Warren Tea Limited has disclosed, via an intimation filed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Hon'ble National Company Law Tribunal (NCLT), Special Bench (Court-II), Kolkata, has issued directions for convening meetings of equity shareholders and creditors of Warren Tea Limited (Transferor Company) and Maple Hotels & Resorts Limited (Transferee Company) in connection with their proposed Scheme of Amalgamation. The NCLT order, dated April 28, 2026, was uploaded on the NCLT website on May 5, 2026, and received by the company via email on May 6, 2026. The intimation was filed by Soma Chakraborty, Executive Director & Company Secretary of Warren Tea Limited.

Background of the Scheme

The Boards of Directors of both Warren Tea Limited and Maple Hotels & Resorts Limited approved the Scheme of Amalgamation at their respective meetings held on June 30, 2025. Under the Scheme, Warren Tea Limited is proposed to be amalgamated with and into Maple Hotels & Resorts Limited under Sections 230 to 232 of the Companies Act, 2013, with the Appointed Date set as April 1, 2025. The Transferor Company is a listed entity with its shares listed on BSE Limited. The Valuation Report recommending the Share Exchange Ratio, dated June 30, 2025, was prepared by Ms. Vidhi Chandak, Registered Valuer (Registration No. IBBI/RV/06/2019/11186). BSE Limited, vide letter No. DCS/AMAL/RD/R37/4046/2025-26 dated February 2, 2026, conveyed its "No Objection" with "No Adverse Observation" on the Scheme.

Shareholder and Creditor Profile

As of December 31, 2025, the applicant companies had the following classes of shareholders and creditors:

No-objection affidavits were received from 12 out of 13 Unsecured Creditors of Warren Tea Limited, constituting 99.80% of the total debt, and from 100% of the Secured Creditors of Maple Hotels & Resorts Limited, as on December 31, 2025.

NCLT Directions: Meetings Dispensed and Convened

Based on the no-objection affidavits received, the NCLT dispensed with the meetings of the Unsecured Creditors of Warren Tea Limited and the Secured Creditors of Maple Hotels & Resorts Limited. Additionally, no meeting of Secured Creditors of Warren Tea Limited is required, given that the company has NIL Secured Creditors as verified by an Independent Chartered Accountant's certificate. The following meetings have been directed to be held through virtual mode on June 18, 2026:

Meeting Conduct and Procedural Directions

The NCLT has appointed Mr. Mohan Ram Goenka as Chairperson for the meetings, with a consolidated fee of Rs. 1,00,000/- (One Lakh). Ms. Shreya Choudhary has been appointed as Scrutinizer, with a consolidated fee of Rs. 30,000/- (Thirty Thousand). The cut-off date for determining eligibility to vote has been set as December 31, 2025. The facility of e-voting and remote e-voting shall be provided to eligible equity shareholders and unsecured creditors. The Chairperson is required to report the results of the meetings to the Tribunal within four weeks from the conclusion of the meetings, in Form No. CAA-4.

The resolution for approval of the Scheme shall be deemed duly passed if approved by a majority in number representing three-fourth in value of the equity shareholders and unsecured creditors casting their votes. The Applicant Companies are also directed to serve notices under Section 230(5) of the Companies Act, 2013 on the Regional Director (Eastern Region), Registrar of Companies (Kolkata), Official Liquidator (High Court, Calcutta), Income Tax Department, Securities and Exchange Board of India, and BSE Limited within two weeks of receiving the order. The Company Application (CAA) No. 34/KB/2026 has been disposed of accordingly by the NCLT bench comprising Shri Cheekati Radha Krishna, Member (Judicial), and Smt. Rekha Kantilal Shah, Member (Technical).

Warren tea Limited has filed its quarterly compliance certificate with BSE Limited for the quarter ended 31st March, 2026, fulfilling its regulatory obligations under SEBI depositories regulations. The submission demonstrates the company's adherence to mandatory compliance requirements for listed entities.

Regulatory Compliance Filing

The company submitted the certificate under Regulation 74(5) of Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 on 13th April, 2026. The filing was made through a formal communication to BSE Limited's Department of Corporate Services.

Registrar Confirmation

C. B. Management Services (P) Limited, serving as the company's registrars and share transfer agents, provided the compliance certificate dated 6th April, 2026. The registrar confirmed compliance with SEBI (Depositories and Participants) Regulations, 2018, specifically Regulation 74(5), which was previously known as Regulation 54(5) under the 1996 regulations.

The registrar's certificate confirms that all relevant stock exchanges where Warren Tea Limited shares are listed, along with National Securities Depository Ltd. and Central Depository Services (India) Ltd., have been appropriately informed of the compliance status.

Corporate Communication

The filing was signed by Soma Chakraborty, Executive Director and Company Secretary of Warren Tea Limited. The digital signature was applied on 13th April, 2026, ensuring the authenticity and timeliness of the regulatory submission.

This quarterly compliance certificate represents part of Warren Tea Limited's ongoing regulatory obligations as a publicly listed company, ensuring transparency and adherence to SEBI's depositories framework.