Emerald Leisures Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting the 91 st Annual Report of Emerald Leisures Limited (ELL/ the Company) along with the Audited Financial Statements for the financial year ended March 31, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	F Y 2024-2025	F Y 2023-2024	F Y 2024-2025	F Y 2023-2024
Revenue from Operations	1500.34	1578.84	1500.34	1578.84
Other Income	22.95	80.47	22.95	80.47
Total Income	1523.29	1659.31	1523.30	1659.31
Profit before Dep. & Int.	(861.31)	(725.84)	(861.31)	(725.84)
Less: Depreciation & Amortization	218.53	247.32	218.53	247.32
Profit after Depreciation & Interest and before Tax	(1079.84)	(973.17)	(1079.84)	(973.17)
Tax Expenses	0	0	0	0
Profit/ Loss after Tax from continuing operations	(1079.84)	(973.17)	(1079.84)	(973.17)

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

The Company has incurred a Net Loss of Rs. 1079.84 lakhs for the year ended 31.03.2025 as compared to the previous years Net Loss of Rs. 973.17 Lakhs. The increase in loss has been 10.96% over previous years loss. However, there are no significant and material events impacting the going concern status and Companys operations in future.

OPERATIONS FOR THE PERIOD AND FUTURE OUTLOOK:

(i) OPERATIONS FOR THE PERIOD:

The revenue for the period has come only from the Hospitality Division as the operations for the real estate division are under active implementation. The operations of the Company for FY 24-25 have been quite stable and the revival witnessed in the last year post COVID, has more or less sustained. Total Income for FY2024-25 was Rs.1523.30 Lakhs. The operational costs remained well within control due to better operational efficiencies. The Company reported net loss of Rs.1079.84 Lakhs for FY 2024-25 as compared to net loss of Rs.973.17 Lakhs for FY 2023-24. While Company has been fairly successful in keeping cost under control & make substantial savings in finance cost, licence fees, bad debts and commission expenses it had to bear higher electricity cost & property taxes. Further, the major setback was fall in room revenue owing to disruptions caused by geopolitical tensions which resulted in lower footfall of business travellers and lower demand for rooms due to shifting of weddings and other bigger events to out of Mumbai destinations.

The Company has made good progress in the direction of establishing its real estate division. During this financial year, the Company has successfully closed the transaction for purchase of plot of land with building adjacent to its existing plot of land on which proposed real estate development is being planned in order to increase the development potential and more efficient use of the available FSI. The Company has also ventured into partnership with Gala Group with 51% share in the SPV for undertaking redevelopment of plot of lands to be acquired in near future. The Company has in total invested Rs.23.42 crores in this division as on 31.03.25.

The Company has successfully managed to meet its financial commitments in spite of challenging scenario. The company is also looking closely at exploring various business opportunities which will help the Company to garner more business, strengthen its operations & consolidate its financial position.

(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 is working hard to develop alternate revenue streams. The Management is taking all efforts to keep the facilities in good condition and retain the team. The Management is committed to take all such measures that will strengthen the Company and its operations in years to come. The Management wishes to place on record the fact that, the company has still not received approvals for future construction of certain facilities, for which the Company is consistently pursuing with the appropriate authorities and is hopeful of some positive development in time to come. The business of the company is largely dependent on the overall economic growth and general business sentiment prevalent in the market. However, the Management is positive in its outlook and is confident of generating better revenues in future.

The Company has successfully managed to meet its financial commitments in spite of challenging scenario. The company is also looking closely to various business opportunities which will help the Company to garner more business strengthen its operations & 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 31 st March, 2025. 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 31 st March, 2025.

REVENUE:

The Company has earned gross revenue of Rs. 1523.30 lakhs in FY 2024-25 under review as compared to Rs. 1659.31 lakhs in FY 2023-24. The Company has an EBIT of Rs. -1079.84 lakhs as compared to EBIT of Rs. -973.17 lakhs in FY 2023-24 & negative PAT (loss) of Rs.1079.84 lakhs as compared to negative PAT (loss) of Rs.973.17 lakhs in FY 2023-24.

AMOUNTS TRANSFERRED TO RESERVES:

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

SHARE CAPITAL:

Authorized Share Capital

There is no change in Authorized share capital of the company for the Financial Year 2024-2025 except the re-classification of share capital of the company by way of cancellation of unissued shares of one class and increase in shares of another class and consequent alteration in Memorandum of Association.

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

The paid-up share capital of the Company was increased from Rs. 2,50,31,000/- to Rs. 7,50,93,000/- by way of Issue of Rights Shares during the period 2024-25.

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, 2025.

PARTICULARS OF CONTRACT OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no contract(s) / arrangement(s) / transaction(s) entered into by your Company with its related parties, during the year under review as per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulations 23 of SEBI (LODR) Regulations, 2015 except transactions provided in annexures 1

Particulars of contract or arrangements made with related parties referred to section 188 (1) of the Companies Act, is prescribed in Form AOC -2 as ANNEXURE 1 to Boards Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(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. Jaydeep Vinod Mehta (DIN: 00252474), Executive Director and Ms. Dhwani Mehta (DIN:07105522), Non-Executive Director of the Company are liable to retire by rotation at the 91st Annual General Meeting as they are holding office for the longest period and appointment shall be liable to retire by rotation.

Mr. Jaydeep Vinod Mehta and Ms. Dhwani Mehta has confirmed their 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. Jaydeep Vinod Mehta and Ms. Dhwani Mehta have requisite qualifications and experience and therefore, your directors recommend that the proposed resolution relating to the re-appointment Mr. Jaydeep Vinod Mehta and Ms. Dhwani 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. Amit Shah, Mr. Gautam Shah, and Mr. Maneesh Taparia, 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, its Committees and individual Directors continue to function effectively and remains well balanced and diverse with a strong mix of relevant skills, expertise, and experience.

DIRECTORS RESPONSIBILITY STATEMENT

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 Companys Internal Financial Controls were adequate and effective during the Financial Year 2024-25.

Pursuant to the provisions of Section 134(5) of the Act, 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, 2025, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(ii) for the financial year ended March 31, 2025, 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 of the Company for the financial year ended March 31, 2025;

(iii) proper and enough care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act 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 devised to ensure compliance with the provisions of all applicable laws were in place 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 2 to the Boards 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.

BOARDS DIVERSITY AND EVALUATION:

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage difference in thought, perspective, knowledge, skill, regional and industry experience which will help us retain our competitive advantage.

At present, your Company has Eight Directors and pursuant to the Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations your Company complies with this requirement. In terms of the Listing Regulations, your Company conducts the Familiarization Program for Independent Directors about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same are displayed on the website of the Company.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the parameters specified by the Nomination and Remuneration Committee. The exercise was carried out through a structured evaluation process covering various aspects of the functioning of the Board and its Committees. Individual Directors were evaluated separately on basis of their respective designations and roles.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2024-25, the Board of Directors met eight times and the last Annual General Meeting was held on 30 th September, 2024. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

COMMITTEES OF THE BOARD:

Currently, the Board has three committees: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee. For the Financial year 2024-2025, the composition of the Committee is as per the applicable provisions of the Act, Regulations and Rules:

Name of Committee	No. of Meetings held
Audit Committee	5
Nomination and Remuneration Committee	1
Stakeholders Relationship Committee	1

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 88 th 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 7 th 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 Auditors report to the Members on the standalone and consolidated financial statement for the year ended March 31, 2025 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 has appointed M/ s. Zankhana Bhansali & Associates, Practicing Company Secretary (FCS No: 9261) as a Secretarial Auditor to conduct the Secretarial Audit of the Company for the Financial Year 2024-2025, as required under Section 204 of the Companies Act, 2013 and Rules there under.

The Secretarial Audit Report for F.Y.2024-2025 forms part of the Annual Report as ANNEXURE 3 to the Boards Report.

The Auditors Report for the Financial Year ended 31 st March, 2025 does not contain any qualification or reservation or adverse remark except mentioned in annexure 3.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have approved and recommended the appointment of M/s. Zankhana Bhansali & Associates, Peer Reviewed Company Secretary in Practice (FCS No: 9261) as Secretarial Auditor of the Company, for a term of 5 (Five) consecutive years from the conclusion of ensuing AGM till the conclusion of 96 th (Ninety Six) AGM of the Company to be held in the Year 2030, for approval of the shareholders at the ensuing AGM of the Company. Brief resume and other details of M/s. Zankhana Bhansali & Associates, Company Secretary in Practice, are separately provided in the explanatory statement to the Notice of AGM.

M/s. Zankhana Bhansali & Associates have given their consent to act as Secretarial Auditor of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules and SEBI Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act and 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 Companys 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 31 st March, 2025 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_Form_MGT-7_Annual_Return_2024_25.pdf INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has designed a proper and adequate internal control system to ensure the following viz. a) adherence to Companys policies, b) safeguarding of assets, and c) that transactions are accurate, complete and properly authorized prior to execution.

COST RECORD:

The provision of Cost audit as per section 148 is not applicable to the Company.

SECRETARIAL STANDARDS:

The Board confirms compliance of the provisions of the Secretarial Standards notified by the Institute of Company Secretaries of India (ICSI).

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

Your Company has in place an Anti-Sexual Harassment Policy in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. This policy applies to all categories of employees of the Company, including permanent management and workmen, temporaries, trainees and employees on contract at their workplace or at client sites. Internal Complaints Committee(s) (ICC) has been set up to redress complaints received regarding sexual harassment. The cases reported to such Committee(s) are investigated by the respective Committee(s) members and the detailed report thereon is presented to the Board of Directors on a regular basis. During the year under report, your Company did not receive any case of sexual harassment and hence as at March 31, 2025, there were no pending cases of anti-harassment in your Company.

MATERIAL CHANGES AFFECTING THE COMPANY:

During the year the Company has issued Rights Shares and as a result there has been a change in the Companys capital structure and promoter holdings.

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 of the Company:

Name of Director	Title	Remuneration in financial year 2023-2024	Remuneration in Financial Year 2024-2025	No. of shares held in the Company
Mr. Jashwant B Mehta	Non-Executive Director	NIL	NIL	8,64,440
Mr. Nikhil Vinod Mehta	Executive Director and Chief Executive Officer	NIL	NA	46,74,510
Mr. Rajesh Loya	Whole Time Director/CFO	NIL	NIL	1,082
Mr. Jaydeep Mehta	Executive Director	NIL	NIL	46,74,566
Mr. Maneesh Taparia	Non-Executive Independent Director	Rs.4,000/- (Sitting fees)	Rs. 4,000 /-	NIL
Ms. Dhwani Mehta	Non-Executive Women Director	NIL	NIL	NIL
Mr. Gautam Shah	Non-Executive Independent Director	Rs.1,000/- (Sitting fees)	Rs. 2,000/-	NIL
Mr. Amit Shah	Non-Executive Independent Director	Rs.3,000/- (Sitting fees)	Rs. 5,000/-	24,788

Remuneration paid to the Key Managerial Personnel of the Company:

Name of KMP	Title	Remuneration in financial year 2023-24	Remuneration in Financial Year 2024-25	No. of shares held in the Company
Mr. Rajesh Loya	Whole time Director/ CFO	NIL	NIL	1,082
Mr. Nikhil V. Mehta	Executive Director & CEO	NIL	NIL	46,74,510
Mr. Kapil M Purohit	Company Secretary and Compliance Officer	Rs. 3,90,000	7,80,000	NIL

During the Financial Year 2024-2025 the Company had an average count of 38 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 31 st March, 2025 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:

Pursuant to Section 135(2) of the Companies Act, 2013 the Boards Report should disclose the responsibility undertaken and committee constituted for the same.

However, your Company has not earned sufficient profits for the financial year 2024-2025 and thus does not require complying with the provisions of Corporate Social Responsibility.

RISK MANAGEMENT POLICY:

The Company recognizes that risk is inherent to any business activity and that managing risk effectively is critical to the immediate and future success of the Company. Accordingly, the Company has established a Risk Management Policy which has helped in overseeing the risks, management of material business risks and also helps in internal control of the Company. The Policy is displayed on the website of the Company, www.clubemerald.in under the heading Policies of Company.

The Management of your Company is vigilant about their responsibility of overseeing and reviewing that the risk that the organization faces such as strategic, financial, credit, market, liquidity, security, property, regulatory or any other risk have been defined and assessed. There is adequate risk management infrastructure in place capable of addressing those risks.

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

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

There is no application/ proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year under review. Further, there are no instances of one-time settlement with any Bank or Financial Institutions.

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 promotes ethical behavior in all its business activities and is in process of establishing a mechanism for reporting illegal or unethical behavior. The Company has thus formed a vigil mechanism and Whistle blower policy under which the employees are free to report violations of the applicable laws and regulations and the Code of Conduct.

The reportable matters would be disclosed to the Audit Committee. The Policy is displayed on the website of the Company www.clubemerald.in under the heading Policies of Company.

INDUSTRIAL RELATIONS:

Industrial Relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT:

The Directors thank. Your directors wish to place on record their appreciation for the dedicated services of the employees of your company at all levels.

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: 06 th September, 2025
Place: Mumbai