Menon Bearings Ltd Directors Report

REVIEW OF OPERATIONS:

To undertake aluminium die casting business activities the Aluminium Division in a separate entity, the Company incorporated Menon Alkop Limited on 23^rd January, 2024 as its Wholly Owned Subsidiary. As approved by the members of the Company on 28^th April, 2024 by passing of special resolution though Postal Ballot process, the Company sold its Aluminium Division to Menon Alkop Limited on slump sale basis.

During the financial year under review, the Company has registered a consolidated turnover of Rs. 23,927.80 Lakh (previous year Rs. 21,075.26 Lakh) and Consolidated Net Profit after Tax of Rs. 2,493.45 Lakh (previous year Rs. 2,435.51 Lakh).

DIVIDEND:

The Companys overall performance during the financial year under review was satisfactory. Based on the performance, the Company declared interim dividend @ Rs. 2.00 per Equity Share (previous year Rs. 2.25 per Equity Share), being 200% (previous year 225%) of the paidup Equity Share Capital of the Company for the financial year ended 31^st March, 2025. Considering current market scenario and to conserve resources, your directors are not recommending any further dividend for the financial year ended 31^st March, 2025, and the interim dividend already paid may be taken as final dividend for the financial year under review.

SHARE CAPITAL OF THE COMPANY:

During the financial year under review, there was no change in the paid up share capital of the Company. As on 31^st March, 2025, the paid up share capital of the Company was Rs. 5,60,40,000/ (Rupees Five Crore Sixty Lakh Forty Thousand only) divided into 5,60,40,000 (Five Crore Sixty Lakh Forty Thousand) Equity Shares of Re. 1/ each fully paid up.

CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business activities of the Company during the financial year under review, except sale of Aluminum Division to its Wholly Owned Subsidiary viz. Menon Alkop Limited on slump sale basis.

RESERVES:

During the financial year under review, a sum of Rs. 75.00 Lakh (previous year Rs. 75.00 Lakh) was transferred to the General Reserve.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:

As on 31^st March, 2025, the Company had three wholly owned subsidiaries namely Menon Brakes Limited (formerly known as Menon Brakes Private Limited), Menon Alkop Limited and Menon Bearings New Ventures Limited.

During the financial year under review, the Company had no joint venture / associate company. CONSOLIDATED AUDITED FINANCIAL STATEMENTS:

The Consolidated Audited Financial Statements along with the Independent Auditors Report thereon are annexed and form part of this Report and the summarized consolidated financial position is provided in financial highlights stated herein above.

PUBLIC DEPOSITS:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

ANNUAL RETURN:

As required under Section 92(3) read with Section 134(3) (a) of the Act, the copy of Annual Return as on 31^st March, 2025 will be placed on the website of the Company and can be accessed at https://menonbearings.in/investorinformation

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Retirement by rotation

b) Appointment and Reappointment

In terms of provisions of Section 152(6) of the Act Mr. Arun Aradhye (DIN: 00692754), retired by rotation at the 33^rd AGM of the Company held on 6^th September, 2024, and was appointed as director of the Company

Mr. Siddheshwar Kadane was appointed as Company Secretary and Compliance Officer of the Company with effect from 1^st January, 2025.

Mr. Nandan Dattatray Borgalkar (DIN: 07322278) is proposed to be appointed as NonExecutive Independent Director of the Company, not liable to retire by rotation, for a term of 5 (five) consecutive years with effect from 1^st October, 2025 to 30^th September 2030 in the ensuing AGM of the Company.

c) Cessation

Mr. Manmay Kalyankar, Company Secretary and Compliance Officer of the Company resigned from the services of the Company with effect from closing business hours of 8^th October, 2024. The Board places on record its sincere appreciation for the valuable contribution made by him during his tenure as Company Secretary and Compliance Officer of the Company.

No other Director or KMP retired or resigned during the financial year under review.

d) Declaration from Independent Directors

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and pursuant to Regulation 25(8) of the Listing Regulations declaring that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and the Companys Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandated the inclusion of their name in the data bank of Indian Institute of Corporate Affairs.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possess relevant expertise and experience and are independent of the management.

e) Number of Directors

As per Regulation 17(1) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board, out of them half of the board should consist of independent directors.

At present, in compliance with the aforesaid provisions, your Company has six directors consisting of three Independent Directors including one woman director and three Executive Directors.

f) Annual Performance and Board Evaluation

The Board has devised a policy pursuant to the applicable provisions of the Act and the Listing Regulations for performance evaluation of the Chairman, Board as a whole and individual directors (including Independent Directors) and Committees, which includes criteria for performance evaluation of NonExecutive Directors and Executive Directors.

The Board has devised questionnaire to evaluate the performance of Board as a whole, Committees of the Board individual directors and Chairperson. The Chairman of respective Board Committees shared the report on evaluation with the Board. The performance of each Committee was evaluated by the Board, based on

report on evaluation received from respective Committees. The reports on performance evaluation of the individual directors were reviewed by the Board.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance at Board and Committee Meetings;

ii. Quality of contribution to the deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance; and

iv. Providing perspectives and feedback going beyond information provided by the management.

Taking into account the views of Executive Directors and NonExecutive Directors, the Independent Directors, in their a separate meeting, evaluated the performance of nonindependent directors, the Board as a whole and Chairman of the Company.

The details of Key Managerial Personnel of the Company are as follows:

MEETINGS OF THE BOARD AND COMMITTEES:

The Board of Directors meets at regular intervals to discuss and decide on Company / business policies and strategy apart from other Board business. A tentative annual calendar of the Board and Committee meetings is informed to the directors in advance to facilitate them to plan their schedule accordingly and to ensure meaningful participation in the meetings. However, in case of special or urgent business need, the Boards / Committees approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors / Committees.

The notice of meetings of the Board of Directors and Committees are given well in advance to all the directors of the Company. Usually, meetings of the Board are held in Kolhapur, Maharashtra. The agenda of the Board / Committee meetings are circulated at least 7 days before the date of the meeting. The agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the directors to make informed decisions.

During the financial year under review, the Board of Directors met 5 (five) times as per details given below, and the intervening gap between two consecutive meetings was within the period prescribed under the Act and the Listing Regulation;

DIRECTORS RESPONSIBILITY STATEMENT:

Your directors to the best of their knowledge and belief and according to the information and explanations

obtained by them and as required under Section 134(3) read with Section 134(5) of the Act state that:

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

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 31^st March, 2025 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 this 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 were 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.

COMMITTEES OF THE BOARD:

In accordance with the applicable provisions of the Act and the Listing Regulations, the Company has

constituted four committees of the Board, namely:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Nomination and Remuneration Committee; and

4. Corporate Social Responsibility Committee.

Details of the said Committees along with their charters, composition and meetings held during the financial

year under review are provided in the report on Corporate Governance, forming part of this Report.

The details of meetings of various Committees and attendance thereat are given below:

AUDIT COMMITTEE:

The Audit Committee is duly constituted as per the provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations.

As on 31^st March, 2025, the Audit Committee comprised of 4 (four) members viz., Mr. M. L. Shinde, Mr. R. D. Dixit, Mrs. Kailash A. Nevagi, and Dr. Santosh Prabhu. Mr. M. L. Shinde is the Chairman of the Audit Committee and the Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

The Audit Committee of the Company reviews the reports to be submitted to the Board of Directors with respect to auditing and accounting matters. It also supervises the Companys internal control and financial reporting process and vigil mechanism.

All the recommendations made by the Audit Committee during the financial year under review were accepted by the Board of Directors of the Company.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has adopted Vigil Mechanism / Whistle Blower Policy as per the provisions of Section 177 of the Act and Regulation 22 of the Listing Regulations to deal with instances of fraud and mismanagement. It also provides adequate safeguards against victimization of directors or employees or any other person who avail the mechanism and it provides for direct access to the Chairman of the Audit Committee in exceptional cases.

The details of the Vigil Mechanism are provided in the report on Corporate Governance and also posted on the

website of the Company at https://menonbearings.in/wpcontent/uploads/2025/08/VIGILMACHANISM POLICY.pdf

We affirm that during the financial year under review, no employee or director was denied access to the Chairman of the Audit Committee.

PARTICULARS OF EMPLOYEES:

(a) The information, as 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 given in Annexure II, forming part of this report.

(b) The statement containing particulars of employees, as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in this Report as Annexure III, forming part of this report.

(c) Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has constituted an Internal Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or at the end of the financial year under review.

(d) Compliance with the provisions of Maternity Benefit Act, 1961:

The Company has devised proper systems to ensure compliance with the provisions of the Maternity Benefit Act, 1961. Your Directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required.

(e) Number of employees as on the closure of financial year ended 31^st March, 2025:

Female : 1

Male : 202

Transgender : 0

REMUNERATION POLICY:

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations and upon recommendation of Nomination and Remuneration Committee, the Board of Directors has adopted a policy for appointment of directors, key managerial personnel, senior management personnel and evaluation of their performance and remuneration. The said Policy has been placed on the website of the Company and is available at https://menonbearings.in/corporategovernance

STATUTORY AUDITORS:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 31^st AGM held on 22^nd September, 2022 appointed M/s. A R N A & Associates, Chartered Accountants, Kolhapur (FRN: 122293W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years, and accordingly they will hold office as such till the conclusion of 36^thAGM of the Company to be held for the financial year ending 31^st March, 2027.

M/s. A R N A & Associates, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible

for continuance as Statutory Auditors of the Company.

The Statutory Auditors reports on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31^st March, 2025 form part of this Report.

The Statutory Auditors Reports on the Audited Standalone and Consolidated Financial Statements for the financial year ended 31^st March, 2025 does not contain any qualifications, reservations or adverse remarks or disclaimer.

COST RECORDS AND COST AUDIT:

During the financial year under review, the Company duly made and maintained the Cost accounts and records as required under Section 148(1) of the Act.

The Company has received Cost Audit Report for the financial year ended 31st March, 2025 from M/s. C. S. Adawadkar & Co., Cost Accountants, Cost Auditors of the Company.

COST AUDITORS:

Pursuant to the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the Board of Directors of the Company, in its meeting held on 10th May, 2024, reappointed M/s. C. S. Adawadkar & Co., Cost Accountants, Pune (FRN: 100401) as Cost Auditors of the Company to conduct audit of cost records pertaining to manufacturing of Aluminum products, Bimetallic products and tractors and other motor vehicles (including automotive components) for the financial year 202425

Further, the Board of Directors of the Company, in its meeting held on 15th May, 2025 reappointed M/s. C. S. Adawadkar & Co., Cost Accountants, Pune (FRN: 100401) as Cost Auditors of the Company to conduct audit of cost records pertaining to manufacturing of Aluminum products, Bimetallic products and tractors and other motor vehicles (including automotive components) for the financial year 202526. A resolution seeking ratification of the remuneration payable to the said Cost Auditors for the financial year 202526 by the members is provided in the Notice of the ensuing 34th AGM of the Company.

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Company had appointed M/s. M Baldeva Associates, Company Secretaries, Mumbai to undertake Secretarial Audit of the Company for the financial year 202425.

With respect to observation made by the Secretarial Auditors in their Report regarding delay in filing of some e forms with the Registrar of Companies, your directors would like to mention that the delay in filing of such e forms was inadvertent.

Further, pursuant to the provisions of Regulation 24A of Listing Regulations as amended vide Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 dated 13^th December, 2024, the Board of Directors appoint of M/s M Baldeva Associates, Company

Secretaries, Mumbai as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from financial year 20252026 till financial year 202930 to carry out Secretarial Audit subject to approval of shareholders at Annual General Meeting. A resolution seeking approval of the members for appointment of Secretarial Auditors is provided in the Notice of the ensuing 34^th AGM of the Company.

INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, reappointed Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur as Internal Auditor of the Company for the financial year 202526. Internal Auditor submits his report to the Audit Committee on quarterly basis.

REPORTING OF FRAUD BY AUDITORS

None of the Auditors have reported any fraud as specified under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the highest standard in Internal Financial Control.

RISKS AND AREAS OF CONCERN:

The Company has laid down a welldefined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitoring of both business and nonbusiness risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, the following have been made part of the Annual Report and are annexed to this report:

Declaration on compliance with Code of Conduct;

Certificate from Practicing Company Secretary that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies; and 0 Auditors Certificate regarding compliance of conditions of Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY:

The details of CSR activities undertaken during the financial year 202425, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure V and forms part of this report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year under review with related parties were in the ordinary course of business on arms length basis and are reported in the Notes to Accounts for the financial year ended 31^st March, 2025.

The details of material related party transactions as referred to in Section 188(1) of the Act in the prescribed Form AOC2 under the Companies (Accounts) Rules, 2014 are given in Annexure VI and forms part of this report.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has formulated the Related Party Transaction Policy and the same is uploaded on the Companys website at https://menonbearings.in/wpcontent/uploads/2025/08/POLICYONRELATEDPARTY TRANSACTIONS.pdf

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

No material changes or commitments affecting the financial position of the Company have occurred between end of the financial year to which the financial statements relate and the date of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, guarantees given or investments made by the Company as required under the provision of Section 186 (4) of the Act are given under Notes to Accounts for the financial year ended 31st March , 2025 and forms part of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was No significant or material order have been passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years or more. Further, according to the provisions of 124(6) of the Act read with the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year under review, the Company transferred 2,06,440 Equity Shares to the demat account of the IEPF Authority for which dividends remained unpaid/unclaimed for seven consecutive years or more.

In terms of the provisions of Section 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, during the financial year under review, an amount of Rs. 19,51,342/ and Rs. 26,02,707/ which remained unpaid and unclaimed dividend for the financial years 201617 and 201718 respectively, was transferred to the IEPF account.

Further, the unpaid and unclaimed dividend amount lying with the Company for the financial year 201617 is due to transfer to the IEPF. The complete details of the same are available on the Companys website viz. https://menonbearings.in/investorrelations/investorinformation.

The Board has appointed Mr. Arun Aradhye, Whole Time Director and Chief Financial Officer of the Company as the Nodal Officer to ensure compliance with the IEPF Rules.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology absorption, Foreign exchange earnings and outgo are given in Annexure VII and forms part of this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during the financial year under review.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor was any such proceeding pending at the end of the financial year under review.

VALUATION OF ASSETS:

During the financial year under review, there was no instance of onetime settlement of loans / financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

ACKNOWLEDGMENTS:

Your directors wish to place on record their gratitude for the continued cooperation and patronage extended by the esteemed customers both in OEM and Replacement Market segments. The directors would also like to place on record their sincere appreciation for the continued cooperation, guidance, support and assistance extended during the financial year under review by our bankers, customers, suppliers and Government agencies. The Board of Directors also wishes to express its appreciation for the valuable contribution made by the employees at all levels during the financial year under review.

For and on behalf of the Board of Directors of Menon Bearings Limited

Place : Kolhapur Date : 25^thJuly, 2025

NITIN MENON Executive Chairman DIN: 00692754

Annexure I FORM AOC 1

[Pursuant to first proviso to subsection 3 of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014]

Statement containing salient features of the financial statements of subsidiaries or associate companies or joint ventures.

Names of subsidiaries which are yet to commence operations:

Names of subsidiaries which have been liquidated or sold during the year: Nil

Not Applicable as the Company does not have any associate and joint venture.

For and on behalf of the Board of Directors of Menon Bearings Limited

As per our report of even date attached

For M/s. A R N A & Associates, Chartered Accountants

CA AMEET JOSHI

Partner

Membership No.:177982 UDIN : 25177982BMJIJN7746

NITIN MENON

Executive Chairman DIN:00692754

R. D. DIXIT

Managing Director DIN : 00626827

Place : Kolhapur Date : 25^th July, 2025

ARUN ARADHYE

Whole Time Director & CFO DIN : 03052587

SIDDHESHWAR KADANE

Company Secretary & Compliance Officer Membership No: A72775

Details of the ratio of remuneration of each director to the median employees remuneration

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2024 25 :

(ii) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

For and on behalf of the Board of Directors of Menon Bearings Limited

Nitin Menon

Place : Kolhapur Executive Chairman

Date : 25^th July, 2025 DIN:00692754

Information as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The percentage of equity shares held includes that of the spouse.

For and on behalf of the Board of Directors of Menon Bearings Limited

Place: Kolhapur Date : 25^th July, 2025

Nitin Menon Executive Chairman DIN:00692754

Annexure VI

FORM NO. AOC2

[Pursuant to clause (h) of subsection (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

Form for disclosure of particulars of contracts / arrangements entered into by the Company with related parties referred to in subsection (1) of Section 188 of the Companies Act, 2013 including certain armslength transactions under third proviso thereto.

1. Details of contracts or arrangements or transactions not at arms length basis:

The Company has not entered into any contract or arrangement or transaction with its related parties which is not at arms length during the financial year 202425.

2. Details of material contracts or arrangements or transactions at arms length basis:

For and on behalf of the Board of Directors of Menon Bearings Limited

Annexure VII

STATEMENT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [PURSUANT TO PROVISIONS OF SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014]

A. CONSERVATION OF ENERGY

Steps taken or impact on conservation of energy :

The Company is committed to sustainable practices and continues to take proactive steps to enhance energy conservation and operational efficiency across all its plants and offices. Key initiatives include:

1. Adoption of Green Energy Solutions

Solar Energy Installation: A solar power system of 570 kWp has been installed.

Estimated Energy Generation: Approximately 8 lakh units per year

Benefits:

a) Significant reduction in dependency on nonrenewable energy sources

b) Lower electricity costs over the long term

c) Reduced carbon footprint, supporting environmental sustainability

2. Installation of Energy Efficient Motors

Energy Savings: Approximately 1,8002,000 units saved per year

Benefits:

a) Enhanced motor performance with reduced energy consumption

b) Lower maintenance costs due to improved efficiency

c) Contributes to overall operational cost savings

3. Use of LED Lighting for Improved Energy Efficiency

LED lighting is used extensively across offices and facilities

Benefits:

a) Energy savings as LED lights consume significantly less electricity compared to traditional lighting

b) Longer lifespan, reducing frequency of replacements and maintenance costs

c) Ecofriendly operation with minimal heat emission and environmental impact

4. Replacement of Dieseloperated Holding Furnace

Replaced with an electrically operated holding furnace

Benefits:

a) Reduction in diesel consumption

b) Improved temperature control and reduced heat losses

c) Decrease in greenhouse gas emissions

Steps taken for utilizing alternative sources of energy: Use of Boilers with PreHeat Chambers.

Boilers with preheat chambers have been deployed

Purpose: To optimize diesel consumption

Benefits:

a) Enhanced fuel efficiency

b) Faster heating cycles with reduced energy waste

c) Lower operational costs and emissions

Capital investment on energy conservation equipment: Nil

B. TECHNOLOGY ABSORPTION

1. New technologies implemented:

i. Vision system using cameras for visual inspection of thrust washers with automated loading and unloading.

ii. PTFE autospraying machine with strip auto loading and unloading.

iii. QR code printing and scanning machines installed.

iv. Bowl feeder system introduced for bush grooving operations on CNC machines.

2. Efforts made towards technology absorption, adaptation, and innovation:

The Company has taken several steps to absorb and adapt new technologies, focusing on automation and quality enhancement in the production process.

3. Benefits derived from the above efforts:

i. Reduced cycle time due to automation of loading/unloading processes, resulting in higher productivity.

ii. Reduction in manpower requirements.

iii. Increased production capacity.

iv. Enhanced product quality through the use of advanced inspection and positioning systems.

4. Details of imported technology (if any):

The company did not import any new technology during the financial year 202425.

C. RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R & D was carried out:

i. Installation of a 5station auto bending machine for washer notch bending.

ii. Establishment of a zinc plating plant at Unit II Bush Line.

iii. Installation of a doublestation autogrooving machine for regular diameter bearings to remove bottlenecks.

2. Benefits derived:

i. Reduction in cycle time due to automation of washer handling.

ii. Capability to manufacture a wider range of bearings to meet customer requirements.

iii. Improved product identification and traceability.

iv. Enhanced quality and reduced operational time.

3. Future plans:

i. The company plans to install rooftop solar systems at other units.

ii. Installation of gantry systems for automatic loading and unloading of bushings between coining and forming operations.

iii. Bowl feeders to be added for bush facing and chamfering machines.

iv. Robotic arms to be installed for automatic loading and unloading of bushes during boring operations.

4. Expenditure on R&D:

. Capital Work in Progress (WIP): Rs.32,05,000 /

i. Recurring: Rs. 6,00,000

ii. Total: Rs. 38,05,000

v. Total R&D expenditure as a percentage of total turnover: 0.23 %

III. FOREIGN EXCHANGE EARNINGS AND OUTGO

For and on behalf of the Board of Directors of Menon Bearings Limited

Nitin Menon

Place: Kolhapur Date : 25^thJuly, 2025

Executive Chairman DIN:00692754