Moschip Technologies Ltd

To the Members,

Your directors take immense pleasure in presenting the 26^th Annual Report on the business and operations of your Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31^st March 2025. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Summary of Financial Results

r

2. Performance Review

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 1,400+ 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 46,684.19 lakhs from 29,391.43 lakhs registering a growth of 59% 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 6,005.55 lakhs while that of previous year stood at 3,620.85 lakhs. The Consolidated results showed a Net profit for the year at 3,346.45 lakhs as against a Net profit of 988.44 lakhs in the previous year.

On a standalone basis, income from operations for the year stood at 38,721.18 lakhs as against 22,283.89 lakhs in the previous year. Standalone Net profit for the FY 2024-2025 was 2,921.79 lakhs as against Net Profit of 621.92 lakhs for the FY 2023-2024.

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 Obligations and Disclosure Requirements) Regulations,2015 ("SEBI Listing Regulations"),

3. Subsidiaries, Joint Ventures and Associate Companies

As on 31^st March, 2025, the Company has 03 direct subsidiaries, namely;

01) MosChip Technologies, USA.

02) MosChip Academy of Silicon Systems & Technologies Private Limited

03) Softnautics Inc.

04) Softnautics Private Limited (the wholly owned subsidiary of Softnautics Inc).

There are no associate companies or joint venture companies within the meaning of Section 2(6) 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 https://moschip.com/ subsidiary-financial-reports/ .

The names of companies which have become or ceased to be its Subsidiaries, joint ventures or associate companies during the year;

MosChip Technologies W.L.L, the subsidiary in Bahrain was dissolved w.e.f. 20^th August, 2024.

4. Dividend & Transfers to Reserves

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 Company?s website at https://moschip.com/wp-content/uploads/2023/02/ Dividend-Distribution-Policy.pdf

5. Share Capital

There is no change in Authorised Share Capital of the Company during the year, the Authorised Share Capital comprises of 56,55,10,000 (Rupees Fifty Six Crore Fifty Five Lakhs Ten Thousand only) divided into 28,27,55,000 (Twenty Eight Crores Twenty Seven Lakhs and Fifty Five Thousand only) Equity Shares of 2/- (Rupees Two only).

During the year under review, your Company issued and allotted Equity Shares as mentioned in the below table:

Consequent to the above, the subscribed, issued and paid-up equity share capital of your Company as on March 31, 2025 stood at 38,21,56,584 /- comprising of 19,10,78,292 Equity Shares of 2/-each.

On 22.04.2025, the Company allotted 4,99,313 Equity Shares pursuant to exercise of vested stock options by employees.

On 23.05.2025, the Company allotted 86,105 Equity Shares pursuant to exercise of vested stock options by employees.

On 02.07.2025, the Company allotted 2,63,030 Equity Shares pursuant to exercise of vested stock options by employees.

On 30.07.2025, the Company allotted 91,908 equity shares pursuant to exercise of vested stock options by employees Utilisation of funds raised through issue of Equity Shares, as required under Regulation 32(4) of the SEBI (LODR) Regulations, 2015, is included in the Report on Corporate Governance.

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 company?s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2025 and balance 0.24% is in physical form. The Company?s Registrar is KFin Technologies Limited, Karvy Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad, Telangana- 500 032.

6. Major events occurring after the balance sheet date

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.

There is no change in the nature of business of the Company.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

7. Directors and Key Managerial Personnel

During the year there was no changes in Board of Directors,.

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Gunupati Venkata Pranav Reddy (DIN 06381368), 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 March 31, 2025 are:

In terms of Section 149 of the Companies Act, 2013 ("Act") Mr. Pradeep Chandra Kathi, Mr. Govinda Prasad Dasu and Mrs. Nalluri Madhurika Venkat 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.

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, Company?s business,

Company?s strategy, financial reporting, governance and compliances and other related matters. Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report which forms a part of this Directors? Report.

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 SEBI Listing Regulations.

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.

Details pertaining to composition of the Audit Committee are included in the Report on Corporate Governance. All the recommendations made by the Audit Committee were accepted by the Board.

Details pertaining to composition of the Nomination and Remuneration Committee are included in the Report on Corporate Governance.

The Company?s Nomination and Remuneration Policy was prepared in conformity with the requirements of the provisions of Section 178(3) of the Act.

The Policy on Directors? appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) for payment of remuneration to Directors and policy containing guiding principles for payment of remuneration to Senior Management, Key Managerial

Personnel and other employees including Non-executive Directors has been uploaded on the website of the Company at https://moschip.com/wp-content/ uploads/2017/07/Nominatio-remuneration-Policy.pdf.

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.

The Managing Director of the Company did no receive any remuneration or commission from holding company or subsidiary company of the Company.

Details pertaining to composition of the Stakeholders Relationship Committee are included in the Report on Corporate Governance.

Details pertaining to composition of the Risk Management Committee are included in the Report on Corporate Governance.

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 Company?s website and the same is available for electronic inspection by the Members during the AGM. The web-link for the same is https://moschip.com/policies-documents/.

The Secretarial Auditor?s 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.

06 meetings of the Board were held during the year 2024-2025. 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.

8. Corporate Social Responsibility (CSR)

Section 135 of the Companies Act, 2013 provides the threshold limit for applicability of the CSR to a Company i.e.,

(a) Networth of the Company to be 500 crore or more; or

(b) turnover of the company to be 1,000 crore or more; or

(c) net profit of the company to be 5 crore or more. As the net profit of the Company was more than 5 Crores for the financial year 2023-2024, 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 2024-2025. 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 - I of this report. The policy is available on the website of the Company, https://moschip.com/wp-content/ uploads/2023/06/CSR-policy.pdf

9. Internal Financial Controls and its adequacy

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 statues, 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.

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 https://moschip.com/wp-content/uploads/2024/03/Whistle-Blower-Policy.pdf

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^st March, 2025.

M/s. S. T. Mohite & Co., Chartered Accountants (Firm Registration No. 011410S) were re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 23^rd Annual General Meeting (AGM) held on August 26, 2022 till the conclusion of the 28^th AGM 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^st March, 2025 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 subsection (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 an Internal Auditor to conduct the internal audit of the Company for the Financial Year 2024-2025.

Further, on the recommendation of audit committee, the Board of Directors of the Company has approved the re- appointment of aforesaid audit firm as internal auditors for the Financial Year 2025-2026.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B S S & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2024-2025. The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure D. The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualifications, reservation or adverse remark.

Further, pursuant to the provisions of Regulation 24A and other applicable provisions, if any, of the SEBI Listing Regulations, read with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on May 21, 2025, approved the appointment of M/s. B S S & Associates, (Firm Registration No. 3744), a peer-reviewed firm, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the shareholders at the ensuing AGM.

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 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 https://moschip.com/wp-content/uploads/2017/02/ PolicyOnRelatedPartyTransactions-1.pdf.

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 https://moschip.com/annual-reports/.

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 as part of the financial statements.

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; year were on an arm?s length basis

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 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 Company?s internal financial controls were adequate and effective during the financial year 2024-2025.

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.

In pursuant to the provisions of the Section 134 (3) (n) of the Companies Act 2013, the Company has formulated Risk Management Policy to mitigate and manage the risk including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the company. A copy of the Risk Management Policy is available in Company website at https://moschip.com/wp-content/uploads/2024/07/Risk-Management-Policy. pdf

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 controls are adequate and 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.

Number of complaints pending as on end of the financial year and cases pending for more than ninety days

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 onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

In terms of the Regulation 34 of the SEBI Listing Regulations the BRSR is annexed as Annexure - H to this Report.

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?) the Companies Act, 2013 read together with the Companies (Accounting Standards) Rules, 2021, in so far as they are applicable to the Company.

Not applicable.

During the year 2024-2025, 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 Company?s 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 March 31, 2025. 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 where required

Protection of all employee rights and entitlements under the Act

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 ofIndia, 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