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SPEL Semiconductor Ltd. Governance Information 2025

May 30, 2025

60798_rns_2025-05-30_d6813c57-9a3b-496f-a415-2014f17de908.pdf

Governance Information

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SPEL~ SPEL Semiconductor Limited

an IC Assembly & Test Company

May 30, 2025

To BSE Limited Corporate Relationship Department, 2nd Floor, New Trading Wing, Rotunda Building, P.J. Towers, Dalal Street, Mumbai-400001.

Dear Sir/Madam,

Sub: Compliance under Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a

Pursuant to Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Secretarial Compliance Report duly issued by Practicing Company Secretary, for the financial year ended Mar 31, 2025.

This is for your kind information and record.

Thanking You, Yours faithfully

For SPEL Semiconductor Limited

P. Balamurugan Head Operations & Whole-Time Director DIN: 07480881

M K MADHAVAN & ASSOCIATES

2C, 2nd Floor, A Block, t 8754461850/044-28112015 Prince Arcade, Cathedral Road, Chennai - 600086.

121 cs [email protected] [email protected] GI www.mkmadhavan.com

SECRETARIAL COMPLIANCE REPORT OF SPEL SEMICONDUCTOR LIMITED FOR THE YEAR ENDED 31st MARCH 2025

[Pursuant to Section 204(1) of t he Companies Act, 2013 and Rule NO.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (LODR) Regulations, 2015]

To

The Members of SPEL SEMICONDUCTOR LIMITED

We have conducted the review of t he compliance of the applicable statutory provisions and the adherence to good corporate practices by SPEL SEMICONDUCTOR LIMITED (CIN: L3220lTN1984PLC011434) (hereinafter referred as 'the listed entity'), having its Registered Office at 5, CMDA Industrial Estate, Maraimalai Nagar, Tamil Nadu, 603209. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity's books, papers, minutes books, forms al'ld returns filed and other records maintained by t he listed entity and also the information provided by the listed entity, its officers, agents and authorized rep resentatives during the conduct of Secretarial Review, we hereby report that in our opinion, the listed entity has, during the review period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the listed entity has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined:

  • (a) all the documents and records made available to us and explanation provided by SPEL SEMICONDUCTOR LIMITED (lithe listed entity');
  • (b) the filings/ submissions made by the listed entity to the stock exchanges;
  • (c) website of the listed entity;
  • (d) any other document/ filing, as may be re levant, which has been relied upon to make this certificatio n,

for the year ended March 31, 2025 ("Review Period") in respect of compliance with the provisions of:

Page 1 of 11

    1. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
    1. the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued t hereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

  • (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
  • (b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018- Not applicable as the Company has not issued any debt securities during the financial year under review.
  • (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
  • (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018- Not applicable as the Company has not bought back/ proposed to buyback any of its securities during the financial year under review;
  • (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021- Not applicable as the Company has not granted any share-based employee benefits during the financial year under review;
  • (f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable as the Company has not issued any debt securities during the financial year under review;
  • (g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2021 -Not applicable as the Company has not issued any Non-Convertible and Redeemable Preference Shares during the financial year under review;
  • (h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

and circulars/ guidelines issued thereunder;

and based on the above examination, we hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr Compliance Regul Deviatio Actio of
Type		 Details Fine Observatio Manageme Remarks
Requirement ation / ns n Action of Amount nsf nt Response
N (Regulations/ Circul take (Advisory/ Violati Remarks of
0 /
circulars		 ar n by Clarificatio on the
guidelines No. n/ Practicing
including - Fine/ Company
specific Show Secretary)
clause) Cause
Notice/
Warning,
etc.)
1 Prior Regul Prior BSE Fine Not Rs .10,000 The Listed Due
to		 The Listed
intimation ation intimati compli plus GST Rs . entity had some Entity paid
about the 29(2)/ on
not		 ed. 1,800 not unexpecte the fine of
Rs. 11,800
meeting of 29(3) made. =Rs.11,800 intimated d to BSE.
the board of about
BSE		 administra
directors the Board tive
shall be Meeting reasons,
given. held
on		 t he
29.05.2024 intimation
could
not
be made.
The future
intimation
s will
be
t aken care
of.

(b) The listed entity has taken t he following actions to comply with the observations made in " previous reports:

guidelines actions
including taken
specific /penalty
the
previous		 cla use) if
imposed,		 entity
reports) any, on
the
listed
entity
1 entity
The
listed		 Regulation Non No pending NIL
submitted to BSE the of the
24A		 compliance remed ial
Annual
Secreta ria l		 SEBI
(LODR)		 with action
was
Compliance Report for Regulations, submission needed
as
the
financial
year		 2015: of secretarial the
Report

Page 3 of 11

ended 31.03.2023 on
01.06.2023 with 1 day
delay.
16.06.2023,
SSE
On
directed
the
listed
entity to submit the
Secretarial Compliance
Report
along
with
Additional
by
affirmations
Practicing
Company
Secretaries
attached
as a detailed annexure.
entity
The
listed
submitted the revised
Report on 26.06.2023.		 Every
listed
entity
shall
submit
a
secreta ria I
compliance
report
in
such form as
specified, to
stock
exchanges,
within
sixty
days
from
end of each
financial
year.		 compliance
report.		 was already
filed .
SSE levied the fine for
26 days delay.
2 entity
listed
The
submitted to SSE the
Audited
Standalone
for
Financial
Results
the
financial
year
ended 31.03.2023 with
31 days delay.
BSE levied the fine for
delays.		 Reg. 33 (3)
(d) of the
SEBI (LODR)
Regulations,
2015:
The
listed
entity
shall
submit
annual
audited
standalone
financial
results
for
the financial
year,
within
sixty
days
from the end
of
the
financial year		 Non
submission
of
the
financial
results within
the
prescribed
period.		 No pending
remedial
action
was
needed
as
the
Report
was already
filed.
r		 NIL
along
with
the
audit
report.
3 The listed entity
disclosed to BSE the
related party		 Reg. 23 (9) of
the
SEBI
(LODR)
_		 Non
disclosure of
the
related
party		 No pending
remedial
action
was
needed
as		 NIL

transactions for the six Regulations, transactions the
Report
months ended
31.03.2023 with delay.		 2015: for
six
the
months		 was already
filed.
BSE levied the fine for
delays.		 listed
The
entity
shall
submit to the
stock
exchanges
disclosures
of
related
party
transactions
in the format
specified
as
on t he date
of
publication
its
of
standalone
and
consolidated		 ended
31.03.2023
within
the
prescribed
period .
financial
results.

I. I/we hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. Particulars Compliance Observations/
No Status Remarks by
(YesjNojNA) PCS
l. Secretarial Standards ~
The compliances of the listed entity are in accordance with the Yes NIL
applicable Secretarial Standards (55) issued by the Institute of
Company Secretaries India (ICSI), as notified by the Central
Government under section 118(10) of the Companies Act, 2013
and mandatorily applicable.
2. AdoQtion and timel)l uQdation of the Policies:
•
All applicable policies under SEBI
Regulations are
adopted with the approval of board of directors of the Yes NIL
listed entities
•
All the policies are in conformity with SEBI Regulations
and has been reviewed & timely updated as per the Yes NIL
regulations/circulars/guidelines issued by SEBI

3. Maintenance and disclosures on Website:
•
The Listed entity is maintaining a functional website .
•
Timely dissemination of the documents/ information		 Yes
Yes		 NIL
NIL
under a separate section on the website.
•
Web-links provided in annual corporate governance
reports under Regulation 27(2) are accurate and specific
which re-directs to the relevant document(s)/ section of
the website.		 Yes NIL
4. Disgualification of Director:
None of the Director of the Company are disqualified under
Section 164 of Companies Act, 2013		 Yes NIL
S. Details related to Subsidiaries of listed entities have been
examined w.r.t.:
(a) Identification of material subsidiary companies		 Yes NIL
(b) Requirements with respect to disclosure of material as
well as other subsidiaries		 Yes SPEL
Semiconductor
Packaging
-
Limited
is
Wholly-owned
of
subsidiary
the
listed
entity.
r As
per
listed
entity's
explanation,
the
wholly
owned
subsidiary is yet
to
commence
operations and
its
investment
has
been
impaired
fully
and
the
consolidation
of
accounts
would
not
arise.

it
And,
is
expected
to
off the
strike
Wholly-owned
subsidiary
soon.
the
So,
.Board
composition
and
the
committee
formation
as
per the LODR
would
not be
necessary.
Preservation of Documents:
The listed entity is preserving and maintaining records as
prescribed under SEBI Regulations and disposal of records as per
Policy of Preservation of Documents and Archival
policy
prescribed under SEBI LODR Regulations, 2015.		 Yes NIL
Performance Evaluation:
The listed entity has conducted performance evaluation of the
Board, Independent Directors and the Committees at the start
of every financial year/during the financial year as prescribed in
SEBI Regulations.		 Yes NIL
Related Party Transactions:
(a) The listed entity has obtained prior approval of Audit
Committee for all Related party transactions		 Yes
r		 NIL
provide detailed
reasons along with confirmation
whether the
transactions
were
subsequently
approved/ ratified/ rejected by the Audit committee in
case no prior approval has been obtained.		 NA Prior
approval
been
has
obtained.
Disclosure of events or information:
The listed entity has provided all the required disclosure(s)
under Regulation 30 along with Schedule III of SEBI LODR
Regulations,
2015
within
the
time
limits
prescribed
thereunder.		 Yes NIL
Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6)
SEBI (Prohibition of Insider Trading) Regulations, 2015		 Yes NIL
(b) In case no prior approval obtained, the listed entity shall

11. Actions taken by SEBI or Stock Exchange(s), if any:
No action(s) has been taken against the listed entity/ its
promoters/ directors/ subsidiaries either by SEBI or by Stock
Exchanges (including under the Standard Operating Procedures
issued by SEBI through various circulars) under SEBI Regulations
and circulars/ guidelines issued thereunder (or)
The actions taken against the listed entity/ its promoters/
directors/ subsidiaries either by SEBI or by Stock Exchanges are
specified in the last column		 No. Promoters'
Demat
Accounts have
been
.frozen
due to
non-payment
of
fines
BSE
for
imposed
various
non
compliances in
the
previous
financial years.
" As per the listed
entity's
explanations, it
has been under
severe financial
for the
stress
past few years
remains
and
to
'unable
afford' such a
huge
fine
imposed
by
BSE.
It applied for
waiver of fees.
But, BSE has
waived a few
fines.
It is in the
process of
appealing with
SEBI Appellate
Tribunal for
waiver.
Page 8 of 11
12. Resignation of statutory auditors from the listed entit~ or its
material subsidiaries:
In case of resignation of statutory auditor from the listed entity
or any of its material subsidiaries during the financial year, the
listed entity and / or its material subsidiary{ies) has / have
complied with paragraph 6.1 and 6.2 of section V-D of chapter V
of the Master Circular on complia nee with the provisions of the
LODR Regulations by listed entities.
13. Additional Non-com~liances, if an~:
No
additional
non-compliances
observed
for
any
SEBI
regulation/circular/guidance
note etc. except as
reported
above.		 Yes NIL

Compliances related to resignation of statutory auditors from listed entities and their material subsidiaries as per SEBI Circular CIR/CFD/CMD1/114/2019 dated 18th October, 2019:

Sr. Particulars Compliance Observati
No Status ons/
(Yes/No/NA) Remarks
by PCS
1. Com~liances with the following conditions while a~pointing/ re
appointing an auditor
If the auditor has resigned within 45 days from the end
i.		 NA There was
of a quarter of a financial year, the auditor before such no
resignation, has issued the limited review/ audit report r resignatio
for such quarter; or of
n
If the auditor has resigned after 45 days from the end
ii.		 Auditors.
of a quarter of a financial year, the auditor before such NA
resignation, has issued the limited review/ audit report There was
for such quarter as well as the next quarter; or no
resignatio
iii.
If the auditor has signed the limited review/ audit		 of
n
report for t he first three quarters of a financial year,
the auditor before such resignation, has issued the		 NA Auditors.
limited review/ audit report for the last quarter of such There was
financial year as well as the audit report for such no
financial year. resignatio
of
n
Auditors.

2. Other conditions relating to resignation of statutory auditor
Reporting of concerns by Auditor with respect to the
i.
listed entity/its material subsidiary to the Audit
Committee:
In case of·any concern with the management ofthe
a.
listed ent ity/material subsidiary such as
non
availability of information / non-cooperation by
the management which has hampered the audit
process, the auditor has approached the Chairman
ofthe Audit Committee ofthe listed entity and the
Audit Committee shall
receive
such
concern
directly and
immediately
without
specifically
for
waiting
the
quarterly
Audit
Committee
meetings.		 NA There was
no
resignatio
of
n
Auditors.
In case the auditor proposes to resign, all concerns
b.
with respect to the proposed resignation, along
with releva nt documents has been brought to the
notice ofthe Audit Committee. In cases where the
proposed resignation is due to non-receipt of
information / explanation from the company, the
auditor has informed the Audit Committee the
details of information/ explanation sought and not
provided by the management, as applicable.		 NA There was
-
no
resignatio
of
n
Auditors.
The Audit Committee / Board of Directors, as the
c.
case may be, deliberated on the matter on receipt
of such information from the auditor relating to
the proposal to resign as mentioned above and
communicate its views to the management and
the auditor.		 ,
NA		 There was
no
resignation
of Auditors.
Disclaimer in case of non-receipt of information:
ii.
The auditor has provided an appropriate disclaimer in
its audit report, which is in accordance with the
Standards of Auditing as specified by ICAI / NFRA, in
case where the listed entity/ its material subsidiary has
not provided information as required by the auditor.		 NA There was
no
resignation
of Auditors.

3. listed entity j
material subsidiary
has obtained
The
its		 NA There was
information from the Auditor upon resignation, in the format as no
specified
in
Annexure-
A
in
Circular
CIR/
SEBI		 resignation
CFDjCMDlj114/2019 dated 18th October, 2019. of Auditors.

We further, report that

  • (a) the disclosure requirements of Employee Benefit Scheme Documents in terms of regulation 46(2) (za) of the LODR Regulat ions is not applicable for this listed entity.
  • (b) The listed entity has complied with the requirement of Structured Digital Database (SOD) pursuant to provisions of Regulation 3(5) and 3(6) of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

Assumptions & Limitation of scope and Review:

    1. Compliance of the applica ble laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management ofthe listed entity.
    1. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.
    1. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.
    1. This Report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

For M K MADHAVAN & ASSOCIATES

Proprietor Membership No.: F-8408/ c.P. No.: 16796 P.R. No. 1221/2021

UDIN: F008408G000511218

Date: 30.05.2025 Place: Chennai

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