McLeod Russel India Limited reported a net loss of ₹9,086 lakh for the financial year ended March 31, 2026, on a standalone basis, compared to a net loss of ₹19,636 lakh in the previous year. Revenue from operations for the year stood at ₹97,482 lakh. The Board of Directors approved the audited financial results for the quarter and year ended March 31, 2026, at a meeting held on May 29, 2026.

The company's statutory auditors, Lodha & Co LLP, issued an adverse opinion on the standalone financial results. The auditors cited material uncertainties regarding the recoverability of Inter-Corporate Deposits (ICDs) aggregating to ₹2,86,050 lakh given to promoter group entities, of which ₹41,421 lakh remains unprovided. Additionally, the auditors noted non-recognition of interest on loans and ICDs, non-determination of fair value of assets, and pending statutory liabilities.

Debt Restructuring and Going Concern

The company has executed debt restructuring plans with National Asset Reconstruction Company Limited (NARCL) and JC Flower Asset Restructuring (JCAF). Borrowings of ₹2,48,330 lakh assigned to NARCL have been restructured into a sustainable debt of ₹1,05,000 lakh, payable over three years. An amount of ₹84,648 lakh representing unsustainable debt was adjusted as exceptional items. Similarly, borrowings of ₹74,966 lakh assigned to JCAF were restructured, with ₹44,247 lakh adjusted as exceptional items. The resolution is subject to the execution of a Master Restructuring Agreement (MRA) and fulfillment of conditions precedent.

The auditors highlighted a material uncertainty regarding the company's ability to continue as a going concern. Current liabilities exceeded current assets, and the net worth has been significantly impacted by operational losses and non-recoverable loans. The financial statements have been prepared on a going concern basis, relying on the successful implementation of the restructuring plans and future operational cash flows.

Financial Performance

Exceptional items for the year included a net gain of ₹14,695 lakh, primarily comprising a provision of ₹1,43,590 lakh against ICDs and a net adjustment of ₹1,28,895 lakh related to debt restructuring. The Board also approved the re-appointment of cost auditors and internal auditors for the financial year 2026-2027.

McLeod Russel India Limited has announced the publication of its postal ballot notice in newspapers, seeking shareholder approval for the re-appointment of its Managing Director and the appointment of a new Whole-Time Director. The notice, published on Thursday, 28 May 2026 in the Financial Express and Aajkaal, confirms the electronic dispatch of the notice to members. The company aims to secure approval for the re-appointment of Aditya Khaitan as Managing Director and the appointment of Pradip Bhar as Whole-Time Director and Chief Financial Officer for a period of three years. The resolutions also include provisions for the payment of remuneration to these directors, which exceeds the limits prescribed under Schedule V of the Companies Act, 2013, necessitating shareholder approval.

The remote e-voting facility will be available to members from 9:00 AM IST on Saturday, 29 May 2026, until 5:00 PM IST on Saturday, 27 June 2026. The cut-off date for determining eligibility to vote is Friday, 22 May 2026. Physical copies of the notice have not been dispatched in accordance with circulars issued by the Ministry of Corporate Affairs (MCA). The results of the postal ballot are expected to be declared on or before Tuesday, 30 June 2026.

Special Business Resolutions

The postal ballot notice outlines four specific resolutions for shareholder consideration. The first two items relate to Aditya Khaitan. Item 1 is an Ordinary Resolution for his re-appointment as Managing Director for three years effective from 17 May 2026. Item 2 is a Special Resolution approving the remuneration payable to him for this tenure.

The subsequent items concern Pradip Bhar. Item 3 is an Ordinary Resolution for his appointment as a Director of the Company. Item 4 is a Special Resolution for his appointment as Whole-Time Director (designated as Whole-Time Director and Chief Financial Officer) for three years effective from 27 April 2026, along with the approval of his remuneration. Notably, Mr. Bhar's appointment is notwithstanding his attainment of 70 years of age during the tenure.

Remuneration Details

The remuneration proposed for Aditya Khaitan includes a salary grade ranging from Rs.15,00,000 to Rs.20,00,000 per month, a variable allowance between Rs.2,50,000 and Rs.6,00,000 per month, and perquisites such as housing, medical, and conveyance. The package also includes performance-based bonuses and retiral benefits. For Pradip Bhar, the proposed salary grade ranges from Rs.5,00,000 to Rs.10,00,000 per month, with a variable allowance between Rs.1,00,000 and Rs.2,00,000 per month, along with similar perquisite structures.

Financial Performance Context

The explanatory statement provides context regarding the company's financial performance over the last three audited financial years. The company reported a profit after tax of Rs.1,04,942 lakh in FY 2022-23, followed by losses of Rs.26,565 lakh in FY 2023-24 and Rs.19,636 lakh in FY 2024-25. The document cites challenging financial conditions, high finance costs, and liquidity constraints as reasons for the pressure on profitability. The board believes that the ongoing debt resolution process and operational measures will lead to improved performance in the coming years.

The Board of Directors has recommended all resolutions for approval by the members. The scrutinizer for the postal ballot process is Mr. Atul Kumar Labh, Proprietor of M/s A. K. Labh & Co, Company Secretaries.