Emerald Leisures Ltd Directors Report

To,

The Members,

Your directors have pleasure in presenting the 92 nd 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 April26 & 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 years 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 arms 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 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. 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, 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 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 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 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 Companys 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
Stakeholders 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 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, 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 Boards 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 Boards 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 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, 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 Companys 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 Companys 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 cooperation 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