Warren Tea Limited Schedules NCLT-Directed Shareholder Meeting on June 18, 2026 for Amalgamation with Maple Hotels & Resorts Limited

Warren Tea Limited has disclosed, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that the Hon'ble National Company Law Tribunal (NCLT), Special Bench (Court-II), Kolkata, has directed the convening of a meeting of equity shareholders of both the Transferor Company (Warren Tea Limited) and the Transferee Company (Maple Hotels & Resorts Limited), along with unsecured creditors of Maple Hotels & Resorts Limited. The meeting is to consider the proposed Scheme of Amalgamation of Warren Tea Limited with and into Maple Hotels & Resorts Limited, pursuant to an Order dated April 28, 2026, passed in Company Application C.A. (CAA) No. 34/KB/2026.

Meeting Details

The shareholder meeting has been scheduled as follows:

Parameter: Details Day & Date: Thursday, 18th June 2026 Time: 11:30 A.M. (IST) Mode: Video Conferencing (VC) / Other Audio Visual Means (OAVM) Deemed Venue: Johar Building, P-1, Hide Lane, 8th Floor, Bowbazar, Tiretta Bazar, Kolkata- 700073, West Bengal, India Cut-off Date (Notice & Voting): Wednesday, 31st December, 2025 Remote E-Voting Start: Monday, 15th June, 2026 at 9:00 A.M. (IST) Remote E-Voting End: Wednesday, 17th June, 2026 at 5:00 P.M. (IST) E-Voting Agency: Central Depository Services (India) Limited (CDSL) Chairperson: Mr. Mohan Ram Goenka Scrutinizer: Ms. Shreya Choudhary

Scheme of Amalgamation: Key Terms

The Scheme proposes the amalgamation of Warren Tea Limited (Transferor Company) with and into Maple Hotels & Resorts Limited (Transferee Company) from the Appointed Date of April 1, 2025, under Sections 230–232 of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Share Exchange Ratio: Upon the Scheme becoming operative, shareholders of Warren Tea Limited will receive 1 (one) equity share of Rs. 10/- each in Maple Hotels & Resorts Limited, credited as fully paid-up, for every 1 (one) equity share of Rs. 10/- each, fully paid-up, held in Warren Tea Limited on the Record Date. No fractional shares will be issued.

Upon the Scheme becoming effective, all equity shares held by Warren Tea Limited in Maple Hotels & Resorts Limited shall stand cancelled. The share capital of Maple Hotels & Resorts Limited will stand reduced to Rs. 16,10,86,220/-, divided into 1,61,08,622 equity shares of Rs. 10/- each.

Capital Structure: Pre- and Post-Scheme

The pre- and post-scheme capital structure of both companies is summarised below:

Warren Tea Limited (Transferor Company) — Pre-Scheme Capital Structure as on 31st December, 2025:

Particulars: Amount (in Rs.) Authorised Share Capital (2,00,00,000 Equity Shares of INR 10 each): 20,00,00,000/- Issued, Subscribed & Paid-up (1,19,50,804 Equity Shares of INR 10 each): 11,95,08,040/-

Maple Hotels & Resorts Limited (Transferee Company) — Pre-Scheme Capital Structure as on 31st December, 2025:

Particulars: Amount (in Rs.) Authorised Share Capital (3,60,00,000 Equity Shares of INR 10 each): 36,00,00,000/- Issued, Subscribed & Paid-up (1,38,54,266 Equity Shares of INR 10 each): 13,85,42,660/-

Maple Hotels & Resorts Limited (Transferee Company) — Post-Scheme Capital Structure (Fully Diluted Basis):

Particulars: Amount (in Rs.) Authorised Share Capital (5,60,00,000 Equity Shares of INR 10 each): 56,00,00,000/- Issued, Subscribed & Paid-up (1,61,08,622 Equity Shares of INR 10 each): 16,10,86,220/-

Shareholding Pattern: Pre- and Post-Scheme

Maple Hotels & Resorts Limited — Pre- and Post-Scheme Shareholding Pattern (as on 30.06.2025, fully diluted basis):

Category: Pre-Scheme Shares Pre-Scheme % Post-Scheme Shares Post-Scheme % Promoter: 1,38,30,243 99.8266 1,20,23,784 74.64% Public Shareholders: 24,023 0.1734 40,84,838 25.36% Total: 1,38,54,266 100% 1,61,08,622 100%

Financial Performance of Applicant Companies

The following table presents the standalone financial performance of both companies for the last three financial years (Amount in Rs. Lakhs):

Warren Tea Limited:

Particulars: FY 24-25 FY 23-24 FY 22-23 Revenue* 0.00 0.00 0.58 PAT 63.87 (85.17) (495.54) EBITDA 192.74 12.74 2610.50

*Revenue includes revenue from operations

Maple Hotels & Resorts Limited:

Particulars: FY 24-25 FY 23-24 FY 22-23 Revenue* 2420.89 2061.28 1840.92 PAT 238.82 242.81 282.57 EBITDA 616.72 588.07 691.89

*Revenue includes revenue from operations

Creditor Position and Regulatory Approvals

The NCLT dispensed with the meeting of unsecured creditors of Warren Tea Limited, as consents were received from 99.80% in value of its unsecured creditors. Similarly, the meeting of secured creditors of Maple Hotels & Resorts Limited was dispensed with, as consents were received from 100% in value of its secured creditors. As at December 31, 2025, unsecured creditors of Warren Tea Limited stood at Rs. 1,711,067.72/-, while secured creditors and unsecured creditors of Maple Hotels & Resorts Limited stood at Rs. 7,81,58,876/- and Rs. 9,66,87,558/-, respectively.

BSE Limited issued its no-objection/no adverse observation letter on the Scheme dated February 2, 2026. The valuation report was prepared by CA Vidhi Chandak (Registration No. IBBI/RV/06/2019/11186), and the fairness opinion was issued by VC Corporate Advisors Private Limited (SEBI Registration No. INM000011096), both dated June 30, 2025. The accounting treatment under the Scheme follows the Pooling of Interest Method as per Accounting Standard-103 ('Business Combinations of entities under common control'), and the statutory auditors of both companies have confirmed its conformity with applicable accounting standards.

Rationale for the Amalgamation

The companies involved in the Scheme belong to the same promoter group and have an associate relationship. The stated rationale includes:

Unlocking value of the hotel business for existing shareholders of Maple Hotels & Resorts Limited through independent market-driven valuation and listing of its shares pursuant to the Scheme

Providing shareholders of Warren Tea Limited exposure to the hospitality sector through the Transferee Company's ownership of the trademark "Vesta Hotels & Resorts"

Achieving better administrative control and operational efficiency under a combined entity

Prevention of cost duplication and creation of a stronger financial structure

Facilitating resource mobilization and improved cash flows through unified management

Creating a platform for expansion of future business activities

The Scheme, if approved by the requisite majority of shareholders (majority in number representing three-fourths in value of shareholders casting votes), will be subject to subsequent sanction by the NCLT and such other approvals as may be necessary.

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