Dear Members,

Your Directors have pleasure in presenting the Twenty-Eighth Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the Financial Year (FY) ended 31st March 2026.

OVERVIEW OF FINANCIAL PERFORMANCE

The financials of the Company for the year ended 31st March 2026 are summarized below:

(Rs. in lakhs)

FINANCIAL HIGHLIGHTS & STATE OF COMPANY'S AFFAIRS

The Company's standalone operational revenue during the year stood at Rs. 97,482 lakhs as against Rs. 1,02,436 lakhs in the previous year. The Company reported a loss before exceptional items and tax was Rs. 19,591 lakhs compared to Rs. 23,610 lakhs in the previous year. The post-tax loss for the year stood at Rs. 9,086 lakhs as against a loss of Rs. 19,636 lakhs in the previous financial year. Loss before finance cost and depreciation (EBIDTA) stood at Rs. 1,771 lakhs as against a profit of Rs. 2,436 lakhs in the previous year. During the year, the Company's consolidated operational revenue stood at Rs. 115,439 lakhs as compared to Rs. 118,541 lakhs in the previous year. The consolidated post-tax loss stood at Rs. 12,350 lakhs as against a loss of Rs. 19,787 lakhs in the previous year.

The Company's consortium lenders (comprising of ICICI Bank Limited, State Bank of India, HDFC Bank Limited, Axis Bank Limited, Punjab National Bank, UCO Bank, Indian Bank and RBL Bank Limited) ('Assignors') assigned their respective financial facilities to National Asset Reconstruction Company Limited ('NARCL') pursuant to the Joint Assignment Agreement dated 12th March, 2025 under the provisions of Section 5 of the Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 ('SARFAESI Act'). Consequent thereto, NARCL became the lender/ secured creditor of the Company in respect of the aforesaid financial facilities. NARCL acting in its capacity as Trustee of NARCL Trust - 0026 (through its attorney India Debt Resolution Company Limited (IDRCL)).

The Company subsequently received a Sanction Letter dated 2nd April, 2026 from IDRCL approving a restructuring of its outstanding debt, which provides for repayment of the sustainable debt over a specified period and includes certain asset monetisation measures as well as conversion of certain unsustainable debt and certain other debts into equity of the Company. The Company has accepted the terms and conditions of the sanction and is taking necessary steps towards implementation of the approved restructuring plan. Further subsequent to the end of FY, the Company has entered into a One-Time Settlement ('OTS') arrangement with J.C. Flowers Private Limited for settlement of its outstanding dues. The Company is also in the process of settling with other lenders. The Company remains committed to implement the restructuring and OTS arrangements and continues to engage with its lenders and stakeholders to improve its financial position and support long-term sustainability of its operations.

Subsequently, and in compliance with the IDRCL Sanction Letter, the Company has taken initiative for sale of assets of certain Tea Estates, and in this regard Memorandum of Understanding has been signed with several parties.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 60,00,00,000/- divided into 12,00,00,000 equity shares of Rs. 5/- each and the Issued, Subscribed and Paid up share capital of the Company is Rs. 52,22,79,000/- divided into 10,44,55,735 equity shares of Rs. 5/- each.

During the year, the Company did not issue any shares with differential rights or convertible securities. The Company does not have any scheme for the issue of shares, including sweat equity to the employees or directors of the Company.

The Company does not have a scheme for the purchase of its shares by employees or by trustees for the benefit of employees. There was no change in the capital structure of the Company during the year.

Subsequent to the closure of FY, the Equity Shares of the Company delisted from The Calcutta Stock Exchange w.e.f. 17^th July, 2026. The equity shares of the Company shall continue to remain listed and traded on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE').

TRANSFERTO GENERAL RESERVE

In view of the loss incurred during the financial year ended 31st March, 2026, the Board of Directors has not recommended any transfer of funds to the General Reserve. Accordingly, no amount has been transferred to the General Reserve during the financial year.

DIVIDEND

In view of the loss incurred by the Company during the financial year ended 31st March, 2026, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the year.

REVIEW OF OPERATIONS

During the Financial year, unfavorable weather conditions at the beginning of the tea season, adversely impacted crop production, which partially recovered during rainy season. The Company's saleable production was 360.61 Lakh Kgs tea, as compared to 366.82 Lakh Kgs in the previous year. The Company continued to focus on quality improvement through controlled plucking practices, enabling production of better-quality teas despite challenging weather conditions.

'Integrated Pest Management' practices continued across all tea estates; however, higher pest incidence, especially in the South bank estates of Assam and in the Dooars estates in West Bengal, due to adverse weather resulted in increased crop protection measures.

Labour availability continued to be a challenge during the year owing to high absenteeism. The Company intensified mechanisation initiatives by deploying additional plucking shears, pruning machines, earth augers and mechanical drain digging equipment to improve operational efficiency and mitigate labour shortages.

The Company continued to invest in long-term sustainability of its plantations through clonal tea nurseries, shade development, uprooting and replanting programmes, afforestation initiatives and creation of water bodies to improve the plantation micro-climate. Alternative cropping of Melia dubia and agarwood also progressed satisfactorily.

As part of its operational efficiency initiatives, one tea estate in North Bank Assam was converted from coal-fired to natural gas-based drying, resulting in improved fuel efficiency and reduced operating costs. The Company also continued to strengthen factory infrastructure and modernise manufacturing facilities through capital expenditure on specialised tea processing equipment. During the year, Nilpur Factory was converted into a 100% Orthodox tea manufacturing unit.

The Company's continued focus on quality enabled it to maintain its reputation for producing premium teas catering to both domestic and international markets.

Sustainability continues to remain an integral part of the Company's business strategy. All 31 factories operate in Assam are certified under ISO 22000:2018, and all 31 tea estates together with the McLeod Russel Blending Unit in Assam are certified under the Rainforest Alliance standards. Further, all estates and factories in Assam continue to hold Trustea certification. The Company also remains an active member of the Ethical Tea Partnership, reaffirming its commitment to responsible sourcing, sustainable agriculture and community development.

During the year, the Company continued to implement various social sustainability initiatives in collaboration with overseas buyer and several reputed national and international organisations, including IDH, CINI, Water For People, SEWA and the Ethical Tea Partnership, to implement various social sustainability and community development initiatives across its tea estates in Assam. These initiatives focused on women leadership development through the "Udayini" Women in Leadership Programme, community wellbeing underthe Plantation Community Empowerment Programme (PCEP), promotion of sustainable water, sanitation and hygiene (WASH) practices, and programmes aimed at improving health, nutrition, education, child protection, gender equality, financial and digital literacy, and worker wellbeing. The Company also supported the "Synergy to Solve SDGs (S3)" initiative in collaboration with SEWA, the University of Pennsylvania, the London School of Hygiene and Tropical Medicine and Fordham University to address health, gender equity and alcohol dependency through targeted interventions in plantation communities. These initiatives focused on women leadership development, community empowerment, health and nutrition, child development, gender equality, water, sanitation and hygiene (WASH), financial and digital literacy, and overall improvement of the quality of life in plantation communities.

The Company performed well in the domestic and overseas markets and achieved a sales turnover of Rs 96,764.71. Favorable feedback was received from all buyers, both in terms of quality and deliveries. Your Company continues to be the leading producer-exporter of tea with shipments worldwide and export sales of Rs 20,997.20 Lakhs.

INSOLVENCY AND BANKRUPTCY CODE (IBC)

During the year, the applications for initiation of the Corporate Insolvency Resolution Process ('CIRP') under the Insolvency and Bankruptcy Code, 2016 ('Code') earlier filed before the Hon'ble National Company Law Tribunal, Kolkata Bench ('NCLT') by PDK Impex Private Limited has been dismissed as withdrawn by the Hon'ble NCLT.

The applications earlier filed before the NCLT by State Bank of India, HDFC Bank Limited, and Indian Bank for initiation of the CIRP under Code, subsequent to assignment to National Asset Reconstruction Company Limited ('NARCL'), acting in its capacity as Trustee of NARCL Trust - 0026 (through its attorney India Debt Resolution Company Limited) was substituted in the name of NARCL. Subsequent to the closure of financial year, the said applications were withdrawn before the NCLT by NARCL.

Further, the applications filed during earlier years by Shah Brothers, IndusInd Bank Limited, and Indian Tea Association for initiation of the CIRP under the Code, are pending as at 31st March, 2026 and are pending adjudication before the NCLT.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulation's), the Management Discussion and Analysis Report forms part of this Annual Report as Annexure A.

During the year under review, there was no change in the nature of the Company's business.

REPORT ON CORPORATE GOVERNANCE

As required under Regulation 34 read with Schedule V of the Listing Regulations, the Report on Corporate Governance and the Auditors' Certificate on Compliance with the Conditions of Corporate Governance are attached hereto as Annexure B, and forming part of this Report.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Company has one wholly owned subsidiary Borelli Tea Holdings Limited (BTHL), United Kingdom and three step down subsidiaries. BTHL is primarily engaged in the business of investing funds in various companies engaged in tea production, blending and marketing activities. As at the end of the year on 31st March 2026, BTHL had the following subsidiaries in different countries:-

(i) McLeod Russel Uganda Limited, Uganda -100% held by BTHL

(ii) McLeod Russel Middle East FZCO, UAE- 100 % held by BTHL

(iii) McLeod Russel Africa Limited, Kenya -100% held by BTHL

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 ('the Act') and Regulations 33 and 34 of the Listing Regulation, the Consolidated Financial Statements of the Company and its subsidiaries, prepared in compliance with the applicable Indian Accounting Standards (Ind AS), form an integral part ofthis Annual Report. The performances of the Subsidiaries are summarised below for your information. Investments made in D1 Williamson Magor Bio Fuel Limited, an Associate Company, have been fully provided for in the Accounts of the earlier years and since net worth of that company is fully eroded, the Financial Statements of the said Company have not been considered for consolidation.

A statement containing the salient features of the financial statements of the Company's Subsidiaries and the Associate Company pursuant to the first proviso to sub-section (3) of Section 129 of the Act prepared in Form AOC-1 is attached to the financial statements of the Company for your information.

In terms of Regulation 34(2)(a) of the Listing Regulations, Statement on impact of Audit Qualifications as stipulated in Regulation 33(3)(d) ofthe Listing Regulations are appended in the Annual Report.

Policy for determining "Material Subsidiary" and the same is disclosed on the website of the Company and can be accessed at https://www.mcleodrussel.com/pdf/investor/policies/material.pdf .

The performance of Borelli Tea Holdings Limited and its subsidiaries during the year were as follows:

BORELLI TEA HOLDINGS LIMITED (BTHL)

BTHL prepares its accounts on financial year basis. At the close of the financial year, BTHL has investments in its subsidiaries in Uganda, Dubai and Kenya. During the year under review, BTHL has a loss after tax GBP 8,96,163 as compared to previous year (2024-25) loss of GBP 3,36,800.

MCLEOD RUSSEL UGANDA LIMITED (MRUL)

MRUL is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts on calendar year basis. During the year 2025, the Company's total comprehensive Loss is USD 0.586 million as against total comprehensive loss of USD 2.661 million in year 2024. During the year, the company was able to repay the agreed loan instalment to its major borrowings from bank. For the year, depreciation was USD 1.313 Million and finance cost was USD 1.674 Million; EBIDTA was positive by USD 2.401 million

MANUFACTURE, SALES, SELLING-PRICE AND CLOSING STOCK:

During the year 2025, MRUL manufactured 15.338 million kg of tea (2024 - 15.735 million kg). During the year 2025, MRUL sold 15.001 million kg tea (2024- 16.062 million kg). Average selling price per kg during 2025 was USD 0.99 (2024 -USD 0.83). Closing Stock oftea as at 31st December 2025 was 2.67 million kg (31st December 2024 - 2.37 million kg).

OUTLOOK:

MRUL's tea production experienced a decrease in 2025 compared to the previous year, whereas bought leaf saw an increase. Bought leaf has increased by 1,055,461 kilograms in 2025 compared to 2024, representing a 19.7% increase. Own crop production decreased by 1,453,392 kilograms in 2025 compared to 2024, marking a 14% decrease.

A general decrease in rainfall across all estates, with an average of 1449 mm in 2025 compared to 1579 mm in 2024, is the cause of the production decline. This directly affected tea yields. The overall decrease in tea output for the year was a direct consequence of the reduced rainfall and labour shortage, which led to lower production levels.

The increase in bought leaf was a result of the increase in the price of outgrower leaf and timely payment for the green leaf purchased.

Transportation of tea from MRUL to Mombasa was carried out, with a few challenges in the second quarter due to high demand of trucks for direct exports and this delayed our dispatches. All went well after then with a number of transporters being engaged till the end ofyear.

We saw an improvement in prices in the last quarter of the year with a strong demand and good participation from different markets with most of the buyers maintaining interest and support

FSMS (ISO 22000:2018) Certificate will be expiring on 30th August 2026 and renewal audit conducted during June 2026.. Rainforest Alliance Premium was successfully paid to Outgrower beneficiaries. Estate premium will be used to renovate two labour village blocks at Muzizi & Bugambe. UNBS permits for Ankole, Kiko & Muzizi were renewed while Bugambe, Kisaru Mwenge were audited for renewal. For Aerodrome licence, inspections have been done pending license renewal. ESIA reports were submitted to NEMA portal, were working on clearance of penalty to have the Certificates ready.

McLEOD RUSSEL MIDDLE EAST FZCO (MRME)

MRME is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts calendar year wise. During the year 2025, the Company's total comprehensive Income is USD 15,425 as against total comprehensive Income of USD 116,620 in year 2024.

PURCHASE, SALES, GROSS PROFIT AND CLOSING STOCK:

During the year 2025, MRME purchased 778,519 kg oftea (2024 - 815,657kg). During the year 2025, MRME sold 798,615 kg tea (2024 - 839,085 kg). Gross profit for the year 2025 was 14.64% (2024 -18.88%). Closing Stock of tea as at 31st December, 2025 was 75,854 kg (31st December, 2024- 95,949 kg).

OUTLOOK:

Business progressed steadily during 2025, driven primarily by key local and cross-trade customers. In addition, several smaller local customers were successfully developed, with their volumes increasing to a significant level throughout the year. All customers expressed satisfaction with the quality and reliability of deliveries and have indicated their intention to continue and expand business in the coming year. MRME also commenced shipments to Indonesia, marking an important milestone in market expansion. However, business opportunities in the CIS countries remained limited due to slower sales performance in those markets during the year. Overall business growth continued to be constrained by the limited financing available to support MRME's trading activities.

Looking ahead, 2026 is expected to deliver growth in both business volume and profitability. Increased sales are anticipated across all three major sales verticals. MRME has secured large annual contracts with two customers in the UAE local market, primarily for Blend STDs, which are expected to contribute significantly to profitability in 2026. The company has also resumed shipments to CIS countries and Indonesia and expects to secure annual contracts in both markets during the year.

The primary challenge facing MRME remains the availability of working capital to support larger trading volumes. Securing additional financing will enable the company to expand its trading activities, capitalize on growing demand, and strengthen the long-term sustainability of its existing sales verticals. As the business scales, MRME plans to recruit additional manpower to manage office operations and backend logistics. This will provide the Business Manager with greater flexibility to focus on customer development, market expansion, and the acquisition of new business opportunities.

McLEOD RUSSELAFRICA LIMITED (MRAL)

MRAL is a fully owned subsidiary of Borelli Tea Holdings Limited. It prepares its accounts calendar year wise. During the year 2025, the Company's total comprehensive income is USD 1,023 as against total comprehensive income of USD 289,914 in year 2024.

PURCHASE, SALES, GROSS PROFIT AND CLOSING STOCK:

During the year 2025, MRAL purchased 2.59 million kg of tea (2024 - 3.62 million kg). During the year 2025, MRAL

sold 2.65 million kg tea (2024 - 3.61 million kg). Gross profit for the year 2025 was 8.9% (2024 - 9.8%). Closing Stock of tea as at 31st December, 2025 was 187,306 kg (31st December, 2024 - 240,588 kg).

OUTLOOK:

The year was marked with diverse trading challenges from increased auction prices, buyers insisting on credit, inflation in key destinations and resurgence ofthe number oftraders in Mombasa.

The year saw a reduced profitability and volumes traded by MRAL. Key clients placed minimal orders on account of increased prices at the auction

Egypt gave good support however at much reduced margins. Ukraine was heavily affected by the high tea prices and the increase in Freight rates. Our largest buyer resorted to sourcing ofteas from Asian countries. Saudi Arabia and the Middle East gave a good account but were impacted by the availability of cheap Kenyan teas circulating in the destination. Afghanistan showed much less support as traders insisted on credit and the bad situation made worse by the increased tea costs. Iran wasn't as active and made fewer in between orders. Our partners in USA and Spain had held stocks which affected their turn around and orders.

Locally, the competitive environment was intense as more traders got registered with some having direct relations to our clients. The Kenya Shilling was relatively steady to the Dollar. The cost of doing business increased as both Freight, warehousing and material charges were increased.

We look forward to a very challenging year ahead with the logistical, Freight and material costs challenges deeply affecting us owing to geographical tensions.

MRAL need to embark on aggressive marketing to source for new clients. MRAL need to appreciate the need for marketing and make it much easier for this to happen. Marketing in its very nature is long term and its impact may be felt long after the trade mission. It takes time, personal involvement to develop a lasting relation that translates into business.

CORPORATE SOCIAL RESPONSIBILITY

At McLeod Russel India Limited, responsible business conduct and sustainable value creation remain integral to the Company's governance framework. The Company's philosophy is founded on the belief that long-term business success is intrinsically linked with the well-being of the communities in which it operates and the preservation of the environment. Guided by this philosophy, the Company continues to undertake various social and community development initiatives aimed at improving the quality of life of people residing in and around its Tea Estates and operational areas.

In terms of Section 135(5) of the Act, certain class of companies are required to spend at least 2% of Average Net Profits made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Although the Company did not have the requisite average net profits computed under Section 198 of the Act and, therefore, was not required to incur CSR expenditure during the year under review, it continued to undertake various welfare and community development initiatives across its areas of operation. These initiatives focused on education, healthcare, sanitation, community welfare, cultural development and improving the overall quality of life of local communities.

The Company has a CSR Committee and has adopted a CSR Policy, which can be accessed at https://www.mcleodrussel.com /pdf/investor/policies/csr-policv.pdf. The Corporate Social Responsibility Committee ofthe Board as on 31st March, 2026 comprised of Mr. Aditya Khaitan, Executive Director, Mr. Sanjay Ginodia and Ms. Rupanjana De, Independent Directors. Mr. Aditya Khaitan acts as the Chairperson of the Committee. A report on Corporate Social Responsibility (CSR) is attached as Annexure E and forms part of this Report.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Listing Regulation, the Board of Directors of the Company has adopted a Dividend Distribution Policy. There has been no change in this policy during the year under review. This policy is also available on the website of the Company and can be accessedat https://www.mcleodrussel.com/pdf/investor/policies/dividend- distribution-policy.pdf

DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE POLICY

In compliance with Regulation 25(10) of the Listing Regulation, the Company has in place a Directors and Officers (D&O) Liability Insurance policy, to provide appropriate protection to its Directors and Officers against liabilities arising from the discharge of their duties and responsibilities. The adequacy and coverage of the Policy are reviewed by the Board periodically to ensure continued and appropriate risk protection.

DIRECTORS' RESPONSIBILITY STATEMENT

The Board acknowledges the responsibility for ensuring compliance with the provisions of Section 134(3) (c) read with Section 134(5) of the Act for the year ended 31st March 2026 and states that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed with no material departure;

(b) the Directors had 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 and of the profit and loss of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the annual accounts on a going concern basis;

(e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls were operating effectively and subject to continuous improvement;

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company has an optimum combination of Executive, Non-Executive Independent Directors including one Woman Director in line with applicable provisions of the Act and the Listing Regulation except for the requirement of under Regulation 17(1)(c) of the Listing Regulation relating to the minimum number of Directors. The Board of Directors of the Company as on 31st March, 2026 comprised of 5 (five) Directors of which 4 (four) were Independent Directors. Mr. Amritanshu Khaitan resigned from directorship with effect from 17th March, 2026 and subsequently, Mr. Pradip Bhar has been appointed as Whole-Time Director (designated as Whole-Time Director and Chief Financial Officer) of the Company with effect from 27th April, 2026 in compliance with provision of Regulation 17 (1E)of the Listing Regulation at the meeting of the Board of Directors held on 27th April, 2026. In the opinion of the Board, all the Directors possess the requisite qualifications, experience and expertise and hold high standards of integrity. Further details on Board of Directors are provided in the Corporate Governance Report.

All of the Directors, Key Managerial Personnel, Senior Management and other Management Personnel as on 31st March 2026, have confirmed compliance of Code of Conduct for Board of Directors including Independent Directors, Key Managerial Personnel, Senior Management and other Management Personnel of the Company. This Code continues to help the Company maintain standard of ethics and ensure compliance of applicable legal requirements.

None of the Directors of the Company are disqualified from being appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with Rule 14(1) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 or are debarred or disqualified by the Securities and Exchange Board of India ('SEBI'), Ministry of Corporate Affairs ('MCA') or any other such statutory authority.

A certificate of Non-Disqualification of Directors furnished by M/s. A.K. Labh & Co., Company Secretaries as required under Regulation 34(3) read with Schedule V Para C sub-clause 10(i) of the Listing Regulation, and the same is appended as a separate Annexure to this Report.

CHANGE IN DIRECTORATE

During the year, Mr Amritanshu Khaitan, Non Executive - Non Independent Director of the Company, tendered his resignation from the Directorship and ceased to be the Director of the Company with effect from 17th March, 2026.

Subsequent to his resignation, Mr. Pradip Bhar has been appointed as an Additional Director with effect from 27th April, 2026 in compliance with provision of Regulation 17 (1E) of Listing Regulation at the meeting of the Board of Directors held on 27th April, 2026. Mr Bhar has also been appointed as Whole-Time Director (designated as Whole-Time Director and Chief Financial Officer) of the Company, subject to necessary approvals. Subsequently, the members of the Company have approved his appointment through postal ballot on 27th June 2026.

Ms. Rupanjana De was appointed for second term as Non - Executive Independent Director for a period of three consecutive years commencing from 30th December, 2025 to 29th December, 2028 (both days inclusive) and subsequently the same was approved by the shareholders of the Company at the 27th Annual General Meeting (AGM) of the Company held on 26th September 2025.

RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

In accordance with the provisions of the Articles of Association of the Company read with Section 152 of the Act, Mr. Pradip Bhar (DIN- 01039198) will retire by rotation at the forthcoming Annual General Meeting and being eligible has offered his candidature for re-appointment. His retirement by rotation and re-appointment at this Annual General Meeting will not affect the tenure, terms and conditions or remuneration of his appointment as Whole Time Director as approved by the Members of the Company.

As per provisions ofthe Act, the Independent Directors are not liable to retire by rotation.

Brief profile, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of Mr. Pradip Bhar proposed to be re-appointed, along with his shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

During the year, the Company had 3 (Three) Key Managerial Personnel, being Mr. Aditya Khaitan, Chairman and Managing Director; Mr. Pradip Bhar, Whole-Time Director & Chief Financial Officer; and Mr. Alok Kumar Samant, Company Secretary & Compliance Officer.

DECLARATION FROM INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meet the criteria of Independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe SEBI LODR, 2015. There has been no change in the circumstances affecting their status as Independent Directors ofthe Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with independent and objective judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Annual Report.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the names of all the Independent Directors of the Company have been included in the data bank maintained by the Indian Institute of Corporate Affairs.

MEETINGS OF THE BOARD, EVALUATION OF BOARD AND COMMITTEES, FAMILIARISATION PROGRAMME & VIGIL MECHANISM

During the financial year 2025-26, the Board met 4 (four) times during the year on 29th May 2025, 14th August 2025, 14th November 2025 and 13th February 2026. The gap between any two Board Meetings was within the period prescribed under the Act and the Listing Regulations.

The details of Board and Committee Meetings, Directors' attendance, Board Evaluation, Familiarisation Programme for Independent Directors, Nomination and Remuneration Policy, composition of Board Committees and Vigil Mechanism are provided in the Corporate Governance Report forming part of this Annual Report.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, that of its Committees and individual Directors, including Independent Directors. The Nomination and Remuneration Committee has prescribed the criteria and framework for such evaluation, and the annual performance evaluation was completed during the year.

The Company has also adopted a Familiarisation Programme for Independent Directors to enhance their understanding ofthe Company's business, operations and governance practices. Details ofthe programme are available on the Company's website at https://www.mcleodrussel.com/investors/familiarisation-programme.aspx. The Company has established a Vigil Mechanism/Whistle Blower Policy to promote ethical conduct and provide an avenue for reporting genuine concerns, details of which are set out in the Corporate Governance Report.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirement of Schedule IV to the Act, the Independent Directors held 2 (two) separate meetings on 14th November 2025 and 31st March 2026 without the attendance of non-independent Directors. All Independent Directors were present at the said meetings. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meetings.

COMMITTEES

As on 31st March, 2026, the Board has 4 (four) statutory Committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. During the year, all recommendations of the Board Committees which were mandatorily required have been accepted by the Board. A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans, guarantees or investments made under Section 186 ofthe Act, 2013 are furnished in Note No. 49 to the Financial Statements for the year ended 31st March 2026.

PARTICULARS OF CONTRACTS ORARRANGEMENTS MADE WITH RELATED PARTIES

The Related Party Transactions entered into by the Company during the year under review were on arm's length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the Listing Regulations, details of which are set out in the notes to the financial statements forming part of this Annual Report. There was no contract, arrangement or transaction with Related Parties which could be considered as material and which may have a potential conflict with the interest of the Company. Accordingly, the disclosure required u/s 134(3)(h) of the Act in Form AOC/2 is not applicable to your Company. The Company has formulated a Related Party Transaction Policy and the same is disclosed on the website of the Company at https://www.mcleodrussel.com/pdf/investor/ policies/related/party/transaction-policy.pdf.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS

In pursuance of the provisions of Section 178 of the Act and Listing Regulation, the Company has formulated a Remuneration Policy. There has been no change in this policy during the year under review and a copy of the said Policy is available at the website of the Company at the web link https://www.mcleodrussel.com/pdf/investor/policies/ remuneration/policy.pdf .

The Remuneration Policy, inter-alia, includes the appointment criterion and qualification requirements, process for appointment & removal, retirement policy and remuneration structure & components, etc. of the Directors, Key Managerial Personnel (KMP) and other senior management personnel of the Company. As per the Remuneration Policy, a person proposed to be appointed as Director, KMP or other senior management personnel should be a person of integrity with high level of ethical standards. In case of appointment as an Independent Director, the person should fulfil the criteria of independence prescribed under the Act and rules framed thereunder and the Listing Regulations. The Remuneration Policy also contains provisions about the payment of fixed and variable components of remuneration to the Whole-time Director and payment of sitting fee & commission to the Non-Executive Directors.

DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

SIGNIFICANTAND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS

During the year under review, there were no significant or material order passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

The arbitration proceedings under the Rules of the International Chamber of Commerce arose in respect of the dispute/issues arising out of a Facility Agreement entered into by certain Promoters of the Company in 2017. The Company was not signatory to the Facility Agreement. The original Claimant 1, KKR India Financial Services Limited, was subsequently renamed to Incred Financial Services Limited and during the pendency of the proceedings assigned all its rights, title, and interests to Real Touch Finance Limited. The Arbitral Tribunal vide its Final Award dated 29^th September 2025 has held that the Claimants (Claimant 1-Real Touch Finance Limited and Claimant 2 - IDBI Trusteeship Services Limited) are entitled to be paid/recover an amount of Rs. 50,895.91 lakhs jointly and severally from the Company and certain other respondents. Further, the Claimant 1 is entitled to recover costs the sum of US$ 564,600 and Rs. 20,23,110 to be paid jointly and severally by the Company and certain other respondents. Challenging the Final Award, the Company has file petition under Section 34 of the Arbitration and Conciliation Act, 1996, before the Hon'ble High Court of Delhi.

Earlier the Hon'ble High Court of Delhi, in in O.M.P.(I) (COMM.) 459/2019 titled KKR India Financial Services Limited & Anr. vs. Williamson Magor & Co. Limited & Ors vide its ex-parte interim order, restrained the Company from selling, transferring, alienating, disposing, assigning, dealing, encumbering or creating third-party rights on its assets, and from carrying out any change in its capital structure or any corporate or debt restructuring. Consequent upon passing ofthe Final Award, the said interim order has ceased to operate.

In the matter of an earlier application filed by Shah Brothers under Section 7 of the Insolvency and Bankruptcy Code, 2016, the Hon'ble National Company Law Tribunal, Kolkata Bench, Court-II, Kolkata, vide its Order dated 8th November, 2023, had passed an ad-interim order. The matter is pending adjudication.

MATERIAL CHANGES AFTER END OF THE FINANCIAL YEAR

Except as disclosed elsewhere in this Annual Report and the notes forming part of the Financial Statements, there have been no material changes or commitments affecting the financial position of the Company which have occurred between 31st March, 2026 and the date ofthis Report.

ONE TIME SETTLEMENT WITH BANKS AND FINANCIAL INSTITUTIONS

During the financial year under review, the Company did not enter into any One-Time Settlement (OTS) with any Bank or Financial Institution. Accordingly, the disclosure requirements relating to the difference between the amount of valuation carried out at the time of OTS and the valuation undertaken while availing the loan, together with the reasons therefor, are not applicable.

Subsequent to the end of the financial year, the Company entered into a settlement arrangement with JC Flowers Asset Reconstruction Private Limited in respect of certain assigned debt facilities as part of its ongoing debt resolution and restructuring initiatives. Details of the said settlement have been disclosed elsewhere in the report.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Financial statements (i.e. Balance Sheet, Profit & Loss Statement and Cash Flow Statement, together with notes) are prepared through a process comprising both automated as well as manual controls to ensure accuracy of recording all transactions undertaken during the accounting period, and the resultant financial position at period end. All data pertaining to payroll, purchases, agricultural activities, plucking, manufacturing, dispatch, selling and other activities are recorded through ERP systems operating in tea estates as well as head office. All data/ transactions entered in systems are checked by various functional personnel on the basis of supporting documents and records, then the accounting entries are checked by accounts personnel and finally those are validated by managerial personnel.

At periodic intervals, the accounting data are compiled, and financial statements are prepared. While preparing the financial statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, stock of tea, all significant items of stores and monetary assets are physically verified. Balance confirmations are majorly obtained for all significant items oftrade receivable and advances.

After preparation of the financial statements, all items appearing in the statements are analysed in order to ensure overall reasonableness.

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection offraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

CEO AND CFO CERTIFICATION

In terms of Part B of Schedule II of Listing Regulations, the Managing Director and the Whole Time Director and Chief Financial Officer of the Company certify to the Board regarding review of the financial statements, compliance with the accounting standards, maintenance of internal control systems for financial reporting and accounting policies, etc.

HEALTH, SAFETYAND WORKING ENVIRONMENT

The Company considers its people as one of the most valuable resources and recognises that safe and healthy working environment motivate employees to be more productive and innovative. The Company takes adequate measures to keep its field and factories safe in all respects. Regular training is imparted to the employees for promoting awareness on safety and skill enhancement. The Company runs a hospital in each of its Tea Estates where the employees of the concerned Estate get regular medical attention. In addition, the Company has set up a few central hospitals which are equipped with modern medical instruments. These hospitals are accessible to the employees of the surrounding areas. The Company also provides facilities for sporting and cultural activities for the employees in the Tea Estates.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an review of compliances with all the applicable Securities Exchange Board of India (SEBI) Regulations and Circulars/Guidelines issued thereunder.

The Annual Secretarial Compliance Report issued by a Practising Company Secretary (PCS) has been submitted to the Stock Exchanges within the prescribed timeline in terms of SEBI Master Circular No. HO/49/14/14(7)2025-CFD POD2/I/3762/2026 dated 30th January, 2026 and the same is available on the website of the Company.

ANNUAL RETURN

The draft Annual Return (e-form MGT - 7) of the Company for the year ended 31st March, 2026 pursuant to the provisions of Section 92 of the Companies Act, 2013 is available on the Company's website and can be accessed at https://www.mcleodrussel.com/investors/annual-return.aspx.

The e-form MGT-7 shall be filed with the MCA within the due date upon the completion of the 28th Annual General Meeting of the Company as required under Section 92 of the Act and the Rules made thereunder. Copy of the same shall be available on the website ofthe Company.

STATUTORY AUDITORS AND AUDIT REPORT

M/s. Lodha & Co LLP, Chartered Accountants (Firm Registration No. 301051E/E300284) is the StatutoryAuditors ofthe Company and were appointed for a term of five consecutive years i.e. from conclusion of 26th Annual General Meeting (AGM) until the conclusion of the 31st AGM of the Company. M/s. Lodha & Co LLP and have conducted the audit for the Financial Year ended 31st March, 2026 and have furnished their report.

In their Report dated 29th May, 2026, M/s. Lodha & Co LLP. have expressed an adverse opinion in relation to the Standalone and Consolidated Financial Statements of the Company for the Financial Year ended 31st March 2026. The Board's response in relation to the said opinion is as under:-

SECRETARIAL AUDIT AND AUDITOR REPORT

In terms of the requirements of Section 204 of the Act and Regulation 24A of the Listing Regulations, the Secretarial Audit of the Company for the year ended 31st March 2026 was conducted by M/s. A. K. Labh & Co., Company Secretaries (Firm Unique Code: S1999WB026800). There was no audit qualifications/reservations/adverse remarks in the Secretarial Auditors' Report, attached to this Report as Annexure F and forms part of this Report.

COST AUDIT AND COST RECORDS

In accordance with the requirements of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s Mani & Co. (Firm Registration No: 000004), M/s SPK Associates (Firm Registration No: 000040) and M/s DGM & Associates (Firm Registration No: 000038) Cost Accountants to conduct audit of Cost Records maintained by the Company for the Tea Plantations of the Company for the year ending 31st March 2027.

Pursuant to the provisions of Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors is required to be ratified by the Members of the Company in a General Meeting. Accordingly, a resolution seeking Members ratification for remuneration payable to the Cost Auditors is included in the Notice of the ensuing Annual General Meeting (AGM).

The Cost Audit Report furnished by the Cost Auditors in respect of the year ended 31st March 2026 would be filed as stipulated in the applicable provisions of law. The Company is making and maintaining the accounts and cost records as specified by the Central Government under the provisions of Section 148(1) of the Act.

FRAUD REPORTING BY AUDITORS

During the year under review, no instances of fraud has been reported to the Audit Committee under Section 143(12) of the Act against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report neither by the Statutory Auditors nor the Secretarial Auditors.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

A statement giving details of conservation of energy, technology absorption and foreign exchange earnings & outgo in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is attached as Annexure C and forms part of this Report.

RISK MANAGEMENT

The Company identifies various risks which the Company encounters with during the course of its business none of which, in the opinion of the Board, are expected to threaten the very existence of the Company. The Company has taken adequate measures to mitigate various risks encountered by the Company.

PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct for prevention of Insider Trading in compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time. All Directors, employees and other designated persons and relatives, who could have access to unpublished price sensitive information of the Company, are governed by this Code. The trading window for dealing with equity shares of the Company is duly closed during declaration of financial results and occurrence of any other material events as per the code. During the year under review the Company has complied with the Code.

PARTICULARS OF EMPLOYEES

The ratio of the remuneration of each Director to the median employee's remuneration and other particulars of employees pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure D and form part ofthis Report.

EMPLOYEE RELATIONS

The Company's large work force continues to remain the backbone of its operations and their welfare has remained

a prime area of focus. Upgradation and introduction of new housing facilities, water supply and sanitation, medical infrastructure etc. have been given priority. Employee relations remained satisfactory and the Company would like to record the dedication and support received from the employees at all levels in maintaining smooth functioning during the period under review.

INDUSTRIAL RELATIONS

During the year under review, industrial relations remained harmonious at all our establishments and offices.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT,2013

In accordance with the provisions of Section 134 of the Act read with the revised Rule 8(5)(a) of the Companies (Accounts) Rules, 2014, your Company has complied with provisions relating to the constitution of Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) as amended and has a policy and framework for employees to report sexual harassment cases at workplaces. The Company's process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

As per requirement of the POSH Act, your Company follows calendar year for annual filing with statutory authority and as per the filing, the status of complaints in the year 2025 is set out below.

The Company remains committed to ensuring a safe and respectful workplace environment, and continues to take necessary steps to strengthen awareness, training, and redressal mechanisms under the POSH framework. The Company has also made application for SHe-Box (Sexual Harassment electronic Box) registration, an on-line complaint platform launched by the Government of India.

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company complies with the provisions of the Maternity Benefit Act, 1961, now subsumed into labour code on Social Security 2020 and extends maternity benefits to eligible women employees in accordance with applicable statutory requirements. The Company also provides appropriate facilities and support measures, along with various initiatives aimed at promoting the well-being, safety and professional development of women employees.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards on Board Meetings and General Meetings issued by The Institute of Company Secretaries of India, as mandated under Section 118of the Act.

ACKNOWLEDGEMENT

Your Directors extend their sincere appreciation to all employees, regardless of their level, for their unwavering dedication, hard work and commitment. They also acknowledge invaluable support and cooperation received from all stakeholders, with special gratitude to you, the Shareholders.