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.

Warren Tea Limited will hold its 49th Annual General Meeting (AGM) on Monday, September 14, 2026, at 12:30 PM IST via Video Conferencing/Other Audio Visual Means (VC/OAVM). The primary objective of the meeting is to seek shareholder approval for the reappointment of M/s. Garv & Associates as the company’s statutory auditors for a second consecutive term of five years, extending until the conclusion of the 54th AGM in 2031. This appointment ensures continuity in financial oversight following their initial tenure which began after the 44th AGM in 2021.

The Board of Directors, acting on the recommendation of the Audit Committee, proposed the reappointment based on factors including industry experience, audit team competency, and independence. M/s. Garv & Associates have confirmed their eligibility under Section 139 and 141 of the Companies Act, 2013, and Section 141(3)(g) limits. The proposed remuneration for statutory audit services for the financial year ending March 31, 2027, is set at ₹1.50 lacs plus applicable taxes and out-of-pocket expenses, consistent with the fee structure for FY26. The company may also engage the firm for permissible non-audit services, remunerated separately as approved by the Board.

Key Agenda Items

In addition to the auditor reappointment, the AGM will transact ordinary business items critical to corporate governance. Shareholders will consider and adopt the Standalone and Consolidated Financial Statements for the year ended March 31, 2026. Furthermore, Mrs. Soma Chakraborty, Executive Director and Company Secretary, retires by rotation and offers herself for reappointment.

The following table outlines the key resolutions and personnel details for the AGM:

Mrs. Chakraborty, who holds a B.Sc., AICMA, and ACS qualification, brings 35 years of experience in costing, accounts, audit, legal, and secretarial functions. She was first appointed to the Board on April 1, 2024, and serves as a member of the Stakeholders Relationship, Risk Management, and Corporate Social Responsibility Committees. Her last drawn remuneration for FY26 totaled ₹8.97 lacs, comprising salary, provident fund/gratuity, and other benefits. She holds no shares in Warren Tea Limited but serves on the boards of BWL Limited and Warren Industrial Ltd.

Voting and Participation Guidelines

Shareholders holding shares as of the cut-off date, September 7, 2026, are eligible to vote. Remote e-voting will be open from September 10, 2026, at 9:00 AM to September 13, 2026, at 5:00 PM, facilitated by Central Depository Services (India) Limited (CDSL). Members can also vote during the live VC/OAVM session. Physical attendance is dispensed with, and proxy appointments are not permitted for this virtual meeting, although institutional members may authorize representatives.

Mr. Raj Kumar Bantia of Messrs. MKB & Associates has been appointed as the Scrutinizer to oversee the e-voting process. The company advises shareholders to update their email addresses and PAN details with their Depository Participants or the Registrar and Share Transfer Agent, MUFG Intime India Private Limited, by September 7, 2026, to ensure seamless participation. Unclaimed dividends from previous years have been transferred to the Investor Education and Protection Fund or General Revenue Account as per statutory requirements.