KDJ Holidayscapes & Resorts Ltd Management Discussions

Management Discussion and Analysis Report

1. Industry Structure and Developments

The Indian hospitality and tourism industry continued to witness steady growth during the financial year 2025-26, supported by increasing domestic travel, favourable government initiatives, improved infrastructure and growing consumer preference for organised hospitality services. Similarly, the healthcare sector continued to expand due to increasing demand for quality healthcare services and enhanced healthcare infrastructure.

Although the industry outlook remained positive, the Company continued to remain in the revival and restructuring phase following the successful implementation of the Resolution Plan approved under the Insolvency and Bankruptcy Code, 2016. During the year under review, the Company did not undertake any significant commercial operations in its hospitality and vacation ownership business. The managements primary focus was on restoring the operational framework of the Company, ensuring statutory compliance, strengthening governance practices and preserving the Companys status as a going concern.

Further, the shareholders of the Company, at their Annual General Meeting held on May 21, 2026, approved the alteration of the Objects Clause of the Memorandum of Association. The amendment was undertaken with a view to providing greater strategic flexibility to the Company for pursuing diversified business opportunities and facilitating future growth initiatives.

2. Segment-wise or Product-wise Performance

The Company was into the business of hospitality and vacation ownership and healthcare services through its subsidiary.

However, during the financial year under review, no business operations were carried out in the Hospitality and Vacation Ownership segment, and consequently no operating revenue was generated from this segment. The year was primarily devoted to stabilising the affairs of the Company, strengthening the corporate governance framework and creating the necessary foundation for the gradual recommencement of business activities.

The healthcare business, wherever applicable through the subsidiary, continued to be managed independently in accordance with its operational requirements.

The management continues to evaluate suitable opportunities for revival and expansion of the Companys business operations. As a significant step in this direction and pursuant to evaluation of emerging opportunities in agriculture and chemical sector, the board proposed alteration of object clause of Memorandum of Association of the Company is the meeting of shareholders held on May 21, 2026. Pursuant to their approval, the company started their business in agriculture sector and was successfully able to earn positive revenues in the quarter ending June 30, 2026.

3. Financial Review

FY 2025-26 financials reflect CIRP impacts, with net losses from suspended operations and one-time costs.

Key highlights (Audited):

				(amount in Rs. Lakh)
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
	Standalone		Consolidated
Revenue from Operations	0	0	0	0
Total Revenue	0	1.37	0	1.37
Total Expenses	35.10	31.62	64.69	63.09
EBITDA	(35.10)	(42.22)	(64.69)	(73.69)
Profit/(Loss) Before Tax	(35.10)	(42.22)	(64.69)	(73.69)
Net Profit/(Loss)	(35.10)	(42.22)	(64.69)	(73.69)
EPS (Basic & Diluted, Rs.)	(7.02)	(8.44)	(12.94)	(14.74)

4. Opportunities and Threats

The successful implementation of the Resolution Plan has provided the Company with an opportunity to rebuild its business operations on a stronger financial and operational foundation.

The key opportunities available to the Company include:

• Revival of hospitality and vacation ownership operations.

• Expansion into new business activities pursuant to the alteration of the Objects Clause.

• Development of strategic partnerships and collaborations.

• Leveraging favourable industry outlook in hospitality and tourism.

• Improvement in financial stability and corporate governance.

• Opportunities for long-term value creation for stakeholders.

Threats

The Company continues to face certain challenges during the revival phase, including:

• Delay in recommencement of commercial operations.

• Increasing competition within the hospitality sector.

• Requirement of adequate financial resources for business expansion.

• Changes in regulatory and economic environment.

• Market uncertainties affecting consumer spending.

• Execution risks associated with implementation of future business strategies.

The management continues to monitor these risks and formulate appropriate mitigation strategies.

5. Risks and Concerns

The Company recognises that the revival phase involves various operational, financial and strategic risks.

The major risks include:

• Delay in commencement of business operations.

• Funding requirements for expansion.

• Regulatory compliance risks.

• Business execution risks.

• Market competition.

• Economic uncertainties.

• Liquidity management.

• Technology and cyber security risks.

The Company has implemented appropriate internal processes to identify, evaluate and monitor these risks on a continuous basis.

6. Outlook

The financial year 2025-26 represented a period of consolidation rather than expansion.

The Company intends to gradually recommence its business activities by adopting a prudent and sustainable approach. Following the alteration of the Objects Clause of the Memorandum of Association, the Company has acquired greater flexibility to diversify into additional business activities that complement its long-term growth strategy.

Going forward, the management proposes to focus on:

• Revival of hospitality operations.

• Identification of new business opportunities.

• Strategic investments and collaborations.

• Strengthening operational capabilities.

• Maintaining financial discipline.

• Enhancing shareholder value through sustainable business growth.

The Board remains optimistic that the measures undertaken during the year will create a strong platform for future business expansion.

7. Internal control systems and their adequacy:

The Company has maintained an adequate internal control framework commensurate with its present scale of operations.

The internal control systems are designed to ensure:

• safeguarding of assets;

• compliance with statutory and regulatory requirements;

• accuracy of financial reporting;

• proper authorisation of transactions;

• prevention and detection of frauds and errors; and

• efficient utilisation of available resources.

The Audit Committee periodically reviews the effectiveness of the internal control systems based on reports submitted by the Internal Auditors and management.

During the year, emphasis continued to be placed on strengthening governance practices and ensuring compliance with all applicable legal and regulatory requirements.

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

The financial year under review was primarily a period of business stabilisation following the implementation of the Resolution Plan.

The Company did not generate any significant operating revenue from its Hospitality and Vacation Ownership business during the year, as commercial activities had not recommenced. Accordingly, the financial performance largely reflects administrative expenditure, statutory compliance costs and expenses incurred towards maintaining the corporate structure and ensuring the Companys continued existence as a going concern.

Management remained focused on maintaining financial discipline, optimising administrative costs, preserving available resources and complying with all statutory obligations while preparing the Company for gradual revival of business operations.

The financial statements have been prepared on a going concern basis considering the managements assessment of future business plans and the continued support available to the Company.

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

Considering the limited level of business operations during the year, the Company maintained only the essential organisational structure necessary for ensuring statutory compliance and efficient corporate administration.

The Company continued to maintain cordial industrial relations throughout the year. The management remains committed to building a competent workforce as business operations gradually recommence.

Number of Employees:

As on 31^st March 2026, the Company had 3 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	2025-26	2024-25	Reasons
Current Ratio	0.05	0.31	Current asset and liability has been reduced by almost same amount but due to major difference in closing balances of assets and liability ratio is deferred by major percentage
Debt-Equity Ratio	0.06	0.02	Major Debt has been regrouped in this year as per NCLT order.
Debt Service Coverage Ratio	Since the company has not earned any revenue during the year. 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 31.03.2026; 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 31.03.2026; 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	2025-26	2024-25	Reasons
Current Ratio	0.01	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 31.03.2026; 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 31.03.2026; 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.

11. Details of Any Change in Return on Net Worth

The Return on Net Worth for the financial year ended March 31, 2026, has been disclosed in the financial statements. Any significant variation compared to the previous financial year has been appropriately explained in the Boards Report and the accompanying financial statements.

	By order of the Board
	For AVENIQUE Limited (Formerly known as KDJ HOLIDAYSCAPES & RESORTS LIMITED
Date: July 15, 2026
Place: Ahmedabad	Sd/-	Sd/-
	Hemantbhai Khodidasbhai	Ravikumar Patel Raval
	Managing Director	Director
	DIN: 10146164	DIN: 05340869
Registered Office:
228/5-B, Akshay Mittal, Mittal Industrial Estate
Andheri Kurla road, Marol, Andheri (East),
Mumbai City, Maharashtra, India,400059
Corporate Office:
A-1217 Titanium Business Park,
B/h Divyabhaskar Press Makarba, Jivraj Park,
Ahmedabad, Gujarat, India, 380051
CIN: L10790MH1993PLC071710
E-mail Id: COMPLIANCE.KDJ@GMAIL.COM