Wonder Electricals Limited has disclosed receiving a warning letter from the Securities and Exchange Board of India (SEBI) for regulatory non-compliance. The company informed stock exchanges on March 13, 2026, about the warning letter received on March 12, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Nature of Non-Compliance

The warning letter, issued by SEBI's Corporation Finance Department, addresses violations related to material related party transactions. During the analysis of related party transaction reports for the half years ended September 2024 and March 2025, SEBI identified that Wonder Electricals failed to obtain mandatory prior shareholder approval for material related party transactions with M/s Stamping & More LLP.

Regulatory Requirements and Violations

SEBI emphasized that Regulation 23(4) of the LODR Regulations mandates prior approval of shareholders through resolution for all material related party transactions and subsequent material modifications. The regulation specifically prohibits related parties from voting on such resolutions, regardless of their relationship to the particular transaction.

While Wonder Electricals obtained post facto approval from shareholders, this did not satisfy the regulatory requirement for prior approval. SEBI has characterized this non-compliance as a serious matter requiring immediate corrective action.

Mandatory Actions and Timeline

SEBI has outlined specific compliance requirements for Wonder Electricals following the warning:

• Board Presentation: The company must present the warning letter and remedial actions to its Board of Directors at the next board meeting
• Compliance Report: Wonder Electricals must submit a brief on board discussions and actions taken within 10 days of the board meeting
• Stock Exchange Disclosure: Immediate dissemination of the warning letter to stock exchanges upon receipt

Regulatory Warning and Future Implications

The SEBI warning letter, signed by Deputy General Manager Sathya Kumaran K S, cautions Wonder Electricals to exercise due diligence in future compliance matters. The regulator has indicated that failure to maintain proper compliance standards could result in appropriate enforcement action under the SEBI Act, 1992, and associated rules and regulations.

Company Secretary and Compliance Officer Dhruv Kumar Jha has formally communicated the regulatory development to both NSE and BSE, ensuring transparency with stakeholders regarding the compliance matter.

Wonder Electricals Limited issued a postal ballot notice on February 17, 2026, seeking shareholder approval for the appointment of Mr. Atul Mital as Independent Director. The company announced the e-voting process under Regulation 30 of SEBI listing requirements, with voting scheduled from February 18 to March 19, 2026.

Official Postal Ballot Intimation

The company has formally notified both NSE and BSE regarding the postal ballot and e-voting process. Wonder Electricals has entered into an agreement with NSDL to provide remote e-voting facility to shareholders for exercising their voting rights on the proposed resolution.

E-Voting Schedule and Process

The company has initiated a postal ballot process exclusively through remote e-voting to obtain shareholder approval for Mr. Atul Mital's appointment as Independent Director. The voting process follows SEBI regulations and Companies Act provisions for electronic shareholder participation.

Shareholders whose names are recorded in the register of members or beneficial owners maintained by depositories as on the cut-off date are entitled to participate in the remote e-voting process. The postal ballot notice has been sent electronically to shareholders with registered email addresses.

Director Appointment Resolution

Shareholders will vote on a Special Resolution for appointing Mr. Atul Mital (DIN: 01391029) as Independent Director for a five-year term from February 11, 2026, to February 10, 2031. The appointment follows his initial designation as Additional Director by the Board of Directors.

The resolution includes provisions under Regulation 17(1A) of SEBI Listing Regulations allowing Mr. Mital to continue as Independent Director even after attaining 75 years of age during his tenure.

Director Profile and Qualifications

Mr. Atul Mital brings extensive experience in electrical products manufacturing and corporate management to Wonder Electricals' board. His appointment strengthens the company's governance structure with industry-specific expertise.

Mr. Mital has provided declarations confirming his independence criteria under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of SEBI Listing Regulations. He has confirmed no disqualification under Section 164 of the Companies Act.