SPEL Semiconductor Ltd

SPEL Semiconductor Limited — Trading Window closed from Sep 30, 2026 until 48 hours after the date of declaration of unaudited financial results for the quarter ended Sep 30, 2026

AGM Details

• Date/time/mode: 14 Sep 2026, 10:20 AM, via VC/OAVM.
• Results declared on 15 Sep 2026; cut-off date 07 Sep 2026.
• Total shareholders on cut-off: 112,193.
• Scrutinizer report attached; e-voting results disclosed.

Resolutions and outcomes

• Resolution 1: Adoption of Audited Financial Statements — Ordinary; passed with 98.06% favour.
• Resolution 2: Reappointment of Dr. Venkatasubramanian V Meenakshi — Ordinary; passed with 98.04% favour.
• Resolution 3: Sell/Lease or dispose of undertaking — Special; passed with 98.01% favour.
• Resolution 4: Increase in Authorized Capital; amend MOA — Special Ordinary; passed with 98.06%.
• Resolution 5: Rights issue of equity shares — Special; ordinary resolution; passed with 98.06%.
• Resolution 6: Borrowing powers of the Board — Special; ordinary resolution; passed with 98.04%.
• Resolution 7: Creation of Charges on properties — Special; passed with 98.06%.
• Resolution 8: Raising funds up to Rs 500 crore through permissible securities — Special; passed with 98.06%.
• Resolution 9: Redemption of Redeemable Preference Shares — Failed; 3.87% favour; promoter-interest excluded.
• Resolution 10: Redemption of Debentures — Failed; 3.88% favour.

Dividend and capital actions

• Dividend: No dividend declared or proposed.

Director and Auditor changes

• Director reappointment: Dr. Venkatasubramanian V Meenakshi; retires by rotation.
• Auditor actions: No auditor appointments or changes disclosed.

AGM proceedings and resolutions

• AGM held via VC/OAVM on 14 September 2026; adjourned for quorum, resumed later.
• Remote e-voting opened 11 September 2026 and closed 14 September; results pending.
• Adoption of Audited Financial Statements – Ordinary resolution.
• Re-appointment of director by rotation – Ordinary resolution.
• Approval to sell, lease or dispose of substantial undertakings – Special resolution.
• Increase in authorized share capital and MOA amendment – Ordinary resolution.
• Issue of equity shares on rights basis – Special resolution.
• Borrowing powers of the Board – Special resolution.
• Creation of charges / mortgage of assets – Special resolution.
• Approval for raising funds through permissible securities – Special resolution.
• Approval for redemption of redeemable preference shares – Ordinary resolution.
• Approval for redemption of debentures – Ordinary resolution.
• Voting results to be announced after Scrutinizer's report within 48 hours.
• Meeting concluded at 11:00 AM.

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.

Delay in results submission

• Delay in unaudited standalone results for quarter ended Jun 30, 2026 due to plant shutdown and power outage.

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.