Emerald Leisures Ltd — Important, 06-09-2025: Company Update

Date: 06.09.2025

To,

BSE Limited

The Department of Corporate Services,

Phiroze Jeejeebhoy Towers,

Dalal Street, Mumbai – 400001

Scrip Code: 507265; Scrip Symbol: - EMERALL

Subject: Outcome of Board Meeting held on Saturday, September 6, 2025

Dear Sir/Madam,

Pursuant to the Regulation 30 of Securities and Exchange Board of India (LODR)

Regulations 2015, we are pleased to inform you that the Meeting of the Board of

Directors of Emerald Leisures Limited held on today i.e. Saturday, September 6, 2025 at

the registered office of the company at Plot No.366/15, Club Emerald Swastik Park,

Near Mangal Anand Hospital, Chembur, Mumbai, Maharashtra, 400071. The Board

transact the following items:

1. Approved and adopted the Directors Report along with all necessary annexures

thereof, Management Discussion Analysis and Corporate Governance Report for

the F. Y. 2024-25.

2. Approved and recommended to members for re-appointment of Mr. Jaydeep

Vinod Mehta (DIN: 00252474) Director, who is retiring by rotation and being

eligible offered himself for re-appointment.

3. Approved and recommended to members for re-appointment of Ms. Dhwani

Mehta (DIN: 07105522) Director, who is retiring by rotation and being eligible

offered herself for re-appointment.

4. Approved the re-appointment Mr. Rajesh Loya (DIN: 00252470), as the Whole-

time Director of the company for a term of 5 years starting from 11th November,

2025 to 10th November, 2030.

5. Approved the appointment of Mr. Ramaswamy Vaidyanath (DIN: 01995478),

Additional Non-Executive Independent Director of the Company. (Annexure A).

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6. Approved the appointment of Mr. Vaibhav A Agarwal (DIN: 11267514), Additional

Non-Executive Independent Director of the Company. (Annexure A).

7. Approved the appointment of Mr. Anirudha Joshi (DIN: 02218347), Additional Non-

Executive Independent Director of the Company. (Annexure A).

8. Approved the proposal of regularization of Mr. Ramaswamy Vaidyanath (DIN:

01995478), Non-Executive Independent Director of the Company for a period of 5

years, subject to the Shareholder’s approval in the upcoming Shareholders Meeting.

9. Approved the proposal of regularization of Mr. Vaibhav A Agarwal (DIN: 11267514),

Non-Executive Independent Director of the Company for a period of 5 years, subject

to the Shareholder’s approval in the upcoming Shareholders Meeting.

10. Approved the proposal of regularization of Mr. Anirudha Joshi (DIN: 02218347),

Non-Executive Independent Director of the Company for a period of 5 years, subject

to the Shareholders approval in the upcoming Shareholders Meeting.

11. Approved the Limit of Related Party Transaction upto Rs. 500.00 Crores subject

to shareholder’s consent and recommend the resolution to the shareholders

obtain their approval in upcoming Annual General Meeting of the Company.

12. Pursuant to SEBI Listing Regulations 2015, SEBI circular no SEBI/LAD-

NRO/GN/2024/218 dated 12th December 2024, and subject to approval of the

shareholders of the Company at the ensuring annual general meeting of the

Company, the Board of Directors, have appointed "M/s. Zankhana Bhansali &

Associates", Company Secretaries (CP: 10513; Memb No. 9261) as Secretarial

Auditor of the Company for one term of five (5) consecutive years commencing

from FY 2025-26 to FY 2029-30.

Requisite details as per SEBI Master Circular No.

SEBI/HO/CFD/PoD2/CIR/P/0 155 dated 11th November 2024 is enclosed as

Annexure B.

13. Approved the date, day, time and mode of 91st Annual General Meeting of the

company. 91st AGM of the company scheduled to be held on Tuesday, 30th

September, 2025 at 11:30 A.M. through Video Conferencing (VC)/AOVM.

14. Fixed the date for Book closure (Register of Members and Transfer Books) for 91st

AGM of the Company from 24th September, 2025 to 30th September, 2025.

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15. Appointed M/s Zankhana Bhansali & Associates, Practicing Company Secretary

(Ms. Zankhana Bhansali- Proprietor) Scrutinizer for 91st Annual General Meeting

of the Company.

16. Took on records the CEO & CFO Certificate, Code of Conduct Certificate and

Corporate Governance Certificate as on 31st March, 2025.

17. Approved the notice of 91st Annual General Meeting of the company and

authorised to Whole Time Director/Company Secretary to issue notice of 91st

AGM and Annual Report to the Members and Authorities.

18. Approved authorization to Mr. Kapil Purohit, Company Secretary and Mr.

Rajesh Loya, Whole Time Director of the company to be responsible for

conducting 91st AGM and entire e-voting process in AGM.

19. Approved and authorised to the Directors and authorised representatives of the

Company to attend the AGM of Investee Companies.

20. Took note on status of Statutory Registers maintained under Companies Act,

2013.

21. Took on records the Secretarial Audit Report issued by M/s Zankhana Bhansali

& Associates, Practicing Company Secretary for the F. Y. 2024-25 and given the

Board comments on the same in Board Report.

The aforesaid Board Meeting commenced at 11:00 A.M. and concluded at 02:10 P.M

You are requested to take this on your record.

Thanking You,

Yours Faithfully

For Emerald Leisures Limited

Kapil M Purohit

Company Secretary & Compliance Officer

ACS 65336

Encl.: Annexures

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Annexure A

Details of the Appointee Directors

(Pursuant to section Para 7 of Part A of Schedule III of SEBI (LODR) Regulation, 2015

Name of Director Mr. Rajesh Loya

Whole Time

Director

Mr. Ramaswamy

Vaidyanath

(Additional

Director)

Mr. Vaibhav A

Agarwal

(Additional

Director)

Mr. Anirudha Joshi

(Additional

Director)

DIN 00252470 01995478 11267514 02218347

Nationality Indian Indian Indian Indian

Date of Appointment 11.11.2025 06.09.2025 06.09.2025 06.09.2025

Expertise in Specific Functional

Area

Accounts & Finance,

Tax and Investments

Having 37 years of

Experience in

Financial consulting

services

23 years of

experience in

Strategy, Business

Development,

Credit

Administration,

Risk Management,

Client Servicing &

Recovery

20 years of

experience in

Chemical industry

and also joined as

partner with B K

Khare & Co. since

2007.

Qualifications Bachelor of

Commerce &

Chartered

Accountant

Master in Financial

Management and

Member of ICWAI.

Bachelor of

Commerce &

Chartered

Accountant

Bachelor of

Commerce &

Chartered

Accountant

Listed Companies (Other than

Emerald Leisures Limited) in

which he holds directorship and

the Board Committee

membership/chairpersonship

NIL NIL NIL NIL

Number of shares held in the

company

1082 NIL NIL NIL

Disclosure of relationships

between directors inter-se

NA NA NA NA

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Annexure B

The Details of the Appointment of Secretarial Auditor as per SEBI Master Circular No.

SEBI/HO/CFD/PoD2/CIR/P/0 155 dated 11th November 2024

Sr.

No.

Particular’s Details

1. Reason for change viz.

Appointment.

Appointment of Zankhana Bhansali & Associates, Peer Reviewed

Firm of Company Secretary in Practice (Mem. No. 9261; COP No.

10513), as Secretarial Auditors of the Company.

2. Date of appointment

& term of

appointment

Appointment w.e.f. 01.04.2025

The Board at its meeting held on 6th September, 2025 approved the

appointment of M/s. Zankhana Bhansali & Associates as Secretarial

Auditor, for period of five consecutive years commencing from FY

2025-26 till FY 2029-2030.

Further, the Board at its meeting held on 6th September, 2025

superseded the previous appointment for 3 years to 5 years i.e. M/s

Zankhana Bhansali & Associates (Secretarial Auditor) appointed for

five consecutive years commencing from FY 2025-26 till FY 2029-

2030.subject to approval of the Members at the ensuing AGM.

3. Brief profile (in case of

appointment)

Name of the Auditor: Ms. Zankhana Bhansali (Mem. 9261; COP:

10513)

Office Address: B/302, Kusum Bharati, TATA S.S.L., Dattapada

Road, Boriwali (E), Mumbai –400 071

Email: Zankhana.bhansali@gmail.com

Field of Experience: A Fellow Member of the Institute of Company

Secretaries of India backed with a decade of enriched experience in

Corporate Secretarial field, specialized in Corporate Law and

conducting Due Diligence.

Terms of Appointment: conduct Secretarial Audit for the Financial

Years 2025-26 to 2029-30.

About the Auditor: At present as a Practicing Company Secretary &

running its own proprietorship firm under the name and style of M/s

Zankhana Bhansali & Associates and it’s associated with number of

business houses as Corporate Consultants rendering exclusive

qualitative professional services to the clients to cater their need and

demand of changing corporate world through unique modernized

infrastructural set-up. It is a Peer Reviewed Firm.

4. Disclosure of

relationships

between Directors (in

case of appointment of

a director).

Not Applicable

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