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RUSSEL INDIA LIMITEDMain BoardEquity2025-04-012026-03-312026-05-292026-05-25INRLakhsQuarterlyFourth quarterGeographical2026-05-2915:15:002026-05-2918:00:00trueCash Flow IndirectStatement on impact of audit qualification2026-01-012026-03-31AuditedConsolidated1303500000446000001348100000731000007590000047780000013750000001046000001602000006945000002961100000-1613000000-1469500000-30825000004600000-2360400000-23558000000-7267000000000-726700000-1100000-727800000-7266000000-7277000005223000005-6.95-6.9500-6.95-6.95As per Notes attached in our letter dated 29th May, 2026, relating to Outcome of Board Meeting.2025-04-012026-03-31AuditedConsolidated115439000007340000011617300000246200000359400000460000074346000001467400000610700000375810000013881000000-2263700000-1469500000-373320000033100000-2531300000-24982000000-12350000000000-1235000000163700000-1071300000-12350000000-10713000005223000005-3316800000-11.82-11.8200-11.82-11.82Other Expenses694500000Other Expenses375810000010249700000383500000202870000010000013800000471000004175300000399400000462180000028860000001267000002031030000011998000004364000003774000001606000009900000860000001120000001182300000254100000586400000322260000023532900000522300000-1027200000-504900000-5049000006396600000900000639750000010614000002497000000995590000085564000002181000007737000009918000001679900000112281000001609700000887300000356800000140819000002403780000023532900000As per Notes attached in our letter dated 29th May, 2026, relating to Outcome of Board Meeting.Other Financial Assets399400000Other Non-current Assets126700000Other Financial Assets112000000Other Current Assets555900000Biological Assets other than Bearer Plants30500000Lease Liabilities900000Other Non-current Liabilities2497000000Lease Liabilities100000Other Financial Liabilities1679800000Other Current Liabilities1609700000India843100000Uganda334900000UK0Others125500000India9743900000Uganda1318300000UK0Others481700000130350000011543900000130350000011543900000India-3048600000Uganda-1300000UK-25700000Others-6800000India-3625000000Uganda-47600000UK-62800000Others2200000-3082400000-3733200000-3082400000-3733200000India20598100000Uganda2415800000UK314100000Others19470000023522700000023522700000India21809900000Uganda2096300000UK109100000Others1240000024027700000024027700000As per Notes attached in our letter dated 29th May, 2026, relating to Outcome of Board Meeting.1467400000-1357000007400000009150000021000000018360000002470000004877000000610700000066900000-21180000000-200000000-6600000001810000014695000000416080000042760000000-27200000-133000000053340000000000000-5600000146000000-380000000000000000000000027200000027000000-1354000000000000001617000000016560000000-3273000007070000046000007530000085300000160600000Remeasurements of post-employment defined benefit plans184000000Change in Fair Value of Equity instruments through other comprehensive income-12590000058100000Remeasurements of post-employment defined benefit plans274100000Change in Fair Value of Equity instruments through other comprehensive income-1001000001740000006220000091000000Exchange differences on translation of foreign operations30000003000000Exchange differences on translation of foreign operations807000008070000000-1100000163700000AuditedAdverse opinionM/S LODHA & CO. LLPtrue2027-03-3111617300000116173000001388100000032531600000-1235000000-22761300000-11.82-217.923532900000165151000002403780000038546300000-504900000-22031200000Note 4 dealing with Inter Corporate Deposits (ICDs) aggregating to Rs. 2,86,050 lakhs (including interest accrued till March 31, 2019) as on March 31, 2026 given to promoter group and certain other entities by the Parent which are doubtful of recovery and considering recoverability etc. are prejudicial to the interest of the company. Provision of Rs. 2,44,629 lakhs (including Rs. 1,43,590 lakhs made during the year) has been made thereagainst leaving a balance of Rs. 41,421 lakhs which remain unprovided as on this date. In absence of ascertainment of the shortfall and provision against the remaining amount, the loss for the period is understated to that extent. Impact in this respect as stated in the said note have not been ascertained by the management and recognised in these consolidated financial results.Adverse opinionRepetitiveIn respect of Inter-Corporate Deposits (ICDs) given to Promoter group and certain other entities (borrowing companies), the amount outstanding aggregates to Rs. 2,76,109 lakhs as at March 31, 2026. Further, interest of Rs. 9,941 lakhs on these amounts accrued upto March 31, 2019 are also outstanding as on this date. Interest on such ICDs considering the waiver sought by borrower companies in earlier years and uncertainties with respect to the recovery etc. and determination of amount thereof, have not been accrued since April 01, 2019. These borrowing companies in turn advanced the amount so taken by them to Promoter Group and other entities mainly to provide financial support to an another promoter group company against which Corporate Insolvency and Resolution Process (CIRP) as per the Insolvency and Bankruptcy Code, 2016 (IBC) was subsequently initiated. In terms of the Resolution Plan as approved by the Honble National Company Law Tribunal (NCLT), Kolkata pursuant to the said proceedings, the amounts so advanced to the said company has become irrecoverable affecting the recoverability of the ICDs given by the Parent. The Parent is in the process of taking legal and other steps for recovery of the amounts given as ICDs and has filed legal suit before Honble Calcutta High Court for recovery from certain promoter group entities. <br></br> <br></br> Pending outcome of the steps being taken, without prejudice to the parents legal right to recover the amounts given by it., considering the possibilities of recovery etc., further provision of Rs. 1,43,590 lakhs (other than Rs. 1 01,039 lakhs provided in earlier years) has been made and shown under Exceptional Items. Amount finally recoverable in respect of these ICDs as such are currently not determinable and consequential adjustments will be given effect to on final determination on case to case basis. <br></br> Not applicablePending outcome of the legal and other steps taken for recovery and those contemplated to be taken as such impact in this respect are currently not determinable and consequential adjustments will therefore be given effect to on final determination on case to case basis.In absence of ascertainment and provision against the remaining amount, the loss for the period is understated to that extent.Note 9(a) regarding non-recognition of Interest on loans, Inter Corporate Deposits and other amounts taken by the parent and thereby the loss for the period is understated to the extent indicated in said note. Adverse opinionRepetitiveThis includes the amount to be converted to Equity Share Capital in terms of sanction letter issued by NARCL as dealt with in Note no. 5(a). The parents management in terms of the sanction letter issued by NARCL as dealt with in Note no. 5(a) is of the opinion that certain amount of ICDs taken will be converted to Equity Share Capital for which necessary steps for approval of lenders, shareholders etc. are being taken. Necessary adjustments in this respect will be given effect to on confirmation from respective parties and resolution to the effect by the shareholders of the Parent. Not applicableNot applicableNot applicableNote no. 9(a) regarding non-determination of interest and other consequential adjustments/disclosures in absence of relevant terms and conditions in respect of certain advances and liabilities being so claimed by customers as stated therein. Further, as stated in Note 9(a) and 5(b) penal/compound interest and other adjustments in this respect are currently not determinable. Pending final determination of amount with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by usAdverse opinionRepetitiveNot quantifiedNot QuantifiableThe Parent submits that pending resolution by the lender bank with respect to the borrowings of the parent as dealt with in Note 5(d) of the consolidated financial results and consequential adjustment in this respect, Interest on borrowings from the bank and ICDs have been continued to be provided on simple interest basis based on the rates specified in term sheet or otherwise stipulated/ advised from time to time and penal/ compound interest if any has not been considered. The amount payable to the lender in respect of outstanding amounts of borrowing including interest thereagainst is subject to confirmation and determination and consequential reconciliation and resolution to be arrived at as dealt with in Note 5(d) and will accordingly be dealt with on determination thereof. <br></br> <br></br> Interest if any on outstanding advances aggregating to Rs. 3,550 lakhs and Rs. 500 lakhs included other liabilities as stated in Note 9(a), pending recognition as Inter Corporate Deposits and finalisation of terms and conditions thereof has not been recognised. <br></br> <br></br> Penal interest / compound interest as stated in Note 5(d) has not yet been confirmed by lenders. Further, the amount of interest would be finalised as agreed upon by the lenders and creditors and amount payable will then be ascertained and given effect to in the accounts. <br></br> <br></br> Pending final determination of amount with respect to these, adjustments and impacts arising therefrom have not been ascertained and as such cannot be commented upon by us.Note 10 regarding non reconciliation/disclosure by the Parent of certain debit and credit balances with individual details and confirmations etc. including borrowings and interest thereupon as dealt with in Note 5(d) and 9(a). Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by usAdverse opinionRepetitiveNot quantifiedNot quantifiableThe Parent submits that it has 33 tea estates/ factories and 2 offices and therefore it is practically not feasible to reconcile the entire balances and such reconciliation is an ongoing process. Impact will thus become ascertainable only upon reconciliations and confirmations. However, during the year certain account balances which were under reconciliation have been reconciled and required adjustments thereof have been given effect to in this year. <br></br> <br></br> Details covering 5(d) and 9(a) has been dealt with in Qualification 3 <br></br> <br></br> Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us.Note 9(c) regarding non-determination and recognition of amount payable in respect of lease rent for office premises of the Parent. Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be commented upon by us.Adverse opinionRepetitiveNot quantifiedNot quantifiableLease Agreement in respect of premises having registered and corporate office of the parent got expired on August 31, 2022 and terms thereof are yet to be finalised with the lessor. Pending this, the amount of rent payable by the parent including the adjustments towards the cost of maintenance etc. of the premises currently being undertaken by the parent being non-determinable as such has not been recognised in these consolidated financial results.Pending final determination of amount payable, adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be commented upon by usNote 7 regarding non-determination of fair value of the Property, Plant and Equipment, Capital Work in Progress of the Parent and Goodwill on consolidation and impairment if any to be recognized thereagainst for the reasons stated in the said note. Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us.Adverse opinionRepetitiveNot quantified <br></br> Not quantifiableAs stated in Note 6, the Parent has been incurring significant amount of losses and its current liabilities have become in excess of the current assets. Considering these indicators and circumstances stated herein above in Note 6, fair Value of Property, Plant and Equipment and Capital Work in progress (CGU) are required to be assessed for testing of Impairment thereagainst. Further, Borelli Tea Holdings Limited (BTHL) has substantial investment in its wholly owned subsidiary Mcleod Russel Uganda Limited (MRUL) which has undergone financial restructuring with respect to it's borrowings from banks which are also required to be tested for impairment as on March 31, 2026. Subsequent to the balance sheet date, resolution with respect to parents borrowing as stated in Note 5 above have been progressing and thereby valuers have been appointed for assessment of value in use and fair value of assets, which is pending as on this date. However, considering the restructuring of debt by NARCL and JCAF as dealt with in Note 5 in view of the management the intrinsic value of the parent has improved, no impairment against the value of the asset requiring any adjustment is envisaged as on March 31, 2026. Impairment if any in the value of CGU and Goodwill arising on consolidation as such, will be considered on determination. <br></br> <br></br> Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us.Note 9(b) dealing with statutory liabilities outstanding as at the end of the period and non-determination of adjustments to be given effect to in this respect if any including interest as stated in the said note. Pending final determination of amount, adjustments and impacts arising therefrom as stated in the said note have not been ascertained and as such cannot be commented upon by us.Adverse opinionRepetitiveNot quantifiedNot quantifiableThe Parent has statutory liabilities aggregating to Rs. 21,382 lakhs as on March 31, 2026. In respect of demand of Rs. 19,111 lakhs pertaining to the arrear of Provident Fund dues, Assam Tea Employees Provident Fund Organisation vide their letter dated March 12, 2026 has granted approval for repayment of dues for the period upto January 31, 2026 over a period of three years. The amount of interest, penalty etc. in respect of above statutory dues have currently not been recognised in these financial results as the management is contemplating to seek waiver of such levies. Considering this and pending reconciliation of the amounts including those as demanded by the authorities with the books of accounts of the respective tea estates, adjustments/ impact arising in this respect are currently not ascertainable.Adjustments/ Impacts with respect to these are currently not ascertainable and as such cannot be commented upon by us.As stated in Note 8, the predecessor auditor pertaining to the financial year ended March 31, 2019 in respect of the loans included under Qualification 1 above have reported that it includes amounts given to group companies whereby applicability of Section 185 of the Companies Act, 2013 could not be ascertained and commented upon by them. They were not able to ascertain if the aforesaid promoter companies could, in substance, be deemed to be related parties to the Group in accordance with paragraph 10 of Ind AS-24 Related Party Disclosures. Further, certain ICDs as reported were in the nature of book entries and/or are prejudicial to the interest of the Parent. Moreover, in case of advance of Rs. 1,400 lakhs to a body corporate which had subsequently been fully provided for, appropriate audit evidences as stated were not made available. These amounts are outstanding as on this date and status thereof have remained unchanged and uncertainty and related concerns including utilisation thereof and being prejudicial to the interest of the company are valid for periods subsequent to March 31, 2019 including current period also. The matter as reported is under examination and pending before regulatory authorities. Pending final outcome of the matter under examination we are unable to ascertain the impact of non-compliances and comment on the same.Adverse opinionRepetitiveNot quantifiedNot quantifiableThe matter as reported is pending before regulatory authorities.Pending final outcome of the matter under examination we are unable to ascertain the impact of non-compliances and comment on the same.Note 11 regarding recognition of deferred tax assets by the Parent including those arising due to provision against Inter Corporate Deposits, given the uncertainty with respect to availability thereof and consequential impact to that extent on the loss for the period;Adverse opinionRepetitiveConsequent to the restructuring of the Parents debt as stated in Note 5, rationale for recognition of Deferred Tax Assets (DTA) has been reviewed during the year. Realisation of DTA is dependent upon generation of future taxable profit against which those temporary differences and carry forward of tax losses become deductible. Considering the resolution of the companys debt as dealt with in Note 5 and expected improvement in operational and financial performance and growth in volume of business of the company, Deferred Tax Assets of Rs. 28,757 lakhs has been recognised in these consolidated financial results based on parent managements assumption for reasonable certainty of realisation thereof against the expected taxable income and reversal of Deferred Tax Liabilities (DTL).Not ApplicableNot ApplicableNot ApplicableNote 5(a) to (c) regarding adjustment of Rs. 1,28,895 lakhs being given effect to in exceptional items pursuant to the letter issued by NARCL sanctioning the resolution of the borrowing assigned to them and by JCAF approving the One Time Settlement of the amount payable in respect of borrowing from them which is subject to execution of MRA by NARCL and fulfilment of conditions precedent to the implementation of the restructuring.Adverse opinionWhether appeared first time <br></br> Resolution with NARCL is subject to entering into Master Restructuring Agreement (MRA) which is pending execution as on this date and the said resolution and OTS with JCAF is subject to fulfilment of the conditions precedent as specified in the sanction letters issued by the respective parties. In the event there being default in making payments and fulfilling the conditions including those relating to regulatory compliances and other approvals etc., the restructuring as dealt herein above shall stand revoked and outstanding amount will required to be restored and will be considered as payable as per the original terms thereof. <br></br> <br></br> The parents management is confident of timely repayment of sustainable amount and compliances with respect to the conditionalities as stipulated thereagainst. In the event of the managements expectation and estimation in this respect, not turning out to be feasible in future, possible consequential impact thereof as such are presently not ascertainable <br></br> Not ApplicableNot ApplicableNot ApplicableNote no. 9(e) regarding non recognition and ascertainment of the impact of labour code as notified vide notification dated November 21, 2025 by Government of India. Implication in this respect are currently under evaluation and impact thereof has not been ascertained by the management and as such cannot be commented upon by us.Adverse opinionWhether appeared first timeNot quantifiedNot quantifiableNot ApplicableThe Government of India vide notification dated November 21, 2025 has notified the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the Labour Code) consolidating and replacing the then existing multiple labour legislations in the country. In accordance with the requirements of Ind AS 19, Employee Benefits, changes to employee benefit resulting from legislative amendments constitute a plan amendment, necessitating the immediate recognition of any variation in the costs upon such notification. However, implication of the Labour Code including on account of past service costs and other costs are currently under evaluation and adjustments in this respect as such has being non determined has not been given effect to in these financial results. The developments and further clarifications in this respect will continue to be monitored and consequential adjustments will be given effect to on determination. MR. ADITYA KHAITANMR. PRADIP BHARMR. AMAR NATH DHARMR. VIKRAM MATTA, PARTNER LODHA & CO. LLP, CHARTERED ACCOUNTANTSKOLKATA2026-05-29