Warren Tea Ltd Management Discussions

In order to avoid duplication between the Directors Report and Management Discussions & Analysis, your Directors give a composite summary of the business and functions of the Company in the following pages.

Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates disclosure under specific heads which are given in the following paragraphs and which continue to be followed in the usual course of the Companys business over the years in discussion amongst the Directors and Senior Management Personnel.

1. (a) Industry Structure and Developments

The Company presently operates substantially as an investment and treasury-oriented enterprise with income streams arising from investments, deposits, advances and rental assets. During the year under review, the Indian financial markets witnessed heightened volatility owing to geopolitical tensions in West Asia, persistent inflationary pressures and the resultant uncertainty in crude oil prices and global capital flows. These developments adversely affected the valuation of equity shares and mutual fund investments across industries. Simultaneously, the regulatory environment under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 continued to evolve with greater emphasis on governance, transparency and restructuring compliance.

The Company also undertook substantial initiatives towards amalgamation with its associate entity, namely Maple Hotels & Resorts Limited, and made considerable progress in relation thereto including applications before regulatory and judicial authorities. The proposed scheme of arrangement and merger received procedural advancement including directions for meetings of shareholders and creditors pursuant to proceedings before the National Company Law Tribunal (NCLT).

(b) Opportunities and threats

The proposed merger presents a significant opportunity for diversification, consolidation of resources and unlocking of long-term value through operational and financial synergies. The management expects that the amalgamation, upon obtaining requisite approvals, may broaden the Companys asset base and business opportunities while improving operational flexibility.

At the same time, the Company remains exposed to fluctuations in capital markets, changes in interest rate cycles, volatility in investment valuations and macroeconomic uncertainties arising from geopolitical disturbances including the ongoing West Asia crisis and global oil market disruptions. Rising inflationary pressures and uncertain market sentiments may continue to impact investment returns and treasury income in the near term.

(c) Segment-wise or Product-wise Performance

The Companys principal income during the year arose from treasury and property-related activities. Income from investments amounted to approximately INR 17.89 lacs, while interest income from deposits aggregated approximately INR 61.02 lacs. Interest income from other financial assets and advances stood at approximately INR 34.07 lacs and rental income contributed approximately INR 56.25 lacs during the year under review.

The investment portfolio of the Company experienced adverse mark-to-market valuation impacts owing to the broad-based correction in capital markets and decline in mutual fund and equity valuations during the year. Consequently, despite stable recurring income from deposits and rental assets, the Company incurred losses for the financial year.

(d) Outlook

The Company remains cautiously optimistic regarding the forthcoming financial year. Stable recurring income from rent and interest-bearing financial assets is expected to continue supporting liquidity and operational sustainability. Further, the proposed merger with Maple Hotels & Resorts Limited is expected to create long-term strategic advantages and strengthen the Companys future prospects.

Subject to improvement in macroeconomic conditions and stabilization of global geopolitical tensions, the management anticipates gradual recovery in capital markets and corresponding improvement in the valuation of the Companys investment portfolio. The Company also expects that completion of the restructuring process may open new avenues of growth and diversification.

(e) Risks & Concerns

The Company is exposed to market risks associated with fluctuations in equity and mutual fund valuations, interest rate movements and macroeconomic instability. Geopolitical developments, including the international oil crisis and conflicts in West Asia, continue to affect investor confidence and financial markets globally.

<p >The Company also faces regulatory and procedural risks relating to the proposed merger and restructuring process, including receipt of statutory, judicial and regulatory approvals within expected timelines. In addition, prolonged volatility in financial markets may continue to impact profitability and investment returns.

(f) Internal Control Systems & their Adequacy

The Company maintains adequate internal control systems commensurate with the size, nature and complexity of its operations. Internal controls are designed to provide reasonable assurance regarding safeguarding of assets, maintenance of proper accounting records, accuracy and completeness of financial reporting and compliance with applicable laws and regulations.

The Company follows established procedures for authorization, recording and monitoring of financial transactions and has implemented checks and controls over treasury operations, accounting processes and statutory compliance. Internal financial controls are periodically reviewed by management and auditors to ensure their effectiveness and adequacy.

(g) Financial Discussion on Performance with respect to Operational Performances

During the financial year under review, the Company earned moderate recurring income from treasury operations and rental activities. However, profitability was adversely affected due to diminution in the value of investments resulting from volatility in the capital markets triggered by geopolitical tensions and the global oil crisis.

Further, the Company incurred increased expenditure towards consultancy fees, valuation reports, legal and professional charges and other compliance-related costs in connection with the proposed amalgamation and restructuring exercise. These extraordinary and strategic expenditures, coupled with depressed market conditions, contributed significantly to the losses reported during the year.

Despite the short-term financial impact, the management believes that the restructuring initiatives undertaken during the year are expected to strengthen the Companys long-term financial and operational position.

(h) Material Developments in Human Resources/Industrial Relations Front including number of people employed

The Company continued to maintain cordial and harmonious industrial relations during the year. Given the limited and specialized nature of its operations, the Company operates with a lean organizational structure comprising managerial, accounting, secretarial and administrative personnel.

There were no significant industrial disputes or labour issues during the year under review. The Company continues to focus on employee engagement, regulatory compliance and maintenance of an efficient and professional work environment. The number of employees remained broadly stable during the year, commensurate with the miniscule scale and requirements of operations.

(i) Details of significant changes in Key Financial Ratios along with detailed explanations therefor.

Details of significant changes (25% or more as compared to the immediately previous Financial Year) in key financial ratios in 2025-26

Particulars	Variation (%) Increase/ (Decrease) over previous Financial Year	Explanations
Debtors Turnover Ratio	N.A.
Inventory Turnover Ratio	N.A.	The Company has exited tea plantation and wholesale marketing of teas during 2022-23. During the year 2025-26, the Company did not have any production or Sales. Neither it required any working capital borrowed from financial institutions. Hence the functional ratios would be not applicable.
Interest Coverage Ratio	N.A.
Current Ratio	N.A.
Debt Equity Ratio	N.A.
Operating Profit Margin ( %)	N.A.
Net Profit Margin ( %)	N.A.

(j) Details of Changes in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.

The Return on Net Worth for the year was 0.72% as compared to (0.98%) in the immediate previous financial year.

As the Company has consolidated and strengthened its financial position by disposing off all its existing four tea estates, the Return on net worth shows the positive trend.