Directors Report of MosChip Technologies Ltd.

Mar 31, 2025

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

Particulars	Year ended 31st March 2025		Year ended 31st March 2024
	Consolidated	Standalone	Consolidated	Standalone
Income from operations	46,684.19	38,721.18	29,391.43	22,283.89
Other Income	396.33	409.76	323.54	321.53
Total Revenue	47,080.52	39,130.94	29,714.97	22,605.42
Profit before exceptional item, Interest, Depreciation and Tax	6,005.55	4,815.07	3,620.85	2,188.99
Profit before Interest, Depreciation and Tax	6,005.55	4,815.07	3,620.85	2,188.99
Less: Interest	747.96	695.79	601.98	557.37
Less: Depreciation/Amortization	1,892.13	1,197.49	2,026.22	1,149.70
Profit before tax	3,365.46	2,921.79	1,132.65	621.92
Less: Tax Expenses	19.01	-	144.21	-
Profit after tax	3,346.45	2,921.79	988.44	621.92
Net Profit for the year	3,346.45	2,921.79	988.44	621.92

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 f988.44 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 f621.92 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

(a) Authorised 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 f2/-
(Rupees Two only).

(b) Increase in Paid-up Share Capital

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	04.09.2024	4,11,933	Exercise of Stock options
2	13.06.2024	6,62,366	Exercise of Stock options
3	13.08.2024	5,32,162	Exercise of Stock options
4	15.10.2024	3,49,911	Exercise of Stock options
5	20.11.2024	4,86,520	Exercise of Stock options
6	16.12.2024	3,10,235	Exercise of Stock options
7	20.01.2025	1,89,366	Exercise of Stock options
		29,42,493	Exercise of Stock options

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 f2 /- 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.

(c) Buy Back of Securities

The Company has not bought back any of its securities
during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares
during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during
the year under review.

(f) Equity Shares with differential rights

The Company has not issued any Equity Shares with
differential rights.

(g) Dematerialization of Shares

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

(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.

(c) Details of significant and material orders
passed by the regulators/ courts/ tribunals
impacting the going concern status and the
Company''s operations in future

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

(a) Inductions, Changes & Cessations in
Directorships during the year 2024-2025

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

Directors retire by rotation

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.

(b) Key Managerial Personnel

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:

Mr. Srinivasa Rao - Chief Executive Officer

Kakumanu & Managing Director

Mr. Jayaram Susarla - Chief Financial Officer
Mr. Suresh Bachalakura - Company Secretary

(c) Independent Directors

I n 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.

(d) Familiarization programme for Independent
Directors

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.

(e) Board evaluation

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.

I n 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.

(f) Audit Committee

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.

(g) Nomination and Remuneration Committee

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.

Remuneration ratio of the Directors / Key
Managerial Personnel (KMP) / Employees

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 [email protected].

Remuneration received by Managing /

Whole time Director from holding or
subsidiary Company.

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

(h) Stakeholders Relationship Committee

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

(i) Risk Management Committee

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

(j) ESOP plans

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.

(k) Number of meetings of the Board

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)
Initiatives

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
f500 crore or more; or (b) turnover of the company
to be fl,000 crore or more; or (c) net profit of the
company to be f5 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.

10. Vigil Mechanism / Whistle Blower Policy

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

11. Deposits

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.

12. Statutory Auditors and Auditors'' Report

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 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.

13. Internal Audit

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.

14. Secretarial Audit

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.

15. Cost Records and Audit

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.

16. Conservation of energy, research and
development, technology absorption,
foreign exchange earnings and outgo

I nformation 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.

17. Related Party Transactions

Related Party Transactions that were entered during
the financial year were on an arm''s 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
https://moschip.com/wp-content/uploads/2017/02/
PolicyOnRelatedPartyTransactions-1.pdf.

18. Annual Return

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 .

19. Particulars of Loans, Guarantees or
Investments

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.

20. Directors'' Responsibility Statement

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) I n 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
Company''s internal financial controls were adequate
and effective during the financial year 2024-2025.

21. Corporate Governance and Shareholders
Information

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.

22. Secretarial Standards

The Company complies with all the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India.

23. Risk Management Policy

I n 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 of
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

24. Company''s Policy on Prohibition,
Prevention and Redressal of Sexual
Harassment of Women at Workplace

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.

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

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

25. Insider Trading

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.

26. The details of application made or any
proceeding pending under the Insolvency
and Bankruptcy Code, 2016 (31 of 2016)
during the year along with their status as
at the end of the financial year

During the year under review, Company has not made
any application under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016).

27. 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

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.

28. Business Responsibility and Sustainability
Report (BRSR)

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

29. Disclosure of Accounting Treatment

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.

30. Disclosures with respect to demat
suspense account/ unclaimed suspense
account

Not applicable.

31. Disclosure of certain types of agreements
binding the Company

During the year 2024-2025, the Company has
not entered into any agreement which is binding
the Company.

32. Human resource

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.

33. Compliance under the Maternity Benefit
Act, 1961

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

Annexures	Particulars
A	Management Discussion & Analysis Report
B	Form AOC - 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 - 2 (Related Party disclosures)
G	Report on Corporate Governance
H	Business Responsibility and Sustainability Report
I	Annual Report on CSR

Acknowledgment

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

Place: Hyderabad Director and Chairman

Date: 30^th July, 2025 Din: 05345536

---

Mar 31, 2024

Your Directors’ take immense pleasure in presenting the 25^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 2024. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Summary of Financial Results (Rs. in Lakhs)

	Year ended 31 March 2024		Year ended 31 March 2023
Particulars	Consolidated	Standalone	Consolidated	Standalone
Income from operations	29,391.43	22,283.89	19,835.54	17,120.28
Other Income	323.54	321.53	496.79	445.62
Total Revenue	29,714.97	22,605.42	20,332.33	17,565.90
Profit before exceptional item, Interest, Depreciation and Tax	3,620.85	2,188.99	2,936.45	2,241.20
Profit before Interest, Depreciation and Tax	3,620.85	2,188.99	2,936.45	2,241.20
Less: Interest	601.98	557.37	772.37	742.29
Less: Depreciation/Amortization	2,026.22	1,149.70	1,732.18	1,163.92
Profit before tax	1,132.65	621.92	623.90	526.99
Less: Tax Expenses	144.21	-	6.13	-
Profit after tax	988.44	621.92	617.77	526.99
Net Profit for the year	988.44	621.92	617.77	526.99

2. Performance Review

Your Company, MosChip Technologies Limited is a fabless semiconductor and embedded design services Company with focus on turn-key digital and mixed-signal ASICs, SerDes IP and system design solutions. It specializes in product design and development services ranging from Chip Design to Systems Development. It works with globally acclaimed chip design companies in the areas of Aerospace, Defence, Consumer and Industrial applications. Over the past 2 decades, MosChip has developed and shipped millions of connectivity ICs.

On consolidated basis, the income from operations grew to Rs. 29,391.43 lakhs from Rs.19,835.54 lakhs registering a growth of 48.18 % 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. 3,620.85 lakhs while that of previous year stood at Rs. 2,936.45 lakhs. The Consolidated results showed a Net profit for the year at Rs. 988.44 lakhs as against a Net profit of Rs. 617.77 lakhs in the previous year.

On a standalone basis, income from operations for the year stood at Rs. 22,283.89 lakhs as against Rs. 17,120.28 lakhs in the previous year. Standalone Net profit for the FY 2023-2024 was Rs. 621.92 lakhs as against Net Profit of Rs. 526.99 lakhs for the FY 2022-2023.

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, 2024, the Company has 5 subsidiaries, namely;

01) MosChip Technologies, USA.

02) MosChip Institute of Silicon Systems Private Limited.

03) MosChip Technologies W.L.L.

04) Softnautics Inc.

05) Softnautics LLP (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;

During the year under review Softnautics Inc become to be its Subsidiaries and the Board of Directors decided to close down MosChip Technologies W.L.L., the Bahrain subsidiary. The liquidation process is completed on 24^th June, 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

(a) Increase in Authorised Share Capital

There is no change in Authorised Share Capital of the Company during the year, the Authorised Share Capital comprises of Rs.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 Rs.2/- (Rupees Two only).

(b) Increase in Paid-up Share Capital

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	Allotment Price in Rs.	Particulars
1	10-06-2023	1,14,52,498	65.22	Preferential Issue
2	16-06-2023	18,750	18.00	Exercise of Stock options
3	16-06-2023	26,665	16.00	Exercise of Stock options
4	16-06-2023	1,00,000	16.00	Exercise of Stock options
5	16-06-2023	25,000	18.00	Exercise of Stock options
6	16-06-2023	3,750	24.00	Exercise of Stock options
7	16-06-2023	9,500	40.00	Exercise of Stock options
8	04-08-2023	5,01,000	18.00	Exercise of Stock options
9	04-08-2023	9,62,373	16.00	Exercise of Stock options
10	04-08-2023	50,125	24.00	Exercise of Stock options
11	04-08-2023	42,750	40.00	Exercise of Stock options
12	04-10-2023	6,52,250	18.00	Exercise of Stock options
13	04-10-2023	10,04,692	16.00	Exercise of Stock options
14	04-10-2023	12,500	18.00	Exercise of Stock options
15	04-10-2023	1,54,875	24.00	Exercise of Stock options
16	04-10-2023	6,000	31.28	Exercise of Stock options
17	04-10-2023	58,000	40.00	Exercise of Stock options
18	04-10-2023	5,035	40.00	Exercise of Stock options
19	04-10-2023	2,080	40.00	Exercise of Stock options
20	07-12-2023	19,500	18.00	Exercise of Stock options
21	07-12-2023	3,30,836	16.00	Exercise of Stock options
22	07-12-2023	51,500	24.00	Exercise of Stock options
23	07-12-2023	8,750	31.28	Exercise of Stock options
24	07-12-2023	36,000	40.00	Exercise of Stock options
25	07-12-2023	60,400	40.00	Exercise of Stock options
26	07-12-2023	3,23,605	40.00	Exercise of Stock options
27	22-12-2023	52,70,100	95.52	Preferential Issue
28	06-02-2024	2,41,387	16.00	Exercise of Stock options
29	06-02-2024	20,000	26.00	Exercise of Stock options
30	06-02-2024	1,19,089	40.00	Exercise of Stock options

Consequent to the above, the subscribed, issued and paid-up equity share capital of your Company as on March 31,2024 stood at Rs.37,62,71,598 /- comprising of 18,81,35,799 Equity Shares of Rs.2 /- each.

On 09.04.2024, the Company allotted 4,11,933 Equity Shares pursuant to exercise of vested stock options by employees.

On 13.06.2024, the Company allotted 6,62,366 Equity Shares pursuant to exercise of vested stock options by employees.

On 13.08.2024, the Company allotted 5,32,162 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

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights.

(g) Dematerialization of Shares

99.75% of the company’s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2024 and balance 0.25% is in physical form. The Company’s Registrars are 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

(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.

(c) Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future

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

(a) Inductions, Changes & Cessations in Directorships during the year 2023-2024

Mr. K. Pradeep Chandra (DIN: 05345536) and Mr. Govinda Prasad Dasu (DIN: 00160408) reappointed as Non-Executive Independent Directors in the shareholders meeting (EGM) held on 26^th April, 2023.

Mr. K. Rama Chandra Reddy (DIN: 00042172)resigned from the position of Independent Director w.e.f.

01.05.2023. The Board in its Meeting dated 24.05.2023 placed on record its appreciation for the Services, assistance and guidance provided by Mr. K. Rama Chandra Reddy.

Mr. Venkata Sudhakar Simhadri (DIN: 01883241) vacated his office as Managing Director due to his appointment term ends on 25.10.2023. The Board in its Meeting dated 26.10.2023 placed on record its appreciation for the Services, assistance and guidance provided by Mr. Venkata Sudhakar Simhadri.

Mr. Rajeev Krishnamoorthy (DIN: 09542130) resigned from the position of Independent Director w.e.f.

29.01.2024. The Board through resolution by circulation dated 06.02.2024 placed on record its appreciation for the Services, assistance and guidance provided by Mr. Rajeev Krishnamoorthy.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Naveed Ahmed Sherwani (DIN: 10199022) as an Additional Director in Non-Executive Director Category with effect from 17.06.2023 and approval of members by way of special resolution was taken in the 24^th Annual general meeting of the Company held on 15.09.2023.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Srinivasa Rao Kakumanu (DIN: 06726305) as MD & CEO of the Company with effect from 26.10.2023 for a period of 05 years and approval of members by way of special resolution was taken in the extra-ordinary general meeting held on 17.12.2023.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Gunupati Venkata Pranav Reddy (DIN: 06381368) as an Additional Director in Non-executive & Non Independent category with effect from 04.11.2023 and approval of members by way of special resolution was taken in the extra-ordinary general meeting held on 17.12.2023.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Vinayendra Parvathaneni (DIN: 07789149) as an Additional Director in Non-executive & Non Independent category with effect from 04.11.2023 and approval of members by way of special resolution was taken in the extra-ordinary general meeting held on 17.12.2023.

Directors retire by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Naveed Ahmed Sherwani (DIN:10199022) and Mr. Damodar Rao Gummadapu (DIN : 07027779) Non-Executive Directors retire by rotation at the ensuing Annual General Meeting and being eligible offers themself for re-appointment.

(b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2024 are:

Mr. Srinivasa Rao Kakumanu * - Chief Executive Officer & Managing Director

Mr. Jayaram Susarla - Chief Financial Officer

Mr. Suresh Bachalakura - Company Secretary

* Mr. Srinivasa Rao Kakumanu appointed as MD & CEO w.e.f. 26.10.2023.

** Mr. Venkata Sudhakar Simhadri ceased to be MD & CEO w.e.f. 25.10.2023

(c) Independent Directors

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.

(d) Familiarization programme for Independent Directors

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.

(e) Board evaluation

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.

(f) Audit Committee

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.

(g) Nomination and Remuneration Committee

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.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees

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 in spection at the registered office of the Company and any member interested in obtaining such information may write to the Company Secretary at [email protected].

(h) Stakeholders Relationship Committee

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

(i) Risk Management Committee

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

(j) ESOP plans

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 - 2008(Director)

(f) MosChip Stock Option Plan - 2018

(g) MosChip Stock Option Plan -- 2022

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 are annexed herewith as Annexure - D to this report.

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.

(k) Number of meetings of the Board

09 meetings of the Board were held during the year 2023-2024. 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) Initiatives

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 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 2022-2023, 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 2023-2024. 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- J 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.

10. Vigil Mechanism / Whistle Blower Policy

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

11. Deposits

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, 2024.

12. Statutory Auditors and Auditors’ Report

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, 2024 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.

Further, in compliance with the RBI requirements the Company has obtained Statutory Auditors Report in relation to downstream investments.

13. Internal Audit

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 2023-2024.

Further, on the recommendation of audit committee, the Board of Directors of the Company has approved the reappointment of aforesaid audit firm as internal auditors for the Financial Year 2024-2025.

14. Secretarial Audit

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. BSS & Associates, Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2023-2024. The Secretarial Audit Report and Secretarial Compliance Report are annexed here with as Annexure - E. The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualifications, reservation or adverse remark.

15. Cost Records and Audit

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.

16. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

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 -F.

17. Related Party Transactions

Related Party Transactions that were entered during the financial year were on an arm’s 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 - G 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.

18. Annual Return

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/.

19. Particulars of Loans, Guarantees or Investments

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.

20. Directors’ Responsibility Statement

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 Company’s internal financial controls were adequate and effective during the financial year 20232024.

21. Corporate Governance and Shareholders Information

The Company is committed to good Corporate Governance in line with theprovisions 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 - H.

22. Secretarial Standards

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. Risk Management Policy

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 of 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

24. Company’s Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a workenvironment that is conducive to the professional growth of its employeesand encourages equality of opportunity and will not tolerate any formof sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent,contractual, trainees, temporary) are covered under this policy. The Company did not receive any complaint during the period under review.

25. Insider Trading

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.

26. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

27. 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

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.

28. Business Responsibility and Sustainability Report (BRSR)

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

29. Disclosure of Accounting Treatment

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.

30. Disclosures with respect to demat suspense account/ unclaimed suspense account

Not applicable.

31. Disclosure of certain types of agreements binding the Company

During the year 2023-2024, the Company has not entered into any agreement which is binding the Company.

32. Human Resource

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.

Annexures forming part of this report

Annexures	Particulars
A	Management Discussion & Analysis Report
B	Form AOC - 1 (Report on Subsidiary companies)
C	Remuneration related disclosures as per Section 197 read with rules made thereunder
D	Statement on outstanding ESOP Plans
E	Secretarial Audit Report & Secretarial Compliance Report
F	Particulars on conservation of energy, absorption of technology and foreign exchange earnings and outgo
G	Form AOC - 2 (Related Party disclosures)
H	Report on Corporate Governance
I	Business Responsibilityand Sustainability Report
J	Annual Report on CSR

Acknowledgment

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

Place: Hyderabad Date: 05^th September, 2024

---

Mar 31, 2023

The Directors'' take immense pleasure in presenting the 24^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 2023. The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Summary of Financial Results (Rs. Lakhs)
Particulars	Year ended 31st March 2023		Year ended 31st March 2022
	Consolidated	Standalone	Consolidated	Standalone
Income from operations	19,835.54	17,120.28	14,764.40	12,070.32
Other Income	496.79	445.62	513.39	213.32
Total Revenue	20,332.33	17,565.90	15,277.79	12,283.64
Profit before exceptional item, Interest, Depreciation and Tax	3,128.45	2,433.20	2,770.56	2,269.31
Profit before Interest, Depreciation and Tax	3,128.45	2,433.20	2,770.56	2,269.31
Less: Interest	772.37	742.29	860.50	842.86
Less: Depreciation	1,732.18	1163.92	1,264.14	889.35
Profit before tax	623.9	526.99	645.92	537.10
Less: Tax Expenses	6.13	-	0.62	-
Profit after tax	617.77	526.99	645.30	537.10
Net Profit for the year	617.77	526.99	645.30	537.10

2. Performance Review

Your Company, MosChip Technologies Limited is a fabless semiconductor and embedded design services Company with focus on turn-key digital and mixed-signal ASICs, SerDes IP and system design solutions.It specializes in product design and development services ranging from Chip Design to Systems Development. It works with globally acclaimed chip design companies in the areas of Aerospace, Defence, Consumer and Industrial applications. Over the past 2 decades, MosChip has developed and shipped millions of connectivity ICs.

On consolidated basis, the income from operations grew to Rs. 19,835.54 lakhs from Rs.14,764.40 lakhs registering a growth of 34.35 % year on year. The increased growth during the current year is primarily Increase in revenue from design and development services. The Profit before Interest, Depreciation and Tax stood at Rs.3,128.45 lakhs while that of previous year stood at Rs.2,770.56 lakhs. The Consolidated results showed a Net profit for the year at Rs.617.77 lakhs as against a Net profit of Rs.645.30 lakhs in the previous year.

On a standalone basis, income from operations for the year stood at Rs.17,120.28 lakhs as against Rs. 12,070.32 lakhs in the previous year. Standalone Net profit for the FY 2022-2023 was Rs. 526.99 lakhs as against Net Profit of Rs. 537.10 lakhs for the FY 2021-2022.

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 CompaniesAs on 31^st March, 2023, the Company has 3 direct subsidiaries, namely;

01) MosChip Technologies, USA,

02) MosChip Institute of Silicon Systems Private Limited,

03) MosChip Technologies W.L.L.

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 the Board of Directors in their meeting held on 28^th March, 2023 approved 100 % acquisition of Softnautics, Inc, a California based company with a focus on Product Engineering Solutions in Embedded, FPGA and VLSI. The acquisition process was completed on 07^th June, 2023. Accordingly, Softnautics Inc has become wholly owned subsidiary Company.

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 website of the Company.

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-Policv.pdf

5. Share Capital(a) Increase in Authorised Share Capital

There is no change in Authorised Share Capital of the Company during the year, the Authorised Share Capital comprises of Rs.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 Rs.2/- (Rupees Two only).

(b) Increase in Paid-up Share Capital

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	Allotment Price in Rs.	Particulars
01	28-04-2022	18,250	18.00	pursuant to exercise of vested stock options
02	28-04-2022	33,333	16.00	pursuant to exercise of vested stock options
03	08-07-2022	96,000	18.00	pursuant to exercise of vested stock options
04	08-07-2022	1,25,329	16.00	pursuant to exercise of vested stock options
05	23-09-2022	33,250	18.00	pursuant to exercise of vested stock options
06	23-09-2022	3,75,982	16.00	pursuant to exercise of vested stock options
07	23-09-2022	1,21,250	24.00	pursuant to exercise of vested stock options
08	18-10-2022	31,12,203	61.05	Preferential issue
09	20-10-2022	18,01,801	61.05	Preferential issue
10	21-11-2022	53,250	18.00	pursuant to exercise of vested stock options
11	21-11-2022	2,01,997	16.00	pursuant to exercise of vested stock options
12	21-11-2022	75,000	16.00	pursuant to exercise of vested stock options
13	21-11-2022	43,750	24.00	pursuant to exercise of vested stock options
14	21-11-2022	2,500	31.28	pursuant to exercise of vested stock options
15	25-01-2023	35,250	18.00	pursuant to exercise of vested stock options
16	25-01-2023	74,993	16.00	pursuant to exercise of vested stock options
17	25-01-2023	6,250	18.00	pursuant to exercise of vested stock options
18	25-01-2023	52,750	24.00	pursuant to exercise of vested stock options
19	25-01-2023	8,750	40.00	pursuant to exercise of vested stock options
20	24-03-2023	77,500	18.00	pursuant to exercise of vested stock options
21	24-03-2023	1,41,831	16.00	pursuant to exercise of vested stock options
22	24-03-2023	20,125	24.00	pursuant to exercise of vested stock options
23	24-03-2023	11,250	40.00	pursuant to exercise of vested stock options

Consequent to the above, the subscribed, issued and paid-up equity share capital of your Company as on March 31,2023 stood at Rs.33,31,33,578 /- comprising of 16,65,66,789 Equity Shares of Rs.2 /- each.

On 10.06.2023, the Company allotted 1,14,52,498 Equity Shares on preferential basis for the acquisition of Softnautics Inc.

On 16.06.2023, the Company allotted 1,83,665 Equity Shares pursuant to exercise of vested stock options by employees.

On 04.08.2023, the Company allotted 15,56,248 Equity Shares pursuant to exercise of vested stock options by employees.

(c) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(d) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(e) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(f) Equity Shares with differential rights

The Company has not issued any Equity Shares with differential rights.

(g) Dematerialization of Shares

99.72% of the company''s paid up Equity Share Capital is in dematerialized form as on 31^st March, 2023 and balance 0.28% is in physical form. The Company''s Registrars are 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

(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.

(c) Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company’s operations in future

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

(a) Inductions, Changes & Cessations in Directorships during the year 2022-2023

Mr. Raja Praturi (DIN: 01819707) resigned from the position of Independent Director w.e.f. 12.07.2022. The Board in its Meeting dated 14.07.2022 placed on record its appreciation for the Services, assistance and guidance provided by Mr. Raja Praturi.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Rajeev Krishnamoorthy (DIN: 09542130) as an Additional Director in Independent Category with effect from 28.03.2022 and approval of members by way of special resolution was taken in the extra-ordinary general meeting held on 27.06.2022.

Subsequent to the end of the financial year March 31, 2023

Mr. K. Rama Chandra Reddy (DIN: 00042172) resigned from the position of Non-Executive Director w.e.f. 01.05.2023.The Board in its Meeting dated 24.05.2023 placed on record its appreciation for the Services, assistance and guidance provided by Mr. K. Rama Chandra Reddy.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Naveed Ahmed Sherwani (DIN: 10199022) as an Additional Director in Non-Executive Director Category with effect from 17.06.2023. The appointment of Mr. Naveed Ahmed Sherwani as Non-Executive Director for shareholders approval is included in this 24^th AGM.

Directors retire by rotation

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. Damodar Rao Gummadapu (DIN: 07027779), Non-Executive Director retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2023 are:

Mr. Venkata Sudhakar Simhadri	- Chief Executive Officer
Mr. Jayaram Susarla	- Chief Financial Officer
Mr. Suresh Bachalakura	- Company Secretary

(c) Independent Directors

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

(d) Familiarization programme for Independent Directors

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.

(e) Board evaluation

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.

(f) Audit Committee

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.

(g) Nomination and Remuneration Committee

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 Nonexecutive Directors has been uploaded on the website of the Company at https://moschip.com/wp-content/uploads/2017/07/Nominatio-remuneration-Policy.pdf.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees

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 [email protected].

(h) Stakeholders Relationship Committee

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

(i) Risk Management Committee

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

(j) ESOP plans

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 - 2008(Director)

(f) MosChip Stock Option Plan - 2018

(g) MosChip Stock Option Plan — 2022

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 are annexed herewith as Annexure-D to this report.

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.

(k) Number of meetings of the Board

07 meetings of the Board were held during the year 2022-2023. 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) Initiatives

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 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 2021-2022, 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 2022-2023, however, the Company was not required to spend any amount, due to the net losses incurred by it in the 3 immediately preceding financial years. The Annual Report on CSR containing particulars as specified in Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is included in Annexure - J.

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.

10. Vigil Mechanism / Whistle Blower Policy

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/2017/02/WhistleBlowerPolicv-1.pdf.

11. Deposits

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, 2023.

12. Statutory Auditors and Auditors’ Report

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, 2023 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 to the Audit Committee of the Company in the year under review.

Further, in compliance with the RBI requirements the Company has obtained Statutory Auditors Report in relation to downstream investments.

13. Internal Audit

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 2022-2023.

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 2023-2024.

14. Secretarial Audit

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 2022-2023. The Secretarial Audit Report and Secretarial Compliance Report are annexed herewith as Annexure - E. The Secretarial Audit Report and Secretarial Compliance Report do not contain any qualifications, reservation or adverse remark.

15. Cost Records and Audit

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.

16. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

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 -F.

17. Related Party Transactions

Related Party Transactions that were entered during the financial year were on an arm''s 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 - G 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/PolicvOnRelatedPartvTransactions-1.pdf.

18. Annual Return

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/.

19. Particulars of Loans, Guarantees or Investments

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.

20. Directors’ Responsibility Statement

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 Company''s internal financial controls were adequate and effective during the financial year 2022-2023.

21. Corporate Governance and Shareholders Information

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 - H.

22. Secretarial Standards

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

23. Risk Management Policy

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 of elements of risk, if any, which in the opinion of the Board may threaten the existence of the company.

24. Company’s Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

Your Company is committed to provide work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment. The Company is also committed to promoting a work environment that is conducive to the professional growth of its employees and encourages equality of opportunity and will not tolerate any form of sexual harassment and to take all necessary steps to ensure that its employees are not subjected to any form of harassment.

Thus, in order to create a safe and conducive work environment the Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. Further, the Company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (Prevention, Prohibition, & Redressal) Act, 2013. The Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, trainees, temporary) are covered under this policy. The Company did not receive any complaint during the period under review.

25. Insider Trading

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.

26. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year

During the year under review, Company has not made any application under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

27. 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

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.

28. Business Responsibility and Sustainability Report (BRSR)

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

29. Disclosure of Accounting Treatment

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.

30. Disclosures with respect to demat suspense account/ unclaimed suspense account

Not applicable.

31. Disclosure of certain types of agreements binding the Company

During the year 2022-2023, the Company has not entered into any agreement which is binding the Company.

Annexures forming part of this report
	Annexures	Particulars
	A	Management Discussion & Analysis Report
	B	Form AOC - 1 (Report on Subsidiary companies)
	C	Remuneration related disclosures as per Section 197 read with rules made thereunder
	D	Statement on outstanding ESOP Plans
	E	Secretarial Audit Report & Secretarial Compliance Report
	F	Particulars on conservation of energy, absorption of technology and foreign exchange earnings and outgo
	G	Form AOC - 2 (Related Party disclosures)
	H	Report on Corporate Governance
	I	Business Responsibility and Sustainability Report
	J	Annual Report on CSR

Acknowledgment

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.

---

Mar 31, 2018

The Directors have pleasure in presenting the Nineteenth Annual Report together with the Audited Financial Statements (both Consolidated& Standalone) of the Company for the year ended 31^st March 2018..

1. Summary of Financial Results

(Rs. In Lakhs)

	Year ended 31 March 2018		Year ended 31 March 2017
	Standalone	Consolidated	Standalone	Consolidated
Income from operations	4,555.86	6,017.24	1,668.84	3,761.27
Other Income	134.30	46.92	190.30	183.07
Total Revenue	4,690.16	6,064.16	1,859.14	3,944.34
Profit before Interest, Depreciation and Tax	(452.80)	(507.17)	81.30	197.56
Less: Interest	529.55	533.20	176.15	193.48
Less: Depreciation	209.83	219.64	15.98	25.40
Profit before tax	(1,192.18)	(1,260.01)	(110.83)	(21.32)
Less: Provision for tax	-	3.48	-	12.10
Profit after tax	(1,192.18)	(1,263.49)	(110.83)	(33.42)
Less: Pre-Acquisition ( ) Profit / (-) Loss	-	-	-	(151.00)
Net Profit / (Loss)for the year	(1,192.18)	(1,263.49)	(110.83)	117.58

On consolidated basis, the Income from operations grew to Rs. 6,017.24 lakhsf rom Rs. 3,761.27 lakhs registering a growth of 60% year on year. The consolidated Earnings before Interest, Depreciation and tax expenses (EBIDTA) stood at Rs. (507.17) lakhs while that of previous year EBIDTA stood at Rs. 197.56 Lakhs.

Net Loss before tax for the year ended 31 March 2018 is at Rs. 1260.01 lakhs as against a Net loss of Rs. 21.32 lakhs in the previous year ended 31 March 2017. The increase in loss is mainly on account of higher interest and depreciation & amortization expenses and few of the onetime cost incurred during the year.

On a standalone basis, Income from operations for the year ended 31 March 2018 stood at Rs. 4,555.86 lakhs as against Rs. 1,668.84 lakhs for the preceding year, increase in revenue from operations is around 173%. Standalone Net Loss for the year ended 31 March 2018 is Rs. 1,192.18 lakhs as against Net Loss of Rs. 110.83 lakhs for the year ended 31 March 2017.

2. Performance Review

Your Company, MosChip Semiconductor Technology Limited (MosChip India) is a fabless model semiconductor and Internet of Things (IoT) focused company. It specializes in product design and development services ranging from Chip Design to Systems Development. It works with Defense Labs as well as globally acclaimed chip design companies in the areas of Chip (SOC) design and development for Aerospace, Defence, Consumer and Industrial applications and IoT Products and Services across various industries.

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

3. Subsidiaries, Joint Ventures and Associate Companies

During the financial year ended 31 March 2018, three subsidiaries of your company namely, ElitePlus Semiconductor Technologies Private Limited, Orange Semiconductors Private Limited and TexoTech Solutions Private Limited ceased to exist as a result of Amalgamation with the Company in terms of the order dated February 02, 2018 as passed by the Hon''ble Regional Director, South East Region. Consequently, the results of these 3 companies are forming part of stand-alone results of MosChip. Presently the Company has three direct subsidiaries, namely

01) MosChip Semiconductor Technology, USA

02) Maven Systems Private Limited, Pune

03) MosChip Global Pte Ltd

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 subsidiary.

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 Board''s Report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company and its subsidiaries (standalone and consolidated) along with relevant documents are available on the website of the Company.

4. Dividend &Transfers to Reserves

In view of the losses (Standalone& Consolidated) 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 under review.

5. Share Capital

(a) Increase in Paid-up Share Capital

During the year under review, your Company issued and allotted Equity Shares as follows:

i. On 22.05.2017, 81,500 Equity Shares were allotted at a price of Rs.5.98, on exercise of ESOP''s Scheme.

ii. On 16.09.2017, 3,62,500 Equity Shares were allotted at a price of Rs.5.98, on exercise of ESOP''s Scheme.

iii. On 06.02.2018, 62,64,300 Equity Shares were allotted pursuant to conversion of Equal Number of warrants on preferential basis at a price of Rs.21.80 .

Consequent to the above, the subscribed and paid-up equity share capital of your Company as on March 31, 2018 stood at Rs.26,31,53,630/- comprising of 13,15,76,815 Equity Shares of Rs.02 /- each.

(b) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(c) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

(d) Bonus Shares

The Company has not issued any bonus shares during the year under review.

(e) Dematerialization of Shares

97.43 % of the company''s paid up Equity Share Capital is in dematerialized form as on 31stMarch, 2018 and balance 2.57% isin physical form. The Company''s Registrars are Karvy Computershare Pvt. Ltd., Karvy Selenium, Tower B, Plot No. 31 & 32, Financial District, Gachibowli, Hyderabad, Telangana- 500 032.

6. Major events occurring after the balance sheet date

(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 excepting that the Board of Directors in their meeting held on July 23, 2018 decided to acquire, subject to regulatory and other approvals, the following companies

- FirstPass Semiconductors Pvt. Ltd, Hyderabad;-Partly by Cash and Partly by issue of your company shares to the residual shareholders of that company by way of amalgamation with MosChip.

- Gigacom Semiconductor Pvt. Ltd, Visakhapatnam; - By issue of your company shares to the shareholders of that company by way of amalgamation with Moschip

- Institute of Silicon Systems Pvt. Ltd,Hyderabad;- Cash acquisition of 100% shareholding by Moschip

- Gigacom Semiconductor LLC, California, USA. - Preferential issue of your company shares to their unitholders.

(b) Change in the Nature of Business:

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

(c) Details of significant and material orders passed by the regulators/ courts/ tribunals impacting the going concern status and the Company''s operations in future

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

(a) Inductions. Changes & Cessations in Directorships

Mr. K. Ramachandra Reddy (DIN: 00042172), resigned from the position of Whole-time Director & CEO on 06.04.2017 and re-designated as Non-Executive Director of the Company. The Board in its Meeting dated 06.04.2017, placed on record its appreciation for the Services, assistance and guidance provided by Mr. K. Ramachandra Reddy since incorporation of the Company as a Whole Time Director & CEO.

Mr. K. V. Ramana (DIN: 00255421), resigned from the position of Independent Director on 24.08.2017. The Board in its Meeting dated 24.08.2017, placed on record its appreciation for the Services, assistance and guidance provided by Mr. K. V. Ramana.

Mr. Seetha Ramam Voleti (DIN: 07332440), resigned from the position of Whole-time Director & CFO on 16.01.2018 and re-designated as Non-Executive Director of the Company. Subsequently on 27.04.2018, Mr. Seetha Ramam Voleti resigned from the Board of Directors of your Company. The Board placed on record its appreciation for the Services, assistance and guidance provided by Mr. Seetha Ramam Voleti.

Mr. Damodar Rao Gummadapu (DIN: 07027779) resigned from the position of Non-Executive Director on 06.04.2017 and appointed as CEO of the Company w.e.f. 06.04.2017. Further, Mr. Damodar Rao Gummadapu resigned from the position of CEO of the Company on 27.04.2018 and the Board has appointed him as Additional Director w.e.f. 27.04.2018 in the category of Non-Executive Non-Independent Director.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Camillo Martino (DIN: 07785530) as Additional Director with effect from 06.04.2017 and his appointment was regularized in 18^th AGM held on 29.09.2017.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Raja Praturi (DIN: 01819707) as Additional Director in the Independent Category with effect from 29.09.2017 who has since been re-designated as Non-Executive Director of the Company On 13.08.2018.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Singa Rao Gottipati (DIN: 07730448) as Additional Director in the Non-Executive Non-Independent Category with effect from 29.09.2017. Further, on recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. Singa Rao Gottipati (DIN: 07730448) as an Executive Director and Manager of the Company with effect from 27.04.2018. This appointment was approved by the shareholders through postal ballot results declared on 05^th June, 2018. However, on 23^rd July, 2018 Mr. Singa Rao Gottipati has resigned as a Director of your company.

On recommendation of the Nomination and Remuneration Committee, the Board has appointed Mr. K. Pradeep Chandra (DIN: 05345536) as Additional Director in the Independent Category with effect from 27.04.2018.

On recommendation of the nominations and Remuneration Committee, the Board has appointed Mr. D. G. Prasad (DIN: 00160408) as Additional Directors in the Independent Category with effect from 28.05.2018.

Approval of members by way of ordinary resolution is required for regularization of appointment of Mr. Raja Praturi, Mr. K. Pradeep Chandra, Mr. D. G. Prasad and Mr. Damodar Rao Gummadapu at the ensuing Annual General Meeting scheduled to be held on September 29, 2018.

Directors retiring by rotation:

Pursuant to the requirements of the Companies Act, 2013 and Articles of Association of the Company Mr. K. Ramachandra Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

(b) Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on 01.04.2017were -

Mr. K. Ramachandra Reddy - Chief Executive Officer.

Mr. Seetha Ramam Voleti - Chief Financial Officer

Mr. CS Suresh Bachalakura - Company Secretary

Changes in the key managerial personnel during the year are as below:

On 06.04.2017, Mr. K. Ramachandra Reddy resigned from the position of Chief Executive Officer and the Board has appointed Mr. Damodar Rao Gummadapu as Chief Executive Officer with effect from 06.04.2017.

On 16.01.2018, Mr. Seetha Ramam Voleti resigned from the position of Chief Financial Officer. On recommendation of the Nominations and Remuneration Committee, the Board has appointed Mr. Jayaram Susarla as Chief Financial Officer of the Company with effect from 28.05.2018.

On 27.04.2018, Mr. Damodar Rao Gummadapu resigned from the position of Chief Executive Officer.

On recommendation of the Nominations and Remuneration Committee, the Board has appointed Mr. Venkata Sudhakar Simhadri as Chief Executive Officer of the Company w.e.f. 23.07.2018.

(c) Independent Directors

It may be recalled that the Members at the Eighteenth Annual General Meeting held on 29.09.2017 reappointed Mr. G. Prasad and Ms. Poornima Shenoy as Independent Directors of the Company for a further period of 5 years and Mr. Camillo Martino was appointed as an Independent Director of the Company to hold office for a period of 5 years.

As detailed earlier, Mr. K. Pradeep Chandra and Mr. D. G. Prasad were appointed as Additional Directors in the category of Independent and possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Independent Directors Declaration:

All Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Act and there has been no change in the circumstances which may affect their status as an independent director during the year.

(d) Familiarization programme for Independent Directors

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.

(e) Board evaluation

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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (“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.

(f) Audit Committee

The Composition of the Audit Committee is provided in the Corporate Governance Report forming part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

(g) Nomination and Remuneration Committee:

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 athttps://moschip.com/wp-content/uploads/2017/07/Nomination-remuneration-Policy.pdf.

Remuneration ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-C to this report.

(h) ESOP plans

During the year under report the company has eight 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) Regulations, 2014.

(a) MosChip Stock Option Plan - 2001

(b) MosChip Stock Option Plan - 2002

(c) MosChip Stock Option Plan - 2004

(d) MosChip Stock Option Plan - 2005(MI)

(e) MosChip Stock Option Plan - 2005(WOS)

(f) MosChip Stock Option Plan - 2008

(g) MosChip Stock Option Plan - 2008(ALR)

(h) MosChip Stock Option Plan - 2008(Director)

During the year the company has not issued stock options. A statement with all the details of outstanding employee stock option plans is annexed herewith as Annexure-D to this report.

8. Corporate Social Responsibility (CSR) Initiatives:

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 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 Company does not fall under any of the threshold limits given above, the provisions of Section 135 are not applicable to the Company.

9. Internal control systems and their adequacy:

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

The internal audit is conducted by an external firm of Chartered Accountants appointed by the Board of Directors to review effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. The Audit Committee of the Board of Directors approves and reviews audit plans for the year based on internal risk assessment. Audits are conducted on an on-going basis and significant deviations are brought to the notice of the Audit Committee.

10. Vigil Mechanism / Whistle Blower Policy

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Whistle Blower Policy in line with listing regulations 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/investor-relations/policies-documents/WhistleBlowerPolicy-document.pdf

11. Public Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

12. Statutory Auditors and Auditors'' Report

M/s. S. T. Mohite & Co., Chartered Accountants (Firm Registration No. 011410S) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 18^th Annual General Meeting (AGM) held on September 29, 2017 until the conclusion of the fifth consecutive AGM of the Company to be held in the year 2022.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away with vide Notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of appointment of Auditors, who were appointed in the Annual General Meeting held on September 29, 2017.

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 31stMarch, 2018 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 to the Audit Committee of the Company in the year under review.

13. Secretarial Audit

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. BSS& Associates, Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2017-2018. The Secretarial Audit Report is annexed herewith as Annexure-E.

14. Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

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 -F.

15. Related Party Transactions:

Related party transactions that were entered during the financial year were on an arm''s length basis and were in the ordinary course of business. There were no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interests of the Company. 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-G to this Annual 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 Listing Agreement. This Policy was considered and approved by the Board has been uploaded on the website of the Company at https://moschip.com/investor-relations/policies-documents/PolicyOnRelatedPartyTransactions-document.pdf

16. Extract of Annual Return:

As required by Section 92(3) of the Act read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of the Annual Return in Form MgT-9 is available on the Company''s website at www.moschip.com/investor-relations/MGT-9.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

18. DIRECTORS'' RESPONSIBILITY STATEMENT

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 Company''s internal financial controls were adequate and effective during the financial year 2017-2018.

19. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to good corporate governance in line with the provisions of SEBI (LODR) Regulations, 2015 and Provisions, Rules and Regulations of the Companies Act, 2013. The Company is in compliance with the provisions on corporate governance specified in the Listing Agreement with BSE. A certificate of compliance from Mr. Sompally Srikanth, a Practicing Company Secretary and the report on Corporate Governance form part of this Directors'' Report as Annexure-H.

20. Company''s Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace

The Company prohibits any form of sexual harassment and any such incidence is immediately investigated and appropriate action taken in the matter against the offending employee(s) based on the nature and the seriousness of the offence. The Company has a policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace (the Policy) and matters connected therewith or incidental thereto covering all the aspects as contained under the “The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013” notified by the Government of India vide Gazette Notification dated 23^rd April, 2013.

There was no case of sexual harassment reported during the year under review.

21. Development and Implementation of a Risk Management Policy:

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report under Management Discussion and Analysis in Annexure-A .

Annexures forming part of this report

Annexures	Particulars
A	Management Discussion & Analysis
B	Form AOC - 1 (Report on Subsidiary companies)
C	Remuneration related disclosures per Section 197
D	Statement on outstanding ESOP Plans
E	Secretarial Audit Report
F	Energy Conservation Particulars
G	Form AOC - 2 (Related Party disclosures)
H	Report on Corporate Governance

Appreciation

The Board of Directors appreciates the cooperation, understanding and support by all its stake holders namely the Bankers, State and Central Government, Local authorities and its employees received during the year.

This Report will be incomplete without a specific appreciation for the Members of the Company who have shown immense confidence and understanding in the Company''s well-being.

For and on behalf of the Board of Directors

K. Pradeep Chandra

Place: Hyderabad Chairman

Date: 3^rd September, 2018

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Mar 31, 2014

To the Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts (including consolidated accounts) of the Company for the year ended 31st March 2014.

Financial Results

(Rs. In Lakhs)

Year ended 31 March 2014 Year ended 31 March 2013

Standalone Consolidated Standalone Consolidated

Total Income 705.29 770.78 1227.45 983.90

Operating Profit before Depreciation & Tax (635.09) (857.25) 72.72 757.96

Less: Depreciation 36.07 36.48 56.20 56.94

Profit before Tax (671.15) (893.73) (128.92) (814.91)

Less: provision for Tax 0 0 0 0

Profit after Tax before extraordinary and prior period item (671.15) (893.73) (128.92) (814.91)

Less: Extraordinary and prior period item 86.13 86.13 623.62 623.62

Profit after tax after extraordinary and prior period item (757.28) (979.86) (752.54) (1438.53)

Earnings per Share (EPS) Before extraordinary and prior period item

Basic (1.46) (1.94) (0.28) (1.77)

Diluted (1.46) (1.94) (0.28) (1.77)

After extraordinary and prior period item

Basic (1.65) (2.13) (1.63) (3.12)

Diluted (1.65) (2.13) (1.63) (3.12)

Operations

The consolidated income of the Company was Rs.7.71 Crores and the consolidated loss was Rs.9.79 Crores.

MosChip India

After selling I/O division MosChip has SOC (System On a Chip) line which is fairly new and has promise to increase revenues and needs some investment. This money could be spent on the SOC line and focus on this product line to increase the revenues. With the increase in Design Services opportunities worldwide, MosChip decided to add another division to branch into Semiconductor Design Services.

Subsidiaries

MosChip Semiconductor Technology, USA

MosChip Semiconductor Technology, USA (MosChip

USA) the wholly owned subsidiary has recorded revenue of USD 271,307.

MosChip Semiconductor Technology Pte. Ltd., Singapore

MosChip Semiconductor Technology Pte. Ltd., Singapore (MosChip, Singapore) the wholly owned subsidiary has been closed during the year.

Dividend

The company has not declared any dividend during the year under review.

Increase in Share Capital

The Company has only one class of shares. The Company has not allotted any shares during the year under review. The total paid-up equity share capital of the company is Rs.460,355,170 as on 31 March 2014.

Marketing and distribution

The company has transformed into value added services and has made steady inroads into very large Tier-1 customers including domestic customers. The Company has bagged a very complex custom System on a Chip (SOC) from a domestic customer despite stiff competition from the leading service providers. This chip is to be fabricated using the state of the art 40nm Low Power CMOS technology. The Company is continuing to look for some critical joint ventures and pursuing these vigorously.

Employee Stock Option Plan

During the year under report the company has eight 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 Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

(a) MosChip Stock Option Plan - 2001

(b) MosChip Stock Option Plan - 2002

(c) MosChip Stock Option Plan - 2004

(d) MosChip Stock Option Plan - 2005(MI)

(e) MosChip Stock Option Plan - 2005(WOS)

(f) MosChip Stock Option Plan - 2008

(g) MosChip Stock Option Plan - 2008(ALR)

(h) MosChip Stock Option Plan - 2008(Director)

Disclosures pursuant to para 12 of the above referred SEBI guidelines are set out as Annexure - A, to this report.

Fixed Deposits

The company has not accepted any fixed deposits in terms of Section 58A of the Companies Act, 1956 from the public.

Directors

In terms of Articles of Association of the company Mr. C. Dayakar Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

In view of the provisions of Companies Act, 2013 and the Rules made thereunder, the Board Proposes the candidature of Mr. G. Prasad, Dr. Vijaya Chandru, Mr. K.V. Ramana and Ms. Poornima Shenoy for being appointed as Independent Directors.

Mr. Vivek Bhargava resigned from the Board on 02

December 2013. The Board expresses its appreciation of the valuable contribution made by him during the tenure of his directorship.

Auditors

The Auditors of the company M/s Gokhale & Co., Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment till the conclusion of 18th Annual General Meeting of the company subject to ratification at each Annual General Meeting during the intervening period.

The Company has received letters from them to the effect that their re-appointment, if made would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended from time to time, are set out as Annexure- B to this report.

Particulars of Employees

There are no employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as Annexure - C to this report.

Directors'' Responsibility statement as per Section 217 (2AA) of the Companies Act, 1956

The Board of Directors of MosChip 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. they 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 2013-14 and of the loss of the company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts were prepared on the basis of a going concern.

Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act 1956, a Report on the Corporate Governance, which, inter alia, includes the composition and constitution of audit committee, is featuring as a part of Annual Report. Your company will continue to adhere in letter and spirit to the good corporate governance policies.

Acknowledgements

Your Directors thank the company''s bankers, investors and vendors for their unstinted support during the year. Your Directors also appreciate the contribution made by the employees at all levels, who through their hard work, perseverance and competence, are taking the company in the right direction.

Your directors also thank the Government of India, particularly the Customs and Excise Departments, Software Technology Park - Hyderabad, Department of Industrial Policy & Promotion under the Ministry of Commerce & Industry, Department of Company Affairs, Reserve Bank of India, Department of Telecommunications and all other agencies for their support, and wish their continued support in future.

For and on behalf of the Board of Directors

K. Ramachandra Reddy

08 August 2014 Chairman & CEO

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Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the Fourteenth Annual Report together with the Audited Accounts (including consolidated accounts) of the Company for the year ended 31st March 2013.



Financial Results (Rs. In Lakhs)

Year ended 31 March 2013 Year ended 31 March 2012

Standalone Consolidated Standalone Consolidated

Total Income 1227.45 983.90 1777.70 3596.34

Operating Profit before Depreciation & Tax 72.72 (744.24) 293.63 1969.34

Less: Depreciation 56.20 56.94 56.43 190.74

Profit before Tax (128.92) (814.91) 237.20 1778.60

Less: provision for Tax 0 0 0 42.81

Profit after Tax before extraordinary and prior period item (128.92) (814.91) 237.20 1735.79

Less: Extraordinary and prior period item 623.62 623.62 3036.47 3036.47

Profit after tax after extraordinary and prior period item (752.54) (1438.53) (2799.27 (1300.68)

Earnings per Share (EPS)

Before extraordinary and prior period item Basic (0.28) (1.77) (0.46) (0.60)

Diluted (0.28) (1.77) (0.46) (0.60) After extraordinary and prior period item

Basic (1.63) (3.12) (6.08) (2.83)

Diluted (1.63) (3.12) (6.08) (2.83)



Operations

The consolidated income of the Company was Rs.9.84 Crores and the consolidated loss was Rs. 14.39 Crores.

MosChip India

After selling I/O division MosChip has SOC (System On a Chip) line which is fairly new and has promise to increase revenues and needs some investment. This money could be spent on the SOC line and focus on this product line to increase the revenues. With the increase in Design Services opportunities worldwide, MosChip decided to add another division to branch into Semiconductor Design Services.

Subsidiaries

MosChip Semiconductor Technology, USA

MosChip Semiconductor Technology, USA (MosChip USA) the wholly owned subsidiary has recorded revenue of USD 623,293.

MosChip Semiconductor Technology Pte. Ltd., Singapore

MosChip Semiconductor Technology Pte. Ltd., Singapore (MosChip, Singapore) the wholly owned subsidiary has recorded revenue of SGD 87,550.

Dividend

The company has not declared any dividend during the year under review.

Increase in Share Capital

The Company has only one class of shares. The Company has not allotted any shares during the year under review. The total paid-up equity share capital of the company is Rs. 460,355,170 as on 31 March 2013.

Marketing and distribution

The company has transformed into value added services and has made steady inroads into very large Tier-1 customers including domestic customers. The Company has bagged a very complex custom System on a Chip (SOC) from a domestic customer despite stiff competition from the leading service providers. This chip is to be fabricated using the state of the art 40nm Low Power CMOS technology. The Company is continuing to look for some critical joint ventures and pursuing these vigorously.

Employee Stock Option Plan

During the year under report the company has eight 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 Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

(a) MosChip Stock Option Plan – 2001

(b) MosChip Stock Option Plan – 2002

(c) MosChip Stock Option Plan – 2004

(d) MosChip Stock Option Plan – 2005(MI)

(e) MosChip Stock Option Plan – 2005(WOS)

(f) MosChip Stock Option Plan – 2008

(g) MosChip Stock Option Plan – 2008(ALR) (h) MosChip Stock Option Plan – 2008(Director) Disclosures pursuant to para 12 of the above referred SEBI guidelines are set out as Annexure – A, to this report.

Fixed Deposits

The company has not accepted any fixed deposits in terms of Section 58A of the Companies Act, 1956 from the public.

Directors

Pursuant to the provisions of Article 133 of the Articles of Association of the company, Dr. Vijay Chandru and Mr. Vivek Bhargava retires by rotation in the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment. Mr. G. Venkatesh resigned from the Board on 15 March 2013. The Board expresses its appreciation of the valuable contribution made by Mr. G. Venkatesh during the tenure of his directorship. Dr. Madhu Mohan Katikineni resigned from the Board on 14 August 2013. The Board expresses its appreciation of the valuable contribution made by Dr. Madhu Mohan Katikineni during the tenure of his directorship.

Auditors

The Auditors of the company M/s Gokhale & Co., Chartered Accountants (ICAI Reg. No. 000942S), who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Statutory Auditors of the company till the next Annual General Meeting. The company has received their willingness for re-appointment as auditors of the company and as required has furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended from time to time, are set out as Annexure – B to this report. Particulars of Employees

There are no employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as Annexure – C to this report. Directors'' Responsibility statement as per Section 217 (2AA) of the Companies Act, 1956

The Board of Directors of MosChip 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. they 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 2012-13 and of the loss of the company for that period;

c. they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d. the annual accounts were prepared on the basis of a going concern.

Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act 1956, a Report on the Corporate Governance, which, inter alia, includes the composition and constitution of audit committee, is featuring as a part of Annual Report. Your company will continue to adhere in letter and spirit to the good corporate governance policies.

Acknowledgements

Your Directors thank the company''s bankers, investors and vendors for their unstinted support during the year. Your Directors also appreciate the contribution made by the employees at all levels, who through their hard work, perseverance and competence, are taking the company in the right direction.

Your directors also thank the Government of India, particularly the Customs and Excise Departments, Software Technology Park – Hyderabad, Department of Industrial Policy & Promotion under the Ministry of Commerce & Industry, Department of Company Affairs, Reserve Bank of India, Department of Telecommunications and all other agencies for their support, and wish their continued support in future. For and on behalf of the Board of Directors

K. Ramachandra Reddy 26 August 2013 Chairman & CEO

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Mar 31, 2012

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Accounts (including consolidated accounts) of the Company for the year ended 31st March 2012.

Financial Results

(Rs. In Lakhs)

Year ended 31 March 2012 Year ended 31 March 2011 Standalone Consolidated Standalone Consolidated

Total Income 1777.70 3596.34 2484.33 2708.44

Operating Profit before Depreciation & Tax 293.63 1969.34 13.23 (467.65)

Less: Depreciation 56.43 190.74 83.01 486.14

Profit before Tax 237.20 1778.60 (69.78) (953.79)

Less: Provision for Tax 0 42.81 0 0

Profit after Tax before extraordinary and prior period item 237.20 1735.79 (69.78) (953.79)

Less: Extraordinary and prior period item 3036.47 3036.47 1.47 4.15

Profit after tax after extraordinary and prior period item (2799.27) (1300.68) (71.26) (957.94)

Earnings per Share (EPS)

Before extraordinary and prior period item

Basic (0.46) (0.60) (0.15) (2.08)

Diluted (0.46) (0.60) (0.15) (2.08)

After extraordinary and prior period item

Basic (6.08) (2.83) (0.15) (2.08)

Diluted (6.08) (2.83) (0.15) (2.08)

Operations

The consolidated income of the Company was Rs.35.96 Crores and the consolidated loss was Rs.13.01 Crores.

MosChip India

MosChip had very matured I/O product line and had been recording about $5M in revenues annually without much growth. The division was sold to ASIX Electronics Corporation, a listed company in Taiwan, at a consolidated amount of $7M and the inventory at cost. MosChip's SOC (System On a Chip) line is fairly new and has a potential to increase revenues much more than the I/O line but will require additional investment for marketing/sales. The Company is leveraging its SOC design/development experience to go after Value added services such as Custom ASIC development. With the increase in Design Services opportunities world wide, MosChip has incorporated an office in Singapore to address the regional markets, MosChip decided to add another division to branch into Semiconductor Design Services. MosChip will focus on the SOC products and the Design Services.

Subsidiaries

MosChip Semiconductor Technology, USA

MosChip Semiconductor Technology, USA (MosChip USA) the wholly owned subsidiary has recorded revenue of USD 7.03 million.

MosChip Semiconductor Technology Pte. Ltd., Singapore

MosChip Semiconductor Technology Pte. Ltd., Singapore (MosChip, Singapore) the wholly owned subsidiary was incorporated during the financial year 2011-12. The Company started generating revenues in the financial year 2012-13.

Dividend

The Company has not declared any dividend during the year under review.

Increase in Share Capital

The Company has only one class of shares. The Company has not allotted any shares during the year under review. The total paid-up equity share capital of the company is Rs.460,355,170 as on 31 March 2012.

Marketing and distribution

The sale of products developed by the Company is handled by MosChip USA, through its worldwide marketing and distribution networks. The distribution network has enabled a strong presence in China and North America. With the focus in marketing and our experience in SOC line, Company is looking to do few Joint Ventures with large Corporations worldwide to decrease capital outlay but increase revenues by supplying the custom silicon to these corporations utilizing the wealth of technical expertise that the Company has accrued over the 11 years.

MosChip's sales and marketing team focuses on end customers in the US & Asia Pacific regions as these areas are the most sophisticated to adopt new technologies quickly with a large base of companies developing complex SOCs. The Company continues to work with distributors, third party sales and marketing organizations and also with potential end customers to define the appropriate requirements for the products under development. These requirements will include technical specifications, timing of product availability and price points. The sales and marketing channels are initially customer and engineering centric in order to facilitate the development of the system-level components with the greatest market demand.

Employee Stock Option Plan

During the year under report the company has eight 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 Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

(a) MosChip Stock Option Plan - 2001

(b) MosChip Stock Option Plan - 2002

(c) MosChip Stock Option Plan - 2004

(d) MosChip Stock Option Plan - 2005(MI)

(e) MosChip Stock Option Plan - 2005(WOS)

(f) MosChip Stock Option Plan - 2008

(g) MosChip Stock Option Plan - 2008(ALR)

(h) MosChip Stock Option Plan - 2008(Director)

Disclosures pursuant to para 12 of the above referred SEBI guidelines are set out as Annexure - A, to this report.

Fixed Deposits

The company has not accepted any fixed deposits in terms of Section 58A of the Companies Act, 1956 from the public.

Directors

Pursuant to the provisions of Article 133 of the Articles of Association of the company, Mr. G. Prasad and Mr. Vivek Bhargava retire by rotation in the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment.

Mr. G. Venkatesh was appointed as Additional Director of the Company effective 21 May 2012 to hold office up to the date of Thirteenth Annual General Meeting.

The office of Mr. G. Venkatesh as Additional Director of the Company expires at the ensuing Annual General Meeting. The Company has received notice from a member along with Rs.500 as deposit, proposing his candidature, in accordance with the provisions of Section 257 of the Companies Act, 1956.

Mr. A. Ramesh resigned from the Board on 14 October 2011. The Board expresses its appreciation of the valuable contribution made by Mr. A. Ramesh during the tenure of his directorship.

The Board on the recommendation of Remuneration Committee has re-appointed Mr. K. Ramachandra Reddy as Chairman and CEO of the Company for a period of 3 years from 01 September 2012 and the resolutions for approval of his re-appointment and the terms of re-appointment have been included in the notice convening the Thirteenth Annual General Meeting of the Company.

The Board on the recommendation of Remuneration Committee has re-appointed Mr. C. Dayakar Reddy as managing Director of the Company for a period of 3 years from 01 September 2012 and the resolutions for approval of his re-appointment and the terms of re-appointment have been included in the notice convening the Thirteenth Annual General Meeting of the Company.

Pursuant to the provisions of Clause 49 of the Listing Agreement entered with BSE, brief particulars of these directors are provided as an annexure to Notice convening Annual General Meeting.

Auditors

The Auditors of the company M/s Gokhale & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the company, are eligible for reappointment as Statutory Auditors of the company till the next Annual General Meeting. The company has received their willingness for re- appointment as auditors of the company and as required has furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended from time to time, are set out as Annexure - B to this report.

Particulars of Employees

There are no employees in terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as Annexure - C to this report.

Directors' Responsibility statement as per Section 217 (2AA) of the Companies Act, 1956

The Board of Directors of MosChip 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) they 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 2011-12 and of the loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts were prepared on the basis of a going concern.

Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act 1956, a Report on the Corporate Governance, which, inter alia, includes the composition and constitution of audit committee, is featuring as a part of Annual Report. Your company will continue to adhere in letter and spirit to the good corporate governance policies.

Acknowledgements

Your Directors thank the company's bankers, investors and vendors for their unstinted support during the year. Your Directors also appreciate the contribution made by the employees at all levels, who through their hard work, perseverance and competence, are taking the company in the right direction.

Your directors also thank the Government of India, particularly the Customs and Excise Departments, Software Technology Park - Hyderabad, Department of Industrial Policy & Promotion under the Ministry of Commerce & Industry, Department of Company Affairs, Reserve Bank of India, Department of Telecommunications and all other agencies for their support, and wish their continued support in future.

For and on behalf of the Board of Directors

K. Ramachandra Reddy

25 August 2012 Chairman & CEO

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Mar 31, 2010

The Directors have pleasure in presenting the Eleventh Annual Report together with the Audited Accounts (including consolidated accounts) of the Company for the year ended 31st March 2010.

FINANCIAL RESULTS (Rs. in Lakhs)

Year ended 31 March 2010 Year ended 31 March 2009

Standalone Consolidated Standalone Consolidated

Total Income 1707.00 2570.44 1054.29 2750.70

Operating Profit before Deprecia tion & Tax (615.73) (783.44) (698.29) (1089.88)

Less: Depreciation 115.39 496.85 114.28 438.37

Profit before Tax (731.12) (1280.29) (813.01) (1528.25)

Less: provision for FBT 0 0 3.80 3.80

Profit after Tax before extraord inary and (731.12) (1280.29) (816.81) (1532.05) prior period item

Less: Extraordi nary and prior period item (2.01) (40.86) (0.06) (0.06)

Profit after tax after extraor dinary and (733.13) (1321.15) (816.75) (1531.99)

prior period item Earnings per Share (EPS) Before extrao rdinary and prior period item Basic (1.66) (2.98) (1.88) (3.53)

Diluted (1.66) (2.98) (1.88) (3.53)

After extraordinary and prior period item

Basic (1.66) (2.99) (1.88) (3.53)

Diluted (1.66) (2.99) (1.88) (3.53)



Operations

The consolidated income of the Company was Rs.25.70 Crores and the consolidated loss was Rs. 13.21 Crores.

MosChip India

The Companys products, which were launched during the last year, are ramping up in volume production and have started generating income during the year under review.

MosChip USA, a wholly owned subsidiary

MosChip Semiconductor Technology, USA (MosChip USA) the wholly owned subsidiary has recorded revenue of USD 5.41 million.

Dividend

The Company has not declared any dividend during the year under review.

Increase in Share Capital

The Company has made a preferential allotment of 26,50,000 equity shares at Rs. 12.50/- per share to three (3) investors on 30 September 2009.

In view of the above allotment, the total outstanding paid-up equity share capital of the Company has increased from 4,33,85,517 equity shares from the previous year 2008-09 to 4,60,35,517 equity shares as on date.

Marketing and distribution

The sale of products developed by the Company is handled by MosChip USA, through its worldwide marketing and distribution networks. The Company has signed up new distributors in Asia and representatives in the North America during the last year. This distribution network is enabling a stronger presence in China and North America. In addition, the Company is also ramping up its Field Application Resources. The launch of 2 significant chips in

MCS8142/44 and MCS9990 is seeing a lot of design activity in several vertical market segments and a few customers have begun to ramp up the production. The major activity is in the consumer and SOHO markets. The company has not made any major investments into the marketing and sales due to the global economic islowdown most of last year.

MosChips sales and marketing team focuses on end customers in the US & Asia Pacific regions as these areas are the most sophisticated to adopt new technologies quickly. The Company continues to work with distributors, third party sales and marketing organizations and also with potential end customers to define the appropriate requirements for the products under development. These requirements will include technical specifications, timing of product availability and price points. The sales and marketing channels are initially customer and engineering centric in order to facilitate the development of the system-level components with the greatest market demand.

Employee Stock Option Plan

During the year under report the Company has eight schemes in operation as mentioned below, for granting stock options to the employees, directors and employees of its wholly owned subsidiary in accordance with Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999.

(a) MosChip Stock Option Plan - 2001

(b) MosChip Stock Option Plan - 2002

(c) MosChip Stock Option Plan - 2004

(d) MosChip Stock Option Plan - 2005(MI)

(e) MosChip Stock Option Plan - 2005(WOS)

(f) MosChip Stock Option Plan - 2008

(g) MosChip Stock Option Plan - 2008(ALR)

(h) MosChip Stock Option Plan - 2008(Director)

Disclosures pursuant to para 12 of the above referred SEBI guidelines are set out as Annexure – A to this report.

Fixed Deposits

The Company has not accepted any fixed deposits in terms of Section 58A of the Companies Act, 1956 from the public.

Directors

Pursuant to the provisions of Article 133 of the Articles of Association of the Company, Mr. G. Prasad, Director retires by rotation in the ensuing Annual General Meeting and being eligible, offers himself for re- appointment. Pursuant to the provisions of Clause 49 of the Listing Agreement entered with BSE, brief particular of the director is provided as an annexure to Notice convening Annual General Meeting.

Auditors

The Auditors of the Company M/s Gokhale & Co., Chartered Accountants, who retire at the ensuing Annual General Meeting of the Company, are eligible for reappointment as Statutory Auditors of the Company till the next Annual General Meeting. The Company has received their willingness for re- appointment as auditors of the company and as required has furnished a Certificate under Section 224 (1B) of the Companies Act, 1956.

Qualification on the accounts and Boards Clarification

Pursuant to the provisions of sub-section (3) of Section 217 of Companies Act, 1956, qualification of auditors in their report dated 14 May 2010 on the accounts of the Company and Boards clarification on the same are furnished below:

Qualification in Auditors Report

In the Balance Sheet, an amount of Rs 375,579,087/- is being reflected as investment made by the Company in its wholly owned unlisted subsidiary company MosChip Semiconductor Technology, USA (formerly NetMos Technology Inc, USA). The investment is being carried at cost. The subsidiary company has a negative net worth as per the audited financial statements as at March 31, 2010. No provision has been made by the company for the erosion in value of this investment.

Boards clarification

The Board is of the opinion that the difference between the investment amount and the net worth amount of MosChip Semiconductor Technology, USA, at book value, as on 31 March 2010 is not a reflection in the diminution of the value of the investment. The fair market value of MosChip USA, which is based on expected future cash flows over several years and other intangible assets (intellectual property developed and owned by it, the international distribution network, customer base, foundry relationships, etc.), is much higher than its book value. The book value does not capture the real intrinsic worth of an investment. The decline in fair market value of investment in MosChip USA, if any, is temporary in nature and hence no provision has been made in the books of accounts.

Conservation of energy, research and development, technology absorption, foreign exchange earnings and outgo

The particulars as prescribed pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, as amended from time to time, are set out as Annexure – B to this report.

Particulars of Employees

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975, the particulars of employees are set out in Annexure to this Report. However, as per the provisions of Section 219(1)(b)(iv) of the said Act read with the Clause 32 of the Listing Agreement, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Management Discussion & Analysis

Pursuant to the provisions of Clause 49 of the Listing Agreement, a report on Management Discussion & Analysis is set out as Annexure – C to this report.

Directors Responsibility statement as per Section 217 (2AA) of the Companies Act, 1956

The Board of Directors of MosChip 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) they 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 2009-10 and of the loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts were prepared on the basis of a going concern.

Corporate Governance

Pursuant to the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956, a Report on the Corporate Governance, which, inter alia, includes the composition and constitution of Audit Committee, is featuring as a part of Annual Report. Your Company will continue to adhere in letter and spirit to the good corporate governance policies.

Acknowledgements

Your Directors thank the companys bankers, investors and vendors for their unstinted support during the year. Your Directors also appreciate the contribution made by the employees at all levels, who through their hard work, perseverance and competence, are taking the company in the right direction.

Your directors also thank the Government of India, particularly the Customs and Excise Departments, Software Technology Park – Hyderabad, Department of Industrial Policy & Promotion under the Ministry of Commerce & Industry, Department of Company Affairs, Reserve Bank of India, Department of Telecommunications and all other agencies for their support, and wish their continued support in future.



For and on behalf of the Board of Directors

K. Ramachandra Reddy 26 August 2010 Chairman & CEO