Warren Tea has issued a comprehensive postal ballot notice seeking shareholder approval for significant board appointments and organizational restructuring. The company has scheduled remote e-voting to facilitate shareholder participation in these crucial decisions.

Key Board Appointments Under Consideration

The postal ballot encompasses three major resolutions that will shape the company's leadership structure. The primary focus centers on the appointment of Vivek Goenka as Vice Chairman & Managing Director, marking a significant transition in the company's executive leadership.

Remote E-Voting Schedule and Process

The company has engaged Central Depository Services (India) Limited (CDSL) to provide remote e-voting facilities to shareholders. This electronic voting system ensures broader participation while maintaining transparency and efficiency in the decision-making process.

Executive Leadership Transition

Vivek Goenka brings extensive experience in hospitality and technology sectors to his new role. He currently operates Vesta Hotels & Resorts, managing seven upscale properties across Rajasthan, and leads Softweb Technologies Private Limited, which specializes in ERP systems for tea, jute, and mining industries.

The proposed remuneration structure includes a basic salary in the range of ₹4,70,000 to ₹4,90,000 per month, along with standard perquisites such as furnished accommodation, company vehicles, medical reimbursement, and retirement benefits. The appointment requires approval as it constitutes a material related party transaction, with the value representing 12.65% of the company's annual consolidated turnover for the preceding financial year.

Shareholder Participation Guidelines

Shareholders whose names appear in the Register of Members as of the cut-off date April 3, 2026, are eligible to participate in the voting process. The company has adopted an electronic-only approach for notice distribution, sending communications exclusively through registered email addresses with depositories and the Registrar and Transfer Agent.

Corporate Governance and Compliance

The postal ballot process adheres to provisions under Sections 108 and 110 of the Companies Act, 2013, and complies with SEBI Listing Regulations. The Nomination and Remuneration Committee and Audit Committee have recommended these appointments, considering the candidates' qualifications and the company's strategic requirements.

The results will be announced within two working days from the last date of remote e-voting, with the scrutinizer's report being submitted to regulatory authorities and published on the company's website and CDSL platform.

Warren Tea Limited has announced significant leadership changes following its Board of Directors meeting held on March 31, 2026. The decisions were made following recommendations from the Nomination and Remuneration Committee and Audit Committee, marking a strategic transition in the company's management structure. The board meeting commenced at 12.30 PM and concluded at 4.00 PM, addressing all regulatory requirements under SEBI regulations.

Executive Chairman Resignation and Transition

Vinay Kumar Goenka (DIN: 00043124) has resigned from his position as Executive Chairman of the company, effective from the close of March 31, 2026. The resignation was submitted due to personal reasons, with Goenka confirming that there are no material reasons other than those mentioned for his departure from the executive role.

In his resignation letter, Goenka expressed gratitude to his colleagues and stated his intention to continue contributing to the company's progress. The 68-year-old executive, who holds a B.Sc (Botany) degree, has extensive experience in plantation, manufacturing, marketing, and export of tea.

New Vice Chairman & Managing Director Appointment

The Board has approved the appointment of Vivek Goenka (DIN: 00042285) as Additional Whole Time Director designated as Vice Chairman & Managing Director. This appointment is effective from April 1, 2026 to March 31, 2029, subject to shareholder approval.

Vivek Goenka brings diverse business experience to his new role. He graduated in Management Studies from the University of Nottingham and completed his Masters degree in Finance and Investment with distinction. His entrepreneurial background includes founding a chain of design hotels under the brand "Vesta Hotels & Resorts," which currently owns and operates seven up-market hotels across Jaipur, Udaipur, Bikaner, Pushkar, and Bharatpur.

Business Interests and Technology Focus

Vivek Goenka's business portfolio extends beyond hospitality into the technology sector through Softweb Technologies Pvt. Ltd. The company specializes in developing ERP systems for various industries, particularly tea, jute, and mining sectors. Notable innovations include:

• Facial recognition applications for attendance systems
• Pioneer in introducing facial recognition technology in tea estates in India
• Operations based in Kolkata with over 70 engineers
• International presence with offices in Bangladesh

Regulatory Compliance and Shareholder Approval

The company has confirmed that both directors are not debarred from holding office by virtue of any SEBI order or other authority. The Board has approved seeking shareholders' approval for the aforementioned resolutions through postal ballot, in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The complete calendar of events along with the postal ballot notice will be sent to shareholders and submitted to the stock exchange in due course. The company has provided detailed disclosures pursuant to Schedule III of Regulation 30 and 51 of SEBI regulations, ensuring full transparency in the leadership transition process.

Strategic Continuity

This leadership transition represents a strategic move to ensure business continuity while leveraging the experience of both generations. Vinay Kumar Goenka's continued involvement as Chairman provides stability, while Vivek Goenka's appointment as Vice Chairman & Managing Director brings fresh perspectives and technological expertise to drive the company's future growth initiatives.