Spel Semiconductor has scheduled its 41st Annual General Meeting (AGM) for Sep 14, 2026, to address a proposed rights issue of up to ₹500 crore and significant asset disposals. The meeting coincides with the release of the company’s annual report for FY26, which reported a net loss of ₹23,84.11 lakh.

The Board of Directors fixed the book closure period from Sep 7, 2026 to Sep 14, 2026. E-voting will commence on Sep 11, 2026 at 10 am and conclude on Sep 13, 2026 at 5 pm.

Key Agenda Items

The AGM notice outlines several special and ordinary resolutions for shareholder approval:

• Rights Issue: Seek approval to issue equity shares on a rights basis for an amount not exceeding ₹500 crore in multiple tranches.
• Land Sale: Approve the sale or disposal of up to 3.7 acres of land located at CMDA Industrial Estate, Maraimalai Nagar.
• Capital Increase: Increase authorized share capital from ₹60 crore to ₹90 crore, comprising equity and preference shares.
• Borrowing Powers: Authorize the Board to borrow up to ₹1,000 crore from banks, financial institutions, or other entities.
• Security Creation: Permit creation of charges/mortgages on company properties to secure borrowings up to ₹1,000 crore.
• Fund Raising: Approve raising funds up to ₹500 crore through permissible securities such as FCCBs, GDRs, ADRs, or QIPs.

Related Party Transactions

The meeting will also approve the redemption of specific securities held by promoters:

Director Reappointment

Dr. Venkatasubramanian V Meenakshi retires by rotation and offers herself for reappointment as a director.

Financial Performance FY26

The company reported a revenue decline and increased losses in FY26 compared to FY25.

What the Numbers Show

The proposed borrowing limit of ₹1,000 crore is significantly higher than the authorized capital increase to ₹90 crore and the rights issue cap of ₹500 crore. This suggests the company may be positioning itself for substantial leverage-driven expansion or debt restructuring alongside equity fundraising. Additionally, finance costs more than doubled to ₹505.83 lakh from ₹288.48 lakh in the prior year, contributing to the widening net loss despite a reduction in employee benefits expense from ₹391.28 lakh to ₹254.34 lakh.

The Board of Directors of Spel Semiconductor approved unaudited financial results for the quarter ended June 30, 2026, reporting a net loss of ₹134.06 lakh. This compares to a net loss of ₹558.78 lakh in the corresponding quarter of the previous year.

Factory operations remain suspended, with revenue primarily representing residual export and other sales. Consequently, income for the period is not comparable with normal operating periods. The Board also fixed the date for the 41st Annual General Meeting (AGM) on September 14, 2026.

Financial Performance

Revenue from operations fell sharply to ₹7.99 lakh in Q4FY26, down from ₹193.39 lakh in Q4FY25. Total income stood at ₹48.28 lakh, driven largely by other income of ₹40.28 lakh. Total expenses were ₹182.34 lakh, including finance costs of ₹61.57 lakh and employee benefit expenses of ₹29.23 lakh.

Earnings per share (basic and diluted) were negative at ₹0.29, compared to a loss of ₹1.21 in the prior year quarter. For the full year ended March 31, 2026, the company reported a net loss of ₹2,384.11 lakh against revenue of ₹628 lakh.

What the Numbers Show

Other income accounted for approximately 83% of total income in the quarter, highlighting the negligible contribution from core operations due to suspended factory activities. While the absolute loss narrowed significantly compared to the previous year, this reduction is largely attributable to lower total expenses rather than operational recovery, as revenue from operations dropped by over 95%.

Auditor’s Qualified Conclusion

Statutory auditors Venkatesh & Co issued a qualified conclusion on the interim financial results. They highlighted material uncertainties regarding the company’s ability to continue as a going concern. Key factors include:

• Incurred losses and negative cash flows during the period and earlier years.
• Resignation of major employees, leading to significant reduction in staff strength.
• Breakdown of major plant and machinery, resulting in suspended production activities.
• Unconfirmed trade receivables of ₹3.91 lakh and payables of ₹339.68 lakh pending reconciliation.

Corporate Actions

The Board scheduled the 41st AGM for September 14, 2026, to be held via Video Conferencing or Other Audio Visual Means. The register of members and share transfer books will remain closed from September 7 to September 14, 2026. Remote e-voting will be available from September 11 to September 13, 2026. The cut-off date for determining voting rights is September 7, 2026.

The company stated it is actively pursuing measures to restart factory operations, including the sale of surplus land, mobilizing funding through financial institutions or investors, partnering with strategic investors, and raising funds through a public rights issue.