BSECompany Update3d ago · 11 Nov 2026, 04:37 pm
CERTIFIED TRUE COPY OF THE ORDER OF THE HON''BLE NATIONAL COMPANY LAW TRIBUNAL ,KOLKATA BRANCH("NCLT")RECEIVED ON 11.11.2026 IS ATTACHED HEREWITH
Warren Tea Ltd-$ · 508494
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Warren Tea Ltd has received the order from the Hon'ble National Company Law Tribunal, Kolkata Bench, sanctioning the Scheme of Amalgamation between Warren Tea Ltd and Maple Hotels & Resorts Ltd. The Scheme will come into effect upon filing of the certified true copy of the order with the Registrar of Companies, Kolkata.
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Warren Tea Ltd-$ - 508494 - Announcement under Regulation 30 (LODR)-Scheme of Arrangement
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,~ Worren eo limited
Date: November 11,2026
The General Manager,
Department of Corporate Services,
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai - 400001
Scrip Code: 508494
Dear Sir,
Sub: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 - Update on the Scheme of Amalgamation
between Warren Tea Limited ("WTL"I "Transferor Company") and Maple I-lotels&
Resorts Limited ("MHRL"I "Transferee Company") and its respective shareholders and
creditors ("Scheme").
This is further to the various disclosures made by the Company in connection with the captioned
Scheme.
We wish to inform you that the Hon'ble National Company Law Tribunal, Kolkata Bench ("NCLT")
vide its order dated November 05, 2026 has sanctioned the Scheme. The certified copy of the order
has been received by us on Novemberll, 2026 and a copy of the same is attached herewith.The
Scheme will come into effect upon filing of certified true copy ofthe order with the Registrar of
Companies, Kolkata.
Warren Tea Limited and Maple Hotels & Resorts Limited will take necessary steps including fixing
the record date for allotment and listing of equity shares of Maple Hotels & Resorts Limited.
This isfor your information and further dissemination.
Thanking You.
Yours faithfully,
For Warren Tea Limited
Ch~hA. (j--
Soma Chakraborty
,. Executive Director &Company Secretary
DIN: 08825627
Encl: as above. CIN:LOl132WB1977PLC271413
website: www.warrentea.com
Registered&Corporate Office: s'" Floor,'Johar Building',P-l, HideLane,Kolkata700073
. Telephone: 03322360025Ernail :corporate@warrentea.com
Form No. CAA"Z
[Pursuant to Secfion 23O and rule 2Ol
IlT THE XA,TIONAL COIilPATY LAW TRIBUITAL
KOLI(ATA BENCH
Company Petition (CAA) No. 66 lKB/ZOZ6
Connected wlth
Company Application (CAA) trto. 34/KB/2026
A petitlon under section z3a read ulth section 232 of the conpanles
Act 2o73; read ,,tti campanLes (conpronises, A*angements
AnaLganatian) RuLes, 2016, and other appLicabLe provtsi ons of Law.
IN THE iIATTER OF:
A Scheme of Amalgamatisn of (Ftnal litotion):
IN THE iIATTER OF:
hIARREN TEA Lri{rrED, a company incorponated under the companies Act,
1956 and belng a company withln the meaning of the companies Act, 2aL3
having conporate rdentification Number 101132t{B1g77pLc27l4t3 and its
registered offlce at lohar Buildlng, p-1, Hide Lane, gth
F1oon,
Bowbazar, Tiretta Bazar, Kolkata- 7aoa73, west Bengal, rndia
"... Transferor Company/petitioner Company No. 1
HAPLE lK,TELs & REsoRTs LU'lrrED, a company incorporated under. the
companies Act, 1956 .and being a company within the meaning of the
companies Act, zat3 having corporate rdentificatlon
Number
uTalaawBloooPLcog],S82 and its registered office at lohan Building, p-
L, Hide Lane, 9th Floon, Kolkata-7AOAI3, West Bengal, India.
..... Transferee Companyl petitioner Company No. z
Page I of2l
UQtd--:y:{-$il
"r *
?- t
COPY
;ERTlFlEn f,f."trRUE
IN THE iIATTER OF:
1. UANREN TEA LIMITED
2.IIAPLE IOTELS & RESORTS LI'iTITEP
....,.PETITIOI{ENS
Orrder Under $ectlon 23O to 23,2
1. The abbve company petition comlng on for furthen hearing on the
uth dai of se.i. ptemti*r'2026'and upon hearing the advocate appeanlng
fon the Petitionens and upon heaning Regional Dlrector, raltern
Region representlng the Centnar Govennment the -Fina1 onder was
passed on 30th day of September 2026,
jit,:.:,., .. 1.,',... -;..,...., , ,
2. This Court is congregated through hybrid
mode.
3. The instant petltion has been fired under section 23g(6) read
with Sectlon 232i3) of the Companies Act, ZO;3
1'.nct;,1
sanctioning trre sciteme op Al4areamnrroru of WARREN TEA LUltro,.
being the Petitibner No. 1 abovena;ned ("Tnansferor company,, on
"Petitioner No. t'' bn "l^Jrl'i) urlth unpuE HorELs & REsoRTs LrmrrED,
being the Petltioner t',|o. 2 ' abovenamed (.,Transfenee company,, or
'rPetitioner No. 2" or' *MHRL") wheneby and wheneunder. the
Transferor compan;r are proposed to be amalgamated with the
Tnansfenee company fr.om the Appointed Date, that is 1'r April, zazs
in the mannen and c;n the tennrs and conditions stated in the saio
Scheme Amalgama+.ibn (..Schemor') :
Details of the petitiorier Companies ii.e as foilovis:
,;ar
,' l>eg!:* of 2|
1i.;1..1
r^ coPY
&F TRUE
cERT|FtEu
SL NATVIE OF THE CO{VIPANY AS PARTY TYPE RELEVANT
N0. COMPANY PER THE ANNEXURE, PAGE
SCHEME NO. AND VOLUME
OF THE CCIUPANY
PETITION
Appointed Date: 1.st Apri1, ZO2S
I I,'IARREN TEA Tnansfenor Petitionen Scheme of
LIMITED Company No. 1 Amalgamatlon is
annexed to the
MAPLE HOTELS Transfenee Peti.tioner
Company Petition
&RESORTS Company No. 2
being Annexure-A
LIMITED
in I
Vo1ume at
Page No. 54-868
4. The Petition has now come up for final heaning. The Ld. Authorized
Repnesentative fon the petitlonens submits as follows:
(a) The scheme was approved by the r.espective Board of Directors
of the Petitionen companies at thein meetings herd on
30th
June, 2025.
(b) The circumstances which justify and have necessitated the
Scheme and the benefits of the same ane, inten a1ia,
follows:
The Tnansferon company and the Tnansfenee company belong to
the same Promoter Group.
b There exists an associate nelationship between the
Transferor Company and ttre Tnansferee Company.
rElqr
Fage 3 of21 /i.,
' .- 1
-i ..
CERTIFIED TO BETRUE COPY
c The Scheme would unlock value of Hotel Business for
existing shaneholders ot the Tnansfenee Company thnough
lndependent market dniven valuation of their shanes, which
will be listed punsuant to the Scheme, along with the
option and flexibility to nemain invested in a pure play
hospitality focused ltsted entlty. In addltion,
shareholders of the Transfenor company shall gain exposure
to the hospitallty sector by vintue of the
Transfenee
Company's ownenship and regi.stnation of the Trade
Mank
"Vesta Hotels & Resorts", The reglstnatlon of the trademark
empowens the shaneholdens of the Transferor Company with
enhanced stnategic influence in the brands future direction
and serves as a valuable asset, confenning si.gnificant
bnand - related advantages to the shareholders of flre
Transferor
Company
d The amalgamation of these Companies will .Iead to betten
administrative contnol and will be convenient for the
Company to operate as a combined entity
e The funds of the Tnansfenor Company will be
mone
effectivery investecl and utilized in advancing the business
objectives of the Thansferee company in the HospitaJ.ity
sector, unden unified management and a consolidatecl
operational framework.
f. The amalgamation wlrl pnovide an oppontunity to revenage
combined assets and build a stnonger sustalnable business.
g. The amargamation will resurt in pnevention of
cost
duplication and 'the resultant openations would
substantially cost efficient. consequently, 'the
Transferee company wirl offer a strong financial structure
Page4oi2t ,-
:-.,
f;ERTIF'ED TO BE TRUE COPY
and facilitate nesource mobilization and achieve betten
cash flows. The synengies created by the amalgamation r,rould
lncnease the openational efflciency and integnate business
functlons.
h. The merger of the Aoplicant Companies will help in cneation
of a platform fon expansion of futune business activities,
and act as a gateway for gnowth and expanding business
openations.
i. This Scheme of Amalgamation does not openate to the
detniment of any stakeholden.
(c) The statutony Auditon of the petitionen No. 2 i.e. Transferee
company has by their certificate dated 3oth June, 2025 confirmed
that the accounting tneatment in the scheme is in conformity
with the accountlng standards prescnibed unden section 133 of
the Companies Act, 2Ot3.
(d) No pnoceedings are pending unden sections 2i.0 to 227 of the
Companies Act, 2AL3 against the petitionens.
(e) The exchange ratlo of shanes in consideration of
Amalgamation has been fixed on a fair and reasonabre basis and
on the basis of the Repont thereon of by cA vidhi chandak,
Registened valuer. A copy of the VaLuation Repont ls annexed to
the company Petitio
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