Emerald Leisures Limited has approved the allotment of 550 secured, unlisted, unrated, redeemable non-convertible debentures (NCDs) aggregating to ₹55 crore on a private placement basis. The Board of Directors finalized the deal during its meeting held on Tuesday, August 4, 2026, at its registered office in Mumbai. This first tranche issuance carries a coupon rate of 10% per annum payable monthly and a tenure of 36 months, providing the leisure club operator with immediate capital deployment while retaining flexibility for future tranches under its larger ₹105 crore debt framework.

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule III thereto. The filing was signed by Kapil M Purohit, the Company Secretary and Compliance Officer, confirming that the Board meeting commenced at 1:00 PM and concluded at 1:45 PM on August 4, 2026.

Allotment Details

The company had previously authorized the issuance of up to 1,050 NCDs with a face value of ₹10,00,000 each, totaling ₹105 crore. The recent approval covers the first tranche, for which subscription money of ₹55 crore was received. The remaining balance of the first tranche and subsequent tranches will be considered for allotment upon receipt of further subscription monies.

Security and Repayment Structure

The NCDs are secured by a mortgage, hypothecation, or pledge of the company’s assets in favor of the Debenture Trustee. The repayment schedule for Tranche 1 involves two equal installments: 50% of the principal is due at Month 18, and the remaining 50% is due at Month 36. Interest payments are scheduled on a monthly basis, while the redemption premium is payable at the time of principal repayments.

In the event of a default, where payment of interest or principal is delayed by more than three months from the due date, the company is liable to pay default interest at 3% per annum over and above the relevant cash coupon. This penalty applies from the due date until the overdue amounts are settled.

What the Numbers Show

The partial allotment of ₹55 crore against a total authorized size of ₹105 crore indicates a phased approach to debt raising. By securing half of the initial tranche amount immediately, Emerald Leisures ensures liquidity availability while testing market appetite for the remaining ₹50 crore of the first tranche and subsequent issues. The 10% coupon rate reflects the cost of capital for this secured debt instrument, which is fixed for the 36-month duration, insulating the company from immediate interest rate volatility but committing it to regular monthly outflows.

Shareholders of Emerald Leisures Limited approved the issuance of Secured/Unsecured Redeemable Non-Convertible Debentures (NCDs) on a private placement basis during its 92nd Annual General Meeting (AGM) held on July 23, 2026. The resolution passed with 99.9994% support among votes polled, alongside approvals for material related party transactions up to ₹100 crore and the re-appointment of two directors. The meeting was conducted via Video Conferencing (VC)/Other Audio-visual Means (OAVM), reflecting the company’s continued adoption of digital governance mechanisms.

The voting results were declared under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A total of 24 members attended the meeting through video conferencing, representing 75.24% of the outstanding shares eligible for voting. The record date for determining voting rights was July 16, 2026. Zankhana Bhansali of Zankhana Bhansali & Associates served as the scrutinizer for the e-voting process, ensuring compliance with Section 108 of the Companies Act, 2013.

Key Resolutions Passed

All seven resolutions placed before the shareholders were passed via e-voting. The promoter group, holding 11,07,7956 shares, voted in favor of all non-conflicted resolutions. Public non-institutional shareholders also showed strong support, with dissent limited to a negligible fraction of votes in most cases.

Voting Details and Conflicts of Interest

For Resolution 3, concerning the re-appointment of Nikhil Vinod Mehta, the votes of one member holding 46,74,510 equity shares were disregarded as they were deemed related parties interested in the resolution. Similarly, for Resolution 5, which authorized related party transactions up to ₹100 crore, four members holding an aggregate of 1,00,62,388 equity shares across seven folios abstained from voting due to conflict of interest. Despite these abstentions, the resolution secured overwhelming support from the remaining public non-institutional shareholders.

What the Numbers Show

The near-unanimous support for the NCD issuance and related party transactions indicates strong alignment between the promoter group and public shareholders on strategic capital raising and internal dealings. The high participation rate of 75.24% among eligible shares suggests active shareholder engagement. The clean audit reports for FY26, with no qualifications from statutory auditor PG Bhagwat LLP or secretarial auditor Zankhana Bhansali, provide a compliant backdrop for these corporate actions, reducing regulatory risk for the proposed NCD issuance.