Menon Pistons Ltd Directors Report

To,

The Members of Menon Pistons Limited

The Directors are pleased to present the 48th Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2025.

Directors have tried to maintain coherence in disclosures and flow of the information by clubbing required information topic-wise and thus certain information which is required in Directors Report is clubbed elsewhere and has to be read as a part of Directors Report.

FINANCIAL HIGHLIGHTS : (Rs.In Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	21235.47	21086.73	25365.96	25560.66
Other Income	260.48	715.50	171.58	56.47
Profit before depreciation & amortization	3479.26	4065.99	4661.24	4601.62
expenses, finance cost and tax
Less: Depreciation & amortization expenses	701.01	597.39	1062.26	955.25
Finance cost	413.82	418.07	417.11	189.01
Profit before tax	2364.43	3050.53	3181.87	3457.36
Less: Tax expenses	632.34	631.02	797.17	812.25
Profit after tax	1732.10	2419.51	2384.70	2645.11
Other comprehensive income	(47.64)	(13.24)	(47.95)	(12.89)
Total comprehensive income	1684.45	2406.27	2336.75	2632.22
Balance of profit /loss for earlier years	11001.88	9105.62	11285.37	9163.15
Less: Transferred to general reserve	-	-		-
Less: Dividend on equity shares	(510.00)	(510.00)	(510.00)	(510.00)
Balance carried forward	12176.32	11001.88	13112.12	11285.37

Note: Previous years figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

CONSOLIDATED FINANCIAL STATEMENTS

As per Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act") read with the rules issued thereunder, the Consolidated Financial Statements of the Company for the financial year 2024-25, have been prepared in compliance with applicable Accounting Standards and on the basis of Audited Financial Statements of the Company and its subsidiary Company, as approved by the respective Board of Directors. The Consolidated Financial Statements together with the Auditors Report forms part of this Annual Report.

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

During the year the company has achieved turnover of Rs. 21235.47 Lakhs from operations as compared to Rs.

21086.73 Lakhs of previous financial year. Further, the as compared to Profit after tax of Rs. 2419.51 Lakhs in previous financial in our topline, despite performing in a highly competitive environment. The Companys endeavor is to leverage its technology to meet the needs of the market and strengthen its position in its area of business.

The Management is continuously working on increasing the revenue and to give better results in coming years by introducing new technologically advanced products at competitive rates, by adding new customers by venturing into new market and areas. The company is continuously monitoring the economic conditions and has outlined certain measures to deal with the economic changes and to minimize the impact on its business.

?? ESG initiatives : The Company is not required to prepare a BRSR report but as a responsible business we would like to inform you few initiatives of the Company in terms of protection of environment, social activities of the Company and the points related to good governance.

? The "E" stands for "Environment" i.e. impact of the organization on environment.

Renewable Energy

We have installed Solar panels on roof top of plant buildings. Further the Company has installed 4 MW Solar Power Plant and further 4.3 MW Solar Power Plant is in process. These projects are located at Indias best places for strong solar generation and equipped with axis tracker which helps higher energy generation.

Approximately 11 MW will be through renewable energy which comes around 70% of total power consumption.

By using solar energy your company is reducing carbon emission around 924 kg/kw/year.

Pollution Control

Air: Cyclonic Dust collectors installed at dust prone areas. Wet scrubber, bag filter provided, relocated chip melting and drying section to minimize the air pollution. Adequate stack height maintained for DG sets. Water : Installed Sewage Treatment Plant (STP) with a capacity of 40 CMD for domestic wastewater and Effluent Treatment Plant (ETP) with a capacity of 10 CMD for industrial effluents.Further pipeline provided for treated water for gardening use. Reserved green zone area more than provided under mandatory norms. Noise: Replaced two existing old Diesel Generator (DG) sets with new 500 kVA acoustic enclosed DG sets to mitigate high noise levels.

The "S" stands for "Social" which relates to people, society, community.

People

The Company has taken term insurance plan for its staff and workers to safeguard their families. Provided training programmes for knowledge upgradation and skill enhancements. Arranged medical checkup facility regularly. Organized seminar on ‘safety at workplace on the occasion of National Safety Week. Awareness programme conducted on ‘harmful effects of tobacco consumption, smoking and prevent from bad health habits.

Society/Community

Financial help provided for education of poor familys children in the local areas. Women empowerment by financial assistance to "Udgam Swayamsahayyatta Mahila pads to distribute at nominal prices to women at Village areas. Organizing blood donation camp every year and motivating donors by giving useful gifts. Donation to "AVANI" NGO to supports marginalized children, women and rural communities. Constructed Well at Toap Village for clean drinking water to people of the area. The Company maintains a cordial relation with all the stakeholders and community in the region.

The "G" stands for "Governance" in ESG deals with accountability, leadership and a culture of ethical behavior in achieving the companys values and goals.

Company believes in most transparent and open culture wherein all mandatory and voluntary disclosures are made to follow the ethical corporate governance practices.

Company disseminates information to stakeholders and allows them an equal level filed.

All stakeholders (shareholders, employees, customers, suppliers, and the community) are treated equitably and with respect.

The Composition of Board is aligned with the statutory requirements under the regulations and which is well diversify in terms of skills, experience, competence and attributes.

Company established process to identify, assess, and manage potential risks, ensuring the companys sustainability.

Company has adopted Policy on diversity of Board of Directors, Policy on Risk Management along with all other applicable codes & policy.

TRANSFER TO RESERVES:

The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.

DIVIDEND:

The Board of Directors of your company after considering the company performance and financial position recommended a final dividend of Re. 1/- (Rupee one only) per equity share of Re. 1/- each (i.e. 100%). The total outgo amounts to Rs.5,10,00,000/- (Rupees Five Crore Ten Lakhs only).

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year there was no change in the nature of business of the company.

SHARE CAPITAL OF THE COMPANY:

The paid up equity share capital as on 31st March 2025 was Rs. 510 Lakhs. During the year there was no public issue, rights issue, bonus issue or preferential issue etc. The company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

PUBLIC DEPOSITS:

Your company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the

Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has the following subsidiaries as on 31st March 2025:

1. Rapid Machining Technologies Private Limited

2. Lunar Enterprise Private Limited

Pursuant to the provisions of Section 129(3) of ‘the Act, a statement containing salient features of the financial statements, highlights of performance of subsidiaries is attached as Annexure-1 to the Directors Report of the company in Form AOC-1. The details regarding contribution of subsidiaries to the overall performance of the company during the financial year have been included in Consolidated Financial Statements of the company for the financial year 2024-25. During the year, no company ceased to be a subsidiary. The company also does not have any holding company. The company has formulated a policy for determining material subsidiaries and such policy has been disclosed on the Companys website and its weblink is https://menonindia.in/wp-content/uploads/2023/02/Policy-on-Determining-Material-Subsidiary.pdf Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the Listing Regulations the details of Loans/

Advances made to, and investments made in the subsidiary company have been furnished in the Notes forming part of the Accounts. The audited accounts of both the Wholly Owned Subsidiary companies are placed on the companys website.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financialposition of the company, which have occurred between the end of the financial year of the company to which the financialstatements relate and the date of this report.

CREDIT RATINGS:

The following table provides information of the credit rating assigned to credit facilities.

Facilities	Amount (In Crs.)	Rating
Cash credit facilities	20.00	CARE A-; Stable
Term Loan	13.00*	CARE A-; Stable
Bank guarantee facilities	1.00	CARE A-; Stable
Packing credit facilities	1.00	CARE A2+

*As on 31st March, 2025 the outstanding term loan amount is Rs.11.82 Crs.

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

The company has made the necessary disclosures in this Report in terms of Section 134 (3) of ‘the act read with Rules 8 of the Companies (Accounts) Rules, 2014. The company has always strived to optimize energy consumption. Details of the same are provided in Annexure-2.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions which were entered into during the financial year were on an arms length basis and in the ordinary course of business. All related party transactions are placed before the Audit Committee and also before the Board and members of the company for their approval, as and when required.

The policy on related party transactions as approved by the Board of Directors is uploaded on the companys website i.e. www.menonindia.in. Pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 and prescribed in Form AOC-2 of the Companies (Accounts) Rules, 2014 are appended as Annexure-3 to this report.

Related party transactions have been disclosed as a part of financial statements as required under Indian Accounting Standards issued by the Institute of Chartered Accountants of India. Further the approval of the members was taken by way of a special resolution as and when required for the related party transactions, which are at arms length and ordinary course of business as per provisions of Section 188 of the Companies Act, 2013 and the Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL: material orders passed by the regulators / courts / tribunal which would impact the going Therearenosignificant concern status of the company and its future operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Appointment / Re-appointment o Based on the recommendation of Nomination and Remuneration Committee, the Board has appointed Mr. Ravindra Purohit, as an Additional Director (Non-Executive & Independent Director Category) w.e.f. 07th May, 2025 for the period of three years, which is subject to further approval of members at ensuing Annual General Meeting of the company as per the Listing Regulations and as per the provisions of the Companies Act, 2013. o Mr. R D Dixit who retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment. o Mr. Sachin Menon who retires by rotation at ensuing Annual General Meeting and being eligible offers himself for re-appointment.

o The Board of Directors has appointed Mr. Anil Purohit, as a Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. 01st December, 2024 pursuant to the provisions of the Companies Act, 2013. o The Board of Directors at their meeting held on 28th May, 2025, has appointed Mr. Pramod Suryavanshi, as a Company Secretary and Compliance officer of the Company. b) Cessation o During the year Mr. S B P Kulkarni has resigned from the post of AVP & CFO due to superannuation w.e.f. from

30th November, 2024 o During the year Company Secretary and Compliance officer has resigned w.e.f. 28.02.2025. o The Independent Director of Mr. Subhash Kutte has completed his second term of three year tenure as on

09th May, 2025. c) Committees of the Board:

The Board of Directors has constituted committees in order to effectively cater its duties towards diversified role under the Act and Listing Regulations.

Details of the constitution, terms of references of each committee and number of meetings attended by individual director etc. are provided in the Corporate Governance Report. d) Policy on Directors Appointment and Remuneration:

The Policy of the company on Directors Appointment and Remuneration including criteria for determining the directors and other matters provided under Sectionqualifications, 178(3) of the Act and Listing Regulations adopted by the Board and details of the remuneration paid to the

Board of Directors are provided in the Corporate Governance Report. We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the company. e) Board Performance Evaluation Mechanism:

Pursuant to the provisions of the Act and Listing Regulations, the Board has carried out the annual performance evaluation. Details of the evaluation mechanism are provided in the Corporate Governance Report. A meeting of Independent Directors was held on 29th January, 2025 for evaluation of Board performance. f) Declarations from the Independent Directors:

The company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as prescribed both under the Act and Listing Regulations. g) Key Managerial Personnel:

The Key Managerial Personnel of the company as per Section 2(51) and 203 of the Act are as follows as on

31st March 2025:

Name	Designation
Mr. Sachin Menon	Chairman and Managing Director
Mr. S B P Kulkarni	CFO and Associate Vice President upto 30.11.2024
Mr. Anil Purohit	CFO (w.e.f. 01.12.2024)
Mr. Pramod Suryavanshi	Company Secretary and Compliance Officer upto 28.02.2025
	(Re-appointed w.e.f. 28.05.2025)

NUMBER OF MEETINGS OF THE BOARD:

A calendar of meetings is prepared and circulated in advance to the Directors. During the year four (4) board meetings were convened and held the details of which are given in the Corporate Governance Report. The intervening gap between the meetings was within the period prescribed under the Act, Secretarial Standards issued by the ICSI and

Listing Regulations.

PARTICULARS OF LOAN, GUARANTEES, INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report. (Refer note 2 of the financial statements)

MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE REPORT:

As per Regulation 34(2)(e) of Listing Regulations, the Management Discussion and Analysis Report and the Corporate

Governance Report is appended as a part of Annual Report. The company hasobtained Certificatefrom the Statutory

Auditors confirmingcompliance with conditions of the Code of Corporate Governance as stipulated in Schedule V (E) of Listing Regulations and the same forms part of this Annual Report.

ANNUAL RETURN:

The copy of annual return will be placed on website of the company i.e. www.menonindia.in under Investor Relations tab once the same is filed with Registrar of Companies. The Annual Return for the year 2023-24 has been uploaded on the website and can be accessed at website link https://menonindia.in/wp-content/uploads/2024/11/Annual-

Return-2023-24.pdf.

RISK MANAGEMENT:

Business risk evaluation and management is an ongoing process within the organization. The company has a robust risk management framework to identify, monitor and minimize risks as also identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the Risk Management Committee on a quarterly basis.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. The Board has laid down policies and processes in respect of internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your company for ensuring orderly and efficient conduct of business including adherence to your companys policies, safeguarding of the assets of your company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The company has a Whistle Blower Policy which provides adequate safeguards against victimization of persons who may blow whistle. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or letter to the Managing Director of the company or Letter to the Chairman of Audit Committee. Whistle Blower Policy may be accessed on the companys website i.e. www.menonindia.in under Investor Relations tab.

We affirm that during the financial year 2024-25, no employee or director was denied access to the Audit Committee.

INFORMATION UNDER THE SExUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has constituted Internal Complaints Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, comprising of senior executives of the company. During the year 2024-25 there was no complaint received before the committee.

CODE OF CONDUCT COMPLIANCE:

A declaration signed by the Chairman and Managing Director affirming compliance with the companys Code of Conduct by the Directors and Senior Management for the financial year 2024-25 as required by Schedule V(D) of the

Listing Regulations is included in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors 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) the directors 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 31st March, 2025 and of the profit of the company for that period; c) the directors 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) the directors have prepared the annual accounts on a going concern basis; e) the directors 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) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF REMUNERATION OF DIRECTORS / KMP / EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197

(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 4 which forms part of this Report.

INDUSTRIAL RELATIONS:

During the year Industrial relations at the companys plants continue to be cordial. The company has taken initiative for safety of employees and implemented regular safety, imparted machine safety training, wearing protective equipment etc.

AUDITORS: r STATUTORY AUDITORS:

The members of the company at the 45th Annual General Meeting held on 9th August 2022, approved the appointment of P G BHAGWAT LLP, Chartered Accountants, Pune, (FRN-101118W / W100682), for a second term of 5 (five) years to hold office till the conclusion of 50th Annual General Meeting of the Company. The Statutory Auditors have confirmed their eligibility andsubmittedcertificatein writing that they are not disqualified to hold the office Statutory Auditor. As required under Regulation 33(1)(d) of the Listing Regulations, the Statutory Auditors have also confirmed that they hold certificateissued by Peer Review Board of the Institute of Chartered Accountants of valid

India.

The report given by P G BHAGWAT LLP,CharteredAccountantsonthefinancialstatements of the company for the financial year 2024-25 is a part of the AnnualReport.Thenotesonfinancialstatements referred to in the Auditors

Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

During the year under review, the Statutory Auditors had not reported any matter under Section 143(12) of the Act, therefore no detail is to be disclosed as required under Section 134 (3)(ca) of the Act. r INTERNAL AUDITOR:

Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur was appointed to conduct the internal audit of the company for the financial year 2024-25, as required under Section 138 of theAct and the Companies (Accounts) Rules, 2014. The company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined. To maintain its objectivity and independence, the

Internal Auditor reports to the Chairman of the Audit Committee of the Board and also to the Managing Director. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Recommendations along with corrective actions thereon are presented to the Audit Committee and accordingly implementation has been carried out by the process owners. r SECRETARIAL AUDITORS:

M/s. DVD & Associates, Practicing Company Secretaries, Pune was appointed to conduct the Secretarial Audit of the company for the financial year 2024-25, as required under section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for financial year

2024-25 is appended which forms part of this Directors Report as Annexure-5.

Further as per the requirements of the Listing Regulations, Secretarial Auditors of the unlisted material subsidiary of the Company have undertaken secretarial audit of such subsidiary for financial year ended 31st March, 2025. The Secretarial Audit Report in Form MR-3 of such unlisted material subsidiary viz. Lunar Enterprise Private Limited is appended as Annexure-6. There are no qualifications, adverse remarks in the said Secretarial Audit Report. The company has received the Annual Secretarial Compliance Report from M/s. DVD & Associates, Practicing Company Secretaries, Pune as per the provisions of Regulation 24A of the Listing Regulations is appended which forms part of this Directors Report as Annexure-7.

There are no qualifications, reservations, adverse remarks or disclaimers made by report. r COST AUDITORS:

Pursuant to section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the company in respect of its manufacturing activity is required to be audited. Your Directors had, on the recommendation of Audit Committee, appointed M/s. C S Adawadkar & Co., Cost Accountants, Pune to audit the cost accounts of the company for the financial year 2024-25 on a remuneration of Rs.1.50 Lakhs. As required under the Act the remuneration payable to the cost auditor is required to be placed before the members at a general meeting for their determination. Accordingly, a resolution seeking members determination for the remuneration payable to M/s. C S Adawadkar & Co., Cost Accountants, Pune for the year 2025-26 is included at Item No.5 of the notice convening the AGM. The Cost Audit Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL STANDARDS:

The company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India (ICSI). The company has devised proper systems to ensure compliance with its provisions and is in compliance with the same.

CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:

The Board of Directors of the company has constituted the Corporate Social Responsibility Committee (CSR Committee), as per the requirement of the Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said committee has formulated the CSR Policy indicating the activities to be undertaken by the company, monitoring the implementation of the frame work of the CSR Policy and recommending the amount to be spent on CSR activities. Additionally, the CSR Policy has been uploaded on the website of the company at www. menonindia.in. During the year 2024-25, the company was required to spend Rs. 57,50,000/- towards Corporate Social Responsibility. However the Company has spent Rs. 29,20,451.00/- by way of directly as well as contribution to eligible charitable institutions for promotion of education, sports, health care, poverty upliftment, social welfare, women empowerment and promotion of ancient art and culture. During the year 2024-25 the company has decided to allocate fund of Rs.28,30,000/- towards ongoing project for promoting of education, through various events, industry exhibitions, arranging educational activities and seminars etc. by constructing "Industrialist Late Shri Ram Menon Auditorium" in the premises of Shivaji University, Kolhapur. The details as per the provisions of rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are annexed herewith as Annexure-8.

ACKNOWLEDGMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers and vendors during the year under

Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers. Your directors would also like to thank all the shareholders for their continued support and co-operation.

By order of the Board For Menon Pistons Limited

Sachin Menon

Place: Kolhapur Chairman & Managing Director Date: 28.05.2025 DIN: 00134488