Plan-2008 (d) Moschip Stock Option Plan-2008(ALR) (e) Moschip Stock Option Plan-2018 (f) Moschip Stock Option Plan-2022 (g) Moschip Stock Option Plan-2024
Disclosures with respect to Stock Options, as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is hosted and available on the Companys website and the same is available for electronic inspection by the Members during the AGM. The web-link for the same is MosChip ESOP Plans-MosChip.
The Secretarial Auditors certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available at the AGM, electronically.
The Company recognizes the value of being a socially responsible corporate and strongly believes in giving back to the society. The objective of the Companys Corporate Social Responsibility (CSR) is to improve the quality of life of communities through long-term value creation. In this regard the Company has formulated a CSR Policy which can be accessed at CSR-policy.pdf.
Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e., (a) Network of the Company to be Rs.500 crore or more; or (b) turnover of the company to be Rs.1,000 crore or more; or (c) net profit of the company to be Rs.5 crore or more. As the net profit of the Company was more than 5 Crores for the financial year 2024-2025, the Company had an obligation to spend at least 2% average net profits of the Company made during the 3 immediately preceding financial years in pursuance of the CSR policy during the year 2025-2026.
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company along with the initiative taken by it are set out in Annexure-1 of this report.
The Company has adequate internal control system consistent with the nature of business and size of its operations, to effectively provide safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statutes, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. The Company has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.
The Company has an external audit firm to perform internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes. Deviations, if any, are reviewed quarterly and due compliance is ensured. Summary of Significant Audit Observations along with recommendations and its implementation is reviewed by the Audit Committee and reported to the Board. During the year, no material or serious observation has been received from the Internal Auditor of the Company, citing inefficiency or inadequacy of such controls.
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, a Vigil Mechanism / Whistle Blower Policy for directors and employees to report genuine concerns has been established. The Vigil Mechanism / Whistle Blower Policy has been uploaded on the website of the Company at Whistle-Blower-Policy.pdf.
The Board of Directors of the Company has a Risk Management Committee, to frame, implement and monitor the risk management plan for the Company.
The Company has a Risk Management Policy which lays down the framework for identification and mitigation of various risks. Risk management is ingrained in all parts of the organization. The specific objectives of this Policy is to assess risks in the internal and external environments and incorporate mitigation plans in its business strategy and operation plans. The Audit Committee and Risk Management Committee review key risk elements of the Companys business, finance, operations and compliance, and their respective mitigation strategies.
The Risk Management Framework emphasises proper analysing and understanding the underlying risks before undertaking any transaction. This enables a proper assessment of all risks and ensures that the transactions and processes conform to the Companys risk appetite and regulatory requirements.
The Companys Risk Management process aims to create value in uncertainty, ensure good governance, meet stakeholder expectations, and enhance growth.
The Risk Management Framework is reviewed periodically by the Audit Committee and Risk Management Committee of the Board of Directors. In the opinion of the Board of Directors, there are no existing factors which may threaten the existence of the Company.
The Business Responsibility and Sustainability Report (BRSR) follows the National Guidelines on Responsible Business Conduct (NGRBC) principles on the social, environmental and economic responsibilities of business. BRSR for the financial year ended 31 March, 2026, is set out in Annexure-H to this Report.
Not applicable.
The Company has not accepted any deposits from public and as such, covered under Chapter V of the Act and no amount on account of principal or interest on deposits from public was outstanding as on 31 March, 2026.
M/s. S. T. Mohite & Co., Chartered Accountants (Firm Registration No. 0114105) were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 23 Annual General Meeting (AGM) held on August 26, 2022 till the conclusion of the 28 Annual of the Company to be held in the year 2027.
The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Report of the Statutory Auditors for the year ended 31 March, 2026 forming part of the Annual Report does not contain any qualification, reservation, observation, adverse remark or disclaimer. The Statutory Auditors have not reported any incident of fraud, under sub-section (12) of section 143 other than those which are reportable to the Central Government, to the Audit Committee of the Company in the year under review.
As per the provisions of Section 138 of the Act and the rules made there under, the Board of Directors had appointed M/s Gokhale & Co, Chartered Accountants, Hyderabad (FRN No: 000942S), as Internal Auditors to conduct the internal audit of the Company for the Financial Year 2025-2026. The Audit Committee considers and reviews the Internal Audit Report submitted by the Internal Auditor on a quarterly basis.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, based on the recommendation of the Audit Committee, the Board of Directors approved the appointment of M/s. BSS & Associates, peer reviewed Company Secretaries Firm (Firm Registration No. 3744), at their meeting held on 21 May, 2025 as the Secretarial Auditors of the Company for a term of five consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30 which subsequently approved by shareholders at AGM dated 26 September, 2025.
The Secretarial Audit Report and Secretarial Compliance Report for financial year 2025-26 are annexed herewith as Annexure-D. The said Secretarial Audit Report and Secretarial Compliance Report do not contain any qualifications, reservation or adverse remark.
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
Information required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with respect to conservation of energy, technology absorption and foreign exchange earnings/outgo is included in Annexure-E
Related Party Transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee and before the Board for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are of a foreseeable and repetitive nature. The particulars of contracts or arrangements with related parties referred to in section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure-F to this Report. The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the SEBI Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at Microsoft Word - Policy on Related Party Transaction - 16-04-2026.
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company is placed on the Website of the Company at Annual Reports-MosChip.
Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided in Notes to the Financial Statements of the Company.
During the year under review, none of the auditors have reported any instances of fraud committed in the Company as required to be reported under Section 143(12) of the Companies Act, 2013.
During the financial year 2025-26, Crisil Ratings Limited, a credit rating agency vide its letter dated 10 July 2025 has issued MosChip Technologies Limited Bank facility Crisil BBB+/Stable (Triple B; Outlook: Stable) rating. A copy of the same is placed on the Website of the Company at MOSCHIP_1007202 5154316_Credit_Rating_to_Stock_exchanges.pdf.
The Company is committed to good Corporate Governance in line with the provisions of SEBI Listing Regulations and provisions, rules and regulations of the Companies Act, 2013. The Company is in compliance with the provisions on Corporate Governance specified in the SEBI Listing Regulations. A certificate of compliance from M/s. B S S & Associates, Company Secretaries and the report on Corporate Governance forms part of this Directors Report as Annexure-G.
The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34, read with Schedule V of the Listing Regulations, forms part of this Annual Report.
The Company strongly believes in providing a safe and harassment-free workplace for every individual through various interventions, policies and practices. The Company has a robust policy on the prevention of sexual harassment at the workplace in compliance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH"). The policy aims at preventing harassment of all employees of the Company (as defined in the policy) and lays down guidelines for identification, reporting and prevention of sexual harassment. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee ("IC") as specified under POSH. There is an IC at every work place, which is responsible for the redressal of complaints related to sexual harassment in accordance with the guidelines provided in the policy. The details of sexual harassment complaints are given in Corporate Governance Report.
The following is the summary of the complaints received and disposed off during the FY 2025-26:
| 1 | No of complaints received - Nil |
| 2 | No of complaints disposed - Nil |
| 3 | No of complaints pending as on end of the financial year - Nil |
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the Company has adopted a code of conduct to Regulate, Monitor and Report Trading by Insiders (Insider Trading Code) and code of Practices and Procedures for Fair Disclosure of unpublished Price Sensitive Information (Code of Fair Disclosure).
The Insider Trading Code is intended to prevent misuse of unpublished price sensitive information by insiders and connected persons and ensure that the Directors and specified persons of the Company and their dependents shall not derive any benefit or assist others to derive any benefit from access to and possession of price sensitive information about the Company, which is not in the public domain, that is to say, insider information.
The code of Fair Disclosure ensures that the affairs of the Company are managed in a fair, transparent and ethical manner keeping in view the need and interest of all the Stakeholders.
During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
The financial statements have been prepared and presented under the historical cost basis except for certain financial instruments which are measured at fair value or amortized cost and accrual basis of accounting, unless otherwise stated, and are in accordance with Generally Accepted Accounting Principles in India (GAAP), statutory requirements prescribed under the Accounting Standards (AS) specified under Section 133 of the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.
During the year 2025-2026, the Company has not entered into any agreement which is binding the Company.
Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind your Companys vision. Your Company appreciates the spirit of its dedicated employees.
The Company affirms compliance with the provisions of the Maternity Benefit Act, 1961, during the financial year ended 31 March, 2026. The following entitlements were extended to eligible employees:
Statutory maternity leave as per applicable law Continuation of salary and applicable benefits during maternity leave Access to nursing breaks and creche facilities where required Protection of all employee rights and entitlements under the Act
| Annexures | Particulars |
| A | Management Discussion & Analysis Report |
| B | Form AOC \u2013 1 (Report on Subsidiary companies) |
| C | Remuneration related disclosures as per Section 197 read with rules made thereunder |
| D | Secretarial Audit Report & Secretarial Compliance Report |
| E | Particulars on conservation of energy, absorption of technology and foreign exchange earnings and outgo |
| F | Form AOC \u2013 2 (Related Party disclosures) |
| G | Report on Corporate Governance |
| H | Business Responsibility and Sustainability Report |
| I | Annual Report on CSR |
Your directors wish to express their grateful appreciation for the valuable support and co-operation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments and all our other stakeholders.
The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.
For and on behalf of the Board of Directors
K. Pradeep Chandra Director and Chairman Din: 05345536
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, PMS SEBI Regn. No: INP000002213, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
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