Spel Semiconductor Ltd Directors Report

Your Directors present the 40thAnnual Report of the Company together with the Audited Accounts for the year ended Mar 31, 2025. Financial Highlights / Performance/ the Operating results of your Company as per Ind AS Financial Statements for the year ended Mar 31,2025 are given below:

Financial Highlights/Performance

Rs in lakhs

Particulars	Year ended Mar 31, 2025	Year ended Mar 31, 2024
Sales	7,86.42	1,200.41
Other Income	1.65.48	140.96
PBIDT	(3.99.91)	(1,15.86)
Finance Cost	2,88.48	2,57.02
Depreciation	2,00.50	2,87.91
Profit / (Loss) before Before Exceptional items	(8,88.89)	(6,60.78)
Less: Exceptional items	(12,57.14)	(9,76.18)
Profit / (Loss) before Tax	(21,46.03)	(16,36.96)
Tax Expense	43.60	41.78
Profit / (Loss) after Taxation	(21,02.43)	(16,78.74)

Companys performance

The turnover of the Company has decreased to Rs.786.42 Lakhs as compared toRs.1,200.41 Lakhs in the previous year. It is expected to improve production orders in FY 2025-26. The outlook for FY 2025-26 is good and SPEL has plans to introduce new Customers from Europe &US regions.

Dividend

Due to insufficiency of profits during the year under, dividend could not be paid during the year.

Material changes affecting the financial position of the Company which have occurred between the end of Financial Year and the date of the report- Nil

Details of significant and Material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future- Nil.

Transfer to Reserves

There were no transfers made to any Reserves during the Year.

Adequacy of internal financial controls

The Companys internal financial controls systems are commensurate with the nature of business and the size and complexity of its operations. These are routinely tested by the Internal Auditors and cover all key business areas.

Subsidiary/Joint Ventures/Associate Companies

There is no subsidiary or Joint ventures or Associate Companies involved.

Deposits

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

Statutory Auditors

M/s. Venkatesh & Co., Chartered Accountants (FRN: 004636S) shall hold office as Statutory Auditors of the Company till the conclusion of the ensuing Annual General Meeting. As per the provisions of Section 139,142 and other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the Board, upon the recommendation of the Audit Committee, in its Meeting held on June 27, 2023 recommended the appointment of M/s. Venkatesh & Co., Chartered Accountants (FRN:004636S) as the Statutory Auditors of the Company for a further period of 4 consecutive years, to hold office from the conclusion of the 38th Annual General Meeting till conclusion of the 42nd Annual General Meeting to be held in the year 2027. M/s. Venkatesh & Co., Chartered Accountants (FRN: 004636S) have confirmed their eligibility and willingness to hold office as Statutory Auditors of the Company. The Board recommends aforementioned appointment in the forthcoming Annual General Meeting of the Company.

1. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments.

2. The Auditors Report on the Financial Statements of the Company for the financial year ended Mar 31, 2025 is modified i.e., it contains qualification opinion. The Management has provided its remarks on the same in the Statement of Impact of Audit Qualifications submitted along with Annual Audited Financial Results for the quarter and year ended Mar 31, 2025.

Details in Respect of Frauds Reported by Auditors-Nil

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S. Dhanapal, Senior Partner, M/s. S. Dhanapal & Associates LLP, a firm of Practising Company Secretaries to undertake the Secretarial Audit of the Company. Pursuant to Regulation 24A(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S Dhanapal & Associates LLP, a firm of Practising Company Secretaries is proposed to be appointed as Secretarial Auditors for first term of Five consecutive years from FY 2025-26 to FY 2029-30 subject to the approval of Shareholders in the ensuing Annual General Meeting.

Share Capital

There has been no change in the share capital of the Company during the year.

Directors and Key Managerial Personnel

As per the provisions of the Companies Act, 2013, Dr. Nakeeran Ekambaram (DIN: 08638679), is retiring by rotation, being eligible, offers himself for re-appointment.

Change in CFO - Mr. Parthasarathy was appointed as CFO since May 24, 2025

Declaration by Independent Directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations, 2015 in respect of the financial year ended Mar 31,2025.

Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Familiarization Programme for Independent Directors

The Company conducts an orientation program and presents power point presentation for Independent Directors in order to enable them to familiarize with the Companys Policies, Strategy, Operations, Product offerings, Organisation Structure, Human Resources, Technologies, Facilities and Risk Management.

Number of Meetings of the Board

Four Meetings of the Board were held during the year the details of which are given in the Corporate Governance Report, which forms part of this report.

Audit Committee

The details pertaining to composition and Meetings of Audit Committee are included in the Corporate Governance Report, which forms part of this report

Nomination and Remuneration Committee

The details pertaining to Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this report

Details of Nomination and Remuneration Policy

Salient features of the Nomination and Remuneration Policy forms part of this report and the detailed policy is hosted placed on the website of the Company at http://www.natronix.net/.html.

Employees and Managerial Remuneration

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided as part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the Members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the Members at registered office of the Company during office hours till the date of Annual General Meeting.

Managerial Remuneration

Managerial Remuneration is given as annexure which forms part of this report.

Formal Annual Evaluation of Board on its own performance, Committees of the Board and the individual Directors

The Board of Directors have not carried out any annual evaluation of its performance, Committees of the Board and the independent Directors pursuant to the provisions of the Act and Corporate Governance as prescribed under Regulation 17 (10) of SEBI (LODR) Regulation 2015 for the financial year ended Mar 31, 2025.

Loans, guarantees or investments

Particulars of loans, guarantees and investments have been disclosed in the financial statements. Contracts or arrangements with Related Parties

The particulars of every contract or arrangement entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto have been disclosed in Form AOC -2.

Qualifications in Secretarial Audit Report

1 .Based on the Statutory Auditors report for FY 2024-25, we note matters having governance implications, including: material uncertainty on going concern, delays in deposit of statutory dues, default in repayment of a short-term loan, weaknesses in inventory records. While these are outside the scope of secretarial Audit, the Board may consider appropriate corrective action

Reply of the management: The Company is actively implementing corrective actions aimed at infusing additional capital to address financial shortcomings and rectify the defaults that have occurred. These measures are being taken to strengthen the Companys financial position and reduce the material uncertainties surrounding its ability to continue as a going concern.

2. The Demat accounts of the promoters have been frozen due to non-payment of fines imposed by BSE Limited for non-compliances during previous financial years. The fines remain unpaid as of the date of this report.

Reply of the management: The Company has submitted a request for a waiver of fines to the Bombay Stock Exchange (BSE). However, following the partial rejection of this waiver, the Company is planning to refer the matter by filing an appeal with the Securities Appellate Tribunal (SAT).

Vigil mechanism for Directors and Employees

The Company has a Vigil Mechanism by way of Whistle Blower Policy to provide a Vigil Mechanism for Employees and Directors to report genuine concerns. The provisions of this policy are in line with Section 177 (9) of the Act. and as per SEBI (LODR) Regulations 2015. A copy of the policy is uploaded in the website ofthe Company.

Risk Management

The Board of Directors and Senior Management are undertaking measures to identify and monitor the risks faced by the Company and review and evolve the risk mitigation plan. Periodical action is taken to address the major risks identified.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements ofthe Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All the employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint on sexual harassment during the financial year ended 31 03.2025.

Compliance with Secretarial Standards

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to ‘Meetings ofthe Board of Directors and ‘General Meetings, respectively, have been duly followed / complied with by the Company.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and out goare as follows:

Conservation of Energy

The Company has in place an Energy Committee which meets once a month. This Committee consists of Cross-functional Executives. It assesses the potential areas, develops means to save energy and implements the plan with the approval of the Management.

Measures were taken during the year to conserve water and electricity resorting to reuse of Dicing process water, rain water harvesting, power factor improvement and investment on air cooled chillers and air compressors.

Savings in Electricity ,	20242 Units
Savings in Water Consumption	2980 KL

Technology Absorption

The particulars regarding Technology Absorption are not applicable to your Company.

Foreign Exchange Earnings and Outgo

Your Company is a 100% Export Oriented unit and is constantly striving to increase its exports

Foreign Exchange used during the year: 489 Lakhs

Foreign Exchange earned during the year: 1082.31 Lakhs

Research & Development

The Company has carved out an ambitious plan of investment in R&D. This will include investment in

Package Intellectual Property, thereby assisting Companys revenue and profitability in the futureyears.

Corporate Governance Certificate

The Corporate Governance Certificate from the Auditors or practicing Company secretaries regarding

compliance of conditions ofCorporate Governance as stipulated in Schedule V, Regulation 34(3) of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this report.

Miscellaneous:

a. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

b. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

c. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

d. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014is furnished.

e. During the year, there was proceeding initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016 which is being addressed by the Company.

f. The requirement to disclose the details of difference between amount of Valuation done at the time of onetime settlement and valuation done while taking loan from Banks & Financial Institutions along with the reasons thereof, is not applicable.

g. The Company has complied with the provisions of the Maternity Benefit Act 1961

h. There are currently a few cases pending before the National Company Law Tribunal (NCLT), Chennai Bench. The Company is fully aware of its legal obligations and is actively engaged in addressing and resolving these matters. It is taking all necessary steps in accordance with the applicable laws and regulations, including engaging with legal counsel, submitting timely responses and documentation, and cooperating with all procedural requirements set forth by the Tribunal. Efforts are underway to ensure that the matters are concluded at the earliest possible time, with due compliance to the directives of the NCLT.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the bestof their knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. they have 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 viewof the state of affairs of the Company at the end of the financial year and of the loss ofthe Company forthat period;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively and

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial Auditors and external consultants and the reviews performed by the management and the relevant Board Committees, including the Audit Committee, the Board is ofthe opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2023-24.

Acknowledgements

Your Directors place on record their gratitude especially to the Promoters, who had assisted significantly towards the recovery path. Directors also placed on record their gratitude to the Government of India, the Government of Tamil Nadu, Financial Institutions, Bankers, Insurance Companies, Customs & Excise authorities, valued overseas Customers & Vendors and the Promoters for the continued assistance and support extended to the Company.

Yours Directors wish to place on record, their appreciation ofthe efficient and loyal services rendered by the supportive Employees at all levels of the Company. Yours Directors wish to thank the Shareholders who constitute the mainstay ofthe Company for their unstinted support, forbearance confidence reposed on the Management.

Date : Aug 13, 2025
Place: Chennai
	By order of the Board
	For SPEL Semiconductor Limited
Sd/-	Sd 1-
S. Chandramohan	P. Balamurugan
Director	Head Operations & Whole-Time Director
DIN : 0052571	DIN : 07480881