Wonder Electricals Ltd Directors Report

The Directors are pleased to present the (14th) Fourteenth Annual Report of Wonder Electricals Limited {Formerly Known as Wonder Fibromats Limited} ("the Company") along with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL PERFORMANCE

The audited financial statements of the Company for the Financial Year ended on March 31, 2023, prepared in accordance with the relevant applicable Indian Accounting Standards (Ind-AS) notified under section 133 of the Companies Act, 2013 (the ‘Act), read with Rule 7 of the Companies (Accounts) Rules, 2014.during the Financial Year under review is summarized as follows:

(Amount: Rs. in Lakhs)

Particulars	2022-23	2021-22
Revenue from Operations	40251.92	39836.42
Other Income	2.21	9.39
Total Revenue	40254.13	39845.80
Earnings Before Interest, Taxes, Depreciation and Amortization Expense (EBITDA)	1726.58	1759.75
Finance Cost	295.90	247.41
Depreciation & Amortization Expenses	541.18	521.88
Profit before Tax		990.46
Tax Expenses:
a) Current year	271.49	277.20
b) Deferred Tax (Asset)/Liabilities	(11.05)	(14.47)
Profit after Tax	629.06	727.73
Prior period expense
CSR Expenditure of previous year Incurred	-	-
Profit after Tax	629.06	727.73
Basic EPS (Rs.)	4.69	5.43
Diluted EPS (Rs.)	4.69	5.43

*Previous year figures have been regrouped / re-arranged wherever necessary.

STATE OF COMPANYS AFFAIRS/OPERATIONS

At Wonder Electricals Limited, we manufacture and supply a wide range of ceiling, exhaust, pedestal and BLDC fans in various attractive designs and patterns, which are known for their high performance and low power consumption in the market. Our range of fans is available in different designs, colors and has superior gloss finishes that add grace to the decor of the surroundings. We also manufacture these fans as per specification of our clients which include well-known companies which are selling under their own brands in India.

We are a fully integrated end-to-end product and solution suite to the original sellers of the fans wherein we provide start to end solutions for fan sellers including sourcing, manufacturing, quality testing and packaging.

In line with our focus to provide end to end product solutions, we have done backward integration of our major manufacturing processes by developing in-house capabilities for blade fabrication, cover & rotor machining on automatic CNC machines, copper winding of stators, sanding, buffing, pre-treatment using nano technology, powder coating on a fully conveyorized& automatic paint-shop using robotic arm reciprocators, liquid painting for high end metallic finishes on a fully conveyorized, semi-automatic paint-shop and assembly. We believe that this improves our cost efficiency, reduces dependency on third party suppliers and gives better control on production time and quality of critical components used in manufacturing of the products.

At present, the Company is operating with two (2) plants at locations as mentioned in Corporate Governance Report.

• Operation results

Your Company recorded total revenue Rs. 40254.13 Lakhs for the Financial Year ended March 31, 2023, as compared to Rs. 39845.80 Lakhs for the previous Financial Year. The Profit After Tax (PAT) Rs.629.06 Lakhs for the Financial Year ended March 31,2023 and Rs. 727.73 Lakhs was in the previous Financial Year.

The Financial statements of the Company for the financial year 2022-23 are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards ("Ind AS") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI (LODR) Regulations, 2015") which form part of this Annual Report.

DIVIDEND

During the year under review, the Board of Directors have not recommended any dividend and proposes to put the reserves for enhancing business.

TRANSFER TO RESERVES

During the year, the Company has not apportioned any amount to other reserve. The profit earned during the year has been carried to the balance sheet of the Company.

TRANSFER OF SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no money lying to unpaid / unclaimed dividend account pertaining to any of the previous years with the Company. As such the Company is not required to transfer such amount to the Investor Education and Protection Fund established by the Central Government in pursuant to the provisions of Sections 124 and 125 of the Act, read with the

Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Further, the provisions related to the shares in respect of which dividend has not been paid/claimed for the consecutive period of seven (7) years or more which are required to be transferred to the demat account of the IEPF Authority, are not applicable to the Company.

COMPANY BACKGROUND

Wonder Electricals Limited Bearing Corporate Identification Number L31900DL2009PLC195174 was originally incorporated as "Wonder Fibromats Private Limited" under the Companies Act, 1956 on October 13, 2009. Further, the Company was converted into Public Limited Company and the name of the Company was changed to "Wonder Fibromats Limited" and a Fresh Certificate of Incorporation consequent upon conversion of Company from Private Limited to Public Limited dated July 5th, 2018 was issued by the Registrar of Companies, Delhi. Further, the Company came out with the Initial Public offer (IPO) and securities of the Company were listed and admitted to dealings on the Emerge platform of National Stock Exchange of India Limited (NSE) on August 06, 2019. Then after, the securities of the Company got migrated from SME Emerge Platform of NSE to Main Board of National Stock Exchange of India Limited (NSE) and BSE Limited with effect from January 17, 2022.

Further the company has changed its name from Wonder Fibromats Limited to Wonder Electricals Limited with effect from 14th December 2022.

The ISIN No. of the Company is INE02WG01016.

CHANGE IN NATURE OF BUSINESS:

During the year, your Company has not changed its business or object and continues to be in the same line of business as per main objects of the Company.

SHARE CAPITAL

As on March 31, 2023, the Authorised share capital of the company stood at Rs. 13,50,00,000 - (Rupees Thirteen Crore Fifty Lakhs) divided into 1,35,00,000 Equity Shares of Rs. 10/-each.

The Paid-up Share Capital of the Company as on March 31, 2023 stood at Rs. 13,40,08,000 (Rupees Thirteen Crore Forty Lakh Eight thousand) divided into 1,34,00,800 equity shares of Rs. 10/- each

During the year under review, no changes have taken place in the authorized and paid-up share capital of the Company:

Further:

• There was no reduction of share capital or buy back of shares or changes in capital transaction resulting from restructuring.

• The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company has not issued sweat equity shares to its directors or employees.

• The Company does not have any Employees Stock Option Scheme for its Employees/Directors.

SHARE REGISTRAR & TRANSFER AGENT (R&T)

M/s. KFin Technologies Limited (Formerly KFin Technologies Private Limited) is the R&T Agent of the Company. Their contact details are mentioned in the Report on Corporate Governance.

As on the day of Report entire holdings of the Members are in dematerialized form. LISTING WITH STOCK EXCHANGES

Equity Shares of your Company are presently listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Annual Listing Fees for the Financial Year 2023- 24 have been duly paid to the concerned Stock Exchanges, where Companys equity shares are Listed.

HOLDING, SUBSIDIARY, ASSOCIATE OR JOINT VENTURE COMPANIES

The Company is not required to consolidate its financial statements for the year ended March 31, 2023 as the Company does not have any holding, subsidiary, associate and joint ventures companies.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

A. Composition of the Board of Directors

As on March 31, 2023, the Board of Directors of the Company comprised of Fourteen Directors, with Seven Executive and Seven Non-Executive Directors, which includes Seven Independent Directors.

During the year under review, there was change in the composition of the Board of Directors of your Company as given below:

• Appointment:

• The Shareholders of the Company at their Annual General Meeting held on September 29, 2022 approved re-appointment of Mr. Harsh Kumar Anand as the Chairman and Managing Director of the Company for a further period of Five Years from 30th July,2023 to 29th July, 2028 (both days inclusive) even after his attaining the age of 70 years.

• Mrs. Monam Kapoor (DIN 09278005) has been appointed as Additional Independent Directors for a term of 5(five) consecutive years with effect from October 21st, 2022 subject to approval of the Shareholders. shareholders have approved the appointment through Extra ordinary General Meeting held on 24th November 2022.

• Retired by Rotation:

Pursuant the provisions of Section 152 of the Companies Act, 2013 and rules thereof and Articles of Association of the Company, Mr. Yogesh Anand (DIN: 00425775), Executive Director & Mr. Siddhant Sahni (DIN: 07508004), Whole Time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offered himself for re-appointment.

• Cessation

Ms. Ankita Chaturvedi (DIN: 09501483), Non-Executive Independent Director of the Company resigned from the Board with effect from September 23, 2022. The Board wishes to place on record its appreciation for the valuable contributions made by him to the Board and the Company during his tenure.

Mr. Praveen Chand Khanna (DIN: 00535792), Non-Executive Independent Director of the Company ceased from the Board with effect from July 29, 2023 upon completion of his tenure of Five (5) years. The Board wishes to place on record its appreciation for the valuable contributions made by him to the Board and the Company during his tenure.

Mrs. Neerja Sahni (DIN:08180342), Executive Director of the company has resigned from the Board with effect from August 11, 2023. The Board wishes to place on record its appreciation for the valuable contributions made by him to the Board and the Company during his tenure.

B. Details of Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 were Mr. Harsh Kumar Anand, Managing Director, Mr. Yogesh Anand, Chief Financial Officer, Mr. Karan Anand, Mr. Jatin Anand & Mr. Siddhant Sahni, Whole time Directors of the Company and Mr. Kripank Kumar Singh, Company Secretary.

Appointment and Cessation

• Mr. Kripank Kumar Singh Company Secretary of the Company has resigned with effect from May 20, 2023 and on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has appointed Mr. Dhruv Kumar Jha as company secretary and compliance officer of the company with effect from June 13, 2023.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR

During the year under review, Board of Directors of your Company met Six (06) times detailed information of which are given in the Corporate Governance Report which forms part of this Annual Report. The Company is in compliance with the Secretarial Standards prescribed by the Institute of Company Secretaries of India for the Board meetings.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013. The Board after assessing their disclosures confirms that all the Independent Directors of the Company that they meet with the criteria of independence as prescribed under Sub-section (6) of Section 149 of the Companies Act, 2013 alongwith in compliance in Rule 6(1) and (3) of Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year and they have complied with the code of conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank. A separate meeting of Independent Directors was held on 30th March, 2023 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://www.wonderelectricals.com/policies-and-code-of-conduct/ .

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD. COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the rules thereof and the SEBI (LODR) Regulations, 2015, the Board has carried out the evaluation of annual performance of its own, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

In pursuant to Regulation 17(10) of the SEBI (LODR) Regulations, 2015, the evaluation of Independent Directors was done by the entire Board of Directors which includes:

I. Performance of the Directors and

II. Fulfillment of the Independence criteria as specified in the regulations and their independence from the management.

The manner in which the evaluation was carried out is provided in the Corporate Governance Report, which is part of this Annual Report.

The Board and Committee evaluation policy of the company is incorporated on the website of the Company https://www.wonderelectricals.com/policies-and-code-of-conduct/.

BOARD COMMITTEES

In compliance with the requirement of applicable provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the ‘SEBI (LODR) Regulations, 2015) and as part of the best governance practice, the Company has constituted following Committees of the Board as on 31st March 2023:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Banking Finance and Operational Committee

Details of the composition of the Board and its Committees and of the meetings held, attendance of the Directors at such meetings and other relevant details are provided in the Corporate Governance Report.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter alongwith necessary documents, reports and internal policies to enable them to familiarize with the Companys Procedures and practices. The Company has through presentations at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company and Agricultural Industry as a Whole and business model. The details of such familiarization programmes imparted to Independent Directors can be accessed on the website of the Company at www.wonderelectricals.com

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel. The Nomination and Remuneration Policy is outlined in the Corporate Governance Report which is a Part of this Report. The detailed Policy is placed on the website of the Company at www.wonderelectricals.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability and according to the information and explanations obtained by them, 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 as at March 31, 2023 and of the profit 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 they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

CREDIT RATING

CRISIL has reaffirmed your Companys long-term rating to BBB-/Stable for fund-based limits.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review your Company has not given any loans, provided any guarantees / security and made investments that are covered under the provisions of Section 186 of the Act.

AUDITORS

• Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules thereof M/s. AYK & Associates., Chartered Accountants, Firm Registration No. 018591C were appointed as Statutory Auditors of the Company at the 10th Annual General Meeting (AGM) held on June 27, 2019 for the period of 5 years to hold office till the conclusion of the 15th Annual General Meeting to be held in the calendar year 2024.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate no. 012052 issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The notes on financial statement referred to in the Auditors Report are self- explanatory and do not call for any further comments. The report given by the Statutory Auditors on the financial statements of the Company is a part of this Annual Report. There were no qualifications, reservations, and adverse remark or Disclaimer given by the Statutory Auditors in their Report.

Reporting of frauds by Auditors:

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year under review.

• Secretarial Auditors

Pursuant to Section 204 of the Act and Regulation 24A of SEBI (LODR) Regulations, the Board of Directors at its meeting held on 20th May 2023, has re-appointed Ms. Rubina Vohra, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial audit report received as Form MR-3 from the Secretarial Auditors is annexed to this report marked as Annexure-B and forms part of this Board report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark for the financial year 2022-23.

• Cost Records and Cost Auditor

Your Company is required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 and have them audited every year and accordingly, such accounts and records are made and maintained in the prescribed manner.

The Board of Directors at its meeting held on 20th May 2023, based on the recommendation of the Audit Committee and pursuant to the provisions of Section 148 of the Act read with the Companies (Management and Remuneration Personnel) Rules, 2014, has re-appointed M/s. Ajay Kumar Singh & Co., Cost Accountants having FRN: 000386, as the Cost Auditors of your Company for the financial year 2023-24.

The remuneration payable to the Cost Auditors is required to be placed before the members in the general meeting for its ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. Ajay Kumar Singh & Co.,

Cost Accountants, is included at Item No.4 of the Notice of the ensuing 14th Annual General Meeting.

• Internal Auditors

As per the requirements of Section 138 of the Companies Act, 2013 M/s. Mukul Gupta & Co., Chartered Accountants having FRN: 030326N, had conducted Internal Audit of the Company for Financial Year 2022-23.

The Board of Directors at its meeting held on 20th May 2023, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has re-appointed M/s. Mukul Gupta & Co., Chartered Accountants having FRN: 030326N, as the Internal Auditors of your Company for the Financial year 2023-24. The Internal Auditor conducts the internal audit of the functions and operations of the Company and reports to the Audit Committee and Board from time to time.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23, is placed on the Companys website and can be accessed at, https://www.wonderelectricals.com/annual-general-meeting-eogm/.

PUBLIC DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014 and accordingly, no disclosure or reporting is required in respect of details relating to deposits.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the Related Party Transactions entered into during the financial year were on an Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company as per Section 188 Companies Act 2013. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis.

The details of the related party transactions for the financial year 2022-23 is given in notes of the financial statements which is part of Annual Report.

The Company formulated a policy on Related Party Transactions (RPTs) in accordance with the Act and the SEBI Listing Regulations including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy has been revised in line with the amendment in SEBI Listing Regulations and the same is available on the Companys website at https://www.wonderelectricals.com/policies-and-code-of- conduct/.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Disclosures pertaining to remuneration and other details are required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the Directors Report for the year ended March 31, 2023 and is annexed to this Report and marked as Annexure- D.

During the financial year 2022-23, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. hence, the particulars required to be reported under Rule 5(2) and Rule 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 not required to be submitted.

MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed in the Report, there have been no material changes and commitments affecting the financial position of the Company which have occurred between the March 31, 2023 and the date of this Boards Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO [Pursuant to Companies (Accounts) Rules, 2014]

A. CONSERVATION OF ENERGY

Your Company strives cautiously to conserve energy by adopting innovative measures to change to eco-friendly and cheaper fuels, reducing wastage and optimizing consumption. The company has made capital investment on energy conservation equipment during the year under review.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Companys research and development team of the Company comprises of some of the finest designers and senior craftsman. The Company has been instrumental in developing and introducing several widely acclaimed fans designs. The Company has also developed several new systems, procedures and techniques in fans manufacturing such as BLDC motors. The company continues to adopt and use the latest technologies to improve the productivity and quality of its products.

In case of imported technology (imported during the last three years reckoned from the beginning of the financial year:

• The details of technologies imported. - Nil

• The year of import - NA

• Whether the technology been fully absorbed. - NA

• If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NA

C. FOREIGN EXCHANGE EARNING AND OUTGO

• The details of Foreign Exchange earnings and outgo are furnished below.

(Rs. In Lacs)

Sl.no. Particulars	2022-23	2021-22
a) Foreign Exchange Earnings	15.36	10.76
b) Foreign Exchange Outgo	Nil	24.74

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as Annexure - C.

CORPORATE GOVERNANCE

The Company has listed on the main board of the NSE & BSE. In line with the Companys commitment to good Corporate Governance Practices, your Company has complied with all the mandatory provisions of the SEBI (LODR) Regulations, 2015.

A separate report on Corporate Governance and Certificate from the Practicing Company Secretary regarding compliance of condition of corporate governance, as stipulated under SEBI (LODR) Regulations, 2015 is forming a part of this Annual Report. A Certificate of the MD and CFO of the Company in terms of the SEBI (LODR) Regulations, 2015, inter-alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed to report on Corporate Governance.

POLICY MATTERS

• Nomination Remuneration and Evaluation Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, formulated a policy on appointment and remuneration of Directors, Key Managerial personnel and Senior Management personnel. The Nomination and Remuneration Policy is outlined in the Corporate Governance Report which is a Part of this Report. The detailed Policy is placed on the website of the Company at https://www.wonderelectricals.com/policies-and-code-of-conduct/ .

• Vigil Mechanism / Whistle Blower Policy

The Company has established a whistle blower policy / vigil mechanism in compliance with the provision of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015 for the genuine concerns expressed by the employees and Directors about the unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The Company provides adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

During the year under review, the Company has not received any instances of genuine concerns from Directors or employees. The policy is in line with the provisions of the Act and the Listing Regulations is available on the website of the Company at https://www.wonderelectricals.com/policies-and-code-of-conduct/.

• Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programs / activities that can be carried out under various program heads. CSR policy of the Company is available on the website. at https://www.wonderelectricals.com/policies-and-code-of-conduct/.

The Companys CSR activities are focused on addressing critical social, environmental and economic needs of the underprivileged and downtrodden sections of the society. During the year, Company carried out several initiatives under the CSR program, directly. The Annual report on CSR activities is attached as Annexure-A forming part of this report.

• Code of Conduct for Prevention of Insider Trading

In accordance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015, Wonder Electricals Limited is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The Company has also adopted and revised its Code in accordance with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 and SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2019.The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the shares of the company at the time when there is unpublished price sensitive information. The said Code is available on the website of the Company at https://www.wonderelectricals.com/policies-and-code- of-conduct/.

INTERNAL CONTROL

The Company has internal control system commensurate with the size of the Company. Adequate procedures are set out for detecting and preventing frauds and for protecting the Companys assets. The head of Internal Audit Team reports to the Chairman of the Audit Committee for the purpose of maintaining independence and Internal Audit Reports are placed before the Audit Committee together with statement of significant audit observation and the suggested corrective action followed by a report on action taken thereon. Further the Company has adequate internal financial control with respect to the financial statements.

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 and has also constituted an ‘Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the prevention and redressal of complaints of sexual harassment and for the matters Concerned connected or incidental thereto. The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder.

Since there were no complaints received by the ICCs during the Financial year 2022-23, the Committee filed a ‘NIL complaints report with the concerned authority(ies), in compliance with Section 22 of the aforementioned act.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards (SS-1 & SS-2) issued by the Institute of Companies Secretaries of India.

DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT:

There are no demat suspense account/unclaimed suspense account during the year under review as per SEBI (LODR) Regulations, 2015.

DISCLOSURE BY DIRECTORS

The Directors on the Board have submitted notice of interest under Section 184(1) of the Companies Act, 2013 i.e., in Form MBP 1, intimation under Section 164(2) of the Companies Act, 2013 i.e., in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company.

RISK MANAGEMENT

Your Company has evaluated a risk management to monitor the risk management plan for the company. They ensure that all the risks are timely defined and mitigated in accordance with the risk management process including identification of elements of risk which might threaten the existence of your Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.wonderelectricals.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

GENERAL

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

• Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

• Details of difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

ACKNOWLEDGMENTS

Your directors wish to convey their gratitude and appreciation to all the employees of the Company posted at all its locations for their tremendous personal efforts as well as collective dedication and contribution to the Companys performance.

Your directors would also like to thank the employee unions, shareholders, customers, dealers, suppliers, bankers, Government and all other business associates, consultants and all the stakeholders for their continued support extended to the Company and the Management.

	For and on behalf of the Board of Directors
	Wonder Electricals Limited
	Sd/-
	Harsh Kumar Anand
Place: New Delhi	Chairman & Managing Director
Date: August 11, 2023	(DIN: 00312438)