Warren Tea Ltd

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.

AGM Details

• Date and time: 14 September 2026, 12:30 PM IST.
• Mode: VC/OAVM; no physical attendance.
• Voting rights cut-off date: 7 September 2026.
• Proceedings deemed at registered office.
• Remote e-voting: 10–13 September 2026, 9:00 AM–5:00 PM.

Key Resolutions

• Adopt standalone and consolidated financial statements and reports.
• Reappoint Soma Chakraborty as Director on rotation.
• Reappoint Garv & Associates as Statutory Auditors for a five-year term; remuneration as approved.

Director Changes

• Soma Chakraborty to be reappointed as Director.

Auditor Appointments

• Garv & Associates reappointed for second five-year term.
• Remuneration for 2026-27: Rs 1.50 lakhs plus taxes and out-of-pocket expenses.
• Board/AC to consider revisions to remuneration.

Standalone results

• Standalone Q1 2026: Total Income ₹40 lakh; Revenue from Operations not reported; Other Income ₹40 lakh.
• Profit before tax ₹-62 lakh; EPS ₹-0.52 (basic and diluted).
• Board approved unaudited standalone results on 10 August 2026.
• Limited Review conducted by GAR V & Associates.

Consolidated results

• Consolidated Q1 2026: Total Income ₹40 lakh; Other Income ₹40 lakh; Revenue from Operations not reported.
• PAT ₹-120 lakh; EPS ₹-1.00; Share of profit from associate ₹-58 lakh.
• Total Comprehensive Income for the period ₹-23 lakh.
• Consolidated results include Maple Hotels & Resorts Limited as an associate.
• Limited Review performed on consolidated results; Board approved on 10 August 2026.

Regulatory & strategic updates

• Board approved the draft scheme of arrangement/amalgamation with Maple Hotels & Resorts Limited.
• New Labour Codes effective 21 Nov 2025; no material financial implication yet.
• Tax provisions to be determined at year-end; ultimate tax liability depends on year-end results.
• Previous periods' figures regrouped and rearranged wherever necessary.

Meeting Details

• Date/time: Monday, io August 2026, 12:30 PM.
• Venue: Registered & Corporate Office, Johar Building, P-1 Hide Lane, 8th Floor, Kolkata 700073.

Key Agenda Items

• Approve unaudited standalone and consolidated financial results for Q1 ended 30 June 2026.

Other Notes

• Trading window to close 1 July 2026 through 12 August 2026 for designated persons.

AGM rescheduling details

• Board rescheduled Warren Tea's 49th AGM for FY2026 to 14 September 2026 at 12:30 IST.
• Original date was 16 September 2026; meeting to be conducted via VC/AVM.
• e-voting cut-off shifted to end of September 2026 from 9 September 2026.

Share capital reconciliation

• Issued and listed capital: 11,950,804 shares (Rs 10 face value) on BSE.
• Dematerialised holdings: CDSL 5,521,858 (46.2049%), NSDL 6,074,925 (50.8328%), Physical 354,021 (2.9623%).
• Total dematerialised plus physical equals issued capital: 11,950,804.
• ISIN INE712AOI012; Face value Rs 10 per share.
• Quarter ended 30 June 2026; certificate dated 15 July 2026 by MKB & Associates.
• Common agency for share registry: MUFG Intime India Private Limited.
• Filed in XBRL and PDF Share Capital Audit Report with BSE.
• Notes reference changes to registrar/agency arrangements; details not fully specified.
• No change in issued or listed capital during the quarter.