Emerald Leisures Limited — AGM Information 2024

Sep 6, 2024

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Date: 06/09/2024

To,

The Department of Corporate Services

BSE Limited

P.J. Towers, Dalal Street, Mumbai - 400 001

Scrip Code: 507265; Scrip Symbol:- EMERALL

Subject: Intimation of 90[th ] Annual General Meeting schedule to be held on 30[th ] September, 2024.

Dear Sir,

We are sending herewith the Intimation of 90[th] Annual General Meeting of our Company which is scheduled to be held on Monday, 30[th ] September, 2024 through VC/OAVM.

Please find the Enclosed Document as follows:

• 1) Intimation of Book Closure for the Purpose of 90[th ] AGM.

• 2) Notice of AGM.

The above is also uploaded on the websites of the Company.

Please take the same on your record and acknowledge the receipt of the same

Thanking you, Yours Faithfully,

For Emerald Leisures Limited

Kapil M Digitally signed by Kapil M Purohit Purohit Date: 2024.09.06 12:33:12 +05'30' Kapil M Purohit Company Secretary

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Date: 06/09/2024

To,

The Department of Corporate Services BSE Limited

P.J. Towers, Dalal Street, Mumbai - 400 001

Scrip Code: - 507265; Scrip Symbol:- EMERALL

Subject: Intimation of Book Closure for the purpose of 90[th] Annual General Meeting of the Company under Regulation 42 of SEBI (LODR) Regulations, 2015.

Dear Sir,

We are sending herewith the Intimation of Book Closure for the purpose of 90[th] Annual General Meeting pursuant to the provisions of Section 91 of the Companies Act, 2013 and Rules thereon and under Regulation 42 of SEBI (LODR) Regulations, 2015 regarding Book Closures from, 24[th] September, 2024 to 30[th ] September, 2024 (Both Days Inclusive) for the purpose of 90[th] Annual General Meeting of our company which is scheduled to be held on Monday, 30[th ] September, 2024 through VC/OAVM.

We would like to inform you that the Register of Members & Share Transfer Books of the Company will remain closed from, 24[th] September, 2024 to 30[th] September, 2024(both days inclusive) and cut of date will be 24[th] September, 2024 for eligibility to e-Voting in 90[th] Annual General Meeting by members.

The above is also uploaded on the websites of the Company.

Please take the same on your record and acknowledge the receipt of the same

Thanking you, Yours Faithfully,

For Emerald Leisures Limited

Digitally signed by Kapil Kapil M M Purohit Purohit Date: 2024.09.06 12:33:48 +05'30' Kapil M Purohit Company Secretary

EMERALD LEISURES LIMITED (CIN: L74900MH1948PLC006791) Regd. Office: Club Emerald Sports Complex, Plot No. 366/15, Swastik Park, Near Mangal Anand Hospital, Chembur, Mumbai – 400 071.

Email id.: info@clubemerald.in; Website: www.clubemerald.in; Tel No.: 022-25277504

NOTICE

THE 90TH ANNUAL GENERAL MEETING OF THE MEMBERS OF EMERALD LEISURES LIMITED will be held on Monday, 30th September, 2024 at 11:30 A.M., Indian Standard Time (IST), through Video Conferencing (‘VC’)/Other Audio Visual Means (‘OAVM’) to transact the following business.

The proceedings of the 90th Annual General Meeting (“AGM”) shall be deemed to be conducted at the Registered Office of the Company at Club Emerald Sports Complex, Plot No. 366/15, Swastik Park, Near Mangal Anand Hospital, Chembur, Mumbai City Mh 400071 which shall be the deemed venue of the AGM.

ORDINARY BUSINESS:

1 . ADOPTION OF ACCOUNTS:

To receive, consider and adopt Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2024 together with the Reports of the Board of Directors and Auditors thereon;

“RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31st, 2024 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.”

2 . APPOINTMENT OF DIRECTOR IN PLACE OF RETIRING DIRECTOR BY ROTATION

To recommend to members for re-appointment of Mr. Jashwant Bhaichand Mehta, (DIN: 00235845) Director, who is retiring by rotation and being eligible offered himself for re-appointment, and, in this regard, to consider and if thought fit, to pass the following resolutions with or without modifications, if any as Ordinary Resolutions:

"RESOLVED THAT Mr. Jashwant Bhaichand Mehta, (DIN:- 00235845) Director of the Company, who retires by rotation at this 90[th] Annual General Meeting and being eligible offered himself for reappointment, be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation."

Registered Office: Club Emerald Sports Complex, Plot No. 366/15, Swastik Park, Near Mangal Anand Hospital, Chembur, Mumbai – 400071

CIN: L74900MH1948PLC006791

Website: www.clubemerald.in Email: info@clubemerald. in Tel:-+91 22 25277504 Fax:- +91 22 25260212 Date: 4[th] September, 2024 Place: Mumbai

By Order of the Board of Directors Emerald Leisures Limited

SD/-

Rajesh M. Loya Whole Time Director DIN No. 00252470

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Notes:

1. In compliance with the General Circular No. 14/2020 dated April 08, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 05, 2020, General Circular No. 02/2021 dated January 13, 2021, General Circular No. 21/2021 dated December 14, 2021, General Circular No.02/2022 dated May 05, 2022, General Circular No.10/2022 dated December 28, 2022 and General Circular No.09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs followed by General Circular No. 20/2020 dated May 05, 2020 physical attendance of the Members to the AGM venue is not required and general meeting be held through video conferencing (VC) or other audio visual means (OAVM). Hence, Members can attend and participate in the ensuing AGM through VC/OAVM.

2. The relevant details of the Directors seeking re-appointment under Item Nos. 2, as required by Regulation 36(3) of the Listing Regulations and as required under Secretarial Standard - 2 on General Meetings (SS-2) issued by The Institute of Company Secretaries of India, are annexed hereto.

3. In terms of the MCA Circulars and the relevant SEBI Circulars, the Company is sending this AGM Notice along with the Integrated Annual Report for FY 2024 in electronic form only to those Members whose email IDs are registered with the Company/Depositories. The Company shall send the physical copy of the Integrated Annual Report for FY 2024 only to those Members who specifically request for the same atinfo@clubemerald.in mentioning their Folio No/DP ID and Client ID. The Notice convening the AGM and the Annual Report for FY 2024 have been uploaded on the website of the Company at www.clubemerald.in and may also be accessed from the relevant section on the websites of the Stock Exchange i.e. BSE Limited (BSE) at www.bseindia.comThe AGM Notice is also available on the website of NSDL at www.evoting.nsdl.com.

4. Book Closure: The Register of Members and Share Transfer Books of the Company will remain closed from Tuesday, September 24, 2024 to Monday, September 30, 2024 (both days inclusive) for the purpose of AGM for FY 2024.

1. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this AGM. However, the Body Corporates are entitled to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e- voting.

2. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding),Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on account of first come first served basis.

3. The attendance of the Members attending the AGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule20 of the Companies (Management and Administration) Rules, 2014 (as amended)and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

5. In line with the Ministry of Corporate Affairs (MCA) Circular No. 17/2020 dated April13, 2020, the Notice calling the AGM has been uploaded on the website of the Company at www.clubemerald.in. The Notice can also be accessed from the websites of the Stock Exchanges

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i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.comand www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL (agency for providing the Remote e-Voting facility) i.e.www.evoting.nsdl.com.

1. AGM has been convened through VC/OAVM in compliance with applicable provisions of the Companies Act, 2013 read with MCA Circular No. 14/2020 dated April 08, 2020 and MCA Circular No. 03/2020 dated May 05, 2022 ,MCA Circular No. 11/2022 dated December 28, 2022 and MCA Circular No. 9/2023 dated September 25, 2023.

2. In terms of Regulation 40(1) of the Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialised form with effect from April 1, 2019. Members may please note that SEBI, vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022, has mandated Listed Companies to issue securities in demat form only while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/Exchange of securities certificate; Endorsement; Subdivision/Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form ISR–4, the format of which is available on the Company’s website at www.clubemerald.in and on the website of the Company’s RTA at www.purvashare.com. It may be noted that any service request can be processed only after the folio is KYC compliant. SEBI, vide its notification dated January 24, 2022, has mandated that all requests for transmission and transposition shall be processed only in dematerialised form. In view of the same and to eliminate all risks associated with physical shares and avail various benefits of dematerialisation, Members are advised to dematerialise the shares held by them in physical form. Members can contact the Company or RTA, for assistance in this regard.

3. To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change in address or demise of any Member as soon as possible. Members are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned DP and holdings should be verified from time to time.

4. As per the provisions of Section 72 of the Act, the facility for making nomination is available to the Members in respect of the shares held by them. Members, who have not yet registered their nomination, are requested to register the same by submitting Form No. SH-13. If a Member desires to opt-out or cancel the earlier nomination and record a fresh nomination, the Member may submit the same in form ISR-3 or form SH-14, as the case may be. The said forms can be downloaded from the Company’s website www.clubemerald.in. Members are requested to submit the said form to their respective DPs in case the shares are held in electronic form and to the RTA in case the shares are held in physical form.

5. Pursuant to the provisions of Sections 101 and 136 of the Act read with ‘The Companies (Accounts) Rules, 2014 electronic copy of the Annual Report for financial year 2023-2024 along with Notice of 90[th] Annual General Meeting of the company (including the Attendance Slip & Proxy Form) is being sent to all the members whose email id is registered with the Registrar/Depository Participant(s). Members may note that the Notice and Annual Report for 2023-2024 will also be available on the Company’s website at www.clubemerald.inwebsite of the stock exchanges i.e., BSE Limited at www.bseindia.com.

6. Members desiring inspection of statutory registers during the AGM or who wish to inspect the relevant documents referred to in the Notice, can send their request on email to info@clubemerald.in

7. To receive communications through electronic means, including Annual Reports and Notices, members are requested to kindly register/update their email address with their respective depository participant, where shares are held in electronic form. In case of shares held in physical form, members are advised to register their e-mail address with Purva Sharegistry (India) Pvt. Ltd. Members may also note that the Notice of the 90[th] Annual General Meeting and the Annual Report for 2023-2024 will also be available on the Company’s website www.clubemerald.in, which can be downloaded from the site.

8. Norms for furnishing of PAN, KYC, Bank details and Nomination: Pursuant to SEBI Circular no. SEBI/HO/MIRSD/POD-1/P/CIR/2023/158 dated September 26, 2023, issued in supersession of earlier circulars issued by SEBI bearing nos. SEBI/HO/ MIRSD/MIRSD RTAMB

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/P/CIR/2021/655, SEBI/HO/MIRSD/ MIRSD RTAMB/ P/CIR/2021/687, and SEBI/HO/MIRSD/MIRSDPoD-1/P/ CIR/2023/37 dated November 3, 2021 and December 14, 2021, and March 16, 2023 respectively, SEBI has mandated all listed companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securities. The folios wherein any one of the cited documents/details is not available on or after December 31, 2023, should freezed by the RTA. The securities in the frozen folios shall be eligible: • To lodge any grievance or avail of any service, only after furnishing the complete documents / details as mentioned above; • To receive any payment including dividend, interest or redemption amount (which would be only through electronic mode) only after they comply with the above stated requirements. The forms for Updation of PAN, KYC, bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3, SH-13 and the said SEBI circular are available on our website www.clubemerald.in. In view of the above, we urge Members holding shares in physical form to submit the required forms along with the supporting documents at the earliest. The Company is in the process of despatching a letter to the Members holding shares in physical form in relation to the above referred SEBI Circular. Members who hold shares in dematerialised form and wish to update their PAN, KYC, Bank details and Nomination, are requested to contact their respective DPs. Further, Shareholders holding shares in physical form are requested to ensure that their PAN is linked to Aadhar to avoid freezing of folios. Such frozen folios shall be referred by RTA/Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002, after December 31, 2025.

1. For ease of conduct, members who would like to ask questions/express their views on the items of the businesses to be transacted at the meeting can send in their questions/comments in advance by sending an email at info@clubemerald.in and mark cc to support@purvashare.com 'Post your Queries' during the period starting from 22[nd] September, 2024 (9.00 a.m.) up to 25[th] September, 2024 (5.00 p.m.) mentioning their name, demat account no./Folio no., e-mail Id, mobile number, etc. The queries may be raised precisely and in brief to enable the Company to answer the same suitably depending on the availability of time at the meeting.

THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING GENERAL MEETING ARE ASUNDER:-

The remote e-voting period begins on Friday, 27[th] September, 2024 at 09:00 A.M. and ends on Sunday, 29[th] September, 2024 at 05:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. 24[th] September, 2024, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 30[th ] August, 2024.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

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Login method for Individual shareholders holding securities in demat mode is given below:

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Type of shareholders Login Method
Individual Shareholders 1. Existing IDeAS user can visit the e-Services website of NSDL
holding securities in Viz. https://eservices.nsdl.com either on a Personal Computer
demat mode with NSDL. or on a mobile. On the e-Services home page click on the
“ Beneficial Owner” icon under “Login” which is available
under ‘IDeAS’ section , this will prompt you to enter your
existing User ID and Password. After successful authentication,
you will be able to see e-Voting services under Value added
services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company
name or e-Voting service provider i.e. NSDL and you will be
re-directed to e-Voting website of NSDL for casting your vote
during the remote e-Voting period or joining virtual meeting &
voting during the meeting.
2. If you are not registered for IDeAS e-Services, option to register
is available at https://eservices.nsdl.com. Select “Register
Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
either on a Personal Computer or on a mobile. Once the home
page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new
screen will open. You will have to enter your User ID (i.e. your
sixteen digit demat account number hold with NSDL),
Password/OTP and a Verification Code as shown on the
screen. After successful authentication, you will be redirected
to NSDL Depository site wherein you can see e-Voting page.
Click on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of NSDL
for casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
4. Shareholders/Members can also download NSDL Mobile App
“ NSDL Speede ” facility by scanning the QR code mentioned
below for seamless voting experience.
Individual Shareholders 1. Users who have opted for CDSL Easi / Easiest facility, can
holding securities in login through their existing user id and password. Option will
demat mode with CDSL be made available to reach e-Voting page without any further
authentication. The users to login Easi /Easiest are requested to
visit CDSL website www.cdslindia.com and click on login icon
& New System Myeasi Tab and then user your existing my easi
username & password.
2. After successful login the Easi / Easiest user will be able to see
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the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e- Voting link available onwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **		Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.com or call at 022 - 4886 7000 and 022 - 2499 7000
Individual Shareholders holding securities in demat mode with CDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll free no. 1800 22 55 33

B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

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How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

4. Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

5. Your User ID details are given below :

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Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in demat 8 Character DP ID followed by 8 Digit Client
account with NSDL. ID
For example if your DP ID is IN300 and
Client ID is 12 then your user ID is
IN30012**.
b) For Members who hold shares in demat 16 Digit Beneficiary ID
account with CDSL.
For example if your Beneficiary ID is
12** then your user ID is
12**
c) For Members holding shares in Physical EVEN Number followed by Folio Number
Form. registered with the company
For example if folio number is 001 and
EVEN is 101456 then user ID is 101456001
5. Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-Voting, then you can user your existing password to
login and cast your vote.
b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the
‘initial password’ which was communicated to you. Once you retrieve your ‘initial
password’, you need to enter the ‘initial password’ and the system will force you to
change your password.
c) How to retrieve your ‘initial password’?
(i) If your email ID is registered in your demat account or with the company, your
‘initial password’ is communicated to you on your email ID. Trace the email sent
to you from NSDL from your mailbox. Open the email and open the attachment
i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit
client ID for NSDL account, last 8 digits of client ID for CDSL account or folio
number for shares held in physical form. The .pdf file contains your ‘User ID’ and
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps mentioned below in process
for those shareholders whose email ids are not registered.
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1. If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

2. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

3. b) Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

4. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

5. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

6. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

7. Now, you will have to click on “Login” button. 9. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e Voting system.

- How to cast your vote electronically and join General Meeting on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to vrp.cs.in@gmail.comwith a copy marked to evoting@nsdl.com.Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-Voting" tab in their login.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000or send a request to Mr. Rahul Rajbhar at evoting@nsdl.com

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Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolutions set out in this notice :

1. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@clubemerald.in.

2. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary ID), Name, client master or copy of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to info@clubemerald.in. If you are Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode .

3. Alternatively shareholder/members may send a request to evoting@nsdl.comfor procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THEEGM/AGM ARE AS UNDER:-

1. The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

2. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the AGM.

3. Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGHVC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through Laptops for better experience.

3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

4. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

5. Shareholders, who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, email id, mobile number at info@clubemerald.in/companysecretary@clubemerald.in. The same will be replied by the company suitably.

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GENERAL INSTRUCTIONS:

• I. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date only shall be entitled to avail the facility of remote e-Voting, as well as voting at the meeting.

• II. Any person holding shares in physical form and non-individual Members, who acquire shares of the Company and becomes a Member of the Company after dispatch of the Notice and holding shares as of the cut-off date i.e. Tuesday, September 24, 2024 may obtain the login ID and password by sending a request at evoting@nsdl.co.in.

However, if the person is already registered with NSDL for remote e-Voting, then the existing user ID and password of the said person can be used for casting vote. If the person forgot his/her password, the same can be reset by using 'Forgot user Details/Password' or 'Physical user Reset Password' option available at www.evoting.nsdl.comor by calling on 022 4886 7000 and 022 2499 7000. In case of Individual Members holding securities in Demat mode who acquire shares of the Company and becomes a Member of the Company after sending the Notice and holding shares as of the cut-off date i.e. Tuesday, September 24, 2024 may follow steps mentioned in the notes to Notice under 'Access to NSDL e-Voting system'

• III. The Board of Directors has appointed Mr. Vineet Pal (Mem. No.25565, CP 13149), Practicing Company Secretary, and Proprietor of M/s Vineet Pal & Associates as Scrutinizer to scrutinize the voting at the AGM and remote e-Voting process, in a fair and transparent manner.

• IV. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be held, allow voting, by use of remote e-Voting system for all those Members who are present during the AGM but have not cast their votes by availing the remote e-Voting facility. The remote e-Voting module during the AGM shall be disabled by NSDL for voting 15 minutes after the conclusion of the Meeting.

• V. The Scrutinizer shall, after the conclusion of voting at the AGM, first count the votes cast during the Meeting and, thereafter, unblock the votes cast through remote e-Voting, in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two working days from the conclusion of the AGM, a Consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same and declare the result of the voting forthwith.

• VI. The Results declared, along with the Scrutinizer’s Report, shall be placed on the Company’s website info@clubemerald.inand on the website of NSDLwww.evoting.nsdl.com, and the results shall also be displayed on the notice board at the Registered Office of the Company, immediately after the declaration of the result by the Chairman or a person authorised by him in writing. The results shall also be immediately forwarded to the Stock Exchanges where the Company’s Equity Shares are listed viz. BSE websites viz. www.bseindia.com.

Registered Office: By Order of the Board of Directors Club Emerald Sports Complex, Emerald Leisures Limited Plot No. 366/15, Swastik Park, Near Mangal Anand Hospital, Chembur, Mumbai – 400071 SD/- CIN: L74900MH1948PLC006791 Rajesh Loya Whole Time Director Website: www.clubemerald.in/www.apteindia.com DIN: 00252470 Email: info@clubemerald.in Tel:- +91 22 25277504 Fax:- +91 22 25260212

Date: 4[th] September,2024 Place: Mumbai

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Pursuant to Regulation 36 of the SEBI (Listing Obligation and Disclosure Requirement) - Regulations, 2015, the brief profile of Directors eligible for re appointment/Appointment at the 90[th] Annual General Meeting

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Directors Name Mr. Jashwant Bhaichand Mehta
DIN 00235845
Designation/category of Non-Executive Non-independent Director
Directorship
Date of Birth 28/10/1941
PAN AACPM0372P
Nationality Indian
Date of first appointment on 12/08/2010
the Board
Terms and Conditions of Re-appointment in terms of Section 152(6) of the Companies Act,
appointment / re-appointment 2013
No. of Equity Shares held 8,64,440 Shares i.e. 17.27%
Qualifications B.E. (Civil), M.C.E. (Structural)
U.S.A, F.IE, F.I.V., A.I.I.A
Experience/Brief Profile Mr. Jashwant B. Mehta is an Architect and Civil Engineer having
vast knowledge onReal estate, construction and hospitality
industries. He is active on many associationsand charitable
organizations
Relationship between Directors Nephew: Mr. Jaydeep V Mehta and Mr. Nikhil V Mehta
Cousin Grand Daughter: Ms. Dhwani J Mehta
Other Companies in which NA
he/she is a Director excluding
Section 8 companies and
Private Companies
Chairperson/ Membership of NA
the Statutory Committee(s) of
Board of Directors of the
Company
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