Menon Bearings Ltd — Proxy Solicitation & Information Statement 2026

Apr 9, 2026

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Date: 09.04.2026

To, To, The Manager - DCS The Manager - Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra Kurla Complex Dalal Street, Bandra (East), Mumbai – 400 001 Mumbai- 400051 Scrip Code: 523828 Symbol: MENONBE

Dear Sir / Ma’am,

Subject: Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 –Postal Ballot Notice.

Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), please find enclosed herewith the copy of Postal Ballot Notice along with explanatory statement dated 3[rd] March, 2026 seeking approval of the Members of the Company to transact the following special business, through Postal Ballot process:

Sr. No.	Agenda Item	Type of Resolution
1.	Approval of appointment of Mr. Arun Aradhye, Whole Time Director and CFO as ManagingDirector of the Companyw.e.f. 4thMarch,2026	Special Resolution

The Notice of the Postal Ballot is being sent to the members by electronic means only, on Thursday, 9[th] April, 2026 to those members of the Company whose names appeared in the Register of Members/List of Beneficial Owners as on Friday, 3[rd] April, 2026 (the 'Cut-off date') and whose e-mail addresses are registered with the Company/Depository Participants.

The Company is availing the service of MUFG Intime India Private Limited "MUFG Intime") for the purpose of remote e-voting in order to enable the members to cast their vote electronically. Remote e-voting shall commence at 9:00 a.m. (IST) on Friday, 10[th] April, 2026 and shall end at 5:00 p.m. (IST) on Saturday, 9[th ] May, 2026.

The aforesaid Postal Ballot Notice is available on the Company's website at www.menonbearings.in.

Kindly take the above in your record.

Thanking you,

Yours faithfully,

For Menon Bearings Limited

Digitally signed by SIDDHESHWAR SUNIL KADANE DN: c=IN, o=Personal, postalCode=416012, l=Kolhapur, st=Maharashtra, street=GHAR NO 33, A WARD, MARGAI GALLI, SIDDHESHWAR Kolhapur City, Karvir Maharashtra India 416012 raje sambhaji tarun mandal, SHIVAJI PETH, title=8697, 2.5.4.20=ac95015e3a4fb388e18c6aaf3d0e08f0352d4fd010f9ba76d 1a0fd4053ee950f, SUNIL KADANE serialNumber=751d4187aa49176a22fa0435485536b9d9aff08e5ee136f990e944983151040a, email=siddheshwarkadane@gmail.com, cn=SIDDHESHWAR SUNIL KADANE Date: 2026.04.09 16:02:17 +05'30'

Siddheshwar Kadane Company Secretary & Compliance Officer Membership No: A72775

Encl: A/a

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MENON BEARINGS LIMITED

CIN: L29130PN1991PLC062352

Regd. office: G-1, MIDC, GokulShirgaon, Kolhapur - 416234, Maharashtra Phone No.: + 91 231 267 22 79 / 533 / 487; Fax: + 91 231 267 22 78 E-mail: admin@menonbearings.in; Website: www.menonbearings.in

NOTICE OF POSTAL BALLOT

[ Pursuant to the provisions of Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 ]

Remote e-Voting starts on	Remote e-Voting ends on
Friday, 10th April, 2026 at 9.00 a.m. (IST)	Saturday, 9th May, 2026 at 5.00 p.m. (IST).

Dear Member(s),

NOTICE is hereby given that the resolution set out hereunder is proposed for the approval of the members of Menon Bearings Limited (‘the Company’) by means of postal ballot through e-voting process (‘e-Voting’) pursuant to the provisions of Section 110 read with Section 108 and other applicable provisions of the Companies Act, 2013 (‘the Act’) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (‘the Rules’), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), Secretarial Standard on General Meetings issued by The Institute of Company Secretaries of India (‘SS-2’) and in agreement with the requirements prescribed for holding general meetings/conducting postal ballot process through e-voting vide General Circular No. 03/2025 dated 22[nd] September, 2025 and in accordance with the requirements laid down in previous circulars issued by the Ministry of Corporate Affairs (‘MCA’) (collectively referred to as ‘MCA Circulars’).

Pursuant to the provisions of Sections 102 and 110 and other applicable provisions of the Act, the explanatory statement pertaining to the resolution setting out the material facts and the reasons/rationale thereof is annexed to this Postal Ballot Notice (‘Notice’) for your consideration and forms part of this Notice. The Notice will also be placed on the website of the Company at www.menonbearings.in and the website of MUFG Intime (India) Private Limited at https://instavote.linkintime.co.in. The Notice can also be accessed from the website of the stock exchanges i.e. BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’).

This notice is being sent only through electronic mode to those Members whose email addresses are registered with the Company/Depositories/Registrar and Share Transfer Agent (‘RTA’) of the Company. Please note that there will be no despatch of physical copies of Notices or Postal Ballot forms to the Members of the Company and no physical ballot forms shall be accepted. The communication of the assent or dissent of the Members would take place through remote e-voting only. The detailed procedure for remote e-voting process is given under ’Notes’ section of this Notice.

The Board of Directors of the Company, in its meeting held on 3[rd] March, 2026 has appointed CS Manish Baldeva, Practicing Company Secretary, (Membership No.: FCS 6180 and C. P. No. 11062) proprietor of M/s. M Baldeva Associates, Company Secretaries, Mumbai as Scrutinizer (‘Scrutinizer’) for conducting the Postal Ballot through e- voting process in a fair and transparent manner.

In compliance with the MCA Circulars, the business of the Postal Ballot shall be transacted through electronic voting system. Accordingly, in compliance with the Regulation 44 of the Listing Regulations and pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act read with Rules 20 and 22 of the Rules

and SS-2, the Company has engaged the services of MUFG Intime (India) Private Limited for the purpose of providing remote e-voting facility to its Members to enable them to cast their votes electronically. The instructions for exercising remote e-voting are appended to this Notice.

Only the members of the Company holding shares as on Friday, 3[rd ] April, 2026 , i.e. the cut-off date, will be entitled to vote. The remote e-voting will commence on Friday, 10[th] April, 2026 at 9.00 a.m.(IST) and end on Saturday, 9[th] May, 2026 at 5.00 p.m.(IST).The remote e-voting facility will be disabled by MUFG Intime immediately thereafter.

Upon completion of the scrutiny of the remote e-voting data provided by MUFG Intime (India) Private Limited, the Scrutinizer shall submit his report to the Chairman of the Company, or any other person authorized by him. The result of the Postal Ballot shall be announced on Tuesday, 12[th] May, 2026 at 3.30 p.m. The result of the Postal Ballot along with the scrutinizer’s report shall be displayed on Company website www.menonbearings.in and shall also be communicated to the stock exchanges and will be displayed simultaneously on the websites of the Stock Exchanges and MUFG Intime (India) Private Limited. Subject to receipt of requisite votes in favour, resolution shall be deemed to have been passed on Saturday, 9[th] May, 2026, being last date of remote e-voting.

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SPECIAL BUSINESS:

Item No. 1:

TO CONSIDER APPOINTMENT OF MR. ARUN ARADHYE, WHOLE-TIME DIRECTOR AND CFO AS MANAGING DIRECTOR

To consider and if thought fit, pass the following resolution as a Special Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 (“the Act”) read with Schedule V of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and in accordance with the enabling provisions of the Articles of Association of the Company and as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company, subject to such other approvals as may be necessary, approval of the Members of the Company be and is hereby accorded for the appointment of Mr. Arun Aradhye (DIN:03052587) as Managing Director of the Company for a period of 5 (five) years, with effect from 4[th] March, 2026, on such terms and conditions including remuneration as detailed below, with the authority to the Board of Directors of the Company to revise the terms, on recommendation of the Nomination and Remuneration Committee, with regard to the remuneration from time to time within the limits provided in the said Schedule V or any amendment thereto for the time being in force:

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Sr. Particulars Amount
No. (Rs. in Lakh per month)
1. Salary 4.20
2. House Rent Allowance 1.00
3. PPA 0.60
4. Medical Allowance 1.00
5. Education Allowance 1.00
6. Soft Furnishing Allowance 0.50
7. Servant Allowance 0.25
8. Special Allowance 0.25
Total 8.80
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Others:

1. Provident Fund: Company’s contribution to Provident Fund will not exceed 12% of the salary per annum.

2. Car: Company’s Car will be provided to Mr. Arun Aradhye.

3. Conveyance: Actual.

4. Medical expenses: Actual.

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These facilities will not be considered as perquisites.

1. Mr. Arun Aradhye will be entitled to leave as per the rules of the Company as are applicable to other staff members of his category.

2. Whenever Mr. Arun Aradhye is required to travel outstation within India or abroad on Company’s duty, he shall be paid in the following manner:

3. i. Executive Air Fare / First Class AC Rail Fare.

4. ii. Actual expenses to cover stay in hotels and cost of local conveyance.

5. Leave encashment will be provided as per the normal rules of the Company and encashment of such leave at the end of the tenure of service shall not be included in the computation of ceiling of remuneration or perquisites as aforesaid.

6. Leave Travel Assistance as per the rules.

7. Bonus / Ex-gratia as per the rules.

RESOLVED FURTHER THAT in the event of absence or inadequacy of profits in any financial year during the currency of tenure of service of Mr. Arun Aradhye as Managing Director of the Company, the payment of salary, perquisites and other allowances as approved by this resolution shall be payable as minimum remuneration to him as per the provisions of Schedule V of the Companies Act, 2013.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such acts, deeds, matters and things as may be deemed necessary, expedient or desirable to give effect to this resolution.”

By order of the Board of Directors of Menon Bearings Limited Sd/Siddheshwar Kadane Company Secretary & Compliance Officer Membership No. A72775

Date: 3[rd] March, 2026 Place: Kolhapur

Registered Office:

G-1, MIDC, GokulShirgaon, Kolhapur - 416234 Maharashtra

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NOTES AND INSTRUCTIONS:

1. The Explanatory Statement pursuant to the provisions of Sections 102 and 110 of the Companies Act, 2013 read (‘Act’) with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Rules’), Secretarial Standard – SS 2 (‘SS-2’), Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(‘Listing Regulations’) and all other applicable provisions, setting out material facts concerning the resolution proposed to be passed is annexed hereto and forms part of this Notice.

2. In compliance with the MCA circulars, this Postal Ballot Notice is being sent only through e-mails, to all the Members who have registered their e-mail address with the Company/it’s Registrar & Transfer Agent (‘RTA’)/Depositories Participants and that the communication of assent or dissent of the Members would only take place through remote e-voting system. The Postal Ballot Form and pre-paid business envelope are not being sent to the Members for this Postal Ballot process.

3. The Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) register / update their e-mail address by submitting Form ISR-1 (available on the website of the Company viz. www.menonbearings.in) duly filled and signed along with requisite supporting documents to Company’s RTA, MUFG Intime (India) Pvt. Ltd., C 101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400083, if shares are held in physical form.

4. The Postal Ballot Notice is being sent electronically to all the Members, whose names appeared in the Register of Members or in the List of Beneficial Owners maintained by the Depositories as on Friday,3[rd ] April, 2026 (‘cut-off date’). The Members as on the cut-off date would be entitled to vote for the purpose of Postal Ballot and a person who is not a member as on the cut-off date should treat this Postal Ballot Notice for information purpose only. The notice of the postal ballot will also be available on the Company’s website at www.menonbearings.in and websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited viz. www.bseindia.com and www.nseindia.com respectively and on the website of MUFG Intime (India) Private Limited (‘MUFG Intime’) at https://instavote.linkintime.co.in.

5. All documents referred to in the Postal ballot notice will be available for inspection by the Members on request by sending an e-mail to admin@menonbearings.in.

6. In case any member (holding shares as on the cut-off date) does not receive the postal ballot notice, he/she/ it may send an email to enotices@linkintime.co.inand obtain a copy of the same.

7. In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide e-voting facility to its members to exercise their right to vote electronically on the resolution mentioned in the Postal Ballot Notice. The members can cast their vote using electronic voting system (‘remote e-voting’) provided by the MUFG Intime. A Member cannot exercise his/her/it’s vote by proxy on Postal Ballot.

8. The remote e-voting period commences on Friday, 10[th] April, 2026 at 9.00 a.m. (IST) and end on Saturday, 9[th] May, 2026at 5.00 p.m. (IST). During this period, Members / Shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date, may cast their vote by remote e- voting. The remote e-voting module shall be disabled by MUFG Intime for voting immediately thereafter. Once the vote on a resolution is cast by a Member, the Member shall not be allowed to change it subsequently.

9. The voting rights of members / shareholders shall be in proportion to their share of the paid-up equity share capital of the Company as on the cut-off date.

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1. Any person who becomes a Member of the Company after despatch of the Postal Ballot Notice and holding shares as on the cut-off date may obtain the User ID and password by sending a request at enotices@linkintime.co.in. If you forgot your password, you can reset your password by using “Forgot User Details/Password” option available on https://instavote.linkintime.co.in.

2. The Scrutinizer will submit his report to the Chairman of the Company, or any person authorized by him upon completion of the scrutiny of the votes cast through remote e-voting. The results of the Postal Ballot will be announced at the registered office of the Company on Tuesday, 12[th] May, 2026 at 3.30 p.m. The said results along with the Scrutinizer’s Report will be uploaded on the website of the Company viz. www.menonbearings.in as well as on the website of the MUFG Intime https://instavote.linkintime.co.in. The results shall simultaneously be communicated to the BSE Limited and National Stock Exchange of India, where shares of the Company are listed.

3. The resolution, where assented with the requisite majority of the Members, shall be deemed to have been duly passed on Saturday, 9[th] May, 2026 , being the last date of remote e-voting.

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THE PROCEDURE / INSTRUCTIONS TO SHAREHOLDERS FOR REMOTE E-VOTING ARE AS UNDER:

The Remote e-Voting Instructions for shareholders are as under:

As per the SEBI circular dated 9[th] December, 2020, individual shareholders holding securities in demat mode can register directly with the depository or will have the option of accessing various ESP portals directly from their demat accounts.

Shareholders are advised to update their mobile number and email Id correctly in their demat accounts to access remote e-Voting facility.

Login method for Individual shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode with NSDL

METHOD 1 - NSDL OTP based login

• a) Visit URL: https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp

• b) Enter your 8 - character DP ID, 8 - digit Client Id, PAN, Verification code and generate OTP.

• c) Enter the OTP received on your registered email ID/ mobile number and click on login.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - NSDL IDeAS facility

Shareholders registered for IDeAS facility:

• a) Visit URL: https://eservices.nsdl.com and click on “Beneficial Owner” icon under “IDeAS Login Section”.

• b) Enter IDeAS User ID, Password, Verification code & click on “Log-in”.

• c) Post successful authentication, you will be able to see e-Voting services under Value added services section. Click on “Access to e-Voting” under e-Voting services.

• d) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for IDeAS facility:

• a) To register, visit URL: https://eservices.nsdl.com and select “Register Online for IDeAS Portal” or click on https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• b) Enter 8-character DP ID, 8-digit Client ID, Mobile no, Verification code & click on “Submit”.

• c) Enter the last 4 digits of your bank account / generate ‘OTP’

• d) Post successful registration, user will be provided with Login ID and password.

• e) Follow steps given above in points (a-d).

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METHOD 3 - NSDL e-voting website

• a) Visit URL: https://www.evoting.nsdl.com

• b) Click on the “Login” tab available under ‘Shareholder/Member’ section.

• c) Enter User ID (i.e., your 16-digit demat account no. held with NSDL), Password/OTP and a Verification Code as shown on the screen & click on “Login”.

• d) Post successful authentication, you will be re-directed to NSDL depository website wherein you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services.

• e) Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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Individual Shareholders holding securities in demat mode with CDSL

METHOD 1 - CDSL e-voting page

• a) Visit URL: https://www.cdslindia.com.

• b) Go to e-voting tab.

• c) Enter 16-digit Demat Account Number (BO ID) and PAN No. and click on “Submit”.

• d) System will authenticate the user by sending OTP on registered Mobile and Email as recorded in Demat Account

• e) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

METHOD 2 - CDSL Easi/ Easiest facility:

Shareholders registered for Easi/ Easiest facility:

• a) Visit URL: https://web.cdslindia.com/myeasitoken/Home/Loginor Visit URL: www.cdslindia.com, click on “Login” and select “My Easi New (Token)”.

• b) Enter existing username, Password & click on “Login”.

• c) Post successful authentication, user will be able to see e-voting option. The evoting option will have links of e-voting service providers i.e., MUFG InTime. Click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

Shareholders not registered for Easi/ Easiest facility:

• a) To register, visit URL: https://web.cdslindia.com/myeasitoken/Home/EasiRegistration / https://web.cdslindia.com/myeasitoken/Home/EasiestRegistration.

• b) Proceed with updating the required fields for registration.

• c) Post successful registration, user will be provided username and password on the registered email id. Follow steps given above in points (a-c).

Individual Shareholders holding securities in demat mode with Depository Participant

Individual shareholders can also login using the login credentials of your demat account through your depository participant registered with NSDL / CDSL for e-voting facility.

• a) Login to DP website

• b) After Successful login, user shall navigate through “e-voting” option.

• c) Click on e-voting option, user will be redirected to NSDL / CDSL Depository website after successful authentication, wherein user can see e-voting feature.

• d) Post successful authentication, click on “MUFG InTime” or “evoting link displayed alongside Company’s Name” and you will be redirected to InstaVote website for casting the vote during the remote e-voting period.

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Login method for shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode.

Shareholders holding shares in physical mode / Non-Individual Shareholders holding securities in demat mode as on the cut-off date for e-voting may register and vote on InstaVote as under:

STEP 1: LOGIN / SIGNUP on InstaVote

Shareholders registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in & click on “Login” under ‘SHARE HOLDER’ tab.

• b) Enter details as under:

• User ID: Enter User ID

• Password: Enter existing Password

• Enter Image Verification (CAPTCHA) Code

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1. Click “Submit”.

(Home page of e-voting will open. Follow the process given under "Steps to cast vote for Resolutions”)

Shareholders not registered for INSTAVOTE facility:

• a) Visit URL: https://instavote.linkintime.co.in& click on “Sign Up” under ‘SHARE HOLDER’ tab & register with details as under:

• User ID: Enter User ID

• PAN: Enter your 10-digit Permanent Account Number

  • (PAN) (Shareholders who have not updated their PAN with the

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• Depository Participant (DP)/ Company shall use the sequence number provided to you, if applicable.

• DOB/DOI: Enter the Date of Birth (DOB) / Date of Incorporation (DOI) (As recorded with your DP/Company - in DD/MM/YYYY format)

• Bank Account Number: Enter your Bank Account Number (last four digits), as recorded with your DP/Company.

• Shareholders, holding shares in NSDL form , shall provide ‘point 4’ above.

• Shareholders, holding shares in CDSL form , shall provide ‘point 3’ or ‘point 4’ above.

• Shareholders, holding shares in physical form but have not recorded ‘point 3’ and ‘point 4’, shall provide their Folio number in ‘point 4’ above

• Set the password of your choice.

• (The password should contain minimum 8 characters, at least one special Character

• (!#$&*), at least one numeral, at least one alphabet and at least one capital letter).

• Enter Image Verification (CAPTCHA) Code.

• Click “Submit” (You have now registered on InstaVote).

• Post successful registration, click on “Login” under ‘SHARE HOLDER’ tab & follow steps given above in points (a-b).

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STEP 2: Steps to cast vote for Resolutions through InstaVote

• A. Post successful authentication and redirection to InstaVote inbox page, you will be able to see the “Notification for e-voting”.

• B. Select ‘View’ icon. E-voting page will appear.

• C. Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link).

• D. After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

• E. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote.

NOTE: Shareholders may click on “Vote as per Proxy Advisor’s Recommendation” option and view proxy advisor recommendations for each resolution before casting vote. “Vote as per Proxy Advisor’s Recommendation” option provides access to expert insights during the e-Voting process. Shareholders may modify their vote before final submission.

Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently.

Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at enotices@in.mpms.mufg.com and the company at registered email address.

Guidelines for Institutional shareholders (“Custodian / Corporate Body/ Mutual Fund”)

STEP 1 – Custodian / Corporate Body/ Mutual Fund Registration

• A. Visit URL: https://instavote.linkintime.co.in

• B. Click on “Sign Up” under “Custodian / Corporate Body/ Mutual Fund”

• C. Fill up your entity details and submit the form.

• D. A declaration form and organization ID is generated and sent to the Primary contact person email ID (which is filled at the time of sign up). The said form is to be signed by the Authorised Signatory, Director, Company Secretary of the entity & stamped and sent to insta.vote@linkintime.co.in.

• E. Thereafter, Login credentials (User ID; Organisation ID; Password) is sent to Primary contact person’s email ID. (You have now registered on InstaVote)

STEP 2 – Investor Mapping

• A. Visit URL: https://instavote.linkintime.co.inand login with InstaVote Login credentials.

• B. Click on “Investor Mapping” tab under the Menu section

• C. Map the Investor with the following details:

• 1) ‘Investor ID’ – Investor ID for NSDL demat account is 8 Character DP ID followed by 8 Digit Client ID i.e., IN00000012345678; Investor ID for CDSL demat account is 16 Digit Beneficiary ID.

• 2) ‘Investor’s Name - Enter Investor’s Name as updated with DP.

• 3) ‘Investor PAN’ - Enter your 10-digit PAN.

• 4) ‘Power of Attorney’ - Attach Board resolution or Power of Attorney.

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NOTE: File Name for the Board resolution/ Power of Attorney shall be – DP ID and Client ID or 16 Digit Beneficiary ID.

Further, Custodians and Mutual Funds shall also upload specimen signatures.

• D. Click on Submit button. (The investor is now mapped with the Custodian / Corporate Body/ Mutual Fund Entity). The same can be viewed under the “Report section”.

STEP 3 – Steps to cast vote for Resolutions through InstaVote

The corporate shareholder can vote by two methods, during the remote e-voting period.

METHOD 1 - VOTES ENTRY

• a) Visit URL: https://instavote.linkintime.co.inand login with InstaVote Login credentials.

• b) Click on “Votes Entry” tab under the Menu section.

• c) Enter the “Event No.” for which you want to cast vote. Event No. can be viewed on the home page of InstaVote under “On-going Events”.

• d) Enter “16-digit Demat Account No.”.

• e) Refer the Resolution description and cast your vote by selecting your desired option ‘Favour / Against’ (If you wish to view the entire Resolution details, click on the ‘View Resolution’ file link). After selecting the desired option i.e. Favour / Against, click on ‘Submit’.

• f) A confirmation box will be displayed. If you wish to confirm your vote, click on ‘Yes’, else to change your vote, click on ‘No’ and accordingly modify your vote. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

METHOD 2 - VOTES UPLOAD

• a) Visit URL: https://instavote.linkintime.co.in and login with InstaVote Login credentials.

• b) After successful login, you will see “Notification for e-voting”.

• c) Select “View” icon for “Company’s Name / Event number”.

• d) E-voting page will appear.

• e) Download sample vote file from “Download Sample Vote File” tab.

• f) Cast your vote by selecting your desired option 'Favour / Against' in the sample vote file and upload the same under “Upload Vote File” option.

• g) Click on ‘Submit’. ‘Data uploaded successfully’ message will be displayed. (Once you cast your vote on the resolution, you will not be allowed to modify or change it subsequently).

NOTE: Non-Individual Body corporate shareholders shall send a scanned copy of the board resolution authorising its representative to vote, to the scrutinizer at registered email address with a copy marked to RTA at enotices@in.mpms.mufg.com and the company at registered email address.

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HELPDESK:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode facing any technical issue in login may contact INSTAVOTE helpdesk by sending a request at enotices@in.mpms.mufg.com or contact on: - Tel: 022 – 4918 6000.

Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in demat mode may contact the respective helpdesk for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type **	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending request atevoting@nsdl.co.inor call at: 022 - 4886 7000
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending request athelpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33

Forgot Password:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode:

Individual Shareholders holding securities in physical mode / Non-Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option

available on: https://instavote.linkintime.co.in

• Click on “Login” under ‘SHARE HOLDER’ tab.

• Further Click on “forgot password?”

• Enter User ID, select Mode and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case Custodian / Corporate Body/ Mutual Fund has forgotten the USER ID [Login ID] or Password or both then the shareholder can use the “Forgot Password” option available on: https://instavote.linkintime.co.in

• Click on ‘Login’ under “Custodian / Corporate Body/ Mutual Fund” tab

• Further Click on “forgot password?”

• Enter User ID, Organization ID and Enter Image Verification code (CAPTCHA).

• Click on “SUBMIT”.

In case shareholders have a valid email address, Password will be sent to his / her registered e-mail address. Shareholders can set the password of his/her choice by providing information about the particulars of the Security Question and Answer, PAN, DOB/DOI etc. The password should contain a minimum of 8 characters, at least one special character (!#$&*), at least one numeral, at least one alphabet and at least one capital letter.

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Individual Shareholders holding securities in demat mode with NSDL/ CDSL has forgotten the password:

Individual Shareholders holding securities in demat mode have forgotten the USER ID [Login ID] or Password or both, then the Shareholders are advised to use Forget User ID and Forget Password option available at above mentioned depository/ depository participants website.

General Instructions - Shareholders

• It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

• For shareholders/ members holding shares in physical form, the details can be used only for voting on the resolutions contained in this Notice.

• During the voting period, shareholders/ members can login any number of time till they have voted on the resolution(s) for a particular “Event”.

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EXPLANATORY STATEMENT PURSUANT TO THE PROVISIONS OF SECTION 102 READ WITH SECTION 110 OF THE COMPANIES ACT, 2013 AND REGULATIONS 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

Item No. 1:

Mr. R. D. Dixit, Managing Director of the Company stepped down from the position of Managing Director due to his advancing age w.e.f. from the closing business hours of 3[rd] March, 2026.

With a view to ensuring continuity of leadership and effective management of the affairs of the Company, based on the recommendation of the Nomination and Remuneration Committee and considering the knowledge, expertise, experience and contribution made by Mr. Arun Aradhye, Whole Time Director and CFO of the Company, in its progress, the Board of Directors of the Company, at its meeting held on 3[rd] March, 2026, promoted and appointed Mr. Arun Aradhye as Managing Director of the Company for a period of 5 (five) years with effect from 4[th] March, 2026 and approved payment of remuneration for the said tenure on the terms and conditions as set out in the resolution at Item no. 1 of the Notice, subject to approval of the members of the Company.

Mr. Arun Aradhye is associated with the Company since 2011and looked after day-to-day business affairs of the Company as Whole Time Director and CFO of the Company.

Mr. Arun Aradhye possesses more than 50 years of extensive experience across diverse functional areas including corporate finance, banking, industrial operations, marketing, human resources, corporate governance, investor relations and brand positioning.

Since Mr. Arun Aradhye will be attaining the age of above 70 years during his tenure, a special resolution is being proposed for his appointment in accordance with provisions of Section 196(3) of the Companies Act, 2013.

The Board believes that his leadership capabilities, strategic vision and deep understanding of business operations will be of immense value to the Company in strengthening its financial management, guiding strategic initiatives, enhancing operational efficiency and supporting the longterm sustainable growth of the Company.

A brief profile of Mr. Arun Aradhye, and other relevant details relating to his appointment, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India forms part of this Notice and are given in the Annexure I .

The Board recommends passing of the Special Resolution as set out at Item No. 1 of the Notice for approval of the members.

Except Mr. Arun Aradhye, Managing Director and his relatives, none of the other Directors, Key Managerial Personnel of the Company or their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution set out in the Postal Ballot Notice.

By order of the Board of Directors of Menon Bearings Limited Sd/Siddheshwar Kadane Company Secretary & Compliance Officer Membership No. A72775

Place: Kolhapur Registered Office: G-1, MIDC, GokulShirgaon, Kolhapur - 416234 Maharashtra

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INFORMATION OF DIRECTOR BEING PROPOSED TO BE APPOINTED AND WHOSE REMUNERATION IS TO BE APPROVED AS PER REGULATIONS 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARD - 2 ON GENERAL MEETINGS IS GIVEN BELOW:

==> picture [454 x 630] intentionally omitted <==

----- Start of picture text -----

Name of Director Mr. Arun Aradhye
Designation Managing Director
Date of Birth / Age 26 [th] June, 1956
(69 years)
Nationality Indian
Qualifications M. COM, LLB, GDCA
Experience He is associated with the Company since 2011 and has
(including nature of expertise in looked after day-to-day business affairs of the Company as
specific functional areas / Brief Whole Time Director and CFO of the Company and is
Resume having vast experience of more than 50 years of extensive
experience across diverse functional areas including
corporate finance, banking, industrial operations,
marketing, human resources, corporate governance,
investor relations and brand positioning.
Terms and Conditions of As provided in the Resolution as set out at Item No.1 of
appointment / Notice.
re- appointment
Details of remuneration sought to be As provided in the Resolution set out at Item No. 1 of the
paid Notice.
Remuneration last drawn for 89.92 Lakhs
(FY 2024-25)
Date of first appointment on the 31 [st] January, 2019
Board
Shareholding in the Company 6,663 Equity Shares of Re. 1/- each
(Equity Shares of Re. 1/- each as on
the date of this Notice)
Relationship with other Directors, Not Related
Manager and other Key Managerial
Personnel
of the Company
Number of meetings of the Board 5 (five)
attended during the year 2025-26
Directorship held in other 1. Menon United Private Limited
Companies 2. Flyga Hotels Private Limited
3. Flyga Resorts Private Limited
4. Venkatesh Cottex Private Limited
5. Menon Brakes Private Limited
6. Menon Alkop Limited
7. Menon Bearing New Ventures Limited
List of Membership / Chairmanship
Nil
of Committees of other Boards
Names of listed entities from which Nil
the appointee has resigned in the
past three years
----- End of picture text -----

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Skills and capabilities required for the role and manner in which the proposed appointee meets such requirements	Not Applicable
Summary of Performance, Evaluation / Justification for choosing the appointee for appointment as Independent Director	Not Applicable

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