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MosChip Technologies Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 3971.98 Cr. P/BV 13.52 Book Value (Rs.) 15.24
52 Week High/Low (Rs.) 288/130 FV/ML 2/1 P/E(X) 118.70
Bookclosure 28/09/2024 EPS (Rs.) 1.74 Div Yield (%) 0.00
Year End :2025-03 

Your directors take immense pleasure in presenting the 26th Annual Report on the business and operations of your
Company along with the Audited Standalone & Consolidated Financial Statements for the year ended 31st 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 31st 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. 20th 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 31st 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
suresh.cs@moschip.com.

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 31st
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 23rd Annual General Meeting
(AGM) held on August 26, 2022 till the conclusion of the
28th 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
31st 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:

Ý Statutory maternity leave as per applicable law

Ý Continuation of salary and applicable benefits
during maternity leave

Ý Access to nursing breaks where required

Ý 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: 30th July, 2025 Din: 05345536



 
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