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.

Dhunseri Tea & Industries Limited has announced the strike-off of its step-down subsidiary, Dhunseri Mauritius Pte Ltd (DMPL), in compliance with regulatory disclosure requirements. The company informed both BSE and NSE about this corporate development on December 19, 2025.

Strike-Off Details

The subsidiary strike-off became effective on December 09, 2025. Dhunseri Mauritius Pte Ltd was registered in Mauritius and operated as a step-down subsidiary of the tea company. The disclosure was made under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financial Impact Assessment

The struck-off subsidiary had minimal impact on the parent company's operations and financials. According to the regulatory filing, DMPL was classified as a non-material subsidiary with no significant business operations since its incorporation.

Regulatory Compliance

The announcement follows SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, which mandates specific disclosures for subsidiary strike-offs. The company confirmed that this action does not involve any sale or disposal transaction, as indicated by "Not Applicable" entries for consideration received, buyer details, and related party transaction queries.

Corporate Structure Impact

The strike-off represents a streamlining of Dhunseri Tea & Industries' corporate structure by eliminating a non-operational entity. The subsidiary's removal from the group structure will have no material impact on the company's ongoing business operations or financial performance, given its dormant status since incorporation.