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Emerald Leisures Ltd. Company Meetings
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 285.35 Cr. P/BV -3.39 Book Value (Rs.) -56.00
52 Week High/Low (Rs.) 259/156 FV/ML 5/1 P/E(X) 0.00
Bookclosure 30/09/2024 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2026-03 

Your directors have pleasure in presenting the 92nd Annual Report of Emerald Leisures Limited ("ELL"/
"the Company") along with the Audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL PERFORMANCE OF THE COMPANY: (Rs. In Lakhs)

Particulars

Standalone

Consolidated

F Y 2025-2026

F Y 2024-2025

F Y 2025-2026

F Y 2024-2025

Revenue from Operations

1651.91

1500.34

1651.91

1500.34

Other Income

22.24

22.95

18.38

22.95

Total Income

1674.15

1523.29

1670.29

1523.29

Profit before Dep. & Int.

(670.35)

(861.31)

(674.22)

(861.31)

Less: Depreciation & Amortization

181.82

218.53

181.82

218.53

Profit after Depreciation & Interest and before Tax

(852.17)

(1079.84)

(856.04)

(1079.84)

Tax Expenses

0

0

0

0

Profit/ Loss after Tax from continuing operations

(852.17)

(1079.84)

(856.04)

(1079.84)

The company continues to be engaged in the Hospitality and in new segment Real Estate business.

During the financial year 2025-26, the Company recorded total income of Rs. 1,674.15 Lakhs on standalone
basis as against Rs. 1,523.29 Lakhs in the previous financial year, registering an increase of Rs. 150.86
Lakhs. Revenue from operations also increased to Rs. 1,651.91 Lakhs from Rs. 1,500.34 Lakhs in the
previous year. Other income marginally decreased from Rs. 22.95 Lakhs to Rs. 22.24 Lakhs.

The Company reported a loss before depreciation, interest and tax of Rs. 670.35 Lakhs as compared to loss
of Rs. 861.31 Lakhs in the previous year, showing improvement in operational performance. Further,
depreciation and amortization expenses reduced from Rs. 218.53 Lakhs to Rs. 181.82 Lakhs during the
year. Consequently, loss after tax reduced to Rs. 852.17 Lakhs during FY 2025-26 as against Rs. 1,079.84
Lakhs in FY 2024-25, reflecting an overall reduction in losses by Rs. 227.67 Lakhs.

On consolidated basis, the Company recorded total income of Rs. 1,670.29 Lakhs during FY 2025-26 as
compared to Rs. 1,523.29 Lakhs in the previous year. Consolidated loss after tax stood at Rs. 856.04 Lakhs
as against Rs. 1,079.84 Lakhs in FY 2024-25, indicating improvement in the overall financial performance
of the Company.

OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:

(i) OPERATIONS FOR THE PERIOD:

The operations of the Company during FY 2025-26 continued to show improvement with better business
performance and increased operational activities. The Company focused on enhancing operational
efficiencies, cost optimization and strengthening its business presence during the year. Total Income for

FY 2025-26 was Rs. 1674.15 Lakhs as compared to Rs. 1523.29 Lakhs in FY 2024-25. The operational costs
remained under control due to effective management and improved efficiencies. The Company reported
net loss of Rs. 852.17 Lakhs for FY 2025-26 as compared to net loss of Rs. 1079.84 Lakhs for FY 2024-25.

(ii) FUTURE OUTLOOK:

An analysis of the financial results is given in the Management Discussion & Analysis, which forms part of
the Annual Report.

The Company continues to focus on strengthening its operations, improving efficiencies and developing
alternate revenue streams for sustainable growth. During the year, the Company has made significant
progress towards commencement of real estate business. The Management is pleased to inform that the
Company has successfully obtained the most basic and important approval of LOI (Letter of Intent) for its'
real estate project at Chembur in April'26 & is now working hard for obtaining further approvals
necessary to kick-start the project. The Company expects to receive all the necessary approvals and start
the project by Q3 of this financial year and is simultaneously working to secure financial closure for
funding the project cost. The Management is confident that the real estate business shall contribute
significantly to the revenues of the Company in the years to come.

The Management is committed to maintaining the facilities in good condition, retaining a capable team
and implementing measures that will further strengthen the operational and financial position of the
Company in the years ahead. The Management is also exploring possibilities of expansion of existing
business of the Company by adding new and modern facilities and increasing the capacity of existing
facilities in order to boost revenues from existing revenue streams. The Management draws attention
towards the fact that the business continues to be influenced by global geopolitical situation, overall
economic growth, tourism trends and general business sentiment prevailing in the market. However,
considering the growing trend of tourism, increase in disposable income & inclination of people towards
wellness and leisure, the Management remains optimistic about the future prospects of the Company and
is confident of achieving better performance and enhanced revenues in the coming years.

The Company has continued to meet its financial commitments despite various business challenges and is
actively working for establishing new revenue streams that would contribute towards strengthening its
operations and overall financial position.

DIVIDEND:

The Chairman informed the Board that in view of current year losses and accumulated losses it would be
prudent, not to recommend payment of dividend on Equity Share Capital of the Company for the
Financial Year ended 31st March, 2026. The Board after discussion on the matter, decided not to
recommend any dividend on Equity Share Capital of the Company for the financial year ended 31st
March, 2026.

REVENUE:

The Company has earned gross revenue of Rs. 1674.15 lakhs in FY 2025-26 under review as compared to Rs. 1523.29
lakhs in FY 2024-25. The Company has an EBIT of Rs. -852.17 lakhs as compared to EBIT of Rs. -1079.84 lakhs in FY
2024-25 & negative PAT (loss) of Rs. 852.17 lakhs as compared to negative PAT (loss) of Rs.1079.84 lakhs in FY 2024-25.

AMOUNTS TRANSFERRED TO RESERVES:

In view of the current year's losses the Board of the Company does not recommend transfer of any amount to
reserves.

SHARE CAPITAL:

Authorized Share Capital

There was no change in Authorized share capital of the company during the financial year 2025-26.

"The Authorised Share Capital of the Company is Rs.68,00,00,000/- (Rupees Sixty-Eight Crore) comprising
of Rs. 180,000,000/- (Rupees Eighteen Crore) divided into 3,60,00,000 (Three Crore Sixty Lacs) Equity
Shares of Rs.5/- (Rupees Five) each and Rs.500,000,000 (Rupees Fifty Crore) divided into 50,00,000 (Fifty
Lacs) Non-Cumulative Redeemable Preference Shares of Rs.100/- (Rupees Hundred) each."

Paid-up Share Capital

There was no change in the Paid-up Share Capital of the Company during the financial year 2025-26. The
Paid-up Share Capital of the Company as on March 31, 2026 stood at Rs. 7,50,93,000/- divided into
1,50,18,600 Equity Shares of Rs. 5/- each.

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the
notes to the financial statements provided in the Annual Report.

The Register of Loan, Guarantee, Security and Investment is maintained in Form MBP-2 under section 186
of the Act, 2013 which is available for inspection during the business hours on all working days.

FIXED DEPOSITS

Your Company has not accepted any deposit within the meaning of provisions of Chapter V of the Act,
read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2026.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has entered into related party transactions during the financial year 2025-26 in the ordinary
course of business and on arm's length basis. The transactions entered into were repetitive in nature and
did not attract the provisions of Section 188(1) of the Companies Act, 2013 read with the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the
Companies Act, 2013 in Form AOC-2 is annexed as "ANNEXURE - I" to the Board's Report.

(i) Director Retiring by Rotation:

In terms of Section 152(6) of the Companies Act, 2013 and the Articles of Association of your Company,
Mr. Jashwant Bhaichand Mehta (DIN: 00235845) and Mr. Nikhil Vinod Mehta (DIN: 00252482), Directors
of the Company are liable to retire by rotation at the 92nd Annual General Meeting as they are holding
office for the longest period and their appointment shall be liable to retire by rotation.

Mr. Jashwant Bhaichand Mehta (DIN: 00235845) and Mr. Nikhil Vinod Mehta (DIN: 00252482) has
confirmed his willingness to accept the office of the Director of your Company, if confirmed by the
Members at the ensuing Annual General Meeting. In the opinion of your Directors Mr. Jashwant
Bhaichand Mehta (DIN: 00235845) and Mr. Nikhil Vinod Mehta (DIN: 00252482) have requisite
qualifications and experience and therefore, your directors recommend that the proposed resolution
relating to the re-appointment Mr. Jashwant Bhaichand Mehta and Mr. Nikhil Vinod Mehta be passed.

(ii) Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

A) Mr. Rajesh M. Loya, Whole Time Director- CFO

B) Mr. Nikhil V. Mehta, Executive Director - CEO

C) Mr. Kapil Purohit, Company Secretary & Compliance Officer

(iii) Declaration of Independence by Independent Director:

All the Independent Directors have given their declarations stating that they meet the criteria of
independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ('the Listing
Regulations'). In the opinion of the Board, they fulfil the conditions of independence as specified in the Act
and the Listing Regulations and are independent of the management.

(iv) Separate Meeting of Independent Directors & Evaluation Process:

Mr. Ramaswamy Vaidyanath, Mr. Aniruddha Joshi and Mr. Vaibhav Agarwal, Independent Directors of
the Company, had a separate meeting during the financial year, in terms of Schedule IV to the Companies
Act, 2013 and the SEBI LODR, where the performance of Non-Independent Directors, the Board as a
whole, and the Chairman of the Company was reviewed together with the assessment of the quality,
quantity, and timeliness of the flow of information between the management of the Company and the
Board as well as overview of succession planning, risk management, internal controls and prioritization of
strategic objectives and Board efficiency. The Nomination and Remuneration Committee also conducted a
similar evaluation exercise. The evaluation concluded that the Board, it's Committees and individual
Directors continue to function effectively and remains well balanced and diverse with a strong mix of
relevant skills, expertise, and experience.

Based on the framework of Internal Financial Controls and compliance systems established and
maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors
including audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the
reviews performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's Internal Financial Controls were adequate and effective
during the Financial Year 2025-26.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best
of their knowledge and ability, confirm that:

(i) in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable
Accounting Standards had been followed along with proper explanation relating to material
departures, wherever applicable;

(ii) for the financial year ended March 31, 2026, such accounting policies as mentioned in the Notes to the
Financial Statements have been applied consistently and judgments and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit / loss of the Company for the financial year ended
March 31, 2026;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(iv) the annual financial statements have been prepared on a going concern basis;

(v) proper internal financial controls were followed by the Company and that such internal financial
controls are adequate and were operating effectively; and

(vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

Considering the nature of the activities of the Company, the information required under Sub-section
(3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 to be
disclosed relating to the conservation of energy and technology absorption is provided as "ANNEXURE
II" to the Board's Report.

There is no foreign technology involved/ absorbed. During the year under review, the Company has
neither earned any foreign exchange nor incurred any expenditure in foreign exchange.

BOARD'S DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse Board in enhancing the quality of its
performance and governance practices. The Company believes that a diverse Board enables efficient
functioning through differences in thought, perspective, experience, knowledge, skills, regional and
industry expertise, thereby strengthening the Company's ability to achieve sustainable growth and
maintain its competitive advantage.

As on March 31, 2026, the Board of the Company comprised of Eight Directors with an optimum
combination of Executive, Non-Executive and Independent Directors, including Woman Director, in
compliance with the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The composition of the Board reflects an
appropriate mix of qualifications, experience and expertise across various fields.

In terms of the applicable provisions of the SEBI Listing Regulations, the Company has in place a
Familiarization Programme for Independent Directors to familiarize them with their roles, rights and
responsibilities, the nature of the industry in which the Company operates, business model, operations,
regulatory environment and other relevant matters. The details of such Familiarization Programme are
available on the website of the Company.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the annual
performance evaluation of the Board, its committees and individual Directors was carried out during the
year. The evaluation was conducted through a structured process covering various aspects including
composition of the Board and Committees, effectiveness of meetings, participation and contribution of
Directors, strategic guidance, governance practices, flow of information and functioning of the Board and
Committees.

The Board evaluated the performance of individual Directors, including Independent Directors, based on
criteria such as attendance, participation, contribution to discussions, guidance provided to the
management and safeguarding the interests of stakeholders. The performance of the Chairperson,
Committees and the Board as a whole was also reviewed and found satisfactory.

The Independent Directors, in their separate meeting held during the year, reviewed the performance of
the Non-Independent Directors, the Board as a whole and the performance of the Chairperson of the
Company, taking into account the views of Executive and Non-Executive Directors.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2025-26, Six Meetings of the Board of Directors were convened and held in
compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The last Annual General Meeting of the Company was held
on September 30, 2025.

The gap between any two consecutive Board Meetings did not exceed the period prescribed under the
Companies Act, 2013 and the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India.

COMMITTEES OF THE BOARD:

Currently, the Board has constituted three Committees, namely the Audit Committee, Nomination and
Remuneration Committee and Stakeholders' Relationship Committee. During the Financial Year 2025-26,
the composition of these Committees was in compliance with the applicable provisions of the Companies
Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Audit Committee functions in accordance with the terms of reference prescribed under Section 177 of
the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and also acts as the "Those
Charged With Governance (TCWG)" for the purpose of oversight of financial reporting and audit
processes.

Name of Committee

No. of Meetings held

Audit Committee

5

Nomination and Remuneration Committee

3

Stakeholder's Relationship Committee

2

AUDITORS:

A). STATUTORY AUDITORS:

In accordance with Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s P. G.
Bhagwat Chartered Accountants LLP (Firm Registration Number: 101118W/ W100682) has been
appointed as Statutory Auditors of the Company to hold office for a period of Five years commencing
from the conclusion of 88th AGM until the conclusion of the 93rd Annual General Meeting of the Company
to be held in year 2027.

The requirement for the annual ratification of Auditors appointment at the Annual General Meeting has
been omitted pursuant to Companies (Amendment) Act, 2017 notified on 7th May, 2018. Accordingly, no
resolution is being proposed for ratification of the appointment of statutory auditors at the ensuing
Annual General Meeting.

During the year, the statutory auditors have confirmed that they satisfy the independence criteria required
under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India

The Statutory Auditor's report to the Members on the standalone and consolidated financial statement for
the year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or any
disclaimer. During the year, there were no instances of fraud reported by the Statutory Auditors as per
Section 143(12) of the Act.

B). SECRETARIAL AUDITOR:

The Company had appointed M/s. Zankhana Bhansali & Associates, Practicing Company Secretaries
(FCS No.: 9261), as Secretarial Auditor of the Company
for conducting the Secretarial Audit for the
Financial Year 2025-26 pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Rules made thereunder.

The Secretarial Audit Report for the Financial Year 2025-26 forms part of the Annual Report as
"
ANNEXURE III" to the Board's Report.

The Secretarial Audit Report for the Financial Year ended March 31, 2026 does not contain any
qualification, reservation, adverse remark or disclaimer except as stated in Annexure III to the Board's
Report.

Pursuant to the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members of the
Company at the 91st Annual General Meeting held on September 30, 2025 approved the appointment of
M/s. Zankhana Bhansali & Associates, Peer Reviewed Company Secretaries in Practice, as Secretarial
Auditors of the Company for a term of 5 (Five) consecutive years commencing from the conclusion of the
91st Annual General Meeting till the conclusion of the 96th Annual General Meeting of the Company to be
held in the year 2030.

M/ s. Zankhana Bhansali & Associates have confirmed that they are eligible for continuing as Secretarial
Auditors of the Company and that they are not disqualified to act as Secretarial Auditors under the
provisions of the Companies Act, 2013 and the SEBI Listing Regulations.

SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.

The details of the pending cases with various authorities are mentioned in the notes to Financial
Statements.

EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) Section 92(3) of the Companies Act, 2013, an extract of the annual
return of the company for the financial year ended 31st March, 2026 in the prescribed format is appended
& uploaded on Company website as link under
www.clubemerald.in.

WEB LINK OF ANNUAL RETURN:

The Company is having website i.e. www.clubemerald.in and the annual return of Company has been
published on such website.

https://corporate.clubemerald.in/Draft MGT 7 Annual Return 2025 26.pdf

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has established and maintained an adequate and effective internal financial control system
commensurate with the nature, size and complexity of its business operations. The internal control
framework is designed to ensure orderly and efficient conduct of business, adherence to the Company's
policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, accuracy
and completeness of accounting records and timely preparation of reliable financial information.

The internal control systems also ensure that all transactions are properly authorized, recorded and
reported in accordance with the applicable laws, accounting standards and established policies of the
Company.

COST RECORD:

The provisions relating to maintenance of cost records and requirement of Cost Audit as prescribed under
Section 148 of the Companies Act, 2013 read with the applicable Rules made thereunder are not applicable
to the Company for the financial year under review.

SECRETARIAL STANDARDS:

The Board confirms that the Company has complied with the applicable provisions of the Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central
Government under Section 118(10) of the Companies Act, 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to providing and maintaining a safe, secure and respectful work environment
free from sexual harassment and discrimination for all its employees. In line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH
Act"), the Company has adopted a Policy on Prevention of Sexual Harassment at Workplace.

The Policy is applicable to all employees of the Company including permanent employees, contractual
personnel, trainees, interns, consultants and temporary employees across all locations of the Company.
The Company has also constituted an Internal Complaints Committee ("ICC") in compliance with the
provisions of the POSH Act to redress complaints relating to sexual harassment at workplace.

The ICC functions in accordance with the prescribed procedures and ensures timely and fair investigation
of complaints received, while maintaining confidentiality and protection of the interests of all concerned
parties. Periodic awareness and sensitization initiatives are also undertaken by the Company to promote a
healthy and inclusive work culture.

During the financial year ended March 31, 2026, no complaint pertaining to sexual harassment was
received by the Company and accordingly, no complaint remained pending as on March 31, 2026.

MATERIAL CHANGES AFFECTING THE COMPANY:

No material changes or commitments affecting the financial position of the Company have occurred
between the end of the financial year i.e. March 31, 2026 and the date of this Report.

PARTICULARS OF EMPLOYEES:

a) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

The remuneration and perquisites provided to our employees including that of the Management are on a
par with industry levels. The Nomination and Remuneration Committee continuously reviews the
compensation of our senior executives to align both the short-term and long-term business objectives of
the Company and to link compensation with the achievement of measurable performance goals.

Remuneration paid to Board of Directors & KMP of the Company:

Name of Director

Title

Remuneration
in financial year
2025-2026

Remuneration
in Financial Year
2024-2025

No. of shares
held in the
Company

Mr. Nikhil Vinod
Mehta

Executive Director &
Chief Executive
Officer

NIL

NIL

46,74,510

Mr. Rajesh Loya

Whole Time Director
& CFO

24,75,000

NIL

1,082

Mr. Jaydeep Vinod
Mehta

Executive Director

NIL

NIL

46,74,566

Mr. Jashwant B Mehta

N on-Executive
Director

NIL

NIL

8,64,440

Ms. Dhwani Mehta

Non-Executive
Women Director

NIL

NIL

NIL

Mr. Ramaswamy
Vaidyanathan

Non-Executive
Independent Director

NIL

NIL

NIL

Mr. Aniruddha Joshi

Non-Executive
Independent Director

NIL

NIL

1,192

Mr. Vaibhav Agarwal

Non-Executive
Independent Director

NIL

NIL

NIL

Mr. Kapil M. Purohit

Company Secretary

11,10,000

7,80,000

NIL

During the Financial Year 2025-2026 the Company had an average count of 46 employees on the payroll of
the Company.

b). Information as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014

The information required under Section 134 read with Rule 5 of Companies (Appointment &
Remuneration of Managerial Personnel) Rules for the year ended 31st March, 2026 is not applicable to the
Company as none of the employee is drawing remuneration more than the limits presently specified
under the said rules.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
("CSR") were not applicable to the Company during the financial year 2025-26, as the Company did not
meet the prescribed criteria requiring constitution of CSR Committee and undertaking CSR activities.

RISK MANAGEMENT POLICY:

The Company recognizes that effective risk management is an integral part of good governance and
essential for achieving its business objectives and sustaining long-term growth. Accordingly, the Company
has formulated and implemented a Risk Management Policy for identification, assessment, monitoring
and mitigation of various risks associated with the business and operations of the Company. The Policy
also facilitates strengthening of internal controls and informed decision-making processes across the
organization. The said Policy is available on the website of the Company at www.clubemerald.in under
the "Policies" section.

The Management and the Board of Directors continuously review and monitor the risks faced by the
Company including strategic, operational, financial, credit, market, liquidity, legal, regulatory,
cybersecurity and other emerging risks. Appropriate risk mitigation mechanisms and internal control
systems have been established to identify and address such risks in a timely and effective manner.

The Company has adequate risk management framework and internal control infrastructure
commensurate with the size and nature of its business to ensure smooth business operations, safeguarding
of assets and compliance with applicable laws and regulations.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

There were no significant or material orders passed by any Regulators, Courts or Tribunals during the
financial year under review which would impact the going concern status of the Company or its future
operations.

Further, no application was made or any proceeding was pending against the Company under the
Insolvency and Bankruptcy Code, 2016 during the financial year 2025-26. The Company has also not
entered into any one-time settlement with any Bank or Financial Institution during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, a brief note on Management
Discussions and Analysis of the results for the year under review is given in Annexure which forms part
of the Directors' Report

WHISTLE BLOWER POLICY:

The Company is committed to maintaining the highest standards of ethical conduct, transparency and
integrity in all its business activities. In compliance with the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has
established a Vigil Mechanism and adopted a Whistle Blower Policy to provide a formal mechanism for
Directors and employees to report genuine concerns regarding unethical behavior, actual or suspected
fraud, violation of the Company's Code of Conduct or any other improper activities.

The mechanism provides adequate safeguards against victimization of persons who use such mechanism
and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Audit Committee periodically reviews the functioning of the Vigil Mechanism.

The Whistle Blower Policy is available on the website of the Company at www.clubemerald.in under the
"Policies" section.

INDUSTRIAL RELATIONS:

The industrial relations and employee relations across the organization remained cordial and harmonious
throughout the financial year under review. The Company continues to value its human resources and
maintains a healthy, safe and positive work environment conducive to growth and productivity.

ACKNOWLEDGEMENT:

Your directors wish to place on record their sincere appreciation for the continued support and co¬
operation received from the shareholders, customers, business associates, bankers, regulatory authorities
and all other stakeholders.

The Directors also express their deep appreciation for the commitment, dedication and valuable
contribution made by the employees of the Company at all levels during the year under review. The
continued support and efforts of the employees have been instrumental in the growth and performance of
the Company.

For and on Behalf of Board of Directors,

Emerald Leisures Limited

Sd/- Sd/-

Rajesh M. Loya Nikhil V. Mehta

Whole Time Director& CFO Executive Director& CEO

DIN: 00252470 DIN: 00252482

Date: 30th June, 2026
Place: Mumbai


 
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