SPEL Semiconductor Ltd. — Proxy Solicitation & Information Statement 2025

Sep 3, 2025

SPEL SPEL Semiconductor Limited

Semiconductor an IC Assembly & Test Company

Sep 3, 2025

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

Dear Sir/Madam,

Scrip Code: 517166

Sub: Intimation of AGM date, AGM notice, Book Closure date and cut off date under Regulation 30 and 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 and 42 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, the Board of Directors at their meeting held on 13" August, 2025 has fixed 20" September, 2025 to 26" September, 2025, (both days inclusive) as the Book Closure Dates and e-voting period commences, 23 September, 2025 at 10.00 A.M. (IST) and ends on 25'" September, 2025 at 5.00 P.M. (IST) and cut-off date as 20" September, 2024 for the purpose of 40" Annual General Meeting (AGM) of the Company scheduled to be held on 26" September, 2025.

Please find enclosed the Notice of the 40th Annual General Meeting (AGM) for the financial year ended 31st March, 2025.

The AGM Notice is available on the Company's website at http://natronix.net/SPEL.html.

This is for your kind information and records.

Thanking You, Yours faithfully

For SPEL Semiconductor Limited

P Pr—5 __

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

AGM Notice

Notice is hereby given that the 40 Annual General Meeting of the Members of SPEL Semiconductor Limited will be held on Friday the Sep 26, 2025 at 2:45 P.M. (IST) through Video Conferencing ("VC") /Other Audio —Visual Mechanism ("OAVM') to transact the following business :

Ordinary Business:

1. Adoption of Audited Financial Statements

To receive, consider and adopt the Balance Sheet as at Mar 31, 2025 and the Statement of Profit and Loss and Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, together with the Reports of the Directors and the Auditors thereon.

2. To appoint a Director in the place of Dr. Nakkeeran Ekambaram (DIN: 08638679) who retires by rotation and being eligible, offers himself for re-appointment:

To appoint a Director in place of Dr. Nakkeeran Ekambaram (DIN: 08638679), who retire by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, seeks re-appointment.

Special Business:

3. To approve conversion of 76,95,00,000/- Unsecured Loans into Preference Shares

To consider and if thought fit, to pass the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to Sections 42, 55, 62 and other applicable provisions, if any, of the Companies Act, 2013 and the rules made thereunder (including any Statutory Modifications or Reenactments thereof, for the time being in force), and subject to the approval of the Shareholders of the Company and such other approvals, consents and permissions as may be required, the consent of the Board be and is hereby accorded to convert Unsecured Loans aggregating to =6,95,00,000/- (Rupees Six Crore Ninety-Five Lakh only) received from Dr. A.C. Muthiah into Non-Convertible Redeemable Preference Shares of = 100 each at par.

RESOLVED FURTHER THAT the preference shares to be issued on conversion shall carry such rights, privileges, and terms and conditions as may be decided by the Board and in accordance with applicable laws.

"RESOLVED FURTHER THAT the Directors of the Company be and are hereby authorized severally to do all such Acts, Deeds and Things as may be necessary and incidental to give effect to the above Resolution."

4. Approval to Sell, Lease or otherwise dispose of whole or substantially the whole of the undertaking(s) of the Company

To consider and if thought fit, to pass the following resolution as a "Special Resolution;

"RESOLVED THAT, pursuant to the provisions of Section 180(1)(a) of the Companies Act, 2013 read with relevant rules made thereunder, and any other applicable provisions, including any modification(s) thereto or re-enactments thereof for the time being in force, subject to the provisions of the Memorandum and Articles of Association of the Company and subject to such other approvals, sanctions, consents and permissions as may be necessary to be obtained, the consent of the Members of the Company be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as "the Board" which term shall include a Committee thereof) to sell or transfer or otherwise dispose of the land to an extent of not exceeding 1.823 Acres situated at 5, CMDA Industrial Estate, Maraimalai Nagar on behalf of the Company at such consideration, with effect from such date, in such manner and on such terms and conditions as may be deemed appropriate and decided by the Board, with the power to the Board to finalise and execute all the required documents, memoranda, deeds of assignment/ conveyance /sale and any other incidental documents with such modifications as may be required from time to time."

"FURTHER RESOLVED THAT the Board be and is hereby authorized to execute any documents, Deeds or writings as may be executed in relation to the transfer and vesting of the Business Undertaking and to make applications to the regulatory and government authorities for the purpose of obtaining all approvals and sanctions as required to be obtained by the Company in this regard"

"FURTHER RESOLVED THAT the Board be and is hereby authorized to do all such Acts and Deeds as may be necessary, proper, desirable and / or expedient to give effect to this resolution, to settle any questions, difficulties or doubts that may arise in regard to such sale / disposal and transfer of the Business Undertaking as they may in their absolute discretion deem fit and as may be necessary for the completion of the transaction as aforesaid in the best interest of the Company"

5. To Appoint Dr. Nagarajan Govindan (DIN: 08259812) as an Independent Director of the Company:

To consider and if thought fit, to pass the following resolution as a "Special Resolution;

"RESOLVED THAT pursuant to provisions of Section 149,150,152,161, Schedule IV and other applicable provisions of the Companies Act 2013('"the act") read with Rules framed thereunder, and applicable provisions of the SEBI ( Listing Obligation and Disclosure Requirements) Regulation,2015 ("the LODR Regulations") (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and Articles of Association of the Company, approval and recommendation of the Nomination and Remuneration Committee and that of the Board, Dr. Nagarajan Govindan (DIN: 08259812), who was appointed as an Additional Director in the capacity of an Independent Director with effect from Aug 13, 2025, who meets criteria for independence under Section 149(6) of the Act and the rules made there under, , be and is hereby appointed as an Independent Director of the Company for the first term of 5 years commencing from Aug 13, 2025 to Aug 12, 2030 and that he shall not be liable to retire by rotation."

"RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors and/or Company Secretary of the Company be and are hereby severally authorized on behalf of the Company, to do all such Acts, Deeds and Things as they deem necessary and incidental for the purpose of giving effect to the aforesaid resolution."

6. Approval for Mr. Swaminathan Chandramohan (DIN: 00052571) for acting as Director beyond the age limit of Seventy-Five years

To consider and if thought fit, to pass the following resolution as a "Special Resolution;

"RESOLVED THAT pursuant to the provisions of Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, approval of the Members be and is hereby accorded to Mr. Swaminathan Chandramohan (DIN: 00052571), for continuing as a Director beyond the age limit of Seventy-Five years."

RESOLVED FURTHER THAT any one of Directors or Company Secretary ofthe Company be and is hereby authorised to file necessary e-Forms with the registrar of companies, and do all necessary Acts, Deeds and Things in this regard."

7. Appointment of Secretarial Auditor

To consider and if thought fit, to pass with or without modifications, the following Resolution as an Ordinary Resolution:

"RESOLVED THAT, pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any, subject to the approval of Members at their Meeting the Board of Directors be and hereby recommends appointment of M/s. S Dhanapal & Associates LLP Practicing Company Secretaries having

Firm Registration No L2023TN0O14200 and Peer review No.1107/2021, as Secretarial Auditor of the Company for conducting the Secretarial Audit for a period of Five Financial years starting from Apr 1, 2025 to Mar 31, 2030 at a Remuneration as may be mutually agreed between the Company and M/s. SPEL Semiconductor Limited

"RESOLVED FURTHER THAT, the Board of Directors of the Company and / or the Company Secretary be and are hereby severally authorised to sign relevant Document, Agreements and file necessary forms with the Ministry of Corporate Affairs (MCA) and to do all such Acts, Deeds and Things as may be necessary to give effect to the above Resolution."

Place : Chennai Date : Aug 13, 2025

By order of the Board For SPEL Semiconductor Limited Sd/- P. Balamurugan Head Operations & Whole-Time Director DIN : 07480881

Notes :

• 1. The Ministry of Corporate Affairs (MCA'), inter alia, vide its General Circular No(s). 14/2020 dated Apr 8, 2020, 17/2020 dated Apr 13, 2020, 20/2020 dated May 5, 2020 and subsequent circulars issued in this regard, the latest being General Circular No. 09/2023 dated Sep 25, 2023, (collectively referred to as 'MCA Circulars'), has permitted the holding of the AGM through Video Conferencing ('VC') or through Other Audio-Visual Means ('OAVM''), without the physical presence of the Members at a common venue. Further, towards this, the Securities and Exchange Board of India ('SEBI'), vide its Circular(s) dated May 12, 2020, Jan 15, 2021, May 13, 2022, Jan 5, 2023, Oct 6, 2023, and Oct 7, 2023 ('SEBI Circulars') and other applicable circulars issued in this regard from time to time, has provided relaxations from compliance with certain provisions of the SEBI Listing Regulations.
• In Compliance with the applicable provisions of the Act, SEBI Listing Regulations, MCA Circulars and SEBI Circulars, the 40th AGM of the Company will be held through VC / OAVM on Friday, Sep 26, 2025 at 2:45 p.m. (IST). The proceedings of the AGM will be deemed to be conducted at the Registered Office of the Company situated 5, CMDA Industrial Estate, Maraimalai Nagar, Tamil Nadu, India, 603 209
• As the AGM shall be conducted through VC/OAVM, the facility for appointment of Proxy by the Members is not available for this AGM and hence the Proxy Form and Attendance Slip including Route Map are not annexed to this Notice.
• The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 Members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more Shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.
• The attendance of the Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.
• Pursuant tothe provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated Apr 8, 2020, Apr 13, 2020, May 05, 2020 and May 5, 2022 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an Agreement with Central Depository Services Ltd for facilitating Voting through electronic means, as the authorized agency. The facility of casting votes by a Member using remote e-Voting system as well as voting on the date of the AGM will be provided by CDSL.
• In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated Apr 13,2020, the Notice calling the AGM and the Annual Report has been uploaded on the website of the Company at www.natronix.net. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and the AGM Notice is also available on the website of CDSL (agency for providing the Remote e-Voting facility)i.e. https://www.evotingindia.com

• AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated Apr 8, 2020 and MCA Circular No. 17/2020 dated Apr 13, 2020, MCA Circular No. 20/2020 dated May 5, 2020, MCACircularNo.2/2021 dated Jan 13, 2021 and May 5, 2022, Dec 28, 2022 and Sep 25, 2023.

• Notice is being sent through e-mail to all the shareholders as on Sep 5, 2025 who have registered their e-mail addresses with the Company/RTA.

• 1. Shareholders who have not received the Notice due to change/ non-registration of their e-mail address with the Company/ RTA/ Depository Participants, they may request for the Notice by sending an email at http://wisdom.cameoindia.com along with a scanned copy of Share Certificate/Client Master. Post receipt of such request, the shareholder would be provided soft copy of the Notice and the procedure for e-voting along with the User ID and the Password.
• 1. Mr. N. Ramanathan, Designated Partner of M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries, Chennai is appointed as the scrutinizer to scrutinize the e-voting at AGM and remote e-voting process in a fair and transparent manner.
• 1. The details of Directors seeking appointment/ re-appointment/ re-designation, in terms of Regulation 36(3) of the SEBI Listing Regulations and the Act (including Secretarial Standard-2 on General Meetings), are given in the Corporate Governance Report and annexed hereto and form part of this Notice.
• 1. Corporate Members intending to send their authorized representative to attend Annual General Meeting are requested to send a duly certified copy of their Board Resolution authorizing their representative to attend and vote at the Annual General Meeting.
• 14, Members are requested to register their eMail ID with the Company or its RTA or their depository participant to enable the Company to send the Notices and other reports through eMail.
• 1. Institutional shareholders (i.e. other than individuals, Hindu Undivided Family, Non-resident Indians etc.) are required to send a scanned copy (PDF/ JPG Format) of their Board resolution/authority letter/power of attorney etc., authorizing their representatives to attend/participate in the AGM through VC/ OAVM on their behalf and to vote through remote e-voting. The said resolution/ authority letter/ power of attorney, etc. shall be sent to the Scrutinizer by eMail through their registered eMail Address secretarial@csdhanapal.com with a copy marked to evoting@cdslindia.com.
• 1. Pursuant to Section 91 of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations,2015, the Register of Members and Share Transfer Books of the Company will be closed from Sep 20, 2025 to Sep 26, 2025, (both days inclusive) for the purpose of AGM.
• 1. As per Regulation 40 of SEBI Listing Regulations, as Amended, Securities of listed companiescan be transferred only in dematerialized form with effect from Apr 1, 2019, except in case of request received for transmission and transposition of securities. In view of this and to eliminate all risks associated with Physical Shares and for ease of portfolio Management, Members holding shares in physical forms are requested to consider converting their holdings to dematerialized form. Members can contact the Company or RTA, Cameo Corporate Services Limited, in this regard.
• 1. To support the 'Green Initiative' Members who have not yet registered email addresses are requested to register the same with their DP's in case the shares are held by them in Electronic form and with RTA in case the shares are held by them in physical form.
• 1. Members are requested to notify immediately any change pertaining to Postal Address, eMail Address, Telephone/Mobile Numbers, Permanent Account Number (PAN), Mandates, Nomination, Power of Attorney, Bank details such as name of the Bank and branch details, Bank Account Number, MICR code, IFSC code to their Depositories Participants (DPs) in respect of their electronic Share accounts and to RTA of the Company in respect of their Physical Share folios, if any.
• 1. Pursuant to the provisions of Section 72 of the Companies Act 2013, the Member(s) holding Shares in physical form may nominate, in the prescribed manner, a person to whom all the rights in the Shares shall vest in the event of death of the sole holder or all the joint holders. Member(s) holding shares in demat

form may contact their respective DP for availing this facility.

• 1. Members holding shares in physical form, in identical order of names, in more than one folio are requested to send to the Company or RTA, the details of such folios together with the share certificates for consolidating their holdings in one folio. A consolidated share certificate will be issued to such Members after making requisite changes.
• 1. In case of joint holders, the Members whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
• 1. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible.
• 1. The Company has designated an exclusive eMail ID namely: ca@spel.com for receiving and addressing investors' grievances. Members seeking any information with regard to the accounts or any matter to be placed at the AGM, are requested to write to the Company on or before Sep 20, 2025 through eMail on ca@spel.com.The same will be replied by the Company suitably.
• 1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding Shares in physical form are requested to submit their PAN details to the RTA.
• 1. Members holding shares in dematerialized form are requested to intimate all changespertaining to their Bank details, change of Address, change of Name, eMail Address, Contact Numbers etc. to their respective Depository Participant (DP). Changes intimated to the DP will then be automatically reflected in the Company's record which will help the Company and the RTA, Cameo Corporate Services Limited, to provide efficient and better services. Members holding Shares in physical form are requested to intimate such changes to RTA.
• 1. The Shareholders shall have one vote per equity share held by them. The facility of e-voting would be provided once for every folio/ client id, irrespective of the number of joint holders.
• 1. The remote e-Voting period commences, Sep 23, 2025 at 10.00 A.M. (IST) and ends on Sep 25, 2025 at 5.00 P.M. (IST). During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Sep 20, 2025, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
• 1. Once the vote on a resolution is cast by the Shareholder, the Shareholder shall not be allowed to change it subsequently. Those Members, who will be present in the AGM through VC / OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system during the AGM.
• 1. Any person, who acquires Shares of the Company and becomes a Shareholder of the Company after dispatch of the Notice of AGM and holds shares as on the cut-off date i. e Sep 20, 2025, may obtain the login ID and Password by sending a request at http://wisdom.cameoindia.com
• 1. The Scrutinizer shall, immediately after the conclusion of Voting at the Annual General Meeting, first count the Votes cast during the AGM, thereafter unblock the votes cast through remote e-Voting and make not later than 48 hours from the conclusion of Meeting, a consolidated scrutinizer's report of the total votes cast in favour or against, if any to the Chairman or a person authorized by him in writing who shall countersign the same.
• 1. The results declared along with the Scrutinizers Report shall be placed on the Company's website www.natronix.net and on the website of CDSL within two (2) days of passing of theresolutions at

the Annual General Meeting of the Company and communicated to the BSE Limited.

• 1. Additional information on Directors recommended for appointment/re-appointment as required under Regulation 36(3) & 36(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard — II issued by the Institute of Company Secretaries of India. In respect of Special Business, the explanatory statement pursuant to Section 102 of the Companies Act, 2013 ("Act") is attached with this notice.
• 1. The Securities and Exchange Board of India (SEBI) has recently mandated furnishing of Income Tax PAN, KYC details (i.e., Postal Address with Pin Code, e-Mail Address, Mobile Number, Bank Account details) and nomination details by holders of securities. Effective from Jan 1, 2022, any service requests or complaints received from the Member, will not be processed by RTA till the aforesaid details/ documents are provided to RTA. On or after Apr 1, 2023, in case any of the above cited documents/ details are not available in the Folio(s), RTA shall be constrained to freeze such Folio(s). Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at www.natronix.net.

The Instructions for Members for Remote e-Voting and joining General Meeting are as under :

The remote e-Voting period commences, Sep 23, 2025 at 10.00 A.M. (IST) and ends on Sep 25, 2025 at 5.00 P.M. (IST). During this period Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date i.e. Sep 20, 2025, may cast their vote electronically. The e-Voting module shall be disabled by CDSL for voting thereafter.

The Instructions of Shareholders for e-Voting and joining Virtual Meetings are as under :

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in Physical mode and non-individual Shareholders in demat mode.

|. The voting period begins on Sep 23, 2025 at 10.00 A.M. (IST) and ends on Sep 25, 2025 at 5.00 P.M (IST). During this period Shareholders of the Company, holding shares either in Physical form or in dematerialized form, as on the cut-off date of Sep 20, 2025 may cast their Vote electronically. The e- Voting module shall be disabled by CDSL for voting thereafter.

Il. Shareholders who have already voted prior to the Meeting date would not be entitled to vote at the Meeting venue.

ll. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated Dec 9, 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. However, it has been observed that the participation by the public non-institutional Shareholders/retail Shareholders is at a negligible level.

Currently, there are multiple e-Voting service providers (ESPs) providing e-Voting facility to listedentities in India. This necessitates registration on various ESPs and maintenance of multiple userlDs 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 logincredential, 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.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case ofindividual Shareholders holding shares in demat mode.

IV. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated Dec 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 aforementioned SEBI Circular, Login method for e-Voting and joining virtual Meetings for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode	Users who have opted for CDSL Easi/ login through Easiest facility, can their 1. made available to reach e-Voting password. Option will user id and existing be URL for users to pagewithout any further authentication. The Easi login to / Easiest are
with CDSL Depository	or visit www.cdslindia.com and https://web.cdslindia.com/myeasi/home/login click onLogin icon and select New System Myeasi.
	2.After successful Easi / Easiest user will be able to see the e-Voting login the 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 or joining Virtual Meeting & Voting during the Meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, e-Voting user can servicd that the the so visit providers' website directly.
	If the user is not registered for Easi/Easiest, option to register is available at 3. https://web.cdslindia.com/myeasi/Registration/EasiRegistration
	Demat access e-Voting page providing Alternatively, user can the directly by 4. Number PAN Account aé_ée-Voting and from available No. on link www.cdslindia.com home page click on or https://evoting.cdslindia.com/Evoting/EvotingLogin system The will authenticate the user by sending OTP on registered Mobile & eMail as recorded in the Demat Account. After successful authentication, user will be able to see the e Voting option where the e-Voting is in progress and also able to directly access the system of all e-Voting Service Providers.
	1. If you are already registered for NSDL IDeAS facility, please visit the e-Services

	Individual Shareholders holding securities in demat mode with NSDL Depository	NSDL. Website of be able to see e=Voting page. Meeting	Open web browser URL: typing following the _ by 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 '/DeAS' 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 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 or joining virtual Meeting & Voting during the
		2. https://eservices.nsdl.com. at	If the user is not registered for IDeAS e-Services, option to register is available Select "Register Online for IDeAS "Portal or click at https://eservices .nsdl.com/SecureWeb/IdeasDirectReg.isp
		User your ID (i.e. Password/OTP and	3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https:/Awww.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 number demat NSDL), account your sixteen-digit hold with Code as shown After successful on the screen. a Verification 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 or joining virtual meeting & voting during the Meeting
You Individual can also login Shareholders Depository (holding securities you option, will in demat mode) login through website their Depository Participants (DP)		Participant be Meeting & Voting during the Meeting.	credentials of your demat account through using your the login NSDL/CDSL registered e-Voting with After facility. for Successful login, you will be able to see e-Voting option. Once you click on e-Voting NSDL/CDSL Depository successful redirected after site to authentication, wherein youcan see e-Voting feature. Click on Company name or e Voting service provider name and you will be redirected to e-Voting service provider remote e-Voting for casting your Vote during period or joining virtual the
			Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User IDand Forget Password option available at abovementioned website.
		relatedto login through Depository i.e. CDSL and NSDL	Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues
	Login type		Helpdesk details
	Individual Demat mode with CDSL	Shareholders holdingsecurities in	Members facing any technical issue in login can contact CDSL helpdesk sending request by a helpdesk.evoting@cdslindia.com at or contact at toll free no. 180022 55 33
	Individual Demat mode with NSDL	Shareholders holdingsecurities in	Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or

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

Login type		Helpdesk details
Individual	Shareholders	Members facing any technical issue in login can contact CDSL
	holdingsecurities in	helpdesk sending request by a
Demat mode with CDSL		helpdesk.evoting@cdslindia.com or at contact at toll free no. 180022 55 33
Shareholders Individual holdingsecurities in Demat mode with NSDL		Members facing any technical issue in login can contact NSDLhelpdesk by sending a request at evoting@nsdl.co.in or

			call at toll free no: 1800 1020 990 and 1800 22 44 30
		and non-individual Shareholders in Demat mode.	Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in Physicalmode
V.		Shareholders other than individual holding in Demat form.	Login method for e-Voting and joining virtual Meetings for Physical Shareholders and
1)			The Shareholders should log on to the e-Voting website www.evotingindia.com.
2)		Click on "Shareholders" module.
3)		Now enter your User ID
	a. b.	For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
	c. Company.	Shareholders shares holding in	Number Form Physical should enter registered Folio with the
4)		Next enter the Image Verification as displayed and Click on Login.
5)			If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier e-voting of any Company, then your existing password is to be used.
		If you are a first-time user follow the steps given below:
		Demat.	For Physical Shareholders and other than individual Shareholders holding shares in

• Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in Physicalmode and non-individual Shareholders in Demat mode.
• V. Login method for e-Voting and joining virtual Meetings for Physical Shareholders and Shareholders other than individual holding in Demat form.
• 1) The Shareholders should log on to the e-Voting website www.evotingindia.com.
• 2) Click on "Shareholders" module.
• 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.
• 4) Next enter the Image Verification as displayed and Click on Login.

	call at toll free no: 1800 1020 990 and 1800 22 44 30
V.	Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in Physicalmode and non-individual Shareholders in Demat mode. Login method for e-Voting and joining virtual Meetings for Physical Shareholders and Shareholders other than individual holding in Demat form.
1)	The Shareholders should log on to the e-Voting website www.evotingindia.com.
2)	Click on "Shareholders" module.
3)	Now enter your User ID
a. b.	For CDSL: 16 digits beneficiary ID, For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
Number Shareholders Form shares Physical should holding enter registered Folio with the c. in Company.
4)	Next enter the Image Verification as displayed and Click on Login.
5)	If you are holding shares in demat form and had logged on to www.evotingindia.com andvoted on an earlier e-voting of any Company, then your existing password is to be used.
6)	If you are a first-time user follow the steps given below:
	For Physical Shareholders and other than individual Shareholders holding shares in Demat.
PAN	Enter your 10-digit alpha-numeric *PAN issued by Income Tax Department (Applicable forboth demat Shareholders as well as Physical Shareholders)
	Company/Depository PAN Shareholders who updated have not their with the
	requested to use the sequence number sent by Company/RTA or contact Participant are
Bank Details	Company/RTA. Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login.
of Birth (DOB)	If both the details are not recorded with the depository or Company, please enter OR Date the Member id / folio number in the Dividend Bank details field.

• Vi. After entering these details appropriately, click on "SUBMIT" tab.

• Vil. 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 to be also 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.

• Vill. For Shareholders holding shares in Physical form, the details can be used only for e-Voting on the resolutions contained in this Notice.

• IX. Click on the EVSN for the relevant on which you choose to vote.

X. 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 assentto the Resolution and option NO implies that you dissent to the Resolution.

Xl. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

Xl. 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.

• Xlll. © Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.
• XIV. You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.
• XV. 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.
• XVI. There is also an optional provision to upload BR/POA if any uploaded, which will be made availableto scrutinizer for verification.
• XVII. Additional Facility for Non Individual Shareholders and Custodians —For Remote Voting only.
• e 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.
• e Ascanned copy of the Registration Form bearing the stamp and sign ofthe entity should be emailed to helpdesk.evoting@cdslindia.com
• e 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
• e 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.
• e Ascanned 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.
• e 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

Instructions for Shareholders attending the AGM/EGM through VC / OAVM & e-Voting during Meeting are as under :

1. The procedure for attending Meeting & e-Voting on the day of the AGM/ EGM is same asthe instructions mentioned above for e-Voting.

2. The link for VC/OAVM to attend Meeting will be available where the EVSN of Company willbe

displayed after successful login as per the instructions mentioned above for e-Voting.

1. Shareholders who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to Vote at the AGM/EGM.

2. Shareholders are encouraged to join the Meeting through Laptops / |Pads for better experience.

3. | Further Shareholders will be required to allow Camera and use Internet with a good speedto avoid any disturbance during the Meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in theirrespective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection tomitigate any kind of aforesaid glitches.

5. Shareholders who would like to express their views/ask questions during the Meeting may register themselves as a speaker by sending their request in advance at least 7 days prior to Meeting mentioning their Name, Demat Account Number/Folio Number, eMail ID, Mobile Number at (Company eMail ID). The Shareholders who do not wish to speak during the AGM but have queries may send their queries in advance 10 days prior to Meeting mentioning their Name, Demat Account Number/Folio Number, eMail ID, Mobile Number at (Company eMail ID). These queries will be replied to by the Company suitably by eMail.

6. | Those Shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting.

7. Only those Shareholders, who are present in the AGM/EGM through VC/OAVM facility and have not casted their Vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to Vote through e-Voting system available during the EGM/AGM.

8. If any Votes are cast by the Shareholders through the e-Voting available during the EGM/AGM and if the same Shareholders have not participated in the Meeting through VC/OAVM facility, then the votes cast by such shareholders may be considered invalid as the facility of e- voting during the Meeting is available only to the shareholders attending the Meeting.

Process for the Shareholders whose eMail / Mobile No. 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 eMail ID & Mobile no. with your respective Depository Participant (DP)

3. For Individual Demat Shareholders — Please update your eMail ID & Mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual Meetings through Depository.

If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write an eMail to helpdesk.evoting@cdslindia.com or contact at toll free no. 180022 55 33

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, 25th Floor,Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an eMail to helpdesk.evoting@cdslindia.com or call toll free no. 1800 22 55 33. (East), Mumbai — 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 022- 23058542/43.

i. The facility of e-Voting shall also be made available at the Meeting. Members attending the Meeting who have not already cast their vote by remote e-Voting facility shall be able to exercise their right at the Meeting. If any Votes are cast by the Member through the e-Voting available during the AGM but the Member does not participate in the Meeting through VC/OAVM facility, then the votes cast by such Member shall be considered invalid as the facility of e-Voting during the Meeting is available only to the Member attending the Meeting.

ii. The Members who have cast their vote by remote e-Voting facility prior to the Meeting may also attend the Meeting but shall not be entitled to cast their Vote again at the Meeting. If a Member cast their Vote again, then Votes cast through remote e-Voting facility shall prevail and Voting at the Meeting will be treated invalid.

ili. The Voting rights of the Members shall be in proportion to their share of the paid-up Equity Share Capital of the Company as on the cut-off date of Sep 20, 2025. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by thedepositories as on the cutoff date only shall be entitled to avail the facility of remote e-Voting or Vdgat the AGM. Any person who has ceased to be the Member of the Company before thecut- off date will not be entitled for remote e-Voting or Voting at the Meeting. Any person, who becomes Member of the Company after dispatch of the Notice and holding shares as on the cut- off date, may obtain the login ID and password by sending a request at investor@cameoindia.com However, if any Member is already registered with CDSL for e-voting then he/she can use his/her existing user ID and password / PIN for casting their vote.

Member Queries with Respect to Annual Report or Businesses as Stated in the AGM Notice:

(i) For smooth conduct of AGM proceedings, Members who wish to receive information withrespect to Company's Annual Report for the year 2023 or have questions with regard to thefinancial statements and the matters to be placed at this AGM, can send their request by providing their name, demat account number / folio number from their registered eMail ID to ca@spel.com, at least 48 hours in advance before the start of Meeting i.e. by Sep 24, 2025, 11:00AM.(IST).

(ii) Members who wish to ask questions or express their views at the AGM may register themselvesas a 'Speaker' by sending their request by providing their name, demat account number / folio number and mobile number from their registered eMail ID to ca@spel.com, at least 48 hours in advance before the start of Meeting i.e. by Sep 24, 2025, before 11:00 A.M. (IST). Those Members who have registered themselves as a speaker will only be allowed to speak at the Meeting

Members may note that the Company reserves the right to restrict the number of questions and number of speakers during the AGM, depending upon availability of time and for conducting the proceedings of the Meeting smoothly.

Inspection of Documents: The Register of Directors' and Key Managerial Personnel and theirshareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or Arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 will be available electronically for inspection by the Members during the AGM. All documents referred to in the AGM Notice and Explanatory Statement will also be available for electronic inspection without any fee by the Members from the date of circulation of this Notice up to the date of the ensuing Annual General Meeting between 14.00 hours to 16.00 hours (IST) on all working days (except Saturdays, Sundays and Holidays). Members seeking to inspect such documents can send an email to. ca@spel.com

Dissemination of AGM Notice & Annual Report: Electronic copy of the Annual Report for the Financial Year 2023 including the AGM Notice of the Company, inter-alia, indicating the process andmanner of electronic Voting ("e-Voting") is being sent to all the Members whose email addresses are registered with the Company/Depository Participant(s), for communication purposes, unless any Member has requested

for a hard copy of the same. For Members who have not registered their eMail Addresses, hard copies of the Annual Report for the financial year 2025 including the AGM Notice are being sent in the permitted mode. In case any Member is desirous of obtaining hard copy of the Annual Report for the financial year 2025 and AGM Notice of the Company, may send request to the email address at http://wisdom.cameoindia.com_mentioning Folio No./ DP ID and Client ID. Members who have not registered their e-mail addresses may get the same registered by sending an e-mail to the Company's Registrar, providing necessary details like Folio No./ DPID, Client ID, Name and Address, scanned copy of the share certificate (front and back) or Client Master Copy, self-attested scanned copy of PAN card and AADHAAR Card.

Members may also note that the Annual Report and the AGM Notice are available on the Company's website: www.natronix.net . Additionally, these can be accessed on the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com. The AGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the AGM/EGM) at www.evotingindia.com.

The Company has appointed Mr. N. Ramanathan, Designated Partner of M/s. S Dhanapal & Associates LLP, Practicing Company Secretaries, Chennai as the scrutinizer to scrutinize the e-votingat AGM and remote e-Voting process in a fair and transparent manner.

The Scrutiniser shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the Meeting, thereafter unblock the Votes cast through remote e-Voting in the presence of at least two witnesses not in the employment of the Company and make, not later than three days of the conclusion of the e-Voting period, a consolidated Scrutiniser's report of the total Votes castin favour or against, if any, to the Chairperson or a person authorised by him in writing who shall countersign the same and shall declare the result of the Voting forthwith.

The Results declared along with the Report of the Scrutiniser shall be placed on the website of the Company www.natronix.net and on the website of CDSL immediately after the declaration of resultby the Chairperson or a person authorised by him in writing. The results shall also be communicated to the Stock Exchanges.

Place: Chennai Date: Aug 13, 2025

By order of the Board For SPEL Semiconductor Limited Sd/- P. Balamurugan Head Operations & Whole-Time Director DIN: 07480881

Details of Director seeking appointment/ re-appointment at the ensuing Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are given hereunder:

	Details of Director seeking appointment/ re-appointment at the ensuing Annual General Meeting as
under Regulation required Regulations, Name of the Director	SEBI (Listing 36(3) of 2015 are given hereunder: Dr. Nagarajan Govindan	Obligations and Dr. Nakkeeran	Requirements) Disclosure Mr. Swaminathan
		Ekambaram	Chandramohan
DIN	08259812	08638679	00052571
Date of Birth	05-03-1963
Original Date of Appointment	13.08.2025	28/07/2023	11/02/2019
Qualification	Completed Ph.D. Degree in Mechanical Engineering, jMaster Degree Internal Combustion Engineering, & Bachelor's Degree in iMechanical Engineering. Faculty, College of Engineering in Anna University	{Completed Ph.D. Degree in Biotechnology from University of Mysore, M. Tech Biotechnology from VIT and B. Tech Chemical Engineering in Bharathiar University. Professor & Head of Biotechnology in SVCE	Completed MBA in Madras University, BE Chemical Engineering in Annamalai University. He has been associated with various Management positions in Manufacturing companies spanning Fertilizers, Chemicals, etc spanning 4 decades across multifarious functions at different locations, both in India & abroad
Expertise in specific functional areas	Faculty, College of Engineering in Anna University	Head of Biotechnology in SVCE	years He has 40 o experience in Fertilizers Industry. He was instrumental in development implementation var of augmentation diversification proj overseas including Ventures.
List of other Directorships held excluding foreign companies, Companies under Section 8 of the Companies Act, 2013 andPrivate Companies	Tamil Nadu Magnesite Limited	Brainwave Biotechnology Private Limited NRCM Chairperson - SPEL Semiconductor Limited	Chairperson - SPEL Semiconductor Limited
of the Committees of the Board of other Companies in which		Semiconductor Limited NRCM Chairperson - SPEL Semiconductor Limited	Semiconductor Limited
is a Director he No. of shares heldin the Company	0	0	0

Explanatory Statement pursuant to section 102 of the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and secretarial Standard—2, containing material facts in respect of item ofSpecial Business set out in this Notice:

Item No. 3

The Company took loan from Dr. A.C. Muthiah for Rs. 6,95,00,000 (Rs. Six crores Ninety-Five Lakh only). The Company has proposed to convert unsecured loan of Rs. 6,95,00,000 (Rs. Six crores Ninety-Five Lakh only) taken from Dr. A.C. Muthiah into 6,95,000 (Six Ninety-Five thousand only) of Non-Convertible cumulative Preference Shares of Rs.100 each.

Pursuant to the provisions of the Companies Act, 2013, any other applicable laws for the time being in force the approval of Members is required to convert unsecured loan of Rs. 6,95,00,000 (Rs. Six crores Ninety-Five Lakh only) taken Dr. A.C. Muthiah into 6,95,000 (Six lakhs Ninety-Five thousand only) of Non-Convertible cumulative Preference Shares of Rs.100 each.

Hence, the resolution is placed before the Members in the General Meeting for their approval.

None of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 3

Item No. 4

Members of the Company are requested to note that Section 180(1)(a) of the Companies Act, 2013 mandates that the Board of Directors of a Company shall exercise the power to sell, lease or otherwise dispose of the whole or substantially the whole of any undertaking(s) of the Company, only with the approval of the Members of the Company by way of a Special resolution.

Explanation (i) to Section 180(1) (a) of the Companies Act, 2013 states that the meaning of an 'undertaking' for the purposes of Section 180(1)(a) of the Companies Act, 2013 is an undertaking in which the investment of the Company exceeds twenty percent of its net worth as per the Audited balance sheet of the preceding Financial year or an undertaking which generates twenty percent of the total income of the Company during the previous Financial year.

Explanation (ii) to Section 180(1) (a) of the Companies Act, 2013 states that the meaning of 'substantially the whole of the undertaking' for the purposes of Section 180(1)(a) is in any financial year, twenty percent or more of the value of the undertaking as per the Audited balance sheet of the preceding financial year.

Accordingly, pursuant to Section 180(1)(a) of the Companies Act, 2013, Members of the Company are further requested to note that their consent to the Board is being sought by way of a Special Resolution to sell / transfer/ dispose-of immovable/ movable property/ies/ the fixed assets/undertakings of the Company as may be determined by the Board to repay its dues/liabilities, retirement of debts and to meet growth objectives for such consideration and on such terms and conditions as the Board may deem fit in the best interest of the Company, provided the aggregate amount of such transactions price may be decided by the Board of Directors and shall be reviewed and finalized on the date of execution of sale deed.

The above resolution is recommended for your approval for passing this resolution at this Meeting. The Board is of the opinion that the aforesaid Resolution is in the best interest of the Company and hence recommends the Special Resolution for your approval.

Item No. 5

Dr. Nagarajan Govindan (DIN: 08259812) was appointed as Additional Director of the Company by the Board of Directors at its Meeting held on 13.08.2025 pursuant to Section 149, 152 of the Companies Act 2013 and Article 94 of Articles of Association of the Company and holds office up to the date of this Annual General Meeting of the Company pursuant to Section 161 (1) of the Act and Article 94 of Articles of Association of the Company.

A brief profile of Dr. Nagarajan Govindan (DIN: 08259812) is given herein for the information of Shareholders.

In the opinion of the Board, Dr. Nagarajan Govindan fulfills the conditions specified in the Act and Rules for his appointment as an Independent Director of the Company as he is independent of the Management under Section 149(6) & 152(5) of the Act. Accordingly, under Section 149 read with Schedule IV of the Act, the appointment of Mr. Nagarajan Govindan as Independent Director is placed before the Members in the General Meeting for approval. The Board recommends the election of Mr. Nagarajan Govindan as a Director not liable to retire by rotation, for the approval of the Shareholders.

Except Dr. Nagarajan Govindan, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 5.

Item No. 6

As per Regulation 17 (1A) of the SEBI (LODR) Regulations, 2015, approval of the Members by way of Special Resolution is sought for enabling Mr. Swaminathan Chandramohan (DIN: 00052571), to continue as a Director beyond the age limit of 75 years.

A brief profile of Mr. Swaminathan Chandramohan is given herein for the information of Shareholders. Mr. S. Chandramohan is a Chemical Engineer from Annamalai University, with a post graduate qualification in Busines s Management from Madras University. He has been associated with a southern conglomerate for nearly four decades in multifarious functions and positions at different locations, both in India and abroad. He joined Tuticorin Alkali Chemicals and Fertilisers Limited (TAC) as its Managing Director & held the position for nearly 10 years.

In Jan 2014, he joined the Kanchi Kamakoti CHILDS Trust Hospital as its Chief Executive Officer (CEO) and is holding the position since then. During the last three years, he has been responsible for revamping, modernising and upgrading the 40-year-old hospital to an ultra-modern hospital. He is also the Advisor to the Tamilnadu Chapter of the Association of Health Care Providers of India (AHP).

During 2006, the CENTRE FOR SUGGESTION SYSTEM DEVELOPMENT, U.S.A., honored him with the "SUGGESTION SALUTE AWARD FOR 2006" for his outstanding achievement in the Suggestion System Industry. During Dec. 2007, the INSTITUTE OF ECONOMIC STUDIES, New Delhi conferred the "UDYOG RATTAN AWARD", for his outstanding performance in the field of Industrial Development of the country. In 2010, the Indian Institute of Chemical Engineers bestowed the DOST Professor J.K. Sharma Medal and CHEMCON distinguished Speaker Award at its annual All India Chemical Engineering conference

Considering the qualification, versatile knowledge, rich experience in Industry and Legal Background, it is recommended to retain Mr. Swaminathan Chandramohan on the Board of the Company. The Board considers his association would be of immense benefit to the Company.

Except Mr.Swaminathan Chandramohan, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at ltem No. 6

Item No. 7

Based on the recommendation of the Board of Directors recommends the appointment of M/s. S Dhanapal & Associates LLP, Chennai (Firm Registration No.L2023TN014200) (Peer review Certificate No.1107/2021) for the approval by the shareholders, as Secretarial Auditors of the Company for a period of five consecutive years to hold office from the conclusion of the 40th Annual General Meeting (AGM) and ending at the conclusion of the 45th AGM, to be held in the year 2030 for conducting the secretarial Audit for a period of five financial years commencing from Apr 1, 2025 to Mar 31, 2030.

Rationale for appointment

M/s. S Dhanapal & Associates was established in 2009 as a sole proprietorship by Dr. S. Dhanapal. In response to growing clientele and increasing service requirements, the firm was reconstituted as a partnership firm during the period 2009-2014. The firm currently comprises three Practicing Company Secretaries (Partners) and two in-house legal counsels, offering a strong and experienced team to cater to a wide range of corporate and compliance needs. The firm holds a valid Peer Review Certificate issued by the Institute of Company Secretaries of India (ICSI). Its core service offerings include Secretarial Audit, Business Structuring and Reorganization, Incorporation Services, Compliance under FEMA Regulations,

and services related to Intellectual Property Laws. M/s. S Dhanapal Associates has a well-established client base, including more than 10 listed companies, over 15 government-owned entities, and more than 400 private sector, LLP, and foreign companies. The firm has confirmed that their proposed appointment is within the prescribed limits, if any, laid down by ICSI and that they are not disqualified under the provisions of the Company Secretaries Act, 1980, and the rules and regulations made thereunder, including adherence to ICSI Auditing Standards. In view of their qualifications and experience in undertaking Secretarial Audit, it is proposed to appoint M/s. S Dhanapal & Associates LLP as Secretarial Auditors of the Company. The Remuneration payable to M/s. S Dhanapal & Associates LLP for the Financial Year 2026-27 and thereafter will be as mutually agreed between Board of Directors and Secretarial Auditor. The Board recommends the Ordinary Resolution set out at Item No. 9 of the acCompanying Notice for approval by the Members of the Company.

Place : Chennai Date : Aug 13, 2025

By order of the Board

SPEL Semiconductor Limited Sdi-P. Balamurugan Head Operations & Whole-Time Director DIN : 07480881