Diana Tea Company Ltd

Diana Tea Company Ltd — Trading Window closed from Oct 1, 2026 until the expiry of 48 hours after the declaration of Unaudited Financial Results for the quarter and half year ended September 30, 2026.

AGM details

• AGM held 11 September 2026 at 3:00 PM IST via VC/OAVM.
• Cut-off date for voting: 4 September 2026.
• Remote e-voting window until 10 September 2026; AGM e-voting conducted.
• Scrutinizer: MR & Associates; report dated 14 September 2026.

Key resolutions

• Item 1: Ordinary: adopt Audited Financial Statements for year ended 31 Mar 2026.
• Item 2: Ordinary: re-appointment of Sarita Singhania (retiring by rotation).
• Item 3: Special: re-appoint Sarita Singhania as Whole-Time Director.
• Item 4: Special: enhance limits for mortgage/charge on assets.
• Item 5: Special: approve threshold limits for loans/guarantees, securities, investments under section 186.
• Item 6: Special: adopt new Memorandum of Association.
• Item 7: Special: adopt new Articles of Association.

Voting results

• Item 1 approved: Audited Financial Statements adopted.
• Item 2 approved with about 98.14% in favor.
• Item 3 approved with about 98.14% in favor.
• Item 4 approved with about 98.24% in favor.
• Item 5 approved with about 98.24% in favor.
• Item 6 approved with about 98.24% in favor.
• Item 7 approved with about 98.24% in favor.

Dividend

• Dividend: not declared or proposed at AGM.

Director changes

• Sarita Singhania re-appointed as director (by rotation) and as Whole-Time Director.

Auditors

• Statutory auditors unchanged; audited statements and reports approved.

Related party transactions

• No material related party transactions disclosed in this AGM.

Other material approvals

• Adoption of MOA and AOA; enhanced limits for mortgage/charge approved.

AGM Details

• Date and time: 11 September 2026, 3:00 PM IST.
• Mode: Video Conferencing / Other Audio-Visual Means.
• Remote e-voting window: 8–10 September 2026, 9:00 AM–5:00 PM IST.
• Attendance: 168 Members, including 4 from Promoter Group.
• Meeting duration: 3:00 PM to 4:30 PM IST.
• Notice and annual report circulated prior to AGM.

Ordinary Business

• Adopt Audited Financial Statements for the year ended March 31, 2026.
• Appoint director in place of Sarita Singhania, retiring by rotation.

Special Business

• Adopt new Articles of Association.
• Issue Equity Convertible Warrants on a preferential basis.
• Reappoint Sarita Singhania as Whole-Time Director; remuneration to be fixed.
• Adopt new Memorandum of Association.
• Enhance limits for sale, creation of mortgage or charge on assets.
• Approve thresholds for loans, guarantees, securities, and investments under section 186.

Voting and Reporting

• Voting results to be submitted to stock exchanges and posted on the company site per timelines.
• Scrutinizer’s report to be filed per regulatory requirements.

Director Changes

• Mrs. Sarita Singhania to retire by rotation and seek reappointment.
• Sarita Singhania to be reappointed as Whole-Time Director; remuneration to be fixed.

AGM and book closure

• Book closure from 5 September 2026 to 11 September 2026 (inclusive) for AGM.
• AGM scheduled on 11 September 2026 at 03:00 P.M. IST via VC/OAVM.
• Cut-off date for voting eligibility: 4 September 2026.
• Security type: Equity shares.

Financial performance

• Revenue from operations: ₹8,807.12 L (FY2025-26), up from ₹7,082.45 L.
• Profit after tax: ₹175.43 L; total comprehensive income: ₹159.64 L.
• Net profit margin: 1.99% for FY2025-26.
• Earnings per share (basic/diluted): ₹1.17.
• Total assets: ₹12,218.84 L; equity: ₹6,599.26 L; borrowings: ₹4,454.67 L.

Capital structure & funding

• Warrant issuance: up to 4,074,075 Equity Convertible Warrants at ₹27 each.
• Total proceeds expected: ₹11.00 crore.
• Floor price guidance: floor not less than ₹26.14, ₹25.88 VWAP bands.
• Use of proceeds: invest in Bolt Ironworks CCDs for land and development.
• Monitoring agency not required; issue size below ₹100 crore.

Governance & board

• 115th AGM scheduled for 11 Sep 2026 via VC/OAVM.
• New independent directors: Suchanti and Nayar appointed in 2025.
• H. M. Parekh and G. Bhalla ceased June 25, 2025.
• Sarita Singhania re-appointed as Whole-Time Director; remuneration approved.
• Audit Committee reconstituted; Navin Nayar as Chair; Ravindra Suchanti as Member.

Audit & risk

• Auditors: unmodified opinion; gratuity liability under-recognized (emphasis of matter).
• Internal financial controls: adequate and effective.
• Secretarial audit flagged delayed IT penalty disclosure; management explanation provided.
• Related party transactions reviewed; omnibus approvals used.
• Adoption of new MOA and AOA approved.

Shareholding & dividends

• Promoter shareholding: Diana Capital Limited holds 54.56%.
• Dividend: no dividend declared for FY2025-26.
• Dematerialisation: 99.79% of shares are in dematerialised form.
• SEBI transfer window for pre-2019 physical shares extended to Feb 4, 2027.

Operations & capacity

• Own crop: 34.74 lakh kg; sales realization ₹10/kg.
• Total employees: 3,616 as at 31 Mar 2026.
• Installed capacity: 5,000 MT across Dooars estates.

Outlook & risks

• Outlook: cost pressures offset by higher crop; demand for quality tea favorable.
• Key risks: adverse weather, pests, wage hikes, competitive small growers.
• Management focuses on field modernization and quality to offset rising costs.
• Tea market favorable; premium pricing for quality/orthodox tea expected.

Financials

• Board approved unaudited standalone Q1 FY27 results for quarter ended 30 June 2026.
• Total income: ₹2,714.02 lakh.
• PBT: ₹552.06 lakh; net profit: ₹551.74 lakh.
• Basic & diluted EPS: ₹3.68.
• 115th AGM on Sep 11, 2026; voting cut-off Sep 4, 2026.
• AGM to be conducted via VC/OAVM.
• Warrants: up to 4,074,075 Equity Convertible Warrants at ₹27 each.
• Aggregate value up to ₹11.00 crore; promoters as allottees.
• Warrants issued to promoter group; subject to AGM approval.
• Enhancement of sale/mortgage limits up to ₹2,100 crore.
• Loans/guarantees/securities/investments limit up to ₹2,100 crore; subject to AGM.
• Adoption of new MOA and AOA subject to AGM.
• WTD re-appointed for five years from 11 Nov 2026.
• Register of Members closed Sep 5–11, 2026; voting cut-off Sept 4, 2026.
• No separate segment reporting as tea business; Ind AS 108.

Director re-appointment

• Re-appointment of Mrs. Sarita Singhania as Whole-Time Director for five years, 11 Nov 2026 to 10 Nov 2031.
• Reason: reappointment after completion of the existing term.
• Subject to AGM approval.

Governance changes

• Adoption of new MOA aligned with Companies Act 2013; AGM on 11 Sept 2026.
• Adoption of new AOA aligned with Companies Act 2013; AGM on 11 Sept 2026.