May 27, 2023

BSE Limited 2nd Floor, New Trading Ring, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 Scrip Code: 517166

Dear Sir / Madam,

Sub: Notice of Postal Ballot (Including Remote e-Voting) – Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Notice of Postal Ballot dated May 25, 2023 together with the Explanatory Statement thereof seeking approval of the Shareholders on the following matters:

Appointment of M/S. Venkatesh & Co., Chartered Accountants (FRN:004636S) as Statutory Auditors to fill the casual vacancy caused by the resignation of Mr. K. Nandhiswaran (M.No. 207644);

The aforesaid Notice has already been dispatched to the members on May 26, 2023, whose names appear on the Register of Members as on the Cut-Off date i.e., May 19, 2023 to their registered email address.

Further, please find below the schedule of events for Postal Ballot:

Sl.	Particulars of Events	Date
1.	Cut-off date for sending notice to the shareholders	May 19, 2023
2.	Remote E-Voting Start Date	May 27, 2023
3.	Remote E-Voting End Date	June 25, 2023
4.	Scrutinizers Report	June 26, 2023
5.	Declaration of Results	June 26, 2023

The said Postal Ballot Notice will also be made available on the website of the Company www.spel.com. The results of voting by means of postal ballot through remote e-voting shall be declared on June 26, 2023 and the same will be communicated to the BSE and will be uploaded on the website of the Company at www.spel.com.

Please take the above information on record. Thanking you Yours faithfully,

FOR SPEL Semiconductor Limited

Sankaranarayanan Sivaraman (FCS 2918) Company Secretary

\$pffit SFffi L #xrilrfi *msrndnxmt*n #_f xm f;*m #

w t# esw*t\$g & ftr#S *agl1?#*d19s

CIN: L3 2 2 0 1TN 1984PLCOll43 4

Reg Office: No. 5, CMDA Industrial Estate, Maraimalai Nagar, Tamil Nadu - 603209 Email ID: [email protected] ll Ph: 04+47405300 ll Website: www.natronix.net/SPEL.html

POSTAL BALLOT NOTICE

(Pursuantto Section 770 of the Companies Act, 2073 and Rules made thereunder)

Dear Member(s),

t. NOTICE of Postal Ballot ["Notice"J is hereby given to the Members of SPEL Semiconductor Limited ["the Company"J pursuant to the provisions of Sections 108, 110 and other applicable provisions,if any, of the Companies Act, 2013 ("the Act") read with Rule 20 and 22 of the Companies (Management and AdministrationJ Rules,20L4 ["the Rules"), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India flisting Obligations and Disclosure Requirements) Regulations, 201.5 ("SEBI LODR Regulations"), Secretarial Standards on General Meetings issued by the Institute of Company Secretaries of India ["Secretarial Standard-2") [including any statutory amendment(s), modification[s) or re-enactment[s) thereof, for the time being in forceJ, read with General Circular no. 14/2020 dated Apr 8, 2020, General Circular no. t7 /2020 dated Apr 13, 2020 and General Circular no.1,1,/2022 dated Dec 28, 2022 read with other relevant circulars issued by the Ministry of Corporate Affairs, Government of India in the backdrop of Covidlg pandemic (collectively referred to as "MCA Circulars"J and/or any other applicable law, rules or regulations for the time being in force, to transact the item of special business, as set out in this Postal Ballot Notice and to seek approval of the Members through voting by electronic means ("remote e-voting") for the below item.

In view of the extraordinary circumstances due to COVID-19 pandemic requiring social distancing, Ministry of Corporate Affairs, Government of India (the "MCA") in terms of

the MCA Circulars, has advised the companies to take all decisions requiring members approval, other than items of ordinary business or business where any person has a right to be heard, through the mechanism of postal ballot / e-voting in accordance with the provisions of the Act and Rules made there under, without holding a general meeting that requires physical presence of members at a common venue. MCA has clarified that for companies that are required to provide e-voting facility under the Act, while they are transacting any business(es) only by postal ballot up to September 30, 2023, the requirements provided in Rule 20 of the Rules as well as the framework provided in the MCA Circulars will be applicable mutatis mutandis. Further, the Company will send Postal Ballot Notice by email to all its members who have registered their email addresses with the Company or depository / depository participants and the communication of assent / dissent of the members will only take place through the remote e-voting system. This Postal Ballot is accordingly being initiated in compliance with the MCA Circulars

Hence, in compliance with the requirements of the MCA Circulars, hard copy of Postal Ballot Notice along with Postal Ballot Forms and prepaid business reply envelope will not be sent to the members for this Postal Ballot and members are required to communicate their assent or dissent through the remote e-voting system only.

The Board of Directors of the Company proposes to obtain the consent of the members by way of Postal Ballot for the matters as appended below. The Explanatory Statement pursuant to Section 102 of the Act setting out material facts and the reasons for the proposed Resolution is also annexed.

You are requested to peruse the proposed Resolution along with its Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail: [email protected] (Website : www.spet.com CIN: L32201TN1984PLC011434

%pma" ^Sffiffi t ffi*wxr-\$**rudmsm€*r X*xmwhffi#

rin t{ A\$,(#.4t!.W..& f#w Xe*.rxr{rl.s.f

SPECIAL BUSINESS:

Item No. 1: APPOINTMENT OF M/S. VENKATESH & CO.. CHARTERED ACCOUNTANTS (FRN:004636S) AS STATUTORY AUDITORS TO FIIL THE CASUAL VACANCY CAUSEp By THE RESIGNATION OF MR. K. NANpHISWARAN (M.NO. 2O76++l

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:

'RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions , if any, of the Companies Act, 2013 and rules made thereunder and pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['Listing Regulations') [including any statutory modification[sJ or reenactment thereof for the time being in force), M/s. Venkatesh & Co., Chartered Accountants [FRN:0046365) be and are hereby appointed as Statutory Auditors of the company to fill the casual vacancy caused by the resignation of Mr. K. Nandhiswaran (M.NO. 207644) vide resignation letter dated 1,5.05.2023, to audit the books of accounts of the companyforthe financial year 2022-23 and to hold office until conclusion of the forthcoming Annual General Meeting."

"RESOLVED FURTHER THAT Board be and is hereby authorized to decide and finalize the terms and conditions of their appointment and to fix the remuneration of Statutory Auditors of the Company, in addition to reimbursement of out-of-pocket expenses."

'RESOLVED FURTHER THAT the Directors of the company be and are hereby severally authorized to do all such acts, deeds and things as may be necessary to give effect to the above resolution including filing of returns and intimations with the Registrar of Companies, Chennai, BSE and SEBI as may be required."

By order ofthe Board For SPEL SEMICONAUCTOR LIMITED

llr v" il ⁿ I l\ tu-- P. BALATT4IURUGAN WHOTE-TIME DIRECTOR DIN:07480881

Date: 25thMay 2023 Place: Chennai

^SCfidSe h}(fucl\$*l F*l\$x, h#lil *tflfrer {{ac!it|**} \$63 7*9" N+!st* *l{ail ; }nt\$S*pat,t*rn ;ltrsbgi{s : ffi{i?T *ps*. s&dri SIH ; LS*f*l ?r*1***Sl-€&t1'*'l{

IC Assembly & Test Company

Notes:

1. Explanatory Statement setting out all the material facts concerning the proposed special business and reasons thereof pursuant to Section 102 of the Companies Act, 2013 read with Section 110 of the Companies Act, 2013 are annexed to this Notice. Further, the relevant details with respect to Item No. 1 pursuant to the Companies Act, 2013, respective Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India are also annexed.
1. The Postal Ballot Notice is being sent to all the Members, whose names appear in the Register of Members/List of Beneficial Owners as received from Depositories 1.e. National Securities Depository Limited ("NSDL") / Central Depository Services (India) Limited ("CDSL") as at the closing hours of business on 19th May 2023 in accordance with the provisions of the Companies Act, 2013, read with Rules made there under and Ministry of Corporate Affairs, Government of India's General Circular No. 17/2020 dated April 13, 2020.
1. In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read together with the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the 'Listing Regulations') as amended from time to time, the Company is pleased to offer remote e-voting facility to all the members of the Company. The Company has appointed Central Depository Services (India) Limited (hereinafter referred to

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail: [email protected] (Website : www.spet.com CIN: L32201TN1984PLC011434

S#fi#fu-; ffi ffi ffi fu Ssnr \$mcpndrumtnr Linr #fmd

afi ffi **rw*bg & Y#{ef, #d#

as "CDSL"J for facilitating e-voting to enable the members to cast their votes electronically [hereinafter referred to as the "Remote e-voting').
1. This Postal Ballot Notice will also be available on the Company's website www.spel.com, website of the Stock Exchanges i.e. BSE Limited www.bseindia.com and also on the website of CDSL at www.cdsl.com. at at
Members would be able to cast their votes and convey their assent or dissent to the proposed resolution only through the remote e-voting process. Members whose names appear on the Register of Members/List of Beneficial Owners as on the cut-off date will be considered for the purpose of e-voting. 5.
Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the e-voting '.".25ttrfune2023in terms of Secretarial Standard - 2 on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India.
1. A member cannot exercise his vote by proxy on Postal Ballot.
1. As required by Rule 20 and Rule 22 of the Companies (Management and AdministrationJ Rules,20L4 read with the MCA Circulars and the SEBI Listing Regulations, the details pertaining to this Postal Ballot will be published in one English National daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Chennai.
1. In compliance with Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 of the Companies [Management and AdministrationJ Amendment Rules, 2015 [as amended from time to time) and Regulation 44 of the SEBI Listing Regulations and the said Circulars, the Company is pleased to provide the facility of "e-voting" to its Shareholders, to enable them to cast their votes on the

^SFffi t ffism imtrr:ldrxtr il_ff n ttd

aa t# \$sw**4F s ?*** *e\$vcildtrd*ts

resolutions proposed to be passed at the EGM, by electronic means. The instructions for e-voting are given in this Notice. eVoting will commence on 27th May 2023 at 10.00 A.M. and will end on 25ttrfune 2023 at 5.00 P.M. The Company has engaged the services of Central Depository Services [ndia) Limited ['CDSL"J, who will provide the e-voting tacility of casting votes to a Shareholder using remote e-voting system. E-Voting shall not be allowed beyond the said time & date.

1. The Company has appointed Mr. N. Ramanathan, Partner of M/s. S Dhanapal & Associates, Practicing Company Secretaries, Chennai, (peer reviewedJ as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.
11.The Scrutinizer shall after the receipt of assent or dissent of the Members on or before 25ttt fune 2023 and after the completion of his Scrutiny, submit his report to the Chairman of the Company on 26th lune 2023. The Result shall be announced by the Chairman of the Company,on 26thfune 2023 at Company's Registered Office and the resolution will be taken as passed effectively on the last date onwhich the company received duly completed postal ballot form as per SS-2 issued by ICSI i.e. 25tr lune 2023 will be taken to be date of passing the resolution.
LZ.The results of the postal ballot will be placed on the Company's website at www.spel.com and CDSL at www.cdslindia.com immediately after the result is declared. The Company shall simultaneously forward the results to the Stock Exchange where the shares of the Company are listed i.e. BSE in accordance with the provisions of SEBI Listing Regulations.

^S{Siff& *rsk\$*r|#I #.r*|sil, i#* ttru'** *{*t*t*fie4 S*3 ?,#*. ilr,flt* **l*all ; l*{*Supotctttl :\$|fd&ats : \$r!#!i.* *F*t *{}tr} ctH, LsllcttNls&{plcol{{rd

5#Ptr]L ffiWffi|"- #*rc \$m sprx ^durt* r L*rw**;wffi

a* f# i{rx*orbg & Vs.x #;*ryry61t+s

13.THE INSTRUCTIONS OF SHAREHOTDERS FOR REMOTE E.VOTING ARE AS UNDER:

i. The E-Voting period begins on Z7nMay 2023 at L0:00 A.M. and ends on 25th June 2023 at 5:00 P.M. During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date [record date) of 19s May 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
Pursuant to SEBI Circular No. SEBI/HO/CFD/CMDICIR/P/2020/242 dated 09.12.2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015,listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders resolutions.. ii.

Currently, there are multiple e-voting service providers IESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to ^a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, lll.

an IC Assembly & Test Company

Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.

Pursuant to the above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode is given below:

Type of shareholders	Login Method
Individual	Users who have opted for CDSL Easy / Easiest facility, can login
Shareholders holding	through their existing user id and password. Option will be made
securities in Demat	available to reach e-voting page without any further
mode with CDSL	authentication. The URL for users to login to Easy / Easiest
	arehttps://web.cdslindia.com/myeasi/home/login visit or
	www.cdslindia.com and click on Login icon and select New
	System My easy.

	After successful login the Easy / Easiest user will be able to see
	the e-Voting option for eligible companies where the e-voting is
	in progress as per the information provided by Company. On
	clicking the e-voting option, the user will be able to see e-Voting
	page of the e-Voting service provider for casting your vote during
	the remote e-Voting period. Additionally, there is also links
	provided to access the system of all e-Voting Service Providers i.e.
	CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-
	Voting service providers' website directly.

	If the user is not registered for Easy/Easiest, option to register is

ffi F#L ffiwsrzflsrlr,ldurt*r fu #rw \$**d

arz t# &s,wtwlpg & F*** #e*r**g*,raf

	available at
	https //web.cdslindia.com /mveasi /Resistration /EasiResistration

	Alternatively, the user can directly access e-Voting page by
	providing Demat Account Number and PAN from a e-Voting link
	available on www.cdslindia.com home page. The system will
	authenticate the user by sending OTP on registered Mobile
	number & E-mail Id as recorded in the Demat Account. After
	successful authentication, user will be able to see thee-Voting
	option where the e-voting is in progress and also able to directly
	access the system of all e-Voting Service Providers.

Individual	If you are already registered for NSDL IDeAS facility, please visit
Shareholders holding	the e-Services website of NSDL. Open web browser by typing the
securities in Demat	following URL: https://eservices.nsdl.comeither on a Personal
mode with NSDL	Computer or on a mobile. Once the home page of e-Services is
	launched, click on th" "Banaficial Owner" icon under "Login"
	which is available under 'lDeAS' section. A new screen will open.
	You will have to enter your User ID and Password. After
	successful authentication, you will be able to see e-Voting
	services. Click on "Access toe-Voting" under e-Voting services and
	you will be able to see e-Voting page. Click on Company name or
	e-Voting service provider name and you will be re-directed to e
	Voting service provider website for casting your vote during the
	remote e-Voting period.

	If the user is not registered for IDeAS e-Services, option to
	register is available at https://eservices.nsdl.com.Select "RegisJer

\$ &ed0e tuidustnxr F;|ela. l'Otl N*sfrer {€tle{rrinil S*} *{lS. l{s*r rN*iill : lx{*,ffxpet"cnrn ;SsB*lls I \$.1s!ils *psts{tfir cll*, L3?3{1?r8ts&rplcol lrtt{

an IC Assembly & Test Company

	Online for IDeAS" Portal or click at
	https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon "Login" which is available under "Shareholder/Member' section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on Company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.
Individual	You can also login using the login credentials of your demat
Shareholders	account through your Depository Participant registered with
(holding securities in	NSDL/CDSL for e-Voting facility. After Successful login, you will
demat mode) login	be able to see e-Voting option. Once you click on e-Voting option,
through their	you will be redirected to NSDL/CDSL Depository site after
Depository	successful authentication, wherein you can see e-Voting feature.
Participants	Click on company name or e-Voting service provider name and

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : [email protected] ;Website : www.spel.com CIN: L32201TN1984PLC011434

you will be redirected to e-Voting service provider website for

casting your vote duringthe remote e-Voting period.

an IC Assembly & Test Company

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type	Helpdesk details
Individual Shareholders holding securities	Members facing any technical issue in login
in Demat mode with CDSL	can contact CDSL helpdesk by sending a
	request at
	[email protected] or
	at 022-23058738 and $22 -$ contact
	23058542-43
Individual Shareholders holding securities	Members facing any technical issue in login
in Demat mode with NSDL	can contact NSDL helpdesk by sending a
	request at [email protected] or call at toll
	free no: 1800 1020 990 and 1800 22 44 30

Login method for e-voting for shareholders other than individual iv. shareholders holding in Demat form and physical shareholders:

$1.$ shareholders should log on to the e-voting website The www.evotingindia.com

$\overline{2}$ . Click on "Shareholder" module.
$\overline{3}$ . Now enter your User ID
a) For CDSL: 16 digits beneficiary ID
b) For NSDL: 8 Character DP ID followed by 8 digits client ID
c) Shareholders holding shares in physical form should enter Folio Number registered with the Company
Next enter the Image Verification as displayed and Click on Login $4.$

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : [email protected] ;Website : www.spel.com CIN: L32201TN1984PLC011434

^Spffi t ffiw\$rsrr:d x;x**r Lsm*twd

wi t# &\$.wrz*W e F*** #w6&f

1. If you are holding shares in www.evotingindia.com and voted on an your existing password is to be used demat form and had logged on to earlier e-voting of any Company, then
1. If vou are first-time user follow thr you the steps given below:

	For Shareholders holding shares in Demat Form
	other than individual and physical form
PAN	Enter your 10 digit alpha-numeric *PAN issued by
	Income Tax Department (Applicable for both demat
	shareholders as well as physical shareholders)
	o Shareholders who have not updated their PAN
	with the Company/Depository Participant are
	requested to use the sequence number sent by
	Company/RTA or contact Company/RTA.
Dividend Bank	Enter the Dividend Bank Details or Date of Birth [in
Details	dd/mm/yyyy formatJ as recorded in your demat
OR	Details account or in the Company records in order to
Date of Birth	login.
[DoB)	o If both the details are not recorded with the
	depository or company, please enter the
	member id / folio number in the Dividend Bank
	details field as mentioned in instruction (ivJ.

V. After entering these details appropriately, click on "SUBMIT" tab.
vi. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the demat

ffi##tu; ffi #ffiL ffimm srudtmr- il#m \$tmd

exffid,s.s*g&b 6 ?*x*#my *rr

holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

vlt. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
vlll. Click on the EVSN for the relevant'SPEL SEMICONDUCTOR LIMITED" on which you choose to vote.
lx. On the voting page, you will see 'RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you asset to the Resolution and option NO implies that you dissent to the Resolution.
Click on the "RESOLUTIONS FILE IINK" if vou wish to view the entire Resolution
After selecting the resolution, you have decided to vote on, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.
xii. Once you'CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
xlll. You can also take'a print of the votes cast by clicking on "Click here to print" option on the Voting page.
xiv. If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
xv. Facility for Non - Individual Shareholders and Custodians - Remote Voting

ffi Fffit #*ryy*stprxdu*tsp*- ***w***ffi

wr' ffi &s.ww*& & 7 xx\$ {wv,Wy

Non-lndividual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodians are required to log on to www.evotingindia.comand register themselves in the "Corporates" module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected]
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the accountfs) for which they wish to vote on
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney [POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required to send the relevant Board Resolution / Authority Letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote to the Scrutinizer and to the Company at the email address viz: pbalamurugan(Ospel.natronix.net [designated email address of the Company), if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verif,i the same.

PROCESS FOR THOSE SHAREHOTDERS WHOSE E-MArr rD / MOBILE NUMBER ARE NOT REGTSTERED WrTH THE COMPANY / DEPOSTTORTES

t. For Physical shareholders - please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back),

ffi ffiffi ffi- Sm fimqlnd:mtmr fu#m,ff*d

a** f# &*s***gg # F*sr #**xr**sly,

PAN (self-attested scanned copy of PAN Card), AADHAR fself-attested scanned copy of Aadhar CardJ by email to Company / RTA Email ID;

1. For Demat shareholders please update your e-mail id & mobile number with your respective Depository Participant (DP).
1. For Individual Demat shareholders- Please update your email id & mobile number with your respective Depository Participant (DP) which is mandatory while e-Voting through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] contact at 022-23058738 and 022-23058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (lndia) Limited, A Wing, 25" Floor, Marathon Futurex, Mafatlal Mill Compounds, N M |oshi Marg, Lower Parel [East), Mumbai - 400013 or send an email to ^h [email protected] call on 022-23058542 / 43.

Other Information:

t. Those persons, who have acquired shares and have become members of the Company after the dispatch of Notice of the Postal Ballot by the Company and whose names appear in the Register of Members or Register of beneficial holders as on the cut-off date i.e. 19tt'May 2023 shall view the Notice of the Postal Ballot on the Company's website or on the website of CDSL. Such persons may obtain the login ID and password by sending a request at ^h [email protected]. However, if he/she is already registered with CDSL for remote e-voting then he/she can cast his/her vote by using existing User ID and password and by following the procedure as mentioned above or by e-Voting.

an IC Assembly & Test Company

1. Voting rights of the Members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the cut-off date i.e. 19th May 2023. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.
1. Every Client ID No. / Folio No. will have one vote, irrespective of number of joint holders.

Scrutinizer's Report and Declaration of results

1. The Scrutinizer shall, after the conclusion of e-voting, first count the votes cast vide e-voting and thereafter shall, unblock the votes cast through remote evoting, in the presence of at least two witnesses not in the employment of the Company. He shall submit a Consolidated Scrutinizer's Report of the total votes cast in favor or against, not later than 48 (forty eight) hours of the conclusion of thee-Voting.
1. The results declared along with the Scrutinizer's Report shall be placed on the Company's website www.spel.com and on the website of CDSL i.e. www.evotingindia.com. The Company shall simultaneously forward the results to BSE Ltd., where the shares of the Company are listed.

spf;r ffipffit ffiwm\$m*ndumttlr Lfirttftsd

g{i *{?*s**rr\$f S Tsril *s}w4*}s:il

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 20L3, SEBI LODR REGULATIONS AND SECRETARIAL STANDARD-z, CONTAINING MATERIAL FACTS IN RESPECT OF ITEM OF SPECIAL BUSINESS SET OUT IN THIS POSTAL BAttOT NOTICE

The following Explanatory Statement pursuant to Section 102 of the Companies Act 201-3 read with the Companies (Management and Administration) Rules, 2014, SEBI LODR Regulations and Secretarial Standard-Z, sets out all material facts relating to the item of Special Business set out in this Postal Ballot Notice:

Item No. 1: APPOINTMENT OF M/S. VENKATESH & CO.. CHARTERED ACCOUNTANTS [FRN:004636S) AS STATUTORY AUDITORS TO FIIL THE CASUAT VACANCY CAUSED BY THE RESTGNATTON OF MR. K. NANDHISWARAN (M.NO. 207644)

MR. K. Nandhiswaran (M.NO. 2076+4) vide resignation letter dated L5.05.2023, resigned as Statutory Auditor of the company due to health reasons. In furtherance to the recommendation of the Audit Committee, the Board of the Directors of the Company decided to appoint M/S. Venkatesh & Co., Chartered Accountants (FRN:004636S) as the Statutory Auditors of the Company for auditing the books of accounts of the company for the financial year 2022-23. M/S. Venkatesh & Co, Chartered Accountants (FRN:004636S) has given their eligibility and consent to act as statutory auditor of the company.

The consent of the Members is, sought in accordance with the provisions of Section 139 of the Companies Act 20L3, to appoint M/S. Venkatesh & Co., Chartered Accountants (FRN:0046365) as Statutory Auditors of the Company.

an IC Assembly & Test Company

None of the Directors, Key Managerial Personnel and their relatives are in any way concerned or interested in the said resolution. The Directors recommend the aforesaid resolution for the approval by the members as Ordinary Resolution.

By order of the Board For SPEL SEMICONDUCTOR LIMITED

Date: 25th May 2023 Place: Chennai

P. BALAMURUGAN

WHOLE-TIME DIRECTOR DIN: 07480881

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : [email protected] (Website : www.spet.com CIN: L32201TN1984PLC011434

AI assistant

SPEL Semiconductor Ltd. Proxy Solicitation & Information Statement 2023

60798_rns_2023-05-29_14fe9909-9153-4b59-8c0d-0d8cc775e2e4.pdf