Emerald Leisures Limited — AGM Information 2025

Sep 30, 2025

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Date: 30/09/2025

To,

The BSE Limited,

Corporate Relations Department, Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai-400001

Scrip Code: 507265 Scrip ID: EMERALL

Subject: Proceedings of the 91[st] Annual General Meeting of Emerald Leisures Limited

Pursuant to Regulation 30 read with Para A of Schedule III of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), Please to enclosed herewith proceedings of the 91[st] Annual General Meeting of the Company held on Tuesday, 30[th ] September, 2025 through Video Conferencing (“VC”)/Other Audio-visual Means (“OAVM”). The meeting commenced at 11:30 AM and concluded at 11:52 AM.

Kindly take the same on record and acknowledge the receipt.

Thanking You, Yours faithfully,

For Emerald Leisures Limited

Kapil M Digitally signed by Kapil M Purohit Purohit Date: 2025.09.30 17:08:06 +05'30' Kapil Purohit Company Secretary

Encl: Copy as above

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SUMMARY OF PROCEEDINGS OF THE 91[st] ANNUAL GENERAL MEETING

The 91[st] AGM of the Members of Emerald Leisures Limited (‘the Company’ ) was held on Tuesday, September 30, 2025, at 11.30 a.m. (IST) through Video Conferencing (‘VC’)/Other Audio-Visual Means (‘OAVM’).

Mr. Kapil Purohit, Company Secretary, welcomed the Members to the Meeting and briefed them on details relating to their participation at the Meeting through audio-visual means.

He introduced the Directors present, Chief Executive Officer and Chief Financial Officer. The Statutory Auditor and Secretarial Auditors Cum Scrutinizer for the e-voting process were also present during the Meeting.

He also informed them that the Meeting was held in compliance with the applicable provisions of the Companies Act, 2013 read with the Rules made thereunder and Circulars issued by MCA and SEBI. He also informed them that the Company had taken all efforts feasible under the prevailing circumstances to enable Members to participate in the Meeting and vote at the resolutions being considered thereat.

Mr. Jaydeep Vinod Mehta, chaired the Meeting. He welcomed all the Members present at the Meeting and made his opening remarks and briefed the shareholders with respect to the key trends in the Hotel Industry and the Company’s performance during FY 2024-25. He also briefed the shareholders on the growth plans and simplification journey of the Company.

MEMBERS' PRESENT : 28 Members holding 95,75,692 equity shares were present at the meeting through video conferencing or other audio-visual means (excluding Directors, KMP and Invitees).

DIRECTORS/KMPS/INVITEES PRESENT THROUGH VC/OAVM:

Directors & KMPs

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Sr.no. Name of Director Designation
1. Mr. Jaydeep Vinod Mehta Executive Director, Chairman
2. Mr. Nikhil Vinod Mehta Executive Director & CEO
3. Mr. Rajesh Motilal Loya Whole Time Director & CFO
4. Mr. Gautam Shah Non-Executive Independent Director
5. Mr. Maneesh Taparia Non-Executive Independent Director
6. Mr. Amit Shah Non-Executive Independent Director
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7.	Mr. RamaswamyVaidyanath	Additional Independent Director
8.	Mr. Vaibhav Agarwal	Additional Independent Director
9.	Mr. Aniruddha Joshi	Additional Independent Director
10.	Mr. Kapil M Purohit	CompanySecretary

By Invitation

By Invitation	By Invitation
Sr. No. Name		Designation
1.	Mr. Devdatta Mainkar, Chartered Accountant (M/s PG Bhagwat LLP), Statutory Auditor of the company.	Statutory Auditor
2.	Ms. Zankhana Bhansali (M/s Zankhana Bhansali & Associates)	Secretarial Auditor cum Scrutinizer

The Company Secretary further informed the Members that, the proceedings of the Meeting were also being webcast and could be viewed live by Members by logging on to the website of the National Securities Depository Limited (NSDL). The Company had taken the requisite steps to enable Members to participate and vote on the items being considered at the AGM.

With the consent of the Members present, the Notice convening the AGM and the Auditor's Report for the financial year ended March 31, 2025 was taken as read. There were no qualifications, observations or adverse remarks in the reports of the Statutory Auditor and Secretarial Auditor.

In terms of the Notice dated September 6, 2025 convening the 91[st] AGM of the Company, the following business was transacted at the Meeting through remote e-voting.

S.NO. Description of Resolution	S.NO. Description of Resolution	Nature of Resolution	Mode of Voting
ORDINARY BUSINESS
1.	To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon.	Ordinary Resolution	E-voting
2.	To appoint a director in place of Mr. Jaydeep Vinod Mehta (DIN:00252474) who retires by rotation and being eligible offer himself for re– appointment.	Ordinary Resolution	E-voting

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3. To appoint a director in place of Ms. Ordinary Resolution E-voting
Dhwani Mehta (DIN: 07105522), who
retires by rotation, and being eligible,
offers herself for re-appointment
SPECIAL BUSINESS
4. To Re-appointment of Mr. Rajesh Ordinary Resolution E-voting
Loya (DIN 00252470), as Whole
Time Director of the Company
5. Regularisation of additional Director Ordinary Resolution E-voting
Mr. Ramaswamy Vaidyanath (DIN:
01995478) by appointing him as
Independent Director of the
Company
6. Regularisation of additional Director Ordinary Resolution E-voting
Mr. Vaibhav A Agarwal (DIN:
11267514) by appointing him as
Independent Director of the
Company:
7. Regularisation of additional Director Ordinary Resolution E-voting
Mr. Aniruddha Joshi (DIN:
02218347) by appointing him as
Non-Executive Independent
Director of the Company:
8. Appointment of M/s Zankhana Ordinary Resolution E-voting
Bhansali & Associates, Practicing
Company Secretary, Mumbai (Mem.
No. 9261) as Secretarial Auditor of
the Company:
9. Approval for revision in material Special Resolution E-voting
related party transaction amount
upto Rs. 500.00 crores.
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Members who attended the Meeting were given an opportunity to ask questions and seek clarification(s). The Chairman appropriately responded to the questions raised by them.

Thereafter, the Chairman authorized Mr. Kapil Purohit, Company Secretary to carry out the e-voting process and conclude the Meeting. The Company Secretary further informed the Members that the consolidated voting results will be disseminated to the Stock Exchange on which the Company's shares are listed and will also be made available on the website of the Company at www.clubemerald.inand NSDL at www.evoting@nsdl.com within 2 working days from the conclusion of the Meeting.

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The Company Secretary then thanked the Members for their continued support and for attending and participating in the Meeting. He also thanked the Directors for joining the Meeting virtually.

The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote. Upon completion of the e-voting process, Mr. Kapil Purohit, Company Secretary declared the Meeting concluded.

We request you to kindly take the above information on record in terms of the compliance requirements of Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.

Thanking you, Yours faithfully,

For Emerald Leisures Limited

Kapil M Digitally signed by Kapil M Purohit Purohit Date: 2025.09.30 17:08:57 +05'30' Kapil Purohit Company Secretary & Compliance Officer Mem. No. 65336