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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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact9/10
Market Sentiment7/10

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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 [Showing first 8,000 characters — download PDF for full document]