Warren Tea Limited announced that the National Company Law Tribunal (NCLT), Kolkata, has reserved the final order for its proposed scheme of amalgamation with Maple Hotels & Resorts Limited. The tribunal reserved the order on September 11, 2026, marking a significant procedural step toward the completion of the corporate restructuring.

Regulatory Status

The company disclosed the development under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The amalgamation involves Warren Tea Limited merging with and into Maple Hotels & Resorts Limited, along with their respective shareholders and creditors. This transaction is being pursued under Sections 230 to 232 of the Companies Act, 2013, read with applicable rules.

The NCLT Kolkata heard the final motion petition in Company Petition (CAA) No. 66 /KB/2026. While the order is reserved for formal pronouncement, the actual issuance of the order remains pending. Warren Tea Limited stated it will notify stock exchanges and update its website once the copy of the NCLT order is received.

What the Numbers Show

This filing represents a procedural milestone rather than a financial result. No revenue, profit, or balance sheet figures were disclosed in this announcement. The focus remains strictly on the legal timeline of the amalgamation process, with no immediate impact on reported financial metrics until the scheme receives formal approval and implementation.

Warren Tea Limited reported a net loss of ₹338.14 lakh for the financial year ended March 31, 2026, marking a significant reversal from the net profit of ₹63.87 lakh recorded in the previous year. The decline in profitability was primarily driven by adverse mark-to-market valuation impacts on its investment portfolio, stemming from geopolitical tensions and global oil market disruptions, alongside increased professional consultancy and legal expenses incurred for its proposed amalgamation with associate company Maple Hotels & Resorts Limited. Despite stable recurring income from treasury operations and rental assets, the company’s overall income profile suffered due to these external economic conditions and strategic restructuring costs.

The company’s total income for FY26 stood at ₹169.23 lakh, down sharply from ₹445.76 lakh in FY25. Interest income on financial assets on deposit contributed ₹61.02 lakh, while rental income provided ₹56.25 lakh. Income from current investments dropped to ₹17.89 lakh from ₹75.30 lakh in the prior year, reflecting the broader correction in capital markets. Conversely, total expenses rose to ₹362.49 lakh from ₹317.30 lakh, largely due to higher legal and consultancy charges amounting to ₹31.51 lakh, up from ₹6.21 lakh previously, as the company navigated the regulatory processes for the merger.

Financial Performance Summary

The profit before tax swung to a loss of ₹370.04 lakh from a profit of ₹145.84 lakh. This was partly offset by a deferred tax benefit of ₹31.90 lakh, compared to a tax expense of ₹81.97 lakh in the previous year. The company also reported an exceptional item loss of ₹176.78 lakh, relating to contributions not yet received by its employee benefit fund, which remained unrealised and was subsequently adjusted by the fund. Employee benefits expense remained relatively stable at ₹166.54 lakh, while depreciation and amortisation expense slightly increased to ₹32.81 lakh.

Strategic Developments and Governance

A key focus during the year was the proposed scheme of arrangement/amalgamation of Warren Tea Limited with Maple Hotels & Resorts Limited. The National Company Law Tribunal (NCLT), Kolkata Bench, directed meetings of shareholders and creditors for approval of the draft scheme. The appointed date under the scheme is April 1, 2025. Additionally, the company completed its voluntary delisting from The Calcutta Stock Exchange effective May 27, 2025, while remaining listed on BSE Limited.

Significant management transitions occurred, with Vinay K. Goenka stepping down as Executive Chairman to continue as Non-Executive Chairman, and Vivek Goenka being appointed as Vice Chairman & Managing Director effective April 1, 2026. The Board also recommended the reappointment of Garv & Associates as Statutory Auditors for a second consecutive term of five years. No dividend was declared for the year.

What the Numbers Show

The divergence between stable operational cash flows and volatile investment returns highlights the company's current transitional business model. While core income streams like rent (₹56.25 lakh) and interest on deposits (₹61.02 lakh) provide liquidity support, they are insufficient to offset the erosion in mutual fund and equity valuations. The substantial increase in legal and consultancy fees (₹31.51 lakh vs ₹6.21 lakh) underscores the immediate cost burden of the strategic restructuring, suggesting that near-term profitability will remain pressured until the amalgamation synergies are realized.