Warren Tea Ltd

Warren Tea Ltd-$: Trading Window Closure

AGM details

• AGM held on Monday, 14 September 2026 at 12:30 PM IST via VC/OAVM.
• Cut-off date for voting: 7 September 2026.
• Remote e-voting window was 10–13 September 2026.
• Total voters: 44; 41 via remote e-voting and 3 at AGM.
• Notice issued on 17 July 2026; e-voting facility provided by CDSL.

Resolutions

• Resolution 1: Adopt Standalone and Consolidated Financial Statements for the year ended March 2026.
• Resolution 2: Ordinary resolution for re-appointment of director retiring by rotation.
• Resolution 3: Ordinary resolution to re-appoint MIS Garv & Associates as Statutory Auditors.

Voting results

• Resolution 1 passed with approximately 99.79% in favour.
• Resolution 2 passed with approximately 99.79% in favour.
• Resolution 3 passed with approximately 99.79% in favour.

Director changes

• Director by rotation re-appointment approved.

Auditor appointments

• Re-appointment of MIS Garv & Associates as Statutory Auditors for a five-year term.

AGM details

• AGM held on 14 September 2026 via VC/OAVM from 12:30 PM to 1:10 PM.
• Record date for voting rights: 7 September 2026.

Key resolutions

• Ordinary resolution to adopt standalone and consolidated financial statements for the year ended 31 March 2026.
• Ordinary resolution to reappoint Soma Chakraborty as director, retiring by rotation.
• Ordinary resolution to reappoint auditors M/s Garv & Associates for a five-year term.

Voting results

• Resolution 1 passed with about 99.79% in favour; 0.21% against.
• Resolution 2 passed with about 99.79% in favour; 0.21% against.
• Resolution 3 passed with about 99.79% in favour; 0.21% against.

Director changes

• Soma Chakraborty reappointed as director (retiring by rotation).

Auditor appointments

• Auditors reappointed for five-year term.

AGM Details

• Date and mode: 14 September 2026, 12:30 PM IST, via VC/OAVM.
• Concluded at 1:10 PM IST.
• Cut-off date for voting: 7 September 2026.
• Remote e-voting window: 10 Sep–13 Sep 2026.
• AGM e-voting available for 15 minutes after conclusion.

Key Resolutions

• Adoption of Audited Standalone and Consolidated Financial Statements for the year ended 31 March 2026.
• Reappointment of Soma Chakraborty as Director (retiring by rotation).
• Re-appointment of Statutory Auditors, Garv & Associates, for second five-year term.

Voting Results

• Adoption of financial statements: passed with requisite majority.
• Reappointment of Soma Chakraborty: passed.
• Re-appointment of Garv & Associates: passed.

Dividend

• No dividend proposed or declared.

Director Changes

• Soma Chakraborty reappointed as Director.

Auditor Appointments

• Statutory auditors reappointed for five years.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals reported.

Scheme status

• Final NCLT order reserved for the amalgamation of the involved entities as of 11 September 2026.

AGM and Annual Report Update

• 49th Warren Tea AGM scheduled for 14 September 2026 at 12:30 PM IST via VC/OAVM.
• Annual Report for FY2025-26 will be accessible online; exact path on the company website.
• Mailing to members without registered email IDs; cut-off date for email ID is 07 Sep 2026.
• KYC updation required for physical holders per SEBI circular; update PAN, address, mobile, bank details, and nomination.
• Email ID update is optional; dematerialisation of physical securities encouraged to facilitate online services.

Financial performance

• Revenue for 2025-26 was INR 169.23 lakh, down from INR 445.76 lakh in 2024-25.
• Profit before tax stood at INR -370.04 lakh; deferred tax expense INR 31.90 lakh.
• Net profit after tax was INR -338.14 lakh; total comprehensive income INR -347.98 lakh.
• EBITDA was INR -323.57 lakh for the year.
• Net cash from operating activities: INR -314.20 lakh; cash balance closed at INR 20.60 lakh.
• Dividend declared for the year: none.
• Equity share capital remains INR 1,195.08 lakh; total assets INR 9,464.16 lakh; total equity INR 8,458.95 lakh.
• Basic earnings per share: INR -2.83.
• There was no change in share capital and no dividend declared.

Strategic actions

• Board approved Scheme of Arrangement/Amalgamation with Maple Hotels & Resorts Limited.
• Scheme approved 30 Jun 2025; NCLT directions issued 2 Feb 2026; meetings scheduled 18 Jun 2026.
• Amalgamation aims to unlock value, diversify, and generate synergies.
• Calcutta Stock Exchange delisted; listing continues on BSE.
• Maple Hotels & Resorts Limited is an associate; no subsidiaries.
• VINN by Vesta brand launched; Jaipur properties acquired under management contract.
• Exports: merchant export plan; no exports in 2025-26.

Governance & leadership

• Vinay K. Goenka resigned as Executive Chairman; remains Non-Executive Chairman from 1 Apr 2026.
• Vivek Goenka appointed Vice Chairman and Managing Director for three years from 1 Apr 2026.
• Kunal R Shah reappointed Independent Director for 2026-2031.
• Board size seven with four Independent Directors; Soma Chakraborty ED & Company Secretary.
• Garv & Associates reappointed as Statutory Auditors for five years (2026-2031).
• MKB & Associates is Secretarial Auditor; MR-3 without qualifications.
• Related party transactions with Maple Hotels; arm's length; Audit Committee oversight.

Capital, liquidity & structure

• Equity share capital remains INR 1,195.08 lakh; no change.
• 03% of shares dematerialised; 57.89% of shareholders dematerialised.
• No bank borrowings; lease liabilities total INR 142.74 lakh (non-current 129.96; current 12.78).
• Investment in Maple Hotels & Resorts Limited: INR 3,146.98 lakh (standalone); INR 4,236.29 lakh (consolidated).
• Maple Hotels & Resorts Limited holds 46.92% of the associate stake.
• Delisting from Calcutta Stock Exchange completed May 27, 2025; BSE listed.

Operations & corporate developments

• Core income from treasury, deposits and rents; 2025-26 revenue INR 169.23 lakh.
• Maple Hotels turnover rose to INR 2648.04 lakh from INR 2471.52 lakh (7% growth).
• VINN BY VESTA launched; two Jaipur properties VINN Jagrati by Vesta and VINN Signature Prime by Vesta.
• Tea estates exited; focus on treasury, investments and hospitality merger.
• Exports: merchant tea exports on hold; exports activity under review.

Outlook, risks & compliance

• Outlook: 2026-27 expected to be transformational due to restructuring and merger.
• Management expects stable rental and interest income to support liquidity.
• Market volatility and regulatory approvals remain key uncertainties.
• Merger with Maple Hotels is expected to unlock efficiencies and asset value.
• Auditor reports: no material qualifications; internal controls assessed as adequate.

Audit, controls & disclosures

• Statutory auditors Garv & Associates; total fees Rs 3.37 lakh for 2025-26.
• Secretarial audit by MKB & Associates; MR-3; no qualifications.
• Internal controls: unqualified opinion; robust process over financial reporting.
• Related party disclosures: arm's-length transactions; Maple Hotels as associate; quarterly omnibus approvals.
• No penalties for non-compliance; no fraud reported.

AGM Details

• Date and time: 14 September 2026 at 12:30 IST.
• Mode: Video Conference / OAVM.
• Place: Kolkata.
• Number of agenda items: 3.

Key Resolutions

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Re-appointment by rotation of Soma Chakraborty (Executive Director).
• Statutory Auditors re-appointed for five-year term (2026–2031).

Director Changes

• Soma Chakraborty reappointed as Director; tenure 01-04-2024 to 31-03-2027.

Auditor Appointments

• Garv & Associates reappointed as Statutory Auditors for the five-year term.