Mcleod Russel India Ltd

AGM Details

• Date and time: 30 September 2026, 11:30 IST.
• Mode: VC/OAVM.
• Meeting deemed to be held at the registered office.
• Remote e-voting from 27 Sep 2026, 9:00 to 29 Sep 2026, 5:00.
• E-voting open for 15 minutes after the AGM.
• 102 Members attended via VC/OAVM.
• Consolidated voting results to be announced within two working days.
• Scrutinizer appointed for e-voting.
• Meeting concluded at 1:16 PM IST.

Key Resolutions

• Adopt Audited Standalone Financial Statements for FY2026 (Ordinary Resolution).
• Adopt Audited Consolidated Financial Statements for FY2026 (Ordinary Resolution).
• Re-appointment of Mr. Pradip Bhar as Director liable to retire by rotation (Ordinary Resolution).
• Ratification of remuneration of Cost Auditors for FY2027 (Ordinary Resolution).

Parties to the MRA

• McLeod Russel India Limited; National Asset Reconstruction Company Limited (NARCL) via India Debt Resolution Company; Mr Aditya Khaitan.

Purpose

• Restructuring of the outstanding debt per the Master Restructuring Agreement.

Debt size and composition

• Total outstanding debt ₹2,483.31 crore; Sustainable ₹1,050 crore; Unsustainable ₹1,433.31 crore.

Shareholding status

• NARCL holds no shares; Aditya Khaitan holds 17,272 equity shares.

Key terms

• Repayment of sustainable debt by FY2029.
• Monitoring Committee with lender and company representatives.
• Allotment of 10% equity shares with anti-dilution protection; promoter share pledge.
• Right to appoint Nominee Director.

Related party status

• NARCL not related to promoter group.
• Mr Aditya Khaitan is a promoter; transaction not a related party transaction.

Impact on company

• Possible equity dilution due to 10% new equity allotment.
• Debt restructuring may affect balance sheet and cash flows.

Other disclosures

• Issuance of shares subject to applicable corporate and regulatory approvals.

Termination / amendment

• Not Applicable; no termination or amendment disclosed.

Senior Management Appointment

• Appointment of Kevyn David as Head of Plantation, effective 1 October 2026.
• Profile: joined the company in 1992; GM in 2012; Advisor since 2020; currently manages South Bank Estates operations.
• Relationships with other directors: Not applicable.

McLeod Russel India Limited: Trading Window closed from 1 October 2026 till the end of 48 hours after the declaration of Unaudited Financial Results (Standalone and Consolidated) for the quarter and half year ending 30 September 2026.

Assignment of MOU rights

• MOU rights for Rupajuli Tea Estate assigned from Khona Tea Estate LLP to Rupajuli Tea Estate LLP.
• Rupajuli Tea Estate LLP to assume purchaser obligations under the MOU, subject to its terms.
• Khona and Rupajuli are under the same management; assignment for convenience to facilitate completion.
• Terms unchanged; substitution of purchaser does not alter commercial understanding.
• Company has acknowledged and consented to the assignment.
• Assignment approved by Disposal of Assets of Tea Estates Committee on 9 September 2026.
• Committee meeting concluded at 4:51 PM IST.
• Disclosure hosted on company website for information and records.

AGM & Governance

• AGM on Sept 30, 2026 at 11:30 AM via VC/OAVM.
• Re-appoint Pradip Bhar as Director liable to retirement by rotation.
• Pradip Bhar to be WTD and CFO for three years from 27 Apr 2026.
• Remote e-voting window Sept 27-29, 2026; cut-off Sept 23, 2026.

Financial Statements & Audit

• Adopt standalone financial statements for FY2025-26.
• Adopt audited consolidated financial statements for FY2025-26.
• Cost auditor remuneration FY2026-27: Mani & Co Rs 90,000; SPK Associates Rs 99,000; DGM & Associates Rs 108,000.

Shareholder & Transfers

• Special window for physical transfers Feb 5, 2026–Feb 4, 2027; demat post-transfer.

Communications & Documents

• Annual Report and AGM Notice available on company site and stock exchanges.

IEPF & Dividends

• Unpaid dividends up to FY2017-18 moved to IEPF.

Nature of Restructuring

• Disposal of Tarajulie Tea Estate assets to part-pay debt under NARCL/IDRCL sanction.

Entities Involved

• Tarajulie Tea Estate (MRIL unit) to be disposed; buyer Jaynath Tea Estate; NARCL via IDRCL sanctions.

Key Transaction Details

• Sale consideration Rs 22.75 crore, subject to asset and liability adjustments.
• Completion targeted by 31 October 2026, pending approvals.
• Buyer Jaynath Tea Estate; not promoter group.
• Not a related party transaction.
• Sale outside Scheme of Arrangement; requires Reg 37A compliance.
• Shareholders' and statutory approvals required under applicable laws.
• Debt-resolution sanctioned by NARCL/IDRCL.

Financial Impact

• Tarajulie Tea Estate contributed Rs 1517 Lakhs (1.57% of turnover) in 2025-26.
• Sale proceeds Rs 22.75 crore to be recognized on completion.
• Consolidated impact depends on accounting treatment of the sale.

Rationale and Strategic Objectives

• Debt resolution via asset disposal to part-pay obligations to the lender.
• Aims to reduce debt burden and improve liquidity.

Related Party / Shareholder Impact

• Not a related party transaction; buyer not promoter group.

Approvals and Timeline

• Shareholders' approval and statutory clearances required under applicable laws.
• Completion target: 31 October 2026, subject to approvals.
• Regulatory compliance: Reg 37A LODR for outside-scheme sale.