Nature of the Event

Regulatory disclosure pursuant to SEBI Listing Regulation 30, notifying the stock exchanges of a Postal Ballot process to seek shareholder approval for special business concerning the appointment and remuneration of key managerial personnel.

Key Resolutions and Proposed Appointments

Item No. 1: Re-appointment of Mr. Aditya Khaitan (DIN: 00023788)

  • Resolution Type: Ordinary Resolution
  • Role: Managing Director
  • Proposed Term: 3 years, from 17th May, 2026 to 16th May, 2029.
  • Current Term: Expires on 17th May, 2026.

Item No. 2: Payment of Remuneration to Mr. Aditya Khaitan

  • Resolution Type: Special Resolution
  • Role: Managing Director
  • Proposed Term: 3 years, from 17th May, 2026 to 16th May, 2029.
  • Rationale: Required as the proposed remuneration exceeds limits prescribed under Schedule V of the Companies Act, 2013, due to inadequate profits.

Item No. 3: Appointment of Mr. Pradip Bhar (DIN: 01039198)

  • Resolution Type: Ordinary Resolution
  • Role: Director (liable to retire by rotation)
  • Background: Appointed as an Additional Director by the Board on 27th April, 2026.

Item No. 4: Appointment and Remuneration of Mr. Pradip Bhar

  • Resolution Type: Special Resolution
  • Role: Whole-Time Director (designated as Whole-Time Director and Chief Financial Officer)
  • Proposed Term: 3 years, from 27th April, 2026 to 26th April, 2029 (notwithstanding attainment of 70 years of age during tenure).
  • Rationale: Required as the proposed remuneration exceeds limits prescribed under Schedule V of the Companies Act, 2013, due to inadequate profits.

Detailed Remuneration Proposals

For Mr. Aditya Khaitan (Managing Director)

  • Salary: ₹15,00,000 per month (in a grade of ₹15,00,000 to ₹20,00,000).
  • Bonus: Up to six months' salary per year, based on company performance.
  • Variable Allowance: ₹2,50,000 per month (in a grade of ₹2,50,000 to ₹6,00,000), based on performance.
  • Perquisites: Include furnished accommodation/HRA (up to 50% of salary), medical reimbursement, LTC, club fees, company car with driver, telephone, and communication facilities.
  • Retiral Benefits: Contributions to Provident Fund, Superannuation/Pension/Annuity Fund, and Gratuity as per company rules and applicable acts.
  • Past Remuneration (Audited): FY 2022-23: ₹310.20 lakhs; FY 2023-24: ₹310.00 lakhs; FY 2024-25: ₹310.08 lakhs. Remuneration for the existing term is being held in trust as advances.

For Mr. Pradip Bhar (Whole-Time Director & CFO)

  • Salary: ₹5,00,000 per month (in a grade of ₹5,00,000 to ₹10,00,000).
  • Bonus: Up to three months' salary per year, based on company performance.
  • Variable Allowance: ₹1,00,000 per month (in a grade of ₹1,00,000 to ₹3,00,000), based on performance.
  • Perquisites: Include furnished accommodation/HRA (up to 50% of salary), medical reimbursement, LTC, club fees, company car with driver, telephone, and communication facilities.
  • Retiral Benefits: Contributions to Provident Fund, Superannuation/Annuity Fund, and Gratuity as per company rules and applicable acts.
  • Past Remuneration as CFO (Audited): FY 2022-23: ₹90.02 lakhs; FY 2023-24: ₹91.63 lakhs; FY 2024-25: ₹92.77 lakhs.

Postal Ballot and E-Voting Process

  • Cut-off Date for Eligibility: Friday, 22nd May, 2026.
  • E-Voting Service Provider: National Securities Depository Limited (NSDL).
  • E-Voting Period: Commences at 9:00 AM IST on Friday, 29th May, 2026, and concludes at 5:00 PM IST on Saturday, 27th June, 2026.
  • Scrutinizer: Mr. Atul Kumar Labh, Proprietor of M/s A. K. Labh & Co, Company Secretaries, was appointed to oversee the process.
  • Result Declaration: The scrutinizer will submit a report to the Chairman, and results will be declared on or before Tuesday, 30th June, 2026. Results will be communicated to BSE, NSE, CSE, NSDL, and displayed on the company's website and at its registered office.
  • Deemed Passing Date: The resolution is deemed passed on the last date of e-voting, i.e., 27th June, 2026, if approved by the requisite majority.
  • Document Availability: The notice is available on the company's website (www.mcleodrussel.com), NSDL's website (www.evoting.nsdl.com), and the websites of the stock exchanges.

Regulatory and Compliance Context

  • Disclosure made under: Regulation 30 of the SEBI (LODR) Regulations, 2015.
  • Governed by: Sections 110, 108, 102, 196, 197, 203 of the Companies Act, 2013, read with relevant Rules, Schedule V, and SEBI LODR Regulations.
  • MCA Circulars: The postal ballot is conducted in accordance with MCA Circulars, including General Circular No. 03/2025 dated 22nd September, 2025, mandating electronic dispatch and remote e-voting.
  • Lender Approval: The company has stated it has requested approvals from its lenders for the appointments and remuneration, as required under Section 197(1) and Schedule V of the Companies Act, 2013.

Company Financial Context (As per Explanatory Statement)

The company cited inadequate profits as the reason for requiring special resolutions for remuneration. Audited financials provided show:

  • Revenue from Operations: FY 2022-23: ₹1,09,670 lakhs; FY 2023-24: ₹92,342 lakhs; FY 2024-25: ₹1,02,436 lakhs.
  • Profit/(Loss) After Tax: FY 2022-23: ₹1,04,942 lakhs; FY 2023-24: (₹26,565) lakhs; FY 2024-25: (₹19,636) lakhs.
  • Reasons for Loss: High finance costs, increased wage rates, operational expenses, liquidity constraints, and weak economic conditions in key export markets.
  • Improvement Measures: The company mentioned a focus on operational efficiency, cost optimization, and an ongoing debt resolution plan with National Asset Reconstruction Company Limited (NARCL) and other lenders.

Shareholding and Interest

  • Mr. Aditya Khaitan holds 17,272 equity shares of ₹5 each in the company.
  • Mr. Pradip Bhar holds no shares in the company.
  • Except for the appointees themselves, no other director or key managerial personnel is concerned or interested in the resolutions.

#Tags: #McLeodRussel #SEBIRegulation30 #PostalBallot #ManagementAppointment #Remuneration #Neutral