SPEL Semiconductor Ltd

AGM and resolutions overview

• AGM date fixed Sep 14, 2026; book closure Sep 7–14; e-voting Sep 11–13; cut-off Sep 7.
• Notice for 41st AGM for year ended Mar 31, 2026 issued; available on website.
• Ordinary business: adoption of Audited Financial Statements for year ended Mar 31, 2026.
• Ordinary business: re-appointment of Dr. Venkatasubramanian V Meenakshi (DIN 10680038) who retires by rotation.
• Special: sale/transfer of land up to 3.7 acres at Maraimalai Nagar; board empowered.
• Special: increase authorized share capital to Rs 90 crore; amend MOA Clause V.
• Special: rights issue to existing shareholders up to Rs 500 crore; terms at board discretion.
• Special: borrowing powers up to Rs 1,000 crore; various instruments; aggregate cap.
• Special: creation of charges to secure borrowings up to Rs 1,000 crore; mortgage on assets.
• Special: redemption of promoter-held redeemable preference shares (Rs 12.95 crore) and debentures (Rs 7 crore).

Financials

• Revenue from operations: Rs 6.28 crore for year ended Mar 31, 2026.
• Total income: Rs 8.53 crore for the year.
• PBIDT: Rs 1.18 crore; finance costs Rs 5.06 crore; depreciation Rs 1.14 crore.
• PBT and PAT both negative at Rs 23.84 crore.
• EPS: Rs -5.17; no dividend due to losses.
• Cash flows: CFO Rs 12.94 crore; CFI Rs 2.24 crore; CFF Rs -15.18 crore.
• Market cap Rs 629.04 crore; P/E about 20.89; 95.07% shares in demat.

Capital structure & liquidity

• Total borrowings Rs 10.82 crore; secured Rs 7.00 crore, bank borrowings Rs 4.13 crore.
• Current liabilities Rs 75.16 crore; MSME payables Rs 32.05 lakh; others Rs 294.93 lakh.
• Current ratio 0.53x; Debt-Equity ratio 6.86x; Debt service coverage 2.01x.
• Net cash from operations Rs 12.94 crore; financing cash flow Rs -15.18 crore.

Operations & risk

• Factory operations suspended since 14 January 2026; production halted in Q4 FY2025-26.
• Auditor flags going-concern risk due to losses and negative cash flows.
• Inventory and stock-record controls flagged as material weakness.

Governance & management

• Dr Enakshi Bhattacharya resigned as independent director on 13 Aug 2025.
• Govindan Nagarajan appointed independent director on 13 Aug 2025.
• CFO Parthasarathy removed on 19 May 2026; Aaditya Pandian appointed CFO.
• Secretarial auditor M K Madhavan & Associates engaged for five-year term, subject to AGM.

Capital actions & fundraising

• Rights issue up to Rs 500 crore; terms and pricing to be determined by the Board.
• Authorized share capital to be increased from Rs 60 crore to Rs 90 crore.
• Sale/transfer of land up to 3.7 acres to raise funds for liabilities and growth.

Audit & compliance

• Independent Auditor's Report: qualified due to inventory-related internal-control weakness.
• Secretarial audit flagged 120-day gap between Audit Committee meetings; remedial actions noted.
• Company generally compliant with SEBI LODR; some governance disclosures confirmed.

Outlook & strategic drivers

• India ISM incentives support expansion; central and state subsidies could finance OSAT upgrades.
• China+1 diversification and India OSAT growth present longer-term upside for SPEL.
• AI-driven OSAT and advanced packaging demand bullish; SPEL positioned near automotive and electronics hubs in TN.

Key outcomes

• Board approved unaudited results for quarter ended June 30, 2026.
• Unaudited results and limited review report enclosed under SEBI LODR.
• 41st AGM fixed for Sep 14, 2026 at 10:20 AM via VC/OAVM.
• Register of Members and Transfer Books closed Sep 7–14, 2026.
• Cut-off date for AGM is Sep 7, 2026.
• Remote e-voting scheduled Sep 11–13, 2026, 10 AM to 5 PM.
• Voting rights determined on equity shares held as on cut-off date.

Meeting Details

• Date: Aug 20, 2026; Time: 9:45 AM; Location: not disclosed.

Key Agenda Items

• To consider and approve unaudited standalone financial results for the quarter ended Jun 30, 2026.

Meeting Details

• Board meeting scheduled for Wednesday, Jul 29, 2026, at 11:00 AM.

Key Agenda Items

• To consider and approve Tripartite Strategic Memorandum of Understanding with Calsoft Chennai and Natronix-India.

Other Notes

• Trading window closed from Jun 30, 2026 until 48 hours after audited standalone Jun 30, 2026 results.

Meeting Details

• Scheduled on Monday, 20 July 2026 at 10:15 AM; location not disclosed.

Key Agenda Items

• To consider and approve raising funds via rights issue and/or QIPs or any combination.

Other Notes

• Trading window closed for designated persons from 30 Jun 2026 until 48 hours after Q2 audited results.

Meeting Details

• Board meeting scheduled for May 19, 2026 at 10:35 AM.

Key Agenda Items

• Approve audited standalone financial results for quarter and year ended March 31, 2026.

Other Notes

• Trading window closed from March 31, 2026 until 48 hours after results declaration.