Board approves 73% Vayavya Labs buy and Q2 results; consolidated net loss in the quarter
Board approved unaudited standalone and consolidated results for the quarter and half year ended 30 Sep 2026; auditors S.T. Mohite & Co. gave an unmodified limited review report.
By ScoutQuest · · 2 min read
| Line item | Latest | Year ago | YoY | Prev qtr | QoQ |
|---|---|---|---|---|---|
| Revenue from operations | 11,908.32 | 14,694.34 | −19% | 11,621.30 | +2.5% |
| Total income | 11,993.79 | 14,813.69 | −19% | 11,845.08 | +1.3% |
| Profit before tax | (2,888.22) | 1,247.92 | — | 365.65 | — |
| Profit after tax | (3,040.22) | 1,204.14 | — | 244.67 | — |
| Total comprehensive income | (2,986.90) | 1,245.83 | — | 376.35 | — |
| Basic EPS | (1.56) | 0.63 | — | 0.13 | — |
- Total income - Year ago
- 14,813.69 (−19%)
- Period
- Quarter Ended 30-Sep-26
Also decided at the meeting
- Nomination & Remuneration Committee granted 95,496 Employee Stock Options to eligible employees under existing ESOP schemes.
- Approved acquisition of 73% of Vayavya Labs Private Limited for ₹ 266.71 crores: ₹ 154.52 crores in cash and ₹ 112.19 crores through issuance of swap shares.
- Approved preferential issue of 50,50,686 equity shares of ₹ 2/- each at ₹ 222.14 /- to VLPL selling shareholders towards ₹ 112.19 crores consideration.
- Shareholders' Agreement with VLPL shareholders; acquisition of remaining 27% to be done after 31st March 2028, valuation linked to VLPL performance.
- EGM to be held on 25th November, 2026 to seek shareholders' approval for the preferential issue of swap shares.
Auditor's review
Conclusion: Unmodified
Notes to the results
- During the quarter the Company incurred additional costs on a high complex turnkey ASIC project (cost escalations and customer scope upgrades); discussions on reimbursement of scope-upgrade costs are ongoing.
- NCLT order dated 25 March 2026 approved amalgamation of wholly owned subsidiaries Softnautics Inc and Softnautics Private Limited into the Company; appointed date April 4, 2025; pooling of interests method.
Results approved
The board approved unaudited standalone and consolidated financial results for the quarter and half year ended 30 September 2026. The statutory auditors, S.T. Mohite & Co., Chartered Accountants, carried out a limited review and their report carries an unmodified conclusion.
How the consolidated numbers look (amounts in lakhs)
- Total Income: 11,993.79 in the September 2026 quarter, compared with 14,813.69 in the September 2025 quarter.
- Net profit/(loss) for the period / year (after tax and exceptional item): ₹ (3,040.22) lakhs, compared with ₹ 1,204.14 lakhs a year earlier.
- Half year ended 30 September 2026: Total Income 23,838.87 lakhs and Net profit/(loss) after tax ₹ (2,795.55) lakhs.
- Standalone for the quarter: Total Income 9,984.77 lakhs and Net profit/(loss) after tax ₹ (3,272.77) lakhs.
- Basic earnings per share for the quarter (consolidated): ₹ (1.56), against ₹ 0.63 a year earlier.
Why costs rose
A note explains that during the quarter the Company incurred additional costs on a high complexity turnkey ASIC project that is at an advanced stage of execution. These include cost escalations beyond the Company's control and costs related to scope upgrades requested by the customer. The Company says it is in active discussions with the customer for reimbursement of the costs related to the scope upgrades.
Acquisition of Vayavya Labs
- The Company will acquire 73% of the share capital of Vayavya Labs Private Limited from its existing shareholders for a total consideration of ₹ 266.71 crores under a Share Purchase Agreement.
- The consideration is ₹ 154.52 crores in cash and ₹ 112.19 crores through issue of swap shares.
- The swap leg is 50,50,686 equity shares of face value ₹ 2/- each, issued at ₹ 222.14/- per share on a preferential basis, towards discharge of the ₹ 112.19 crores payable.
- For the remaining 27%, a Shareholders' Agreement will be executed after 31 March 2028, and the valuation will be linked to VLPL business performance.
- The share issue and the transfer of VLPL shares are subject to, among other things, approval of the Company's shareholders and requisite regulatory approvals.
Other board decisions
- The Nomination & Remuneration Committee granted 95,496 Employee Stock Options to eligible employees under existing stock option schemes.
- The board decided to hold an extraordinary general meeting on 25 November 2026 to seek shareholders' approval for the preferential issue of the swap shares.
What a retail investor may track
The shareholder vote at the EGM and the regulatory approvals are the next steps for the acquisition. The quarterly result reflects a loss at the consolidated level, which the Company links to additional costs on a turnkey ASIC project and which it says it is discussing for reimbursement with the customer.
Also from Moschip Technologies
MosChip Q2 FY27: turnkey ASIC project costs drive EBITDA and PBT losses
28 Oct 2026
Preferential issue of 50,50,686 shares at ₹ 222.14 each for 73% stake in Vayavya Labs
28 Oct 2026
Board meeting on 28 October to consider Q2 results, Vayavya Labs acquisition and preferential issue
25 Oct 2026
More numbers
- Total consideration for 73% of Vayavya Labs₹ 266.71 crores
- Cash portion of the acquisition consideration₹ 154.52 crores
- Consideration discharged through swap shares₹ 112.19 crores
- Swap shares to be issued to VLPL selling shareholders50,50,686 equity shares
- Issue price per swap share₹ 222.14 /-
- Employee stock options granted95,496 Employee Stock Options
- Total income, latest quarter11,993.79 (All amounts in lakhs)
- Total income, year-ago quarter14,813.69 (All amounts in lakhs)
- Total income, previous quarter11,845.08 (All amounts in lakhs)
- Total comprehensive income, latest quarter(2,986.90) (All amounts in lakhs)
- Total comprehensive income, year-ago quarter1,245.83 (All amounts in lakhs)
- Total comprehensive income, previous quarter376.35 (All amounts in lakhs)
- Profit after tax, latest quarter(3,040.22) (All amounts in lakhs)
- Profit after tax, year-ago quarter1,204.14 (All amounts in lakhs)
- Profit after tax, previous quarter244.67 (All amounts in lakhs)
- Revenue from operations, latest quarter11,908.32 (All amounts in lakhs)
- Revenue from operations, year-ago quarter14,694.34 (All amounts in lakhs)
- Revenue from operations, previous quarter11,621.30 (All amounts in lakhs)
- Profit before tax, latest quarter(2,888.22) (All amounts in lakhs)
- Profit before tax, year-ago quarter1,247.92 (All amounts in lakhs)
- Profit before tax, previous quarter365.65 (All amounts in lakhs)
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