KDJ Holidayscapes & Resorts Ltd Management Discussions

1. Introduction

KDJ Holidayscapes & Resorts Limited ("the Company"), a Mumbai-based entity, operating in the vacation membership and hospitality sector. Its primary business involves offering vacation ownership/membership programs (such as through Club Holidayscapes), which provide members with access to holidays at a network of resorts, hotels, and residences. The company operates in segments including Hospitality & Vacation Ownership and Healthcare Services (via subsidiaries like KDJ Hospital Limited). It is listed on the BSE (code: 530701) and focuses on accommodation and related services in the hospitality industry.

FY 2024-25 (April 1, 2024, to March 31, 2025) was a transformative year, marked by the Corporate Insolvency Resolution Process (CIRP) under the Insolvency and Bankruptcy Code, 2016 (IBC). Initiated on September 23, 2019, by the National Company Law Tribunal (NCLT), Mumbai Bench, the process culminated in the approval of the Resolution Plan on March 04, 2025. This revival extinguished prior debts, restructured equity (with new promoters allotting fresh shares), and enabled operational resumption in business of the Company.

The period focused on stabilization, creditor settlements, and limited revenue generation amid the transition. This report reviews performance, financials, risks, and outlook based on audited consolidated statements. All figures are in Rs. Lakhs unless specified.

2. Economic and Industry Overview

The Indian hospitality and tourism sector has shown resilience post the global pandemic, driven by rising domestic travel, increasing disposable incomes, and government initiatives like "Dekho Apna Desh" to promote tourism. According to industry reports, the Indian tourism market is projected to grow at a CAGR of 7-8% through 2026, with vacation ownership models gaining traction due to their affordability compared to traditional hotel bookings.

However, challenges persist:

- Economic Pressures: Inflation, fluctuating fuel prices, and geopolitical uncertainties have impacted travel spending.

- Competition: The sector is highly competitive, with players like Mahindra Holidays, Sterling Holidays, and international chains expanding their footprints.

- Regulatory Environment: Compliance with SEBI regulations, GST norms, and environmental standards for resorts adds operational complexity.

- Post-Pandemic Recovery: While domestic tourism has rebounded, international affiliations like RCI provide a buffer, but supply chain disruptions in hospitality continue to affect margins.

Our affiliation with RCI positions us well to capitalize on global exchange opportunities, particularly as Indian travellers increasingly seek international destinations.

3. Operational Review

During the Corporate Insolvency Resolution Process (CIRP) period from September 2019 to March 2025, the companys operations were suspended, with the Resolution Professional (RP) primarily responsible for preserving assets, verifying and managing creditor claims, and overseeing the insolvency proceedings in accordance with the Insolvency and Bankruptcy Code, 2016.

Following the approval of the Resolution Plan by the Honble National Company Law Tribunal (NCLT), Mumbai Bench, on March 4, 2025, the company transitioned to the implementation phase under the new management led by the Successful Resolution Applicant (SRA), Mr. Ravikumar Gaurishankar Patel. Since then, focused revival efforts have been initiated, including:

- Resumption of board governance and key appointments

- Filing of delayed financial results and compliance certificates with BSE/SEBI.

- Capital restructuring actions as per the approved plan.

4. Financial Review

FY 2024-25 financials reflect CIRP impacts, with net losses from suspended operations and one-time costs.

Key highlights (Audited): (amount in Rs Lakh)

Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
	Standalone		Consolidated
Revenue from Operations	0	0	0	0
Total Revenue	1.37	0	1.37	0
Total Expenses	31.62	14.22	63.09	47.86
EBITDA	(42.22)	(14.22)	(73.69)	(47.86)
Profit/(Loss) Before Tax	(42.22)	(14.22)	(73.69)	(47.86)
Net Profit/(Loss)	(42.22)	(14.22)	(73.69)	(47.86)
EPS (Basic & Diluted, Rs.)	(8.44)	(0.03)	(14.74)	(0.09)

5. Risks and Opportunities

- Financial Risks: High debt levels and ongoing losses pose liquidity challenges. Dependence on resolution plan implementation for debt restructuring is critical.

- Operational Risks: Limited revenue generation amid competitive pressures; potential disruptions from regulatory changes in hospitality.

- Market Risks: Economic slowdowns could further dampen travel demand. Geopolitical events may affect international affiliations.

- Legal and Compliance Risks: Post-CIRP, ensuring adherence to SEBI, IBBI, and other regulations remains paramount. Any delays in plan execution could impact revival.

- Other: Low interest coverage and negative equity increase vulnerability to interest rate fluctuations.

Management is mitigating these through cost controls, asset optimization, and leveraging our RCI network for member retention.

6. Outlook

Looking ahead to FY 2026, we are optimistic about a phased revival post-CIRP. The approved resolution plan provides a framework for debt resolution, capital infusion, and operational restart.

We anticipate gradual revenue recovery as operations normalize, targeting positive EBITDA in the medium term. However, this is subject to macroeconomic stability and successful plan execution.

The Board of Directors in their recent Board meeting considered amending the main objects of the Company as the company endeavours to engage broadly in agricultural, food processing, and trading activities, including processing and dealing in all types of food products, grains, spices, oilseeds, edible oils, and agricultural commodities; cultivating, developing, leasing, or managing farmland and plantations; undertaking contract farming; producing, trading, and servicing a wide range of food, beverage, agricultural, and FMCG products through wholesale, retail, franchise, or online channels; importing, exporting, distributing, and acting as agents or consultants; and carrying out various forms of modern and traditional farming such as organic farming, hydro-farming, agroforestry, aquaculture, horticulture, and permaculture, by amending main objects of the Company.

7. Internal control systems and their adequacy:

The Company has established a comprehensive system of internal controls commensurate with the size, scale, and nature of its operations in the hospitality sector. These systems are designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Companys internal control framework covers all key operational and financial areas, including hotel operations, revenue management, procurement, inventory management, treasury, fixed assets, and statutory compliance. Standard operating procedures (SOPs), well-defined policies, and authority matrices are in place to ensure appropriate segregation of duties and accountability across functions.

Key control mechanisms include:

- Revenue Controls: Integrated property management systems (PMS) and point-of-sale (POS) systems ensure accurate recording of room revenues, food & beverage sales, and other services. Periodic reconciliations are conducted between system-generated reports and financial records.

- Procurement and Inventory Management: Centralized procurement processes, vendor evaluation systems, and inventory controls are implemented to optimize costs and prevent leakages. Regular physical verification of inventory and stores is carried out.

- Financial Controls: Budgetary controls, variance analysis, and periodic financial reviews by management ensure adherence to financial discipline. All expenditures are subject to defined approval hierarchies.

- Asset Safeguarding: The Company maintains proper records of fixed assets, and periodic physical verification is undertaken to ensure their existence and condition.

- IT Systems and Controls: Adequate IT controls, including access restrictions, data backups, and cybersecurity measures, are implemented to ensure data integrity and confidentiality.

The Company has an independent Internal Audit function, commensurate with its size and operations, which conducts regular audits across all properties and corporate functions. The scope and coverage of internal audit are reviewed and approved by the Audit Committee. Audit observations and recommendations are periodically reviewed, and corrective actions are monitored for timely implementation.

The Audit Committee of the Board provides oversight on the adequacy and effectiveness of internal control systems and reviews significant audit findings and compliance status on a regular basis.

Based on the internal audit reports, management reviews, and audit committee oversight, the internal control systems of the Company are considered adequate and operating effectively during the year under review.

8. Discussion on financial performance with respect to operational performance:

During the year under review, the Company was undergoing the Corporate Insolvency Resolution Process (CIRP) under the provisions of the Insolvency and Bankruptcy Code, 2016. Consequently, the management and control of the affairs of the Company were vested with the Resolution Professional, and the powers of the Board of Directors stood suspended. The Monitoring Committee handed over management to the new board of directors with effect from March 28, 2025.

In view of the ongoing CIRP and the associated constraints, the Company did not carry out any significant business operations during the year. Accordingly, there were no operational revenues generated from its hotels and resort business. The financial performance of the Company, therefore, does not reflect typical operational parameters such as occupancy levels, Average Room Rate (ARR), or Revenue per Available Room (RevPAR), which are otherwise relevant in the hospitality industry.

Given the absence of business operations, the financial performance of the Company is not directly linked to operational performance for the year under review. The focus during the CIRP period remained on resolution of the Companys financial position and identification of a suitable resolution plan in accordance with applicable laws.

9. Material developments in Human Resources / Industrial Relations front, including number of people employed:

During the financial year under review, there were no material disruptions in industrial relations, and the Company maintained cordial and harmonious relations across all levels of the organization. There were no instances of strikes, lockouts, or significant labour disputes reported during the year.

The Company continued to focus on:

- Strengthening its workforce capabilities through targeted training and skill development initiatives, particularly in areas such as supply chain management, quality control, and compliance;

- Enhancing employee productivity and operational efficiency through performance-driven evaluation systems;

- Ensuring adherence to applicable labour laws, safety standards, and employee welfare measures, especially at storage and handling locations.

Number of Employees:

As on 31^st March 2025, the Company had 2 employees on its rolls.

10. Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

Standalone:

Financial Ratios	2024-25	2023-24	Reasons
Current Ratio	0.31	0.64	A significant portion of the current liabilities in the previous year was on account of advance received for sale of property. In the current year, the transaction has been completed and accordingly the amount of current liabilities has reduced which has improved the Current Ratio

 

Debt-Equity Ratio	Since the Shareholders Equity of the Company is negative, the computed figure of Debt-Equity Ratio would not be meaningful. Therefore, the same has not been provided.
Debt Service Coverage Ratio	Since the company has not earned any revenue from operations, all the income earned by the company is not in the nature of opeartional income. Hence debt service coverage ratio calculated on the basis of non-operating income would not provide a correct indicator of the said ratio. Therefore, the same has not been provided.
Return on Equity Ratio	Since the company does not have any revenue from sales of goods during the year and the working capital of the company is negative, the computed figure of Return on Equity Ratio would not be meaningful. Therefore, the same has not been provided.
Inventory Turnover Ratio	The Company does not hold any inventory as at 31.03.2025; neither has it made any purchases during the year. Therefore, Inventory turnover ratio has not been provided.
Trade Payable Turnover Ratio	The Company has not made any purchases during the year. Therefore, Trade Payable turnover ratio has not been provided.
Trade Receivable Turnover Ratio	The Company does not have any trade receivables as at 31.03.2025; neither has it earned any revenue from sale of goods during the year. Therefore, Trade Receivables turnover ratio has not been provided.
Net Capital Turnover Ratio	Since the company does not have any revenue from sales of goods during the year and the working capital of the company is negative; the computed figure of Net Capital Turnover ratio would not be meaningful. Accordingly, the same has not been provided.

Consolidated:

Financial Ratios	2024-25	2023-24	Reasons
Current Ratio	0.03	0.31	A significant portion of the current liabilities in the previous year was on account of advance received for sale of property. In the current year, the transaction
			has been completed and accordingly the amount of current liabilities has reduced which has improved the Current Ratio
Debt-Equity Ratio	Since the Shareholders Equity of the Company is negative, the computed figure of Debt-Equity Ratio would not be meaningful. Therefore, the same has not been provided.
Debt Service Coverage Ratio	Since the company has not earned any revenue from operations, all the income earned by the company is not in the nature of opeartional income. Hence debt service coverage ratio calculated on the basis of non-operating income would not provide a correct indicator of the said ratio. Therefore, the same has not been provided.
Return on Equity Ratio	Since the net worth of the Company is negative, the computed figure of Return on Equity Ratio would not be meaningful. Therefore, the same has not been provided.
Inventory Turnover Ratio	The Company does not hold any inventory as at 31.03.2025; neither has it made any purchases during the year. Therefore, Inventory turnover ratio has not been provided.
Trade Payable Turnover Ratio	The Company has not made any purchases during the year. Therefore, Trade Payable turnover ratio has not been provided.
Trade Receivable Turnover Ratio	The Company does not have any trade receivables as at 31.03.2025; neither has it earned any revenue from sale of goods during the year. Therefore, Trade Receivables turnover ratio has not been provided.
Net Capital Turnover Ratio	Since the company does not have any revenue from sales of goods during the year and the working capital of the company is negative; the computed figure of Net Capital Turnover ratio would not be meaningful. Accordingly, the same has not been provided.

Place: Ahmedabad For, KDJ Holidayscapes & Resorts Limited

Date: March 19, 2026

Sd/-

Mr. Hemantbhai Khodidasbhai Raval

DIN:10146164 Managing Director

Registered Office:

228/5-B, Akshay Mittal, Mittal Industrial Estate,

Andheri Kurla road, Marol, Andheri (East),

Mumbai, Maharashtra, India,400059 Corporate Office:

A-1217 Titanium Business Park,

B/h Divyabhaskar Press Makarba, Jivraj Park, Ahmedabad,

Gujarat, India, 380051

CIN: L74900MH1993PLC071710

E-mail Id.: compliance.KDJ@gmail.com