To,

The Members,

Your directors feel great pleasure in presenting the 35th Annual Report of your Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026.

The Company is engaged in the business of manufacturing of “Auto Components”, During the financial year under review, the Company has registered a turnover of Rs, 21,300,43 Lakh (previous year Rs, 16,573,04 Lakh) and Net Profit after Tax of Rs, 3,262,95 Lakh (previous year Rs, 2,015,73 Lakh),

During the financial year under review, the Company registered a consolidated turnover of Rs, 29,380,86 Lakh (previous year Rs, 23,927,80 Lakh) and Consolidated Net Profit after Tax of Rs, 3,825,14 Lakh (previous year Rs, 2,493,45 Lakh),

The Company's 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 per Equity Share), being 200% (previous year 200%) of the paid-up Equity Share Capital of the Company for the financial year ended 31st March, 2026. Considering current market scenario and to conserve resources, your directors are not recommending any further dividend for the financial year ended 31st March, 2026, and the interim dividend already paid may be taken as final dividend for the financial year under review.

During the financial year under review, there was no change in the paid up share capital of the Company. As on 31st March, 2026, 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.

There was no change in the nature of business activities of the Company during the financial year under review. 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.

As on 31st March, 2026, 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.

The Menon Alkop Limited is material subsidiary of the Company in terms of Regulation 16(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and Policy on determining Material Subsidiaries of the Company.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”), a statement containing salient features of the financial statements of wholly owned subsidiary companies in Form AOC - 1 is annexed as Annexure - I and forms part of this Report.

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

Pursuant to the provisions of Sections 129 and 133 of the Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Company has prepared Consolidated Audited Financial Statements consolidating financial statements of its wholly owned subsidiaries namely Menon Brakes Limited (formerly known as Menon Brakes Private Limited), Menon Alkop Limited and Menon Bearings New Ventures Limited with its financial statements in accordance with the applicable provisions of Indian Accounting Standards (“Ind-AS”)

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 here in above.

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 31st March, 2026 will be placed on the website of the Company and can be accessed at https://menonbearings.in/finacial-information.

In accordance with the provisions of Section 152 of the Act read with the Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mr. Nitin Menon (DIN: 00692754), Executive Chairman of the Company retires by rotation at the ensuing 35th Annual General Meeting (“AGM”) and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

Mr. R. D. Dixit (DIN: 00626827), who retired by rotation at the 34th AGM of the Company held on 28th August, 2025 was appointed as director of the Company in terms of provisions of Section 152(6) of the Act.

Mr. Nandan Dattatray Borgalkar (DIN: 07322278) was appointed as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a term of five (5) consecutive years commencing from 1st October, 2025 up to 30th September, 2030, at the 34th Annual General Meeting of the Company.

Mr. Arun Aradhye, Whole-Time Director and Chief Financial Officer of the Company, was appointed as Managing Director of the Company for a term of five (5) years with effect from 4th March, 2026.

Mr. Chandrakant Ghatge was appointed as Chief Financial Officer (CFO) of the Company with effect from 4th March, 2026.

Prof. (Dr.) Rajendra Girjappa Sonkawade (DIN: 11713166) was appointed as an Additional Non-Executive, Non-Independent Director of the Company with effect from 14th May, 2026 pursuant to the provisions of Sections 152 and 161 of the Companies Act, 2013 and the Articles of Association of the Company. He shall hold office up to the date of the ensuing Annual General Meeting of the Company.

Apart from above, no other Director or KMP was appointed / re-appointed during the financial year under review.

During the financial year 2025-26, Mr. M. L. Shinde (DIN: 07417527) resigned from the position of Independent Director of the Company with effect from 1st October, 2025 due to personal and unavoidable circumstances. Further, he has confirmed that there are no other material reasons for his resignation. The Board places on record its sincere appreciation for his valuable contributions during his tenure.

Mr. R. D. Dixit resigned from the position of Managing Director of the Company with effect from the closing hours of 3rd March, 2026, due to his advanced age. The Board of Directors places on record its sincere appreciation for his valuable contributions, guidance, and dedicated services rendered to the Company during his tenure as Managing Director.

Upon appointment of Mr. Arun Aradhye as Managing Director w.e.f. 4th March, 2026, he ceased to be Whole Time Director and Chief Financial Officer of the Company w.e.f. that date.

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

The Company has received the 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 Company's 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 mandates 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.

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 6 (Six) directors consisting of three Independent Directors including a woman director, two Executive Directors and one Non-Executive Director.

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 Non-Executive 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 Committees shared the report on evaluation with the Board. The performance of each Committee was evaluated by the Board. 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.

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

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 Board's approval is taken by passing resolutions through circulation, as permitted by law, which are noted in the subsequent meeting of the Board of Directors.

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 meetings 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 Regulations:

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 31stMarch, 2026 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.

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:

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 31st March, 2026, the Audit Committee comprised of 4 (four) members viz. Mrs. Kailash Nevagi, Mr. Arun Aradhye, Mr. Nandan Borgalkar and Dr. Santosh Prabhu. Mrs. Kailash Nevagi is the Chairperson of the Audit Committee and the Company Secretary and Compliance Officer of the Company acts as 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 Company's 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.

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 Chairperson 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/corporate-governace.

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

(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 Internal Committees 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 Committees. No complaint was pending at the beginning or 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 31st March, 2026:

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 valuation of their performance and remuneration. The said Policy has been placed on the website of the Company and is available at https://menobearings.in/corporate-governance.

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 31st AGM held on 22nd September, 2022 appointed M/s. A R N A & Associates, Chartered Accountants, Kolhapur (FRN: 122293W) as 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 36th Annual General Meeting of the Company to be held for the financial year ending 31st 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 31stMarch, 2026 form part of this report.

The Statutory Auditors' Reports on the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026 do not contain any qualifications, reservations or adverse remarks or disclaimer.

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, 2026 from M/s. C. S. Adawadkar & Co., Cost Accountants, Cost Auditors of the Company.

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 15th May, 2025, re-appointed 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, Bi-metallic products and tractors and other motor vehicles (including automotive components) for the financial year 2025-26

Further, the Board of Directors of the Company, in its meeting held on 14th May, 2026 has appointed M/s. A. G. Anikhindi & Co., Cost Accountants, Kolhapur, (FRN: 100049) as the Cost Auditors of the Company to conduct the audit of cost records pertaining to manufacturing of Aluminium products, Bi-metallic products, tractors and other motor vehicles (including automotive components) for the financial year 2026-27.

A resolution seeking ratification of the remuneration payable to the said Cost Auditors for the financial year 2026-27 by the members is included in the Notice of the ensuing 35th Annual General Meeting of the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, M/s. M. Baldeva Associates, Company Secretaries, Mumbai, were appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, covering the financial years 2025-26 to 2029-30, as approved by the shareholders at 34th Annual General Meeting.

The Secretarial Auditors are entrusted to conduct the Secretarial Audit of the Company and issue their report in accordance with the applicable statutory provisions and also to render such other allied services as may be permitted under law from time to time.

The Secretarial Auditors for the financial year 2025-26 is annexed to this report as Annexure - IV and forms part of this report.

With respect to observation made by the Secretarial Auditors in their report, your Directors would like to state the delay in filing of some eforms with the Registrar of Companies, Pune was inadvertent and have instructed management to ensure proper compliance in future.

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, re-appointed Mr. Abhay Golwalkar, Chartered Accountant, Kolhapur as Internal Auditor of the Company for the financial year 2026-27. Internal Auditor submits his reports to the Audit Committee on quarterly basis.

Based on the Internal Auditor?s reports, the management undertakes corrective actions in respective areas and thereby strengthens the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee periodically.

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

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's 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.

The Company has laid down a well-defined 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 non-business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

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:

Management Discussion and Analysis Report;

Report on Corporate Governance;

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.

Pursuant to the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has constituted Corporate Social Responsibility (CSR) Committee and has framed policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the financial year 2025-26, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as Annexure - V and forms part of this report.

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 arm's length basis and are reported in the Notes to Accounts for the financial year ended 31st March, 2026.

The details of material related party transactions as referred to in Section 188(1) of the Act in the prescribed Form AOC-2 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 Company's website at https://menonbearings.in.

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.

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, 2026 and forms part of this report.

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 Company's operations in future.

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. 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 31,971 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, Rs. 4,23,830/-, and Rs. 17,10,423/- which remained unpaid and unclaimed dividend for the financial years 201718 and 2018-19 respectively, were transferred to the IEPF account.

Further, the unpaid and unclaimed dividend amount lying with the Company for the financial year 2019-20 is due to transfer to the IEPF. The complete details of the same are available on the Company's website viz. https://menonbearings.in/investor-information

The Board has appointed Mr. Arun Aradhye, Managing Director of the Company as the Nodal Officer to ensure compliance with the IEPF Rules.

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 - VIII and forms part of this report.

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.

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.

During the financial year under review, there was no instance of one-time 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.

Your directors wish to place on record their gratitude for the continued co-operation 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 co-operation, guidance, support and assistance extended during the financial year under report by our bankers, customers, suppliers and Government agencies. The Board of Directors wishes to express its appreciation for the valuable contribution made by the employees at all levels during the financial year under review.