Attached Draft Letter of Offer for the purposed Rights Issue.

Date: 05.11.2026 BSE Limited Phiroze Jeejeebhoy Tower, Dalal Street, Mumbai – 400 001. Script Symbol: EMERALL | Script Code: 507265 | ISIN: INE044N01021 Dear Sir / Madam, Subject: Draft Letter of Offer in connection with the proposed Rights Issue of Equity Shares. As conveyed in the letter dated November 05, 2026 being the outcome of the Rights Issue Committee Meeting held today, has approved the Draft Letter of Offer for issue equity shares on a Rights Basis to its shareholders in accordance with applicable laws, including the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”), subject to such regulatory and statutory approvals, as may be required under the applicable laws. Attached is the Draft Letter of Offer for the proposed Rights Issue. You are requested to take the said Draft Letter of Offer on records. The Meeting of the committee commenced at 3:00 P.M. and concluded at 3:50 P.M. Thanking you. Yours faithfully, For Emerald Leisure Limited Kapil M. Purohit Company Secretary and Compliance Officer Encl.: DLOF Draft Letter of Offer November 05, 2026 For Eligible Equity Shareholders only EMERALD LEISURES LIMITED Emerald Leisures Limited (“Company” or “Issuer”) was originally incorporated on December 03, 1948 as ‘Phaltan Sugar Works Limited’ and registered under Section 23 of the Indian Companies Act, 1913, as a limited company. Subsequently a fresh certificate of incorporation consequent upon change of name of our Company to ‘Apte Amalgamations Limited’ was issued on June 29, 1982 by Registrar of Companies, Maharashtra, Bombay. Thereafter, the name of our Company was changed to ‘Emerald Leisures Limited’, its current name, and a fresh certificate of incorporation consequent upon name change of our Company was issued on August 30, 2013 by Registrar of Companies, Maharashtra, Mumbai. For details, including reasons for change in the name and registered office of our Company, “General Information” on page 45 of this Draft Letter of Offer. Registered Office: Club Emerald Sports Complex, Plot No. 366/15, Swastik Park, Near Mangal Anand Hospital, Chembur, Mumbai, Maharashtra – 400 071, India; Contact Person: Kapil M. Purohit, Company Secretary and Compliance Officer, E-mail: companysecretary@clubemerald.in; Telephone: +022 25277504 Website: www.clubemerald.in; Corporate Identification Number: L74900MH1948PLC006791 OUR PROMOTERS: JAYDEEP VINOD MEHTA, NIKHIL VINOD MEHTA, JASHWANT BHAICHAND MEHTA AND CHETAN JASHWANT MEHTA FOR PRIVATE CIRCULATION TO THE ELIGIBLE EQUITY SHAREHOLDERS OF EMERALD LEISURES LIMITED (THE “COMPANY” OR THE “ISSUER”) ONLY ISSUE OF UPTO [●] EQUITY SHARES OF FACE VALUE ₹ 5 EACH (“RIGHTS EQUITY SHARES”) OF OUR COMPANY FOR CASH AT A PRICE OF ₹[●] EACH INCLUDING A SHARE PREMIUM OF ₹ [●] PER RIGHTS EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING UPTO ₹ 13000.00 LAKHS# ON A RIGHTS BASIS TO THE EXISTING EQUITY SHAREHOLDERS OF OUR COMPANY IN THE RATIO OF [●] I.E. [●] RIGHTS EQUITY SHARE FOR EVERY [●] FULLY PAID-UP EQUITY SHARES HELD BY THE EXISTING EQUITY SHAREHOLDERS ON THE RECORD DATE, THAT IS ON [●] (THE “ISSUE”). THE ISSUE PRICE FOR THE RIGHTS EQUITY SHARES IS [●]([●]) TIMES THE VALUE OF THE EQUITY SHARES. FOR FURTHER DETAILS, PLEASE REFER TO THE CHAPTER TITLED “TERMS OF THE ISSUE” ON PAGE 76 OF THIS DRAFT LETTER OF OFFER. #Assuming full subscription in the Issue, Allotment and receipt of all Call Monies with respect to the Rights Equity Shares. Subject to finalization of Basis of Allotment. For further details on Payment Schedule, see “Terms of the Issue – Terms of Payment” beginning on page 87. WILFUL DEFAULTERS OR FRAUDULENT BORROWER NEITHER OUR COMPANY NOR ANY OF OUR PROMOTERS OR DIRECTORS IS CATEGORISED AS A WILFUL DEFAULTER OR A FRAUDULENT BORROWER. PAYMENT SCHEDULE FOR THE RIGHTS EQUITY SHARES AMOUNT PAYABLE PER RIGHTS EQUITY SHARE FACE VALUE (₹) PREMIUM (₹) TOTAL (₹) First and Final Call [●] [●] [●] For further details on Payment Schedule, see “Terms of the Issue – Terms of payment” on page 87 GENERAL RISK Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Rights Equity Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Letter of Offer. Specific attention of the investors is invited to the section titled “Risk Factors” on page 20 of this Draft Letter of Offer. COMPANY’S ABSOLUTE RESPONSIBILITY Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Letter of Offer contains all information with regards to the Company and the Issue, which is material in the context of the Issue, that the information contained in this Draft Letter of Offer is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft Letter of Offer as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. LISTING The existing Equity Shares are listed on BSE Limited (“BSE”) (the “Stock Exchange”). Our Company has received ‘in-principle’ approval from the BSE for listing the Rights Equity Shares to be allotted pursuant to this Issue vide its letter dated [●]. Our Company will also make applications to the Stock Exchange to obtain trading approvals for the Rights Entitlements as required under the SEBI circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated November 11, 2024 as amended by SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/31 dated March 11, 2025. For the purpose of this Issue, the Designated Stock Exchange is BSE. REGISTRAR TO THE ISSUE REGISTRAR TO THE ISSUE PURVA SHAREGISTRY (INDIA) PRIVATE LIMITED 9, Shiv Shakti Industrial Estate, J.R. Boricha Marg, Lower Parel, Mumbai, Maharashtra – 400 011, India. Telephone: +91 022 4961 4132/ 31998810; E-mail: newissue@purvashare.com; Website: www.purvashare.com; Investor Grievance E-mail:newissue@purvashare.com; Contact Person: Deepali Dhuri; SEBI Registration No.: INR000001112; Validity of Registration: Permanent ISSUE PROGRAMME LAST DATE FOR CREDIT OF RIGHTS ENTITLEMENTS [●] ISSUE OPENING DATE [●] LAST DATE FOR ON MARKET RENUNCIATION OF RIGHTS ENTITLEMENTS [●] DATE OF CLOSURE OF OFF-MARKET TRANSFER OF RIGHTS ENTITLEMENTS* [●] ISSUE CLOSING DATE** [●] FINALISATION OF BASIS OF ALLOTMENT (ON OR ABOUT) [●] DATE OF ALLOTMENT (ON OR ABOUT) [●] DATE OF CREDIT OF RIGHTS EQUITY SHARES (ON OR ABOUT) [●] DATE OF LISTING (ON OR ABOUT) [●] * Eligible Equity Shareholders are requested to ensure that renunciation through off-market transfer is completed in such a manner that the Rights Entitlements are credited to the demat account of the Renouncee(s) on or prior to the Issue Closing Date. ** Our Board or the Rights Issue Committee will have the right to extend the Issue period as it may determine from time to time, provided that this Issue will not remain open in excess of 30 (Thirty) days from the Issue Opening Date (inclusive of the Issue Opening Date). Further, no withdrawal of Application shall be permitted by any Applicant after the Issue Closing Date. TABLE OF CONTENTS SECTION I - GENERAL ............................................................................................................................................ 3 DEFINITIONS AND ABBREVIATIONS ...................... [Showing first 8,000 characters — download PDF for full document]