Spel Semiconductor Ltd Directors Report

Directors Report

Your Directors present the 39th Annual Report of the Company together with the Audited Accounts for the year ended Mar 31, 2024. Financial Highlights/Performance/ the Operating results of your Company as per Ind AS Financial Statements for the year ended Mar 31, 2024 are given below:

Financial Highlights/Performance

		Rs in lakhs
	Year ended Mar 31, 2024	Year ended Mar 31, 2023
Sales	1,200.41	1,116.46
Other Income	140.96	696.10
PBIDT	(115.86)	1,090.49
Finance Cost	257.02	256.12
Depreciation	287.91	394.95
Profit/(Loss) before Before Exceptional items	(660.78)	439.42
Less: Exceptional items	(976.18)	891.19
Profit/(Loss) before Tax	(1,636.96)	(451.77)
Tax Expense	41.78	142.87
Profit/(Loss) after Taxation	(1,678.74)	(308.90)

Companys performance

The turnover of the Company has increased to Rs.1200.41 Lakhs as compared toRs.1116.46 Lakhs in the previous year. Sincere efforts taken by the marketing team together with the sustained marketing strategy evolved by the Company yielded sufficient growth with better prospects in the years to come. Your Company had maintained good relationship with all its Customers in US &Europe and has seen good improvement in capturing business from one of the big Customers in the US. It is expected to improve production orders in FY 2024-25. The outlook for FY 2024-25 is good and SPEL has plans to introduce new Customers from Europe &US regions.

Dividend

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

The Global Semiconductor Industry Market:

About Semiconductor Industry:

The global semiconductor industry encompasses the design, manufacture, and sale of semiconductor chips or integrated circuits (ICs) used in various electronic devices and applications. It plays a critical role in enabling technological advancements across a wide range of sectors, including consumer electronics, telecommunications, automotive, industrial automation, healthcare, and more. Heres an overview of the global semiconductor industry market:

Market Size and Growth: The global semiconductor industry is substantial, with billions of dollars in annual revenue. According to various industry reports, the semiconductor market has experienced consistent growth over the years, driven by increasing demand for semiconductor chips in electronic devices and emerging technologies like IoT, AI, 5G, and automotive electronics.

Key Players: The semiconductor industry is highly competitive and includes a mix of established players and newer entrants. Some of the leading semiconductor companies globally include Intel Corporation, Samsung Electronics, Taiwan Semiconductor Manufacturing Company (TSMC), SK Hynix, Qualcomm, Broadcom Inc., NVIDIA Corporation, Texas Instruments, and Advanced Micro Devices (AMD), among others.

Technology Trends: Technological advancements drive innovation and growth in the semiconductor industry. Key technology trends shaping the industry include the ongoing miniaturization of semiconductor chips through advanced process nodes (such as 7nm, 5nm, and beyond), the development of specialized chips for AI, machine learning, and edge computing, the transition to 5G wireless technology, and the proliferation of IoT devices.

Market Segments: The semiconductor market comprises various product segments, including microprocessors, memory chips (DRAM, NAND flash, etc.), analog and mixed-signal ICs, logic chips, sensors, and optoelectronic components. Each segment serves different applications and industries, contributing to the overall growth of the semiconductor market.

Regional Dynamics: The semiconductor industry has a global footprint, with significant manufacturing and consumption centers in regions such as Asia-Pacific (including Taiwan, South Korea, China, and Japan), North America, and Europe. Asia-Pacific, particularly Taiwan and South Korea, is a major hub for semiconductor manufacturing, while North America houses many leading semiconductor design companies.

Regulatory and Environmental Factors: The semiconductor industry is subject to various regulations related to intellectual property rights, trade, export controls, and environmental standards. Compliance with regulations and standards, as well as managing environmental impacts associated with semiconductor manufacturing processes, are important considerations for industry players.

Supply Chain Challenges: The semiconductor industry relies on a complex global supply chain involving raw materials, equipment suppliers, foundries, assembly and test facilities, and distribution networks. Supply chain disruptions, such as shortages of critical components, geopolitical tensions, natural disasters, and trade restrictions, can impact semiconductor production and lead to market uncertainties.

Overall, the global semiconductor industry is dynamic and continuously evolving, driven by technological innovation, market demand, competitive dynamics, and macroeconomic factors. Staying abreast of industry trends, investing in R&D, maintaining supply chain resilience, and adapting to changing market conditions are essential for semiconductor companies to succeed in this highly competitive landscape.

Industry Outlook :

Global semiconductor industry is one of the most dynamic and crucial sectors in modern technology. Heres an outlook based on recent trends and projections:

Continued Growth: The semiconductor industry has been experiencing steady growth over the past few decades, driven by increasing demand for electronics in various sectors such as automotive, healthcare, telecommunications, and consumer electronics.

Technological Advancements: Technological advancements, particularly in areas like artificial intelligence (AI), Internet of Things (IoT), 5G connectivity, and autonomous vehicles, are driving the demand for more advanced semiconductor chips. This is leading to increased investments in research and development by semiconductor companies to stay competitive.

Supply Chain Challenges: The industry has faced challenges related to supply chain disruptions, including shortages of raw materials, logistics issues, and geopolitical tensions. These challenges have been exacerbated by the COVID-19 pandemic but have also highlighted the need for more resilient supply chains and localization of manufacturing.

Rise of AI and IoT: The proliferation of AI and IoT applications is driving demand for specialized semiconductor chips optimized for tasks such as machine learning, edge computing, and sensor integration. This trend is expected to continue as more industries adopt AI and IoT technologies.

Emerging Technologies: Emerging technologies like quantum computing, silicon photonics, and advanced memory solutions hold the potential to disrupt the semiconductor industry and open up new opportunities for innovation and growth.

Environmental Sustainability: Theres an increasing focus on environmental sustainability within the semiconductor industry, with companies investing in energy-efficient manufacturing processes, recycling initiatives, and reducing their carbon footprint.

Geopolitical Dynamics: Geopolitical tensions, particularly between the US and China, have led to concerns about supply chain security and intellectual property protection. This has prompted some countries to invest in domestic semiconductor production and diversify their supply chains.

Investments and Mergers: The industry is witnessing significant investments in semiconductor manufacturing capacity, particularly in advanced nodes like 7nm and below. Mergers and acquisitions are also common as companies seek to consolidate their market positions and acquire specialized technology and talent.

Overall, while the semiconductor industry faces various challenges, including supply chain disruptions and geopolitical tensions, it remains a critical enabler of technological innovation and economic growth globally. Continued advancements in technology and strategic investments will likely drive future growth and evolution in the industry.

Semiconductor Industry Growth:

The global semiconductor market size was valued at USD 611.35 billion in 2023 and is projected to grow from USD 681.05 billion in 2024 to USD 2062.59 billion by 2032, exhibiting a CAGR of 14.9% during the forecast period (2024-2032).

A. Market Drivers

The semiconductor industry is influenced by a variety of market drivers, including technological advancements, global economic conditions, industry trends, and consumer demand. Here are some of the key market drivers in the semiconductor industry:

Technological Innovation: Advances in semiconductor technology, such as smaller transistor sizes, improved performance, and increased energy efficiency, drive demand for new semiconductor products. Emerging technologies like artificial intelligence (AI), Internet of Things (IoT), 5G connectivity, and autonomous vehicles require specialized semiconductor solutions, creating opportunities for companies that can innovate in these areas.

Consumer Electronics Demand: The proliferation of smartphones, tablets, laptops, and other consumer electronic devices fuels demand for semiconductor chips. As consumers seek devices with enhanced features, longer battery life, and better performance, semiconductor manufacturers must continually innovate to meet these demands.

Data Center Growth: The expansion of cloud computing, big data analytics, and artificial intelligence applications drives demand for semiconductor chips used in data centers. Companies require high- performance processors, memory, and networking chips to support increasingly complex workloads, creating opportunities for semiconductor vendors that can provide efficient and scalable solutions.

Automotive Electronics: The automotive industry is undergoing a digital transformation, with semiconductor content per vehicle increasing as cars become more connected, electrified, and autonomous. Semiconductor chips are used in various automotive systems, including infotainment, advanced driver- assistance systems (ADAS), power train control, and vehicle electrification, driving demand for specialized automotive-grade semiconductor solutions.

Industrial IoT and Automation: The adoption of Industrial Internet of Things (IIoT) technologies and automation in industries such as manufacturing, healthcare, and logistics requires semiconductor chips for sensors, controllers, actuators, and communication modules. As industries digitize and automate processes to improve efficiency and productivity, demand for semiconductor solutions tailored for industrial applications grows.

Global Economic Conditions: Macroeconomic factors such as GDP growth, trade policies, currency fluctuations, and geopolitical tensions impact semiconductor demand and supply chain dynamics. Economic downturns can lead to reduced consumer spending and business investment, affecting semiconductor sales, while economic recovery and expansion typically drive increased demand for electronic devices and semiconductor chips.

Supply Chain Constraints: Semiconductor manufacturing is a complex global supply chain with dependencies on raw materials, equipment, and skilled labor. Disruptions in the supply chain, such as natural disasters, geopolitical tensions, trade restrictions, or semiconductor manufacturing process node transitions, can lead to shortages, supply constraints, and price fluctuations in the semiconductor market.

Understanding and effectively navigating these market drivers is crucial for semiconductor companies to stay competitive, innovate, and capitalize on growth opportunities in the dynamic semiconductor industry landscape.

B. Semiconductor Mergers:

Here are some recent semiconductor Company mergers:

NVIDIA and Arm Holdings (Proposed): NVIDIA announced its intention to acquire Arm Holdings from SoftBank Group in September 2020 for $40 billion. However, the deal has faced significant regulatory scrutiny and is yet to be finalized.

AMD and Xilinx: In October 2020, AMD announced its acquisition of Xilinx for $35 billion. This merger brings together AMDs expertise in CPUs and GPUs with Xilinxs strengths in FPGA and adaptive SoC technology, positioning the combined entity for growth in the data center and other markets.

Marvell Technology Group and Inphi Corporation: In October 2020, Marvell announced its acquisition of Inphi Corporation for $10 billion. This deal combines Marvells networking and storage solutions with Inphis high-speed data connectivity technology, enhancing Marvells capabilities in cloud data centers and 5G infrastructure.

Analog Devices and Maxim Integrated: In July 2020, Analog Devices announced its acquisition of Maxim Integrated for $21 billion. This merger creates a powerhouse in the analog semiconductor industry, offering a broad portfolio of products for automotive, industrial, and consumer markets.

Advanced Micro-Fabrication Equipment Inc. (AMEC) and Applied Materials (Proposed): In September 2021, Applied Materials announced its intention to acquire AMEC for $9.3 billion. AMEC is a Chinese semiconductor equipment manufacturer specializing in advanced process technologies, and this acquisition would expand Applied Materials presence in China.

These recent mergers reflect the ongoing trend of consolidation in the semiconductor industry as companies seek to strengthen their competitive positions, expand their product portfolios, and capitalize on emerging market opportunities.

C. Outsourced Assembly and Test (OSAT) Industry

The Outsourced Semiconductor Assembly and Test (OSAT) industry plays a crucial role in the semiconductor supply chain by providing packaging and testing services for semiconductor companies. Heres an outlook on the OSAT industry:

Market Growth: The OSAT industry is expected to continue growing, driven by increasing demand for semiconductor packaging and testing services. As semiconductor companies focus on chip design and outsource packaging and testing to specialized OSAT providers, the demand for OSAT services is expected to rise.

Rising Demand for Advanced Packaging Technologies: The growing complexity of semiconductor chips, driven by trends such as heterogeneous integration, AI, 5G, and IoT, is driving demand for advanced packaging technologies. OSAT companies are investing in advanced packaging solutions such as fan-out wafer-level packaging (FOWLP), 2.5D/3D packaging, and system-in-package (SiP) to meet the requirements of next-generation devices.

Technological Innovation: OSAT providers are investing in research and development (R&D) to develop new packaging and testing technologies, improve process efficiency, and meet the evolving needs of semiconductor customers. Innovation in areas such as wafer-level packaging, flip-chip bonding, and advanced testing techniques is essential for maintaining competitiveness in the OSAT industry.

Diversification of Services: OSAT companies are expanding their service offerings beyond traditional packaging and testing services to provide value-added solutions such as design services, wafer probing, failure analysis, and supply chain Management. Diversification allows OSAT providers to offer comprehensive solutions and capture a larger share of the semiconductor value chain.

Focus on Sustainability: With increasing environmental and regulatory pressures, OSAT companies are prioritizing sustainability initiatives such as energy efficiency, waste reduction, and recycling. Adopting environmentally friendly manufacturing processes and materials not only reduces environmental impact but also enhances corporate reputation and customer loyalty.

Market Consolidation: The OSAT industry is witnessing consolidation as companies seek to expand their market presence, achieve economies of scale, and enhance competitiveness. Mergers and acquisitions allow OSAT providers to diversify their customer base, gain access to new technologies, and strengthen their position in the global market.

Geopolitical Factors: Geopolitical tensions and trade policies can impact the OSAT industry by affecting supply chain dynamics, trade relationships, and market access. OSAT companies need to navigate geopolitical risks, diversify their manufacturing footprint, and establish resilient supply chains to mitigate disruptions and ensure business continuity.

Overall, the OSAT industry is expected to experience steady growth driven by increasing semiconductor demand, technological advancements, diversification of services, and focus on sustainability. As semiconductor companies continue to outsource packaging and testing services to specialized OSAT providers, the OSAT industry will play an essential role in enabling innovation and driving efficiency in the semiconductor supply chain.

D. The Indian Semiconductor Industry

The Indian semiconductor industry has been experiencing significant growth and development in recent years. It plays a crucial role in the countrys electronics manufacturing sector and contributes to the advancement of various high-tech industries. Here is an overview of the Indian semiconductor industry:

Market Size and Growth: The semiconductor industry in India has seen significant growth, driven by increasing demand for electronic devices, rising disposable incomes, and government initiatives such as Make in India and Digital India. According to industry reports, the Indian semiconductor market is expected to continue growing, driven by sectors such as consumer electronics, automotive, telecommunications, and industrial automation.

Design and R&D: India has emerged as a hub for semiconductor design and research and development (R&D) activities. Several multinational semiconductor companies have established design centers in India to leverage the countrys talent pool of engineers and scientists. Indian companies are also increasingly investing in semiconductor design capabilities and developing intellectual property (IP) for domestic and global markets.

Manufacturing: While India has made strides in semiconductor design and R&D, semiconductor manufacturing in the country is still at a nascent stage. However, there have been efforts to promote semiconductor manufacturing through initiatives such as the Production Linked Incentive (PLI) scheme for electronics manufacturing. Companies like Intel, Samsung, and others have expressed interest in setting up semiconductor manufacturing facilities in India, which could boost the domestic manufacturing ecosystem.

Ecosystem Development: The Indian government and industry stakeholders are actively working to strengthen the semiconductor ecosystem in the country. This includes investments in infrastructure, skill development initiatives, promoting research collaborations between academia and industry, and facilitating partnerships with global semiconductor companies.

Startups and Innovation: Indias vibrant startup ecosystem is also contributing to innovation in the semiconductor industry. Several startups are working on cutting-edge semiconductor technologies, including AI chips, IoT devices, and semiconductor IP cores. Government support through initiatives like Startup India and Atal Innovation Mission has encouraged entrepreneurship and innovation in the semiconductor space.

Challenges: Despite the growth opportunities, the Indian semiconductor industry faces several challenges, including infrastructure limitations, skilled labor shortages, regulatory complexities, and global competition. Addressing these challenges requires concerted efforts from industry stakeholders, government agencies, and academia to create a conducive environment for semiconductor manufacturing and innovation.

Overall, the semiconductor industry in India holds immense potential for growth, driven by the countrys large and growing market, strong engineering talent pool, and supportive government policies. With continued investments in infrastructure, talent development, and ecosystem support, India has the opportunity to further establish itself as a significant player in the global semiconductor landscape.

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

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

Transfer to Reserves

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

Adequacy of internal financial controls

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

Subsidiary/Joint Ventures/Associate Companies

Your Company had incorporated a Wholly Owned Subsidiary Company during FY 2017-18, in the name and style of SPEL Semiconductor Packaging Limited. This Company is yet to commence production and investment is impaired fully. The financial statements had been given effect accordingly.

Deposits

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

Statutory Auditors

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

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

2. The Auditors Report on the Financial Statements of the Company for the financial year ended 31st March 2024 is modified i.e., it contains qualification opinion. The Management has provided its remarks on the same in the Statement of Impact of Audit Qualifications submitted along with Annual Audited Financial Results for the quarter and year ended 31.03.2024.

Details in Respect of Frauds Reported by Auditors-Nil

Share Capital

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

Extract of the Annual Return

Pursuant to the provisions of Section 92 (3) and 134 (3) (a) of the Companies Act, 2013, extract of the Annual Return (Form MGT-9) for the year ended March 31, 2024 will be placed on the website of the Company at http://www.natronix.net/forms.html.

Directors and Key Managerial Personnel

As per the provisions of the Companies Act, 2013, Mr. PALANICHAMY BALAMURUGAN (DIN: 07480881), is retiring by rotation, being eligible, offers himself for re-appointment.

Declaration by Independent Directors

The Company has received declarations from all its Independent Directors that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the financial year ended March 31, 2024.

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

Familiarization Programme for Independent Directors

The Company conducts an orientation program and presents power point presentation for Independent Directors in order to enable them to familiarize with the Companys policies, strategy, operations, product offerings, Organisation structure, human resources, technologies, facilities and risk Management.

Number of meetings of the Board

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

Audit Committee

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

Nomination and Remuneration Committee

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

Details of Nomination and Remuneration Policy

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

Employees and Managerial Remuneration

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

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

Managerial Remuneration

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

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

The Board of Directors have not carried out any annual evaluation of its performance, Committees of the Board and theindependent Directors pursuant to the provisions of the Act and Corporate Governance as prescribed under Regulation 17 (10) of SEBI (LODR) Regulation 2015 for the financial year ended 31 Mar 2024.

Loans, guarantees or investments

Particulars of loans, guarantees and investments have been disclosed in the financial statements.

Contracts or arrangements with Related Parties

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

Secretarial Audit Report

The Board appointed M/s. MK Madhavan & Associates, Company Secretaries, as the Secretarial Auditor to conduct the Secretarial Audit of the Company during the Financial Year 2023-2024. Secretarial Audit Report is given as annexure, which forms part of this report.

Qualifications in Secretarial Audit Report

The Board of Directors and the Management affirm that the Company has been taking corrective actions to comply with the observations made in the Secretarial Audit Report and the Company has been taking sincere efforts to ensure full compliance with all applicable laws and statutes in letter and spirit.

Vigil mechanism for Directors and Employees

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

Risk Management

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All the employees (permanent, contractual, temporary and trainees) are covered under this policy. The Company has not received any complaint on sexual harassment during the financial year ended 31.03.2024.

Compliance with Secretarial Standards

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

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

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

Conservation of Energy

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

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

Savings in Electricity	20242 Units
Savings in Water Consumption	2980 KL

Technology Absorption

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

Foreign Exchange Earnings and Outgo

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

Foreign Exchange used during the year : 489 Lakhs

Foreign Exchange earned during the year : 1082.31 Lakhs

Research & Development

The Company has carved out an ambitious plan of investment in R&D. This will include investment in Package Intellectual Property, thereby assisting Companys revenue and profitability in the futureyears.

Corporate Governance Certificate

The Corporate Governance Certificate from the Auditors or practicing Company secretaries regarding compliance of conditions of Corporate Governance as stipulated in Schedule V, Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with this report.

Directors Responsibility Statement

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

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

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

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

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

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

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

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

Acknowledgements

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

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

	By Order of the Board For SPELSemiconductor Limited
Date: 29.05.2024	Sd/-	Sd/-
Place: Chennai	Swaminathan Chandramohan	P. Balamurugan
	Director	Whole-Time Director
	DIN: 00052571	DIN: 07480881