Preferential issue of 50,50,686 shares at ₹ 222.14 each for 73% stake in Vayavya Labs
Board approved acquisition of 73% of Vayavya Labs for ₹ 266.71 crores.
By ScoutQuest · · 3 min read
- Acquisition stake
- 73% of Vayavya Labs
- Total consideration
- ₹ 266.71 crores
- Q2 consolidated net loss
- ₹ 3,040.22 lakhs
The board of MosChip Technologies met on 28th October, 2026 and approved a large acquisition, a preferential issue of shares to fund part of it, and the unaudited results for the quarter and half year ended 30th September 2026.
The deal at a glance
- Acquisition of 73% of the share capital of Vayavya Labs Private Limited from its existing shareholders under a Share Purchase Agreement.
- Total consideration of ₹ 266.71 crores.
- Of this, ₹ 154.52 crores is payable in cash and ₹ 112.19 crores through swap shares.
- An EGM is called on 25th November, 2026 to seek shareholders' approval for the preferential issue of these swap shares.
How the swap shares work
- 50,50,686 equity shares of face value ₹ 2/- each are to be issued, offered and allotted to the selling shareholders of Vayavya Labs on a preferential basis.
- The issue price is ₹ 222.14 per share.
- These shares discharge the ₹ 112.19 crores portion of the consideration.
- Because the shares go to the sellers of Vayavya Labs rather than to the public, the total number of shares outstanding would rise if the issue is completed, which affects the ownership percentage of existing shareholders.
The remaining 27%
- A Shareholders' Agreement with the shareholders of Vayavya Labs for acquiring the remaining 27% shareholding will be executed after 31st March 2028.
- The valuation for that balance stake will be linked to Vayavya Labs' business performance.
What still has to happen
- The issuance and allotment of the swap shares, and the transfer of Vayavya Labs shares by the selling shareholders to the company, are subject to receipt of shareholders' approval and requisite regulatory approvals, among other conditions.
Results for the quarter
- Consolidated total income was ₹ 11,993.79 lakhs, against ₹ 14,813.69 lakhs in the quarter ended 30th September 2025.
- Consolidated net profit/(loss) after tax was ₹ (3,040.22) lakhs, against a profit of ₹ 1,204.14 lakhs a year earlier.
- For the half year, consolidated net profit/(loss) after tax was ₹ (2,795.55) lakhs, against ₹ 2,296.62 lakhs in the same half of the previous year.
- On a standalone basis, the quarter's net profit/(loss) after tax was ₹ (3,272.77) lakhs.
The company's explanation
- During the quarter it 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 scope upgrades, and that the treatment of the additional cost follows the relevant Ind AS.
- It also states that handling such a project strengthens it in the turnkey ASIC business in future.
Employee stock options
- The Nomination & Remuneration Committee granted 95,496 Employee Stock Options to eligible employees under existing stock option schemes.
What a shareholder may want to track
- The outcome of the EGM on 25th November, 2026 for the preferential issue.
- The receipt of the remaining regulatory approvals needed to close the acquisition.
- How Vayavya Labs' business performs, since the price of the balance 27% is linked to it.
On balance, the announcement puts a sizeable acquisition on the table, part-funded by fresh shares, alongside a quarter that moved to a consolidated loss after additional project costs.
Also from Moschip Technologies
MosChip Q2 FY27: turnkey ASIC project costs drive EBITDA and PBT losses
28 Oct 2026
Board approves 73% Vayavya Labs buy and Q2 results; consolidated net loss in the quarter
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 component of consideration₹ 154.52 crores
- Consideration discharged through swap shares₹ 112.19 crores
- Swap shares to be issued on preferential basis50,50,686 equity shares
- Issue price per swap share₹ 222.14 /-
- Stake acquired in Vayavya Labs73%
- Employee stock options granted95,496
- Consolidated net profit/(loss) after tax for the quarter(3,040.22) lakhs
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