Dhunseri tea & industries Limited has announced entering into a Debenture Subscription Agreement with its wholly owned subsidiary for Optional Convertible Debentures worth USD 0.50 million. The company disclosed this material agreement under Regulation 30 of SEBI Listing Regulations on March 13, 2026.

Agreement Details

The debenture subscription agreement has been executed between Dhunseri Tea & Industries Limited and Dhunseri Petrochem & Tea Pte Ltd. (DPTPL), which is a wholly owned subsidiary of the company. The agreement involves subscription to Optional Convertible Debentures aggregating to USD 0.50 million.

Key Terms and Conditions

The Optional Convertible Debentures carry several important features that provide flexibility to both parties. The conversion option allows Dhunseri Tea & Industries Limited to convert the debentures into equity shares of DPTPL within a specified timeframe.

Conversion and Interest Structure

• Conversion Period: 7 years from the date of allotment of OCD
• Interest Accrual: Yearly basis with accumulated interest payable on redemption or conversion
• Conversion Price: To be determined on arm's length basis using accepted pricing methodology
• Payment Terms: Interest becomes due only on redemption date or conversion to equity shares

Related Party Transaction

The agreement constitutes a related party transaction as DPTPL is a wholly owned subsidiary with 100% shares held by Dhunseri Tea & Industries Limited. The company has confirmed that the transaction is conducted at arm's length basis, ensuring compliance with regulatory requirements.

Regulatory Compliance

The disclosure has been made in accordance with Regulation 30 of SEBI Listing Regulations, 2015, and SEBI Master Circular dated November 11, 2024. The company has provided comprehensive details as required under the regulatory framework, ensuring transparency for stakeholders and market participants.

Dhunseri Tea & Industries Limited has entered into a Debenture Subscription Agreement with its wholly owned subsidiary, Dhunseri Petrochem & Tea Pte Ltd. (DPTPL), for subscribing to Optional Convertible Debentures (OCD) worth USD 1.50 million. The agreement was executed on February 12, 2026, following the Board's approval during their meeting held on February 10, 2026.

Agreement Details and Structure

The debenture subscription agreement outlines several key terms for the USD 1.50 million investment:

The Optional Convertible Debentures carry an interest rate of 7.50% per annum, with interest accruing yearly. The accumulated interest amount becomes due and payable in cash only on the date of redemption or upon issue of conversion shares.

Conversion Terms and Options

Dhunseri Tea & Industries Limited holds the option to convert the OCDs into equity shares within seven years from the date of allotment. If the conversion option is not exercised within this timeframe, the debentures will be redeemed. The conversion price will be determined on an arm's length basis at the time of conversion, considering valuation based on accepted pricing methodology.

Subsidiary Relationship and Compliance

Dhunseri Petrochem & Tea Pte Ltd. is a wholly owned subsidiary of Dhunseri Tea & Industries Limited, with the parent company holding 100% shares. The transaction qualifies as a related party transaction conducted at arm's length pricing, ensuring compliance with regulatory requirements.

Strategic Investment Rationale

This investment represents Dhunseri Tea & Industries' commitment to strengthening its subsidiary operations and expanding its presence in the petrochemical sector through DPTPL. The flexible conversion feature provides the company with strategic options to either maintain the investment as debt or convert it to equity based on future business requirements and subsidiary performance.

Regulatory Disclosure Requirements

The company has fulfilled its disclosure obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The agreement details were communicated to both BSE Limited and National Stock Exchange of India Limited, ensuring transparency for all stakeholders.