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. The resolution was passed as a special resolution via remote e-voting. The meeting, held on July 23, 2026, also authorized material related party transactions up to ₹100 crore and approved the alteration of the company’s Articles of Association.

The proceedings were conducted in compliance with Regulation 30 read with Para A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The meeting commenced at 11:30 AM and concluded at 12:00 PM through Video Conferencing (VC)/Other Audio-visual Means (OAVM). Jaydeep Vinod Mehta, Executive Director and Chairman, chaired the session. He briefed members on key trends in the hotel industry, the proposal for real estate business, and the company’s performance during FY26. The statutory auditor, Devdatta Mainkar of PG Bhagwat LLP, and secretarial auditor Zankhana Bhansali were present. There were no qualifications or adverse remarks in their reports for the financial year ended March 31, 2026.

Key Resolutions Passed

The Board sought shareholder approval for ordinary and special business items. All resolutions were passed via e-voting. The details of the resolutions are as follows:

Attendance and Participation

A total of 24 members holding 48,20,009 equity shares participated in the meeting. This figure includes directors and key managerial personnel holding shares. The e-voting facility remained open for 15 minutes after the conclusion of the discussion to allow members to cast their votes. The consolidated voting results were disseminated to the stock exchanges and made available on the company’s website and NSDL portal within two working days.

What the Numbers Show

The approval of material related party transactions up to ₹100 crore indicates significant planned internal dealings or asset transfers that require explicit shareholder consent under listing regulations. Coupled with the authorization to issue NCDs on a private placement basis, these moves suggest Emerald Leisures is structuring its capital base and managing related-party exposures simultaneously. The absence of qualifications in the statutory and secretarial audit reports for FY26 provides a clean compliance backdrop for these strategic approvals.

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.