SPEL Semiconductor Ltd. — Proxy Solicitation & Information Statement 2023

Apr 17, 2023

Date: Apr 17, 2023

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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 Apr 14, 2023 together with the Explanatory Statement thereof seeking approval of the Shareholders on the following matters:

1. Appointment of Mr. P. Balamurugan (DIN: 07480881) as Whole-time Director of the Company - proposed to be passed as Ordinary Resolution;

The aforesaid Notice has already been dispatched to the members on Apr 14, 2023, whose names appear on the Register of Members as on the Cut-Off date i.e., Apr 7, 2023.

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	Apr 7, 2023
2.	Remote E-Voting Start Date	Apr 15, 2023
3.	RemoteE-VotingEndDate	May14,2023
4.	Scrutinizers Report	May 15, 2023
5.	Declarationof Results	May15,2023

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 or before May 15, 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,

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FOR SPEL Semiconductor Limited

Sankaranarayanan Sivaraman (FCS 2918) Company Secretary

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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SPEL Semiconductor Limited CIN: L32201TN1984PLC011434 Regd. Office: NO. 5, CMDA Industrial Estate, Maraimalai Nagar - 603209 Email ID : ca@spel.com ; Website : http://www.spel.com

POSTAL BALLOT NOTICE

(Pursuant to Section 110 of the Companies Act, 2013 and Rules made thereunder)

Dear Member(s),

NOTICE of Postal Ballot (“Notice”) is hereby given to the Members of SPEL Semiconductor Limited (“the Company”) 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 Administration) Rules, 2014 (“the Rules”), Regulation 44 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“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 reenactment(s) thereof, for the time being in force), read with General Circular no. 14/2020 dated Apr 8, 2020, General Circular no. 17/2020 dated Apr 13, 2020 read with other relevant circulars and General Circular no. 11/2022 dated Dec 28, 2022 issued by the Ministry of Corporate Affairs, Government of India in the backdrop of Covid19 pandemic (collectively referred to as “MCA Circulars”) 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

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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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 considered in the Resolution appended below. The Explanatory Statement pursuant to Section 102 of the Act pertaining to the said Resolution setting out material facts and the reasons for the Resolution is also annexed.

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

SPECIAL BUSINESS:

Item No. 1: Appointment of Mr. P. Balamurugan (DIN: 07480881) as Whole-time Director

of the Company

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution : “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act) read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), Articles of Association of the Company and based on the recommendation of Nomination and Remuneration Committee, Mr. P. Balamurugan (DIN: 07480881) who was appointed as Additional Director and Whole-time Director of the Company by the Board of Directors with effect from Feb 14, 2023 in terms of Section 161 and who is eligible for appointment and has consented to act as the Whole-time Director of the Company be and is hereby appointed as the Whole-time Director of the Company, liable to retire by rotation for the period of five years from Feb 14, 2023 to Feb 13, 2028.”

“RESOLVED FURTHER THAT pursuant to the provisions of Section 196, 197, 198 and 203 of the Companies Act, 2013 read with Schedule V of the Companies Act, 2013 or any modification or re-enactment thereof, the material terms of appointment and remuneration is as follows:

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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• I. Mr. P. Balamurugan shall, as the Whole time Director (Executive Director), be responsible for the entire factory operations of the plant of SPEL Semiconductor Limited in Maraimalai Nagar.

• II. Remuneration for the period from 14.02.2022 to 14.02.2025 is fixed as under

• a. Annual Gross Compensation (which includes basic, HRA and other allowances is Rs. 16.97 Lakhs/- (Rupees Sixteen Lakhs Ninety-seven thousand only). The annual increment will be merit based and take into account the Company’s performance.

• b. Retrials: Company’s contribution to Provident Fund, to the extent these either singly or together, not taxable under the Income Tax Act; Gratuity payable as per the rules of the Company and encashment of leave at the end of tenure shall not be included in the computation of the limits for the remuneration or perquisites mentioned above.

• c. Minimum remuneration: Notwithstanding anything to the contrary herein contained where in any financial year during the currency of the tenure of the Whole time Director, the Company has no profits or inadequate profits, the Company will, subject to applicable laws and such sanctions and approvals as may be required, pay remuneration as provided herein above

• III. The terms and conditions of the said appointment and agreement may be altered and varied from time to time by the Board, as it may, in its discretion, deem fit within the maximum amount payable to Whole time Director, subject to the provisions of Sections 196, 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 for the time being in force, read with Schedule V thereto as amended from time to time.

“RESOLVED FURTHER THAT in the event of there being inadequacy or absence of profits in any financial year, he may be paid the above remuneration and perquisites as the minimum remuneration subject to the provisions of Schedule V of the Companies Act, 2013 and amendments thereto read with Schedule V of the Companies Act 2013 including any amendments thereto and / or any applicable notifications, circulars as may be issued by the Central Government/ Ministry of Corporate Affairs / Registrar of Companies from time to time.”

“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

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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above resolution including filing of returns and intimations with the Registrar of Companies, Chennai, BSE and SEBI as may be required.”

By order of the Board For SPEL Semiconductor Limited

Date: Apr 13, 2023 Place: Chennai

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P. Balamurugan Whole-Time Director DIN: 07480881

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.

2. 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 Apr 7, 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.

3. 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

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434

5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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referred to as “CDSL”) 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 at www.spel.com, website of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and also on the website of CDSL at www.cdsl.com.

2. 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.

3. Resolutions, if passed by the Members through postal ballot are deemed to have been duly passed on the last date specified for the evoting i.e. May 14, 2023 in terms of Secretarial Standard - 2 on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India.

4. A member cannot exercise his vote by proxy on Postal Ballot.

5. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 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.

6. In compliance with Sections 108 and 110 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) 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 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 Apr 15, 2023 at 10.00 A.M. And will end on May 14, 2023 at 5.00 P.M. The Company has engaged the services of Central Depository Services (India) Limited (“CDSL”), who will provide the e-voting facility of casting votes to a Shareholder using remote e-voting system. E-Voting shall not be allowed beyond the said time & date.

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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1. The Company has appointed Mr. N. Ramanathan, Partner of M/s. S Dhanapal & Associates, Practicing Company Secretaries, Chennai, (peer reviewed) as the Scrutinizer to scrutinize the postal ballot process in a fair and transparent manner.

2. The Scrutinizer shall after the receipt of assent or dissent of the Members on or before May 14, 2023 and after the completion of his Scrutiny, submit his report to the Chairman of the Company on May 15, 2023. The Result shall be announced by the Chairman of the Company on May 15, 2023 at Company’s Registered Office and the resolution will be taken as passed effectively on the last date on which the company received duly completed postal ballot form as per SS-2 issued by ICSI i.e. May 14, 2023 will be taken to be date of passing the resolution.

3. 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.

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

• i. The E-Voting period begins on Apr 15, 2023 at 10:00 A.M. and ends on May 14, 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 Apr 7, 2023 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

• ii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/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..

Currently, there are multiple e-voting service providers (ESPs) 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.

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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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.

iii. 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, 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 Shareholders holding securities in Demat mode withCDSL

Users who have opted for CDSL Easy / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easy / Easiest are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.comand 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.

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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If the user is not registered for Easy/ Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN from a e-Voting link available onwww.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 Shareholders holding securities in Demat mode withNSDL

If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ 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 to e-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 athttps://eservices.nsdl.com. Select “Register 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

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

	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. You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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.
	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 Shareholders (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 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.

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 in Demat mode withCDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 22-

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

	23058542-43 Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no: 1800 1020 990 and 1800 22 44 30
	23058542-43
Individual Shareholders holding securities in Demat mode withNSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no: 1800 1020 990 and 1800 22 44 30

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

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

• Click on “Shareholder” module.

• 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

• If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any Company, then your existing password is to be used

• If you are first-time user follow 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) •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 Details OR Date of Birth	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat Details account or in the Company records in order to login.

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

	•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 (iv).
(DOB)	•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 (iv).

• 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 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.

• vii. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

• viii. Click on the EVSN for the relevant “SPEL SEMICONDUCTOR LIMITED” on which you choose to vote.

• ix. 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.

• x. Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution

• xi. 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.

• xiii. You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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• 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

• Non-Individual shareholders (i.e. other than Individuals, HUF, and NRI etc.) and Custodians are required to log on to www.evotingindia.com and 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 helpdesk.evoting@cdslindia.com

• 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 account(s) for which they wish to vote on

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com 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@spel.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 verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE E-MAIL ID / MOBILE NUMBER ARE NOT REGISTERED WITH THE COMPANY / DEPOSITORIES

1. For Physical shareholders – please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN Card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company / RTA Email ID;

2. For Demat shareholders - please update your e-mail id & mobile number with your respective Depository Participant (DP).

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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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 helpdesk.evoting@cdslindia.com or contact at 022-23058738 and 02223058542/43.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25" Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to h elpdesk.evoting@cdslindia.com or call on 02223058542/43.

Other Information:

1. 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. Apr 7, 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 elpdesk.evoting@cdslindia.com. 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.

2. 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. Apr 7, 2023. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only.

3. 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 e-voting, 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.

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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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.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013, SEBI LODR REGULATIONS AND SECRETARIAL STANDARD–2, CONTAINING MATERIAL FACTS IN RESPECT OF ITEM OF SPECIAL BUSINESS SET OUT IN THIS POSTAL BALLOT NOTICE

The following Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, SEBI LODR Regulations and Secretarial Standard-2, sets out all material facts relating to the item of Special Business set out in this Postal Ballot Notice:

Item No. 1: Appointment of Mr. P. Balamurugan (DIN: 07480881) as Whole-time Director

of the Company

The Board of Directors of the Company at its Meeting held on Feb 14, 2023, based on the recommendation of the Nomination and Remuneration Committee appointed Mr. P. Balamurugan (DIN: 07480881) as additional director of the Company with effect from Feb 14, 2023 in terms of Section 161 of the Companies Act, 2013 (“the Act”) and simultaneously appointed Mr. P. Balamurugan as Whole-time Director of the Company for a period of five years from Feb 14, 2023 to Feb 13, 2028. Mr. P. Balamurugan (DIN: 07480881) shall be liable to retire by rotation.

As per Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) effective from 1st January, 2022, a listed entity is required to obtain approval of shareholders for appointment of a person on the Board of Directors at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. Since no general meeting is being convened at present, approval of shareholders for above appointment of Director is being taken through Postal Ballot. The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. P. Balamurugan for the office of Director of the Company.

The Company has also received the consent in writing from Mr. P. Balamurugan to act as a Director of the Company and a declaration under Section 164 of the Act to the effect that he is not disqualified from being appointed as a Director. Mr. P. Balamurugan satisfies all the other

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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conditions set out in Part-I of Schedule V of the Act as also conditions set out under sub-section

(3) of Section 196 of the Act for being eligible for his appointment.

Mr. P. Balamurugan holds a degree in Engineering (Electronics & Communication) from College of Engineering, Anna University, Chennai and MS in Management Systems from BITS-Pilani. He has about 25 years of experience in Semiconductor Industry. He started his career with SPEL as Equipment Engineer and later took in charge of Process Engineering. He was instrumental in evolving the various quality management systems in the company, improving the product quality through various statistical process control techniques, adopting energy conservation measures on a continuous basis and introducing various lean manufacturing concepts in the company. He leads the Head Operations.

Necessary disclosure of Mr. P. Balamurugan pursuant to the provisions of the Listing Regulations and Secretarial Standards on General Meetings is provided in “Annexure-A” to the Notice.

The brief terms and conditions of the appointment of Mr. P. Balamurugan are as set out herein below:

1. Period of Appointment:

Whole-time Director for five years from Feb 14, 2023 to Feb 13, 2028 (both days inclusive) and liable to retire by rotation

2. Remuneration: As per resolution

3. Other Allowances, Benefits and Perquisites: As per resolution

4. Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of tenure of Mr. P. Balamurugan, the Company has no profits or its profits are inadequate, the Company will pay him remuneration by way of Basic Salary, Allowances, Benefits, Perquisites and Incentives as specified above, subject to requisite approvals being obtained in that behalf, if and to the extent necessary or in the alternative payment of remuneration to Mr. P. Balamurugan as specified above shall be governed by the provisions as prescribed under Section II of Part II of Schedule V of the Companies Act, 2013 as may be in force at the relevant time.

1. Mr. P. Balamurugan shall be subject to retirement by rotation during his tenure. However, if Mr. P. Balamurugan is re-appointed as a Director of the Company immediately on retirement by rotation, he shall continue to hold his office as Whole-time Director and such re-appointment shall not be deemed to constitute a break in his appointment / service as the Whole-time Director of the Company.

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

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The Board of Directors considers that in view of the background and experience of Mr. P. Balamurugan it would be in the interest of the Company to appoint him as Whole-time Director of the Company. The Board recommends the resolution for your approval.

None of the Directors or Key Managerial Personnel of the Company or their relatives except Mr. P. Balamurugan being the appointee himself or his relatives, is in any way concerned or interested, financially or otherwise, in the resolution.

BRIEF RESUME AND OTHER PARTICULARS OF DIRECTORS SEEKING APPOINTMENT

Particulars	Mr. P. Balamurugan
DIN	07480881
Qualification and Experience	Mr. P. Balamurugan holds a degree in Engineering (Electronics & Communication) from College of Engineering, Anna University, Chennai and MS in Management Systems from BITS-Pilani. He has about 25 years of experience in Semiconductor Industry. He started his career with SPEL as Equipment Engineer and later took in charge of Process Engineering. He was instrumental in evolving the various quality management systems in the company, improving the product quality through various statistical process control techniques, adopting energy conservation measures on a continuous basis and introducing various lean manufacturing concepts in the company. He leads the Head Operations
Date of Birth (Age)	Mar 6, 1968
Terms and Conditions of Appointment/ Reappointment	As per Resolution No. 1 of this Notice
Date of first Appointment to Board	Feb 14, 2023
Disclosure of Relationship with other Directors	Not related to any of the Directors
Remuneration last drawn and	As per Resolution No. 1 of this Notice

SPEL Semiconductor Limited CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com

	Nil 1 meeting held on Feb 14, 2023 Director in M/s. Natronix Semiconductor Technology Private Limited Nil
proposed
Shareholding in the Company	Nil
No. of Board Meetings attended during the year	1 meeting held on Feb 14, 2023
Directorship of other Board	Director in M/s. Natronix Semiconductor Technology Private Limited
Membership/ Chairmanship of Committees of other Board (s)	Nil

None of the Directors / Key Managerial Personnel of the Company / their relatives are in any way, concerned or interested, financially or otherwise, in this resolution.

By order of the Board For SPEL Semiconductor Limited

Date: Apr 13, 2023 Place: Chennai

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P. Balamurugan Whole-Time Director DIN: 07480881

SPEL Semiconductor Limited

CIN : L32201TN1984PLC011434 5 CMDA Industrial Estate, MM Nagar (Chennai) 603 209, India eMail : info@spel.com ; URL : www.spel.com