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.

Emerald Leisures Limited reported a net loss of Rs 852.17 lakh for the financial year ended March 31, 2026, narrowing from Rs 1079.84 lakh in the previous year. Revenue from operations increased to Rs 1651.91 lakh from Rs 1500.34 lakh in FY25. The Board has recommended the re-appointment of two directors and sought shareholder approval for related party transactions and issuance of non-convertible debentures.

Financial Performance

The company recorded a total income of Rs 1674.15 lakh on a standalone basis for FY 2025-26, compared to Rs 1523.29 lakh in the previous financial year. The loss before depreciation, interest and tax improved to Rs 670.35 lakh from Rs 861.31 lakh in FY 2024-25. Depreciation and amortization expenses reduced to Rs 181.82 lakh during the year from Rs 218.53 lakh in the previous year.

On a consolidated basis, the company recorded a total income of Rs 1670.29 lakh during FY 2025-26. Consolidated loss after tax stood at Rs 856.04 lakh as against Rs 1079.84 lakh in FY 2024-25.

Operations and Future Outlook

The company continued to focus on enhancing operational efficiencies and cost optimization during the year. The management stated that the company has successfully obtained a Letter of Intent (LOI) for its real estate project at Chembur in April 2026 and is working towards securing further approvals. The company expects to start the project by Q3 of the financial year.

Board and Shareholder Approvals

The Board has recommended the re-appointment of Mr. Nikhil Vinod Mehta and Mr. Jashwant Bhaichand Mehta as directors, who retire by rotation at the 92nd Annual General Meeting (AGM) scheduled for July 23, 2026.

Shareholders will vote on an ordinary resolution to approve material related party transactions up to an aggregate limit of Rs 100 crore for the financial year 2026-27 and up to September 30, 2027. Additionally, the company has sought approval to issue secured or unsecured redeemable non-convertible debentures on a private placement basis in one or more tranches.

The Board has also proposed altering the Articles of Association to insert a new Article 95A, enabling the appointment of nominee directors by banks, financial institutions, or lenders.